Request Demo

MSA for Publisher

This Master Service Agreement for Publisher along with the Insertion Order executed between TVP and Client (collectively, the “Agreement”) is effective as of the last of two dates of signing placed by the parties in the signature field below (“Effective Date”). In consideration of the foregoing, the parties hereby agree as follows:

1. DEFINITIONS

“Account” means the account which the Client shall register for the Service.

“Ads” or “Advertising” means any type of advertising material or content, in any format and however delivered, together with related code and other material used for the placement and display of such material or content on Sites.

“Ad Inventory” means any space made available on Sites for purchase through the Service for the display of Advertising.

“Ad Server Fee” means a fee which is applicable, due and payable by the Client if the Client utilizes the Ad Server, for the purposes of serving Client or third-party advertisements through TVP. Ad Server Fee is:

  1. not applicable for any impressions served via the Marketplace or via Private Marketplace,
  2. calculated by dividing the number of ad impressions delivered through TVP that month by one thousand (1,000), and multiplying that quotient by the applicable CPM.

“Agreement” means this Master Service Agreement for Publisher, the Platform Guidelines and any other documents which are incorporated hereto, entered into between the Parties.

“Applicable Data Protection Law” means any and all applicable privacy and data protection laws (including, where applicable, EU Data Protection Law) as may be amended or superseded from time to time.

“Buyer” means any party engaged in purchasing or facilitating the purchase of Ad Inventory through the Service, including any ad network, ad exchange, demand-side platform, agency trading desk, ad agency, or provider of goods or services advertised and any representative thereof.

“Claim” means any and all damages, losses, and liabilities resulting from any third-party claim, allegation, or legal action.

“Client Data” means any information owned or provided by or on behalf of Client or processed by TVP on Client’s behalf through providing the Service, in any form, format or media (including, but not limited to, paper, electronic and other records), which TVP has access to, obtains, uses, maintains or otherwise handles in connection with the performance of the Service, including, without limitation, partial copies thereof. Client Data includes User Data.

“Confidential Information” means all information disclosed by the Discloser to the Recipient (in writing, orally or in any other form) that is designated, at or before the time of disclosure, as confidential, or provided under circumstances reasonably indicating that the information is confidential, including, without limitation, trade secrets, customer lists, business plans, technical data, product ideas, personnel, contract and financial information. Confidential Information shall include the existence and terms of this Agreement and the fact that negotiations may be ongoing between the Parties regarding the Services to be performed under this Agreement.

“Cookies” mean cookies, pixels, beacons, locally stored objects, or other similar technologies.

“Discloser” means a Party disclosing the Confidential Information to the Recipient.

“DMF fee” means the data management fee which is to ensure that all requests are measured for validity and viewability. The DMF Fee will be accrued monthly and included in billing summaries as an individual line item. The fee accrual will be based on the total number of Inventory Requests less ad impressions served. TVP’s reporting will be the data of record.

“EEA” means the European Economic Area.

“Effective Date” means the date of the later signature of the Parties set forth on the signature block below.

“EU Data Protection Law” means:

  1. prior to 25 May 2018, the EU Data Protection Directive (Directive 95/46/EC);
  2. on and after 25 May 2018, the EU General Data Protection Regulation (Regulation 2016/679);
  3. the EU e-Privacy Directive (Directive 2002/58/EC); and
  4. any national data protection laws made under or pursuant to (a), (b) or (c).

“Inventory Requests” means Client requests to TVP.

“Net Marketplace Revenue” means fees actually collected by TVP from its Buyers that served on Client’s Inventory, less any bid reductions, operating fees, fraud, fraud prevention costs, charge backs, clawbacks, refunds, uncollected amounts, credit card processing fees and other reasonable deductions.

“Platform Guidelines” means, collectively:

  1. any specifications, technical documentation, or integration requirements made accessible to Client by TVP in connection with TVP’s technology; and
  2. requirements, prohibitions, and guidelines applicable to Client’s integration with or use of the Service as instructed by Client or a third party, as updated from time to time, which are made available to Client via the user interface of the Service, and attached hereto.

