Publisher Terms and Conditions and Sponsored Listings Addendum

These Publisher Terms and Conditions (“Terms”), any addenda attached hereto, which are hereby incorporated by reference (“Addenda”), and any inventory purchase agreement entered into between the parties (“IPC”) (collectively, the “Agreement”), between LLC and its affiliates, (“”), and the individual or entity entering into this Agreement (“Publisher”) shall govern Publisher’s participation in the Network. In the event of any inconsistency between the Terms, the Addenda and an IPC, the following order of precedence shall apply: the IPC, followed by the Addenda, followed by the Terms. Capitalized terms not defined herein shall have the meanings assigned to them in the Addenda.


Action” means a specific activity that is required to qualify for the payment of the display of a Creative, i.e., click, purchase, registration, etc., which activity will be set forth in the IPC or in the associated online program. Network” means the third party websites through which can distribute Creatives, including the Display Network, Video Network and Sponsored Listings Network.

CPA” means a campaign for which Publisher shall be paid on a cost per Action basis.

CPC” means a campaign for which Publisher shall be paid on a cost per Unique Click basis.

CPM” means a campaign for which Publisher shall be paid on a cost per thousand Impressions basis.

Creative” means advertising materials of any type used under this Agreement, including, but not limited to, buttons, banners, text-links, pop-ups, pop-unders, Display Creatives, Sponsored Listings Creatives and Video Creatives.

Display Creative” means a graphic image or media object used as an advertisement.

Display Network” means the third party websites through which distributes Display Creatives.

Impression” means an instance in which a Creative is served to, and received by, a Unique Visitor on the Publisher Website as measured by, not including automated page refreshes. Notwithstanding the foregoing a Video Creative served with any companion banner shall count as a single Impression as measured by

Invalid Click” means any click on a Creative that (i) causes the web surfer to reach a destination other than the intended destination (an incorrect redirect), which may be caused by a server malfunction on the Publisher Website, or because of alterations made by Publisher or erroneous coding placed on the Publisher Website; or (ii) results from applying repeated manual or mechanically automated clicks on mouse or keyboard or any other non-human click generation processes (including but without limitation robots, spiders, scripts or other software) as well as all other clicks resulting from methods that determines to be fraudulent in nature, or resulting from incentives or misleading or coercive means.

Marks” means a party’s trademarks, service marks, logos and trade dress.

 “Net Revenue” means, with respect to any particular period of time, the amount invoiced by to advertisers with respect to Creatives on the Publisher Website, less the following deductions: (i) transaction fees, (ii) third party campaign referral fees and commissions, (iii) applicable ad serving and technology fees paid to third parties, (iv) fees paid by advertisers for training and implementation services, (v) Invalid Clicks, and (vi) data fees and management fees paid by advertisers to in connection with AOP (’s demand-side platform known as AdLearn Open Platform), as applicable.

Network Tags” means scripts provided by that are designed to be inserted into the code of the Publisher Pages, which scripts communicate with servers designated by and request transmission from those servers of Creatives. 

Publisher Page” means a web page on the Publisher Website.

Publisher Website” means a website, application, or other media owned or operated by Publisher, or on which Publisher is otherwise legally authorized to act in the manner contemplated by this Agreement. 

Revenue Share” means, with respect to a campaign for which payment is based upon a percentage of Net Revenue, an amount equal to the product of (i) the Net Revenue during the applicable calendar month, multiplied by (ii) the applicable revenue share percentage payout rate.

Sponsored Listings Creative” means a text-based reference to an advertiser’s products or services, which includes a link to such advertiser’s website, and which may also include an image and/or logo.

Sponsored Listings Network” means the third party websites through which distributes Sponsored Listings Creatives.

Unique Click” means an instance in which a person viewing the Publisher Website, as identified by cookie or IP address, clicks on a Creative, as measured by (provided however, that a click on a specific Display Creative by a particular person shall only be counted as a Unique Click once every 1-hour period).

"Unique Visitor" shall mean a visitor to the Publisher Website as identified by based on such visitor's IP address. 

User Interface” means an online tool provided by through which Publishers may access reports and such other campaign management functions as may be available from time to time.

