Publisher Terms of Service

THIS AGREEMENT CONTAINS DISCLAIMERS AND LIMITATIONS OF LIABILITY. PLEASE REVIEW CAREFULLY.

By submitting an application to join the Program (as defined below), you are agreeing to abide by the terms of this Agreement in the event you are accepted to be a part of the Program. In the event you are not accepted to be a part of the Program, you understand and agree that no relationship between you and Mediavine, Inc. (“Mediavine”) has been created and neither party shall be bound by the terms of this Agreement. Mediavine is under no obligation to accept any applicant into the Program and the decision to accept any applicant is solely within Mediavine’s sole discretion.

Upon your acceptance into the Program, this Advertising Management Agreement (“Agreement”) confirms the terms of the relationship between you (“Publisher” or “You”) and Mediavine regarding the placement of display advertisements and/or other promotions, including, but not limited, banner advertisements, sidebar advertisements, in-content advertisements and text based advertisements (the “Ads”) on your website(s) listed in your application (the “Property”) by Mediavine (the “Program”). The Property includes the domain listed by Publisher and all subdomains. If You have listed more than one Property, this Agreement will apply to each of them. If applicable, this Agreement supersedes any previous agreements you have signed with Mediavine governing your participation in the Program. If you utilize other Mediavine product offerings on the Property, such as plug-ins or website themes, your use of those offerings will be governed by the requisite product terms and conditions. By participating in the Program and clicking accept to these terms, you acknowledge that you have read, accepted and are legally bound by all of the terms, conditions, warranties, duties and obligations set forth in this Agreement.

Eligibility. You must be at least eighteen (18) years of age to participate in the Program. To be eligible to apply for the Program, you must have accurately and truthfully provided the information required in the application found on the Mediavine website, located at www.mediavine.com (the “Application”). It is within Mediavine’s sole discretion to determine Your eligibility to participate in the Program. If at any time Mediavine discovers any information on the Application is inaccurate or false, Mediavine may immediately terminate this Agreement.

Term. For publishers just accepted to the Program, for the period of ninety (90) days immediately following the date of this Agreement (the “Initial Term”), Mediavine will use reasonable business efforts to include Publisher in advertising deals. During the Initial Term, Publisher may not make changes to the Ad placement that is set by Mediavine, including, but not limited to, placement of the Leaderboard, Desktop or Mobile Adhesion, Sidebar Ad on desktop or mobile, In-Content Ad on desktop or mobile or any printable card, if applicable. After the expiration of the Initial Term, the Agreement will extend in thirty (30) day increments (the “Extended Term”). Either Publisher or Mediavine may terminate the Extended Term upon thirty (30) days written notice that complies with the terms of this Agreement. Failure to terminate the Agreement according to these terms will result in this Agreement renewing for a subsequent thirty (30) day Extended Term. Publisher may not remove any Mediavine code or script from the Property until this Agreement has been properly terminated.

Termination. Mediavine reserves the right to immediately terminate any Publisher account that it deems, in its sole discretion, violates one of the Program’s policies as defined in Exhibit A to this Agreement (the “Policies”), any representation and warranty in the Agreement or for any other reason that Mediavine believes may adversely affect the Program, Mediavine, its network or advertisers. Publisher’s obligations under the terms of the Agreement will not be terminated if the Property is redirected to a new URL not listed in the Application or the Property is re-branded under a new name but maintains the same or substantially the same content. Within fifteen (15) days of expiration or termination of this Agreement, Publisher shall destroy, or if requested by Mediavine, return all Confidential Information obtained through this Agreement. In the event Mediavine terminates this Agreement and Publisher maintains other properties on the Mediavine network, Mediavine may, in its sole discretion, terminate those agreements as well, without complying with the thirty-day notice period.

Advertising Inventory. Publisher grants Mediavine exclusive, worldwide rights to own, control and represent all Ads on the Property while bound under this Agreement either during the Initial Term or any Extended Term thereafter. Publisher is not permitted to sell, discuss or negotiate with any third party regarding Property’s advertisement inventory.

