Publisher Terms and Conditions
These Publisher Terms and Conditions govern advertising campaigns delivered by Publisher through Media Intercept. By signing an insertion order, accepting a campaign, accessing the Media Intercept platform, using Media Intercept tracking links, or delivering a placement arranged by Media Intercept, Publisher agrees to the terms below.
These terms apply in addition to any signed insertion order, campaign agreement, platform terms, or written agreement between Publisher and Media Intercept. If there is a conflict between these terms and a signed insertion order or written amendment, the signed insertion order or written amendment will control.
1. Campaign Agreement
Media Intercept works with Publisher to place newsletter sponsorships, dedicated email campaigns, and related advertising placements on behalf of advertisers.
Campaign details, including advertiser, placement type, run date, pricing model, payout rate, click cap, budget, and any special instructions, will be provided in the applicable insertion order, platform campaign details, or written campaign confirmation.
Publisher agrees to deliver each campaign according to the approved campaign details, advertiser requirements, publisher guidelines, and Media Intercept instructions.
2. Publisher Representations
Publisher represents and warrants that:
Publisher has the full authority to enter into this agreement and deliver the applicable campaign placements.
Publisher owns, controls, or has the right to use the newsletter, email list, publication, audience, and related media inventory used for each campaign.
Publisher’s subscriber list has been lawfully collected and maintained.
Publisher complies with all applicable email, privacy, advertising, consumer protection, and data protection laws.
Publisher will not send campaigns to subscribers who have bounced, unsubscribed, opted out, or otherwise should not receive commercial emails.
Publisher will not engage in fraudulent, misleading, deceptive, or abusive traffic generation practices.
Publisher will deliver each campaign in a professional manner consistent with the approved placement details.
3. Audience Information and Performance Data
Publisher agrees to provide accurate audience and performance information when requested by Media Intercept. This may include subscriber count, audience demographics, average open rates, click-through rates, prior campaign performance, list growth, engagement trends, and other relevant newsletter metrics.
Publisher certifies that any subscriber count, open rate, click-through rate, audience statistic, or performance estimate provided to Media Intercept is accurate to the best of Publisher’s knowledge at the time it is provided.
Subscriber counts must exclude unsubscribed addresses, bounced addresses, undeliverable emails, inactive suppression records, or any email addresses that Publisher is not permitted to contact.
Publisher agrees to provide updated audience and performance information upon request, including updated subscriber counts and campaign benchmarks.
4. Advertising Materials
Media Intercept will provide Publisher with advertiser-approved campaign materials, which may include copy, images, logos, graphics, subject lines, preheaders, calls to action, landing page URLs, disclaimers, tracking links, and other campaign assets.
Publisher may not materially edit, replace, rewrite, crop, alter, or modify advertiser-provided materials without prior written approval from Media Intercept.
If Publisher recommends changes to better fit its audience or newsletter format, Publisher must submit the revised version to Media Intercept for approval before the campaign runs.
Publisher may not use any advertiser materials, links, logos, claims, or creative assets outside the approved campaign without written permission from Media Intercept.
Advertiser materials remain the property of the applicable advertiser. Publisher receives only a limited, revocable, non-transferable, non-exclusive license to use the materials solely for the approved campaign.
5. Proofs and Approvals
Before publication, Publisher must provide Media Intercept with a proof, preview, test email, screenshot, or mockup of the placement for approval, unless Media Intercept confirms in writing that approval is not required.
If Publisher runs a placement without approval and the advertiser objects to the creative, placement, formatting, link, claim, or execution, Media Intercept may withhold payment for the affected campaign unless a makegood or resolution is agreed to in writing.
Publisher is responsible for ensuring that the final campaign matches the approved materials and instructions.
6. Tracking Links
Publisher must use the unique tracking link provided by Media Intercept for each campaign placement unless Media Intercept approves another tracking method in writing.
Publisher may not alter, replace, shorten, redirect, recycle, or reuse Media Intercept tracking links without written approval.
Each tracking link is intended for the specific campaign and placement for which it was provided. If Publisher wants to rerun a campaign, add an additional placement, or use the placement in another send, Publisher must request approval and receive a new tracking link.
If Publisher reuses a tracking link without approval, Media Intercept may limit payable clicks to the approved placement window or withhold payment for clicks generated from the unauthorized use.
7. Campaign Delivery
Publisher must deliver each campaign on the approved run date and in the approved format.
If Publisher cannot deliver a placement as scheduled, Publisher must notify Media Intercept as soon as possible. Any rescheduled placement must be approved by Media Intercept in writing.
Publisher must not materially change the placement type, send date, newsletter, audience segment, position, copy, link, or advertiser assets without prior approval.
For dedicated email campaigns, Publisher must send only to the approved audience and must apply any required suppression list before delivery.
8. Proof of Delivery
Within seven business days after the campaign run date, Publisher must provide proof of delivery to Media Intercept.
