VENDOR STANDARD TERMS AND CONDITIONS:

Last updated: June 17th, 2025

These standard terms and conditions (the “Terms ” or “Vendor Terms”), entered into and agreed to by Slashdot Media, LLC (“Media Company”, “Us”, “We”, or “Our”) and all Vendors, govern each IO and Your access to, and the ongoing use of all of the following: the Sites, Vendor Platform, Media Company Content, and Solutions (collectively, the “Services”).

By accessing or using any of the Services, or executing an Insertion Order that references these Terms, the person accessing or using any of the Services or executing the Insertion Order agrees on behalf of his or her Vendor entity to be bound by the provisions and obligations hereafter set forth and represents that he or she has the power and authority to enter into this Agreement including, in the case of Agency, authority from the Vendor. If the person accepting is a natural person not associated with or representing a Vendor entity or any other entity, he or she agrees to be bound by these Terms as an individual. “You” AND “Your” refer to you as in individual, and/or such Vendor entity and its Affiliates, as applicable. BY ACCESSING AND USING THE SERVICES, YOU ATTEST THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, OR DO NOT HAVE THE AUTHORITY TO BIND YOUR COMPANY AND ITS AFFILIATES TO THESE TERMS, THEN YOU SHOULD NOT ACCESS OR USE OUR SERVICES, OR EXECUTE AN INSERTION ORDER.

These Terms were last updated on the date provided herein and are effective between You and Us as of the date You access or use our Services, or execute an IO referencing them, whichever is earlier. We reserve the right to update or otherwise modify these Terms from time to time. You are responsible for checking these Terms periodically for changes and updates. Your use of our Services after such update constitutes Your acceptance of such changes and the updated Terms.

These Terms, along with each IO, our Terms of Use, DPA, Opt-Out Choices, Policies and any document or additional terms referenced herein, constitute the entire and exclusive agreement between the parties with respect to the subject matter hereof; and supersede, replace any/or nullify any conflicting, previous, or additional terms (the “Agreement”).

Capitalized terms that are not otherwise defined herein shall have the meanings assigned to them in the Agreement. Vendor and Media Company agree as follows:

