TERMS & CONDITIONS

 

PLEASE READ THE FOLLOWING CAREFULLY. BY CHECKING THE BOX AND CLICKING “I ACCEPT” BUTTON, OR BY ACCESSING AND USING AN ACCOUNT AND ELECTING TO PARTICIPATE IN THE SERVICE, YOU, AS “PUBLISHER” CONFIRM THAT YOU ARE ABLE TO AGREE AND COMPLY WITH THIS AGREEMENT AND AGREE TO BY BOUND BY THIS ADVERTISING AGREEMENT AND WARRANT THAT YOU ARE AUTHORIZED TO AGREE AND LAWFULLY ABLE TO PERFORM AND WILL REMAIN COMPLIANCE WITH THIS AGREEMENT

 

1. APPOINTMENT

PUBLISHER AGREES TO PARTICIPATE AS PART OF VERTIS MEDIA’S NETWORK OF PUBLISHERS (THE “VERTIS MEDIA PUBLISHER NETWORK”), AND PUBLISHER HEREBY APPOINTS VERTIS MEDIA AS PUBLISHER’S NONEXCLUSIVE AGENT WITH RESPECT TO PROVISION OF ADVERTISING OF ALL TYPES (SUCH NATIVE ADVERTISING PLACED BY VERTIS MEDIA BEING THE “NATIVE ADVERTISING PLACEMENTS” OR “ADVERTISING PLACEMENTS” OR “AD PLACEMENTS”).

VERTIS MEDIA WILL HAVE THE RIGHT TO SELL PUBLISHER’S ADVERTISING PLACEMENT INVENTORY, AND PUBLISHER AGREES TO MAKE SUCH INVENTORY AVAILABLE FOR VERTIS MEDIA’S 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“). VERTIS MEDIA 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 VERTIS MEDIA OR THE APPLICABLE ADVERTISING CLIENT MAY AT ANY TIME ELECT OR DECIDE TO TAKE DOWN OR TERMINATE FURTHER USE OF AN ADVERTISING PLACEMENT WITH OR WITHOUT CAUSE. PUBLISHER MAY NOTIFY VERTIS MEDIA OF ITS DESIRE TO TAKE DOWN OR REFUSE TO RUN A PARTICULAR ADVERTISING PLACEMENT OR TO FEATURE THE ADVERTISING PLACEMENTS OF A PARTICULAR ADVERTISING CLIENT, AND VERTIS MEDIA WILL USE ITS COMMERCIALLY REASONABLE ENDEAVOURS TO ADHERE TO SUCH TAKE DOWN OR BLOCK REQUESTS.

2. SERVICE

IN ORDER TO BECOME A PUBLISHER, YOU MUST FIRST ACCURATELY SUBMIT AN APPLICATION FOR VERTIS MEDIA ADS ACCOUNT AT OUR WEBSITE AND BE IN COMPLIANCE WITH PRESENT AGREEMENT (IN CASE OF USING SELF-SERVICE) OR REGISTER AS A PUBLISHER BY CONTACTING VERTIS MEDIA  DIRECTLY (IN CASE YOU WISH TO USE DEDICATED CAMPAIGN MANAGEMENT SERVICE) FOR ACCEPTANCE, AND NOT USE ANY ALIASES OR OTHER MEANS TO MASK YOUR TRUE IDENTITY OR CONTACT INFORMATION. AFTER WE REVIEW YOUR APPLICATION, WE WILL NOTIFY OF YOUR ACCEPTANCE OR REJECTION AS VERTIS MEDIA ADS’ PUBLISHER. WE MAY ACCEPT OR REJECT YOUR ACCOUNT REGISTRATION AT ANY TIME AT OUR SOLE DISCRETION FOR ANY REASON. VERTIS MEDIA RESERVES THE RIGHT TO ADD, EDIT, REMOVE OR RECLAIM ANY ACCOUNT DETAILS (INCLUDING YOUR SUBMISSIONS) WITH OR WITHOUT YOUR CONSENT IF DEEMED APPROPRIATE AT VERTIS MEDIA SOLE DISCRETION.

