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Terms and Conditions

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Ignite Media Group Terms *
Ignite Media Group, LLC

Publisher Terms and Conditions

The following terms and conditions (hereinafter “Agreement”) govern your (hereinafter “Publisher”) relationship with Ignite Media Group, LLC (hereinafter “Company” or “Ignite”) and the use of the Company website, services or additional products, services, or sites offered by Company (hereinafter collectively “Services”). Publisher has provided Ignite with the location of its principal place of business and the place of incorporation of its business.  Company reserves the right to make changes to the Services and this Agreement at any time and without notice.  If Publisher does not agree to this Agreement in its entirety, or any subsequent modifications, then Publisher is not authorized to access any Services offered by Company. By submitting this Agreement, Publisher acknowledges that it has read, understands and unconditionally agrees to the terms and conditions of  this Agreement. 

1.	Approval of Publisher.    Registration with Company shall not confer any right on Publisher to 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 participate is conditioned upon Publisher’s ongoing compliance with this Agreement and Company’s posted policies on its website/network (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 at Company’s discretion 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.  Approval may be withdrawn by Company, at any time for any reason, without prior notification. 

2.	Company Services.   Company provides services to advertisers (“Advertisers”), third parties who provide a link to their advertising programs (“Program(s)") on Company’s proprietary platform (“Platform”).  The Program(s) will specify the amount and terms under 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-throughs, sales, registrations, impressions or leads.

3.	Publisher Services.  If Publisher accepts a Program, Publisher agrees to place that Program's advertising links (e.g the landing page redirect link) and/or creative e.g. the subject and from lines, the Advertiser CAN-SPAM disclosures and any other disclosures provided therein, and/or creative materials) ("Ad") on Publisher’s Media, exactly as it appears on the Platform and will not alter them in any way, including resizing of Ads, without written approval from Company. Publisher agrees to perform the following services:  

(a)	General Minimum Media Requirements.  All of Publisher’s websites, affiliated websites (including third party websites used by Publisher to place an Ad via display, banner, contextual or social), and e-mail distribution lists (collectively the “Media”) must continually meet the following minimum criteria: 

	(i)	Publishers sending advertisements via email must have the proper consent of the consumer to send such email, in accordance with the applicable data collection and transfer terms, provisions or rules governing the opt-in source, and each Publisher shall maintain records evidencing such consent including all of the information that was collected at the time of the opt-in; 

(ii)	Unless otherwise approved in writing by Company, Publisher may not offer incentives to users as means to enhance the performance of any Program. Incentives include, but are not limited to, awarding users cash, points, prizes, contest entries, etc.;

	(iii)	Publisher’s Media and content must be fully functional at all levels and in compliance with state and federal rules, regulations and statutes, including those pertaining to internet marketing and consumer privacy;

	(iv)	Publisher’s policies must be compliant with all applicable state and federal laws and regulations, including but not limited to the CAN-SPAM Act of 2003, California Business and Professions Code § 17529.5, and California Consumer Privacy Act of 2018, including all amendments thereto and regulations promulgated thereunder (the “CCPA”);

	(v)	Publisher shall not distribute or promote any Ad using Fraudulent means.  “Fraudulent” shall include, but not be limited to, the following: (i) creating additional Events through fraudulent traffic generation techniques such as pre-populated forms, bots, scripts or other, similar techniques; (ii) “impression spam,” which is the frequent or automated searching of a search term, in connection with paid search campaigns, in order to reduce a competitor’s click-through rates on their advertisements; and (iii) any other form, method, program, script or technique that artificially inflates the number of Actions generated for an Offer, including the use of gift cards.

	(vi)	Publisher shall not distribute any Ad on or through any Incentivized Media, or by using Incentivized means.  “Incentivized” means that a host website or media offers incentives to users, including, but not limited to, cash, points, prizes, gift cards, virtual currency or other thing of value, if the user engages in conduct that would generate an Event.

(vii) 	Link Usage.  Publisher shall not impede the action or functioning of, or disable any redirect or tracking links (“Links”).  Publisher agrees, if requested by Company, to modify or alter Links or tracking devices in the manner requested by Company.  Publisher further agrees that it shall in no event modify or interfere with Links or tracking devices unless specifically instructed to do so by Company in accordance with the previous sentence.

(b)	Special Rules Governing Email Campaigns.  	

(i)  Record Requests. Upon Company’s request, Publisher will immediately provide Company with appropriate records verifying a recipient’s consent to receive email transmissions from Publisher.  Such records include, but may not necessarily be limited to, the Internet address of Publisher’s opt-in/opt-out website, the date of the recipient’s action, and the applicable privacy policy. 

