Welcome to AdBreak Media PVT LTD (Acquired Sapniverse LLC)! This document, referred to as the "Agreement," outlines the terms and conditions that govern your relationship as a Publisher with our company. It covers your use of our website, services, and any additional products and websites we offer (collectively known as the "Services").

Please note that we reserve the right to modify the Services and this Agreement at any time without prior notice. The most up-to-date version of the Agreement will always be available on our website, which we'll refer to as the "Site." As a Publisher, you will be notified of any changes when you log in to your account. By continuing to use the Services after we post any modifications, you indicate your consent to those changes.

If you do not agree to this Agreement, including any subsequent revisions or amendments, in its entirety, you are not authorized to access or use any of the Services provided by our company.

Publisher Approval

• Registration with AdBreak Media PVT LTD does not automatically grant the Publisher the right to access or use the Company's Services. The Publisher's approval is subject to the discretion of the Company.

• All prospective Publishers must be approved by AdBreak Media PVT LTD before they can participate as Publishers. The Company reserves the right to withhold or refuse approval for any reason or without providing a reason.

• Once approved, the Publisher's continued use of the Services and participation as a Publisher is contingent upon ongoing compliance with this Agreement and the Company's posted policies on the Site.

• Failure of the Publisher to comply with the terms and conditions of this Agreement or the posted policies will be considered a material breach. It may result in disqualification from further participation in the Company's Services, termination or suspension, deactivation of all links in any downloaded Programs, forfeiture of payment, and potential legal action.

• The Publisher must promptly notify the Company in the event of any material changes in its business or marketing strategy.

• The Company retains the right to withdraw its approval of the Publisher at any time and for any reason, without prior notification, at its sole discretion.

Company Services.

• Company provides services to advertisers ("Advertisers"), third parties which post a link containing Advertiser's marketing 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-through, sales, registrations, impressions, and leads.

• In addition, Company may post a link to a Program owned and operated by Company. The same terms and conditions apply to all Company-owned Programs.

• Company shall have the right to suspend or terminate its provision of Services at any time, for any reason on ten (15) days notice to Publisher.

Publisher Services.

If Publisher accepts a Program, Publisher agrees to place the Program's advertising links and creative exactly as they appear on the Platform, without any alterations or resizing, unless approved in writing by Company. Additionally, Publisher must comply with the following terms and conditions:

1. General Minimum Media Requirements:

   • Publisher's Media (websites, affiliated websites, and e-mail distribution lists) must meet the following criteria:
     • For email campaigns, Publisher must have consent from each recipient and maintain records of such consent.
     • Publisher may offer incentives to users, provided it is permitted by the Advertiser and fraud prevention measures are implemented.
     • Publisher's websites must be fully functional and point to a top-level domain.
     • Publisher Content must comply with applicable laws and regulations, including internet marketing, consumer privacy, CAN-SPAM Act, and FTC Act.
     • Publisher Content must not constitute false testimonials, undisclosed paid endorsements, or other deceptive practices.
     • Publisher must not offer sweepstakes, contests, or games of chance in connection with Ads.
     • Publisher may only publish or place Ads through approved mediums specified by the Company.
     • Publisher must not modify or alter Ads without authorization.
     • Publisher must comply with any additional Campaign Mandatory Requirements as specified on the Site.
     • Publisher's Media and content must not target or be used by persons under the age of 18 or knowingly collect information from children under 13.
     • Publisher must obtain written authorization and enter into a separate agreement for mobile marketing activities.
     • Spawning process pop-ups are prohibited.
     • Publisher's Media and content must not include personal blogs, false testimonials, pornographic material, objectionable content, illegal activities, and other prohibited content.

Please note that this is a summary of the Publisher Terms and Conditions, and the full agreement should be referred to for complete details and obligations

1. Special Rules Governing Email Campaigns:

   • Verification of Recipient Consent:

     • Upon Company's request, Publisher will immediately provide Company with appropriate records verifying recipient's consent to receive email transmissions from Publisher.
     • Such records include, but may not necessarily be limited to, the recipients, IP address at the time of registration or opt-in; the name of the website to which the recipient registered or opted in; the privacy policy which was posted at the time the recipient registered or opted in; the date the recipient registered or opted in and any other information which was collected at the time of registration or opt-in.
     • If Publisher does not own or operate the originating source for the registration or opt-in, Publisher must obtain and produce, at Company's request, a written agreement from such source and data owner allowing Publisher's use of recipients' email addresses.

   • No Random or Invalid Generation of Email Addresses:

     • Publisher is responsible for knowing the source of its email list(s).
     • Email addresses may not be obtained by the use of a program for random generation of email addresses and/or "scraping" websites or online services.

