Partners Terms and conditions

PARTNER TERMS AND CONDITIONS

• Terms and Definitions

Ad Tags: the code snippet inserted within the HTML code of the webpage where the Advertising is due to be displayed.

Advertising: the content provided by the Advertiser to promote its product(s) on the Partner’s Media.

Advertiser: a firm or individual who purchases advertising space and provides Advertising to Publisher Collective.

Advertising Space: the advertising space to be made available by the Partner as set out in the Advertising Representation Agreement.

Claim: any claim, action, suit or proceeding made, brought or commenced by a third party other than an affiliated company of Publisher Collective.

Contract: the contract between Publisher Collective and the Partner for advertising representation services, in accordance with the Advertising Representation Agreement and these Partner Terms and Conditions.

Data Controller: has the meaning given to it in the Data Protection Legislation.

Data Processor: has the meaning given to it in the Data Protection Legislation.

Data Protection Legislation:  (i) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; (ii) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Partner is subject, which relates to the protection of personal data; (iii) where applicable the California Consumer Privacy Act and the Children’s Online Privacy Protection Act (“COPPA”); and (iv) any other laws or regulations of any other jurisdiction governing the processing or protection of personal data, to which a party hereunder is subject.

Direct Costs: means the costs incurred by Publisher Collective associated with: ad serving and ad tech tools used by Publisher Collective to place Advertising on the Media, content production, hosting, development of the Reporting Platform, and delivery team and programmatic operations staff costs.

Effective Date: the date the Contract takes effect, as set out in the Advertising Representation Agreement.

EU GDPR:  the General Data Protection Regulation ((EU) 2016/679).

Fraudulent Impression: an Impression that results from an intentional deceptive practice designed to manipulate legitimate ad serving or measurement processes or to create fictitious activity that lead to inflated Impressions.

Impression: a single instance of a digital display ad being displayed on the Media.

Insertion Order: the signed agreement between Publisher Collective and an Advertiser which includes, but is not limited to, information regarding the total number of advertisements, geographical targeting and the type and size of the units.

IVT: means invalid traffic, including but not limited to clicks or Impressions generated by Partner clicking their own live ads, repeated ad clicks or Impressions generated by one or more users, where the Partner has encouraged clicks on their ads, and automated clicking tools or traffic sources, robots or other deceptive software. Invalid traffic will be measured using software provided by MOAT or IAS, or other such solution as Publisher Collective may use from time to time.

Losses: demands, judgments, losses, costs, expenses (including, but not limited to, the cost of obtaining an opinion of counsel in response to a notice of potential infringement of the rights of any other person or organisation), obligations, liabilities, damages, fines, recoveries and deficiencies, including without limitation interest, penalties, reasonable legal fees and costs.

Maximum IVT %: the maximum invalid traffic percentage as set out in the Advertising Representation Agreement.

Media: the platform(s) owned and operated by the Partner, to include but not limited to, websites, apps, social media and video content, as set out in the Advertising Representation Agreement together with such additional media as agreed between the Parties from time to time.

Month where Revenue was Paid: the month where an Advertiser has paid Publisher Collective for the Advertising placed on the Partner’s Media.

Net Revenue Received: the revenue received by Publisher Collective in respect of placing the Advertising on the Media after deducting any Direct Costs associated with such placement.

Onboarding Period: the period set out in the Advertising Representation Agreement.

Payment Day: the day that the Partner is paid the agreed proportion of Net Revenue Received as set out in the Advertising Representation Agreement.

Payment Invoice: a document detailing the proportion of Net Revenue Received due to the Partner.

Prohibited Content: means any content that: (i) contains or promotes discrimination based on race, religion, gender, sexual orientation, disability or nationality; (ii) promotes firearms, bombs and other weapons or how-to guides for any of the foregoing; (iii) contains or promotes pornography or graphic sexual depictions; (iv) contains, promotes or links to defamatory, indecent, obscene, offensive, hateful or inflammatory subject matter; or (v) contains, facilitates or promotes any illegal or criminal activity such as (by way of example only) copyright infringement or computer misuse.

Reporting Platform: a platform to provide information and an estimate of revenue expectations, in advance of the Payment Invoice.

