Publisher Terms & Conditions

PLEASE READ THE FOLLOWING VERY CAREFULLY. BY ACCESSING AND USING AN ACCOUNT AND ELECTING TO PARTICIPATE IN THE UNRULY PUBLISHER NETWORK (OR CONTINUING TO PARTICIPATE FOLLOWING ANY POSTED OR NOTIFIED REVISION OF ANY PART OF THE AGREEMENT), YOU, AS “PUBLISHER,” REPRESENT, WARRANT AND COVENANT THAT YOU ARE ABLE TO AGREE AND ENTER INTO AND PERFORM THE OBLIGATIONS SET FORTH IN THIS AGREEMENT AS AND PERTAINING TO “PUBLISHER” AND YOU ARE AND WILL BE BOUND BY THIS AGREEMENT. IF YOU WORK FOR OR REPRESENT A PUBLISHER OR OTHER ENTITY THAT IS THE “PUBLISHER” FOR THE PURPOSES OF THIS AGREEMENT, YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO AGREE TO AND PERFORM THIS AGREEMENT ON BEHALF OF SUCH PUBLISHER OR ENTITY.

1. Definitions

a) “Confidential Information” means all written or oral information disclosed by either Party to the other that has been identified as confidential or that by its nature ought reasonably to be considered confidential.  Information relating to the Advertising Services is the Confidential Information of Unruly.  

b) “Data Protection Law” means any and all applicable privacy and data protection laws (including, where applicable, EU Data Protection Law and the California Consumer Privacy Act of 2018) as may be amended or superseded from time to time.

c) “EU Data Protection Law” means (i) the EU General Data Protection Regulation (Regulation 2016/679); (ii) the EU e-Privacy Directive (Directive 2002/58/EC); (iii) EU Network and Information Systems Directive (Directive (EU) 2016/1148); and (iv) any national data protection laws made under or pursuant to (i), (ii) or (iii).

d) “Intellectual Property Rights” means patents, petty patents, utility models, trademarks, design rights, applications for any of the foregoing, copyright, moral rights, database rights, semi-conductor topography rights, trade or business names, whether registrable or otherwise, (including applications for and the right to apply for registration of any such rights), and any similar rights in any country whether currently existing or created in the future, in each case for their full term, together with any renewals or extensions.

2. IAB Standard Terms and Conditions

The AAAA/IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less v3.0 (“IAB 3.0”) posted at: https://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf, is hereby incorporated into this Agreement. In the event of any conflict between the terms of this Agreement and the terms of IAB 3.0, the terms of this Agreement shall govern. For purposes of clarity, in IAB 3.0, “Agency” shall refer to Unruly and “Media Company” shall refer to Publisher.

3. Advertising Services

Unruly shall provide advertising sales and associated services to Publisher (“Advertising Services”).

4. Publisher’s Responsibilities

a) Publisher shall, at its own cost and expense, integrate the Unruly advertising technology platform and out-stream media player (collectively, the “Unruly Platform”) according to Unruly-provided specifications and generally accepted industry standards.  Unruly hereby grants Publisher a limited, non-exclusive, non-transferable, and revocable license to use the Unruly Platform during the Term.  Publisher may not use any other media player or technology other than the Unruly Platform to display out-stream Advertising provided by Unruly unless approved by Unruly in advance in writing. 

b) Publisher is solely responsible for providing, at its own expense, content, development, marketing and technical support for the Publisher Properties or Publisher content, except with respect to Advertising. Publisher is solely responsible for all editorial aspects of the Publisher Properties, and Unruly has no right to control any aspects of the Publisher Properties.

c) With respect to Advertising served via header bidding, Publisher shall (i) integrate the Unruly header bidding tag into the Publisher Properties so that Unruly may participate in Publisher-run auctions, and (ii) be responsible for conducting an auction in respect of Publisher’s inventory.

d) Publisher agrees not to place creatives on blank or invisible web pages or on web pages with no content or in any way deceptive to the visitor.

e) Publisher will provide Unruly with prior written notice regarding any new website domain sources for which they will be providing traffic.  Publisher’s internal quality control team shall screen such new website domain sources to determine whether the same are clean and shall provide their written determination to Unruly if any content on the Publisher Properties is found not to be clean.

