TRULIA ADVERTISING TERMS AND CONDITIONS

(last updated February 26, 2014 and applicable to Agreements and Insertion Orders entered into before to February 17, 2015)

These Trulia Advertising Terms and Conditions, together with any Insertion Orders (“IOs”) executed by the parties, shall govern Advertiser’s purchase of Ads from Trulia, LLC., its subsidiaries and affiliates (collectively, “Trulia”). Capitalized terms not defined herein shall have the meaning set forth in IOs. Trulia and Advertiser are sometimes referred to individually as a “Party” and collectively as the “Parties”.

DEFINITIONS

  • "Ad" means an advertisement provided by Advertiser for display by Trulia.
  • "Advertising Materials" means artwork, copy, or active URLs for Ads.
  • "Advertiser" means the company wishing to advertise with Trulia and listed on the applicable IO.
  • "Agreement" means the Terms and any IOs.
  • "Content Standards" shall have the meaning set forth in Section 2(f).
  • "CPA Deliverables" means Deliverables sold on a cost per action basis.
  • "CPC Deliverables" means Deliverables sold on a cost per click basis.
  • "CPD Deliverables" means Deliverables sold on a cost per day.
  • "CPM Deliverables" means Deliverables sold on a cost per thousand impression basis.
  • "Deliverable" or "Deliverables" means the Ad inventory delivered by Trulia (e.g., impressions, clicks, or other desired actions).
  • "Insertion Order" or "IO" means a mutually agreed insertion order that incorporates the Terms, under which Trulia will deliver Ads for the benefit of Advertiser.
  • "Policies" means advertising criteria or specifications made conspicuously available, including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with Trulia’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Trulia Network on which the Ads are to appear), other content or advertising policies.
  • "Terms" means these Trulia Advertising Terms and Conditions.
  • "Third Party Ad Server" means a third party’s system that will serve and/or track Ads.
  • "Trulia Network" means the websites and mobile applications owned or operated by Trulia, for which Trulia has a contractual right to serve Ads or for which Trulia provides a real estate search experience.
  1. INSERTION ORDERS AND ACCEPTANCE
    1. IO Details. From time to time, Trulia and Advertiser may execute IOs pursuant to which Trulia will deliver Ads on the Trulia Network. Each IO will specify: (i) the type(s) and amount(s) of Deliverables (as defined below), (ii) the price(s) for such Deliverables, (iii) the maximum amount of money to be spent pursuant to the IO, (iv) the start and end dates of the campaign, and (v) the identity of and contact information for any Third Party Ad Server, if applicable. Third Party Ad Servers may only be used if agreed upon by both parties and specified on the IO.
    2. Acceptance. Acceptance of the IO and these Terms will be deemed the earlier of (i) execution of the IO by Trulia and Advertiser or (ii) the display of the first Ad impression by Trulia, unless otherwise agreed on the IO. Any revisions or modifications to an executed IO will not be binding unless made in writing and signed by both parties. In the event of any conflict or inconsistency between any IO and these Terms, the IO will control.
  2. ADVERTISING MATERIALS AND DELIVERABLES
    1. Compliance with IO. Trulia will deliver the Ads in accordance with these Terms and the specifications set forth in the IO, including but not limited to, size and placement (“Ad Specifications”). Trulia will use commercially reasonable efforts to create a balanced delivery schedule, except as set forth in Section 7(c). Any exceptions will be approved by Advertiser in writing. Notwithstanding the foregoing, Trulia, at its sole discretion, will determine any Ad Specifications not specified on the IO.
    2. Changes to the Trulia Network. Trulia will use commercially reasonable efforts to provide Advertiser at least 10 business days prior notification of any material changes to the Trulia Network that would materially change the target audience or materially affect the size or placement of the Ad specified on the applicable IO.
