Effective February 2009

Tribal Fusion® and its owner Exponential® Interactive, Inc. (collectively "Tribal Fusion®" or "the Company") requires that all Publishers maintain strict compliance with this Code of Conduct. Certain elements of this Code of Conduct are required to be enforced verbatim in connection with Tribal Fusion®’s membership in certain industry organizations, including but not limited to, the Network Advertising Initiative in the United States and the Internet Advertising Sales House in the UK.

Specific Publisher Representations and Warranties.  If any claim is made, or any action or proceeding is instituted against Tribal Fusion® that alleges or is based upon or arises out of Publisher’s breach of any representation, warranty or obligation arising under this Code of Conduct, Publisher shall indemnify and hold Tribal Fusion® harmless from all damages, awards, costs and expenses (including reasonable attorneys’ fees) associated therewith. Such indemnity is in addition to any other indemnity (either in the Tribal Fusion® Web Publisher Terms and Conditions or otherwise) made by Publisher.

Publisher represents and warrants that the following are and shall remain true and correct at all times during Publisher’s membership in Tribal Fusion®:
  1. Publisher Domain(s) generates a minimum of 5000 unique users a day, according to Tribal Fusion® numbers (accessible through the Publisher Interface), and a site that is fully functional at all levels, i.e. no "under construction" sites or sections.

  2. Publisher Domain(s) offers highly targeted, relevant and regularly updated content for which the publisher is directly responsible i.e., not simply a list of links or advertisements.

  3. Content is hosted on Publisher’s own top-level Domain (as defined by the Internet Corporation for Assigned Names and Numbers) which Publisher owns or is entitled to use for content hosting.

  4. Publisher Domain(s) do not contain content or Advertisements that (i) infringe or violate the patents, copyrights, trademarks, rights of publicity, rights of privacy, moral rights, music performance or other music-related rights, or any other right of any third party,(ii)is misrepresentative, libellous, defamatory, obscene, or otherwise inappropriate, or (iii) violates any applicable law or regulation.

  5. Publisher Domain(s) do not contain any Prohibited Content (as defined below).

  6. Makes available to all visitors an active, publicly stated user privacy policy that explicitly states that advertising is run on Publisher Domain(s ) and involves the use of Cookies for advertising and sponsorship campaigns. Publisher is in compliance with all privacy policies posted on Publisher Domain(s).
Prohibited Content. The following categories of content may not appear on the Publisher Domain(s), nor link to content that contains any of the following content:
  1. Content that is pornographic, obscene or indecent in nature or, in Tribal Fusion®’s sole and reasonable discretion, might be deemed harmful to Tribal Fusion®’s business reputation or the business reputation of Tribal Fusion®’s advertisers or publishers.

  2. Content that promotes the excessive use of alcohol, tobacco or illegal substances, violence, profanity, expletives or inappropriate language.

  3. Content that offers or disseminates fraudulent goods, services, schemes, or promotions, including any make-money-fast or pyramid schemes.

  4. Content that promotes illegal activity such as copyright infringement, racism, hate, mail fraud, spam, pyramid schemes, or other advice not permitted under applicable law.

  5. Content that is libellous and defamatory material and/or is contrary to public policy or otherwise unlawful.
Prohibited Actions. Publisher will not:
  1. place or allow any 3rd party to place Tribal Fusion® Ad Tags on a domain other than the Publisher Domain;

  2. place Ad Tags in email or online newsletters without Tribal Fusion®’s prior consent in writing;

  3. alter Ad Tags, advertising creative or other code provided by Tribal Fusion®;

  4. pay for clicks or provide consumers with other incentives as a way of increasing or encouraging impressions or clicks, such as cash awards, points, prizes, contest entries, etc.;

  5. place advertising creative on the Publisher Domain(s) in a manner that, in Tribal Fusion®’s sole and reasonable judgment, is or could be seen as being deceptive to users ;

  6. allow peer-to-peer or similar sharing of copyrighted content unless the publisher has been granted explicit permission by the copyright owner;

  7. engage in any timed rotations or auto-refreshing of Advertisements more frequently than once every four minutes;

  8. displaying Tribal Fusion® Advertisements on pages that frame content that is hosted and belongs to another site;

  9. place Ad Tags on any Publisher Domain(s) that are not fully operational (no “under construction” sites will be accepted) with content that is updated and refreshed on an ongoing basis; or

  10. place Ad Tags on any Publisher Domain(s) that supports an excessive amount of advertising. Excessive advertising includes stacking ad units, placing more than three display Advertisements on a page without prior written consent, advertising on pages with no content, etc.”
Discretionary Publisher Domain(s). Publisher Domain(s) containing any of the following are prohibited unless approved in advance by the Company.
  1. Publisher Domain(s) containing downloadable software; or

  2. Publisher Domain(s) containing user-generated content, provided, however, that Tribal Fusion® may rescind approval of domains containing user-generated content should the nature of the user generated content on such domain(s) degenerate or change in a manner that, in its sole and reasonable discretion, Tribal Fusion® deems to be potentially harmful to its business reputation or the reputation of its advertisers.
IASH Terms and Conditions. Tribal Fusion® has committed to join the Internet Advertising Sales House (IASH) to ensure that the UK advertisers achieve additional protection against unsafe content on the web during advertising campaigns. IASH) is a formal council of the U.K. IAB (Internet Advertising Bureau), and, in conjunction with ABCe (U.K.’s Audit Bureau of Circulations – Electronic), works to audit ad networks for compliance with IASH’s code. By passing an ABCe audit, networks provide advertisers/agencies with confidence that the inventory they are using to fulfill IOs meets agreed upon quality standards.

