Publisher Terms and Conditions

This Publisher agreement is made by and agreed to between Adscend Media Inc (“Adscend” or “Company”) and you ("Publisher" or "You"), the party submitting an application to become ADSCEND’s Publisher. The terms and conditions contained in this Agreement apply to your participation in ADSCEND’s publisher program accessible through the Company's website, services and additional products and websites offered by Company or applications ADSCEND may make available (“ADSCEND Publisher" or "Service").

Company reserves the right to make changes to the Services and this Agreement at any time and without notice. The most recent Agreement will be posted on Company's website (hereinafter "Site"). Continued use of the Services after such posting shall constitute Publisher's consent to such modification. If Publisher does not agree to this Agreement in its entirety, or any subsequent revisions or amendments, then Publisher is not authorized to use or access any Services offered by Company.

From time to time, the parties may negotiate and execute Insertion Orders (“IOs”) under which Publisher will deliver Advertiser's Media to consumers and users for and on behalf of ADSCEND’s third party advertisers (each such third party an "Advertiser"). Each IO shall constitute a separate contract between the parties, which contract shall be deemed to incorporate and include the terms and conditions set forth in this Agreement. For the purposes of each such contract, the term "Agreement" shall refer both to the terms and conditions set forth herein and the additional terms and conditions set forth in the applicable IO. In the event of a conflict between any terms of an IO and this Agreement, this Agreement shall prevail except where the specific section of this Agreement referenced for modification and the IO is signed by an authorized representative of both parties.