• “Accounts” include information about a Vendor (Basic and Upgraded) collected and maintained as company records for the purposes of managing the Sites, content management, and administrating the Services. Because We create Vendor Accounts for the purposes of administering and managing our business, Vendor Accounts cannot be cancelled.
• “Advertising Campaign” means the process by which Media Company obtains, processes, provisions, and provides Vendor with any Deliverables as provided in an IO.
• “Ad” means any Deliverable provided to Vendor by Media Company as provided in an IO.
• “Advertising Materials” means artwork, banners, images, copy, video, audio, logos, content, or active URLs or tags for Ads.
• “Affiliate” means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity.
• “Agency” means the advertising agency listed on the applicable IO and that is employed by Vendor to plan, design, place, supervise and/or contract their Ad Campaigns.
• “Annual” means a three hundred and sixty-five (365) day period a) starting on the first day of the Term ("Start Date") and b) ending 365 days later. For example, the Initial Term may start on January 16th and end on January 15th in the subsequent calendar year and the Subsequent Term would then start on January 16th of the subsequent year and so forth. The Annual term in any leap year is considered a three hundred and sixty-six (366) day period.
• “Basic BSL Plan” is an unpaid Business Software Listing.
• “Basic Product Listing” is a Product Listing associated with a Basic BSL Plan.
• “Basic Product Profile” is a Product Profile associated with a Basic BSL Plan.
• “Basic Vendor” is an unpaid Vendor.
• “Brands” means any of Media Company’s brand names including Slashdot Media, Slashdot Media, LLC, SourceForge, Slashdot, TopBusinessSoftware, or its Sites.
• “Business Software Listing” or “BSL” is a Deliverable and means the Solution offered that includes the Product Profile, Product Listing, and other features, offerings, and plans as defined by Media Company and as further outlined under Business Software Listing Policies and as further specified here under Specifications and Guidelines.
• “Category Pages” or “Categories” are the pages or tables on the Sites relating to specific types or categories of products, services, or software and that may include Product Listings.
• “Company-Level Intent Data” (also referred to as “Company-Level Buyer Intent Data”) means Intent Data that is associated with a business organization or domain. Such data may include firmographic attributes (e.g., company name, industry, size), location, inferred interests, or category-level activity, and is derived from Site User or Internet User behavior that Media Company has determined is attributable to an identifiable company or domain.
• “Conversion Tracking” is an optional feature provided by Us that allows You to place a tracking code snippet provided by Us on Your website enabling You to track conversions or identify leads that come from or otherwise originate from Our Sites.
• “CPC Deliverables” means Deliverables sold on a cost per click (“CPC”) basis whereas an ad click shall be defined as each time a Site User clicks on the Upgraded Vendor Ad and is directed to Vendor URL (“Ad Click”).
• “CPC Monthly Maximum Charge” or “CPC MMC” means the total Vendor charges for CPC Deliverables during any calendar month.
• “CPC Rate” means the cost per Ad Click rate paid by Vendor for CPC Deliverables as provided on the IO.
• “CPM Deliverable” or “Display Advertising” means Deliverables sold on a cost per thousand Ad banner impression (“CPM”) basis. Impressions may also be referred to as “IMPs”.
• “Data Subject” means an identified or identifiable natural person(s).
• “Deliverable” or “Deliverables” means the inventory delivered by Media Company including or related to any Solution or desired actions.
• “Fixed Priced Deliverable” means any Deliverable referenced on an IO that is sold on a fixed priced basis and may include, but is not limited to, add-on services, features or capabilities.
• “Initial Term” shall mean the initial term period as provided herein or on the IO or herein. This Agreement and IO shall automatically renew (unless otherwise provided in the IO or herein) for an additional term equal to the Initial term (“Subsequent Term”) after the Initial Term or any Subsequent Term unless either party provides the other with written notice to not renew at least 10 days prior to the end of the Initial Term or any Subsequent Term. The Initial Term and Subsequent Term may be referred to individually or collectively as the “Term”.
• “Internet” means that certain global network of computers commonly referred to as the Internet, including (without limitation) the World Wide Web and websites found on the World Wide Web.
• “Intent Data” (also referred to as “Buyer Intent Data” and “Insight Data”) is considered a Deliverable and means insights, behavioral signals, and related data (as specified by Media Company and to the extent available) collected, derived, inferred, or licensed by Media Company and provided to Vendor that relate to a Site User or Internet User and reflect engagement with, or interest in, certain products, categories, or topics as evidenced by interaction with Media Company's Sites, content, or related media or offerings. Intent Data shall also include Company-Level Intent Data. Intent Data may not be resold, made public, integrated into publicly displayed works, or disclosed to any Third Party, except as permitted under this Agreement.
• “Internet Users” means any user of the Internet.
• “IO” or “Insertion Order” means a mutually agreed insertion order that incorporates these Terms and which outlines the Solutions.
• “Lead” means the information, including without limitation, any Lead Data, that is collected, compiled, managed, or otherwise secured by Us, relating to a Data Subject or Site User that has displayed interest in a Product or Category, may be further defined in an applicable IO; and which is owned by Us.
• “Lead Data” means all information, including without limitation, any data, profiles, statistics, insights, behavioral data, personal data, intent data, analytics, contact information, demographic data, firmographic data, technographic data, including any data provided via Lead Forms, relating to any Lead, organization, business, or corporate entity.
• “Lead Form” means the form served by Media Company to Site Users from time to time whereas Site Users fill out such form and provide contact information for the purpose of accessing Site content, Vendor Content, and/or offers from Media Company. Vendor agrees and understand there may be countries, regions, or jurisdictions where Media Company is prohibited by Privacy and Direct Marketing Laws, other law or regulation, or otherwise, from serving a Site User a Lead Form and as a consequence, Site User contact information may not be available to Vendor in these countries, regions, or jurisdictions.
• “Link” means text, icons, images, graphics, or other HTML elements that link, hyperlink, activate or associate to, an external resource.
• “Look-a-Like Users” means any Site User or Internet User that Media Company determines shares relative characteristics with another Site User, Internet User, or Target User.
• “Media Company Content” means the Sites, Site content, all information, data, technology, tools, systems, Product Listing and Product Profile content, Product Information, or other related proprietary materials developed and owned by Us and our Affiliates, including but not limited to and without limitation, Insight Data, Site User Content, Site User Reviews, Solutions, Leads and Lead Data, and Third Party content.
• “Network Properties” means websites that are not owned, operated, or controlled by Media Company, but on which Media Company has a contractual right to serve Ads.
• “Network Property User” means a user of a Network Property who accesses, views, and/or interacts with or consumes content, writes reviews, contributes content, or performs various other site interactions, including without limitation, Data Subjects.
• “Network Property User Domain” means the domain associated with a Network Property User.
• “Non-Media Company Applications” means any online or offline application or functionality that interoperates with the Services that is provided by any Third Party.
• “Password” means that certain password, username, and other log-in information assigned to You by Media Company, in each case for accessing the Vendor Platform.
• “Partner” means any external, third-party entity or website under contract with Media Company to generate or otherwise drive Deliverables.
• “Policies” means (i) Media Company Solutions criteria and/or specifications, including content limitations, policy, and guidelines as outlined herein under Business Software Listing Policies, the Reviews Program Policies, and technical specifications as outlined here under Specifications and Guidelines, the provisions of which are incorporated herein by this reference, (ii) user experience policies associated with Media Company Content, (iii) policies regarding consistency with Media Company’s public image and other editorial or advertising policies as provided herein, (iv) and our Terms of Use (“Terms of Use”), DPA, and Opt-Out Choices (“Opt-Out Choices”), the provisions of which and for each are incorporated herein by this reference.
• “Product Information” means, collectively and without limitation, Product descriptions, specifications, features, benefits, requirements, pricing, training, support, embeddable files made available for download such as a PDF, screenshots, reviews, audio, video, created by Vendor or Us from publicly available content, Vendor contributed modifications or Content, and any other content We create or license, now or in the future, and featured on our Sites.
• “Product Listing” or “Product Listings” is a more summarized version of the Product Profile often featured in tables or lists on directory, product, or category listing pages on the Sites.
• “Product Profile” or “Product Profiles” is a detailed summary and description of Vendor's Product created by Us from publicly available content, content contributed by Vendor, and any other content We create or license including Product Information. Product Profiles may be featured or referenced on the Site in directories, Product lists, individual pages, or integrated into general Site content and may appear in an abbreviated format as a Product Listing.
• “Product” or “Software” means the software, product, solution, or service offering associated with, and/or being marketed/sold by, Vendor.
• “Prohibited Code” means computer programs or tools that (a) alter a computer user’s browser or other settings or use an ActiveX control or similar device to download advertising supporting software without providing fair notice to and obtaining affirmative consent; (b) prevent a computer user’s reasonable efforts to block the installation of or disable or remove unwanted software; (c) remove or disable any security, anti-spyware or anti-virus technology on a user’s computer; (d) send email through a user’s computer without prior authorization; (e) open multiple, sequential, stand-alone advertisements in the consumer’s Internet browser which cannot be closed without closing the Internet browser or shutting down the computer or (f) other similar activities that are prohibited by applicable law or industry best practices.
• “Quarter” and “Quarterly” mean a three (3) month period a) starting on the first day of the Term ("Start Date") and b) ending in the 3rd calendar month after the Start Date on the calendar date preceding the Start Date. For example, the initial quarter may start on January 16th and end on April 15th and the Subsequent Term would then start on April 16th and end on July 15th and so forth. Another example could be the initial quarter may start on January 1st and end on March 31st and the Subsequent Term would then start on April 1st and end on June 31st and so forth.
• “Rate” or “Rates” mean the rate or rates charged to Vendor by Media Company for the Solutions or any Deliverable as specified herein or on an applicable IO.
• “Rating” or “Ratings” mean any portion of a Site User Review or any other Media Company review or compilation, that uses scaled score, rating, or metric to convey an opinion or a qualitative or quantitative rating about a Vendor or Product.
• “Representative” means, as to an entity and/or its Affiliate(s), any director, officer, employee, consultant, contractor, agent, and/or attorney.
• “Retargeting” means an Advertising Campaign that uses a cookie-based or other technology that uses pixels, script, code, tags, software, or other methods to target Internet users and/or Site Users based on their previous Internet actions.
• “Retargeting Services” is considered a Deliverable and means a Display Advertising Campaign that uses Retargeting to retarget (i) a Site User, Network Property User, or Vendor Site User that has previously visited a Site, Network Property, or Vendor Site or viewed an Ad Creative, (ii) Internet users associated with the same Site User Domain, Network Property Domain, or Vendor Domain as a Site User, Network Property User, or Vendor Site User that previously visited a Site, Network Property, Vendor Site, or viewed an Ad Creative, or (iii) any Internet user associated with an anonymized cookie pool.
• “Retargeting Materials” means any of the materials, including but not limited to, any pixels, script, code, tags, or software used to provide the Retargeting Services.
• “Site” or “Sites” are websites that are owned, operated, controlled, or licensed by Media Company, our Affiliates, or authorized Third Parties to provide the Services hereunder, including but not limited to, sourceforge.net, slashdot.org, topbusinesssoftware.com, linuxjournal.com, and voipreview.org.
• “Site User Content” means without limitation, any information, materials, comments, opinions, commentary, and any related content submitted to our Sites by a Site User including Site User Reviews.
• “Site User Domain” means the domain associated with a Site User.
• “Site User Reviews” means any content or other licensed content submitted or otherwise posted by a Site User that conveys, expresses, or otherwise communicates an opinion about a Vendor or Product that may or may not include a Rating. Site User Reviews are considered Site User Content.
• “Site User” (also referred to as “Site Visitor”) means a user of our Sites who accesses, views, and/or interacts with or consumes content, writes reviews, contributes content, or performs various other site interactions, including without limitation, Data Subjects.
• “Solution” or “Solutions” means, individually and collectively, the product, service, feature, report, Ad, Deliverable or application offered by Media Company that is provided to You free of charge, ordered by You on an Insertion Order or via the Vendor Platform, or is otherwise made available to You by Media Company.
• “Target User” means, to the extent identifiable, any anonymized (i) Site User that has visited a Vendor Product Profile Site page, or Site page where a Vendor Product Listing is served, any other Site page featuring Vendor Content (as determined by Media Company), or any Site page; (ii) Internet User associated with the same Site User Domain as a Site User that has visited a Vendor Product Profile Site page, a Site page where a Vendor Product Listing is served, any other Site page featuring Vendor Content (as determined by Media Company), or any Site page; (iii) Internet user, (iv) look-a-like users, or (v) a Vendor web site user, as applicable.
• “Third Party” or “Third Parties” means an entity or person that is not (i) a party to an IO or (ii) an Affiliate or Representative of a party to an IO which we may cooperate in providing the Services hereunder, including without limitation, Partners, service providers, and Affiliates.
• “Third Party Services” means Third-Party platforms, tools, technologies, data providers, or services, whether indirectly or directly integrated or provided as part of a campaign or Deliverable.
• “Upgraded BSL Plan” is a paid Business Software Listing.
• “Upgraded Product Listing” is a Profile Listing associated with an Upgraded BSL Plan.
• “Upgraded Product Profile” is a Product Profile associated with an Upgraded BSL Plan.
• “Upgraded Vendor” is a Vendor that pays Media Company for any of the Solutions.
• “Value Add”, “Value Adds”, “VA”, or “VAs” means value added placement or Solution, which is (i) specifically identified on an IO, (ii) provided by Media Company to Vendor at no cost to Vendor, (iii) has no monetary value for the purposes of this Agreement or any IO, and (iv) is being offered and provided contingent upon Vendor remaining in compliance with the terms of this Agreement (including payment terms), any IO, or any other agreement with Media Company.
• “Vendor” means a software or technology service vendor (Basic Vendor or Upgraded Vendor) whose Product is included on our Sites.
• “Vendor Program” means the program and software applications ordered by You and provided by Media Company via the Vendor Platform and/or other online or cloud-based application or means.
• “Vendor Content” means any content or other materials which You embed or post in connection with your Product Profile(s) but does not include Vendor Data, Media Company Content, or Non-Media Company Applications.
• “Vendor Data” means any electronic data and information submitted or uploaded through any means by or on behalf of You, to the Vendor Platform or otherwise associated with the Vendor Program, but does not include Vendor Content, Media Company Content, or any Non-Media Applications.
• “Vendor Site” is any website owned, operated, controlled, or otherwise licensed by Vendor.
• “Vendor Site User” means a user of a Vendor Site who accesses, views, and/or interacts with Vendor Site, including without limitation, Data Subjects.
• “Vendor User Domain” means the domain associated with a Vendor Site User.
• “Vendor Portal” means the front-end, web-based interface made available to Vendor to manage listings, submit materials, and view reports.
• “Vendor Platform” means the broader technology platform and software system provided by Media Company to Vendors in connection with the Services, which includes the Vendor Portal, tracking systems, and related tools.

