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. Appointment

Publisher agrees to participate as part of Unruly’s network of publishers (the “Unruly Publisher Network”), and Publisher hereby appoints Unruly as Publisher’s nonexclusive agent with respect to provision of video advertising of all types (such video advertising placed by Unruly being the “Video Advertising Placements”).

Unruly will have the right to sell Publisher’s advertising placement inventory, and Publisher agrees to make such inventory available for Unruly’s Video Advertising Placements on websites and/or other online offerings owned or controlled by Publisher, or upon which Publisher has the contractual right to serve advertising (each such site or other online offering, individually or collectively, the “Publisher’s Sites“).  Unruly has the right, though not the obligation, to review and approve each and every Publisher’s Site(s) (including the relevant advertising placement inventory being made available by Publisher thereon).

Publisher acknowledges that either Unruly or the applicable advertising client may at any time elect or decide to take down or terminate further use of a Video Advertising Placement with or without cause.  Publisher may notify Unruly of its desire to take down or refuse to run a particular Video Advertising Placement or to feature the Video Advertising Placements of a particular advertising client, and Unruly will use its commercially reasonable endeavours to adhere to such take down or block requests.

2. Account Area; Use of Information.  

Publisher will manage its participation in the Unruly Publisher Network through an assigned account area hosted on Unruly Activate console (“Publisher’s Account Area“).  The Unruly Activate console is accessible via the website gateway located at https://unruly.co (or successor URL). Unruly may use all information which Publisher provides or Unruly otherwise collects about Publisher, including site demographics, personal contact, bio, payment and other personal and non-personal information.  

All information provided by Publisher in Publisher’s Account Area, including email address(es) and other contact information as well as listings and descriptions of all Publisher’s Sites, must be complete, accurate, and maintained up-to-date at all times.  Further, Publisher grants Unruly the right to access, index and cache Publisher’s Site(s), or any portion thereof, including by automated means such as web spiders or crawlers, and Unruly will use any such information collected in accordance with its privacy policy at https://unruly.co/privacy (or successor URL) as may be amended (“Unruly Privacy Policy”).  Unruly may also provide information in response to any legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims, or in the context of a public or private offering of its securities or any sale of its business or assets.  Unruly disclaims all responsibility, and will not be liable to Publisher, however, for any disclosure of such information by any such third party.

3.  Unruly Media Player.

Except for Video Advertising Placements in the In-Stream format, Publisher shall use a media player provided by Unruly for displaying Video Advertising Placements (the “Unruly Media Player”) within Publisher’s Site(s), which communicate with Unruly’s or its suppliers’ ad servers and serve relevant advertising as Unruly may determine to be transmitted by such servers when called.  Unruly grants Publisher a nonexclusive, nontransferable (other than to permit third party service providers to perform services for Publisher), revocable, limited license to use on Publisher’s Sites to display Video Advertising Placements of Unruly’s advertising clients.  

Except for Video Advertising Placements in the In-Stream format, Publisher may not use any media player or other technology (other than the Unruly Media Player) to display any Video Advertising Placements unless approved in writing by Unruly in advance. Unruly may condition such approval upon such other media player meeting Unruly’s video format, size, and technical requirements.  Failure to use the Unruly Media Player or obtain approval of any other media player can cause Publisher not to be properly credited with views, engagements or performance and adversely affect or void any payments for participating in the Unruly Publisher Network.

Publisher may not copy, license, store, archive, reuse, redisplay, redirect or redistribute any Video Advertising Placements (and/or the Unruly Media Player) except to the extent necessary to display the Video Advertising Placement within an Unruly Media Player in each instance served by or on behalf of Unruly.  Use of the Unruly Media Player or display of Video Advertising Placements may not be delegated, transferred or assigned by Publisher to any site or other online environment other than Publisher’s Sites.

4. Eligibility Requirements for Performance.

Publisher agrees as follows in respect of each Publisher’s Site:

