Ads.com, LLC Monetizer Program - Terms and Conditions

ADS.COM LLC MONETIZER PROGRAM TERMS AND CONDITIONS

Last Updated: July 25, 2025

1.GENERAL

1.1 These Ads.com LLC Monetizer Program Terms and Conditions (“MP Terms”) govern your (“Publisher”) use of Company’s monetization platform known as the “Monetizer Program” (the “MP”). Capitalized terms used but not defined in these MP Terms have the meanings assigned to them in the Ads.com General Terms of Service found here https://refdocs.ads.com/cs/general-terms-of-service (“General Terms”). The terms “we”, “us”, or “our” refer to the Company. These MP Terms are in addition to, incorporated into, subject to, and made a part of the General Terms and Company’s Policies. By signing up or registering for an MP Account (as defined below), Publisher agrees to receive all communications, agreements, documents, notices, and disclosures related to Publisher’s MP Account, electronically, using the contact information Publisher provides when creating an MP Account. Publisher also agrees that Publisher’s electronic consent, including, but not limited to, when Publisher signs up or registers for an MP Account, will have the same legal effect as a physical signature. Publisher acknowledges that by accepting these MP Terms, Publisher has read, understood, and agrees to be bound by these MP Terms. If there is a direct conflict between these MP terms and the General Terms, these MP Terms will prevail and govern. For purposes of the General Terms, the MP is and will be deemed included within the definition of the term, “Services”. The Compliance Policy found here: https://refdocs.ads.com/cs/compliance-policy is and will be deemed included within the definition of “Company’s Policies”, as that term is defined in the General Terms.  

1.2 Any and all disputes arising out of these MP Terms are subject to the dispute resolution provisions and class action waiver contained in the General Terms. 

1.3 These MP Terms will take effect and apply to Publisher either when Publisher signs up or registers for an MP account (“MP Account”) or, if earlier, when Publisher, or anyone acting on its behalf, first uses the MP for any reason. In order to be eligible to earn Commissions (as defined below) on or through the MP, Publisher must first sign up or register for and create an MP Account. Company shall not be responsible for paying any Commissions to Publisher if Publisher attempts to monetize domains using the MP without first signing up or registering for and creating an MP Account. 

2.CREATING AN MP ACCOUNT TO MONETIZE PUBLISHER’S DOMAINS

2.1 Company may provide Publisher with access to certain documentation related to the MP, as determined by Company in its sole discretion. For purposes of these MP Terms, “Documentation” means any and all manuals, instructions, technical specifications, user guides, policies, and other written, electronic, or digital materials relating to the operation, integration, or use of the MP, as may be developed, updated, modified, or supplemented by Company from time to time in its sole discretion. Company reserves the right to modify, update, or discontinue any Documentation at any time without notice. Access to Documentation is provided solely for Publisher’s internal use in connection with its authorized use of the MP and is subject to any additional terms and conditions imposed by Company.

2.2 To establish an MP Account and to be eligible  to earn Commissions, Publisher must (a) visit the Site, (b) create an MP Account with a login and password, (c) enter Publisher’s domains into its MP Account, (d) change Publisher’s domains’ servers to direct natural persons who conduct keyword searches to Publisher’s domains on the MP and/or redirect Referral Traffic to the MP from Publisher Marketing Content (provided Company has preapproved such Referral Traffic sources), and (e) follow any further instructions, policies, or directions from Company. Publisher hereby acknowledges and agrees that Company and any of Company’s upstream ad partners will put advertisements on Referral Traffic on the MP and Publisher is liable for any and all associated consequences. Company reserves the right, at its sole discretion, to establish, modify, or add additional requirements that must be satisfied in order for any customer or user to be eligible to access or use the MP. Such requirements may include, but are not limited to, verification procedures, minimum technical specifications, compliance with updated policies, or any other criteria deemed necessary by Company. Company will provide Publisher with notice of any material modifications to these MP Terms. Upon receiving such notice, Publisher shall have the option to either accept and comply with the updated terms or, alternatively, elect to terminate the agreement within the notice period specified by Company.

2.3 When Publisher creates an MP Account, Company  grants  Publisher a non-exclusive, non-transferable, non-sublicensable, and limited worldwide license to use the MP solely for the following purposes:  (a) enabling access to the MP by natural persons who  directly navigate to Publisher’s domains; and (b) enabling access to the MP by natural persons who are  redirected  from Publisher-created advertisements, promotional content, native advertisements, videos from social media platforms, and other content (collectively, “Publisher Marketing Content”), provided that all such referral traffic originates exclusively from traffic sources that have been pre-approved in writing  by Company (collectively, “Referral Traffic”). Any use of the MP outside of these expressly permitted purposes, or from traffic sources not pre-approved by Company, is strictly prohibited. Company reserves the right, in its sole discretion, to revoke or modify such approval at any time. Publisher may use the MP solely for its own internal purposes and for monetizing its own traffic. The use of the MP for or on behalf of any third party—including, without limitation, as a service provider or for the benefit or monetization of third-party traffic—is strictly prohibited. 

2.4 When Publisher creates an MP Account, Publisher agrees to: (a) provide Company with accurate, complete and verifiable account, contact, and payout information and keep such information up to date at all times; and (b) maintain and update Publisher’s information to keep it accurate, current and complete. Publisher will be responsible for the confidentiality and use of Publisher’s password to access Publisher’s MP Account and for all activities that are conducted through Publisher’s MP Account. Publisher agrees not to transfer or resell Publisher’s use of or access to the MP and/or the Site to any third party.  

2.5 Publisher acknowledges and agrees that Publisher is responsible for all fees related to the registration and use of Publisher’s domains and KW DNs (as defined below).

2.6 Publisher hereby acknowledges and agrees that Publisher will not select advertising keywords for Publishers domains on the MP that are likely to cause the display of content infringing the rights of any third party. Company and its upstream advertising partners reserve the right to disable or disregard advertising keywords for Publisher’s domains at any time, without notice, and at their sole discretion to ensure relevancy for advertisers, non-infringement of any third-party right, or violation of Company’s Offensive Domain Name Policy (https://refdocs.ads.com/cs/ads-com-inc-offensive-domain-name-and-referral-ad- ).

2.7 Publisher may generate Referral Traffic from the  third-party ad networks set forth in the Compliance Policy found here: https://refdocs.ads.com/cs/compliance-policy, as may be updated from time to time. Any other  sources of Referral Traffic must be preapproved in writing by Company (email shall suffice) and Company shall not be responsible to Publisher for any Commissions generated from other sources of Referral Traffic unless they have been preapproved by Company in writing. 

