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Terms & Conditions


The following Terms and Conditions (the “WM Digital Brasil ltda T&Cs”) are made and entered into by and between WM Digital Brazil Ltda., a company with limited liability (referred to as “WM Digital”), incorporated under Singapore law, acting under the trade name WM Digital, having its registered place of business at 71, Ubi Road 1 Singapore 408732, registered under company number 201320970K with Accounting and Corporate Regulatory Authority (ACRA); and the Client

By enrolling as a Client, signing an Insertion Order or any other Agreement, the Client agrees to be bound by the WM Digital T&Cs. The applicability of terms and conditions presented by Client are hereby explicitly excluded from and do not form a part or no considered collateral to any Agreement between WM Digital and the Client.

1. Defined Terms

1.1 Annex A: Capitalized words and phrases used in the WM Digital T&Cs, or any other agreement shall have the meaning as defined in Annex A, unless expressly stated otherwise. Any new terms introduced herein, such as "Personal Data," "Controller," "Processor," "Sub-processor," "Personal Data Breach," "Supervisory Authority," "Data Protection Laws," "Hard KPI Metrics," and "Soft KPI Metrics" shall also be defined, either directly in Annex A or, for data-related terms, within and Data Processing Addendum or other agreement incorporated by reference.

2. The WM Digital Service

2.1 Payment and Provision: From the Effective Date, Client agrees to accept and pay for, and WM Digital agrees to provide the Service in accordance with the terms of the Insertion Order and any other Agreement between the parties. However, the Service shall only be rendered if and when the Client is accepted by WM Digital. WM Digital may deny acceptance of any Client for any reason and is not obligated to inform the Client of the reason of rejection.

2.2 Terms of Service: The terms and provisions of the Service provide by WM Digital shall be clearly set out in an Insertion Order. The Insertion Order shall expressly state that it incorporates by reference the WM Digital T&Cs and any other Agreement between the parties. The Insertion Order shall contain such information and details as required by WM Digital to provide the Service to the Client, including, but not limited to, payment terms, Campaign Specifics (as defined in section 2.9), parameters regarding geographic targets and specific requirements or restrictions in the provision of the Service. The Client shall ensure that all information contained in an Insertion Order or Agreement together with and including any other information or materials supplied or required by WM Digital is and shall remain accurate and complete.

2.3 Use of Provided URL: In order to perform the Service, WM Digital is allowed by Client to, without limitation: (a) use the Provided URL in order to create the Tracking Code; (b) generate derivative URLs for Publishers (in order to, without limitation, target the Country) (the “Derivative URL”); and (c) deploy/utilize the Tracking Code for further use of internal real-time statistics for accurate and real-time; and (d) require Media and Publisher to place (links with) the Derivative URL on their Medium.

2.3 Alteration of Tracking Code: Client will not alter the Tracking Code or remove or alter the location of the Tracking Code. If Client incorrectly places, alters, removes, disables or moves the Tracking Code, Client shall pay WM Digital an amount equal to two times the number of Conversions reasonably estimated by WM Digital as proper and full compensation for all Conversions that may or could have been generated during this period. Client agrees that Client will place the Tracking Code on a Landing Page and that this Landing Page does not contain the Tracking Code or tracking method of a third party.

2.4 Maintaining Tracking Code: The Client is responsible for placing and maintaining the Tracking Codes on the proper Landing Pages as per the instructions of WM Digital. In the event that Client does not place the Tracking Codes adequately, WM Digital is entitled to suspend the Service immediately. This will not discharge the Client of the obligation to pay outstanding invoices to WM Digital before, during and after the suspended period and invoices relating (partially) to the historical earnings/conversions as described in this Agreement.

2.5 Suspension of Service: WM Digital may suspend the Service and its obligations under any Agreement without prior notice to the Client, if WM Digital, in its sole and unfettered discretion determines that the Client is not using its best efforts to strictly comply with the terms and provisions of the Agreement or the WM Digital T&Cs, which include but are not limited to the following: (a) the Provided URL is not properly or timely provided to WM Digital; (b) Client has failed to take such steps to ensure that the Provided URL is valid and correct and shall remain valid and correct for the time period relevant to the Campaign and inclusive of an additional period of one (1) month from the termination of the Insertion; (b) the company name, VAT number, address or contact persons are not correct or accurate; (c) any portion of the Agreement is not filled out properly or the Agreement, is not signed by an authorized person; (d) the Client makes such markings or revisions to an Agreement, without the prior and express written approval of WM Digital; or (d) The Client has not fulfilled its payment obligations, including without limitation the obligation to make a prepayment. The term of the suspension of Service will be at WM Digital’s discretion and may exceed the period of time following the correction of the events that either caused or contributed to the suspension of Services and the duration of its resultant effects.

2.6 Monitoring: WM Digital undertakes to monitor and register the Traffic generated on the Mediums of the Publishers.

2.7 Modification of Service: The Service may be modified, amended, changed or terminated by WM Digital for practical reasons at any time upon written notice (including email) to the Client. In the event that the Client does not accept the modifications, amendments or changes, the Client shall immediately cease to use the Service and will immediately notify WM Digital, so that WM Digital can pause or terminate the Service.

2.8 Clarification on WM Digital's Hybrid Model: Advertiser acknowledges that WM Digital delivers Conversions through both proprietary and third-party affiliate sources, and that WM Digital applies commercially reasonable oversight to ensure traffic compliance with campaign standards. Payment obligations remain due and enforceable except to the extent of disputed amounts supported by validated evidence and subject to the dispute resolution procedures under this Agreement.

2.9 Campaign Specifics, KPI Metrics, and Attribution Standards: The specifics of each Campaign or Pilot Campaign, including Hard KPI Metrics, such as and by way of example, user retention rate and chargeback rate threshold and Soft KPI Metrics such as and by way of example, average order value, as well as the Conversion event trigger, valid attribution window, and required attribution model, shall be mutually specified and confirmed in the applicable Insertion Order or other Agreement or a mutually agreed addendum and all payments shall be based on the agreed upon criteria for Conversion.