Trial Period: the initial term set out in the Advertising Representation Agreement.

UK GDPR:  has the meaning given to it in the Data Protection Act 2018

Viewability: the measurement metric that determines whether a digital display ad had the opportunity to be seen, as set out in the Internet Advertising Bureau UK guidelines as updated from time to time.

Viewability Target: the target relating to Viewability set out in the Advertising Representation Agreement.

• License Grant

• • The Parties hereby agree that Publisher Collective shall have the exclusive right to represent the Partner worldwide with respect to the placement of Advertising on the Media, during the term of the Contract.

• Publisher Collective’s Obligations

• • Publisher Collective agrees not to do anything that will harm the reputation of the Partner and will not make available any advertising space to an Advertiser that is not covered by the Contract without seeking prior approval from the Partner.

• • On the Effective Date, Publisher Collective shall grant the Partner login access to Publisher Collective’s Reporting Platform.

• • Subject to clause 13.1, Publisher Collective shall use reasonable skill and care not to place any Advertising on the Media that violates the agreed rules of engagement as set out in this clause 3.3:

• • • no auto playing sound;
    • no Advertising that conceals the content of the Media;
    • no pop ups or pop unders without prior agreement with the partner;
    • no Advertising that auto redirects the user; and
    • no Advertising that breaks the layout of the page,

except where the Partner has provided written consent that such content be placed on the Media. If Publisher Collective becomes aware that these rules have been violated it will block the relevant Advertising as soon as is reasonably practicable.

• • Publisher Collective shall place and manage all Advertising through its ad-server and will be responsible for all aspects of ensuring Advertising is placed properly, on time, and targeted in accordance with the Insertion Order or other agreement made between Publisher Collective and the Advertiser. Publisher Collective shall seek the Partner’s prior approval for any Advertising that imposes upon the Partner obligations to the Advertiser other than to provide advertising space, such approval not to be unreasonably withheld.

• Partners Obligations

• • The Partner shall use reasonable endeavours to integrate with Publisher Collective’s systems, as notified to the Partner by Publisher Collective, by the end of the Onboarding Period.

• • The Partner agrees to make available the Advertising Space on every page which displays content on each of the Media.

• • The Partner agrees that the Advertising placed in accordance with clause 3.4 can be refreshed at intervals, either at the request of the Partner or for the purposes of increasing Advertising performance.

• • The Partner shall use reasonable endeavours to meet the Viewability Target. If the Partner does not meet the Viewability Target, Publisher Collective will require the Partner to change its Media in order to improve Viewability. The Partner agrees to make any such changes within 7 days of receiving such a request in writing.

• • The Partner shall be responsible for compliance with the Maximum IVT % on each of the Media. Where Publisher Collective detects that the Maximum IVT % has been exceeded it shall notify the Partner who will have 30 days to reduce the IVT. If the IVT remains above the Maximum IVT % then Publisher Collective shall be entitled to reduce the proportion of Net Revenue Received due to the Partner in accordance with clause 5.6 until such time as the Maximum IVT % is met.

• • When required and upon reasonable notice the Partner shall work with Publisher Collective and, if it appears necessary, Publisher Collective will request the Partner to work with the Advertiser, with whatever details the Advertiser or Publisher Collective requires to ensure that the Advertising runs in accordance with the applicable Insertion Order.

• • The Partner agrees that Publisher Collective may use the Partner’s details for the purpose of completing any documentation required by third party ad vendors to enable the monetisation of the Media through programmatic platforms.

• • From time to time Publisher Collective may require the Partner to make changes to its Media to enable compliance with external policies and emerging technological standards in respect of the placement of Advertising. The Partner agrees to make such changes to the Media within 7 days of receiving such a request in writing.

• • The Partner shall place the Ad Tags on the Media in accordance with the Contract. The Partner shall not alter or amend the Ad Tags.

• • The Partner agrees to pass all advertising leads back to Publisher Collective and will place a link on the footer of each Media that will refer to “Publisher Collective Ltd” as the advertising partner and give [email protected] as the sales contact for advertising activity.

