Publisher Terms of Service

THIS AGREEMENT CONTAINS DISCLAIMERS, LIMITATIONS OF LIABILITY, AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER.

PLEASE REVIEW CAREFULLY.  

This Advertising Management Agreement (“Agreement”) governs the terms of the relationship between you (“Publisher” or “You”) and Mediavine, Inc. (“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 the URL listed in your application (the “Property”) by Mediavine (the “Program”).  This Agreement applies to both Mediavine Ad Management and PubNation.  The Property includes the domain provided by Publisher in the Application (as defined below) and all subdomains.  If You have listed more than one Property that has been accepted into the Program, You will need to consent to the terms of this Agreement in connection with each Property.  

The terms “You” or “Publisher” shall mean the owner of the Property, either an individual or a registered entity.   The identity of the owner of the Property shall be listed in both the Business Name section of the Dashboard and as the Payee in Mediavine’s third party payment provider’s system.

If applicable, this Agreement supersedes any previous agreements You have agreed to governing your participation in the Program.  If You utilize other Mediavine product offerings on the Property, such as plug-ins, software, or WordPress frameworks, your use of those offerings will be governed by the applicable product terms and conditions. 

By participating in the Program and clicking accept to these terms, You represent and acknowledge that You have read, understand and agree to be legally bound by all of the terms, conditions, warranties, duties, and obligations set forth in this Agreement and that you are authorized to do so.

Eligibility. It is within Mediavine’s sole discretion to determine Your eligibility to participate in the Program at all times.  To consent to this Agreement, You must be at least eighteen (18) years of age and the owner of the Property, either individually or as the owner of a registered corporate entity.  You must accurately and truthfully provide the information requested in the application found on the Mediavine website, located at www.mediavine.com (the “Application”) and in the Dashboard (as defined below). If at any time Mediavine discovers any information in the Application or the Dashboard is inaccurate or false, Mediavine may immediately terminate this Agreement.  In the event of a dispute regarding Property ownership or authorized users or owners of the Property, Mediavine reserves the right to request further documentation from Publisher.   

Term and Termination.  This Agreement shall be effective from the date of acceptance until it is terminated by either party under the terms herein (the “Term”).  For publishers just accepted to the Program, for the period of ninety (90) days immediately following the first date Ads appear on the Property  (the “Set-Up Period ”), Mediavine will use reasonable business efforts to include Publisher in advertising deals.  During the Set-Up Period, Publisher may not make changes to the Ad placement that is set by Mediavine, including, but not limited to, placement of the Desktop or Mobile Adhesion, In-Content Ad on desktop or mobile or any printable card, if applicable.  

Publisher may terminate this Agreement  upon thirty (30) days written notice that complies with the terms of this Agreement, except during the Set-Up Period where Publisher may not terminate this Agreement.  Publisher may not remove any Mediavine code or script from the Property until this Agreement has been properly terminated.   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. Failure to properly terminate this Agreement or improper removal of Mediavine code or script is a material breach of this Agreement and may result in a forfeiture of earnings and any other relevant damages.   Mediavine shall not be liable to You in the event You improperly terminate this Agreement.

Mediavine may terminate this Agreement, or suspend or terminate Publisher’s access to the Program, at any time.  Mediavine, in its sole discretion, may remove Ads from any portion of the Property without notice.  Within fifteen (15) days of termination of this Agreement, Publisher shall destroy, or if requested by Mediavine, return all Confidential Information obtained through this Agreement. 

Advertising Inventory.  Publisher grants Mediavine exclusive, worldwide rights to own, control, and represent all Ads on the Property while bound under this Agreement during the Term. Publisher is not permitted to sell, discuss or negotiate with any third party regarding the Ads.  Mediavine is under no obligation to provide (i) Ads to the Property or (ii) Publisher access to the Program, Dashboard or Account if the Property violates any of the terms and conditions herein.  Publisher may not alter any file or script provided by Mediavine to Publisher in connection with the Program, including but not limited to the Authorized Digital Sellers file (also known as the ads.txt file). 

