Sovrn Legal Policies

Sovrn, Inc. Privacy Policy

Posted Date: April 27th, 2018
Effective Date: May 25th, 2018

Sovrn Holdings, Inc. (“Sovrn”) provides this privacy policy (“Privacy Policy”) to describe ours and our subsidiaries information practices for our Publishers and Readers. By using the Sovrn Services or submitting Personal Information through our Sovrn Services, you acknowledge and agree to the terms of this Privacy Policy and to the processing of your Personal Information in accordance with this Privacy Policy.

What This Privacy Policy Covers
Through the Sovrn Services including www.Sovrn.com , the Sovrn publisher platform and other Sovrn publisher tools and widgets, the Sovrn ad exchange, Sovrn header bidding, Sovrn video products, Sovrn analytics and data services, and other Sovrn products and services (together the “Sovrn Services”), we collect information about Publishers and Readers. “Publishers” are websites or publications where Sovrn Services reside, or natural persons who interact with Sovrn on behalf of such websites or publications. “Readers” are individuals who visit our Publishers’ websites. We use and disclose information collected from or about our Publishers and Readers as described in this Privacy Policy.

This Privacy Policy describes Sovrn’s use of Personal Information and Other Information that we collect when you use the Sovrn Services. “Personal Information” means any information that can be used to directly or indirectly identify a natural person, such as contact information (i.e., name, address, e-mail address, and/or phone number), any other data that is associated with the contact information, and/or information that identifies a browser or device such as an IP address, advertising identifier, cookie identifier, or email address that has been hashed to generate an alphanumeric identifier, or combination of information about a browser or device (such as IP address and browser type/settings). “Other Information” means information that is not associated with or linked to your Personal Information including aggregate or de-identified information. We collect and use Personal Information and Other Information as described in this Privacy Policy from both Publishers and Readers.

The Sovrn Services contain links to websites or content, including advertisements, operated and maintained by third parties, over which we have no control. We encourage you to review the privacy policy of a third-party website before disclosing any information to the website.

Information You Provide to Us
The Personal Information we gather from our Publishers and Readers helps us provide the Sovrn Services and learn more about how our Publishers and Readers use Sovrn Services. We collect the following Personal Information that our Publishers and Readers submit to us voluntarily:

Information from Publishers: Our Publisher registration process requires a valid email address and a username and password, among other information. We may also request optional information to support use of the Sovrn Services, such as the first and last name, bio, year of birth, zip code, and country of residence for the Publisher contact. We may collect information about the categories of content our Publishers typically make available to others on pages integrated with Sovrn Services and link this information to Personal Information provided for that account. For example, we categorize the types of content that Publishers make available. We collect payment information from Publishers who purchase Sovrn Services, including by participating in our advertising services. A Publisher may also choose to provide us with log-in credentials for accounts with third-party services such as online advertising providers, in order for Sovrn to provide services, such as reporting, based on information from those third-party services.

Information from Publishers and Readers: You may choose to provide us with other Personal Information. For example, if you sign up for a ‘Sovrn Alert’ or newsletter, we collect your email address. When you contact us by sending us an email or providing other feedback, we will collect any information that is contained in your email or feedback.

You can choose not to provide us with certain Personal Information, but this may limit the features of the Sovrn Services you are able to use.

Information Collected Via Technology
As you use the Sovrn Services, certain information may also be collected passively (as described in this section), including your web viewing and search activities across unrelated websites, browser type, operating system, mobile device identifiers, email address that has been hashed to generate an alphanumeric identifier, use of ad blocking tools, information about the possible relationships among different browsers and devices, and information about the precise location of your device (if you have allowed a website to collect your location through your browser). This information may be linked to Personal Information that identifies your browser or device, including through cookies.

The term ‘cookies’ is used as an umbrella term for various technologies used to identify browsers, such as HTML cookies, Flash cookies, scripts, web beacons and pixel tags. With each of these technologies, a small (text) file is placed by a web server on the device visiting the website or service, which can be read out during further use. For convenience, these techniques are collectively referred to in this Privacy Policy as “cookies”.