    3. Technical Specifications. Trulia will provide Advertiser with final technical specifications within three (3) business days of the acceptance of an IO. Changes by Trulia to the specifications of already-purchased Ads after that three (3) business day period will allow Advertiser to suspend delivery of the affected Ad for a reasonable time in order to (i) send revised Advertising Materials or (iii) accept a comparable replacement. In such event, the end date for any campaign involving suspended Ads will be extended by a period equal to the period of the suspension.
    4. Content Standards. Trulia will use commercially reasonable efforts to not place Ads adjacent to content on the Trulia Network that promotes illegal activity, pornography, violence, hate speech, or the use of firearms, or contains obscene language (“Content Standards”), although Trulia and its partners will at all times retain editorial control over the Trulia Network. Should Ads appear on the Trulia Network in violation of the Content Standards, Advertiser's sole and exclusive remedy is to request in writing that Trulia remove the Ads and provide makegoods. In cases where a makegood can be shown to be commercially infeasible for the Advertiser, Advertiser and Trulia will negotiate an alternate solution. After Advertiser notifies Trulia that specific Ads are in violation of the Content Standards, Trulia will make commercially reasonable efforts to correct such violation within 24 hours. If such correction materially and adversely impacts such IO, Advertiser and Trulia will negotiate in good faith mutually agreed changes to such IO to address such impacts. Notwithstanding the foregoing, Advertiser acknowledges and agrees that it will not be entitled to any remedy for any violation of the Content Standards resulting from: (i) Ads placed at locations other than the Trulia Network, or (ii) Ads displayed on properties that Advertiser is aware, or should be aware, may contain content in potential violation of the Content Standards.
  3. AD MATERIALS
    1. Submission. Advertiser will submit Advertising Materials in accordance with this Agreement and Trulia’s then-existing Policies.
    2. Changes to the Trulia Network. Trulia will use commercially reasonable efforts to provide Advertiser at least 10 business days prior notification of any material changes to the Trulia Network that would materially change the target audience or materially affect the size or placement of the Ad specified on the applicable IO.
    3. Late Creative. If Advertising Materials are not received by the IO start date, damaged, not to Trulia’s specifications, or otherwise unacceptable, Trulia will begin to charge the Advertiser on the IO start date on a pro rata basis based on the full IO, excluding portions consisting of performance-based, non-guaranteed inventory, for each full day the Advertising Materials are not received. In this event, Trulia is not required to guarantee full delivery of the IO.
    4. Compliance. Trulia reserves the right within its discretion to reject or remove from the Trulia Network any Ads for which the Advertising Materials, software code associated with the Advertising Materials (e.g. pixels, tags, JavaScript), or the website to which the Ad is linked do not comply with its Policies, or that in Trulia’s sole reasonable judgment, do not comply with any applicable law, regulation, industry standards or judicial or administrative order. In addition, Trulia reserves the right within its discretion to reject or remove from the Trulia Network any Ads for which the Advertising Materials or the website to which the Ad is linked are, or may tend to bring, disparagement, ridicule, or scorn upon Trulia; provided that if Trulia has reviewed and approved such Ads prior to their use on the Trulia Network, Trulia will not immediately remove such Ads before making commercially reasonable efforts to acquire mutually acceptable alternative Advertising Materials from Advertiser.
    5. No Modification. Trulia will use all Ads in strict compliance with the Agreement.
    6. Ad Tags. When applicable, Third Party Ad Server tags will be implemented so that they are functional in all aspects.
  4. PAYMENT AND PAYMENT LIABILITY
    1. Invoices. Unless otherwise specified on the IO, Trulia will invoice Advertiser for amounts due for Deliverables for each calendar month and invoices will be sent to Advertiser’s billing address as set forth on the IO. Trulia will include with each invoice a report setting forth Trulia’s summary of the Deliverables delivered during the period covered by each invoice.
    2. Payment Date. Advertiser will make payment 30 days from its receipt of invoice, or as otherwise stated in a payment schedule set forth on the IO.