“Parties” mean a Client and TVP together.

“Party” means a party to this Agreement – a Client or a TVP.

“Permitted Purpose” means the purpose of selling Ads and to improve Ad targeting across its network of participating publishers.

“Private Marketplace Fee” means a fee which is applicable, due and payable by the Client if the Client chooses to create a private marketplace for those Buyers (approved by Client) and transact directly with these Buyers via a Private Marketplace.

“Prohibited Action” examples are:

  1. providing, delivering, or perpetuating through the TVP Materials any malicious code;
  2. generating reported actions through any invalid means, or
  3. otherwise deploying or facilitating invalid means in Client’s use of the Service.

“Prohibited Content” means any content or material, other than bona fide editorial content or material, that:

  1. violates any applicable law, rule, or regulation;
  2. promotes violence, discrimination, hatred, copyright protection circumvention, unlawful subject matter or activities, or peer-to-peer applications, networks or sites;
  3. violates any Intellectual Property Right or other proprietary, privacy, contract, or legal right of any third party; or
  4. is defamatory, libelous, deceptive, pornographic or sexually explicit.

“Recipient” means the Party receiving the Confidential Information from the Discloser.

“Revenue Share” means the amount resulting from applying the percentage to the Net Marketplace Revenue.

“Security Incident” means (i) accidental or unlawful destruction of User Data, or (ii) loss, alteration, unauthorized disclosure of, or access to, the User.

“Service” means each TVP’s product, platform, or service provided or made accessible to the Client in accordance with this Agreement.

“Site(s)” means websites, mobile websites, applications, mobile applications, connected television, players, games, portals, or devices.

“Taxes” means any sales, use and other taxes or duties, however designated.

“Threshold” means the amount of payment from TVP to the Client for any given pay period which is less than One Hundred United States Dollars ($100.00)

“TVP Materials” means the Service and the underlying technology, as such may be modified, upgraded, and/or enhanced from time to time, together with all intellectual property rights therein.

“User Data” means all information and data about users of Client’s Sites (which may include personal data) made available or disclosed by Client to TVP or collected by TVP on behalf of Client.

2. SERVICES

TVP may alter and/or discontinue the Services from time to time. Services consists of:

  1. Ad Server which allows the Client to serve Client’s or third party’s advertisements from the Client’s Buyers that Client makes available for display on the Sites that Client designates, based upon the criteria selected by Client or Client’s Buyers/advertisers via the TVP Ad Server;
  2. TVP Marketplace allows Client as a publisher to offer and sell Client’s available ad inventory to advertisers who are Buyers in the Marketplace who desire to display and serve their ads on the Sites (Client’s websites and apps) that Client designates, based upon the selling criteria selected by the Client via TVP;
  3. TVP Private Marketplace Service allows the Client to create a private marketplace to transact directly with Buyers via oRTB deals. Client can establish deal ids and deal parameters for those deal ids per independent Agreement between Clients and Buyers.

3. FEES & PAYMENTS

3.1. If Client elect to utilize any of these options, then after the end of each calendar month, TVP will report to Client all Ad Server, and Private Marketplace Fees (if any) in such month and invoice Client the combined amount of all fees due for such month. TVP’s invoice will be due and payable sixty (60) days after the end of the calendar month in which such fees occurred.

3.2. TVP will pay to the Client the Revenue Share within sixty (60) days after the last day of the calendar month in which the applicable Net Marketplace Revenue was received. TVP reserves the right to deduct from any payments due or payable to the Client any amounts that have remained uncollected by TVP from the Buyers.

3.3. For Threshold cases TVP reserves the right to roll such payment over month to month until such time as the payment due by TVP reaches the Threshold, at which time TVP will make the applicable payment to the Client.

3.4. All fees hereunder shall be denominated in U.S. dollars and paid by check or wire transfer to an account to be designated by TVP, or by other means expressly agreed to in writing by the parties.