	(ii)	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. All mailing domains must be accurately and openly registered to the Publisher.  Mailing domains may not have proxy or privacy guards. 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. The “To” line must contain either the consumer’s email address, “Undisclosed” or be left blank. Personalization in the “To” line is prohibited without prior written consent from Company for specific Campaign(s). Publisher and/or their email delivery providers shall not send any email message from or accompanied by an originating email domain name that belongs to a third party unless the Publisher (or email delivery provider) has the consent of the third party to use the domain name to send commercial email messages as contemplated in this Agreement.

		(iii)	Approved Content Only. Only approved and up to date content, including creative, text copy, subject lines and from lines, will be served in any emails. Publisher must use the deliverables provided by Company 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 found in the Platform or were provided by the Company via email. Any creatives submitted for approval by Company shall be 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 message, and it must accurately represent the product or service depicted within the email.  

	(iv)	Email Ads Must Contain Clear Identification.  Messages containing advertisements or solicitations must be clearly identifiable as such, and by “clear and conspicuous” means. Publisher shall ensure that each email message includes a disclosure that the message is an “Advertisement” or “Solicitation” as required by the CAN-SPAM Act of 2003.

		(v)	Honoring User Requests. All unsubscribe requests must be adhered to within ten (10) days from their receipt. Publisher must scrub against the unsubscribe list at least once every seven (7) days.  It is best practice to scrub every three (3) days and is recommended by Company. If Publisher receives a user request made pursuant to the CCPA in response to its distribution of any Program, Publisher agrees to comply with such user request and to forward a copy of the request to Company for its records.

	(vi)	No Random or Invalid Generation of Email Addresses.  Publisher is responsible for knowing the source of its email lists.  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.  	

	(vii)	Suppression Files. Publisher agrees that prior to mailing any campaign, it will download the most recent suppression file(s) for that campaign and will suppress all email addresses within its database that are in the file.  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 in accordance with sub-section (vi) thereafter, and will suppress all domains within its database found on such list.  	

	(viii)	Advertiser Information. In any email Ads distributed in connections with this Agreement, Publisher shall include the Advertiser’s name(s), opt-out link(s) and physical address(es) that are provided by Company on the Platform.  Provided, however, this provision shall not apply if Publisher is distributing the Ad via Publisher’s email newsletter and Publisher complies with the FTC’s Designated Sender Rule (16 CFR 316.2).

  	(ix)	Campaign Mandatory Requirements. Publisher agrees to adhere to “Campaign Mandatory Requirements” (“Requirements”) which may be placed in the Platform or provided to Publisher via email. Publisher may review the Requirements, which are additional terms and conditions for a Campaign, prior to accepting the Campaign to which such Requirements are incorporated.  The terms and conditions of such Requirements shall be specific to the Campaign associated therewith and not to any other Campaigns or Advertisers of Company.  To the extent the terms and conditions contained in the Requirements are different from this Agreement, the Requirements will control over this Agreement with all other terms of this Agreement remaining in full force and effect.

        	(x) 	United States Only.   Publisher represents and warrants that it shall mail only to recipients in the United States.  In the event Publisher mails to a recipient outside of the United States, it shall be responsible for any liability incurred by  Company  arising from such mailing and shall indemnify Company   from any third-party claims made as result of such mailing.  

      	 (xi)	Pre-pop Campaigns. Pre-pop Campaigns may be approved by Company in writing for certain  Advertiser Campaigns. For approved Campaigns, Publisher may modify the landing page of the Ads, as specified and approved by the Advertiser, to pre-fill certain personally-identifying information (“PII”) of the consumer recipient. Such PII shall be collected by the Publisher in accordance with this Section 3b. and shall not be knowingly materially false or misleading. Publisher shall retain full and sole ownership of, and liability for, any PII used to fulfill the Campaign. Publisher shall provide the PII directly to Advertiser for the purpose of pre-filling the landing page of the Campaign Materials. Under no circumstances shall Publisher store PII associated with Pre-Pop Campaigns on Company’s platform, nor shall Publisher share such PII with Company except when such disclosure is in accordance with the Terms and Conditions referenced herein.  Publisher shall indemnify Company for any claims arising out of the use or reference of the PII supplied by Publisher for the purposes of fulfilling any pre-pop Email Campaign.

	(c) Special Rules Governing Display, Native and Social Media Campaigns.   