Video Creative” means a broadband video advertising unit as more fully described in the IAB Digital Video In-Stream Ad Format Guidelines located at

Video Network” means the third party websites through which distributes Video Creatives.

2. Implementation.

a) Network Tags. requires placement of Network Tags on the Publisher Websites participating in the Network. Publisher shall use reasonable efforts to promptly place and enable the Network Tags. 

b) License Grant. Subject to the terms and conditions of this Agreement, grants to Publisher a limited, non-transferable, non-exclusive, non-sub-licensable right and license to use the Network Tags and display Creatives on the Publisher Website, solely for the purposes of performance of this Agreement and solely during the term thereof. 

c) Restrictions; Prohibited Activities. Publisher shall not do any of the following:

  • i. Place the Network Tags on any Publisher Website that have not been specifically approved for participation in the Network. Approved Publisher Websites will be specified in the IPC or online program. In addition, may approve additional Publisher Pages or Publisher Websites in writing (with email being sufficient) in its sole discretion. 
  • ii. Alter, reverse engineer, decompile, disassemble, sell, rent, lease, sublicense, transfer, or otherwise make available the Network Tags or Creatives or any copies thereof to any third party, or create derivative works therefrom. 
  • iii. Copy the Network Tags or Creatives, except for performance of this Agreement or for backup, archival and disaster recovery purposes.
  • iv. Place Network Tags on blank web pages or on web pages with no content, or in a fashion that may be deceptive to the visitor in that it causes the Creatives to look like editorial content.
  • v. Serve Creatives from any location other than the server (stored images that are loaded from a different location will not count towards any statistic or payment).
  • vi. Induce persons to click on Creatives based on incentives (e.g. rewards programs).
  • vii. Use unsolicited email to promote Creatives. 
  • viii. Use autospawning browsers, or automatic redirecting of visitors, blind text links, misleading links, forced clicks (i.e. requiring a visitor to click on a Creative because their browser has been hijacked, or because a Creative has been altered so that it is impossible to close without clicking it); or any other method that may lead to artificially high numbers of delivered clicks.
  • ix. Use of any method that may lead to falsely generated or an artificially high number of impressions.

Publisher recognizes that a breach of any of these conditions could result in immediate, extraordinary and irreparable damage to and its relationships with its advertising clients, and that damages may be difficult to measure. Upon a determination by, in its sole discretion, that Publisher has violated any of the foregoing conditions, Publisher agrees that may, in addition to other legal remedies, assess liquidated damages of up to $1,000.00 per occurrence of each such violation, and that such liquidated damages are reasonable

d) Prohibited Content. does not accept any Publisher Website that contains the following content: (i) any content that contains or promotes concepts that are hateful or disparaging towards any race, religion, gender, sexual orientation or nationality; (ii) any content that promotes firearms, bombs and other weapons or how-to guides for any of the above; (iii) any content that contains or promotes illegal activities, including, but not limited to hacking, phreaking and online gambling; (iv) any content that contains or promotes pornography or graphic sexual depictions; (v) any content that contains, promotes or links to indecent, obscene or highly explosive subject matter; or (vi) any content that facilitates or promotes illegal file-sharing (MP3s, copyright protected video, or the equivalent) (collectively referred to as the “Prohibited Content”). Publisher represents and warrants that during the term of this agreement none of the Publisher Websites on which it places Creatives shall contain or promote any Prohibited Content. reserves the right to reject or block any Publisher Page or Publisher Website at any time at its sole discretion. The Creatives shall not contain Prohibited Content.  If Publisher violates the foregoing representation and warranty,’s sole and exclusive remedies shall be as follows: (i) may at its discretion provide notice to Publisher, and Publisher shall in such case have the opportunity to work with to remedy the issue; (ii) may cease (temporarily or permanently) submitting Creatives to the Publisher Website(s); and (iii) indemnification as set forth in Section 8.

e) Ownership Rights. Except for the limited license rights expressly granted to Publisher in this Agreement, retains all right, title and interest in and to the Network, the technology utilized by to operate the Network, the Network Tags, and the Creatives, including but not limited to all patent, trademark, copyright, trade secret and all other intellectual property rights therein.

f) Publisher Responsibilities. Publisher is solely responsible, at its own expense, for procuring, maintaining and operating all hardware, software, networks, systems and third-party services (e.g., Internet access) necessary to (i) operate the Publisher Website, (ii) use the Network Tags, (iii) display the Creatives, and (iv) access and use the Network services. 

