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Terms & Conditions

Media Trust Performance Exchange Advertiser Terms and Conditions

The following terms and conditions, together with the Media Trust Privacy Policy ("Privacy Policy") constitute the binding legal agreement (this "Agreement") by and between Media Trust Performance Marketing ("Company") and you ("Advertiser," "You" or "Your"), the user of both the Media Trust website (the "Website ") and the Media Trust Performance Exchange (the "Performance Exchange"). You agree to use the Website, the Performance Exchange and any additional products and/or services offered by Company in accordance with this Agreement. Company reserves the right to make changes to the Website, the Performance Exchange and the terms and conditions of this Agreement at any time. The latest Agreement will be posted on the Website. Your continued use of the Website and/or the Performance Exchange after any such modification and notification thereof shall constitute Your consent to such modification. Therefore, You should regularly check the Website for updates and/or changes. If You do not agree to the terms and conditions contained within the Agreement in their entirety, You are not authorized to register as an Advertiser, or use the Performance Exchange and/or Website.

The Media Trust Performance Exchange

1. The Company maintains a scalable performance based bid system advertising Platform that provides a detailed bidding system, campaign creation and reporting. Advertisers work via the Performance Exchange to deliver ads across the Performance Exchange Network. Your use of the Performance Exchange is subject to the prior approval of Company, and once approval is obtained, You are considered a member of the MediaTrust Performance Exchange (the "Performance Exchange"). As an advertiser, You can create ads, bid on ads in the Performance Exchange, and view reporting. If your Ads have the winning bid for a category, your Ad will be delivered to the consumer via the MediaTrust network of publishers via your selected traffic type(s) which may include email, or other traffic types as designated by you, including, but not limited to, website display, search, and offer wall based content. MEDIATRUST DOES NOT REPRESENT OR WARRANT THE QUALITY OF TRAFFIC DELIVERED TO ADVERTISER, NOR HOW MUCH OF A LISTING IS DISPLAYED ACROSS THE NETWORKS, AND DOES NOT GUARANTEE ANY RETURN ON INVESTMENT.

2. Campaign Reference. A Campaign generally consists of the Advertiser-selected Ad, budget, start and stop date(s), and if/as applicable, category and geo-targeting selection(s). Subject to MediaTrust approval, the Ad will be as specified by Advertiser elsewhere in the Performance Exchange account application, including the clickthrough URL provided by Advertiser; MediaTrust shall review and if necessary modify Advertiser's category selection and length of requested Ad to ensure consistency with MediaTrust policies and procedures. Through its Performance Exchange account, Advertiser may control the length of each Campaign through the ability to halt and recommence campaign activity. Campaigns generally begin within two (2) business days of campaign-set up and deposit of funds.

3. Payment and Refund Policy.

   1. Payment: When Advertiser selects a Cost Per Click (CPC) based Ad Category, Advertiser shall pay MediaTrust no more than the maximum bid amount per click (or other type of redirect as Advertisers may opt into on various Performance Exchange categories and campaigns) for each click on Advertiser Ad during the Campaign. Payment obligation is based solely on the number of clicks and redirects multiplied by the amount Advertiser bid to pay for each click or redirect, and not Advertiser's ability to convert clicks or redirects to sales, registrations or other user actions. The budget for the Campaign shall be the amount Advertiser specified elsewhere in the Performance Exchange. Advertiser's full payment for every Campaign is due immediately upon commencement of each Campaign and may be made through the following major credit cards (Visa and Mastercard) and other payment vehicles offered on Performance Exchange. Note that the Performance Exchange only processes payments in United States Dollars. Evidence of payment transactions are displayed on-screen while the Advertiser is using the Performance Exchange Website. With respect to the amount of the credit recorded in the Advertiser's account, if there are any discrepancies between the on-screen display and Company accounting records, it is the latter which will prevail.

