A separately signed Publisher Agreement is not required for Publishers who validly accept these Terms. ProfitSence may enter into separate written agreements with selected Publishers. Where such an agreement exists, its expressly negotiated provisions shall prevail over conflicting provisions of these Terms unless otherwise agreed.

3. Obligations and Rights of ProfitSence

3.1. Provision of Services

ProfitSence shall use commercially reasonable efforts to provide advertising monetisation technology, facilitate advertising demand and make reporting tools available.

ProfitSence does not guarantee minimum advertising revenue, fill rates, CPM, impressions, advertising demand or uninterrupted availability of the Services.

3.2. Advertising Management

ProfitSence may select, integrate, modify, replace, suspend or discontinue Demand Partners, advertising technologies and advertising integrations as reasonably necessary.

Publisher may request advertising category or advertiser restrictions where technically supported.

Such restrictions may require a reasonable implementation period and may not be immediately effective across all Demand Partners.

3.3. Reporting

ProfitSence shall provide Publisher with access to advertising performance and revenue information through the Publisher Dashboard.

The Publisher Dashboard shall serve as the official publisher-facing reporting record for advertising revenue and Publisher earnings.

Daily, estimated or otherwise preliminary revenue figures shall remain subject to validation, reconciliation and adjustment.

Revenue displayed as finalised shall represent the reconciled amount at the time of finalisation, subject to subsequent corrections permitted under this Agreement.

ProfitSence may correct reporting errors, invalid traffic adjustments, Demand Partner reversals and other legitimate discrepancies discovered before or after finalisation.

ProfitSence shall not be required to disclose confidential Demand Partner reports, proprietary systems, pricing agreements or internal commercial information except where required by Applicable Laws.

3.4. Service Changes and Availability

ProfitSence may modify, upgrade, maintain or discontinue features of its Services.

Temporary reporting delays, maintenance periods, technical interruptions or Demand Partner disruption shall not automatically constitute a breach of this Agreement.

ProfitSence shall use commercially reasonable efforts to maintain service availability but does not guarantee uninterrupted or error-free operation.

4. Revenue Sharing, Payments and Invoicing

4.1. Publisher Revenue Share

Publisher shall receive the revenue share individually agreed between Publisher and ProfitSence.

The applicable revenue-sharing arrangement shall be specified in the Publisher Dashboard, a separately executed Publisher Agreement, or another binding written confirmation accepted by Publisher.

No fixed or universal revenue-sharing percentage applies to all Publishers.

Any modification to an agreed revenue-sharing arrangement shall require agreement between the Parties and shall apply prospectively unless otherwise expressly agreed.

4.2. Revenue Calculation and Finalisation

Publisher earnings shall be calculated using advertising performance, revenue records and reconciliation information maintained by ProfitSence.

Revenue reported in the Publisher Dashboard may initially be estimated or preliminary.

ProfitSence shall determine Finalised Revenue following applicable verification, validation and reconciliation procedures.

ProfitSence reserves the right to adjust or deduct revenue where legitimate grounds exist, including:

• (a) Invalid Traffic or fraudulent advertising activity.
• (b) Advertising policy violations.
• (c) Demand Partner deductions, adjustments or revenue reversals.
• (d) Reporting, measurement or attribution discrepancies.
• (e) Refunds, chargebacks or corrected billing.
• (f) Duplicate transactions, technical errors, or other ineligible advertising activity.
• (g) Other substantiated adjustments directly attributable to Publisher’s advertising activity.

Adjustments may be made after revenue has been finalised where relevant information becomes available subsequently.

Where an adjustment relates to amounts previously paid, ProfitSence may recover substantiated overpayments or offset such amounts against future payable earnings, subject to Applicable Laws.

4.3. Payment Terms

Publisher payments shall be governed by the applicable payment terms displayed in the Publisher Dashboard or otherwise expressly agreed in writing.

Unless a different calculation basis is expressly specified, payment terms shall be calculated from the end of the relevant revenue month.

