Trust Center

Master Services Agreement

BY AGREEING TO AN APPLICABLE SOVRN TERMS & CONDITIONS DOCUMENT, WHETHER BY CLICKING “I AGREE” TO SUCH TERMS AND CONDITIONS, SUBMITTING A PAYMENT FORM, OR BY OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE THAT CUSTOMER IS BOUND BY THE TERMS OF THIS MSA.

1. Acceptance. This Master Services Agreement (“MSA”) is incorporated by reference into and, along with the applicable Terms & Conditions document for the specific services Customer (as defined below) is accessing (“Terms & Conditions”) and other documents incorporated by reference are collectively referred to as the (“Agreement”), by and between Sovrn, Inc., a Delaware corporation with its principal place of business located at 1600 Pearl Street, Suite 200, Boulder, CO 80302 (“Sovrn”), and the business entity or person for whom you (“you”) are acting and that will be using the Services (and/or any individual, entity, or successor entity, agency or network acting on Customer’s behalf) (the “Customer”) and sets forth the legally binding terms between Customer and Sovrn that govern the delivery of Services. You represent and warrant that you are entering into this Agreement on behalf of Customer and that you have the authority to bind Customer to this Agreement.
2. Services. Customer authorizes and Sovrn will deliver the services to Customer as further defined in the applicable Terms & Conditions, (individually, a “Service,” and collectively, the “Services”) between Customer and Sovrn. The Services are delivered via Customer’s websites, blogs, streaming channels, mobile applications, or other properties agreed to by the parties (collectively, the “Sites”). Sovrn hereby reserves its right to approve or deny Customer’s Sites.
   Sovrn’s Relationships. Sovrn has sole discretion to identify, select, manage, establish pricing, and other terms and conditions with Sovrn’s advertisers, merchants, partners and other third parties in order to provide the Services hereunder.
3. Payment Terms.
   (a) Payments to Customer. Sovrn shall pay Customer fees in accordance with the applicable Terms & Conditions, minus any Chargebacks (as defined below). If the amount accrued for the applicable month is less than $50 (USD) for payments by wire or $25 (USD) for all other payments, payment will be deferred until the month in which the cumulative balance owed to Customer exceeds the applicable thresholds. Sovrn facilitates payment for Services using a payment dashboard hosted by a third-party vendor where, if applicable, Customer will enter Customer’s payment detail information, tax related information and other related information. Payment is dependent on Sovrn’s prior receipt of valid banking and tax information.  At all times, Customer shall be solely responsible for the accuracy of the information provided in connection with Customer’s bank account via the payment dashboard. Use of the payment dashboard is not an additional charge to Customer, however, Customer shall be responsible for any of its own currency conversion fees, or other applicable banking transaction fees, associated with Customer’s interaction with the payment dashboard, if any. 
   (b) Payments to Sovrn. In the event Customer owes Sovrn fees, Customer shall pay Sovrn in accordance with the applicable Terms & Conditions. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Customer shall reimburse Sovrn for reasonable expenses and attorneys’ fees incurred by Sovrn in connection with Sovrn’s collection of any late payment. 
   (c) Taxes. All amounts are exclusive of taxes and payable in U.S. dollars only unless otherwise agreed by the parties. Customer shall pay all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed on Customer by any federal, state or local governmental entity in connection with the delivery or Customer’s receipt of the Services.
   (d) Chargebacks. Where applicable, Sovrn retains its right to adjust payments due to Customer for: (i) non-payment or adjusted payments by advertisers, merchants, networks, or agents, and (ii) any commission cancellations, reversals, or deductions, including but not limited to, deductions that was determined to include invalid traffic (IVT), fraud, not being a bona fide transaction, or Prohibitive Activity (collectively “Chargebacks”). Sovrn may deduct Chargebacks from the amount payable to Customer by Sovrn. “Prohibited Activity” means all content displayed on any Site that is forbidden pursuant to the Advertising Exchange Policy (https://www.sovrn.com/service-policies/ad-exchange-supply-policy/), or the Commerce Publisher Code of Conduct (https://www.sovrn.com/service-policies/commerce-publisher-code-of-conduct/), as applicable. 
4. The Sovrn Platform. Where applicable, to enable Customer’s use of or the delivery of Services, Customer may need to create an account in a portal provided by Sovrn to Customer for the provision of Services, which may include a user interface, analytics, dashboard reporting, and other functionalities (the “Sovrn Platform”), and such use is subject to Customer’s creation, and Sovrn’s approval of, Customer’s account (“Account”). Sovrn reserves the right to view, monitor, and/or record activity in Customer’s Account without notice or permission from Customer in order to monitor the health and safety of the Sovrn Platform. 
