Terms of Service

These Terms of Service (the "Terms") are an agreement between you and M0 Media LLC, an Ohio limited liability company ("EmailNewsletter.ad," "we," "us," or "our"). They govern your use, as a newsletter publisher or an advertiser, of the EmailNewsletter.ad marketplace, the website at emailnewsletter.ad, the application at app.emailnewsletter.ad, our tracking links and hosted pages, and related services (together, the "Services"). EmailNewsletter.ad connects email newsletter publishers with advertisers.

How you accept. You accept these Terms when you check the box agreeing to them when you create an account. If your account was created without your checking that box, including an account that existed when these Terms were first published, we will notify you of these Terms by email, and they take effect for your account 15 days after that notice. You accept them by continuing to use your account after then, or you may instead close your account under Section 12 before then. For such an account, Section 18 takes effect no sooner than 30 days after that notice and does not apply to any claim that arose, or any dispute described in a notice under Section 18, before it took effect. If you use the Services for a company or other organization, you confirm that you are authorized to accept these Terms for it, and "you" means that organization.

Who these Terms do not cover. They do not apply to newsletter readers who click an advertising link in a newsletter or view an offer page we host for a newsletter, such as a Money Wall page. If you use our website, or the sign-in and sign-up pages of our application, without an account, only Sections 7, 10, and 13 apply to that use, together with the governing-law sentence of Section 18 and the severability sentence of Section 19. Our Privacy Policy explains how we handle information about readers and visitors.

Contents

1. The Services
2. Eligibility and accounts
3. How clicks are counted
4. Terms for publishers
5. Terms for advertisers
6. Content standards
7. Acceptable use
8. Confidentiality
9. Privacy and data
10. Intellectual property
11. Third-party services
12. Suspension and termination
13. Disclaimers
14. Limitation of liability
15. Indemnification
16. Changes to these Terms
17. Order of precedence
18. Disputes and arbitration
19. General terms
20. Contact us

1. The Services

Publishers use the Services to find advertising offers and run them in their newsletters, using the creative and tracking links we provide, and, if they choose, on offer pages we host for them, such as the Money Wall shown to readers after they unsubscribe. Advertisers use the Services to submit offers, fund a prepaid balance, and pay for the resulting traffic. We operate the marketplace, the tracking links, traffic verification, billing, and payouts.

We do not guarantee any level of clicks, conversions, revenue, placements, or newsletter availability. Earnings per click and other historical figures shown in the Services describe past results and do not predict future ones. Newsletter details such as subscriber counts, open rates, and audience descriptions are provided by publishers and are not independently verified by us.

We may change, add, or remove features of the Services. Features we label as beta or preview may change or be withdrawn at any time.

2. Eligibility and accounts

You must be at least 18 years old, able to form a binding contract, and using the Services for business purposes, including as a sole proprietor. You must not be located in a country subject to comprehensive U.S. sanctions or be on a U.S. government restricted-party list. Applications from publishers and advertisers are reviewed, and we may approve or decline any application, newsletter, or offer at our discretion.

You agree to:

• give accurate, current, and complete information when you apply and keep it up to date, including self-reported figures such as subscriber counts;
• keep your login credentials confidential and not share your account with anyone outside your organization;
• tell us promptly at hello@emailnewsletter.ad if you believe your account has been accessed without permission.

Our team may access your account, including by signing in to it through our support tools, to provide support, review applications, investigate problems, and enforce these Terms. While signed in, our team may make changes in your account when you ask us to, or where needed to fix a problem or enforce these Terms.

You are responsible for everything done through your account, except changes our team makes without your request. That includes actions taken by any application or AI assistant you connect to your account (for example through our MCP connection), such as booking or cancelling send dates.