  • Sovrn may store cookies on your device:
    To allow you to navigate our website, use our Sovrn Services, and access secure areas of the site. Without these cookies, it is not possible to load or offer key functionalities on our website, such as logging in to your account, displaying dynamic elements or uploading information;
  • To provide you with multimedia functionalities. Videos and other media often rely on cookies to function correctly. In addition, social media platforms such as Facebook and Twitter can use cookies to see if you are logged in and enable you to “like” content or send it to your friends. Depending on your settings, these external parties may also use such information for advertising purposes. If you would like to know more about this, please refer to the respective privacy policies of these third parties;
  • For statistical purposes and to analyze and improve the use and performance of our Sovrn Services and to do the same for our Publishers’ websites; and
  • To provide our Readers with interest-based advertising and the ability to opt out of such advertising as further described in this Privacy Policy.

Our website and Sovrn Services may use both session cookies (which expire once you close your web browser) and persistent cookies (which stay on your device until you delete them). For more information about how cookies are used or what information we collect, please click here.

Information from Other Sources
We may receive Other Information as well as Personal Information about our Readers and Publishers from other sources. In addition to the types of information described above, this Personal Information may include, for example, mobile device identifiers, information about your activities across unrelated mobile applications, demographic information, email address that has been hashed to generate an alphanumeric identifier, information about the possible relationships between different browsers and devices, information about you from offline sources, and/or precise information about the past or present location of a mobile device. These sources may include information conveyed to us by telephone or fax, information that we receive from third party service providers, or information provided to us by third parties in a Publisher network. We may add this Personal Information to the information we have already collected via the Sovrn Services.


Interest-Based Advertising and Opting Out
For our legitimate business interests, and with your consent where this is required, we may process and disclose your Personal Information for interest-based advertising as described in this section.

Opting Out of Sovrn Activities: Sovrn collects, uses, and discloses web viewing data, app usage data, and precise location data across non-affiliated sites and apps over time for the purpose of delivering interest-based advertising to this device or different devices. We make available a Sovrn “opt-out” cookie that you may download to your browser. If this cookie is installed on your browser, we will not collect, use, or transfer such data from or on that browser for the purpose of interest-based advertising. You can visit AboutAds to learn more about interest-based advertising and to exercise your opt-out choice with respect to Sovrn and other companies participating in the Digital Advertising Alliance (DAA) self-regulatory program.

If you wish to opt-out of Sovrn’s collection, use, or transfer of such data from your mobile device for interest-based advertising purposes, you can download the DAA’s AppChoices app from your device’s application store. If you opt out through AppChoices, we will not collect, use or transfer such data from or on that device for interest-based advertising.

When you use the opt-out tools above, your choice will be effective only on the browser or device where you exercised the choice. If you use a different device or browser, you will need to renew your opt-out choice. Our opt-out tool for browsers is cookie-based. It will be installed only if your browser is set to accept third-party cookies, and if you delete this cookie then you will need to renew your opt-out choice. Even if you opt out on your browser or your mobile device, we may continue to collect, use and transfer such data for other purposes such as contextual advertising based on a current visit to a website, fraud prevention, improving site performance and other purposes referred to in this Privacy Policy.

Opting out will not stop advertising from appearing in your browser. Even if you opt out, you still may receive advertising from the Sovrn Services when you visit websites of a Publisher who uses our Services, but that advertising will not be targeted to you. If you opt out of Sovrn’s practices, you may also continue to receive interest-based advertising through other companies.

Opting Out of Third-Party Activities: We enable third-party partners to collect web viewing data on the Sovrn Services and across unrelated websites and online services for purposes that include “interest-based advertising,” which is the process of showing you targeted ads on one or more devices that are more likely to be relevant to you based on inferences drawn from your Web viewing data collected across non-affiliated sites over time and across browsers and devices. These third-party partners that participate in the Sovrn Services may also use their own cookies and other ad service technologies to display and track their ads. To opt out of this type of advertising from companies participating in the Digital Advertising Alliance or European Digital Advertising Alliance self-regulatory programs, you can visit AboutAds (for U.S. residents) or youronlinechoices.eu (for UK and further EU residents).

