Terms and Conditions

Inventory Partner General Terms and Conditions (After 1 October 2024)

Data Processing Agreement (DPA)

Inventory Guidelines

Inventory Partner General Terms & Conditions (Before 30 September 2024)

Inventory Partner – General Terms and Conditions

These general terms and conditions (the “General Terms and Conditions”), including the Inventory Guidelines located at Inventory Guidelines [1] and the Data Processing Addendum (the “DPA”) located at DPA [2], are between iion Digital Pty Ltd (ABN 47 621 792 443), located at Level 3, 31 Alfred Street, Sydney NSW 2000 Australia (the “iion”), and the Inventory Partner, as identified in the Insertion Order (the “IO”), each referred to individually as a “Party” or collectively as the “Parties”.
These General Terms and Conditions, the Inventory Guidelines, the DPA, and the IO, shall all together form the “Agreement”. In the event of any inconsistency between the terms herein and the IO, the terms in the IO shall prevail.

Inventory Guidelines [1]
Data Processing Agreement (DPA) [2]

iion Digital Pty Ltd enters this Agreement as a signing entity on behalf of iion’s affiliates, as identified in the Insertion Order. The iion affiliate identified in the Insertion Order is referred to hereafter as “iion”, providing the services and invoicing as further detailed below.

The parties resolve to enter into this Agreement in accordance with the following clauses and conditions:

DISCLOSURES

Please read this Agreement carefully before you accept. iion draws Inventory Partner’s attention to:

  • clause 1.2 (Term) and the fact that this Agreement will automatically renew for successive 1 month periods unless Inventory Partner terminate in accordance with clause 8;
  • clause 4.7 (Pricing Changes) which sets out how iion may change its billing, pricing and payment structure;
  • clause 4.9 (Payment Conditions and Adjustments) which sets out the conditions relating to iion’s payment to the Inventory Partner;
  • clause 10 (Disclaimer) which sets out iion’s disclaimer in relation to the Service(s);
  • clause 11 (Exclusions and Limitations on Liability) which sets out exclusions and limitations to iion’s liability under this Agreement; and
  • clause 14.2 (Modification) which sets out how iion may modify this Agreement.

This Agreement does not intend to limit Inventory Partner’s rights and remedies at law, including any consumer law rights.

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CLAUSE ONE – TERM

1.1. Effective Date. This Agreement becomes binding and effective upon the earliest of: (1) when Inventory Partner accesses or uses the Services, or (2) when Partner enters the IO with iion (the “Effective Date”). By completing one of the above, Inventory Partner agrees to all the terms and conditions contained in this Agreement, including annexes and addendums. If Inventory Partner disagrees with any of the terms of this Agreement, Inventory Partner should immediately discontinue use of the Ad Platform. The continued use will be considered a tacit acceptance of the Agreement.

1.2. Term. The term of this Agreement (the "Initial Term") shall commence on the Effective Date and shall continue for a period of twelve (12) months thereafter. Upon the expiration of the initial 12-month period, this Agreement shall automatically renew for successive 1-month periods (each a “Renewal Period”), unless terminated in accordance with Clause 8. The Agreement shall remain in effect until terminated as provided in Clause 8.“Renewal Period”),month periods unless terminated in accordance with Clause 8. The Agreement shall remain in effect until terminated as provided in Clause 8.

CLAUSE TWO – SERVICES 

2.1. Ad Platform. iion offers an online platform that enables publishers, ad networks and supply side platforms (the “Inventory Partners”) to market and sell their digital and mobile advertising inventories and receive advertisements for display on their digital properties through a yield management service (the “Ad Platform”). 

2.2. Properties. The Inventory Partners are compensated for the placement of advertisements on and/or in their inventory, web and mobile properties such as video games, cloud streaming games, websites, apps, games blogs, widgets, applications, and other technologies or platforms (the "Properties"). The Inventory Partners will comply with all ad placement restrictions set forth in the Inventory Guidelines.

2.2.1. If the Inventory Partner is not the owner of the Properties on which the ads are displayed through the Ad Platform, the Inventory Partner warrants that it (i) holds the necessary and requisite rights to the Properties and content appearing therein; and (ii) can use the Properties for the purposes of the Agreement. The Partner will be responsible for ensuring that the conditions for using the Ad Platform are complied with by its users and the Inventory Partner shall ensure that the Ad Platform users comply with the terms of this Agreement.

2.3. Advertisements. iion may serve advertisements (the "Advertisements") on any of the Properties that the Inventory Partner has enabled for this purpose (the “Enabled Properties”). The specific Enabled Properties will be agreed in writing from time to time by email. These Advertisements will be displayed using the iion Ad Platform. Advertisements may include demand from third-party platforms (e.g. direct advertisers, agencies, ad networks, ad servers) that are monetized through the Ad Platform (the “Demand Sources”). Inventory Partner obtains no right, title, or interest in and to any advertising content delivered through the Ad Platform or information gathered from the abovementioned third-party platforms resulting from the Service(s) (as defined in clause 2.4).