1. Enrollment as an ADSCEND Publisher
   1. Participation as an ADSCEND Publisher. To participate in ADSCEND Publisher you may be required to submit an application form on our website. You must accurately complete the application to become a Publisher (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. You must be at least eighteen (18) years of age to register as a Publisher. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal authority to bind such business entity to this Agreement. Your assent to the terms, representations and warranties contained within this Agreement creates a legally binding and enforceable contract between you and ADSCEND. Registration with Company shall not confer any right on Publisher to use or access Company's Services. Publisher is subject to approval by Company. All prospective Publishers must be approved by Company before they can become Publishers. Company reserves the right to withhold or refuse approval for any reason or for no reason. Once approved, Publisher's continued right to use the Services and participate as a publisher of Company is conditioned upon Publisher's ongoing compliance with this Agreement and Company's posted policies on the Site. Failure of the Publisher to observe the terms and conditions of this Agreement, or the posted policies will be a material breach and shall disqualify Publisher from any further participation in Company's Services and may result in termination or suspension, and/or the deactivation of all links in any Programs downloaded by Publisher, forfeiture of payment and legal action. Publisher shall promptly notify Company in the event of a material change in its business or marketing strategy. Company's approval of Publisher may be withdrawn by Company at its sole discretion at any time for any reason without prior notification
   2. Participation in Offers. During the term of this Agreement, Company provides services to Advertisers and third parties which post a link containing Advertiser's Marketing Programs (“Offer”) on Company's proprietary platform ("Platform"). The Offer may include all relevant terms (including but not limited to the offer Payout, or approved placement, tracking requirements, tracking period) and other terms under in which Publisher will receive payment when the applicable Program's requirements are fulfilled. Compensation is derived from a specified event ("Event") identified in a Program, such as clicks, click-through, sales, registrations, impressions and leads. In addition Company may post a link to a Program owned and operated by Company. The same terms and conditions apply to all Company owned Programs. Company shall have the right to suspend or terminate its provision of Services at any time, for any reason on ten (10) days notice to Publisher. After registering, Publisher may enter console dashboard and select Offers to embed on its Publisher Website, as defined hereinafter. Such Offers may link to a specific website for that particular Advertiser Program. By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement. The Publisher understands the Offers may be incentivized-based offers and that the Publisher shall make requisite notifications to its Visitors that the Offers are incentivized.
   3. Acceptance by Advertiser. After Your submitting an application or participating in an Offer, the Advertiser is able to accept or reject Your participation in its program ("Advertiser Program"). Upon such specific approval by such Advertiser for acceptance into its Advertiser Program (whether automatic or manual), Advertiser's Media, creatives and its URL link (which may not be modified in any way) may be added to the Advertiser Program and You may display (and remove) Links to Advertiser’s Media in accordance with the Advertiser’s Program terms and this Agreement. An Advertiser’s acceptance of You extends only to the entity, or individual, that entered into this Agreement with ADSCEND. You may not embed any Advertiser Link, Media or other campaign information in any website not specifically approved by ADSCEND (or the Advertiser via the Advertiser Program). Failure to comply with this (or any other term of this Agreement) may result in immediate termination from the Program and Your forfeiture of any Payouts earned and unpaid as of the date of Your termination.
   4. Referral Program. Publisher may refer others to join Company as a new publisher, using a special link found in the Tools section of Publisher's account on the Site. In order for a referred publisher to constitute a valid referral, and for Publisher to earn commissions as outlined below, the following must be true: (i) the referred publisher must be new to Company (applying for an account with Company for the first time); (ii) the referred publisher must not be a business partner, relative or co-habitant of Publisher and/or its principals; and (iii) the referred publisher's account must not be directly or indirectly under Publisher's control. Referred publishers must register with Company using Company's unique referral link to on the Application page on the Site. Referrals cannot be credited to you retroactively or manually. The validity of referrals is at the sole discretion of Company, and a "referred" account may be removed Publisher's referral list at any time if Company reasonably believes that one or more of the preceding guidelines has been breached. Publisher will receive a 5% commission on the payable/paid earnings of Publisher's referrals and provided your Account is a valid active account, generating its own Payout. Commissions are calculated on or about the 30th of the month, for the Events recorded in the prior month. Subject to the terms of payout, referral commissions will be added to the next payment that is sent to Publisher for its own earnings. Referral commissions do not count toward Publisher's minimum monthly commission. Referrals must be in good standing at the time that your referral commissions are paid, in order for you to earn a commission on that referral. Any Publisher that participates in the PixelPointTV rewarded video program acknowledges that it is explicitly forbidden to refer Publisher's users to sign up to PixelPointTV using a referral link. In the event Publisher generates referral commissions to PixelPointTV, publisher acknowledges that all referral commissions will be forfeited at the sole discretion of Company.
2. ADSCEND’s Services
   1. The ADSCEND Service. ADSCEND provides to the ADSCEND Publisher the Media, which is provided by the Advertiser, who assumes sole responsibility for its accuracy, Offer and content. The Media is made available to approved Publishers by ADSCEND. The Media may also include a Link to the Advertiser’s URL where a Visitor who is directed to the Advertiser’s URL may perform a specified action. Completed actions are monitored and tracked by the Service to the Publisher. ADSCEND will pay Publisher for each Authorized Transaction the Payout amount as defined in the respective Offer's description in accordance with the terms of this Agreement.
   2. The Media. ADSCEND enables Publishers to embed Media on their Website. You acknowledge that the embedding of the Media (via the Tag, other link or embed option) on Your website, may affect the functioning (loading, speed, or other function) of the Website. The Publisher acknowledges that ADSCEND does not constantly control all Media and the respective links, as Advertisers can change creatives or landing pages at their discretion.
   3. Advertiser's Program Terms. Advertisers may change any Payout rate at any time and the amended Payout rate shall be automatically updated within the Service.
   4. Certain Offers may not be displayed in Your Offer wall, as may be determined by the Advertiser or ADSCEND at their sole discretion. In addition, You may request certain Offers (or certain Advertisers) to be removed from display on Your, or your Publishers dashboard. Such requests should be submitted to Your account manager and may be approved or rejected at their discretion.
   5. If Publisher accepts a Program, Publisher agrees to place that Program's advertising links (including the landing page) and creative (including the subject and from lines, the Advertiser CAN-SPAM disclosures and any other disclosures provided therein) (collectively, the "Ad Content") on Publisher's Media (as defined below) exactly as the Ad appears on the Platform and Publisher will not alter such Ad in any way, including resizing of Ads, without written approval from Company. In addition, Publisher shall comply quality guidelines and prohibited uses as set forth herein.
3. Publisher Account and Information
   1. Publisher Websites. You agree to provide ADSCEND and the Advertiser with accurate information about the Website (including URL) or mobile application that shall be used to distribute the Media ("Publisher Website" or "Publisher Media"). Approval of the Publisher Website shall be provided at ADSCEND’s and/ or Advertiser's sole discretion. You further agree that you will not perform any of the Prohibited Uses and Prohibited Contents detailed below. ADSCEND shall have the sole discretion in determining whether any Prohibited Use or Prohibited Content had occurred and the result thereof, as detailed below.
   2. Use of Publisher Network or Sub-Publishers. Publishers that maintain their own networks and intend to broker the Offers (to transmit, place, distribute or display Ad Content), may only do so if the Publisher provides the Company with advance written notice of Publisher's intent to use Sub-Publishers to transmit, place, distribute or display Ads through their network. In case approval is granted, Publisher agrees to place the Links in its Publisher network (the "Network") for access and use by those publishers in the Network (each a "Sub-Publisher"). Publisher agrees that it will expressly forbid any Sub-Publisher to modify the Links in any way. Publisher agrees to maintain its Network according to the highest industry standards. Publisher's Sub-Publishers shall not be on any known blacklists such as Spamhaus or Spam-Cop (or similar). Publisher shall (i) require that each of its Sub-Publishers' websites, emails, Ad placement, content and conduct relating to the Ad Content and Programs and the transmission, placement, distribution and display of the Ad Content comply in all material respects of this Agreement applicable to Publisher's websites, emails, Ad placement, content, actions and conduct and (ii) monitor its Sub-Publishers to ensure that the Sub-Publishers are in compliance with this Agreement. As more fully set forth in Paragraph 13 below, Publisher specifically acknowledges and agrees that it shall indemnify and hold harmless Company and Advertisers for any Claims (as defined below) arising from or related to the actions or conduct of a Sub-Publisher(s). Sub-Publishers shall have no right, title or interest in or to the Services other than the limited right to display and serve Company Programs and Ad Content from the Services as sublicensed by Publisher. If a Publisher or Sub-Publisher fails to comply with any of the provisions of this Paragraph, Company, in addition to any other remedies available to it, shall have the right to immediately terminate Publisher’s participation in the Program. Publisher shall not permit any party to be a Sub-Publisher whose website or business model involves content containing Prohibited Content. All Sub-Publisher must be in good standing with Publisher. Publisher must require and confirm that all Sub-Publishers affirmatively accept, through verifiable means, terms at least equivalent to those in this Agreement prior to obtaining access to the Links and/or Advertiser's Media. Publisher shall promptly terminate any agreement with a Sub- Publisher who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Sub-Publisher with respect to the Service, the Links and/or Advertiser's Media, Publisher shall promptly disclose to ADSCEND the identity and contact information for such Sub-Publisher. Publisher shall promptly remove any Sub- Publisher from the ADSCEND Publisher and terminate their access to future Offers upon written notice from ADSCEND and shall forfeit any amounts due to Publisher. Publisher shall remain solely liable for all acts or omissions of any Sub-Publisher.
   3. Accurate, Up-to-Date Information. You agree to provide ADSCEND and Advertiser with accurate information about You and Your promotional methods, and to maintain up-to-date Account information (such as contact information, Websites used, payment information, payee information, etc.).
   4. Account Security. After accepting Your application to participate at the ADSCEND Publisher, as part of the registration process, You may be required to select a username and password combination that You use to access Your Publisher area within the Service. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to Your true identity. You are aware that ADSCEND may rely on any data, notice, instruction or request furnished to it by You. You shall notify your Account manager at ADSCEND of any known or suspected unauthorized uses of Your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your username and password. You shall be responsible for maintaining the confidentiality of Your username and password and You for all usage and activity on Your Account, including use of the account by a third party authorized by You to use Your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by ADSCEND and referral to the appropriate law enforcement agencies.
   5. Account access. In order to provide you with fast and easy access to Your Account, ADSCEND may place a cookie (a small text file) on any computer from which You access the Service. When you revisit ADSCEND, this cookie enables us to recognize you as the account holder and provide you with direct access to Your Account without requiring You to re-enter Your password or other identification information. You are responsible for maintaining the confidentiality of Your Account number and password and for restricting access to your computer. You shall not modify, change or delete the Tag and/ or Link provided to you, which includes your Publisher and/ or Sub-Publisher ID. Changing any portion of this information will impact your Payouts and may result in termination of your participation in the Service and forfeiture of Payouts earned. Publisher may only access the Site or Platform via web browser, e-mail or in a manner approved by Company. Publisher shall not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Services, the Site, the Platform, tags, source codes, links, pixels, modules or other data provided by or obtained from Company that allows Company to measure ad performance and provide its service. In addition, Publisher acknowledges that all non-public information, data and reports received from Company hereunder or as part of the services hereunder are proprietary to and owned by Company. If instructed to do so by Company and/or if Publisher shall be terminated by Company, Publisher will immediately destroy and discontinue the use of any Company data, including Services Data, and any other material owned by Company or the Advertisers.
   6. Restrictions on Offensive or Illegal Use. ADSCEND is committed to a legal, safe, friendly and equal environment. ADSCEND strictly prohibits the use of ADSCEND Service or any of its functionalities for offensive, illegal or harming purposes. You agree not to use the ADSCEND or Services to create, edit, post, link to or share any content that is harmful, unlawful, obscene, libelous, racist, hateful, or criminal or that violates the right to privacy or any other illegal, offensive or inappropriate content. ADSCEND reserves the right, on its sole discretion, to remove any content which deems to be illegal, offensive or inappropriate and to take action against the user, including, but not limited to, stopping the service.
   7. Account Suspension. In any event that ADSCEND suspects You violated any of the provisions of this Agreement, it shall have the right, in addition to other remedies available to it under any applicable law and under this Agreement, at its sole discretion, to immediately suspend Your Account without prior notice, forfeit any amounts due to You and impose penalties.
4. Payments
   1. Tracking Transactions and Payouts. ADSCEND shall determine (where possible) actual Payouts that should be credited to Your Account. Payouts shall be determined based on the information tracked by ADSCEND and/or provided to ADSCEND by the Advertiser for completed, non-charged back or non-fraudulent Authorized Transactions and the Offer rates using your Publisher ID. All Payouts are determined by the ADSCEND reporting servers and systems and all Payouts made, unless otherwise agreed in writing, shall be based solely on the Payout determined by ADSCEND and shall be deemed final. ADSCEND may make additional adjustments at the end of the month to reflect actual Payouts (or if an Advertiser’s program has ended but actions were incorrectly credited to the Account). If you have any questions or disputes regarding your month’s expected Payout amount, all inquiries must be sent to your account manager no later than 5 days following the end of the month, after which time, the reported Payout shall be deemed final. Your Payout information shall be available for your viewing via Your Account (note: Payout information as shown on Your Account are shown for illustrative purposes and are approximate). Payout amounts are deemed final by ADSCEND not later than the 20th of the month following in which the activity occurred. Manual adjustments may be made from time to time on Your Account to reflect any Transactions not credited in Your Account or if deductions need to be made from Your Account. ADSCEND reserves the right to review any and all Payout earned or made for a period of up to twelve-months in arrears and to make any adjustment against future or pending Payouts if there is any, low performance, fraudulent or suspicion of fraudulent activity or Transactions found in Your Account and such amounts shall be repaid to the Company within fifteen (15) days of such notification (or adjusted from your Account balance if available).
   2. Access to Tracking and Reporting Tools. ADSCEND shall provide You with access to tracking and reporting tools, and to support services. Tracking detail regarding Visitor Transactions may not be available on a real-time basis for all Advertisers and there may be reporting delays regarding Transactions for some Advertisers. ADSCEND shall not be liable for any delays, inaccuracies or downtime of reporting services.
   3. Payment Rules and Procedures. Payments to Publishers are currently made when Your Account reaches the Minimum Account Balance. Please review the Payment options, fees and method minimums in your Account for further details. All Transactions may be subject to a transaction fee by ADSCEND. You hereby agree to receive emails and notifications from our Payment Partner and acknowledge that Payment Information, provided to ADSCEND for purposes of facilitating Your payment, shall be provided to ADSCEND Payment Partner. You hereby authorize ADSCEND to submit such information to the required parties or ADSCEND Payment Partners.
   4. Facilitating Payment of Payouts. Subject to other provisions in this Agreement, ADSCEND shall credit Your Account with a Payout for each Authorized Transaction in accordance with the Advertiser’s Payout rate and Advertiser's Program terms for the relevant Transaction. Failure to provide valid Payment Information and otherwise comply with ADSCEND's deadlines as provided below, may delay payment to You. ADSCEND shall not be liable for any payment delays.
      1. Payment Information. ADSCEND shall use the Payment Information for facilitating Payouts payments. Your complete and valid address information is required in order to complete Payment. Failure to complete a valid address may result in the Payment being delayed, deferred or rejected. Any fees incurred by such incorrect information shall be reduced from Your Account. Compliance with all anti-money laundering is required and Payment must be made to an account located in the same country of domicile/ registration as entered in the address information.
      2. Submission of Invoices. If applicable by local law, you may be required to submit an invoice directly to ADSCEND for the month’s Transactions and commissions earned before any Payout may be made. Invoices should comply with Your VAT requirements (if any) and be provided in the accepted currency (using the applicable month’s average USD to accepted currency rate).
      3. Payouts Schedule. All information regarding Payout Schedule may changes subject to ADSCEND (and based on ADSCEND’s receipt of final reporting numbers from the Advertisers). Certain campaigns may be paid under different payment terms and such terms shall be notified to you or shall be displayed under the campaign details. Payment is usually made to You either thirty, forty-five or sixty days following the end of month (based on the applicable Offer terms) and subject to applicable Payout policies (such as, but not limited to verified actions, Minimum Account Balance and the like). Payment processing is subject to certain payment method minimums (example: $100 for ACH, Paypal, Payoneer), $300 for wire transfers) and some payment methods may incur a transfer fee.
   5. Tax liability. You shall be required to complete and execute the applicable tax form for payment. Tax forms are available via payment option in Your Account, please consult your tax advisor for all tax matters. ADSCEND shall bear no liability for incorrect tax form submission. In addition, any information provided by ADSCEND, regarding any Advertiser or Publisher or any other information, shall not be deemed tax legal advice.
   6. Payment Cycle. Provided (i) Your Account balance exceeds the Minimum Account Balance and the minimum balance required for Your Selected Payment Method; and (ii) You have submitted an approved invoice to ADSCEND by the Invoice Deadline, then by the Payment Date, ADSCEND shall process Your Payout (including any adjustments and less any withholding taxes, if applicable) by the Selected Payments Method. Please be aware the Payout amount is subject to adjustments by ADSCEND, as may be required by the Selected Payment Method and any applicable fees. Selected Payment methods are available based on Your country (as selected in Your address information). Some Payment methods may not be available in Your country and are subject to change based on Payment Partner or Payment processor.
   7. In the event that Your Payout does not reach the Minimum Account Balance for said month, or You did not approve the invoice by the Invoice Deadline, the unpaid Account balance shall be added to the following month’s Transactions and Payout to the Publisher shall be made on the next Payment Cycle.
   8. ADSCEND shall have no obligation to make payment of any Payouts for which ADSCEND has not received payment from the relevant Advertiser of all monies due to ADSCEND (including for all Payouts owed by such Advertiser to all of such Advertiser’s Publishers) or for Payouts determined by Advertiser as fraudulent or otherwise unacceptable or for Charge-backs or other non-collected amounts for any reason. Your recourse for any earned Payouts not paid to You shall be to make a claim against the relevant Advertiser(s), and ADSCEND disclaims any and all liability for such payment.
   9. Acceptable currencies. You may elect to receive Payouts in any of the currencies that ADSCEND supports (as may be amended by ADSCEND or Payment Partner). The conversion rate shall be determined in accordance with ADSCEND’s operating standards. The number or amount of Transactions, credits for Payouts, and debits for Charge-backs, as calculated by ADSCEND, shall be final and binding on You.
   10. Charge-backs. An Advertiser and/ or ADSCEND may apply a debit to Your Account in an amount equal to a Payout previously credited to Your Account in circumstances of: (i) product returns, cancellations or other voided transactions (as may be defined in the Advertiser Terms of Use); (ii) duplicate entry or other clear error; (iii) non-bona fide Transactions; (iv) non-receipt of payment from, or refund of payment to, the Visitor by the Advertiser; (v) under performance of an Advertiser campaign or low conversion rate, or (vi) Publisher failure to comply with Advertiser’s Program terms or other agreement with Advertiser (each, “Charge-back”). Charge-backs may be applied to Your Account at any time, including previous payment cycles. ADSCEND, at its sole discretion, may choose to offset such debit amount by deducting it from Payouts of any other current or future campaign Payouts.

