Publisher Agreement Overview:

Astrafuse ("Astrafuse") and Publisher ("Publisher") hereby enter into a Publisher Agreement ("Agreement") governing the terms for Publisher's participation in the Astrafuse Lead Generation ("Astrafuse ").

Key Definitions:

  1. Ad or Creative: Graphic or text files for marketing on behalf of Astrafuse and/or its Advertisers.

  2. Click: Activation of a hyperlink measured by Astrafuse.

  3. Impressions: Times an Ad is served to a unique visitor.

  4. IP: Ads, Astrafuse Code, or other intellectual property provided by Astrafuse.

  5. Publisher Media: Website(s), search engine(s), or other media for Ad placement.

  6. Unit: User's completion of an action requested by Astrafuse and/or the Advertiser.

  7. User: Any person accessing Publisher's Media.

  8. Astrafuse Code: Pixels, intellectual property, or computer code provided by Astrafuse.

I. Astrafuse :

  1. Astrafuse reserves the right to refuse service and reject any Publisher or website.

  2. Publisher s must adhere to specified terms, failure of which results in termination.

II. Non-Solicitation of Members:

  1. Publisher shall not solicit Astrafuse members for six months post-Agreement.

  2. Violations incur additional commission payable to Astrafuse.

III. Sharing of Member Information:

  1. Astrafuse may provide Publisher information to Advertisers, law enforcement, or third parties as needed.

IV. Services:

  1. Astrafuse acknowledges occasional service interruptions, not liable for third-party website functionality.

V. Prohibited Conduct:

  1. Astrafuse does not accept traffic generated through Prohibited Conduct.

  2. Prohibited Conduct includes violations related to Ad Placement & Tracking, Websites, Search, and Email.

VI. Ad Requirements:

  1. Publisher to comply with industry standards in Ad placement.

    1. No modifications to Ads, Astrafuse Code, or IP without Astrafuse' written consent.

VII. Requirements:

  1. Publisher is solely responsible for placing Ads on Publisher Media, adhering to this Agreement.

Full delivery of valid data, as specified by Astrafuse, is Publisher's responsibility.

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VIII. Flight Dates and Unit Caps:

  1. Publisher must not place Ads beyond specified Flight Dates or Unit caps.

  2. Astrafuse reserves the right to pay for Units delivered within proper constraints.

IX. Payment:

  1. Astrafuse has no further obligation upon payment.

  2. Astrafuse and Advertisers retain the right to market persons and data from Units without additional obligations.

XI. Compensation:

  1. Astrafuse will not compensate for rejected Units, including duplicates, invalid, incomplete, or fraudulent data.

  2. If payment is received for such Units, Astrafuse may seek credit or reimbursement.

XII. Clicks:

  1. Publisher shall not generate automated Clicks, Impressions, leads, or acquisitions through deceptive methods or Prohibited Conduct.

XIII. Click Throughs:

  1. All Click-Throughs must go through Astrafuse' unique gateway and be recorded by Astrafuse' server.

XIV. Right to Audit:

  1. Publisher agrees to maintain accurate records.

  2. Astrafuse has the right to audit Publisher's records once every six months.

XV. License:

  1. Astrafuse grants Publisher a limited license to use IP for fulfilling obligations under this Agreement.

  2. Publisher acknowledges Astrafuse' ownership of IP and related intellectual rights.

XVI. Intellectual Property:

  1. Each party retains ownership of its Intellectual Property.

  2. Use, distribution, or reproduction of the other party's Intellectual Property requires written consent.

XVII. Data Ownership:

  1. Data, including personally identifiable information, is the exclusive property of Advertiser and/or Astrafuse.

  2. Astrafuse and/or its Advertisers have the right to market and re-market Users and/or data without further obligation to Publisher.