f) Publisher shall not attempt to reverse engineer, decompile or disassemble the Unruly Platform. When Publisher receives code from Unruly, Publisher agrees to not alter, translate or create derivative works of the code in any way without the prior written permission of Unruly. 

g) Publisher shall ensure that Publisher Properties will contain specialty content that is (i) current; (ii) regularly updated; and (iii) resides on a top-level domain, and does not include portals, search engines, and sites of links to any third party’s content.

h) Publisher shall ensure that Publisher Properties shall not: (i) violates any applicable law, rule, or regulation; (ii) promotes violence, the use of firearms, gambling, online casinos, tobacco, alcohol, or unlawful subject matter or activities (e.g. discrimination of protected classes, hate crimes, P2P sites, or copyright protection circumvention sites, etc.); (iii) violates any intellectual property right or other proprietary or privacy right of any third party; (iv) is defamatory, libelous, abusive, harassing, offensive, deceptive, obscene, pornographic or sexually explicit; (v) contains, links to, uses or otherwise causes the downloading of any malicious code; (vi) artificially increases impression, click or engagement behavior for the purpose of increasing advertising revenue; (vii) allow Advertising on any sites or pages for which Publisher is not directly responsible or any sites that have not been reviewed and approved by Unruly; (viii) allow timed rotation or auto refresh of Advertising; (ix) contain unmoderated user-submitted content; or (x) violate Unruly Network Policies (available at https://unruly.co/legal/network-policies/).

i) Where Publisher has adopted ads.txt, Publisher will add the ads.txt file provided by Unruly to Publisher on Publisher Properties.

5. License Grant and Access; Ownership

a) Publisher hereby grants Unruly the right to sell and have sold Advertising on the Publisher Properties, to insert such Advertising during the Term, including the right access or call to the Publisher Properties or the servers that make them available and to cause the routing, transmission, reproduction, and display of Advertising as contemplated herein, and to collect data and information with regard to visitors and Publisher Properties.  Furthermore, Publisher hereby grants Unruly the right to list the Publisher Properties in pitch materials to prospective advertisers, to report such Publisher Properties as being part of Unruly’s advertising inventory network, and to use Publisher’s trademarks and logos and images of the Publisher Properties in connection with exercising the foregoing right.  

b) Unruly owns all right, title, and interest in and to its technology, software and products, including all associated intellectual property rights. All data collected by Unruly or advertisers through the Unruly technology or otherwise from Publisher Properties, including, but not limited to, cookies and beacon data, metadata, usage data, geo-location data, analytics, visitor data, and streaming data will be the property of Unruly or the advertiser, as the case may be. Publisher hereby acknowledges that all information, graphics, and infrastructure provided by Unruly are the sole property of Unruly and may not be used without its prior written consent.  Furthermore, Unruly retains all right, title, and interest in and to any materials created, developed, or provided by Unruly in connection with this Agreement, including all intellectual property rights related to each of the foregoing.

6. Data Protection

a) In this Section 6, the expressions “controller“, “processor“, “personal data“, “processing” (and “process“) shall have the meanings given in Data Protection Law.

b) The parties acknowledge that Publisher may disclose or make available certain data about visitors to the Publisher Properties (which may include personal data) (“Data“) to Unruly. 

c) Publisher is a controller of the Data it discloses or makes available to Unruly, and Unruly will process the Data as a separate and independent controller for the Permitted Purpose.  In no event will the parties process the Data jointly as joint controllers. For the avoidance of doubt, neither party is a processor of the other.

d) Each Party shall be individually and separately responsible for complying with the obligations that apply to it as a controller under Data Protection Law.  Without limitation to the foregoing, each Party shall maintain a publicly-accessible privacy policy on its website that satisfies the transparency disclosure requirements of Data Protection Law.  

