Publisher Program Terms and Conditions Agreement
To participate in the Platefull Network Program, all applicants must read and accept this Publisher Program Terms and Conditions Agreement (the "Agreement") and submit a Publisher application. Network Operator will notify Publisher of acceptance or rejection to the Program. Only after receipt of an email from Network Operator accepting Publisher’s application will the terms of this Agreement be ratified and binding on Network Operator.
THIS IS A LEGAL AGREEMENT BETWEEN PUBLISHER AND NETWORK OPERATOR. BY CHECKING THE "I AGREE" BOX ON THE NETWORK WEBSITE AND SUBMITTING AN APPLICATION, PUBLISHER IS AGREEING THAT PUBLISHER HAS READ AND UNDERSTANDS THE TERMS AND CONDITIONS OF THE AGREEMENT AND AGREES TO BE LEGALLY BOUND HEREBY.
1. Overview. As further described in this Agreement, G-com Enterprises, Inc., with offices located at One General Mills Blvd, Minneapolis, MN 55426 (“Network Operator”) has established the Platefull Network (“Network”). The Network program ("Program") enables Publishers and Advertisers to engage in online advertising transactions as follows: (i) Network Operator may feature links on the Network located at www.platefull.com to Publisher’s website (the “Publisher Website”); (ii) Network Operator may provide “widgets” (as such term is generally understood in the Internet industry) to place on the Publisher Website; and (iii) Network Operator, itself or through its designee, may procure advertisements from Advertisers (“Third Party Ads”) or may itself provide advertisements for its own brands (“Network Operator Brand Ads”) to place in the available advertising inventory on the Publisher Website (Third Party Ads and Network Operator Brand Ads are collectively referred to as "Network-Provided Advertisements") and shall compensate Publisher based on the placement of Network-Provided Advertisements on the Publisher Website. Participation of Publisher Website in the Network is subject to the prior approval of Network Operator. Publisher shall provide Network Operator with accurate, complete and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of this Agreement. Network Operator reserves the right to refuse any application at its sole discretion for any reason. Any Publisher who participates in the Program must accept the terms and conditions of this Agreement in full. By registering and participating in the Program, Publisher agrees to be bound by all terms and conditions of this Agreement, and all policies and guidelines of the Program are incorporated herein by reference. The placements, frequency, and manner of any links to the Publisher Website on the Network, and any use of any Network materials, shall be determined by Network Operator in its sole discretion.
Network Operator shall have the right to change, suspend, or discontinue the Program or the Network or Publisher’s access thereto, including, without limitation, the availability of any feature, Network-Provided Advertisement or Network materials, at anytime, without notice or liability. Network Operator reserves the right to change any of the terms and conditions contained in this Agreement at any time and in its sole and absolute discretion. Any changes will be effective upon posting of the revisions at www.platefull.com/Terms and Conditions. Publisher is responsible for reviewing any applicable changes and changes may be posted without notice to Publisher. Publisher’s continued participation in the Program following the posting of changes to this Agreement constitutes Publisher’s acceptance of such changes. If Publisher does not agree to any changes to this Agreement, Publisher must terminate this Agreement pursuant to Section 15. At any time upon request by Network Operator, Publisher agrees to sign a non-electronic version of this Agreement.
2. Advertising. Network Operator shall have the right, but not the obligation, to place Network-Provided Advertisements in the available advertising inventory on the Publisher Website. The Network-Provided Advertisements may be provided by General Mills or its designee. Network Operator shall deliver the Network-Provided Advertisement to Publisher and Publisher shall display the Network-Provided Advertisement on the Publisher Website as agreed by Publisher and Network Operator. Nothing herein shall require Network Operator to provide Publisher with any Network-Provided Advertisements and Network Operator makes no guarantee regarding the amount of any payment to be made to Publisher in connection with the Network-Provided Advertisements under this Agreement.
4. Quality Control. Publisher acknowledges that Network Operator and its designees act as a passive conduit for the online distribution and publication of advertisements and have no control over the content of the advertisements and have no obligation to screen the advertisements in advance and are not responsible for screening or monitoring material posted by visitors to Publisher Website. While Network Operator does not intend, and does not undertake, to monitor the Publisher Website Content, if Network Operator at any time during the Term (i) becomes aware of a breach or inaccuracy of any representation or warranty of Publisher or (ii) determines, in its sole discretion, that any Publisher Website Content is unacceptable, Publisher agrees that Network Operator shall have the right to (a) remove any link from the Network to the Publisher Website immediately and without notice to Publisher; and/or (b) request immediate removal of any Publisher Website Content and Publisher shall comply with such request, in each case in the event that Network Operator determines, in its sole discretion, that the Publisher Website or the Publisher Website Content adversely affects the Network. If Publisher intends to materially change any Publisher Website Content, Publisher must notify the Network Operator at least thirty (30) days in advance in writing of the proposed changes.