    3. Collections. If Advertiser’s payment method fails or Advertiser’s account is past due, Trulia may collect past due amounts using other collection mechanisms, and Advertiser agrees to pay all expenses associated with such collection, including reasonable attorneys’ fees. If Advertiser pays any amounts due with a credit card and the issuer of the credit card seeks to recover from Trulia any amounts received by Trulia from the issuer, Advertiser will immediately remit to Trulia all amounts necessary to comply with the issuer's request and any costs and expenses incurred by Trulia in connection therewith.
  5. REPORTING
    1. Confirmation of Campaign Initiation. Trulia will provide confirmation to Advertiser within two (2) business days of the start date on the IO, either electronically or in writing, stating whether the Ads detailed on the IO have begun delivery.
    2. Trulia Reporting. If Trulia is serving the campaign and if requested by Advertiser, Trulia will make reporting available to Advertiser weekly, either electronically or in writing, unless otherwise specified on the IO. Reports will be broken out by day and summarized by creative execution, Ad placement, impressions, clicks, spend/cost, and other variables as may be defined on the IO. Once Trulia has provided the online or electronic report, it agrees that Advertiser is entitled to reasonably rely on it, subject to provision of Trulia’s invoice for such period. If Advertiser informs Trulia that Trulia has delivered an incomplete or inaccurate report, or no report at all, Trulia will cure such failure within five (5) business days of receipt of such notice.
  6. THIRD PARTY AD SERVING AND TRACKING (Applicable only if Third Party Ad Server is specified on an IO)
    1. Ad Serving and Tracking. Trulia will track delivery through its ad server and Advertiser will track delivery through such Third Party Ad Server only if Trulia has approved a Third Party Ad Server in writing on an IO. Advertiser may not substitute the specified Third Party Ad Server without Trulia’s prior written consent.
    2. Controlling Measurement. If both parties are tracking delivery, the measurement used for invoicing advertising fees under an IO (“Controlling Measurement”) will be determined as follows:
      1. The Controlling Measurement will be taken from an ad server that is certified as compliant with the IAB/AAAA Ad Measurement Guidelines (http://www.iab.net/media/file/US_meas_guidelines.pdf, the “IAB/AAAA Guidelines”).
      2. If both ad servers are compliant with the IAB/AAAA Guidelines, the Controlling Measurement will be the Third Party Ad Server so long as such Third Party Ad Server provides an automated, daily reporting interface which allows for automated delivery of relevant and non-proprietary statistics to Trulia in an electronic form that is approved by Trulia; provided, however, that Trulia must receive access to such interface in the timeframe set forth in Section 6(c), below.
      3. If the Third Party Ad Server is not compliant with the IAB/AAAA Guidelines or the requirements in subparagraph (ii), above, cannot be met, the Controlling Measurement will be based on Trulia’s ad server, unless otherwise agreed by Advertiser and Trulia in writing.
    3. Third Party Ad Server Reporting Access. If the Third Party Ad Server will provide the Controlling Measurement, Advertiser will provide Trulia with online or automated access to relevant and non-proprietary statistics from the Third Party Ad Server within one (1) day after campaign launch. Trulia will notify Advertiser if such party has not received such access. If such online or automated reporting is not available, Advertiser will provide placement-level activity reports to Trulia in a timely manner, as mutually agreed to by the parties. If both parties have tracked the campaign from the beginning and Advertiser fails to provide such access or reports as described herein, then Trulia may use or provide its ad server statistics as the basis of calculating campaign delivery for invoicing. Access given for the Third Party Ad Server, such as login credentials or automated reporting functionality integration, applies to all current and future IOs with Advertiser, such that new access for each IO is not necessary.
    4. Discrepant Measurement. If the difference between the Controlling Measurement and the other measurement exceeds 10% over the invoice period and the Controlling Measurement is lower, the parties will facilitate a reconciliation effort between Trulia and Third Party Ad Server measurements.