1. Overview. We publish an extensive online directory of B2B commercial software and services on Our Sites serving millions of Site Users each month. It’s Our intent that Our software directory features all B2B software options available in a manner highly useful and effective to software buyers researching and planning to buy software and the software Vendors looking to reach these software buyers.
2. Business Software Listings. We create a detailed summary and description in the form of a Product Profile for each Software using publicly available information and from time to time, information contributed by Vendor. The directory is by categorized into thousands of individual Software Categories that feature Product Listings which are a more summarized version of the Product Profile. Collectively, the Product Profile, Product Listing, and other features and offerings are referred to as a Business Software Listing as further defined herein.
3. Categories. Our editorial team uses proprietary tools and human evaluation to determine which Category or Categories each Software is best suited. Software may fit into one or more Categories. On an ongoing basis, Our editorial objective is to ensure that Software is properly categorized to ensure the most optimal Site User & Vendor experience, and We reserve the right to make updates to how Business Software Listing are assigned to Categories in Our sole discretion.
4. Business Software Listing Criteria. Below is a list of some of the criteria We use to determine whether to include Software in Our directory as a Business Software Listing:
   1. The Software must be publicly and commercially available to businesses.
   2. The Vendor must offer the Software, We do not list resellers, affiliates, integrators, or other third parties unless We have express authorization from a Vendor to do otherwise.
   3. The Software must fit into one or more of Our Categories.
5. Vendor Portal. Vendors are provided access to the Vendor Portal where they can submit a request to validate themselves as the authorized Vendor associated with a Business Software Listing. Once approved, authorized Vendors may edit and update their Product Profile via the Vendor Portal.
6. Business Software Listing Removal. Our sites serve the global software community as a comprehensive B2B software & services resource. To that end, We will not remove a Business Software Listing unless We determine the Product associated with the Business Software Listing is no longer being offered, has otherwise been discontinued, and/or is not being marketed or is not available for use or consumption by the general public. We reserve the right in Our sole discretion to modify or remove a Business Software Listing. We will work with Vendors when changes have been made to the Product such as a new name, a sale, company merger, consolidation, or any event that reasonably suggests We modify a Business Software Listing.
7. Business Software Listing Plans. We offer Vendors two Business Software Listing plans designed to further assist them in expanding their company and Product exposure to the global software user and buyers’ market.
   1. Basic BSL Plan - A Basic BSL Plan is an unpaid Business Software Listing. Media Company hereby grants Vendor a worldwide, non-exclusive, non-transferable, non-assignable license to access and use those limited features associated with a Basic BSL Plan as outlined herein and further in the Specifications and Guidelines section. From time to time Media Company may modify, replace, or discontinue any of the Basic BSL Plan features in its sole discretion. Basic BSL Plans are not cancellable.
   2. Upgraded BSL Plan - An Upgraded BSL Plan is a paid Business Software Listing that offers additional and/or advanced features to the Vendor designed to further assist them in their marketing efforts. If and to the extent an Upgraded BSL Plan is specified in an IO, Media Company hereby grants Vendor a worldwide, non-exclusive, non-transferable, non-assignable license to access and use, solely as applicable and as specified in these Terms, the Specifications and Guidelines section, and the relevant IO, those upgraded features associated with an Upgraded BSL Plan for the term specified in the IO. As it develops new profile features, Media Company may from time to time add new additional features or modify or replace any of the features with features of a substantially similar nature or purpose or discontinue features altogether in its sole discretion. In the event an Upgraded BSL Plan is cancelled or otherwise discontinued, it shall automatically revert to a Basic BSL Plan.
8. Business Software Listing Editing Guidelines. Guidelines for Vendors when editing and updating a Business Software Listing:
   1. Edit and update via the Vendor Portal.
   2. Add, update and maintain as much relevant content as practical to ensure Site Users gain a full perspective on your Product and its unique benefits including features, details. integrations, FAQs and more.
   3. Add content that Site Viewers will find unique and highly useful & relevant, do not simply cut/paste content from another source on the Internet.
   4. Be accurate and factual.

1. IO Details. From time to time, Media Company and Vendor may execute IOs that will be accepted as set forth in Section II(b). As applicable, each IO will specify: (i) the type(s), amount(s) and specifications of Deliverables, (ii) the price(s) for such Deliverables, (iii) the maximum amount of money to be spent pursuant to the IO, (iv) the start and end dates of any Services, and (v) the identity of and contact information for Media Company and Vendor. Other items that may be included are, but are not limited to, any other specific or special terms or specifications.
2. Acceptance. Acceptance of the IO and these Terms shall be upon written (which, unless otherwise specified, for purposes of these Terms, will include paper, fax, or electronic) approval of the IO and these Terms by Media Company and Vendor.
3. Revisions. Unless otherwise provided hereunder, revisions to accepted IOs will be made in writing and acknowledged by both Parties in writing.
4. Rates. Rates for Deliverables, including but not limited to, Upgraded BSL Plans, shall automatically increase, without notice to Vendor, by 3% on each Annual anniversary of the date of this Agreement.

1. Specifications. Media Company specifications for Advertising Materials, technical specifications and guidelines are as outlined here: Specifications and Guidelines.
2. Submission. You will submit Advertising Materials pursuant to Section III(a) in accordance with Media Company’s then-existing Policies. Vendor represents and warrants that the Advertising Materials will not contain any Prohibited Code.
3. Ad Tags. When applicable and approved by Media Company, Third Party tracking tags relating to Ads may be implemented. Vendor agrees to provide Third Party tracking tags in compliance with generally accepted industry standards, Media Company Policies and all applicable laws. For the avoidance of doubt, Personal Data shall include any data that otherwise meets the definition of Personal Data transferred from Media Company to Vendor, if any, via any Third Party Ad Server tags, or any other mechanism allowed by this Section III. Ad and Content Specifications. For the avoidance of doubt, any such Personal Data provided to Vendor from Media Company shall be treated in accordance with XII. CONFIDENTIAL INFORMATION, NON-DISCLOSURE, DATA USAGE, PRIVACY AND LAWS, subsection (e).
4. Ad Serving and Tracking. Media Company will serve all Ads and track Delivery through its ad server and systems.
5. Changes to Site. Media Company reserves the right to make changes to the Sites in its sole discretion. Media Company will use commercially reasonable efforts to provide Upgraded Vendor prior notification of any material changes to the Site that Media Company deems may materially change or affect Deliverables as specified on the applicable IO. Should such a modification occur (exclusive of any modification made to any features of, or formatting relating to, any Product Profile, or, to the formatting, features, or placement of Upgraded Product Listings on Category Pages) with or without notice, as Upgraded Vendor’s sole remedy for such change, Upgraded Vendor may cancel the remainder of the affected Upgraded BSL Plan without penalty within five (5) business days of such notification or finding. No refunds relating to prepaid services are due or shall be paid as a result of such cancellation.