This Privacy Policy does not cover the privacy practices of any third-party advertisers or ad servers. We do not control and are not responsible for such third-party advertisers’ and ad networks’ information practices or their use of cookies and other ad service technologies. To learn more about the practices of these companies, please read their privacy policies.

Use of Personal Information
We process Personal Information to enable our business and pursue our legitimate interests, including but not limited to the following:

  • We will use your Personal Information to provide interest-based advertising and to support third parties’ interest-based advertising activities as described above;
  • We will use your Personal Information to provide a variety of services to Publishers and other business partners, and to enable Publishers to offer you choices related to your use of ad blocking technology and your ad experience on their websites;
  • We will use your Personal Information to provide products and services you have requested, and respond to any comments or complaints you may send us;
  • We monitor use of the Sovrn Services, and use your Personal Information to help us monitor, improve and protect our products, content, services and websites;
  • We may monitor any Publisher account to prevent, investigate and/or report fraud, terrorism, misrepresentation, security incidents or crime, in accordance with applicable law;
  • We may use your information to invite you to take part in market research.

Sovrn will use a Publisher’s payment account information to make payments to you as part of our advertising network, if applicable. If a Publisher chooses to provide us with log-in credentials for accounts with third-party services such as online advertising providers, Sovrn will use the credentials to access and provide you with services you request such as reporting on your use of those third-party services. Sovrn may also use aggregate data obtained in this way for our internal purposes to improve the Sovrn Services.

We may also use the Personal Information provided by both Publishers and Readers to provide you with electronic newsletters, ‘Sovrn Alerts’, or promotional e-mails.

We may use your Personal Information for compliance with applicable laws and protection of Sovrn legitimate business interests and legal rights, including, but not limited to, use in connection with legal claims, compliance, regulatory, investigative purposes (including disclosure of such information in connection with law enforcement requests, legal process or litigation).

Use of Other Information
We may collect Other Information through the Sovrn Services or we may create Other Information records from Personal Information by excluding information (such as your name or email address) that makes the information personally identifiable to you or your device. We may use Other Information for a variety of purposes to operate and improve the Sovrn Services.

As examples, we may use Other Information for purposes that include testing our IT systems, analyzing usage patterns, market research, data analysis, improving the site and developing new products. We may also use Other Information on Readers’ activities at Publisher websites, such as page views, use of ad blocking technology, and search queries, to provide aggregate information to Publishers so that they can improve their offerings.

Feedback
If you provide feedback to us, we may use and disclose such feedback for any purpose, provided we do not associate such disclosed feedback with your Personal Information. We will collect any information contained in such feedback and will treat the Personal Information in it in accordance with this Privacy Policy.

Disclosure of Information
We may disclose or provide your Personal Information to others as described in this Privacy Policy. Please see above for a description of how we may disclose Personal Information for interest-based advertising, and your choices related to this practice. We may also disclose Personal Information to Publishers and other business partners for a variety of other services, such as measuring the effectiveness of advertising and preventing advertising fraud.

We may provide your Personal Information to third party service providers and data processors who work on behalf of or with us to provide the Sovrn Services and to help us communicate with you. Examples of providers and data processors include DSPs, DMPs and data enrichment services. Examples of such services include sending email, analyzing data, providing marketing assistance, processing payments (including credit card payments), and providing customer service. However, these service providers do not have any independent right to share this information (except pursuant to a legal requirement or in response to a subpoena or warrant).

Sovrn may share some or all of your Personal Information with our Affiliates (i.e., companies which are under common control, such as subsidiaries or joint ventures), in which case we will require our Affiliates to honor this Privacy Policy in all material respects. In the event Sovrn goes through a business transition such as a merger, acquisition by another company, or sale of all or a portion of its assets including in bankruptcy, your Personal Information may be among the assets transferred. You acknowledge that such transfers may occur, and that any acquirer of Sovrn or its assets may continue to process your Personal Information as set forth in this Privacy Policy.