3. General Payment and Invoice Terms

3.1 Issuance and Payment of Invoices: WM Digital shall issue invoices in accordance with the terms of the Insertion Order and Client shall strictly adhere to all payment terms contained therein. Subject to the section 3.1, the invoice provided to the client shall be deemed to be accurate and final and binding upon the Client immediately upon issuance.

3.2 Client to provide Statistics: WM Digital may request Client statistics via email, Skype or any other communication system usually used between the two companies on a weekly, monthly or bi-monthly basis depending on the billing cycle. Client is required to deliver the stats within 48 hours of the request by WM Digital or to supply a login to their platform to inspect and verify statistics.

3.3 Effect of Non-payment: In the event that payment is not received by WM Digital within the terms of the billing cycle, Client is in breach of the Agreement. WM Digital has the right to suspend the Service immediately from this point on. WM Digital will send the Client notification of breach with a remedy period of seven (7) days (notification will be sent by email). If payment is received within seven (7) days of the date of the notification of the breach, WM Digital will resume the Service. If payment is not received within the remedy period of seven (7) days, WM Digital shall have the right, in addition to any other rights available to WM Digital in law or equity, to terminate the Agreement in accordance with these WM Digital T&Cs. Client will be liable for and shall reimburse WM Digital for any costs and damages related to the late or non-payment by Client. Furthermore, WM Digital shall have the right to demand prepayment by Client in the future or alter the payment conditions in any manner.

3.4 Monthly Budget: In the event that Client has activated a monthly budget, Client shall be responsible to notify WM Digital by email when 80% of the budget is spent. This section is not applicable in the event of a test budget or Pilot Campaign as stipulated in the Insertion Order.

3.5 Over-delivery: The Client acknowledges that WM Digital requires a period of 10 days to terminate of suspend a Campaign. Accordingly, the Client agrees to pay for services provided for under any Agreement, including, but not limited to, all Conversions or other services provided to or on behalf of the Client, until 10 days following delivery of the notice required in section 3.4.

3.6 Prepayment: In the event of prepayment, if the agreement is terminated by the Client in part or in whole, the Prepayment related to the terminated aspect of the Agreement is non-refundable.

3.7 Prospective Application of New Terms and Conversion Confirmation: Any new or modified terms, including KPI metrics, agreed upon in an Insertion Order or any subsequent addendum, shall apply prospectively from the Effective Date of such document and shall not retroactively affect previously confirmed Conversions or payments. Once a Conversion or amount due for such Conversion is confirmed, it shall not be subject to retroactive claw-back or adjustment, unless explicitly agreed upon through the formal dispute resolution process.

4. Qualified First-time Deposits

4.1 Payment for Qualified First-Time Deposits (FTDs): For Pilot Campaigns, the Client confirms that payment for Qualified First-Time Deposits (FTDs) is due regardless of subsequent user deposit activity. Should Client place the Tracking Code incorrectly (e.g., firing on all first-time deposits instead of only on qualified deposits), Client remains obligated to pay WM Digital for all estimated Conversions generated during this period, based upon historical earnings/conversions.

5. Fraud & Payment Reconciliation

5.1 Conversion Validity and Dispute Process: All Conversions, including Qualified FTDs, will be considered valid and due at the time of invoice issuance unless Customer notifies WM Digital in writing that all or part of the invoice is disputed based on Conversion events resulting from Fraudulent Activity. Such notification, accompanied by a Fraud Report, must be delivered to WM Digital within ten (10) days of the Conversion or invoice date, whichever occurs first. After that period, the invoice will be deemed accepted in its entirety, without Customer having the right to raise questions about its accuracy. Customer's notification to WM Digital under this section must be submitted along with full payment of the invoiced amount, and WM Digital will deposit an amount equal to the lesser of the invoiced amount and the disputed amount in a separate account, in escrow, until resolution.

5.2 Prohibition on Unilateral Deductions & Claw-backs: All payment obligations remain due in full. Any disputes or allegations regarding the quality of the Service or the calculation of Conversion or statistics provided by WM Digital or any other disputed amount or term may only be addressed through the formal dispute resolution process as set out in this Agreement. Unless otherwise mutually agreed, the Client is strictly prohibited from covenants that it shall not withhold, deduct, set-off, hold-back or to otherwise credit its account or chargeback any amount.

5.3 Collaboration: At the request of WM Digital, the Client shall actively collaborate in any investigation regarding Fraudulent Activity.

5.4 Submitting a False or Misleading Fraud Report: In the event that WM Digital determines, in its sole discretion, that the Fraud Report submitted by the Client contains false or misleading information, then in addition to any and all rights and remedies available to WM Digital including, but not limited to, any agreement, at law or in equity, any amounts held in escrow shall immediately be released to WM Digital and the Client shall be responsible to reimburse WM Digital for any expenses incurred, including an amount equal to $1,000USD for every hour of time spent by WM Digital in respect of the submitted Fraud Report.

5.5 On Fraud Detection: In the event Client detects any form of Fraud, then notwithstanding any of the provisions contained herein to the contrary, Client acknowledges and agrees that it is under an affirmative obligation to notify WM Digital as soon as practicable of such potential Fraud. If Client is notified that Fraudulent Activity may be occurring and Client fails to take prompt action to stop the Fraudulent Activity and to notify WM Digital of the Fraudulent Activity, then Client shall be deemed to be complicit in the Fraudulent Activity and responsible for all costs and legal fees arising from these Fraudulent Activity.

6. Marketing and Advertising Compliance

6.1 Pre-Approval: All promotional materials and copy provided to WM Digital by the Client are subject to pre-approval by WM Digital. Client warrants that Campaign content and Ads are in complete conformity with any and all national and state laws and legislation of the Countries.

