Advertiser Terms and Conditions
These Advertiser Terms and Conditions govern advertising campaigns placed through Media Intercept. By signing an insertion order, approving a campaign, submitting advertising materials, or otherwise working with Media Intercept, the advertiser agrees to the terms below.
These terms apply in addition to any terms included in a signed insertion order, proposal, campaign agreement, or other written agreement between the advertiser and Media Intercept. If there is a conflict between these terms and a signed insertion order or written amendment, the signed insertion order or amendment will control.
1. Campaign Agreement
Media Intercept provides newsletter sponsorships, dedicated email placements, and related advertising opportunities across publisher partners.
Campaign details, including placement type, pricing model, budget, campaign period, publisher selection, run dates, and any applicable notes, will be outlined in the applicable insertion order or written campaign agreement.
Unless otherwise stated in writing, the campaign will automatically end at the conclusion of the contract period listed in the insertion order.
These terms are also governed by Version 3.0 of the Interactive Advertising Bureau / American Association of Advertising Agencies Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, where applicable.
2. Advertiser Responsibilities
Advertiser represents and warrants that:
Advertiser has the authority to enter into the campaign agreement and perform its obligations.
Advertiser owns, licenses, or has the right to use all creative materials, trademarks, claims, images, landing pages, tracking links, and other content provided to Media Intercept.
Advertiser’s advertising materials, landing pages, products, services, and claims do not violate any applicable law, regulation, rule, or third-party right.
Advertiser will honor all claims, offers, promotions, representations, and commitments made in its advertising.
Advertiser will comply with all applicable laws, regulations, platform requirements, publisher guidelines, and industry standards.
Advertiser is responsible for the accuracy, legality, and substantiation of all advertising claims, creative materials, landing pages, offers, and disclaimers provided to Media Intercept.
3. Advertising Materials and Approvals
Advertiser is responsible for providing all required advertising materials by the deadlines provided by Media Intercept. This may include copy, images, logos, landing page URLs, tracking links, offer details, disclaimers, approval contacts, and any required compliance language.
Delays in providing materials, approvals, landing pages, tracking links, or other required information may delay campaign launch or delivery.
Media Intercept reserves the right to review, approve, reject, revise, pause, or cancel any advertisement, creative asset, URL, claim, placement, publisher selection, or campaign at any time and for any reason.
Media Intercept may reject advertising that it believes is inaccurate, misleading, noncompliant, inappropriate for a publisher audience, inconsistent with publisher guidelines, or otherwise unsuitable.
4. Campaign Delivery and Click Tracking
For CPC campaigns, clicks are counted when the Media Intercept redirect tracker is clicked and the redirect page loads before sending the user to the Advertiser’s landing page.
If a tracking or redirect error caused by Media Intercept prevents a valid user from reaching the Advertiser’s landing page, Advertiser will not be charged for those affected clicks.
Newsletter sponsorships and dedicated email placements are not always delivered in the same way as traditional ad-served media. Delivery may vary based on publisher audience, list size, engagement, placement, timing, content, and reader behavior.
Media Intercept will use commercially reasonable efforts to deliver campaigns according to the applicable campaign terms, but exact delivery by placement cannot be guaranteed.
5. Overdelivery
Because newsletter and dedicated email placements can perform unpredictably, Media Intercept may charge for delivery up to ten percent over the contracted campaign budget unless otherwise agreed in writing.
Any delivery above the contracted amount will be billed according to the pricing terms in the insertion order, unless otherwise agreed by both parties in writing.
6. Reporting and Analytics
Media Intercept will provide campaign reporting through a dashboard, spreadsheet, or other reporting format. Reporting may include clicks, placement details, publisher information, campaign status, run dates, spend, and other available campaign metrics.
Advertiser agrees to provide Media Intercept with reasonable access to advertiser-side reporting when necessary to monitor campaign performance, validate results, or investigate discrepancies. This may include Google Analytics, affiliate platform reporting, conversion reporting, or another commercially reasonable analytics source.
7. Discrepancy Review
If Advertiser identifies a reporting discrepancy, Advertiser must notify Media Intercept in writing within three business days of receiving the applicable invoice or report.
Advertiser must provide sufficient supporting documentation for Media Intercept to investigate the discrepancy. This may include analytics exports, platform screenshots, affiliate reporting, conversion data, or other relevant reporting access.
