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Terms & Conditions

MediaTrust's Terms & Conditions

The following terms and conditions constitute the binding legal agreement (this "Agreement") by and between MediaTrust Performance Marketing ("Company") and you ("Publisher," "You" or "Your"), the user of both the MediaTrust website (the "Website ") and the MediaTrust Performance Exchange (the "MTPX"). You agree to use the Website, MTPX and any additional products and/or services offered by Company in accordance with this Agreement. If You do not agree to the terms and conditions contained within the Agreement in their entirety, You are not authorized to register as a Publisher, or use the MTPX and/or Website.

The Company maintains a scalable performance based bid system advertising Platform that provides a detailed bidding system, campaign creation and reporting. Company uses its own advertisements alerting consumers to opportunities in various product verticals ("MTPX Ad"). Advertisers work via the MTPX to receive click-throughs from the MTPX Ad's in their product vertical. MTPX Ads are made available on the MTPX ("Currently Available Ads") for distribution by publishers via various traffic channels such as email, display ads etc. ("Traffic Channel").

1. Distribution of MTPX Ads
1. Your use of the Platform is subject to the prior approval of Company, and once approval is obtained, you are considered a member of the MTPX. Company reserves the right to withhold approval of membership in the MTPX for any reason whatsoever. The scope of Your membership in the MTPX is limited to the specific Traffic Channels specified by Company. Publisher may only access the MTPX to distribute Currently Available Ads as provided herein. Publisher may only distribute Current Available Ads via the Traffic Channel(s) approved by Company and any time, frequency or other restrictions that may be stated in connection with the MTPX – including replacement or any modification whatsoever. . Publisher understands that it is its responsibility to monitor and adhere to all conditions that apply to any MTPX Ad. Failure to adhere to any such restrictions will result in non-payment for offending activity and may result in suspension or termination from the MTPX.
2. Publisher represents and warrants to stay within daily campaign cap limitations. All campaigns will have daily caps associated with them and will vary by campaign. An email alert will be sent to the primary email address as designated by you in your MediaTrust account when you are at 90% of your campaign volume cap and another when you have reached your cap limit. MediaTrust reserves the right to withhold or reduce payment for actions in excess of the volume cap.
3. Publisher represents and warrants to not to materially alter or change creative content provided by MediaTrust. Failure to comply will result in termination of Publisher's account and forfeiture of all fees associated with Publisher's account. Publisher represents and warrants that it shall not, without the prior, written consent of Company: (i) modify Publisher Content and/or Ads so that it appears, in Company's sole discretion, that such Publisher Content is offered by Company and/or an Advertiser(s); or, (ii) alter, modify or change in any manner any Ads; provided that Publisher may, without prior approval, change the font typeface, font style, and font size of the text within Ads for the sole purpose of matching the font in Publisher Content. Such activity is expressly prohibited and a material breach of this Agreement. Request for approval of modifications of any Ads should be sent to PublisherSupport@MediaTrust.com.
4. Publisher acknowledges that Publisher is prohibited from displaying via the MTPX , Publisher Content that may, in the sole opinion of Company: (A) violate any law, give rise to criminal or civil liability or infringe any copyright, patent, trademark or service mark, trade secret rights or any other personal, moral, contract, property or privacy right of any third party (collectively "Unlawful Content"); (B) contain or promote viruses, obscene, abusive, violent, bigoted, hate-oriented, cracking, hacking, or warez content or conduct (collectively "Offensive Content"); or (C) encourage conduct that would constitute Unlawful Content or Offensive Content. Publisher represents and warrants that during the term of this Agreement that Publisher Content shall not contain either Prohibited Content or Offensive Content.
