CONVERSANT MEDIA SYSTEMS DISPLAY ADVERTISING GUIDELINES

Revised: March 2014

These guidelines (“Guidelines”) apply to advertising content (“Ads”) submitted by Advertiser for management by Company, Inc., (“Company”). Please see your Account Manager for more information on technical specifications, including rich media formats, maximum file sizes, and code limits.

These Guidelines are not intended to be construed as legal advice and are not intended to be comprehensive. All Ads are subject to internal review by Company and may be rejected for any reason in Company’s sole discretion. Compliance with the Guidelines does not guarantee acceptance of the Ad for display, and may not be sufficient to meet the requirements of applicable local, state or federal laws, rules and regulations or DAA and FTC guidelines. Advertiser is solely responsible for any liability whatsoever arising out of the content of any Ad, hyperlink, or any other material that can be viewed, used, transmitted, received or manipulated by any user viewing or accessing such Ad, hyperlink, or other material.

1. Advertiser Responsibilities

(a) All Ads and claims comply with all applicable federal, state, and local laws, rules or regulations including COPPA and CARU and DAA and FTC guidelines, and as applicable for Ads run in Canada, the Competition Bureau, and Health Canada, (collectively “Laws”).

(b) All Ads and claims comply with these Guidelines.

(c) The use, reproduction, distribution or transmission of an Ad does not violate any rights of any third party or any rights of Company, its parent, subsidiaries and affiliates which may include, without limitation, any copyright, patent, trademark, trade secrets, image or any other proprietary or property rights.

(d) An Ad’s offer must be accurate and include all material terms that an ordinary consumer would require in making an informed decision about whether to purchase the product or service being offered (for example, Ads for "free" ring tones where the Ad fails to disclose hidden costs or other restrictions that materially affect the net value of the "free" price).

(e) All claims made in an Ad have been substantiated before the Ad is scheduled to appear as part of an ad buy.

(f) Ads are straight forward and users are not deceived or misled by the Ad into providing personal information under false pretenses. Advertiser shall not sell or misuse such personal information and shall not provide such personal information to any third party for financial gain or misuse of such personal information.

2. General Content Guidelines

(a) The Advertiser’s name must be clearly identified in the Ad.

(b) The Advertiser's landing page must match any offer made in the Ad. Advertiser must fulfill offers as stated in the Ad, which includes without limitation, any offer period, prices or product offers or representations that are stated in the Ad.

(c) The Ad and any landing pages have detailed disclosures, as necessary and appropriate; in particular, full terms and conditions and a privacy policy in compliance with all applicable Laws.

(d) The Ad’s offer must be easily accessible if it directs a user to a landing page; and

(e) The following criteria must also be met if an Ad requires users to enter personal information:

(i) Detailed information regarding the service or product;

(ii) Prominent identification if the service or product is offered as a subscription and any required subscription duration;

(iii) Price of the service or product;

(iv) Billing cycle applicable to such service or product;

(v) Detailed, clear and prominent information regarding cancellation of a service or product on the Advertiser’s landing page or the first page of Advertiser’s site after clicking on the Ad;

(vi) A prominent opt-in checkbox or similar mechanism (users should not be able to enter personal information without opting in);

(vii) A prominent hyperlink to Advertiser’s privacy policy and terms and conditions if not included the Ad; and

(viii) All above items should be prominent and clear and should be very easy to find, read, and understand by the average reasonable consumer.

3. Prohibited Advertising:

(a) Misleading and/or deceptive Ads, including without limitation, use of the word “free” when product or offer is not free, the use of the word “winner” when the user has not in fact won anything.

(b) Ads that mimic system error messages, Windows/Mac/Unix dialogue boxes or the like, or Ads that imitate presupposed knowledge about the functionality of a user’s computer or the discovery of viruses, worms, corrupted files to scare users into purchasing or downloading software.

(c) Use of “bait and switch” tactics, i.e. advertising that promotes an unavailable product or price as a means of luring the user into purchasing a different product.

(d) Ad content that targets children 13 and younger.

(e) Copied material or unauthorized use of third party trademarks that either create a likelihood of confusion that consumers will believe that the products or services originated from the trademark owner or such trademark owner supports the advertised product or service or is likely to dilute the value of a trademark.

(f) Ads designed to mislead users into clicking through to a site that is unrelated to the content of the Ad.

(g) Ads where the landing page has pop-up windows, including any exit pop-ups, messages, or chat windows, that prevent a user from easily exiting a landing page.

(h) Ads that launch auto-install prompts, pop-ups, pop-unders, executable prompts, any form of browser window or other questionable forms of content.

(i) Ads that perform an automatic download to a user’s system or present a download dialog box without first presenting detailed information and a user-affirmed click to proceed with the download.

(j) Ads of incentives for online activity to surf websites, click on ads, or any activity that artificially enhances website or Advertiser metrics.

(k) Lingerie Ads that contain explicitly sexual materials, sheer or see-through products, or inappropriate body language or gestures.

(l) Ads for government grant or economic stimulus check-related products or services.

(m) Fake “close” buttons.

(n) FLOGS where content appears to be news instead of advertising.

(o) Ads that appear to be functional but do not work (i.e. sliders, radio buttons, drop down menus).

(p) Ads that invite interaction but unexpectedly click through.

(q) Ads that imitate an instant messaging window or a system or site warning.

(r) Ads that appear to be an invasion of privacy, defamatory, libelous or contain slanderous content.

(s) Ads that are degrading or facilitate or promote hate speech, whether directed at an individual or a group.

(t) Ads that contain content that is profane.

(u) Ads that advocate, glorify or promote rape, torture, cannibalism, suffering, racial intolerance, advocacy against any individual, group or organization, death or graphic or violent images.