2.8 Publisher shall not post any misleading information with regard to any of Publisher’s Domains/KW DNs. Publisher shall not act, either directly or indirectly, to encourage or require end users, either willingly or unwillingly, to click on search results or advertisements and/or to generate click-throughs by any means that could be reasonably interpreted as coercive, incentivized, misleading, malicious or otherwise fraudulent in nature.

2.9 Company reserves the right, at its sole discretion and at any time, to deny Publisher access to the MP, and/or to immediately suspend, terminate, or disable Publisher’s MP Account, at any time and for any or no reason and without prior notice.

2.10 Publisher is responsible for maintaining the confidentiality and security of its MP Account passwords and for ensuring that its MP Account is accessed and used solely by authorized users. Publisher shall not permit its MP Account, or its passwords, be shared among individuals. Publisher must limit access to the MP and its MP Account to only those users who are expressly authorized and shall promptly revoke or disable access for any employee, contractor, or representative who is no longer authorized to use the MP or its MP Account. Publisher assumes all risk and liability for any unauthorized use of its MP Account and/or passwords.

3.COMPANY’S DOMAIN HOLDING TRUSTEE SERVICES 

3.1 If Publisher does not already own domains for which it wishes to point its Referral Traffic to on the MP, Publisher may want to take advantage of Company’s domain holding trustee services (“domain registration”), at Publisher’s option. Company offers Publisher the opportunity to select, at its option, matching advertising keyword domains to point its Referral traffic to the MP (“KW DNs”) that will be added to Publisher’s Account. 

3.2 If Publisher chooses to participate in the domain registration, Publisher hereby authorizes Company to register Publisher’s KW DNs on its behalf with any third-party registrar as selected by Company so that the “WHOIS” information will be registered under privacy by Company as the trustee for the benefit of Publisher for as long as Publisher’s advertising campaign using Publisher’s KW DNs lasts or until Company or Publisher terminate their relationship. Notwithstanding the foregoing, Company reserves the right to delete Publisher’s KW DNs registration(s) from Publisher’s MP Account if Company determines, in its sole discretion, that Publisher’s DNs’ performance is/are driving poor quality traffic to the MP and/or Publisher’s KW DNs violate(s) these MP Terms, the General Terms, or any of Company’s Policies.

3.3 Should Publisher choose to take advantage of the domain registration, then Publisher hereby authorizes Company as Publisher’s sole representative to communicate with the registrar of the Publisher’s choice of KW DNs to register on Publisher’s behalf, which shall be sent directly to, and made by Company as Trustee of Publisher’s KW DNs, subject to the General Terms and Company’s Policies. Company will also be responsible for the maintenance and/or renewal of Publisher’s KW DNs (if applicable) and Publisher hereby authorizes Company to direct Publisher’s KW DNs to the MP servers and/or redirect end users to advertising networks upon end users visiting Publisher’s KW DNs in Company’s sole discretion (together, “Server Changes”). Company will deduct the registration fees (and any registration renewal fees) from Publisher’s Commissions on Publisher’s KW DNs (“Deduction of Registrar Fees”) and the Deduction of Registrar Fees will be reflected in the reports on Publisher’s MP Account.

3.4 Company disclaims all representations and warranties that Publisher’s KW DNs may infringe upon the trademark or IP rights of a third party and Publisher hereby warrants that any of the KW DNs Publisher chooses through the domain registration for purposes of monetizing on the MP is solely Publisher’s choice and at Publisher’s risk and liability. Publisher is solely responsible for conducting Publisher’s own due diligence prior to selecting such KW DNs offered through the domain registration to avoid infringing any trademark or IP rights of any third party, as set forth herein in these MP Terms.  

3.5 Company disclaims all liability with respect to the domain registration and Publisher further agrees to indemnify and hold Company harmless from and against any and all claims in connection with any legal action or violation of any trademark or IP right of any party related to the domain registration, Publisher’s KW DNs, and to any Server Changes made to Publisher’s KW DNs under the domain registration. 

3.6 Company shall hold Publisher’s KW DNs in trust to the extent permitted by law, and Publisher’s KW DNs shall not be subject to any lien, attachment, trustee process or any other judicial process of any of Publisher’s creditors.

4.PUBLISHER’S OBLIGATIONS 

Publisher shall:

4.1 Provide Company with accurate, complete and verifiable account, contact, and payout information and keep such information up to date at all times;

4.2 Not permit any other individual or entity (other than an entity’s authorized agent) to access or control Publisher’s MP Account;

4.3 Not establish more than one MP Account without Company’s prior written approval;

4.4 Regularly view the content on the MP (“MP Content”) that emanates from the Referral Traffic to ensure that the combination of keywords that Publisher chooses to drive the Referral Traffic to the MP does not breach these MP Terms or infringe upon any third-party’s rights since MP Content is generated automatically;

4.5 Direct the domain name servers of each of Publisher’s domains/keyword domains (together, “Publisher’s Domains/KW DNs”) to the domain name servers and IP addresses specified by Company and/or redirect Publisher Marketing Content to the Internet URL specified by Company;

4.6 Not use the MP or the Site for any purpose that is unlawful, fraudulent, unethical, improper, or prohibited by these MP Terms, in Company’s sole and absolute discretion;

4.7 Refrain from stress testing any aspect of the MP;

4.8 Not pop-up or pop-under any of Publisher’s Domains/KW DNs without the prior written approval of Company;

4.9 Not send Referral Traffic to the MP by any of the following methods: listings on newsgroups or discussion boards, bulk emails, ICQ postings, chatroom/IRC postings, frames, zero pixel frames, hitbots, clickbots, spiders, CGI scripts, Java scripts, paid to click programs, paid to read programs, reciprocal click agreements, click farms or any other similar method, as determined by Company in Company’s sole and absolute discretion;

4.10 Not utilize or permit use of any of the Referral Traffic for the delivery of unsolicited commercial email messages (i.e., spam, as that term is defined in the U.S. CAN-SPAM Act of 2003) or for any other illegal, unethical, and/or improper purpose or activity, as determined by Company in Company’s sole and absolute discretion; and/or

4.11 Prevent “bots” or “spiders” from initiating requests for Publisher’s Domains, search results, or executing Click-Throughs on unauthorized landing pages or linked websites.

4.12 Publisher shall comply with all of Company’s Policies, including, without limitation, the Compliance Policy found here Compliance Policy.  

4.13 Publisher shall comply with all applicable rules, policies, guidelines, instructions, and requirements of any third-party ad partner that relate to or govern the use of the MP. Publisher acknowledges and agrees that such third-party requirements may be updated or amended from time to time, and Publisher shall remain responsible for ensuring ongoing compliance with all such requirements.