5. Publisher agrees to the MediaTrust Compliance Code of Conduct and acknowledges, represents and warrants that: (i) you have received and read the MediaTrust Performance Marketing Compliance Code of Conduct and agree to comply with the MediaTrust Performance Marketing Compliance Code of Conduct or disclose to MediaTrust Performance Marketing any of your practices that do not comply with the Compliance Code of Conduct; (ii) you and your affiliates and subcontractors, will comply with all applicable U.S. federal and state laws, regulations, rules, ordinances, and industry standards and guidelines relating to the collection, use, processing, and transfer of leads or clicks purchased by MediaTrust Performance Marketing, including but not limited to the Federal CAN-SPAM Act of 2003, the Gramm-Leach-Bliley Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Federal Trade Commission Telemarketing Sales, the Higher Education Act of 1965, Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g, and regulations hereunder at 34 CFR Part 99, and any amendments thereto, and any regulations promulgated hereunder; (iii) none of your operations or compensation practices have been questioned by or commented on by the US Department of Education or any state licensing or authorizing agency or accrediting agency or any other regulatory body; (iv) you have not provided any commission, bonus, or other incentive payment to any person or entity, based directly or indirectly on success in securing enrollments in any education institution or financial aid for to pay tuition or any costs of education; and (v) you agree to follow the Direct Marketing Association's (DMA) best practices guidelines (www.thedma. org/antispam/EmailBPFINAL.pdf), as well as comply with the Children's Online Privacy Protection Act of 1998, a copy of which can be found at www.ftc.gov/ogc/coppa1.html.
2. Campaign Monitoring
1. The Company actively monitors traffic for fraud. If fraud is detected, Publisher's account will be made aware of the activity and The Company will investigate. It is Publisher's responsibility to prove that it is not committing fraud. The following signs of fraud will be investigated: (i) have click-through rates that are much higher than industry averages and where solid justification is not evident to the reasonable satisfaction of The Company; (ii) have ONLY click programs generating clicks with no indication by site traffic that it can sustain the clicks reported; (iii) have shown fraudulent leads as determined by the Advertisers; (iv) have much higher conversions per click rates than industry averages and where solid justification is not evident to the reasonable satisfaction of The Company; (v) use of fake redirects, automated software, and/or fraud to generate Events from the Campaigns and/or steal other Publishers' commissions by replacing or modifying Publisher tracking codes/cookies.
2. If Publisher fraudulently adds Events (through pre-population of forms, use of Media not explicitly approved by The Company in writing, or use of other mechanisms not approved by the Company), as determined solely by The Company, Publisher may forfeit its entire commission for all Campaigns and its account may be terminated. In addition, in the event that Publisher has already received payment for fraudulent activities, The Company reserves the right to seek credit or remedy from future earnings or to demand re-imbursement from Publisher. If Publisher is notified that fraudulent activities may be occurring on its Website, and Publisher fails to take prompt action to stop the fraudulent activities, then, in addition to any other remedies available to The Company, Publisher shall be responsible for all costs and legal fees arising from these fraudulent activities.
3. MediaTrust validates, accepts and pays for only valid clicks in our CPC network. Eliminating invalid clicks improves overall traffic quality, which in turn increases the sustainability and overall value of MediaTrust publishers' traffic and payouts. Clicks are deemed valid unless they meet one or more of the criteria below as determined by MediaTrust proprietary methods and supported by 3rd party tools and data. Invalid clicks are: (i) clicks occurring within the same session within the prescribed period of time; 1 click per unique IP per 24 hours; (ii) any clicks generated outside the geo-targeted region as designated per campaign.; (iii) incentivized clicks (unless approved by exception); (iv) clicks that demonstrate non-human behavioral trends, including but not limited to clicks from IPs that have been previously identified to be responsible for producing invalid traffic and clicks from bots.
3. Warranties
1. Publisher represents and warrants that it will adhere to the following in executing this Agreement: that it will comply with all conditions applicable to MTPX Ads and abide by Company's Email Guidelines and Compliance Code of Conduct, which are hereby incorporated into this Agreement by reference. Publisher further represents that:
1. it shall offer Ads and Publisher Content under this Agreement in compliance with all federal, state and local laws and regulations, including, but not limited to, the CAN-SPAM Act of 2003 and Section 5 of the FTC Act and Publisher Content does not, and will not during the term of this Agreement, contain any Prohibited Content or Offensive Content.