6.2 Prohibited Content & Creative Guidelines: Client shall ensure that all Campaign content, advertisements (Ads), and related materials (including landing pages and pre-landers) are not, harmful, threatening, defamatory, obscene, sexually explicit, harassing, discriminatory, promote illegal activities (e.g., gambling where prohibited, illicit substances), contain profanity, or are otherwise objectionable as determined by WM Digital in its sole discretion.

6.3 Requests for Exclusion: The Client may request that WM Digital inform any Publishers engaged in the Service to cease and desist from using urgent-style messages, system-style alerts, references to system functionality, user device status, or impersonation of security alerts and WM Digital shall use reasonable efforts to notify all Publishers of the Client’s request it being acknowledged and agreed that WM Digital shall not be held liable whatsoever for the continued use of these forms or styles of messages or alerts.

6.4 Client and Publisher Responsibilities: The parties acknowledge that both the Client and the Publisher shall be solely responsible, with the specific exclusion of WM Digital, for the development, operation, and maintenance of their respective websites, including insert pages and landing pages, as well as for all materials appearing on the website. Such responsibilities include, but are not limited to: the technical operation of the website and all related equipment; creating and publishing product reviews, descriptions, and references on the Publisher's website, linking such descriptions to the Program website; the accuracy and appropriateness of materials published on the website; and ensuring that the published materials do not violate or infringe upon the rights of third parties and are not defamatory or illegal. WM Digital disclaims any and all liability for such matters, and the Client shall indemnify and hold WM Digital harmless from any claims.

6.5 Channel-Specific Compliance (Email, SMS/MMS, etc.): If Customer or Publisher is solely responsible for initiating any communications transmitted in connection with the Service (e.g., emails, SMS/MMS messages), that party remains solely responsible for obtaining all necessary permissions or consents to initiate such communications. This includes compliance with the CAN-SPAM Act, Telephone Consumer Protection Act (TCPA), GDPR, ePrivacy Directive, and all other applicable telecommunications laws and regulations in the relevant jurisdictions, including the Singaporean Spam Control Act 2000. WM Digital disclaims any and all liability for such matters, and Customer shall indemnify and hold WM Digital harmless from any claims.

6.5 WM Digital Monitoring: WM Digital agrees, without incurring any liability whatsoever, to use reasonable efforts to monitor any Publishers, partners or affiliates engaged in respect of the Service for compliance with all terms and conditions of the Insertion Order, including but not limited to brand, creative, and traffic quality guidelines.

7. Intellectual Property Rights

7.1 WM Digital Ownership: WM Digital owns or has the rights to all copyrights, trademarks, intellectual property rights, know-how or any other rights connected to WM Digital, the Service, or software necessary for the Service.

7.2 Client Warranty and Indemnity for Intellectual Property Rights: Client warrants that all advertising materials, content, creatives, and any other materials provided to WM Digital or used in connection with the Services are either owned by Client or properly licensed for the intended use and do not infringe upon the intellectual property rights of any third party. Client shall hold WM Digital harmless from and indemnify WM Digital against any claims from any third party relating to the infringement of Intellectual Property Rights or any other rights arising from Client's materials or conduct under this Agreement.

7.3 Use of Intellectual Property: Client hereby grants WM Digital the right to use the Intellectual Property in order for WM Digital to fulfill its obligations under the Agreement.

8. Limits on WM Digital’s Liability

8.1 Explicit "AS IS" Disclaimer: THE SERVICE AND ANY ASSOCIATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." WM Digital expressly disclaims all warranties, express, implied or statutory, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, privacy, title, and noninfringement. WM Digital does not guarantee or warrant that the Service will meet Client's specific requirements or operate without interruption or be error-free. WM Digital cannot guarantee or warrant the performance of the Service under all circumstances. WM Digital cannot guarantee the success of the Affiliate Campaign or the Advertisement Campaign.

8.2 Updated Limitation of Liability: IN NO EVENT SHALL WM DIGITAL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, RELIANCE, EXEMPLARY, OR SIMILAR DAMAGES (including, without limitation, loss of profits, loss of business opportunity, loss of data, or interruption of business) arising from Client's use of or inability to use the Service, even if WM Digital has been advised of the possibility of such damages. WM Digital's total cumulative liability to Client for all claims arising out of or related to this Agreement shall not exceed the total amount of Fees paid by Client to WM Digital in the six (6) months immediately preceding the event giving rise to the claim except to the extent that such damages arise directly and solely from willful misconduct or gross negligence on the part of WM Digital.

8.3 No Liability for Service Defects: WM Digital will not be liable for defects in the Service, interruptions inaccessibility to the Service, infringements on data or loss of data on the information handling system, defects in the security system or viruses or other harmful software components in the Service; or for any damage caused by viruses or components of the Service to the Client software and/or the Client’s website. WM Digital shall not be liable for any error in the implementation of the links on the Client’s website or for the specified function of the links. Additionally, WM Digital has no control over and is therefore not liable for the behavior of third parties and Publishers, including but not limited to any breach of contract by the Publisher. WM Digital shall not be liable in any way for any agreements made directly between the Client and such companies.

8.4 "Basis of the Bargain" Clause: The Parties agree that the limitations of liability and disclaimers set forth herein reflect a reasonable and fair allocation of risk between the Parties and form an essential basis of the bargain between Client and WM Digital.

8.5 Permitted by Law: In the event that the foregoing exclusions or limitations of liability or any of the disclaimers of warranties are not allowed by law, such exclusions or limitations will not apply to the Client, but only to the extent such exclusions or limitations are not allowed. In such case, such exclusions or limitations shall be limited to the extent required by applicable law.

9. Termination

9.1 Setting Dates: The Agreement shall commence on the Effective Date set out therein and shall terminate on the termination or expiry date set out therein. If no dates are provided, the Effective Date shall be the date of execution of the Insertion Order of Agreement thereof by both WM Digital and Client and shall remain in effect until terminated as per this section.

9.2 Termination by Client: The Client is entitled to terminate an Agreement for any reason in writing upon sixty (60) days prior written notice delivered to WM Digital.

