VERIZON MEDIA ADVERTISING TECHNOLOGY TERMS AND CONDITIONS

These Advertising Technology Terms and Conditions, together with the Advertising Technology Cover Sheet (“Cover Sheet”), form the "Agreement" entered into by and between Verizon Media Inc., a Delaware corporation, with offices at 770 Broadway, New York, New York 10003, for itself and for and on behalf of its Affiliates (“Verizon Media”) and the party named on the Cover Sheet as the (“Technology Provider” or “Company”), and is effective as of date indicated on the Cover Sheet (the “Effective Date”). This Agreement governs Technology Provider’s use and operation of Tags on the Verizon Media Network. Verizon Media and Technology Provider may be referred to individually as a "Party" and collectively as the "Parties”.  

WHEREAS, this Agreement sets forth the requirements for Technology Provider to become certified and maintain certification to place and operate certain Tags within, in support of, or otherwise connected with Advertisements on the Verizon Media Network pages that collect and use data in connection with an Advertiser’s ad campaign; and

WHEREAS, this Agreement further sets forth the requirements for Technology Provider to become and to maintain certification to serve Advertisements to and through the Verizon Media Network. 

NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Verizon Media and Technology Provider hereby agree to the following terms and conditions:

1.      Definitions.

1.1.   “Advertisement” means, with respect to each Advertiser, the advertisements, promotions, links, pointers and/or sponsorships such Advertiser is permitted to serve to and through the Verizon Media Network.

1.2.   “Advertiser” means an entity with whom Technology Provider has a contractual relationship (through an agent or directly) which includes the provision of advertising technology (e.g. tracking) for an Advertisement. 

1.3.   “Advertising Data” means Measurement Data, and Verizon Media Analytics Data.

1.4.   Affiliate(s)” means Oath Inc., Oath Holdings, Inc., Verizon Media Netherlands B.V. and any entity controlled by any of the foregoing. 

1.5.   “Agency” means an entity that has an effective agreement with Technology Provider, on behalf of an Advertiser, governing the use of Tags in Advertisements on behalf of Advertiser.

1.6.   CNAME” means the canonical name record in a DNS database which is part of the zone file and is used to point Internet traffic to a host name (for example, a CNAME record such as ‘abc.yourdomain.com’ can be used to designate traffic to a site at ‘hostname.yourdomain2.com’).

1.7.   “Certification Requirements” means the requirements made available by Verizon Media to Technology Provider to enable Technology Provider to become certified (and maintain such certification) to place and operate certain Tags on the Verizon Media Network.

1.8.   “Click Data” means data collected as a result of a Verizon Media User clicking on an Advertisement.

1.9.   “Impression Data” means data collected as a result of the display of an Advertisement impression to a Verizon Media User. 

1.10. “Measurement Data” means Click Data, Impression Data, data regarding the frequency of delivery of an Advertisement, advertising identifiers such as IDFAs, and any data Verizon Media makes available via macros or SafeFrame (or similar iframe technology) for collection by third party vendors.

1.11. “Personally Identifiable Information” means information that identifies a natural person such as name, address, email address, credit card or other financial information, telephone number and social security number (but, for clarity, does not include pseudonymous identifiers like cookie IDs, IP addresses or advertising identifiers such as IDFAs).

1.12. “Pre-Effective Date Tags” means any Tags or any other code placed by Technology Provider on the Verizon Media Network prior to the Effective Date.

1.13. “Profiles” means compilations of (a) information that is self-reported demographic data (e.g., age, gender, income, and interest information), (b) information produced from a process that predicts user characteristics, (c) information generated from instances where a Verizon Media User’s browser requests an Advertisement (e.g., an Internet Protocol address, the time and date of the transaction, the referral URL, and the information contained in the applicable browser’s cookie), and (d) any other information regarding a Verizon Media User that is not Personally Identifiable Information but is gathered by Technology Provider or an Advertiser from a Verizon Media User’s interaction with an Advertisement.

