Publisher & Supply Terms

1. Scope

1.1 These Publisher & Supply Terms ("Publisher Terms") govern how a Publisher makes Inventory available through the Admeking Services and how we pay for it. They apply to website owners, app owners, supply-side platforms, ad networks and resellers. They are not an affiliate or referral agreement.

1.2 Your contracting party is Adwirk GmbH, Haunstetter Straße 112, 86161 Augsburg, Germany, which provides the Services under the Admeking brand (DEFS 1).

1.3 The Services are offered only to businesses acting in their trade, business or profession. By opening an Account in the publisher role you confirm that you act in that capacity. If you are nevertheless a consumer, these Publisher Terms do not exclude any right that mandatory consumer law gives you.

1.4 These Publisher Terms incorporate the Definitions (DEFS), the Advertising & Traffic Policy (ADV-POLICY), and Part A and Part C of the Payments, Refunds & Adjustments document (PAY). Processing of Personal Data is governed by our Data Protection Terms and Privacy Notice in the Legal Hub.

1.5 If you also buy advertising through the Services, the Advertiser Terms govern that role. Each role is governed by its own terms.

2. Definitions

In addition to the terms defined in DEFS:

2.1 Inventory: the websites, apps, ad placements, push subscriber audiences, traffic streams and bid requests you make available to us, including those you obtain from Downstream Sources.

2.2 Downstream Source: any third party whose inventory or traffic you pass to us, such as a sub-publisher, network, supply-side platform or traffic seller, and that party's own sources.

2.3 Demand Source: an Advertiser, demand-side platform, network or other buyer whose demand we serve on your Inventory.

2.4 Earnings: the amount payable to you for valid Billable Events on your Inventory, calculated under clause 9.

2.5 Preliminary Earnings and Final Earnings: Earnings based on preliminary or final Statistics respectively (PAY 5).

2.6 Payout Period: a calendar month.

2.7 Investigation Hold: a temporary hold on Earnings attributable to specific Inventory, Billable Events and periods while a specific issue is reviewed under clause 13.

2.8 Supply Chain Data: ads.txt and app-ads.txt entries, sellers.json entries and the SupplyChain object in bid requests, as defined by the specifications of the IAB Tech Lab.

3. Account, individual agreements and order of precedence

3.1 You must give accurate information about your business, your authorised users and your Inventory, and keep it current. We may ask for business verification documents before activating Inventory or making a payout.

3.2 We may decline an application or a specific piece of Inventory.

3.3 If documents conflict, they apply in this order:

• (a) mandatory law;
• (b) an Order Form individually agreed with you, for the matters it covers;
• (c) the Data Protection Terms, for the processing of Personal Data;
• (d) these Publisher Terms, then PAY;
• (e) the Advertising & Traffic Policy and our technical specifications.

3.4 Terms you attach to purchase orders, insertion orders on your own paper, invoices or similar documents do not apply unless an Order Form says so.

3.5 If you work with us under an Order Form that does not incorporate these Publisher Terms, they apply to that relationship only to the extent you and we agree. We do not change an Order Form by publishing a new version of these Publisher Terms.

4. Inventory rights and Downstream Sources

4.1 You warrant that you own the Inventory or are authorised to make it available, and that you hold the rights and permissions needed for Ads to be shown on it and for the data you send us to be shared with us.

4.2 You must describe your Inventory accurately in the cabinet, in your bid requests and in your communications with us, in particular:

• (a) the domains, app bundle IDs and placements concerned;
• (b) the ad formats and traffic types, including whether traffic is redirected, incentivised, or comes from push subscriptions;
• (c) the countries the traffic comes from;
• (d) whether the Inventory is owned and operated by you or resold.

4.3 You may pass us inventory or traffic from a Downstream Source only if:

• (a) you have a written contract with it that imposes obligations at least as protective as clauses 4, 5, 6 and 16;
• (b) you identify that inventory as resold; and
• (c) you remain responsible for it as for your own Inventory.

4.4 On our reasoned request you must tell us without undue delay, for the Inventory concerned, which Downstream Sources it comes from (name or seller ID, domains or app bundles or, where these are not available, the source type) and how the traffic is acquired. If a confidentiality obligation prevents you from naming a source, you must give us the information in confidence; we use it only to verify the Inventory.

4.5 If we have a reasoned concern about the quality or policy compliance of traffic from a Downstream Source, we may ask you to stop sending it to us. We may stop buying it until the concern is resolved.