2. Publisher represents and warrants that it shall not spoof, obfuscate, re-direct traffic in order to make it more difficult for Company to identify which of Publisher's approved Traffic Sources generate a particular Action.
3. Publisher represents and warrants that it shall not use brokers or third parties ("Sub-Publisher") to deliver advertisements on their behalf unless: (i) Publisher provides Company with a complete list of Sub-Publishers that it intends to contract with, and lists the specific Traffic Source(s) that each Sub-Publisher will use on the Network; (ii) Company grants Publisher written permission that lists each Sub-Publisher contracted on Publisher's behalf as well as the approved Traffic Source(s) for each applicable Sub-Publisher; (iii) Publisher provides each Sub-Publisher with a copy of this Agreement; (iv) each Sub-Publisher contractually represents and warrants that they shall act in compliance with the terms and conditions of this Agreement; (v) each Sub-Publisher agrees to fully and completely indemnify Publisher for all damages arising from their breach of any of the obligations set forth herein; (vi) each Publisher agrees to fully and completely indemnify Company for all damages arising from its Sub-Publisher's breach of any of the obligations set forth herein; and (vii) Publisher has both the right and the ability to terminate distribution with any such Sub-Publisher on not more than 24 hours notice. As between Company and Publisher, Publisher is solely responsible for any and all liability arising from a breach of these obligations by any such Sub-Publisher.
4. Publisher recognizes that Company has proprietary relationships with its Advertisers and employees, and Publisher represents and warrants that it shall not solicit, induce, recruit, encourage, directly or indirectly, any Advertiser or MediaTrust employee for purposes of offering products or services that are competitive with Company (including the provision of advertising inventory) nor shall Publisher contact such Advertisers for any purpose, during the term of Publisher's membership in the Network and for the 90 day period following termination of Publisher's membership in the Network. Any attempt by Publisher to directly contact or solicit an Advertiser will, at Company's sole discretion, be considered a material breach of this Agreement.
5. Publisher represents and warrants that it shall not induce visitors or subscribers to click on Ads based on incentives (including, without limitation, cash, lotteries, points, prizes and contest entries or other rewards) without prior written approval from Company.
6. Publisher represents and warrants that it shall not alter, copy, modify, take, sell, re-use, or divulge any Network computer code, except as is necessary to participate in the Network as specified in this Agreement.
7. Each party represents and warrants to the other that (i) it has the full right, power, legal capacity, and authority to enter into, deliver and fully perform under this Agreement; (ii) neither the execution, delivery, nor performance of this Agreement will result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation or law to which such party is bound; (iii) for international campaigns authorized hereunder, each party further warrants that it is familiar with the applicable law and best practice standards for such jurisdiction; (iv) such party acknowledges that the other party makes no representations, warranties, or agreements related to the subject matter hereof that are not expressly provided for in this Agreement.
8. 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 MTPX, 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.
4. Tracking and Payment
1. Payment for traffic to MTPX Ads may be based on the number of impressions, unique clicks or on a per action basis (collectively "Actions"). Company shall have the sole responsibility for calculation of statistics for all Actions which shall be made available to Publisher on the MTPX website. Publisher understands that Company's online statistics may not be 100% accurate and that Company may make adjustments to Publisher's online statistics at the end of each calendar month to account for, among other things, specific contractual provisions (e.g., bonuses) and statistical errors. In the event Publisher disagrees with any such calculation, a written request should be sent immediately to Company, in any event no later than 10 days after the end of the month, and provide any data as to its calculation of the Actions. Where there is a difference of ten percent (10%) or more, Company will provide Publisher with a reviewed audit of the numbers, which shall be final and binding on the parties.
2. If Traffic Quality, as determined by Company in its sole discretion, is found to be below the Company standards, a publisher may be asked to halt traffic to that campaign via written or oral notice. Publisher must take immediate action to reduce campaign volume and cease all traffic within forty-eight (48) hours of the request to halt, after which Company reserves the right to terminate all tracking links to campaign and withhold any payment for any subsequent traffic (and/or any increase in traffic occurring during the 48 hour notice period) to the halted campaign.