Payment.  Payment to the Publisher will be issued in U.S. Dollars within NET sixty-five (65) days of the end of the month in which the Revenue Share (as defined below) is earned through Mediavine’s third party payment provider. Publisher may elect the manner in which Publisher receives the Revenue Share.  Certain payment methods and/or payment timing options may be subject to additional fees of which the Publisher will be responsible.  Earnings are based solely on reporting in the 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 payment or any calculation in the Dashboard, You must email Mediavine within ten (10) business days of the transaction in question at publishers@mediavine.com.  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.  Publisher shall be responsible to pay any applicable sales, use and excise taxes, and any other similar taxes, duties, tariffs, and charges of any kind imposed by any federal, state or local government or regulatory authority on the amounts received by Publisher hereunder.

The Dashboard and Account.  You will be provided access to the Mediavine dashboard (the “Dashboard”) through login credentials provided by Mediavine (the “Account”). Mediavine grants You a limited, revocable, non-transferable, non-exclusive, non-sublicensable license during the Term to access and use the Dashboard and Account in accordance with the terms herein and for the sole purpose of your participation in the Program.  All data and information in the Dashboard and all Account information are Confidential Information as defined under this Agreement.

Publisher is the only party, outside of Mediavine, with permission to access the Account and Dashboard and Publisher may not share its authority to use the Account and Dashboard, absent the additional users noted below.  The Publisher is responsible for keeping all login credentials, including usernames and passwords, to access the Dashboard and Account, confidential.  The usernames and passwords are the property of Mediavine.  Absent express written permission from Mediavine, Publisher may not provide access to the Dashboard or any information or data found in the 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 Dashboard or any information, data, or statistics contained therein.  Mediavine reserves the right to limit or restrict Publisher’s or any user’s access to the Dashboard, including any features provided in the Dashboard, at any time.  Mediavine may also discontinue any feature in the Dashboard at any time.  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 log out the Dashboard at the end of each session when accessing the Account.  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.

Dashboard User Permissions.  Subject to the limitations noted herein, Publisher may provide Dashboard access to its employees or independent contractors as separate users through a unique login (“users”).  Publisher may not provide user access to any third-party that is a competitor of Mediavine.  Publisher determines who is a user and what level of access to the Dashboard the user may have.   Publisher or Mediavine may revoke or change any user’s access.   If there is a dispute between Publisher and a user regarding access to the Dashboard, Punisher shall determine that user’s access.

Publisher is responsible for and shall be fully liable for all actions taken by each user in connection with the Program, Account and Dashboard.  Publisher agrees that each user shall be bound by the terms herein, including but not limited to the confidentiality requirements and other Publisher obligations.   It is Publisher’s responsibility to confirm each user understands the obligations detailed herein and is bound by an agreement requiring compliance with Publisher’s obligations hereunder that is at least as restrictive as the terms herein.

Revenue Share Calculation.  Publisher shall be entitled to be paid a percentage of gross proceeds from the Ads served on the Property, as reported by Mediavine’s Ad Server (the “Revenue Share”).  Gross proceeds shall be defined as all amounts received by Mediavine in connection with the Ads displayed on the Property less administrative costs determined in Mediavine’s sole discretion. Your minimum Revenue Share shall be seventy-five percent and shall also be decided in Mediavine’s sole discretion. Your Revenue Share may vary and will be noted each day in the Mediavine Dashboard.   The Mediavine Dashboard will be the sole source of data to calculate the Property’s Ad impressions and Revenue Share. 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.    

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

Property Set-up and Ad Placement.  Once Mediavine approves Publisher to join the Program, Mediavine will send instructions to set up the Property.  It is the 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.   While Mediavine provides Publishers with certain options for customization of Ad placement and settings on the Property, Mediavine may alter the settings and placement of the Ads on the Property in Mediavine’s sole discretion at any time.

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 ensuring 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 on the 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 Dashboard at least five (5) business days prior to the policy change.  In the event Mediavine is unable to provide five (5) business days of notice, the policy changes shall still go into effect five (5) business days after the policy is published.    