1. Payment. Vendor agrees to pay Media Company the charges as set forth and provided in the IO. Payment is due for all Services in advance of period for which they apply. All charges for Services are solely based on Media Company’s measurement. All prices set forth in an IO are stated exclusive of VAT, GST and any other form of value-added or sales tax, and any such taxes, if applicable, shall be added to the invoice and be paid by Vendor. Billing invoices and statements will be made available to Vendor in the Vendor Platform or sent to Vendor’s billing address as set forth on the IO, as applicable, and will include information reasonably specified by Vendor such as the PO number. In the event payment is made via (i) credit card, Vendor authorizes Media Company to automatically charge Vendor’s credit card, or (ii) ACH, Vendor authorizes Media Company to automatically initiate an ACH debit transaction, in advance of Service term and on a recurring basis to pay for all billed amounts during the Initial Term and any Subsequent Term including any charges associated with additional Solutions or Deliverables ordered or (which shall co-term with originating IO).

1. Business Software Listings. If and to the extent specified in an IO, Media Company will deliver Business Software Listings as provided in Section I herein.
2. CPC Deliverables.
   1. If and to the extent specified in an IO, Media Company will deliver CPC Deliverables, as applicable, to Vendor as part of an Upgraded BSL Plan or as part of a standalone service offering. Vendor understands and agrees that CPC Deliverables are not guaranteed and the predictability, forecasting, and conversions for any such CPC Deliverables may vary and even delivery is not available. Media Company will serve, track, and bill CPC Deliverables through its ad server.
   2. CPC Deliverable IOs automatically renew on a Quarterly basis unless either party provides the other with written notice to not renew 10 days prior to the end of the Initial Term or any Subsequent Term unless otherwise specified on an IO.
   3. Vendor shall place on account in advance an amount equal to the CPC MMC to be used to pay charges (“CPC Account Balance”). Vendor authorizes Media Company to charge Vendor credit card to replenish CPC Account Balance to the CPC MMC amount at or after the end of each calendar month in the event Vendor’s CPC Account Balance goes below an amount equal to 10% of the CPC MMC. For example, if the CPC MMC and initial CPC Account Balance is equal to $200.00, and Vendor incurs $70.00 in CPC Deliverable charges in Month 1 leaving a CPC Account Balance equal to $130.00 at the end of Month 1, Media Company will not replenish Vendor’s CPC Account Balance at the end of Month 1. If in Month 2, Vendor incurs $120.00 in additional CPC Deliverable charges leaving a CPC Account Balance equal to $10.00 at the end of Month 2, Media Company will replenish Vendor’s CPC Account Balance in an amount equal to $190.00 thereby replenishing Vendor’s CPC Account Balance to an amount equal to the CPC MMC of $200.00.
   4. In the event charges for Vendor CPC Deliverables reach the CPC MMC prior to the end of any calendar month, Media Company reserves the right to preempt, disable, or remove the CPC Deliverables or Vendor’s Upgraded BSL Plan from the Site for the remainder of the calendar month without notice manually or through its automated programs. In the event Vendor terminates this Agreement according to the terms as provided herein and has a CPC Account Balance greater than $0.00 at the end of the Term, Media Company will, in its sole discretion, continue the CPC Deliverable Ad Campaign until the CPC Account Balance equals $0.00. If after six (6) months the CPC Balance still has a balance greater than $0.00, Media Company will refund the CPC Balance to Vendor after thirty (30) days.
   5. Vendor may request that Media Company increase the CPC MMC or to add additional, chargeable CPC Deliverable placements from time to time on any of the Sites and such requests can be made and accepted in the form of an IO amendment (“IO Amendment”) signed by both parties, or email valid only in the event Vendor confirms receipt and acceptance in the form of a follow up acknowledgment email.
3. Fixed Priced Deliverables. If and to the extent specified in an IO, Media Company may deliver Fixed Priced Deliverables to Vendor.

1. Vendor Reviews Program. Media Company may make available to Vendors the Media Company Vendor Reviews Program (the "Vendor Reviews Program") during any Term of this Agreement. All Vendors who use the Services and participate in the Vendor Reviews Program must agree to and comply with the Vendor Reviews Program Policies.
2. Retargeting Services. To the extent ordered by Vendor on an IO, Media Company shall provide Vendor with Retargeting Services. To the extent identifiable, the Retargeting Services will target Target Users. Retargeting Services shall be in the form of display advertising Ad banners, native ad placements, or other relevant forms of advertising and serve on the Sites or Network Properties as determined by Media Company in a quantity as provided on the IO. In the event the Retargeting Services include retargeting users that visit Vendor website, Vendor shall place the Retargeting Materials on its website and shall not, or permit any Third Party to (i) use the Retargeting Materials for any purpose other than to fulfill the Retargeting Services; (ii) license, sell, transfer, assign, distribute, host, rent, lease, or otherwise commercially exploit the Retargeting Services or any Retargeting Materials; (iii) modify, prepare derivative works of, disassemble, decompile or reverse engineer any part of the Retargeting Services or Retargeting Materials; (iv) remove any proprietary notices from the Retargeting Services or Retargeting Materials; (v) deliver or introduce any viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts or agents into the Retargeting Services or Retargeting Materials; (vi) attempt to identify or re-identify any website viewer or data Media Company provides to Vendor in an anonymous or aggregated fashion; or (vii) use the Retargeting Services or Retargeting Materials in any manner or for any purpose that infringes, misappropriates, or other otherwise violates any other party’s rights, this Agreement, or Applicable Law.
3. Advertising Materials. From time to time and subject to these Terms, Media Company may provide Vendor with Advertising Materials used to fulfill any of the Solutions hereunder.
   1. Media Company acknowledges that certain Vendors may not want their Ads placed adjacent to content that promotes pornography, violence, the use of firearms, or contains obscene language (“Editorial Adjacency Guidelines”). Media Company will use commercially reasonable efforts to comply with the Editorial Adjacency Guidelines with respect to Ads that appear on Media Company Properties; although Media Company will at all times retain editorial control over the Media Company Properties. Should Ads appear in violation of the Editorial Adjacency Guidelines, Vendor's sole and exclusive remedy is to request in writing that Media Company remove the Ads within three (3) business days of receipt of such notice. After Vendor notifies Media Company that specific Ads are in violation of the Editorial Adjacency Guidelines, Media Company will make commercially reasonable efforts to correct such violation within the time period. If such correction materially and adversely impacts Deliverables under such IO, Vendor and Media Company will negotiate in good faith mutually agreed changes to such IO to address such impacts. Notwithstanding the foregoing, Vendor acknowledges and agrees that Vendor will not be entitled to any remedy for any violation of the Editorial Adjacency Guidelines resulting from any reason except that if Media Company fails to correct such violation in the discretion of Vendor within three (3) business days of receipt of Vendor notice to Media Company, Vendor’s sole remedy shall be to terminate the associated services without penalty by providing Media Company with a three (3) business day notice of termination and to negotiate in good faith with Media Company to reallocate any prepaid and unused services to other Media Company Solutions.

1. Access and Use. You may access and use the Vendor Platform and related Services during the term of this Agreement and solely for Your internal business purposes. Media Company may cancel Your Password for convenience and in the exclusive discretion of Media Company without notice. Upon cancellation of the Password, You will immediately cease and desist any and all access to and attempts to access the Vendor Platform or use the Services.

