TERMS
1. Binding Agreement

Welcome to OnlineMediaEmpire, a service brought to you by OnlineMediaEmpire, INC (OnlineMediaEmpire). OnlineMediaEmpire is providing its services to you subject to the following Terms of Use (the Terms), as may be updated by OnlineMediaEmpire from time to time in OnlineMediaEmpire sole discretion without further notice to you, except where otherwise indicated. The latest version of the Terms is always available for your review on this page. Additionally, certain of our services are subject to additional rules and regulations that are unique to such services. Where additional rules or regulations are applicable, you will be notified and be required to agree to such additional rules and regulations prior to your use of such services. Also, in some circumstances OnlineMediaEmpire may offer services that are subject to terms of use that are different from the Terms. In such cases, you will be prompted to accept such terms of use prior to your use of such services. References to you in these Terms means you, your duly authorized representatives and the entity you represent.

2. Termination, Suspension or Modification of Services

You acknowledge and agree that OnlineMediaEmpire has the right at any time and in such frequency as it determines to suspend, discontinue, or terminate the Services, in whole or in part, with or without notice to you. You further acknowledge and agree that OnlineMediaEmpire shall not be liable to you or any third party for any such suspension, discontinuance, or termination of the Services for any reason.

Under some circumstances, OnlineMediaEmpire reserves the right to terminate your access to the Services, in whole or in part, immediately and without notice to you. Reasons for such a termination include, without limitation, (i) a breach or breaches of the Terms or other agreements and/or guidelines incorporated herein by reference, (ii) engagement by you in conduct that is deemed by OnlineMediaEmpire, in it sole and exclusive judgment, to be fraudulent or constituting an illegal act, (iii) a request made by law enforcement or other government agencies, (iv) a request made by you (self-selected termination); (v) suspension, discontinuance, or material modification of the Services or a portion thereof; (vi) unanticipated technical or security problems or issues; (vii) periods of extensive account inactivity; (viii) failure by you to pay or timely pay any fees, charges, or other monies due OnlineMediaEmpire or such third parties as it may serve as agent for in connection with settling a transaction; and (ix) violation of any agreement entered into in connection with your use of the Services. Any termination by OnlineMediaEmpire of your account and/or access to the Services will include, without limitation (i) removal of access to any and all offerings comprising the Services, (ii) deletion of your secure password, log in information and related accounts, including all historical transaction data and summaries, if any, and (iii) a prohibition against your ability to use the Services at any time in the future. You acknowledge and agree that any termination for cause is in OnlineMediaEmpire' sole and exclusive discretion and that any termination of your access to the Services and/or your account shall not cause OnlineMediaEmpire to be liable to you or any third party for any reason.

Notwithstanding anything to the contrary set for herein, Publisher Payments are related to the number of valid clicks sent to OnlineMediaEmpire, valid clicks on Ads displayed on your Properties, the number of valid impressions of Ads displayed on your Properties, or other valid events performed in connection with the display of Ads on your Properties, in each case as determined by OnlineMediaEmpire and OnlineMediaEmpire alone.

Except in the event of termination, OnlineMediaEmpire will pay Publishers by the end of the calendar month following any calendar month in which the earned balance in your Account equals or exceeds the applicable payment threshold. Unless expressly authorized in writing by OnlineMediaEmpire, you may not enter into any type of arrangement with a third party where that third party receives payments made to you under the Agreement or other financial benefit in relation to the Services.

Payments will be calculated solely based on OnlineMediaEmpire accounting and OnlineMediaEmpire impression counts. By accepting these terms, you expressly agree to these methods herein and waive any right to use any third-party data in relation to any claim against OnlineMediaEmpire. Payments to you may be withheld to reflect or adjusted to exclude any amounts refunded or credited to advertisers and any amounts arising from invalid activity, as determined by OnlineMediaEmpire in its sole discretion. Invalid activity is determined by OnlineMediaEmpire in all cases and includes, but is not limited to, (i) spam, invalid queries, invalid impressions, fraudulent or invalid clicks generated by any person, bot, automated program or similar device, including through any clicks or impressions originating from your IP addresses or computers under your control; (ii) clicks solicited or impressions 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; and (iv) clicks or impressions co-mingled with a significant amount of the activity described in (i, ii, and iii) above.

In addition to our other rights and remedies, we may (a) withhold and offset any payments owed to you under the Agreement against any fees you owe us under the Agreement or any other agreement, or (b) require you to refund us within 30 days of any invoice, any amounts we may have overpaid to you in prior periods. If you dispute any payment made or withheld relating to the Services, you must notify OnlineMediaEmpire in writing within 30 days of any such payment. If you do not, any claim relating to the disputed payment is waived. If an advertiser whose Ads are displayed on any Property defaults on payment to OnlineMediaEmpire, we may withhold payment or charge back your account.

To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information in your Account. You are responsible for any charges assessed by your bank or payment provider.

As between you and OnlineMediaEmpire, OnlineMediaEmpire is responsible for all taxes (if any) associated with the transactions between OnlineMediaEmpire and advertisers in connection with Ads displayed on the Properties. You are responsible for all taxes (if any) associated with the Services, other than taxes based on OnlineMediaEmpireā€˜ net income. All payments to you from OnlineMediaEmpire in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted.

TERMS INQUIRY
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