9.3 Client may Pause Campaign: Client may elect to pause a Campaign at any time, for a period of no more than thirty (30) days, in which case WM Digital will inform the Publisher of this request. The effectuation of the pause will normally not take effect before a period of one (1) business day. During this period, the Agreement is still in effect and all Conversions must be paid.

9.4 Termination by WM Digital: WM Digital is entitled to (at its discretion) terminate the Agreement or suspend the Service regarding one or more Campaigns in writing (including through email) for any reason, without limitation, in the event that: (i) WM Digital considers the Client or the content of his website inappropriate in any way; (ii) Client acts fraudulently or illegally in any way or the Client tries to influence the Tracking Code on their website or Client in any other way breaches any of the provisions of this Agreement; (iii) Client does not comply with any applicable law or regulation; or (iv) at WM Digital’s sole discretion.

9.5 Mutual Rights of Termination: The Agreement may be terminated by either Party upon written notice to the other Party if the other Party breaches any material obligation provided under the Agreement and the breaching Party fails to cure such breach within the reasonably given remedy period provided in said notice. Either Party may forthwith terminate the Agreement immediately if the other Party is the subject of a bankruptcy order, becomes insolvent, makes any arrangement or composition with or assignment for the benefit of creditors, goes into voluntary or compulsory liquidation, has a receiver or administrator appointed over its assets, or if the equivalent of any such events under the laws of any of the relevant jurisdictions occurs to the other Party.

9.6 Effect of Termination: Client must cease to use the Service and WM Digital will disable the Service upon conclusion of an Agreement Termination for whatever reason. This action will not discharge the Client from the obligation to pay all outstanding invoices or terminate any indemnification of WM Digital by the Client.

10. Consent and Confidentiality

10.1 Consent to Publication: Client consents to the publication of Client’s name and web address and other information relating to Client on WM Digital’s corporate website (https://wmdbr.com/). Client also consents to WM Digital sending newsletters and other information to Client’s email address and to use of information provided by Client for marketing purposes.

11. General

11.1 Comprehensive Data Privacy and Protection: To the extent WM Digital processes Personal Data on behalf of Client in connection with the Services, the Data Processing Addendum (the “DPA”) located at https://wmdbr.com/ is hereby incorporated by reference and shall govern such processing. This DPA establishes the legal framework for data processing under applicable laws such as GDPR, CCPA, PDPA, and PIPEDA. Within the DPA, Client is explicitly designated as the “Controller” and WM Digital as the “Processor” (or “Sub-processor” where Client is also a processor) for Personal Data. The DPA further details the subject matter, nature, purpose, categories of data subjects, types of Personal Data, and the duration of processing and retention.

11.1.1 Processing Instructions and Security Measures: WM Digital shall process Personal Data only on Client’s documented instructions, with mechanisms in the DPA for WM Digital to inform Client if instructions are unlawful. WM Digital implements and maintains appropriate technical and organizational measures (TOMs), as comprehensively listed and detailed in the DPA, to ensure the security of Personal Data, including protection against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access.

11.1.2 Sub-processors and Data Subject Rights: Client grants WM Digital general authorization to engage Sub-processors, provided that WM Digital enters into written agreements with such Sub-processors imposing equivalent data protection obligations and remains fully liable for their compliance. The DPA outlines the mechanism for Client to object to new Sub-processors and provides an up-to-date list. Furthermore, WM Digital shall assist Client in fulfilling Data Subject Rights Requests (e.g., access, rectification, erasure, objection, portability) and will forward direct requests from Data Subjects to Client, as specified in the DPA.

11.1.3 Personal Data Breaches and Data Retention: WM Digital mandates prompt notification to Client without undue delay upon becoming aware of a Personal Data Breach, including specific information about the breach, its likely consequences, and measures taken, as detailed in the DPA. The DPA also clearly defines data retention periods and obligations for the deletion or return of Personal Data upon termination of Services.

11.1.4 Audits, International Transfers, and US Data Protection: The DPA allows Client to conduct reasonable audits of WM Digital’s compliance and commits WM Digital to conducting its own regular audits of Sub-processors. Mechanisms for international data transfers (e.g., Standard Contractual Clauses (SCCs), Data Privacy Framework (DPF) certifications, or other recognized adequacy mechanisms) are detailed in the DPA, including supplementary measures for handling government access requests. Specifically for US Data Protection Laws (e.g., CCPA), the DPA prohibits WM Digital from “selling” or “sharing for cross-context behavioral advertising” Client Personal Data and restricts its use to the direct business relationship.

11.1.5 Client’s Privacy Policy Obligation: Client warrants that it will always prominently post and make available to end-users, prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws. This policy must clearly and thoroughly disclose all information collection, use, and sharing practices, including providing for the collection of such personally identifiable information in connection with the Services and the provision of such information to WM Digital and Clients for use as intended. The client shall obtain all necessary consents for such data practices and transfers, including any cross-border transfers of personal data.

11.2 Legal Status of Client: If Client is a natural person, that person must be at least 18 years of age. If Client has not reached the age of 18, a parent or legal guardian must provide explicit written consent regarding the (attempted) registration to WM Digital’s Service and must sign the Agreement instead of the minor. The (attempted) registration to the WM Digital Service or signing of the Agreement by a Client under the age of 18 without parental consent is ineffective and void. In the event that Client is a private company with limited liability or a public limited company, WM Digital must be provided with Client’s full registered name, company registration number, registered office, trading address, and VAT number.

11.3 Accuracy of Client Information: Client warrants that all of the information furnished to WM Digital is correct, complete and sent in due order and that the information corresponds to actual verifiable facts. The Client is responsible to ensure that the information provided to WM Digital remains current and must notify WM Digital immediately by email of any changes.