4.6 You must tell us before you add new domains, apps, Downstream Sources or traffic types to Inventory that is already active with us.

5. Supply-chain transparency

5.1 This clause applies only where the relevant standard is supported by the integration you use with us and is relevant to the Demand Sources served on your Inventory.

5.2 ads.txt and app-ads.txt. Where your Inventory consists of websites or apps you control and the integration relies on these files, you publish the entries we give you and keep them current.

5.3 sellers.json. Where we publish a sellers.json file for the Admeking brand, we list your seller ID with the seller type that matches the role you have told us (publisher, intermediary, or both). You must tell us if your role changes.

5.4 SupplyChain object. Where the integration uses OpenRTB and supports the SupplyChain object, you pass a complete and accurate object that includes your own node and every node before it, and you do not remove or alter nodes added by others.

5.5 Supply Chain Data you give us or publish must be accurate. Inaccurate Supply Chain Data is a breach of these Publisher Terms even where the underlying standard is voluntary.

6. Inventory and traffic rules

6.1 Your Inventory must not contain, promote or link to:

• (a) content that is illegal where it is published or targeted;
• (b) child sexual abuse material or any sexualisation of minors;
• (c) malware, phishing, credential theft or deceptive software;
• (d) content that infringes third-party intellectual property rights;
• (e) content that incites violence or hatred against people because of a protected characteristic.

6.2 Adult content and other content listed as restricted in the Advertising & Traffic Policy is permitted only where you declare it in the cabinet and we accept it for that Inventory.

6.3 You must not generate, send or tolerate:

• (a) traffic from bots, emulators, click farms or other non-human sources;
• (b) spoofed or misrepresented domains, apps, devices, users or locations;
• (c) hidden, stacked, zero-size or off-screen placements;
• (d) automatic refreshes, pop-ups or redirects beyond what you declared and we accepted;
• (e) fabricated, replayed or misattributed impressions, clicks or other events;
• (f) ad injection by software or browser extensions without the user's informed consent;
• (g) push subscriptions obtained by deceptive prompts, such as fake CAPTCHAs, fake system or security warnings, or instructions that hide what the user is subscribing to;
• (h) clicks on Ads by you, your staff or anyone acting for you, other than normal use.

6.4 Incentivised traffic and redirect traffic are permitted where you declare them and we accept them for the Inventory concerned. They are not Invalid Traffic merely because of their type.

6.5 Inventory directed primarily at children must be declared as such. We may refuse it.

6.6 You must show Ads as we deliver them. You must not modify, cache, frame, obscure or replace Ads or their Destinations, except as our technical specifications allow.

6.7 Clause 6 does not limit the supply rules in the Advertising & Traffic Policy, which also apply to your Inventory.

7. Ad quality: what we do

7.1 We apply the Advertising & Traffic Policy to Advertisers and Campaigns we accept, including its prohibited and restricted categories and its rules against cloaking.

7.2 Our review of a Campaign relates to the version reviewed. Unless agreed otherwise, it does not include an audit of all internal configurations of Advertiser-side tracking and routing systems. This does not limit what we must do once we have knowledge of a problem under clause 7.3.

7.3 When we become aware, through a report, our own monitoring, or a notice from you, an authority or a payment provider, that an Ad served on your Inventory is unlawful, malicious or clearly in breach of the Advertising & Traffic Policy, we act without undue delay: we stop serving it on the paths concerned, preserve evidence and review it. Stopping an Ad takes effect across our serving systems after a processing time; it is not instantaneous.

7.4 You can report an Ad at https://admeking.com/legal/report-abuse or by email to [email protected]. A useful report includes the placement, the time, the Ad or its URL, the Destination reached and, where possible, a screenshot. We tell you the outcome of a report about your Inventory where we can do so without breaching the law or disclosing detection methods.

7.5 Where the cabinet or the integration offers category, advertiser or domain blocking, we apply your settings to Ads served after you set them. Blocking relies on the categories declared by Advertisers and on our classification and may not catch every Ad.

7.6 We do not guarantee that every Ad complies with the law and the Advertising & Traffic Policy at all times. Our liability for our own breaches is governed by clause 20.

8. Integration

8.1 You implement our tags, scripts, feeds or endpoints in accordance with our technical specifications and do not alter them.