• • The Partner shall immediately notify Publisher Collective in writing if it is no longer the owner or licensor of the Media.

• • The Partner shall ensure that during the term of the Contract none of the Media shall contain or promote any Prohibited Content.

• • The Partner agrees that, occasionally, Publisher Collective may need to adjust the Partner site’s CSS to enhance user experience and ensure optimal functionality.

• Billing & Payment

• • Subject to clause 5.5 and 5.6, Publisher Collective shall pay to the Partner the proportion of Net Revenue Received in accordance with the Advertising Representation Agreement, save that a minimum threshold of £50 must be reached before such payment becomes due and payable to the Partner.

• • Such payment will be made in full and cleared funds to the bank account nominated in writing by the Partner. Publisher Collective shall have no liability to account to the Partner for Net Revenue Received unless and until Publisher Collective has received payment from the Advertiser. The Partner is responsible for ensuring that complete and accurate payment details are provided to Publisher Collective.

• • Publisher Collective shall make payment in Pounds Sterling, Euros or US Dollars only.

• • Publisher Collective will provide the Partner with a Payment Invoice before the Payment Day.

• • Publisher Collective shall not be liable for and the Partner shall not be entitled to any payment based on:

• • • any Fraudulent Impressions generated by any person, bot, automated program or similar device or for fraudulent clicks similarly generated on any Advertising, as reasonably determined by Publisher Collective;
    • Advertising delivered to end users whose browsers have the advertisements disabled;
    • Impressions co-mingled with a significant number of Fraudulent Impressions or fraudulent clicks; or
    • any other breach of the Contract by Partner.

Publisher Collective reserves the right to withhold payment to the Partner or obtain a refund of any payment in the event of any breach of this clause 5.5 either directly or indirectly by the Partner.

• • Where the Partner has exceeded the Maximum IVT % under clause 4.5, Publisher Collective shall reduce the proportion of Net Revenue Received due to the Partner in line with the number of Fraudulent Impressions generated as a result of the IVT over the Maximum IVT %. The number of Fraudulent Impressions shall be based on the actual traffic to Impression rate on each Media. Unless otherwise stated, Publisher Collective will assume an actual traffic to Impression ratio of 1:3.

• Communication and responsiveness

• • Publisher Collective and the Partner agree to respond to each other’s communications requests on a best-efforts basis.

• • Unless otherwise agreed by Publisher Collective, if the Partner fails to respond to a communication from Publisher Collective within a seven (7) day period then Publisher Collective may suspend or terminate the Contract.

• Data Protection

• • Both parties will comply with all requirements of the Data Protection Legislation applicable to Data Controllers. This clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

• • Publisher Collective has the right to collect data, including user and device information, through identifiers on the Media and the Advertising served thereon. This data may be used by Publisher Collective and shared with Advertisers and third party service providers for the purposes of attribution, verification, reporting and advertising delivery optimisation and targeting.

• • In compliance with the Data Protection Legislation, the Partner must:

• • • post a Data Protection Legislation compliant privacy policy on each of the Media, indicating the terms under which the Partner collects data (including data collected via cookies) its policy on sharing data provided by the users of the Media with third parties (for advertising purposes or otherwise), and, if the Partner’s Media is aimed, in part, at a US audience, must comply with the additional children’s privacy law requirements in Appendix 2; and

• • • obtain the necessary consents to share such data, including consent for the collection, sharing and use of personal data for personalisation of advertisements, and where necessary, obtaining such consent from parents or legal guardians of children in accordance with applicable Data Protection Legislation.

• • Failure of the Partner to post a privacy policy that is compliant with the Data Protection Legislation, or the Partner’s failure to abide by its posted privacy policy, will constitute a breach of the Contract.

• • Unless the Partner expressly opts out in writing, Publisher Collective will implement a consent management tool on the Media for the purpose of obtaining user consent for cookies which are employed by Publisher Collective in relation to the placing of Advertising on the Media.

• • Where clause 7.5 applies, the Partner is responsible for informing Publisher Collective of any additional cookies used on the Media by the Partner and which should be listed in the consent management tool. Publisher Collective shall only be liable for obtaining appropriate consent in relation to the cookies which (i) it places on the Media or (ii) have been notified to it by the Partner.

