Intermedia Digital Marketing LLC (hereinafter – the Company), guided by the principles of full compliance with local and international regulations that apply to its activity, ethical business conduct with zero tolerance for Fraudulent activities, unethical business practices and Prohibited activity undertakes to implement the following guidelines in day-to day business activity and invites its contractors to follow the guidelines stated below.
The Company adheres to its business operation with integrity, transparency, and fairness; implements anti- fraudulent practices against different forms of fraudulent activity; and strictly complies with the laws, rules, regulations, orders and notifications, in order that its business operation will be conducted in a smooth and sustainable manner.
For this reason, in the attainment of that objective, the Chief Executive Officer deems it appropriate that the Company ‘s business operation be under full compliance. The Compliance Department is, then, established to be charged with the compliance of the Company ‘s business operations.
The roles and duties of the Compliance Department are to create awareness about the principles of business conduct in strict adherence to the principles of law and regulations and to develop the business activity compliance framework and guidelines for the contractors of the Company to follow.
The following Guidelines are intended to assist the Company and its contractors in providing vigorous and effective business conduct framework in accordance with compliance regulations and the Company’s inner polices. Compliance means conforming to rules, such as specifications, guidelines, policies, standards and laws.
Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means the ownership of, or the power to vote, at least fifty percent (50%) of the voting stock, shares or other equity interests of the entity, or the effective ability to control the management and direction of the entity.
End User means an end user of Publisher Property.
Entry Point means a valid web search entry point which utilizes the Search Technology and/or redirects to it, in order to provide search services of the Search Provider. The Entry Point is located on, accessed through or enabled via or by Publisher Property; This could include, for example, a search box, home page, search links, browser default search features and any search functionality whether provided via a browser or as a desktop, mobile or browser application.
Fraudulent Activity means the activity defined as Fraudulent Activity in the Guidelines, or any applicable legislation.
Guidelines means all guidelines mentioned in these Guidelines, or any and all guidelines, policies and other instructions or documentation provided in connection with this Guidelines, whether directly by Company or by a Search Provider. Guidelines, by their nature, shall and will be updated from time to time.
Marks means a Party trademarks, service marks, trade names, trade dress and associated logos, whether or not registered.
Net Revenue means, with respect to each calendar month during the Term, the total revenues derived from monetized Search Queries enabled by or in connection with the Search Technology services provided by Company on or through the Publisher Property, and as reported by Search Provider(s) during each such calendar month less: (i) any amounts deducted by Publisher’s licensors, including the Search Providers, or reversals, credits and refunds; (ii) any amounts deducted by Company for monetized Search queries identified as Fraudulent Activity and/or spam; and (iii) related operational costs, payment to third parties, payment processing fees and similar charges, reversals, or credits and refunds in an amount of five percent (5%) of the total revenue.
Prohibited Activity means the activity defined as Prohibited Activity in the Guidelines, or any applicable legislation.
Publicly Available Software means any software that contains or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software or similar licensing or distribution models.
Publisher Property(ies) means any approved source of traffic that is an application, software, extension or web page that is owned by or licensed to the Publisher.
Qualified Traffic means traffic generated by Publisher and qualifies as approved and valid for payment by Search Providers. Qualified Traffic specifically excludes (without limitation) (i) traffic that is violative of the Guidelines (ii) traffic that violates the terms and condition of contracts signed by the Parties (iii) traffic that was disqualified by Publisher’s licensors, including Search Providers.
Search Provider means the provider(s) and/or syndicator and/or licensor of web search services, Search Results, search functionality or features.
Search Query means web searches conducted by an End User through the Search Technology on or via Publisher Property resulting in a Search Result page in which sponsored links are displayed by Search Provider.
Search Results means the organic and/or and monetized search results as delivered by Company and/or Search Provider, including, without limitation, image, video, text, news or other results.
Search Technology means the implementable technology, script and/or URL and related features, documentations and materials provided under the scope of the contracts signed by the Parties (whether owned by Company, assigned to, or licensed by it).
User Data means any Personal Information provided by or collected about End Users (including End User’s device).
Publisher, Publisher Property and Publisher services and actions shall not include, engage, or facilitated, either directly or indirectly, any of the following (each one, or jointly “Fraudulent Activity”):
1. Automates, non-human, or otherwise fictitious installations, clicks, and/or misleading, deceptive or illegal generation of traffic to Publisher Property, or to the Search Technology.
2. Installing or uninstalling any software on an End User’s computer or changing any End User setting (or change user preferences or reset default home pages) without clear, appropriate notice, and the End User’s prior consent;
3. Deceptive, fraudulent or other invalid Search Queries or clicks on ads, sponsored links, sponsored Search Results or sponsored content, whether by automated or artificial means and whether conducted by incentivizing End User, performed for any purpose or any invalid means including but not limited to repeated manual clicks, use of robots or other automated tools and/or computer generated search requests, and/or the unauthorized use of other SEO services and/or software, implanting IFrames to induce clicks or mislead in any way, generating a click, query, or impression when that was not the End User’s intent, including conversion incentives, for example by awarding users cash, points, prizes, contest entries or similar rewards.