8.2 You keep your credentials and API keys secret and tell us without undue delay if they are compromised.

8.3 We may change our technical specifications. We give you reasonable notice of a change that requires work on your side, unless an immediate change is needed for security or to comply with the law.

8.4 We do not guarantee any fill rate, volume, rate or level of Earnings unless an Order Form says so.

9. Billable Events and Earnings

9.1 Earnings accrue only for valid Billable Events on your Inventory, as recorded in our Statistics, at the rate or revenue share shown in the cabinet or agreed in an Order Form for that Inventory and period.

9.2 Our Statistics are the basis for Earnings unless an Order Form names another source. Figures from your systems or from third parties are evidence in a discrepancy under PAY 6.

9.3 The cabinet shows Preliminary Earnings. They may change while we process data, filter Invalid Traffic and receive adjustments from Demand Sources. Earnings for a billing day become Final Earnings when the Statistics for that day become final under PAY 5, that is 5 days after the end of the billing day in UTC.

9.4 Final Earnings change only:

• (a) through an adjustment under clause 10, within the time limit in clause 14.2;
• (b) through the correction of a proven material error under PAY 6; or
• (c) by agreement.

9.5 Reconciliation. You may ask for a reconciliation of a Payout Period under PAY 6 within 14 days after its Earnings become final. You give us your figures and explain how and from which source they were obtained. We compare them with our Statistics and share the data needed to understand the difference at the level of detail we use for billing (for example placement, day, country and format). Neither party has to disclose detection methods or other customers' data.

9.6 A change of a rate or revenue share applies only to Billable Events after the change takes effect. A reduction of a revenue share or a rate agreed for a fixed term is a change under clause 23.

10. Invalid Traffic checks and adjustments

10.1 We and our Demand Sources check traffic for Invalid Traffic, using automated filters, manual review and third-party tools. We do not disclose detection methods or thresholds where disclosure would help someone avoid them.

10.2 Events we identify as Invalid Traffic before they are counted are not Billable Events and earn nothing.

10.3 We may adjust Earnings for Billable Events only where we have evidence that they were Invalid Traffic or resulted from a breach of clauses 4 to 6 by you or a Downstream Source. Evidence includes our logs and measurements, reports of Demand Sources with their underlying data, and reports of third-party verification tools. A deduction by a Demand Source or a third-party report is evidence we take into account. On its own it does not establish that your Inventory produced Invalid Traffic.

10.4 An adjustment covers only the affected Billable Events, identified by Inventory, source, placement or sub-ID and period. Where the affected events cannot be isolated exactly, we may use a reasonable estimate based on a method we explain to you, such as the share of Invalid Traffic measured in the affected segment applied to that segment. Adjustments beyond the affected Billable Events are governed by clause 14.4.

10.5 We notify each adjustment in text form. The notice states:

• (a) the Inventory and period affected;
• (b) the number of Billable Events and the amount;
• (c) the type of indicator found;
• (d) a summary of the evidence and, where a Demand Source made the deduction, the information it gave us, to the extent we are allowed to pass it on;
• (e) how to ask for a review.

10.6 Review. Within 14 days after receiving the notice you may ask for a review and submit your own evidence, such as server logs, analytics data, traffic acquisition records and contracts with Downstream Sources. Where reasonably possible, a person who did not take the original decision carries out the review. We give you a reasoned decision within 30 days after receiving your complete submission or tell you, with reasons, when you will receive it. If we find that an adjustment was not justified, we reverse it and pay the amount with the next payout.

10.7 The review does not limit your right to go to court.

10.8 If a Demand Source deducts or recovers amounts from us because of Invalid Traffic, we pass the deduction on to you only to the extent it relates to your Inventory and we have given you the notice in clause 10.5. If we later recover the deduction from the Demand Source, we restore the corresponding Earnings.

11. Payment

11.1 Earnings are settled per Payout Period. PAY Part C describes the payout statement and how payouts are executed.

11.2 Payment term. Unless an Order Form or another individual agreement in text form between you and us provides otherwise, we pay Final Earnings for a Payout Period within 60 days after the end of that Payout Period, if the threshold in clause 11.3 is reached and we hold valid payout details and the documents required under clause 11.7.

