Publisher Terms of Use

Last Updated: 19 June 2025

These Publisher Terms of Use (the “Terms”) form a binding agreement between Topple Ad Network, Inc. (“Topple,” “we,” or “us”) and the entity or person (“Publisher,” “you,” or “your”) that integrates Topple’s tags, SDKs, APIs, or other code (collectively, the “Ad Zone Tags”) or otherwise makes inventory available to Topple for the display, rendering, or streaming of advertisements. By implementing any Ad Zone Tags, you acknowledge that you have read, understood, and agree to be bound by these Terms.

1. DEFINITIONS

1.1 “Ad” means any display, video, audio, native, rich-media, or other advertising creative delivered through Topple.

1.2 “Advertiser” means any party purchasing media through Topple to serve Ads to End Users.

1.3 “Confidential Information” has the meaning set forth in Section 15.

1.4 “Data” means any information collected or generated in connection with serving Ads, including but not limited to bid requests, responses, impressions, clicks, viewability, engagement, conversions, and device identifiers.

1.5 “End User” means a natural person accessing Publisher Properties.

1.6 “Gross Revenue” means the sum actually received by Topple from Advertisers for valid, billable Ads served on Publisher Properties, net of (a) billing adjustments, make-goods, and credits for Invalid Activity or quality issues; and (b) taxes, exchange fees, or wire fees.

1.7 “Invalid Activity” means Ads, impressions, clicks, installs, conversions, or other engagements (i) that do not result from genuine human interest; (ii) that are produced by automated tools, robots, spiders, scripts, or other non-human means; or (iii) that otherwise violate Section 7.

1.8 “Net Revenue” means Gross Revenue minus Topple’s platform fee and certain reasonable overhead costs incurred in connection with operating and maintaining Topple’s advertising platform and services.

1.9 “Publisher Properties” means the websites, mobile apps, CTV apps, or other digital media owned or operated by Publisher and approved by Topple for monetisation.

1.10 “Publisher Monetization Agreement” means the mutually executed agreement between Publisher and Topple specifying the commercial terms (including revenue share and term).

1.11 “Ad Zone Tags” means the JavaScript tags, SDKs, or other code snippets provided by Topple to enable the delivery of Ads on Publisher Properties.

1.12 “Quality Score” means a proprietary scoring system used by Topple to evaluate Publisher performance based on metrics such as viewability, engagement, invalid activity, and other relevant signals.

1.13 “Adjustments” means any debits, offsets, make-goods, chargebacks, clawbacks, or similar financial deductions applied to Gross Revenue or Net Revenue.

1.14 “Topple Dashboard” means the online platform provided by Topple to the Publisher for managing and reviewing ad performance, reporting, payments, and account settings.

1.15 “Direct Advertising Demand” means advertising campaigns that are sold and fulfilled directly by the Publisher without involvement from Topple or other intermediaries.

2. INTEGRATION & ACCEPTANCE

2.1 Onboarding. Publisher shall provide all information reasonably requested by Topple to complete onboarding, including payment details, tax documentation, site/app lists, and, upon request, site traffic information such as access to Publisher’s Google Analytics account or equivalent data sources.

2.2 Approval. Topple may approve or reject any Publisher Property in its sole discretion and may revoke approval at any time.

3. AD SERVING & FORMATS

3.1 Supported Formats. Topple currently supports display and video Ads. Additional formats (audio, native, immersive, etc.) may be added upon notice to Publisher and will be governed by these Terms.

3.2 Ad Placement. Publisher shall place the Ad Zone Tags only in positions and on Properties approved by Topple. Ad Zone Tags must be hard-coded on the Publisher’s website or placed in the second position of the Publisher’s ad server, following the exhaustion of any direct advertising demand, or as otherwise may be stipulated in the Publisher Monetization Agreement. Publisher shall not alter, resize, obfuscate, or otherwise interfere with Ads or their delivery.

3.3 Priority. Publisher shall not interfere with, nor encourage others to interfere with, the delivery or display of Ads, including through ad blocking, element covering, or code manipulation.

4. DATA & MEASUREMENT AUTHORITY

4.1 Topple as System of Record. Topple’s reporting metrics (including counts of impressions, clicks, viewability, engagement, and revenue) are the sole and binding measure for purposes of invoicing, payment, quality assessment, and dispute resolution, regardless of any third-party or server-side statistics.

