Sovrn, Inc. Service, Product, Publisher and Ad Network Agreement
This Service Network Product, Publisher and Ad Publisher Agreement (the “Agreement“) sets forth the legally binding terms between you and sovrn, Inc. for your use of the Services (as defined below), to the extent we make them available to you as the owner, operator, or service provider, solution provider, or network provider (“Publisher“) to/of one or more websites, mobile applications, blogs and/or other properties approved by us (collectively, “Publisher Sites“). By accessing and using the Services, you agree to comply with and be bound by this Agreement. If we offer any additional Services in the future that are governed by additional terms, we will make such additional terms available to you and, unless otherwise provided, such additional terms will be incorporated herein. As used in this Agreement, “you” or “Publisher” means the individual or entity using the Services (and/or any individual, entity, or successor entity, agency or network acting on your behalf), “we,” “us” or “sovrn” means sovrn, Inc. and “parties” means you and sovrn.
- Services. We (i) provide Publishers with tools, technology and services to track, analyze, engage and grow their audiences, (ii) operate a real-time, data driven automation platform for advertising, data management and yield optimization, facilitating the integration of third party providers of online advertising and data on one or more of the Publisher Sites, and (iii) aggregate and license data to third parties relating to the operation of such platform (collectively, the “Services”).
- Account. Your use of the Services is subject to your creation and our approval of an account (a “Account“). By submitting an application to use the Services, if you are an individual, you represent that you are at least 18 years of age.
- Authorization. You may request to add any of your websites, mobile applications, blogs and/or other properties to the Services. We may, in our discretion, reject your request and/or remove any of your Publisher Sites from the Services at any time. You agree to provide any additional information regarding your Publisher Sites and proposed Publisher Sites that we may reasonably request. You authorize us to (i) serve advertising materials (the “Ads“) from advertisers on your Publisher Sites and (ii) collect, access, index and copy your Content (as defined in Section 6), and to collect site, user and third party data related to your Publisher Sites (collectively, the “Publisher Data”). Any Publisher Data that we aggregate with other data (including our own data and third party data relating to your Publisher Sites) for any purpose shall be referred to herein as “sovrn Data.” We grant you a license to include on the applicable Publisher Sites the software code we provide to you (the “Code“) required for us to provide the Services. You must place the Code, without modification, directly within either the HTML code or the Ad server of the applicable Publisher Site that we have approved in writing for such use. You may not cover or obscure any Ads via HTML/CSS, scripting or any other means. Upon our written request, you will promptly remove Code from any of your Publisher Sites. You may not place Code on any Publisher Site that we have not approved in advance. We may reject or remove a specific Ad, modify or suspend the Services and/or delete your Account at any time for any reason or no reason. Unless we expressly agree otherwise, we will have sole discretion to: (a) identify, select and manage relationships with advertisers; (b) establish pricing and other terms and conditions with advertisers; and (c) take all actions relating to the foregoing.
- License; Publicity. You hereby grant us an unrestricted, irrevocable, perpetual, fully-paid and royalty-free right to use, create derivative works from and sub-license (including without limitation, the right to grant further sub-licenses) the Publisher Data for the purposes of (i) aggregating and licensing the Publisher Data to third parties in connection with the Services and (ii) providing and improving the Services. You hereby grant us an unrestricted, irrevocable, perpetual, fully-paid and royalty-free right to use and sub-license (including without limitation, the right to grant further sub-licenses) the Content for the sole purpose of providing and improving the Services. We may use your name and logo in presentations and marketing communications. We may, at our discretion, place terms such as “Ads by sovrn” together with a hyperlink as part of the Ad on any of your Publisher Sites.
- Restrictions. You will not directly or indirectly (i) use the Services or the sovrn Data except as expressly authorized herein; (ii) use the sovrn Data for any purpose other than internal analytics purposes, (iii) except as permitted by applicable law, copy, reproduce, modify, distribute, damage, interfere with, disassemble, decompile, reverse engineer or create derivative works of the Services or the sovrn Data; (iv) breach, disable, tamper with or interfere with the proper working of the Services or the sovrn Data or develop or use (or attempt) any workaround for any security measure related to the Services or the sovrn Data; or (v) place any Content (as defined below) on any of your Publisher Sites that (a) infringes or misappropriates a third party’s intellectual property or other proprietary rights, (b) breaches a third party’s rights or privacy or publicity or (c) contains or promotes Objectionable Activity (as defined below). “Objectionable Activity” means any content or activity that is (w) pornographic, illegal, fraudulent, false, deceptive, misleading, libelous, defamatory or threatening, (x) racist, hate speech or bullying, (y) adware, malware, spyware or any other malicious code or drive-by download applications and/or (z) “spam,” mail fraud, pyramid schemes, investment opportunities, or advice not permitted by law. “Content” means any blog entries, bookmarks, postings, messages, opinions, text, files, links, images, photos, video, sounds, works of authorship, feedback, bug reports and other materials available on any of your Publisher Sites.