3. How clicks are counted

Verified Clicks. Advertiser charges and publisher earnings are based on our records of clicks and conversions, and only Verified Clicks count toward billing and click-based earnings. A "Verified Click" is a click on one of our tracking links that passes our automated click-verification systems. Those systems are designed to exclude invalid traffic, for example automated and bot traffic, traffic from data centers, and repeated clicks. They also verify any click to which a conversion is attributed, including a conversion an advertiser reports to us by server postback as described in Section 5.2, even when the click would otherwise have been excluded. We make these determinations in good faith, and they are final for billing and payment purposes.

Send windows. Clicks from a newsletter's emails count only within a limited period that starts with the first click on an offer from that newsletter's emails after a quiet stretch of at least that length with no such clicks. The period is not tied to when you send: a click made before a send, such as a test click, can start it early, and if an offer is sent again while clicks from an earlier send are still arriving, the new send's clicks fall within the earlier period. Clicks after that period ends may not be billed or paid unless we treat them as a separate send. Clicks from offer pages we host for a newsletter, such as its Money Wall, are not tied to a send and count whenever they are verified.

Reviews and updates. Our automated systems apply in the same way to all accounts. We may also review individual sends and, in our reasonable judgment, treat clicks as a separate send, remove Verified Clicks from a send, or reverse such a removal; the results are reflected in billing, earnings, and reporting as applicable. We may update our verification and billing rules to keep them accurate and to address invalid traffic. An update applies only to clicks that occur after it takes effect, other than a correction of an error in how we applied the rules. An update that is not needed to address invalid traffic, fraud, or security, and that materially reduces publisher earnings or increases advertiser charges, follows the notice in Section 16.

4. Terms for publishers

This Section applies to you if you use the Services as a newsletter publisher.

4.1 Newsletters and approval

Each newsletter you add is reviewed before it can run offers. Until a newsletter is approved, and while it is suspended, its tracking links do not work and it cannot earn.

4.2 Running offers

• Use our links and approved creative. Place offers only with the tracking links we provide for your newsletter, and only in your approved newsletter (and your Money Wall, if you have enabled it) unless we approve another placement in writing. Use the creative, copy, and disclaimers provided for the offer. You may format them for your newsletter and choose among the options provided, but you may not change the advertiser's claims, pricing, promotions, or required disclaimers, or add your own claims about the advertiser.
• Booked send dates. If you book a send date, run the offer on that date or cancel within the cancellation window shown in your dashboard. If an offer you booked is paused or removed, you do not have to run it while it is not running, and you may cancel the booking until the end of your send date, unless your newsletter already sent it Verified Clicks that day. If the offer is still not running when we review the booking after its send date, we cancel the booking rather than treat it as a missed send. We may limit how often an offer can run in the same newsletter, and advertisers may cap how much of their offer a newsletter can book. These limits can restrict which dates you can book.
• Paused offers. Advertisers and we may pause or remove an offer at any time. When an offer is paused, its tracking links stop working, including links in emails you have already sent.
• Send confirmation. We may ask you to subscribe an address we provide to your newsletter so we can confirm sends and the creative used. If you do, keep it subscribed and send it the same email your other subscribers receive.
• Offer terms. Offer-specific terms shown in your dashboard, such as restrictions and category limits, are part of these Terms for that offer. Rates are covered by Section 4.5.

4.3 Your email and legal responsibilities

You are the sender of your newsletter and are responsible for it. In particular, you will:

• send only to people who have agreed to receive your newsletter, and comply with all laws that apply to your email, including the CAN-SPAM Act and, where they apply, anti-spam and privacy laws of other countries;
• honor unsubscribe requests through your own email platform. If you use our Money Wall (an offers page shown after someone unsubscribes), you must still process every unsubscribe yourself. The Money Wall does not unsubscribe anyone from your list;
• clearly identify advertising as advertising (for example, "Sponsored" or "Ad") and follow the FTC's rules on endorsements and advertising disclosures;
• tell your readers in your own privacy notice that your newsletter contains advertising links operated by us and our partners that record information about clicks, and that we and advertising platforms such as Meta and Google may use cookies and similar technologies and receive information about those clicks for advertising and measurement, as described in Section 9;
• not put subscribers' email addresses or other personal information into tracking-link parameters (such as sub IDs). Those values are stored by us, passed to advertisers' landing pages, and, because they are part of the link's address, also received by Meta and Google through the tags described in Section 9.