2.4. Services. This Agreement applies to iion’s advertising integration solutions, which are available on the Ad Platform and enable the Inventory Partner to monetize its ad inventory (each a "Service" and collectively “Services”). The primary distinction between the Services lies in the implementation method; however, the core function of each Service remains the same: enabling the monetization of the Inventory Partner’s ad inventory. The specific Service(s) to be provided by iion will be agreed to in writing between the Parties through the IO and/or via email, and will be provided in accordance with this Agreement. The Inventory Partner may subscribe to one or more Services at the same time and/or decide to add new Services during the Term of this Agreement. 

CLAUSE THREE – LICENSE 

3.1. Grant. During the Term, iion grants to Inventory Partner a non-exclusive, revocable, non-transferable, non-sublicensable right to use the Service(s) solely as described in this Agreement, exclusively in connection with the Enabled Properties. This Agreement applies to the Inventory Partner’s use of the Service(s) for itself and on behalf of any Inventory Partner clients, provided that such use must be in accordance with these General Terms and Conditions.

3.2. Limits. As between iion and Inventory Partner, iion owns all rights, titles, and interest in and to the Service(s), including future developments and enhancements. Aside from the license granted immediately above, iion does not grant Inventory Partner any other license, express or implied.  iion reserves all rights not expressly granted hereunder, including the right to continually evolve the Service(s) and all related technologies. Inventory Partner will not reproduce, distribute, modify, prepare derivative works of, translate, reverse engineer, reverse compile, disassemble the Service(s) or any portion thereof, or otherwise attempt to derive source code, functionality, or business processes of iion’s technology. Under no circumstances may Inventory Partner use the Service(s) for benchmarking, gathering data on the performance of the Service(s) or iion systems, or competitive intelligence. Inventory Partner will not remove, obscure, or alter iion’s copyright notice, trademarks, or other proprietary rights notices affixed to or contained within any aspect of the Service(s) (including, without limitation, the display of iion’s brand features with Advertisements, as applicable).

CLAUSE FOUR – COMPENSATION

4.1. CMP Rates and Currency. Specific conditions of payment, such as CPM rates, are as set in the IO, the Ad Platform or as otherwise agreed in writing by iion. If currency information is not otherwise specified, the default currency is US Dollars.

4.2. Monthly Payment. iion will pay Inventory Partner a monthly fee based on the number of Sold Impressions (as defined on clause 4.3 below) or other forms of permitted interactions with Advertisements displayed in connection with the Enabled Properties, as determined by iion in its sole discretion. Under no circumstance will external reports or figures be taken into consideration when calculating payment. iion’s impression counts and record of the price per impression will be decisive, provided that with respect to any discrepancy between the Parties’ impression counts that amounts to more than ten percent (10%), the parties shall discuss promptly in good faith to reconcile such impression count. iion will make such payment to Inventory Partner as outlined in the IO. iion may hold any payment until the cumulative amount owed to Inventory Partner totals at least five hundred dollars ($500).

4.3. Sold Impression. As used herein, a "Sold Impression" means the serving by iion of an Advertisement on the Enabled Properties, as determined by iion. For the purposes hereof, an Advertisement is not deemed served until it is fully- loaded to the Properties (e.g., if the end-user leaves the page before the Advertisement is fully loaded, it is not deemed an Impression). If an ad fails to load due to the browser’s technical limitations (e.g. Javascript or Flash disabled), then this event will not be deemed a Sold Impression.

4.4. Deductions and Taxes. Each party is responsible for bearing their own banking fees. Any bank fees related to returned or cancelled cheques due to a contact or payment information error or omission by the Inventory Partner may be deducted from the newly issued payment. iion will not reimburse Inventory Partner for any bank fees incurred, including foreign transfer or intermediate bank fees. Each Party is responsible for paying their own applicable sales, use, or other taxes or duties, tariffs, etc. applicable to the Service(s).  Therefore, any applicable taxes are excluded from the payments listed within the Ad Platform and are added during the final processing of payment, if you have provided the necessary Payment Information.

4.5. Payment Platform. In order to set up the payment details, Inventory Partner shall provide a billing email and billing contact person, as requested in the IO which constitute part of this Agreement. Any delay of the Inventory Partner in providing the information required in the IO may cause delays in the payment. Upon receipt of this information, iion will input it into iion's payment provider, a secure payment platform (the “Payment Platform”), which will then send an email to Inventory Partner requesting it to join the platform and create its account. Upon receipt of the above-mentioned email, Inventory Partner shall set up their banking details within the Payment Platform. Inventory Partner acknowledges and agrees that it is solely responsible for entering accurate information into the Payment Platform and for maintaining the security of its login credentials. 

4.5.1. iion shall not be liable for (a) any issues arising from incorrect information entered by Inventory Partner into the IO or into the Payment Platform; (b) any unauthorized access of Inventory Partner’s account on Payment Platform; and neither for (c) any eventual compromise suffered by Inventory Partner’s bank account. 

4.6. Third parties. Unless otherwise approved by iion, in its sole discretion, iion will not tender payment to third parties on behalf of Inventory Partner.