(v) Ads for the following products: adult products (films, magazines, websites, toys, sexual enhancers), contraceptive sites that encourage casual sex or promiscuity, tobacco, illegal drugs/drug paraphernalia, lotteries (other than official state lotteries sponsored by a U.S. state), online casinos, gambling or online betting, gambling educational sites, degrees for sale or offered by non-accredited universities or programs, illegal products or services, firearms, ammunition, fireworks, fake legal documents, webcams or surveillance equipment that are promoted for illegitimate use, and illegal traffic devices.

4. Subjective Content

(a) Ads that include astrology, horoscopes, psychic services or other similar services must state in a clear and conspicuous manner that the service is for entertainment purposes only and cannot imply that there is any scientific basis to such services;

(b) Any Ads for ring tone/cell phone offers must disclose all details, terms, and conditions of the offer;

(c) For Ads that utilize the word “Free” or “Complementary” or synonymous offers:

(i) All terms and conditions for participation and/or obtaining the free product or service must be conspicuously disclosed and leave no reasonable probability of the consumer’s misunderstanding;

(ii) An Ad’s disclosure (or notice that a disclosure applies) must be made in close proximity to the claim, and must be clear, conspicuous, and in a font equal in size to that of the base font of the Ad or landing page;

(iii) The landing page must contain a link or text to a complete disclosure of all terms and conditions;

(iv) The disclosure’s terms and conditions describe the offer made on the Ad and do not include the Advertiser’s entire service model;

(v) The Ad’s copy cannot be contradictory, misleading or deceptive and footnotes cannot be used to contradict a headline. Headings cannot state “instant winner” and/or “free” while disclosures about the actual terms are in small type at the bottom of the page or Ad;

(vi) Disclosures must clarify that there is no game of chance and no instant winner;

(vii) Ad’s stating “you have been chosen to win a free…” are not allowed; and

(viii) Comply with FTC guidelines for “free” offers.

(d) For Ads with Promotions (Contests, Sweepstakes, Special Offers):

(i) Ads cannot imply that the promotion is approved or endorsed by any government or quasi-government entity;

(ii) If terms and conditions apply, Ads must provide for a clear disclosure (in same font, color and size) that terms and conditions apply and provide a hyperlink for such terms and conditions that is obvious and labeled appropriately to convey the importance, nature and relevance of the linked information. Clicking on the hyperlink must take users directly to the terms and conditions on the click-through page;

(iii) Ads cannot have misleading lead-in language, such as “You are the 1,000,000^th visitor and therefore you’ve won a prize” if there is no tracking mechanism, nor false devices (i.e. timeclocks delineating that the user only has an hour to accept the offer when there is no hour timeframe associated with the offer); and

(iv) Ads with chance-based promotions cannot require a purchase to participate and must clearly disclose that no purchase is necessary.

(e) Ads for Weight loss:

(i) Ads cannot depict or be targeted at children or teens;

(ii) Ads cannot suggest that the product alone is effective for weight loss, will lead to substantial weight loss for all users, will lead to permanent weight loss, users can eat as much as they want and still lose weight, can lose fat from specific body parts, blocks or absorbs fat or calories, works when applied to the body or skin, that there is no need for exercise, the user will safely/without harm/without risk etc. loose a specific amount of pounds or obtain a specific clothing size in a specific amount of time, or make any unrealistic claims about the amount of weight loss that can be expected from the product;

(iii) Ads must, where weight loss claims are made or implied via testimonial, contain a disclaimer such as “results not typical; individual results may vary”; and

(iv) Ads with before and after photos must depict actual users of the weight-loss product or service; Ads with photos that appear to be altered will not be accepted.

(f) Negative option Ads (transactions where a consumer’s failure to take an affirmative action may result in being charged for goods and services) are acceptably only if the Advertiser is in good standing with various business rating organizations (e.g. Better Business Bureau) and there is a disclosure that:

(i) Is full and includes material terms that are clear and understandable to a reasonable person;

(ii) is clear and conspicuous by placing it where consumers are likely to look on webpages and is labeled to indicate their importance and relevance in easy to read fonts and colors;

(iii) Provides material terms before the consumer incurs a financial obligation; and

(iv) Obtains the consumer’s affirmative consent by having them click “I agree” and without relying on pre-checked boxes.

(g) Ads for food products must comply with applicable Laws relevant to definitions/restrictions on food-related descriptive words.

(h) Ads for over-the-counter medication are acceptable only for products approved by the FDA, and only for FDA-approved purposes.

(i) Ads for health-related claims for over-the-counter medications, including any claims with respect to the efficacy of the product, must be properly substantiated with reliable scientific and/or clinical evidence.

(j) Ads for dietary supplements cannot make an express or implied claim to treat, prevent, or cure any disease, cannot suggest the product be inhaled or applied topically, and cannot implicate that they can replace or be equated with conventional foods.

(k) Ads for dietary supplement products that contain ephedra (including ma huang) or human growth hormone are not permitted.

(l) Ads for prescription contraceptives are acceptable, provided that they do not reference descriptive metaphors in a sexual context or in bedroom activity.

(m) Electronic cigarette Ads are only permitted to be run in the US and the UK but no other countries and cannot contain tobacco.

(n) All claims made in an Ad have been substantiated before the Ad is run and such substantiation will be provided to Company upon request.

5. Company Rights

Company reserves the right, but is not under any obligation, to:

(a) Review or request changes to any Ad at any time even if it has been previously displayed as part of an ad buy;

(b) Accept, retract, or reject, at any time, any Ad in its sole discretion, whether on the basis of these Guidelines, content, advertising format, targeting criteria, or for any other reason; or

(c) Modify these Guidelines or its standards governing the advertising it manages at any time without notice.

VIDEO AD SPECS