11.2a Faster payouts. We may offer automatic payouts or payouts on request at shorter intervals to active Publishers whose Earnings average at least USD 100 per day. The cabinet shows the schedule and conditions that apply to you. We may end a faster schedule offered under this clause for future Payout Periods by notice in text form; clause 11.2 then applies again. Ending it is not a longer payment term under clause 23.4(b). A payout schedule agreed in an Order Form or another individual agreement is not a faster schedule under this clause; it changes only as that agreement provides.

11.3 Threshold. The minimum payout is USD 50. Final Earnings below the threshold are carried forward to the next Payout Period. They are never forfeited and are paid on termination under clause 22.4, regardless of the threshold.

11.4 Currency. Earnings are calculated and paid in USD. PAY 25 covers conversion where you ask for payment in another currency or asset.

11.5 Payout methods. We pay Earnings by bank transfer or by another payment method agreed with you, including USDT. The methods available for your Account are shown in the cabinet.

11.6 Fees. We charge no payout fee. The fee of the payment network or bank for the transfer is borne by you. We deduct no other fee from Earnings. Charges levied by your own bank, payment provider or wallet are yours.

11.7 Invoices. Payment requires a valid invoice for the Payout Period, showing the legal details required by the tax law that applies to you, including your VAT identification number where you have one.

Where we do not issue a self-billed invoice for you, including after you object to one, you send us your invoice for the Final Earnings shown in the payout statement. A late invoice delays the payment term for the amount concerned by the time it was late; it does not reduce the amount.

11.8 Taxes. Earnings are net amounts. If you charge VAT, it is added on your invoice or the self-billed invoice where it is legally due. Where the reverse-charge mechanism applies, no VAT is added. You pay your own taxes on Earnings. If the law requires us to withhold tax from a payment to you, we withhold it, pay it to the authority and give you the evidence.

11.9 Undisputed amounts. We pay the undisputed part of Final Earnings when due, even if another part is under review, adjusted, or held under clause 13 or PAY 8.

11.10 Self-billing. You and we agree that we issue the invoice for your services as a self-billed invoice (credit note) on the basis of the Final Earnings in the payout statement.

• (a) You must give us your correct legal name, address, tax number or VAT identification number, and tell us whether you charge VAT.
• (b) You check each self-billed invoice and tell us of any error within 14 days. We correct it by a new document.
• (c) You may object to a self-billed invoice. It then ceases to have effect as an invoice, and you must issue your own invoice for the amount concerned.
• (d) You remain responsible for any VAT stated in a self-billed invoice and for paying it to the tax authority.
• (e) You may end self-billing for future Payout Periods by notice to us.

12. Credit model

12.1 The credit model decides who bears the risk that a Demand Source does not pay us. The model that applies to you is the one stated in this clause in the version you accepted, or in your Order Form. We do not change it for an existing partner without your express agreement (clause 23.4).

12.2 Guaranteed payment. We pay Final Earnings whether or not the Demand Source pays us. Non-payment, late payment or insolvency of a Demand Source is our risk. It is not a ground to reduce, delay or withhold your Earnings.

12.3 Clause 12.2 does not affect adjustments for Invalid Traffic or breaches on your Inventory under clauses 10 and 14, including where we learn of them from a Demand Source.

13. Investigation Holds and Reserves

13.1 Grounds. We may place an Investigation Hold or a Reserve only on the basis of a specific, documented indication of:

• (a) Invalid Traffic on your Inventory;
• (b) a breach of clauses 4 to 6;
• (c) a pending deduction by a Demand Source relating to your Inventory; or
• (d) a third-party claim or an authority request relating to your Inventory.

We do not use them as general security or for unrelated matters.

13.2 Investigation Hold. An Investigation Hold covers only the Earnings attributable to the affected Inventory, Billable Events and period. We pay all other Earnings when due (clause 11.9).

13.3 Reserve. Where an issue may lead to a claim that exceeds the Earnings under Investigation Hold, in particular the repayment of amounts already paid under clause 14, we may also hold a Reserve from later Earnings. The Reserve must not exceed our reasonable, documented estimate of the amount that may become repayable. We reduce it when the estimate falls.

13.4 Notice. When we start an Investigation Hold or Reserve we tell you in text form the ground, the amount and how we calculated it, the Inventory, Billable Events and period concerned, the date of the next review and how you can respond. If the law forbids this, or it would prejudice the investigation of a criminal offence, we tell you as soon as that reason no longer applies.

13.5 Duration and review. We complete our initial review within 30 days after the start. We may extend an Investigation Hold or Reserve only by telling you in text form why the review is still open and what is still needed. While it continues, we review it at least every 30 days and tell you the result.

