Publisher Agreement

This Publisher Agreement ("Agreement") is between PublisherZera LLC (pending formation), a limited liability company organized in New Mexico, USA ("PublisherZera", "we", "us"), and the person or organization that applies to monetize a website with us ("Publisher", "you"). You accept this Agreement when you submit an application, sign or accept an insertion order or onboarding form, or place our ad tags on your site, whichever happens first.

1. About this Agreement

This Agreement governs our monetization relationship with you. It works together with:

• our Terms of Service;
• our Content & Acceptable Use Policy;
• our Invalid Traffic Policy;
• our Privacy Policy;
• our Payments page.

Order of priority. Your specific deal (for example, revenue share, payment terms, approved sites and ad formats) may be set out in an insertion order, onboarding form or other written document signed or accepted by both parties (an "Order"). If there is a conflict, this order applies: (1) the Order, (2) this Agreement, (3) the Payments page and our policies, (4) the Terms of Service. For monetization matters, this Agreement prevails over the Terms of Service.

2. Key terms

• Site means each website or domain you submit and we approve in writing.
• Ad Platforms means the third-party ad servers, exchanges and demand partners we may use, such as Google Ad Manager.
• Ad Tags means the code, scripts, header bidding wrappers or other technology we provide to serve ads on your Site.
• Gross Revenue means the advertising revenue we actually receive from Ad Platforms for ads served on your Site, after the Ad Platforms' own deductions, fees and adjustments.
• Net Revenue means Gross Revenue less deductions allowed under this Agreement, such as amounts for invalid activity, chargebacks and clawbacks.
• Invalid Activity means any impression, click, conversion or other event that is not the result of genuine human interest, as described in our Invalid Traffic Policy.

3. Eligibility and application review

To apply, you must be at least 18 years old, able to enter into contracts, and not subject to US sanctions. You must own or have full control of each Site you submit.

We review each application. Our review may look at content quality, originality, traffic sources and quality, audience location, site design and navigation, policy compliance and technical setup. See our Requirements page for details.

We may accept or decline any application at our discretion, and we do not have to explain why. Acceptance of one Site does not mean acceptance of other Sites. Ad Platforms may also review your Site and may decline or limit it independently of us. We may ask you to verify your identity, business details, payment details and ownership of your Site at any time.

4. Our services

Depending on your Order, our services may include:

• setting up ad serving on your Site through one or more Ad Platforms;
• ad management and optimization, such as ad layout suggestions, pricing rules and demand setup;
• ad operations support and troubleshooting;
• performance reporting;
• brand-safety controls and invalid-traffic monitoring;
• help setting up ads.txt and sellers.json entries.

We decide how to deliver the services, which Ad Platforms and demand partners to use, and which advertisers may run on your Site, subject to any brand-safety preferences you give us that we agree to. We may change, add or remove Ad Platforms, features or services at any time. We do not guarantee any amount of ad fill, ad rates, revenue or uptime.

5. Your obligations

You agree that you will:

• own or fully control each Site, and have all rights to the content on it;
• follow our Content & Acceptable Use Policy and Invalid Traffic Policy at all times;
• follow the policies, guidelines and terms of the Ad Platforms used to serve ads on your Site, including any updates. We will share or link to the main policies that apply;
• follow all laws that apply to your Site and business, including privacy, consumer-protection, advertising and intellectual-property laws;
• not generate Invalid Activity, and not buy traffic from sources that you know or should know produce low-quality or non-human traffic;
• tell us promptly about any major change to your Site, such as a change in ownership, content focus, domain or main traffic sources;
• tell us promptly if you notice suspicious traffic or any policy issue;
• keep your account, contact and payment details accurate and up to date;
• respond within a reasonable time to our requests for information or fixes.

You are fully responsible for your Site, its content, its traffic and its users.

6. Ad placement, tags and ads.txt

Ad Tags. We will provide Ad Tags and setup instructions. You must place them only on approved Sites and only in the way we instruct. You must not change, copy, reverse engineer or move Ad Tags to other sites, apps or emails without our written approval.

Placement. You must place ads only in positions that comply with our policies and Ad Platform policies. You must not place ads in ways that cause accidental clicks, hide ads, stack ads, or label ads in a misleading way. We may require changes to ad placements at any time.

