Publisher Agreement

In order to be eligible to become an Online Media Solutions Publisher, all websites or affiliated websites or publishers must meet the following criteria:

• Be content-based, not simply a list of links or advertisements, nor can the site be centered around making money off of our Advertisers
• Be fully functional at all levels; no "under construction" sites or sections
• Although we do not work on an exclusive basis with our affiliates, working directly with our affiliates is not allowed until 3 months after the termination of this Agreement. Although we do not work on an exclusive basis with our affiliates, working directly with our affiliates is not allowed until 3 months after the termination of this Agreement

The content of the publishers, websites or affiliated websites cannot include any material that infringes the rights of any third party or is in violation of any law, as determined by us in our sole discretion, including but not limited to the following:

• Intellectual property rights
• Racial, ethnic, political, hate-mongering or otherwise objectionable content
• Investment, money-making opportunities or advice not permitted under law
• Gratuitous violence or profanity
• Material that defames, abuses, or threatens physical harm to others
• Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.
• Software Pirating (e.g., Warez, P2P, Bit torrent, Hotline, etc.)
• Hacking or Phreaking.
• Any illegal activity whatsoever
• Any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic
• Any other inappropriate activity as determined by us in our sole discretion.

This Agreement shall commence upon your acceptance and remain in effect until terminated. This Agreement may be terminated by either Party upon one (1) business days notice. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party, or the breach of this Agreement by you.

Online Media Solutions reserves the right, in its sole and absolute discretion, to terminate a campaign and remove any advertisements at any time for any reason.

During the month a publisher may view the online reports within Online Media Solutions reporting system which in ALL ways are estimate numbers that can be changed until 15 days after the end of the month. In all cases, we will use commercially accepted methods and practices to direct and measure traffic.

Campaigns can be customized at any time by Online Media Solutions team to comply with advertiser's ad serving numbers. At the end of the month the reports are frozen and within 15 days will include the definitive numbers of earnings. This also states that Online Media Solutions stats will be leading in every case.

• You represent, warrant and covenant that: Your Media is in compliance with all applicable laws and does not contain or promote, nor links to another website that contains, libelous, defamatory, abusive, violent, prejudicial, obscene, infringing, sexually explicit or illegal content;
• You agree not to promote via website or link to websites containing any pornographic, racial, ethnic, political, software pirating (e.g. Warez) or hacking, hate-mongering, or otherwise objectionable content;
• You agree not to engage in any illegal activity, in accordance with Federal Law, whatsoever, is not allowed;
• You represent and warrant that you own or have the legal right to use and distribute all content, copyrighted material, trademarked materials, products, and services displayed on Your Media; You agree to not use deceit when marketing Advertiser's offers or presenting these offers to consumers; You have the right, power, and authority to enter into this Agreement and grant the rights specified herein;
• You will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Site tags, source codes, links, pixels, modules or other data provided by or obtained from Online Media Solutions that allows Online Media Solutions to measure ad performance and provide its service ("Site Data");
• If instructed to do so by Online Media Solutions and/or if this Agreement terminates, you will immediately remove and discontinue the use of any Site Data;
• You acknowledge that Online Media Solutions does not represent, warrant, or make any specific or implied promises as to the successful outcome of any Programs;
• You agree to display the creative exactly as it appears on the Program and will not alter any creative that has been submitted to the Site;
• If You are notified that fraudulent activities may be occurring on your Media, and You do not take any actions to stop the fraudulent activities, then You are responsible for all associated costs and legal fees resulting in these fraudulent activities;
• You represent, warrant and covenant that you will not take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large loan on our technology infrastructure or otherwise make excessive demands on it;
• You may not disable, circumvent or otherwise interfere with security related features of our service or features that prevent or restrict use or copying of any part of our service, or which enforce limitations on the use of our service;
• You represent, warrant and covenant that Your Media does not contain any sexual or erotic material that depicts persons under the age of eighteen (18) or in a manner that suggests that they are under the age of eighteen (18);
• If any errors or undesirable results occur due to no fault of Online Media Solutions, Online Media Solutions shall not be responsible for losses and You may not be compensated;
• YOU MAY NOT CHEAT, DEFRAUD OR MISLEAD US, OR ATTEMP TO CHEAT, DEFRAUD OR MISLEAD US, IN ANY MANNER.