   Dormant Accounts. If Publisher’s Account has not been credited with a valid, compensable (non-charged-back) Transaction (in excess of $0.10 of earned Payout in each month) during any rolling, six consecutive calendar month period (“Dormant Account”), a dormant account fee (up to Your full Account Balance) may be applied to Publisher’s Account by ADSCEND at any time and at its sole discretion and at which time the Account may be deactivated. Transactions will also not be counted if the Transaction subsequently becomes a Charge-back

5. Monitoring

   Company may, but is not required to, monitor Publisher’s activities (for reporting and payout purposes and/or monitor traffic and usage (including for determination of fraudulent activity) using Company Services, on its own or with the assistance of third parties. Without limiting the generality of the foregoing, Company or a third party retained by Company may monitor for assurance of compliance with this agreement, applicable legal requirements pertaining to Publisher's Media; applicable Advertiser campaign requirements; and/or other services. If the monitoring is done by a third party, Publisher authorizes such third party to share all such information with Company. An unsubscribe request to the Company by an authorized Publisher shall be separately and technologically identified so that Company will be able to ensure that each Publisher is not disseminating or otherwise using the unsubscribe list other than in a manner required by applicable law.

6. Prohibited Uses

   Failure to comply with each of the following Prohibited Uses of Links or websites (or any other term of this Agreement) may result in immediate termination from the Program and Your forfeiture of any and/or all Payouts earned and unpaid as of the date of Your termination:

   1. Locations. You may not place Links to any Media in third party newsgroups, message boards, messaging services, blogs, email distribution methods and other types of spam, link farms, counters, chatrooms, or guestbooks, unless specifically approved by ADSCEND in writing.
   2. Links. You may not (a) place the Links on your Publisher Website where the Media appears more than twice on that web or landing page (placing the Link on your Website multiple times or using other deceptive means such as, but not limited to, use of hidden ads or iframes, auto-refreshing, is considered to be fraudulent activity and prohibited acts under this Agreement; (b) use the Tag or other Media tag as a fallback advertisement to your Website, without the expressed written consent from ADSCEND; (c) modify your Publisher ID or Sub-Publisher ID. Publisher shall not take any actions to impede the action of, interfere with or any Advertiser or Company Links or tracking devices ("Tracking Devices") unless specifically instructed to do so by Company in writing. Publisher agrees, if requested by Company in writing, to modify or alter Links and/or Tracking Devices in the manner requested by Company.
   3. Non-Bona Fide Transactions. You must promote Advertisers such that You do not mislead the Visitor, and such that the Links deliver bona fide Transactions by the Visitor to Advertiser or Media from the Link. You shall not cause any Transactions that are not in good faith, including, but not limited to, using any device, program, robot, iframes, or hidden frames or any other method to fraudulently generate Transactions. Multiple actions from the same individual, entity or IP address may be considered non-bona fide Transactions. For non-incentivized Offers, Transactions resulting from a conversion rate ("CR") which is higher than the common customary rate as may be determined by ADSCEND. ADSCEND, at its sole discretion may adjust such transactions as non-bona fide Transactions and the number of Authorized Transactions used in the calculation of Payouts.
   4. Monitor and Inactivation. Company may, but is not required to, monitor Publisher's traffic and/or conduct for fraud. If fraud is suspected or detected, Publisher's account will be made inactive pending further investigation, to the extent that further investigation is necessary. Fraudulent traffic includes but is not limited to, click-through or conversion rates that are much higher than industry averages and where solid justification for such higher click-through or conversion rates is not evident to the reasonable satisfaction of Company; click or lead generation programs generating clicks or leads with no indication by site traffic that it can sustain the clicks or leads reported; fraudulent leads as determined and reported by Advertisers; use of any incentives (not authorized in the Offers) to procure clicks or leads; leads obtained other than through intended consumer action without prior written approval of Company. Other fraudulent conduct includes, but is not limited to pre-population of forms or mechanisms not approved by Company; use of sites in co-registration campaigns, sequential promotion or registration sites, unless approved by Company; use of phone books or similar such compilations of personal data, to complete lead generation forms; use of fake redirects, automated software, proxy servers and/or other mechanisms, actions and conduct deemed by Company to generate falsified, sham or illegitimate Events. If Company, in its sole and reasonable discretion, determines that Publisher has engaged in fraudulent traffic generation or other fraudulent conduct, Publisher shall forfeit its entire payout for all Programs and its account with Company shall be terminated. In addition, if the Publisher has already received payment for fraudulent activities, Company reserves the right to seek credit or remedy from future earnings or to demand re-imbursement from Publisher which Publisher shall make within five (5) business days of such demand.
   5. Infringement. None of Your promotional activities nor content on your Publisher Website may infringe any of the Advertiser’s, or ADSCEND's, or any third party’s proprietary rights (including but not limited to trademark, copyright rights and copyright piracy).
   6. Promotional Methods. You will not engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with the CAN SPAM Act of 2003 (Public Law 108-187 or any successor legislation), and/or any other laws (both US and international) and/ or regulations that govern email marketing and/or communications. You will not engage in pop-up or pop-under advertising using any means involving third party properties and/or services (software). Pop ups/unders are acceptable on a first party basis only when triggered by Your Publisher Website content /site visit or by downloadable software applications for which You are the owner/operator. Pop ups/unders delivered through downloadable software cannot engage in means that force clicks or perform redirects, or pop over a pay-per-click listing or natural search results and must comply with downloadable software installation requirements and end-user agreement requirements.
      