   2. Issue in receipt of advertiser funds: If MediaTrust is unable to successfully collect Advertiser's payment, MediaTrust may, at its sole discretion and in addition to any other remedies available to it under this Agreement and any and all applicable laws, suspend or terminate Advertiser's Performance Exchange account. Advertiser shall be responsible for the payment of any and all owed charges and/or fees incurred while using Performance Exchange from any credit chargeback due to improper information provided to MediaTrust. All credit transactions processed by MediaTrust are checked against records with the card issuing bank. If the Advertiser is not recognized by the bank as an authorized user, all funds generated by the transaction will be considered invalid. NO EXCEPTIONS. Advertiser's should use their own authorized credit cards. MediaTrust reserves the right not to process all transactions, and to reverse transactions for any person who does not provide the required information to confirm their identity.

   3. Request for Refund, Chargeback, or Credit: Any demand for a chargeback, credit or refund for a product or Network service shall be tendered in electronic writing to MediaTrust at accountspayable@mediatrust.com within the period specified in the addendum attached hereto (which period shall not exceed thirty (30) calendar days of payment by Advertiser to MediaTrust and which period shall be set at thirty (30) calendar days of payment by Advertiser to MediaTrust if no specific time period is otherwise provided) and shall be subject to investigation by MediaTrust at its sole discretion. MediaTrust shall not be obligated to investigate, chargeback, credit or refund after the periods referenced. Advertiser shall cooperate with any reasonable MediaTrust request for information pursuant to investigation over demands for any chargeback, credit or refund. Refunds, chargebacks, and/or credits are not guaranteed and are up to the discretion of MediaTrust on a case by case basis. Refunds will be issued if an error in the amount submitted was made by MediaTrust's credit card processing system. Should the Advertiser not be satisfied and wish to discontinue service with MediaTrust, they can cancel at any time by providing (5) days prior written notice to the Company as stated in the Termination policy (section 10) and MediaTrust will provide a refund of their remaining balance.
      If chargeback or refund is granted, MediaTrust will send electronic written notice confirming the refund or chargeback amount. If credit card payment is declined due to theft or other declined reason, MediaTrust will not be able to issue refunds or chargebacks on the card and new credit card information should be provided by the advertiser. ADVERTISER AGREES TO PROMPTLY PAY ALL AMOUNTS BILLED AND INVOICED BY MEDIATRUST IN GOOD FAITH, NOTWITHSTANDING ADVERTISER'S CHALLENGE TO SOME OR ALL OF A PARTICULAR INVOICE. MEDIATRUST SHALL PROMPTLY INVESTIGATE AND, BASED ON ITS REASONABLE FINDINGS, ISSUE A CHARGEBACK, CREDIT OR REFUND, AS IT DEEMS APPROPRIATE IN ITS SOLE REASONABLE DISCRETION. ADVERTISER UNDERSTANDS THAT SOME INVESTIGATIONS MAY REQUIRE OBTAINING DATA FROM THIRD PARTIES WHICH MAY REQUIRE SEVERAL WEEKS.