  • to operate each such Publisher’s Site in a manner that does not infringe, violate, or misappropriate Unruly’s, advertising clients’ or any third party’s copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights;
  • to make all necessary or appropriate disclosures on each of Publisher’s Sites about being paid by sponsors, especially in relation to display of any Video Advertising Placements or other paid content (including as to uses of the Unruly Media Player);
  • to not use, nor permit use of, any mechanical, computerized, fraudulent, deceptive, or any other invalid or artificial means of increasing viewership, engagement, impressions, usage or any other measure of Internet traffic at any of Publisher’s Sites (including blocking advertising networks or commissioned affiliates directing traffic by such prohibited practices onto any Publisher’s Sites displaying Video Advertising Placements); and
  • to not display or include any of the following types of prohibited content on any of the Publisher’s Site(s):violent content, racial intolerance or advocacy against any individual, group or organisation; pornography, nudity, adult or mature content; hacking/cracking content; illicit drugs and drug paraphernalia; excessive profanity; facilitation or promotion of illegal file sharing; sales or promotion of weapons or ammunition (e.g. firearms, fighting knives, stun guns); sales or promotion of tobacco or tobacco-related products; sales or promotion of prescription drugs; sales or promotion of products that are replicas or imitations of designer goods; sales or distribution of term papers or student essays; cult or occult related content; gambling content; or any other content that is illegal, promotes terrorism or acts of terror, or  any illegal activity or infringes on the legal rights of others;
  • unless otherwise expressly agreed to in writing by Unruly, to not display any Video Advertising Placements so as to appear to be associated with or be positioned on, monitored or open chat rooms or bulletin boards or other areas containing user generated content;
  • to abide by additional restrictions or rules applying to the display of certain Video Advertising Placements as may be prescribed by Unruly and/or a relevant advertising client.  For example, and without limitation, if Publisher displays Video Advertising Placements promoting alcohol beverages or their branded producers, Publisher must ensure that Publisher’s Site(s) displaying such Video Advertising Placements do not either (x) target or attract an audience of which more than 25% are under the applicable drinking age where such audiences reside (e.g., under 18 years of age in the United Kingdom and other European countries and under 21 years of age in the United States), unless the campaign is age gated or age targeted, or (y) encourage excessive alcohol consumption or driving or use of potentially dangerous machinery while consuming or under the influence of alcoholic beverages; and
  • to comply with Applicable Laws (as defined below), and established industry practice (such as, for example, Google’s guidelines requiring the adding of ‘no follow’ attributes when featuring links to Unruly’s advertising clients’ sites on Publisher’s Sites), and Unruly Network Policies (available at https://unruly.co/network-policies/).

5. Measurement.

Unruly has absolute and sole discretion for measuring results including impressions, unique clicks, views, engagements and/or other activity in relation to any Video Advertising Placements displayed on Publisher’s Sites, and calculating any payments, if any, owed or owing by any of Unruly’s advertising clients for any performance on Publisher’s Sites.  Unruly reserves the right to adjust or disqualify Publisher’s or other participants’ measurements or statistics to account for, among other things, invalid activity, enforcement of contractual terms, and/or statistical errors. Publisher acknowledges that Video Advertising Placements and associated campaigns may be subject to frequency cap limits which may be set to Unruly’s specifications in Unruly’s sole discretion for each such campaign.

Unruly may use a third party ad tracking service (including if required to do so by agreement with an advertising client or its agency or affiliate).  In the case of discrepancies exceeding ten percent (10%) during a relevant invoice period, the parties will use reasonable good faith efforts to reconcile and resolve the discrepancy.  

6. Payment Terms.  

To be paid, Publisher will submit written invoices to “Unruly Group Limited” (for the attention of the Accounting Department at The White Chapel Building, 15 Whitechapel High Street, London E1 8QS, England, or successor address) solely for the amount of “revenue” stated in Publisher Account Area unless otherwise agreed in writing by Publisher and Unruly.  No invoice may be submitted by Publisher for any Video Advertising Placements prior to when such “revenue” amount is posted in Publisher’s Account Area and in any event no sooner than the end of the calendar month in which such Video Advertising Placements occurred.

Publisher will be paid within forty-five (45) days of receipt by Unruly Group Limited of such invoice, following the end of the month in which such invoice is received by Unruly.  Unruly has the right to set off, claw back or charge back any amounts Publisher may owe to Unruly, any of its affiliates or any of Unruly’s advertising client(s) against any amounts payable or otherwise owing to Publisher or in Publisher’s account. For the avoidance of doubt, each of Unruly and Publisher is responsible for any charges imposed by its own bank.

If Publisher disputes any payment made under the Video Advertising Placement, Publisher must notify Unruly in writing within thirty (30) days of any such payment, and any failure to do so within such thirty (30) day period shall be deemed a waiver by Publisher of any claim relating to any such disputed payment.  Notwithstanding anything to the contrary contained herein, Unruly may, but shall have no obligation or liability to, pay any amounts if an invoice is not received by Unruly within six (6) months of the end of the month in which the relevant Video Advertising Placements ran on Publisher’s Sites.

