Freedom of Ads: Publishers Terms and Conditions

This Publisher Agreement (hereinafter the "Agreement") shall govern participation in the Freedom of Ads, LLC. online advertising network (the "Network"). By participating in the Network, you are agreeing to be bound by the Terms and Conditions set forth in this Agreement. The term "Publisher" shall refer to any individual, company or other such entity who accepts the Terms and Conditions of this Agreement by submitting an application to the Network for participation in the Network OR displaying the Network’s advertisements OR accessing an account of the Network. Freedom of Ads will provide to the Publisher advertising HTML or other such ad codes ("Ad Codes") to allow the Publisher to serve advertisements on approved websites.

1. Publisher Obligations. In accordance with the IASH Code of Conduct, Schedule A, Publisher represents and warrants the following:

a) The publisher of the site either owns or is entitled to use the content displayed on all URLs on which activity is running;
b) The site does not knowingly include any ‘virus’ or other destructive programming or device that could impair or injure any data, computer system or software;
c) The site does not knowingly violate any applicable laws or regulations, including without limitation, false or deceptive or comparative advertising laws, gaming and gambling laws, competition laws, and criminal laws;
d) The site does not knowingly contain content originated by or on behalf of the site publisher that is defamatory, violates any rights of privacy or publicity or constitutes a misrepresentation;
e) The content of the site originated by or on behalf of the site publisher does not and will not knowingly infringe any Intellectual Property Rights or other proprietary rights;
f) The publisher and the site do not knowingly engage in, promote or facilitate activities such as pirating, hacking or any other activities which are illegal under international, US or local law.
g) In respect of unlawful activity or content contributed to the site without the publisher’s knowledge or awareness of its unlawfulness, the publisher operates a “notice and takedown” policy that complies with applicable law.
h) The publisher will use all reasonable endeavours not to include on the site those types of content forbidden by the Agreement.
i) The site publisher will use all reasonable endeavours to ensure, that inventory booked on this site will not be re-sold or re-brokered.
j) Publisher agrees not to modify the Freedom of Ads ad code.

2. As Publisher, you agree that your site does not contain the following types of content, or engage in any of the following practices:

a) Hate Content, Obscenity and Indecency
Content articulating views intended or reasonably likely to cause or incite hatred of any race, religion, creed, class or ethnic group.
Content articulating views calculated to cause offence to or incite hatred of any individual or group.
Content explicitly glorifying or delivering for the purposes of entertainment, scenes or descriptions of non-consensual pain, suffering, death, torture or ill-treatment of humans or animals.
Content that is unlawful by reason of obscenity or indecency under prevailing legislation (such as the Obscene Publications Act 1959 and the Protection of Children Act 1978).
Video content that may not be distributed under the Video Recordings Act 1984, either because it requires a video classification certificate or because of the classification it has been given (in particular, the 18R classification).
b) Bombs/guns/ammunition
Content offering genuine or replica guns, bombs, ammunition or other offensive weapons for sale.
Content glorifying the use of or offering technical information on guns, bombs, ammunition or other offensive weapons.
c) Invalid Clicks (non-Human Clicks)
Invalid clicks are clicks generated by prohibited methods.
Examples of invalid clicks include repeated manual clicking or the use of robots, automated clicking tools, or other deceptive software. Invalid clicks are sometimes intended to artificially or maliciously drive up an advertiser's clicks or a publisher's earnings. Sources of invalid clicks include:
Manual clicks intended to increase costs to the advertiser or to increase profits for website publishers hosting the advertising.
Clicks by automated tools, robots, or other deceptive software.
d) Spyware, Worms, Viruses, Trojans and Associated Badware
Any software covertly installed on a user’s machine (as distinct from the addition of a cookie to the appropriate location within the user’s browser software).
Specifically, Spyware is:
installed without the user's full knowledge;
cannot be easily uninstalled or disabled;
covertly transmits information about the user's activities to a remote host often used to facilitate delivery of advertising messages, often with a high frequency
those applications that are a sub-set of spyware being, malware (malicious code). Malware includes viruses, worms and Trojans. A defining characteristic of malware is that it is intended to cause harm or be otherwise used for criminal purposes. Examples of spyware in this category are keystroke loggers, password sniffers, spam launchers, rootkits, remote access tools (RATs) and screen capture utilities.
e) Adult Materials
Sexually explicit content transmitted or published for the purposes of entertainment including but not limited to photographs, videos and text depicting or describing legal sexual acts between consenting adults.
If Publisher Obligations as outlined above are not upheld, any such actions will lead to account termination and all funds generated from said actions will be forfeited at the discretion of the Network.