4.2 Discrepancies. Publisher must notify Topple in writing of any good-faith reporting discrepancy within thirty (30) calendar days of the close of the month in which it occurred. Failure to do so constitutes irrevocable acceptance of Topple’s reports.

5. QUALITY STANDARDS

5.1 Viewability. Publisher shall maintain minimum viewability rates as announced by Topple from time to time (e.g., 70 % display viewability, 50 % video viewability, MRC standard).

5.2 Engagement. Publisher shall maintain engagement-rate thresholds (e.g., click-through rate, view-through completion) reasonably consistent with industry bench-marks for its category.

5.3 Quality Score. Topple may apply a proprietary quality score that considers viewability, engagement, Invalid Activity, ad density, content adjacency, and user experience. Topple may reduce bids, limit demand, withhold payments, or suspend Properties falling below required thresholds.

6. PAYMENT TERMS

6.1 Revenue Share. Topple shall pay Publisher the Net Revenue for valid activity, subject to the adjustments in Section 6.3 and offsets in Section 6.4, and in accordance with the terms of the Publisher Monetization Agreement.

6.2 Payment Timing. Unless otherwise agreed in writing, Topple will remit payments within sixty (60) days after the end of the calendar month in which Gross Revenue is received from the Advertiser. Payments will be made in U.S. Dollars via ACH/wire or such other method elected by Topple.

6.3 Quality Holdbacks. Topple may withhold an amount of monthly Net Revenue proportional to the Publisher’s quality score as determined by Topple’s systems, including but not limited to viewability, engagement metrics, and levels of Invalid Activity. The withheld amount may vary month-to-month based on performance and, if attributed to poor performance or Invalid Activity, may be permanently withheld or applied against Adjustments at Topple’s sole discretion.

6.4 Advertiser Non-Payment. If an Advertiser fails to pay any amounts owed to Topple, Topple may proportionally reduce or withhold payment to Publisher related to that Advertiser’s spend until payment is actually received. Topple shall have no obligation to initiate litigation or collection activities.

6.5 Set-Off. Topple may set off any amounts owed by Publisher (including refunds, credits, chargebacks, or indemnities) against sums payable to Publisher.

7. FRAUD PREVENTION & PROHIBITED PRACTICES

Publisher shall not, and shall not permit any third party to, directly or indirectly engage in any of the following (collectively, “Prohibited Practices”):

a) Artificial Traffic – generating fake bid requests, impressions, clicks, installs, or conversions through code, software, bots, or any automated means.

b) Invalid Clicks – incentivised clicks, forced redirects, clickjacking, misleading overlays, or any tactic designed to procure clicks without genuine user intent.

c) Invalid Installs & Attributions – methods that artificially take credit for app installs or generate installs not resulting from voluntary End User action.

d) Prohibited Ad Rendering – ad injection, hidden or stacked Ads, pixel stuffing, malware-triggered Ads, or adware.

e) User-Agent Manipulation – modifying, spoofing, or cycling user-agent strings or other device signals.

f) Cookie Stuffing & Header Manipulation – placing or overwriting cookies, buyer IDs, or headers without user consent or outside the Ad Zone Tags.

g) Auction Manipulation – bid caching, bid shading, bid response spoofing, time-outs, or any interference with real-time bidding fairness.

h) URL / Domain / App-ID Spoofing – misstating or obfuscating the actual source domain, page URL, app ID, or bundle ID.

i) Disallowed Traffic Sources – acquiring traffic from botnets, traffic farms, data centers, emulators, virtual machines, or any source that imitates legitimate human users.

j) Deceptive or Harmful Site Design – misleading navigation, browser hijacking, auto-initiated downloads, or distribution of spyware, adware, ransomware, or viruses.

Violation of this Section 7 constitutes a material breach and may result in immediate suspension, forfeiture of unpaid earnings, and further legal remedies.

8. AUDIT & VERIFICATION

8.1 Right to Audit. Topple or its third-party auditors may, upon reasonable notice, audit Publisher’s records, systems, and traffic sources to verify compliance.

8.2 Co-operation. Publisher shall co-operate fully with any audit or investigation and provide logs, impression data, traffic source lists, and other materials reasonably requested.