BY FILING YOUR ACCOUNT APPLICATION OR REGISTERING AS A PUBLISHER YOU CONFIRM YOUR UNDERSTANDING AND UNRESERVED ACCEPTANCE OF PRESENT AGREEMENT AND OTHER TERMS AND CONDITIONS OF VERTIS MEDIA, INCLUDING, BUT NOT LIMITED TO THE PRIVACY POLICY, PUBLISHED AT OUR WEBSITE CONCERNING THE SERVICES, AND CONFIRM YOU ARE A DULY AUTHORIZED SIGNATORY, HAS FULL LEGAL CAPACITY AND ALL THE NECESSARY AUTHORITY TO BIND THE INDIVIDUAL, COMPANY OR OTHER ENTITY, AND HEREBY SUBMITTING A LEGALLY BINDING ELECTRONIC SIGNATURE AND ENTERING INTO A LEGALLY BINDING CONTRACT.

IN ORDER TO BE ELIGIBLE TO BECOME A VERTIS MEDIA ADS’ PUBLISHER, ALL WEBSITES MUST MEET THE FOLLOWING CRITERIA:

BE CONTENT-BASED, NOT SIMPLY A LIST OF LINKS OR ADVERTISEMENTS, NOR CAN THE SITE BE CENTERED AROUND MAKING MONEY OFF OF OUR ADVERTISERS;
BE FULLY FUNCTIONAL AT ALL LEVELS; NO “UNDER CONSTRUCTION” SITES OR SECTIONS; AND
SHALL COMPLY WITH THE APPLICABLE LEGISLATION.
THE CONTENT OF THE PUBLISHER’S WEBSITE(S) OR ITS AFFILIATED WEBSITE(S) CAN NOT INCLUDE ANY MATERIAL THAT INFRINGES THE RIGHTS OF ANY THIRD PARTY OR IS IN VIOLATION OF ANY LAW, AS BOUND BY THE LAW OR DETERMINED BY US IN OUR SOLE DISCRETION, INCLUDING BUT NOT LIMITED TO THE FOLLOWING:

INTELLECTUAL PROPERTY RIGHTS;
RACIAL, ETHNIC, POLITICAL, HATE-MONGERING OR OTHERWISE OBJECTIONABLE CONTENT;
INVESTMENT, MONEY-MAKING OPPORTUNITIES OR ADVICE NOT PERMITTED UNDER LAW;
GRATUITOUS VIOLENCE OR PROFANITY;
MATERIAL THAT DEFAMES, ABUSES, OR THREATENS PHYSICAL HARM TO OTHERS;
PROMOTION OF ILLEGAL SUBSTANCES OR ACTIVITIES (E.G. ILLEGAL ONLINE GAMBLING, “HOW TO BUILD A BOMB”, COUNTERFEITING MONEY, ETC.);
SOFTWARE PIRATING (E.G., WAREZ, P2P, BIT TORRENT, HOTLINE, ETC.);
HACKING OR PHREAKING;
ANY ILLEGAL ACTIVITY WHATSOEVER;
ANY SPOOFING, REDIRECTING, OR TRAFFICKING FROM ADULT-RELATED WEBSITES IN AN EFFORT TO GAIN TRAFFIC; OR
ANY OTHER INAPPROPRIATE ACTIVITY AS DETERMINED BY US IN OUR SOLE DISCRETION.
VERTIS MEDIA HAS THE FOLLOWING NON ACCEPTABLE BUSINESS RULES FOR PUBLISHERS:

WHERE THERE ARE KNOWN OR PERCEIVED LINKS TO TERRORIST ORGANISATIONS, MILITARY, ARMS AND/OR AMMUNITION MANUFACTURE OR SALES;
WHERE THERE IS KNOWLEDGE OR SUSPICION OF MONEY LAUNDERING OR TERRORIST FINANCING;
WHERE IT IS KNOWN OR THERE ARE REASONABLE GROUNDS FOR SUSPICION THAT A CRIMINAL OFFENCE HAS TAKEN PLACE;
WHERE THE CLIENT OR ANY OF THE CLIENTS ASSOCIATED PARTIES ARE SUBJECT TO ANY SANCTIONS MEASURES;
WHERE THE CLIENT IS UNDERTAKING AN ACTIVITY OR TRADE WITHIN, FROM OR INTO A COUNTRY WHERE THAT ACTIVITY IS SUBJECT TO EMBARGO AND/OR TRADE CONTROL RESTRICTIONS;
PRODUCERS/PUBLISHERS OF RACIST/PORNOGRAPHIC/PRESSURE GROUP MATERIAL OR EXTREME POLITICAL PROPAGANDA;
REGULATED ENTITIES THAT DO NOT HAVE THE APPROPRIATE LICENSING;
EXTREME POLITICAL AND/OR CHARITABLE ORGANISATIONS.
THERE ARE THE FOLLOWING METHODS OF USING THE SERVICE AVAILABLE – SELF-SERVICE OR MANAGEMENT SERVICE.