                     	(i) 	General.  Publisher shall not promote any Ad on or through websites, blogs, social media sites or other search/display forums or media (“Website(s)”), even if permitted by a Program’s terms and conditions, unless Publisher: (1) discloses any and all Websites prior to promotion; (2) discloses all sites on which Publisher placed links or redirects to the Website(s), including any representations made on those sites in connection with the link or redirect, prior to promotion; (3) confirms and provides documentation evidencing that the Website(s) (a) is/are not hosted on an international domain belonging to a country in the European Union, or (b) does not offer goods or services to individuals within the European Union; provided, the first two requirements shall not apply if Publisher distributes the Ad on: (1) Websites owned/operated by a third party and through a reputable third party ad server, (2) a Website in which the owner/operator is a public company that is traded on the NYSE or NASDAQ, or (3) a Website that Company has expressly authorized in writing.  Company shall have the right to review Publisher’s Website(s) both before and after promotion of any Ad and may approve or reject any Website(s) in its sole and absolute discretion.   Publisher shall not place any Ad on or in conjunction with any online newspaper classified sites, Craigslist, Facebook Marketplace, OfferUp or other similar sites or applications. Publisher shall remove any Ad that Company requests be removed within two (2) business days of request and in no event later than any deadline or time frame imposed by Company.

	(ii) 	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. 

  	(iii) 	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 IO.

 	(iv) 	Changes to Site. Publisher will provide Company at least two (2) business days prior notification of any material changes to any sites that would materially change the target audience or materially affect the size or placement of any Ad. 

(v) 	 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.  

  	(vi)	Compliance with Site Guidelines.  Publisher shall comply with all policies or other terms or conditions that apply to the use of a site where an Ad is placed, including without limitation, any terms of service, privacy policy, 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.  

(d) Special Rules Governing Ping/Post Leads and Inbound Call Campaigns   

(i) 	Compliance. Publishers who are preapproved in writing by Company to engage in ping/post lead generation must comply with all applicable federal, state, and local laws, including but not limited to (a) the Federal Trade Commission Act, (b) laws governing or prohibiting  false, deceptive or misleading advertising, and (c) the California Consumer Privacy Act (CCPA) and its successor the California Privacy Rights Act (CPRA), as well as any other applicable privacy, data protection, or consumer rights laws and regulations.

	(ii) 	Approved Methods.  Publisher may deliver consumer leads to Company in one of two ways, which must be coordinated in advance with Company. First, Publisher may drive or deliver consumers to Company’s owned and operated website(s), which aggregate or collect consumer leads (“Company Hosted Ping/Post Campaign”). Second, Publisher may drive or deliver consumers to Publisher’s owned and operated website(s), which aggregate or collect consumer leads, then sell those leads to Company (“Publisher Hosted Ping/Post Campaign”).

(iii) 	Consent and Lead Origination Documentation.  If Publisher utilizes a Publisher Hosted Ping/Post Campaign, the terms set forth in this sub-paragraph (iii) shall apply. In addition to all required fields of information that are necessary for payment purposes, Publisher must maintain and provide upon request: Time/date-stamped proof of consumers’ consent to receive communications from Company’s advertisers and/or lead buyers, Screenshot of lead capture form, with applicable disclosures and opt-in language; user IP address, browser, session data, and referring URL; Full lead data trail, including ping/post payload and redirect paths.  Such documentation must be retained for a minimum of three (3) years and made available to Company within 72 hours of request, including in response to any consumer complaints, investigations, or legal requests.

	(v) 	Ping/Post and Lead Transfers.  All ping/post traffic must include a valid and verifiable source ID.  For Publisher Hosted Ping/Post Campaigns, lead buyers must be disclosed to the consumer on the original webform or via legally compliant just-in-time notices.  Publisher must comply with all data minimization and purpose limitation principles under privacy law and shall not reuse or resell consumer data without explicit consent and approval from Company.

(e) Special Rules Governing Inbound Call Campaigns   

	(i) 	Inbound-Only. Publisher may only receive inbound consumer calls initiated by the user in direct response to a clearly disclosed advertisement or webform (“Inbound Call Campaign”). Outbound calling by Publisher or its affiliates, agents, or sub-publishers is strictly prohibited.

(ii) 	Ad Content Requirements.  Any advertising material or content distributed or displayed by Publisher in connection with any Inbound Call Campaign must comply with the following: (a) it must be truthful and complete, and may not mislead or deceive a consumer in any way (including any misrepresentation or deception regarding the identity of a potential advertiser or company, the nature of a product or service, or the terms or conditions of any transaction); and (b) it may not contain the name, image, logo, brand or mark of any person or any entity other than Publisher.