4.7. Pricing Changes, Disputes and Records. iion may change its billing, pricing, and payment structure at any time; provided, however, that iion will use commercially reasonable efforts to notify the Inventory Partner in advance of any such change. If the Inventory Partner disputes any payment, the Inventory Partner must notify iion in writing within 30 days after receiving the invoice. Failure to so notify iion will result in the waiver by the Inventory Partner of any claim relating to any such disputed payment. Any amount owed to the Inventory Partner by iion may be offset by amounts the Inventory Partner owes to iion.

4.8. Prohibited Activity. iion is not liable for any payment if the Inventory Partner has violated any provisions under Clause 6.3. 

4.9 Payment Conditions and Adjustments. Payment to the Inventory Partner is conditioned upon iion’s receipt of payment from its customers or any other media buyers. Notwithstanding the foregoing, if payment is made in advance by iion to the Inventory Partner, iion shall be entitled to deduct any uncollected amounts, amounts related to fraudulent activity, or amounts collected but subsequently reimbursed from any payments due to the Inventory Partner in the future. In those cases, if the Inventory Partner ceases to generate ad inventory or engage with iion in a way that iion will not be able to deduct any such amounts, iion shall have the right to issue invoices to the Inventory Partner to recover such amounts. In such cases, the Inventory Partner shall promptly remit payment to iion upon receipt of the invoice.

CLAUSE FIVE – TECHNICAL SPECIFICATIONS

5.1. Specifications. The Inventory Partner will comply with the specifications provided by iion from time to time to enable proper delivery, display, tracking, and reporting of Advertisements in connection with the Enabled Properties, including, without limitation, by implementing the Ad Platform integration points, Advertisements, and other requirements provided by iion. 

5.2. Format. All Advertisements will be presented by iion to users of the Enabled Properties in the formats generally offered by iion, as further described in the applicable Inventory Guidelines. The Inventory Partner understands that iion may modify the content, navigation, presentation, and any other aspect of an Advertisement from time to time, in its sole discretion.

5.3. Display. The Inventory Partner will display, or allow the display of, each Advertisement in the form and format delivered by iion without modification. The Inventory Partner will not: (i) edit, modify, or otherwise alter any Advertisement or the information or interactive experience contained in any Advertisement; (ii) bypass or filter any Advertisement; or (iii) frame, minimize, or otherwise inhibit the full and complete display of any Advertisement, including any interactive experience (e.g., takeover experience) generated by an Advertisement. The Inventory Partner will implement and maintain any integration points, formatting, and code reasonably requested by iion when running the Advertisements in order to measure the reach and performance of the Advertisements and optimize the layout and load time of the Enabled Properties.

5.4. Ad Placement. Advertisements will be subject to the placement guidelines (if any) established by iion from time to time in its sole discretion.

5.5. Inquiries. The Inventory Partner shall direct any inquiries related to the Advertisements placed on the Enabled Properties through the Ad Platform exclusively to iion, and not to any third parties, including but not limited to Advertisers.

CLAUSE SIX – RESPONSIBILITIES

6.1. Properties. The Inventory Partner is solely responsible for its Enabled Properties, including: (i) all content and materials, maintenance, and operation of the Enabled Properties; and (ii) the proper integration of the Ad Platform with the Enabled Properties.

6.2. Content. Inventory Partner shall comply with the Inventory Guidelines, which are hereby incorporated into this Agreement. The Inventory Partner's Enabled Properties will not: (i) include Inappropriate Content (as defined in the Inventory Guidelines); (ii) infringe, violate, or misappropriate any third party's intellectual property rights, privacy, or rights of publicity; (iii) operate in a manner that violates any law, statute, ordinance, or regulation (including, without limitation, any relevant data protection or privacy laws); and (iv) implement lion’s technology or display any Advertisement on any website other than as approved by iion. 

6.3. Misuse of Technology. The Inventory Partner agrees not to, and will not authorize or encourage any third party to:

  1. Fraudulent Activity: Directly or indirectly generate impressions, clicks, conversions, engagements, or other interactions on any Advertisement or content through fraudulent, deceptive, or artificial means, including, but not limited to, automated bots, click farms, incentivized traffic, or other means that do not reflect genuine user interest (the "Invalid Traffic").
  2. Ad Interference: (a) Manipulate, alter, minimize, or otherwise inhibit the full and complete display of any Advertisement or the web page it links to (the "Advertiser Page"); (b) Redirect users away from any Advertiser Page, provide a different version of the Advertiser Page, or insert any unauthorized content between the Advertisement and the Advertiser Page.
  3. Unauthorized Content: (a) Display Advertisements on any platform, website, web page, application, or content that contains any material that is pornographic, violent, hate-related, discriminatory, illegal, or otherwise offensive as determined in iion’s sole discretion; (b) Serve or display any Advertisement on error pages, chat pages, emails, or non-consensual pop-ups.
  4. Data Misuse: (a) Engage in the unauthorized collection, storage, or use of data from any Advertisement or any content associated with the Advertisement, including but not limited to scraping, crawling, or caching data; (b) Use any device, software, or routine to interfere with the proper functioning of the Ad Platform or to circumvent any technological measures designed to protect iion’s intellectual property, systems, or user data.
  5. Multiple Accounts and Unapproved Activity: (a) Operate multiple accounts within the Ad Platform without prior written approval, or engage in any activity that artificially inflates performance metrics; (b) Engage in any unapproved paid search or paid display activities (e.g., search engine marketing, search engine optimization, or other paid efforts) that drive traffic to Advertisements or related content without express approval from iion.