SELF-SERVICE ASSUMES THAT ACCESS TO THE SERVICE SHALL BE PROVIDED THROUGH PUBLISHERS’ PERSONAL ACCOUNT. VERTIS MEDIA SUPPORT TEAM MAY PROVIDE ASSISTANCE UPON YOUR REQUEST, HOWEVER, ALL THE ACTIONS OR MODIFICATIONS MADE THROUGH YOUR ACCOUNT SHALL BE DEEMED MADE SOLELY BY YOU.

MANAGEMENT SERVICE ASSUMES THAT ASSISTANCE OF USING THE SERVICES AND PROGRAM SHALL BE PROVIDED BY VERTIS MEDIA OFFICERS.

YOU MAY NOT TRANSFER YOUR ACCOUNT TO ANYONE WITHOUT EXPLICIT WRITTEN PERMISSION OF VERTIS MEDIA AND YOU MAY NOT USE ANYONE ELSE’S ACCOUNT OR PASSWORD AT ANY TIME WITHOUT THE EXPRESS PERMISSION AND CONSENT OF THE HOLDER OF THAT ACCOUNT. VERTIS MEDIA CANNOT AND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO COMPLY WITH THESE OBLIGATIONS.

3. PLACEMENT OF ADS

PUBLISHER SHALL NOT PLACE ANY ADVERTISEMENTS OF VERTIS MEDIA ADS’ NETWORK ADVERTISERS ATTRACTED THROUGH THE SERVICE ON ALTERNATIVE PUBLISHERS OR WEBSITES WITHOUT WRITTEN CONSENT AND APPROVAL OF VERTIS MEDIA. PUBLISHER WILL NOT PLACE ADVERTISEMENT ON PORNOGRAPHIC/OFFENSIVE, AND/OR WAREZ, AND/OR ILLEGAL MP3 SITES/DIRECTORIES, AND/OR P2P/BIT-TORRENT SITES, AND/OR SPYWARE OR MALICIOUS CODE OF ANY SORT AND/OR ALTERNATIVELY QUESTIONABLE AREAS. IN THE CASE WHEREBY ADVERTISEMENTS ARE PLACED IN SUCH SITES/DIRECTORIES, VERTIS MEDIA RESERVES THE RIGHT TO WITHHOLD PAYMENT FOR THE ENTIRE CAMPAIGN AND/OR SUBMIT AN IMMEDIATE LEGAL ACTION AGAINST THE PUBLISHER AND/OR SET A MONETARY FINE IN THE AMOUNT BASED ON THE DAMAGES CAUSED TO VERTIS MEDIA.
VERTIS MEDIA DO NOT CHECK OR CONTROL THE ACTIVITIES OR CONTENTS AT YOUR WEBSITE, BUT ALL THE SERVICES MAY BE REJECTED AND WE RESERVE THE RIGHT TO DELETE YOUR ACCOUNT, WITHHOLD AND FREEZE ALL FEES AND REMUNERATIONS IF YOU ENGAGE IN FRAUDULENT OR ILLEGAL ACTIVITY.

