VENDOR STANDARD TERMS AND CONDITIONS:

Last updated: January 13, 2022

These standard terms and conditions (the “Terms” or “Vendor Terms”), entered into and agreed to by Slashdot Media, LLC (“Media Company”, “Us”, or “We”) 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 Information, 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, Privacy Policy, 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:

DEFINITIONS

• “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 managing our business, Vendor Accounts cannot be cancelled.
• “Ad Campaign” or “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” or “Ad Creative” 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” or “Annually” mean 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 15 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 Product Listing” is an unpaid, more summarized version of the Basic Product Profile often featured in tables or lists on directory, product, or category listing pages on our Sites.
• “Basic Product Profiles” or “Basic Plan” are unpaid Product profiles detailing a limited, or “basic” set of Product Information and at Media Company’s sole discretion, Vendor information (including but not limited to Vendor name, logo, contact information, URL) that do not generate any clicks or leads as outlined on our Vendor Plans & Pricing page with further specifications as provided in the Specifications and Guidelines section. A Basic Product Profile typically includes a Basic Product Listing.
• “Basic Vendor” is an unpaid Vendor.
• “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. 
• “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.
• “CPL Deliverables” means Leads sold on a cost per lead (“CPL”) basis.
• “CPL Monthly Maximum Charge” or “CPL MMC” means the total Vendor charges for CPL Deliverables during any calendar month.  
• “CPL Rate” means the cost per Lead rate paid by Vendor for CPL 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”, “Deliverables” or “Delivery” means the inventory delivered by Media Company including the Upgraded Product Profiles, CPC Deliverables, CPL Deliverables, Fixed Priced Deliverables, or other 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. 
• “Insight Data” or “Audience Insights” means insights and data (as specified by Media Company and to the extent available) specified and collected by Media Company or licensed by Media Company and provided to Vendor about or directly or indirectly related to a Site User that has visited a Product Profile Page, Category page, or other related or relevant Site page(s).  Insight Data may not be resold, made public, integrated into other publicly displayed or used works, or otherwise provided by Vendor to a Third Party for any purpose.
• “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 without limitation, Insight Data, Site User Content, Site User Reviews, Solutions, Leads and Lead Data, and Third Party content.
• “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, technical specifications as outlined here under Specifications and Guidelines, the provisions of which are incorporated herein by this reference, (ii) user experience policies including content or page load speed as provided herein, (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”), Privacy Policy (“Privacy Policy”), and Opt-Out Choices (“Opt-Out Choices”), the provisions of which and for each are incorporated herein by this reference.
• “Precision Retargeting” means a Display Advertising Ad Campaign that retargets (i) Site Users that have previously visited a Site web page or viewed an Ad Creative, (ii) Internet users associated with the same Site User Domain as a Site User that that previously visited a Site web page or viewed an Ad Creative, or (iii) any Internet user associated with an anonymized cookie pool.  
• “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” is any Basic Product Listing or Upgraded Product Listing.
• “Product Profiles” are 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, or integrated into general Site content.
• “Product” or “Software” means the software or service offering associated with, and/or being marketed/sold by, a 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 Services 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 Ad Campaign that targets Internet users based on their previous Internet actions.
• “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.
• “Site User Content” means without limitation, any information, materials, Site User Reviews, comments, opinions, commentary, and any related content submitted to our Sites by a Site User.  
• “Site User Domain” means the domain associated with a Site User.
• “Site User Reviews” means any Site User submitted or posted content or other licensed content that conveys, expresses, or otherwise communicates an opinion about a Vendor or Product and that may or may not include a Rating. Site User Reviews is considered Site User Content.     
• “Site User” 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.
• “Solutions” or “Media Company Solutions” means any products, services, features, reports, Ad, Deliverable, Insight Data, or applications offered by Media Company in connection with the Sites, Vendor Platform, or an Insertion Order that references these Terms.
• “Target User” means any anonymized (i) Site User that has visited a Vendor Upgraded Product Profile Site page, or Site page where a Vendor Upgraded Product Listing is served, or other Site page featuring Vendor Content (as determined solely by Media Company), or (ii) Internet User associated with the same Site User Domain as a Site User that has visited a Vendor Upgraded Product Profile Site page, or Site page where a Vendor Upgraded Product Listing is served, or other Site page featuring Vendor Content (as determined solely by Media Company).
• “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.  
• “Upgraded Product Listing” is a more summarized version of the Upgraded Product Profile often featured in tables or lists on directory, product or Category Pages on our Sites, and included as a feature in an Upgraded Product Profile.  We offer two types of Upgraded Product Listings, the “Plus Product Listing” and “Premium Product Listing”.  
• “Upgraded Product Profiles” or “Upgraded Product Plans” are paid Product Profiles (i) detailing an expanded set of select Product Information and at Media Company’s sole discretion, Vendor information (including but not limited to Vendor name, logo, contact information, URL), and (ii) that include various site functions or features including but not limited to, badges, widgets, Buyer Insight Data, Site User Reviews, Upgraded Product Listing, and Deliverables.  We offer two types of Upgraded Product Profiles, the 1) “Business Software Listing PLUS” or “Plus Plan” and 2) “Business Software Listing PREMIUM” or “Premium Plan” under the umbrella Solutions name “Business Software Marketing Packages”, “Business Software Plans”, or “Business Software Listings”, as further provided herein, in the Specifications and Guidelines section, and outlined on our Vendor Plans & Pricing page and as applicable, on an IO.  The Rates charged by Media Company to Vendor for Upgraded Product Profiles are as provided in an applicable IO and otherwise subject to these Terms.  
• “Upgraded Vendor” is a Vendor that pays Media Company for any Media Company Solutions.
• “Value Add”, “Value Adds”, “VA”, or “VAs” means value added placements, services or Deliverables which are (i) specifically identified on an IO, (ii) provided by Media Company to Vendor at no cost to Vendor, (iii) have no monetary value for the purposes of this Agreement or any IO, and (iv) are contingent upon Vendor being in and 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.  The term “Vendor” may be used synonymously with the term Vendor as a defined term or when integrated into other defined terms.
• “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 Platform” is the online portal and platform We make available to Vendors including the software, applications, and technology associated with the platform, Vendor Program, and related services We provide.

