This Publisher Terms and Conditions Agreement (hereinafter the “Agreement”) shall govern participation in the Advertise.com, Inc. online advertising network
(the “Network”). By participating in the Network, you are agreeing to be bound by these Terms and Conditions. The term “Publisher” shall refer to any individual
or entity who accepts the Terms and Conditions of this Agreement by submitting the required information for approval (“Membership”) in the Network and by
signing below. Upon approval, Advertise.com, Inc. (“Company”) will provide to the Publisher advertising HTML codes (“Ad Codes”) to allow the Publisher
to serve advertisements on its approved websites.
These Terms and Conditions:
(a) set forth the entire agreement between the parties and supersedes prior proposals, agreements and representations between the parties, whether written
or oral, regarding the subject matter contained herein;
(b) may be changed at any time by Advertise.com, Inc., however, Advertise.com, Inc. will provide notice via email upon such changes;
(c) may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute together one and the same document.
The content of the Publisher cannot infringe on any personal property, intellectual property or copyrights including but not limited to:
If Publisher Obligations as outlined above are not upheld, any such actions will lead to account termination and all funds generated from said actions will be forfeited.
As a Publisher, You acknowledge that:
ADVERTISE.COM, through its proprietary tracking and reporting system, will provide Publisher an electronic, regularly updated report detailing
the traffic from the Publisher Site through any placed Advertise.com Ad (“Publisher Reports”). Publisher Reports will be available online at the
Site for review by Publisher and will be accessible by Publisher only by means of a login identification number and password that will be issued
to Publisher by ADVERTISE.COM upon Publisher’s signing of this Agreement. All Earnings visible in reporting system are net to Publisher. All
numbers are estimates and subject to review and audit.
All accounts will be paid in US dollars ($US). No payment will be issued for any amounts less than $25 US Dollars. Every Publisher account must
have a unique, valid taxpayer identification number (TIN) or valid Social Security number. All payments are based on actual figures as defined,
accounted and audited by Company. Company will not be responsible to compensate You for actions that are not recorded due to Your error.
Payment Process and Terms. Invoices are to be submitted following the completion of each calendar month, Advertise.com, Inc. Terms are net 45
days of invoice date. Payments will be based solely and exclusively upon the statistics compiled by ADVERTISE.COM’s proprietary tracking and
reporting system. ADVERTISE.COM will be responsible for payments to Publisher attributable to a particular Advertise.com Ad placed on the Publisher
Site only to the extent that ADVERTISE.COM has actually received payment from the applicable Advertiser. To the extent that ADVERTISE.COM has not
received full payment from an Advertiser for any Advertise.com Ad placed on the Publisher Site in accordance with this Agreement, Publisher agrees
to look to such Advertiser, and not to ADVERTISE.COM, for the remainder of any commissions payable to Publisher. Invoices should be sent to:
Advertise.com, Inc., Accounts Payable, 15303 Ventura Blvd., Ste. 1150, Sherman Oaks, CA 91403.
Advertise.com, Inc. reserves the right to:
This Agreement shall commence upon Your acceptance and remain in effect until terminated. This Agreement may be terminated by either Party upon
three (3) days written notice. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party. Company reserves
the right, in its sole and absolute discretion, to terminate a Program and remove any advertisements at any time for any reason. Company also
reserves the right to terminate Your access to the Site at any time without notice. Reasons for termination or suspension can include but are
not limited to fraudulent, inaccurate or expired contact information and fraudulent lead data or transactions. Should Company determine the
presence of fraud it shall be conclusive and irrebuttable.
Termination notice may be provided via e-mail and will be effective immediately. All legitimate moneys due to Publisher will be paid during the
next billing cycle. If Publisher defrauds the system, then payment is revoked as determined solely by Company.
The representations, warranties and obligations contained in this Agreement shall remain in full force and effect after termination. All payment
obligations accruing prior to the termination date shall survive until fully performed.
