Publisher's Agreement

Part 1. Ordering and Delivering

Overall regulation. For the sake of smooth mutual campaign management the parties may reconsider and subsequently reconstruct the Terms of the Advertising Materials delivery on the Publisher's Inventory.

Part 2. Obtaining the Payment

2.1. Obtaining the payment. The Publisher can get the total earnings obtained within sixty (60) days of receipt of the relevant invoice.

The payments will be based upon SMARTYADS's measurements, counted for the actual number of Impressions served on the Publisher's Inventory.

Prior to that, SMARTYADS receives the payment from the Advertiser on the Publisher's behalf according to Part 3.

The Publisher's minimum payment threshold shall vary according to the payment method selected by the Publisher through the dashboard on Publisher's account.

In order to receive payment, the Publisher must accumulate earnings that meet or exceed the minimum payment threshold corresponding to their chosen payment method through the dashboard on Publisher's account.

Part 3. SMARTYADS Role and Responsibilities

3.1. SMARTYADS shall function as an AdExchange, service provider, and agent for Advertisers. In this capacity, SMARTYADS shall be responsible for managing the invoicing process and the procedure for collecting payments from Advertisers in a timely and efficient manner.

3.2. SMARTYADS shall make all reasonable efforts to ensure that the Publisher's share of payment is remitted within sixty (60) days after receiving such payment from the Advertiser.

3.3. Notwithstanding the foregoing, SMARTYADS shall not be held responsible for any purchases made by Advertisers and cannot guarantee the purchase of Publisher's Inventory. Payment for the display of each Advertisement shall be strictly contingent upon and subject to the receipt of the corresponding fee ("Ad Revenue") from the relevant Advertiser.

3.4. SMARTYADS shall only be accountable for revenues actually received from the Advertiser, defined herein as "Cleared Funds." SMARTYADS shall not be liable for full payment if any portion thereof is not provided by the Advertiser.

3.5. The Publisher hereby acknowledges and agrees that SMARTYADS shall not be responsible for any insufficient Ad Revenue flowing from the Advertiser to the Publisher through the system.

3.6. SMARTYADS reserves the right to withhold payments in the event of serious violations of the Agreement by the Publisher.

3.7. For the avoidance of doubt, clicks on house banners shall not be subject to payment by SMARTYADS and shall not generate revenue for the Publisher, where house banners signifies Advertising Material that Publisher runs on their own Inventory to promote their own products, services, or content.

Part 4. Obtaining the Invoice

4.1. If the Invoice is submitted by the Publisher. The invoicing should take place monthly. Publisher should pay attention to the invoice and indicate the right period of billing in it.

4.2. Only actual delivery-based Invoices are taken into consideration, the measurements in the Invoices are not regarded. When 45 days of receipt pass, all Invoices obtained by SMARTYADS will be considered correct and valid by default. In some cases, SMARTYADS may recognize the Invoice as invalid or inaccurate and notify the Publisher about it by email to resolve the issue.

4.3. In case the Publisher doesn't provide its own Invoice SMARTYADS will make a determination of the Publisher's balance on the first day in a month after the delivery month. Such determination will be based upon SMARTYADS's measurements.

Part 5. Disputes

5.1. In case the Publisher doesn't agree with the calculations the dispute should be submitted within 45 days after the last day in the month. In case the payment was not subjected to dispute during that period it automatically attributed to correct and final.

5.2. The Invoicing issued by the Publisher. In case the Invoicing was issued by the Publisher and SMARTYADS disputes all or only the section of it, SMARTYADS is paying the undisputed Invoice part. The section that is due to disputing should be subjected to the negotiation. Only in case the parties come to a mutually accepted decision in the course of the negotiations, and set this decision in written form (e.g. in the email) Smartyads shall pay its share on the disputed section as agreed between the parties.