e) Unruly uses cookies and similar tracking technologies (such as mobile device identifiers and digital fingerprinting) to provide its services (“Cookies“).  Publisher shall ensure that appropriate notice and consent mechanisms as may be required by Data Protection Law are displayed upon Publisher Properties from which the Data are collected or made available so that Unruly can serve Cookies lawfully through such Publisher Properties in order to provide its services under this Agreement.  Upon request, Unruly shall provide Publisher with such information as Publisher may reasonably require about Unruly’s Cookies so that Publisher can ensure that such notice is provided. Unruly shall not use Cookies to collect data from any individual who has opted-out of Unruly Cookies. In particular, Publisher Properties will have an active, publicly stated privacy policy that contains the following language (or similar): 

We use third-party advertising companies to serve ads when you visit our Web site. These companies may use information (not including your name, address, email address or telephone number) about your visits to this and other Web sites in order to provide advertisements about goods and services of interest to you. If you would like more information about this practice and to know your choices about not having this information used by these companies, click here (http://www.networkadvertising.org/managing/opt_out.asp).

f) Neither Publisher nor its agents (including without limitation Publisher’s CMP) shall decide, control, amend or restrict the legal bases, purposes or features (including special features) that Unruly relies on to process Data including, but not limited to, under the IAB’s Transparency and Consent Framework.  In the event that any such decision, control, amendment or restriction is applied by Publisher, Unruly may, in its sole discretion, terminate this Agreement.

g) Subject to Publisher’s prior review and approval of the Unruly Platform requirements, Publisher will use best efforts to ensure the Publisher Properties support the targeting criteria set forth in the Unruly Platform in the advertising calls from the Publisher Properties to the Unruly Platform and to pass any additional criteria from its Publisher Properties to the Unruly Platform including, but not limited to, registration information, location information and content section information.

h) Publisher hereby acknowledges that information, graphics, and infrastructure provided by Unruly are the sole property of Unruly and may not be used without its prior written consent.

i) Publisher must inform Unruly (and keep Unruly informed) if any Publisher Properties are directed towards children under the age of 16. In such event, Publisher acknowledges that Unruly may elect not to sell Advertising on such child-directed Publisher Properties.

j) This Section 6 shall survive termination or expiry of this Agreement.  Upon termination or expiry of this Agreement each Party may continue to process the Data under its control provided that such processing complies with the requirements of this Section 6 and Data Protection Law.

7. Billing & Payment

a) After the end of each calendar month during the Term, Unruly will remit payment for the applicable undisputed reporting period in accordance with the Agreement.  If the monthly payment does not exceed the minimum payment threshold of $200.00, Unruly shall withhold payment until such time when total payment owed to Publisher exceeds such minimum payment threshold.  Payment shall be made in U.S. Dollars by electronic transfer to a bank account designated by Publisher, subject to the following additional conditions for international payments: (i) for international wires, a minimum account balance of $1,000.00 U.S. Dollars is required; and (ii) for international payments under $1,000.00 U.S. Dollars, PayPal may be used so long as Publisher has a minimum account balance of $200.00.  In addition, all PayPal payments are subject to a $5.00 surcharge.

b) Each Party will report any discrepancy in or question about the payment.  The Parties will reconcile any discrepancy or questions in good faith. Publisher shall notify Unruly in writing of any disputes regarding payment within 30 days of issuance of any such payment.  Failure to so notify Unruly will result in Publisher’s waiver of any claims related to such disputed payment.

c) Unruly pays solely based off Paid Ad Impressions reported by the Unruly Platform, the applicable ad network, and/or advertiser, as applicable.

d) Unruly in no way promises 100% ‘Inventory Sell Rate’ for an Ad Opportunity sent to Unruly by Publisher. Publisher acknowledges and agrees that not all Ad Opportunities provided by Publisher will be filled with a Paid Ad Impression from Unruly and therefore there is no guarantee that there will be revenue generated for every Ad Opportunity provided by Publisher.

e) Each party making a payment under this Agreement may deduct from such payment any withholding, sales, value added, and other applicable taxes (other than its net income taxes) which such party is required by law to deduct.  Each party is responsible for paying any other taxes, duties, or fees for which such party is legally responsible.

f) In the event Unruly is due any sums under the terms of this Agreement or for any other services provided by Unruly, Unruly may deduct or offset such amounts from any amounts owed to Publisher.