5. Confidentiality. “Confidential Information” of a disclosing party under this Agreement (“Discloser”) means all of the Discloser’s non-public, proprietary or confidential information, including without limitation, the terms of this Agreement. 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 in this Agreement, and subject to the terms of this Agreement, 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. Recipient’s obligations under this Agreement with respect to any portion of the Confidential Information shall terminate if and when Recipient can demonstrate that such information: (a) was publicly available at the time it was communicated to Recipient by Discloser; (b) becomes publicly available after it was communicated to Recipient by Discloser through no breach of this Agreement by Recipient; (c) was in Recipient’s possession free of any obligation of confidence at the time it was communicated to Recipient by Discloser; (d) was rightfully communicated to Recipient free of any obligation of confidence subsequent to the time it was communicated to Recipient by Discloser; or (e) was developed by employees or representatives of Recipient independently of and without reference to any of Discloser’s Confidential Information. 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; provider, however, Recipient uses commercially reasonable efforts to provide advance written notice to Discloser of such disclosure and work in good faith with Discloser to procure or obtain any reasonable protections with respect to the Confidential Information. Upon termination or expiration of this Agreement, or upon Discloser’s written request at any time, Recipient shall promptly return to Discloser, or destroy at Discloser’s written request, all documents and other tangible materials representing Confidential Information and all copies thereof.
6. Warranties; Restrictions.
   (a) Mutual Warranties. Each party represents and warrants to the other party that: (i) it holds all rights necessary to perform its obligations hereunder; (ii) all information provided by it to the other party is complete, correct, and current at the time of disclosure; (iii) it will operate in accordance with all applicable privacy policies and all applicable laws, rules, and regulations, including without limitation, applicable privacy and data security laws, rules, and regulations; (iv) it has obtained all licenses, authorizations, approvals, consents or permits required by applicable law to conduct its business generally; (v) it has the full right, power and authority to use all intellectual property used in performing the Services and to grant any rights and licenses set forth in this Agreement; and (vi) it will not infringe the rights of any person or entity in connection with its use, receipt, or delivery of the Services.
   (b) Customer Warranties. Customer represents, warrants, and covenants that: (i) the Sites are not “directed to children” or “likely to be accessed by children” within the meaning of the Children’s Online Privacy Protection Act (15 U.S.C. Sec. 6501 et seq.) or other laws, regulations, or design codes regulating the collection or processing of data from or the provision of advertising to minors; (ii) the Data does not include any information about a known child under the age of 18 or the applicable age of majority in the relevant jurisdiction under data privacy or protection laws; (iii) Customer owns or is otherwise authorized to use, and is solely responsible for, the content posted on any Sites; and (iv) that Customer has, and will continue to have, all rights, titles, licenses, permissions and approvals necessary to grant all rights necessary for Sovrn to perform its obligations hereunder.
   (c) Restrictions. Customer shall not: (i) use the Services except as expressly authorized herein; (ii) use any reporting or metrics provided by Sovrn for any purpose other than internal analytics purposes; (iii) copy, reproduce, modify, distribute, damage, interfere with, disassemble, decompile, reverse engineer or create derivative works of the Services; (iv) breach, disable, tamper with or interfere with the proper working of the Services or develop or use (or attempt) any workaround for any security measure related to the Services; (v) provide to Sovrn any information in the nature of social security, credit card, financial account, credit report, or medical or health information, except as may be specifically requested to register an Account with Sovrn; (vi)  place any content on any of the Sites that contains or promotes Prohibitive Activity.
7. Regulatory Compliance Requirements.
   (a) Each party shall comply with (i) all applicable laws, rules or regulations relating to data privacy, protection, or social media and minors / children; (ii) such party’s privacy policy(ies) governing the collection, use, or sharing of personal data; (iii) applicable industry self-regulatory guidelines, principles, or standards, such as those set forth by   the Digital Advertising Alliance (“DAA”), and (iv) the terms of the Independent Controller Data Processing Addendum located at https://www.sovrn.com/legal/dpa/controller-controller (“DPA”), the terms of which are incorporated by reference herein.