4. PUBLISHER EARNINGS /MEASUREMENTS

VERTIS MEDIA HAS SOLE AND ABSOLUTE DISCRETION FOR MEASURING PERFORMANCES INCLUDING IMPRESSIONS, VIEWABLE IMPRESSIONS, ENGAGEMENTS, VIEWS, CLICKS AND/OR ANY OTHER ACTIVITY RELATED TO ANY AD PLACEMENTS DISPLAYED ON PUBLISHER’S SITES.
IN THE EVENT OF DISCREPANCIES OVER TEN PERCENT (10%), PUBLISHER MUST PROVIDE VERTIS MEDIA WITH A REASONED REPORT OF SUCH DISCREPANCY WITHIN FIVE (5) CALENDAR DAYS FROM RECEIPTS OF VERTIS MEDIA REPORT. OTHERWISE, VERTIS SHALL NOT BE LIABLE FOR SUCH DISCREPANCY, AND WILL CALCULATE EARNINGS ON BASIS OF ITS REPORTING SYSTEM. IF THE PARTIES ARE UNABLE TO REACH AN AGREEMENT REGARDING THE DISCREPANCY, THEN VERTIS MEDIA REPORTS AND STATS SHALL PREVAIL.
FURTHERMORE, VERTIS MEDIA RESERVES THE RIGHT TO ADJUST OR DISQUALIFY PUBLISHER’S FOR, AMONG OTHER THINGS, INVALID ACTIVITY, ENFORCEMENT OF CONTRACTUAL TERMS, AND/OR STATISTICAL ERRORS.

5. PAYMENTS TERMS AND TAXES

TO BE PAID, PUBLISHER WILL SUBMIT WRITTEN INVOICES TO “VERTIS MEDIA LIMITED” (FOR THE ATTENTION OF THE ACCOUNTING DEPARTMENT AT 20-22 WENLOCK ROAD, LONDON N1 7GU, ENGLAND, OR SUCCESSOR ADDRESS) SOLELY FOR THE AMOUNT OF “REVENUE” STATED IN PUBLISHER ACCOUNT AREA (INCLUDING WHEN PUBLISHER’S PAYMENT METHOD IS PAYPAL OR OTHER AUTOMATED OR DIRECT DEPOSIT METHODS AND PUBLISHER’S MONTHLY REVENUE EXCEEDS £5) UNLESS OTHERWISE AGREED IN WRITING BY PUBLISHER AND VERTIS MEDIA LTD. NO INVOICE MAY BE SUBMITTED BY PUBLISHER FOR ANY 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 ADVERTISING PLACEMENTS OCCURRED.

PUBLISHER WILL BE PAID WITHIN SIXTY (60) DAYS OF RECEIPT BY VERTIS MEDIA LIMITED OF SUCH INVOICE, FOLLOWING THE END OF THE MONTH IN WHICH SUCH INVOICE IS RECEIVED BY VERTIS MEDIA. VERTIS MEDIA HAS THE RIGHT TO SET OFF, CLAW BACK OR CHARGE BACK ANY AMOUNTS PUBLISHER MAY OWE TO VERTIS, ANY OF ITS AFFILIATES OR ANY OF VERTIS’S ADVERTISING CLIENT(S) AGAINST ANY AMOUNTS PAYABLE OR OTHERWISE OWING TO PUBLISHER OR IN PUBLISHER’S ACCOUNT. YOU AGREE THAT VERTIS IS NOT RESPONSIBLE FOR ANY ACTIONS MADE BY THE PAYMENT SERVICE PROVIDER INCLUDING BUT NOT LIMITED TO ANY ADDITIONAL TRANSACTION FEES, BANKING COMMISSIONS OR CURRENCY FEES APPLIED TO YOUR TRANSACTION.

VERTIS MEDIA ACTS AS A THIRD PARTY FOR ADVERTISERS, THEREFORE PUBLISHER UNDERSTANDS AND AGREES THAT PAYMENT FOR PUBLISHER’S REVENUE IS DEPENDENT UPON PAYMENTS FROM ADVERTISERS TO VERTIS MEDIA THAT IT HAS RECEIVED WITHOUT ANY RESTRICTIONS. YOU HEREBY RELEASE VERTIS MEDIA FROM ANY CLAIM FOR PUBLISHER’S REVENUE IF VERTIS MEDIA DID NOT RECEIVE FUNDS FROM THE ADVERTISER. PUBLISHER SHALL HOLD VERTIS MEDIA HARMLESS AND INDEMNIFY IT FROM ANY CLAIMS OR LIABILITY RELATED TO SUCH UNPAID REVENUE.