1.14. “ROI Analysis” means the analysis of the impact of Advertisements on the Advertiser-related activities of an aggregated category of individuals (e.g. the percentage of a category of Verizon Media Users that bought a product or visited Advertiser’s website after viewing or clicking on an Advertisement). 

1.15. Tags” means the Technology Provider-provided HTML, JavaScript, dynamic function, HTTP calls, SDK libraries or other code, (including any successor code) inserted, appended into, or associated with a Verizon Media Advertiser’s creative, or otherwise used in connection with Advertiser’s campaign, and any tag or beacon (e.g., a transparent 1x1, pixel, or .gif file) called by such code.

1.16. “Technology Provider Cookies” means cookies (or any similar technologies or methods to track users or device state) placed by Technology Provider or their partners on the browsers or devices of end users of the Verizon Media Network through the use of a Verizon Media Certified Tag.

1.17. “Verizon Media Analytics Data” means data regarding Advertisements served on the Verizon Media Network that Verizon Media makes available to an Advertiser through a reporting tool or similar mechanism.

1.18. “Verizon Media Certified Tag” means a Tag which has met Verizon Media’s Certification Requirements, and about which qualification Verizon Media has notified Technology Provider (email being sufficient). Any material modification of such Tag after Verizon Media’s notification of qualification results in such Tag no longer qualifying as a Verizon Media Certified Tag.

1.19. “Verizon Media Network” means any web site, product, service, or site owned, operated, distributed, or authorized to be distributed by or through Verizon Media or any Verizon Media Affiliate worldwide (including any third-party site(s)/app(s)), on which Verizon Media or any Verizon Media Affiliate worldwide distributes or is authorized to distribute Advertisements on which Technology Provider is permitted to place Tags.

1.20. “Verizon Media User” means any human user of the Verizon Media Network.

2.      Permitted Data Collection.   Subject to the terms of this Agreement, Technology Provider may solely collect Measurement Data about Verizon Media Users on the Verizon Media Network. In furtherance of the foregoing permitted data collection, and subject to the terms of this Agreement, Technology Provider may (1) collect Impression Data solely (a) in connection with an Advertisement on behalf of the applicable Advertiser (including for purposes of frequency capping of such Advertisement), and (b) through the use of a Verizon Media Certified Tag, which Technology Provider serves at the same time that Verizon Media, or an authorized third party ad server, serves an Advertisement; and (2) collect Click Data solely (x) in connection with an Advertisement on behalf of the applicable Advertiser, and (y) through the use of a Verizon Media Certified Tag, which Technology Provider serves at the same time that Verizon Media, or an authorized third party ad server, serves the Advertisement, which results in the placement of a Technology Provider Cookie.  Technology Provider will notify Verizon Media immediately, but in no event later than four (4) hours, upon learning that its Tags or any other code has been served in breach of this Agreement. 

2.1    Pre-Effective Date Tags.  If Technology Provider served any Pre-Effective Date Tags, all data, including Advertising Data, collected in connection with the Pre-Effective Date Tags will be treated by Technology Provider in all respects as though it were collected after the Effective Date and will be governed by this Agreement.

3.      Prohibited Data Collection.  Technology Provider will not, and will not undertake any activity that would result in any third party to, (a) insert code into, redirect, or otherwise “piggyback” tags from any uncertified third party providers for those certain tags set forth at https://scdn.uc.atwola.com/3rd_Party_Vendor_List.pdf onto Verizon Media Certified Tags, unless expressly approved by Verizon Media in writing, (b) serve code into or via Advertisements that prompts any Verizon Media User to install any type of software, such as browser-helper object, or any similar software, (c) use any security exploits or oversights in a Verizon Media User’s browser to install any type of software, browser helper object, or any similar mechanism, or (d) utilize any technology that creates any kind of persistent identification object/element that, when used, will bypass a Verizon Media User’s browser preferences and settings or restore deleted cookies and other cached objects.   In addition, Technology Provider will only drop a single cookie for an Advertiser in order to collect Measurement Data.  Technology Provider’s collection of Click Data or Impression Data will not subject the Verizon Media Network, any Advertiser or any Verizon Media User to any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code.  Any cookie used for data collection may only contain unique identifiers for the applicable Advertisement and no other information about the Advertisement or the individual, including without limitation targeting parameters, exposure counts, or attributes.  JavaScript or any other software may only be used by Technology Provider to serve a Verizon Media Certified Tag via Advertisements and may not be used for any other purpose, including (i) materiality manipulating page content, (ii) materially moving page content, (iii) hijacking or otherwise manipulating destination URLs, or (iv) manipulating or moving the Advertisement, except as part of a certified ad format, at the direction of Verizon Media.