7. Taxes.  

Unless otherwise set forth in this Agreement, all indirect taxes, including sales, use, value added, excise and customs duties and any other similar taxes, whether existing at present or imposed/imposable in the future, by any governmental authority arising out of this Agreement shall be paid by the Publisher to Unruly within the agreed payment terms noted in Section 6 or Applicable Laws, on receipt of a valid tax invoice.  However, income tax or any other direct tax, whether existing at present or imposed/imposable in the future, on any payments made to Unruly under this Agreement, whether payable by way of withholding or otherwise, shall be borne by Unruly.

If Publisher is required to withhold any taxes on payments to Unruly under an agreement under any Applicable Laws, Publisher shall withhold such amounts, pay the same to the relevant taxing authority within the time prescribed under the relevant Applicable Laws, and promptly furnish to Unruly with appropriate documentation of the amounts so withheld and payment of the same to the taxing authorities, as soon as practicable.

The Publisher shall indemnify Unruly for the full amount of any taxes imposed by any jurisdiction which are the responsibility of such Publisher and any liability (including penalties, in addition to tax, interest and expenses) arising therefrom or with respect thereto, whether or not such taxes were correctly or legally asserted. This indemnification shall be made within thirty (30) days from the date Unruly makes a written demand therefor.

8. Data; Information.  

Unruly or any of Unruly’s advertiser clients may collect, monitor, and use, under a non-exclusive, worldwide limited license, such data (which shall not include any Personal Data) collected via the Unruly Media Player and/or Video Advertising Placements through the placement of code, API integrations, cookies, and/or other identifiers.  Publisher shall ensure that all of the Publisher’s Sites are operated in full compliance with all Applicable Laws. For the purposes of this Section 8 and this Agreement, the following terms shall have the following meanings:

Applicable Laws” means (a) any and all applicable federal, state or local laws, (b) guidance, ordinances, and self-regulatory principles, including any guidance or regulations promulgated by the Digital Advertising Alliance, (c) any and all Privacy Laws.

Personal Data” means any information relating to an identified or identifiable natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identify of such person.

Privacy Laws means the privacy and data protection laws and regulations of any applicable jurisdiction, including Regulation (EU) 2016/679 and any associated national data protection laws and regulations, the United States Children’s Online Privacy Protection Act (or COPPA) and/or any similar applicable laws, regulations and/or rules, and self-regulatory principles, including any principles guidance or regulations promulgated by the Digital Advertising Alliance, the Interactive Advertising Bureau and the Japan Interactive Advertising Association, any or all as may be applicable.

Further, Publisher agrees to post conspicuously on each Publisher’s Site a privacy policy that complies with all Applicable Laws, and that discloses Publisher’s as well as Unruly’s and Unruly’s advertising clients’ practices with respect to data collection, use and disclosure (each, a “Privacy Policy”), including:  (a) the types of data being collected for targeting purposes, (b) the circumstances under which such data will be disclosed to or used by third parties, and the purposes therefor, and (c)  the use of one or more third parties for ad serving activities. The Privacy Policy must: (i) be linked from each Publisher Site page on which an Advertisement is displayed in connection with this Agreement, (ii) direct end-users to an industry-wide mechanism for opting-out from receiving targeted advertising, such as the Digital Advertising Alliance opt-out page at http://aboutads.info/choices, and (iii) be consistent with the Unruly Privacy Policy.  Publisher must comply with all Applicable Laws with respect to obtaining required opt-in consent as may be required by the Applicable Laws of various countries or regions in connection with obtaining sufficient user permission to use cookies or the collection and use of any information obtained from Publisher’s end-users, or as to restoring cookies cleared or deleted by Publisher’s end-users.

Unruly or an independent audit firm appointed by Unruly (“Auditors”) shall have the right to audit Publisher and Publisher’s Site(s) and/or service providers (and its and their affiliates as applicable) that utilize or provide a service based upon, or otherwise process, transport or store data that may be subject to this Agreement.  Unruly will announce their intent to audit Publisher by providing at a minimum ten (10) business days’ notice to Publisher. This notice will go to Publisher that this contract is executed with. A scope document along with a request for deliverables will be provided at the time of notification of an audit.  If the documentation requested cannot be removed from Publisher’s premises, Publisher will allow the Auditors access to such premises. Publisher will make necessary employees or contractors available for interviews in person or on the phone during the time frame of the audit. Audits will be at Unruly’s sole expense, except where the audit reveals material noncompliance with this Agreement, in which case the cost will be borne by Publisher.