    5. Third Party Ad Server Malfunction. Where Advertiser is using a Third Party Ad Server and that Third Party Ad Server cannot serve the Ad, Advertiser will have 24 hours elect Trulia to serve Ads until the Third Party Ad Server is able to serve Ads. If Advertiser does not so elect for Trulia to serve the Ads until Third Party Ad Server is able to serve Ads, Trulia may use the inventory that would have been otherwise used for Trulia’s own advertisements or advertisements provided by a third party.
    6. Third Party Ad Server Fixed. Upon notification that the Third Party Ad Server is functioning, Trulia will have 72 hours to resume delivery. Any delay in the resumption of delivery beyond this period, without reasonable explanation, will result in Trulia owing a makegood to Advertiser.
  7. MAKEGOODS
    1. Notification of Under-delivery. Trulia will monitor delivery of the Ads, and will notify Advertiser either electronically or in writing as soon as possible (and no later than 14 days before the applicable IO end date unless the length of the campaign is less than 14 days) if Trulia believes that an under-delivery is likely. In the case of a probable or actual under-delivery, Advertiser and Trulia may arrange for a makegood consistent with these Terms.
    2. Makegood Procedure. If actual Deliverables for any campaign fall below guaranteed levels, as set forth on the IO, Advertiser and Trulia will use commercially reasonable efforts to agree upon the conditions of a makegood flight, either on the IO or at the time of the shortfall. In no event will Trulia provide a makegood or extend any Ad beyond the period set forth on the IO without the prior written consent of Advertiser.
    3. Unguaranteed Deliverables. If an IO contains CPA Deliverables, CPM Deliverables, or CPC Deliverables, the predictability, forecasting, and conversions for such Deliverables may vary and guaranteed delivery, even delivery, and makegoods are not available. (Each CPL shall mean a CPA per the Terms)
  8. BONUS IMPRESSIONS

    Where Advertiser uses a Third Party Ad Server, Trulia will not bonus more than 10% above the Deliverables specified on the IO without the prior written consent of Advertiser. Permanent or exclusive placements will run for the specified period of time regardless of over-delivery, unless the IO establishes an impression cap for Third Party Ad Server activity. Trulia will not charge Advertiser for any additional Deliverables above any level guaranteed or capped on the IO. If a Third Party Ad Server is being used and Advertiser notifies Trulia that the guaranteed or capped levels stated on the IO have been reached, Trulia will use commercially reasonable efforts to suspend delivery and, within 48 hours of receiving such notice, Trulia may either (i) serve any additional Ads itself or (ii) be held responsible for all applicable incremental Ad serving charges incurred by Advertiser but only (A) after such notice has been provided, and (B) to the extent such charges are associated with over delivery by more than 10% above such guaranteed or capped levels.

  9. FORCE MAJEURE
    1. Generally. Excluding payment obligations, neither party will be liable for delay or default in the performance of its respective obligations under the Agreement if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes (“Force Majeure event”).
    2. Cancellation. If a Force Majeure event has continued for more than ten (10) business days, the non-delayed or non-defaulting party has the right to cancel the remainder of the IO without penalty.
  10. TERMINATION
    1. Termination without Cause. Unless designated on the IO as non-cancelable, Advertiser may cancel the entire IO, or any portion thereof, as follows:
      1. With 14 days’ prior written notice to Trulia, without penalty, for any guaranteed or non-guaranteed Deliverables. For clarity and by way of example, if Advertiser cancels the guaranteed portions of the IO eight (8) days prior to serving of the first impression, Advertiser will only be responsible for the first six (6) days of those Deliverables.
      2. With 30 days’ prior written notice to Trulia, without penalty, for any flat fee-based or fixed-placement Deliverable, including, but not limited to, roadblocks, time- based or share-of-voice buys, and some types of cancelable sponsorships.
      3. Advertiser will remain liable to Trulia for amounts due for any custom content or development (“Custom Material”) provided to Advertiser or completed by Trulia or its third-party vendor prior to the effective date of termination. For IOs that contemplate the provision or creation of Custom Material, Trulia will specify the amounts due for such Custom Material as a separate line item. Advertiser will pay for such Custom Material within 30 days from receiving an invoice therefore.