1. You shall (i) provide true, current, and accurate information about Yourself and/or Vendor when prompted by any registration form or otherwise as associated with the Vendor Platform or related Services, and (ii) require any Third Party, Affiliate, or Representative used by Vendor in performance of this Agreement or on behalf of Vendor to be bound by confidentiality, limitations and non-use obligations at least as restrictive as those agreed by Vendor as provided herein.
2. Any Media Company badges or widgets and/or other profile content provided to You that You publish on Your website must contain a back Link to the page for Your Product on the Site and otherwise fully comply with Media Company’s updated Policies and Specifications and Guidelines. You may not alter any badge or widget in any way or alter any HTML or JavaScript code associated with such badge or widget.
3. You represent and warrant that You may not, and may not authorize or enable any Third-Party to (i) use Your Password, or, access, change, modify or otherwise alter the Vendor Platform; (ii) access or utilize our Services (a) if You are a direct competitor except with Media Company’s prior written consent, (b) for the benefit of any party other than You or for any purpose other than as expressly authorized herein or in an applicable IO, or (c) if You or any Third-Party is less than 18 years old; (iii) license, sublicense, sell, resell, transfer, assign, distribute, copy, display, create derivative works from or otherwise commercially exploit the Vendor Platform or Services to any Third Party; (iv) access or use the Vendor Platform for monitoring its availability, performance or functionality, or for any other market research, benchmarking or competitive purposes; (v) use, post or otherwise employ Prohibited Code on Sites or in the Vendor Portal, or create, post or publish malicious Internet Links on the Sites; (vi) “frame” or “mirror” the Vendor Platform on any other Third-Party server or other Internet-based device; (vii) scrape, use or interact with the Vendor Platform or Sites using any software, scripts, bots, tools, agents, engines, or other semi-automated or automated methods, device or mechanism (including browsers, robots, spiders, avatars or intelligent agents) to navigate or search any portion of the Vendor Platform or Site; (viii) copy or take screen shots of the Vendor Platform or Site for any purposes other than provided herein; (ix) use the Vendor Platform in a manner that places an excessive burden on the Site infrastructure or otherwise interferes with the Site’s ability to provide Services, (x) use the Services to violate any applicable securities exchange requirements, (xi) make any information available to Media Company whereas if doing so would violate any applicable Laws, industry or professional codes or standards, contractual or fiduciary obligations, confidentiality obligations, or employer policies or other requirements to which You are bound; (xii) use the Services to access, present, make publicly available, store, distribute or transmit any material that (a) is unlawful, harmful, threatening, defamatory, libelous, vulgar, obscene, infringing, harassing or racially or ethnically offensive, (b) facilitates illegal activity, (c) depicts sexually explicit or suggestive images, (d) promotes unlawful activity or violence, (e) is defamatory or discriminatory, including without limitation based on race, gender, color, religious belief, sexual orientation, or disability, or (f) may invade or violate another's right of privacy or infringe any intellectual property right, including patent, trademark, trade secret, service mark, copyright or other proprietary rights of any Third Party; (xiii) reverse engineer, disassemble or decompile or access the Vendor Platform or for any reason or no reason including but not limited to (a) building a competitive product or service, (b) building a product using similar ideas, features, functions or graphics of the Service, or (c) copying any ideas, features, functions or graphics of the Service; (xiv) avoid, bypass, interfere with, impair, or otherwise circumvent any technical process We employ in the Vendor Platform or to operate or deliver the Solutions; (xv) impersonate any person or entity or falsely state or otherwise misrepresent Your affiliation with a person, Vendor or entity, or (xvi) copy or otherwise collect the personal information of any Site Users or Vendors for the purposes of solicitation, communication, mass marketing or unlawful purpose.
4. Media Company reserves the right within its sole discretion to reject, optimize or remove from its Site without notice any Ads, Site User Content or Vendor Content (i) for which the Advertising Materials, software code associated with the Advertising Materials (e.g. pixels, tags, JavaScript, served content), or the website to which the Ad is linked do not comply with Our Policies, including but not limited to and in Media Company’s sole reasonable judgment, any Ad, Site User Content or Vendor Content that causes or is suspected of causing any level of unacceptable latency or a degradation to Site performance, page load time or any Ad that yields an unacceptable click through rate, or (ii) that contain Prohibited Code, or (iii) that in Media Company’s sole and reasonable judgment, do not comply with any applicable law, regulation, or other judicial or administrative order. In addition, Media Company reserves the right within its sole discretion to reject or remove from its Site without notice any Site User Content, Vendor Content, or Ads for which the Advertising Materials or the website to which the Ad is linked may tend to bring, disparagement, ridicule, or scorn upon Media Company any of its Affiliates, or contains, promotes or reflects any content, concept or activity that is (a) pornographic, illegal, fraudulent, false, deceptive, misleading, libelous, defamatory or threatening, (b) racist, hate speech or bullying, (c) adware, malware, spyware or any other, Prohibited Code, or non-acceptable download applications and/or (d) spam, mail fraud, pyramid schemes, investment opportunities, or advice or other content not permitted by law (“Non-Permitted Materials”).
5. Media Company shall not be responsible for any failure to remove, or delay in removing, harmful, inaccurate, unlawful, or otherwise objectionable content originating with or otherwise provided by Vendor, Site Users, Third-Parties except to the extent provided by law.
6. Media Company does not want to receive confidential or proprietary information from You and any Vendor Content, Advertising Materials, or other information or material submitted by You to Media Company via the Vendor Platform or in any other manner, will be deemed NOT to be confidential.
7. Conversion Tracking. You can opt into the use of Conversion Tracking by accessing the Conversion Tracking code snippet (“Snippet”) in your Vendor Platform. You are solely responsible for all Links to Your website and proper installation and maintenance of the Snippet. We are not responsible for anything relating to Your website. If You make changes to Your website, You must make sure that the Snippet remains installed correctly to ensure Conversion Tracking functions and reports properly and accurately. Conversion Tracking is reported in your Vendor Portal and reporting will begin after the Snippet has been installed on Your website. The cookie window for a reported conversion is 30 days from the date of the Ad Click. On rare occasions, the accuracy of Conversion Tracking may be affected by downtime of our servers. To stop Conversion Tracking, simply remove the Snippet from Your website at any time.
8. Media Company provides Site Users the opportunity to submit or otherwise post Site User Reviews. Vendor acknowledges and agrees that Media Company, as the Site operator, is merely providing a platform for Site User Reviews and that all Site User Reviews represent the opinions of the respective Site User and not Media Company.
9. Third-Party Services. Vendor may, in its sole discretion, procure and/or use Third-Party Services in connection with the Services. Vendor acknowledges and agrees that if Vendor, or Vendor’s users, view, access or otherwise interact with Third-Party Services, Vendor or its users do so at their own risk and Media Company makes no representations or warranties regarding, and disclaims any liability arising from, the accuracy, availability, or security of any Third-Party Services. Vendor (and its users) are responsible for complying with all terms, conditions, and policies imposed by a provider of a Third-Party Service, and Vendor assumes all risks associated with such use. Media Company does not guarantee the continued availability of integrations of Third-Party Services with the Services and may cease providing interoperation with a Third-Party Service without entitling Vendor to any refund, credit, or other compensation, if, for example, and without limitation, the provider of a Third-Party Service ceases to make the Third-Party Service available for interoperation with the Services in a manner acceptable to Media Company. Providers of Third-Party Services shall not be considered Subprocessors of Media Company.