11.4 Confidential Information: Neither Party will disclose the Confidential Information of the other Party or use such Confidential Information for its own benefit or for the benefit of any third party for any reason. Each Party’s obligations in this Section will not apply to information that such party can reasonably establish: (a) was in the public domain at or subsequent to the time it was communicated to the receiving party (“Recipient”) by the disclosing party (“Discloser”) through no fault of Recipient; (b) was rightfully in the Recipient’s possession free of any obligation of confidence at or subsequent to the time it was communicated to Recipient by Discloser; (c) was developed by Recipient independently of and without reference to any information communicated to Recipient by Discloser; or (d) has been communicated by Discloser to one or more unaffiliated third parties without any confidentiality obligation.

11.4.1 Return of Confidential Information: Upon request at any time during or after the Term of the Agreement, each Party will return to the other party all Confidential Information provided by the other party, and all copies thereof which are in the Recipient’s possession, custody or control. Notwithstanding the foregoing, Recipient may disclose or produce any Confidential Information if and to the extent required by any discovery request, subpoena, court order or governmental action, provided that Recipient gives Discloser reasonable advance notice of the same to allow Discloser a reasonable opportunity to appear, object and obtain a protective order or other appropriate relief relating to such proposed disclosure.

11.5 Feedback and Ideas Clause: Client agrees that any comments, ideas, or suggestions provided to WM Digital regarding the Services or Campaigns (“Feedback”) shall become the exclusive property of WM Digital, and WM Digital is free to use such Feedback for any purpose without any obligation or compensation to Client.

11.6 Amendment to WM Digital T&C’s: These WM Digital T&Cs may be amended by WM Digital at any time. Such amended WM Digital T&Cs shall be effective upon announcement thereof on the WM Digital website or notification to Client. By continuing to use the Service after such announcement or notification, Client will be deemed to have accepted such amendments.

11.7 Severability: If any provision of the Agreement or part thereof should to any extent be or become invalid or unenforceable, the parties shall agree upon any necessary amendment of the Agreement in order to achieve the interests and objectives of the parties prevailing at the time of execution of the Agreement.

11.8 Assignment Clause: WM Digital may assign its rights or obligations under this Agreement without notice or consent to an affiliate or successor entity. Client may not assign its rights or delegate any obligations hereunder without the express prior written consent of WM Digital.

11.9 Localization: Client agrees that the Campaign shall be localized properly.

11.9.1 Minimum Campaign Ad Requirements: Client guarantees that the Campaign and the Ads are in accordance with the following minimum requirements: The Campaign and Ads (i) are translated in the correct languages, applicable for the Countries; (ii) are in complete conformity with any and all national and state laws and legislation of the Countries; (iii) are in complete conformity with any and all regulations of any body charged with the enforcement of a (statutory) regulation, including without limitation regulations applied by rating bodies (e.g. ESRB, USK, etc.); and (iv) are provided with applicable age-gating. Client holds WM Digital harmless from and indemnifies WM Digital against any claim from any third party relating to the aforementioned guarantees and on any other grounds. Regardless of statements made herein or implications drawn from statements made herein, WM Digital always reserves the right to reject a Campaign for any reason at its own discretion.

11.9.2 Data and Cookies: Client hereby undertakes to comply with all applicable EU and national laws and regulations in force including, but not limited to, EU-directive 2002/58/EC. WM Digital is allowed to place cookies. These cookies placed by WM Digital are valid for at least 30 days after the first visit of the user. If Client places cookies, Client shall be the controller and custodian and shall obtain and maintain a record of all required consents from any user or person to place cookies and/or to process provide personal data to third parties for any purpose. WM Digital has the right to collect data, including but not limited to personal data in anonymous form, but excluding personal data covered under the Personal Data Protection Act. In the event that WM Digital does collect personal data under the Personal Data Protection Act, a separate processor’s agreement will be executed between Parties; WM Digital will always be considered as processor, and Client will be considered as controller.

11.9.3 Client Guarantees: Client guarantees that they are compliant at all times with applicable law relating to the collection of personal data, including and without limitation compliance under the applicable law and regulations of the respective Countries (Personal Data Protection Act). Client will inform WM Digital of specific laws and regulations of Countries, as to enable WM Digital to comply with these laws and regulations. Client holds WM Digital harmless from and indemnifies WM Digital against a claim from any third party relating to this section 11.

11.10 Precedence: In the event of a conflict between the terms contained in an Agreement, including and Insertion Order and these WM Digital T&Cs, the terms of the WM Digital T&Cs shall prevail. In the event of a conflict with any Data Processing Addendum, the DPA shall prevail regarding data processing obligations. This Agreement, including any schedules or addenda, constitutes the entire agreement and supersedes all prior agreements or understandings, with any conflicting terms from other sources deemed null and void unless expressly incorporated by mutual written amendment. Any changes to Agreement must be mutually agreed upon between Parties in writing (including via email) before they have effect.

11.11 Non-waiver of Rights: A decision by WM Digital to not invoke its rights does not constitute a waiver of these rights.

11.12 Non-Compete / Non-Circumvention: Client shall not, directly or indirectly, develop or exploit any product or service that directly competes with the Services offered by WM Digital or use information gained through this Agreement to circumvent WM Digital's business relationships.

11.13 No Partnership: Nothing in the WM Digital T&Cs or in any Agreement made with WM Digital shall create or be deemed to create a partnership or relationship of employer and employee between WM Digital and Client.

11.14. Applicable Law and Dispute Resolution: These WM Digital T&Cs and all Agreements shall be governed by, and are construed in accordance with, the laws of Singapore.

11.15 Binding Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, breach, or termination, shall be referred to and finally resolved by binding arbitration in Singapore. The arbitration shall be administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the SIAC Rules for the time being in force, which rules are deemed to be incorporated by reference into this clause. The seat of the arbitration shall be Singapore, and the language of the arbitration shall be English. The Parties explicitly agree to the exclusive jurisdiction of the Singaporean courts for the purpose of enforcing any arbitration award rendered under this clause.