5. Publisher Obligations. Publisher agrees to abide by the Network’s Publisher Guidelines. In accordance with the Publisher Guidelines, Publisher will have the right to approve or reject each submitted advertisement, or to set one or more default "permissions" for the acceptance or rejection of advertisements. If, after twenty four (24) hours of the advertisement's submission by Advertiser, Publisher has not approved or rejected an advertisement, Network or its designees reserve the right to approve or reject the advertisement on Publisher's behalf.
Publisher is responsible for setting the advertising rates for placing Advertisements on the Publisher’s Website. Publisher acknowledges that Network Operator may establish general practices and limits concerning use of the Network, including without limitation, the maximum number and type(s) of Advertisements that can be placed on a Publisher Website, the maximum disk space that will be allocated on servers for Publisher, the maximum number of times (and the maximum duration for which) Publisher may access the Network in a given period of time, and the minimum traffic and response rates generated with respect to Publisher Website. Publisher further acknowledge that Network Operator reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice. Network Operator and its designees charge certain fees for providing the Network and reserve the right to change the amount of such fees from time to time in their sole discretion.
Publisher agrees not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the Network or any activities conducted on servers or to take any action that imposes an unreasonable or disproportionately large load on the Network hardware, bandwidth or software. Publisher agrees not to impede or interfere with others' use of the Network. Publisher further agrees not to alter or tamper with any information or materials on or associated with the Network.
Publisher may not select or use a user name with the intent to impersonate another person, company or entity, nor use a name subject to the rights, including intellectual property rights, of any person other than Publisher, nor use a user name that Network Operator, in its sole discretion, deems offensive. Publisher will not send unsolicited e-mail ("spam") to attract visitors or advertisers to Publisher Website.
Publisher agrees to comply with the IASH Code of Conduct (http://www.iash.org.uk/code.html) as such code may be modified from time to time. Publisher must comply with the Mandatory IASH Terms and Conditions set forth in Attachment A below, as such may be modified from time to time. Network Operator or its designee may suspend or terminate Publisher’s access to the Network as a result of non-compliance with the IASH Code of Conduct or the Mandatory IASH Terms and Conditions.
6. Payment. Network Operator’s designee shall pay Publisher for Network-Provided Advertisements (“Publisher Revenue”) a fixed amount per impression, click, etc. or for a fixed period of time, based on data reported by the server of Network Operator’s designee. Network Operator’s designee will provide Publisher with an online summary of the activity on the Publisher’s Website. Publisher agrees to sign traffic assignment requests and such other documents as may be necessary to permit Network Operator’s designee to measure the activity on the Publisher’s Website.
Publisher understands that during the term of this Agreement, Network Operator will evaluate the performance of Publisher Website and, based on such performance, Network Operator reserves the right, in its sole and absolute discretion, to (i) adjust the price for which Publisher shall be paid per impression, click, etc. or for a fixed period of time; and (ii) modify impression, click, etc. caps and other restrictions, if any, for Publisher Websites; in each case at any time, with or without notice to Publisher. In addition, Network Operator reserves the right to withhold payment of Publisher Revenue in the event of any breach of this Agreement by Publisher.
Payment of Publisher Revenue shall be made by Network Operator’s designee within ninety (90) days after the advertisement appears on the Publisher’s Website; provided, however, that if Publisher Revenue for advertisements during any thirty (30) day period corresponding with the monthly anniversary of Publisher’s account formation date does not reach a certain minimum amount mutually agreed upon by Network Operator and Publisher, then Publisher Revenue will be accumulated and paid to Publisher once the amount payable to Publisher reaches the minimum amount mutually agreed upon by Network Operator and Publisher. Network Operator’s designee may pay Publishers in the United States by check, PayPal, wire transfer or ACH and may pay Publishers outside the United States by PayPal or wire transfer.
Publisher agrees to pay any applicable charges resulting from its participation in this Agreement, including any applicable taxes or charges imposed by any government entity, including but not limited to personal income tax, social security and/or welfare obligations, sales tax, Value Added Tax (VAT), and use tax if applicable. Publisher also agrees that Network Operator is not obligated to determine whether sales or use taxes apply on any advertising sales and is not responsible to collect, report, or remit any sales or use taxes arising from any such transaction
If Publisher disputes any payment made in connection with the Program, Publisher must notify Network Operator in writing within thirty (30) days of any such payment. Failure to so notify Network Operator will result in the waiver of any claims related to such disputed payment.