6.3.1. "Invalid Traffic" means any interaction with Advertisements that is generated by automated tools, deceptive practices, or other fraudulent means, including but not limited to traffic: (i) from sources under the Inventory Partner’s control; (ii) solicited by unauthorized payments; (iii) that is generated through misrepresentation or false incentives; or (iv) is otherwise acquired in violation of these General Terms and Conditions.

6.3.2. iion shall determine the validity of all traffic, at its reasonable discretion, using industry-recognized third-party tools and internal tools and reporting. If iion, in its reasonable discretion, considers that the traffic is in breach of the above provision, iion will not count the impression and/or will have no obligation to make payments with respect to any impression generated in breach of the above provision.

6.3.3. In the event of a breach of this clause 6.3, iion reserves the right to immediately terminate this Agreement without prior notice, withhold any unpaid amounts owed to the Inventory Partner, and pursue any other remedies available under law or equity.

6.4. Acknowledgement. iion is not responsible for the Enabled Properties, including, without limitation, the receipt of queries from users of the Enabled Properties and the transmission of data between the Enabled Properties and iion. iion is not obligated to provide notice to the Inventory Partner if Advertisements are not displayed properly to users of the Inventory Partner's Properties. iion does not exercise any control over the advertising content submitted or published by advertisers.

6.5. No Guarantee. iion makes no guarantee regarding the number or level of Impressions or other interactions of Advertisements, the timing of delivery of such Impressions or other interactions, or the amount of any payment to be made to Inventory Partner. iion will fill each impression according to best market standard and conditions at the time, but it cannot ensure that every impression or category of impressions will be filled or filled at a certain price. Inventory Partner acknowledges that iion has no control over (and is merely a passive conduit with respect to) any advertising content that may be submitted or published by any advertiser. Inventory Partner acknowledges that iion has no responsibility for reviewing the content of individual Advertisements appearing on Enabled Properties and that Inventory Partner should notify iion in writing (eg. Email) of any categories that should be blocked. Inventory Partner acknowledges that ad blocking relies upon accurate ad categorization by the advertiser and that iion has limited control over this.

6.6. Compliance. Each party will comply with all applicable laws and regulations (iion as to its provision of the Service and Inventory Partner as to its use of the Service). Furthermore, iion represents and warrants that it will use all reasonable efforts to ensure that the Service (a) will not introduce viruses or other malware to websites, apps and other digital properties with which Inventory Partner uses for itself or on behalf of its clients, to the Inventory Partner’s systems or to end users, and (b) will not infringe, violate or misappropriate any third party’s intellectual property or other rights. Inventory Partner agrees that all websites, apps and other digital properties with which Inventory Partner uses the Service for itself or on behalf of its clients, (a) will comply with all applicable laws and regulations, including but not limited to the Children’s Online Privacy Protection Act (“COPPA”), (b) will not contain content or materials that are misleading, libelous, obscene, invasive of others’ privacy, or hateful (racially or otherwise), (c) will use all reasonable efforts to ensure that such websites, apps and other digital properties do not introduce viruses or other malware to the Service or iion systems or end users, and (d) will not infringe, violate or misappropriate any third party’s intellectual property or other rights. Inventory Partner will not make any inventory available through the Service if the end users of such inventory cannot lawfully be tracked, or have not provided Inventory Partner with sufficient permission or consent to enable the Service to track, using a persistent identifier for purposes of receiving advertising targeted on the basis of such end user’s online behavior. Inventory Partner grants iion permission to implement the Service and, to the extent required, access third party services utilized by Inventory Partner or end users of Inventory Partner in connection with this Agreement. Inventory Partner will not use the Service in a manner that violates its agreements with third parties or could reasonably be expected to damage the Service or reflect unfavourably on the reputation of iion or its clients. Inventory Partner will not share access or passwords to any iion system with any third party. iion reserves the right to immediately stop accepting ad requests through the Service from any websites, apps or other digital properties.

CLAUSE SEVEN – DATA AND DATA PROTECTION

7.1. Purposes for Processing.  Subject to the DPA, the Parties acknowledge and agree that any information shared by the other Party or collected in connection with this Agreement may only be used in accordance with the purposes for processing set out in Schedule 1 of the IO (Data Processing Details) (the “Purposes for Processing”).

7.2. Advertiser Information. Inventory Partner will have access to detailed information about buyers in the Service(s), including but not limited to their bidding activity. Inventory Partner will only permit Inventory Partner employees who are directly involved in using the Service(s) to access such information, will only use this information for the purpose of selling inventory through the Service(s) and will treat such information as Confidential Information (as defined on Clause 13).

