Interactive Media Sales - Perfomance Ad Network

Publishers Terms and Conditions

This document outlines the Agreement between Interactive Media Sales Ltd (IMS) and publishers that are members of its network. Implementation of IMS network tags on the publisher's site will be deemed as acceptance of the terms and conditions herein

IMS will :

Commercialise all of a publisher's approved inventory
Pay rates among the best available
Pay on time, every time
Use world-class ad-serving technology
Accept only quality advertising campaigns
Provide real-time reporting
Offer non-exclusive terms
Offer technical support
Help publishers deliver a positive experience for users

In return for this level of commitment, IMS requires the following from its publishers:

A minimum of 100,000 page views per month
A minimum of 0.1% click through rate (CTR)
Quality, fresh and appropriate content

1. Terms:

1. This Agreement may only be entered into by the legal owner of the website for which membership of the network is proposed.

2. This contract is non-exclusive, meaning that the publisher is free to use other networks in conjunction with IMS across its sites.

3. IMS may name publishers as being part of the network to clients where this is necessary to secure campaigns. However, IMS will make no commitment to clients of volumes with a given publisher unless such an arrangement is concluded first in writing between IMS and the publisher.

4. IMS reserves the right to make changes to these Terms & Conditions as it deems necessary and without notice.

2. IMS Network Membership:

1. Once approved to the IMS network, members are free to pause or re-continue the placement of their advertisement call tags as required.

2. IMS may suspend or terminate a publisher's membership at any time. Notice will be provided by email and will be effective immediately.

3. In particular, IMS reserves the right to terminate a publishers membership where it has reason to believe that the website in question no longer meets the minimum network requirements. This includes key metrics such as numbers of unique users, CTR and number of page impressions. It also includes significant modifications to editorial content.

4. Minimum CTR for membership of IMS is 0.1%. Other key network minimums are 100,000 monthly page impressions per site; the ability to geo target; and a unique user base of at least 5000 per month.

3. Payment:

1. IMS will pay the publisher 55% of sales revenue net of agency commission and ad-serving costs.

2. This will be paid on 75 days strict net. E.g., payment for impressions delivered in the month to the end of January will be paid for on or by the 15 April.

3. Payment will be made via the channel nominated by the publisher. Payments of less than £100 will be rolled over to the following month, or until the sum payable exceeds £100.

4. The publisher agrees to cover any costs associated with transfers of payment.

5. It is the publisher's responsibility to maintain up-to-date contact and payment details with IMS. Any loss of revenue or charges resulting from inaccurate contact details will be born by the publisher.

6. Where publisher issues invoices, these will be paid on the terms described above subject to invoice approval.

4. Content:

IMS will not pay for any ad impressions that it finds have been placed on websites containing the following :

1. Sites containing adult, extremist, offensive, violent, illegal or otherwise prohibited content.

2. Sites involved in activities such as pirating or hacking or any other activities that are illegal under UK law;

3. Sites knowingly containing viruses or any other destructive programming or device that could impair or injure any data, computer system of software;

4. Sites knowingly containing content that is defamatory, violates any right of privacy or publicity or constitutes a misrepresentation;

5. Sites knowingly infringing any Intellectual Property Rights or any other proprietary rights.

6. Sites knowingly violating any applicable laws or regulations, including without limitation, false or deceptive or comparative advertising laws, gaming and gambling laws, competition laws, and criminal laws;

7. Sites 'under construction' are prohibited from inclusion in the IMS network.

8. In respect of unlawful activity or content contributed to the site without the publisher's knowledge or awareness of its unlawfulness, the publisher operates a Notice and Take down policy that complies with applicable law (currently the Electronic Commerce (EC Directive) Regulations 2002).

All such content will not have passed the IMS approval process and its subsequent inclusion in a publisher site must be disclosed by the publisher to IMS in advance of this happening. Failure to comply with this requirement will result in IMS terminating the publisher's account immediately and without prior notice.

5. Fraud:

1. IMS actively and automatically monitors and audits its network for fraudulent activity on a 24 hour basis.

2. Payment will not be made where IMS suspects fraudulent publishing activities or lead generation by a publisher.

3. This includes the generation of forced or incentivised clicks, using spiders, robots and page auto-refreshing, or ad rotators or any other equivalent mechanism.

4. Such activity will lead to the immediate termination of the publisher's membership of IMS.

6. Tags:

1. Publishers will be provided with ad-server tags by IMS for the delivery of advertising across approved pages.

2. These tags must not be placed on pages other than those of the specifically-approved root domain of the site.

3. IMS tags must not be modified or altered in any way without the express written permission of IMS.

4. Failure to comply with this requirement may result in the non payment for ad impressions thus served by the publisher.

5. The publisher agrees to use the tag provided for displaying the advertisement no more than once per page view. Only one instance of each creative size may be placed per page view.

6. Stored images that are served to a web page from a location other than IMS's ad server will not count towards any payable statistic.

7. Ad content & Placement

1. In compliance with industry standards, advertising supplied by IMS must be placed where it is fully visible to the user on opening the page. This means above the fold and within view of the browser on loading.

2. IMS will not pay for any ad impressions that are found to have been delivered on a part of the page not visible on loading.

3. IMS ads may not appear in pages where an excessive amount of advertising appears. This means that one page view in a browser should display no more than one 468x60 or 728x90 banner, one sky 120x600 or 160x600, one rectangle (300x250) and two pop ups (includes sub sites/full screen window popunders).

8. Defaults:

1. Publishers acknowledge and agree that IMS will fill 100% of agreed advertising requests sent to its servers from IP addresses located in agreed territories with paying ads.

2. This offer is based on a maximum of 15 ad calls per unique user. If the publisher exceeds 15 ad calls per unique user, IMS will display alternative paying or default ads on the Publisher's website.

3. Publishers may supply default creatives to be served when there is no paying advertising unit available to be served by IMS.

4. IMS will not pay for the display of default advertisements but will cover the ad-serving costs.

5. No adult or offensive creative will be permitted as per IMS Content Criteria.

9. Reporting:

1. IMS will provide the publisher with a login to its ad-serving facility from where the publisher can manage its account.

2. In all cases, IMS's counting will be final and binding on campaigns run through its network.

Updated April 2009