3. Payment for Actions will be made based upon the rate type as outlined on the MTPX for a particular MTPX Ad, and depending on the Currently Available Ads selected by Publisher. IT IS THE PUBLISHER'S SOLE RESPONSIBILITY TO CHANGE ADS IN HIS OR HER PUBLICATION WHEN A CAMPAIGN IS NO LONGER ACTIVE IN THE NETWORK (i.e., THE CAMPAIGN HAS NO UNITS REMAINING FOR DELIVERY). COMPANY ASSUMES NO RESPONSIBILITY TO NOTIFY A PUBLISHER WHEN AN AD IS NO LONGER ACTIVE IN THE NETWORK. Company reserves the right, in its sole discretion, to change the Payout Rate on any Ads selected by Publisher which are delivered on Publisher's Web Site or in Publisher's Email publications based on performance metrics. Publisher will be notified in writing (email notification) of any such rate changes. Publishers will be paid at the account level. If You have more than one account, each account is evaluated independently for purposes of payment. NOTWITHSTANDING THE FOREGOING, PUBLISHER UNDERSTANDS AND AGREES THAT FOR PURPOSES OF COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, COMPANY RESERVES THE RIGHT TO EVALUATE ALL PUBLISHER ACTIVITY ON THE NETWORK, INCLUDING ACTIVITIES GENERATED UNDER SEPARATE ACCOUNTS. Payment will be made on or about the 30th day after the end of the month in which such payments were earned by Publisher. No checks will be issued for any amounts less than $100 U.S.D. All un-issued payments will rollover to the next pay period. Company, reserves the right to delay and/or withhold Bounty for Actions which Company has reason to believe, in the sole discretion of Company, were obtained in violation of this Agreement or to offset any past due liability to Company. To insure timely, accurate payment of Bounty, Publisher must notify Company by contacting his or her account manager in writing and/or by emailing publishersupport@mediatrust.com in the event that Publisher changes any of the following: (i) Publisher's contact information, including change of address, phone, email address, entity type or name, new company, tax id etc; (ii) that Publisher has a reasonable belief that it may be unable to meet any of the Minimum Requirements outlined in Paragraph / Section 7 of this Agreement; or (iii) any other information which may affect payment.
5. Limitation of Liability
   EXCEPT AS PROVIDED BELOW WITH RESPECT TO INDEMNIFICATION, UNDER NO CIRCUMSTANCES WILL MEDIATRUST BE LIABLE TO 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.
6. Indemnification
   Publisher is solely responsible for any and all legal liability arising out of or relating to (i) Publisher Content(s) and/or (ii) any content or material to which users can link through via Publisher Content (other than links provided through an Ad). Publisher hereby agrees to indemnify, defend and hold harmless Company and its officers, directors, agents, affiliates, Advertisers and employees from and against all claims, actions, damages, liabilities, losses, costs and expenses (including reasonable attorneys' fees and the cost of indemnifying third parties) arising out of or related to: (a) libel, defamation, violation of right of privacy or publicity, breach of contract, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with Publisher Content; (b) any breach by Publisher of any duty, representation or warranty under this Agreement, including but not limited to breach of any of Publisher's Warranties outlined in Section 2 of this Agreement; (c) a contaminated file, virus, worm, or Trojan horse originating from the Publisher Content (other than through an Ad); and, (d) the acts and/or omissions of any Sub-Publishers (defined below). Company shall indemnify, defend and hold Publisher harmless from and against any and all claims allegations, liabilities, costs and expenses (including reasonable attorneys' fees) by third parties arising out of any actual infringement of intellectual property rights resulting from Publisher's display of the Ad in connection with any Campaign, so long as Publisher's display of such Ad is in accordance with the terms and conditions of this Agreement.