5.3. The Invoicing not issued by the Publisher. If the Publisher wants to dispute all or only the section of balance calculated by SMARTYADS which has been determined with a SMARTYADS tracking system, SMARTYADS is paying the undisputed Invoice part. The section that is due to disputing should be subjected to the negotiation. Only in case the parties come to a mutually accepted decision in the course of the negotiations, and set this decision in written form (e.g. in the email) Smartyads shall pay its share on the disputed section as agreed between the parties.

Part 6. Taxes

The Publisher is fully responsible for paying own taxes and the consequences of dealing with them, SMARTYADS therefore cannot be held accountable for such matters. SMARTYADS will provide the Publisher with all necessary information concerning the taxation procedures and the 1099 Form for earnings. Federal Employee Identification Number or Social Security should be given to SMARTYADS in case the Publisher resides in the US. This kind of information will only be needed for tax reporting and identification. Note that for accounts missing that information the payments will be impossible to execute. For the International Publishers filling necessary taxation forms might also be obligatory.

Part 7. Fraudulent Impressions

In case SMARTYADS finds out that the level of fraud in served Impressions exceeds 10% the invoice payments can be canceled and suspended. The suspended payments will be considered frozen till the case is not investigated and the mutual decision is not found by the parties. In section 9.5 more detailed information can be found.

Part 8. Inactive Account Balance Withholding and Dormant Accounts

8.1. You accept and understand, that in the case your account remains inactive, for any reason, during the period of six (6) consequential months during which you have not requested the transfer of the account balance to your applicable account, all amounts of the account balance shall be automatically written-off by SMARTYADS in its favor. Any claims regarding the transfer of the account balance submitted to SMARTYADS upon the expiration of the above stated term shall be invalid, and You shall forfeit the right to claim such amounts from SMARTYADS to the fullest extent possible.

8.2. In order to use our Services, you need to maintain a reasonable level of activity of your account, which shall be at least one active Inventory per month. If you don't have active Inventories during any period of consecutive 30 days, your account will be considered dormant. We reserve the right to suspend dormant accounts after providing you relevant warning notice with a 30-days period to maintain the said level of activity, to be sent to the email address associated with your account. You will have the one-time possibility to request the renewal of your account within 30 days after the notice of its suspension was sent to your email. Upon the account suspension SMARTYADS reserves the right to write-off all the remaining balance amounts in its favor.

Part 9. The Materials for Advertising

9.1. How materials for advertising are delivered. The general advertising materials along with specific ones will be delivered at the time of serving to the Publisher through the servers which belong to SMARTYADS. In case some sort of technical problem occurs and obstructs the Publisher from obtaining Advertising Materials from servers, the Publisher should terminate the delivery and immediately contact SMARTYADS on the first day the problem occurs. In such a case, the delivery should not be restarted until SMARTYADS doesn't give the permission for it, this is to make sure the problem is fully resolved.

9.2. HTML Code on Publisher's Website. Using SMARTYADS services the Publisher agrees to place the string of HTML code on the website or separate pages of it that will be used for the advertising delivery if applicable. This also means that SMARTYADS prohibits modification of this code string on the Inventory unless the parties agree on that in the written consent. The HTML code string provided by SMARTYADS should not be used or shared on any other source except the webpage or the site it was placed on initially, including the chat rooms, emails or newsgroups as it may result in the wrong code execution. The Publisher also agrees to avoid using specific marketing practices such as Run On Network and others in case such practices usage wasn't discussed and agreed upon in the written form with SMARTYADS. The violation of this rule may lead to the blocking of revenue, website declines or the account suspension with no subsequent traffic compensation from SMARTYADS.

9.3. Advertising Material and its alteration. Served advertising materials cannot be changed or altered by the Publisher without prior written consent obtained from SMARTYADS. The same way the materials cannot be shared in the emails, personal messages or any other source by the Publisher, copied, sold, or used for any other purposes. The codes used for advertising purposes should be treated the same way and can't be disclosed at any circumstances. Non-compliance with this provision may result in certain consequences, including but not limited to the withholding of all payments that belong to the Publisher or the termination of this Agreement.