   • No Misleading Headers or Other Masking of Email Origin:

     • An email may not include falsification of header information, false registrations for domain accounts, email accounts, or IP addresses used in connection with email ads, and retransmissions of an email ad for the purpose of concealing its origin.
     • No proxy server traffic is allowed. Publisher and/or their email delivery providers are prohibited from relaying or retransmitting emails from a computer or computer network that was accessed without authorization.

   • Usage of Approved and Current Content:

     • Only approved and current content, including creative, text copy, subject lines, and from lines, shall be used in any emails sent by Publisher on behalf of Company or its Advertisers.
     • Publisher must use the Ads found on the Platform in any emails sent by Publisher.
     • Publisher must have documented approval from Company to use any alternate creative, text copy, subject lines, or from lines that are not located on the Platform.
     • Any alterations of Ads submitted for approval by Company shall be thereafter owned by Company.
     • Subject lines may not be false or misleading such that it would likely mislead a reasonable recipient as to the contents or subject matter of the email message and must accurately represent the product or service depicted within Ads.

   • Ads Must Contain Clear Identification as an Advertisement:

     • Messages containing advertisements or solicitations must be clearly identifiable as such through a clear and conspicuous means or manner.

   • Consumer Opt-Out Functions:

     • Senders of commercial emails must give recipients an effective means of requesting not to receive future ads via email.
     • Publisher must provide the recipient with the ability to opt-out of receiving further emails from the Advertiser by placing a valid physical street address provided by the Advertiser and a link to an internet-based unsubscribe mechanism in every email.
     • The internet-based unsubscribe link must remain in operation for thirty (30) days from the date of the original email transmission.

   • Unsubscribe Request Processing:

     • All unsubscribe requests must be honored within ten (10) business days from their receipt.
     • Publisher must scrub against the Advertiser and Company's unsubscribe list at least every seven (7) days. Best practice is to scrub every three (3) days as recommended by Company.

   • Suppression and Domain Lists:

     • Publisher shall download the most recent suppression file(s) for the campaign they intend to mail and will suppress all email addresses within its database that are in the file prior to launching any Ad by email campaign.
     • For any campaigns that include a domain suppression list, Publisher agrees that it will download the most recent domain suppression list prior to mailing the campaign and will suppress all domains within its database found on such list.
     • Publisher agrees that it will download and remove the domains located on the FCC's wireless domain names list located at http://www.fcc.gov/cgb/policy/DomainNameDownload.htmlfrom all mailings, prior to mailing.

   • Third-Party Transmission:

     • If a Publisher uses a third party to transmit emails, then that third party and Publisher will be treated as one and the same for the purposes of this Agreement.

Monitoring

Company may, at its discretion and with or without the assistance of third parties, monitor Publisher activities using Company Services. This monitoring may include, but is not limited to, ensuring compliance with this agreement, applicable legal requirements related to Publisher's media, adherence to Advertiser campaign requirements, and honoring unsubscribe requests.

If monitoring is conducted by a third party, Publisher authorizes the sharing of all relevant information with Company. Additionally, each unsubscribe list provided to Publisher shall be uniquely identified to ensure proper usage in accordance with applicable laws.

License

• Limited License Grant:

  • Company grants Publisher a revocable, nontransferable, non-sub-licensable, non-exclusive limited license to use the Site, the Platform, and any Site Data solely for the purpose of marketing or promoting the Programs under this Agreement and subject to the terms herein and the applicable Program Terms.

• Sub-Publishers:

  • If Publisher uses Sub-Publishers to transmit, place, distribute, or display Ads, Publisher must provide advance written notice to Company.
  • Publisher's Sub-Publishers must comply with the provisions applicable to Publisher's websites, emails, Ad placement, content, actions, and conduct as outlined in this Agreement.
  • Publisher is responsible for monitoring its Sub-Publishers to ensure compliance with this Agreement.
  • Publisher acknowledges that it will indemnify and hold Company and Advertisers harmless for any claims arising from the actions or conduct of Sub-Publishers.
  • Sub-Publishers have limited rights to display and serve Company Programs and Ads, sublicensed by Publisher. Company may terminate Publisher if there is non-compliance.

• Site Access:

  • Publisher may only access the Site via approved methods, such as web browser or email.
  • Publisher must not attempt to alter or render ineffective the Services, Site, Platform, or any data provided by Company.
  • All non-public information, data, and reports received from Company are proprietary and owned by Company.
  • Upon termination or instruction from Company, Publisher must destroy and discontinue the use of any Company data or material.