1. Media Company IP.  Media Company and its Affiliates own and reserve all rights, title, and interest in and to the Services, including without limitation the Product Profiles, Product Listings, our Sites, the domain names, all software and other technology provided or employed by Media Company in connection with the Services (including any updates, customizations, and/or modifications thereto), and the contents, design, layout, functions, appearance and other intellectual property comprising the Services, including all copyrights, trademarks, service marks, trade secrets, patents, domain names, the Sites, Collected Data, and other intellectual property rights inherent therein (collectively, the “Media Company IP”). Media Company makes no claim to any rights associated with a Vendor’s IP (i.e., trademarks, service marks, copyrights, patents, or domains). Media Company’s use of Vendor-related information shall be consistent with fair use principles under 17 U.S.C. §106 of the United States Copyright Code and as necessary to create and maintain Product Profiles and Product Listings as part of the Services, using publicly available information both during and after the term of this Agreement.
2. Vendor License to Media Company IP. Media Company hereby grants Vendor a worldwide, non-exclusive, non-transferable, non-assignable, revocable license to access and use and view the Media Company IP for Vendor’s use in accordance with these Terms and applicable laws.  Except as otherwise expressly permitted under copyright law and provided herein, Vendor will not reproduce, use, modify, distribute, copy, display, create derivative works of or otherwise exploit Media Company IP without the express written consent of Media Company or as provided herein. Vendor shall not acquire ownership in any of this information by reason of the limited license provided herein and shall abide by all additional copyright notices or restrictions contained in any content accessed through the Services.
3. Vendor IP. Vendor retains all rights, title, and interest in and to its IP, including any Vendor Data, trademarks, copyrights, and other proprietary materials (collectively, “Vendor IP”). Vendor grants Media Company, its Affiliates, and applicable contractors a limited, non-exclusive, worldwide, non-transferable, non-assignable (except as otherwise provided in Section XIV.b herein) license to use, reproduce, display, modify, and distribute Vendor IP as necessary to provide the Services under this Agreement, including but not limited to creating and maintaining Product Profiles and Product Listings, conducting advertising campaigns, and maintaining the integrity of the Sites and directory using publicly available Vendor-related information during and after the Agreement term.
4. Fair Use and Compliance. Media Company’s use of Vendor IP shall not imply ownership of such IP, and Media Company agrees to use Vendor IP in compliance with applicable laws and consistent with the terms of this Agreement. Vendor acknowledges that publicly available information may be used by Media Company under fair use principles.
5. Use After Termination. Media Company may retain and use Vendor-related information that is publicly available, even after the termination of this Agreement, for its business purposes, including but not limited to maintaining accurate and unbiased directories and comparisons. Vendor-specific proprietary data provided directly by the Vendor may, at Vendor's written request or through the Vendor Portal (if applicable), be deleted or returned, provided such request is made within a commercially reasonable timeframe following termination.
6. Reserved Rights. All intellectual property rights not expressly granted hereunder are expressly reserved to Media Company and to the respective owners of such rights.

1. Term. The term is set forth on the applicable IO for those Services outlined in the respective IO (“Initial Term”). All IOs automatically renew for a term equal to the same length (“Subsequent Term”) unless (1) Vendor cancels the Services by providing notice to Media Company ten (10) days prior to the end of the Initial Term or any Subsequent Term (a) via the Vendor Portal as directed under the Payment Details >> Subscriptions tab, or (b) in writing via any of the following methods: (i) hand delivery, (ii) certified U.S. mail, return receipt requested, postage prepaid, (iii) overnight courier, or (iv) electronic mail to contracts@slashdotmedia.com; or (2) Media Company cancels the Services by providing notice to Vendor ten (10) days prior to the end of the Initial Term or any Subsequent Term (a) via the Vendor Portal, or (b) via electronic mail to the contact and email address as provided in the IO. Upon termination You shall (i) cease and desist any and all access to and attempts to access the Vendor Platform or use of the Solutions as provided in the applicable IO, and (ii) pay all unpaid fees for Solutions provided through the date or termination. The Initial Term and Subsequent Term may also be referred to collectively or individually as the “Term”.
2. Termination for Cause. Vendor may terminate this Agreement or an IO at any time if Media Company is in material breach of its obligations hereunder, which breach is not cured within ten (10) days after receipt of written notice thereof from Vendor. Media Company may terminate this Agreement or an IO at any time without notice if Vendor is in material breach of its obligations hereunder, including but not limited to, a failure to pay applicable fees when due.

1. Generally. Excluding payment obligations, neither Vendor nor Media Company will be liable for delay or default in the performance of its respective obligations under these Terms if such delay or default is caused by conditions beyond its reasonable control which by definition shall include and limited to governmental expropriation or condemnation, electrical power grid outages, external telecommunications network failures, strikes and labor disputes, war, acts of terrorism, and acts of God including fire, flood, earthquakes, hurricanes, or tornados. (“Force Majeure Event”).
2. Related to Payment. If Vendor’s ability to transfer funds to Third Parties has been materially negatively impacted by a Force Majeure Event, including, but not limited to, failure of banking clearing systems or a state of emergency, then Vendor will make every reasonable effort to make payments on a timely basis to Media Company. Subject to the foregoing, any delay will not in any way relieve Vendor from any of its obligations as to the amount of money that would have been due and paid without such condition, nor shall any such obligation be terminated or waived in the event that Media Company terminates an IO due to failure to make such transfer of funds.
3. Notice. Upon occurrence of a Force Majeure Event, the non-performing party shall promptly notify the other party that a Force Majeure Event has occurred and its anticipated effect on performance, including its expected duration. The non-performing party shall furnish the other party with periodic reports regarding the progress of the Force Majeure Event. The non-performing party shall use reasonable diligence to minimize damages and to resume performance.
4. Cancellation. If a Force Majeure event has continued for five (5) business days, Media Company has the right to cancel the remainder of the IO without penalty by providing Vendor with a ten (10) day written notice.

1. DISCLAIMERS. YOU AGREE THAT YOUR USE OF OUR SERVICES AND USE OF OUR SITE(S) ARE AT YOUR OWN RISK. EXCEPT AS SPECIFICALLY PROVIDED HEREIN OR PROHIBITED BY APPLICABLE LAW, MEDIA COMPANY SERVICES AND ANY MATERIALS, SITE INFORMATION, MEDIA COMPANY INFORMATION, OR OTHER SERVICES PROVIDED BY OR ON BEHALF OF MEDIA COMPANY BY ANY THIRD PARTY PURSUANT TO THIS AGREEMENT, OR OTHERWISE, ARE PROVIDED “AS IS” AND WITH ALL DEFECTS. EXCEPT AS SET FORTH IN SECTION XIV(a), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEDIA COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY MADE, OR THAT MAY HAVE BEEN MADE, IN CONNECTION WITH THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, UNINTERRUPTED SERVICE, AND ANY WARRANTY ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE. IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE FOR ANY FACTORS AFFECTING ITS PERFORMANCE UNDER THIS AGREEMENT WHICH ARE BEYOND ITS CONTROL, INCLUDING WITHOUT LIMITATION ANY FAILURE, DISRUPTION, DOWNTIME, INTERRUPTION, DELAY, INACCURACY OR OTHER NON-PERFORMANCE IN CONNECTION WITH THE MEDIA COMPANY SERVICES IN ANY FASHION.

2. LIMITATION OF LIABILITY. EXCEPT FOR INFRINGEMENT OR MISAPPROPRIATION OF MEDIA COMPANY’S INTELLECTUAL PROPERTY RIGHTS IN AND TO THE SERVICES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION FOR THE LOSS OF DATA, BUSINESS INTERRUPTION, OR LOST PROFITS, THAT IN ANY WAY ARISE OUT OF OR RELATE TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF RELIEF, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED TO THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF ANY CLAIM OR FINDING THAT A REMEDY SUFFERS A FAILURE OF ITS ESSENTIAL PURPOSE; AND IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE AMOUNT PAID OR PAYABLE TO MEDIA COMPANY BY VENDOR UNDER THIS AGREEMENT DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ANY CLAIM ARISES. THE FORGOING SHALL NOT (i) LIMIT ANY AMOUNTS DUE AND OWING PURSUANT TO SECTION IV, PAYMENT, OR (ii) APPLY TO SECTION XII(c)(ii). THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

   We expressly disclaim liability for any and all disputes arising between Vendors and Site Users or users of our Services. By accessing and using our Sites and Services, You release Media Company and each of its Affiliates and Representatives from any and all liability for any and all Claims arising from disputes between Vendors and Site Users or users of our Services.