8. Term & Termination

a) Unless otherwise specified in the Agreement, this Agreement shall remain in place for an initial term of 2 years (the “Initial Term”). At the end of Initial Term, this Agreement shall automatically renew for consecutive 12 month periods unless terminated by either Party with at least 60 days’ written notice prior to renewal (each, a “Renewal Term”). The Initial Term and any Renewal Term(s) are collectively referred to as the “Term”.

b) Either party may terminate this Agreement effective immediately if the other party is in material breach of any obligation, representation or warranty hereunder and fails to cure such material breach (if capable of cure) within 30 days after receiving notice of the breach from the non-breaching party. 

c) Either Party may terminate this Agreement immediately upon written notice at any time if: (i) the other Party files a petition for bankruptcy or is adjudicated as bankrupt; (ii) a petition in bankruptcy is filed against the other Party and such petition is not removed or resolved within sixty (60) calendar days; (iii) the other Party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to bankruptcy law; (iv) the other Party discontinues its business; (v) a receiver is appointed over all or substantially all of the other Party’s assets or business; or (vi) the other Party is dissolved or liquidated.

d) This Agreement may be terminated by Unruly immediately upon Unruly’s sole determination that Publisher is using the Unruly Platform in such a manner that could damage or cause injury to the Advertising Services or the Unruly Platform. 

e) This Agreement may be terminated by either Party without cause by serving written notice on the other Party in accordance with the Termination for Convenience Notice Period. 

f) Upon termination of this Agreement, all undisputed amounts due to any Party (prior to termination) shall be paid in accordance with this Agreement.  

9. Confidentiality

a) Each Party acknowledges that it or its employees may be exposed to proprietary or Confidential Information of the other Party, including without limitation information concerning: products and services and the pricing for same and any royalty or fee arrangements; customers, prospective customers, suppliers or employees; business methods, procedures and techniques, technology; marketing information or plans; trade secrets; or commercially sensitive information. 

b) Each Party agrees: (i) not to disclose the Confidential Information of the other Party to anyone except its employees, contractors and advisors on a strict need to know basis and subject to confidentiality obligations at least as strict as herein; (ii) to use the Confidential Information strictly for the performance or receipt of this Agreement; and (iii) to use all commercially reasonable endeavors to protect the confidentiality of the other Party’s Confidential Information, which as a minimum will include applying the same care that it applies to protect its own similar information, but in no event less than reasonable care during the Term of this Agreement and for 1 year after the end of the Term. 

c) Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the recipient; (ii) is independently developed by the recipient without use of the disclosing Party’s Confidential Information; or (iii) becomes available to the recipient on a non-confidential basis from a source other than the disclosing Party, provided that such source is not bound by a confidentiality agreement, confidentiality obligation or fiduciary duty which prohibits disclosure and the recipient has no reason to believe that such source may be restricted from making such disclosure.

d) Each Party may disclose Confidential Information to the extent required: (i) by securities laws; (ii) to comply with a court or governmental order, or with applicable law; provided that, to the extent permitted by applicable law, the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; or (iii) to establish or preserve its rights under this Agreement.

e) Unruly may disclose Publisher’s Confidential Information to its partners and/or advertisers to assist with purchasing advertising inventory, utilizing the system, or for any other reason to perform its obligations under this Agreement. 

f) The Parties agree that any actual or threatened breach of this Section 9 will constitute immediate, irreparable harm to the innocent Party for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.  

10. Representations & Warranties

a) Each Party represents and warrants that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it under this Agreement; (ii) its execution of this Agreement and performance of its obligations under this Agreement do not and will not violate any other agreement to which it is a Party; (iii) this Agreement will constitute the legal, valid and binding obligation of such Party when executed and delivered; (iv) any and all activities it undertakes in connection with this Agreement will be performed in compliance with all applicable laws, rules and regulations, as well as industry self-regulatory principles, including the Digital Advertising Alliance’s (“DAA”) Self-Regulatory Principles for Online Behavioral Advertising; and (v) if any of the Publisher Properties are accessible in the EEA, Publisher will ensure that it, and all of its publisher partners, is registered with the IAB Europe Transparency & Consent Framework and comply with the IAB Europe EU Framework for Online Behavioural Advertising and European Interactive Digital Advertising Alliance’s (“eDAA”) Self-Regulatory Principles.