3. Payment. 

a) General. Payment to Publisher shall initially be based on the payment terms and rates set forth in the applicable Addenda, IPC, or program selected by Publisher in the User Interface (e.g., CPM, CPC, CPA, Revenue Share). may from time to time modify such payment rates based on its then-current rates upon providing written notice to Publisher. If Publisher has not signed an IPC or applicable Addenda containing a specific payout program rate, payment rates for Creatives will be based upon’s then-current default RON (run of network) rates, as may be modified by from time to time. Unless otherwise set forth in the applicable Addenda or IPC, payments shall be made by no later than the 45th day after the end of the month in which revenue was earned by Publisher may be paid at the account level (i.e., if Publisher has multiple accounts, each account may be evaluated independently). No checks will be issued for any amounts less than $25 U.S.D. All un-issued earnings will roll over to the next pay period in which the amounts due exceed $25 U.S.D. Any dispute regarding a payment hereunder must be submitted to in writing within sixty (60) days of such payment or it shall be deemed waived. To ensure timely payment, Publisher must notify at of any changes to its account information, including change of address, phone or email address. 

b) Withholding Payment. reserves the right to withhold payment from Publisher if Publisher has engaged in activity that is either prohibited hereunder or is outside the scope of that which is permitted under this Agreement. In addition, with respect to Display Creatives, in no event may more than five percent (5%) of Unique Visitors for any payout calculation come from one IP address. Impressions that are served but are not received due to end user blocking technology or software (e.g., pop-up blocking software) shall not count towards any payout calculation. 

c) Taxes. By participating in the Network, Publisher assumes complete and sole responsibility for any taxes owed as a consequence of such participation and agrees to indemnify and hold harmless from any such taxes. shall provide Publisher with appropriate tax information, including earnings on Form 1099 as required by applicable law. If Publisher resides in the United States, then Publisher agrees to provide its Social Security number or Federal Employee Identification Number and any other reasonable information to for tax reporting purposes. Such information will be used for no purpose other than for tax reporting purposes. If Publisher resides outside of the United States, then Publisher may be asked to complete appropriate forms for tax purposes and agree to accurately complete such forms. may withhold payment from Publisher in the event that Publisher does not provide accurate tax information or complete any necessary tax or reporting forms, as determined in’s sole discretion.

4. Counting. shall have the responsibility in its sole and reasonable discretion for calculation of statistics and payments, including, but not limited to, Impressions, Unique Clicks, Actions and revenue generated on or through the Publisher Website, as applicable. 

5. Use of Data and Privacy. is a member of the Network Advertising Initiative (the “NAI”) and is committed to maintaining adherence with the NAI’s Self-Regulatory Principles (“SRPs”). In support of the SRPs, Publisher represents and warrants that, at all times during the term of this Agreement: (a) it shall maintain a posted privacy policy accessible by direct link from the Publisher Website’s home page that complies with all applicable laws and regulations, and shall abide by such privacy policy; (b) such privacy policy shall: (i) disclose that Publisher allows third parties to serve advertising within the Publisher Website; (ii) disclose the type of information collected by such third parties, and (iii) provide a clear and conspicuous link to the NAI opt-out page, which is currently located at may from time to time require Publisher to provide specific additional notice mechanisms consistent with applicable laws or industry self-regulations for the purpose of providing end users with information and choices in connection with online advertising. is in compliance with Children’s Online Privacy Protection Act of 1998 (“COPPA”) and amendments thereto.  Publisher represents and warrants that: (i) it shall designate Publisher Websites as having children’s or non-children’s content as well as designating if it knowingly collects any personal information from children under the age of thirteen; and (ii) it shall promptly notify in the event that either its content or its policy on data collection changes.