3. Indemnification. You agree to indemnify, defend and hold Media Company and each of its Affiliates and Representatives free and harmless from any and all claims, suits, obligations, liabilities, losses, damages, costs and expenses (including attorneys’ fees and costs) (collectively, “Losses”) resulting from any claim, judgment, or proceeding (collectively, “Claims”) (i) brought by a Third Party arising out of or in connection with (1) any breach or alleged breach of this Agreement by You; or (2) Your products, services; or (3) Your providing such products or services to Your end users; and/or (ii) brought by Media Company in connection with the enforcement of this Agreement and/or collection of payment as provided in Section IV, Payment.

   Media Company will promptly notify You of all Claims for which it seeks indemnity (provided that a failure or delay in providing such notice will not relieve You of Your obligations). Media Company will: (i) provide reasonable cooperation to You at Your expense in connection with the defense or settlement of all Claims brought by a Third Party; and (ii) be entitled to participate at our own expense in the defense of all Claims brought by a Third Party. You will have control over the defense and settlement of all Claims; provided, however, You will not acquiesce to any judgment or enter into any settlement, either of which imposes any obligation or liability on Media Company without Media Company’s prior written consent.

1. Definitions and Obligations. “Confidential Information” will include (i) all information marked as “Confidential”, “Proprietary”, or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. Without limiting the foregoing, Discloser and Recipient agree that each Discloser’s contribution to IO Details (as defined below) shall be considered such Discloser’s Confidential Information. Recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. Recipient shall not disclose Confidential Information to anyone except an employee, agent, Affiliate, or Third Party who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section.
2. Exceptions. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” will not include information which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of Recipient; (iii) was rightfully in Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to Recipient by Discloser; (iv) was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information; or (v) was communicated by Discloser to an unaffiliated Third Party free of any obligation of confidentiality. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange, or as necessary to establish the rights of either party under these Terms; provided, however, that both Discloser and Recipient will stipulate to any orders necessary to protect such information from public disclosure.
3. Additional Definitions. As used herein the following terms shall have the following definitions:
   1. “IO Details” are details set forth on the IO but only when expressly associated with the applicable Discloser, including, but not limited to, Ad pricing information, Ad description, Ad placement information, and Ad targeting information.
   2. “Performance Data” is data gathered during delivery of an Ad (e.g., number of impressions, interactions, or header information), but excluding Site Data or IO Details.
   3. “Site Data” is any data that is (A) preexisting Media Company data used by Media Company pursuant to the Agreement; (B) gathered pursuant to and IO during delivery of an Ad that identifies or allows identification of Media Company, Site, brand, content, context, or users as such; or (C) entered by Site Users on any Site, or otherwise collected or compiled by Media Company.
   4. “Collected Data” consists of Agreement Details, Performance Data, and Site Data.
   5. “Repurposing” means retargeting a user or appending data to a non-public profile regarding a user for purposes other than performance of the Agreement.
   6. “EU Privacy & Direct Marketing Laws” means (i) Regulation (EU) 2016/679 of the European Parliament and of the Council (the “GDPR”); (ii) Directive 2002/58/EC (the “e-Privacy Directive”) and any successor legislation thereto (including, for clarity, as and when legally effective, the final form of the Regulation of the European Parliament and of the Council concerning the respect for private life and the protection of personal data in electronic communications (the “e-Privacy Regulation”); (iii) all national and local laws, rules and regulations implemented under the Data Protection Directive, GDPR, e-Privacy Directive, or e-Privacy Regulation; (iv) all other laws, rules and regulations of the European Union, any member state of the European Economic Area, and of the United Kingdom that related to any activity performed in connection with this Agreement, including without limitation, all applicable telemarketing and other direct marketing laws, rules and regulations; and (v) Media Company’s obligations under the EU-US and the Swiss-US Privacy Shield arrangements, as applicable to this Agreement.
   7. “US Privacy & Direct Marketing Laws” means (i) the US CAN-Spam Act of 2003, (ii) Telephone Consumer Protection Act of 1991, and (iii) the California Consumer Privacy Protection Act (CCPA) and the California Privacy Rights Act (CPRA) including all regulations promulgated by the California Attorney General’s office, (iv) and all other US federal and state laws, regulations and rules relating to privacy and direct marketing, including telemarketing, applicable to any Deliverables and Services provided under this Agreement.
   8. “Personal Data” means any information that relates to an identified or identifiable individual, including as further defined under any Privacy & Direct Marketing Laws.
   9. “Privacy & Direct Marketing Laws” mean any laws, regulations and rules relating to privacy, data protection and direct marketing (including telemarketing) applicable to use or other processing of Personal Data in connection with this Agreement, including without limitation any and all applicable US Privacy & Direct Marketing Laws, EU Privacy & Direct Marketing Laws, the Telephone Consumer Protection Act of 1991, and the Canadian Anti-Spam Legislation, as such statutes may be amended from time to time and the laws of any other applicable jurisdiction.
   10. “Direct Marketing Laws” mean any laws, regulations and rules relating to direct marketing (including telemarketing) applicable to use or other processing of Personal Data in connection with this Agreement, including without limitation US CAN-Spam Act of 2003, Telephone Consumer Protection Act of 1991, and the Canadian Anti-Spam Legislation, as such statutes may be amended from time to time and the laws of any other applicable jurisdiction.
   11. “DNC” means all relevant do-not-call registries of telephone numbers (including mobile telephone and landline numbers) of any country or subdivision thereof.
   12. "Applicable Law(s)" means any applicable federal, state, and foreign laws or regulations or any industry self-regulatory rules or guidelines that relate to a party’s rights and obligations under this Agreement (including, but not limited to, the Interactive Advertising Bureau (IAB) Guidelines, Standards & Best Practices, the Network Advertising Initiative (NAI) Code of Conduct, the Digital Advertising Alliance (DAA) Self-Regulatory Principles for Online Behavioral Advertising, the General Data Protection Regulation (EU) 2016/679 (GDPR), CCPA, and the Childrens’ Online Privacy Protection Act (COPPA)).
4. Use of Collected Data. Unless otherwise authorized by Media Company, Vendor will not: (A) use Collected Data for Repurposing; provided, however, that Performance Data may be used for Repurposing so long as it is not joined with any Agreement Details or Site Data; (B) disclose the terms of this Agreement, any IO Details, or Site Data to any Third Party except as otherwise required by law or regulation.
5. Direct Marketing Laws. Each party shall be solely responsible for identifying and complying with its respective obligations under Direct Marketing Laws applicable to its activities under this Agreement. Without limiting the foregoing, Vendor shall use, store and otherwise treat Personal Data that it obtains as a result of this Agreement (whether via a transfer of such Personal Data between the parties, or directly from an individual who responds to an Ad) strictly in accordance with applicable Direct Marketing Laws, including scrubbing such Personal Data against DNCs and any internal opt-out lists maintained by Vendor.
6. Data Protection Addendum. Media Company’s obligations to safeguard all Personal Data provided to Media Company are as set forth in the Media Company’s Data Protection Addendum made available at https://slashdotmedia.com/terms-dpa/, as updated by Media Company from time to time (“DPA”).