CLAUSE EIGHT – TERMINATION

8.1. Termination. Either party may terminate this Agreement with or without cause upon 10 (ten) days written notice to the other party. Upon such termination, Inventory Partner’s right to use the Service shall immediately terminate. For avoidance of doubt, Inventory Partner may stop sending ad requests through the Service(s) at any time. Inventory Partner will have access to reporting for one (1) year following termination date.

8.2. Termination for breach. This Agreement will terminate immediately upon written notice by a Party (“Non-Defaulting Party”) if the other Party (“Defaulting Party”) breaches a material term of this Agreement and that breach has not been remedied within 10 business days of the Defaulting Party being notified of the breach by the Non-Defaulting Party.

8.3. Termination Effects. Upon termination: (i) each party will cease using each other's corporate name and logo; (ii) Inventory Partner will remove the Ad Platform integration points (including, but not limited to, ad tags and end points) from the Enabled Properties; (iii) any undisputed final payment will be made in accordance with these General Terms and Conditions; (iv) each Party will promptly return, delete or destroy any information, documentation or material (this includes Confidential Information or any Intellectual Property) owned by the other Party that is in its possession or control, subject to any rights it may have to any Intellectual Property in accordance with clause 13 (Confidentiality); (v) Clauses 6.3 (Misuse of Technology), 9 (Representations and Warranties), 10 (Disclaimer), 11 (Exclusions and Limitations on Liability), 12 (Indemnification), 13 (Confidentiality) and 14 (Miscellaneous) will survive and remain in effect.

CLAUSE NINE – REPRESENTATIONS AND WARRANTIES

9.1. Mutual. Each Party represents and warrants to the other that: (a) it has all requisite right, power, and authority to enter into this Agreement and perform its obligations; (b) this Agreement has been duly authorized, executed and delivered by such Party, and constitutes its legal, valid and binding obligations enforceable against it in accordance with its terms; and (c) it is duly incorporated, validly existing, and in good standing as a company under the laws of the jurisdiction of its formation.

9.2. Inventory Partner’s Representations and Warranties. Inventory Partner represents and warrants now and in the future that: (a) Inventory Partner is the owner of each Enabled Property or is legally authorized to act on behalf of the owner of such Property for the purposes of the participation by each Enabled Property in the Service(s); (b) all content and other aspects of the Enabled Properties: (i) comply with all applicable laws, statutes, ordinances, and regulations; (ii) do not breach any duty toward or rights of any person or entity including, without limitation, intellectual property rights or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) comply with the Inventory Guidelines.

CLAUSE TEN – DISCLAIMER

THE SERVICE(S), INCLUDING ANY DOCUMENTATION, IS PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; INTER ALIA, iion DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR- FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SERVICE WILL MEET INVENTORY PARTNER'S REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA OR REPORTING WILL BE ACCURATE, RELIABLE OR FREE FROM LOSS; OR (D) THE SERVICE OR THE INFRASTRUCTURE THAT MAKES THE SERVICE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS EXPLICITLY STATED HEREIN, EACH PARTY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NONINFRINGEMENT, TITLE, COURSE OF DEALING OR PERFORMANCE.

CLAUSE ELEVEN – EXCLUSIONS AND LIMITATIONS ON LIABILITY

11.1. NO CONSEQUENTIAL DAMAGES. SUBJECT TO SECTION 11.3, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING FOR THE INDIRECT LOSS OF PROFIT OR REVENUE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2. LIABILITY CAP. EXCEPT AS PROVIDED HEREIN AND FOR IION’S PAYMENT OBLIGATIONS, GUARANTEES AND SERVICES ALREADY RENDERED, NEITHER PARTY’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL EXCEED THE AMOUNT PAID TO INVENTORY PARTNER BY iion UNDER THIS AGREEMENT FOR THE SIX MONTHS PRIOR TO THE DATE THE LIABILITY FIRST AROSE.

11.3. EXCEPTIONS FROM EXCLUSIONS AND LIMITATIONS. NOTWITHSTANDING ALL OF THE FOREGOING, THE  LIABILITY CAP UNDER CLAUSE 12 FOR BREACHES OF CLAUSES 7 OR 13 OR IN CASES OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF EITHER PARTY IS FIVE HUNDRED THOUSAND US DOLLARS (500.000 USD).

11.4. ACKNOWLEDGEMENT. EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

CLAUSE TWELVE - INDEMNIFICATION

12.1. Mutual. Each party will indemnify, defend and hold harmless the other party and its directors, officers, employees and agents and its and their respective successors, heirs and assigns against any liability, damage, loss or expense (including reasonable attorneys’ fees and expenses of litigation) (collectively, “Losses”) incurred by or imposed in connection with any third-party claim, suit, action, demand or judgment (“Claim”) arising out of or in connection with any: (a) allegation which, if true, would constitute a breach by such party of this Agreement; (b) breach of applicable Laws (other than violations of patent laws) by such party; or (c) wilful misconduct or fraud on the part of such party or any of its Affiliates. Notwithstanding the preceding sentence, you will indemnify, defend and hold harmless Amazon for any Claim based on any Ad placed on Properties and for any Malware delivered to Amazon or onto any Property.