• • In addition to the obligations under clause 7.3, the Partner must include the information set out in Appendix 1 in its privacy policy or make it available elsewhere on each of the Media.

• • For the avoidance of doubt, Publisher Collective shall be acting as a Data Controller and will not be processing Personal Data (where Personal Data has the meaning as defined in the Data Protection Legislation) as a Data Processor on behalf of the Partner during the term of the Contract.

• • The Partner agrees to indemnify and keep indemnified and defend at its own expense Publisher Collective against all Losses incurred by Publisher Collective or for which Publisher Collective may become liable due to any failure by the Partner or its employees or agents to comply with any of its obligations under this clause 7.

• Term & Renewal

• • The Contract takes effect on the Effective Date and, subject to clause 9, shall continue for the Trial Period and indefinitely thereafter unless:

• • • the Contract is terminated by either party giving at least one (1) month’s prior written notice to expire on the expiry date of the Trial Period; or

• • • following expiry of the Trial Period, the Contract is terminated by either party giving at least three (3) months’ written notice.

• Termination

• • Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

• • • the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;

• • • the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

• • • the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

• • • the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

• • Without affecting any other right or remedy available to it, Network N t/a Publisher Collective may terminate the Contract with immediate effect by giving written notice to the Partner if the Partner is no longer the owner or licensor of the Media.

• • Publisher Collective, in its sole discretion, may terminate and suspend all Advertising on the Media or any portion thereof at any time if it reasonably believes there has been a violation of the terms set forth in the Contract or for any other reason that Publisher Collective reasonably believes may adversely affect its Advertisers or the integrity of its network. Furthermore, Publisher Collective may terminate the Contract immediately, upon written notice, if the Partner monetizes its ad-space through another third party or directly through negotiated transactions with the Advertiser (unless agreed in writing in advance by Publisher Collective).

• • If Publisher Collective terminates the Contract under clause 9.1 or clause 9.2, Publisher Collective shall be entitled to retain the proportion of Net Revenue Received for each day’s default prior to termination of the Contract from any payment due to the Partner.

• • In the event that the Partner has been paid a proportion of Net Revenue Received prior to termination under clause 9.1 or clause 9.2, Publisher Collective shall have the right to recover on demand the payments made relating to such default.

• • On termination or expiry of the Contract, Publisher Collective shall pay to the Partner any outstanding Net Revenue Received which is due and payable to the Partner under the Contract in accordance with clause 5. For the avoidance of doubt, Publisher Collective shall not be required to make any payment to the Partner where the proportion of Net Revenue Received due under the final invoice is less than £50.

• Representations, Warranties and Covenants

• • The Partner hereby represents, warrants and covenants that:

• • • All of the information provided by the Partner to enter into the Contract is correct and up-to-date;

• • • It is the owner or licensor of the Media;

• • • Use of the Media by Publisher Collective or any Advertisers will not infringe upon any third party intellectual property rights;

• • • The Media does not and will not contain any content which violates any applicable law or regulation; and

• • • It has all necessary rights and authority to enter into the Contract and place Advertising, and authorise the placement of Advertising on the Media.

• Indemnification

• • In addition to its obligations under clause 7.9, the Partner and its successors and assignees shall on demand indemnify, defend, and hold harmless Publisher Collective, its affiliated companies, and its successors and assignees from and against any and all Losses in connection with a Claim that Publisher Collective may incur or suffer, which arises, results from, or relates to a breach by the Partner of any of its representations, warranties or covenants set forth in the Contract.

• Liability

• • The Partner acknowledges that Publisher Collective is not able to control the content of all Advertising and therefore shall not be liable for the content of any Advertising placed on the Media.

• • Nothing in these terms shall limit or exclude Publisher Collective’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors, fraud or fraudulent misrepresentation.

• • Subject to Clause 12.2, Publisher Collective shall not be liable to the Partner, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

• • • loss of profits;

• • • loss of sales or business;

• • • loss of agreements or contracts;

• • • loss of anticipated savings;

• • • loss of use or corruption of software, data or information;

• • • loss of or damage to goodwill; and

• • • any indirect or consequential loss.