1. Intent Data – Permitted Use. Vendor may use Intent Data solely for its internal business-to-business (B2B) sales, marketing, and customer engagement purposes, including lead prioritization, account targeting, audience segmentation, outbound prospecting, and campaign execution. This includes the right to ingest, store, and enrich CRM, marketing automation, and related systems with Intent Data provided by Media Company. Vendor may disclose Intent Data solely to its employees, agents, contractors, or service providers—such as Third-Party platforms used for lead management, outreach, or audience targeting—who are acting on Vendor’s behalf and are bound by written obligations of confidentiality and use restrictions at least as protective as those in this Agreement. Such parties may access and process Intent Data through methods including ingestion, synchronization, or integration (e.g., via APIs, connectors), or other tools, but only for Vendor’s authorized use in accordance with this Agreement. Media Company may use Third-Party service providers in connection with its collection and provision of such Intent Data, including companies specializing in B2B company and/or identity resolution. Media Company reserves the right to suspend the provision of Intent Data in the event of suspected misuse. Media Company makes no representations or warranties regarding the accuracy, completeness, or fitness for a particular purpose of any Intent Data provided. Vendor is solely responsible for how it uses such data, including compliance with all applicable laws and internal policies. Media Company disclaims all responsibility and liability arising from or related to Vendor’s use, reliance on, or outcomes resulting from the Intent Data.
2. Company-Level Intent Data. As part of certain service levels, Media Company may provide access to Company-Level Intent Data which identifies businesses (not individuals) related to Site Visitors. To the extent available and/or identifiable, such data is collected, aggregated and anonymized to identify company-level firmographic data without compromising individual privacy. Vendor may use Company-Level Intent Data solely for lawful B2B marketing and sales outreach, in compliance with all applicable laws and regulations, including, as relevant, Privacy & Direct Marketing Laws and, where applicable, any sending-jurisdiction regulations (e.g., PECR or the ePrivacy Directive).
3. Company-Level Intent Data - Restrictions. Vendor shall not:
   1. Publicly display, publish, or make claims about specific Company-Level Intent Data or company-level behavioral activity that implies or attributes the source of such data to Media Company or its Brands.
   2. Attempt to reverse-engineer anonymous Company-Level Intent Data into individual identity information using unauthorized or unlawful techniques.
4. Retention and Survival. Vendor may retain and continue to use Intent Data received during the Term in accordance with this Agreement following expiration or termination, provided that all confidentiality, usage, and legal compliance obligations continue to apply. Vendor is not required to delete previously ingested data from its internal systems but will not receive additional updates or new Intent Data from Media Company after termination.

1. Necessary Rights. Media Company represents and warrants that Media Company has all necessary permits, licenses, and clearances to sell the Deliverables specified on the IO subject to these Terms. Vendor represents and warrants that Vendor has all necessary licenses and clearances to use the content contained in the Ads, Advertising Materials and Vendor Content or as otherwise specified on the IO, including any content provided by or approved by Vendor in the event Media Company creates any Ad Materials on behalf of Vendor, and subject to these Terms, including any applicable Policies. Vendor represents and warrants that the use of any content contained in the Vendor Content or Advertising Materials is accurate and will not (i) conflict with, infringe upon or misappropriate the rights of any other party’s intellectual property or other proprietary rights, (ii) breach any other party’s rights or privacy, or (iii) contain or promote Non-Permitted Materials. If any IO is executed by an Agency, the Agency represents they have the legal power and authority to act on behalf of and bind themselves and Vendor under and to the terms of this Agreement and the obligations herein.
2. Assignment. Vendor may not resell, assign, or transfer any of its rights or obligations hereunder, and any attempt to resell, assign, or transfer such rights or obligations without Media Company’s prior written approval will be null and void. All terms and conditions in these Terms and each IO will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors, and assigns.
3. Entire Agreement, Amendments, and Addendums. This Agreement and each IO constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all prior and contemporaneous communications, representations, policies, guidelines, disclaimers, statements, understandings, and agreements, whether oral or written. There may be multiple concurrent IOs between the parties, and each IO, together with this Agreement, shall be interpreted independently with its own respective terms and conditions, which shall apply exclusively to that IO and shall not amend or affect the terms of any other IO unless expressly stated. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by both parties. No terms or conditions contained in any invoice, quote, IO acknowledgment, purchase order, RFP, or other document issued by either party shall have any force or effect or be binding upon the other party unless expressly incorporated into this Agreement by written amendment signed by both parties.
4. Feedback. Vendor acknowledges and agrees that any suggestions, comments, or other feedback provided to Media Company related to the Services (“Feedback”) may be used by Media Company for any purpose, including but not limited to improving the Services and developing new features or offerings. Media Company shall have a perpetual, worldwide, irrevocable, sublicensable, and royalty-free right to use and incorporate such Feedback into its products and services without restriction or compensation to Vendor.
5. Compliance with Law. Vendor and Media Company will at all times comply with all federal, state, and local laws, ordinances, regulations, and codes which are applicable to their performance of their respective obligations under these Terms.
6. Non-Disparagement. You agree not to disparage or defame Media Company. its directors, officers and employees, or any Media Company products or services, publicly or privately, directly or indirectly through others, by use of any words, actions, gestures or medium, including but not limited to on social media or other Internet site.
7. Governing Law; Venue; Miscellaneous. If there is a conflict between the terms of any of this Agreement, the IO, or any Policies, the documents will govern in the following order: the IO, then these Terms including any document referenced and incorporated herein. The provisions of this Agreement shall be interpreted and enforced in accordance with the laws of the State of California, USA, excluding its conflicts-of-law rules. You agree that the courts of the State of California shall have jurisdiction to hear any dispute related hereto, and irrevocably consent to venue for any suit or proceeding pertaining hereto being in a court of competent jurisdiction, within the County of San Diego, California. In any action or suit to enforce any right or remedy under this Agreement, the prevailing party shall be entitled to recover its costs, including reasonable attorney’s fees. The invalidity or unenforceability of any provision hereof, shall not affect any other provision, and in such event, this Agreement shall be construed as if such invalid or unenforceable provision were omitted. The failure of either party to enforce any provision of these Terms shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of these Terms. The captions of the paragraphs of this Agreement are for ease of reference only and shall not be used to interpret or alter any provision hereof. A signature sent by facsimile or other electronic means shall be as valid as an original signature. No joint venture, partnership, employment, or agency relationship exists between You and Media Company as a result of these Terms and/or Your use of the Services.
8. Costs and Attorneys’ Fees. In the event that Media Company brings an action to enforce or effect its rights under this Agreement and prevails, Media Company shall be entitled to recover its costs and expenses, including the costs of mediation, arbitration, litigation, court fees, and reasonable attorneys’ fees incurred in connection with such an action.
9. Notices. All notices required or permitted to be given under this Agreement must be in writing and delivered to the other party by any of the following methods: (i) hand delivery, (ii) certified U.S. mail, return receipt requested, postage prepaid, (iii) overnight courier, or (iv) electronic mail. All notices to Media Company must use the address set forth herein, on the IO, or the email address: contracts@slashdotmedia.com. All notices to Vendor will be sent to the contact and address as provided on the IO. All notices will be deemed received as follows: (i) if by hand-delivery, on the date of delivery, (ii) if by certified U.S. mail, three business days after mailing or the date of receipt, whichever is earlier, (iii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iv) if by electronic mail, 24 hours after the message was sent, if no “system error” or other notice of non-delivery is generated.
10. Survival. Any provision that must survive in order to give proper effect to its intent (e.g., payment, indemnity, miscellaneous, general, any perpetual license, disclaimers, limitations on liability, representations, and warranties, etc.), including, but not limited to, Section IX, Intellectual Property Rights, shall survive the expiration or termination of these Terms. In addition, each party will promptly return or destroy the other party’s Confidential Information upon written request.
11. Headings. Section or paragraph headings used in these Terms are for reference purposes only and should not be used in the interpretation hereof.