Payment. Payment to the Publisher will be issued in U.S. Dollars within NET sixty-five (65) days of monies earned. Publisher may elect the manner in which Publisher receives its earnings. Certain payment methods, may be subject to additional fees of which Publisher will be responsible. Earnings are based solely on reporting in the Mediavine Dashboard, which becomes available immediately upon acceptance into the Program and the Property’s proper set-up, as described herein. You are responsible for keeping your payment information current and accurate. Mediavine reserves the right to withhold or adjust any payment to Publisher in the event of any reasonably suspected or actual violation of this Agreement, any Exhibits or any other policy or guideline established in connection with the Program. Should You have a dispute and/or a question related to any calculation in Your Mediavine Dashboard, You must email Mediavine within ten (10) business days of the transaction in question at publishers@mediavine.com. Mediavine will respond within ten (10) business days of Your email. It is within Mediavine’s sole discretion how such disputes and/or questions are resolved. Failure to notify Mediavine of a dispute within the time period noted will be deemed a waiver of such dispute. Mediavine reserves the right, in its sole discretion, to increase the percentage paid to Publisher based on Publisher’s ad impression volume, as calculated solely by Mediavine. Publisher shall be responsible to pay any applicable sales, use taxes, duties, tariffs or the like on Publisher’s net revenue.

The Account. You will login to the Mediavine dashboard (the “Mediavine Dashboard”) through login credentials provided by Mediavine(the “Account”). The Mediavine Dashboard and all Account information is Confidential Information as defined under this Agreement. Publisher may not provide access to, share data with, or otherwise allow any third party access to the Dashboard, Confidential Information or the Account. The Publisher is the only party, outside of Mediavine, with permission to access the Account and Publisher may not share its authority to use the Account and Mediavine Dashboard. The Publisher is responsible for keeping the login credentials, including username and password, to access the Mediavine Dashboard and Account, confidential. The username and password are property of Mediavine. Absent express written permission from Mediavine, Publisher may not provide access to the Mediavine Dashboard or any information or data found in the Mediavine Dashboard to any third party. Publisher may not screenshot or otherwise copy and share any information or data found in the Mediavine Dashboard with any third party. Publisher is solely and fully responsible for any and all activities that occur under the Account. Upon termination of this Agreement, Publisher shall no longer have access to the Mediavine Dashboard or any information, data, or statistics contained therein. You agree to (a) immediately notify Mediavine of any unauthorized use of your username, password, Account or Mediavine Dashboard or any other breach of security and (b) ensure that you exit from your Account at the end of each session when accessing the Account. In the event of a dispute regarding Account ownership, Mediavine reserves the right to request documentation to determine or confirm Account ownership. Any violation of this provision is grounds for immediate termination of this Agreement. Mediavine reserves the right to seek any remedy available to protect its Confidential Information, the Mediavine Dashboard and the Account from unauthorized third party access.

Revenue Share Calculation. Publisher shall be entitled to a base commission for all Ads served on the Property (the “Revenue Share”). For those Ads categorized by Mediavine as Mediavine Display Ads (which shall be categorized in Mediavine’s sole discretion) in the Mediavine Dashboard, Publisher’s Revenue Share shall be calculated as seventy-five percent (75%) of the gross proceeds (as reported by Mediavine’s Ad server) from the Mediavine Display Ads on the Property as paid to Mediavine by advertisers and networks. Publisher’s Revenue Share for Mediavine Display Ads may increase, at Mediavine’s sole discretion and calculation, to 80% if the Property produces five (5) million ad impressions over the previous thirty-day period and to 85%, if the Property produces fifteen (15) million ad impressions over the previous thirty-day period. The Mediavine Dashboard will be the sole source of data to calculate the Property’s Ad impressions. Publisher’s Revenue Share will automatically adjust each day, based on the previous thirty days’ Ad impressions, which can be located in the Mediavine Dashboard. The Publisher Revenue Share percentage for Mediavine Display Ads will be noted each day in the Mediavine Dashboard. For those Ads categorized by Mediavine as Partner Ads (which shall be categorized in Mediavine’s sole discretion) in the Mediavine Dashboard, Publisher’s Revenue Share will be calculated as 80% of the gross proceeds (as reported by Mediavine’s Ad server) from the Partner Ads on the Property as paid to Mediavine by advertisers and networks.

Loyalty Program. After Publisher has been an active member of the Program for one (1) full year, Publisher is eligible for Mediavine’s loyalty program. After year one (1) as an active member, Mediavine will increase the Publisher Commission by one percent (1%). After two (2) years as an active member, Publisher will increase the Publisher Commission by two percent (2%). The loyalty program continues each year, with an incremental one percent (1%) increase in Publisher Commission until year five (5). At no time will a Publisher receive an increase in Publisher Commission that is more than five percent (5%). Eligibility and pay-outs in the loyalty program are at Mediavine’s sole discretion.