• Link Usage:

  • Publisher must not impede, interfere with, or modify Links or Tracking Devices without written instructions from Company.
  • Publisher agrees to modify or alter Links and/or Tracking Devices as requested by Company.

• Ownership:

  • Company owns all right, title, and interest in Links, Tracking Devices, and user data collected through Publisher's activities.
  • Any data derived from Data Miners embedded in Links belongs solely to Company.
  • Company may share derived data with Publisher for optimization purposes, but Publisher must not share it with third parties without Company's written approval.
  • Company Content provided to Publisher must be used without modification unless approved by Company in writing, and only as permitted by Company.
  • Publisher must discontinue the use of Company Content upon request by Company within two (2) business days.

Confidential Information

Each party agrees to use the other party's Confidential Information solely for the purposes of this Agreement and not to disclose it to any third party, except in certain circumstances:

• Disclosure necessary for the receiving party's performance of obligations or exercise of rights under this Agreement or any other agreement between the parties.
• Disclosure required by applicable law or court order, with reasonable advance notice given to the disclosing party.
• Disclosure made with the consent of the disclosing party.

"Confidential Information" includes, but is not limited to, the terms of this Agreement (including pricing), information about services or products, Advertiser identities, processes, techniques, know-how, and information or data developed during the performance of the Services. Publisher acknowledges that Company may disclose Publisher's Confidential Information under certain circumstances related to investigations, claims, or actions.

Fraud Monitoring

Monitor and Inactivation:

• Company may monitor Publisher's traffic and conduct for fraud, but it is not obligated to do so.
• If fraud is suspected or detected, Publisher's account may be made inactive pending further investigation.
• Fraudulent traffic includes click-through or conversion rates significantly higher than industry averages without solid justification, click or lead generation programs with no sustainable site traffic, fraudulent leads reported by Advertisers, use of incentives to procure clicks or leads, and leads obtained without consumer action or prior approval.
• If Publisher engages in fraudulent traffic or conduct, its commission for all Programs will be forfeited, and its account with Company will be terminated.
• Company reserves the right to seek credit or reimbursement for payments made for fraudulent activities.

Adware and Spyware Prohibited:

• Publisher must not engage in, disseminate, promote, or distribute any Program or Ad through contextual media, including adware, pop-up/pop-under technologies, or similar methods.
• Violation of this prohibition may result in termination of this Agreement, cessation of contextual marketing campaigns, and withholding of payments obtained through violation.

Payment Terms

• Payment Terms:

  • Publisher will be paid per the terms of each Program or insertion order, subject to meeting the minimum monthly commission requirement.
  • Payments are usually made approximately thirty (30) days after the end of each month, with any applicable taxes withheld.
  • Company may withhold payments until Advertisers have paid for the respective Program.
  • Company does not guarantee payment if an Advertiser fails to pay for a Program.

• Minimum Monthly Commission and Rollover:

  • If Publisher's minimum monthly commission is not achieved, the commission will be rolled over to the next month.
  • The minimum amount varies depending on the chosen payment method.

• Offset and Payment Withholding:

  • Company may reduce payments owed to Publisher due to offsets taken by Advertisers for invalid Events, technical errors, tracking discrepancies, etc.
  • Publisher must repay any withheld amounts within fifteen (15) days of receiving the invoice.

• Withholding for Breach or Violation:

  • Company may withhold or reduce payments to Publisher if Publisher or its sub-publisher breaches a material term of this Agreement or violates another entity's terms, conditions, or applicable laws/regulations.

• Data Accuracy and Disputes:

  • Company compiles, calculates, and electronically delivers data for Publisher's billing and compensation.
  • Any disputes or questions regarding the data or payout must be submitted in writing within five (5) business days of receiving the final data or payout.
  • Invoices and payments are based on the Events recorded by Company.
  • Publisher is responsible for providing necessary information, such as a W-9, for payment.

Term and Termination

• Term:

  • Either party may terminate this Agreement upon three (3) business days notice to the other party.

• Termination by Violation:

  • If either party believes in good faith that the other party is in violation of applicable law or material breach of any terms of this Agreement, they have the right to terminate the Agreement immediately upon written notice.

• Termination Process:

  • Termination notice will be provided via email and will be effective immediately.
  • Upon termination, Publisher and any Sub-Publisher must cease all advertising activities.
  • All outstanding payments due to Publisher will be paid in the next billing cycle.
  • Certain provisions, including representations, warranties, and obligations outlined in specific paragraphs, will remain in effect after termination.
  • Payment obligations that accrued prior to the termination date will continue until fully performed.