4.14 In the event that Publisher’s MP Account, campaign(s), or domain(s) are suspended, blocked, or terminated by any third-party ad partner, the parties agree that Company shall be entitled to retain and collect the remaining balance in Publisher’s MP Account as liquidated damages. The parties further acknowledge and stipulate that actual damages stemming from such suspension, blocking, or termination—including, without limitation, administrative costs, reputational harm, and any potential blocking of Company’s advertisements—are inherently uncertain, difficult to quantify with precision, and would be impracticable or extremely challenging to calculate. The amount retained by Company is therefore intended to be a reasonable estimate and fair measure of compensation for these damages and is not intended as a penalty. The parties expressly represent that this provision has been negotiated in good faith and reflects their mutual intention that Company be compensated for its losses without imposing an unlawful or excessive charge. Company reserves the right to pursue additional damages to the extent actual harm exceeds the agreed-upon liquidated damages.

5.PROHIBITED PRACTICES 

5.1 Company reserves the right to disable and/or discontinue any aspect of the MP at any time, without notice to ensure Publisher’s compliance with these MP Terms. The Offensive Domain Name Policy may be updated by Company at any time, and it is Publisher’s responsibility to periodically check the Offensive Domain Name Policy to ensure Publisher’s compliance with it.

5.2 Publisher shall not engage in any of the following practices: (a) “blind links” (i.e., where end users do not know that they will be performing a search); (b) misleading links in which an end user is persuaded to perform a search in order to obtain some other benefit; (c) searches from or after 404 or other error messages; (d) “exit traffic” (i.e., when the end user is presented with search functionality or required to perform a search prior to exiting a Web page); (e) searches required of the end user in order for the end user to do another function, such as leaving a webpage or closing a pop-up window; (f) searches performed upon an end user hitting the back button or any element of the browser; (g) searches or displays of Company’s or any of Company’s upstream ad partners’ content within pop-up or pop-under windows; (h) searches from banner or other advertisements without prior written approval of Company; (i) searches from or within an email; (j) the use, display, syndication, sublicense or delivery of Company’s or any of Company’s upstream ad partners’ content on or to any website or application or anywhere else other than the MP and Company’s upstream ad partners’ content; (k) modification or alteration in any way of the search results or advertisements; (l) disabling of the back button or any other element of the browser; (m) replacing the end user’s web-browser homepage without the end user’s express prior consent; and/or (n) stripping, blocking or filtering of Company’s or any of Company’s upstream ad partners’ content, whether by a software application or by any other means, or any other practice that prevents or inhibits the display of Company’s or any of Company’s upstream ad partners’ content, in whole or in part.

5.3 Publisher shall also not, and shall not allow any third party, to: (a) modify, adapt, translate, prepare derivative works from, decompile (except to the extent allowed by law), reverse engineer, disassemble, or otherwise attempt to derive source code from the MP, the advertising links, or any other technology or Documentation obtained by Publisher regarding the MP; (b) crawl, index or in any non-transitory manner store or cache information obtained from the MP; (c) disclose Company’s Confidential Information to any third party including any third party offering services competitive with Company’s proprietary MP during the parties’ contractual relationship or after the parties’ contractual relationship ends; and/or (d) engage in any action or practice that reflects poorly on Company or Company’s upstream ad partners.

5.4 Publisher shall not use Publisher’s Domains/KW DNs and/or Publisher Marketing Content that violates applicable laws.

5.5 Publisher shall not restrict or inhibit any other third party or other MP account holder from using the MP including, without limitation, by means of “hacking” or defacing any portion of the MP.

5.6 Publisher shall not upload any materials that contain any virus, worm or other files, scripts or programs designed to damage or allow unauthorized access to the MP.

5.7 Publisher shall not remove any copyright, trademark or other proprietary rights notices contained in or on the MP.

5.8 Publisher shall not modify, adapt, sub-license, translate, sell, reverse engineer, decompile disassemble any portion of the MP, and/or the Documentation.

5.9 Publisher shall not use or access the MP and/or the Documentation in any manner that is illegal, fraudulent, deceptive, or otherwise unethical, including, but not limited to, accessing the Site and/or the MP, from any location where such access may be illegal or otherwise prohibited.

5.10 Publisher shall not “frame” or “mirror” any part of the MP without Company’s prior written authorization.

5.11 Publisher shall not use any spider, site search/retrieval application, robot or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the MP.

5.12 Publisher shall not harvest or collect information about Referral Traffic sent to the MP without Company’s express written consent.

5.13 Publisher shall not use the MP that in a way causes, or may cause, damage to the MP or impair the availability of access to the MP.

5.14 Publisher shall not use the MP to copy, store, host, transmit, send, use, publish, or distribute any material that consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit, and/or other harmful code or malicious software.

5.15 Publisher shall not use any systematic or automated data collection activities, including, but not limited to, scraping, data mining, data extraction, or data harvesting on or in relation to the MP without Company’s express written permission.

5.16 Publisher shall not use the MP to advertise, promote, market or solicit offers to acquire goods/services that compete with Company or the MP or any of Company’s other services.

5.17 Publisher shall not violate or breach any of Company’s Policies, including, but not limited to, the Compliance Policy found here: Compliance Policy. 

5.18 Publisher shall not use the MP to serve advertisements on any applications or websites that are likely to result in accidental clicks, including, but not limited to, gaming applications or gaming platforms.

5.19 Publisher shall, upon Company’s request, promptly provide reasonably detailed information regarding its traffic generation methods and sources. This obligation may include granting Company access to Publisher’s ad network accounts for the purpose of verifying compliance or further investigating potential or suspected non-compliance. Such access may be provided through, but is not limited to, data exports, read-only account access, screen sharing sessions, and/or the provision of detailed and relevant screenshots, as reasonably specified by Company. Publisher shall provide the requested information and access without undue delay, and in any event no later than thirty (30) days following Company’s request. Failure to provide such information and access within the specified timeframe shall result in a conclusive presumption of non-compliance.

5.20 Any reference in these MP Terms to Company’s written approval, consent, or authorization shall be construed to mean written approval by an authorized officer of Company and no other individual, regardless of title or apparent authority, shall be deemed to have the power to grant or withhold any such approval, consent, or authorization on behalf of Company. Any party seeking reliance on Company’s written approval bears the responsibility of confirming that the individual providing such approval is, in fact, an authorized officer of Company and that such approval has been memorialized in writing.

5.21 Company shall have no responsibility or liability whatsoever for any illegal, fraudulent, deceptive, or otherwise unethical activities conducted by Publisher or any third party acting on Publisher’s behalf. Company reserves the right, in its sole discretion and without notice, to immediately suspend or terminate Publisher’s access to the MP in the event Company suspects or determines that Publisher has engaged in, or is facilitating, any illegal, fraudulent, or unethical activities. Such termination shall be in addition to any other rights or remedies available to Company at law or in equity. In the event Company determines that Publisher has received any payments or benefits as a result of illegal, fraudulent, or unethical activities, Company shall have the right to (a) set off any such amounts against any amounts otherwise payable to Publisher, and/or (b) demand immediate repayment of (claw back) such amounts from Publisher. Publisher shall promptly repay any such amounts upon demand. 

