TERMS AND CONDITIONS

Last updated: July 6, 2026

These terms and conditions (this “Agreement”) are a legal agreement between Guru Media Int. Ltd (“GuruMedia”), of 17 Ha-Kisufim St., Jerusalem, Israel, and the publisher or affiliate accepting them (“Publisher”). Publisher and GuruMedia may each be referred to as a “Party” and together as the “Parties.” If there is any conflict between this Agreement and a signed Insertion Order, the Insertion Order controls.

Service

Publisher will display Advertisements and perform lead-generation or sales-generation services as described in the applicable Insertion Order or campaign terms. “Advertisement” means the advertisement and all of its content — including copy, questions, text ads, graphics, sound, video, and code — as well as the websites to which it links. GuruMedia grants Publisher, for the term of the applicable campaign, a non-exclusive, royalty-free, worldwide license to use, reproduce, distribute, publicly perform, and publicly display the Advertisement solely to perform its obligations under this Agreement.

Qualified Leads and Conversions

“Qualified Leads” (or qualified conversions) are prospects or transactions that meet GuruMedia's screening criteria as described in the applicable Insertion Order or offer terms and include complete, valid contact or transaction data. Publisher is paid on a delivered per-lead or per-sale basis as defined for the applicable offer. In the case of any dispute between the Parties as to the number of Qualified Leads or conversions, GuruMedia's tracking numbers control.

Lead Validation

GuruMedia verifies Qualified Leads delivered by Publisher. Leads are checked for data validity (valid inputs for the fields specified in the offer) and uniqueness (not present in GuruMedia's database for the designated Advertisement within the preceding 60 days). GuruMedia reserves the right to send an auto-responder to respondents re-confirming their request for information. Any objections from respondents about the email or the offer will be raised with Publisher.

Creative

Editing of GuruMedia's creative is strictly prohibited without prior written approval from GuruMedia. Creative includes, but is not limited to, text ads, graphic ads, from and subject lines, and any copy associated with the campaign, including survey questions and answers. Unauthorized changes to creative will result in the loss of payment for the affected leads or conversions.

Compliance and Fraud

GuruMedia actively monitors Publisher activity using a combination of proprietary software and third-party monitoring services. Publisher must be able to demonstrate to GuruMedia's satisfaction that its traffic is legitimate. GuruMedia may hold Publisher payments in pending status while it investigates accounts that show, among other signals: click-through or conversion rates far above industry averages without solid justification; click volumes that the underlying site traffic cannot plausibly sustain; leads determined to be fraudulent by GuruMedia or its advertisers; or the use of fake redirects, automated software, or other fraudulent means to generate clicks, leads, or sales. If Publisher cannot demonstrate that its traffic is legitimate, Publisher forfeits its commissions for all affected programs and its account will be terminated. GuruMedia reserves sole judgment in determining fraud.

Advertising Guidelines

GuruMedia may, in its complete discretion, reject, cancel, pause, or remove any Advertisement, offer, or Publisher placement at any time for any reason. Publisher must promptly comply with any such change and, where Publisher itself removes or stops running an Advertisement, must notify GuruMedia within 24 hours.

Term and Termination

The term begins on the target launch of the initial campaign as noted in the Insertion Order or account approval and continues until terminated. Either Party may terminate this Agreement at any time for any reason. All legitimate amounts due to Publisher will be paid in the next regular billing cycle following termination. If Publisher has defrauded the system, payment is revoked as determined solely by GuruMedia.

Payment

Publisher is paid at the payout rates and on the payment schedule reflected in the applicable Insertion Order, offer terms, or account terms, based on final Qualified Lead and conversion numbers reported by GuruMedia's tracking platform. Publisher is responsible for providing accurate payment and tax information; GuruMedia may withhold payment where required by law or where payment information is incomplete.

GuruMedia Representations and Warranties

The execution, delivery, and performance of this Agreement by GuruMedia has been duly authorized, and no further corporate action is necessary on the part of GuruMedia to consummate the transactions contemplated by this Agreement.

Publisher Representations and Warranties

Publisher represents and warrants that: (1) the recipients of all email addresses used by Publisher in connection with this Agreement have given affirmative consent to receive commercial email from Publisher, and none of the addresses were obtained through email harvesting or dictionary attacks; (2) Publisher will not fraudulently add or inflate leads, clicks, or sales, including through pre-population of forms or other mechanisms not approved by GuruMedia; (3) Publisher will not alter, modify, eliminate, conceal, or otherwise render inoperable any tags, source codes, links, pixels, modules, or other tracking provided by GuruMedia; and (4) Publisher's activities under this Agreement comply with all laws applicable to Publisher, including the laws of the jurisdictions in which Publisher operates and into which it directs traffic. Publisher will not engage in or promote any illegal activity of any kind in association with this Agreement.