             	(iv) 	Prohibited Practices.  Publisher shall not: (i) use messages or content that is pre-recorded or generated with artificial intelligence, any automated telephone dialing system, soundboard technology, or voice broadcasting; (ii) purchase or use aged leads or leads obtained through co-registration or non-exclusive forms; (iii) misrepresent its identity to any caller or the purpose for the call; (iv) incentivize consumers to place calls or submit their phone numbers without clear and prominent disclosure of the nature of the products or services.
(f) Special Rules Governing Text/SMS Campaigns   

	(i) 	Text and SMS Prohibited Without Consent. Text or SMS advertising is strictly prohibited without Company’s prior express consent.

	(ii) 	Rules Governing Text and SMS Marketing. If Company authorizes Publisher to distribute advertisements via text or SMS messages, Publisher shall abide by the following rules:

(A) All advertising content must be provided or approved in advance by Company.
(B) Publisher shall not use any automatic telephone dialing system, as that term is defined by the TCPA, to distribute text or SMS advertisements. 
(C)  Publisher may only send text or SMS messages to recipients for whom Publisher has a    first and last name.
(D) Every text or SMS message must include in the opening sentence, the first name of the recipient.
(E) Every text or SMS message must be sent between the hours of 8:00 a.m. and 9:00 p.m. in the recipient’s time zone. If Publisher is unsure of a recipient’s time zone, then text or SMS messages may only be sent between the hours of 2:00 p.m. EST and 9:00 p.m. EST.
(F) Publisher shall not send any text or SMS message to a phone number that is listed on or contained in any federal or state Do Not Call list, or other prohibited numbers list. Publisher shall scrub its database of any numbers contained on a Do Not Call list or prohibited numbers list, before each transmission.
(G) All text or SMS messages must be sent in compliance with the TCPA and any regulations promulgated thereunder, and any state laws, rules or regulations that govern or regulate text or SMS advertising.


4.	Monitoring.  Company may, but is not required to, monitor Publisher activities 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; legal requirements of Publisher’s Media, including proper registration of mailing domains; applicable Advertiser Campaign requirements; honoring of unsubscribe requests; and, for telephone leads, call flow, consent practices, and lead origination process.  If the monitoring is done by a third party, such third party will share all such information with Company. Each unsubscribe list furnished to a 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. Publisher will give Company and its third- party representatives all reasonable co-operation and will promptly provide access to records, systems and personnel as Company may require for monitoring and auditing compliance. Failure to provide documentation or non-compliance may result in immediate suspension, forfeiture of payment, and/or legal action.

5.	License and Ownership. 

(a)	Limited License Grant.  Company grants Publisher a revocable, non-transferable, non-sub-licensable, non-exclusive limited license to use the Site (including any Ads posted thereon, and Company’s tracking system, and any data, reports, information or analyses arising out of such use (the “Site Data”) solely for the purpose of marketing or promoting the Programs hereunder and subject to this Agreement and the applicable Program Terms. If a Publisher also maintains its own network of publishers, it is not authorized to distribute Company’s offers to sub-publishers, unless Company gives Publisher express permission, in an applicable Insertion Order. Sub-publishers must not be on any known blacklists or any Advertiser-specific blacklist provided to Publisher. Publisher shall ensure and require that all sub-publishers comply with the material terms of this Agreement, and further provided that such sub-publisher has represented to Publisher that (i) it meets the Publisher minimum media requirements (ii) it has no right, title or interest in the Services other than the limited right to display any  Campaign from the Services as sublicensed by Publisher; and (iii) it will not modify or alter any Campaign from the Services in any manner (iv)  under no circumstances will it be permitted to distribute Campaigns on its network.  If Publisher or a sub-publisher fails to adhere to the foregoing requirements, in addition to any other remedies available to Company, Publisher at Company’s discretion may be terminated and forfeit its rights to any amounts owed by Company to Publisher. Publisher may only access the Site via web browser, e-mail or in a manner approved by Company.  Publisher will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Services’ 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 Services.  In addition, Publisher acknowledges that all non-public information, data and reports received from Company hereunder or as part of the Services hereunder is 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 and any other material owned by Company or the Advertisers.
	
	(b)	Company’s Tracking System, Limited Access (“Tracking”).  Limited access to Publisher’s Tracking account may be available through the Platform and shall be strictly limited to data in Publisher’s account, pursuant to the License granted herein.  Publisher shall not attempt to reverse engineer, decompile, disassemble or otherwise gain access to any other data or account, or use Tracking for any other purpose.  Access, or attempts to access Tracking for any other purpose, including but not limited to actions in violation of Company’s tracking system’s Acceptable Use Policy shall constitute a material breach of this Agreement and violate confidentiality obligations.  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 violation by  Publisher without posting bond or required demonstration of monetary damages. 