4. Any firm of program, or automated agent used for the purpose of manipulating click measurement activity or click-based advertising payments.
5. Clicks or traffic that are the result of malware, adware, spyware or other badware.
6. Causing pages to (i) automatically refresh at any rate greater than that permissible under the applicable IAB impression measurement guidelines, or (ii) automatically refresh at any rate that negatively impacts in a material fashion the click-through rate of the applicable Search Results on the page;
7. Inducing or luring users to provide personal identifiable information to any person/entity by intentionally misrepresenting the identity of the person/entity seeking the information;
8. Using randomized or intentionally deceptive file names, directory folders, formats or registry entries for the purpose of avoiding detection and/or removal by users and/or security software;
9. Diverting web traffic from local end users to a different geographical location;
10. Sending a Search Query not resulting from an End User action or when an End User would not have a reasonable awareness that such action would trigger a search Query;
11. Dialling a phone number, or connecting remotely to another computer or system (e.g., execute “dialer” software), except in response to an End User’s intentional initiation of such action;
Any activity or omission, whether by Publisher or by third parties, that is or involves any of the following conducts/actions:
1. Conduct that would be considered a criminal offense or could give rise to civil liability or violates any applicable law, regulation or order of any court or tribunal including, but not limited to, collecting, using or disclosing personal information in violation of applicable law;
2. Affects the security or privacy of End Users without their informed consent;
3. Interferes with or disrupts web navigation or browsing or web pages visited by End Users without their informed consent; resizing browser windows, disabling back buttons, or otherwise interfering with a user’s ability to navigate;
4. Contains adware, spyware, scareware or malware (including acquiring traffic or including ads in browser window through the use of malware, adware, spyware); or
5. replaces or adds to a web page by injecting content from a source with which the site owner does not have an affiliation;
6. Use, endorsement, and/or promotion of content which is, promotes or advocates (including distribution from websites or software applications which contains such content): (i) adult content, pornography, obscene, excessively profane, racist, ethnically offensive, hate speech, discriminatory, threatening, infringing, excessively violent, religiously insensitive, political or libellous; (ii) illegal drugs or arms trafficking, violates export control laws, creates a risk to a person’s safety or health, compromises national security, promotes online pharmacies and prescription-only medicines or interferes with an investigation by law enforcement officials; (iii) offensive, misleading, deceptive or phishing conduct; (iv) substantial un-moderated user-generated content; or (v) gambling-related or sweepstakes; or (vi) a violation of copyrighted material via technologies or protocols such as, peer to peer, file sharing, file hosting or torrent portals, including, without limitation, placing advertisements in a peer-to-peer application or via traffic from a peer-to-peer application if they promote or encourage the sharing of copyrighted content;
7. Interfering with or disrupting, or attempting to interfere with or disrupt (including without limitation working around any technical limitations or introducing or using any device, software, or routine that interferes with), Search Provider, or any server or network related thereto, or disobey any requirements, procedures, policies, or regulations of networks related to the search Technology or Search Providers, or attempt to gain access to any systems or networks that connect thereto;
8. Modifying, removing, obscuring, truncating, adding to or changing the order of, replacing the text, images or other content included in or interfering with the Search Results, including, without limitation, truncating, deleting, adding or otherwise modifying any part of the ad call or user’s browser information, or the full titles, descriptions and URL;
9. Obscuring, stripping, blocking or filtering any portion of the Search Results or a web page (including, but not limited to, pop-up windows, expanding banners, interstitials buttons or any animation) for the purpose of revenue generation, back button blocks or otherwise;
10. Serving Search Results on 404 or other error message screens, on websites which are under construction or unfinished, within pop-over or pop-under windows, or in or through a downloadable application or an email;
11. Engaging in behavior intended to circumvent application of pricing, content validation, sensitivity systems (false\conversions, traffic cycling) or filtering technology;
12. Making any representation or warranty (i) of any type with respect to the specifications, features, or capabilities of, or otherwise concerning, the products and services provided by Company and/or its licensors (including Search Provider).
Generation of traffic by Publisher to Search Result page, i.e. qualified Search Queries made by End Users shall be done in compliance with applicable laws, rules, regulations, instructions, policies and guidelines, including these Guidelines. Any such traffic generated in violation of the aforementioned, may cause termination of the contracts signed by the Company with the Contractor, penalties, non-payment and any other remedy available to Company or its licensors, including Search Providers, by law or agreements. In the event that the Company will be held liable for the violations of applicable laws, rules, regulations, instructions, policies and guidelines caused by the actions of Contractor its subcontractors, agents or other affiliates and the Company will be obliged to pay a fine to a state or federal regulatory agency, and/or is assessed civil penalties or damages, the Contractor shall reimburse the Company in the amount of such fine or penalties or damages full amount of such fines, penalties or damages.