PUBLISHER IS RESPONSIBLE FOR ALL APPLICABLE TAXES ASSOCIATED WITH PROVIDED SERVICES, OTHER THAN TAXES BASED ON VERTIS MEDIA INCOME. PUBLISHER SHALL INDEMNIFY VERTIS MEDIA AGAINST ALL LOSSES SUFFERED OR INCURRED BY THE VERTIS ARISING OUT OF OR IN CONNECTION WITH ANY PAYMENT MADE TO THE PUBLISHER.

PUBLISHER IS RESPONSIBLE TO SUPPLY VALID PAYMENT DETAILS IN PERSONAL ACCOUNT OF OUR SERVICE, IF DETAILS ARE WRONG OR IF THE PUBLISHER CHANGE ITS PAYMENT DETAILS, IT IS THE PUBLISHER’S RESPONSIBILITY TO NOTIFY BY MAIL 14 DAYS BEFORE PAYMENT DUE DATE. PUBLISHER WILL BEAR PAYMENTS FEES IF REQUIRED. IN ANY EVENT, ALL PAYMENTS WILL BE MADE AT THE PAYMENT DETAILS SPECIFIED IN YOUR PERSONAL ACCOUNT IN OUR SERVICE.

ALL PAYMENTS ARE PROCESSED AUTOMATICALLY. WE MAY, IN OUR SOLE DISCRETION, REFUSE TO PROCESS A PAYMENT (AND MAY PLACE A PAYMENT HOLD) ON ANY PART OF YOUR ACCOUNT FOR ANY REASON, BLOCK YOUR ACCOUNT AND TERMINATE THIS AGREEMENT, INCLUDING IF WE HAVE A REASONABLE SUSPICION THAT YOU HAVE BREACHED ANY CLAUSE OF THIS AGREEMENT. WE ALSO RESERVE THE RIGHT TO SET-OFF ANY AMOUNT YOU OWE US, INCLUDING FOR BREACHES OF THIS AGREEMENT. WE ASSUME NO RESPONSIBILITY FOR PAYING ANY TAXES ON PAYMENTS MADE TO YOU, AND YOU ACKNOWLEDGE AND AGREE THAT IT IS YOUR COMPLETE AND SOLE RESPONSIBILITY TO PAY FOR ALL TAXES AS A CONSEQUENCE OF YOUR PARTICIPATION IN THE PROGRAM.

HEREBY YOU REPRESENT AND WARRANT TO PROVIDE VERTIS MEDIA WITH ALL THE DOCUMENTATION OR ITS EQUIVALENTS, NEEDED FOR IDENTIFICATION OF THE PARTIES, ASCERTAINMENT OF THE LEGAL FACT AND FULFILLMENT OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WITHIN 15 BUSINESS DAYS FROM THE DATE OF REQUEST. IN CERTAIN CASES, WE MAY WITHHOLD ALL PAYMENTS UNTIL WE WILL RECEIVE RELEVANT DOCUMENTATION FROM YOU.

IF PUBLISHER DISPUTES ANY PAYMENT MADE UNDER THE ADVERTISING PLACEMENT, PUBLISHER MUST NOTIFY VERTIS 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, VERTIS MAY, BUT SHALL HAVE NO OBLIGATION OR LIABILITY TO, PAY ANY AMOUNTS IF AN INVOICE IS NOT RECEIVED BY VERTIS WITHIN SIX (6) MONTHS OF THE END OF THE MONTH IN WHICH THE RELEVANT ADVERTISING PLACEMENTS RAN ON PUBLISHER’S SITES.

BY ENTERING INTO THIS PUBLISHER AGREEMENT, YOU AGREE TO RECEIVE PUBLISHER’S REVENUE AS FROM VERTIS, OR FROM ITS AFFILIATES, SUBSIDIARIES, AGENTS, SUB-CONTRACTORS OR DISTRIBUTORS.