      Security Violations. You are prohibited from violating or attempting to violate the security of the ADSCEND Services, including, without limitation, (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with ADSCEND Services to any user, including, without limitation, via means of submitting a worm, viruses or other harmful, disruptive or destructive files, code or programs to the ADSCEND, overloading, "flooding," "spamming," "mailbombing" or "crashing;" (d) sending unsolicited email, including promotions and/or advertising of products or services; or (e) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting. Violations of ADSCEND security may result in civil or criminal liability. ADSCEND may investigate such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of this Service or any activity being conducted on this Service.
7. Prohibited Sites/Content
   1. You represent to ADSCEND that all Content and Publisher Websites You provide to the Service or use as part of the Service: (i) is solely and fully owned or managed by You or provided by You with the express authority of the company You represent; (ii) you will not post, disseminate or transmit any content that you do not have the right to disseminate or transmit under law, or contractual or fiduciary relationships.
   2. None of Your Publisher Websites may contain any Prohibited Content as described in the ADSCEND Quality Standard Guidelines (below) as may be updated. Failure to comply with any of the provisions of the ADSCEND Quality Standard Guidelines may result in immediate termination from the Program and Your forfeiture of any and/or all Payouts earned and unpaid as of the date of Your termination.
   3. Your site should contain original content. Sites that have been copied and/or ripped from other sources are not allowed.
   4. You shall not knowingly or intentionally provide, promote, distribute, place or otherwise publish or use as part of the Service any content, or Website that includes content, as detailed above in this Section 7.
   5. As ADSCEND may not review all information provided by You, You shall remain solely and fully responsible for Your content and Website.
8. Publisher Obligations to ADSCEND
   1. Personally Identifiable Information of Visitors. You are obliged not to enable the Tag or Tracking Code (as provided by ADSCEND) to collect personally identifiable information of Visitors that would allow ADSCEND to personally identify Visitors.
   2. Privacy. You must conspicuously post Your privacy policy on Your Website and otherwise make it available to all Visitors. Your privacy policy must comply with all laws and regulations regarding the privacy of Visitor information, be commercially reasonable, and fully and accurately disclose Your collection and use of Visitor information. You must fully and accurately disclose Your use of third party technology, including ADSCEND’s tracking technology, use of cookies and options for discontinuing use of such cookies. In addition to full compliance and acceptance of our Privacy Policy (which is incorporated herein into this Agreement and can be found at: https://adscendmedia.com/notices/privacy-policy and the Data Transfer Agreement https://adscendmedia.com/data-transfer-agreement, whose locations may change), at all times during the terms of this Agreement, the following provisions are hereby agreed:
      1. You agree: (i) to comply with all Applicable Data Protection Laws; (ii) to make sure you comply with all terms of ADSCEND's End-User Privacy Policy; and (iii) to conspicuously display, maintain, and make readily accessible to end users, a privacy policy that complies with all applicable laws as may be amended from time to time
      2. ADSCEND reserves the right to change the required privacy disclosures as mandated by law including self-regulation or practice, upon written notice to its customers. You agree to cooperate to implement such revised disclosure or such other disclosure as required by ADSCEND, or ADSCEND has the right to terminate if not cured after notice of breach.
   3. Applicable Codes and Code Maintenance. In order for ADSCEND to record the tracking of Visitors’ Transactions resulting from clicks on Links to Advertisers promoted by You, You must include and maintain the necessary Tracking Code within the Advertiser’s Links. Ad Content must be in an ADSCEND Publisher compatible format.
   4. With respect to the EU General Data Protection Regulation (Regulation 2016/679) ("GDPR") and the California Consumer Privacy Act of 2018 (the “CCPA”), the parties agree to comply with all applicable laws and the Data Transfer Agreement shall be incorporated into and shall be an integral part of this Agreement.
   5. You represent that: (i) have the full right, authority, permissions, approvals and consents, including from End-Users (if applicable) pursuant to any applicable law, to access, store, collect, analyze, use and process, and allow ADSCEND to do the same, personal or non-personally identifiable data (collectively, “End-User Data”) in connection with the Services and the Campaign and in accordance with the terms of this Agreement; (ii) You maintain a privacy policy on Your Publisher Websites that informs End-Users of the types of information (personal and non-personal information collected), the third-parties (including ADSCEND) that receive such End-User Data, explanation on the uses of the End-User Data and details on how End-Users can delete or opt-out of the collection of their data; (iii) the accessing, storage, collection, analysis, use and processing by ADSCEND of End-User Data, does not and will not infringe any third party’s rights; (iv) the Services (and any content therein, including without limitation, the Content Text, as defined below) do not and will not infringe upon any intellectual property rights, rights of publicity, privacy or data protection rights of any third party and will not contain, promote, include or advertise any information or content (including without limitation any text, sound, data photo or image) and/or product which is and/or which contains the content restrictions set forth in Section 6, 7 or the ADSCEND Quality Standard Guidelines.
9. Proprietary Rights
   1. Limited License, Permitted Uses. You are granted a non-exclusive, non-transferable, non-perpetual, non-sublicensable and revocable license during the term to access and use ADSCEND Platform, the Program, the Ad Content and Offers and other data reports, information on your Account (the “Site Data”) as made available in your Account, solely for the purpose of marketing or promoting the Programs hereunder and subject to this Agreement and the applicable Program Terms and with any agreement executed between you and us.
   2. Restrictions on Use that Infringes Copyright. ADSCEND is committed to protect copyright and intellectual property rights of creators and owners of content or software. By using the Service, You agree to strictly follow copyright law and agree not to use the Service in any manner which might be in conflict with others' rights. You should not, in any case, infringe any copyright (including but not limited to copyrighted images, videos, translation material, works, logos, products, music, text, etc.) in use of the Service. The Service and technology utilized by ADSCEND to operate the Service (or any part thereof), contain copyrightable materials, graphics, text, images, users, leads ,specifications, methods, procedures, information, know-how, algorithms, data, inventions, patents and patent applications (whether registered or not), technical data, interactive features, source and object code, files, interface and trade secrets of the ADSCEND or its partners or other third parties. For the purposes herein (between You and ADSCEND), all such material are ADSCEND Assets and are owned and/or licensed to ADSCEND and are subject to copyright and other applicable intellectual property rights under domestic laws, foreign laws and international conventions. To the extent the rights to any such ADSCEND Assets are held by You, You hereby licenses such rights to ADSCEND. Except for the limited license rights expressly granted to You in this Agreement, ADSCEND retains all right, title and interest in and to the ADSCEND Assets.
   3. Linking to Advertisers. By accepting Your participation in Advertiser's Program, the Advertiser is granting to You the a revocable, non-exclusive, right and limited license and sublicense to display and link to the Advertiser’s Website or Media and content in accordance with the Advertiser’s Program terms for the limited purposes of Promoting the Advertiser’s Program or ADSCEND Media, subject to the terms and conditions of this Agreement. Your use of the Link and/ or Media signifies Your agreement to refrain from copying or modifying any icons, buttons, banners, graphics files or content contained in the Link and/ or Media, including but not limited to refraining from removing or altering any copyright or trademark notices. As between ADSCEND and Publisher, ADSCEND owns all rights in and to all information regarding the Visitors that You refer to Advertisers through ADSCEND.
   4. Licenses to Advertiser’s Trademarks. By accepting Your participation in Advertiser's Program, the Advertiser is granting to You a non-exclusive, limited, revocable right to sublicense the use of Advertiser provided trademarks, banners, Video, Media and other content as provided to ADSCEND or Publisher through ADSCEND Publisher. All images, technology, Video, creative work, derivative work and other content (together the “Works”) provided for ADSCEND's and Your use, is and shall remain the sole property of the Advertiser (or the rightful owner of such Works where Advertiser has been granted explicit permission for the Works to be used or created as part of this Service) and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein ("Advertiser's Trademarks"). All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain the Advertiser’s sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, Video, ADSCEND Media or other the content or any of the images provided by Advertiser in any way, unless given explicit permission to do so by Advertiser.
   5. Revocation of Licenses. Advertiser or ADSCEND may immediately terminate Your license to Advertiser's Trademarks or Media. You acknowlAdscend the Advertiser’s or ADSCEND’s ownership and exclusive right to use the Advertiser's Marks and agree that all goodwill arising as a result of the use of the Advertiser's Marks or the Media shall inure to the benefit of the Advertiser.
   6. ADSCEND’s Use of Your Marks. You authorize ADSCEND to utilize Your trademarks, service marks, tradenames, and/or copyrighted material that You provide to ADSCEND through Your Account to promote Your participation in the Service.
   7. Your Use of ADSCEND’s Proprietary Rights. You agree that Your use of any ADSCEND trademarks, service marks, tradenames, and/or URLs (such as but not limited to, www.Adscend226.com) is subject to the license and terms of use that are available from such Website (“Terms of Use”). You explicitly agree not to adopt or use in any manner any trademarks, service marks, tradenames, and/or URLs that are the same or confusingly similar to, or are combined with, those of ADSCEND.
   8. Retention of Rights. All proprietary rights of Advertisers, You, and ADSCEND, and all goodwill arising as a result of such rights, inure to the benefit of such owner.
   9. You may not copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of ADSCEND’s platform or Service, either by itself or by anyone on its behalf, in any way or by any means, unless expressly permitted under this Agreement. Further, You may not (i) violate the legal rights of others and/or transmit or otherwise make available in connection with the Service, and any other services (and any part thereof) any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component including code to monitor users without their prior consent; (ii) interfere with or disrupt the operation of any Service; and/or (iii) use the Service in any way or context, that harms the goodwill or reputation of ADSCEND.
   10. Data Ownership. You understand that all personally and non-personally identifiable information, if any, provided by Visitors through the Tracking Code or ADSCEND Media or in response to an advertisement or request for information and/or any or all reports, results, and/or information created, compiled, analyzed and/or derived by ADSCEND from such data is the sole and exclusive property of Advertiser and ADSCEND and is considered ADSCEND’s Confidential Information pursuant to this Agreement. ADSCEND and/or its Advertisers, in their sole discretion, shall have the right to use, market and re-market any Visitors and/or data without further obligation to You. You shall not make any use of, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, such data or Visitors, or any portion thereof, to any third-party. Company shall own all right, title, and interest in and to Links, Tracking Devices and user data collected and derived through the activities of Publisher pursuant to this Agreement as well as all Content provided or submitted by Publisher for approval by Company. Company may choose to imbed certain data mining tools within Links from time to time ("Data Miners"). Any data derived by any such Data Miners shall be the sole property of Company. Company may, from time to time, opt to share data derived from Data Miners with Publisher to help Publisher optimize the quality of leads generated from Publisher's activities or to otherwise improve the quality, functionality and mutual profitability of the activities of the parties under this Agreement. If Company does share data derived from Data Miners with Publisher, Publisher agrees that this data will be used solely by Publisher for the purposes for which it is provided to Publisher and will not be shared by Publisher with any other third party or entity without the prior written approval of Company.
10. Confidentiality Obligations

    Either You or ADSCEND and its Advertisers may provide each other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party or that is reasonably understood to be proprietary and/or confidential (“Confidential Information”). The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated by a party) information: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that the receiving party had in its possession prior to the date of this Agreement. Upon termination of this Agreement, You must destroy or return to ADSCEND any Confidential Information provided by ADSCEND or its Advertisers to You under this Agreement.