	(c)	Ownership. Company owns all rights, title, and interest to data collected and derived through the activities of Publisher pursuant to this Agreement, the distribution of any Ad and/or the generation of any Event, as well as the Services’ the software, applications, data, methods of doing business or any elements thereof, or any content provided or submitted by Publisher for approval by Company (including the Ads).   Company may choose to imbed certain data mining tools within Links from time to time (“Data Miners”).  Any data derived by any such Data Miner and any data derived from Company’s tracking platform shall be the sole property of Company.  Company may, from time to time, opt to share data derived from Company’s tracking platform 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   Company’s tracking platform 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 written approval of Company.  

6.	Confidential Information.  Each party agrees to use the other party's Confidential Information solely for the purposes contemplated by this Agreement, and to refrain from disclosing the other party's Confidential Information to any third-party, unless: (i) any disclosure is necessary and permitted in connection with the receiving party's performance of its obligations or exercise of its rights under this Agreement or any other agreement between the parties; (ii) any disclosure is required by applicable law; provided, that the receiving party uses reasonable efforts to give the disclosing party reasonable advance notice thereof so as to afford the disclosing party an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information from any unauthorized use or disclosure; or (iii) any disclosure is made with the consent of the disclosing party.  For the purposes of this Agreement, “Confidential Information” includes, without limitation, the terms of this Agreement (including pricing) and information regarding existing or contemplated service, products, Advertisers, processes, techniques, or know-how, or any information or data developed pursuant to the performance of the services.  Notwithstanding the foregoing, Publisher agrees that Company may divulge its personal and/or otherwise Confidential Information to an Advertiser, agency, legal or regulatory authority, person or entity as necessary to fulfill its business obligations and relating to investigations, claims or actions that Publisher has violated this Agreement or any applicable law or regulation.  Neither party may divulge Confidential Information to a government entity unless and until notice is provided to other non-disclosing party in sufficient time to seek injunctive relief or protective order from the appropriate legal institution.  

7.	Non-Solicitation.  While an approved Publisher and for one hundred eighty (180) days thereafter, Publisher shall not participate in any advertising relationship with any Advertiser within Company’s network for which Publisher undertook services on behalf of Company, unless a previously existing business relationship between Advertiser and Publisher can be demonstrated to the reasonable satisfaction of Company.  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 violative 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. 

8.	Fraud, Compliance Violations. 

	(a)	Monitor and Inactivation.  Company may, but is not required to, monitor traffic for fraud.  If fraud is detected or suspected, Publisher’s account will be made inactive pending further investigation.  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 to procure clicks or leads; leads obtained other than through intended consumer action without prior written approval of Company.  (For instance, use of phone books, or similar such compilations of personal data, to complete lead generation forms shall be considered fraudulent behavior.); use of fake redirects, automated software, proxy servers and/or other mechanisms deemed Fraudulent by Company to generate Events from the Programs.

	(b)	Adware and Spyware prohibited.  Publisher shall at no time, engage in, disseminate, promote or otherwise distribute any Campaign pursuant to this Agreement 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 third parties who assist Publisher.  In the event that Company discovers that Publisher is engaging in, disseminating, promoting or otherwise distributing, any contextual marketing campaign which results in a violation of the Agreement, then Company may, in its sole discretion, terminate this Agreement and immediately halt any and all contextual marketing campaigns, making payment only on legitimate earnings of Publisher as accrued through the date and time of termination.

             (c) 	Clawback for Compliance Violations, Fraud, or Chargebacks.  Notwithstanding anything to the contrary herein, Company shall have the right to claw back from Publisher any amounts previously paid in connection with any Events that are subsequently determined, in Company’s OR Advertiser’s sole discretion, to a) violate applicable laws, regulations, or the terms of this Agreement; b) arise from fraudulent activity, non-compliant behavior, incentivized traffic, or bot-driven traffic; c) result in chargebacks, advertiser disputes, or legal claims; or d) be deemed invalid or non-billable by the applicable Advertiser, or otherwise not collected by Company. Publisher expressly agrees that Company may recover such amounts at any time within twenty-four (24) months from the date of original payment to Publisher by withholding from future payments, issuing an invoice payable within fifteen (15) days of receipt, or exercising any other legal remedies available. Publisher further agrees that such clawback rights shall survive the expiration or termination of this Agreement.

