Terms of Use

Trade House Media Limited ensures the highest standards must be met throughout the supply chain. This document, when incorporated into an insertion order, represents the parties’ common understanding for doing business.

 

Definition

“Ad” means any advertisement provided by Agency on behalf of an Advertiser.
“Advertiser” means the advertiser for which Agency is the agent under an applicable IO.
“Advertising Materials” means artwork, copy, or active URLs for Ads.
“Affiliate” means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity.
“Agency” means the advertising agency listed on the applicable IO.
“CPA Deliverables” means Deliverables sold on a cost per acquisition basis.
“CPC Deliverables” means Deliverables sold on a cost per click basis.
“CPL Deliverables” means Deliverables sold on a cost per lead basis.
“CPM Deliverables” means Deliverables sold on a cost per thousand impression basis.
“Deliverable” or “Deliverables” means the inventory delivered by Publisher (e.g., impressions, clicks, or other desired actions).
“IO” means a mutually agreed insertion order that incorporates these Terms, under which Publisher will deliver Ads on Sites for the benefit of Agency or Advertiser.
“Publisher” means the publisher listed on the applicable IO.
“Publisher Properties” are websites specified on an IO that are owned, operated, or controlled by Publisher.
“Network Properties” means websites specified on an IO that are not owned, operated, or controlled by Publisher, but on which Publisher has a contractual right to serve Ads.
“Policies” means advertising criteria or specifications made conspicuously available, including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with Publisher’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and Advertising Materials due dates.
“Representative” means, as to an entity and/or its Affiliate(s), any director, officer, employee, consultant, contractor, agent, and/or attorney.
“Site” or “Sites” means Publisher Properties and Network Properties.
“Terms” means these Standard Terms of Use.
“Third Party” means an entity or person that is not a party to an IO; for purposes of clarity, Publisher, Agency, Advertiser, and any Affiliates or Representatives of the foregoing are not Third Parties.
“Third Party Ad Server” means a Third Party that will serve and/or track Ads.

Editorial Adjacencies

Publisher acknowledges that certain Advertisers may not want their Ads placed adjacent to content that is:

  • Personally-identifiable or contains sensitive or personal information
  • Promotes sexual adult content or pornography or sexually suggestive themes
  • Violence, or the use of firearms or weapons
  • Contains obscene language
  • Harassment or hate speech
  • Content targeted at children under the age of 16
  • Shocking, offensive or misleading content
  • Alcohol, tobacco, illegal drugs or drug paraphernalia
  • Gambling
  • Stolen content, illegal downloads or copyright infringements

Publisher will use commercially reasonable efforts to comply with the Editorial Adjacency Guidelines with respect to Ads that appear on Publisher Properties, although Publisher will at all times retain editorial control over the Publisher Properties. For Ads shown on Network Properties, Publisher and Agency agree that Publisher’s sole responsibilities with respect to compliance with these Editorial Adjacency Guidelines will be to obtain contractual representations from its participating network publishers that such publishers will comply with Editorial Adjacency Guidelines on all Network Properties and to provide the remedy specified below to Agency with respect to violations of Editorial Adjacency Guidelines on Network Properties.

Should Ads appear in violation of the Editorial Adjacency Guidelines, Advertiser’s sole and exclusive remedy is to request in writing that Publisher remove the Ads and provide makegoods or, if no makegood can be agreed upon, issue a credit to Advertiser equal to the value of such Ads, or not bill Agency for such Ads.

In cases where a makegood and a credit can be shown to be commercially infeasible for the Advertiser, Agency and Publisher will negotiate an alternate solution. After Agency notifies Publisher that specific Ads are in violation of the Editorial Adjacency Guidelines, Publisher will make commercially reasonable efforts to correct such violation within 24 hours. If such correction materially and adversely impacts such IO, Agency and Publisher will negotiate in good faith mutually agreed changes to such IO to address such impacts. Notwithstanding the foregoing, Agency and Advertiser each acknowledge and agree that no Advertiser will be entitled to any remedy for any violation of the Editorial Adjacency Guidelines resulting from:

  1. Ads placed at locations other than the Sites, or
  2. Ads displayed on properties that Agency or Advertiser is aware, or should be aware, may contain content in potential violation of the Editorial Adjacency Guidelines.
    For any page on the Site that primarily consists of user-generated content, the preceding paragraph will not apply. Instead, Publisher will make commercially reasonable efforts to ensure that Ads are not placed adjacent to content that violates the Site’s terms of use.

Advertiser’s and Agency’s sole remedy for Publisher’s breach of such obligation will be to submit written complaints to Publisher, which will review such complaints and remove user-generated content that Publisher, in its sole discretion, determines is objectionable or in violation of such Site’s terms of use.

 

Non-Human or Invalid Traffic and Deceptive Traffic Generation Practices

Trade House Media will not work in any capacity with a Publisher that is involved in some or all of the following methods of generating traffic:

  • Generating traffic by non-human or fraudulent means, such as botnets, malware, adware, click farms, virtual machines or other methods of non-human traffic not yet identified
  • Obfuscate or otherwise mask the referrer URL
  • Artificially inflated impressions or clicks
  • Aggressive means of arbitrage, resulting in a poor user experience
  • Advertising that circumvents user choice (such as bypassing ad blocking tools)
  • Making changes to an end users device without their knowledge or consent
  • Hidden, stacked or popunder ads