We may disclose your Personal Information if we believe in good faith that such disclosure is necessary to (a) comply with relevant laws or to respond to subpoenas or warrants served on us; or (b) to protect and defend the rights or property of Sovrn, you, or third parties.

Please note that we may use and disclose Other Information for any purpose in our discretion, except where we are required to do otherwise under applicable law. If we are required to treat Other Information as Personal Information under applicable law, then we may use it for all the purposes for which we use and disclose Personal Information.

Data Retention
We will keep Publishers’ Personal Information for the length of any contractual relationship you have with us, and, to the extent permitted, after the end of that relationship for as long as necessary to perform the purposes set out in this Privacy Policy.

Our policy is to retain Readers’ Personal Information for a maximum of 90 days. Laws, legal claims or other particular circumstances may require us to keep certain Personal Information longer.

In other cases, we may retain data for an appropriate period after any relationship with you ends to protect ourselves from legal claims, or to administer our business.

We may retain Other Information for our business purposes, in our discretion or as permitted by law.

Your Choices
Unsubscribe instructions will accompany each promotional email we send you. You can also contact us in order to change your preferences with respect to promotional emails (or other contacts if you are registered as a Publisher) by emailing us at publishersupport@sovrn.com. We will send you messages related to our relationship (such as, but not limited to, service messages, invoices and notices of any updates to our Publisher Agreement or Privacy Policy) when it is necessary to do so. You may not opt-out of these communications, but if you do not wish to receive these announcements, you have the option to deactivate your account as discussed below.

Please see above for information on opting out of Sovrn’s collection, use and transfer of data for interest-based advertising purposes.

Access and Changes to Your Personal Information
The Sovrn Services store and may display some of the information entered upon creation of a Publisher account, such as username (or display name) and bio, as well as network of connections. In order to access and remove or modify this bio and display name, and/or other contact information that is not displayed, you may login to your Sovrn account, select the “Account” option, and edit the contact details. To prevent any other information from the account being displayed by the Sovrn Services, you may contact us at publishersupport@sovrn.com to deactivate your account. When we deactivate Personal Information, it will be deactivated from our active databases but may remain in our archives.

Additional Rights for Residents of the European Economic Area (EEA)
You may be entitled to ask us for a copy of your Personal Information, to correct it, erase or restrict its processing, or to ask us to transfer some of this information to other organizations. As further detailed in other sections of this Privacy Policy, you also have rights to object to some processing, such as profiling we perform for the purposes of direct marketing and interest-based advertisement, and, where we have asked for your consent to process your data, to withdraw this consent. In some cases, you can exercise these rights through automated means. Where this is not possible you can contact us through our web form or through the contact details provided under the “Contact Us” section later in this Privacy Policy. These rights may be limited in some situations – for example, where we can demonstrate that we have a legal requirement to process your data. In some instances, this may mean that we are able to retain data even if you withdraw your consent.

Where we require Personal Information to comply with legal or contractual obligations, then provision of such data is mandatory: if such data is not provided, then we will not be able to manage our contractual relationship, or to meet obligations placed on us. In all other cases, provision of requested Personal Information is optional.

Cross-border Transfer of Personal Information
Your Personal Information may be processed by us in the country where it was collected as well as other countries (including the United States) where laws regarding processing of Personal Information may be less stringent than the laws in your country.

Where Personal Information is transferred outside of the EEA to a data importer in a country that is not subject to an adequacy decision by the EU Commission, data is adequately protected by an appropriate safeguard such as approved standard contractual clauses (by the EU Commission, the European Data Protection Supervisor or a competent authority). More information on the relevant mechanism can be provided to you by contacting us through the details at the bottom of this Privacy Policy.

Security and Confidentiality
Sovrn has put in place commercially reasonable physical, electronic, and managerial procedures to safeguard and secure the Personal Information we collect.

Changes in this Privacy Policy
We reserve the right to modify this Privacy Policy at any time, in which case we will post the changes to this Privacy Policy page, and may also post the changes to www.Sovrn.com and other places as we deem appropriate. When we change this Privacy Policy, we will update the effective date at the top of this Privacy Policy.