Advertisers have the right to cancel pending advertisements and no payment will be due to the Publisher on canceled or rejected ads, regardless of the time and method of rejection or cancellation.
7. Information Rights. Publisher shall make available to Network Operator and its designee aggregate usage data regarding the Publisher Website as reasonably requested by Network Operator. Network Operator may retain and use for its own purposes all information Publisher provides to Network Operator in connection with the Program. Publisher agrees that Network Operator and its designee may transfer and disclose to third parties (including Advertisers and potential Advertisers and Network Operator's business partners) personally identifiable information about Publisher and the Publisher Website for the purpose of approving and enabling Publisher’s participation in the Program, including, without limitation, for soliciting Network-Provided Advertisements. Network Operator disclaims all responsibility and will not be liable for any disclosure of that information by any such third party.
8. License. All Publisher Website Content including, without limitation, all intellectual property rights in the same, shall remain Publisher's sole and exclusive property. For the purposes of this Agreement, Publisher hereby grants to Network Operator and its designee a non-exclusive, royalty-free, fully paid, world-wide right and license (i) to use, copy, cache, download, store on its servers, distribute, display, perform, modify, stream, transmit and reproduce the Publisher Website Content in order to place advertisements on the Publisher Website and perform the activities described in this Agreement; (ii) to sublicense such rights to Network Operator 's affiliates; (iii) to link to the Publisher Website from the Network Website; and (iv) to copy and otherwise use portions of the Publisher Website and the Publisher Website Content (in original or modified form) all without further notice to Publisher, with or without attribution and without the requirement of any permission from or additional payment to Publisher or any other entity in order to drive traffic to the Publisher Website and for other promotional purposes.
During the term of this Agreement, Network Operator hereby grant to Publisher a non-exclusive, non-transferable, limited right and license (a) to copy, cache, download, store on its servers, distribute, display, perform, stream, transmit, and reproduce the Network-Provided Advertisements solely for the purposes of placing such Network-Provided Advertisements on the Publisher Website in accordance with this Agreement and (b) to link to the Network Website from the Publisher Website in accordance with this Agreement. Network Operator reserves the right to rescind this license at any time and for any reason in which event Publisher will immediately remove all Network-Provided Advertisements and all other materials provided by or on behalf of Network Operator to Publisher in connection with the Program from the Publisher’s Website.
9. Representations and Warranties. Publisher represents and warrants that (i) Publisher writes, maintains, operates or represents the Publisher Website, and has the authority to enter into this Agreement, including the right to grant Network Operator permission to (a) link to the Publisher Website and (b) place advertisements on the website hosting the Publisher Website; (ii) the Publisher Website Content and any other materials controlled by Publisher on the website hosting the Publisher Website are and will be Publisher’s own and original creation, except for content validly licensed by Publisher or in the public domain; (iii) the Publisher Website Content and use of the Publisher Website Content as contemplated herein does not (a) violate or infringe upon the rights of any third party (including, without limitation, copyrights, trademarks, patents, or other intellectual property rights or any privacy, publicity, contractual or other rights of any third party) and are not libelous, defamatory, pirated or plagiarized or otherwise illegal or (b) include any pornographic, obscene or similar objectionable material; (iv) all obligations owed to third parties with respect to the development, maintenance, and operation of the Publisher Website and the Publisher Website Content, including, but not limited to, all third-party hosting, service, or licensing fees, are or will be fully paid up by Publisher; (v) Publisher, the Publisher Website and the Publisher Website Content will not violate any applicable federal, state and local laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any applicable governmental authority or industry guidelines or privacy policies, including, without limitation, those that govern marketing email, the CAN-SPAM Act of 2003 and all other anti-spam laws; (vi) Publisher will not, and will not authorize or encourage any third party to, generate fraudulent impressions or click-throughs on any Network-Provided Advertisements including, but not limited to, through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software, and (vii) Publisher will not place Network-Provided Advertisements on blank web pages within the Publisher Website or on any website other than the Publisher Website; (viii) Publisher will not resell Network-Provided Advertisements to any third party; (ix) Publisher will not alter, modify or otherwise change the content of any Network-Provided Advertisements; (x) Publisher has the full right, power and authority to enter into this Agreement and to perform its obligations and grant the rights granted to the other parties herein; and (xi) the execution, delivery and performance of this Agreement will not constitute a breach or default under, or conflict with, any contract, agreement, commitment or understanding to which Publisher is a party or by which Publisher is bound.