3.5. All amounts payable hereunder are exclusive of Taxes. Client shall be solely responsible for payment of any Taxes on Client Earnings, except for those taxes based on the income of TVP.

3.6. If Client is not current on payment of Ad Server, Ad Hosting or Data Measurement Fees, TVP has the right to withhold an equivalent amount from the Marketplace Revenue Share.

3.7. All reported numbers for purposes of billing and general delivery reporting are based on counts within TVP or as provided in writing by TVP in the form of month-end statements.

3.8. Wire Transfer Instructions: Include account holder’s name, bank routing number, account number, SWIFT code (if applicable), bank address and telephone number.

4. OBLIGATIONS OF THE CLIENT

4.1. Client shall:

  1. provide only accurate and up to date information in the Account,
  2. will keep its Account and password secure,
  3. be responsible for all activities that occur under its Account,
  4. comply with the Platform Guidelines,
  5. not engage in any Prohibited Actions,
  6. ensure that Client’s Sites or Ads shall not contain Prohibited Content.
  7. follow all applicable industry laws including but not limited to Applicable Data Protection Law, consumer protection laws and laws protecting children,
  8. not resell, reverse engineer, decompile, disassemble, create derivative works or use the TVP Materials to build a competitive product or service.

4.2. Client may access and use the TVP Materials solely for the purposes of using the Service and performing its obligations under this Agreement, and solely in accordance with applicable Platform Guidelines.

5. INTELLECTUAL PROPERTY

5.1. Each Party shall own and retain all right, title, and interest in its trade names, logos, trademarks, service marks, trade dress, internet domain names, copyrights, patents, and trade secrets and content currently used or which may be developed and/or used in the future.

5.2. All ownership rights, title, and interest in and to any TVP Materials will remain with and belong exclusively to TVP. TVP reserves all rights not expressly granted to the Client herein.

5.3. Client may, in its sole discretion, provide TVP with suggestions or other feedback regarding any TVP Materials, which TVP may freely incorporate into the TVP Materials or otherwise use in its discretion, without payment of any royalty or any duty to account to the Client.

5.4. Neither Party may use the other Party’s name and/or logo without the prior consent of the other Party in each instance.

6. CONFIDENTIALITY

6.1. Confidential Information does not include information or material that:

  1. is now, or hereafter becomes, through no act or failure to act on the part of the Recipient, generally known or available;
  2. is or was known by the Recipient at or before the time such information or material was received from the Discloser, as evidenced by the Recipient’s tangible (including written or electronic) records;
  3. is furnished to the Recipient by a third party that is not under an obligation of confidentiality to the Discloser with respect to such information or material; or
  4. is independently developed by the Recipient without any breach of this Agreement, as evidenced by the Recipient’s contemporaneous tangible (including written or electronic) records.

6.2. Each Party shall take all reasonable measures to protect the confidentiality of the other Party’s Confidential Information in a manner that is at least as protective as the measures it uses to maintain the confidentiality of its own Confidential Information of similar importance.

6.3. Recipient shall hold Confidential Information in strict confidence and shall not disclose, copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of such information, or give or disclose such information to third parties, or use such information for any purposes whatsoever other than as necessary in order to fulfill its obligations or exercise its rights under this Agreement.

6.4. Notwithstanding the foregoing, Recipient may disclose the other Party’s Confidential Information:

  1. to employees, consultants, accountants, financial advisors and attorneys that have a need to know such information, provided that Recipient shall advise each such employee, consultant, accountant, financial advisor and attorney of their obligations to keep such information confidential and shall require that each such employee, consultant, accountant and financial advisor sign a written nondisclosure agreement consistent with the confidentiality and nondisclosure provisions herein (it being understood that each such attorney shall not be obligated to sign a separate nondisclosure agreement), and
  2. to the extent Recipient is legally compelled to disclose such Confidential Information, provided that Recipient shall give advance notice of such compelled disclosure to the other Party, and shall cooperate with the other Party in connection with any efforts to prevent or limit the scope of such disclosure and/or use of the Confidential Information.