Property Set-up and Ad Placement. Ad tag placement and/or removal by Publisher will be dependent upon the respective terms of the advertiser or advertising partner with which Mediavine and the Publisher are working. Once Mediavine approves Publisher to join the Program, Mediavine will send instructions to set up the Property. It is Publisher’s responsibility to carefully read the instructions and follow the directions exactly as written. It is also the Publisher’s responsibility to remove any code from previous ad providers and to insert the script that Mediavine provides into the Property. Should the Publisher be unable to either remove previous ad code or insert Mediavine-provided script, Publisher may contact Mediavine for assistance. If Publisher authorizes Mediavine to either remove a previous ad provider’s code or to place the Mediavine-provided script, Publisher does so at its own risk. Mediavine expressly disclaims all responsibility and liability for any damages that occur while Mediavine is assisting with removal or insertion of code and/or script.

Optional Technical Assistance. If deemed necessary in Mediavine’s sole discretion and with Publisher’s approval, Mediavine will perform technical services to assist Publisher in installing and optimizing the Ads (the “Optional Technical Services”). The Optional Technical Services can include, but are not limited to, installing Mediavine code on the Property, optimizing the Ads on the Property, fixing errors or issues on the Property and/or making changes to the Property structure using HTML or CSS. If Mediavine performs the Optional Technical Services, Publisher is responsible for maintaining regular backups and to ensure that the Property maintains standard security practices. Mediavine will not maintain any backups of the Property nor will it assist in the security of the Property. If Publisher requests Mediavine to perform the Optional Technical Services, Publisher does so at its own risk. Mediavine expressly disclaims any responsibility and/or liability for any changes, damages or inoperability to the Property that occur in connection with the Optional Technical Assistance.

Aggregation. For the duration of this Agreement, Publisher authorizes Mediavine to aggregate the Publisher’s website traffic under Mediavine through third party reporting services such as comScore, QuantCast, or an equivalent thereof. Publisher must execute documents necessary for such aggregation. Failure to do so may result in immediate termination of this Agreement and Your participation in the Program.

Reporting and Policies. Publisher shall comply with any reporting requirements communicated by Mediavine, including, but not limited to, displaying required logos and marks at the bottom of Property. Publisher shall also comply with the Policies listed in Exhibit A, any and all applicable laws and any other policies that may be required by Mediavine or its advertising partners. It is Publisher’s sole responsibility to confirm that the Property complies with all applicable laws. Should any of the policies change, Mediavine shall endeavor to notify Publisher through the messaging services in the Mediavine Dashboard at least five (5) business days prior to the policy change. In the event Mediavine is unable to give five (5) business days of notice, the policy changes shall still be mandatory.

Privacy. It is Publisher’s sole responsibility to confirm that the Property complies with all laws, including relevant privacy laws. Publisher must maintain a privacy policy on the Property that complies with all applicable laws, including, but not limited to, U.S. laws, California law AB-375 otherwise known as the California Consumer Privacy Act (“CCPA”) and the laws of the European Union, such as the General Data Protection Regulation (“GDPR”). The privacy policy must be easily navigable on the Property by any user and on any page of the Property and is subject to random audit by Mediavine. Failure to maintain a legally sufficient privacy policy, consent management system or opt-out protocol on the Property is grounds for immediate termination of this Agreement. Mediavine shall provide certain information about Mediavine advertising partners that you must include in your privacy policy or on the Property. Nonetheless, Mediavine does not warrant or represent that any information provided to Publisher by Mediavine will be sufficient for Publisher to maintain a legally sufficient privacy policy. It is also Publisher’s responsibility to ensure that Publisher is obtaining any consents necessary to collect data from users of the Property and any opt-out signals sent by users of the Property and relaying those signals to Mediavine. Mediavine shall provide access to a “Do Not Sell My Information” button (the “Button”) that Publisher may utilize on the Property to assist in obtaining opt-out signals as needed. Mediavine makes no warranties or representations that the Button will be legally sufficient under CCPA or any other privacy law or regulation. To display the Ads, Publisher must utilize Mediavine’s Consent Management Platform (“CMP”). Failure to activate the CMP is immediate grounds for termination of this Agreement. Mediavine shall only utilize the data shared from Publisher for the sole purpose of performing its obligations under this Agreement and shall not use the data for any other purpose. Mediavine shall comply with all opt-out signals, access and deletion requests sent by Publisher to Mediavine related to any of Publisher’s users provided that the requests comply with the requirements of the CCPA, GDPR and any other relevant privacy law of regulation.

Optional Use of Identity API. In the event that Publisher opts to use the Mediavine Identity API, it is solely Publisher’s responsibility to conform to the requirements set forth by Mediavine for its use, including but not limited to, conforming Publisher’s use to all relevant privacy laws and obtaining any consents or opt-outs as needed to collect and process user data.