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 and/or a privacy notice on the Property that complies with all applicable laws, including, but not limited to, U.S. federal and state laws 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, privacy notice, consent management system or opt-out protocol on the Property is grounds for immediate termination of this Agreement.  It is solely the Publisher’s responsibility to ensure that the privacy policy that appears on the Property is legally compliant.  Mediavine cannot provide legal advice or counsel in connection with Publisher’s responsibilities and obligations under relevant privacy laws.

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” and an “Opt Out of Targeted Advertising” button (the “Button”) and relevant state law privacy notices 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 or the privacy notices will be legally sufficient.  To display the Ads in the European Union or other countries or US states requiring consent for targeted advertising, Publisher must utilize Mediavine’s Consent Management Platform (“CMP”), which is subject to separate terms and conditions. Failure to activate the CMP is immediate grounds for termination of this Agreement.   Your participation in the Program is also subject to Mediavine’s Data Processing Agreement, which is incorporated into this Agreement by reference.  A link to the Data Processing Agreement can be found in the Dashboard and on Mediavine’s website at  www.mediavine.com/ad-mgmt-dpa. Mediavine will endeavor to provide You with notice through the Dashboard when there are updates or changes to the Data Processing Agreement, however, it is your responsibility to review the link and check back for updates from time to time.

For any other Mediavine product, the terms and conditions of the use of that product shall control.   

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.    

Representations and Warranties.  Publisher hereby represents, warrants and covenants that (i) use of the Publisher’s website name and logo by Mediavine 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 and does not have any other agreements that would conflict this Agreement; (iii) all of the information Publisher has provided to Mediavine is correct and current; (iv) Publisher is the owner of the Property; (v) the Property does not portray content related to illicit drugs, that contains pornography, adult or mature content or any content that otherwise promotes violence, illegal activity or infringes on the rights of others; (vi) Publisher has complied with and will continue to comply with all applicable laws, statutes, ordinances, and regulations in Publisher’s performance of this Agreement; (vii) Publisher is not breaching and has 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; (ix) Publisher has no obligations that will prevent Publisher from meeting its obligations under this Agreement; (x) Publisher will comply with the Policies listed in Exhibit A; and (xi) Publisher has created policies and procedures that are published on the Property in an easily accessible manner so that Publisher can respond to and investigate end user complaints in connection with any content appearing on the Property, including but not limited to claims that the content published on the Property infringes a third parties’ rights, such as intellectual property rights, likeness and biographical rights or allegations that an individual appearing in the Website content is under the age of 18.  Mediavine represents and warrants that it has the necessary rights, power and authority to enter into this Agreement.

Indemnification.  Publisher hereby agrees to indemnify and hold harmless Mediavine, its affiliated companies, and its respective employees, officers, directors, shareholders, trustees, and agents (“Indemnitees”) from and against any and all losses, claims, suits, damages, actions, liabilities, obligations, costs, fees, and any other expenses whatsoever (including reasonable attorneys’ fees and costs) asserted by a third party against the Indemnities relating to or arising out of (i) a breach of Publisher’s obligations under this Agreement, (ii) Publisher’s violation of any applicable laws, rules or regulations; (iii) Publisher’s failure to comply with any applicable privacy law or to obtain legally sufficient opt-in or opt-out signals, (iv) any actions taken by any user (iv) Publisher’s participation in the Program; or (v) claims with respect to intellectual property rights of which third-parties may have an interest.  

Limitation of Liability and Damages.  To the extent allowable by law, in no event will either party 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 either party arising from this Agreement, even if the other party 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 not have any liability for the content of any Ad.  Mediavine’s maximum liability under this Agreement shall be 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, DASHBOARD, THE IDENTITY API AND THE OPTIONAL TECHNICAL SERVICES ARE  PROVIDED “AS IS”.  MEDIAVINE DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OUT OF A COURSE OF DEALING OR USAGE OF TRADE CONCERNING THE SUBJECT OF THIS AGREEMENT.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MEDAVINE EXPRESSLY DISCLAIMS (I) ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE, (II) ANY WARRANTY OF NON-INFRINGEMENT (INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT OF THIRD PARTY RIGHTS), QUALITY, CORRECTNESS, ACCURACY, COMPLETENESS, RELIABILITY, PRODUCTIVENESS OR CAPACITY. 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 ADS OR THE TIMING OF DELIVERY OF SUCH ADS. 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, the Dashboard and all data therein, 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 Intellectual Property or any part thereof or attempt to unlock or bypass any encryption or other protections used by Mediavine. Publisher acknowledges that Mediavine Intellectual Property constitutes Mediavine trade secrets and Confidential Information as defined below. Publisher will not use any Mediavine Intellectual Property or Confidential Information to duplicate the Program, any part of 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 using any Mediavine Intellectual Property or Confidential Information. 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. Mediavine grants Publisher a limited, revocable, non-transferable, non-exclusive, non-sublicensable license during the Term to use the Program solely for the purpose of displaying the Ads on the Property.  No other rights are granted and all rights are expressly reserved by Mediavine.  