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12.2. Indemnification Process. The party seeking indemnification shall provide prompt written notice of any claim of which it becomes aware (provided that a failure or delay in providing such notice will not relieve the indemnifying party’s obligations except to the extent such party is prejudiced by such failure or delay). Indemnitor shall have sole control and authority with respect to the defense and settlement of any such claim, provided that Indemnitor shall not settle any matter subject to an indemnification without first obtaining indemnitee’s express written approval, such approval not to be unreasonably withheld. Indemnitee shall cooperate fully with indemnitor, at indemnitor’s sole cost and expense, in the defense of any such claim. Indemnitee may participate in the defense of any claim through its own counsel, and at its own expense. Indemnitee shall not make any public statement related to the claim during its pendency, absent the indemnitor’s prior written consent, or prejudice to the indemnitee’s defense of the claim.

CLAUSE THIRTEEN – CONFIDENTIALITY

13.1. “Confidential Information” will include: (a) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (b) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. For the avoidance of doubt, data regarding the performance of the Service(s) and iion systems is iion Confidential Information; and the terms of this Agreement are the Confidential Information of each Party, therefore it shall not be disclosed by one Party without the prior written consent of the other Party. Recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. Recipient shall not disclose Confidential Information to anyone except an employee, agent, affiliate, or third party (collectively, the “Representatives”) who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this clause. In any event, the Recipient shall remain responsible for the acts or omissions of its Representatives to the same extent as if such acts or omissions were performed by the Recipient. Notwithstanding anything contained in this Agreement to the contrary, the term “Confidential Information” will not include information which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of Recipient; (iii) was rightfully in Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to Recipient by Discloser; (iv) was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information; or (v) was communicated by Discloser to a third party free of any obligation of confidentiality. 

13.2. Notwithstanding the foregoing, the Recipient may disclose Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by applicable Laws, or as necessary to establish the rights of either party under this Agreement; provided, however, that both Discloser and Recipient will stipulate to any orders necessary to protect such information from public disclosure. The Parties’ obligations with respect to Confidential Information shall expire 5 years from the date of termination or expiration of this Agreement, unless a longer period of protection applies under applicable law, either as trade secret information or otherwise. Without derogating from any other remedies available under applicable law or agreement, either Party shall be entitled to obtain an injunction restraining any violation, further violation or threatened violation of the obligations set forth in this clause.

CLAUSE FOURTEEN - MISCELLANEOUS

14.1. Publicity. Neither party will make any public statement or issue any press release or publish any materials regarding this Agreement or the relationship contemplated by this Agreement without the prior written consent of the other party in each instance. Notwithstanding the above, either Party may use the other’s name and logo in marketing/sales materials relating to the Service(s) disclosed to its partners and potential customers. Each party may review use of its trademarks by the other party on request. 

14.2. Modification. iion may modify any of the terms and conditions contained in this Agreement at any time and in its sole discretion by notifying Inventory Partner. If the Inventory Partner does not raise any objections to the modifications within thirty (30) calendar days following notification, the changes will be deemed accepted, and the modifications will become effective. The continued use of the Service(s) by the Inventory Partner following any change to this Agreement will constitute a binding acceptance of the change. If any modification is unacceptable to Inventory Partner, its only recourse is to terminate this Agreement.

14.3. Arbitration. A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the relevant Parties are unable to resolve the Dispute or agree on an alternate method to resolve the Dispute, the Dispute may be referred by either Party (by notice in writing to the other Party) to arbitration in accordance with the Australian Centre for International Commercial Arbitration (ACICA) rules. Once a Dispute has been referred to the ACICA, the Parties agree to be bound by the decision of the ACICA. The seat of arbitration shall be Sydney, Australia.  The language of the arbitration shall be English. The number of arbitrators shall be one.

14.4 Governing Law/Jurisdiction. This Agreement will be governed by, and interpreted in accordance with, the laws of New South Wales, Australia, with respect to issues of contract enforceability and interpretation, without reference to conflict of laws principles. In the event of a dispute, each party submits itself to the exclusive jurisdiction of New South Wales, Australia. The prevailing party is entitled to reasonable attorneys’ fees and costs. The dispute will be kept confidential except as required by applicable law.

14.5. Assignment. This Agreement cannot be transferred or assigned without prior written consent of the non-assigning party; provided, however, that either party may assign this Agreement to: (a) an acquirer of substantially all of that party’s assets, stock or business by sale, merger or otherwise; or (b) to a corporate affiliate, each upon prior written notice to the non-assigning party.

14.6. Partial Invalidity. If any provision of this Agreement is held invalid by a court with jurisdiction over this Agreement, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties, and the remainder of this Agreement will remain in full force and effect.

14.7. Waiver. Neither party’s failure to enforce any provision of this Agreement will constitute a waiver of such party’s rights to subsequently enforce the provision.