10. Confidentiality. In the course of the parties’ business relationship, in connection with the Program or otherwise, Publisher is likely to receive, learn, or otherwise have access to confidential or proprietary information about the Network, Network Operator or its affiliates or the Network Operator 's business or the Program. As used in this Agreement, “Confidential Information” means all trade secrets, business, financial and technical information of Network Operator and its affiliates and the Network (whether disclosed orally or in documentary form and whether or not developed by Publisher), including, but not limited to, consumer data, sales and customer information, procurement and supplier information, product and brand information, operational information, personnel information, marketing and promotional information, advertising plans and information, software programs, technology, programming, technical specifications, research, concepts, ideas, designs, techniques, plans, strategies, materials, guidelines, documentation relating to the Network, the Program, click-through rates or other statistics relating to the Publisher Website's performance in the Program and all other information relating to the Network and the current or potential business activities of Network Operator and its affiliates. Publisher agrees to hold all Confidential Information in strict confidence and not to disclose (or allow others to disclose) any Confidential Information to any third party. Publisher also agrees not to make any use whatsoever of the Confidential Information except as necessary to perform its obligations under this Agreement. Under no circumstances will Publisher use (or allow others to use) the Confidential Information for the benefit of anyone other than the owner of such Confidential Information.
11. Indemnity. Publisher will indemnify, defend, and hold harmless Network Operator, its designees, affiliates, officers, directors, members, agents, employees and applicable third parties such as Advertisers or Third Party Sales Forces (“Indemnitees”) from and against any and all third party Claims (as defined below) asserted against, resulting to, imposed upon, or incurred by any Indemnitee directly or indirectly, by reason of or arising out of or related to this Agreement which may arise from Publisher’s enrollment in the Program, the Publisher Website, the Publisher Website Content and/or Publisher’s breach of this Agreement. As used in this Section, the term “Claim” shall include (i) all debts, liabilities, and obligations, (ii) all losses, damages, judgments, awards, settlements, costs, and expenses (including, without limitation, interest, penalties, court costs, and reasonable attorneys’ fees and expenses), and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings, and assessments.
12. DISCLAIMER OF WARRANTIES. THE CONTENT ON OR OTHERWISE RELATED IN ANY WAY TO THE PROGRAM, THE NETWORK AND THE NETWORK WEBSITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NETWORK OPERATOR DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE PROGRAM, THE NETWORK, THE NETWORK CONTENT, AND THE NETWORK WEBSITE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATABILITY AND NONINFRINGEMENT OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM. NETWORK OPERATOR DOES NOT WARRANT THAT THE PROGRAM, THE NETWORK OR THE NETWORK WEBSITE WILL BE ERROR-FREE, THAT ACCESS THERETO WILL BE UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PUBLISHER UNDERSTANDS AND AGREES THAT NETWORK OPERATOR IS NOT RESPONSIBLE FOR, AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING, THE NETWORK-PROVIDED ADVERTISEMENTS OR THAT PUBLISHER WILL BE ENTITLED TO RECEIVE ANY PUBLISHER EARNINGS.
13. LIMITATION OF LIABILITY. UNDER NO CIRCUMTANCES SHALL NETWORK OPERATOR, ITS DESIGNESS, AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, AGENTS, EMPLOYEES AND APPLICABLE THIRD PARTIES (SUCH AS ADVERTISERS OR THIRD PARTY SALES FORCES) BE LIABLE TO PUBLISHER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF REVENUES OR PROFITS OR LOSS OF USE OR CORRUPTION OF DATA ALLEGEDLY RISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, THE NETWORK, THE NETWORK CONTENT, THE NETWORK WEBSITE , THE SALE OR PURCHASE OF ANY GOODS OR MERCHANDISE, ACCESS TO OR INABILITY TO ACCESS THE NETWORK AND/OR THE NETWORK WEBSITE, INCLUDING FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE NETWORK, PUBLISHER’S USE OF OR RELIANCE ON THE NETWORK OR ANY OF THE MERCHANDISE, INFORMATION OR MATERIALS AVAILABLE ON THE NETWORK AND/ORTHE NETWORK WEBSITE, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, IF NETWORK OPERATOR IS FOUND TO BE LIABLE, THE AGGREGATE LIABILITY TO PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITIED TO THE AMOUNT PAID TO PUBLISHER DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.