4.4 Traffic quality

Earnings must come from real readers who choose to click. You will not, and will not let anyone else:

• click your own tracking links, or ask friends, staff, or others to click them, other than to test a link;
• offer readers money, rewards, or other incentives to click or convert;
• generate clicks with bots, scripts, click farms, purchased traffic, or any automated means;
• hide links, trigger clicks automatically, redirect people without their action, or place links where people are likely to click by mistake;
• send tracking links to people who have not subscribed to your newsletter, or post them outside your approved placements.

We do not pay for traffic that breaks these rules or that we reasonably identify as invalid. We may also suspend the newsletter or your account.

4.5 Earnings and adjustments

Unless an offer says otherwise, you earn a share of the amount billed to the advertiser for Verified Clicks from your newsletter. Some offers pay per conversion or at a fixed rate instead. We set your revenue share and any offer-specific rate, and the current rates are shown in your dashboard. We may change them. We will tell you before we reduce a rate, and a reduction applies from the start of the next calendar month, not to earlier activity.

You do not earn on clicks or conversions that are not verified, that fall outside the rules in Section 3, that we identify as invalid, or that are reversed. We may correct errors in earnings. If you were paid or credited for activity that later proves to be invalid, or for an amount calculated in error, that amount is a debt you owe us. We may deduct it from your future earnings or from any other amount we owe you. If it is not recovered that way within 60 days, for example because your account has closed, you will repay the rest within 30 days after we ask.

4.6 Payouts

• Schedule. Payouts follow a monthly schedule. After each calendar month ends (Eastern Time), we calculate earnings for it and pay approved balances after review.
• Payment methods. We pay through the payment methods available in your account, such as payouts through our payment provider, Stripe. If we agree with you in writing (email is enough) on another way to be paid, such as invoicing, that arrangement controls how and when you are paid. Payouts are made in U.S. dollars.
• Payouts through Stripe. To be paid through Stripe you must complete Stripe's onboarding, including identity and bank verification, and accept Stripe's Connected Account Agreement. We cannot send a payout until Stripe enables your account. We do not deduct Stripe's fees from payouts we send through Stripe, though your bank may charge its own fees.
• Minimum payout. Payouts through Stripe are made once your unpaid balance reaches the minimum shown in your account (currently $100). Smaller balances carry forward to later months. When your account closes, we pay any remaining balance even if it is below the minimum.
• Questions. If you believe a payout is wrong, tell us in writing within 90 days after it is paid or shown in your dashboard. If you do not, that payout is final as to you, except for errors you could not reasonably have detected. This does not limit our rights under Sections 4.4 and 4.5.

4.7 Taxes

You are responsible for all taxes on your earnings. You agree to give us, or our payment provider, the tax information we request, such as a Form W-9 or W-8. We may withhold amounts where the law requires it and may report payments to tax authorities.

5. Terms for advertisers

This Section applies to you if you use the Services as an advertiser.

5.1 Your Insertion Order

If you have signed an Insertion Order with us (an "IO"), the IO governs your advertising purchases and controls over these Terms if the two conflict. This Section applies to all advertisers where it does not conflict with a signed IO, and for an advertiser who has not signed an IO it is the complete set of purchase terms.