Data Processing Agreements. Mediavine enters into Data Processing Agreements, with its advertising partners. For an up to date list of the Data Processing Agreements of which Mediavine is a party, please refer to https://www.mediavine.com/privacy-policy/. You will also enter into a data processing agreement with Mediavine that is attached hereto as Exhibit B.

Representations and Warranties. Publisher hereby represents, warrants and covenants that (i) use of the Publisher’s name and logo by Mediavine and Mediavine-owned sites does not and will not infringe upon any third party intellectual property rights, including without limitation United States or foreign trademarks, patents, copyrights, rights of publicity, moral rights, or any other third-party right (collectively “IP Rights”); (ii) Publisher has all necessary rights, power and authority to enter into this Agreement and grant to Mediavine all rights hereunder; (iii) all of the information Publisher has provided to Mediavine is correct and current; (iv) You are the owner of the Property or are legally authorized on behalf of the owner; (v) the Property does not portray illicit drugs nor contain pornography, adult or mature content or any content that otherwise promotes violence, illegal activity or infringes on the rights of others; (vi) You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations in your performance of this Agreement, including any material displayed on the Property; (vii) You are not breaching and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; (viii) Publisher maintains all of the necessary policies on the Property, including legally sufficient privacy policies, and will obtain any legally necessary consents for data collection from users of the Property at all times; and (ix) Publisher has no obligations that will prevent Publisher from meeting its obligations under this Agreement.

Indemnification. Publisher hereby agrees to indemnify and hold Mediavine, its affiliated companies, and its respective employees, officers, directors, trustees, and agents harmless from and against any and all losses, claims, suits, actions, liabilities, obligations, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of a breach of Publisher’s obligations under this Agreement, Publisher’s failure to comply with any applicable privacy law or to obtain legally sufficient opt-in or opt-out signals, Mediavine’s association with Publisher and/or claims by third-parties with respect to intellectual property rights of which third-parties may have an interest.

Limitation of Liability. With the exception of gross negligence or willful misconduct by a party, and to the extent allowable by law, in no event will Mediavine be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever, including, but not limited to, damages for loss of profits, business interruption, loss of information, and the like, incurred by Publisher or any third party arising from this Agreement, even if Mediavine has been advised of the possibility of such damages. Mediavine will not be held liable for any loss due to server downtime, network downtime, packet loss, net traffic problems, disasters, acts of government, strike, lock-out, communication line or power failures, inoperability or destruction of the Property or its components. Mediavine shall do everything in its power to maintain the highest standard of availability of its system. Mediavine’s maximum liability under this Agreement are the amounts paid to Publisher in the six (6) months leading up to the dispute at issue.

NO WARRANTIES. TO THE EXTENT ALLOWABLE BY LAW,THE PROGRAM, THE INDENTITY API AND THE OPTIONAL TECHNICAL SERVICES ARE PROVIDED “AS IS” AND WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OUT OF A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE, NONINFRINGEMENT (INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS), QUALITY, PRODUCTIVENESS OR CAPACITY, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. MEDIAVINE, ITS SUPPLIERS, LICENSORS, AND ADVERTISING PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL BE CORRECT, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PROGRAM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MEDIAVINE OR ITS ADVERTISING PARTNERS MAKE NO GUARANTEE REGARDING THE NUMBER, QUALITY, OR CONTENT OF ANY ADVERTISEMENTS OR THE TIMING OF DELIVERY OF SUCH ADVERTISEMENTS. MEDIAVINE OR ITS ADVERTISING PARTNERS SHALL NOT BE RESPONSIBLE FOR ANY ADS OR WEBSITES THAT ARE SERVED THROUGH OR LINKED FROM THE PROGRAM. PUBLISHER UNDERSTANDS AND ACKNOWLEDGES THAT THERE IS NO GUARANTEE THAT ANY MINIMUM LEVEL OF REVENUE, OR ANY REVENUE, WILL BE GENERATED AS A RESULT OF THIS AGREEMENT. THE FOREGOING DISCLAIMER OF WARRANTY IS A FUNDAMENTAL PART OF THE BASIS OF MEDIAVINE’S BARGAIN HEREUNDER, AND THAT MEDIAVINE WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH DISCLAIMER.

License. Under this Agreement, Publisher grants Mediavine the royalty-free, non-exclusive right to use the trademarks and trade names owned, operated, and/or controlled by Publisher (collectively the “Marks”) to meet Mediavine’s obligations under the Agreement, including, but not limited to, as part of Mediavine’s marketing materials.