9. Confidentiality.

Except as expressly permitted in connection with the performance of this Agreement, each of Unruly and Publisher (each, a “Receiving Party”) agrees not to disclose or use any information either designated by the other party (each, a “Disclosing Party”) as “Confidential” or an equivalent designation, or which would reasonably be deemed confidential or proprietary (“Confidential Information”) of the Disclosing Party, without the Disclosing Party’s prior written consent.  No Receiving Party shall use any Disclosing Party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.  Each Receiving Party undertakes that it shall not at any time during this Agreement disclose to any person any Confidential Information, except that each Receiving Party may disclose the Disclosing Party’s Confidential Information: (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement.  Each Receiving Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the Disclosing Party’s Confidential Information comply with this Section 9. For the avoidance of doubt, Unruly’s Confidential Information includes (without limitation): (a) commercial information relating to Video Advertising Placements, Unruly’s advertising clients, including information about payments, payment history, rates, pricing, metrics, measurements, targets and other specifications of any Video Advertising Placement or other advertising or promotional efforts relating to Unruly’s advertising client(s); (b) all Unruly software, technology, programming, specifications, materials, guidelines, documentation, images and screenshots relating to any Video Advertising Placement, or the offerings on the Publisher’s Account Area and elsewhere on the Unruly Activate console; and (c) statistics and other information relating to a Publisher Site’s performance in any Video Advertising Placement. The term “Confidential Information” does not include information that (i) has become publicly known through no breach by Receiving Party; (ii) is independently developed without access to Confidential Information, as evidenced in writing; or (iii) is rightfully received by the Receiving Party from a third party without any confidentiality obligation.

10. Investigation; Suspension.

Unruly may investigate any activity that in its sole determination could constitute a breach or violation of applicable laws, rules, regulations, generally-adopted industry policies and practices, or any of Publisher’s obligations to Unruly including under this Agreement, the Unruly Network Policies, or the Unruly Privacy Policy, or could adversely affect Unruly’s or any of its advertising clients’ reputation or industry standing.  Publisher will cooperate fully with any investigation and promptly provide any information requested by Unruly to verify Publisher compliance or the nature of its activities to Unruly’s reasonable satisfaction. During and pending the completion of any investigation, Unruly shall have the right, in its sole discretion and without effecting a breach or other liability or obligation to Publisher, to temporarily terminate or suspend Publisher’s access to Publisher’s Account Area, cease displaying Video Advertising Placements on any or all of Publisher’s Sites, and/or suspend or toll any payment obligations or withhold payments potentially owing or payable to Publisher, without limiting any other rights or remedies available to Unruly.

11. Termination.  

Either party may terminate this Agreement (a) upon a breach by the other party of this Agreement upon at least twenty (20) business days’ prior written notice to such breaching party unless such breach is waived by the non-breaching party or substantively cured within such twenty-(20)-business-day period or (b) if the other party enters into liquidation or becomes insolvent or makes an assignment for the benefit of its creditors, or if a receiver is appointed for it or its assets, or if any bona fide petition is filed by or against it seeking its liquidation or an adjudication of its insolvency or its adjudication as bankrupt or the appointment of a receiver for it or its assets, subject in all cases to applicable law.  

In the event Unruly enters into agreements with Unruly’s advertising clients that provide for placement or display of Video Advertising Placements through Publisher’s Sites and/or the provision of services beyond the Term, then notwithstanding anything to the contrary set forth in this Agreement, this Agreement shall continue to apply to such serving of Video Advertising Placements on Publisher’s Site(s) or performance of such services, and the term of this Agreement shall be deemed extended with respect to such placements and  services.

Without limiting any other relief or remedy available to it or its advertising clients, Unruly may terminate and withhold further payments to Publisher in connection with any Video Advertising Placements and/or terminate this Agreement in Unruly’s sole discretion without further obligation to Publisher, if Unruly determines that Publisher and/or any of  Publisher’s Sites has or have failed to comply with Applicable Laws or generally-adopted industry policies and practices or Publisher’s obligations to Unruly including under this Agreement, the Unruly Network Policies, and/or the Unruly Privacy Policy.

Unruly reserves the right to terminate, with or without effective notice, any Publisher whose participation either (x) has not generated a sufficient number of valid views or engagements, as applicable, in relation to Video Advertising Placements (in each case as measured and tracked by Unruly) for a period of two (2) months or more or (y) has been inactive for more than three (3) months based on Unruly’s determination based on consideration such as lack of activity in Publisher’s Account Area, failure to submit invoices, non-removal of Video Advertising Placements or the Unruly Media Player, or any other circumstances signifying Publisher’s cessation of business or of participation in the Unruly’s Publisher Network.