5.2 Offers, creative, and landing pages

• Placements. Approved offers may appear in newsletters and on offer pages we host for newsletters, such as the Money Wall shown to readers after they unsubscribe.
• Review. Offers are reviewed before they run. We may approve, decline, pause, or remove any offer, creative, or landing page at any time.
• Your content. You are responsible for your offers, creative, claims, landing pages, and products. They must be truthful, substantiated, and lawful, including under the FTC Act and applicable state and federal advertising, consumer-protection, and privacy laws, and must comply with Section 6.
• Changes after approval. Changes you make to a live offer, such as new creative or a new landing page, must meet the same standards. They may take effect without further review, and you are responsible for them. We may review and remove them at any time.
• Landing pages. Your landing pages must work, be safe to visit, and match the offer. We add tracking parameters, including a click identifier, to the URLs of your landing pages, and you agree not to strip or misuse them.
• Tracking and conversion data. If you send us conversion data (for example through server postbacks or our landing-page tag), it must be accurate and reflect real customer actions, and you must have the rights and give the notices needed to share it with us for the uses described in Section 9. A conversion you report to us by server postback (a postback sent without an event name, or with an event name we treat as a purchase, such as purchase, sale, or conversion) can make the related click a Verified Click (Section 3), whatever customer action it records. Postbacks with other event names (for example a sign-up, lead, or page view), and anything sent through our landing-page tag, do not.
• License. You grant us, and the publishers of newsletters that run your offers, a non-exclusive, royalty-free license to reproduce and display your creative, names, and trademarks to run your offers.

5.3 Pricing and billing

• Price. Each Verified Click is charged at your bid for the offer, as shown in the Services. We may agree with you in writing (email is enough) on a different bid for clicks from a particular newsletter. That amount is your bid for clicks from that newsletter, including for purposes of your IO; it is shown in your dashboard, applies to clicks made after it takes effect, and does not change when you change your offer's general bid. You may change or end it at any time by telling us in writing. Each click is charged at the bid in effect when we bill it, which is usually within minutes of its verification, so a change to your offer's bid, or to the amount of a per-newsletter bid already in effect, also applies to clicks that happened before the change but are billed after it. Clicks already billed are never re-priced.
• Conversions. Conversions are not billed separately. When a conversion is attributed to a click, that click becomes a Verified Click and is billed as described above, if it falls within the rules in Section 3. This can happen after the click.
• When charges accrue. A charge is recorded when we bill a Verified Click, which is usually shortly after the click, or, for clicks we treat as a separate send under Section 3, when we do so. Clicks on emails that were already sent may still be verified and billed after you pause an offer or change a price.
• Per-newsletter caps and frequency limits. Per-newsletter caps you set, and the limits we set on how often an offer can run in a newsletter, apply only when a newsletter books a send date. They can prevent new bookings, but they are not spending limits: Verified Clicks are billed whether or not a send was booked, including clicks from re-sends, from Money Wall placements, and from emails sent before a cap was reached or changed.
• Billing corrections. If we determine that you were billed for invalid clicks, or billed in error, we will credit the amount back to your balance. Withholding a newsletter's earnings for its own breach of these Terms does not by itself make its clicks invalid for you.
• Taxes. Prices do not include taxes. You are responsible for any taxes on your purchases other than taxes on our income.

5.4 Prepaid balance and payments

• Prepaid balance. Advertising is paid for from a prepaid balance. You add funds using the payment methods we offer, such as a bank transfer against an invoice or an ACH debit you authorize. Invoices are due on the terms stated on them. Minimum deposit amounts are shown in the Services.
• Automatic top-up invoices. Where we offer automatic top-ups and you turn them on, we will try to email you an invoice for the amount you set when your available balance (your balance minus amounts set aside for bookings) falls below your threshold. We send these invoices only while the feature is active for your account, not more often than the interval shown in your dashboard, and not while an earlier invoice is still unpaid. We never charge a payment method for a top-up; you pay each invoice yourself, on its terms. Automatic top-ups are a convenience: you remain responsible for keeping your balance funded, and an invoice we do not send does not reduce any amount you owe. We may turn automatic top-ups off, for example if invoices go unpaid.
• If your balance runs out. Your live offers may keep receiving clicks, and being billed for them, after your balance reaches zero, for example from emails that were already sent. Any negative balance is owed to us and is deducted from your next deposit, and we may invoice it. Until you add funds, we may pause your offers or decline new bookings.
• Returned or disputed payments. If a payment that funded your balance is returned, reversed, refunded, or disputed, we will reverse the related credit. Any resulting negative balance is due immediately, and we may pause your offers. You are responsible for return and dispute fees we are charged.
• Bookings. When a newsletter books a send date for your offer, we may set aside part of your balance for it, which reduces what is available for new bookings.