To be eligible to receive campaigns from U.K. advertisers, Publishers in Tribal Fusion® must agree to the following IASH Terms and Conditions:

SCHEDULE A

Mandatory IASH Terms and Conditions
  1. The Publisher of the Site either owns or reasonably believes that it is entitled to use the content displayed on the Site;

  2. The Site does not to the Publisher’s knowledge include any “virus” or other destructive programming or device that could impair or injure any data, computer system or software;

  3. The Site and its content does not to the Publisher’s knowledge violate any applicable laws or regulations, including without limitation those relating to advertising, gambling, competitions and consumer protection;

  4. The Site and its content does not to the Publisher’s knowledge violate the rights of any person or entity, including without limitation any intellectual property or other proprietary right, any right of privacy, or by being defamatory;

  5. The Site does not to the Publisher’s knowledge promote or facilitate any activities that are illegal under applicable law or that infringe the rights of any person or entity, including without limitation the pirating of copyright works, or hacking or other unauthorised access to or modification of devices.

  6. The Publisher shall operate a “notice and takedown” policy that complies with applicable law (currently, for Publishers situated in the UK, the Electronic Commerce (EC Directive) Regulations 2002) in respect of unlawful activity or information on the Site of which the Publisher gains knowledge or awareness.

  7. The Publisher shall use all reasonable endeavours to ensure that the Site does not include any “Barred Inventory” as specified in Schedule C of the IASH Code of Conduct (www.iash.org.uk); and

  8. The Publisher shall use all reasonable endeavours to ensure that Inventory booked on the Site is not re-sold or re-brokered.

Barred Content

IASH Members are forbidden to place Advertising on Sites containing Barred Content – in other words, any of the types of Inventory defined below - in any circumstances.

  1. Hate Content, Obscenity and Indecency
    1. Content articulating views intended or reasonably likely to cause or incite hatred of any race, religion, creed, class or ethnic group.Content articulating views calculated to cause offence to or incite hatred of any individual or group.
    2. Content explicitly glorifying or delivering for the purposes of entertainment, scenes or descriptions of non-consensual pain, suffering, death, torture or ill-treatment of humans or animals.
    3. Content that is obscene or indecent under prevailing legislation.
    4. Video content that may not be distributed under prevailing legislation, including without limitation because it requires (but lacks) a video classification certificate or because of the restricted nature of the classification it has been given.

  2. Bombs/guns/ammunition
    1. Content offering genuine or replica guns, bombs, ammunition or other offensive weapons for sale.
    2. Content glorifying the use of or offering technical information on the illegal use of guns, bombs, ammunition or other offensive weapons.

  3. Invalid Clicks
    1. Invalid clicks are clicks generated automatically or wrongfully.
    2. Examples of invalid clicks include repeated manual clicking or the use of robots, automated clicking tools, or other deceptive software. Invalid clicks are sometimes intended to artificially or maliciously drive up an Advertiser's clicks or a Publisher's earnings.

  4. Spyware
    1. Any software covertly installed on a user’s machine (as distinct from the legitimate addition of a cookie to the appropriate location within the user’s browser software).
    2. Typically, Spyware is:
      • installed without the user's informed consent;
      • cannot be easily uninstalled or disabled; and
      • covertly transmits information about the user's activities to a remote host, often used to facilitate delivery of advertising messages, often with a high frequency
    3. A sub-set of Spyware is malware (malicious code). A defining characteristic of malware is that it is intended to cause harm or be used for criminal purposes.
      • Examples of malware include keystroke loggers, password sniffers, spam launchers, remote access tools (RATs) or screen capture utilities. Malware may deliver viruses, worms or Trojans.

  5. Unauthorised code requests (anywhere that the code requesting the ad isn’t owned by the publisher)
    1. Any ad code requests from sites to whom the Sales House has not intended to assign the campaign, typically generated through unauthorised duplication of a Publisher’s site HTML code.

  6. Legality Generally
    1. Any other content that infringes applicable laws or regulations, or the rights of any person or entity.

Changes. Tribal Fusion® reserves the right to update, change, revise, modify, and supplement the information within the Tribal Fusion® Code of Conduct at any time. Publisher will be notified when changes to the Code of Conduct are made and the full Agreement and Code of Conduct will be available in the Publisher Interface. Please check these terms periodically for changes. Date of the latest change will be indicated. Publisher’s continued participation in Tribal Fusion® following the posting of such changes to the Code of Conduct will constitute Publisher’s acceptance of any such changes. If a Publisher elects to discontinue consent after any changes to the Tribal Fusion® Code of Conduct, it is the Publisher’s responsibility to terminate the relationship and remove their Tribal Fusion® Ad Tags from Publisher Domain(s).