b) Publisher further represents and warrants that: (i) it will comply with the Self-Regulatory Code of Conduct and Principles of the Network Advertising Initiative (“NAI”); (ii) the Publisher Properties and their contents and any other Intellectual Property Rights used by the Publisher do not require the consent of any other entity for the Publisher to use them in connection with its obligations under this Agreement; (iii) the Publisher Properties and their contents are owned exclusively by the Publisher, free and clear of any attachments, liens, encumbrances, or adverse claims; (iv) neither the Publisher’s present or contemplated activities, products, or services infringe, misappropriate, dilute, impair, or constitute unfair competition with respect to any third party’s Intellectual Property Rights; (v) all content, products, and services on its web site are legal to distribute and that it owns or has the legal right to use them; (vi) use of the Publisher Properties by Unruly or any of Unruly’s advertisers will not infringe any third party’s rights, including any Intellectual Property Rights; and (vii) the Publisher Properties do not and will not contain any content which violates any applicable law or regulations.  

11. Quality Assurance

Publisher shall maintain the Publisher Properties to meet, at a minimum, commercially prevalent industry standards.  Publisher acknowledges that Unruly has no responsibility to review the content of the Publisher Properties. Publisher shall ensure that the Publisher Properties shall be of a quality and design that allows Unruly the opportunity to maximize its representation of the Publisher Properties. 

12. Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, AND EACH PARTY EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. THE SERVICES PROVIDED BY UNRULY ARE PROVIDED ON AN “AS-IS, AS AVAILABLE” BASIS.  UNRULY AND ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE UNRULY PLATFORM WILL BE CORRECT, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE UNRULY PLATFORM OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, UNRULY MAKES NO GUARANTEE REGARDING THE NUMBER, QUALITY, OR CONTENT OF ANY ADVERTISEMENTS OR THE TIMING OF DELIVERY OF SUCH ADVERTISEMENTS. UNRULY RESERVES THE RIGHT AT ALL TIMES, AT ITS DISCRETION, AND WITHOUT NOTICE, TO REMOVE OR REFUSE TO DISTRIBUTE ANY UNRULY ADVERTISEMENTS. UNRULY DOES NOT WARRANT THE RESULTS OF USE OF THE UNRULY PLATFORM.  PUBLISHER ACKNOWLEDGES THAT UNRULY MAY MODIFY OR SUSPEND ITS SERVICES AND THE UNRULY PLATFORM AT ANY TIME IN ITS SOLE DISCRETION AND WITHOUT NOTICE.

13. Indemnification

a) Publisher hereby agrees to indemnify, defend, and hold harmless Unruly and its officers, directors, members, managers, agents, parent, subsidiaries, affiliates, and employees from and against all third party claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings: (i) for libel, defamation, violation of infringement of any third party’s Intellectual Property Rights in connection with the Publisher Properties (except for advertisements supplied by Unruly); (ii) relating to a contaminated file, virus, worm, or Trojan horse originating from the Publisher Properties (other than through Advertising supplied by Unruly); (iii) arising out of any claim regarding invalid traffic, click fraud or misrepresentative traffic originating from Publisher Properties; and/or (iv) breach of this Agreement.

b) Unruly shall indemnify, defend, and hold harmless Publisher and its officers, directors, members, managers, agents and employees from and against all third party claims, actions, liabilities, losses, damages, expenses, and costs that may at any time be incurred by any of them by reason of any claims, suits or proceedings for libel, defamation, infringement of any third party’s Intellectual Property Rights, which arise from or which are caused by the Unruly Platform (except for content and Publisher Properties provided by Publisher).

c) Unruly will not be subject to any liability whatsoever for: (i) any failure to provide reference or access to all or any part of the Unruly Platform or websites due to systems failures or other technological failures of Unruly or of the Internet; (ii) delays in delivery and/or non-delivery of creative, including, without limitation, difficulties with a customer or creative, difficulties with a third-party server, or electronic malfunction; and (iii) errors in content or omissions in any Advertising.