6.5. Notwithstanding the cessation of discussions, or the successful completion of a potential business relationship, Confidential Information shall remain confidential pursuant to the terms and provisions of this Agreement for a period of 5 years from the date of its disclosure by the Discloser to the Recipient under this Agreement.

7. PRIVACY

7.1. Each Party agrees to post on its Sites a privacy policy, and if the Client is selling Ad Inventory in an application(s) Client agrees to include within the application a link to a privacy policy, that complies with Applicable Data Protection Law, including the disclosure of all applicable User Data collection, use and disclosure practices.

7.2. TVP uses Cookies for purposes of targeting individual end users with advertisements. Client shall ensure that appropriate notice and consent mechanisms as may be required by Applicable Data Protection Law are displayed upon Client’s Sites from which the User Data is collected or made available so that TVP can serve Cookies lawfully through such Client’s Sites in order to provide the Service under this Agreement.

7.3. Upon request, TVP shall provide the Client with such information as Client may reasonably require about TVP’s Cookies so that the Client can ensure that such notice is provided. TVP shall not use Cookies to collect data from any individual who has opted-out of TVP’s Cookies. In particular, Client’s privacy policies on its Sites will contains the following language (or similar), including a conspicuous link to a functional opt-out page:
“We use third-party advertising companies to serve ads when you visit our Web site. These companies may use information (not including your name, address, email address or telephone number) about your visits to this and other Web sites in order to provide advertisements about goods and services of interest to you. If you would like more information about this practice and to know your choices about not having this information used by these companies, click here ( http://www.networkadvertising.org/managing/opt_out.asp).”

7.4. If Client is buying or selling Ad Inventory through the Service directly or indirectly on behalf of any third party, Client will ensure that such third-party places on its respective website(s) an up-to-date and accurate privacy policy that complies with this Section.

7.5. The Parties acknowledge that Client will disclose or make available User Data to TVP for the Permitted Purpose.

7.6. Client is a controller of the User Data and TVP will process the User Data as a separate and independent processor for the Permitted Purpose. In no event will the parties process the User Data jointly as joint controllers. The terms “controller”, “processor” and “process” as used in this Section regarding “Data Protection” shall have the meanings attributed thereto under Applicable Data Protection Law.

7.7. Each Party shall be individually and separately responsible for complying with the obligations that apply to it as controller and processor, as the case may be, under Applicable Data Protection Law.

7.8. TVP will not disclose the User Data to any third party without Client’s prior written consent except:

  1. for the Permitted Purpose;
  2. as otherwise permitted pursuant to this Agreement; or
  3. where required by applicable law.

7.9. TVP shall implement appropriate technical and organizational measures to protect the User Data from a Security Incident. In the event that TVP suffers a confirmed Security Incident that impacts the User Data, it shall notify the Client without undue delay and cooperate in good faith with the Client to agree and action such measures as may be necessary to mitigate or remedy the effects of the Security Incident.

7.10. TVP may appoint third party processors to process User Data for the Permitted Purpose, provided that such processors:

  1. agree in writing to process User Data in accordance with TVP’s documented instructions;
  2. implement appropriate technical and organizational security measures to protect the User Data against a Security Incident; and
  3. otherwise provide sufficient guarantees that they will process the User Data in a manner that will meet the requirements of Applicable Data Protection Law.

7.11. Where EU Data Protection Law applies, TVP shall not process any User Data (nor permit any User Data to be processed) in a territory outside of the EEA unless it has taken such measures as are necessary to ensure the transfer follows EU Data Protection Law.

7.12. Client shall inform TVP (and shall keep TVP informed) if any of the Client’s Sites are directed towards children under the age of sixteen. In such event, the Client acknowledges that TVP may elect not to sell Ads on such child-directed Client’s Sites.

7.13. This Section shall survive termination or expiry of this Agreement. Upon termination or expiry of this Agreement each Party may continue to process the User Data provided that such processing complies with the requirements of this Section and Applicable Data Protection Law.