Contact Us
If you have any questions, concerns, or suggestions regarding our Privacy Policy or how we process your data, please contact us at privacy@sovrn.com. You can also contact our data protection officer at dpo@sovrn.com.

Sovrn U.S. Headquarters
5541 Central Avenue
Boulder, CO 80301
United States

Sovrn U.K. Headquarters
4th Floor Newland House
40 Berners Street
Fitzrovia, London
W1T 3NA
United Kingdom

If you have unresolved concerns you also have the right to complain to your local data protection authority.

Sovrn, Inc. Publisher Agreement

This 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 the Services available to you as the owner or operator (“Publisher“) of one or more websites, 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. The Services are for business or commercial use, and are not to be used for personal, household, or family purposes.

  1. 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”). 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.
  2. Account. Your use of the Services is subject to your creation and our approval of an account (an “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.
  3. Authorization. You may request to add any of your websites, 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 adhere to our Ad Exchange Supply Policy and provide any additional information regarding your Publisher Sites and proposed Publisher Sites that we may reasonably request. You authorize us to (i) serve content, advertising materials and/or related technology (the “Ads”) from advertisers on your Publisher Sites and (ii) collect, access, index and copy your Content (as defined below 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.
  4. 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.
  5. Use of the Services. You are solely responsible for your use of the Services (e.g., access to and use of the Account and safeguarding usernames and passwords) and the Sovrn Data. Use of the Services and the Sovrn Data is subject to all applicable legislations, guidelines and policies, including, without limitation, privacy and data protection legislations, our privacy policy (available at https://www.sovrn.com/sovrn-legal-policies/), and you acknowledge and agree that you will be bound by the applicable privacy policy relevant to each user’s jurisdiction of residence (collectively, the “Policies”).
  6. Restrictions. You will not (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.
  7. Legal Compliance.  Publisher represents and warrants that all Publisher 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 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 avoidance of doubt, applicable laws will include 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.
  8. Privacy Notice.  Publisher must 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.  Publisher must comply with the enhanced notice obligations applicable to first parties under the DAA Self-Regulatory Principles including providing a link from the Provider’s privacy policy to the DAA AppChoices tool and WebChoices at AboutAds as applicable.
  9. Data Rights. Publisher agrees that at Sovrn’s discretion, Sovrn may 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. In the absence of such 
Consent, Publisher may indicate to Sovrn that it has established a lawful basis for Sovrn to process reader data by means other than the Consent Framework through the “EU GDPR Reader Controls” settings within the account section of the platform. Publisher agrees that by making such setting choice it will only share with or make available to Sovrn Publisher Data Subject to and 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 Publisher Data it receives under this Agreement from Publisher for any lawful purpose. Publisher further agrees that Publisher (i) will 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 a Publisher Account; (ii) will not provide Sovrn with Publisher Data from any device sending any “Limit Ad Tracking” or analogous device platform signal; and (iii) if applicable, will obtain Consent for Sovrn’s collection, use, and transfer of Precise Location Data for interest-based advertising purposes. For the purpose of this section, the terms “Precise Location Data” and “Consent” shall have the meanings defined in the DAA Self-Regulatory Principles. In addition, where required, Publisher will ensure that the Consent will meet the standards and requirements of the EU Privacy Laws.
  10. Confidentiality. “Confidential Information” of a disclosing party under this Agreement 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.
  11. Representations and Warranties. Each of Publisher and Sovrn 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; and (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 (including, without limitation, with respect to use of all Publisher Data). Publisher further acknowledges that Publisher is solely responsible for being familiar and in compliance with any laws of any jurisdictions applicable to Publisher that may prohibit Publisher from either (a) providing Publisher Data to Sovrn or (b) allowing Sovrn to utilize the rights in the Publisher Data granted to it hereunder.  Publisher represents, warrants, and covenants that the Publisher Sites are not directed to children under 13 years old and that no portion of the Publisher Data has been or will be collected in connection with any site, application, advertisement or other online service directed towards children under 13 years old. 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.
  12. 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.
  13. 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. We may modify this Agreement or our Privacy Policy at any time, and will post any modifications to this Agreement on the homepage of our website at https://www.sovrn.com. 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 you don’t agree to any modified terms in the Agreement or our Privacy Policy, 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.
  14. Payments. We will pay you the applicable amounts determined by us for each Ad impression served on any of your Publisher Sites within 30 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: (i) Objectionable Activity; (ii) 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; (iii) offering a user any inducement of any kind to generate clicks or impressions; (iv) installing ad code on or within 404/error message pages, pop-over/pop-under windows, downloadable applications, software, chat windows or email (v) 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.
  15. 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 to publishersupport@sovrn.com via your Account.
  16. 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.
  17. LIMITATION ON LIABILITY. EXCEPT FOR CLAIMS RELATING TO SECTION 10, SECTION 12 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.
  18. A. MISCELLANEOUS. 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. Each party will, in all matters relating to this Agreement, act as an independent contractor. 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. We will not be liable for any delay or failure to perform any of our obligations set forth in this Agreement due to causes beyond our reasonable control. You will not assign or transfer any rights or obligations under this Agreement without our prior written consent. Any attempted assignment or delegation in violation of this Agreement will be null, void and of no effect. This Agreement is accepted upon your use of the Services or by registering to have an Account. This Agreement (which includes our privacy policy and any other rules posted on our website) constitutes the entire agreement between you and us regarding the use of the Services and/or the Sovrn Data. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Except where otherwise indicated, any notice or communication under this Agreement shall be sent via email (i) if to you, to the email address submitted by you with your Account, and (ii) if to us, to publishersupport@sovrn.com. The provisions under Sections 10 through 18 will survive termination of this Agreement for any reason.