14.8. Independent Contractors. The relationship between iion and Inventory Partner established by this Agreement is that of independent contractors, and nothing contained in it will be construed to constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking, or allow either Party to create or assume any obligation on behalf of the other Party. All financial obligations associated with a Party's business are the sole responsibility of such Party. Neither party will represent itself to be an employee, representative, or agent of the other party. Neither Party will have the authority to enter into any agreement on the other Party’s behalf or in the other Party’s name or otherwise bind the other Party to any agreement or obligation. Each Party will be fully responsible for the acts, omissions, and performance of any of its contractors, agents or services provider used by such party in connection with this Agreement.

14.9. Force Majeure. Neither party will have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, and power failures.

14.10. Notices. Any notice or other communication to be given hereunder will be in writing and given via email or posting to the emails or physical addresses informed in the IO, or to such other email or physical addresses specified in writing. The date of receipt will be deemed (a) in the case of email, the date on which the sender receives the confirmation of delivery; (b) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt, or (c) three days after being deposited in the Australian mail for delivery by registered or certified mail, return receipt requested, with postage prepaid to the recipient's address as stated during the on-boarding process.

14.11. Entire Agreement. This Agreement includes all documentations, specifications and terms that iion makes available to Inventory Partner (e.g. the Inventory Guidelines). This Agreement will constitute the entire agreement of the parties.

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Inventory Partners – Data Processing Addendum

This Data Processing Addendum, together with Schedule 1 of the Insertion Order (the “IO”), forms an integral part of the Data Processing Addendum (the “DPA”), which is made and entered into as of the Effective Date (as identified in the IO) by and between the Inventory Partner, as identified in the IO (the “Disclosing Party”), and iion Digital Pty Ltd, as identified in the IO (the "Receiving Party"), hereinafter jointly referred to as the “Parties” and individually as a “Party.”

WHEREAS:

  1. the Parties formalized the terms of the provision of, by the Receiving Party, a supply-side platform and associated advertising services, intended for the monetization of the Disclosing Party’s digital advertising inventory (respectively, the “Agreement” and the “Provision of Services”);
  1. the Provision of Services involves the processing and sharing of Personal Data of potentially interested parties in the properties (the “Users”, also referred to as “Data Subjects”) 
  1. the Parties hereby agree that this DPA is applicable to the Processing and sharing of User’s Personal Data to the extent that: (i) EU Data Protection Law applies to the Processing of User Personal Data, including if (a) the Processing is in the context of the activities of an establishment of either Party in the European Economic Area (“EEA”) and/or (b) the Personal Data relates to Data Subjects who are in the EEA and the Processing relates to the offering to them of goods or services or the monitoring of their behavior in the EEA by or on behalf of a Party; or (ii) any other Data Protection Law applies to the User Personal Data. 
  1. for the purposes of this DPA, “EU Data Protection Law” refers to the General Data Protection Regulation (Regulation (EU) 2016/679) (the "GDPR") and the EU e-Privacy Directive 2002/58/EC of the European Parliament and of the Council of 12 July 2002 concerning the processing of Personal Data and the protection of privacy in the electronic communications sector, as amended (“e-Privacy Directive”), as may be amended or superseded from time to time. “Applicable Data Protection Law” shall be construed with the meaning of any regulations, understandings and guidelines from supervisory authorities or competent authorities, as may be applicable to the processing of User’s Personal Data within the framework of Provision of Services. 
  1. for the purposes of this DPA, terms "Controller", "Processor", "Data Subject", "Personal Data", "Processing" (and "Process"), “Personal Data Breach” and "Special Categories of Personal Data" shall have the meanings conferred on them under EU Data Protection Law. 
  1. the Parties intend to establish the provisions that will regulate the Processing of Personal Data of Users, by each of them, within the scope of the Provision of Services

By entering into the IO, THE PARTIES AGREE to be bound by the following clauses and conditions of this DPA:

‍CLAUSE ONE – OBJECT

  1. By this instrument, the Parties establish the terms and conditions under which they will process Users' Personal Data within the scope of the Provision of Services.

CLAUSE TWO – DATA PROTECTION

‍2.1. Compliance. The Parties undertake, for themselves and their representatives, employees, service providers and agents, to carry out any processing of Personal Data (as defined within EU Data Protection Law and listed within Schedule 1 of the IO) processed within the framework, for the purposes and/or as a result of the Provision of Services in accordance with the EU Data Protection Law, as well as in compliance with any applicable regulations, understandings and guidelines from the European Data Protection Authorities (the “Authorities”) or other competent bodies on the matter, as applicable.