Exclusivity. Unless your Order says otherwise, you may use other ad providers on your Site, provided they do not interfere with our Ad Tags, break Ad Platform policies, or harm user experience. You must tell us about other ad providers if we ask.

ads.txt and sellers.json. You must add the ads.txt lines we provide to the ads.txt file at the root of each Site, keep them there exactly as provided while this Agreement is active, and update them promptly when we ask. Missing or wrong lines can reduce or stop ad revenue. We are not responsible for revenue lost because ads.txt lines were missing or incorrect. You agree that we and our Ad Platforms may list you in sellers.json files as required by industry standards.

Ad Platform accounts. If your Site is monetized through an Ad Platform account that we manage, or later through a parent or intermediary arrangement, you must follow any extra steps the Ad Platform requires, such as accepting invitations or linking accounts, and you must follow that Ad Platform's terms.

7. Privacy policy and consent

You must:

• publish a clear privacy policy on each Site that explains that third parties, including advertising vendors, may use cookies, device identifiers and similar technologies to serve and measure ads, including personalized ads, and how users can opt out;
• for users in the European Economic Area, the United Kingdom and Switzerland, use a consent management platform (CMP) that is certified under the IAB Transparency & Consent Framework, or another solution the relevant Ad Platform requires, to obtain valid consent where required;
• for users in US states with consumer privacy laws (such as California, Virginia, Colorado and others), provide the notices and opt-out choices those laws require, including for the "sale" or "sharing" of personal information and targeted advertising, and support signals such as the Global Privacy Platform or Global Privacy Control where required;
• not knowingly direct your Site to children under 13 (or a higher age where local law requires) unless you have told us in writing and set up the Site as required by laws such as COPPA and by Ad Platform policies;
• pass consent and privacy signals to our Ad Tags correctly.

We may provide general guidance, but you are responsible for your own legal compliance. Our guidance is not legal advice.

8. Reporting

We will give you access to reports showing estimated performance, such as impressions, clicks and estimated earnings, through a dashboard, email or other method we choose.

Figures are estimates until finalized. Daily and month-to-date figures are estimates based on data from Ad Platforms. Final figures are set only after Ad Platforms finalize their numbers and apply adjustments, for example for invalid traffic, advertiser chargebacks, billing discrepancies or non-payment. Final figures may be lower than estimates.

Our numbers control. Payments are based on the finalized figures recorded by us and our Ad Platforms, not on your own analytics or third-party tools. If you believe a finalized figure is wrong, you must tell us in writing within 30 days after we make it available, with supporting details. We will review it in good faith. If you do not raise a dispute within that time, the figure is final.

9. Revenue share

In return for our services, you will receive Revenue share (set in each publisher's agreement) of Net Revenue from ads served on your approved Sites, unless your Order sets a different share. We keep the rest.

We pay only on revenue that we actually receive from Ad Platforms. If an Ad Platform does not pay us, pays us late, or reduces a payment, your share is reduced or delayed to match. We may change the revenue share for future periods by giving you at least 30 days' notice. If you do not agree, you may end this Agreement before the change takes effect.

10. Payments

• Payment terms. We pay your share of finalized Net Revenue on Payment terms (e.g. Net 30).
• Threshold. We make a payment only when your unpaid balance reaches at least Minimum payout (e.g. US$100).
• Carry-over. If your balance is below the threshold, it carries over to the next payment period until it reaches the threshold.
• Methods. We pay using one of the following methods: Payout methods (e.g. bank transfer, PayPal, Payoneer). Available methods may depend on your country.
• Currency. We pay in US dollars (USD). If you receive payment in another currency, any conversion is done by your bank or payment provider at their rates.
• Fees. You are responsible for fees charged by your bank or payment provider to receive funds, unless your Order says otherwise.
• Payment details. You must give us correct payment details. We are not responsible for payments sent to the details you provided. If a payment fails because your details are wrong, we may charge you any re-sending costs.
• Holds. We may hold payments until you complete identity, tax and payment verification, or while we investigate possible Invalid Activity or policy breaches.
• Unclaimed balances. If you do not provide valid payment details or respond to our requests for a long period, we will handle the unpaid balance as required by applicable law.

More detail is on our Payments page.

11. Taxes

You are responsible for all taxes on the payments you receive, including income tax and any value-added or goods-and-services tax in your country.

Before we pay you, you must give us a valid tax form. In most cases this is:

• Form W-9 if you are a US person or US business;
• Form W-8BEN if you are a non-US individual;
• Form W-8BEN-E if you are a non-US business.