4. Representations and Warranties of Advertiser. Advertiser is solely responsible for the content of the Ad and any content, products, and/or services associated with the Campaign, including the content and operation of any Web pages associated with Campaign (together, the "Advertising Content"). Advertiser is solely responsible for any and all liabilities, losses, costs, claims, and expenses arising out of or relating to the Advertising Content. Advertiser warrants and represents that: (a) Advertiser owns and/or has the right and authority to permit the use, reproduction, distribution, and transmission of the Advertising Content; (b) the Advertising Content (1) is factually accurate, (2) does not contain any fraudulent or deceptive materials, and (3) does not contain any material which misrepresents or defames any individual or group, nor any material which discriminates against persons on the basis of age, color, national origin, race, religion, sex, sexual orientation, handicap, or other prohibited basis; (c) the Advertising Content does not promote or make claims that are not easily provable, nor do they falsify the Ad or message being communicated; (d) any consumer-related data collected pursuant to this Agreement, such as but not limited to an email address, shall comply with all applicable terms of service, foreign, state and federal law governing the collection and use of such data; (e) the use, reproduction, distribution, or transmission of the Advertising Content does not violate any foreign or domestic, federal, state, or local law regulation or code, including the CAP Code in the U.K. or similar codes governing standards of practice, or any rights of any third party, including but not limited to, any copyright, patent, trademark, trade secret, or other proprietary or property right, or constitute false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, or any other right of any person or entity. If the Advertising Content is subject to specialized law and regulation, such as but not limited to the U.S. Securities Act of 1933, as amended; the U.S. Securities Exchange Act of 1934, as amended; the U.S. Federal Food, Drug and Cosmetic Act of 1938, as amended; or the U.K. Financial Services and Markets Act 2000 (or such other legislation as may most closely replace it), Advertiser warrants and represents it is a member duly licensed and in good standing in its regulated community, fully expert in and compliant with the law(s), regulation(s) and any additional rules or guidelines which MediaTrust may issue applicable thereto. Advertiser represents and warrants that it shall access the PERFORMANCE EXCHANGE solely and exclusively to manage its account with MediaTrust and shall not share, transfer or assign its access information to any third party. Advertiser shall not use any automated or unauthorized means to access its account or PERFORMANCE EXCHANGE content and shall not share, disseminate or monitor the PERFORMANCE EXCHANGE or content of the PERFORMANCE EXCHANGE for any purpose not explicitly granted in this Agreement; (f) it shall be responsible for any tracking error which occurs as a result of Advertiser's action or inaction in performance of this Agreement (by way of example and not by way of limitation, if Advertiser accidentally causes a pixel to activate or otherwise confirm a transaction, it shall be liable to pay for each resulting action); (g) it is a business duly organized and in good standing in its state or province of creation or incorporation, and has full power and authority to execute and be fully bound by the terms of this Agreement; and (h) it will not hold MediaTrust or its affiliates liable or responsible for the activities of visitors who come to Advertiser's website (s) through a link or redirect provided from MediaTrust and/or an affiliate.

5. Representations and Warranties of MediaTrust. MediaTrust warrants that: (1) it is a corporation duly organized and has full power and authority to enter into this Agreement; (2) the delivery of Advertiser's Campaign complies with applicable law, including but not limited to the U.S. CAN-SPAM Act of 2003, and the U.K. Data Protection Acts of 1984 and 1998, and each of the regulations promulgated pursuant thereto; and (3) creatives and content used by MediaTrust in Advertiser's Campaign (i) are owned or validly licensed for use by MediaTrust, or are in the public domain; (ii) will not be used in a manner constituting defamation, libel or patently offensive obscenity; and (iii) will not infringe, dilute, misappropriate or otherwise violate any copyright, patent, trademark, trade secret or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of, any person or entity, including rights of privacy and publicity.

6. Operation of Bidding System. In the Performance Exchange CPC bidding system, Advertiser is agreeing to a maximum CPC bid price denominated in United States Dollars. When Advertiser is the winning bidder for the display of Advertiser's Ad, the winning CPC bid price may be below the Advertiser's maximum CPC bid price, and shall not exceed Advertiser's maximum CPC bid price.

7. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL MEDIATRUST BE LIABLE TO ADVERTISER UNDER ANY CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS, REVENUE OR DATA IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT, EVEN IF MEDIATRUST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES ARE FORESEEABLE. TO THE FULLEST EXTENT PERMITTED BY LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE TOTAL AGGREGATE LIABILITY FOR MEDIATRUST ARISING UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY ADVERTISER TO MEDIATRUST FOR THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE. EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

8. Indemnity. Advertiser shall defend, indemnify and hold MediaTrust, and its directors, officers, representatives, agents, and subsidiaries harmless from and against any judgment, loss, damage, claim or expense arising out of any breach of any representation or warranty of Advertiser set forth herein, including reasonable attorneys' fees. MediaTrust shall defend, indemnify and hold Advertiser harmless from and against any judgment, loss, damage, claim or expense arising out of MediaTrust's breach of this Agreement. Any proposed settlement or resolution of any claim (whether having been finally adjudicated or otherwise) that is subject to the indemnification obligations set forth herein shall be subject to the prior written approval of MediaTrust, in its sole discretion, if such settlement or resolution results in any further obligation or liability for MediaTrust.