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

  1. 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.
  2. 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 SOVRN COMMUNITY

  1. RESPONSIBILITY FOR USE.  At all times, you agree to conduct your on-line activities on the Sovrn Community (“Sovrn 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 Sovrn 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 Sovrn 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 Sovrn Community.
  3. RIGHT TO USE. The meridian Sovrn 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 Sovrn Community is therefore limited to online Publishing and Adtech professionals. You may print and download materials and information from the meridian Sovrn 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 Sovrn Community.
  4. ENFORCING SECURITY.  You should be aware that the meridian Sovrn Community is a publicly available resource of Sovrn. You therefore have no proprietary interest to the meridian Sovrn Community and no reasonable expectation of privacy while using the meridian Sovrn 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 Sovrn 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 Sovrn 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 Sovrn 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 Sovrn Community, or any portion of the meridian Sovrn Community, for any reason.
  5. POSTINGS.  The meridian Sovrn 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 Sovrn Community or by otherwise using the meridian Sovrn 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 Sovrn Community you will not post or transmit any of the following materials on the meridian Sovrn Community:
    • anything, which interferes with or disrupts the meridian Sovrn 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 Sovrn 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 Sovrn 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 Sovrn 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 Sovrn 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 community@sovrn.com

This Publisher Agreement was last updated on April 27th, 2018.

Sovrn, Inc. Service, Product, Publisher and Ad Network Agreement

This 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 the Services available to you as the owner or operator (“Publisher“) of one or more websites, 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. The Services are for business or commercial use, and are not to be used for personal, household, or family purposes.