- Confidentiality. “Confidential Information” of a disclosing party hereunder (“Discloser”) means all of the Discloser’s non-public information, including without limitation, the terms of this Agreement. The sovrn Data is the Confidential Information of sovrn. The Publisher Data is the Confidential Information of Publisher. Confidential Information of Discloser shall not be used by the other party hereto (“Recipient”) for any purpose other than performing Recipient’s obligations or exercising Recipient’s rights as contemplated hereunder, and Recipient will not otherwise at any time disclose the Confidential Information of Discloser to any third party without Discloser’s prior written consent. Recipient agrees that it shall treat all Confidential Information of Discloser with the same degree of care as it accords to its own Confidential Information, but in no event with less than reasonable care. Notwithstanding the foregoing, Recipient may disclose Confidential Information (i) to the extent required by law or (ii) to its employees, attorneys, accountants, banks and other financing sources and their advisors under an obligation of confidentiality.
- Representation and Warranties. Each of Publisher and sovrn represent and warrant to the other party that (i) it holds all rights necessary to perform its obligations hereunder and (ii) all information provided by it to the other party is complete, correct and current. You further represent and warrant that (a) you own or are otherwise authorized to use, and are solely responsible for, the Content posted on any of your Publisher Sites and (b) you hold, and hereby grant to us, all rights necessary for us to perform our obligations hereunder.
- Indemnification. Each party will indemnify, defend and hold harmless the other party and its agents, affiliates and licensors from any and all losses, claims, damages, liabilities and expenses arising from third-party claims or any government or industry investigation, including reasonable costs of investigation and reasonable attorneys’ fees (“Claims“) arising out of or related to breaches of this Agreement or allegations thereof.
- Changes to the Services; Changes to the Agreement. We are constantly changing and improving the Services. We may add or remove functionalities or features of the Services at any time, and we may suspend or stop a Service altogether. This Agreement supersedes any online or click through agreement located at http://www.sovrn.com or any other agreement between you and sovrn covering the subject matter contained herein, and we may modify this Agreement at any time, and will provide you notice of any such changes via email as provided in your Account, through your Account, or through a change posted on our site that is specifically related to network provider agreements. Changes will not apply retroactively and generally will become effective 14 days after they are provided or posted. However, changes addressing new functions for a Service or made for legal reasons will be effective immediately. If you don’t agree to any modified terms in the Agreement, you must stop using the Services. Your continued use of the Services after the effective date of any changes constitutes your agreement to follow and be bound by such changes.
- Payments. We will pay you the applicable amounts determined by us for each Ad impression served on any of your Publisher Sites within sixty (60) days after the end of each month in which the Ad impressions were served, subject to our prior receipt of valid payment and tax information. Notwithstanding the foregoing, if the amount accrued for the applicable month is less than $25 (USD) or the equivalent amount in the currency of the country in which you reside, payment will be deferred until the month in which the cumulative balance owed to you exceeds $25 (USD) or the equivalent amount in the currency of the or the Agreement is terminated. We will have no obligation to make payments for any amounts that we, in our sole discretion, deem to have been generated from any Prohibited Activity (as defined below). We have the right to adjust payments for non-payment from advertisers. “Prohibited Activity” means engaging in any of the following: (a) Objectionable Activity; (b) clicking on your own Ads or using any means (automated or manual) to inflate impressions and/or clicks artificially or otherwise generate activity not driven by bona fide human intent; (c) offering a user any inducement of any kind to generate clicks or impressions; (d) installing ad code on or within 404/error message pages, pop-over/pop-under windows, downloadable applications, software, chat windows or email (e) obscuring an advertisement or any portion thereof with other content, advertising or navigational elements. The parties will use commercially reasonable efforts to collaborate on the identification and elimination of any Prohibited Activity.
