Coveron

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General Terms and Conditions for Marketing Activities
Dated:2026-02-05
These 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”), for Cyber Protection Insurance Services
Inc., 20860 N., Tatum Blvr., Suite 300, Phoenix, AZ 85050, USA (“Nord” or “NordProtect”).
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.
NordProtect reserves the right to modify these General Terms at any time in Nord’s sole discretion. Such
modifications shall take effect upon posting to the Nord’s website. Nord, 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 (“IO”). These General
Terms, and the IO are together referred to as the “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 Nord
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(OR) CONTENT
2.1. Parties agree that Content is subject to written approval by Nord before Content is made available.
Nord 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 efforts to 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
Nord’s written approval, the Service provider, upon Nord’s request, shall provide separate Content
free of charge and be liable for such failure. Nord may request provision of Content in cases of details
provided in the Content is incorrect
2.4. The Service provider shall:
2.4.1. Ensure that Services and(or) Content:
2.4.1.1. comply with the requirements of applicable laws, regulations, industry standards
and are not illegal;
2.4.1.2. add the requested relevant additional information related to the product
specifics and regulations;
2.4.1.3. do not infringe any rights of third parties, including, without limitation, copyright
and related rights, rights to trademarks and other marks (e.g., names of video games,
films, entertainment programmes, sports events) or other intellectual property rights,
personality, publicity rights.
2.4.2. Not advertise, promote, or otherwise market Nord’s products:
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2.4.2.1. without prior approval of the marketing material
2.4.2.2. for the purpose of (i) piracy; (ii) torrenting; (iii) circumvention of any technological
measures regarding work or other subject matter that is protected by copyright or
related rights;
2.4.2.3. with inaccurate information or in any manner that may deceive or has the
potential to deceive the average consumer regarding essential features of Nord’s
products , including, without limitation, actions that may influence consumers to make
transactional decisions they otherwise would not.
2.4.3. Clearly and conspicuously disclose commercial relationships between the Service provider
and Nord, and where required under applicable laws and regulations clearly identify and
label your Services and(or) Content as an advertisement, sponsored content or otherwise
include appropriate disclosures.
2.5. After the Content is made available it 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.
2.6. Nord shall have a right to re-share Content in the designed platform using Nord’s official account
during validity of the particular IO.
3. PAYMENT FOR SERVICES
3.1. Nord shall pay an agreed fee ("Fee") for the Services and(or) Content provided by the Service
provider.
3.2. Nord 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 client;
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.
3.3. Particular payment model and payment terms shall be indicated in the IO.
3.4. Payments are made 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
term shall be indicated in the IO.
3.5. In case the Parties agree on payment model which is based on the traffic/sales generated by Service
provider, Nord shall not pay for unapproved traffic, i.e.:
3.5.1. Fraudulent, Incomplete, Unqualified, Duplicate;
3.5.2. Device fraud – Fake devices, Duplicate users, APK instals, 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 remarketing, Fraudulent arbitrage, Deceptive
ads, Domain spoofing;
3.5.7. Incentivised, Adult, Brand harming.
3.6. Calculation of traffic/sales shall be made using software tools chosen by Nord unless agreed
otherwise in writing.
4. INTELLECTUAL PROPERTY
4.1. Nord retains and does not transfer to the Service provider any its or its partners’ right, title, interest
and ownership, express or implied, in and to any Nord’s or its partners’ intellectual property,
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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, Nord in any way (“Intellectual property”). The Service provider shall
use Intellectual property only to the extent the express licence is granted to the Service provider by
Nord in these General Terms and / or IO.
4.2. Nord grants the Service provider a limited, revocable, non-exclusive, non-transferrable, worldwide
license only to Nord’s intellectual property that is provided by Nord 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 Nord 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.
4.3. The Service provider is also bound by Trademark use guidelines that are available online at
https://nordsecurity.com/trademark-policy.
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 Nord 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 Nord the license for that
intellectual property;
4.4.3. in the countries where moral rights apply, the creator of intellectual property transferred or
licensed to Nord under the Agreement irrevocably consents not to use its moral rights to
such intellectual property, to the extent allowed by law, so that Nord would exclusively hold
economic rights to it.
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 Nord, 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;
5.1.5. it is not and shall not be engaged, directly or indirectly, in any activity which is prohibited
under sanctions or is considered a breach of sanctions or export and re-export control laws
and regulations. Sanctions in this respect shall mean economic or financial restrictions
administered, enacted or enforced by any relevant sanctions and trade control authorities
of the United Nations, the United States, the European Union or any of its member states,
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the United Kingdom, Japan, or any other relevant jurisdictions, which prohibit or restrict
conducting business with specific persons, sectors, or countries relevant to the transaction
or restrict exporting products to specific countries, regions, or end users (“Sanctions
Authorities”). Breach of sanctions shall mean any of the following: direct or indirect dealings
benefitting (i) a person that is listed on or owned by, or controlled by a person listed on lists
of trade, economic, financial and other sanctions, administered by Sanctions Authorities,
including, but notwithstanding United States Treasury Department's list of Specially
Designated Nationals, the United States Department of Commerce Denied Persons List or
Entity List or any other restricted or prohibited party list administered by the United States,
United Kingdom, European Union or any of its member states, United Nations, Japan
(“Restricted Party List”); (ii) any business or making or receiving any contribution of funds,
goods or services to or for the benefit of any person as indicated in (i); (iii) any transaction
that attempts to violate prohibitions set forth by relevant Sanctions Authorities.