11. Term, Termination, and Deactivation
    1. Term. This Agreement shall commence upon Your indication that You have accepted this Agreement by providing the required information and ‘clicking through’ the acceptance button on the ADSCEND Website and shall continue until terminated in accordance with the terms of this Agreement. This Agreement may be terminated by either party upon 3 days' prior notice.
    2. Termination by Advertiser. An Advertiser may terminate any relationship with You, one of Your Publisher Websites, or Your ability to use a promotional method, or Your participation in the Advertiser’s Program for any or no reason, upon notice to You, with immediate effect.
    3. Termination or Deactivation by ADSCEND. ADSCEND may terminate one of Your Publisher Websites, or Your use of a promotional method such as Tracking Code or other promotional method, from an Advertiser Program and/ or as ADSCEND Publisher, at any time in ADSCEND’s sole discretion. Breach of any Section of this Agreement is a cause for immediate termination from an Advertiser Program and/or termination of this Agreement, and may result in Chargeback of one or more Payouts (including all earned and unpaid Payouts in Your Account). ADSCEND may temporarily deactivate or terminate Your Account if: (i) You or Your agent are responsible for the improper functioning of the Media, or if You otherwise interfere with and/or fail to maintain the Tracking Code; (ii) Your Account has not been logged into and/or there have been no Transactions credited to Your Account for any 60 day period; (iii) ADSCEND determines You are diluting, tarnishing or blurring ADSCEND’s proprietary rights; (iv) You begin proceedings to challenge ADSCEND’s proprietary rights; (v) a third party (including an ADSCEND Advertiser) disputes Your right to use any Link, ADSCEND Media, domain name, trademark, service mark, trade dress, or right to offer any service or good offered on Your Website, or through any of Your promotional means; or (vi) You violate any terms of this Agreement, become insolvent in any way, violate any applicable law or ADSCEND guidelines including but not limited to, violation of the Prohibited Uses section of this Agreement, the ADSCEND Quality Standard Guidelines or other material breach. Upon termination of this Agreement, or in case of deactivation of Your Account, You shall no longer accrue Payouts in Your Account, including but not limited to subsequent views, sales and/or Leads for click-throughs that occurred prior to termination.
    4. Termination of Advertiser Programs and Offers. Advertisers Programs and Offers may be discontinued at any time.
    5. Post-termination. Upon termination of this Agreement, You must immediately remove all Links, ADSCEND Media, software or other content of Advertiser(s). Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement shall survive the termination of this Agreement to the extent that and as long as is necessary to preserve a party’s rights under this Agreement that accrued prior to termination.
    6. Changes to ADSCEND Publisher. ADSCEND reserves the right to add to, change, suspend or discontinue any aspect of the Service at any time. In the event of any material change, ADSCEND may notify You via e-mail, newsletter, the ADSCEND Web Sites or through the ADSCEND Publisher, at which time You may either agree to such changes or withdraw from the Service and any amounts due shall be paid in accordance with the Payout policy. Your continued use of the Service shall automatically be determined as Your approval of any such changes in accordance with the terms set forth herein.
12. Representations, Warranties, Disclaimers and Limitations
    1. Use of Links. You represent and warrant that all promotional means used by You will not contain Prohibited Content (including but not limited to content that is misleading, libelous, fraudulent, defamatory, obscene, violent, bigoted, hate-oriented, illegal, and/or promoting illegal goods, services or activities) or other objectionable content, and that You will not mislead others. You further agree to: (i) use ethical and legal business practices, (ii) while ADSCEND uses globally recognized content delivery networks and systems for the delivery of the Media, by using the Service, You hereby recognize that delays and such may occur and You shall not hold ADSCEND liable for any delay or problems that may occur while using any aspect of the Service in connection with Your Publisher Website. ADSCEND does not guarantee the delivery or results and Payouts of the Media or Links but shall make every effort to deliver such Media or Links.
    2. Authority. Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party’s behalf.
    3. Non-infringement Warranties. You represent and warrant that: (i) You have all appropriate authority to operate, and to any and all content on, Your Publisher Website(s); (ii) You have all appropriate authority or have obtained all the necessary licenses or authority (with respect to any applicable law in any country you operate or where your End-Users operate, to act as a Publisher and perform your obligations in any promotional method you may choose to use; (iii) Your Website(s) and Your promotional methods do not and will not infringe any third party, ADSCEND’s Advertiser, or ADSCEND’s, proprietary rights; and (iv) You shall remain solely responsible for any and all websites owned and/or operated by You and all of Your promotional methods. ADSCEND may or may not review all content on Your Publisher Website or used by You in Your promotional methods.
    4. Compliance with Laws. You are responsible for compliance with the requirements of all relevant legislation (including subordinate legislation and the rules of statutorily recognized regulatory authorities) in force or applicable in the United States or in any other applicable territory (for example, laws related to online gaming in the United States), data privacy, CAN-SPAM , FTC guidelines, data collection and storage and other applicable laws and warrant that no promotion method used by You or the content of Your Website(s) will render ADSCEND liable to any proceedings whatsoever.
    5. Limitation of Liabilities. ANY OBLIGATION OR LIABILITY OF ADSCEND, ITS PARENTS, SUBSIDIARIES, PARTNERS AND ADVERTISERS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF YOUR PAYOUTS PAID TO YOU BY ADSCEND OR ITS ADVERTISERS UNDER THIS AGREEMENT DURING THE THREE MONTHS PRECEDING THE CLAIM. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST A PARTY TO THIS AGREEMENT MORE THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT. YOU AGREE THAT ADSCEND SHALL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY (INCLUDING BUT NOT LIMITED TO A CLAIM BY ANOTHER PUBLISHER OR AN ADVERTISER OF THE NETWORK SERVICE), FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM. ADSCEND WILL MAKE REASONABLE COMMERCIAL EFFORTS TO KEEP ITS SERVICE OPERATIONAL DURING NORMAL BUSINESS HOURS. HOWEVER, CERTAIN TECHNICAL DIFFICULTIES MAY, FROM TIME TO TIME, RESULT IN TEMPORARY SERVICE INTERRUPTIONS. ADSCEND SHALL NOT BE RESPONSIBLE FOR ANY SYSTEM DOWNTIME. YOU FURTHER AGREE NOT TO HOLD ADSCEND LIABLE FOR ANY OF THE CONSEQUENCES OF SUCH INTERRUPTIONS.
       
       ADSCEND SHALL NOT BE RESPONSIBLE NEITHER FOR THE MEDIA, THE MEDIA CONTENT, THE CONTENT OF THE ADVERTISER’S WEB SITE, THE CONTENT OF YOUR WEBSITE NOR CONTENT OF ANY THIRD-PARTY SITE FOR WHICH LINKS ARE DIRECTED. ADSCEND DOES NOT CONTROL OR MONITOR ANY OF THE CONTENT MADE AVAILABLE USING ITS SERVICE AND SHALL NOT BE LIABLE, IN ANY CASE, FOR ILLEGAL, INFRINGING OR INAPPROPRIATE CONTENT CREATED OR DISPLAYED.
    6. Disclaimer of Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ADSCEND DISCLAIMS ALL WARRANTIES IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (C) THAT ADSCEND’S SECURITY METHODS WILL BE SUFFICIENT, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY, (E) AGAINST INTERFERENCE WITH ENJOYMENT OF THE PUBLISHER’S INFORMATION OR WEBSITE, OR (F) INTERFERENCE OR DELAY WITH THE FUNCTIONING OF THE PUBLISHER’S WEBSITE AS THE RESULT OF THE PUBLISHER’S USE OF THE ADSCEND SERVICE, ADVERTISERS PROGRAMS OR MEDIA. ADSCEND’S SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. THE MEDIA OR, SERVICE SHALL BE EMBEDDED AT THE PUBLISHER’S WEBSITE AND WHILE THE MEDIA OR SERVICE IS PROVIDED USING A GLOBALLY RECOGNIZED DELIVERY NETWORK OR THIRD-PARTY PROVIDERS, THE USE OF THE MEDIA OR SERVICE ON A WEBSITE MAY DELAY THE LOADING OR FUNCTIONING OF THE PUBLISHER’S WEBSITE. YOU HEREBY ACKNOWLEDGE THAT THE USE OF ADSCEND AND ITS SERVICES AND EMBEDDING OF THE MEDIA ON YOUR WEBSITE MAY DELAY OR CAUSE TO BE DELAYED THE FUNCTIONING OF YOUR WEBSITE AND YOU SHALL NOT HOLD ADSCEND LIABLE FOR ANY DAMAGES (WHETHER CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES) FOR SUCH OCCURRENCES. ALL ‘INFORMATION’ AND ‘COMPUTER PROGRAMS’ PROVIDED TO YOU IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. ADSCEND IS, UNDER NO CIRCUMSTANCES, RESPONSIBLE FOR THE PRACTICES, ACTS OR OMISSIONS OF ANY ADVERTISER OR PUBLISHER, OR SUCH ADVERTISER OR PUBLISHER’S WEBSITE(S), AND/OR THE CONTENT OF AN ADVERTISER’S WEBSITE OR THAT AN ADVERTISER MAKES AVAILABLE THROUGH THE SERVICE. ADSCEND FURTHERMORE DOES NOT GUARANTEE ANY RESULTS BY YOUR USE OF THE SERVICES. ADSCEND DOES NOT ENDORSE ANY ENTITY, PRODUCT, SERVICE, THIRD-PARTY WEBSITE PRODUCT OR SERVICE MADE AVAILABLE, USED AND/OR TRANSMITTED IN CONNECTION WITH THE ADSCEND SERVICES. THE USE OF ANY ADSCEND SERVICE, CONTENT, MEDIA OR FEATURE UNDER THIS AGREEMENT (AS MAY BE AMENDED) ARE AT PUBLISHER’S OWN RISK.
       