6.PUBLISHER’S/YOUR CONTENT 

In addition to the conduct listed in the Prohibited Practices set forth in Section 5, Publisher shall not upload, display, perform, transmit, or otherwise distribute any content that: (a) is libelous, defamatory, obscene, pornographic, abusive,  threatening, or misleading; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or violates any applicable local, state, national, federal, or foreign law or regulation; or (c) violates Company’s Offensive Domain Name Policy, or any other of Company’s Policies. Company reserves the right to immediately terminate the transmission or other distribution of any such content available on any of Publisher’s Domains and/or Publisher’s Marketing Content using the MP, and if applicable, to delete any such content from Company’s servers.

If you have a RSOC account with us, the following additional terms and conditions apply to you and form part of your agreement with us: 

1. You are solely responsible for your content and the consequences of publishing, uploading, displaying, or posting your content on or via the MP. You acknowledge and agree that we are in no way responsible or liable for the content that you upload, publish, display, or post on or via the MP or that you otherwise make available to us. By providing us with your content, you grant us a worldwide, royalty-free, irrevocable, sublicensable, transferable right and license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your content in the course of providing our services to you and as otherwise set forth in these MP Terms and the General Terms. You assume all risks associated with your content, including anyone's reliance on its quality, accuracy, or reliability. 

2. You represent and warrant that you own or have the necessary permissions to use and authorize the use of your content as described in these MP Terms and the General Terms and that your content complies with these MP Terms and the General Terms. You may not imply that your content is in any way sponsored or endorsed by us. You acknowledge that your content may expose you to liability. For example, but not by way of limitation, you may be exposed to liability if your content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any laws or regulations. You acknowledge and agree that we (i) have no control over the quality, correctness, timeliness, safety, truthfulness, accuracy, or legality of any content uploaded, submitted, or posted by you, and (ii) will have no liability to you as a result of your submission or posting of, access or use of, or reliance on, such content.

3. We have the right to: 

1. Remove or refuse to post any of your content for any or no reason in our sole discretion.

2. Take any action with respect to your content that we deem necessary or appropriate in our sole discretion, including if we believe that such content violates these MP Terms or the General Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users or the public, or could create liability for us.

3. Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

4. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized actions or content. 

5. Terminate or suspend your access to all or part of the MP for any or no reason, including any violation of these MP Terms or the General Terms.

7.CLICK AND TRAFFIC FRAUD MONITORING 

Company has a zero-tolerance policy with respect to the use of automated, incentivized and/or otherwise suspect methods of referral traffic delivery. Company has developed and implemented multiple detection and analysis technologies to provide it with extensive information and insight into the Referral Traffic being sent to the MP. In the event that any Referral Traffic being sent to the MP is determined by Company to be fraudulently generated, Publisher’s MP Account will be immediately and permanently terminated, and all of the Referral Traffic associated with Publisher’s MP Account will be immediately and permanently banned from future entry into the MP, including any of Company’s other services. Furthermore, Publisher hereby agrees that Company may share such information, as determined by Company in Company’s sole and absolute discretion, with any of Company’s upstream ad partners. 

8. PAYMENT TERMS AND TAXES 

8.1 Subject to Publisher’s strict compliance at all times with these MP Terms, the General Terms, and all of Company’s Policies, Company may, in its sole discretion, pay Publisher a commission (“Commission”) based upon Referral Traffic that clicks on links on the MP (“Click Throughs”). Company will determine the method and timing of any Commission payments. Publisher may indicate a preference in its MP Account to receive Commissions in United States Dollars via ACH or wire transfer; provided, however, that Company retains the right to determine the payment to be sent and currency.  

8.2 Notwithstanding anything to the contrary, Company may, in its sole and absolute discretion, with or without notice, determine, modify, adjust, delay, deny, claw back, recoup, withhold, or set off any amounts paid or payable to Publisher, including any Commissions, in whole or in part, including, but not limited to, under the following circumstances:

(a) To satisfy any existing or potential obligations, liabilities, or claims owed by Publisher or asserted against Publisher;

(b) To comply with any applicable law, regulation, or governmental order; 

(c) Any suspected or actual breach of these MP Terms, Company’s Policies, or any other agreement with Company;

(d) If any of Company’s upstream ad partners determines that Click Throughs were invalid, or if any upstream ad partners deduct, adjust, claw back or reclaim any payments;

(e) To reimburse claims by Company’s upstream ad partners, such as those related to traffic quality;

(f) If third parties do not pay or withhold payments, or if Company does not receive payments;

(g) In the event of a breach of any of Company’s Policies;

(h) To deduct transaction or processing fees; 

(i) To make adjustments for technical reasons, such as inaccurate calculation of amounts payable due to technical problems; 

(j) In cases of suspected fraud, disputes, or chargebacks;

(K) If Referral Traffic sent to the MP is high risk or likely to result in negative deductions from Company’s upstream ad partners; 

(l) Any Force Majeure Event as set forth in Section 20 of the General Terms;  

(m) Any adjustments made based on special agreements between Company and Publisher; or 

(n) Any other adjustment deemed appropriate by Company.

Company shall not be liable to Publisher for exercising any of its rights under this Section. Publisher expressly acknowledges and agrees as follows: (i) Company shall have the sole and absolute discretion to determine the calculation, amount, and payment of all Commissions, including, without limitation, any and all adjustments, deductions, chargebacks, claw backs, or other modifications, for any reason whatsoever; (ii) all calculations, determinations, and decisions made by Company with respect to Commissions shall be final, binding, and conclusive on Publisher in all respects; (iii) Company may receive, and shall be entitled to apply, any deductions, adjustments, chargebacks, or claw backs at any time, including after payment of Commissions to Publisher, and Company shall have the right, in its sole discretion, to offset, withhold, or require repayment from Publisher for any such amounts at any time; (iv) Company shall have no liability or responsibility of any kind for any deductions, adjustments, chargebacks, claw backs, or other modifications to Commissions, including, without limitation, those imposed by third parties, all of which are expressly acknowledged by Publisher to be outside of Company’s control; and (v) all Commissions are subject to change, reduction, or reversal at any time as a result of any such deductions, adjustments, chargebacks, claw backs, or other modifications, whether imposed by third parties or otherwise.

8.3 Company reserves the right to demand verification of Publisher’s identity before paying Publisher a Commission. Company may, at any time and in its sole discretion, verify the eligibility of any customer or user to access or use the MP, including, but not limited to, verification for compliance with applicable laws, regulations, Company’s Policies, or any other reason deemed appropriate by Company. Company may withhold, delay, or suspend any payments or provision of the MP to any party pending completion of such verification, and shall have no liability for any resulting delay or withholding. 