4.      Permitted Data Use.  Subject to the terms of this Agreement, Technology Provider may use Measurement Data solely for purposes of ad serving and campaign reporting. In furtherance of the foregoing permitted data use, Technology Provider may use Advertising Data that relates to Advertisements solely to (a) assist Advertiser in performing ROI Analysis provided that Technology Provider’s ROI Analysis is done without the use or matching of Personally Identifiable Information; (b) create aggregate reports (i.e., reports that do not contain individual user information or unique identifiers, nor any “personal data” (defined below) of users in the EEA) for Advertiser regarding the performance of the applicable campaign, provided such reports are not provided to or shared with any other third party; (c) bill such Advertiser; and (d) to assist such Advertiser in optimizing metrics and creative of subsequent Advertisements for such Advertiser.  For the avoidance of doubt, Technology Provider may not use Advertising Data to optimize any ad campaign other than an ad campaign run on the Verizon Media Network on behalf of the Advertiser for which such Advertising Data was collected. Any collection or use of “personal data” (as defined in the EU General Data Protection Regulation) in connection with this Agreement is subject to Exhibit A.

5.      Prohibited Data Use.  Technology Provider will not and will not authorize any third party to use Advertising Data for any purpose except as expressly permitted in Section 4.  Without limiting the generality of the foregoing restriction, Technology Provider will not use or facilitate the use of Advertising Data by any third party as follows:

5.1.   Repurposing or Retargeting.  Technology Provider will not use any Advertising Data for the benefit of itself or any third party , including without limitation, (a) retargeting a Verizon Media User or creating a Profile regarding a Verizon Media User for any purpose; (b) reselling, redirecting or transferring Advertising Data as a stand-alone or combined audience or aggregated with other data to any third party; (c) creating, enriching, or optimizing any Profiles or targeting algorithms (e.g., if an Advertiser buys a campaign targeting males with high creditworthiness that are in-market to buy a car, that information cannot be combined with the Advertising Data or used by Technology Provider or the Advertiser for any other purposes), populations, or any other reportable or targetable group of inventory or consumers based on any Advertising Data; (d) participating in or performing cross-platform studies; or (e) ad selection or ranking.  Furthermore, Technology Provider will not use Advertising Data to assist any advertiser (including Advertiser) to retarget advertising or promotions to any individual Verizon Media User, whether on the Verizon Media Network or elsewhere.  

5.2.   Aggregating.  Except for the purpose of frequency capping advertisements, Technology Provider will not (a) aggregate, combine, co-mingle or analyze Advertising Data across more than one advertiser, (b) add Advertising Data to data that Technology Provider or another third party has collected about Verizon Media Users outside of the Verizon Media Network (e.g. cookie pools), or (c) use Advertising Data for cookie mapping or cross-device linking.

5.3.   Collection or Use of Personally Identifiable Information.  Technology Provider will not collect, use or transmit any Personally Identifiable Information in association with any Verizon Media User, unless such Verizon Media User gives their permission to do so.

5.4.   Ad Effectiveness Studies.  Technology Provider will not use any Advertising Data in any study that measures ad effectiveness against a company that provides the same or similar services as Verizon Media or learns additional information about the attributes of the audience that has viewed Advertisements (or transfer any Advertising Data to any third party for such purpose) without the prior written approval of Verizon Media. 

5.5.   Private Communications.  Technology Provider will not read or disclose private communications (i.e. message boards, instant messaging and/or email activities) of Verizon Media Users.