Publisher will not be entitled to make any claim nor commence any proceeding arising out of any transactions pursuant to this Agreement unless the same is brought within one (1) year from the date the cause of action arose. All of the parties acknowledge that each of them 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.
Publisher hereby agrees to release Network Operator its designees, affiliates, officers, directors, members, agents, employees and applicable third parties, from all demands, liabilities, losses, damages (actual and consequential), costs and expenses (including attorneys’ fees and court costs) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed arising out of or in any way connected with Publisher’s use of the Network and this Agreement.
Publisher is responsible for all usage or activity on Publisher‘s account management tools, including use of the account by any third party authorized by Publisher to use Publisher’s user name and password. Publisher is advised to maintain the confidentiality of Publisher’s account management password. Publisher is solely responsible for the usage and placement of Network-Provided Advertisements on Publisher’s Website.
14. Relationship of the Parties. The parties agree and acknowledge that the relationship of the parties is in the nature of independent contractor. Publisher may not in any manner misrepresent or embellish the relationship between Network Operator and Publisher or express or imply any relationship or affiliation between them except as expressly permitted by this Agreement (including by expressing or implying that Network Operator supports, sponsors, or endorses the Publisher Website, the Publisher Website Content or the Network-Provided Advertisements).
15. Term and Termination. The term of this Agreement will begin upon written notification to Publisher that the Publisher Website has been accepted to participate in the Program and shall continue until terminated by either Network Operator or Publisher for any reason, at any time, upon written notice to the other party delivered via the Network website located at www.platefull.com. However, Publisher cannot terminate this Agreement if there are any outstanding sponsorship advertisements running on Publisher’s Website. If Publisher discontinues or suspends a sponsorship advertisement, Publisher agrees to refund to the Advertiser the total amount of the Advertiser Fee for such sponsorship advertisement.
Upon the termination of this Agreement for any reason, Publisher will immediately cease use of, and will remove from the Publisher Website, all references to Publisher’s participation in the Program, all Network-Provided Advertisements and all other materials provided by or on behalf of Network Operator to Publisher pursuant hereto or in connection with the Program. Removing the Network advertising tags from the Publisher Website automatically terminates this Agreement.
16. Audit. Without limitation to Network Operator’s rights under any other provision of this Agreement, Network Operator shall have the right, upon reasonable advance notice and during normal business hours during the term hereof and for two years thereafter, to access and inspect the books and records of Publisher that are relevant to this Agreement to determine Publisher’s compliance or non-compliance therewith.
17. General. This Agreement shall be governed by, construed and enforced in accordance with the laws of the state of Minnesota, without regard to its conflict of laws provisions. The parties hereby consent to the jurisdiction of the Minnesota State and Federal courts for all purposes. Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidation. The failure of a party to partially or fully exercise any right or the waiver by a party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same of any other term of this Agreement. This Agreement sets forth the entire agreement between the parties regarding the subject matter hereof and supersedes all prior negotiations, understandings and agreements concerning such subject matter. In the event of any inconsistency between the terms of an Insertion Order and these Terms and Conditions, these Terms and Conditions shall prevail, unless otherwise expressly stated in such Insertion Order. Any assignment or delegation of the rights or obligations hereunder, in whole or in part, or any other interest hereunder, without prior written consent of the other party, shall be void, except that Network Operator reserves the right to assign this Agreement to any parent, subsidiary, affiliate, or successor company. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Nothing in this agreement shall be construed to imply a partnership, joint venture or principal and agent relationship between Network Operator and Publisher and neither party shall have any right, power or authority to create any obligation, express or implied, on behalf of the other except as may be expressly provided in this Agreement. Sections 9 -17 shall survive the termination of this Agreement for any reason.
Mandatory IASH Terms and Conditions - Site Accreditation Requirements.
All of the following conditions, as expressed below, must apply to any advertising inventory on a Publisher Website that is being sold by an IASH member, subject to section 4 of the IASH Code of Conduct:
(i) Publisher of the site either owns or is entitled to use the content displayed on all URLs on which activity is running;
(ii) the Publisher Website 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 Publisher Website 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 Publisher Website Content does not knowingly contain content that is defamatory, violates any rights of privacy or publicity or constitutes a misrepresentation;
(v) the Publisher Website Content does not and will not knowingly infringe any Intellectual Property Rights or other proprietary rights;
(vi) Publisher and the Publisher Website 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 Publisher Website 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 Publisher Website will use all reasonable endeavors not to include on the Publisher Website 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); and
(ix) the Publisher will use all reasonable endeavors to ensure, that advertising inventory booked on the Publisher Website will not be re-sold or re-brokered.