1. Definitions

• Platform — the PubExa advertising network, dashboard, ad-serving technology, APIs, and related services we make available.
• Publisher — an operator of a website or other digital property that displays advertisements served through the Platform.
• Account — your advertiser account on the Platform. An advertiser account is independent from any publisher account, even where the same email address is used.
• Creative (or Advertisement) — the advertising content you submit, including text, images, links, and the associated landing page.
• Campaign — a grouping of one or more Creatives with budget, targeting, and other settings you configure in the dashboard.
• Balance — prepaid funds you add to your Account, from which Charges are deducted.
• Charge — an amount deducted from your Balance for advertising delivered, calculated on a per-click (CPC) basis.
• CPC — the price charged per Click.
• Impression — a single counted display of a Creative, determined as described in Section 9 (Measurement and Reporting). Impressions are measured and reported, but advertising is charged on a per-click (CPC) basis, not per Impression.
• Click — a visitor’s click on a Creative as measured by the Platform.
• Content Category — the topical category you assign to a Creative to help match it to relevant inventory.
• Restricted Vertical — a sensitive advertising category (for example gambling, alcohol, or adult content) that you are required to declare for a Creative, as described in Section 6.
• Dashboard — the Platform’s management and reporting interface.
• Applicable Law — all laws, regulations, and rules applicable to your use of the Platform and to the advertising you run.

2. The Service

The Platform is a self-service advertising network that distributes your Creatives across participating Publisher inventory in order to generate Impressions and Clicks, in exchange for the Charges described in these Terms. You create, fund, configure, and control your Campaigns through the Dashboard.

We do not guarantee any particular placement, volume of Impressions or Clicks, delivery speed, exhaustion of any budget, audience, ranking, position, or commercial result. Any estimates shown in the Dashboard are provided for convenience only and are not commitments.

You grant PubExa a non-exclusive, worldwide, royalty-free, revocable licence to host, store, reproduce, resize, reformat, transmit, and display your Creatives, and to make minor technical adaptations required to deliver them, solely for the purpose of operating the Platform and running your Campaigns. We grant you a limited, non-exclusive, non-transferable right to access the Dashboard to manage your Campaigns and view reports, subject to these Terms.

3. Account Registration and Security

You must provide accurate, complete, and current registration information and keep it up to date. You are responsible for all activity under your Account and for maintaining the confidentiality of your login credentials. You must promptly notify us of any unauthorised use of your Account. You may not impersonate another person or entity, use another party’s name or payment details without authorisation, or create an Account through false information. We may suspend or terminate access if registration information is found to be false, incomplete, or unverifiable.

4. Campaigns and Creatives

You are solely responsible for the Creatives you submit, including all text, images, links, and landing pages, and for your Campaign settings, budgets, and targeting. You assign a Content Category to a Creative to support relevance matching, and you declare any applicable Restricted Verticals as set out in Section 6. You may edit or pause Campaigns and Creatives through the Dashboard; material changes to a Creative may require re-review before delivery resumes, and changes may take a reasonable time to take effect.

4.1 Advertiser warranties regarding Creatives

For each Creative you submit, you represent and warrant that: (a) you own or are authorised to use all of its components, including all text, images, branding, and other materials; (b) the Creative and its landing page do not infringe any third party’s intellectual property, privacy, publicity, or other rights; (c) the headline and content accurately reflect the subject matter and the landing page; and (d) the Creative complies with these Terms and Applicable Law.

5. Ad Content Policy and Prohibited Content

You may not use the Platform to submit, promote, or link to content that:

• is unlawful, or facilitates or promotes unlawful activity;
• is fraudulent, deceptive, or misleading, including false claims, fake interface elements, or “bait” headlines that do not match the landing page;
• infringes or misappropriates any third party’s intellectual property or other rights;
• promotes hatred, harassment, violence, or discrimination against any group or individual;
• sexually exploits or endangers minors, or otherwise targets or harms minors;
• promotes terrorism, extremist organisations, or serious violence;
• distributes malware, spyware, or any code intended to disrupt, damage, or gain unauthorised access to systems or data;
• harvests or collects user data without authorisation, or circumvents user privacy choices;
• violates economic sanctions or trade-control laws; or
• is otherwise prohibited by Applicable Law or by our published policies.