The expiry of a stated payment period does not, by itself, require ProfitSence to release funds where the corresponding Demand Partner payment has not been received or other payment eligibility conditions remain unsatisfied.

Payments shall be processed only when the following conditions have been satisfied:

• (a) The relevant Publisher earnings have been finalised.
• (b) The applicable payment period has elapsed.
• (c) ProfitSence has received and reconciled the corresponding Demand Partner funds.
• (d) Publisher has submitted a valid invoice.
• (e) The Publisher’s Net Payable Earnings meet the minimum payout threshold.
• (f) Any required payment, identity, tax or compliance verification has been completed.

4.4. Demand Partner Payment Dependency

Publisher acknowledges that ProfitSence operates with third-party Advertisers and Demand Partners whose payment schedules, reconciliation procedures and financial obligations may differ.

To the maximum extent permitted by Applicable Laws, ProfitSence’s obligation to release Publisher payments shall be conditional upon actual receipt and reconciliation of the corresponding advertising revenue from the relevant Demand Partner.

Where a Demand Partner delays, disputes, withholds, reduces, reverses or fails to make payment, ProfitSence may defer the corresponding Publisher payment until the relevant funds have been received and reconciled.

ProfitSence shall not be required to advance its own funds to cover unpaid third-party advertising revenue unless expressly agreed in writing or required by Applicable Laws.

Where a Demand Partner makes partial payments, ProfitSence may allocate the collected amount among corresponding eligible Publisher earnings using a reasonable, consistent and documented reconciliation methodology.

Where corresponding advertising revenue remains permanently uncollected, ProfitSence may adjust the associated Publisher earnings to reflect the uncollected amount, subject to Applicable Laws and any expressly agreed contractual obligations.

ProfitSence shall not be responsible for a Demand Partner’s failure to pay except to the extent liability arises from ProfitSence’s own breach of an enforceable obligation or cannot otherwise lawfully be excluded.

4.5. Minimum Payout Threshold

The minimum payout threshold shall be USD 100 in Net Payable Earnings, or its equivalent in another supported payment currency.

The threshold shall apply after all applicable revenue-sharing calculations, adjustments and deductions.

Balances below the minimum payout threshold shall be carried forward to subsequent payment periods until the threshold is reached, subject to this Agreement.

ProfitSence shall not be obligated to process payments below the minimum threshold unless an exception is expressly approved in writing or required by Applicable Laws.

4.6. Publisher Invoices

Publishers must submit a valid invoice for eligible finalised earnings.

The invoice must contain accurate Publisher identification, billing information, payment details and the corresponding earnings amount.

ProfitSence shall not be obligated to process payment until a valid invoice has been received and verified.

Invoices containing incorrect, incomplete or inconsistent information may be rejected or returned for correction.

Where a Publisher submits an invoice after the applicable payment processing deadline, payment may be deferred until the next reasonably available payment processing cycle.

ProfitSence is not responsible for delays resulting from Publisher’s failure to submit a valid invoice or provide accurate payment information.

4.7. Payment Methods and Verification

Payments shall be made through payment methods supported and approved by ProfitSence.

ProfitSence may request identity verification, beneficial ownership information, tax documentation or payment account verification before processing payments.

Publishers shall be responsible for maintaining accurate payment details.

Third-party payment processing, intermediary banking or currency conversion fees may apply where properly disclosed or contractually authorised.

4.8. Payment Withholding, Adjustments and Recovery

ProfitSence reserves the right to temporarily withhold affected earnings where reasonably necessary to investigate suspected:

• (a) Invalid Traffic.
• (b) Fraudulent or manipulated advertising activity.
• (c) Policy violations.
• (d) Demand Partner payment disputes or reversals.
• (e) Unauthorised advertising implementations.
• (f) Inaccurate account, tax or payment information.
• (g) Other material violations of this Agreement.

Where an investigation establishes that revenue is invalid or ineligible, ProfitSence may deduct the substantiated amount from current or future earnings.

