1. Definitions

• Platform — the PubExa advertising network, dashboard, ad-serving technology, plugin and ad code, APIs, and related services we make available.
• Advertiser — a party that runs advertising through the Platform.
• Account — your publisher account on the Platform. A publisher account is independent from any advertiser account, even where the same email address is used.
• Site — a website or other digital property you register and on which you place advertising through the Platform.
• Ad Code — the plugin, script, or other code we provide for you to place advertising units on your Site.
• Ad Unit (or Placement) — a defined space on your Site in which advertising is served.
• Impression — a single counted display of an advertisement, determined as described in Section 8 (Revenue, Measurement, and Payment). Impressions are measured and reported; Earnings are calculated on the per-click (CPC) Charges generated on your inventory.
• Click — a visitor’s click on an advertisement as measured by the Platform.
• Charge — an amount billed to an Advertiser for advertising delivered on the Platform, calculated on a per-click (CPC) basis.
• Revenue Share — the percentage of applicable Advertiser Charges that you earn for advertising served on your inventory, as shown in your Account.
• Earnings — the amounts accrued to you under the Revenue Share for valid, billable activity.
• Payout — a transfer of your payable Earnings to your designated payout destination.
• Restricted Vertical — a sensitive advertising category (for example gambling, alcohol, or adult content) that you may choose to block from your inventory.
• 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 operation of your Sites.

2. The Service

The Platform serves Advertiser advertising on inventory you make available through approved Sites and Ad Units, and credits you a Revenue Share of the resulting Advertiser Charges. You control which Sites and Ad Units participate and the brand-safety settings that apply to them. We do not guarantee any particular fill rate, number of advertisements, demand, Earnings, or commercial result. Estimates shown in the Dashboard are provided for convenience only and are not commitments.

We grant you a limited, non-exclusive, non-transferable right to use the Ad Code and the Dashboard to display advertising and manage your inventory, subject to these Terms. You grant us the right to serve advertising into your Ad Units and to measure delivery and engagement for the purpose of operating the Platform and calculating Earnings.

3. Account Registration and Security

You must provide accurate, complete, and current registration and payout information and keep it up to date. You are responsible for all activity under your Account and for the security of your login credentials, and must promptly notify us of any unauthorised use. You may not impersonate another person or entity or register through false information. We may suspend or terminate access if registration or payout information is found to be false, incomplete, or unverifiable. You may hold one publisher Account unless we authorise otherwise in writing; creating or using multiple or duplicate accounts without our authorisation is a breach of these Terms.

4. Sites and Ad Placement

You may add Sites to your Account for review. We may approve, reject, or later suspend any Site in our reasonable discretion. You must own or have the right to monetise every Site and every Ad Unit you register, and you must place and operate the Ad Code as provided, without modifying it in a way that misrepresents delivery, conceals or alters advertisements, or interferes with measurement. You must use the current version of the Ad Code and apply updates we reasonably require; outdated or altered integrations may impair delivery, measurement, and reporting.

You must not place Ad Units on pages or in a manner that is deceptive or that artificially generates Impressions or Clicks, including blank or content-free pages, pages designed to mislead visitors, auto-refreshing or pop-under placements that inflate counts, or placements that obscure, overlay, or trick visitors into interacting with advertisements.

5. Acceptable Inventory and Content

Your Sites and their content must comply with these Terms, our policies, and Applicable Law. You may not place advertising through the Platform on Sites or pages that:

• contain or promote unlawful activity;
• contain adult or sexual content where prohibited by our policies, or content that sexually exploits or endangers minors;
• promote hatred, harassment, violence, or discrimination;
• promote terrorism or extremist organisations;
• infringe any third party’s intellectual property or other rights;
• distribute malware or engage in deceptive, harmful, or abusive technical practices; or
• are otherwise prohibited by Applicable Law or our published policies.

We may reject or remove advertising from, or suspend, any Site or Ad Unit that we reasonably believe violates this Section.

6. Brand-Safety Controls

The Dashboard provides controls that let you limit the advertising shown on your inventory, including blocking specified keywords and blocking Restricted Verticals you do not wish to accept. These controls are yours to configure, and we will apply them to delivery on the relevant Sites. Brand-safety controls reduce eligible demand and may therefore affect fill and Earnings. We rely in part on Advertiser declarations to apply Restricted-Vertical blocking and do not warrant that every advertisement will be perfectly classified.

7. Invalid Traffic and Fraud

The integrity of traffic is fundamental to the Platform. You must not generate, or allow or encourage others to generate, invalid activity, including:

• clicking on advertisements on your own Sites, or asking or incentivising others to click or view advertisements;
• using bots, scripts, automated tools, paid-to-click schemes, or any artificial means to generate Impressions or Clicks;
• using deceptive placement, design, or wording to induce accidental or non-genuine interactions;
• sourcing traffic through misleading, incentivised, or non-compliant means; or
• any similar practice that inflates or misrepresents genuine user activity.