   (b) Customer shall: (i) provide any and all notices or disclosures required under applicable privacy or data protection laws, rules, and regulations, including all disclosures required in connection with the use of any cookies, tags, or other tracking technologies in connection with the Services; (ii) ensure that all individuals are provided with choice mechanisms, such as opt-outs or privacy choices, where required by applicable law in connection with the Services, including without limitation a link to the DAA YourAdChoices tool and/or the MobileApp Choices tool, as applicable.
   (c) For more information about Sovrn’s data processing activities, Customer may visit the Sovrn privacy policy at https://www.sovrn.com/legal/privacy-policy/.
8. Sovrn IP. Customer may be required to access, implement, or use scripts and/or technology provided by Sovrn, including the Sovrn Platform (collectively “Sovrn IP”) to enable Sovrn’s delivery of the Service(s) to Customer. Customer shall use the Sovrn IP as directed by Sovrn, without modification, cover, or obscurity, and only on a property that Sovrn has approved in advance in writing. Upon Sovrn’s written request, Customer must discontinue Customer’s use of the Sovrn IP. Subject to the terms of this Agreement, Sovrn grants to Customer a non-exclusive, non-transferable, non-sublicensable, revocable, and royalty free right to access and use the Sovrn IP for the limited purpose of exercising Customer’s rights and performing Customer’s obligations expressly stated in this Agreement. Customer may not and shall not permit any third party to: (a) reverse engineer, decompile or otherwise attempt to discover the Sovrn IP; (b) interfere with the operation of the Sovrn IP; or (c) use the Sovrn IP in any way other than as expressly set forth in this Agreement.  Sovrn retains all right, title and interest in and to the Sovrn IP, including all processes and derivative works and improvements thereto. All rights in and to the Sovrn IP which are not expressly granted to Customer herein are reserved by Sovrn.
9. Changes to the Services and Sovrn’s Master Services Agreement. Sovrn is constantly changing and improving the Services and the Sovrn IP. Sovrn may limit, suspend, or terminate Customer’s access to or use of the Services or Sovrn IP if Sovrn has a reasonable basis to suspect that Customer’s continued use of the Services or Sovrn IP is likely to damage or cause harm or risk to Customer, Sovrn, the Services, other customers, or end users or their data, devices, or systems. Sovrn may modify this Agreement at any time. Modifications to this Agreement will be posted on the homepage of Sovrn’s website at https://www.sovrn.com or Customer can subscribe to receive notifications of changes to this Agreement by clicking on the RSS feed icon at the top of this page. Changes will not apply retroactively and generally will become effective 14 days after they are posted. However, changes addressing new functions for a Service or made for legal reasons will be effective immediately. If Customer doesn’t agree to any terms in this Agreement, Customer must not use the Services. Customer’s continued use of the Services after the Effective Date of this Agreement or the effective date of any change constitutes Customer’s acceptance of and agreement to follow and be bound by such changes.
10. Term and Termination. This Agreement will commence on the Effective Date and shall continue until terminated. Either party may terminate this Agreement for any or no reason by either party upon written notice to the other party; provided, however, this Agreement shall continue to govern each then-existing Terms & Conditions until such agreement is terminated pursuant to its respective terms. If a party materially breaches any of its obligations under this Agreement, the other party may, in addition to its other rights at law or in equity, terminate the applicable Terms & Conditions and this Agreement: (a) immediately upon written notice to the other party of the breach, if the breach is not capable of cure, or (b) on thirty (30) days’ written notice to the other party of the breach, if the other party fails to cure the breach within such thirty (30) day period if capable of cure. Upon termination of this Agreement, except to the extent expressly set forth in this Agreement or the applicable Terms & Conditions: (i) both parties shall remain liable for all accrued and unpaid amounts due under the Agreement; (ii) Customer’s rights to use any intellectual property or data provided to Customer by Sovrn are terminated, including Sovrn IP; and (iii) Customer shall immediately destroy and purge Sovrn IP within Customer’s possession or control. Any right or obligation of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive termination.
11. Disclaimers.
    (a) THE SOVRN SERVICES, INCLUDING ANY TECHNOLOGY, SOFTWARE, CODE, OR OTHER INTELLECTUAL PROPERTY PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED “AS-IS” AND AS AVAILABLE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, SOVRN EXPRESSLY DISCLAIMS 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.