    2. Termination for Cause. Either Trulia or Advertiser may terminate an IO at any time if the other party is in material breach of its obligations hereunder, which breach is not cured within 10 business days after receipt of written notice thereof from the non-breaching party, except as otherwise stated in the Agreement with regard to specific breaches. Additionally, Trulia may suspend delivery of Ads under any and all IOs immediately upon written notice to Advertiser in the event of any failure by Advertiser to make any payment hereunder when due (and, if Trulia elects to suspend delivery of any Ads, the end date specified in the applicable IO will be extended by a number of days equal to the period of suspension).
    3. Effects of Termination. Sections 10(c), 12, 13, 14 and 15 will survive the termination or expiration of this Agreement.
  11. REPRESENTATIONS
    1. Trulia. Trulia hereby represents and warrants to Advertiser that Trulia has (i) all necessary power and authority to enter into this Agreement and that (ii) Trulia's execution of this Agreement and performance of its obligations hereunder do not and will not violate any agreement to which it is a party or by which it is bound.
    2. Advertiser. Advertiser hereby represents and warrants to Trulia that (i) Advertiser's execution of this Agreement and performance of its obligations hereunder do not and will not violate any agreement to which it is a party or by which it is bound; and that (ii) Advertiser has all necessary licenses and clearances to use the content contained in the Ads and Advertising Materials as specified on the IO and subject to these Terms and Conditions, including any applicable Policies.
  12. INDEMNIFICATION
    1. Trulia. Trulia will defend, indemnify and hold harmless Advertiser and each of its Affiliates and Representatives (“Advertiser Indemnified Parties”) from damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) resulting from any claim, judgment, or proceeding (collectively, “Claims”) brought by a third party and resulting from Trulia’s breach of the Trulia’s representations, warranties, covenants and/or obligations as set forth in this Agreement. Notwithstanding the foregoing, Trulia will not be liable for any Losses resulting from Claims to the extent that such Claims result from Trulia’s customization of Ads or Advertising Materials based upon detailed specifications, materials, or information provided by the Advertiser Indemnified Parties.
    2. Advertiser. Advertiser will defend, indemnify, and hold harmless Trulia and each of its Affiliates and Representatives from Losses resulting from any Claims brought by a third party resulting from (i) Advertiser’s breach of the Agreement, (ii) Advertiser’s violation of Policies or (iii) the content or subject matter of any Ad or Advertising Materials to the extent used by Trulia in accordance with these Terms or an IO.
    3. Procedure. The indemnified party(s) will promptly notify the indemnifying party of all Claims of which it becomes aware (provided that a failure or delay in providing such notice will not relieve the indemnifying party’s obligations except to the extent such party is prejudiced by such failure or delay), and will: (i) provide reasonable cooperation to the indemnifying party at the indemnifying party’s expense in connection with the defense or settlement of all Claims; and (ii) be entitled to participate at its own expense in the defense of all Claims. The indemnified party(s) agrees that the indemnifying party will have sole and exclusive control over the defense and settlement of all Claims; provided, however, the indemnifying party will not acquiesce to any judgment or enter into any settlement, either of which imposes any obligation or liability on an indemnified party(s) without its prior written consent.
  13. LIMITATION OF LIABILITY

    TRULIA WILL NOT BE LIABLE TO ADVERTISER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. TRULIA'S ENTIRE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE AMOUNT PAID BY ADVERTISER TO TRULIA DURING THE TWELVE MONTHS PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO ADVERTISER’S CLAIM.