8.4 The minimum payout amount of Commissions is twenty dollars ($20) for payment by direct deposit (ACH) and one thousand dollars ($1,000) for payment by wire transfer. If Publisher designates to be paid via wire transfer and Publisher’s balance is more than one hundred dollars ($100) in Publisher’s account but below one thousand dollars ($1,000), it may choose to be paid via wire transfer but a fee of twenty-five dollars ($25) will be deducted from the monies paid out to Publisher. The twenty-five dollar ($25) fee is assessed by Company. Company reserves the right to change the minimum Commission payment amount at any time. If the minimum Commission payout amount is not met, it will continue to roll over to the next payment cycle until the minimum has been met or until Company’s and Publisher’s contractual relationship ends, except in the instance that the contractual relationship ends because Publisher is in breach of the General Terms, these MP Terms, or any of Company’s Policies. Unpaid Commissions may accrue where Publisher fails to provide or update valid payment information. Notwithstanding the foregoing, roll over Commissions will expire twenty-four (24) months after being generated and will no longer be payable to Publisher thereafter. Unpaid Commissions may accrue where, among other things, Publisher fails to provide or update valid payment information or to meet to minimum payment amount noted above by month’s end.

8.5 Company will track Commissions for Click Throughs on the MP that originate from Referral Traffic. Notwithstanding anything to the contrary, Company shall have the sole and absolute discretion to determine whether any Commissions are due and payable to Publisher.  Payment of any Commissions, if and when due, shall be remitted to Publisher on a “net-30” basis, i.e., within thirty (30) days of the end of the calendar month in which such Commissions are earned, unless such payment due date falls on a weekend or United States holiday. Notwithstanding the foregoing, Company reserves the right to modify the timing of any such payments at any time in its sole discretion, including, without limitation, if Company determines that additional time is necessary to verify or adjust payment calculations, process or determine any claw backs, or ensure compliance with these MP Terms or any of Company’s Policies. 

8.6 When Company issues a payment instruction to Company’s payment processing partner within the aforementioned thirty (30) days, Publisher may not realize actual receipt of payment until later than thirty (30) days due to the processing and transmission time required by the processing partner and/or inherent to the method of payment. 

8.7 All statistics displayed in the Publisher’s MP Account or otherwise communicated to Publisher by Company are provided for informational purposes only and do not constitute, nor should they be relied upon as, real-time or accurate accountings of Click-Through statistics or Commissions earned. Any analytics functionalities made available through the MP are offered solely for the convenience of users and are not warranted to be accurate, complete, or reliable. Company reserves the right to modify, suspend, or discontinue any analytics functionalities at any time, in its sole discretion. Such functionalities may depend on data from various external sources, which may not always be available, accurate, or complete. Company disclaims any responsibility or liability for the availability, accuracy, completeness, or reliability of any analytics functionalities or the underlying data. The calculation and payment of Commissions shall be determined exclusively by Company, in its sole discretion. 

8.8 Company will not include in Company’s Commission calculations any Click-Throughs or redirects for which Company is unable to get paid by Company’s upstream ad partners (i.e., in the event of a system failure or other technical difficulty with Company or Company’s upstream ad partners). Company will not be liable to pay Publisher for Click Throughs that originate from Publisher’s Domains/KW DNs and/or Publisher Marketing Content that lead to Company’s upstream ad partners not otherwise recorded or charged to Company by Company’s upstream ad partners. 

8.9 If Company determines an error or a mistake has occurred in the calculation or payment of Commissions previously paid to Publisher, Publisher shall promptly repay to Company, upon Company’s request, any portion of the Commissions that was mistakenly paid to Publisher. If Company overpays Publisher as a result of any deductions made by an upstream ad partner during any Commission period, Company may offset the amount of such overpayment against Publisher’s future Commission payments. If Publisher’s MP Account is terminated before Company becomes aware of the upstream ad partner deductions and all Commission payments have already been made to Publisher, Company will provide written notice to Publisher (email being sufficient) and Publisher shall then reimburse Company for the amount of the upstream ad partner deductions by wire transfer or ACH within thirty (30) days of the date of Company’s notice.

8.10 Publisher shall have no more than thirty (30) days from the date any Commission payment is made to notify Company in writing of any dispute regarding the amount paid. If Publisher fails to provide such written notice within this thirty (30) day period, Publisher irrevocably waives any right to dispute or claim any adjustment to such Commission payment, and all such payments shall be deemed accepted by Publisher. Company’s own records, including, but not limited to, Click-Through measurements and related data, shall be binding and conclusive for purposes of determining all payment obligations under these MP Terms.

8.11 Publisher will provide and maintain complete and accurate contact and payment information associated with Publisher’s MP Account, including up to date tax-related information.  The specific documents that Publisher is required to submit to Company will depend on Publisher’s status with the United States and Publisher’s business activities within the United States. Publisher agrees to submit complete and accurate tax-related documentation, as requested by Company, in order for Company to fulfill Company’s tax reporting obligations. Depending upon Publisher’s status, Publisher will be required to furnish to Company one of the following forms of documentation: Form W-9, Form W-8 or a Certification of No US Activities. Company does not provide tax advice, and Publisher is responsible for consulting with a qualified tax professional if it has any questions regarding the forms it is required to submit to Company.

8.12 Company will not withhold taxes from any Commission payments due to Publisher upon Publisher’s submission of the requisite tax-related documentation, and each party is responsible to pay all local, state, federal and/or foreign taxes based on each of their respective incomes.

9. INTELLECTUAL PROPERTY RIGHTS AND NON-DISCLOSURE OF COMPANY’S CONFIDENTIAL INFORMATION 

9.1 "Intellectual Property Rights" means any and all (a) registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, design, mask work, topography, trade secret, database protection or other intellectual property rights or proprietary rights laws, (b) similar or equivalent rights or forms of protection, (c) goodwill associated with the foregoing, and (d)  enhancements of and to the foregoing, existing in any part of the world, for the entire duration of such rights.

9.2 Company and/or Company’s upstream ad partners maintain all right, title and interest in connection with their respective Intellectual Property Rights. As to Company, such Intellectual Property Rights include, but are not limited to, the source code to the MP, the MP, the Documentation, the look, feel and functionality of the MP, and aggregate metadata collected from Referral Traffic. 