You must not use “cloaking,” redirects, non-standard URLs, or any other technique that conceals the true destination or shows a reviewer different content from what visitors receive. The landing page that visitors reach must match the Creative that was submitted and approved.

6. Restricted Verticals and Self-Declaration

Certain advertising categories are treated as sensitive “Restricted Verticals” (for example, but not limited to, adult and sexual content, gambling and betting, alcohol, tobacco and vaping, dating, political, religious, drugs and pharmaceuticals, weapons and firearms, and high-risk financial or cryptocurrency offers). For each Creative, you are required to accurately and completely declare every Restricted Vertical that applies, using the controls provided in the Dashboard, and to leave the declaration empty only where none applies.

Publishers rely on these declarations to keep advertising they do not accept off their inventory. Failing to declare an applicable Restricted Vertical, or declaring inaccurately, is a material breach of these Terms. We may review, reclassify, reject, pause, or suspend any Creative or Campaign that we reasonably believe is misdeclared or that promotes a Restricted Vertical in violation of Applicable Law or our policies. You are responsible for ensuring that advertising within any Restricted Vertical is lawful in every market in which it is delivered, and we may restrict such delivery.

7. Review and Moderation

We may review, approve, reject, pause, limit, or remove any Creative or Campaign, in our reasonable discretion, including where it does not comply with these Terms, our policies, or Applicable Law. Approval of a Creative is not an endorsement, is not a representation that it is lawful, and does not waive our right to reject or remove it later. We may place spending limits on a Campaign or restrict Dashboard access where reasonably necessary to enforce these Terms or protect the Platform, Publishers, or third parties.

8. Billing and Payment

Advertising on the Platform operates on a prepaid basis. You add funds to your Balance, and Charges for delivered advertising are deducted from your Balance on a per-click (CPC) basis according to your Campaign settings. Delivery of a Campaign stops when its budget or your available Balance is exhausted.

• Charges and Balances are denominated in US Dollars.
• Charges are exclusive of taxes. You are responsible for all applicable sales, use, VAT, or similar taxes, and where any withholding applies, the amount payable will be increased so that we receive the full Charge owed.
• Transaction fees. Any bank, card, processor, or other transaction fees associated with funding your Balance are borne by you and are not part of your usable Balance.
• If we identify an over- or under-charge, we may adjust your Balance or subsequent Charges to correct the error.
• Set-off. We may set off amounts you owe us under these Terms against your Balance or against any amounts we owe you.
• Amounts already spent on advertising that has been delivered are non-refundable. Unused prepaid Balance may be refunded on request, subject to applicable minimum and handling terms, except where withheld to cover amounts you owe or documented costs arising from your breach.

9. Measurement and Reporting

The Platform measures delivery and calculates Charges, and the figures reported in the Dashboard are the authoritative basis for billing.

9.1 How an Impression is counted

An Impression is counted once, when the advertising unit first reaches full visibility on the user’s screen. A client-side check together with server-side de-duplication per delivery identifier prevents the same served unit from being counted more than once. If the same unit later returns to view, re-animates, or is scrolled back into place, it is not counted again. Each new page load is treated as a new serve with a new delivery identifier, and therefore as a new, legitimate Impression. Clicks are measured by the Platform on a comparable, de-duplicated basis. Impressions are reported for transparency; advertising is charged per Click (CPC).

9.2 Reporting and discrepancies

You can access reporting through the Dashboard. If you wish to dispute any Charge or report, you must notify us in writing within 30 days of the relevant reporting period, identifying the disputed item and providing supporting detail; otherwise the report is deemed accepted. Where your own measurement differs materially from ours, both parties will work in good faith to investigate, but Platform measurement remains the basis for Charges absent a demonstrated error on our part.