5.6.   Multi-Touch Attribution.  Technology Provider will not use any Advertising Data for purposes of participating in or performing multi-touch attribution.

5.7.   COPPA Compliance.  Technology Provider will not collect Personally Identifiable Information in areas designed for teens ages 13 through 15 without clearly disclosing how that information will be used and notifying teens that they should obtain permission from their parents before providing any information in connection with the Tags served under this Agreement.  In areas on the Verizon Media Network which are designed for children 12 and under, Technology Provider must obtain "verifiable parental consent" as required by the Children's Online Privacy Policy Protection Act ("COPPA") before collection, use and/or disclosure of "personal information" as defined by COPPA. Notwithstanding the foregoing, any processing of “personal data” is subject to the terms set forth in Exhibit A.

5.8.   No Re-identification.  Technology Provider represents and warrants that it will not and will not permit any third party to “reverse engineer” or otherwise attempt to determine from any Advertising Data provided to it or such third party by Verizon Media any PII, anonymized identifier, or other sensitive data regarding Verizon Media Users. Technology Provider represents and warrants that it will not and will not permit any third party to attempt to merge, join, synch, combine, link or otherwise associate any Advertising Data with Personally Identifiable Information held by Technology Provider or any third party or re-identify Verizon Media Users.

5.9.   Location Data. Technology Provider will not use any data collected from a Verizon Media User in connection with this Agreement to (a) perform any IP to geolocation lookups where location precision is more granular than country level (or city level in the United States or Canada), or (b) otherwise gather or derive (or attempt to derive) the physical location of a Verizon Media User or their device, except (in each case) for the sole purpose of establishing the user’s jurisdiction for compliance purposes, and provided always that data is gathered at a maximum precision of country level (or city level in the United States or Canada). For the avoidance of doubt, Technology Provider is solely responsible for complying with applicable law and self-regulation when collecting, deriving or otherwise using any location data in connection with this Agreement, and Technology Provider will indemnify Verizon Media in accordance with Section 14 in the event that it does not comply with the same.    

6.      Prohibited DisclosureTechnology Provider will not disclose to any third party, other than Advertiser, any Advertising Data and will not allow any third party to access or disclose the Advertising Data.  Without limiting the generality of the foregoing, Technology Provider will not provide research reports to any third parties on a paid or unpaid basis, which reveals insights to Verizon Media’s audiences that are not publicly known, for any purpose other than generating advertiser demand for the purchase of media on the Verizon Media Network, nor sell data disassociated from media inventory (i.e. creation of a secondary data market), except with the prior written consent of Verizon Media.  In no event may Technology Provider sell or make available to third parties the ability for such third parties to mark a user with respect to their Verizon Media Network user categorization for any purposes other than running a specific advertising or measurement campaign on the Verizon Media Network.

7.      Scope and Certification RequirementsTechnology Provider agrees to comply with the Certification Requirements throughout the Term of this Agreement.  To evidence its compliance with the Certification Requirements, Technology Provider will submit information and reports as requested by Verizon Media and allow Verizon Media to monitor and audit Technology Provider’s performance (either itself or through a third party).  In the event that Verizon Media wishes to update the Certification Requirements, Verizon Media will provide such modifications in writing (email being sufficient) to Technology Provider no less than twenty-one (21) days prior to the date that such modifications are intended to take effect (“Certification Requirements Modification Notice Period”). Technology Provider will be able to terminate this Agreement upon written notice at any time during the Certification Requirements Modification Notice Period. If Technology Provider does not exercise such termination right within the Certification Requirements Modification Notice Period, the updated Certification Requirements will be effective upon expiration of the Certification Requirements Modification Notice Period. In the event that Verizon Media becomes aware that Technology Provider is not in compliance with the Agreement, and Verizon Media notifies Technology Provider of such non-compliance, Technology Provider will have ten (10) days to cure such non-compliance (“Cure Period”). If Technology Provider does not cure the non-compliance within the Cure Period, at the conclusion of the Cure Period, Verizon Media may immediately suspend or terminate Technology Provider’s rights under this Agreement or prohibit Technology Provider’s collection of data on the Verizon Media Network. 