Where previously paid amounts are subsequently determined to be invalid or overpaid, ProfitSence may seek repayment or offset the corresponding amount against future payments, subject to Applicable Laws.

Withholding and adjustments shall be reasonably related to the affected earnings and supported by a legitimate basis.

4.9. Taxes and Costs

Unless otherwise agreed, all advertising revenue and Publisher earnings shall be denominated in United States Dollars (USD).

Each Party shall be responsible for its own taxes, duties and statutory obligations under Applicable Laws.

Publishers shall be responsible for determining and satisfying taxes applicable to its earnings.

ProfitSence may deduct or withhold taxes where required by Applicable Laws.

Any applicable GST, VAT, sales tax or similar indirect tax shall be treated in accordance with relevant legal and invoicing requirements.

4.10. Revenue Disputes

Publishers shall have thirty (30) calendar days from the date the relevant monthly revenue is marked as finalised in the Publisher Dashboard to raise a written dispute concerning the calculation or finalisation of that revenue.

Any dispute must identify the relevant revenue period, disputed amount, reason for the dispute and reasonably available supporting information.

Where no dispute is submitted within the specified period, the finalised revenue shall be deemed accepted for ordinary contractual reporting purposes to the extent permitted by Applicable Laws.

This provision shall not prevent ProfitSence from making subsequent legitimate corrections for Invalid Traffic, fraud, reporting errors, Demand Partner adjustments or other substantiated discrepancies.

Nothing in this provision shall extinguish an undisputed, legally enforceable payment obligation or a right that cannot lawfully be waived.

4.11. Inactive Accounts and Unclaimed Balances

A publisher account may be classified as inactive where there has been no account login, advertising activity, valid payment instructions or meaningful account communication for a continuous period of twenty-four (24) months.

ProfitSence may suspend, restrict or close inactive accounts in accordance with this Agreement and Applicable Laws.

Publisher is responsible for maintaining current contact information, monitoring its account and submitting valid invoices for eligible earnings.

ProfitSence may provide account and revenue-related communications electronically, including automated revenue-finalisation notifications.

ProfitSence does not undertake to provide separate periodic inactivity reminders except where required by Applicable Laws.

Where an account has remained inactive for twenty-four (24) months and contains an unclaimed balance, ProfitSence may review the balance and determine its appropriate treatment under Applicable Laws.

To the extent legally permitted, the amount for which Publisher’s entitlement has validly expired or been extinguished may be recognised by ProfitSence as income in accordance with applicable accounting standards.

Nothing in this section shall authorise forfeiture, appropriation or recognition of funds contrary to applicable unclaimed-property laws, statutory payment obligations or accounting requirements.

5. Conditions, Termination and Liability

5.1. Term and Termination

This Agreement shall commence upon Publisher’s valid acceptance of these Terms or authorised commencement of the Services following presentation of these Terms, and shall remain effective until terminated.

Either Party may terminate this Agreement without cause upon thirty (30) days’ prior written notice.

Either Party may terminate this Agreement following a material breach by other Party that remains uncured for thirty (30) days after written notice, where the breach is capable of remedy.

ProfitSence may immediately suspend Services, disable advertising or terminate the Agreement where reasonably necessary due to serious fraud, Invalid Traffic, unlawful conduct, security risk, material policy violations or other circumstances requiring urgent action.

5.2. Consequences of Termination

Upon termination:

• (a) Publisher shall discontinue use of ProfitSence advertising technology and remove applicable integrations where instructed.
• (b) Each Party shall cease unauthorised use of the other Party’s intellectual property.
• (c) Confidentiality and other surviving obligations shall remain effective.
• (d) Outstanding Publisher earnings shall remain subject to revenue finalisation, applicable adjustments, payment eligibility, invoicing requirements and receipt of corresponding Demand Partner funds.
• (e) Termination shall not automatically extinguish valid accrued payment rights or obligations.

5.3. Representations and Warranties

Each Party represents and warrants that it possesses the legal authority to enter into and perform this Agreement.