ANNEX A: Definitions

  1. Ads: Email content, banner ads, buttons, pop-ups, pop-unders, co-registrations, lead-generations, hypertext or other links, widgets, works of authorship, jumbo promos, content scripts, add tags, silver bullets, site skins, promotional and other advertising material and any kind of commercially sponsored or related content.
  2. Agreement: Any agreement made in writing and signed by both WM Digital and the Client for the provision of services contemplated by the WM Digital T&C’s, which includes, but is not limited to, any master services agreement, exclusive affiliate agreement, Framework Agreement or Insertion Order, together with any addenda, annexes, and campaign-specific schedules expressly incorporated herein, which constitutes the entire agreement between the Parties and supersedes and replaces all prior and contemporaneous agreements, communications, or understandings, whether oral or written, relating to its subject matter. In the event of a conflict between the terms contained in an Insertion Order and the WM Digital T&Cs, the terms of the Insertion Order shall prevail. In the event of a conflict with any Data Processing Addendum and the In, the DPA shall prevail regarding data processing obligations. This Agreement, including any schedules or addenda, constitutes the entire agreement and supersedes all prior agreements or understandings, with any conflicting terms from other sources deemed null and void unless expressly incorporated by mutual written amendment.
  3. Attribution Model: The method used to assign credit for a Conversion to a specific marketing touchpoint, such as multi-touch or last-click attribution, as defined in the Insertion Order.
  4. Attribution Window: The mutually agreed period during which a Conversion event must occur after a specific interaction with a user (e.g., 7 days post-click, 1-day post-view) to be considered valid and billable, as defined in the Insertion Order.
  5. Campaign: A specific advertising campaign listed in the Insertion Order, detailing the specifics, goals, and requirements including, but not limited to, those requirements set out within the clause referred to as “Campaign Specifics.”
  6. Client: The party, which may be referred to as an affiliate, advertiser or client, including its agents, representatives, employees, and any other person acting on its behalf with respect to the use of the Service who enters into an Agreement with WM Digital.
  7. Click/to Click: The action wherein an Ad is clicked on with the result that the Landing Page is fully loaded.
  8. Confidential Information: Non-public information that a Party marks or otherwise designates as being confidential, or by its nature should be considered confidential, including, without limitation, information in tangible or intangible form relating to and/or including released or unreleased software, marketing or promotional activities, or business policies or practices of the Discloser.
  9. Controller: As defined in applicable Data Protection Laws, the natural or legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data. Client is explicitly designated as the "Controller" for Personal Data.
  10. Conversion: A pre-defined action or event achieved by an end-user, such as registration, activation, purchase, login, or a Qualified First-Time Deposit (FTD), which is deemed valid and payable upon invoicing unless disputed in accordance with the Agreement. This term encompasses payment models like CPA, CPM, CPC, CPL, CPD, CPPU, CPAU, CPI.
  11. Country: The countries or regions defined and specified in the Insertion Order where the Campaign is advertised.
  12. CPA (Cost Per Action): A payment model where Client pays for a specific action, such as registration or a similar action described in the Agreement. CPA is sometimes also referred to as CPL.
  13. CPAU (Cost Per Active User): A payment model where Client pays for an active user.
  14. CPC (Cost Per Click): A payment model where Client pays each time a visitor clicks on an Ad.
  15. CPD (Cost Per Download): A payment model where Client pays per Product download.
  16. CPI (Cost Per Install): A payment model where Client pays per installation of a particular application or program.
  17. CPL (Cost Per Lead): See CPA.
  18. CPM (Cost Per Mille): A payment model where Client pays for 1000 (one thousand) Impressions (the number of times an Ad is presumably seen by visitors).
  19. CPPU (Cost Per Paying User): A payment model where Client pays for a paying user.
  20. Data Point: Tracking Code, depending on the Conversion agreement in combination with Campaign tracking by Client, which is delivered to WM Digital (server to server).
  21. Data Processing Addendum (DPA): A separate, detailed legal document located at [Insert DPA URL Here], incorporated by reference into the Agreement, which governs WM Digital's processing of Personal Data on behalf of the Client in connection with the Services.
  22. Data Protection Laws: All applicable laws and regulations relating to the processing of Personal Data and privacy, including but not limited to GDPR, UK GDPR, CCPA, PDPA, and PIPEDA.
  23. Data Subject: An identified or identifiable natural person to whom Personal Data relates.
  24. DOI (Double Opt-in): A Conversion method in which a Lead must be confirmed after initial sign-up (opt-in).
  25. Effective Date: The date upon which an Insertion Order or the Agreement comes into force.
  26. Feedback: Any comments, ideas, or suggestions provided by Client to WM Digital regarding the Services or Campaigns.
  27. First-Time Deposit (“FTD”): The initial transfer of funds by a newly registered user into an account, as evidenced by the successful firing of the Client’s post-back pixel or equivalent conversion-tracking event, thereby qualifying the transaction as a cost-per-acquisition event.
  28. Fraudulent Activity / Fraud: Conversions that are determined to have been the exclusive result of any one or more of the following intentional actions by third parties:
    1. the use of automatic openings, spiders, robots, auto-trigger requests in email or chat rooms or script generators resulting in automatic and hidden events of Conversion;
    2. generating Conversions from programs in excess of total site traffic;
    3. loading hidden ads or links or placing ads or links such smaller than 2x2 pixels;
    4. embedding tags or pixels in a way that forces a page element to register as an impression or a Conversion even though it never appeared on the user’s screen;
    5. stacking multiple advertisements in a single placement field so that each one logs an impression despite only one being viewable to the user;
    6. falsely reporting the source domain or publisher of traffic by altering headers or referrer data, making low-quality websites appear as if they were premium or authorized partners;
    7. routing clicks or conversions through botnets, proxy networks, or hijacked devices or otherwise masking or attempting to mask the true origin of the traffic;