9.3 “Confidential Information” means any information that Company provides to Publisher (directly or indirectly), whether or not marked, designated or otherwise identified as confidential, including, but not limited to, Company’s business affairs, Company confidential business contracts, products, services, confidential Intellectual Property Rights, trade secrets, third-party confidential information, and other sensitive or proprietary information. Without limiting the foregoing, “Confidential Information” of Company includes the Documentation, and terms entered into with Publisher. Confidential Information does not include information that (a) was previously known to Publisher without obligation of confidence, (b) is independently developed by Publisher without reference to the Confidential Information, (c) is acquired by Publisher from a third party which is not under an obligation of confidence with respect to such information, or (d) is or becomes publicly available through no act, omission, disclosure, breach, or any other fault of Publisher. Publisher will: (x) hold in strict confidence the Confidential Information, (y) not copy, distribute, transmit, share, or otherwise use or exploit any Confidential Information, except solely to the extent necessary to perform under these MP Terms, and (z) not disclose to any third party any Confidential Information. Publisher may provide Confidential Information in connection with a valid court order, subpoena or government request, provided that Publisher shall notify Company promptly (email will suffice) and cooperate with Company to obtain confidential treatment or a protective order for such Confidential Information. 

9.4 In the event of actual or threatened unauthorized use or disclosure of Confidential Information, Company will be entitled to seek appropriate equitable relief, including injunctive relief (without bond), a protective order, or whatever other remedies it might have available at law.

9.5 Publisher maintains all right, title and interest including, without limitation, to its Intellectual Property Rights relating to Publisher’s domains and Publisher Marketing Content.

10.TERMINATION 

10.1 Termination for Convenience. Either Publisher or Company may terminate their contractual relationship immediately for any reason or no reason at all. In addition, Company reserves the right to deny the MP or any of Company’s other Services to Publisher or to terminate any individual’s or corporate entity’s (through its agent(s)) right to access or use the MP and/or the Site or any portion thereof at any time without notice for any or no reason and immediately deny, terminate, or disable Publisher’s MP Account at any time without notice, including if it is determined by Company that Publisher is generating fraudulent or invalid Click Throughs. Company reserves the right to block, stop, or terminate any parts of Referral Traffic to the MP, including the right to block, stop or terminate any portion of Referral Traffic from being monetized. If Company terminates Publisher’s use of the MP, Company has no obligation to notify Publisher of the reason, if any, for such termination.

10.2 Termination Due to Bankruptcy/Liquidation. Either Publisher or Company may terminate their contractual relationship effective immediately if either party is adjudicated bankrupt, becomes insolvent, voluntarily or involuntarily commences liquidation, if a receiver (temporary or permanent) is appointed by a court of competent jurisdiction and not dismissed within thirty (30) days after appointment, if either party makes a general assignment for the benefit of creditors, or if execution is levied against substantially all of either party’s property or which would have an adverse effect on the operation of either party and is not removed within 30 days.

11.EFFECT OF TERMINATION 

11.1 In the event of termination, Publisher is no longer authorized to access the Site, the Services, Publisher’s MP Account, and the MP, and the restrictions and provisions imposed on Publisher with respect to content, the disclaimers, indemnities, and limitations of liabilities and any other right, obligation, or provision under these MP Terms that, by its nature, should survive termination or expiration, shall survive termination. 

11.2 All Confidential Information will remain the property of Company, all rights and licenses granted by Company to Publisher shall cease immediately, and Publisher shall promptly return, or destroy and certify in writing the destruction of all Confidential Information of Company. The confidentiality of Confidential Information and the obligation of confidentiality hereunder shall survive any expiration or termination of these MP Terms until such time as the information in question ceases to be confidential, except for trade secrets.

11.3 Except for the date(s) that Publisher may be found to violate these MP Terms, upon expiration or termination of the contractual relationship, and subject to factors that affect payment and payment terms and conditions in Company’s sole discretion, Company will send to Publisher the balance of the Commission due, subject to and in accordance with Section 8, and suspend or delete Publisher’s MP Account.  

12.PUBLISHER’S REPRESENTATIONS AND WARRANTIES 

Publisher hereby covenants, represents and warrants that:

12.1 The MP Terms are valid and binding upon Publisher;

12.2 Publisher has all necessary legal, corporate or other power and authority to make, execute, deliver and consummate the General Terms and these MP Terms and to abide by Company’s Policies and perform all of Publisher’s obligations; 

12.3 Each of Publisher’s Domains/KW DNs listed in Publisher’s MP Account are either owned, operated and controlled by Publisher or owned, operated and controlled by the entity that has granted Publisher express written authorization to act on such entity’s behalf; 

12.4 Publisher Marketing Content is either owned, operated and controlled by Publisher or owned, operated and controlled by the entity that has granted Publisher express written authorization to act on such entity’s behalf; 

12.5 Publisher is using the MP solely to send Referral Traffic to the MP;

12.6 Referral Traffic to the MP originates from Company pre-approved referral traffic sources;  

12.7 Publisher shall not intentionally post misleading information with regard to any of Publisher’s Domains/KW DNs and/or Publisher Marketing Content; 

12.8 As of the date of entering into these MP Terms and at all times thereafter, neither Publisher nor any of its directors, officers, employees, agents, or any person or entity directly or indirectly owned or controlled by Publisher: (a) is located in, organized under the laws of, or ordinarily resident in any country or territory that is subject to a U.S. Government or any of its allies embargo or that has been designated by the U.S. Government or any of its allies as a “terrorist supporting” country; (b) is listed on any U.S. Government or any of its allies list of prohibited or restricted parties, including, but not limited to, the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Office of Foreign Assets Control (“OFAC”) or any other list maintained by any governmental authority imposing economic sanctions or trade embargoes; (c) is involved in any criminal, unethical, money laundering, or terrorist activities or organizations; (d) is otherwise a person or entity with whom Company is prohibited from engaging or otherwise dealing as a result of any sanctions imposed by OFAC or any other governmental authority; or (e) will use, directly or indirectly, the MP, or any funds received under these MP Terms, for any purpose that would result in a violation of sanctions imposed by OFAC or any other applicable governmental authority by any party. If, after the date of entering into these Terms, any of the foregoing representations cease to be true, then Publisher shall promptly notify Company in writing;

12.9 Publisher shall not act, either directly or indirectly, to encourage or require end users, either willingly or unwillingly, to click on search results or advertisements and/or to generate Click Throughs by any means that could be reasonably interpreted as coercive, incentivized, misleading, malicious or otherwise fraudulent in nature; 

12.10 Publisher shall (i) not advertise any of Publisher’s Domains/KW DNs and/or Publisher Marketing Content in a manner that would increase the likelihood of fraudulent or low-quality Click Throughs and that Company may ignore or credit back Commissions based on Referral Traffic that Company, in Company’s sole and absolute discretion, believes is questionable in nature or otherwise of low quality in nature or source and (ii) ensure that none of Publisher’s Domains/KW DNs and/or Publisher Marketing Content either is or may reasonably be deemed inappropriate or offensive, including as set forth in Company’s Offensive Domain Name Policy;