	(d)	Reserve and Escrow Rights.  Company reserves the right, in its sole discretion, to withhold a reasonable reserve or escrow from Publisher’s payments, not to exceed twenty percent (20%) of amounts otherwise payable in any given month. Such reserve may be held for a period of up to one hundred eighty (180) days to offset potential future chargebacks, compliance-related clawbacks, or other liabilities arising under this Agreement.  Company shall notify Publisher of the establishment of any reserve and its intended duration. Funds withheld as a reserve shall be released following the expiration of the holding period, less any amounts retained to satisfy outstanding or anticipated obligations.

9.	Payment.   Publisher will be paid per the terms of each Program. Company shall pay any amounts due approximately thirty (30) days after the end of each month, less any taxes required to be withheld under applicable law, provided that Company may, in its discretion, withhold payments until such time as the Advertiser has paid Company for any Program.  Company reserves the right to reduce any payments owed to Publisher at any time, as a consequence of any offsets taken by Advertisers for invalid Events, technical errors, tracking discrepancies and the like.  If no further payments are due to Publisher, Publisher shall pay back these amounts within fifteen (15) days of receipt of invoice for the offset amount.  Company shall compile, calculate and electronically deliver data required to determine Publisher’s billing and compensation.  Any questions or disputes regarding the data or payout provided by Company must be submitted by Publisher  in writing within five (5) business days of receipt of final numbers, or the information will be deemed accurate and accepted as such by Publisher.  Company will not pay for any Events that occur before a Program is initiated, or after a Program terminates.  Invoices submitted to Company and payments made to Publisher shall be based on the Events as reported by Company.  Company will not be responsible to compensate Publisher for Events that are not recorded due to Publisher’s error.  Company will require a Publisher to provide a W-9, and similar such information, as a condition to payment. 

10.	Term and Termination.  Either party may terminate this Agreement on three (3) business days’ advance notice to the other party. In the event either party in good faith believes that the other party is in violation of applicable law or in breach of any terms of this Agreement, such party shall have right to terminate the Agreement immediately upon written notice to the other party.   Termination notice will be provided via e-mail and will be effective immediately. Publisher must immediately cease all advertising activities.  All monies then due to Publisher will be paid during the next billing cycle.  All payment obligations accruing prior to the termination date shall survive until fully performed. 

11.	Representations and Warranties/Covenants. 

	(a)	Mutual Representations. Each party represents and warrants that: (i) it has the right to enter into and fully perform the services contemplated herein, consistent with this Agreement; (ii) there is no outstanding contract, commitment or agreement to which it is a party that conflicts with this Agreement; and (iii) at all times while any Program remains in effect, it shall comply with all applicable laws, rules and regulations, including, but not limited to, the CAN-SPAM Act of 2003,California Business and Professions Code § 17529.5, the Federal Trade Commission Act (including any regulations, directives or orders interpreting the same), the US Foreign Corrupt Practices Act, and any applicable foreign anti-corruption laws.  Neither party makes any guarantee, representations nor warranties express or implied, as to the level of consumer response that will result from the Programs. 

	(b)	Publisher Representations. Publisher represents and warrants that:

		(i)	It shall comply, and cause its affiliates and any sub-publisher to comply with all applicable international, federal, state and local laws, rules and regulations in the performance of its services under this Agreement, 

(ii) 	Publisher’s and its sub-publishers websites, databases, emails and all linked content are, and shall remain at all times during the terms of this Agreement, in compliance with all applicable foreign, federal and state laws, including but not limited to the Federal Trade Commission Act, the Federal Communications Act, COPPA, the CAN-SPAM Act of 2003, as amended, California Business and Professions Code §17529.5; TCPA, TSR, CCPA and CPRA, applicable Federal Trade Commission implementing regulations and any and all foreign, federal and state deceptive trade practices legislation, as well as any other applicable privacy, data protection, or consumer rights laws and regulations.

		(iii) 	Publisher’s and its sub-publishers websites, databases, emails and all linked content do not (1) promote racism, hatemongering or other objectionable content; (2) contain any investment or money making opportunities or advice not permitted by applicable laws, rules and regulations; (3) contain any gratuitous violence or profanity or other explicit vulgar or obscene language; (4) contain or post to any sexually explicit images or other offensive content or adult services or contain pornographic material; (5) promote illegal substances, or alcohol or tobacco; (6) promote software piracy or otherwise violate any intellectual property rights of third parties or (7) hacking or phreaking.