9.4. Service calculations. SMARTYADS takes Greenwich Time (GMT) as the default time in order to track the trafficking periods. SMARTYADS is in charge of performing all the calculations considering traffic, the number of clicks, Impression served and related statistics, which Publisher can find out in the system at https://ssp.smartyads.com. In order to ensure the clarity and correctness of statistical information on its side, avoid mistakes, provide contractual bonuses, SMARTYADS can adjust the statistics gathered at the Publisher's side that will take place at the end of the month. Since coding on the Publisher's side often causes technical problems such as server glitches, accidental code changes, and other malfunctions, it may lead to the inaccurate number of Impressions, therein the Publisher has to provide the response to the email alert which will be sent by SMARTYADS in 48 hours. In case such a response will not be provided by the Publisher, SMARTYADS can withdraw the payment for Impressions served after this period (48 hours) expires or stop delivering the advertising materials through the Publisher's Inventory.

9.5. Click Spam and Fraud. The Publisher acknowledges that any fraudulent activity aimed at augmenting the number of clicks is strictly prohibited and can bear severe consequences, regardless of intent, means or form of execution. As SMARTYADS's advertising platform is in charge of counting the total number of Impressions served and the revenue generated, the total sum that should be paid to the Publisher will be defined referring to the system's indications. Such prohibited methods can be attributed: manipulations with click destinations for ad-banners, redirection of users to different pages, browser auto-spawning, blind text links, other practices determined by SMARTYADS as harmful or unacceptable and affect Impressions or click-through rates. On the automatically reloading pages the ad placement is also not accepted. Please do not ask the users to click on certain areas of the website, don't incentivize them to click on the advertising materials before they visit your website. Clicking on different links than those provided by SMARTYADS's Advertising Material or applying artificial click/visit boosters may inflict the sanctions on the Publisher, such as Publisher's account termination and withholding of all payments that belong to the Publisher. The decision of the termination is absolutely due to the consideration of SMARTYADS team.

9.6. Advertising campaign disclaimer. The Publisher may accept and agree to the potential launch of advertising campaigns within the ad categories available through the dashboard. To the best of the knowledge and understanding SMARTYADS reviews the Advertising Material of advertising campaigns to ensure compliance with applicable legal requirements. However, the Publisher acknowledges and agrees that by enabling the display of Advertising Material, the Publisher assumes full responsibility for the placement of these Advertising Material on their platforms or resources. SMARTYADS expressly disclaims any liability for the Advertising Material. The Publisher acknowledges that SMARTYADS will not indemnify the Publisher in the event of any claims or legal actions brought by third parties related to the Advertising Material. By choosing to allow advertising campaigns for placement of Advertising Material, the Publisher accepts all associated risks and agrees that SMARTYADS is released from any and all liability arising from or related to the placement of Advertising Material. For clarity, the Publisher is responsible for ensuring that the display of Advertising Material on their platforms complies with all applicable laws, regulations, and licensing requirements.

Part 10. Valid Website(s)

It is up to SMARTYADS to select which Publisher to collaborate with so the company reserves the right to decline certain affiliations:

• The website that violates the rights of other members (including the copyright and intellectual property violation, piracy ('warez', emulators, or cracks, unauthorized content usage, etc.)
• Websites with adult thematic, or the ones containing the fragments of such and links, etc.
• Websites with explicit content, violence, etc.
• Websites that promote antisocial behavior, have racial and political, gender, or religious abuses.
• Websites with spammy content and those that perform unacceptable newsgroup posting.
• Websites related to illegal activities, such as hacking or terrorism.
• Websites that give false online money-earning opportunities, contradictory investment offers.
• Websites that incentivize the users to click on the website elements and charity offers.
• Websites that are temporarily unavailable, not serviced, or incomplete.
• Websites that feature very narrow audience segments.
• Websites that feature content that can be deemed irrelevant, doubtful, and inappropriate.
• Websites that interfere with Federal privacy laws, that also involve Children's Online Privacy Protection Act.