5.1.6. at the time of the conclusion of the Agreement, the Service provider (and/or its direct or
indirect shareholders, board members, council members, beneficiaries and/or any other
natural or legal persons acting on its behalf):
5.1.6.1. is not included in any Restricted Party List;
5.1.6.2. is not located, organised or resident in a country or territory that is, or whose
government is, the subject of sanctions imposed by relevant Sanctions Authorities that
would result in prohibition or restriction of conducting business with the Service
provider, including, without limitation, Belarus, Cuba, Iran, North Korea, Russia,
restricted regions of Ukraine, and Syria.
5.1.6.3. will immediately inform Nord if the Service provider (and/or its shareholders, board
members, council members, beneficiaries and any other natural and legal persons
acting on its behalf) are included on a Restricted Party List or otherwise become subject
to sanctions.
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 favour of a competing business of Nord. 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 Nord’s services.
6.2. The remuneration under the IO is deemed by the parties to include any and all payments required in
order 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, the Service Provider in good faith will put his
best efforts to grant Nord cooperation priority before reaching out to competing businesses even
after the end of exclusivity obligation under this chapter.
7. CONFIDENTIALITY
7.1. “Confidential Information” means this Agreement and any information or materials in whatever form
which is disclosed by Nord 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
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information or materials or software of Nord, 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 Nord’s partners or on behalf of any of them in relation to this
Agreement is also considered Confidential information.
7.2. Information which (i) was publicly available at the moment of disclosure or has become publicly
available after such disclosure without the breach of this Agreement; (ii) was already lawfully in the
possession of the Service provider from other source which was not bound by confidentiality
obligations; (iii) 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, utilise, 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
Nord 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 Nord 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
Nord’s Confidential Information, it shall, except as prohibited by law, provide Nord with prompt
written notice of any such requirement so that Nord 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 Nord, 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 Nord, 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 Nord’s
sole discretion.
8.2. If Nord 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, Nord 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 Nord as a result of such breach.
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9.3. Neither Nord nor any of its parents, subsidiaries or affiliates, nor any of their principals, directors,
officers, partners, agents, employees, or assignees or, 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(or) the Marketing Activity, and(or)
based on contract, tort, strict liability or otherwise, even if Nord has been advised of the possibility
of such damages.
10. INDEMNIFICATION
10.1. The Service provider will defend, indemnify, and hold harmless Nord 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 Nord’s Confidential Information or the Nord’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
Marketing Activities’ programs and Nord’s services provided in connection therewith are provided to the
Service provider “as is”. Except as expressly set forth herein, Nord 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. PERSONAL DATA
12.1. To the extent that the Service provider processes any information that constitutes "personal data"
within the applicable personal data protection legislation, the parties acknowledge and agree that
each party shall be a data controller of the personal data it processes and shall be responsible for its
own obligations as a data controller under the Agreement, including in particular, but without
limitation: (a) ensuring that there is a lawful basis on which personal data can be processed by it; (b)
ensuring that it keeps personal data secure at all times, including by implementing and maintaining
appropriate technical and organisational measures in relation to its processing of personal data so as
to ensure a level of security appropriate to the risks that are presented by the processing, in particular
from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to
personal data transmitted, stored or otherwise processed. Each party shall be individually
responsible for the notification of its employees and any other representatives involved in the
performance of the Agreement that their data will be processed by the other party.
12.2. The following is applicable in cases where the Service provider is a natural person: by signing this
Agreement, the Service provider confirms its awareness of the fact that Nord processes the Service
provider’s personal data indicated in the Agreement solely for the purpose of performance of the
Agreement and on the ground that data processing is necessary for the purpose of performance of
the Agreement. The Service provider may contact Nord for any additional information on the data
processing or the associated rights.
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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 Nord‘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 Nord for the proper
performance of the Agreement as if it was performed by itself.
13.3. Nord 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. Nord 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. Nord 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. Nord may, in its sole discretion, grant to the Service
provider an additional period to cure the breach, but this does not limit Nord’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: (a) are not compliant, fully or in part,
with the IO; (b) are not compliant, fully or in part, with established business practice,
professional standards, industry codes; (c) violate any applicable law, regulation, judicial or
administrative action, or rights of a third parties; (d) are defamatory, obscene, harassing,
tortuous, vulgar, invasive of another’s privacy, hateful, or racially, ethnically or otherwise
objectionable; (e) damage the reputation, brand, image, likeness, expression in the public
domain of Nord, 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.
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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 Nord immediately, but not later than in five
(5) days after such appointment. If the Service provider fails to notify Nord about the appointment of the
new contact person, any communication sent by Nord to the contact person of the Service provider which
was notified to Nord 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
Nord 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
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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.