Publisher further represents and warrants that:

• (a) It owns or lawfully controls its Publisher Properties.
• (b) It has all rights and permissions necessary to monetise its advertising inventory.
• (c) Its content and activities comply with Applicable Laws.
• (d) It shall comply with applicable advertising, privacy and traffic quality policies.
• (e) All information provided to ProfitSence is accurate and complete.
• (f) It shall not knowingly cause ProfitSence to violate Applicable Laws or applicable advertising platform requirements.

5.4. Indemnification

Publisher shall defend, indemnify and hold harmless ProfitSence, its officers, directors, employees and authorised representatives against third-party claims, liabilities, damages and reasonable expenses arising from:

• (a) Publisher’s unlawful content or activities.
• (b) Publisher’s infringement of third-party intellectual property or privacy rights.
• (c) Fraudulent or invalid advertising activity attributable to the Publisher.
• (d) Publisher’s material breach of this Agreement or Applicable Laws.

ProfitSence shall indemnify Publisher for third-party claims directly arising from ProfitSence’s infringement of third-party intellectual property rights or other expressly agreed indemnifiable conduct, subject to applicable limitations and exclusions.

The indemnified Party shall provide reasonably prompt notice of claims and cooperate in the defense and resolution of such claims.

5.5. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROFITSENCE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF ANTICIPATED REVENUE, PROFITS, BUSINESS OPPORTUNITIES, DATA OR GOODWILL, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROFITSENCE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED FIVE HUNDRED UNITED STATES DOLLARS (USD 500), REGARDLESS OF THE NUMBER OF CLAIMS.

THIS LIMITATION SHALL NOT EXTINGUISH UNDISPUTED PAYMENT OBLIGATIONS FOR VALID NET PAYABLE EARNINGS THAT HAVE BECOME DUE UNDER THIS AGREEMENT.

NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT LIABILITY FOR FRAUD, WILLFUL MISCONDUCT OR ANY OTHER LIABILITY TO THE EXTENT SUCH EXCLUSION OR LIMITATION IS PROHIBITED BY APPLICABLE LAW.

5.6. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, PROFITSENCE PROVIDES ITS SERVICES ON AN “AS AVAILABLE” BASIS AND DISCLAIMS WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

PROFITSENCE DOES NOT GUARANTEE ANY PARTICULAR ADVERTISING REVENUE, CPM, FILL RATE, IMPRESSION VOLUME, DEMAND PARTNER AVAILABILITY OR UNINTERRUPTED SERVICE.

5.7. Intellectual Property and Licenses

Each Party retains ownership of its respective intellectual property, system, technology, content, trademarks and proprietary information.

Publisher grants ProfitSence a limited, non-exclusive license during the Term to access and use Publisher Properties and related materials solely as reasonably necessary to provide the Services.

Neither Party shall remove or obscure the other Party’s proprietary notices without authorisation.

Public promotional use of Publisher trademarks, logos, or branding shall require the applicable permission or authorisation.

5.8. Force Majeure

Neither Party shall be responsible for failure or delay in performing obligations caused by events beyond its reasonable control, including natural disasters, governmental actions, war, civil unrest, widespread infrastructure failures or similar extraordinary events.

The affected Party shall provide reasonable notice and use commercially reasonable efforts to mitigate the impact.

This provision shall not extinguish accrued payment obligations, except to the extent performance is legally or practically prevented during the relevant event.

6. Confidentiality and Use of Information

6.1. Confidential Information

Each Party may receive Confidential Information concerning the other Party’s business, operations, systems, technology, finances, customers, commercial arrangements or other proprietary matters.

Confidential Information includes non-public Demand Partner relationships, pricing arrangements, contracts, internal reports, technical specifications and business strategies.

Neither Party shall disclose or use the other Party’s Confidential Information except as necessary to perform this Agreement, with authorisation or as required by Applicable Laws.

Each Party shall protect Confidential Information using reasonable care.