12.11 Publisher is solely responsible for compliance with United States and international regulations such as the California Consumer Privacy Act (CCPA) and the EU GDPR and at all times, Publisher is responsible for ensuring the source of Publisher’s Domains/KW DNs and/or Publisher Marketing Content complies with current, revised, or future regulatory or legal requirements;

12.12 Publisher shall not bring litigation against Company in connection with any domain name ownership dispute made or brought in connection with Publisher’s Domains/KW DNs and/or litigation against Company in connection with Publisher Marketing Content. Company is neither responsible for any content on Publisher’s Domains/KW DNs or Publisher Marketing Content through the MP nor is Company responsible for Publisher’s use of any website linked to or from the MP (even if such link is provided by Company);

12.13 Each of Publisher’s Domains/KW DNs and/or Publisher Marketing Content will not violate the Intellectual Property Rights of any third party in connection with the goods and/or services advertised through the MP; 

12.14 If Publisher receives notice from a third party accusing Publisher of infringing such third party’s Intellectual Property Rights in connection with Publisher’s Domains/KW DNs and/or Publisher Marketing Content on the MP, Publisher is obligated to immediately cease use of the MP that is/are the subject of such third-party notice and will notify Company (email is sufficient) as soon as practicable, but within no more than one (1) business day and provide any relevant information related to such notice to Company; 

12.15 In the event that a third party notifies Publisher that Publisher’s Domains/KW DNs and/or Publisher Marketing Content on the MP may infringe (a) the Intellectual Property Rights of such a third party or (b) is in violation of any applicable law, rule, regulation, or agreement with any third party (including any ICANN policy) or (c) Company identifies that Publisher is abusing the Site and/or infringing the MP in violation of the General Terms or these MP Terms, Company reserves the right to immediately block the Referral Traffic to the MP without prior notice to Publisher and to prohibit Publisher from sending Referral Traffic to the MP; 

12.16 Publisher shall not advertise or use any of Publisher’s Domains/KW DNs and/or Publisher Marketing Content in a manner that may cause negative publicity to Company or Company’s upstream ad partners. Publisher shall ensure that no Publisher’s Domains/KW DNs and/or Publisher Marketing Content either is/are or may reasonably be deemed inappropriate, offensive, unproductive and/or otherwise questionable in nature, either as set forth in  Company’s Offensive Domain Name Policy or as otherwise determined by Company in Company’s sole and absolute discretion. Company may immediately remove (or require Publisher to remove) any of Publisher’s Domains/KW DNs and/or Referral Traffic from the MP at any time for any reason; and 

12.17 Publisher is, and will remain, in full compliance with all terms and conditions set forth in these MP Terms, all of Company’s Policies as may be updated from time to time, and all applicable laws, rules, and regulations. 

13.DISCLAIMERS OF REPRESENTATIONS AND WARRANTIES AND LIMITATIONS OF LIABILITY

Company makes no representations, guarantees, or warranties that:

13.1 The accuracy or completeness of compliance features or otherwise guarantees that these features will satisfy regulatory requirements. Publisher, at all times, is responsible for ensuring Publisher’s Domains/KW DNs comply with current, revised, or future regulatory or legal requirements and hereby releases Company from any and all claims for damages and liability, warnings, injunctive relief of third parties, and other claims as well as any related costs and expenses caused by Publisher’s failure to comply with applicable laws or regulations;

13.2 Company’s upstream ad partners’ content will not violate any applicable laws;

13.3 The results displayed on the MP that emanate from Referral Traffic are appropriate, valid and non-infringing;

13.4 Publisher’s participation in the MP will generate any Commissions for Publisher; and/or

13.5 Any statistics displayed in Publisher’s MP Account regarding Commissions earned on Click Throughs, Referral Traffic or other statistics or information are accurate.  Any statistics displayed in Publisher’s http://Ads.com Account are provided “as-is” and without representation or warranty of any nature and Company shall not be held liable for any inaccuracies in relation to statistics or information displayed in Publisher’s http://Ads.com Account.

13.6 Company will not be responsible for any act or omission by Publisher or any third party, including, without limitation, any failure of any person to perform any contractual or other obligations to Publisher, Company or any third party or any violation of Intellectual Property Rights or privacy rights. 

13.7 No statements, advice or information provided to Publisher by any employee or representative of Company shall create any other warranty or alter the provisions of this section. 

13.8 EXCEPT AS PROVIDED HEREIN, PUBLISHER’S USE OF THE MP AND/OR THE DOCUMENTATION, INCLUDING ANY DATA PROVIDED, IS AT PUBLISHER’S SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW: (A) THE MP AND THE DOCUMENTATION ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED; AND (B) COMPANY AND COMPANY’S AFFILIATES, AGENTS, SERVICE PROVIDERS, EMPLOYEES, OFFICERS, DIRECTORS, CONSULTANTS, REPRESENTATIVES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, “COMPANY’S REPRESENTATIVES”) DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND THE ACCURACY, CONDITION AND AVAILABILITY OF THE MP AND THE DOCUMENTATION ARE PROVIDED ON AN “AS IS” BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTY THAT THE MP OR THE DOCUMENTATION WILL MEET PUBLISHER’S NEEDS, OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, NOR THAT THE MP OR THE DOCUMENTATION ON WHICH THE SITE IS HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PUBLISHER ACKNOWLEDGES THAT PUBLISHER IS RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE MP AND THE DOCUMENTATION, AND ALL CHARGES RELATED THERETO. PUBLISHER ASSUMES ALL RESPONSIBILITY AND RISK FOR PUBLISHER’S USE OF THE MP AND THE DOCUMENTATION AND PUBLISHER’S RELIANCE THEREON. NO OPINION, ADVICE OR STATEMENT OF COMPANY OR ANY OF COMPANY’S REPRESENTATIVES, WHETHER MADE ON OR IN CONNECTION WITH THE MP OR THE DOCUMENTATION SHALL CREATE ANY WARRANTY. COMPANY MAKES NO WARRANTY REGARDING RESULTS THAT MAY BE OBTAINED, ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED, OR ENFORCEABILITY OF ANY CONTRACT PROVIDED FOR USE BETWEEN PUBLISHER AND ANY THIRD PARTY. IN NO EVENT SHALL COMPANY OR COMPANY’S REPRESENTATIVES BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE MP, THE DOCUMENTATION, AND/OR THESE MP TERMS (HOWEVER ARISING, INCLUDING NEGLIGENCE). WITHOUT AFFECTING OR LIMITING THE OTHER LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION, THE MAXIMUM AGGREGATE LIABILITY OF COMPANY AND/OR COMPANY’S REPRESENTATIVES’ TO PUBLISHER FOR ANY AND ALL DAMAGES, LOSSES, OR CAUSES OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR ANY OTHER LEGAL THEORY,  ARISING OUT OF OR RELATING IN ANY MANNER TO THE MP,  THE DOCUMENTATION, AND/OR THESE MP TERMS, SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT OF COMMISSIONS PAID TO PUBLISHER IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, OR (B) $100 USD (ONE HUNDRED UNITED STATES DOLLARS). ANY CAUSE OF ACTION OR CLAIM PUBLISHER MAY HAVE ARISING OUT OF OR RELATING TO THE MP, THE DOCUMENTATION, AND/OR THESE MP TERMS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