12. Effects of Termination.

In the event the Agreement is terminated by Unruly without cause or is terminated by Publisher in accordance with the terms hereof with proper notice, Unruly will pay Publisher any earned balance within approximately ninety (90) days after the end of the calendar month in which the Agreement was so terminated.  In the event Unruly terminates this Agreement due to any breach or other violation by Publisher or in relation to any of Publisher’s Sites, any payments owing by Unruly shall be subject to any remedy or relief that may be available to Unruly as a matter of law or in equity. Upon termination of participation of all of Publisher’s Sites in any and all Video Advertising Placements or termination of this Agreement for any reason, Sections 3, 6-9, and 10-16, inclusive, and any other provisions of this Agreement which by its terms or under circumstances are intended or would reasonably be expected to survive, shall survive termination.

13. No Warranty.

UNRULY AND ITS AFFILIATES PROVIDE THEIR SERVICES (INCLUDING THE VIDEO ADVERTISING PLACEMENTS AND UNRULY MEDIA PLAYER) ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED DISPLAY OR DISTRIBUTION OF ANY ADVERTISING MATERIALS. UNRULY’S SOLE OBLIGATION IN THE EVENT OF ANY INTERRUPTION OR FAILURE WILL BE TO RESTORE SERVICE AS SOON AS REASONABLY PRACTICABLE.  NEITHER UNRULY NOR ANY OF ITS AFFILIATES MAKE ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITH RESPECT TO THE UNRULY MEDIA PLAYER, ANY VIDEO ADVERTISING PLACEMENTS, OR ANY AND ALL ADVERTISING OR OTHER SERVICES PROVIDED BY UNRULY. UNRULY AND ITS AFFILIATES HEREBY EXPRESSLY EXCLUDE ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE OR COMMON LAW, INCLUDING NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, UNRULY SHALL HAVE NO LIABILITY TO PUBLISHER, PUBLISHER’S END USERS, OR IN RELATION TO ANY OF PUBLISHER’S SITES, OF ANY KIND WHATSOEVER IN CONNECTION WITH THE USE OF THE UNRULY MEDIA PLAYER OR THE DISPLAY OR SUBJECT MATTER OF ANY VIDEO ADVERTISING PLACEMENTS.  Without limiting the foregoing, Unruly will have no obligation, liability or other responsibility for anything related to Publisher’s Sites, including the receipt of queries from end users of Publisher’s Sites or the transmission of data between Publisher’s Sites and Unruly. Unruly makes no guarantee regarding the number of views or engagements that any Video Advertising Placements will deliver on Publisher’s Sites, nor the timing of delivery of such views or engagements, since these matters are under Publisher’s control.

14. Limitations of Liability.

NEITHER PARTY EXCLUDES OR LIMITS ITS LIABILITY UNDER THIS AGREEMENT FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE; (B) FRAUDULENT MISREPRESENTATION; OR (C) ANY OTHER TYPE OF LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED.  IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT OR ANY EXHIBIT, SCHEDULE OR OTHER ATTACHMENT HERETO, WHETHER IN TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION, RESTITUTION OR OTHERWISE FOR ANY LOSS OF PROFITS, DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES OR LOSS OR CORRUPTION OF DATA OR INFORMATION, OR PURE ECONOMIC LOSS, OR FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES HOWEVER ARISING HEREUNDER. SUBJECT TO THE FOREGOING, AND EXCEPT FOR EITHER PARTY’S CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT IS LIMITED TO THE NET AMOUNT PAID OR PAYABLE BY UNRULY TO PUBLISHER DURING THE THREE-MONTH PERIOD PRECEDING THE DATE OF SUCH CLAIM.

15. Representations and Warranties; Indemnification.

Each of the undersigned parties represents, warrants and covenants that it has all necessary rights, power, and authority to enter into and perform this Agreement.  Further, Publisher represents, warrants and covenants that: (a) it is authorized to act on behalf of each of Publisher’s Sites for the purposes of performing this Agreement, displaying the Unruly Media Player and Video Advertising Placements and participating in the Unruly Publisher Network; (b) it complies, and will continue to comply with all Applicable Laws; and (c) all content on any of Publisher’s Sites is legal to distribute in the manner and locations as distributed and that the Publisher owns or has legal right to use any and all copyrighted material.  