SMARTYADS reserves the right to make occasional website audits on Publisher's website or platforms in order to ensure the Inventory is compliant to the rules. If during the course of such inspection the violation will be revealed by SMARTYADS Policy Team, the account of such Publisher will be terminated and the Advertising Materials will not be served at such site. SMARTYADS will also not be accountable for compensating the revenue to the Publisher who served the ads at such Inventory.

Part 11. Representations and Warranties

Publisher guarantees to SMARTYADS party that:

• The products represented on the website are legal to use and distribute. All the products and services provided through the site are legal and do not violate the copyright, trademarks, or other rights and laws.
• At any circumstances the website serving the Advertising Materials will be practicing serving prohibited material which is listed in Section 10 of this Agreement;
• The websites are normally functioning, safe, and free of malware and viruses that can potentially harm the person's system or software.
• The Publisher is familiar with all the laws and legislation that regulates the online activities and their website and business are fully compliant with them.
• The Publisher is eligible to accept the Agreement and is able to maintain the obligations bestowed herein.

Part 12. Term and Termination of Agreement

The Termination Aftermath. SMARTYADS's HTML code should be removed from the Publisher's website the moment the written notice about termination has been delivered.

Mutual termination by Agreement. The Agreement comes to the enforcement the moment a Publisher agreed upon, filled out and submitted the online registration form and will continue until terminated by either SMARTYADS or Publisher. Either party may terminate this Agreement at any time, with or without cause, by giving the other party at least thirty (30) calendar days' notice.

When SMARTYADS terminates the Agreement. SMARTYADS has the right to suspend the Agreement due to the following reasons:

• Immediate Agreement termination due to the violation by the Publisher the collaboration.
• Upon the time spans indicated in Part 12 here.

In case the Publisher's account balance meets or exceeds the minimum payment threshold required for the chosen payment method as outlined in Part 2, SMARTYADS pays the Publisher these funds in the following billing cycle. The smaller amount cannot be subjected to the transaction until it reaches the necessary minimum payment level.

Account balance withholding upon the termination of the agreement. You accept and understand that in the case you don't request the transfer of the account balance during the period of three (3) consecutive months after the termination date of the agreement, all amounts of the account balance shall be automatically written-off by SMARTYADS in its favor. Any claims regarding the transfer of the account balance submitted to SMARTYADS upon the expiration of the above-stated term shall be invalid, and You shall fully forfeit the right to claim such amounts from SMARTYADS.

Part 13. Privacy

13.1. Privacy Policy.

The parties oblige themselves to locate the privacy policies, terms and conditions on the website that state how the data can be collected, gathered, processed or shared, how the user emails will be used, and how to withdraw the Agreement for personal data usage. The privacy policies that belong to the Publisher should notify the users that the cookies of the vendors and third-party advertisers can be placed on the website or the platform.

13.2. How privacy is warranted and represented.

Each party should guarantee that they commit to the existing laws and regulations during the period the Agreement is valid which also includes GDPR data protection regulation and other governmental-level privacies. The Publishers should guarantee their practices correspond to the Self-Regulatory Principles Governing Online Preference Marketing of the Network Advertising Initiative.

Part 14. Confidentiality

As SMARTYADS's Advertisers list belongs to strictly confidential matters that should not be disclosed under any circumstances, the Publisher must guarantee its safety and non-disclosure. Such information should not be revealed to any other party as well as it can't be shared by the Publisher's employees that deal with it, including the head staff. In case such a request arises SMARTYADS should receive and regard the written consent beforehand. In order to keep this confidential information safe, the Publisher should ensure every member and employee signs up for the non-disclosure Agreement.

The Publisher may disclose the fact that it collaborates with SMARTYADS, but it can't share under any circumstances the list of clients or the existing relationships between any client in the list with SMARTYADS. These non-disclosure Agreement requirements should be deemed valid even after the time the Agreement was officially terminated.

Part 15. Compensation

Functioning within SMARTYADS Network the Publisher abstains from bestowing on SMARTYADS party or its collaborators any claims and legal damages, unpredicted expenses, liabilities, copyright infringements and other sanctions arising from participation in the network. The Publisher also agrees to provide the compensation to SMARTYADS for legal fees incurred by SMARTYADS in accordance with the Agreement.