3. Freedom of Ads Network Policies. As a Publisher, You acknowledge that:
a) your account will be monitored continuously by the Freedom of Ads traffic department, Freedom of Ads network technology, third party technology or third party auditors.
b) membership in the Freedom of Ads online advertising network is subject to prior approval by Freedom of Ads. Freedom of Ads reserves the right to refuse service to any new or existing Publisher, at its sole discretion, with or without cause. Approval of membership in the Freedom of Ads online advertising network is limited only to the specific domain for which the Publisher has applied for approval.
c) you must place at least one ad unit partially above the fold, that is, partially within the first 500 pixels of the page. You may place more ad units at your discretion on approved pages. You understand that Freedom of Ads may terminate your account if there is excessive advertising on your page of Freedom of Ads advertisements or third party advertisements, as determined at the Network’s sole discretion.
d) Freedom of Ads provides free default redirects in the event that Freedom of Ads is unable to fill 100% of a Publisher's available inventory with paid advertising. Under no circumstances does Freedom of Ads guarantee to fill any percentage of a website's inventory with paid advertising. In the event that a Publisher chooses not to specify a default, Freedom of Ads may display ‘house’ ads or Public Service Announcements (PSA’s). These ads are not paid advertising and may also be displayed on Publishers' websites if technical difficulties require it.
e) Freedom of Ads is the sole owner of all website, campaign, and aggregate user data collected by the Freedom of Ads network, campaigns on the Freedom of Ads network, or inventory placed on the Freedom of Ads Network
f) Freedom of Ads reserves the right to refuse or reject any application or any website requesting approval to participate in the Network at its sole discretion for any reason. Publisher agrees that Freedom of Ads will not be deemed liable for any consequences, results, or other effects of such refusal or rejection of an application.
g) Freedom of Ads reserves the right to refuse or reject any website which has content that is not in the English language. Freedom of Ads, at its sole discretion, may make efforts to analyze such websites for compliance with this Agreement but does not make any guarantee, express or implied, of any such efforts. Publisher is required to submit an accurate translation of the website for review. If such a translation is found to be inaccurate or misleading, Freedom of Ads may take appropriate action against the Publisher, including, but not limited to, suspension of services or forfeiture of funds.

4. Payment.
a) Freedom of Ads shall have the sole responsibility for calculation and reporting of all statistics, including, but not limited to, impressions, clicks, earnings, and referral earnings. Eastern Standard Time (GMT - 05:00) shall be the time zone used for all traffic calculations. Freedom of Ads will post reports of all traffic resulting from the Publisher's Ad Codes on Freedom of Ads’s website for the Publisher to access on an hourly basis.
b) Freedom of Ads will pay the Publisher up to 80% of the advertising revenue received by the Network for advertising placed on the Publisher's website by the Network. Freedom of Ads will pay the Publisher only for months in which earned revenue exceeds the minimum payment threshold. The minimum payment threshold for PayPal is US$10.00. For MoneyBookers, it is US$50.00. For Checks, it is US$100.00. Revenue which is not paid to the Publisher in any given month will be credited to the Publisher and paid later if total accrued revenue exceeds the minimum payment threshold. Freedom of Ads will make payments to the Publisher within approximately 30 days after the end of the month (Net 30). The Publisher must contact Freedom of Ads to inform the Network of their preferred payment method and associated information. Freedom of Ads will not make payments until such information is received.

5. Termination. Freedom of Ads reserves the right to:
a) terminate any Publisher's account that has been inactive or idle for a period longer than three months.
b) terminate any Publisher's relationship with the Network at any time, with or without cause. Termination notice may be provided via email or any other means and will be effective immediately. Upon such termination Publisher agrees to immediately remove the Freedom of Ads Ad Codes and any other Freedom of Ads IP, including promotional materials, from their website(s). In the event of termination where Publisher did not violate the Agreement, Freedom of Ads will pay the Publisher appropriate accrued earnings up to the date of termination. This payment shall be made within 90 days.