1. PRODUCT PROFILES

1. Basic Product Profiles.  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 Product Profile as outlined in the Specifications and Guidelines section.  From time to time Media Company may modify, replace, or discontinue any of the Basic Product Profile features in its sole discretion.  Basic Product Profiles are not cancellable.  

2. Upgraded Product Profiles.  If and to the extent 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 Product Profile 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.  

2. INSERTION ORDERS

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 Product Profiles, shall automatically increase, without notice to Vendor, by 4% on each annual anniversary of the date of this Agreement.  

3. AD AND CONTENT SPECIFICATIONS  

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 Product Profile 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.    

4. PAYMENT

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 sent to Vendor’s billing address as set forth on the IO and will include information reasonably specified by Vendor such as the PO number.  In the event payment is made via credit card, Vendor authorizes Media Company to automatically charge Vendor’s credit card 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).  

5. DELIVERABLES

1. 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 Product Profile 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 Product Listing 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.  

2. Leads and CPL Deliverables.  

1. If and to the extent specified in an IO, Media Company will deliver (i) CPL Deliverables, as applicable, to Vendor as part of an Upgraded Product Profile or as part of a standalone service offering and hereby grants Vendor a worldwide, non-exclusive, non-transferable, non-assignable license to Leads.  Leads are sold on a non-exclusive basis, provided that Media Company will not sell the same Leads to more than (4) four other purchasers within 30-days of selling them to Vendor.  

2. Unless otherwise provided on the IO, Media Company is not obligated to provide Vendor any CPL Deliverables and will make commercially reasonable efforts to notify Vendor if the specified CPL Deliverable quantities cannot be delivered by the Lead Campaign end date or as specified on the IO for any reason.  Furthermore, the predictability, forecasting, and conversions for any such CPL Deliverables may vary and even delivery is not available.