We may ask for other forms or information that tax law requires. If the law requires us to withhold tax from a payment, we will do so and the withheld amount counts as paid to you. We may report payments to tax authorities as required. We cannot give you tax advice. Please speak to a tax adviser.

12. Invalid activity, deductions and withholding

You will not be paid for Invalid Activity. This applies whether the Invalid Activity was caused by you, a third party, a bot or any other source.

We may deduct from your balance, withhold, or (if already paid) require you to repay, any amounts related to:

• Invalid Activity identified by us or by an Ad Platform;
• clawbacks, refunds or adjustments made by Ad Platforms or advertisers;
• advertiser chargebacks or non-payment;
• breaches of this Agreement, our policies or Ad Platform policies.

We may deduct these amounts from current or future payments. If your balance is not enough, you must repay the amount within 30 days after we ask. If we reasonably believe you deliberately generated Invalid Activity or seriously breached our policies, we may withhold all unpaid amounts for the affected Sites and period, and end this Agreement immediately.

Ad Platforms do not always share full details of their invalid-traffic findings. We will share what we reasonably can.

13. Confidentiality

"Confidential Information" means non-public information that one party shares with the other and that is marked confidential or should reasonably be understood as confidential. This includes revenue share, pricing, reports, technical details, Ad Tag code and business plans.

Each party will use the other's Confidential Information only to perform this Agreement, protect it with reasonable care, and share it only with employees, contractors and advisers who need to know it and who are bound by similar duties. These duties do not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or is lawfully received from someone else. A party may disclose Confidential Information if required by law, after giving notice where allowed. These duties last for three years after this Agreement ends.

14. Data protection

Each party will follow the data-protection laws that apply to it, such as the GDPR, UK GDPR and US state privacy laws. Our Ad Tags and Ad Platforms may collect data from users of your Site, such as IP addresses, device identifiers and cookie data, to serve, measure and protect ads. You agree to let this happen, as long as you have obtained any required notices and consents.

Where Ad Platforms require it, you also agree to their data-protection terms (for example, controller or processor terms). Where required by law, the parties will sign additional data-protection terms. Our handling of your own personal information is described in our Privacy Policy.

15. Intellectual property and licenses

Your license to us. You give us and our Ad Platforms a non-exclusive, worldwide, royalty-free license, for the length of this Agreement, to: access and review your Sites; place and serve ads on them; and use your Site name, URL and logo in sellers.json files, reports and communications with Ad Platforms and advertisers. We will not name you as a client in our public marketing without your permission.

Our license to you. We give you a limited, non-exclusive, non-transferable, revocable license, for the length of this Agreement, to use our Ad Tags, dashboard and materials only to display ads on your approved Sites.

Ownership. You keep ownership of your Sites and content. We and our licensors keep ownership of our Ad Tags, technology, dashboard, reports and brand. Ad Platforms keep ownership of their technology. Advertisers keep ownership of their ads.

16. Term and termination

This Agreement starts when you accept it and continues until either party ends it.

• By either party with notice. Either party may end this Agreement, or remove a single Site from it, for any reason by giving at least 30 days' written notice, unless your Order sets a different notice period.
• Immediately by us. We may end this Agreement immediately, by notice, if you breach it or any of our policies, generate or allow Invalid Activity, break the law, if an Ad Platform stops or limits serving on your Site, or if you become insolvent.
• Immediately by you. You may end this Agreement immediately, by notice, if we materially breach it and do not fix the breach within 15 days after you tell us.

After termination: you must remove all Ad Tags from your Sites and remove our ads.txt lines within 5 business days (or sooner if we ask). Subject to sections 8 and 12, we will pay your share of finalized Net Revenue earned up to the end date in the normal payment cycle after we receive it from Ad Platforms, even if it is below the threshold, unless we ended the Agreement because of your Invalid Activity or serious breach. Sections 8, 11, 12, 13, 14, 15 (ownership), 19 to 24, and any payment duties survive termination.

17. Suspension

Instead of ending this Agreement, we may suspend ad serving on all or part of your Sites, with or without notice, if:

• we suspect Invalid Activity or a policy breach;
• an Ad Platform asks us to, or limits or disables serving;
• we need to protect users, advertisers, Ad Platforms or our business;
• you do not respond to important requests from us.

We will try to tell you the reason and what you need to do to restore serving, where we are allowed to. We may withhold payments for the affected period while we investigate.