    8. inserting or planting affiliate or tracking cookies on a user’s device, dropping third‑party cookies onto a user’s browser or other forms of cookie stuffing, without the knowledge of or interaction with the user; and
    9. faking or manipulating mobile SDK signals by way of install callbacks or device fingerprinting to simulate app installs, in‑app events or other SDK spoofing.
  29. Fraud Report: A written report, dated and signed by the Client that contains all of the following: (i) evidence of the occurrence of at least on Fraudulent Activity; (ii) a report generated by a reputable third-party fraud detection tool or service supporting the Client’s claim of Fraudulent Activity; (iii) a comprehensive packet of non-manipulable data, including a description of the type and method Fraudulent Activity, precise Conversion identifiers, timestamped server logs or tracking discrepancies and email or system headers; and (iv) such other information as may be reasonably required by WM Digital to independently verify the Client’s claim of Fraudulent Activity. For clarification, the following submissions by Client are not considered proof of Fraud or Fraudulent Activity: (i) generalized claims or aggregated complaints; (ii) reference to or comparison of any KPI-based metrics; or (iii) the level of user engagement post-Conversion.
  30. Hard KPI Metrics: Key Performance Indicator metrics (e.g., user retention rate, user inactivity rate, new customer rate, chargeback rate threshold, refund rate threshold, subscription activation rate) that, if not met, may result in commission claw-backs or adjustments as mutually agreed upon in the Insertion Order.
  31. Insertion Order: An agreement relating to the advertisement of a Campaign specifying its details, goals, and requirements and incorporates by reference the WM Digital T&Cs and any other Agreement between the Client and WM Digital.
  32. Intellectual Property Rights: All intangible, intellectual, proprietary and industrial property rights, wherever located, including, but not limited to: (a) all trademarks, service marks, trade names, and logos; (b) all copyrights, moral rights, and other rights in works of authorship, including images; (c) all patents and patent applications; (d) all designs and ideas; and (e) all other rights covering intangible property recognized in any jurisdiction.
  33. Landing Page: The Provided URL in combination with the Tracking Code; the Campaign registration page where visitors are able to sign up.
  34. Parties: Refers collectively to WM Digital and the Client.
  35. Personal Data: Any information relating to an identified or identifiable natural person ("Data Subject").
  36. Pilot Campaign: Any initial or sample run of a Campaign, during which performance benchmarks (including registration and deposit metrics) are measured for evaluation purposes, but which is otherwise subject to all the same KPI, attribution, billing, and reconciliation standards as a Campaign. NTD: For non-iGaming Clients, consider defining a “Qualified FTD” catch-all as “any first-time conversion event resulting in a lead, sale, or other defined action, as mutually agreed in writing by the Parties.”
  37. Processor: As defined in applicable Data Protection Laws, a natural or legal person, public authority, agency, or other body which processes Personal Data on behalf of the Controller. WM Digital is explicitly designated as the "Processor" (or "Sub-processor" where Client is also a processor) for Personal Data.
  38. Provided URL: The URL provided by Client to WM Digital which relates to a Campaign and is specific to WM Digital.
  39. Publisher: Any third-party entity or individual that distributes or delivers marketing content on behalf of a Client at the request and with the written permission of WM Digital, through one or more communication channels or media, including but not limited to websites, mobile or desktop applications, social-media platforms, email, SMS/text messaging, chat apps, push notifications, in-app placements, or other digital or offline mediums, by integrating WM Digital’s tracking code, pixels, or tracking URLs as provided.
  40. Qualified FTDs: In respect of Pilot Campaigns, the FTDs that meet specific quality criteria set out in the Insertion Order, for which payment is due regardless of subsequent user deposit activity and in respect of all other Campaigns, any first-time Conversion event.
  41. Reputable, third-party fraud detection platform/tool: A recognized and mutually agreed-upon service or tool for detecting and reporting fraudulent traffic (e.g., AppsFlyer, Adjust, FraudScore).
  42. Sensitive Personal Data: Categories of Personal Data that reveal racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data for uniquely identifying a natural person, data concerning health or data concerning a natural person's sex life or sexual orientation.
  43. Service: Targeting by WM Digital of a visitor in order to generate Conversions and collecting data to optimize targeting and implementation of a Campaign through the use of agreed upon methods which may include, without limitation, distributing Ads provided by Client within WM Digital’s network.
  44. Soft KPI Metrics: Key Performance Indicator metrics (e.g., Average Order Value (AOV), Rebill/Renewal Rate, Time to First Login/Activation, Conversion Rate by Traffic Source) used for optimization purposes only, which will not affect payment unless explicitly specified in the Insertion Order.
  45. SOI (Single Opt-in): A Conversion method in which a Lead does not need to be confirmed after initial sign-up (opt-in).
  46. Sub-processor: A third-party engaged by WM Digital to process Personal Data on behalf of the Client, acting under WM Digital's instructions.
  47. Supervisory Authority: As defined in applicable Data Protection Laws, an independent public authority responsible for monitoring the application of data protection laws.
  48. Technical and Organizational Measures (TOMs): A comprehensive list of security measures implemented and maintained by WM Digital, as detailed in the DPA, to ensure the security of Personal Data, including protection against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access.
  49. Tracking Code: Code provided by WM Digital to Client based on the Provided URL, to be embedded onto the Landing Page.
  50. Traffic: Total network reach.
  51. WM Digital: WM Digital Brazil Ltda., a company with limited liability, incorporated under Singapore law, acting under the trade name WM Digital, having its registered place of business at 71, Ubi Road 1 Singapore 408732, registered under company number 201320970K with Accounting and Corporate Regulatory Authority (ACRA).
  52. WM Digital Statistics: Interpretation of collected data, at the sole discretion of WM Digital, based on the Data Points and a unique system used by WM Digital to identify a visitor.