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 product or service, 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 any 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 Mediavine. 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, association, employment relationship 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, Mediavine will endeavor to inform You 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 Revenue Share 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 have been completed. 

Entire Agreement.  This Agreement contains the entire Agreement between Publisher and Mediavine with respect to the subject matter hereof and supersedes 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.  This Agreement shall be interpreted pursuant to the laws of Florida.  

CLASS ACTION WAIVER.  PUBLISHER AGREES THAT ANY CLAIMS BE ADJUDICATED ON AN INDIVIDUAL BASIS THROUGH ARBITRATION, AS NOTED BELOW.  PUBLISHER WAIVES ANY RIGHT TO LITIGATE ANY CLAIM ARISING UNDER THIS AGREEMENT OR RELATED TO THE PROGRAM ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS PRIVATE ATTORNEY GENERAL), OTHER PUBLISHERS OR ANY OTHER PERSONS.

Dispute Resolution.   Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator must be entered by a court of competent jurisdiction in Palm Beach County, Florida.  The arbitration shall be held in Palm Beach County, Florida.   The arbitration shall be held, and the award entered in English.   The number of arbitrators shall be one.  

Any proceedings arising out of this Agreement that are not subject to this arbitration provision must be instituted in the appropriate court in Palm Beach County, Florida.  Publisher consents to the jurisdiction of such courts. 

Amendment. No Amendment or other modification of any provision of this Agreement shall be effective unless in writing and duly executed by both parties.

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

1. To participate in the Program, You must be the owner of 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.  Publisher shall investigate any third party claims in connection with the content appearing on the Property.  Publisher is solely responsible for all content appearing on the Property, even if the content is user-generated and Publisher does not regularly monitor Property content. 
2. In the event Mediavine terminates this Agreement due to Publisher’s breach, Mediavine reserves the right to concurrently terminate any other existing agreements with Publisher.
3. Publisher agrees to run a minimum of two (2) Ads on the Property at all times.
4. Publisher agrees to provide Mediavine “review and analyze” access to all Property data from Google Analytics.
5. If Publisher observes 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 provides 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. 
6. 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 sitewide on the Property.
7. Publisher may not artificially inflate traffic counts using including, but not limited to, a device, program or robot. 
8. The following are a non-exhaustive list of examples of the type of sites, activities, content 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
   2. Software Pirating
   3. Pornographic content
   4. Containing, promoting or linking to any form of illegal activity
   5. Material that promotes violence or discrimination based on race, ethnicity, sex, gender, sexual orientation, religion, national origin, physical ability, mental ability, or age 
   6. Material that contains unlawful, indecent, incendiary, abusive, harassing or otherwise objectionable content as determined in Mediavine’s sole discretion
   7. Material that defames, abuses, or threatens physical harm to others
   8. Material targeting end users under the age of 18 
   9. Inappropriate newsgroup postings, chat or forum abuse, unsolicited e-mail (SPAM)
   10. Torrent sites
   11. Sites illegally distributing copyright protected content
   12. Material that infringes or appears to infringe the intellectual property rights of any person or contravenes or appears to contravene any applicable laws, regulations or code of conduct
9. 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.
10. 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.
11. 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.
12. 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. 
13. You may not remove, alter, or obscure the Mediavine copyright notice, trademarks or other proprietary rights affixed to or provided as part of the Program or any other Mediavine technology, software, material or documentation.

Effective March 29, 2023