>

Sovrn Holdings, Inc. Announces Acquisition of Proper Media

We're excited to combine and expand our solutions that help publishers make more money, more profitably. Learn More

Master Services Agreement

Last Updated July 23, 2021

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 5541 Central Avenue, Suite 100, Boulder, CO 80301 (“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. Sovrn will deliver the services to Customer as further defined in the applicable Terms & Conditions into which this MSA is incorporated, (individually, a “Service,” and collectively, the “Services“) between Customer and Sovrn. The Services are delivered via Customer’s websites, blogs, or other properties approved by Sovrn (collectively, the “Sites“).
  3. Authorization. Customer authorizes Sovrn (a) to serve content, advertising materials, and/or related services (the “Ads“) from advertisers on Customer’s Sites, and (b) to use, collect, manage, access, modify, disseminate, make derivative works of, and index the Data (defined below) for the purposes stated in this Agreement. Sovrn may reject or remove a specific Ad, or modify or suspend the Services, at any time using its commercially reasonable discretion. Customer may request to add websites, blogs, or other properties to the Services, and Sovrn hereby reserves its right to approve or deny Customer’s request.
  4. Sovrn’s Relationship with Advertisers and Third Parties. Sovrn has sole discretion to identify, select, and manage relationships with advertisers and other third parties, establish pricing and other terms and conditions with advertisers and other third parties, and take all actions relating to the foregoing.
  5. 5. Payment Terms.
    1. Payments to Customer. Sovrn shall pay Customer the fees in accordance with the applicable Terms & Conditions, minus any chargebacks. 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 or until the Agreement is terminated. 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. At all times, Customer shall be solely responsible for the accuracy of the information provided in connection with Customer’s account via the payment dashboard. To the extent permitted by law, Sovrn hereby disclaims any liability to Customer with respect to the use of the payment dashboard for payment and the information entered or contained therein and the payments flowing therefrom. Furthermore, Customer shall pay any currency conversion fees, or other applicable banking transaction fees, associated with Customer’s use of the payment dashboard, if any.
    2. Payments to Sovrn. In the event Customer owe Sovrn fees under the applicable Terms & Conditions, such payments are due to Sovrn within thirty (30) days following the invoice date. 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. Any deviations from the payment terms in this Agreement will be specified in the applicable Terms & Conditions.
    3. 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.
    4. Chargebacks. Where applicable, Sovrn retains its right to adjust payments due to Customer for: (i) non-payment from or adjusted payments by advertisers, merchants, networks, or agents, (ii) where Sovrn later determines that a prior payment to Customer resulted in an overpayment, (iii) any commission cancellations, reversals, or deductions, including but not limited to, deductions that was determined to include invalid traffic (IVT), or due to a third party’s bankruptcy or insolvency, or (iv) any sale that was identified by the advertisers, merchants, or agents as not being a bona fide transaction, whether goods are returned by the customer or otherwise, and advertisers, merchants, networks, or agents may make a chargeback claim requesting certain commissions be canceled or reversed to reflect the fact that the advertisers, merchants, networks, or agents business never benefited from the transaction. Sovrn may reduce the amount of any payment payable to Customer by the amount of any other obligation that is or becomes due and payable by Customer to Sovrn, and Customer shall be deemed to have consented to such reduction. Sovrn will have no obligation to make payments for any amounts that Sovrn, in its sole discretion, deems to have been generated from any Prohibited Activity. “Prohibited Activity” means engaging in any of the following: (1) Objectionable Activity (as defined below); (2) clicking on Customer’s 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; (3) offering a user any inducement of any kind to generate clicks or impressions; (4) installing ad code on or within 404/error message pages, pop-over/pop-under windows, downloadable applications, software, chat windows or email; or (5) 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.
  6. License. Subject to the Terms & Conditions, Customer may provide Sovrn with certain types of information arising from or related to the Services provided under this Agreement (collectively the “Data“).
  7. Sovrn Data. Any Data that Sovrn anonymizes and aggregates with other data (including Sovrn’s own data, third party data, and data relating to the Sites), and then disseminates, shall be referred to herein as “Sovrn Data“.
  8. The Sovrn Platform. If applicable, to enable Customer’s use of or the delivery of Services, Customer may need to create an account on the Sovrn Platform, and such use is subject to Customer’s creation, and Sovrn’s approval of, Customer’s account (“Account“). Customer’s Account is a user interface dashboard belonging to Sovrn. Therefore, Customer has no proprietary interest in Customer’s Account, and accordingly, Sovrn reserves the right to view, monitor, and/or record activity in Customer’s Account without notice or permission from Customer. 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. Sovrn will also comply with all court orders involving requests for such information, according to applicable law. In addition to the foregoing, Sovrn reserves the right to, at any time and without notice, modify, suspend, terminate, or interrupt Customer’s operation of or access to Customer’s Account for any reason.