7. Modification and Termination
1. The Agreement may be terminated by You upon two business days' prior written notice to Company. 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. Company reserves the right to terminate any Advertiser, Campaign and/or Ad for any reason. Company also reserves the right to terminate any Publisher's relationship with the Network for any reason whatsoever. Termination notice may be provided via e-mail or any other public means and will be effective immediately. Upon receipt of such termination notice, Publisher agrees to immediately cease using the MTPX, including, but not limited to, removal of Ads, codes and/or site links from Publisher's Web Site, Email publication(s) and other Traffic Sources. In the case of termination, all moneys due to Publisher that are not subject to dispute (e.g., allegations of fraud, non-U.S. traffic, multiple Actions via the same IP address) will be paid during the next billing cycle as set out in this Agreement.
2. Company may modify this Agreement at any time by posting an amended agreement on the MTPX and providing email notice to Publisher. Unless Publisher terminates the Agreement as set forth herein, such amendment will take effect seven (7) days after the amended agreement was posted on the MTPX.
8. Dispute Resolution
   This Agreement, including but not limited to the relationship between Company and Publisher will be governed by, and construed in accordance with, the laws of the State of California (excluding Section 1283.1 of the California Code of Civil Procedure.) without regard to its laws or regulations relating to conflicts of laws. Any and all disputes or controversies whether of law or fact of any nature whatsoever arising from or respecting the Agreement shall be decided by confidential arbitration by the American Arbitration Association ("Arbitrator"), in accordance with the then current Commercial Rules of the Arbitrator. Arbitration shall take place in Los Angeles, California. . Unless otherwise agreed by the parties, the arbitration panel shall consist of one arbitrator chosen in accordance with the AAA. Any such arbitrator shall be knowledgeable in the subject area in which the dispute arises. Each party shall be entitled to representation by counsel, to appear and present written and oral evidence and argument and to cross-examine witnesses presented by the other party. All discovery shall be completed within sixty (60) days following the appointment of the arbitrator. The arbitration award shall be in writing and the arbitrator shall provide written reasons for the award. The award of the arbitrator shall be final and binding on the parties hereto and may be enforced in any court of competent jurisdiction. The prevailing party in any action or proceeding to enforce its rights hereunder shall be entitled to recover reasonable attorneys' fees and other reasonable costs, including fees of the arbitrator and the AAA, incurred in the action or proceedings. The parties waive any right they may have to an appeal of the arbitrator's decision and/or award. Each party retains the right to seek judicial assistance: (i) to compel arbitration, (ii) to obtain interim measures of protection prior to or pending arbitration, (iii) to seek injunctive relief in the courts of any jurisdiction as may be necessary and appropriate to protect the unauthorized disclosure of its proprietary or confidential information; and (iv) to enforce any decision of the arbitrator, including the final award. In no event may Publisher's claims be consolidated with other Publishers or brought as a class action. You agree to the entry of injunctive relief to stop such a lawsuit or to remove You as a participant in the suit. You agree to pay the attorneys' fees and court costs that Company incurs in seeking such relief.
9. General
   This Agreement, together with the Email Guidelines and Privacy Policy, shall apply to Publisher for as long as Publisher is a member of the MTPX and shall constitute the entire and only Agreement between the parties relating to the subject matter hereof, and together they supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter thereof. Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of this Agreement shall survive and remain in effect after such happening. Each party acknowledges that the provisions of this Agreement were negotiated to reflect an informed, voluntary allocation between them of all the risks (both known and unknown) associated with the transactions contemplated hereunder. All provisions are inserted conditionally on their being valid in law. In the event that any provision of this Agreement conflicts with the law under which the Agreement is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the parties to the Agreement, then (i) such provision will be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law; and (ii) the remaining terms, provisions, covenants, and restrictions of the Agreement will remain in full force and effect. 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. Company may assign the Agreement with or without Publisher's consent. You may not assign the Agreement without the prior written consent of Company, which may be withheld for any reason. The Agreement will be binding on, inure to the benefit of and be enforceable against, the Parties' respective successors and assigns. 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..MediaTrust and Publisher are independent contractors and neither party is an agent, representative, or partner of the other. 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. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute one and the same instrument. For purposes hereof, a facsimile copy of this Agreement shall be deemed to be an original.