6. Term; Termination. This Agreement shall terminate and renew in accordance with the term and termination provisions of the applicable Addenda and/or IPC. Upon termination, any licenses granted by hereunder shall immediately terminate and Publisher must remove all Network Tags from the Publisher Website and cease delivery of any and all Creatives. In the case of termination, will pay Publisher all uncontested amounts due during the next billing cycle. The following Sections of the Agreement, and those which by their nature are ongoing obligations, shall survive any expiration or termination of this Agreement: 3, 6, 7, 8, 9, 10(ii) and 11 through 18.


8. Indemnification.

a) Publisher. Publisher hereby agrees to defend, settle and pay damages on behalf of and its officers, directors, agents, affiliates and employees associated with any and all third party claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) that may at any time be incurred by any of them by reason of any claims, suits or proceedings (i) arising out of any material breach by Publisher of any term, condition, representation or warranty under this or any other agreement with; (ii) relating to a contaminated file, virus, worm, or Trojan horse originating from Publisher’s Website (other than through a Creative supplied by, unless such Creative was modified by Publisher without the express written consent of; (iii) content on the Publisher Websites; or (iv) related to any violation of any intellectual property right or any other third party right, except for Creatives supplied by, unless such Creatives were modified by Publisher without the express written consent of  

b) hereby agrees to defend, settle and pay damages on behalf of Publisher and its officers, directors, agents, affiliates and employees associated with any and all Losses that may at any time be incurred by any of them by reason of any claims, suits or proceedings (i) arising out of a material breach by of any term, condition, representation or warranty under this Agreement ; (ii)relating to a contaminated file, virus, worm, or Trojan horse originating from Creatives or code supplied by; or (iii) related to any violation of any intellectual property right or other third party right in connection with Creatives supplied by  Notwithstanding anything to the contrary in this Agreement, shall not be obligated to indemnify Publisher or any other party to the extent a third party claim arises out of material modifications by Publisher to Creatives supplied by without the express written consent of

c) Indemnification Procedures. Any claim for indemnification hereunder shall be subject to the following provisions: (i) the indemnifying party shall be given prompt written notice of the claim by the indemnified party, provided that any delay in providing notice shall not relieve the indemnifying party of its indemnity obligations under this Agreement unless, and only to the extent, the indemnifying party was prejudiced by the delay; (ii) the indemnifying party shall have the right to control the defense and all negotiations relative to the settlement of any such claim, provided that no settlement admitting liability on the part of the indemnified party may be made without the express written consent of the indemnified party; and (iii) the indemnified party shall reasonably cooperate with the indemnifying party and its counsel at the indemnifying party’s cost and expense.

9. Confidentiality. Each party (“Discloser”) acknowledges that during the performance of its obligations under this Agreement, it may disclose Confidential Information (as defined below) to the other party (“Recipient”).  "Confidential Information" means information regarding Discloser’s trade secrets, personnel, products, customers, financial data, marketing and pricing strategies, services, business plans, methods, computer systems architecture, network configurations, any information which is governed by any now-existing or future non-disclosure agreement between the parties, and any other information which is or should reasonably be understood by Recipient to be of a confidential or proprietary nature.  Recipient agrees that it will not disclose any Confidential Information to anyone except an employee, agent or advisor (collectively, “Representatives”) who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this Section, and that it will not use Confidential Information for any purpose not permitted under this Agreement. Recipient will protect the Confidential Information in the same manner it protects its own confidential and proprietary information, but in no event shall such protection be less than a reasonable standard of care.

The foregoing obligations shall not apply to the extent Confidential Information must be disclosed by Recipient to comply with any requirement of law or order of a court or administrative body (provided that Recipient agrees to notify Discloser of the issuance of such order as soon as practicable, to reasonably cooperate with Discloser (at Discloser’s expense) in its efforts to convince the court or administrative body to restrict disclosure), and to disclose only the portion of such information that it is legally required to disclose. “Confidential Information” does not include information that: (ii) is known to or in the possession of Recipient prior to its disclosure to Recipient hereunder, as evidenced by the Recipient's written records; (iii) is or becomes known or generally available to the public through no act or omission of Recipient or its Representatives in breach of this Agreement; (iv) is made available free of any legal restriction to Recipient by a third party; or (iv) is independently developed by Recipient without use of or reference to Confidential Information. Notwithstanding anything to the contrary in this Agreement, may use and disclose any aggregate information (i.e. information that does not identify or relate specifically to Publisher), which it has collected or received in providing the service, to the extent necessary to perform, enhance or improve its services and/or for’s business and marketing purposes.