Part 16. The Limitations, Disavowals, Indemnification and Exceptions

Part 17. Non-Circumvention

Within the period the Agreement is valid between parties and one year after this Agreement reaches the cessation the Publisher should guarantee to not deal with any of the SMARTYADS's Advertisers in the direct or indirect way or encourage the Advertisers to do business directly with the Publisher.

The Publisher acknowledges the importance and scale of this consideration for the SMARTYADS for this mutual Agreement and that this condition is considered basic for the service provision.

Part 18. General Information

Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the State of New York without reference to conflict of law principles. Jurisdiction and venue for all disputes hereunder shall be in New York City, and the parties hereby agree to such jurisdiction and venue.

Joint ventures are prohibited. Please note, your agreement with SmartyAds doesn't extend to the joint venture, agency relationship, partnership creation between you and SmartyAds or its affiliates.

Transferring assignment. The rights and obligations that you are responsible for under this agreement can't be transferred without obtaining prior consent from SmartyAds. SmartyAds can transfer its rights and obligations under this agreement at any time without providing you with prior notification. When such an assignment is executed, SmartyAds is released from all assigned obligations and the assignee starts to handle these obligations instead.

Validity. In case any provision of this agreement is regarded as invalid or unenforceable it is considered to be severable and will not affect other provisions of this agreement.

Force majeure. As a supplementary part to service disclaimer stated above, SmartyAds gives no operational guarantees in case of delay caused by force-majeure. Force-majeure can be attributed to various events that stay beyond the control of SmartyAds, such as emergencies (flood, fire, earthquake, terrorism, power failure, etc.), disruptive social events, industrial or labor disputes, and third-party inflicted interruptions.

Subpoenas. In a state of emergency SmartyAds like any other entity may be subpoenaed by governmental entities. In such a case, if it's required to provide information about your account, SmartyAds will do this according to subpoena requirements. SmartyAds isn't responsible for providing you with information about subpoena or warning you what kind of information is being disclosed in this regard.

Notices. Any notice which is required can be provided by SmartyAds in the following way: posting it in the services, sending a personal email indicated in your account, sending the mail to the street address indicated in your account. The notice is regarded as received once it was posted on the SmartyAds website, or it was sent to your email (apart from cases when we receive a notification about the undelivered message).

Agreement modifications. SmartyAds retains the right to change or modify the conditions of this agreement. In regard to this, you need to revise the conditions of this agreement to stay updated because changes reflected on this web page will be valid as soon as they are posted. In case you don't agree with some of the changes, you must refrain from using services instantly and let us know by sending a notification to SmartyAds.

Agreement conditions. This Agreement with all the changes and future modifications represents the entire agreement set between you and SmartyAds. It outweighs all agreements that existed before it, with respect to the same subject. Neither you nor SmartyAds sales representative is in power to change the conditions of this agreement.

Jury trial waiver. The parties agree and realize that any controversial matters that can be caused by the conditions of this agreement may be complicated issues. In this regard, the court proceeding which is caused by this controversy must be handled in the competent jurisdiction court by a judge accompanied by no jury.

1. General Terms

In the event that Publisher is connected to a third-party platform to sell its advertising inventory ("Platform"), the following commercial terms shall apply to such integration. These terms govern the relationship between Publisher, SMARTYADS, and the Platform with respect to advertising inventory sales and related services.

2. Revenue Share and Payment Terms

2.1 Revenue Share Model

The applicable revenue share shall be determined based on Publisher's performance of the Services, calculated by SMARTYADS on a calendar monthly basis. The specific revenue share percentages as well as other commercial terms of the Platform shall be communicated to Publisher upon Platform integration.