3. CPL 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.

4. In advance of Term, Vendor shall place on account in advance an amount equal to the CPL MMC to be used to pay charges (“CPL Account Balance”).  Vendor authorizes Media Company to charge Vendor credit card to replenish CPL Account Balance to the CPL MMC amount at or after the end of each calendar month in the event Vendor’s CPL Account Balance goes below an amount equal to 20% of the CPL MMC.  For example, if the CPL MMC and initial CPL Account Balance is equal to $500.00, and Vendor incurs $270.00 in CPL Deliverable charges in Month 1 leaving a CPL Account Balance equal to $230.00 at the end of Month 1, Media Company will not replenish Vendor’s CPL Account Balance at the end of Month 1.  If in Month 2, Vendor incurs $220.00 in additional CPL Deliverable charges leaving a CPL Account Balance equal to $10.00 at the end of Month 2, Media Company will replenish Vendor’s CPL Account Balance in an amount equal to $490.00 thereby replenishing Vendor’s CPL Account Balance to an amount equal to the CPL MMC of $500.00.  

5. In the event charges for Vendor CPL Deliverables reach the CPL MMC prior to the end of any calendar month, Media Company reserves the right to preempt, disable, or remove the CPL Deliverables placements 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 CPL Account Balance greater than $0.00 at the end of the Term, Media Company will continue the CPL Deliverable Ad Campaign until the CPL Account Balance equals $0.00. If after six (6) months the CPL Balance still has a balance greater than $0.00, Media Company will refund the CPL Balance to Vendor after thirty (30) days.

6. Vendor may request that Media Company increase the CPL MMC or to add additional, chargeable CPL 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 signed by both parties, or email valid only in the event Media Company confirms receipt and acceptance in the form of a follow up acknowledgment email.  
   

7. Vendor understands and acknowledges that CPL Deliverables and Leads typically include Personal Data.  Vendor shall comply with all Privacy and Direct Marketing Laws that are applicable to the use or other processing of Personal Data included as part of the CPL Deliverables and Leads.  

8. We take reasonable precautions to provide accurate Leads and Leads that conform to the specifications as provided in the IO and any campaign delivery plan provided by Media Company to Vendor. Nevertheless, we cannot and do not guarantee the accuracy of Leads and therefore, all Leads are sold "AS-IS" and will be considered valid, unless the (i) telephone number for the Lead provided is not working or does not match the contact information (where such information is required to be obtained), (ii) the company name associated with the Lead does not exist (where such information is required to be obtained), (iii) the contact name associated with the Lead is invalid (where such information is required to be obtained), (iv) the Lead was created by a competitor, (v) in the case of a VoIP Lead, the VoIP Lead is from an NPA-NXX not included on Vendor service list (where such information has been provided by Vendor and is required to be obtained), or (vi) the Lead does not otherwise match the specifications as provided in the IO or any campaign delivery plan provided by Media Company to Vendor ("Invalid Lead").  Media Company reserves the right to audit each disputed lead to verify the validity of the dispute.  If Vendor receives an Invalid Lead and would like a replacement or refund, you must request a replacement or refund in writing within 7-days of purchasing the Invalid Lead.  Once Media Company confirms that Vendor purchased an Invalid Lead from Media Company, Vendor will receive a refund equal to the purchase price of the Invalid Lead which will be credited to the same credit card used for the purchase of the Invalid Lead or replaced by Media Company at Media Company’s sole discretion. Media Company may use internal systems, intelligence, profiling, analytics, algorithms, automation and/or human experience to profile contacts when delivering CPL Deliverables (“Profiling Systems”).  Media Company reserves the right to use Profiling Systems to qualify contacts and Leads in lieu of explicitly asking certain profiling and qualifying questions on email forms and/or in phone scripts or otherwise, that may be included in the IO, in the delivery of CPL Deliverables.

9. Vendor agrees not to at any time (except in connection with the sale of substantially all the assets of Vendor), sell, assign, or transfer the Leads to any other person, firm, entity, or organization other than an Affiliate.  Subject to the foregoing, any sale, assignment or transfer of any Leads shall be made subject to contractually binding restrictions to ensure that the use of such Leads is consistent with applicable Privacy and Direct Marketing Laws.

10. Without limiting the foregoing, Vendor agrees not to (i) knowingly make any false statements or misrepresentations or (ii) use overly aggressive or offensive tactics with contacts when following up on the Leads and CPL Deliverables provided to Vendor by Media Company.

11. 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 Leads, CPC Deliverables, or any other mechanism allowed by this Section V. Deliverables.  For the avoidance of doubt, any such Personal Data provided to Vendor from Media Company shall be treated in accordance with Section XIII. CONFIDENTIAL INFORMATION, NON-DISCLOSURE, DATA USAGE, PRIVACY AND LAWS, subsection (e).  