The Publisher shall not have, nor will it claim, any right, title or interest in any advertising content delivered by Advertise.com, Inc. (other
than the Publisher’s own advertising content). The Publisher is granted no license to Advertise.com, Inc. advertising content, the name “Advertise.com, Inc.”
or any derivative thereof, or any other trademarks, logos, copyrights, patents, trade secrets or other intellectual property rights which are owned or
controlled by Advertise.com, Inc. and made available to the Publisher in any manner.
Advertise.com, Inc. shall have the right to reference and refer to its work for, and relationship with, the Publisher for marketing and promotional
purposes. Customer agrees to allow Advertise.com a limited right to use Customer’s logo on Advertise.com website and marketing materials. No press
releases or general public announcements shall be made without the mutual consent of Advertise.com, Inc. and the Publisher.
Advertise.com, Inc. and the Publisher are independent contractors. Neither party is an agent or partner of the other party. Neither party shall have any
right, power or authority to enter into any agreement for or on the behalf of, or incur any obligation or liability of, or to otherwise bind, the other
party. These Terms and Conditions shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties
or to impose any liability attributable to such a relationship upon either party.
The Publisher may not assign this Agreement, in whole or in part, without written consent from Advertise.com, Inc. Any attempt to assign this Agreement
without such consent will be null and void.
Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of Acts of God,
fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which
is beyond the reasonable control of such Party.
If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall
not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not
been contained herein.
Advertise.com complies with Industry, best practices and demands Publishers do as well. Advertise.com will at its own discretion take any and all action
available to maintain Best Practice Standards in its network. This means that Advertise.com reserves the right, in its sole judgment, to reject, remove,
cancel, ask for verification, terminate and take any other action it deems necessary to maintain the standards of excellence, it sets out for Advertise.com’s
network website. With this in mind Publisher agrees to be governed by any and all rules, practices and guidelines established by the Interactive Advertising
Bureau (IAB) and any other such recognized leading consumer protection agency for the Advertising Industry. Specifically every Publisher warrants that it has
reviewed the IAB website and read Standards Guidelines and Best Practices policies applicable to a DISPLAY Publisher. Furthermore each Publisher agrees to
abide by these Best Practice Standards and Guidelines and understands that failure to do so will lead to immediate termination of this agreement. IAB Standards
Guidelines and Best Practices are incorporated into this agreement by reference.
In order to be eligible to become a Publisher, all websites and affiliated websites must agree to the following Best Practices:
If any errors or undesirable results occur due to no fault of Company, Company shall not be responsible for losses and You may not be compensated.
You shall indemnify, defend and hold Company and all its affiliates , officers, subsidiaries, employees and agents, harmless from and against any and all
claims, allegations, liabilities, costs and expenses (including reasonable attorneys’ fees) by third parties arising out of Your:
(a) improper use of the Site; (b) improper operation of a Program; or (c) breach or violation of this Agreement. Publisher agrees to fully indemnify Company
from any possible liability from any source resulting from the Publishers use of the site and participation in the Company’s publisher program. Company shall
indemnify, defend and hold You harmless from and against any and all claims allegations, liabilities, costs and expenses (including reasonable attorneys’
fees) by third parties arising out of any actual infringement of intellectual property rights resulting from Your display of Company’s advertising creative
provided in connection with operating a Program.
This Agreement shall be construed and controlled by the laws of the State of California. Any dispute arising in connection with this Agreement, including,
without limitation, a breach of this Agreement, shall be governed by the laws of the State of California. The Advertiser agrees to submit to the jurisdiction
of the state and federal courts located in Los Angeles.
This Agreement may be executed in counterparts, by manual or facsimile signature, each of which will be deemed an original and all of which together will
constitute one and the same instrument.
The Publisher represents that it has fully read this agreement, understands its terms and conditions and acknowledges that it will be bound by the terms of this Agreement.