	(iv)	Publisher and its sub-publishers do not engage in any spoofing, redirecting or trafficking from adult-related websites in an effort to gain traffic or websites that are point, lottery or rewards based and encourage users to click on Advertiser’s links or use Advertiser’s ads to generate revenue for users to win points, get rewards, or other incentives unless expressly approved in writing from Company. Publisher shall not (1) violate any third party terms and conditions, which includes, but is not limited to unauthorized use of a third party web site for commercial gain or post bulletins to non-owned account; (2) use deceptive or misleading practices such as the use of spyware, adware, devices, programs, robots, iframes, hidden pictures, redirects, spiders, computer scripts or other automated, artificial or fraudulent methods designed to appear as if a consumer is generating a lead; and (3) use any deceptive form of advertising which includes, but is not limited to, phishing, sending an email to an individual falsely claiming to be an established legitimate enterprise in an attempt to scam or defraud the user into surrendering private and personal information that can be used for identify theft of other activity.

            (v) 	Publisher’s and its sub-publishers owned or managed data collection websites shall post in a conspicuous manner a privacy policy that, in addition to any other requirements under this Agreement or as a matter of law, clearly and adequately describes what information is collected about the end user, how such information is collected, and how such information is used and/or leased or sold to a third party for commercial benefit to the Publisher and provides an unsubscribe mechanism in connection with the Publisher’s Services.	

(vi)	None of Publisher’s ads, media, websites, traffic sources, creatives, or promotional methods will infringe upon or misappropriate any third-party intellectual property rights, including but not limited to copyrights, trademarks, patents, trade secrets, publicity rights, or proprietary content. Publisher shall not use any unauthorized logos, brand names, product images, or proprietary materials in any campaign, including within domain names, ad copy, metadata, or creatives.

(vii)	If Publisher generates in excess of $100,000 USD in any rolling three-month period, Company reserves the right to require Publisher to maintain cyber liability insurance with coverage no less than $1 million per occurrence, and to provide a certificate of insurance upon request.

(c)	Publisher acknowledges that breach of any of the foregoing representations and covenants by Publisher or its sub-publishers may, in the sole discretion of Company, result in the immediate suspension or termination of Company’s relationship with Publisher and Publisher shall forfeit all rights to any compensation theretofore owed to it by Company.  The foregoing rights shall be in addition to any other remedies available to Company. 

12.	Limitation of Liability; Disclaimer of Warranty.   Except pursuant to Section 13, unless otherwise provided in this agreement, in no event shall Company or Publisher be liable to the other for any lost profits or any special, incidental, consequential, exemplary, punitive or other indirect damages of any nature, for any reason, whether based on breach of contract, tort (including negligence), or otherwise and whether or not either has been advised of the possibility of such damages. 

DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, COMPANY CANNOT GUARANTEE THAT THERE WILL BE NO DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE LINKS OR OUR SERVICES.  WITHOUT LIMITING THE ABOVE, THE LINKS, THE SITES AND ANY OTHER MATERIALS PROVIDED TO PUBLISHER ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND. COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION: A) ANY WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS THEREIN; (C) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT IN ALL CIRCUMSTANCES OR IN THE FACE OF ALL ATTACKS; (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY OF ANY INFORMATION SET FORTH THEREIN OR THEREON; OR (E) AGAINST INTERFERENCE WITH ENJOYMENT OF A PARTY’S “INFORMATION” (WEB SITE).  ALL INFORMATION AND COMPUTER PROGRAMS PROVIDED 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 THE USER.  SOME STATES LIMIT THE ABILITY TO DISCLAIM ALL WARRANTIES, SO THIS CLAUSE OR SOME PORTIONS OF IT MAY NOT APPLY TO YOU. 

Company makes no representations and warranties whatsoever, and disclaims any responsibility and liability, regarding the content or nature of any Ad or Program made available on the Site, or any product or service advertised in connection therewith.  Company has no liability to Publisher for unapproved materials, including all copy, images, URL names, and search terms used by Publisher to promote the client partner.  Company makes no representations whatsoever about any other website which Publisher may access through the Service.  When Publisher accesses a website that is not associated with and independent from Company, Publisher acknowledges that Company has no control over the content of that website.  Furthermore, a link to a non- Company website does not mean that Company endorses or accepts any responsibility for the content or the use of such website.  It is Publisher’s sole responsibility to take precautions to ensure that websites, downloads, attachments, and other such files are free of such items as Trojan horses, worms, viruses, and other items of a destructive nature. Publisher acknowledges and agrees that Company shall not be responsible for any Advertiser’s violation of any applicable laws or regulations.
13.	Indemnity. 