14. Limitations of Liability.

a) Nothing in this Agreement will operate to exclude or limit the liability of any Party for: (i) fraud and/or fraudulent misrepresentation; or (ii) any other liability which it cannot by law limit or exclude.  

b) In no event will either Party be liable to the other for any incidental, special, indirect, punitive, exemplary or consequential loss arising from a breach, including without limitation, loss of profits, revenue, business or goodwill, whether in an action in contract, tort (including negligence and strict liability) or otherwise, even if that Party has been advised or knew of the possibility of such damages.  

c) IN THE EVENT OF ANY BREACH OF THIS AGREEMENT BY UNRULY, OR OF ANY LOSSES OR INJURIES TO PUBLISHER ARISING OUT OF THIS AGREEMENT, THE TOTAL CUMULATIVE LIABILITY FOR UNRULY FOR SUCH BREACHES, LOSSES, AND INJURIES WILL BE LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID BY UNRULY TO PUBLISHER DURING THE 6 MONTH PERIOD PRIOR TO THE TIME SUCH LIABILITY AROSE UNDER THIS AGREEMENT.  THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

15. Miscellaneous

Assignment – This Agreement may not be assigned or subcontracted by either Party without the prior written consent of the other Party (not to be unreasonably withheld or delayed), provided that Unruly may assign or subcontract this Agreement without Publisher’s consent to a parent, subsidiary, affiliate, or to any entity that acquires Unruly or all or substantially all of its stock or assets.

Independent Contractor Relationship – The Parties are independent contractors, and no agency, partnership, or other form of joint venture or employment relationship is intended or created by this Agreement. 

Compliance with Laws – Each Party shall comply with all applicable laws, enactments, orders, regulations, standards and other similar instruments that relate to the performance of its business.

Counterparts – This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed an original, and all of which shall constitute one and the same Agreement.  The Parties confirm that: (i)an electronic version of this Agreement is deemed to be in writing; and (ii) where a Party has used an electronic signature to indicate its acceptance of the terms of this Agreement, the Parties agree that such electronic signature is a valid means of establishing the authenticity and integrity of the signature for the purposes of binding the Parties.

Severability – In the event any provision or part provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.

Governing Law; Jurisdiction – This Agreement shall be governed by the laws of the England and Wales, without regard to choice of law principles. Each Party hereby consents to the personal jurisdiction and venue of the courts in London, England, and agrees to receive service of process at the address set forth in this Agreement.

Entire Agreement – Except in respect of any fraudulent misrepresentation, this Agreement with all exhibits hereto constitutes the entire understanding between the Parties with respect to the subject matter of this Agreement and supersedes any previous or contemporaneous oral or written arrangements, representations or understandings relating to the subject matter of this Agreement.

Amendment – No variation of this Agreement will be effective unless made in writing, signed by or on behalf of the Parties and expressed to be a variation, except for modifications to Publisher payouts and inventory, which may be made through email confirmations.  

Force Majeure – A delay by either Party in performing its obligations will not be a breach of this Agreement if caused by fire, flood or other event beyond the reasonable control of such Party. The affected Party will notify the other Party of such event and resume performance as soon as possible.  

No Waiver – In no event shall failure or delay on the part of either Party in enforcing any provision, right or remedy provided in this Agreement be or be deemed to be a waiver of any subsequent breach of the same or any other provision of this Agreement.

SurvivalAny terms of this Agreement that expressly survive termination or expiration, or by their nature ought to survive termination or expiration, will survive, including but not limited to provisions regarding confidentiality, disclaimers, exclusions and limitation of liability, indemnification, effect of termination, controlling law and jurisdiction, notices and other provisions of interpretation and enforcement.

Notices – All notices, consents and approvals must be delivered in writing to the address set out in the Advertising Services Agreement, if to Unruly to the attention of the Legal Department at [email protected], and if to Publisher, to the person executing this Agreement on Publisher’s behalf.  Each such notice will be deemed given or made as follows: (i) if sent by hand delivery or overnight courier, upon delivery; (ii) if sent by mail, upon the earlier of the date of receipt or 3 days after deposit in the U.S. mail, first class and postage prepaid; (iii) if sent by telecopy, upon receipt; and (iv) if sent by electronic mail, upon the next business day following such electronic mail transmission provided no “undeliverable” notice is received.

Last updated: April 2020