Proof of delivery may include:
A screenshot or copy of the live newsletter or dedicated email.
Confirmation from Publisher’s email service provider.
Send date and send time.
Number of emails sent.
Delivered count, if available.
Open data, if available.
Click data, if available.
Bounce count, if available.
Spam complaint count, if available.
Media Intercept may require proof of delivery before finalizing reporting or issuing payment.
9. Click Caps
Some campaigns may include a click cap or budget cap. If Media Intercept and Publisher agree to a click cap, Media Intercept will only be responsible for paying Publisher for valid clicks up to the approved cap.
Publisher must notify Media Intercept if a campaign is pacing faster than expected or is likely to exceed the agreed cap.
Media Intercept is not responsible for paying Publisher for clicks above an approved cap unless Media Intercept agrees in writing.
10. Reporting and Click Validation
Campaign performance will be determined based on Media Intercept tracking and reporting unless otherwise agreed in writing.
Media Intercept may review campaign performance, click quality, traffic sources, user behavior, advertiser feedback, publisher reporting, and third-party validation tools to determine payable campaign delivery.
If there is a discrepancy between Media Intercept reporting and Publisher reporting, both parties will work in good faith to review the discrepancy. Media Intercept reporting will control for billing and payout purposes unless Media Intercept determines that an adjustment is appropriate.
Media Intercept may exclude invalid, fraudulent, duplicate, non-human, suspicious, or non-payable clicks from Publisher payout calculations.
11. Payment Terms
Unless otherwise stated in writing, Media Intercept will provide Publisher with finalized monthly reporting within five business days after month end.
Publisher payments will be made on Net 45 end-of-month terms, measured from the date finalized month-end reporting is provided by Media Intercept.
Publisher will be paid based on the applicable payout rate, pricing model, and valid campaign delivery approved by Media Intercept.
Media Intercept’s obligation to pay Publisher is limited to amounts Media Intercept receives from the applicable advertiser for the corresponding campaign. Media Intercept has no obligation to pay Publisher for campaign revenue that Media Intercept does not collect from the advertiser.
Media Intercept will use commercially reasonable efforts to collect payment from advertisers and will reasonably cooperate with Publisher regarding collection-related questions.
Media Intercept is not required to pay Publisher for campaign revenue generated in breach of these terms, through invalid traffic, through unauthorized placements, through unapproved tracking use, or through campaign execution that materially differs from the approved campaign.
12. Unique Clicks
Some advertisers pay based on unique clicks rather than total clicks. If an advertiser campaign is contracted, billed, or paid based on unique clicks, Publisher will be paid based on unique clicks unless otherwise agreed in writing.
Media Intercept will make commercially reasonable efforts to communicate the applicable click basis for each campaign.
13. Invalid Traffic and Fraud
Publisher may not engage in any activity intended to inflate, manipulate, or misrepresent campaign performance.
Prohibited activity includes, but is not limited to:
Bot traffic.
Non-human traffic.
Click spam.
Click injection.
Proxy, VPN, or data-center traffic designed to manipulate results.
Repeated or incentivized clicking.
Misleading placement practices.
Unauthorized redirects.
Traffic generated outside the approved newsletter or dedicated email placement.
Any activity that violates advertiser requirements, publisher guidelines, applicable law, or industry standards.
If Media Intercept reasonably determines that invalid or fraudulent activity occurred, Media Intercept may withhold payment for the affected clicks, require a makegood, pause future campaigns, or terminate the relationship.
14. Email Compliance, Spam Complaints, and Blacklisting
Publisher is solely responsible for maintaining its email list, honoring unsubscribe requests, managing subscriber complaints, and complying with applicable email laws and regulations.
Publisher is responsible for any spam complaints, deliverability issues, blacklist issues, or unauthorized email claims arising from Publisher’s list, send practices, newsletter, or dedicated email campaign delivery.
Publisher must promptly notify Media Intercept of any material complaint, regulatory notice, blacklist issue, or deliverability issue related to a Media Intercept campaign.
If Media Intercept reasonably determines that Publisher’s spam complaint rate, bounce rate, blacklist status, or email practices create risk for Media Intercept, advertisers, or other publisher partners, Media Intercept may pause or terminate campaigns with Publisher.
15. Suppression Lists
For dedicated email campaigns or other campaigns requiring suppression, Media Intercept or the applicable advertiser may provide Publisher with a suppression list.
Publisher agrees to use any suppression list solely for the purpose of suppressing recipients from the applicable campaign.
Publisher may not use a suppression list for any other purpose, including list enhancement, email appending, audience building, retargeting, resale, transfer, or unrelated marketing.
Publisher must keep all suppression lists confidential and secure.
Publisher must not disclose suppression lists to any third party except as strictly necessary to deliver the approved campaign and only if that third party is bound by confidentiality and data protection obligations.