       YOU HEREBY AGREE THAT ADSCEND AND THE ADSCEND PAYMENT PARTNER SHALL NOT BE LIABLE FOR ANY LOSSES YOU MAY INCUR AS A RESULT FOR ANY DELAY IN PAYMENT, INCLUDING DELAYS AS A RESULT OF ADSCEND OR ADSCEND’S PARTNER NEGLIGENCE OR MISCONDUCT. ADSCEND SOLE LIABILITY SHALL BE TO MAKE FULL PAYMENT OF THE PAYOUT AMOUNT DUE AS SOON AS POSSIBLE.
    7. Remedies. No remedy or election shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.
    8. Benefit of the Bargain. THE PROVISIONS OF THIS SECTION 11 ARE AN ESSENTIAL ELEMENT OF THE BENEFIT OF THE BARGAIN REFLECTED IN THIS AGREEMENT
13. Publisher’s Indemnification Obligations

    Publisher shall defend, indemnify and hold ADSCEND and Advertisers harmless against all claims, suits, demands, damages, liabilities, losses, penalties, interest, settlements and judgments, costs and expenses (including attorneys’ fees) incurred, claimed or sustained by third parties, including but not limited to Advertisers, directly or indirectly as a result of (a) Publisher’s breach of or non-compliance with this Agreement and/or any Advertiser's Program terms, including but not limited to Prohibited Uses and use of Prohibited Content, (b) Publisher’s violation of any law, or an alleged violation of law by ADSCEND, that is a direct or indirect result of Publisher’s use of the ADSCEND Publisher and/or any Advertiser's Program, (c) Publisher’s use of the ADSCEND Publisher, (d) Publisher’s participation in any Advertiser Program, (e) any content, goods or services offered, sold or otherwise made available by Publisher to any person, (f) Publisher’s acts or omissions in using, displaying or distributing any internet links or Links obtained from the ADSCEND Publisher or elsewhere, including but not limited to Publisher’s use of internet links or Links, (g) any claim that ADSCEND is obligated to pay tax obligations in connection with payment made to Publisher pursuant to this Agreement and/or any Advertiser Program, and (h) any violation or alleged violation by Publisher of any rights of another, including breach of a person’s or entity’s intellectual property rights (each (a)-(h) individually is referred to hereinafter as a “Claim”). Should any Claim give rise to a duty of indemnification under this Section ‎12, ADSCEND shall promptly notify Publisher, and ADSCEND shall be entitled, at its own expense, and upon reasonable notice to Publisher, to participate in the defense of such Claim. Participation in the defense shall not waive or reduce any of Publisher’s obligations to indemnify or hold ADSCEND harmless. Publisher shall not settle any Claim without ADSCEND’s prior written consent. Publisher also shall indemnify for any reasonable attorneys’ fees or other costs incurred by an indemnified party in investigating or enforcing this Section ‎12. In the context of this Section ‎12 only, the term “ADSCEND” shall include officers, directors, employees, corporate Publishers, subsidiaries, parents, agents, partners and subcontractors.

    Publisher further agrees to indemnify ADSCEND against any claims by any Advertiser, partner, agency, network, user or other third-party that the ADSCEND Media violated the accepted use of such by posting them on any non-approved website or site that contains Prohibited Content. You further agree that failure to abide by this or any other clause of these terms of use may cause You to forfeit any Payouts due.he email) or five (5) days after mailing).