  9. Confidentiality. “Confidential Information” of a disclosing party under this Agreement (“Discloser“) means all of the Discloser’s non-public 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 or the applicable Terms and Conditions, and subject to the terms of this Agreement or any applicable Terms & Conditions, 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 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 its best 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
  10. Representations and Warranties. Each party represents and warrants to the other party that: (a) it holds all rights necessary to perform its obligations hereunder; (b) all information provided by it to the other party is complete, correct and current; (c) 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; (d) it has obtained all licenses, authorizations, approvals, consents or permits required by applicable law to conduct its business generally; (e) 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 or applicable Terms & Conditions; and (f) it will not infringe the rights of any person or entity in connection with its use, receipt, or delivery of the Services. Customer further acknowledges that Customer is solely responsible for being familiar and in compliance with any laws of any jurisdictions applicable to Customer that may prohibit Customer from providing Data to Sovrn. Additionally, Customer represents, warrants, and covenants that (i) the Sites are not directed to children under 16 years old and that no portion of the Data has been or will be collected in connection with any site, application, advertisement or other online service directed towards children under 16 years old, (ii) Customer owns or is otherwise authorized to use, and is solely responsible for, the content posted on any Sites, and (iii) 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 and that Customer’s privacy policy is consistent with the Data licenses granted to Sovrn herein.
  11. Indemnification. Each party agrees to 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 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 any other provision of this Agreement or the applicable Terms & Conditions, or allegations thereof. Each party’s obligation to indemnify the other party is subject to: (i) 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; (ii) 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; (iii) 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; (iv) the indemnified party not admitting any liability or entering into any settlement regarding the Claims on behalf of the indemnifying party; and (v) 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.
  12. Use of Technology to Enable the Delivery of Service(s). Customer may be required to access, implement, or use scripts and/or technology (“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. Upon Sovrn’s written request, Customer must discontinue Customer’s use of the Sovrn IP. Subject to the terms of this Agreement and the applicable Terms & Conditions, 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 or applicable service Terms & Conditions. 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 or the applicable Terms & Conditions.  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 are reserved by Sovrn.
  13. Changes to the Services and Sovrn’s Master Services Agreement. Sovrn is constantly changing and improving the Services. Sovrn may add or remove functionalities or features of the Services at any time, and Sovrn may suspend or stop a Service altogether. 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.
  14. Term and Termination. This Agreement is effective as of the date of Customer’s acceptance date or the data when Customer begins using the Services, whichever is earlier (“Effective Date“) and shall continue until terminated 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 or applicable Terms & Conditions, 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. The foregoing notwithstanding, Sovrn may terminate Customer’s right to access and use the Services at any time, in whole or in part, as may be necessary in order for Sovrn to comply with a legal requirement. Upon termination of this Agreement or applicable Terms & Conditions, 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.
  15. Disclaimers. 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.
  16. Limitation on Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR (a) ANY COMMERCIAL LOSS OR LOST PROFITS 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 (b) 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.
  17. Restrictions. Customer shall not: (a) use the Services, Data or the Sovrn Data except as expressly authorized herein; (b) use the Sovrn Data for any purpose other than internal analytics purposes; (c) 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; (d) 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 (e) place any content on any of the Sites that (i) infringes or misappropriates a third party’s intellectual property or other proprietary rights, (ii) breaches a third party’s rights or privacy or publicity, or (iii) contains or promotes Objectionable Activity (as defined below). “Objectionable Activity” means any content or activity that is: (1) pornographic, illegal, fraudulent, false, deceptive, misleading, libelous, defamatory or threatening, (2) racist, hate speech or bullying, (3) adware, malware, spyware or any other malicious code or drive-by download applications and/or, (4) “spam,” mail fraud, pyramid schemes, investment opportunities, or advice not permitted by law.