8.      Ad ServingIf Technology Provider is (a) serving Advertisements on behalf of Verizon Media customers purchasing Advertisements on the Verizon Media Network (each, a “Customer”) through a written agreement (each a “Customer Agreement”) or (b) serving Advertisements on behalf of Verizon Media directly, upon a server call from Verizon Media, in accordance with the terms and conditions of this Agreement, the following terms apply:

8.1.   Service Agreement. If Technology Provider is serving Advertisements on behalf of Verizon Media Customers, Technology Provider represents and warrants that it has a valid agreement with each Customer for which Technology Provider serves Advertisements (the “Serving Party Agreement”).  Notwithstanding anything to the contrary herein, each Party agrees that the other Party bears no liability to the other for, and will not hold the other Party liable for, any cessation in ad serving instituted by such Party due to (a) the termination or expiration of Customer’s Customer Agreement or Serving Party Agreement, or (b) the breach by Customer of its Customer Agreement or Serving Party Agreement.

8.2.   Cessation of Serving.  Technology Provider agrees to cease serving Advertisements on the Verizon Media Network as soon as reasonably practicable following written notice (email being sufficient) from Verizon Media that such Advertisements are not permitted to be displayed on the Verizon Media Network.

8.3.   Configuration and Testing of TP Ad Server.  Technology Provider has configured its advertising server (the “TP Ad Server”), and will continue to maintain the TP Ad Server during the Term of this Agreement, in accordance with the specifications set forth by Verizon Media at https://adspecs.Verizon Media.com/?rnd=1 and any additions or changes thereto which are required by Verizon Media from time to time.  Verizon Media will have the right to immediately block any Advertisements served by Technology Provider to protect the Verizon Media Network, including but not limited to immediately suspending Technology Provider’s access to the Verizon Media Network without prior notice.  In the event that Verizon Media blocks any such Advertisements, Verizon Media will provide notice to Technology Provider as reasonably practicable under the circumstances as well as Verizon Media’s reasons for the suspension. Additionally, Technology Provider will allow Verizon Media to test the TP Ad Server, beginning on the Effective Date and from time to time throughout the Term, for compliance with the Verizon Media Specifications, and agrees to provide contact information, technical specifications, and other information related to operating systems as reasonably requested by Verizon Media.  If such testing identifies any noncompliance, Technology Provider will bring the TP Ad Server into compliance within twenty-four (24) hours of Verizon Media’s notice of non-compliance, and Technology Provider will not serve any Advertisements over the Verizon Media Network until Verizon Media re-tests and certifies the TP Ad Server.

8.4.   Reporting.  Technology Provider acknowledges that any reports delivered by Verizon Media pursuant to any Customer Agreement will be the reports of record between Verizon Media and such Customers, including without limitation, impressions information related to Advertisements served by Technology Provider.  Verizon Media acknowledges that any reports delivered by Technology Provider pursuant to any Serving Party Agreement are the reports of record between Technology Provider and such Customer, including without limitation, impressions information related to Advertisements served by Technology Provider.  Notwithstanding the foregoing, to the extent there are any discrepancies between any reports or other data as such may be prepared or otherwise generated in connection with this Agreement by either Party, the Parties agree to work together in good faith to identify and resolve any such discrepancies upon the request of either Party or any Customer related hereto.

8.5.   CNAMES.  All CNAMES and any other aliases which are or may be used by Technology Provider are listed in the Cover Sheet. Technology Provider will notify Verizon Media at least thirty (30) days in advance of any expected or actual change to the list in the Cover Sheet.  Verizon Media will have the right to immediately block any Advertisements that are using any CNAME that is not listed in the Cover Sheet or written notice of which has not been provided to Verizon Media pursuant to the preceding sentence.

9.      Security.  Technology Provider agrees to comply with the security provisions set forth at: https://www.verizonmedia.com/policies/us/en/verizonmedia/terms/vendor/networksecurity/index.html (or any successor site).

