Confidential

SEM Arbitrage Policy

Last Updated: May 2023

This SEM Arbitrage Policy applies to all SEM Arbitrage Implementations distributed by Publisher (and, if distribution is expressly authorized by search provider, Publisher’s Syndication Partners) in connection with the Agreement. Unless otherwise defined herein, all capitalized terms have the meaning given in the Agreement. For the avoidance of doubt, other search provider Policies may also apply to the SEM Arbitrage Implementations governed by this Policy.

SEM Arbitrage Implementations. “SEM Arbitrage” Implementations consist of the purchase of one or more search ads from an search provider-approved search ad network (the “Ad Campaign”) for the purpose of driving the resulting user traffic to either (1) a separate and distinct Paid Search Results Page (SERP) or (2) a landing page containing both Paid Search Results and content, with the Paid Search Results being displayed at the top of the landing page and the content serving as the most prominent element of the landing page (the “Landing Page”). SEM Arbitrage Implementations may also include a “3-click” flow consisting of an Ad Campaign suggesting a topic that, upon a user click, resolves to a 2-Click Creative related to the same topic that, upon a user click, resolves to a SERP or Landing Page.
1. Approved Types of SEM Arbitrage Implementations. The following types of SEM Arbitrage Implementations are approved:
  1. Standard SEM Arbitrage: Publisher may manage the Ad Campaign either directly or through a SEM Agency (defined below) with traffic being directed to a SERP or Landing Page (which, for clarity, may include Publisher owned-and-operated websites and third party owned-and operated websites). Publisher must ensure that all SERPs and Landing Pages fully comply with the search provider Policies (including, without limitation, the Ad Rendering Policy).
  2. Expanded SEM Arbitrage: Publisher may grant a limited right to its Syndication Partner to distribute SEM Arbitrage Implementations (e.g., Syndication Partner funds the purchase by Publisher or Publisher’s SEM Agency of the Ad Campaign, with Publisher or Publisher’s SEM Agency managing the Ad Campaign, and the resulting traffic being directed to a SERP or Landing Page (which, for clarity, may include the Syndication Partner’s owned-and-operated websites), subject to the following requirements and restrictions:
    1. Syndication Partner is expressly prohibited from directly managing the Ad Campaign (e.g., Syndication Partner is prohibited from directly purchasing the search ads from the search ad network or selecting the keywords to use for the Ad Campaign).
    2. All Ad Campaigns must be directly managed by Publisher or a SEM Agency.
    3. Upon search provider’s request, Publisher must promptly provide a complete and detailed list of Syndication Partners and their associated Ad Campaigns, SERPs, and Landing Pages.
    4. Publisher must ensure that all Syndication Partners, SERPs, and Landing Pages fully comply with the search provider Policies (including, without limitation, the Ad Rendering Policy).
2. SEM Agency. A “SEM Agency” refers to a marketing agency that is approved by search provider, in its sole discretion, to purchase search ads from a search ad network for SEM Arbitrage Implementations. Publisher may not structure agreements with SEM Agencies using TAC or revenue share payments as incentives, but may structure agreements with SEM Agencies that include, for example, flat media fees with various sets of performance goals (e.g., fees based on return on ad spend, traffic quality, etc.). A SEM Agency must, at all times, satisfy all of the following requirements:
  1. maintain at least five (5) full-time employees.
  2. maintain business operations in (a) the United States or (b) the United Kingdom or (c) at least two of the following territories: Canada, Germany, France, Italy, Spain, Hong Kong, Taiwan, Australia, Brazil, and India.
  3. comply with the ad buying policies of the applicable search ad network.
  4. Have and maintain a valid contract with Publisher, pursuant to which such marketing agency is contractually obligated to comply with all ad buying policies of the respective search ad network and the search provider Policies.
Implementation Requirements. SEM Arbitrage Implementations must comply with the following requirements:
1. Publisher may designate a commercially reasonable number of SEM Agencies, as determined and approved by search provider, to manage its SEM Arbitrage Implementations; provided, however, that Publisher remains fully responsible for the acts or omissions of such SEM Agencies. search provider may, at any time, restrict or revoke Publisher’s right to use SEM Agencies due to quality or compliance issues.
2. The list of search provider-approved search ad networks consists of Google and Bing.
3. The ad copy used in each Ad Campaign(s) for the SEM Arbitrage Implementation must be relevant to the specific keyword purchased on the search ad network and must not be misleading.
4. The keyword purchased from the search ad network must match either (1) the exact keyword sent to search provider as the Query, or (2) a permitted modification of the keyword sent to search provider as the Query, which permitted modification is limited to (a) changing the Query terms from singular to plural (or vice versa); (b) changing the word tense of the Query terms; (c) changing the order of the Query terms (e.g., “diabetes treatment options” to “options to treat diabetes”); and (d) stripping “noise words” from Query terms.
Controls and Compliance. Publisher will comply (and, if applicable will ensure that its Syndication Partners and SEM Agencies comply) with the following requirements:
1. promptly provide search provider with all requested information and assistance relating to SEM Arbitrage Implementations, to enable search provider to address quality or compliance issues or advertiser complaints. For the avoidance of doubt, the information requested by search provider may include: the specific keyword(s) purchased from the search ad network and used in the ad call associated with such complaint; or the ad copies and keywords purchased from the search ad network (itemized by search ad network) and associated with the quality issue;
2. ensure that the Ad Campaigns, Landing Pages, and SERPs are clearly labeled and comply fully with the search provider Policies and instructions received from search provider, as may be updated from time to time.
3. ensure that the keywords used in search ads for a SEM Arbitrage Implementation that resolves to a Landing Page are clear and conspicuous to the user.
4. Restrict traffic sourcing from certain categories, sources or portions of traffic at the keyword, domain or traffic source level for quality purposes, as specified by search provider from time to time. In addition, Publisher must maintain the ability to (and, upon request by search provider, must) institute keyword blocks and impression/click caps for each SEM Arbitrage Implementation.