13.9 THROUGH PUBLISHER’S USE OF THE SITE TO ACCESS THE MP AND DOCUMENTATION, PUBLISHER MAY HAVE THE OPPORTUNITY TO ENGAGE IN COMMERCIAL TRANSACTIONS WITH THIRD PARTIES. ALL SUCH TRANSACTIONS ARE AT PUBLISHER’S OWN RISK. COMPANY AND COMPANY’S REPRESENTATIVES ARE NOT PARTIES TO ANY SUCH TRANSACTIONS AND DISCLAIM ANY AND ALL LIABILITY REGARDING ALL SUCH TRANSACTIONS.

14.LIMITATION ON USE OF THE MP AND DOCUMENTATION 

Company does not consent to the MP or the Documentation being used or downloaded by any third parties for the purposes of developing, training or operating artificial intelligence or other machine learning systems (“Artificial Intelligence Purposes”), except as authorized by Company in writing. Absent such consent, Publisher, including any third parties accessing the MP and/or the Documentation through automated systems, are prohibited from using the Site, the MP, and/or the Documentation for Artificial Intelligence Purposes. Publisher or automated systems that fail to respect these choices will be considered to have breached these MP Terms.

15.INDEMNIFICATION 

Publisher hereby acknowledges and agrees to fully indemnify, defend, and hold harmless Company and any of Company’s Representatives (each an “Indemnitee”), harmless from and against any and all  actions, losses, liability, damages, recoveries, settlements, expense, claims or demands (including attorney, accountant, and expert witness fees and costs) (collectively “Claim”), known or unknown, contingent or otherwise, arising directly or indirectly out of or in connection with: (i) any act or omission by Publisher or its agents or representatives, including, but not limited to, any illegal, fraudulent, or unethical activities, Publisher’s Domains/KW DNs, Publisher Marketing Content and use of the MP; (ii) Publisher’s or its agent’s or representative’s breach or violation of these MP Terms, Company’s Policies, the General Terms, and/or any other agreement with any third party or with Company; (iii) any Claims made by any third party alleging that any of Publisher’s Domains/KW DNs and/or Publisher Marketing Content utilizing the MP infringes such third party’s Intellectual Property Rights; (iv) Publisher’s or its agent’s or representative’s violation of any law, regulation, or the rights of Company or any third party, including any alleged or actual violation of any privacy rights; (v) any act or omission on the part of Publisher or its personnel, including negligence or worse conduct; and/or (vi) Publisher’s content. If Company elects to control its defense, Company may settle or resolve such Claim in Company’s sole discretion and the foregoing indemnification shall still apply. If Company elects not to control its defense, Publisher will do so. Notwithstanding the foregoing, Publisher may not settle or resolve any such Claim without Company’s express written consent unless the resolution requires a withdrawal or dismissal (with prejudice) or full and final release in Company’s favor of all Claims asserted against Company, all without admission of liability, payment obligation, or agreement to refrain from any undertaking, on the part of Company or any Indemnitee. 

16. ADDITIONAL DISCLAIMERS OF WARRANTIES AND GUARANTEES 

16.1 Company makes no guarantees that Publisher’s participation in the MP will generate any Commissions, including for Publisher’s Domains/KW DNs. Company shall not be liable to Publisher in any way in the event of any Force Majeure Event as set forth in Section 20 of the General Terms, which Company cannot control.

16.2 COMPANY IS NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES (INCLUDING ADVERTISERS) THROUGH THE MP. PUBLISHER IS SOLELY RESPONSIBLE FOR THE CONTENT DISPLAYED ON PUBLISHER’S DOMAINS/KW DNS THAT HAVE BEEN ADDED TO PUBLISHER’S MP ACCOUNT. COMPANY AND ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, REPRESENTATIVES AND/OR AGENTS OR SERVANTS MAKE NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NON-INFRINGEMENT. DOMAIN PARKING STATISTICS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. COMPANY MAKES NO GUARANTEE OR WARRANTY AS TO THE ACCURACY OF ANY STATISTICAL INFORMATION PROVIDED.

16.3 The MP may be facilitated by various upstream ad partners and such partnerships may be updated or modified at any time in Company’s sole discretion. By using the MP, Publisher acknowledges and agrees that these upstream ad partners may have their own respective terms of service, data use policies, or other contractual obligations that govern the deployment, delivery, and performance of advertising content. Company makes no representations or warranties regarding such upstream ad partners’ activities, policies, or practices, and shall bear no responsibility for any disruptions, errors, or failures that may result from those parties’ actions. Publisher further agrees that any claims, disputes, or grievances arising in connection with ads served by upstream ad partners shall be resolved in accordance with such parties’ own policies and procedures, and that Company expressly disclaims any liability for the conduct or content of upstream ad partners. Publisher acknowledges and agrees that Company’s relationship with its upstream ad partners may be updated, modified, or terminated (in whole or in part) at any time and from time to time and Company expressly disclaims any liability arising from or related to any such update, modification, or termination. 

17. PARTNERSHIP OR JOINT VENTURE

These MP Terms do not constitute and shall not be construed as constituting a partnership or joint venture between Company and Publisher. Except for the obligations contained in these MP Terms, neither Publisher nor Company shall have any right to obligate or bind one another in any manner whatsoever, and nothing contained in these MP Terms shall give, or is intended to give, any rights of any kind to any third parties.

18.EQUITABLE RELIEF 

Publisher acknowledges that Company may be irreparably damaged if these MP Terms are not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of these MP Terms by Publisher, Company will be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, or to a decree for specific performance of the provisions of these MP Terms.

19. SUPERSESSION OF PRIOR AGREEMENTS

These MP Terms supersede and replace any and all prior or contemporaneous agreements, understandings, communications, negotiations, representations, or warranties, whether written, oral, express, or implied, relating to the subject matter of these MP Terms. Without limiting the foregoing, these MP Terms expressly supersede all prior versions of these terms and any prior agreements between the parties, in any form or medium, including, but not limited to, oral statements, oral or written conversations, written correspondence, electronic communications, proposals, or drafts. No other agreements, promises, representations, or understandings shall be binding unless set forth in a written amendment to these MP Terms signed by both parties.

Last Updated: July 25, 2025