  1. 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”). 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.
  2. Account. Your use of the Services is subject to your creation and our approval of an account (an “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.
  3. Authorization. You may request to add any of your websites, 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 adhere to our Ad Exchange Supply Policy and provide any additional information regarding your Publisher Sites and proposed Publisher Sites that we may reasonably request. You authorize us to (i) serve content, advertising materials and/or related technology (the “Ads”) from advertisers on your Publisher Sites and (ii) collect, access, index and copy your Content (as defined below 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.
  4. 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.
  5. Use of the Services. You are solely responsible for your use of the Services (e.g., access to and use of the Account and safeguarding usernames and passwords) and the Sovrn Data. Use of the Services and the Sovrn Data is subject to all applicable legislations, guidelines and policies, including, without limitation, privacy and data protection legislations, our privacy policy (available at https://www.sovrn.com/sovrn-legal-policies/), and you acknowledge and agree that you will be bound by the applicable privacy policy relevant to each user’s jurisdiction of residence (collectively, the “Policies”).
  6. Restrictions. You will not (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.
  7. Legal Compliance.  Publisher represents and warrants that all Publisher 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 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 avoidance of doubt, applicable laws will include 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.
  8. Privacy Notice.  Publisher must 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.  Publisher must comply with the enhanced notice obligations applicable to first parties under the DAA Self-Regulatory Principles including providing a link from the Provider’s privacy policy to the DAA AppChoices tool and WebChoices at AboutAds as applicable.
  9. Data Rights. Publisher agrees that at Sovrn’s discretion, Sovrn may 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. In the absence of such Consent, Publisher may indicate to Sovrn that it has established a lawful basis for Sovrn to process reader data by means other than the Consent Framework through the “EU GDPR Reader Controls” settings within the account section of the platform. Publisher agrees that by making such setting choice it will only share with or make available to Sovrn Publisher Data Subject to and 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 Publisher Data it receives under this Agreement from Publisher for any lawful purpose. Publisher further agrees that Publisher (i) will 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 a Publisher Account; (ii) will not provide Sovrn with Publisher Data from any device sending any “Limit Ad Tracking” or analogous device platform signal; and (iii) if applicable, will obtain Consent for Sovrn’s collection, use, and transfer of Precise Location Data for interest-based advertising purposes. For the purpose of this section, the terms “Precise Location Data” and “Consent” shall have the meanings defined in the DAA Self-Regulatory Principles. In addition, where required, Publisher will ensure that the Consent will meet the standards and requirements of the EU Privacy Laws.
  10. Confidentiality. “Confidential Information” of a disclosing party under this Agreement 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.
  11. Representations and Warranties. Each of Publisher and Sovrn 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; and (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 (including, without limitation, with respect to use of all Publisher Data). Publisher further acknowledges that Publisher is solely responsible for being familiar and in compliance with any laws of any jurisdictions applicable to Publisher that may prohibit Publisher from either (a) providing Publisher Data to Sovrn or (b) allowing Sovrn to utilize the rights in the Publisher Data granted to it hereunder.  Publisher represents, warrants, and covenants that the Publisher Sites are not directed to children under 13 years old and that no portion of the Publisher Data has been or will be collected in connection with any site, application, advertisement or other online service directed towards children under 13 years old. 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.
  12. 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.
  13. 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. We may modify this Agreement or our Privacy Policy at any time, and will post any modifications to this Agreement on the homepage of our website at https://www.sovrn.com. 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 you don’t agree to any modified terms in the Agreement or our Privacy Policy, 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.
  14. Payments. We will pay you the applicable amounts determined by us for each Ad impression served on any of your Publisher Sites within 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: (i) Objectionable Activity; (ii) 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; (iii) offering a user any inducement of any kind to generate clicks or impressions; (iv) installing ad code on or within 404/error message pages, pop-over/pop-under windows, downloadable applications, software, chat windows or email (v) 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.
  15. 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. In the event of any discrepancy exceeding 10% between the numbers reported by Us and the numbers reported by Publisher, We agree to resolve such discrepancy in good faith.
  16. 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 to publishersupport@sovrn.com via your Account.
  17. 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.
  18. LIMITATION ON LIABILITY. EXCEPT FOR CLAIMS RELATING TO SECTION 10, SECTION 12 AND USE OF THE SOVRN DATA, AND SUBJECT TO PARAGRAPH C.1 OF SECTION 19 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.
  19. A. MISCELLANEOUS. 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. Each party will, in all matters relating to this Agreement, act as an independent contractor. 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. We will not be liable for any delay or failure to perform any of our obligations set forth in this Agreement due to causes beyond our reasonable control. You will not assign or transfer any rights or obligations under this Agreement without our prior written consent. Any attempted assignment or delegation in violation of this Agreement will be null, void and of no effect. This Agreement is accepted upon your use of the Services or by registering to have an Account. This Agreement (which includes our privacy policy and any other rules posted on our website) constitutes the entire agreement between you and us regarding the use of the Services and/or the Sovrn Data. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Except where otherwise indicated, any notice or communication under this Agreement shall be sent via email (i) if to you, to the email address submitted by you with your Account, and (ii) if to us, to publishersupport@sovrn.com. The provisions under Sections 8 through 16 will survive termination of this Agreement for any reason.

