1. Terms:
This contract may only be entered into by the legal owner of the website for which Adsmart membership is proposed. This contract is non-exclusive, meaning that the publisher is free to use other networks in conjunction with Adsmart across its sites. Adsmart may name publishers as being part of the network to clients where this is necessary to secure campaigns. However, Adsmart will make no commitment to clients of volumes with a given publisher unless such an arrangement is concluded first in writing between Adsmart and the publisher. Adsmart.net reserves the right to make changes to these Terms & Conditions as it deems necessary and without notice.

2. Network Membership:
Once approved to the Adsmart network, members are free to pause or re continue the placement of their advertisement call tags as required.

Adsmart may suspend or terminate a publisher's membership at any time. Notice will be provided by email and will be effective immediately. In particular, Adsmart reserves the right to terminate a publisher’s 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 page impressions. It also includes significant modifications to editorial content. Minimum CTR for membership of Adsmart is 0.1%. Other key network minimums are 100,000 monthly page impressions per site; a majority of UK traffic or the ability to geo target; and a unique user base of at least 5000 per month.

3. Payment:
Adsmart will pay the publisher 55% of sales revenue net of agency commission and adserving costs. This will be paid on 45 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 March.

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. The publisher agrees to cover any costs associated with transfers of payment.
It is the publisher's responsibility to maintain up-to-date contact and payment details with Adsmart. Any loss of revenue or charges resulting from inaccurate contact details will be born by the publisher.

4. Content:
Adsmart will not pay for any ad impressions that it finds have been placed on websites containing adult, extremist or otherwise prohibited content. Sites 'under construction' are also prohibited from inclusion in the Adsmart network.

All such content will not have passed the Adsmart approval process and its subsequent inclusion in a publisher site must be disclosed by the publisher to Adsmart in advance of this happening. Failure to comply with this requirement will result in Adsmart terminating the publisher's account immediately and without prior notice.
The publisher warrants that the website is free from any virus or other malicious device that might damage or harm a user's hardware or software.

5. Fraud:
Adsmart actively monitors and audits its network for fraudulent activity on a 24 hour basis.

Payment will not be made where Adsmart suspects fraudulent publishing activities or lead generation by a publisher. This includes the generation of forced or incentivised clicks, using spiders, robots and page auto-refreshing, or ad rotators or any other equivalent mechanism. Such activity will lead to the immediate termination of the publisher's membership of Adsmart.

6. Tags:
Publishers will be provided with tags by Adsmart for the delivery of advertising across approved pages. These tags must not be placed on pages other than those of the specifically approved root domain of the site.

Adsmart tags must not be modified or altered in any way without the express written permission of Adsmart. Failure to comply with this requirement may result in the non payment for ad impressions thus served by the publisher.
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.
Stored images that are served to a web page from a location other than Adsmart's ad server will not count towards any payable statistic.

7. Ad content & Placement:

(a) Compliance with Industry Standards. Advertising supplied by Adsmart 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. Adsmart will not pay for any ad impressions that are found to have been delivered on a part of the page not visible on loading.

Adsmart 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).

(b) Compliance with IASH (Internet Advertising Sales Houses) Requirements. Publisher warrants that it will comply with the following IASH conditions:

(i) The publisher of the site either owns or is entitled to use the content displayed on all URLs on which activity is running;

(ii) The site does not knowingly include any ‘virus’ or other destructive programming or device that could impair or injure any data, computer system or software;

(iii) The site does not knowingly violate any applicable laws or regulations, including without limitation, false or deceptive or comparative advertising laws, gaming and gambling laws, competition laws, and criminal laws;

(iv) The site does not knowingly contain content originated by or on behalf of the site publisher that is defamatory, violates any rights of privacy or publicity or constitutes a misrepresentation;

(v) The content of the site originated by or on behalf of the site publisher does not and will not knowingly infringe any Intellectual Property Rights or other proprietary rights;

(vi) The publisher and the site do not knowingly engage in, promote or facilitate activities such as pirating, hacking or any other activities which are illegal under UK law.

(vii) 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 takedown” policy that complies with applicable law (currently the Electronic Commerce (EC Directive) Regulations 2002).

(viii) The site publisher will use all reasonable endeavours not to include on the site those types of content forbidden by the IASH Code of Conduct. See the definitions of ‘barred inventory’ in Schedule C of the IASH Code of Conduct (www.iash.org.uk).

(ix) The site publisher will use all reasonable endeavours to ensure, that inventory booked on this site will not be re-sold or re-brokered.

8. Defaults:
Adsmart will not pay for the display of default advertisements but will cover the adserving costs. Publishers may supply default creatives to be served to 'Rest of World' banner requests. No adult or offensive creative will be permitted as per Adsmart Content Criteria.

9. Reporting:
Adsmart will provide the publisher with a login to its adserving facility from where the publisher can manage its account.

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