5.5 Refunds

Amounts billed for Verified Clicks are not refundable, except as credited back under Section 5.3. When your account is closed, whether you close it or we terminate it, we will refund your unused balance on request, less any amounts you owe us. Your unused balance includes amounts you deposited and credits for invalid clicks or billing errors, but not promotional or goodwill credits we gave you at no charge, which have no cash value and are not refundable. Charges are applied to promotional credits before the rest of your balance.

We may wait until clicks from emails already sent have been billed before issuing a refund. If we terminate your account for a breach of these Terms, we may delay refunding an amount reasonably needed to cover what you owe or may come to owe us because of that breach, including charges, payment reversals, and your obligations under Section 15, until those amounts are determined; we will then deduct what you owe and refund the rest. To request a refund, email hello@emailnewsletter.ad.

5.6 Reporting and newsletter confidentiality

We report your results by newsletter using an identifier rather than the newsletter's name. The identities of the newsletters that run your offers are our confidential information. While you have an account, and for 12 months after your last billed click, you will not try to identify, contact, or deal directly with a newsletter you learned about through the Services in order to buy advertising outside the Services.

6. Content standards

Not allowed. Offers, creative, and landing pages may not promote or contain:

• illegal products, services, or activities, or content that violates anyone's intellectual property, privacy, or publicity rights;
• false, misleading, or unsubstantiated claims, including fake news formats, fake endorsements, and undisclosed negative-option or subscription terms;
• malware, phishing, or deceptive redirects, or pages that collect personal or financial information without clear disclosure;
• hate, harassment, or violent or graphic content;
• content directed at children under 13.

Restricted. Offers in sensitive categories (adult content, gambling, sexual health, cryptocurrency and other financial products, and political or issue advertising) must comply with applicable law, including any licensing, age, and geographic requirements, and may run only if we approve them. Newsletters can choose not to run offers in categories they do not want, and we may limit where sensitive-category offers appear. We rely on the category assigned to each offer and do not guarantee where an offer appears or that every offer is categorized correctly.

We may decide whether content meets these standards.

7. Acceptable use

You will not:

• use the Services in violation of any law or these Terms;
• interfere with, disrupt, or attempt to gain unauthorized access to the Services, other accounts, or our systems, or probe or test their security without our written permission;
• scrape, crawl, or copy the Services or their data, except through features and interfaces we provide for that purpose;
• reverse engineer the Services, or use them to build a competing product;
• resell, sublicense, or share access to the Services;
• impersonate anyone or misrepresent your identity, business, or audience;
• manipulate tracking, verification, billing, or reporting in any way.

8. Confidentiality

Through the Services you may receive non-public information about us and other users, such as offer terms, pricing, private offers, other users' performance data, and the identities of newsletters and advertisers. You will use it only to use the Services and will not disclose it, except to your employees and advisers who need it and are bound to keep it confidential, or as the law requires.

This does not apply to information that is or becomes public through no fault of yours, or that you already had or developed independently. It also does not limit you from sharing your own results, such as your own earnings, spend, billing, and campaign performance, or the identity of an advertiser whose offer you publish.

We will likewise keep your non-public account information, such as your bids, earnings, and self-reported audience figures, confidential, except as needed to operate the Services, for the uses described in Section 9, or as the law requires.