9. Disclaimer of Warranties. OTHER THAN AS EXPRESSLY STATED HEREIN, MEDIATRUST MAKES NO REPRESENTATIONS, AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING MEDIATRUST'S ADVERTISING PROGRAM OR NETWORK, THE FUNCTIONALITY OR AVAILABILITY OF THE PERFORMANCE EXCHANGE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND INCLUDING ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MEDIATRUST SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING (A) THE NUMBER OF PERSONS WHO VIEW AN AD UNIT, (B) ANY BENEFIT ADVERTISER MIGHT OBTAIN FROM HAVING AN AD ADVERTISED HEREUNDER, AND (C) THE ERROR-FREE, DISRUPTION-FREE OR INTERRUPTION-FREE NATURE OF THE SERVICES PROVIDED BY MEDIATRUST HEREUNDER.

10. Termination. The Agreement may be terminated by You upon 24 hours prior written notice to Company. Company reserves the right to terminate any Advertiser, Campaign and/or Ad for any reason. Termination notice may be provided via e-mail or any other public means and will be effective immediately. Upon receipt of such termination notice, Advertiser agrees to immediately cease using the Performance Exchange. In the case of termination, all moneys due to MediaTrust that are not subject to dispute will be paid during the next billing cycle as set out in this Agreement.

11. Survival of Obligations. The term of this Agreement shall begin on the date Advertiser's application to open a Performance Exchange account is accepted by MediaTrust and Advertiser PerformanceExchange account login is established. This Agreement may expire or terminate as described herein. The terms of Paragraphs Three and Seven through Nine shall survive any termination or expiration of this Agreement, and Advertiser's obligation to make payments to MediaTrust under this Agreement for services rendered before the date of termination or expiration shall survive any termination or expiration of this Agreement.

12. Force Majeure. Except as otherwise expressly stated in this Agreement, neither party shall be liable in damages for any delay or default in performance of this Agreement if such delay or default is caused by unforeseen conditions beyond the reasonable control of the delaying or defaulting party, including acts of God, restrictions by a government authority, wars, revolutions, strikes (other than any strike by the delaying or defaulting party's employees), fires, floods, earthquakes, embargoes, or degradation of telephone or other communications services, including but not limited to, degradation of all or part of an Internet backbone.

13. Waiver. Failure by either party to enforce at any time or for any period of time any provisions of this Agreement shall not be construed as a waiver of such provisions, and shall in no way affect a party's right to later enforce such provisions.

14. Severability. In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable by a court of law, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced if possible by a mutually acceptable provision, which being valid, legal and enforceable, comes closest to the intention of the Parties underlying the invalid, illegal or unenforceable provision.

15. Miscellaneous. MediaTrust and Advertiser are independent contractors and neither party is an agent, representative, or partner of the other. MediaTrust may modify the terms and conditions of this Agreement upon notice to Advertiser. This Agreement may only be modified, or any rights under it waived, by an agreement executed by both parties or published by MediaTrust on the Performance Exchange Website and executed or acknowledged by Advertiser. Electronic signature or acknowledgement, including entering password and continued use after notice of modification or amendment, shall have the same force and effect as a handwritten signature. Advertiser may not assign or delegate this Agreement, in whole or in part. Nothing in this Agreement shall constitute or create a joint venture, partnership or any other similar arrangement between the parties. Notices to MediaTrust under this Agreement shall be transmitted via overnight courier to: General Counsel, MediaTrust, Inc., 855 N. Douglas Street, 2nd floor, El Segundo, CA 90245.