14. Special Rules Governing Email and Social Media Campaigns
    1. The following provisions shall be adhered to by all Publishers who are marketing Ads via email:
       1. Upon Company's request, Publisher will immediately provide Company with appropriate records verifying recipient's consent to receive email transmissions from Publisher. Such records include, but may not necessarily be limited to, the recipients, IP address at the time of registration or opt-in; the name of the website to which the recipient registered or opted in; the privacy policy which was posted at the time the recipient registered or opted in; the date the recipient registered or opted in and any other information which was collected at the time of registration or opt-in. If Publisher does not own or operate the originating source for the registration or opt-in, Publisher must obtain and produce at Company's request a written agreement from such source and data owner allowing Publisher's use of recipients' email addresses.
       2. No Random or Invalid Generation of Email Addresses. Publisher is responsible for knowing the source of its email list(s). Email addresses may not be obtained by the use of a program for random generation of email addresses, and/or "scraping" websites or online services.
       3. No Misleading Headers or Other Masking of Email Origin. An email may not include falsification of header information, false registrations for domain accounts, email accounts or IP addresses used in connection with email ads, and retransmissions of an email ad for the purpose of concealing its origin. No proxy server traffic is allowed. Publisher and/or their email delivery providers are prohibited from relaying or retransmitting emails from a computer or computer network that was accessed without authorization.
       4. Only approved and current content, including creative, text copy, subject lines and from lines, shall be used in any emails sent by Publisher on behalf of Company or its Advertisers. Publisher must use the Ads found on the Platform in any emails sent by Publisher. Publisher must have documented approval from Company to use any alternate creative, text copy, subject lines or from lines that are not located on the Platform. Any alterations of Ads submitted for approval by Company shall be thereafter owned by Company. Subject lines may not be false or misleading such that it would likely mislead a reasonable recipient as to the contents or subject matter of the email message and must accurately represent the product or service depicted within Ads.
       5. Ads Must Contain Clear Identification as an advertisement. Messages containing advertisements or solicitations must be clearly identifiable as such through a clear and conspicuous means or manner.
       6. Consumer Opt-Out Functions. Senders of commercial emails must give recipients an effective means of requesting not to receive future ads via email. At a minimum, Publisher must provide the recipient the ability to opt-out of receiving further emails from the Advertiser by placing in every email a valid physical street address provided by the Advertiser and a link to an internet based unsubscribe mechanism. The internet based unsubscribe link must remain in operation for thirty (30) days from the date of the original email transmission.
       7. Unsubscribe Request Processing. All unsubscribe requests must be honored within ten (10) business days from their receipt. Publisher must scrub against the Advertiser and Company's unsubscribe list at least every seven (7) days. It is best practice to scrub every three (3) days and is recommended by Company.
       8. Publisher shall download the most recent suppression file(s) for the campaign they intend to mail and will suppress all email addresses within its database that are in the file prior to launching any Ad by email campaign. For any campaigns that include a domain suppression list, Publisher agrees that it will download the most recent domain suppression list prior to mailing the campaign and will suppress all domains within its database found on such list. Publisher agrees that it will download and remove the domains located on the FCC's wireless domain names list located at http://www.fcc.gov/cgb/policy/DomainNameDownload.html from all mailings, prior to mailing.
       9. If a Publisher uses a third party to transmit emails, then that third party and Publisher will be treated as one and the same for the purposes of this Agreement.
    2. The following provisions shall be adhered to by all Publishers who are marketing Ads via social media:
       1. Ad Placement. Publisher may place or cause the placement of Ads only on websites that meet the Ad placement restrictions provided by Advertiser and Company. Publisher shall not place any Ad on or in conjunction with any online newspaper classified sites, Craigslist or other similar sites. Publisher shall remove any Ad that Company requests be removed within two (2) business days of such request and in no event later than any other deadline or time frame imposed by Company.
       2. Allowed Content. In no event will Publisher place or cause the placement of any content that is not approved by Company, including any ad other than an Ad provided by Company to Publisher or any content containing any trademark, logo, trade name or other property of the Advertiser unless approved in advance by Company and/or Advertiser.
       3. Intended Purpose. Publisher will not use any ad or other creative in connection herewith other than the Ads or other creative provided by Company to Publisher for the express purposes of this Agreement and any insertion order.
       4. Adjacency. No Ad shall be placed adjacent to content or other ads that promote pornography or nudity, tobacco, alcohol, violence, gambling, the use of firearms, libel, racism, hate or other offensive subject matter, or that contains obscene language, infringes on any intellectual property rights or trademarks, or any illegal activity whatsoever.
       5. Compliance with Website Guidelines. Publisher shall comply with all policies or other terms or conditions that apply to the use of a website where an Ad is placed, including without limitation, any terms of service, privacy policies, promotions guidelines, advertising guidelines, copyright policy, branding and promotion policy, statements of guidelines or principles and developer principles and policies, provided that the same are in compliance with all applicable laws, rule and regulations.
       6. Any violations of the foregoing Special Rules Governing Display and Social Media Campaigns may result in a warning, suspension, or termination by Company. In addition, a social media company may also choose to suspend a Publisher, terminate the Publisher's use of its service or pursue legal action against the Publisher if the Publisher violates the social media company's policies or other terms or conditions.
15. Miscellaneous
    1. Headings and References. Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph.
    2. Third Party Disputes. In the event of a third party claim against either: (a) ADSCEND’s intellectual property; or (b) against ADSCEND’s right to offer any service or good on ADSCEND’s Web Site(s) or if, in ADSCEND’s opinion, such a claim is likely, ADSCEND shall have the right, at its sole option and in its sole discretion, to (i) secure the right at ADSCEND’s expense to continue using the intellectual property or good or service; or (ii) at ADSCEND’s expense replace or modify the same to make it non-infringing or without misappropriation.
    3. Relationships of Parties/Third Party Rights. The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint venturers or partners with each other or employees or employers. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractors. You agree that Your consent is not necessary to modify any Advertiser Service Agreement.
    4. Provision of Info to Advertisers/Third Parties. You agree that ADSCEND may, but is not obligated to, provide Your email address(es) and basic Publisher Account detail (including but not limited to Your address, phone and fax number, Website name, the date the Website first entered into operation with the Service, and visitor demographics) to Advertisers. ADSCEND may provide any and all Visitor, Transaction and/or Tracking Code data to the Advertiser to which You referred such Visitor, and to any third party in ADSCEND’s sole discretion, including but not limited to all regulatory, legislative and judicial bodies, and pursuant to allegations and claims of proprietary rights infringement.
    5. Non-circumvention.
       1. Publisher explicitly agrees to withhold completely from entering into a business relation with or from approaching ADSCEND's clients either directly or through third parties with regard to user acquisition or performance marketing services for the term of this Agreement and a period of time of six months after the end of this agreement.
       2. Any direct or indirect business relations between Publisher and ADSCEND's clients with regard to ADSCEND Publisher have to either involve ADSCEND as intermediary or require ADSCEND's prior written consent.
       3. This also extends to any other companies founded, in whole or in part held, controlled or administered directly or indirectly by Publisher, as long as Publisher is able to prevent such actions against the interests of ADSCEND.
       4. Publisher is personally responsible to follow this commitment and must not use any means to circumvent his obligation.
       5. Because Company will be irreparably harmed by Publisher's conduct, and because the true extent of such harm will be impossible to quantify, monetary damages will not be an adequate remedy for any such conduct, Publisher agrees that Company shall be entitled to injunctive relief precluding Publisher from taking or continuing any action or conduct in violation of this provision, to be issued by any court of competent jurisdiction upon a showing of any such conduct by Publisher without posting bond or required demonstration of monetary damages. Such injunctive relief is in addition to and not exclusive of all other rights and remedies available to Company. The ability to seek and obtain injunctive relief is a bargained for provision of this Agreement. In addition, both parties agree and acknowledge that if Publisher violates its obligations under this section, in addition to injunctive relieve, Company will be entitled to liquidated damages in the amount of forty-five percent (45%) of the gross revenues resulting from sales conducted by Advertiser through the advertising or marketing efforts of Publisher.
       6. An obligation to reimburse damages will thereby not be excluded.
    6. In case Publisher can prove, to ADSCEND’s reasonable satisfaction, having entered into a business relation with ADSCEND's client (the advertiser) before entering into a business relation with ADSCEND, this clause should not be enforced.Choice of Law/Attorneys’ Fees. This Agreement is governed by the laws of the State of New York (USA), except for its conflict of law provisions. The exclusive forum for any actions related to this Agreement shall be in the state courts, and, to the extent that federal courts have exclusive jurisdiction, in New York, NY. The parties consent to such venue and jurisdiction and waive any right to a trial by jury. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys’ fees and costs.
    7. Force Majeure. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.
    8. Publisher may not make any mention of Company or any Company client in any publicity materials advertising or otherwise presenting information on your company and your services, including without limitation listing Company or any of its clients in your customer lists, without the written consent of Company, whose consent may be withheld for any reason or for no reason. The Company may use your name and/or logo in its list of publisher partners.
    9. Severability/Waiver. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.
    10. Assignment. You may assign this Agreement without the prior express written permission of the Company. The Company may assign this Agreement without your prior written consent or notice.
    11. Notices. Except as provided elsewhere herein, both parties must send all notices relating to this Agreement to: (i) for ADSCEND, via registered mail, return receipt requested or via an internationally recognized express mail carrier to ADSCEND Media Inc. 1460 Broadway St. New York, NY 10036, USA, (effective upon actual receipt); and, (ii) for You, at the email or physical address listed on Your Account (effective upon sending as long as ADSCEND does not receive an error message regarding delivery of the notice.
    12. Change shall be deemed Your acceptance of the revised Agreement.

    Entire Agreement and Amendment. This Agreement, including the Introduction, contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. This Agreement may only be altered, amended or modified by an instrument that is assented to by each party to this Agreement by verifiable means, including without limitation by written instrument signed by the parties or through a “click through” acknowledgement of assent. Notwithstanding the foregoing, ADSCEND shall have the right to change, modify or amend (“Change”) this Agreement, in whole or in part, by posting a revised Agreement at least 7 days prior to the effective date of such Change. Your continued use of the Network Service after the effective date of such

16. Glossary

    The following terms used in this Agreement shall have the meaning as defined below:

    "Account" – A Publisher\ registered user account on ADSCEND's Service, which includes such Publisher\ registered user contact information, Websites used, payment information, payee information and other information details.

    "Ad Content" - all Advertiser Links and Advertiser's Media.

    "ADSCEND" - the entity as set forth on the IO or ADSCEND, including its direct and indirect subsidiaries and Publishers, parent companies or related companies.

    "ADSCEND Payment Partner" – A third party which may receive from ADSCEND Your Payment Information, for purposes of facilitating Your payment.

    "ADSCEND Quality Standard Guidelines" - ADSCEND Quality Standards Guidelines (for Publishers), attached hereinafter.

    "Advertiser" – any entity which holds Website, Website content, media file or other third-party media outlet.

    "Advertiser’s URL" - landing page, registration page, or other content page as determined by the Advertiser.

    "Publisher" or "You" –any entity signing this Publisher Terms Agreement or participating in ADSCEND's Marketing Program as a Publisher.

    "Publisher ID" – the Publisher ID (which may include a Sub-Publisher ID) is a part of the Tracking Code, or URL Link that identifies you to enable tracking of activity and Payouts.

    "Publisher Network Service" – the service of allowing approved Publishers to generate commission Payouts by embedding Media on the Publisher’s Website.

    "Agreement" – this Publisher Service Agreement.

    "Authorized Transaction" - occurs when internet users complete either a purchase, lead form, registration, impression, view or other action which the Advertiser has defined as a target in the Offer's description and can be matched, by ADSCEND to a previous Click. Authorized Transaction is performed by an individual person who (i) accesses the Advertiser Program via the Link, where the Link is the last link to the Advertiser Program , (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not using pre-populated fields (iv) completes all of the information required for such action within the time period allowed by ADSCEND; and (v) is a live person that is at least eighteen (18) years of age; and (vi) is not later determined by ADSCEND to be fraudulent, incomplete, unqualified or a duplicate. Authorized Transaction cannot occur when Publisher's Account is suspended.

    "Charge-back" – application of debit to Publisher's Account, at any of the circumstances specified in section 4.6.

    "Click” - occurs when an internet user clicks on a Link that a Publisher has placed for an Advertiser.

    "Content" - content added or synchronized with the video enabled by the Website or the Service.

    "Invoice Deadline" – for each invoice, the end of the 24th day of the month in which such invoice is received.

    "Link" - an internet connection using the Service and the Service components.

    "Marketing Program" or "Program" – a Program ADSCEND facilitates as a service provider by providing Services via the internet. A Marketing Program is where a person, entity, Publisher or its agent, operating or managing Website(s) and/or other promotional methods to drive traffic to another’s Website, Website content, media file, mobile/tablet device or application or other third-party media outlet.

    "Media" - a banner, image, rich-media file or other approved media file offered by the Service.

    "Minimum Account Balance" - Account balance (for previous approved and non-fraudulent Transactions) of a minimum Payout of $100. For Publishers selecting payment via wire transfer, the minimum Payout is $300 (wire transfer).

    "Payment Date" - the 10th day of the month following the Invoice Deadline, or if the 10th is not a business day, the next available business day.

    "Payment Information" - accurate and up-to-date information for the payment of any Payouts, provided by Publisher by the Invoice Deadline. Your Payment Information is managed under your Payee Details which is available under your Payments tab in your Account. Payment information includes your Selected Payment Method, Payee address details and such other details as they appear and updated by You prior to the Invoice Deadline.

    "Payouts” – financial compensation.

    "Prohibited Content" – as detailed in section 5.6. and in ADSCEND Quality Standards Guidelines.

    "Prohibited Use" - as detailed in section ‎5 and in ADSCEND Quality Standards Guidelines.

    "Selected Payment Method" - the method You selected in the Payments Method section of the Payments tab. Some payment methods may be subject to certain fees and/or may require 3 to15 business days from the Payment Date for the funds to be received. Please review the payment method and associated fees in Your Account settings.