10.    Confidential Information.        

10.1. Confidential Information. Each Party acknowledges that Confidential Information (defined below) may be disclosed to the other Party during the course of this Agreement.  Each Party agrees that it will take reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, during the Term and following expiration or termination of this Agreement, to prevent the disclosure of Confidential Information of the other Party, other than to its employees, or to its other agents who must have access to such Confidential Information for such Party to perform its obligations hereunder, who will each agree to comply with this Section 10. “Confidential Information” means any information relating to or disclosed in the course of this Agreement, which is, or should be reasonably understood to be, confidential or proprietary to the disclosing Party, including, but not limited to, the material terms of this Agreement, technical processes and formulas, source codes, product designs, sales, cost and other unpublished financial information, product and business plans, projections and marketing data.  Confidential Information does not include information (a) already lawfully known to or independently developed by the receiving Party, (b) disclosed in published materials, which disclosure is not otherwise in breach of this Agreement, (c) generally known to the public, or (d) lawfully obtained from any third party, which, to the knowledge of the Party obtaining such information, has no obligation of confidentiality with respect to such information.  The foregoing obligations do not apply to the extent Confidential Information must be disclosed by the receiving Party to comply with any requirement of law or order of a court or administrative body (provided that, to the extent lawfully able to do so, the receiving Party will notify the disclosing Party of the issuance of such order as soon as practicable, to reasonably cooperate with the disclosing Party (at the disclosing Party’s expense) in its efforts to convince the court or administrative body to restrict disclosure), and to disclose only the portion of such information that it is legally required to disclose.

10.2. No Publicity. Technology Provider will not, directly or indirectly, disclose (including, without limitation, through any press release, advertising, customer list, web page, blog or other promotional or marketing material of any kind) the existence or content of this Agreement nor identify Verizon Media as a customer or partner or otherwise publicly use any Verizon Media name or trademark without the express prior written consent of Verizon Media (email being sufficient).  Verizon Media may disclose that Technology Provider has met the Certification Requirements for the use of Tags for collection of data on the Verizon Media Network and may use Technology Provider’s name or trademark in connection with such disclosure.

11.    Representation and Warranties.

11.1. Mutual.  Each Party represents and warrants to the other Party that:  (a) it has the full corporate right, power and authority to enter into this Agreement, to grant the licenses granted hereunder and to perform the acts required of it hereunder; (b) the execution of this Agreement by it, and the performance by it of its obligations and duties hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound; (c) when executed and delivered by it, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; and (d) it acknowledges that the other Party makes no representations, warranties or agreements related to the subject matter hereof which are not expressly provided for in this Agreement.  In addition, each party agrees that during the Term it will (a) comply with all applicable laws, rules and regulations in its performance of its obligations and exercise of its rights under this Agreement; and (b) post on its publicly-facing website a privacy policy that complies with applicable laws, rules and regulations and will abide by such privacy policy and provide a clear and conspicuous consumer opt-out.

11.2. Technology Provider.  Technology Provider represents and warrants that the Tags placed on the Verizon Media Network and in Advertisements under this Agreement (including any data collected and/or used in connection with the same) and that the services it provides under this Agreement, or any content or technology used in connection with the services it provides under this Agreement: (a) do not and will not infringe on or violate any copyright, trademark, patent, rights of publicity or privacy, moral rights or any other third party right; (b) do not and will not violate Verizon Media’s then applicable existing advertiser criteria, policies or specifications (technical specifications, privacy policies, user experience policies, editorial policies or any other policies provided or made available to Technology Provider); and (c) do not and will not violate any laws, rules, regulations and generally recognized self-regulatory guidelines and industry standards applicable to Technology Provider (such as the Network Advertising Initiative Code).  Technology Provider further represents and warrants that (a) it will not transfer or transmit any Personally Identifiable Information to Verizon Media or Advertisers and (b) it will use commercially reasonable efforts to prevent unauthorized release or disclosure of any data (“leakage”).