Traffic and Content Restrictions

Publisher shall NOT:

provide incentivized traffic, including spoofing, forced redirects, or traffic from point, lottery, coupon, or rewards-based mechanisms that encourage users to click on or interact with Advertisements in exchange for points, rewards, or other incentives, except where the offer explicitly permits it;
provide leads or sales generated from content, email, or websites that are not related to the subject matter of the Advertisement, unless the specific source has been disclosed to and approved by GuruMedia in writing;
provide traffic from sources it cannot identify — Publisher must be able to name the website, placement, or traffic source where any lead or sale was generated, and must provide it to GuruMedia on request in case of dispute;
provide or promote inappropriate content, including content that (i) promotes nudity, sex, pornography, or adult-oriented services, or the use of alcohol, tobacco, or illegal substances; (ii) promotes violence or illegal activities; (iii) promotes racism, hate, spam, fraud, gambling, pyramid schemes, or illegal advice; (iv) is otherwise prohibited by applicable law; or (v) would bring GuruMedia or its advertisers negative publicity; or
distribute any Advertisement through downloadable software such as adware, pop-up/pop-under technologies, browser plug-ins, or similar contextual media.

Email campaigns. For any email campaign, Publisher shall use only the email creative provided or approved by GuruMedia and shall at all times maintain strict compliance with the CAN-SPAM Act of 2003 and all other applicable email-marketing laws in the jurisdictions where the email is received.

Confidentiality

The terms of this Agreement, including payout values, are confidential and shall not be disclosed to any third party except where required by law. All end-user customer information submitted pursuant to this Agreement, and all non-public information, data, and reports received from GuruMedia, are proprietary to and owned by GuruMedia (“Confidential Information”). Publisher shall not reproduce, disseminate, sell, distribute, or commercially exploit any Confidential Information. These obligations survive termination of this Agreement for five (5) years. If Publisher is legally compelled to disclose Confidential Information, Publisher must promptly notify GuruMedia in writing so that GuruMedia may seek protective measures, and must cooperate with GuruMedia's reasonable requests to protect the information. Subject to Publisher's prior approval, GuruMedia may publicly reference its relationship with Publisher in general corporate materials and industry-standard press releases.

DISCLAIMER OF WARRANTIES

GURUMEDIA PROVIDES ITS SITES, PLATFORM, AND SERVICES, AND THOSE OF ITS AFFILIATES AND PARTNERS, ON AN “AS IS,” “WHERE IS,” AND “AS AVAILABLE” BASIS. GURUMEDIA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

LIMITATION OF LIABILITY

IN NO EVENT SHALL GURUMEDIA BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST BUSINESS, LOST DATA, OR LOST PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL GURUMEDIA'S TOTAL LIABILITY TO PUBLISHER OR ANY THIRD PARTY EXCEED THE AMOUNTS PAID BY GURUMEDIA TO PUBLISHER DURING THE THREE (3) MONTHS PRECEDING THE CLAIM.

Indemnification

Each Party agrees to indemnify, defend, and hold harmless the other Party and its employees, agents, officers, and directors against any and all claims, causes of action, judgments, demands, damages, losses, or liabilities, including costs and expenses (including reasonable attorneys' fees), arising out of or relating to (a) any claim of infringement of copyright, trademark, patent, trade secret, or other intellectual property right of any third party; (b) any claim, representation, or statement made in the Advertisement; or (c) any breach of any representation or warranty contained in this Agreement.

Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Israel, without regard to its conflict-of-laws rules. If any dispute arises under this Agreement, the Parties agree first to attempt in good faith to resolve it directly, and if that fails, through a mutually agreed mediator. Any dispute that cannot be resolved by mediation shall be subject to the exclusive jurisdiction of the competent courts of Jerusalem, Israel. The prevailing Party in any proceeding to enforce this Agreement is entitled to reimbursement of its reasonable attorneys' fees, costs, and expenses.

No Assignment

Neither Party may assign or otherwise transfer its rights and obligations under this Agreement without the prior written consent of the other Party, except that a successor in interest by merger, operation of law, or purchase of all or substantially all of a Party's business may acquire its rights and obligations. Any prohibited assignment is null and void.

Independent Contractor

Each Party is an independent contractor. Except as set forth in this Agreement, neither Party is authorized or empowered to obligate the other or incur any costs on behalf of the other without prior written consent.

Severability

If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and shall in no way be affected or invalidated.

Entire Agreement; Modification

This Agreement, together with any applicable Insertion Order or offer terms, constitutes the entire agreement between the Parties and supersedes any prior or inconsistent agreements, negotiations, representations, and promises, written or oral, regarding its subject matter. No modification, course of conduct, amendment, supplement, or waiver of this Agreement shall be binding unless made in writing and duly accepted by both Parties.

Contact

Guru Media Int. Ltd 17 Ha-Kisufim St., Jerusalem, Israel operations@gurumedia.com