    "Services" – Services provided via the internet through ADSCEND's Marketing Program, as listed on ADSCEND's Web Sites.

    "Tracking Code" - code, tag or other technical method of monitoring or tracking Transactions as embedded on the Website. The Tracking Code may include your Publisher ID or Sub-Publisher ID.

    "Transaction" – an action made through an internet connection using Link(s) to an Advertiser on Media offered by the service.

    "Visitor" - any end-user person or entity that is not the Publisher or the Publisher’s agent or prohibited by the Service.

    "You" – see "Publisher".

ADSCEND Quality Standards Guidelines (for Publishers)

1. Definitions

   The following terms shall have the meaning ascribed to them:

   "Ad Inventory" means any Publisher Assets space made available for the purpose of delivering Ads.

   "Ads" means any type of promotional material or content, as provided by ADSCEND or on its behalf, in any format and however delivered, together with related technology and other material used for the placement and display of such material or content on Publisher Assets.

   "Malicious Code" means viruses, worms, malware, spyware, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, including code that is intended to or has the effect of misappropriating, hijacking, commandeering, or disrupting access to or use or operation of any information, device, hardware, system or network.

   "Publisher Assets" means websites, applications, mobile applications and other media or online platforms through which Ads may be delivered, displayed or made available, whether owned, operated or controlled by the Publisher or on its behalf, or through which Publisher has a contractual right or license to serve the Ads.

2. General
   1. Unless otherwise agreed to by ADSCEND, Publisher shall deliver the Ads in a manner that complies with the implementation and creative guidelines provided herein, including those instructions contained in the documentation which shall be provided by ADSCEND from time to time. Failure to comply with these terms shall be deemed as a breach of the Agreement and may result in immediate termination from the ADSCEND Publisher and the Publisher's forfeiture of any and all Payouts associated with the failure to comply with these terms.
   2. Publisher will ensure, by agreement, instruction or any other legally enforceable means, that all third parties to which Ads are delivered, displayed or made available have adopted and implemented technology and methodologies (and agreed in writing thereto) to ensure Publisher is in compliance with the foregoing obligations.
   3. Implementation Guidelines.
      1. The Publisher must acquire traffic primarily from organic sources and shall use best efforts to ensure that none of the traffic is fraudulent.
      2. The Publisher must either:
         1. Own all Publisher Assets on which they Ads are places; or
         2. Have a direct relationship with the owner of all Publisher Assets on which ads are placed.
      3. The Publisher may not, whether directly or indirectly, engage in "Fraudulent Activity", as determined by ADSCEND in its sole discretion. Fraudulent Activity includes any of the following activities:
         1. Providing ADSCEND inaccurate or untruthful specifications, criteria or information concerning the Ad Inventory or the Publisher Assets;
         2. Masking or cloaking the Publisher Assets' URL, or employing any means to obscure or mislead as to the true source of traffic;
         3. Inclusion in reports, bills or other materials counting of views by anything other than natural End Users viewing actually displayed Ads in the normal course of using any device, including non-human visitors (for example bots);
         4. Generating automated, fraudulent or otherwise invalid impressions, inquiries, clicks or conversions, or artificially inflate impressions, clicks, or requests;
         5. Distributing or facilitating the distribution of Malicious Code;
         6. Changing the End User's system or browser settings without the End User's informed consent;
         7. Employing any means to induce, encourage, incentivize or trick the End User into clicking on Ads (for example by placing arrows or text such as "Click here" next to an Ad), or employing any misleading, deceptive or inappropriate practices that may deceive End Users to click on Ads, including launching fake error messages, system flags or any other notifications, warning or alerts which mimic or simulate other systems or programs' notifications.
   4. Publisher Assets deemed unsafe by reputable third party malware-detection or antivirus services, may be suspended without further notice, at ADSCEND's sole discretion, until all user safety issues are addressed to the satisfaction of ADSCEND's.
   5. Adware and Spyware is prohibited. Publisher shall at no time, engage in, disseminate, promote or otherwise distribute, any Program or Ad through the use of contextual media, specifically downloadable software (also called adware, pop-up/pop-under technologies, plug-ins, and other names as applicable). This prohibition applies equally to Publisher and any of its Sub-Publisher or other agent.
   6. Publisher must comply with all industry group guidelines that Publisher claims to abide by (as well as any guidelines/principles that are required by the industry groups of which Publisher is a member).
   7. The Publisher may not, whether directly or indirectly, engage in any of the following activities:
      1. Modifying, editing or altering the Ads in any way, including but not limited to altering the properties of the Ads or resizing the Ads, without ADSCEND's prior express permission;
      2. Obscuring or interfering with the proper display of Ads. The Ad viewing space should be free from any viewability obstructions (for example overlays or logos), other than privacy compliance notifications (e.g. AdChoices icon), which masks or obstructs the Ad viewing experience. With respect to video Ads – the video Ad viewing space should be free from any item other than persistent player controls (e.g. play/pause, mute, skip ad) which masks or obstructs the video viewing experience.
      3. Inclusion or counting of views of Ads that are not actually visible to the human eye, discernible to human senses or perceived by a human being (for example, for Ads shown in iframes, the iframe must allow the entire creative to be fully visible to the End User).
      4. Infringe on any of the Advertiser’s proprietary rights (including but not limited to trademarks or copyrights) or ADSCEND’s proprietary rights, or any third party’s proprietary rights.
   8. The Publisher may load new Ads only when the End User navigates to a new page or if the current page is substantially updated with new content AND at least 1 minute has passed since the last refresh.
   9. The Publisher should clearly separate the Ads from other content on the Publisher Assets.
   10. Publisher further agrees to: (i) be certified against the Interactive Advertising Bureau (IAB) Quality Assurance Guidelines, as may be periodically amended from time to time, or (ii) maintain an independent quality assurance vetting and auditing process and work to support such measures in order to prevent any Prohibited Content.
   11. Creative Guidelines - Publisher Assets should offer a value proposition to the users and substantially contain original content (for example, a substantial portion of the Publisher Assets must be accessible without a login or user credentials).
   12. Prohibited Content:

       Publisher Assets must not feature or link to "Prohibited Content", as determined by ADSCEND in its sole discretion. Prohibited Content includes any of the following:

       1. Sexually explicit or pornographic content;
       2. Any content that puts other people in harm, or condones violence, hatred, bigotry or discrimination against other persons or groups, based on any characteristic (for example ethnic origin, religion, nationality, disabilities, race, gender identity or sexual orientation);
       3. Any content that contains defamation, or condones bullying, intimidation, stalking or harassment against any person;
       4. Any disturbing or offensive content, including excessively profane, obscene or vulgar content, or any content that is primarily intended to be disrespectful or shocking;
       5. Extreme graphic or explicit violence, including the depiction of especially vivid, brutal and realistic acts of violence.
       6. Any content which promotes or facilitates illegal activities (for example unauthorized gambling, black-hat hacking, cracking, or warez), or any content that promotes the sale or consumption of illegal products (for example illegal drugs);
       7. Promotion of dangerous products (for example weapons or ammunition);
       8. Any content that infringes, or facilitates the infringement of other persons' rights (for example privacy or publicity rights);
       9. Any content that infringes, or facilitates the infringement of intellectual property or copyrights;
       10. Any content that impersonates relationship or affiliation with other persons or organizations when it is not the case, or engages in any deceptive or misleading practices;
       11. Any content that introduces any security vulnerabilities or otherwise harm, limit or degrade the performance of other persons' devices, software, hardware, equipment or data (for example distributing malware, viruses, worms, Trojan horses or other malicious software or scripts);
       12. Any content that includes promotion of any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.)
       13. Any content that is defamatory, libelous, unlawful or otherwise objectionable under the laws of the United States (for example, online gaming restrictions) and non-compliant with ADSCEND’s terms;
       14. Any participation in or transmission to inappropriate newsgroup postings or unsolicited e-mail (spam);
       15. Any illegal, false or deceptive investment advice and money-making opportunities;
       16. Publisher Assets that are under construction or incomplete;
       17. Publisher Assets that are "directed to children" under the age of 13, as that term is defined under the U.S. Children’s Online Privacy Protection Act and applicable regulations;
       18. Publisher Assets that contain no other content other than the Ads or where the Ads comprise more than 50% of the content on the webpage or landing page;
       19. any type of content reasonable public consensus seems to be improper or inappropriate;
       20. contains any downloads of unlicensed materials, links to downloads of or otherwise promote the distribution of unlicensed materials such as movies, music, books etc., this includes torrent trackers, links to torrent sites or links to warez sites.
       21. contain personally identifiable information belonging to minors;
       22. Your Websites should reside at a top level domain name that You own or control.
       23. Special restrictions apply to the following restricted categories. If the Publisher Assets feature or link to content which falls within any of these categories, it is required to notify ADSCEND:
       24. Significant unmoderated UGC (user-generated content) – meaning, Publisher Assets that do not have a clear set of posted guidelines on what type of content is acceptable and do not take an active position in reviewing content for compliance with posted guidelines;
       25. Adult content (for example adult humor, sexual health or sale of prescription drugs, tobacco or alcohol);
       26. Proxy sites;
       27. Significant unmoderated UGC (user-generated content).

Last update: July 2025