12.    Records and Audit. Technology Provider will maintain complete, clear and accurate records of all uses of Tags, Technology Provider Cookies and Advertising Data and including the collection, recording, organization, storage, adaptation, alteration, retrieval, consultation, alignment or combination, blocking, erasure or destruction of Advertising Data and aggregated client information, and of any permitted (if any) disclosure or otherwise making available of Advertising Data (collectively, the “Records”).  All such Records must be maintained for a minimum of three (3) years following termination of this Agreement, except with respect to data or information for which Technology Provider has a company-wide policy for periodic purging of such data (which purging will not occur more frequently than once during any six (6) month period) and information, which policy must be provided to Verizon Media within a reasonable period after institution of such policy by Technology Provider. Verizon Media will have the right to verify Technology Provider’s compliance with this Agreement by, at its expense, conducting a reasonable and necessary supervised inspection of portions of the Records of Technology Provider, subject to reasonable covenants of confidentiality and nondisclosure.  Verizon Media may, at Verizon Media’s option, direct an independent certified public accounting firm or other similar representative to conduct such inspection.  Any such audit may be conducted upon at least ten (10) business days prior written notice, and Technology Provider will provide access to its Records and facilities during ordinary business hours to facilitate such audit.  Such audit will be at Verizon Media’s sole expense should Technology Provider be found to be in substantial compliance with the terms of the Agreement, and at Technology Provider’s sole expense should Technology Provider be found to be in material noncompliance with the terms of this Agreement.

13.    Liability

13.1. Limitation of Liability.  EXCEPT WITH RESPECT TO A BREACH BY TECHNOLOGY PROVIDER OF SECTIONS 3, 5 or 6 OF THIS AGREEMENT OR THE PARTIES’ INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM BREACH OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.  IN ADDITION, EXCEPT WITH RESPECT TO A BREACH BY TECHNOLOGY PROVIDER OF SECTIONS 3, 5 OR 6 OF THIS AGREEMENT OR THE PARTIES’ INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY AMOUNT IN EXCESS OF ONE MILLION DOLLARS (US $1,000,000).

13.2. No Additional Warranties.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EXCEPT AS REQUIRED BY LAW, EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

14.    Indemnification. Each Party will defend, indemnify, save and hold harmless the other Party and the officers, directors, agents, affiliates, distributors, franchisees and employees of such other Party (collectively the “Indemnified Parties”) from and against any and all third-party claims, demands, liabilities, costs or expenses, including reasonable attorneys’ fees resulting from the indemnifying Party’s material breach of any duty, representation, or warranty of this Agreement. 

15.    Export Control and Anti-Corruption Laws.  Technology Provider agrees to comply with the export laws and regulations of the United States and trade controls of other applicable countries, including without limitation the Export Administration Regulations of the U.S Department of Commerce, Bureau of Industry and Security and the embargo and trade sanction programs administered by the U.S. Department of Treasury, Office of Foreign Assets Control.  Technology Provider agrees to comply with all applicable anti-corruption laws, including without limitation the Foreign Corrupt Practices Act of 1977 and UK Bribery Act of 2010.  Technology Provider further agrees to keep accurate books and records in relation to this Agreement.

16.    Term, Termination and Remedies. The term of this Agreement will commence on the Effective Date and will remain in effect for a period of one (1) year (the “Initial Term”) and will auto renew for successive one (1) year periods (the “Extended Term”) (collectively the “Term”) until this Agreement is terminated by Verizon Media upon five (5) days prior written notice to Technology Provider or by Technology Provider upon thirty (30) days prior written notice to Verizon Media.  In the event of any termination of this Agreement or in the event that Technology Provider is in breach of this Agreement, Verizon Media will have the right to remove Technology Provider’s name and logo from Verizon Media’s published list of approved Technology Providers, and to immediately prohibit or block Technology Provider’s provision of advertising technology in connection with Advertisements.   Furthermore, in the event of a breach of this Agreement by Technology Provider, Verizon Media will be entitled to injunctive relief in addition to any other remedies it may have at law or in equity.   Additionally, upon the termination of this Agreement, each Party must, upon the written request of the other Party, return or destroy (at the option of the Party receiving the request) all confidential information, documents, manuals and other materials specified by the other Party, except for the reports pertaining to the services provided by the Technology Provider to the Advertiser.