6. DATA, INFORMATION

VERTIS OR ANY OF VERTIS’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 VERTIS MEDIA PLAYER AND/OR AD 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 6 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 AD 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 AD ALLIANCE, THE INTERACTIVE AD BUREAU AND THE JAPAN INTERACTIVE AD 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 VERTIS AND VERTIS’ AD 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 THEREFORE, 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 AD, SUCH AS THE DIGITAL AD ALLIANCE OPT-OUT PAGE AT HTTP://ABOUTADS.INFO/CHOICES, AND (III) BE CONSISTENT WITH THE VERTIS 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.

7. CONFIDENTIALITY

EXCEPT AS EXPRESSLY PERMITTED IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT, EACH OF VERTIS 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 PERSONAL 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, VERTIS’S CONFIDENTIAL INFORMATION INCLUDES (WITHOUT LIMITATION): (A) COMMERCIAL INFORMATION RELATING TO AD PLACEMENTS, VERTIS’ AD CLIENTS, INCLUDING INFORMATION ABOUT PAYMENTS, PAYMENT HISTORY, RATES, PRICING, METRICS, MEASUREMENTS, TARGETS AND OTHER SPECIFICATIONS OF ANY AD PLACEMENT OR OTHER AD OR PROMOTIONAL EFFORTS RELATING TO VERTIS’ AD CLIENT(S); (B) ALL VERTIS SOFTWARE, TECHNOLOGY, PROGRAMMING, SPECIFICATIONS, MATERIALS, GUIDELINES, DOCUMENTATION, IMAGES AND SCREENSHOTS RELATING TO ANY AD PLACEMENT, OR THE OFFERINGS ON THE PUBLISHER’S ACCOUNT AREA AND ELSEWHERE ON THE VERTIS ACTIVATE CONSOLE; AND (C) STATISTICS AND OTHER INFORMATION RELATING TO A PUBLISHER SITE’S PERFORMANCE IN ANY AD 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.

8. INVESTIGATION, SUSPENSION

VERTIS 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 VERTIS INCLUDING UNDER THIS AGREEMENT, THE VERTIS NETWORK POLICIES, OR THE VERTIS PRIVACY POLICY, OR COULD ADVERSELY AFFECT VERTIS OR ANY OF ITS ADVERTISING CLIENTS’ REPUTATION OR INDUSTRY STANDING. PUBLISHER WILL COOPERATE FULLY WITH ANY INVESTIGATION AND PROMPTLY PROVIDE ANY INFORMATION REQUESTED BY VERTIS TO VERIFY PUBLISHER COMPLIANCE OR THE NATURE OF ITS ACTIVITIES TO VERTIS’ REASONABLE SATISFACTION. DURING AND PENDING THE COMPLETION OF ANY INVESTIGATION, VERTIS 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 AD 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 VERTIS.

9. 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 VERTIS ENTERS INTO AGREEMENTS WITH VERTIS ADVERTISING CLIENTS THAT PROVIDE FOR PLACEMENT OR DISPLAY OF 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 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, VERTIS MAY TERMINATE AND WITHHOLD FURTHER PAYMENTS TO PUBLISHER IN CONNECTION WITH ANY ADVERTISING PLACEMENTS AND/OR TERMINATE THIS AGREEMENT IN VERTIS’S SOLE DISCRETION WITHOUT FURTHER OBLIGATION TO PUBLISHER, IF VERTIS 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 VERTIS INCLUDING UNDER THIS AGREEMENT, THE VERTIS NETWORK POLICIES, AND/OR THE VERTIS PRIVACY POLICY.
VERTIS 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 ADVERTISING PLACEMENTS (IN EACH CASE AS MEASURED AND TRACKED BY VERTIS) FOR A PERIOD OF TWO (2) MONTHS OR MORE OR (Y) HAS BEEN INACTIVE FOR MORE THAN THREE (3) MONTHS BASED ON VERTIS’S DETERMINATION BASED ON CONSIDERATION SUCH AS LACK OF ACTIVITY IN PUBLISHER’S ACCOUNT AREA, FAILURE TO SUBMIT INVOICES, NON-REMOVAL OF ADVERTISING PLACEMENTS OR THE VERTIS MEDIA PLAYER, OR ANY OTHER CIRCUMSTANCES SIGNIFYING PUBLISHER’S CESSATION OF BUSINESS OR OF PARTICIPATION IN THE VERTIS’S PUBLISHER NETWORK.