(a).	Indemnity. Publisher will defend, indemnify, and hold harmless Company, the Advertisers, and each of their affiliates, directors, employees, agents, successors and assigns from all claims, actions, losses, liability, damages, costs, and expenses (including reasonable attorney’s fees and expenses) (collectively “Claims”) arising from any actual or alleged breach of this Agreement or any actual or alleged breach of the Program Terms or any actual or alleged breach by a sub-publisher for the same, including but not limited to: (i) third-party intellectual property claims; (ii) claims arising from Publisher’s data collection, use, processing, or transfer of personal data in violation of CCPA, CPRA or any privacy laws; and (iii) class actions or regulatory investigations related to user privacy, consent, or deceptive practices. Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Publisher hereunder. Publisher hereby acknowledges that the Advertisers are intended third party beneficiaries of the foregoing indemnification obligation. No settlement may be consummated without Company’s express written authorization, which shall not be unreasonably withheld. 

	(b) 	Notification of Legal Action. Publisher will immediately notify Company of any current, impending, or potential legal action against it by a third party for matters relating to its participation in Company Services or services similarly provided for by and through other parties when the same arise.

14.	Force Majeure.  Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party; provided, that the party whose performance is affected by any such event gives the other party written notice thereof within three (3) business days of such event or occurrence. 

15.	General. 

	(a).	Entire Agreement. This Agreement, together with the associated insertion orders and the terms of each of the Requirements, constitute the entire agreement between the parties and supersede all prior agreements or understandings, written or oral, between the parties. 

	(b).	Dispute Resolution. This Agreement shall be governed by the laws of the United States and the State of California without respect to choice of law rules.  The Parties consent to have all disputes regarding this agreement resolved by binding arbitration before the American Arbitration Association, Commercial Division.  The parties agree to conduct the arbitration in San Diego, California and each party shall bear the costs of such arbitration.  The parties specifically waive any international treaties or other international law which may govern the court or location of resolution of any dispute between them.  This provision was a bargained for relinquishment of both parties’ rights to jurisdiction in their respective states or countries. The Parties waive the personal service of any process upon them and agree that service may be completed by overnight mail (using a commercially recognized service) or by U.S. mail with delivery receipt to the address stated in this Agreement.  The prevailing party in any Arbitration shall be entitled to an award of attorney fees and costs for such arbitration.

	(c).	Waiver. No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision. 

	 (d).	Assignment. This Agreement and the rights hereunder are not transferable or assignable without prior written consent of the non-assigning party; provided, however, that this Agreement may be assigned by either party (a) to a person or entity who acquires substantially all of that party’s assets, stock or business by sale, merger or otherwise and (b) to an affiliate of either party.  

	(e).	Severability. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to any judicial decree or decision, such provision shall be deemed to apply only to the maximum extent permitted by law, and the remainder of this Agreement shall remain valid and enforceable according to its terms. 

	(f).	Relationship. The parties agree that Company is acting as an independent contractor in performing the Services and that the relationship between the Company and Publisher shall not constitute a partnership, joint venture or agency.  Neither Company nor any of Company’s employees or agents (collectively referred to herein as the “Employees”): (i) is an employee, agent or legal representative of Publisher, or (ii) shall have any authority to represent Publisher or to enter into any contracts or assume any liabilities on behalf of Publisher. Company retains all the rights and privileges of sole employer of its Employees, including, without limitation, the right to control, hire, discipline, compensate and terminate such Employees.  Neither Company nor any of its Employees shall have any right to receive any employee benefits as are in effect generally for Publisher employees. 

	(g).	No Publicity.   Publisher may not make any mention of Company or any Company client in any publicity materials advertising or otherwise presenting information on Publisher’s company and its services, including without limitation listing Company or any of its Advertisers in Publisher’s customer lists, without the written consent of Company, whose consent may be withheld for any reason or for no reason.

	(h).	Notice.   Any notice, communication or statement relating to this Agreement shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile transmission or verified e-mail; or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally-recognized overnight courier service to (a) Publisher at the address provided in the registration, and (b) Company at 1084 N El Camino Real, Suite B #110, Encinitas, CA 92024.

	(i)	Survival.  In addition to certain provision specifically set forth in the Agreement to survive cancellation, expiration, or earlier termination of this Agreement, the following paragraphs shall likewise survive expiration or earlier termination of the Agreement: 3, 5(b), 5(c), 6, 7, 8 and 15.2 and the representations, warranties and obligations contained in paragraphs, 11, 12, and 13.	

This Agreement is made by and between Publisher and Company and is effective as of the date that  Publisher clicks the “Accept” button. 
4897-7445-2328, v. 2
I agree to Ignite Media Group's Terms of Service