These obligations continue for three years after your account closes, and for trade secrets, for as long as they remain trade secrets.

9. Privacy and data

Our Privacy Policy explains how we handle personal information. When a reader clicks one of our tracking links, we record information about the click, such as the time, IP address and network information, browser and device information, and the link's parameters. We use it to count, verify, and bill clicks, prevent fraud, and operate and improve the Services.

We also use click and conversion information to advertise our own services. The page a reader passes through after clicking may load advertising tags from Meta and Google that set or read cookies, and those tags receive the address of that page, including the tracking link's parameters. We may also send those platforms click and conversion events, including IP address, browser information, cookie identifiers, the offer clicked, conversion values, and transaction identifiers, to build and measure audiences for our advertising. If a newsletter uses a custom tracking domain, this page runs on that domain, so these cookies may be set on, and existing Meta and Google cookies read from, that domain.

Publishers do not upload subscriber lists to us and remain responsible for their subscribers' data. Advertisers remain responsible for the data they collect on their landing pages. Each of us will comply with the privacy and data-protection laws that apply to the personal information we handle.

10. Intellectual property

We and our licensors own the Services, including our software, designs, and data compilations. We grant you a limited, non-exclusive, non-transferable right to use the Services under these Terms: if you have an account, while it is in good standing; otherwise, only to view our public pages and the sign-in and sign-up pages of our application. You keep ownership of your content, and you grant us the rights needed to operate the Services with it, such as displaying your newsletter's details to advertisers in the form the Services present them.

If you send us feedback or suggestions, we may use them without obligation to you.

11. Third-party services

The Services rely on third parties such as payment processors (including Stripe), email service providers, and advertising and analytics platforms. Their own terms and privacy policies govern your use of their services, and we are not responsible for them. Links to third-party sites, including advertisers' landing pages, are provided for convenience.

12. Suspension and termination

By you. You may stop using the Services at any time. To close your account, email us at hello@emailnewsletter.ad.

By us. We may suspend or terminate your account, any newsletter, or any offer, with or without notice, if you breach these Terms, if we detect invalid traffic or fraud, if payment is not made, if required by law, or if continuing would create risk or harm for us, other users, or readers. We may also end the Services or your access for any other reason on reasonable notice.

What happens then.

• When a newsletter is suspended or terminated, its tracking links stop working, including links in emails that were already sent.
• When an advertiser account is suspended, its active offers are paused and open bookings on those offers are cancelled.
• Amounts you owe us remain due.
• Publisher earnings from valid Verified Clicks and conversions up to a suspension or termination are calculated in the regular monthly cycle and paid after we review them, subject to Sections 4.4 and 4.5. If we suspend or terminate for a breach of these Terms, invalid traffic, or fraud, we may withhold earnings connected to that activity.
• Unused advertiser balances are refunded under Section 5.5 when the account is closed. While an account is only suspended, its balance is held; if we do not reinstate it, you may ask us to close it.

Sections 3, 4.4 through 4.7, 5.3 through 5.6, and 8 through 19 continue after these Terms end, as does the license in Section 5.2 for copies of your creative already distributed, along with any other terms that by their nature should.

13. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. We do not warrant that the Services will be uninterrupted, error-free, or secure, or that any campaign or newsletter will achieve any result. We are not responsible for the content of newsletters or advertisements, or for the products and services advertised.

14. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THEIR POSSIBILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID BY YOU TO US AND BY US TO YOU IN CONNECTION WITH THE SERVICES (INCLUDING UNDER ANY IO) IN THE THREE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, AND (B) ONE HUNDRED U.S. DOLLARS ($100).

These limits do not apply to (a) either party's obligation to pay amounts due under these Terms, including advertiser charges, publisher earnings calculated under Section 4.6, and refunds of unused balances under Section 5.5, which are not damages, lost profits, or lost revenue for purposes of this Section; (b) your obligations under Section 15; (c) a party's breach of Section 8 or your breach of Section 5.6; (d) a party's fraud, gross negligence, or willful misconduct; or (e) liability that cannot be limited by law.