Ownership of Program and Use. Mediavine owns all rights in the Program, any technology associated with the Program and Mediavine’s trademarks and any goodwill, derivative works, improvements and/or intellectual property associated with either (“Mediavine Intellectual Property”). No rights to the Mediavine Intellectual Property are granted to Publisher through this Agreement. All benefits of the Mediavine Intellectual Property shall inure to the sole benefit of Mediavine. Publisher will not copy, modify, distribute, sell, or lease the Program or any part thereof or attempt to unlock or bypass any encryption or other protections used by Mediavine. Publisher acknowledges that the Program constitutes Mediavine trade secrets and Confidential Information as defined below. Publisher will not use any such information to duplicate the Program or the results of the Program or to develop a similar service, or to enable any third party to do any of the foregoing. Publisher shall not develop any alternative service that displays advertisements substantially similar to the Program. Any violation of this provision shall be deemed to be an infringement of Mediavine’s intellectual property and may result in termination of your participation in the Program at Mediavine’s sole discretion including freezing of any unpaid amounts and seeking a refund of any amounts paid to you, and/or taking any legal action that Mediavine may deem necessary. Pursuant to the Survival provision below, all of these rights survive termination of this Agreement.

Confidential Information. Publisher agrees to hold in strict confidence and not to disclose to others or use for any purpose (other than the performance of this Agreement), either before or after termination of the Agreement, any confidential or proprietary information of Mediavine, including without limitation, any confidential or proprietary information that is transferred pursuant to this Agreement. Confidential and proprietary information includes, without limitation, the terms of this Agreement, information related to the Program, information related to any Mediavine current, future and proposed products or services, information obtained through the Dashboard, information obtained by Publishers from Mediavine that is not otherwise available to the public, vendor information, information relating to any other publisher, information obtained from the Mediavine private Facebook group, any technical or business information, product and software formulas or specifications, plans and roadmaps, prices and costs, payment information, patents, patent applications, development plans, code and source documents, financial information, customer lists, investors, employees, business and contractual relationships, sales and marketing plans, processes, experimental work, program, software, marketing or distribution plans, strategies or arrangements, or trade secrets relating to the products, systems, equipment, services, sales, research, or business of Company. Confidential information is not limited to a specific medium and can be oral, written, or physical in format. (“Confidential Information”).

Any oral or written waiver by Mediavine of these confidentiality obligations which allows Publisher to disclose the Confidential Information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences. In the event Publisher is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, it will give Mediavine prompt written notice of such request so that it may seek an appropriate remedy or waive the Publisher’s compliance requirement. Except as otherwise provided, information shall not be considered confidential hereunder nor subject to the provisions of this section if it can be demonstrated: (i) to have been rightfully in Publisher’s possession prior to the date of the disclosure of such information to Publisher, if such prior possession was not otherwise subject to a restriction on disclosure; (ii) to have been in the public domain prior to the date of the disclosure of such information to Publisher; (iii) to have become part of the public domain by publication or by any other means except an unauthorized act or omission on the part of Publisher, or (iv) to have been supplied to Publisher without restriction by a third party who is under no obligation to maintain such information in confidence. Confidential Information shall not be deemed to be generally available to the public or in Publisher’s possession merely because it may be embraced by a more general disclosure, or merely because it may be derived from combinations of disclosures generally available to the public or in Publisher’s possession.

Independent Contractor. The relationship between Publisher and Mediavine is that of independent contractors. Each party shall perform its services on its own account. The relationship between Publisher and Mediavine shall not under any circumstances be deemed to be a relationship of confidence or trust or a fiduciary relationship and is not and shall not be construed to be a partnership or joint venture.

Notice. Any notice, demand, request or other communication which is required or permitted hereunder shall be in writing and deemed to have been duly given or made for all purposes if sent by (i) personal delivery, in which case notice shall be deemed to have been given on the date of delivery; (ii) UPS, Federal Express, DHL or other nationally-recognized overnight delivery service, in which case notice shall be deemed to have been given the day after deposit of such notice with such service for next day delivery, to such party at the contact information set forth in the Application (or such other contact information as either party hereto may at any time, or from to time, direct by notice to the other party); or (iii) electronic mail, so long as the receiving party acknowledges receipt. Mediavine may be reached at publishers@mediavine.com.