  18. Compliance. Customer represents and warrants that all Data is provided to or collected by Sovrn in compliance with all applicable laws, rules, regulations, mobile and social media platform rules and policies, and, if applicable, the United States Digital Advertising Alliance (“DAA”) Self-Regulatory Principles published at AboutAds (“DAA Self-Regulatory Principles”) including the corresponding DAA-designated self-regulatory frameworks established in other countries and/or regions. For the avoidance of doubt, applicable laws include, but are not limited to: (a) the California Consumer Privacy Act of 2018, as amended (Cal. Civ. Code §§ 1798.100 to 1798.199), and (b) the EU Directive on Privacy and Electronic Communications (2002/58/EC), any national laws implementing such directives, and/or, when applicable, the Regulation (EU) 2016/679 (“GDPR”), and any legislation or regulation amending, supplementing or any of the foregoing from time to time (together “EU Privacy Laws”) for any Publisher providing content to readers within the European Economic Area or United Kingdom. To the extent the Services involve consumer data protected by the California Consumer Privacy Act of 2018, as amended (Cal. Civ. Code §§ 1798.100 to 1798.199), and any related regulations or guidance provided by the California Attorney General (“CCPA”) (“Contracted Business Purposes”). Customer shall give consumers any and all notices required under the CCPA at the time of personal information data collection and that this notice, among other things, includes a “Do Not Sell My Personal Information” link for submitting opt-out requests. The terms of the Independent Controller Data Processing Addendum located at https://www.sovrn.com/legal/dpa/controller-controller (“DPA“) are hereby incorporated by reference and will apply to the extent any Data includes Personal Data (as defined in the DPA). The DPA sets out how the parties shall process Personal Data on Customer’s behalf in connection with the Services provided to Customer under this Agreement.
  19. Privacy Notices and Other Policies. Customer shall maintain and comply with a privacy policy that provides notice of data collection, use, and transfer practices related to the Services, including without limitation, use of cookies or other tracking mechanisms, and such privacy policy must comply with all applicable laws, rules, regulations, and self-regulatory standards. Customer must comply with the enhanced notice obligations applicable to first parties under the DAA Self-Regulatory Principles, including providing a link from Customer’s privacy policy or the Sites to the DAA AppChoices tool and WebChoices at AboutAds, as applicable. Customer is solely responsible for: (a) Customer’s use of the Services (e.g., access to and use of Sovrn’s platform and safeguarding usernames and passwords) and Sovrn Data; and (b) reviewing the information made available by Sovrn in its privacy policy (available at: https://www.sovrn.com/legal/privacy-policy/) and making an independent determination as to whether the Services and Sovrn’s privacy practices meet Customer’s requirements and legal obligations under applicable laws, rules, regulations, and self-regulatory standards. Customer acknowledges and agrees that Sovrn may collect, use, disclose, and otherwise process any personal information contained in the Data in accordance with its privacy policy.
  20. Consumer Rights. Sovrn may, in Sovrn’s discretion, use the consent of the visitors to the site, including consent provided under the specifications of the IAB Europe’s GDPR Transparency & Consent Framework described at AdvertisingConsent (the “Consent Framework“), as the lawful basis for collecting and processing the personal information of the visitors to the site, including the visitor’s pseudonymised cookie identifier. Customer may only share with or make available to Sovrn Data that is subject to and is provided to Sovrn with all necessary permissions, consents, and licenses from the respective individuals or third party suppliers from whom such data is to be collected in order to permit Sovrn to retain, use, and share with third parties the Data it receives under this Agreement. Further Customer: (a) shall not 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; (b) shall not provide Sovrn with Data from any device sending any “Limit Ad Tracking” or analogous device platform signal; and (c) if applicable, shall obtain Consent for Sovrn’s collection, use, and transfer of Precise Location Data for interest-based advertising purposes. For the purpose of (c), the terms “Precise Location Data” and “Consent” shall have the meanings defined in the DAA Self-Regulatory Principles. In addition, where required, Customer shall ensure that the consent will meet the standards and requirements of applicable data privacy laws.
  21. Governing Law. 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.
  22. Publicity. 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.
  23. 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. 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. Customer will not assign or transfer any rights or obligations under this Agreement without Sovrn’s prior written consent. Any attempted assignment or delegation in violation of this Agreement will be null, void and of no effect. This Agreement (which includes Sovrn’s privacy policy and any other rules posted on Sovrn’s website) 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.