8. REPRESENTATIONS AND WARRANTIES

8.1. Each Party represents and warrants to the other Party that:

  1. such Party has the required power and authority to enter into this Agreement and to perform its obligations hereunder,
  2. the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party; and
  3. this Agreement constitutes a legal, valid and binding obligation when signed by both Parties.

8.2. Each Party shall comply with all applicable laws, rules, and regulations in performing its respective obligations and exercising its rights under this Agreement, including, without limitation, Applicable Data Protection Law and any and all applicable laws with respect consumer protection and the protection of children (i.e., COPPA).

8.3. EXCEPT AS EXPLICITLY SET OUT IN THIS AGREEMENT, BOTH PARTIES DISCLAIM ALL WARRANTIES (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED REPRESENTATION, TERM OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TVP MAKES NO REPRESENTATION OR WARRANTY AS TO ANY AD OR CONTENT OR LEVEL OR RESPONSE OR ANY BENEFIT OR REVENUES THAT THE CLIENT (OR CLIENT’S USERS) WILL OBTAIN FROM ITS USE OF THE SERVICE, AND TVP DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE ALWAYS AVAILABLE OR ERROR-FREE.

9. INDEMNIFICATION

9.1. TVP shall indemnify the Client against a Claim arising from or in connection with:

  1. any proven breach by TVP of its obligations, representations and warranties under this Agreement,
  2. any proven fact that the TVP Materials infringe or misappropriate third party’s intellectual property or other rights by reason of the use of the TVP Materials by the Client as permitted hereunder.

9.2. In the event a Claim under this sub-section (b) is made or, in TVP’s reasonable opinion, is likely to be made, TVP may, at its sole option and expense:

  1. procure for the Client the right to continue using the TVP Materials that are the subject of such Claim, or
  2. replace or modify the TVP Materials that are the subject of such Claim to be non-infringing without material decrease in functionality.

9.3. If the foregoing options are not reasonably practicable, TVP may terminate this Agreement.

9.4. Client shall indemnify TVP, its affiliates and each of its and their officers, directors, employees, and agents (each, an “TVP Indemnified Party”) from and against any and all damages, losses, and liabilities from any Claim arising from or in connection with:

  1. any breach by Client of its obligations, representations and warranties under this Agreement,
  2. any Claim that the content on Client’s Sites infringes a third party’s intellectual property right.

9.5. The indemnified Party must:

  1. promptly notify the indemnifying Party of any Claim, provided that failure or delay in providing notice shall not relieve a Party of its indemnification obligations except to the extent actually prejudiced thereby,
  2. reasonably cooperate with the other Party in connection with such Claim at the expense of the indemnifying Party, and
  3. tender to the indemnifying Party the sole and exclusive authority to defend and/or settle any such Claim; provided that indemnifying Party will not, without the indemnified Party’s prior written consent, which shall not be unreasonably withheld or delayed, enter into any settlement of a Claim that:
    1. imposes a monetary obligation on indemnified Party that is not covered by the indemnification,
    2. imposes a material, non-monetary obligation on indemnified Party or materially increases the indemnified Party’s costs or risk,
    3. does not include an unconditional release of indemnified Party, or
    4. admits liability on the part of the indemnified Party.

10. EXCLUSION AND LIMITATION OF LIABILITY

10.1. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH ABOVE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A REPRESENTATIVE OF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH ABOVE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY UNDER ANY CAUSE OF ACTION OR THEORY FOR AN AMOUNT THAT EXCEEDS THE GREATER OF US $10,000 OR THE TVP FEES CHARGED TO CLIENT UNDER THIS AGREEMENT FOR THE MOST RECENT TWELVE (12) MONTHS.

10.2. TVP shall not have any liability arising from any agreement between Client and any Buyer or from any Ads. The provisions of this section fairly allocate the risks under this Agreement between the Parties, and the parties have relied on the limitations set forth herein in determining whether to enter into this Agreement and shall apply notwithstanding any provision of this Agreement to the contrary and regardless of the form of action.