13.6 Your cooperation. You give us the information we reasonably ask for. If you do not, we may keep the hold, but your silence is not in itself proof of a breach.

13.7 Release. We release any amount that is no longer needed, when the review ends or as soon as our estimate falls, with the next payout and regardless of the threshold.

13.8 Final retention. We may keep a held amount finally only under clause 14.3.

13.9 An Investigation Hold or Reserve is not a deduction, fee or penalty and does not forfeit any Earnings.

13.10 PAY 9 also applies. If it conflicts with this clause, this clause prevails for Publishers.

14. Clawback and set-off

14.1 Earnings for Billable Events that are confirmed under clause 10 as Invalid Traffic or as resulting from your breach of clauses 4 to 6 are not owed. If we have already paid them, you must repay them.

14.2 We may claim repayment under clause 14.1 only for Earnings of Payout Periods that ended within 90 days before our adjustment notice. This limit does not apply under clause 14.4 or where you concealed the facts.

14.3 We may recover an amount under clause 14.1 by deducting it from later Earnings, or keep a held amount finally, only if:

• (a) you did not ask for a review within the period in clause 10.6, and our adjustment notice pointed out this consequence;
• (b) the review under clause 10.6 confirmed the adjustment and we gave you the reasoned decision with the calculation;
• (c) you acknowledged the amount in text form;
• (d) you and we agreed it in a settlement; or
• (e) a court or arbitral tribunal decided it by a final or enforceable decision.

While a review is pending we may keep the amount under clause 13 instead. Where no later Earnings are available, you pay the amount within the time stated in our request, which is at least 14 days.

14.3a A deduction or retention under clause 14.3 is a set-off under PAY clause 10. It is not an acknowledgement by you, and it does not limit your right to challenge the adjustment in court (clause 10.7). If the adjustment is found not to have been justified, we pay the amount with the next payout.

14.4 Broader recalculation. We may recalculate Earnings beyond the affected Billable Events, for other Inventory, other Downstream Sources or periods outside the limit in clause 14.2, only where we have evidence of systemic falsification by you, or by a Downstream Source that you control or whose conduct you knew of and tolerated. Examples are fabricated events, spoofed inventory, and bot traffic that was generated or bought. We tell you the evidence on which we rely and the method of recalculation.

14.5 We do not reverse all transactions in an Account automatically, and we do not charge a penalty. Clawback is limited to amounts that are not owed.

14.6 You may set off claims against us only if they are undisputed, acknowledged by us, finally decided, or arise from the same reciprocal obligation as our claim.

15. Demand-side risk

15.1 Non-payment by a Demand Source is a credit matter governed by clause 12. It is not evidence of Invalid Traffic or of a breach by you, and we do not treat it as such.

15.2 Cloaking, malware and other breaches by an Advertiser or Demand Source are not attributed to you. We do not reduce or withhold your Earnings, or claim against you, because of them unless you:

• (a) committed or took part in the conduct;
• (b) controlled the Ad or the Destination concerned; or
• (c) knowingly supported the conduct, or failed to act on it contrary to your obligations, for example by ignoring our request to stop a placement or by modifying the Ad.

15.3 If a Demand Source withholds payment from us because of its own Advertiser's misconduct, that is non-payment under clause 15.1.

16. Data protection and consent

16.1 Each party complies with data protection law for its own processing. The Data Protection Terms set out the roles of the parties for each processing operation.

16.2 On your Inventory you are responsible for:

• (a) giving users the privacy information required by law;
• (b) obtaining any consent required for storing or accessing information on users' devices and for personalised advertising, before Ads that rely on it are requested;
• (c) passing consent signals to us accurately, where the integration supports them.

16.3 You must not send us special categories of personal data, or direct identifiers such as names, email addresses or phone numbers, in bid requests, URLs or parameters.

16.4 For push subscriber audiences, you keep evidence of how each subscription was obtained and give it to us on request. A browser permission to receive notifications is not, by itself, consent to profiling.

16.5 Each party tells the other without undue delay of a personal data breach or a data subject or authority request that concerns the other party's processing under these Publisher Terms.

17. Confidentiality

17.1 Each party keeps confidential the non-public information it receives from the other in connection with the Services, including rates, revenue shares, Statistics, Downstream Source lists, Demand Source references and detection information. It uses such information only for the relationship under these Publisher Terms.