10. Invalid Traffic and Fraud

You must not generate or encourage invalid activity, including artificially inflating Impressions or Clicks; using bots, scripts, or other automated means; incentivising clicks; or any similar practice. We use automated and manual methods to detect invalid traffic and may withhold, reverse, or adjust Charges, refunds, or credits associated with activity we reasonably determine to be invalid, and may suspend or terminate Accounts engaged in such activity.

11. Intellectual Property

You retain all rights in your Creatives and brand materials, subject to the licence granted in Section 2. We retain all rights in the Platform, including our software, technology, trademarks, and service marks. Except as expressly granted, no rights are transferred by these Terms. PubExa may identify the Advertiser by name and logo as a customer in its marketing materials.

12. Data Protection and Privacy

Each party will comply with the data-protection laws applicable to it. Our collection and use of data in connection with the Platform is described in our Privacy Policy which is incorporated by reference. You are responsible for ensuring that your Creatives, landing pages, and tracking comply with Applicable Law, including the applicable data-protection regime (for example UK GDPR, EU GDPR, or applicable US privacy law) based on Section 16, and with any required consent and disclosure obligations.

13. Confidentiality

Each party may receive non-public information of the other that is marked or reasonably understood to be confidential. The receiving party will use such information only as needed to perform under these Terms and will not disclose it to third parties, except as required by law or valid legal process (with prior notice where permitted). This does not apply to information that is public through no fault of the receiving party, already known without a duty of confidentiality, independently developed, or rightfully obtained from a third party.

14. Warranties and Disclaimers

You represent and warrant that you have the authority to enter into these Terms and that you will comply with these Terms and Applicable Law. Nothing in these Terms is a promise of any minimum traffic, clicks, impressions, revenue, sales, or other result.

Except as expressly stated, the Platform is provided “as is” and “as available,” and to the fullest extent permitted by law we disclaim all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Platform will be uninterrupted, error-free, or free of harmful components.

15. Limitation of Liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, punitive, exemplary, or consequential damages, or for lost profits, revenue, or data, arising out of or relating to these Terms or the Platform, under any theory of liability. Our total aggregate liability arising out of or relating to these Terms will not exceed the amount you paid us in the preceding 3 months. Any claim relating to these Terms must be brought within one (1) year of the event giving rise to it. Nothing in these Terms limits liability that cannot be limited under Applicable Law.

16. Indemnification

To the fullest extent permitted by law, you will defend, indemnify, and hold harmless PubExa and its affiliates, officers, employees, and agents from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of or related to your Creatives, your landing pages, your use of the Platform, your breach of these Terms, or your violation of any third-party right or Applicable Law. We will give you prompt notice of any such claim and reasonable cooperation, and you will not settle any claim in a way that imposes obligations on us without our prior written consent.

17. Suspension and Termination

You may stop using the Platform and close your Account at any time. We may suspend or terminate your access, a Campaign, or these Terms: (a) immediately, if you materially breach these Terms or fail to cure a curable breach within a reasonable cure period; (b) where reasonably necessary to prevent harm to any system, network, Publisher, or third party, or to limit our liability; or (c) on reasonable notice for convenience. On termination, your right to use the Platform ends; amounts already spent are non-refundable; and any unused Balance is handled as described in Section 8. Sections that by their nature should survive termination (including billing for amounts owed, intellectual property, confidentiality, warranties, liability, and indemnification) will survive.

18. Changes to these Terms

We may update these Terms from time to time. For material changes, we will provide reasonable notice, for example by posting the updated Terms with a new effective date or by notifying you through the Dashboard or by email. Your continued use of the Platform after the changes take effect constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Platform as an advertiser.

19. Governing Law and Disputes

These Terms are governed by the laws of Israel without regard to conflict-of-law rules. The courts of Israel will have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and the parties consent to that jurisdiction and venue.

20. General

These Terms, together with any policies and the Privacy Policy referenced in them, are the entire agreement between you and PubExa regarding advertising on the Platform and supersede any prior agreement on that subject. If any provision is found unenforceable, the remaining provisions stay in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays or failures caused by events beyond its reasonable control. Notices to you may be given through the Dashboard or to the email associated with your Account.

21. Contact

PubExa LTD — Support