11. TERMINATION

11.1. Either Party may terminate this Agreement with 60 days’ notice to the other Party. TVP may limit and/or suspend Client’s access to and use of the Service (including ceasing purchase, sale, delivery, or serving of Ads or Ad Inventory) terminate this Agreement at its sole discretion effective immediately if TVP has a basis to suspect that:

  1. the Client is engaging in a Prohibited Action;
  2. Client’s Sites or Ads contain Prohibited Content;
  3. Client is violating the terms of this Agreement;
  4. Client is violating any applicable law or regulation;
  5. Client’s use of the Service is likely to cause harm to TVP’s other customers, or end users of Sites or their data, devices, or systems.

11.2. TVP will use commercially reasonable efforts to provide the Client with notice prior to any limitation or suspension, but in any event will notify Client promptly thereafter.

11.3. Upon termination of this Agreement for any reason, all rights granted hereunder and all obligations of TVP to provide the Service shall immediately terminate. Notwithstanding the foregoing, the definitions and obligations of the Parties contained in this Agreement regarding proprietary rights ownership, confidentiality, legal and regulatory compliance (including privacy and data), indemnities, any accrued unpaid payment obligations set forth in this Agreement, and any other provisions that are, by their nature, intended to continue beyond the termination of this Agreement, shall survive termination of this Agreement.

11.4. Neither Party shall be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control, including, without limitation, earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared) or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

12. MISCELLANEOUS

12.1. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original instrument, but all of which together shall constitute only one and the same instrument. Execution and delivery of this Agreement by exchange through a service such as EchoSign or DocuSign bearing the electronic signature of a Party, or .pdf bearing electronic or handwritten signatures hereto, shall constitute a valid and binding execution and delivery of this Agreement by such Party. Such copies shall constitute enforceable original documents.

12.2. For greater certainty, pursuant to any applicable laws, rules or regulations, including without limitation the US Electronic Signatures in Global and National Commerce Act, P.L. 106-229 or other similar statutes, and to the maximum extent permitted by applicable law, Client HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS. Further, and to the maximum extent permitted by applicable law, Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

12.3. This Agreement may not be amended or modified, in whole or part, except by a writing signed by duly authorized representative of each Party.

12.4. No provision or part of this Agreement or remedy hereunder may be waived except by a writing signed by a duly authorized representative of the Party making the waiver. Failure or delay by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

12.5. Nothing in this Agreement shall be construed to place the Parties hereto in an agency, employment, franchise, joint venture, or partnership relationship. Except as provided herein, neither Party will have the authority to obligate or bind the other in any manner, and nothing herein contained shall give rise or is intended to give rise to any rights of any kind to any third parties.

12.6. In the event that any provision of this Agreement is found to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable, and such provision as so reformed will continue in effect, consistent with the intent of the Parties as of the Effective Date.

12.7. The provisions of this Agreement have been examined, negotiated and revised by counsel for each Party, and no implication shall be drawn against any Party hereto by virtue of the drafting of this Agreement. This Agreement shall not be construed against any Party by reason of its drafting, preparation, or means of acceptance.

12.8. This Agreement shall be governed by and construed in accordance with the laws of Hungary without regard to its rules of conflict of laws. Each of the Parties hereto hereby irrevocably and unconditionally consents to submit to the non-exclusive jurisdiction of the courts of Hungary for any litigation among the Parties hereto arising out of or relating to this Agreement.

12.9. All notices under or related to this Agreement will be in writing, will reference this Agreement and shall be given by certified mail, by facsimile or other means of electronic communication (including email) or delivered in person. Notice to TVP by email will only be deemed given if sent to: legal@theviewpoint.com. Otherwise the address for notice for each Party shall be the address set forth on the front page of the Master Service Agreement for Publisher. Any notice shall be deemed to be received, if mailed on the day such mail is delivered by the post office or other applicable delivery service, if sent by facsimile or other means of electronic communication, on the business day following the sending, or if delivered in person at the time it is delivered.

12.10. In the event of any conflict or inconsistency between provisions or components of this Agreement, as may be amended from time to time, the order of precedence shall be: (a) any specific agreement, order form, schedule, or amendment pertaining to a specific component of the Service, (b) this Master Service Agreement for Publisher.