  14. CONFIDENTIALITY; DATA USAGE
    1. Confidential Information. Each party (the “Discloser”) may disclose to the other party (the “Recipient”) information which has commercial and other value in Discloser’s business and is confidential in nature, hereinafter referred to as “Confidential Information.” Recipient agrees (a) to hold the Confidential Information in strict confidence and to take reasonable precautions to protect such Confidential Information; (b) not to disclose any such Confidential Information to any third person, unless in performing its obligations or exercising its rights under this Agreement or otherwise authorized to do so; (c) not to make any use whatsoever at any time of Discloser’s Confidential Information except in performing its obligations or exercising its rights under this Agreement. Confidential Information shall not include any information that is (a) in the public domain through no fault of the receiving party; (b) already known by the receiving Party without being subject to any duty of confidentiality to any third party; (c) independently learned or deduced by the receiving Party without any reference to the disclosing Party's Confidential Information; (d) required by the receiving Party to be disclosed by operation of law. The Recipient may disclose the Discloser’s Confidential Information if required to comply with a court order or other government demand that has the force of law. Before doing so, the Recipient must seek the highest level of protection available and, when possible, give the Discloser enough prior notice to provide a reasonable chance to seek a protective order. Each Party acknowledges that breach of this provision by it would result in irreparable harm to the other Party, for which money damages would be an insufficient remedy, and therefore that the other party will be entitled to seek injunctive relief to enforce the provisions of this Section 14.
    2. Advertiser Use of Data. Advertiser will not use Collected Data (as defined below) unless Advertiser is permitted in writing to use such Collected Data by Trulia. Notwithstanding the foregoing or anything to the contrary herein, the restrictions on Advertiser in this Section 14(b) shall not prohibit Advertiser from using Collected Data on an Aggregated basis for internal media planning purposes only. “Collected Data” means (i) details set forth on the IO, including, but not limited to, Ad pricing information, description, placement, and targeting information; (ii) data regarding a campaign gathered during delivery of an Ad pursuant to the IO (e.g., number of impressions); and (iii) any data that is preexisting Trulia data used by Trulia pursuant to the IO or gathered pursuant to the IO during delivery of an Ad that identifies or allows identification of Trulia, the Trulia Network, brand, content, context, or users as such.
  15. CONFIDENTIALITY; DATA USAGE
    1. Assignment. Neither Party may assign the Agreement, in whole or in part, without the other Party's prior written consent (which will not be unreasonably withheld), except that either Party may assign this Agreement without such consent to any entity resulting from any merger, consolidation or other reorganization involving the assigning Party, or to which the assigning Party may transfer all or substantially all of its assets; provided that the assignee agrees in writing to be bound by all the terms and conditions of this Agreement. Subject to the foregoing, this Agreement will be binding on and enforceable by the Parties and their respective permitted successors and permitted assigns. Any attempted assignment in violation of this Section 15(a) shall be null and void.
    2. Entire Agreement. Each IO (including the Terms) (i) will constitute the entire agreement of the parties with respect to the subject matter thereof and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the IO and (ii) may be amended or modified only by a written instrument signed by a duly authorized agent of each Party. No breach of this Agreement by either Party will affect the rights or obligations of either Party under any other agreement between the Parties. The IO may be executed in counterparts, each of which will be an original, and all of which together will constitute one and the same document.
    3. Publicity. Except as permitted in the Agreement, neither party shall refer to the other party in any advertising, marketing or published communication or use or allow to be used, either party’s name, websites, Ads, logo, trademarks, service marks, patented technologies or copyrighted works, without the prior written approval of the other party.
    4. Choice of Law. All IOs will be governed by the laws of the State of New York without reference to its choice of law rules to the contrary.
    5. Severability. If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect.
    6. Notices. Any notice required to be delivered hereunder will be deemed delivered three days after deposit, postage paid, in U.S. mail, return receipt requested, one business day if sent by overnight courier service, and immediately if sent electronically or by fax. Notices will be sent to the addresses specified under each Party's signature on the IO. Any Party may change its address for notice and the address to which copies must be sent by giving notice of the new addresses to the other Parties in accordance with this Section 15(f), except that any such change of address notice will not be effective unless and until received.
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