Modification. Mediavine reserves the right to modify any part of this Agreement at any time without prior notice. Upon modification, you will be informed by email, writing or by an informational message through the Dashboard. Should you choose to not accept the amendments, the only action you can take is to terminate your account and have all outstanding commission paid to you. Continued participation in the Program and/or no action shall mean that you have accepted the modifications to the Agreement. All modifications shall become active twenty-four (24) hours after the modifications and notice have been completed.

Entire Agreement. This Agreement contains the entire Agreement between Publisher and Mediavine with respect to the subject matter hereof and supersedes and merges any and all prior and contemporaneous agreements, commitments, understandings, discussions, negotiations or arrangements of any nature relating thereto (including, but not limited to, any email communications between the Parties). The terms “hereunder,” “herein,” and words of like import shall mean and refer to this Agreement as a whole, and not to any specific provision of this Agreement.

Choice of Law and Personal Jurisdiction. This Agreement shall be interpreted pursuant to the laws of Florida and any proceedings in order to enforce the terms of this Agreement must be instituted in the appropriate court in Palm Beach County, Florida.

Severability. If any of the provisions of this Agreement is or becomes illegal, unenforceable or invalid (in whole or in part for any reason), the remainder of this Agreement shall remain in full force and effect without being impaired or invalidated in any way.

Survival. Any rights or obligations contained herein that by their nature should survive termination of the Agreement shall survive, including, but not limited to representations, warranties, intellectual property rights, indemnity obligations, and confidentiality obligations.

No Waiver. Any failure of either party to enforce any provision of this Agreement, or any right or remedy provided for therein, shall not be construed as a waiver, estoppel with respect to, or limitation of that party’s right to subsequently enforce and compel strict compliance or assertion of a remedy.

Assignment. This Agreement may not be transferred or assigned by You, but may be assigned by Mediavine without restriction.

Exhibit A – Policies

To participate in the Program, You must own the domain(s) you designate in your Application as the Property. All information contained in the Application must be true and accurate. The Property must contain all legally required terms of service, including, but not limited to, a legally sufficient privacy policy, which takes into account all relevant laws, such as GDPR, CCPA and any other applicable U.S. law. The Property must obtain the necessary consents for data collection, as required by the GDPR and must utilize the CMP. The Property must also be set up to send opt-out signals to Mediavine, as needed, in compliance with the requirements of CCPA.
In the event Publisher Mediavine terminates this Agreement due to Publisher’s breach, Mediavine reserves the right to concurrently terminate any other existing agreements with Publisher.
Publisher agrees to run a minimum of two (2) ads on the Property at all times.
Publisher agrees to give Mediavine “review and analyze” access to all Property data from Google Analytics.
If Publisher notices any issues with the Program, including, but not limited to, an unexpected change in ad placement, Publisher agrees to contact Mediavine within two (2) business days. If Publisher is unable to resolve the issue and gives Mediavine access to the Property to assist, Publisher does so at its own risk. Mediavine expressly disclaims all responsibility and liability for any damages that occur while Mediavine is assisting with troubleshooting or fixing any issues Publisher may have while using the Program.
Publisher has the ability to disable ads through the Publisher’s Site Settings on certain pages or posts on the Property. Publisher is not permitted to use this option site wide on the Property.
Publisher may not artificially inflate traffic counts using including, but not limited to, a device, program or robot.
The following are a non-exhaustive list of examples of the type of sites, activities or applications that are not allowed to participate in the Program. For the purposes of this policy, Mediavine will review both the Property and its related social media channels.
1. Hacking,
1. Software Pirating,
1. Pornographic content,
1. Containing or linking to any form of illegal activity,
1. Racial, ethnic, political, hate-mongering or otherwise objectionable content,
1. Material that defames, abuses, or threatens physical harm to others,
1. Inappropriate newsgroup postings, chat or forum abuse, unsolicited e-mail (SPAM),
1. Any illegal activity,
1. Torrent sites, and
1. Sites illegally distributing copyrighted content.
Ad code may not be altered, nor may the standard behavior, targeting or delivery of Ads be manipulated in any way that is not explicitly permitted by Mediavine. To enable proper delivery, display, tracking, and reporting of Ads, you may not modify the programming provided by Mediavine, unless expressly authorized by Mediavine in writing.
You may not click the Ads or use any means to inflate impressions and/or clicks artificially, including manual methods. Clicks on Ads must result from genuine user interest. Any method that artificially generates clicks or impressions on the Ads is prohibited. These prohibited methods include, but are not limited to, repeated manual clicks or impressions, automated click and impression generating tools and the use of robots or deceptive software.
You may not place Ads on pages receiving traffic from certain sources. For example, Publisher may not participate in paid-to-click programs, send unwanted emails or display ads as the result of the action of any software application. Publisher shall not drive traffic to their sites through incentivized click programs, spam email marketing, paid-to-surf, autosurf, click-exchange programs, unwanted advertisements on third-party websites, toolbars and other unsolicited software downloads.
If You utilize any of Mediavine’s additional products, You must agree to the terms and conditions for each. You agree to carefully read the terms and conditions and abide by each one.