Confidentiality obligations shall not apply to information that:

• (a) Becomes publicly available without breach of this Agreement.
• (b) Was lawfully known before disclosure.
• (c) Is independently developed without use of the other Party’s Confidential Information.
• (d) Is lawfully obtained from a third party without confidentiality restrictions.
• (e) Must be disclosed pursuant to Applicable Laws or binding legal process.

6.2. Data Protection and Security

Each Party shall comply with applicable data protection and information security obligations.

Publisher shall implement legally required notices and consent mechanisms relating to advertising technologies.

Where legally required, the Parties shall enter into appropriate data processing arrangements.

6.3. Survival of Obligations

Confidentiality, accrued payment obligations, intellectual property protections, permitted revenue adjustments, liability limitations and dispute resolution provisions shall survive termination to the extent necessary to give them effect.

7. General Provisions

7.1. Independent Contractors

The Parties are independent contractors.

Nothing in this Agreement shall create an employment, partnership, joint venture, fiduciary or general agency relationship between Publisher and ProfitSence.

7.2. Contracting Entity and Assignment

The responsible ProfitSence contracting entity shall be identified in the applicable Publisher Agreement, account documentation, onboarding confirmation or other binding written communication.

During the transition of operations between ProfitSence LLC and ProfitSence Pte. Ltd., contractual rights and obligations may be transferred or assigned only in accordance with applicable contractual requirements and Applicable Laws.

Where Publisher consent is required for an assignment or novation, ProfitSence shall obtain such consent before the relevant transfer takes effect.

No ProfitSence entity shall automatically assume another entity’s liabilities merely because both operate under the ProfitSence brand.

7.3. Governing Law and Jurisdiction

Where the contracting entity is ProfitSence Pte. Ltd., this Agreement shall be governed by the laws of Singapore, and the courts of Singapore shall have exclusive jurisdiction, subject to any mandatory applicable law or expressly agreed dispute resolution provision.

Where the contracting entity is ProfitSence LLC, this Agreement shall be governed by the laws of the State of Wyoming, United States of America, and the courts of competent jurisdiction in Wyoming shall have exclusive jurisdiction, subject to any mandatory applicable law or expressly agreed dispute resolution provision.

7.4. Amendments and Policy Updates

ProfitSence may amend these Terms and Applicable Policies from time to time.

ProfitSence shall provide appropriate notice of material amendments through email, the Publisher Dashboard or other reasonable electronic means.

Amendments shall take effect in accordance with the notice provided and Applicable Laws.

Material changes to individually agreed commercial terms, including revenue-sharing percentages, shall require agreement between the Parties unless the applicable contract expressly and lawfully permits the relevant change.

Continued use of the Services following a validly notified amendment may constitute acceptance where permitted by Applicable Laws.

7.5. Notices and Account Contact Information

The Publisher’s legal name, registered company name where applicable, address, email address and other contact details maintained in the ProfitSence account shall be used for contractual identification and communications.

Publisher is responsible for ensuring that such information remains accurate and current.

Notices may be delivered electronically to the Publisher’s registered email address or through other legally permitted communication methods.

7.6. Severability

If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect to the extent permitted by Applicable Laws.

7.7. Entire Agreement and Order of Precedence

For Publishers without a separately executed agreement, these Terms, the applicable account-specific commercial conditions and incorporated Applicable Policies constitute the contractual agreement between Publisher and ProfitSence.

Where a separate Publisher Agreement has been validly executed or accepted, its expressly negotiated provisions shall prevail over inconsistent provisions of these Terms unless otherwise agreed.

These Terms supersede prior general website terms to the extent validity applicable but shall not automatically amend or extinguish rights under existing executed agreements where further consent is legally or contractually required.

7.8. No Waiver

Failure or delay by either Party to exercise any right or remedy shall not constitute a waiver of that right or remedy.

7.9. Contact Information

For questions, contractual notices or disputes relating to these Terms, Publishers may contact:

ProfitSence
Email: [email protected]
Website: https://www.profitsence.com