17.2 This does not apply to information that is or becomes public without breach, that the recipient already had or develops independently, or that it must disclose by law or by order of a court or authority. In the last case the recipient informs the other party first where the law allows.

17.3 A party may share confidential information with its advisers, auditors, financing partners and service providers who are bound by confidentiality, to the extent they need it.

17.4 These obligations continue after termination for as long as the information remains confidential.

18. Warranties

18.1 Each party warrants that it may enter into these Publisher Terms and that the person accepting them for it is authorised to do so.

18.2 You give the warranties in clauses 4 to 6 and 16 for the whole time your Inventory is active with us.

18.3 We provide the Services with the care of a diligent business and pay you as set out in these Publisher Terms. We do not warrant any volume, fill rate, rate or level of Earnings unless an Order Form says so.

19. Indemnities

19.1 Your indemnity. You indemnify us against third-party claims, and the reasonable costs of defending them, to the extent the claim arises from:

• (a) your Inventory or its content;
• (b) a Downstream Source;
• (c) your breach of clauses 4 to 6 or 16; or
• (d) Invalid Traffic that you or a Downstream Source generated, or knowingly sourced.

19.2 Our indemnity. We indemnify you against third-party claims, and the reasonable costs of defending them, to the extent the claim arises from an Ad as we delivered it to your Inventory, or from our breach of clause 16. This does not apply to the extent the claim is caused by your modification of the Ad, by your breach, or by your continuing to show an Ad after we asked you to remove it.

19.3 Proportionate allocation. Where both parties contributed to the loss, each bears it in proportion to its contribution.

19.4 Procedure. The party seeking indemnity must:

• (a) notify the other party of the claim without undue delay;
• (b) allow it to take over the defence with suitably qualified counsel, or, where it does not take over, consult it on the defence;
• (c) cooperate reasonably and provide the information it holds; and
• (d) not settle or acknowledge the claim without the other party's consent, which must not be unreasonably withheld or delayed.

The party seeking indemnity may take urgent steps needed to protect its position before consultation. Defence costs are advanced as reasonably incurred and are reallocated when the share of responsibility under clause 19.3 is established.

19.5 Fines and penalties are covered only to the extent the law allows them to be indemnified. No party recovers the same loss twice, including where it also has a claim against an Advertiser under the Advertiser Terms.

19.6 The indemnities are subject to clause 20, except that the limits in clause 20.3 do not apply where the indemnifying party acted intentionally.

20. Liability

20.1 Each party is liable without limitation:

• (a) for intent and gross negligence;
• (b) for injury to life, body or health;
• (c) under the German Product Liability Act or any other law that does not allow liability to be limited;
• (d) under a guarantee it has expressly given.

20.2 For slight negligence, each party is liable only for breach of an essential contractual obligation, that is, an obligation whose performance makes the proper performance of these Publisher Terms possible and on which the other party regularly relies. Its liability is then limited to the damage typical for the contract and foreseeable when the contract was concluded.

20.3 In the cases of clause 20.2, each party's total liability is also limited to the total amounts paid under these Terms in the 12 months before the event giving rise to the claim.

20.4 The limits in clauses 20.2 and 20.3 do not apply to:

• (a) payment obligations, including our obligation to pay Earnings and your obligation to repay amounts that are not owed under clause 14;
• (b) intentional concealment, and the intentional fabrication of traffic or events;
• (c) any liability that cannot be limited by law.

20.5 This clause also applies to the personal liability of each party's staff and agents.

21. Suspension

21.1 We may suspend serving to specific Inventory where we have a specific indication of Invalid Traffic, a breach of clauses 4 to 6, a security risk or a legal risk. We suspend the affected Inventory first. We suspend the whole Account only where we have evidence of a systemic issue or the issue cannot be isolated.

21.2 We tell you the reason, unless the law forbids it or it would prejudice the investigation of a criminal offence. We lift the suspension when the reason no longer applies.

21.3 A suspension does not affect Earnings already accrued, except through clauses 10, 13 and 14.

22. Term, termination and inactivity

22.1 These Publisher Terms apply for an indefinite period. You may terminate at any time by notice in text form or by closing your Account. We may terminate with 30 days' notice in text form.

22.2 Either party may terminate with immediate effect for good cause. Good cause for us includes systemic Invalid Traffic, serious or repeated breaches of clauses 4 to 6 after notice, and sanctions restrictions that prevent us from dealing with you.