For advertising purchases under a signed IO, the IO's limitation of liability also applies to liability under that IO, in addition to clauses (a) through (e) above and not in place of them. We will not rely on any limitation of liability, in these Terms or in an IO, to reduce a refund of your unused balance under Section 5.5 or a credit under Section 5.3, and no limitation in an IO limits your obligations under Section 15.

15. Indemnification

Advertisers. If you are an advertiser, you will defend, indemnify, and hold harmless us, our affiliates, and our and their officers, employees, and agents, and the publishers of the newsletters that run your offers, from and against third-party claims, and related losses, damages, fines, and costs (including reasonable attorneys' fees), arising out of your offers, creative (including ad images we render from content you provide), claims, landing pages, products or services, conversion data you send us, your breach of these Terms, or your violation of any law or third-party right, except, as to a publisher, to the extent the claim arises from its changes to your creative or its failure to follow Section 4.2, and except, as to us, to the extent the claim arises from copy we wrote that you did not approve.

Publishers. If you are a publisher, you will defend, indemnify, and hold harmless us, our affiliates, and our and their officers, employees, and agents from and against third-party claims, and related losses, damages, fines, and costs (including reasonable attorneys' fees), arising out of your newsletters and emails (other than creative, copy, disclaimers, and landing pages provided through the Services for an offer, whether by an advertiser or by us, and used as Section 4.2 requires, and the tracking links, pass-through pages, and offer pages we provide or host), your subscriber list and sending practices (including consent, unsubscribes, and required disclosures), traffic that violates Section 4.4, your breach of these Terms, or your violation of any law or third-party right.

Exclusions. No one is responsible under this Section for a claim to the extent it arises from (a) an indemnified party's own negligence, willful misconduct, breach of these Terms, or violation of law, or (b) our collection, use, or sharing of click and conversion information described in Section 9, except, in each case, to the extent the claim arises from the indemnifying party's own breach of these Terms or violation of law.

Procedure. The indemnified party will notify you promptly of the claim (a delay excuses you only to the extent it prejudices you). Once you confirm in writing that you will indemnify it for the claim, you may control its defense and settlement, and it will cooperate reasonably at your expense. You may not settle a claim in a way that admits fault by, or imposes obligations on, an indemnified party without its consent. We may instead control the defense of a claim against us, or any part of it, and you remain responsible under this Section and will pay our reasonable costs of doing so, if (a) more than one party owes a defense for the same claim, (b) the claim is brought or joined by a government authority or seeks relief other than money against us, (c) you and we have a conflict of interest in the claim, or (d) you do not confirm your obligation and begin defending the claim within 15 days after notice, or do not defend it diligently. An indemnified party may take part in the defense with its own counsel at its own expense.

16. Changes to these Terms

We may update these Terms from time to time. We will post the updated version here and revise the effective date above. If a change is material, we will tell account holders by email or in-app notice at least 15 days before it takes effect, unless the change is required by law or needed to address fraud or security, in which case it may take effect sooner. We may also ask you to accept the updated Terms in the Services.

If you do not agree to a change, you may close your account under Section 12 before it takes effect, and the Terms in effect before the change will govern the rest of your account, including earnings under Section 4.6 and refunds under Section 5.5. Otherwise, if you keep using the Services after a change takes effect, you accept the updated Terms.

Changes do not apply to clicks, charges, or earnings from before they take effect. A change to Section 18 takes effect no sooner than 30 days after we give notice of it, and does not apply to any claim that arose, or any dispute described in a notice under Section 18, before it took effect. Changes never amend a signed IO or another written agreement signed as described in Section 17.

