Last Updated: April 2, 2025

These Publisher Terms & Conditions (“Terms”) govern the relationship between you (“Publisher” or “you”) and Waverly Ventures, LLC (d/b/a “Presscart”) when you list or sell ad placements through Presscart’s online marketplace (the “Platform”). By registering as a Publisher and using the Platform, you agree to be bound by these Terms.

1. Purpose & Non-Exclusivity

Presscart operates an online marketplace (“Platform”) that allows advertisers (“Advertisers”) to purchase placements (sponsorships, ads, etc.) from publishers. Publisher wishes to list its offerings (including but not limited to newsletters, podcasts, social media accounts, blogs, websites, and similar channels) to generate revenue through Presscart. This Agreement is non-exclusive; Publisher may list offerings elsewhere, and Presscart may onboard similar publishers. Presscart makes no guarantee of minimum Advertisers, placements, or revenue. The volume of potential deals depends on market demand.

2. Publisher Listing & Editorial Control

Publisher will provide Presscart with details of their listings (e.g., ad formats, pricing, frequency). Presscart may display those listings on the Platform and market them to Advertisers. Publisher retains full editorial control and may approve or reject any Advertiser or specific content request. Publisher may revise or request changes to Advertiser submissions to ensure compliance with editorial standards and laws. Publisher is responsible for labeling sponsored content (e.g., “Sponsored” or “Ad”) consistent with Federal Trade Commission (FTC) or other local regulations. If additional disclaimers are needed (e.g., for fundraising or financial products), Publisher will include them to meet legal requirements.

3. Fees, Payment & Refunds

Presscart receives a ten percent (10%) commission on the gross amount of each sponsored placement sold via the Presscart Platform. Presscart collects payment from Advertisers upon order confirmation. Once Publisher completes the placement (i.e., publishes the sponsored content), Presscart disburses Publisher’s net amount (total payment minus Presscart’s 10% commission). Unless otherwise agreed, Presscart will remit payment to Publisher within 30 business days after confirmation that the ad was successfully published. If an Advertiser cancels before publication, Publisher is not entitled to payment, and no commission is due to Presscart. If a campaign partially runs or Advertiser disputes performance, Presscart may hold or adjust payment pending resolution. In the event of a required refund after Publisher already received funds, Publisher agrees to refund any overpayments to Presscart within 30 business days of notice.

4. Fraud, Misrepresentation & Click Inflation

Publisher shall not engage in fraudulent activities such as artificially inflating traffic, views, impressions, opens, or clicks, nor misrepresenting subscriber counts or engagement metrics. If Presscart reasonably suspects fraud or misrepresentation, it may suspend or terminate this Agreement immediately and withhold payments related to the fraudulent activity.

5. Data & Privacy Compliance

Publisher agrees to comply with all applicable data protection and email marketing laws (e.g., CAN-SPAM, GDPR, CCPA), including obtaining necessary consents for subscriber data usage. Publisher is solely responsible for how it collects, stores, and uses subscriber data. Presscart is not liable for Publisher’s breach of privacy or data regulations.

6. Non-Circumvention

If Presscart introduces an Advertiser to Publisher, Publisher agrees not to circumvent the Platform by entering direct commercial relationships for substantially the same placements for a period of 12 months without Presscart’s consent. Presscart may seek damages or an equivalent commission if a direct deal occurs that bypasses Presscart’s commission structure.

7. Term & Termination

This Agreement begins on the Effective Date and continues until terminated by either Party with 30 days of written notice. Either Party may terminate immediately for material breach if the breach remains uncured 14 days after written notice. Presscart shall remove Publisher’s listings from the Platform. Any pending payments for completed placements remain payable. Confidentiality, liability limitations, indemnifications, and any outstanding non-circumvention obligations survive termination.

8. Representations & Warranties

Publisher warrants it has the right to offer ad placements, and its content complies with all applicable laws and does not infringe third-party rights. Presscart warrants it will perform its services in a professional manner and process payments as outlined. Except as expressly provided, both Parties disclaim any warranties, including implied warranties of merchantability or fitness for a particular purpose.

9. Liability & Indemnification

Except for willful misconduct or gross negligence, neither Party is liable for indirect or consequential damages arising from this Agreement. Publisher will indemnify and hold Presscart harmless from claims arising out of the nature of Publisher’s content or breach of privacy/disclosure laws. Presscart will indemnify and hold Publisher harmless from claims arising out of Presscart’s payment collection or commission structure, provided Publisher is not at fault.

10. Taxes & Force Majeure

Each Party is responsible for its own taxes. Presscart is not responsible for Publisher’s income, VAT, or other taxes unless required by law. Neither Party shall be liable for delays or failures caused by events beyond reasonable control (e.g., natural disasters, strikes, internet outages).

11. Confidentiality

Each Party shall keep confidential any non-public business or financial information exchanged under this Agreement and only use such information for the purposes of this Agreement. Confidentiality obligations survive termination.

12. Miscellaneous

The Parties are independent contractors, not partners or agents. Neither Party may assign this Agreement without the other Party’s written consent, except in a merger or acquisition. This Agreement is governed by the laws of New York. Disputes shall be resolved in the courts of New York, unless otherwise mutually agreed. This Agreement constitutes the entire understanding between the Parties regarding its subject matter. Any amendment must be in writing, signed by both Parties. This Agreement may be executed via e-signature and is binding upon electronic acceptance by both Parties.