- Yield Fee. The parties acknowledge and agree that in the event that all of your Header Bidding Ad Zones (as hereinafter defined) do not have a combined Yield (meaning the result of (i) Fill Rate (as hereinafter defined) multiplied by (ii) CPM (as hereinafter defined)) of at least $0.018 (“Minimum CPM”) in any calendar month during the Term, then sovrn will charge you the difference between (i) ((1,000 Header Bidding Ad Requests (as hereinafter defined) in a calendar month) times (the Minimum Yield)) and (ii) total revenue earned by you from sovrn and related solely to header bidding in such calendar month (“Minimum Yield Fee”). If the Minimum Yield Fee for a calendar month is positive, then that amount shall be deducted from any amounts owed by sovrn to you and if there are not sufficient amounts owed by sovrn to you, then sovrn will invoice you such remaining amount which amount will be due 30 days after the date of such invoice. As used herein, the term “Fill Rate” shall mean impressions served for all Header Bidding Ad Zones divided by total Header Bidding Ad Requests (as hereinafter defined) for all Header Bidding Ad Zones and the result converted to a percentage. As used herein, the term “Header Bidding Ad Zone” shall be the unique ID set forth in your Account for a specific header bidding sovrn ad tag and shall be designated as “ID” and shall relate solely to header bidding. As used herein, the term “Header Bidding Ad Requests” shall be the total header bidding requests received by sovrn from you and shall be designated in your Account as “Requests” and shall relate to solely header bidding. Finally, as used herein, the term “CPM” shall be the price paid per 1,000 impressions related solely to header bidding and shall be designated in your Account as “CPM” and shall be solely related to header bidding.
- Term; Termination. This Agreement shall remain in full force and effect while you use the Services or maintain an Account. Either party may terminate access to or use of any Service or all Services or your Account for any reason or no reason, effective by us upon sending notice to the e-mail address in your Account or by you upon sending notice via your Account.
- DISCLAIMERS. THE SERVICES AND THE SOVRN DATA ARE PROVIDED “AS-IS” AND AS AVAILABLE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE TERMS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.
- LIMITATION ON LIABILITY. EXCEPT FOR CLAIMS RELATING TO SECTION 8, SECTION 10 AND USE OF THE SOVRN DATA, AND SUBJECT TO PARAGRAPH C.1 OF SECTION 18 BELOW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR (I) ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), IN EXCESS OF $1,000 OR THE EQUIVALENT AMOUNT IN THE CURRENCY OF THE COUNTRY IN WHICH YOU RESIDE.
B. FOR US AND CANADIAN RESIDENT PUBLISHERS ONLY
This Agreement, and all disputes relating thereto, shall be governed exclusively by the laws of the State of Colorado, without application of its rules regarding conflicts of laws. If a dispute arises out of (or relates to) this Agreement or the breach thereof, the parties agree to submit said dispute to binding arbitration held in the City of Denver, Colorado, and administered in accordance with the then current arbitration guidelines and rules of JAMS, and the parties further agree that any judgment or award rendered by said arbitrators may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, each party remains entitled to seek equitable relief in a court of competent jurisdiction located in the City of Denver, Colorado.
C. FOR UK AND EU RESIDENT PUBLISHERS ONLY
- NOTHING IN THIS AGREEMENT SHALL LIMIT EITHER PARTY’S LIABILITY IN RESPECT OF (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, (II) FRAUD OR FRAUDULENT MISREPRESENTATION, OR (III) ANY OTHER LIABILITY WHICH MAY NOT BE EXCLUDED BY LAW.
- This Agreement, and all disputes arising out of or relating to it or its subject matter or formation (including non-contractual disputes), shall be governed exclusively by the laws of England and Wales. If a dispute arises out of (or relates to) this Agreement or its subject matter or formation (including non-contractual disputes), the parties agree to submit said dispute to the non-exclusive jurisdiction of the courts of England and Wales. Notwithstanding the foregoing, each party remains entitled to seek equitable relief and/or to seek to enforce or to protect its intellectual property rights in any court of competent jurisdiction.
D. FOR USERS, READERS, AND CONTRIBUTORS TO MERIDIAN HUB COMMUNITY
1. RESPONSIBILITY FOR USE. At all times, you agree to conduct your on-line activities on the meridian Hub Community (“meridian Hub Community”) in a professional, responsible, and courteous manner. Unless expressly authorized by sovrn, this Agreement provides no right to identify sovrn and/or its policies or services, and any views or opinions expressed by you on the meridian Hub Community are your own personal views or opinions and do not reflect the views or opinions of sovrn. Violation of this Agreement may entitle sovrn to additional legal remedies.