Each party agrees to indemnify, defend and hold the other party, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (including advertising clients, syndication partners, licensors, licensees, consultants and contractors, agents and representatives) (collectively, the “Indemnified Persons”) harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any such Indemnified Persons, arising out of, related to or which may arise from: (a) in the case of the Publisher as the indemnifying party, the operation of Publisher’s Sites, Unruly’s authorized use of any Publisher’s materials including any materials that appear on or within Publisher’s Sites, any breach by Publisher of its representations, warranties and other obligations under this Agreement, or any violation of any applicable law or any other obligations to which Publisher are bound; and (b) in the case of Unruly as indemnifying party, Unruly’s gross negligence or willful misconduct.

16. Anti-bribery.

In performing obligations under this Agreement, each party shall:

  • comply with all applicable laws and regulations relating to anti-bribery and anti-corruption (including but not limited to the Bribery Act 2010 and the Foreign Corrupt Practices Act 1977) and maintain adequate policies and procedures in this respect;
  • promptly report to the other Party any offer, request or demand for any undue financial or other advantage of any kind received in connection with the performance of this Agreement; and
  • ensure that any person associated with such party who is providing services or goods in connection with this Agreement does so only on the basis of a written contract including similar anti-corruption terms.

17. Modern Slavery.

In performing its obligations under this Agreement, Publisher shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations from time to time in force including but not limited to the Modern Slavery Act 2015 and maintain throughout the term of this Agreement its own policies and procedures to ensure its compliance.

Publisher shall not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK.

Publisher shall include in its contracts with its subcontractors and suppliers applicable and appropriate anti-slavery and human trafficking provisions.

18. Anti-facilitation of tax evasion.

In performing its obligations under this Agreement, Publisher shall not engage in any activity, practice or conduct which would constitute a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017 or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017.

Publisher shall promptly report to Unruly any request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017 in connection with the performance of this Agreement.

19. Miscellaneous.  

Force Majeure.  Neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including governmental action or acts of terrorism, earthquake or other acts of God, labour conditions, and power failures.

Publicity.  Neither party will use the other party’s name, logo, trade marks or service marks in any press release or any other public announcement without the prior written approval of such other party.  Nothing in the Agreement shall prevent either party from making any statement about its business relationship with the other within the scope of this Agreement or otherwise making public or private statements in the normal course of its business that do not disclose any Unruly Confidential Information. The parties will not publicly or privately disparage Unruly or any of its affiliates or its products or services or business, nor engage in any action or practice that devalues or reflects poorly on Unruly or its reputation or goodwill.  Notwithstanding the foregoing, Unruly may, and is hereby granted the right by Publisher to, use Publisher name and logo in presentations, marketing materials, customer lists, financial reports, and website listings of customers.

No Agency.  Publisher will not misrepresent or embellish the relationship between Unruly and Publisher (including by expressing or implying that Unruly supports, sponsors, endorses, or contributes to any charity or other cause), or express or imply any relationship or affiliation between Unruly and Publisher or any other person or entity except as expressly permitted by the Agreement. The relationship between Unruly and Publisher is not one of a legal partnership relationship, but is one of independent contractors.

Governing Law. The Agreement and any non-contractual obligations arising from or in connection with it shall be governed by the laws of England and Wales.  Any dispute or claim arising out of or in connection with the Agreement or any non-contractual obligation arising from or in connection with it shall be adjudicated in the courts of England and Wales located in London, England.

Non-Assignment.  Publisher may not resell, assign, or transfer any of Publisher rights hereunder.  Any such attempt may result in termination of this Agreement, without liability to Unruly.  Notwithstanding the foregoing, Unruly may assign this Agreement either (x) in whole or in severable part, to any affiliate at any time without notice (including such that the assigning entity has no further rights and obligations and the assignee entity assumes all rights and obligations or such that both the assignee and assignor have full rights and obligations severally under this Agreement) or (y) in connection with any corporate reorganization, stock purchase, merger, or sale of all or substantially all of the business and assets associated with the subject matter of the Agreement.  

Entire Agreement.  This Agreement constitute the entire agreement between the parties with respect to the subject matter hereof.  Any modifications to this Agreement or any such exhibit, schedule or attachment must be made in a written agreement executed by both parties.  The failure to require performance of any provision shall not affect a party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.  The words “includes” or “including” shall mean “includes without limitation” or “including without limitation.”  If any provision herein is held unenforceable, then such provision will be modified to reflect the parties’ intention, and the remaining provisions of this Agreement will remain in full force and effect.

Last updated: July 2018