3. Fixed Priced Deliverables.  If and to the extent specified in an IO, Media Company may deliver Fixed Priced Deliverables to Vendor.  

6. OTHER SOLUTIONS

1. Vendor Review Program. Media Company may make available to Upgraded Vendors the Media Company's Vendor Review Program (and for the purposes of this section, the Site User Reviews referred to as a "Vendor Review" or "Vendor Reviews", and the program referred to as the "Vendor Review Program" or "VRP") during any Term of this Agreement. Under the Vendor Review Program, Media Company shall (i) provide Vendor with a unique URL link along with suggested messaging that Vendor may share with Vendor Software customers/users encouraging them to review Vendor Software on the Sites and (ii) facilitate a process whereby eligible and approved reviewers ("Approved Reviewers") are incentivized and rewarded for eligible and approved reviews ("Approved Reviews") in the form of gift cards including, but not limited to, Amazon gift cards ("Cards").  Approved Vendor Review Program parameters ("VRP Parameters") are subject to change at any time without notice at Media Company's sole discretion.  Cards will be issued to the initial Approved Reviewers that leave Approved Reviews related to Vendor Software associated with the Vendor Review Program. Other VRP Parameters include (i) Approved Reviewers and Approved Reviews are approved solely by Media Company, (ii) Approved Reviewers may only be in Argentina, Australia, Austria, Belgium, Brazil, Bulgaria, Canada, the Czech Republic, Finland, France, Germany, India, Ireland, Italy, Mexico, the Netherlands, the Philippines, Poland, Portugal, Romania, Saudi Arabia, Singapore, Spain, Sweden, Switzerland, Turkey, the United Arab Emirates, the United Kingdom, and the United States, as amended by Media Company from time to time, (iii) no Cards will be issued to Approved Reviewers or related to Approved Reviews in excess of the amount specified on any IO or as approved by Media Company, (iv) the Vendor Review Program shall apply during the term Vendor is an Upgraded Vendor and shall not automatically renew under any circumstance unless otherwise provided in a new mutually executed IO, an mutually executed addendum or amendment to this IO, or, as otherwise authorized in writing by the Media Company CEO or President, (v) should there be any questions of interpretation regarding the Vendor Review Program or any VRP Parameters, the final authority for interpretation will reside solely with Media Company, and (vi) Media Company reserves the right to modify or withdraw the Vendor Review Program or any VRP Parameters at any time for any or no reason without notice.

7. VENDOR PLATFORM

1. Access and Use. You may access and use the Vendor Platform and related Services during the period You are authorized to do so, only for so long as the Password assigned to You remains valid, 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.

8. USE, LIMITATIONS, REPRESENTATIONS AND WARRANTIES  

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 Portal 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 be 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.

9. PROPRIETARY RIGHTS

1. Media Company IP.  Media Company and its Affiliates own and reserve all rights, title, and interest in and to the Services, including 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 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 to the extent otherwise expressly permitted under copyright law, 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.  

Without limitation of the foregoing, as between Media Company and You and subject to the limited rights expressly granted hereunder, Media Company shall retain all right, title and interest in and to the Vendor Profiles and Product Profiles We create from publicly available information or as otherwise provided herein, Site Data, compiled Vendor data and all other materials accessible by means of the Services, and You shall not acquire ownership in any of this information by reason of the limited license provided herein. You shall abide by all additional copyright notices or restrictions contained in any content accessed through the Services.

2. Vendor Data.  Vendor shall retain all right, title and interest in and to the Vendor Data.  Vendor grants to Media Company, its Affiliates, Partners, and applicable contractors a limited, personal, non-transferrable, non-assignable (except as otherwise provided herein), worldwide, non-exclusive, license to use, host, copy, compile, analyze, report, anonymize, aggregate, transmit, and display Vendor Data in the normal course of its business and as appropriate for Media Company to provide the Services in accordance with this Agreement.    