10. Marks Usage. Publisher authorizes to disclose its membership in the Network and grants a non-exclusive, worldwide, royalty-free right and license to use, reproduce and display : (i) Publisher’s Marks in connection with’s sales materials and presentations and as otherwise needed to perform its obligations under this Agreement; and (ii) Publisher’s Marks and statistics relating to the performance of a particular advertiser or agency’s Creative on the Publisher Website, to such advertiser or agency. Publisher may not disclose its membership in the Network or use’s Marks without the prior written consent of

11. Entire Agreement; Assignment. This Agreement, as and if amended, and the associated IPC, shall constitute the entire and only agreement between the parties regarding Publisher’s participation in the Network, and shall supersede all previous communications, representations or Agreements, whether written or oral between the parties relating to the services provided hereunder. Publisher may not assign this Agreement or any IPC without the prior written consent of, which consent shall not be unreasonably withheld. Any assignment by Publisher without such consent shall be void ab initio. This Agreement shall inure to the benefit of all permitted successors and assigns.

12. Representations and Warranties.

a) Both Parties. Each party represents and warrants to the other that (i) it has the full right, power, and authority to enter into this Agreement; (ii) the execution of this Agreement and performance of its obligations under this Agreement do not and will not violate any other agreement to which it is a party; and (iii) this Agreement constitutes a legal, valid and binding obligation when agreed to.

b) Publisher. Publisher represents and warrants that (i) it is legally authorized to place the Network Tags on the Publisher Website and to perform its obligations herein with respect to the Publisher Website; and (ii) it will conduct its business and fulfill its obligations under this Agreement in compliance with all applicable laws, statute, ordinance, rules and regulations relevant to the performance of its obligations under this Agreement.

c) represents and warrants that it (i) has all necessary licenses and clearances to use and permit Publisher to use the Network Tags and Creatives in the manner authorized by this Agreement, and (ii) will comply with all applicable laws, statute, ordinance, rules and regulations relevant to the performance of its obligations under this Agreement.

13. Modifications. shall have the right to change, modify or amend these Terms, in whole or in part, by posting revised Terms on its website at least five (5) days prior to the effective date of such change. Publisher's continued use of the Network after the effective date of such change shall be deemed Publisher's acceptance of the revised Terms.


15. Governing Law; Venue. This Agreement will be governed by and construed in accordance with the substantive laws of the State of New York without regard to its conflict of law principles. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts situated in the city of New York, New York in connection with any action arising between the parties.

16. Severability and Waiver; Captions. If any provision of this Agreement shall be held or made invalid or unenforceable by a court decision, statute, rule or otherwise, the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. Any waiver (express or implied) or delay by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. The captions appearing in this Agreement are inserted only as a matter of convenience. This Agreement shall be interpreted as if drafted jointly by the parties.

17. Force Majeure. Neither party will be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes (“Force Majeure”). 

18. Notices. Notices may be provided via e-mail, fax, or other written means and will be effective immediately. 



The following addendum supplements the Terms and applies only to delivery of Sponsored Listings Creatives available through the Sponsored Listings Network (“Sponsored Listings Network Addendum”). 

1. Definitions. 

Ad Template” means a unit or frame created by, to be populated by with one or more Sponsored Listings Creatives, to be served by for display to an end user visiting Publisher Pages. 

Branded Advertiser Interface” means an online interface designed by which contains Publisher’s Marks (and may be co-branded with’s Marks).

Sponsored Listings Administration Tool” means a proprietary user interface which will provide Publisher with access to for account management purposes.

2. Network Tags. Publisher will apply the Network Tags on, at minimum, the number of Impressions per month as specified in the IPC (if any). Publisher may not: (a) apply the Network Tags in a manner that will result in a Publisher Page being associated with more than: (i) one (1) Ad Template without’s prior written approval; (ii) one (1) pop-up window Ad Template; and (iii) one (1) pop-under window Ad Template. 