Exhibit B – Data Processing Agreement

This Data Processing Agreement (the “DPA”), forms part of the Agreement between Mediavine, Inc. (“Mediavine”) and you (“Publisher” or “You”) and shall be effective as of the date you agree to the Advertising Management Agreement (the “Effective Date”). The parties have entered into the Advertising Management Agreement, and any related exhibits (collectively, the “Agreement”) under which Mediavine will process certain personal data provided or made available by Publisher in the course of providing services to Publisher. The parties intend this DPA to be an extension of the Agreement that will outline certain requirements for the processing of such personal data. This DPA applies exclusively to personal data provided or made available by Publisher to Mediavine.

1. Operative Provisions.

(a) Definitions.

Controller. Has the meaning given in applicable data protection laws from time to time.

Data Protection Laws. Means any applicable law relating to the processing, privacy and use of Personal Data, as applicable to either party or the Services, including:

• The Directive 95/46/EC (Data Protection Directive) and/or Data Protection Act 1998 or the GDPR

• Any laws which implement any such laws

• Any laws that replace, extend, re-enact, consolidate or amend any of the foregoing

Data Protection Supervisory Authority. Means any regulator, authority or body responsible for administering data protection laws

Data Subject. Has the meaning given in applicable data protection laws from time to time

GDPR. Means the General Data Protection Regulation (EU) 2016/679

International Organization. Has the meaning given in the GDPR

Personal Data. Has the meaning given in applicable data protection laws from time to time

Personal Data Breach. Has the meaning given in the GDPR

Processing. Has the meaning given in applicable data protection laws from time to time (and related expressions, including process, processing, processed, and processes shall be construed accordingly)

Processor. Has the meaning given in applicable data protection laws from time to time

Protected Data. Means personal data received from Controller in connection with the performance of Processor’s obligations under this agreement

Sub-Processor. Means any agent, subcontractor, or other third party engaged by Processor (or by any other sub-processor) for carrying out any processing activities in respect of the protected data

(b) Compliance with Data Protection Laws. The parties agree that the Publisher and Mediavine are

Joint Controllers for the purposes of obtaining consent to collect and process protected data and that Mediavine is also a Processor for the purposes of processing protected data pursuant to this agreement. Mediavine shall comply with all data protection laws in connection with the processing of protected data and the provision of the services. Mediavine’s obligations as joint controller have been detailed in the Agreement.

(c) Instructions. Processor shall only process the protected data in accordance with Section 2(a) of this DPA, the Agreement and the Controller’s written instructions from time to time except where otherwise required by applicable law.

(d) Security. Processor shall at all times implement and maintain appropriate technical and organizational measures to protect protected data against accidental, unauthorized, or unlawful destruction, loss, alteration, disclosure, or access. Such technical and organizational measures shall be at least equivalent to the technical and organizational measures set out in Section 2(b) of this DPA and shall reflect the nature of the protected data.

(e) Sub-processing and Personnel.

(i) Processor shall ensure that access to protected data is limited to the authorized persons who need access to it to supply the services.

(ii) Processor shall appoint each sub-processor under a binding written contract containing the same obligations as under this DPA in respect of protected data. A list of relevant sub-processors can be found through the Processor’s privacy policy.

(f) Assistance.

(i) Processor shall promptly provide such information and assistance (including by taking all appropriate technical and organizational measures) as Controller may require in relation to the fulfilment of Controller’s obligations to respond to requests for exercising the data subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable data protection laws).

(ii) Processor shall provide such information, co-operation, and other assistance to Controller as Controller reasonably requires (taking into account the nature of processing and the information available to Processor) to ensure compliance with Controller’s obligations under data protection laws, including with respect to:

(A) Security of processing

(B) Data protection impact assessments (as such term is defined in data protection laws)

(D) Any remedial action and/or notifications to be taken in response to any personal data breach and/or any complaint or request relating to either party’s obligations under data protection laws relevant to this agreement, including regarding any notification of the personal data breach to Data Protection Supervisory Authorities and/or communication to any affected data subjects

(g) Data Subject Requests. Processor shall record and refer all requests and communications received from data subjects or any Data Protection Supervisory Authority to Controller which relate to any protected data promptly and shall not respond to any without Controller’s express written approval and strictly in accordance with Controller’s instructions unless and to the extent required by law.