3. Vendor Content and Vendor IP.  Except for the Product Information collected or created by Us, Vendor shall retain all right, title and interest in and to the Vendor Content it submits to Media Company including Vendor logo, copyrights, trademarks, and service marks (collectively, the “Vendor IP”).  Vendor grants to Media Company, its Affiliates, and Partners a nonexclusive, perpetual, worldwide, royalty-free, irrevocable, transferable, and fully sub-licensable license and right (i) to use, Vendor IP in the ordinary course of its business, (ii) to use, reproduce, adapt, translate, list, advertise, market, distribute, promote, publicize, publish, and publicly display Vendor, Vendor Product(s), and Vendor Content and other materials throughout the world in any media, now known or hereafter devised, on Media Company Sites and our Partner Sites; and (iii) to modify and/or remove Vendor Content as we may determine in Our sole discretion.  

10. TERM AND TERMINATION  

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 either party provides written notice to not renew 10 days prior to the end of the Initial Term or any Subsequent Term.  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 Offerings 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.

11. FORCE MAJEURE  

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.    

12. DISCLAIMERS, LIMITATION OF LIABILITY, AND INDEMNIFICATION

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 LIMIT ANY AMOUNTS DUE AND OWING PURSUANT TO SECTION IV, PAYMENT.  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”) brought by a Third Party arising out of or in connection with any breach or alleged breach of this Agreement by You, and/or,  Your products, services or your providing such products or services to Your end users.  

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) and will: (i) provide reasonable cooperation to the You at Your expense in connection with the defense or settlement of all Claims; and (ii) be entitled to participate at our own expense in the defense of all Claims.  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.

13. CONFIDENTIAL INFORMATION, NON-DISCLOSURE, DATA USAGE, PRIVACY AND LAWS

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) prior to May 25, 2018, Directive 95/46/EC of the European Parliament and of the Council (the “Data Protection Directive”), and as of May 25, 2018, 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) 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 regulated 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, 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. “DNC” means all relevant do-not-call registries of telephone numbers (including mobile telephone and landline numbers) of any country or subdivision thereof.

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. Privacy and Direct Marketing Laws. Each party shall be solely responsible for identifying and complying with its respective obligations under Privacy and 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 Privacy and Direct Marketing Laws, including scrubbing such Personal Data against DNCs and any internal opt-out lists maintained by Vendor. The Parties agree to abide by and observe any legitimate requests received from any other individual or entity seeking to exercise or assist any individual or entity in exercising any valid rights that said individual or entity may have under Privacy and Direct Marketing Laws, including any request that the Party delete, or cease transfer or use of any Personal Data.  As to any Personal Data, Lead Data, data contained within Leads, or any other data provided to Vendor by Media Company, or to Media Company by Vendor, that implicate EU Privacy and Direct Marketing Laws, under any offering, product, or service subject to these Terms, Vendor and Media Company agree to accept and abide by the data protection agreement ("DPA") provided by Media Company at https://slashdotmedia.com/terms-dpa/, including, where appropriate, both Parties acting as joint controllers as provided by the same.  As to any Personal Data, Lead Data, data contained within Leads, or any other data provided to Vendor by Media Company, that implicate US Privacy and Direct Marketing Laws, Vendor agrees to accept and abide by the CCPA addendum provided at https://slashdotmedia.com/terms-dpa/, including as to any Personal Data which is considered personal information as that term is defined by the CCPA.

6. Further Use.  Your use of the Services is further subject to our Terms of Use, Opt-Out Policy, and Privacy Policy.  By using the Services, You acknowledge and consent to our Terms of Use, Opt-Out Policy, and Privacy Policy, including Media Company’s collection, use and disclosure of information.

14. MISCELLANEOUS

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 as specified on the IO 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.  The IO and this Agreement, constitute the entire agreement of the parties with respect to the subject matter of this Agreement and supersede all previous communications, representations, Policies, guidelines, disclaimers, statements, understandings and agreements, either oral or written, between the parties with respect to said subject matter except that the parties agree there may be multiple active or current IOs between the parties each with its respective corresponding terms and conditions and that the terms and conditions for each IO shall stand on its own and be exclusive to other IOs.  The IO and this Agreement may be executed in counterparts, each of which will be an original, and all of which together will constitute one and the same document.

4. 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.  

5. 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.

6. 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 specified 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.

7. 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.

8. Headings. Section or paragraph headings used in these Terms are for reference purposes only and should not be used in the interpretation hereof.