    (b) Customer is solely responsible for all activities that occur under Customer’s Account and for its use of the Sovrn Platform and Services, including: (i) securing the authentication credentials, systems, and devices Customer uses to access the Sovrn Platform and the Services; and (ii) implementing appropriate security features of the Sovrn Platform, such as multi-factor authentication. Customer shall notify Sovrn immediately of any unauthorized use of Customer’s password, Account, or any other breach of security. To the extent permitted by applicable law, Sovrn hereby disclaims, and shall have no liability or responsibility, for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access to, or use of, Customer’s Account and any payments or information flowing therefrom, due to Customers acts or omissions. Where Sovrn incurs any losses based on unauthorized activity caused by or contributed to Customer, its employees, or its agents, Customer will be financially liable for such losses. Sovrn may deduct such losses from Customer’s Account or require Customer to immediately pay such losses to Sovrn.
12. Indemnification. Each party agrees to indemnify, defend and hold harmless the other party and its agents, affiliates and licensors from and against any and all losses, claims, damages, liabilities and expenses arising from third-party claims or any government or industry investigation, including the reasonable costs of investigation and reasonable attorneys’ fees (collectively, the “Claims“), arising out of or related to the indemnifying party’s  breach of any representation, warranty, or covenant, or allegations thereof. Each party’s obligation to indemnify the other party is subject to: (a) the indemnified party giving prompt written notice to the indemnifying party in the event that it becomes aware of any Claims or the possibility of any Claims requiring indemnification; (b) the indemnified party giving full cooperation with the indemnifying party, at the indemnifying party’s expense, in responding to, defending or settling any such Claims; (c) the indemnifying party keeping the indemnified party informed of the actions and positions taken by the claimant and taken or proposed to be taken by the indemnifying party, including the decision to defend or not defend the Claims or complaint; (d) the indemnified party not admitting any liability or entering into any settlement regarding the Claims on behalf of the indemnifying party; and (e) the indemnified party giving the indemnifying party sole control of the defense of the Claims and that all costs and expenses incurred by the indemnifying party in investigating, resisting, litigating and settling the Claims, including the payment of any award of damages and/or costs to any third party, will be paid by the indemnifying party, provided that no settlement shall be entered into by the indemnifying party that imposes any legal of financial obligation on the indemnified party without the indemnified party’s prior written consent.
13. Limitation on Liability. EXCEPT WITH RESPECT TO A PARTY’S BREACH OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS OR FRAUD OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR ANY LOST DATA, LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT, FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION OR THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS, PARTY’S BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL NOT TO EXCEED THE AMOUNT OF FEES DUE UNDER THIS AGREEMENT DURING THE 6 MONTH PERIOD PRECEDING EVENTS WHICH GAVE RISE TO THE CLAIM.
14. Miscellaneous. Each party will, in all matters relating to this Agreement, act as an independent contractor. Sovrn’s affiliates or subsidiaries may perform some or all of the Services. Customer shall promptly provide all materials, resources, access to systems, or information reasonably requested by Sovrn to provide the Services and understand that Customer’s failure or delay in doing so may impact the delivery of Services; furthermore, Customer shall hold Sovrn harmless from any impact suffered by Customer in connection with such delay. This Agreement, and all disputes relating thereto, shall be governed exclusively by the laws of the State of Delaware, without application of its rules regarding conflicts of laws. Sovrn may use Customer’s logo and brand names to provide the Services and in its marketing materials indicating that Customer is a business partner of Sovrn. Except as expressly contemplated by this Agreement, neither party has, nor will represent that it has, any authority to assume or create any obligation, express or implied, on behalf of the other party, or to represent the other party in any capacity. If any provision of this Agreement is held to be unenforceable, the parties shall substitute for the affected provision an enforceable provision that best approximates the intent and economic effect of the affected provision. Neither party will be liable for any delay or failure to perform any of its obligations set forth in this Agreement due to causes beyond its reasonable control. Neither party shall assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party; except that a party may assign this Agreement without consent pursuant to a transfer of all or substantially all of such party’s business and assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, or otherwise. Any assignment in violation of this provision will be void. This Agreement is binding upon valid heirs, successors, and assignees. This Agreement and the terms of any applicable Terms & Conditions constitutes the entire agreement between Customer and Sovrn regarding the Services. Sovrn’s failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. This Agreement constitutes the entire agreement between Customer and Sovrn and supersedes all prior agreements between Customer and Sovrn with respect to the subject matter herein. Except where otherwise indicated, any notice or communication under this Agreement shall be sent via email (a) if to Customer, to the email address submitted by Customer with Customer’s Account, and (b) if to Sovrn, to legal@sovrn.com.

This Agreement was last updated in January 2026.