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

  1. 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.
  2. 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 SOVRN COMMUNITY

  1. RESPONSIBILITY FOR USE.  At all times, you agree to conduct your on-line activities on the Sovrn Community (“Sovrn 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 Sovrn 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 Sovrn 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 Sovrn Community.
  3. RIGHT TO USE. The meridian Sovrn 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 Sovrn Community is therefore limited to online Publishing and Adtech professionals. You may print and download materials and information from the meridian Sovrn 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 Sovrn Community.
  4. ENFORCING SECURITY.  You should be aware that the meridian Sovrn Community is a publicly available resource of Sovrn. You therefore have no proprietary interest to the meridian Sovrn Community and no reasonable expectation of privacy while using the meridian Sovrn 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 Sovrn 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 Sovrn 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 Sovrn 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 Sovrn Community, or any portion of the meridian Sovrn Community, for any reason.
  5. POSTINGS.  The meridian Sovrn 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 Sovrn Community or by otherwise using the meridian Sovrn 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 Sovrn Community you will not post or transmit any of the following materials on the meridian Sovrn Community:
    • anything, which interferes with or disrupts the meridian Sovrn 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 Sovrn 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 Sovrn Community.
  • NO PRE-SCREENING OF POSTINGS.  Sovrn is not responsible for screening, policing, editing, or monitoring your or another user’s Postings to the meridian Sovrn 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 Sovrn Community. Moreover, it is a policy of Sovrn to take appropriate actions under the Digital Millennium Copyright Act and other applicable intellectual property laws.

This Service, Product, Publisher and Ad Network Agreement Agreement was last updated on April 27th, 2018.

Legal Terms of Service

Sovrn (i) provides Publishers with tools, technology and services to track, analyze, engage and grow their audiences, (ii)operates 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) aggregates and licenses data to third parties relating to the operation of such platform (collectively, the “Services“).

Sovrn has relationships, the terms of which are described in each respective agreement, with: “Publishers“, which make Content (which means any and all blog entries, bookmarks, postings, messages, opinions, text, files, links, images, photos, video, sounds, works of authorship, feedback, bug reports, or other materials) available to others and include one or more Sovrn Services, widgets or applications on their Publisher Sites (which means Publisher sites or blogs), “Readers“, which view Publisher Sites and use Sovrn Services, widgets or applications, and “Advertisers”, which advertise, or serve advertisements on, Publisher Sites or in connection with Sovrn Services, widgets or applications. Except to the extent Sovrn agrees otherwise in a pen-signed agreement, each Publisher agrees to the Publisher Agreement; each Reader agrees to the Terms of Service and Privacy Policy; and each Advertiser agrees to the Advertising Agreement and Demand Partner Agreement. For avoidance of doubt, the Sovrn Privacy Policy applies to Publishers who are natural persons and to Readers.

Copyright Policy

It is our policy to terminate the account of any Publisher who repeatedly infringes copyright upon prompt notification to us by the copyright owner or the copyright owners legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Services; (iv) your address, telephone number, and e-mail address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for our Copyright Agent for notice of claims of copyright infringement is as follows:

Sovrn, Inc.
Attn: Copyright Agent
5541 Central Ave. #100
Boulder, CO 80301

Email: privacy@sovrn.com

Copyright/Trademark Information.

Copyright @ 2006 – 2018, Sovrn, Inc. All rights reserved. The trademarks, logos and service marks displayed on the Services are our property or the property of other third parties. You are not permitted to use these marks without our prior written consent or the consent of such third party, which may own the mark.