22.3 Inactivity. If your Account records no Billable Events for twelve consecutive months, we may notify you that we will close it. If you do not reactivate it within the period stated in the notice, which is at least 30 days, we close the Account and pay out your remaining Final Earnings under clause 22.4.

22.4 Final settlement. After termination or closure:

• (a) Earnings for Billable Events up to the end of the relationship become final under PAY 5 and are paid within the payment term in clause 11.2, regardless of the threshold;
• (b) only the amounts affected by an Investigation Hold or Reserve may be kept back, under clause 13;
• (c) if the balance is lower than the cost of the cheapest available payout method, we tell you and pay it when you ask;
• (d) nothing is forfeited. Your claim remains until it becomes time-barred under the applicable law.

22.5 Clauses 9 to 17, 19, 20, 22.4 and 25 survive termination.

22.6 Termination does not delete ledger entries or evidence. We keep them for as long as the law requires or allows.

23. Changes to these Publisher Terms

23.1 Each version of these Publisher Terms has a version number and is published in the Legal Hub. Past versions remain available there.

23.2 We may make changes that do not adversely affect you, such as clarifications, new optional features or changes required by law, with effect from publication and notice in the cabinet or by email.

23.3 We notify other changes in text form at least 30 days before they take effect. They apply only to Billable Events after that date. Before that date you may reject the change by notice or terminate under clause 22.1. Continued use of the Services is not in itself acceptance of a change that requires acceptance under clause 23.4.

23.4 The following changes apply to you only if you accept them expressly:

• (a) a change of the credit model;
• (b) a longer payment term or a higher threshold;
• (c) a new fee or a higher fee;
• (d) a change of the governing law or forum;
• (e) narrower liability or indemnity on our side;
• (f) new grounds for holds, Reserves or clawback.

If you do not accept, the previous version continues to apply to you until either party terminates under clause 22.1.

23.5 Earnings that are final, and Billable Events that occurred, before a new version takes effect remain governed by the version in force when they occurred. A new version never reduces, reclassifies or withholds them.

23.6 If you do not accept a new version, we may, after notice and with effect for the future only, stop accepting new Inventory from you or terminate under clause 22.1. We continue to pay undisputed Earnings when due and do not withhold them because you did not accept a new version.

23.7 An Order Form can be changed only by agreement.

23.8 Emergency changes. Where a change to the Advertising & Traffic Policy or to technical or operational rules is urgently needed to stop fraud, malware, Invalid Traffic or other abuse, or to meet a new requirement of a Demand Source or payment provider without which we cannot continue to accept your traffic, it may take effect 24 hours after we notify it in the cabinet or by email, instead of the period in clause 23.3. An emergency change is limited to what the emergency requires and never makes a change listed in clause 23.4. We tell you the reason. You may stop sending traffic or terminate under clause 22.1.

24. Notices and form

24.1 Notices under these Publisher Terms may be given in text form, by email or through the cabinet. Our notices go to the email address in your Account. Your notices go to [email protected] or, for payment matters, [email protected].

24.2 Written form in the sense of a handwritten signature is required only where the law requires it.

25. Governing law and forum

25.1 These Publisher Terms are governed by the law of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods does not apply.

25.2 If you are a merchant, a legal entity under public law or a special fund under public law, or have no general place of jurisdiction in Germany, the courts at Augsburg, Germany have exclusive jurisdiction. We may also sue you at your general place of jurisdiction.

25.3 Mandatory rules of the law of the country where you have your habitual residence or seat remain unaffected where they apply by law.

26. General

26.1 The parties are independent contractors. Nothing in these Publisher Terms creates a partnership, joint venture, agency or employment relationship, or any exclusivity.

26.2 Neither party may transfer these Publisher Terms to another company without the other party's consent, except where the law allows it. A change of our contracting entity is carried out by a separate transfer or novation process. Claims that arose before the change remain with the party that was the debtor or creditor when they arose, unless that process provides otherwise.

26.3 If a provision is invalid, the rest remains valid.

26.4 These Publisher Terms are drafted in English. If you concluded your contract with us in another language, that language governs the contract.

26.5 These Publisher Terms, together with the documents they incorporate and any Order Form, are the entire agreement on their subject matter. They do not exclude liability for fraudulent misrepresentation.