6. Intellectual Property.
a) The Publisher shall not have, nor will it claim, any right, title or interest in any advertising content delivered by Freedom of Ads. The Publisher is granted no license to Freedom of Ads advertising content, the name "Freedom of Ads" or any derivative thereof, or any other trademarks, logos, copyrights, patents, trade secrets or other intellectual property rights which are owned or controlled by Freedom of Ads and made available to the Publisher in any manner without express consent of Freedom of Ads.

7. Relationship of Parties.
a) Freedom of Ads and the Publisher are independent contractors. No agency or any other relationship exists or is implied. Neither party is a partner of the other party. Neither party shall have any authority to enter into any agreement for or on the behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.

8. Assignment.
a) The Publisher may not assign this Agreement, in whole or in part, without written consent from Freedom of Ads. Any attempt to assign this Agreement without such written consent will be deemed null and void.

9. Force Majeure.
a) Neither party shall be held liable for reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, insurrection, war, fires, flood, earthquakes, and other acts of God.

10. Servability
a) In the event that any term or provision of this Agreement shall be deemed by a court of competent jurisdiction to be overly broad in scope, duration or area of applicability, the court considering the same shall have the power and is hereby authorized and directed to limit such scope, duration or area of applicability, or all of them, so that such term or provision is no longer overly broad and to enforce the same as so limited. Subject to the foregoing sentence, in the event any provision of this Agreement shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall attach only to such provision and shall not affect or render invalid or unenforceable any other provision of this Agreement.

11. Waiver of Default.
Either party’s waiver of a default by the other does not constitute a waiver of future or other defaults.
12. Limitation of Liability.
a) In no event shall either party be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of data, loss of use, or loss of profits arising thereunder or from the provision of services;
b) Freedom of Ads will not be subject to any liability whatsoever for:
i. any failure to provide reference or access to all or any part of the website due to systems failures or other technological failures of Freedom of Ads or of the Internet;
ii. delays in delivery and/or non-delivery of advertisements, including, without limitation, difficulties with a client, difficulties with a third-party server, or electronic malfunction; and
iii. errors and omissions of any kind.

13. Disclaimer of Warranties.
Except for the express warranties set forth in this agreement, all other warranties made or implied by the parties, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, course of dealing, and course of performance, are disclaimed. In addition, Freedom of Ads itself, and on behalf of its licensors and service providers, disclaims any representation or warranty regarding the performance, availability, functionality, or other aspect of the software underlying the Freedom of Ads website, or the services, including any representations regarding use, data security, accuracy, or reliability of Freedom of Ads’s services. Freedom of Ads will not be responsible for any special, indirect, consequential, or punitive damages arising under this Agreement, including but not limited to, lost profits, lost business opportunities, or lost goodwill, even if Freedom of Ads is advised of the possibility of such damages.

14. Governing Law.
a) This Agreement shall be governed by and construed under the laws of the State of New York, United States of America without regard to conflict of laws principles. Any controversy, dispute or claim under, arising out of, in connection with or in relation to this Agreement shall be settled, at the request of either party, by arbitration conducted in accordance with the then-existing rules for commercial arbitration of and administered by the American Arbitration Association before a single neutral arbitrator. The laws of the State of New York will apply. The arbitration of such issues, including the determination of any amount of damages suffered by any party hereto by reason of the acts or omission of any party, shall be final and binding upon the parties. The arbitrator shall be authorized to award damages only to the extent otherwise available under this Agreement with respect to any such claim, dispute, or controversy. Any arbitration proceedings hereunder shall be conducted in the English language and shall be held in New York, New York, United States of America. Each party will be responsible for its own attorneys’ fees. The cost of the arbitration, including the fees and expenses of the arbitrator, will be shared equally by the parties. The Federal Rules of Evidence will govern the arbitration hearing and discovery will be permitted to the extent provided for in the Federal Rules of Civil Procedure. Any judgment rendered by the arbitrator may be entered in any court having appropriate jurisdiction.

15. Headings.
The paragraph headings in this document are for convenience only, and are not to be construed to alter the substance of the paragraph.

By accepting this Agreement, you represent and warrant that you are at least 18 years of age on the effective date of this Agreement.