2. USER OBLIGATIONS. By installing, accessing, or using the meridian Hub Community, you represent that you will, at all times, provide true, accurate, current, and complete information when submitting Postings (as such term is defined below) on the meridian Hub Community.
3. RIGHT TO USE. The meridian Hub Community is provided by sovrn as a resource for you and to further the success of online content creators. Access to and use of the meridian Hub Community is therefore limited to online Publishing and Adtech professionals. You may print and download materials and information from the meridian Hub Community solely in connection with your personal use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information. Notwithstanding the foregoing, you may not modify, distribute, publish, remove or materials from or alter any proprietary notices or labels for, transfer, exploit, or otherwise use in any manner not expressly permitted herein the meridian Hub Community.
4. ENFORCING SECURITY. You should be aware that the meridian Hub Community is a publicly available resource of sovrn. You therefore have no proprietary interest to the meridian Hub Community and no reasonable expectation of privacy while using the meridian Hub Community. sovrn may therefore obtain access to, disclose, and review those transmissions and communications at any time. Moreover, actual or attempted unauthorized use of the meridian Hub Community may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986. Accordingly, sovrn also reserves the right to view, monitor, and/or record activity on the meridian Hub Community without notice or permission from you. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal activity on the meridian Hub Community. sovrn will also comply with all court orders involving requests for such information. In addition to the foregoing, sovrn reserves the right to at any time, and without notice, to modify, suspend, terminate, or interrupt operation of or access to the meridian Hub Community, or any portion of the meridian Hub Community, for any reason.
5. POSTINGS. The meridian Hub Community provides the opportunity to share knowledge and post other helpful or meaningful information. By submitting content or information of any type (a “Posting”) to the meridian Hub Community or by otherwise using the meridian Hub Community to transmit or display a Posting, you automatically grant sovrn a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, publish, translate, create derivative works from, distribute, transmit, perform, and display such content or information (in whole or in part) worldwide and/or to incorporate into other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content or information. Moreover, you agree that by using the meridian Hub Community you will not post or transmit any of the following materials on the meridian Hub Community:
- anything, which interferes with or disrupts the meridian Hub Community or the operation thereof or which is contrary to the interests of sovrn or which may damage, lessen, or harm the goodwill or business reputation of Sovrn and its services,
- statements or material that defames, harasses, abuses, stalks, threatens, or in any way infringes on the rights of others,
- unauthorized copyrighted materials or any other material that infringes on the intellectual property rights, trade secrets, or privacy of another,
- statements or material that violates other contractual or fiduciary rights, duties, or agreements,
- statements or material that encourages criminal conduct or that would give rise to civil liability or otherwise violates any law or regulation in any jurisdiction,
- statements or material that contains vulgar, obscene, profane, or otherwise objectionable language or images that typically would not be considered socially or professionally responsible or appropriate in person,
- statements or material that impersonates any other person or entity, whether actual or fictitious, including employees and representatives of sovrn,
- anything that violates the privacy or publicity rights of any other person,
- statements or material that are off-topic, irrelevant, or inappropriate for the purposes of the meridian Hub Community,
- statements or material that constitutes junk mail, spam, or unauthorized advertising or promotional materials, and
- files that contain malicious code, viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer, network, or the meridian Hub Community.
6. NO PRE-SCREENING OF POSTINGS. sovrn is not responsible for screening, policing, editing, or monitoring your or another user’s Postings to the meridian Hub Community and encourages all of its users to use reasonable discretion and caution in making, evaluating, or reviewing any Posting. Moreover, and except as expressly authorized by sovrn or as provided below with respect to sovrn’s right and ability to delete or remove a Posting (or any part thereof), sovrn does not endorse, oppose, or edit any opinion or information provided by you or another user and does not make any representation with respect to, nor does it endorse the accuracy, completeness, timeliness, or reliability of any advice, opinion, statement, or other material displayed, uploaded, or distributed by you or any other user. Nevertheless, sovrn reserves the right to delete or take other action with respect to Postings (or parts thereof) that sovrn believes in good faith violate this Agreement and/or are potentially unlawful. If you violate this Agreement, sovrn may, in its sole discretion, delete the unacceptable content from your Posting, remove or delete the Posting in its entirety, issue you a warning, and/or terminate your use of the meridian Hub Community. Moreover, it is a policy of sovrn to take appropriate actions under the Digital Millennium Copyright Act and other applicable intellectual property laws. If you become aware of Postings that violate these rules regarding acceptable behavior or content, you may contact sovrn at firstname.lastname@example.org.