Monetization Services Terms

The following terms (the "Monetization Services Terms") apply to your use of Shareaholic's monetization services for the delivery of advertising or other commercial or sponsored activity or content on a Publisher Site (collectively, the "Monetization Services").

Last updated: May 31, 2020

1. You agree to comply with specifications that may be provided by us from time to time to enable proper delivery, display, tracking or reporting of the Monetization Services. Further, you shall implement the Monetization Service in such a way that the look and feel of the service shall not be confusingly similar with any other third party service on the Publisher Site. You shall not, and shall not authorize or encourage any third party to modify the display, order, look and feel, or other attributes of the Monetization Services, unless otherwise allowed by us. Any exceptions must be approved by us, in advance, in writing.
2. We reserve the right, in our sole discretion, to not serve Monetization Services on a Publisher Site based on quality criteria important to advertisers or merchants ("Advertisers"), including but not limited to: site language, brand safety, and user engagement.
3. We make no guarantee regarding the level of impressions or clicks on any Monetization Service, the timing of delivery of such impressions and/or clicks, or the amount of credits that will be earned.

4. We reserve the right to withhold or adjust credits to exclude any amounts we determine arose from Invalid Activity. "Invalid Activity" includes, but is not limited to, (i) spam, invalid clicks, invalid impressions, invalid queries, invalid conversions, or other invalid events on Ads generated by any person, bot, automated program or similar device, including through any clicks, impressions, queries, conversions, or other events originating from your IP addresses or computers under your control; (ii) clicks, impressions, queries, conversions, or other events solicited or generated by payment of money, false representation, or requests for end users to click on Ads or take other actions; (iii) Ads served to end users whose browsers have JavaScript disabled or who are otherwise tampering with ad serving or measurement; and (vi) all clicks, impressions, queries, conversions, or other events in any Account with significant amounts of invalid activity, as described in (i-iii) above or with the types of invalid activity indicating intentional misconduct.

   In the event we discover Invalid Activity, either before or after issuing a redemption payment for that activity, we reserve the right to debit your Account, and adjust future redemptions accordingly, for all invalid clicks, impressions, queries, conversions, or other events including for all clicks, impressions, queries, conversions, or other events on Publisher Site's that do not comply with our policies.

5. Credits applicable to a Publisher Site will be calculated solely based on our accounting and records maintained by us. You acknowledge and agree that a Publisher Site is entitled to credit only for the portion of your use of the Monetization Services for which we have been paid; if, for any reason, we do not receive payment from an Advertiser or credits such payment back to an Advertiser, you are not entitled to the credit to your balance for any associated use of the Monetization Services. Additionally, if an advertiser whose Ads are displayed on any Publisher Site defaults on payment to us or a prior balance redemption to you resulted in an overpayment, we may charge back your Account accordingly.
6. Your Account must be in good standing through to the time when we issue a redemption payment to you. If we are investigating your compliance with the TOS or you have been suspended or terminated, your payment may be delayed or withheld. To ensure redemption processing, you are responsible for providing and maintaining accurate contact and payment information in your Account.
7. You agree that you are solely responsible for payment of all taxes, if any, on redemption amounts you receive from us. You agree to indemnify and hold us harmless from and against any claim arising out of your failure to do so.

All of the commitments you make in the Terms of Service (the "TOS") apply. In the event of any conflict between the Monetization Services Terms and the TOS, the Monetization Services Terms shall prevail to the extent of the conflict. It shall not be deemed a conflict where a term or condition is set forth in either the TOS or these Monetization Services Terms but omitted from the other. We may ask you to review and accept supplemental terms that apply to your use of a specific feature or functionality made available through the Monetization Services. To the extent those supplemental terms conflict with these Monetization Services Terms, the supplemental terms will govern with respect to your use of the specific feature or functionality to the extent of the conflict. We may change or update these Monetization Services Terms from time to time and your continued use of the Monetization Services constitutes acceptance of those changes.