Site may NOT place any Online Media Solutions advertisements on alternative publishers or websites without written consent and approval of Online Media Solutions. Publisher will not place advertisement on pornographic/offensive, and/or warez, and/or illegal MP3 sites/directories, and/or P2P/Bit-Torrent sites, and/or Spyware or malicious code of any sort and/or alternatively questionable areas.

In case where advertisements are placed in such locations, Online Media Solutions reserves the right to withhold payment for the entire campaign and/or submit an immediate legal action against the company and/or set a financial penalty in the amount of $10K (USD) or a higher sum, based on the damages caused to Advertising Technologies, Ltd.

IN NO EVENT SHALL Online Media Solutions BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SITE, OPERATION OF A PROGRAM, OR YOUR DISPLAY OF ANY PROGRAM CREATIVE ON YOUR MEDIA, INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF Online Media Solutions HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE INFORMATION, CONTENT AND SERVICES ON THE SITE ARE PROVIDED ON AN "AS IS" BASIS WITH NO WARRANTY. YOU USE THE SITE AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Online Media Solutions DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SITE, THE INFORMATION, SERVICES, AND CONTENT INCLUDED ON THE SITE AND PROVIDED BY Online Media Solutions , INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Online Media Solutions DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SITE OR PROVIDED BY Online Media Solutions IS ACCURATE, COMPLETE OR CURRENT.

You shall indemnify, defend and hold Online Media Solutions harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys fees) by third parties arising out of Your:

(a) improper use of the Site;
(b) improper operation of a Program; or
(c) breach or violation of this Agreement.

Online Media Solutions may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of Online Media Solutions, which shall not be unreasonably withheld.

This Agreement shall be construed and governed by the law of the British Virgin Islands (BVI) You expressly consent to the exclusive venue and personal jurisdiction of the courts in and of the British Virgin Islands (BVI) for any actions arising from or relating to this Agreement or your use of our service.

If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.

Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party.

This Agreement contains the sole and entire agreement and understanding between the Parties relating to the subject matter herein, and merges all prior discussions, whether through officers, directors, salespersons, employees or consultants. Each Party is an independent contractor and not a partner, joint venture or employee of the other.

All notices shall be sent to the addresses submitted by you when signing up for the service by certified mail, fax, email or courier. Online Media Solutions reserves the right to change any conditions of this contract at any time. You may refer contract revisions in our website www.onlinemediasolutions.com.

The Terms and Conditions of Advertising Technologies Ltd. [as published on www.onlinemediasolutions.com (the "Terms")] bind the parties from the date signed or the date service is provided and shall apply to each and any services provided by Online Media Solutions. The Terms shall take precedence over any other terms and conditions issued or stated or referenced to apply relating to the services provided by Propeller Ads.

Revenue share deal based on placements generated by Online Media Solutions Reporting Source - All reported numbers for the purposes of billing and general delivery reporting are based on Online Media Solutions server reports

Online Media Solutions will pay Net 35. Payments Policy: Wire- $500 and up. Minimum payment amounts: 100 USD/ 100 Euro/ 100 GBP, if the balance is less Online Media Solutions will add the amount to the next payment. Publisher responsible to supply valid payment details, if details are wrong or if the publisher change its payment details, it is the publisher responsibility to notify by mail 14 days before Payment due date.

Publisher will bear payments fees if require. Publisher must send invoice to omsolution.sales@gmail.com before the 15th of the following month of the activity.

We may, in our sole discretion, refuse to process a payment (and may place a payment hold) on any part of your account for any reason, including if we have a reasonable suspicion that you have breached this Agreement. We also reserve the right to set-off any amount you owe us, including for breaches of this Agreement.

We assume no responsibility for paying any taxes on payments made to you and you acknowledge and agree that it is your complete and sole responsibility to pay for all taxes as a consequence of your participation in the Program. In certain cases, we may withhold all payments until such time as we receive necessary tax documentation from you.