12.11. Neither Party may assign this Agreement, or sublicense any of the rights granted herein, in whole or in part, without the prior written consent of the non-assigning Party, which consent will not be unreasonably withheld by the non-assigning Party. Notwithstanding the foregoing, either Party may assign this Agreement without such consent:

  1. to a person or entity that directly or indirectly controls, is controlled by or is under common control with such Party, and
  2. in connection with a merger, reorganization or sale of a substantial part of the assets or business to which this Agreement relates.

12.12. Subject to the foregoing limitation, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns. Any attempt by either Party to assign or transfer any of the rights, duties or obligations of this Agreement in violation of the foregoing shall be void.

12.13. This Master Service Agreement for Publisher along with the Insertion Order and any schedules and/or amendment hereto, executed by authorized representatives of both parties constitutes the entire agreement between the Parties regarding the subject matter contained herein and therein and supersedes and replaces all prior or contemporaneous understandings or agreements between the Parties, written or oral, regarding such subject matter. If there is any discrepancy between this Master Service Agreement for Publisher and the Insertion Order, the Insertion Order shall prevail.

12.14. This Agreement may only be amended by a written document executed by both parties.

12.15. TVP and Client confirm their mutual agreement to this Master Service Agreement for Publisher as of the Effective Date.

12.16. Any reference in this Agreement to any statute or statutory provision is a reference to that statute or statutory provision as amended and in force from time to time and to all orders, regulations, instruments or other subordinate legislation made under the relevant statute.

 

SCHEDULE A

PLATFORM GUIDELINES

“We”, “us” and “our” means TVP. “You” and “your” means Client.

If you choose to use TVP Services you are required to adhere to the following policies and guidelines, when applicable. If you fail to comply, we reserve the right to disable your account. Please note that we may change our policies and guidelines at any time, and it is your responsibility to keep up to date with and adhere to the effective version hereof.

Publishers using the Service are required to have and abide by an appropriate privacy policy.

You must comply with any applicable third-party terms, policies, guidelines, etc. that apply to your ads, apps, sites, distribution, data handling and business practices.

You are prohibited to monetize your content with TVP Marketplace if it contains or does any of the following:

  1. infringes any copyright, trade secret, trademarked, right of publicity, right of privacy, moral right, or other intellectual property right of any third party;
  2. any obscene or pornographic material or adult material;
  3. violent content, content that promotes discrimination racial intolerance, or advocacy against any individual, group, or organization;
  4. any content that is misrepresentative, defamatory, libelous, or that violates any applicable law or regulation;
  5. any content that is illegal or promotes illegal activity (gambling, drugs, sales or promotion of weapons or ammunition, etc.);
  6. a spyware, malware, virus, worm, Trojan horse, or other component harmful to any network or equipment.
  7. any content that Personal and confidential information;
  8. content related to compensation programs where users are encouraged to click on ads or offers, perform searches, surf websites, read emails, or similar activities;
  9. excessive, repetitive, or irrelevant keywords in the content or code of web pages; and
  10. any page that is “under construction”.

You will comply with the following content placement policies:

  1. page content must not obstruct any portion of the ad displayed;
  2. no content may be placed on any non-content-based pages;
  3. no content may be served on any downloadable applications;
  4. no content may be placed behind a registration system without prior written approval from TVP;
  5. no content may be placed on pages published specifically for the purpose of showing ads, whether or not the page content is relevant;
  6. no video content may be placed in in-stream video players without content or disabled playback; and
  7. no auto-refresh video content.

We may use proprietary and third-party tools to block Ad Inventory that contains certain categories of content. These categories include, but may not be limited to the following:
Abused Drugs; Adult Content; Bot Networks; Dynamic DNS; Elevated Exposure; Freeware and Software Download; General Email; Hacking; Parked Domain; Pay-to-Surf; Peer-to-Peer File Sharing; Phishing and Other Frauds; Potentially Damaging Content; Racism and Hate.