XVIII. Representations and Warranties:

  1. Publisher is responsible for Ad dissemination methods.

  2. Publisher warrants compliance with laws, regulations, privacy policies, and IAB standards.

  3. Astrafuse makes no specific or implied promises on campaign outcomes.

XIX. Payment:

  1. Astrafuse sets campaign rates and pays as specified in program terms.

  2. Unpaid earnings rollover; unpaid accounts after six months face immediate payoff and dismissal.

  3. Publisher must provide accurate tax documents; failure incurs administrative fees.

XX. Breach or Fraud:

  1. Astrafuse monitors for fraud; suspected fraud leads to immediate account deactivation and forfeit of commissions.

  2. Astrafuse may demand return of unearned commissions.

XXI. Compensation and Payment Terms:

  1. Verified commissions paid approximately fifteen days after the last day of a calendar month.

  2. Commissions payable only after earned and received from Astrafuse Customer.

XXII. Calculation:

  1. Astrafuse calculates earnings at its discretion; disagreements resolved within seven days.

XXIII. Indemnity:

  1. Publisher indemnifies Astrafuse Parties against legal liability arising from Publisher's website, linked material, or campaign-related complaints.

XXIV. Limitations of Lability & Warranties:

  1. All services provided by Astrafuse are "as is" and "as available."

  2. Astrafuse disclaims warranties and is not responsible for delays beyond its control.

XXV. Limitation of Liability:

  1. Astrafuse is not liable for indirect, incidental, consequential, special, or exemplary damages.

  2. Astrafuse' total liability does not exceed the amount paid for the specific advertising campaign or $10,000, whichever is less.

  3. No legal action against Astrafuse shall be brought more than one year after the claim arises.

XXVI. Consideration:

  1. Publisher acknowledges pricing reliance on limitations of liability, disclaimers, and damages.

  2. These considerations are fundamental to the agreement, surviving even if deemed to fail.

XXVII. Term & Termination:

  1. Agreement applies as long as Publisher distributes Ads for Astrafuse.

  2. Astrafuse may terminate with or without cause.

XXVIII. Post-termination:

  1. Upon termination, Publisher must immediately remove IP from its website(s).

  2. Publisher will be paid accrued earnings in the next scheduled payment cycle.

XXIX. Confidentiality:

  1. Publisher agrees to use Confidential Information only for the Agreement's purpose.

  2. Confidential Information must be protected, not commingled, and strictly controlled.

  3. Upon termination or Astrafuse' request, Publisher shall destroy or return Confidential Information.

  4. Breach may result in injunctive relief and Astrafuse' reasonable attorneys' fees.

  5. Publisher will not circumvent Astrafuse for their third party advertisers.

XXX. Non-Disparagement:

  1. Publisher refrains from disparagement, interference, or harm to Astrafuse, its contracts, and relationships.

  2. Breach may lead to injunctive relief and Astrafuse' reasonable attorneys' fees.

XXXI. Choice of Law, Jurisdiction & Venue:

  1. The Agreement is governed by Kansas law.

  2. The exclusive forum for actions related to the Agreement is in King County, Kirkland, WA.

  3. Parties consent to venue and jurisdiction, agreeing to service by overnight or U.S. mail.

XXXII. Entire Agreement

  1. This Agreement is the entire understanding between the parties.

  2. Astrafuse may change the Agreement, and Publisher's continued use implies acceptance.

XXXIII. Modification:

  1. Changes require a written instrument signed by both parties.

XXXIV. Notice:

  1. Notices must be sent to Astrafuse' address or Publisher's account email/physical address.

XXXV. Assignment:

  1. No assignment by Publisher without Astrafuse' written consent.

  2. Astrafuse and its assignees may assign this Agreement.

XXXVI. Independent Contractor:

  1. Each party is an independent contractor; no joint venture or partnership is implied.

XXXVII. Force Majeure:

  1. Neither party is liable for failures or delays beyond reasonable control.

XXXVIII Survival & Severability:

  1. Obligations surviving termination remain in effect.

  2. Provisions conflicting with the law will be restated; the remainder remains valid.

XXXIX. Remedies & Waiver:

  1. Rights and remedies under this Agreement are cumulative.

  2. Failure to enforce a provision doesn't waive the right to enforce it later.