If Advertiser does not provide the required information within the requested time period, the discrepancy review may be closed and Media Intercept reporting will be used for billing purposes.
Media Intercept will review timely submitted discrepancies in good faith and provide findings within a reasonable time.
8. Invoicing and Payment
Advertiser will pay for campaign delivery according to the pricing terms listed in the applicable insertion order or written agreement.
Unless otherwise agreed in writing, Media Intercept will invoice Advertiser after campaign delivery or monthly delivery, as applicable.
Invoices will be billed according to Media Intercept reporting, subject to the allowable discrepancy threshold under applicable IAB guidelines.
Advertiser must pay all undisputed invoice amounts within thirty days of invoice receipt.
If Advertiser disputes an invoice, Advertiser must provide written notice within three business days of receiving the invoice and must include adequate supporting documentation. If the parties agree that an adjustment is required, Media Intercept will issue an updated invoice or credit.
Past due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.
9. Cancellation and Termination
Advertiser may cancel a campaign upon five business days’ written notice to Media Intercept unless the applicable insertion order states otherwise.
Advertiser remains responsible for all amounts incurred before cancellation, including placements that have already run, been scheduled, been approved, or cannot reasonably be canceled.
Media Intercept may terminate or pause a campaign immediately if Advertiser fails to make required payments, breaches these terms, fails to provide required materials, or creates legal, reputational, operational, or publisher relationship risk.
Upon termination, all outstanding amounts owed to Media Intercept will become immediately due and payable.
10. Publisher Placement
Media Intercept will use commercially reasonable efforts to place Advertiser with publishers that Media Intercept believes are appropriate for the campaign.
Media Intercept does not guarantee that any specific publisher, audience, placement, newsletter, or dedicated email campaign will deliver expected conversion results.
Publisher selection may be based on availability, audience fit, pricing, campaign goals, compliance requirements, publisher approval, and other factors.
Advertiser may provide publisher exclusions or category restrictions in writing before campaign launch. Media Intercept will make reasonable efforts to honor approved exclusions.
11. Publisher Partner Protection
Advertiser agrees not to circumvent Media Intercept by directly entering into advertising partnerships with Media Intercept publisher partners introduced through a Media Intercept campaign for a period of 365 days after the campaign end date.
This restriction applies to direct advertising partnerships, newsletter sponsorships, dedicated emails, CPC campaigns, flat-rate placements, sponsored placements, or other paid media opportunities that are substantially similar to the campaign opportunities introduced by Media Intercept.
This restriction does not apply to pre-existing relationships that Advertiser can document in writing or to unrelated affiliate or CPA relationships that were not introduced through Media Intercept.
12. Indemnification
Advertiser agrees to indemnify, defend, and hold harmless Media Intercept, its affiliates, officers, directors, employees, contractors, representatives, and publisher partners from any claims, liabilities, damages, costs, expenses, or losses arising from:
Advertiser’s breach of these terms or any applicable campaign agreement.
Advertiser’s products, services, website, landing pages, advertising claims, or creative materials.
Any content, material, information, or assets provided by Advertiser.
Any allegation that Advertiser’s advertising infringes or violates the rights of a third party.
Advertiser’s failure to comply with applicable laws, regulations, or industry requirements.
Media Intercept agrees to indemnify Advertiser for claims arising directly from Media Intercept’s breach of its own obligations under the applicable campaign agreement.
13. Limitation of Liability
Except for indemnification obligations, confidentiality obligations, payment obligations, or intentional misconduct, neither party will be liable to the other for indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits, lost revenue, or lost business opportunities.
Media Intercept does not guarantee specific campaign outcomes, including clicks, conversions, purchases, leads, customers, revenue, or return on investment.
14. Force Majeure
Except for payment obligations, neither party will be responsible for delays or failures caused by events outside its reasonable control, including natural disasters, acts of God, fire, flood, war, terrorism, labor disputes, government action, outages, platform failures, or other circumstances beyond the affected party’s reasonable control.
The affected party must provide prompt notice and take reasonable steps to minimize the impact of the event.
15. Amendments
Any changes to these terms or to an applicable insertion order must be agreed to in writing by both parties.
If an insertion order or written amendment conflicts with these terms, the insertion order or written amendment will control only with respect to that conflict. All other terms will remain in effect.