ANNEX B: Deception and Fraud Policy

This Annex outlines WM Digital’s policy regarding deceptive and fraudulent activities, which are strictly prohibited in connection with the Services. WM Digital actively monitors traffic for such activities and reserves the right to take appropriate action as detailed herein.

WM Digital actively monitors traffic for deceptive or fraudulent activity. If deception or fraud is detected as determined by WM Digital’s sole discretion, Publisher’s account will be made inactive pending further investigation. Publisher accounts are flagged for the following reasons, among others not listed herein:

Delivering click-through or conversion rates that are much higher than industry averages and where solid justification for such higher click-through or conversion rates is not evident to the reasonable satisfaction of WM Digital.

1. Definition of Fraudulent Activity / Fraud

Conversions that are determined to have been the exclusive result of any one or more of the following intentional actions by third parties are deemed to be fraudulent activities:

  1. the use of automatic openings, spiders, robots, auto-trigger requests in email or chat rooms or script generators resulting in automatic and hidden events of Conversion;
  2. generating Conversions from programs in excess of total site traffic;
  3. loading hidden ads or links or placing ads or links such smaller than 2x2 pixels;
  4. embedding tags or pixels in a way that forces a page element to register as an impression or a Conversion even though it never appeared on the user’s screen;
  5. falsely reporting the source domain or publisher of traffic by altering headers or referrer data, making low‑quality websites appear as if they were premium or authorized partners;
  6. routing clicks or conversions through botnets, proxy networks, or hijacked devices or otherwise masking or attempting to mask the true origin of the traffic;
  7. inserting or planting affiliate or tracking cookies on a user’s device, dropping third‑party cookies onto a user’s browser or other forms of cookie stuffing, without the knowledge of or interaction with the user; and
  8. faking or manipulating mobile SDK signals by way of install callbacks or device fingerprinting to simulate app installs, in‑app events or other SDK spoofing.

2. Requirements for Valid Fraud Evidence

Any Fraud report must be a written report, dated and signed by the Client that contains all of the following: (i) evidence of the occurrence of at least on Fraudulent Activity; (ii) a report generated by a reputable third-party fraud detection tool or service supporting the Client’s claim of Fraudulent Activity; (iii) a comprehensive packet of non-manipulable data, including a description of the type and method Fraudulent Activity, precise Conversion identifiers, timestamped server logs or tracking discrepancies and email or system headers; and (iv) such other information as may be reasonably required by WM Digital to independently verify the Client’s claim of Fraudulent Activity.

For clarification, the following submissions by Client are not considered proof of Fraud or Fraudulent Activity: (i) generalized claims or aggregated complaints; (ii) reference to or comparison of any KPI-based metrics; or (iii) the level of user engagement post-Conversion.

3. Conversion Validity, Dispute Process and Investigation

All Conversions, including Qualified FTDs, shall be deemed valid and payable upon invoicing unless Client notifies WM Digital in writing that all or a portion of the invoice is disputed based on Conversions events that are the result of Fraudulent Activity. Such notice together with a Fraud Report must be delivered to WM Digital within ten (10) days of the Conversion date or invoice date, whichever is earlier. After this period, the invoice is deemed to be accepted in whole without the right of Client to address issues regarding the inaccuracy thereof. The notice provided by the Client to WM Digital pursuant to this section shall be submitted together with full payment of the invoiced amount and WM Digital shall set an amount equal to the lesser of the invoiced amount and the disputed amount into a separate account to be held in escrow by a licensed attorney selected by WM Digital, pending resolution.

4. Prohibition on Unilateral Deductions and Payment Obligations

All payment obligations remain due in full. Any disputes or allegations regarding the quality of the Service or the calculation of Conversion or statistics provided by WM Digital or any other disputed amount or term may only be addressed through the formal dispute resolution process as set out in this Agreement. Unless otherwise mutually agreed, the Client is strictly prohibited from covenants that it shall not withhold, deduct, set-off, hold-back or to otherwise credit its account or chargeback any amount.

5. Collaboration

At the request of WM Digital, the Client shall actively collaborate in any investigation regarding Fraudulent Activity.

6. Submitting a False or Misleading Fraud Report

In the event that WM Digital determines, in its sole discretion, that the Fraud Report submitted by the Client contains false or misleading information, then in addition to any and all rights and remedies available to WM Digital including, but not limited to, any agreement, at law or in equity, any amounts held in escrow shall immediately be released to WM Digital and the Client shall be responsible to reimburse WM Digital for any expenses incurred, including an amount equal to $1,000USD for every hour of time spent by WM Digital in respect of the submitted Fraud Report.

7. The Importance of Fraud Detection

In the event Client detects any form of Fraud, then notwithstanding any of the provisions contained herein to the contrary, Client acknowledges and agrees that it is under an affirmative obligation to notify WM Digital as soon as practicable of such potential Fraud. If Client is notified that Fraudulent Activity may be occurring and Client fails to take prompt action to stop the Fraudulent Activity and to notify WM Digital of the Fraudulent Activity, then Client shall be deemed to be complicit in the Fraudulent Activity and responsible for all costs and legal fees arising from these Fraudulent Activity.

8. Consequences of Fraudulent Activity

In the event that WM Digital determines, in its sole discretion, that Client (or any of its Publishers or third-party partners) has engaged in fraudulent activities, then in addition to any and all rights and remedies available to WM Digital including, but not limited to, under any agreement, terms or service, insertion order, law, regulation, ordinance, code or in equity:

  1. Publisher will forfeit its entire commission for all associated programs, and its account may be terminated;
  2. If Client or Publisher is notified that fraudulent activities may be occurring on its Medium and Client of Publisher fails to take prompt action to stop the fraudulent activities, then Client and Publisher shall be responsible for all costs and legal fees arising from these fraudulent activities;
  3. If Publisher has already received payment for fraudulent activities, WM Digital reserves the right to seek credit or remedy from future earnings or to demand reimbursement from Client; and
  4. If Client places the Tracking Code incorrectly (e.g., firing on all first-time deposits instead of only on qualified deposits), Client remains obligated to pay WM Digital for all estimated Conversions generated during this period, based upon historical earnings/conversions.