10. EFFECTS OF TERMINATION

IN THE EVENT THE AGREEMENT IS TERMINATED BY VERTIS WITHOUT CAUSE OR IS TERMINATED BY PUBLISHER IN ACCORDANCE WITH THE TERMS HEREOF WITH PROPER NOTICE, VERTIS 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 VERTIS 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 VERTIS SHALL BE SUBJECT TO ANY REMEDY OR RELIEF THAT MAY BE AVAILABLE TO VERTIS AS A MATTER OF LAW OR IN EQUITY. UPON TERMINATION OF PARTICIPATION OF ALL OF PUBLISHER’S SITES IN ANY AND ALL AD 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.

11. NO WARRANTY

VERTIS AND ITS AFFILIATES PROVIDE THEIR SERVICES (INCLUDING THE NATIVE ADVERTISING PLACEMENTS AND VERTIS 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. VERTIS’S SOLE OBLIGATION IN THE EVENT OF ANY INTERRUPTION OR FAILURE WILL BE TO RESTORE SERVICE AS SOON AS REASONABLY PRACTICABLE. NEITHER VERTIS NOR ANY OF ITS AFFILIATES MAKE ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITH RESPECT TO THE VERTIS MEDIA PLAYER, ANY  ADVERTISING PLACEMENTS, OR ANY AND ALL ADVERTISING OR OTHER SERVICES PROVIDED BY VERTIS. VERTIS 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 NON INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, VERTIS 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 VERTIS MEDIA PLAYER OR THE DISPLAY OR SUBJECT MATTER OF ANY ADVERTISING PLACEMENTS. WITHOUT LIMITING THE FOREGOING, VERTIS 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 VERTIS. VERTIS MAKES NO GUARANTEE REGARDING THE NUMBER OF VIEWS OR ENGAGEMENTS THAT ANY 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.

12. LIMITATIONS OF LIABILITY

IN NO EVENT SHALL VERTIS MEDIA BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SERVICE, OPERATION OF A PROGRAM, OR YOUR DISPLAY OF ANY PROGRAM CREATIVE ON YOUR WEBSITE, INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF VERTIS MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VERTIS MEDIA IS ONLY THE TOOL FOR ADS CAMPAIGNS CONNECTING ADVERTISERS AND PUBLISHERS THROUGH ITS SERVICE. THE INFORMATION, CONTENT AND OTHER VERTIS MEDIA SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTY. YOU USE THE SERVICE AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERTIS MEDIA DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SERVICE, THE INFORMATION, AND CONTENT INCLUDED ON THE SERVICE AND PROVIDED BY VERTIS MEDIA, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. VERTIS MEDIA DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SERVICE OR WEBSITE OR PROVIDED BY VERTIS MEDIA IS ACCURATE, COMPLETE OR CURRENT.

13. 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 VERTIS ADVERTISING PLACEMENTS AND PARTICIPATING IN THE VERTIS 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 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 VERTIS ADVERTISING PLACEMENTS AND PARTICIPATING IN THE VERTIS 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, VERTIS’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 VERTIS AS INDEMNIFYING PARTY, VERTIS’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

14. 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.

15. 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.

16. 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 VERTIS 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 VERTIS CONFIDENTIAL INFORMATION. THE PARTIES WILL NOT PUBLICLY OR PRIVATELY DISPARAGE VERTIS 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 VERTIS OR ITS REPUTATION OR GOODWILL.  NOTWITHSTANDING THE FOREGOING, VERTIS 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 VERTIS AND PUBLISHER (INCLUDING BY EXPRESSING OR IMPLYING THAT VERTIS SUPPORTS, SPONSORS, ENDORSES, OR CONTRIBUTES TO ANY CHARITY OR OTHER CAUSE), OR EXPRESS OR IMPLY ANY RELATIONSHIP OR AFFILIATION BETWEEN VERTIS AND PUBLISHER OR ANY OTHER PERSON OR ENTITY EXCEPT AS EXPRESSLY PERMITTED BY THE AGREEMENT. THE RELATIONSHIP BETWEEN VERTIS 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 VERTIS.  NOTWITHSTANDING THE FOREGOING, VERTIS 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: APRIL 2019