17.    General. Except as otherwise expressly provided herein, this Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of New York except for its conflicts of laws principles.  Each Party irrevocably consents to the exclusive jurisdiction of the courts of the State of New York and the federal courts situated in the State of New York, over any and all actions to enforce such claims or to recover damages or other relief in connection with such claims.  The Parties are independent contractors and no employment, agency, or joint venture is created hereunder. All notices, requests and other communications under this Agreement must be in writing, and must be mailed by registered or certified mail, postage prepaid and return receipt requested, or delivered by hand to the party to whom such notice is required or permitted to be given. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.  Neither party will assign this Agreement (or any part thereof) without the prior written consent of the other party, except that Verizon Media may assign this Agreement to an Affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets and/or voting securities.  Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 17 will be null and void. This Agreement may not be amended without the written agreement of each party. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof will be unaffected and remain in full force and effect. This Agreement is the final, complete and exclusive agreement between the Parties relating to the subject matter hereof, and supersedes all prior or contemporaneous understandings and agreements relating to such subject matter, whether oral or written.  Sections 1, 3, 5, 6, 9, 10, 12, 13, 14, 15, 16, and 17 will survive any termination of this Agreement.

 

EXHIBIT A

COMPLIANCE WITH EUROPEAN PRIVACY REGULATIONS

1.   Definitions and Concepts

a.   “EU Data Protection Law” means the (i) EU General Data Protection Regulation (Regulation 2016/679) (“GDPR”); (ii) the EU e-Privacy Directive (Directive 2002/58/EC), as amended (e-Privacy Law); (iii) any national data protection laws made under, pursuant to, replacing or succeeding (i) and (ii); (iv) any codes of practice or guidance issued by supervisory authorities in respect of any of the foregoing; and (v) any legislation, regulations or guidance (as applicable) replacing or updating any of the foregoing.

b.   “DPA” means the Data Processing Addendum located at https://www.verizonmedia.com/policies/ie/en/verizonmedia/terms/vendordpa/index.html.

c.   The terms ‘consent’, ‘personal data’, ‘processing’, ‘data subject’, ‘personal data breach’, ‘controller’ and ‘processor’ shall have the meanings given in the GDPR.

d.   The concepts of offering of goods or services or monitoring of behaviour are understood pursuant to EU Data Protection Law.  

2.   Applicability.  To the extent that Technology Provider processes personal data collected under or in connection with this Agreement, and to the extent that such processing is within the scope of Article 3 (Territorial scope) of the GDPR (“In-scope Processing”), the terms of this Exhibit A shall apply.  For the avoidance of doubt, the processing of personal data by either Party is covered when: (a) the processing is in the context of the activities of an establishment of either Party (or an Advertiser) in the European Economic Area (“EEA”) and/or (b) the personal data relates to data subjects who are in the EEA and the processing relates to the offering to them of goods or services or the monitoring of their behaviour in the EEA by or on behalf of a Party or an Advertiser.   

3.   Verizon Media Entity.  Verizon Media EMEA Ltd., a company incorporated under the laws of Ireland (registration number: 426324) whose principal place of business is at 5-7 Point Square, North Wall Quay, Dublin 1, Ireland is the Verizon Media Affiliate that is party to the DPA and (unless expressly agreed otherwise) the data controller of Verizon Media’s EEA derived personal data. 

4.   Vendor DPA.  The Parties agree that they shall comply with their respective obligations set out in the DPA in respect of any In-scope Processing. For the purposes of the DPA the parties agree that: (a) Technology Provider is the Company; and (b) Verizon Media and Technology Provider are each controllers and, accordingly, Part I of Annex 1 of the Verizon Media Data Processing Terms (as defined in the DPA) will apply. 

Last updated: 23 July, 2020