We use automated and manual methods to detect invalid activity. Earnings derived from activity we reasonably determine to be invalid are not payable and may be withheld, adjusted, or reversed, and we may suspend or terminate Accounts engaged in such activity. Repeated or serious violations may result in forfeiture of affected Earnings.

8. Revenue, Measurement, and Payment

8.1 Revenue Share

You earn the Revenue Share shown in your Account on the applicable Advertiser Charges generated by advertising served on your inventory. Your Revenue Share may be a standard rate or a rate individually agreed with you, and it applies to the per-click (CPC) Charges generated on your inventory. Earnings accrue based on valid, billable activity as measured by the Platform.

8.2 How an Impression is counted

An Impression is counted once, when the advertising unit first reaches full visibility on the visitor’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. The figures reported in the Dashboard are the authoritative basis for calculating your Earnings.

8.3 Payouts

To receive payouts, you must provide a valid payout destination (for example, a PayPal email address). You may add or update it at registration or later from your Account, but a valid destination is required before any Payout can be made; you are never required to provide it in order to register or to begin earning. Payouts are made monthly, in arrears, once your payable Earnings reach the minimum payout threshold of $50.

Any payment, transfer, or processing fees associated with a Payout are deducted from the amount transferred, so that you receive the net amount after such fees. You are solely responsible for any taxes due on your Earnings and for providing accurate payout and tax information. Charges are denominated in US Dollars.

8.4 Adjustments and disputes

We may adjust, withhold, or reverse Earnings to account for invalid activity, measurement or calculation errors, or Advertiser refunds, reversals, or chargebacks attributable to the relevant activity. If you wish to dispute any reported Earnings, you must notify us in writing within 30 days of the relevant reporting period, identifying the disputed item with supporting detail; otherwise the report is deemed accepted. Platform measurement remains the basis for Earnings absent a demonstrated error on our part.

9. Intellectual Property

You retain all rights in your Sites and their content, subject to the rights granted in these Terms. We retain all rights in the Platform, including the Ad Code, our software, technology, trademarks, and service marks. The right to use the Ad Code is limited to displaying advertising through the Platform in accordance with these Terms and ends when your Account or these Terms terminate. PubExa may identify the Publisher by name as a participant in the network in its marketing materials.

10. Data Protection and Privacy

Each party will comply with the data-protection laws applicable to it. You are responsible for providing any privacy notice and obtaining any consent required on your Sites for the serving of advertising and related data processing, in accordance with the applicable data-protection regime (for example UK GDPR, EU GDPR, or applicable US privacy law) based on Section 17. Our collection and use of data in connection with the Platform is described in our Privacy Policy, which is incorporated by reference.

11. 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.

12. Warranties and Disclaimers

You represent and warrant that you have the authority to enter into these Terms, that you own or are authorised to monetise your Sites, and that you will comply with these Terms and Applicable Law. Nothing in these Terms is a promise of any minimum demand, fill, Impressions, Clicks, Earnings, 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.

13. 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 total Earnings paid to you 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.

14. 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 Sites, their content, your traffic, 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.

Reciprocally, to the fullest extent permitted by law, we will defend, indemnify, and hold you harmless from and against third-party claims that the advertising creative content we serve through the Platform infringes that third party’s intellectual property rights, except to the extent the claim arises from your Sites, your content, your modifications, or your breach of these Terms. The same notice, cooperation, and settlement conditions apply in reverse.

15. Suspension and Termination

You may stop using the Platform and close your Account at any time. We may suspend or terminate your access, a Site, or these Terms: (a) immediately, if you materially breach these Terms (including the invalid-traffic provisions) or fail to cure a curable breach within a reasonable cure period; (b) where reasonably necessary to prevent harm to any system, network, Advertiser, or third party, or to limit our liability; or (c) on reasonable notice for convenience. On termination, your right to use the Platform and the Ad Code ends, and you must promptly remove the Ad Code from your Sites. Valid, payable Earnings accrued up to termination will be paid in accordance with Section 8; Earnings attributable to invalid activity or to the breach giving rise to termination are not payable and may be forfeited. Sections that by their nature should survive termination (including payment of amounts owed, intellectual property, confidentiality, warranties, liability, and indemnification) will survive.

16. 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, 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 a publisher.

17. 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.

18. General

These Terms, together with any policies and the Privacy Policy referenced in them, are the entire agreement between you and PubExa regarding publishing 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. The parties are independent contractors; nothing in these Terms creates a partnership, agency, or employment relationship, and neither party may bind the other. Notices to you may be given through the Dashboard or to the email associated with your Account.

19. Contact

PubExa LTD — Support