17. Order of precedence

If documents conflict, this order applies, highest first:

1. a written agreement signed by an authorized representative of each of you and us (a typed name in an ordinary email is not a signature for this purpose), for its subject matter;
2. your signed IO, for advertising purchases;
3. these Terms, including offer-specific terms shown in the Services and arrangements agreed in writing under Sections 4.6 and 5.3;
4. other policies we publish.

18. Disputes and arbitration

Talk to us first. Before starting arbitration or a lawsuit, other than an action described under Exceptions below, you and we agree to try to resolve the dispute informally during the 30 days after one party sends the other a written notice describing it and the relief sought (the "informal period"). The parties may extend the informal period by written agreement, and email is enough. Notices to us go to the legal-notice address in Section 19, and notices to you go to the email address on your account. Any applicable limitations period is tolled during the informal period. A proceeding started before the informal period ends, or without a notice having been sent, will be stayed until the informal period ends; if no notice was sent, the filing counts as the notice.

Governing law. These Terms are governed by the laws of the State of Ohio, excluding its conflict-of-law rules. This Section 18 is governed by the Federal Arbitration Act.

Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that is not resolved informally will be finally resolved by binding arbitration. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Franklin County, Ohio, with hearings held remotely where practicable. Judgment on the award may be entered in any court with jurisdiction. Either party may instead bring an individual claim in a small-claims court with jurisdiction, as long as it stays there on an individual basis. Notwithstanding the AAA's rules, a court, not an arbitrator, decides (i) whether the class, collective, and representative action waiver below is valid and enforceable, and (ii) whether a claim or action falls within the small-claims option in this paragraph, the Exceptions below, or "Your IO" below; a claim or action that a court finds falls within any of them proceeds in court without first being arbitrated. The arbitrator decides all other questions of arbitrability.

No jury trials or class actions. YOU AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. Disputes may be brought only in each party's individual capacity. If a court finds this waiver unenforceable for a claim, that claim will be severed and will proceed in the state or federal courts located in Franklin County, Ohio, after any arbitrable claims are resolved, and the jury trial waiver will still apply to it.

Exceptions. Notwithstanding the above, (a) we may bring an action to collect amounts you owe us under Section 4.5 or Section 5, and (b) either party may seek temporary or preliminary injunctive or other equitable relief to protect its intellectual property or confidential information, in each case in the state or federal courts located in Franklin County, Ohio. Each party consents to personal jurisdiction and venue there for those actions and for any claim that proceeds in court under this Section.

Your IO. If you have signed an IO, the governing-law, venue, and dispute-resolution provisions of the IO that governs the purchase in question apply to every dispute arising out of or relating to that IO or those advertising purchases (for version 1 of the IO, that means its exclusive court venue), and this Section 18 does not apply to those disputes.

19. General terms

• Entire agreement. These Terms (including arrangements agreed in writing under Sections 4.6 and 5.3), any IO you sign, and any other written agreement signed as described in Section 17 are the entire agreement between you and us about the Services. Our Privacy Policy describes how we handle personal information; it is not part of this agreement.
• Notices and communications. You agree to receive communications from us electronically. We may send notices to the email address on your account or through the Services. Send legal notices to hello@emailnewsletter.ad with "Legal notice" in the subject line. We may also send you service messages and, as allowed by law, marketing emails, which you can unsubscribe from at any time.
• Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of all or part of our business.
• Relationship. You and we are independent contractors. These Terms do not create a partnership, joint venture, employment, or agency relationship. Each person Section 15 protects is an intended third-party beneficiary of that Section and may enforce it, and publishers may rely on the license in Section 5.2; otherwise these Terms create no third-party beneficiaries.
• Force majeure. Neither party is responsible for delays or failures caused by events beyond its reasonable control, other than failures to pay money owed.
• Severability and waiver. If any provision is found unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver of it.
• Headings. Headings are for convenience only. "Including" means "including without limitation."

20. Contact us

Questions about these Terms: hello@emailnewsletter.ad

M0 Media LLC, Columbus, Ohio