• • Subject to Clause 12.2, Publisher Collective’s total liability to the Partner, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract, shall be limited to a monetary value equal to the proportion of the Net Revenue Received due to the Partner within the preceding twelve (12) months from the date on which Publisher Collective’s liability has been agreed between the parties or decided by a court of competent jurisdiction.

• Non-Solicitation

• • The Partner agrees that during the term and for twelve (12) months thereafter, it will not solicit, induce, recruit, encourage other companies to recruit or encourage  any employees of Publisher Collective or its subsidiaries to leave their employment, take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of Publisher Collective or its subsidiaries.

• General

• • Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party except as expressly provided in clause 4.7

• • Each party confirms it is acting on its own behalf and not for the benefit of any other person.

• • Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

• • The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

• • Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

• • Publisher Collective may change, modify or amend these Partner Terms and Conditions as it may determine in its reasonable discretion. To make such a variation, Publisher Collective shall notify the Partner by email of any revisions to the Partner Terms and Conditions not less than five (5) days prior to the effective date of such variation. If the Partner considers any proposed variation to be unreasonable it shall notify Publisher Collective in writing, otherwise the Partner shall be deemed to have accepted the revised Partner Terms and Conditions from the effective date of the variation.

• • If any provision or part-provision of the Contract 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. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

• • Save as expressly stated in the Contract, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

• • The Partner shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Publisher Collective.

• Notices

Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service or by email to the address specified in the Advertising Representation Agreement. Any notice or other communication shall be deemed to have been received if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address or if sent by pre-paid first class post or other next working day delivery service, at 9am on the second business day after posting or at the time recorded by the delivery service or if sent by email at 9am on the next business day after transmission.

• Governing law and jurisdiction

• • The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

• • Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Appendix 1 – Privacy Notice

https://www.publisher-collective.com/privacy-notice/

Appendix 2 – COPPA

• Partner acknowledges that if its Media knowingly collects personal information from children residing in the United States (as all terms are defined by COPPA), Partner is responsible for compliance with COPPA. Partner further acknowledges that its requirements under COPPA differ depending on which of the following categories applies to Partner’s Media:
  • Primarily child-directed. The Media’s primary target audience is children under the age of 13.
  • Mixed audience. The Media is deemed “web site or online service directed to children” (within the meaning of 16 C.F.R. § 312.2) but does not target children under 13 as its primary audience. .
  • General Audience. The Media is aimed at a general audience, appeals to all ages, does not target children under the age of 13, and Partner does not have actual knowledge that they are collecting information from children under the age of 13.

• Partner agrees to use good faith judgment in determining into which of the above categories Partner’s Media should be included, and to communicate that category, as well as any subsequent updates to that category, immediately to Publisher Collective. Partner acknowledges that because Publisher Collective collects information from Partner’s site in the course of providing services to Partner, that Publisher Collective must also comply with COPPA where applicable. Partner agrees to provide Publisher Collective with reasonable assistance in determining Partner’s Media category under COPPA, including responding completely and accurately to Publisher Collective’s COPPA questionnaires and allowing for reasonable audits of Partner’s children’s privacy practices from time to time, as Publisher Collective deems appropriate.
• Partner acknowledges that Publisher Collective has the right, in addition to soliciting Partner’s representations regarding the category of Media it operates, to perform its own assessment of Partner’s Media and the category within which it falls. If there is a conflict between the parties regarding the category of the Media, the parties agree to work together in good faith to come to an agreement on the category.
• Publisher Collective and Partner agree that Partner’s Media falls into the following category:
  • Primarily child-directed
  • Mixed audience without age gate.
  • General Audience.
• Based on the category selected above, Partner agrees to the following additional terms, as applicable.

• • Primarily Child-Directed. If Partner’s Media is in this category, Partner acknowledges that it is obligated by COPPA to treat all Media users as if they are children under the age of 13, and to provide notice and obtain verifiable parental consent (as required under COPPA) before collecting any personal information from such children. Partner is also obligated to present a specific children’s privacy policy on its Media, or include specific children’s privacy provisions in its main privacy policy. Publisher Collective and Partner agree that Publisher Collective will only serve contextual advertising that does not collect or use any personal information under COPPA unless Publisher Collective is collecting and using such personal information solely in providing services to Partner.