2.2 Payment Terms and Processing

All payments to Publisher shall be made on a net sixty (60) day basis, calculated from the end of each calendar month during which the revenue was generated. All payments shall be made in United States Dollars (USD). Publisher acknowledges and agrees that payment calculations shall be based on the Platform's statistical data and accounting systems. In the event of any discrepancy between Publisher's measurements and Platform's measurements, the parties shall use reasonable efforts to reconcile such discrepancy, provided that Platform's statistics shall be controlling for purposes of payment calculations unless otherwise agreed in writing.

2.3 Payment Adjustments and Withholdings

The Platform and/or SMARTYADS reserves the right to withhold, adjust, or offset any payments due to Publisher in the following circumstances:

• To account for any fees owed by Publisher for services provided, including but not limited to ad serving fees;
• To reflect any defaults, credits, or refunds issued to advertisers;
• To account for invalid activity, which includes but is not limited to:
  • Spam or automated traffic
  • Invalid queries, impressions, or clicks
  • Traffic generated by bots, automated programs, or similar devices
  • Clicks or impressions generated through monetary incentives or false representations
  • Traffic from browsers with disabled JavaScript
  • Any activity determined to be fraudulent or invalid according to Platform's policies

3. Statistical Reporting and Tracking

Publisher shall have access to the Platform's online tracking system, which shall provide detailed statistics including, but not limited to, ad impressions served, revenue earned, and average CPM rates. Such statistics shall be updated on a daily basis and shall be available on a per-website basis. Publisher acknowledges that these statistics shall serve as the official record for all payment calculations and reporting purposes.

4. Invalid Traffic and Quality Control

Publisher acknowledges and agrees that the Platform may implement various quality control measures to ensure the validity of advertising traffic. Any traffic determined to be invalid according to Platform's policies may result in payment adjustments or withholdings with further termination of the Publisher's account at the discretion of SmartyAds. The Platform shall provide documentation supporting any such determinations upon reasonable request.

5. Compliance Requirements

5.1 Technical Compliance

Publisher shall maintain its properties in compliance with Platform's technical requirements, including proper implementation of required tags, maintenance of JavaScript functionality, and adherence to Platform's integration specifications.

5.2 Privacy Compliance

Publisher shall maintain appropriate privacy policies and obtain necessary consents from end users, particularly with respect to data collection and usage. For users in the European Union, Publisher shall ensure compliance with GDPR requirements, including:

• Maintaining a clear, transparent and accessible privacy policy
• Providing appropriate notice of data collection practices
• Obtaining valid, legally sufficient consent for data collection and processing
• Implementing appropriate opt-out mechanisms

6. Payment Disputes

Any disputes regarding payments must be raised within sixty (60) days from the date of payment or the date payment was due. Failure to raise a dispute within this timeframe shall constitute acceptance of the payment calculation and waiver of any claims related to such payment.

7. Third-Party Platform Disclaimer

7.1 Platform Changes and Modifications

Publisher expressly acknowledges and agrees that the Platform, as a third-party service provider, may modify, update, or change its terms of service, policies, procedures, revenue share models, payment terms, technical requirements, or other operational aspects of its service from time to time. Such changes may affect the legal and commercial relationship between the parties. SmartyAds expressly disclaims any liability or responsibility for such changes made by the Platform.

7.2 Acceptance of Platform Changes

By agreeing to integrate with the Platform, Publisher:

• Accepts that Platform changes are beyond SmartyAds' control;
• Understands that such changes may impact the commercial terms, revenue, technical requirements, or other aspects of the integration;
• Agrees to be bound by any such Platform changes as they occur;
• Acknowledges that SmartyAds will notify Publisher of material changes as soon as reasonably practicable after becoming aware of them, but cannot guarantee advance notice of Platform changes;
• Accepts that continued use of the Platform's services following any changes constitutes acceptance of such changes;

7.3 Limitation of Liability

SmartyAds shall not be held liable for any losses, damages, or disruptions to Publisher's business that may result from changes implemented by the Platform. This includes, but is not limited to:

• Changes to revenue share models or payment terms;
• Modifications to technical requirements or specifications;
• Updates to Platform policies or procedures;
• Changes in Platform's service availability or functionality;
• Modifications to reporting or measurement systems.