3. Sponsored Listings Creatives. may fill Impressions with Creatives offered by or by third party partners. All delivery shall be subject to frequency capping and targeting parameters established by, and Publisher agrees that may access, crawl, index and cache the Publisher Website or any portion thereof for such purposes. In order to maximize click-through rates, reserves the right to change the aesthetic attributes of the Ad Template. Such attributes may include, but are not limited to, background colors, borders, font types, font sizes, and font colors of the Sponsored Listings Creatives, as well as the number of Sponsored Listings Creatives to be included within the Ad Template. Publisher must ensure that substantially all of the Impressions of Publisher Pages are to end users located in the USA. Publisher must not copy, cache, store or otherwise keep in its possession or under its control the Ad Templates and/or any other key or index describing the relation between the URL of a Publisher Page and the Sponsored Listings Creatives contained in the related Ad Template, as clicks on Sponsored Listings Creatives served from cache will not be filtered or credited to Publisher.

4. Filtering. Publisher may use a procedure specified in the Sponsored Listings Administration Tool to filter up to twelve (12) competitors by URL or keyword, and the Sponsored Listings Creatives containing such URLs or keywords will not be displayed on Publisher Pages. 

5. Branded Advertiser Interface. If Publisher elects to utilize a Branded Advertiser Interface, Publisher will, in its reasonable discretion, use reasonable commercial efforts to market and promote the Branded Advertiser Interface. If Publisher has an “Advertise” section on Publisher’s homepage, Publisher will include a link to the Branded Advertiser Interface in its “Advertise” section. Advertisers that come through the Branded Advertiser Interface will be given the option to opt-into having their Ads served on other websites in the Sponsored Listings Network (other than the Publisher Pages). Advertisers that come through the Branded Advertiser Interface will sign up for’s standard terms and conditions. Publisher grants a limited, worldwide, royalty-free license to use and reproduce the Publisher Marks to create the Branded Advertiser Interface and to display on the Sponsored Listings Network website Publisher’s topics for sale, bid prices and approximations of impression volume, click-through rate and effective cost per thousand.

6. Payments to Publisher; Reporting. During each month, shall use reasonable commercial efforts to display through the Sponsored Listings Administration Tool an estimate of revenue earned by Publisher, including summaries of the number of impressions and click-throughs on Sponsored Listings Creatives but does not guarantee that these estimated amounts so displayed during a calendar month, if any, shall be precise or definitively due to be paid to Publisher as a result of this Agreement. 

7. Payments to In the event that Publisher elects to bill Sponsored Listings Network advertisers directly (“Publisher-Invoiced Advertisers”), shall have the right to offset the amounts due to from such Publisher-Invoiced Advertisers from the amounts owed by to Publisher pursuant to this Agreement (“Offset”). In the event that, in any given calendar month, the amount due to with respect to the Publisher-Invoiced Advertisers is greater than the Amounts owed by to Publisher for such month, will invoice Publisher for the difference, and Publisher shall pay to such amount within thirty (30) days of the end of the month with respect to which the invoice applies, including any applicable taxes or charges imposed by any governmental entity. As between Publisher and, Publisher shall be solely responsible for verifying the creditworthiness of, and collecting payments from, Publisher-Invoiced Advertisers. In the event Publisher fails to make timely payment to, Publisher will be responsible for all reasonable expenses (including attorneys' fees) incurred by in collecting such amounts. reserves the right to apply a service charge to any unpaid balance at the rate of 1.5% per month (but in no event more than the maximum rate allowed by law) for any fee or other amount not by the due date provided. 

8. Exclusivity. During the Term, Publisher agrees and acknowledges that shall be the exclusive provider of auction-based and/or contextual advertising services and services substantially similar to Contextual Targeting and PageMatch Targeting for all of the Publisher Pages on all of Publisher Websites. Publisher agrees that it will not run ads from other auction-based or contextual ad providers including but not limited to Google AdSense, Ebay AdContext, OutBrain, MSN AdCenter, Kanoodle/Pulse 360, Marchex/Industry Brains, AdBlade, ARAnet and Overture ContentMatch.

Last updated on January 10, 2014.