9. PUBLISHER REPRESENTATIONS & WARRANTIES

Publisher represents and warrants that:

(a) it has all rights necessary to provide the inventory and content on the Publisher Properties;

(b) it will comply with all applicable laws, regulations, self-regulatory codes, and privacy obligations (including GDPR, CCPA, COPPA, and any applicable IAB frameworks);

(c) it will not engage in, facilitate, or knowingly permit any Prohibited Practices;

(d) it will not place the Ad Zone Tags on Properties that contain or link to content that is illegal or that incites or facilitates actual violence, discrimination, or other unlawful conduct. For clarity, lawful expressions of political, cultural, or editorial opinion shall not be considered violations of this clause solely because they are controversial or offensive to some;

(e) it will implement and maintain commercially reasonable security measures to protect against unauthorised access, malware, and data breaches.

10. SUSPENSIONS & TERMINATION

10.1 Suspension. Topple may suspend delivery of Ads or payments (in whole or in part) immediately upon detecting Invalid Activity, quality failures, or other breaches.

10.2 Termination by Topple. Topple may terminate these Terms or any Publisher Monetization Agreement upon thirty (30) days’ written notice, or immediately for breach or fraud. Publisher shall have no right to terminate these Terms or any Publisher Monetization Agreement for convenience.

10.3 Effect. Upon termination, Publisher shall promptly remove all Ad Zone Tags. Sections 4, 6, 7, 8, 9, 11–18 survive termination.

11. DATA USAGE & PRIVACY

11.1 Permitted Use. Publisher may use Data solely for internal reporting and optimisation. Publisher shall not resell, append, or otherwise exploit Data for targeted advertising outside the scope of these Terms.

11.2 Privacy Notices & Consent. Publisher must provide legally sufficient privacy notices and obtain all consents required for the collection and processing of personal data.

12. INTELLECTUAL PROPERTY

Except for the limited, revocable licence to implement the Ad Zone Tags, neither party grants the other any licence or other rights in or to its trademarks, software, or other intellectual property.

13. INDEMNIFICATION

13.1 By Publisher. Publisher shall indemnify, defend, and hold harmless Topple, its affiliates, directors, employees, and agents against any third-party claims arising out of (a) Publisher Properties; (b) Prohibited Practices or Invalid Activity; (c) breach of these Terms; or (d) violation of applicable law.

13.2 Procedure. Topple shall provide prompt notice of any claim and reasonable co-operation; Publisher shall not settle any claim without Topple’s prior written consent.

14. LIMITATION OF LIABILITY

14.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, ARISING OUT OF OR RELATING TO THESE TERMS.

14.2 Cap. EACH PARTY’S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO PUBLISHER HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

15. CONFIDENTIALITY

15.1 Definition. “Confidential Information” means any non-public business, financial, technical, or Data disclosed by one party to the other.

15.2 Obligations. Each party shall (a) use Confidential Information solely to perform under these Terms, (b) protect it with reasonable care, and (c) not disclose it except to employees or contractors with a need to know who are bound by equivalent obligations.

16. MODIFICATIONS

Topple may modify these Terms at any time by posting the revised version at https://wearetopple.com/publisher-terms-of-use/ or by providing notice via e-mail or the publisher dashboard. Continued use of the Ad Zone Tags or Publisher Properties after the effective date constitutes acceptance.

17. GOVERNING LAW & DISPUTE RESOLUTION

These Terms are governed by the laws of the State of Colorado, USA, without regard to conflict-of-laws principles. Any dispute shall be resolved exclusively by binding arbitration administered by the American Arbitration Association in Denver, Colorado, in English, with one arbitrator. The arbitration award may be entered in any court of competent jurisdiction.

18. MISCELLANEOUS

18.1 Independent Contractors. The parties are independent contractors; nothing herein creates an agency, partnership, or joint venture.

18.2 Assignment. Publisher may not assign or transfer these Terms without Topple’s prior written consent; any attempt is null. Topple may freely assign these Terms.

18.3 Entire Agreement. These Terms and the applicable Publisher Monetization Agreement (if any) constitute the entire agreement and supersede all prior or contemporaneous agreements regarding their subject matter. In the event of a conflict between these Terms and the Publisher Monetization Agreement, the Publisher Monetization Agreement shall govern.

18.4 Severability. If any provision is held invalid, the remainder shall remain in full force.

18.5 Force Majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control.

18.6 Notices. Notices to Topple must be sent to contact at wearetopple.com with “Publisher Terms Notice” in the subject, and are deemed received upon written confirmation.