(h) Records. Processor shall maintain complete, accurate and up to date written records of all categories of processing activities carried out on behalf of Controller. Such records shall include all information necessary to demonstrate its and Controller’s compliance with this DPA, the information referred to in Articles 30(1) and 30(2) of the GDPR and such other information as Controller may reasonably require from time to time. Processor shall make copies of such records available to Controller promptly (and in any event within thirty (30) days) on request from time to time.

(i) Breach.

(i) Processorshall promptly notify Controller if it (or any of its sub-processors or Processor personnel) suspects or becomes aware of any suspected, actual or threatened occurrence of any personal data breach in respect of any protected data.

(ii) Processor shall promptly provide all information as Controller requires to report the circumstances referred to in (i) (above) to a Data Protection Supervisory Authority and to notify affected data subjects under data protection laws.

(j) Deletion/Return.

(i) Processor shall (and shall ensure that each of the sub-processors and Processor personnel shall) without delay (and in any event within 3 days), at Controller’s written request, either securely delete or securely return all the protected data to Controller in such form as Controller reasonably requests after the earlier of:

(A) The end of the provision of the relevant services related to processing of such protected data, or

(B) Once processing by Processor of any protected data is no longer required for the purpose of Processor’s performance of its relevant obligations under this DPA or the Agreement, and securely delete existing copies (except to the extent that storage of any such data is required by applicable law and, if so, Processor shall inform Controller of any such requirement).

(k) Survival. This DPA shall survive termination or expiry of the Agreement for any reason.

(l) Confidentiality. Processor will take reasonable steps to ensure the reliability and competence of any Processor personnel who have access to the Personal Data. Processor ensures that all Processor personnel required to access the Personal Data are informed of the confidential nature of the Personal Data and comply with the obligations set out in this DPA.

2. Data Processing and Security Details.

(a) Data Processing Details For Property Users. Processing of the protected data by Processor under this agreement shall be for the subject-matter, duration, nature, and purposes and involve the types of personal data set out in this Section 2.

(i) Subject-matter of Processing: Users of the Property

(ii) Duration of the Processing: As long as needed to provide programmatic advertising to users of the Property

(iii) Nature and Purpose of the Processing: To provide programmatic advertising to users of the Property

(iv)

(b) Data Processing Details For Publishers. Processing of the protected data by Processor under this agreement shall be for the subject-matter, duration, nature, and purposes and involve the types of personal data set out in this Section 2.

(i) Subject-matter of Processing: Voluntarily Provided Demographic Information about Publishers

(ii) Duration of the Processing: As long as needed to provide programmatic advertising to users of the Property

(iii) Nature and Purpose of the Processing: To provide programmatic advertising to users of the Property and to provide Publishers with sponsored content opportunities

(iv) Type of Personal Data: Demographic information about Publisher as provided by Publisher, solely at Publisher’s option.

(i) Without prejudice to its other obligations, Processor shall implement and maintain at least the following technical and organizational security measures to protect the protected data:

(A) In accordance with the data protection laws, taking into account the state of

the art, the costs of implementation and the nature, scope, context, and purposes

of the processing of the protected data to be carried out under or in connection

with this agreement, as well as the risks of varying likelihood and severity for the

rights and freedoms of natural persons and the risks that are presented by the

processing, especially from accidental or unlawful destruction, loss, alteration,

unauthorized disclosure of, or access to the Protected Data transmitted, stored, or

otherwise processed, Processor shall implement appropriate technical and

organizational security measures appropriate to the risk, including as appropriate

those matters mentioned in Articles 32(1)(a) to 32(1)(d) (inclusive) of the GDPR.

3. CCPA. Mediavine will not: (a) collect, retain, use, disclose or otherwise process any personal information processed in connection with the services provided under the Agreement (“Controller Data”) for any purpose other than as necessary for the specific purpose of performing services on behalf of Publisher; (b) collect, retain, use or disclose the Controller Data for a commercial purpose other than providing the services on behalf of Publisher; or (c) sell the Controller Data. The terms “personal information” and “sell” as used in this Section 3 will have the meanings provided under the CCPA.

4. Authority to Agree. Each of the persons agreeing to the Agreement represents and warrants that s/he or it is has full and complete authority to bind the party on whose behalf of whom s/he or it is agreeing, to each and every term of this DPA.