Publisher must delete or securely destroy suppression lists after they are no longer needed for the applicable campaign, unless retention is required by law.
Publisher is responsible for ensuring that its own suppression lists and unsubscribe records are properly maintained and applied.
16. Campaign Cancellation and Rescheduling
Media Intercept or the applicable advertiser may cancel or reschedule a campaign by providing at least five business days’ notice before the scheduled run date, unless otherwise stated in the applicable insertion order.
If an active campaign must be paused, removed, or corrected due to advertiser request, legal concern, compliance issue, or material error, Publisher agrees to take reasonable action within forty-eight hours of Media Intercept’s written request.
Publisher may not cancel, reschedule, or materially change an approved campaign without prior written notice to Media Intercept.
17. Makegoods
If a campaign is not delivered as approved, materially underperforms compared to the placement expectation, contains an incorrect link, uses unapproved creative, runs on the wrong date, or is otherwise executed incorrectly, Media Intercept may request a reasonable makegood.
A makegood may include an additional placement, corrected placement, rerun, credit, or other remedy agreed to by Media Intercept and Publisher.
Media Intercept may require a makegood before releasing payment for the affected campaign.
18. Advertiser Relationship Protection
Publisher acknowledges that Media Intercept has proprietary relationships with the advertisers introduced to Publisher through Media Intercept.
Publisher agrees not to circumvent Media Intercept by directly soliciting, contracting with, or providing substantially similar advertising services to any advertiser introduced by Media Intercept during the term of the relationship and for one year after the last Media Intercept campaign delivered by Publisher for that advertiser.
This restriction applies to newsletter sponsorships, dedicated emails, sponsored placements, CPC campaigns, flat-rate campaigns, and other substantially similar paid media opportunities.
This restriction does not apply to advertiser relationships that Publisher can document were active before Media Intercept introduced the advertiser.
19. Confidentiality
Each party may receive confidential information from the other party, including campaign details, pricing, advertiser information, publisher information, audience data, reporting, suppression lists, platform information, business terms, and non-public business information.
Neither party may use or disclose the other party’s confidential information except as necessary to perform under the agreement.
Confidentiality obligations continue after the relationship ends.
Upon request, the receiving party must return or destroy the disclosing party’s confidential information, except where retention is required by law or ordinary business recordkeeping.
20. Indemnification
Publisher agrees to indemnify, defend, and hold harmless Media Intercept, its affiliates, officers, directors, employees, contractors, representatives, advertisers, and partners from any claims, liabilities, damages, costs, expenses, or losses arising from:
Publisher’s breach of these terms.
Publisher’s newsletter, email list, audience data, send practices, privacy policy, or subscriber relationships.
Publisher’s failure to comply with applicable laws, regulations, or industry standards.
Publisher’s unauthorized use or modification of advertiser materials.
Publisher’s failure to honor suppression lists, unsubscribe requests, or email compliance obligations.
Publisher’s invalid traffic, fraudulent activity, or misleading campaign delivery.
Media Intercept agrees to indemnify Publisher for third-party claims arising directly from Media Intercept’s breach of its own obligations under the applicable agreement.
21. Limitation of Liability
Media Intercept will not be liable to Publisher for indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits, lost revenue, lost business opportunities, or reputational harm.
Media Intercept’s total liability to Publisher will not exceed the amount of campaign revenue paid by Media Intercept to Publisher for the applicable campaign or, if the claim relates to multiple campaigns, the amount paid to Publisher during the twelve months before the event giving rise to the claim.
Media Intercept is not liable for advertiser actions, including an advertiser’s decision to cancel, reschedule, dispute, withhold payment, change campaign requirements, or decline future campaigns.
22. Force Majeure
Neither party will be responsible for delays or failures caused by events outside its reasonable control, including acts of God, natural disasters, fire, flood, war, terrorism, labor disputes, government action, platform outages, communication failures, power failures, epidemics, pandemics, or other events beyond the affected party’s reasonable control.
23. Termination
Either party may terminate the relationship upon thirty business days’ written notice unless a signed insertion order states otherwise.
Media Intercept may immediately pause or terminate a campaign or relationship if Publisher breaches these terms, fails to deliver campaigns properly, fails to provide proof of delivery, engages in invalid traffic or fraud, violates advertiser requirements, creates legal or reputational risk, or materially harms Media Intercept’s advertiser relationships.
Termination does not relieve either party of obligations that arose before termination, including confidentiality, payment obligations, indemnification, and advertiser relationship protection.
24. Electronic Acceptance
Publisher may accept these terms electronically, including by signing an insertion order, clicking to accept the terms, creating an account, accepting a campaign in the Media Intercept platform, using Media Intercept tracking links, or delivering a campaign arranged by Media Intercept.
The individual accepting these terms on behalf of Publisher represents that they are authorized to bind Publisher to these terms.
25. 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 remain in effect.