18. Warranties

You confirm and promise that:

• you have full authority to enter into this Agreement;
• all information you give us is true and complete;
• you own or control each Site and have all rights needed for its content;
• your Sites and content do not infringe anyone's rights or break any law;
• you will comply with this Agreement, our policies and Ad Platform policies.

We confirm that we have authority to enter into this Agreement and will provide our services with reasonable care and skill.

19. Disclaimers

Except as stated in section 18, and to the fullest extent allowed by law, our services, Ad Tags, dashboard and reports are provided "as is" and "as available", without warranties of any kind, including warranties of merchantability, fitness for a particular purpose and non-infringement.

We do not guarantee any level of earnings, revenue, fill rate, ad rates, traffic or results. We do not guarantee that ads will always be available, that Ad Platforms will accept or keep your Site, or that the services will be uninterrupted or error-free. We are not responsible for the actions, decisions or failures of Ad Platforms or advertisers, or for the content of ads, although we will take reasonable steps to address problem ads you report.

20. Limitation of liability

To the fullest extent allowed by law:

• neither party will be liable to the other for any indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data or loss of goodwill, even if told such damages were possible;
• our total liability arising from or related to this Agreement will not exceed the total amounts we paid to you under this Agreement in the 6 months before the event giving rise to the claim.

These limits do not apply to your indemnity duties, your payment or repayment duties, your breach of sections 5, 6, 12 or 13, or liability that cannot be limited by law, such as for fraud or willful misconduct.

21. Indemnity

You will defend, indemnify and hold harmless PublisherZera LLC (pending formation), its owners, managers, employees, contractors and agents, and our Ad Platforms, from any third-party claims, losses, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising from or related to:

• your Sites, content or traffic;
• Invalid Activity on your Sites;
• your breach of this Agreement, our policies or Ad Platform policies;
• your violation of any law, including privacy and consent laws;
• any claim that your Site or content infringes someone else's rights.

We will tell you about the claim promptly, and you will not settle any claim that affects us without our written consent.

22. Independent contractors

You and we are independent contractors. This Agreement does not create a partnership, joint venture, employment, franchise or agency relationship. Neither party may bind the other or make promises for the other. You are responsible for your own staff, costs and business decisions.

23. Governing law and venue

This Agreement is governed by the laws of the State of New Mexico, USA, and applicable US federal law, without regard to conflict-of-law rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

Before starting formal proceedings, the parties will try in good faith to settle any dispute by contacting each other in writing and talking for at least 30 days. After that, any legal action must be brought only in the state or federal courts located in the State of New Mexico, and both parties agree to the jurisdiction of those courts. Either party may seek urgent injunctive relief in any competent court to protect its intellectual property or Confidential Information.

24. Assignment and general terms

• Assignment. You may not assign or transfer this Agreement, including through a sale of your Site, without our written consent. We may assign it to an affiliate or to a buyer of all or most of our business or assets, by notice to you.
• Entire agreement. This Agreement, together with any Order and the documents listed in section 1, is the entire agreement between the parties about its subject. It replaces earlier discussions and agreements about the same subject.
• Severability. If any part is found unenforceable, it will be limited as little as needed and the rest stays in effect.
• No waiver. Not enforcing a right does not waive it.
• Force majeure. Neither party is liable for delays or failures (other than payment duties) caused by events beyond its reasonable control, including outages or decisions of Ad Platforms.
• Notices. We may send notices to the email address in your account or application. You must send notices to publishers@publisherzera.com, with a copy to legal@publisherzera.com for legal notices.
• Electronic acceptance. Acceptance by clicking, by email, or by electronic signature is valid and binding.
• Language. The English version of this Agreement prevails over any translation.

25. Changes to this Agreement

We may update this Agreement from time to time, for example to reflect changes in our services, Ad Platform requirements or the law. We will update the "Effective" date above and tell you about significant changes by email or in your dashboard at least 15 days before they take effect, unless a faster change is required by law or an Ad Platform. Changes to your revenue share follow section 9. If you keep using our services after a change takes effect, you accept it. If you do not agree, you may end this Agreement under section 16.

26. Contact

For questions about this Agreement, your account, reporting or payments, contact our publisher team at publishers@publisherzera.com.

For legal notices: PublisherZera LLC (pending formation), Business address (US mailing address to be added). Email: legal@publisherzera.com