• • Mixed Audience. If Partner’s Media is in this category, Partner acknowledges that it is obligated by COPPA to either: (1) treat all Media users as if they are children under the age of 13, and to provide notice and obtain verifiable parental consent before collecting any personal information from such users; or (2) utilize a neutral age-gate mechanism that requires users to enter their full birth day, year, and month and does not limit which years the users can select; and refrain from collecting personal information from users that indicate a birthdate under 13, unless they comply with the parental notice and consent requirements of COPPA must be followed. Partner is also obligated to present a specific children’s privacy policy on its Media, or include specific children’s privacy provisions in its main privacy policy. In such circumstances, Publisher Collective and Partner agree that Publisher Collective will only serve contextual advertising that does not collect or use any personal information under COPPA unless either: (1) Publisher Collective is collecting and using such personal information solely in providing services to Partner; or (2) Publisher Collective and Partner can determine a way for Partner to signal to Publisher Collective which users are under 13 and which users are 13 or older, such that Publisher Collective only serves its full suite of advertising services to users 13 and over.

• • General Audience. If Partner’s Media is in this category, Partner acknowledges that COPPA will only be applicable to it to the extent that it knowingly collects personal information from children under 13. COPPA does not obligate Partner to ask for age information from users, but if Partner uses an age-gate mechanism on its Media, the age gate must be designed in a neutral manner (meaning it does not limit which years the users can select), and if a user indicates an age under 13, Partner must either block that user from use of the Media or comply with COPPA’s notice and consent provisions regarding that user. If Partner gains actual knowledge of users under 13 using its Media other than through an age gate mechanism, Partner must either remove those users from its Media or comply with COPPA’s notice and consent requirements. If Partner’s Media is a General Audience Media, Partner and Publisher Collective agree that Publisher Collective can serve its full suite of advertising services to all users of the Media, unless Partner notifies Publisher Collective that a particular user is under 13. Partner agrees that if it obtains actual knowledge of a user under 13 on its Media and proceeds to allow that user to continue using the Media, Partner shall notify Publisher Collective immediately using a pre-determined method by which Partner can signal to Publisher Collective which users are under 13. As a General Audience Media, Partner agrees to include the following in its privacy policy:

• • • This website is intended for a general audience and not for children under the age of 13. If we become aware that we have collected “personal information”,  as defined by the United States Children’s Online Privacy Protection Act (“COPPA”) from children under the age of 13 without legally valid parental consent, we will take reasonable steps to delete it as soon as possible. If you have reason to believe that a child under the age of 13 has provided personal information to us in a manner non-compliant with COPPA please contact us at [INSERT EMAIL ADDRESS] and we will endeavor to delete that information from our databases. We also comply with other age restrictions and requirements in accordance with applicable local laws.

• Partner acknowledges and agrees that this appendix is not a substitute for obtaining independent legal advice regarding Partner’s obligations under COPPA.
• In the event that Partner: (1) knowingly or recklessly misrepresents the category of its Media to Publisher Collective; (2) fails to immediately inform Publisher Collective of known users on Partner’s Media under the age of 13; (3) fails to immediately notify Publisher Collective in the event that it believes its Media category has changed; or (4) violates the terms of this Appendix and/or COPPA, in addition to its obligations under clause 7.3 and clause 11 of the Terms and Conditions, Partner agrees to fully defend any claim, suit, or governmental action brought against Publisher Collective by an unaffiliated third party arising from Partner’s breach of this provision (“COPPA Claim”) and pay costs and damages (including reasonable attorneys’ fees) finally awarded against Publisher Collective or agreed in settlement by Publisher Collective directly attributable to such COPPA Claim and will bear all reasonable costs of the investigation and defense of the claim. Notwithstanding the foregoing, Partner will have no defense or indemnification obligations for a COPPA Claim, and no liability of any other kind, based on claims, losses, or damage arising from Publisher Collective’s breach of this Appendix or COPPA.