‍‍2.2. Legality. The Parties expressly declare and guarantee that any Personal Data provided by them as part of the Provision of Services will have a lawful origin and that the purpose of their Processing under the Agreement is lawful and appropriate to one of the lawful basis provided for in the GDPR. The Parties expressly agree to document the purposes of Processing and applicable legal basis in Schedule 1 of the IO and, as applicable, to provide User’s with transparent information with respect to such purposes of Processing. ‍

‍2.3. Roles and Responsibilities for Personal Data Processing. The Parties are entitled to process Personal Data for their own purposes and independent of the activities necessary for the Provision of Services, in which case each Party will act as an "Independent Data Controller” and will be responsible in isolation and independently for the legality of the processing of Personal Data carried out by it and/or or by third parties involved in the processing. The Parties’ detailed roles and responsibilities as Independent Data Controllers are incorporated into Schedule 1 of the IO.‍

‍2.3.1 Mutual Obligations as Controllers. For the performance of their obligations under the Agreement and in their role of Controllers, the Parties shall, at all times, comply with the provisions of Applicable Data Protection Law, including:‍

  • Each Party shall maintain a publicly accessible privacy policy on its mobile applications and/or websites, that is available via a prominent link that satisfies transparency disclosure requirements of Applicable Data Protection Law.
  • Each Party is responsible for identifying, documenting, and Processing Personal Data in accordance with an appropriate lawful basis for the processing of each User’s Personal Data and comply with all applicable opt-in and/or opt-out requirements it is subject to Applicable Data Protection Laws (as detailed hereinafter). 
  • Each Party shall ensure the correct application of the principles of minimization and accuracy prior to any Processing of Personal Data.
  • Each Party shall be fully responsible for any Processors it may use in the performance of the Service(s). It is the responsibility of each Party to ensure that the Processors provide sufficient guarantees that appropriate technical and organizational measures have been implemented so that the Processing meets the requirements of the applicable regulations. If the Processors do not meet their data protection obligations, the Party concerned remains fully responsible to the User for the performance of their obligations.
  • Each Party undertakes to collaborate with the other Party to provide the other Party with the necessary elements to carry out any impact assessment relating to data protection. 
  • In accordance with the stipulations of Section 2.9 hereinafter, each Party undertakes to notify the other Party in the event of a Security Incident involving Personal Data Breach.
  • Each Party undertakes to notify the other Party and to cooperate with the other Party in order to respond to any requests for information from or complaint by a Data Protection Authority or any other public authority in any jurisdiction in relation to User’s Personal Data.

‍2.3.2 Specific Obligations of Disclosing Party. Disclosing Party undertakes (i) to ensure that each User whose Personal Data is being provided (either transferred and/or otherwise made accessible) to Receiving Party pursuant to the Agreement, has received notice at or before the time of collection of the categories of User Personal Data to be collected and the purposes for which the categories of User Personal Data will be used; (ii) as applicable pursuant to EU Data Protection Law, Disclosing Party is responsible for seeking legally valid User’s consent on behalf of Receiving Party and/or to support the Provision of Services and to provide the Receiving Party, upon request, with the evidence of such valid consent being sought. User’s consent shall be obtained by the Disclosing Party via its consent management platform (“CMP”) or equivalent mechanism and transmitted to the Receiving Party via the IAB EU TCF string or by any other means agreed upon between the Parties (shall the Parties not be a registered TCF v2.2 IAB EU Vendor) (“Consent Signal”). For the proper Provision of Services, the Disclosing Party must use a Google-certified CMP. Failure to adopt a Google-certified CMP will result in limited ads being eligible to serve on EEA and UK traffic. The list of certified CMPs can be found in the following European regulations overview and guidance. ‍

‍2.3.3 Specific Obligations of Receiving Party. To the applicable extent, Receiving Party is responsible for: (a) complying with the Consent Signals. The Receiving Party shall refrain from proceeding to such operations if it is unable to act in accordance with the contents of a received Consent Signal; (b) the transmission of such Consent Signal to partners/vendors that are part of the Receiving Party’s advertising network, and which may be solicited and/or activated as part of the Services and operations covered by the Agreement; (iii) implementing, to the extent possible as per the state of art and industry practices, contractual and/or technical measures to restrict the sharing of and/or provision of access to and/or retention and further processing capabilities of User’s Personal Data to partners/vendors which have not purchased Disclosing Party’s ad inventory, and/or which do not rely on a lawful legal basis to process User’s Personal Data.‍

‍2.4. Security Measures. The Parties undertake to adopt appropriate technical, administrative and organizational security measures to the processing activities carried out, capable of protecting Personal Data from unauthorized access and accidental or illicit situations of destruction, loss, alteration, communication or any form of processing illicit or inappropriate, always considering the available state of the art and the necessary level of security. To assess the appropriate level of security, each Party must take into account the nature of the Personal Data and the risks posed by the Processing, in particular those related to security incidents and Personal Data Breaches.

‍‍2.5. Confidentiality. The Party that receives the Personal Data must consider it confidential information, being obliged to ensure that its employees, Processors, or any other agents involved in the Processing of Personal Data are subject to the duty of confidentiality.‍

‍2.5.1. For the purposes of this DPA, Personal Data which shall be shared with third parties as required by law or due to a court order or competent body, to the extent of such orders, shall not be considered confidential information. The Party that receives the order must previously notify the other Party, whenever possible in time so that the other Party can request protection measures that it deems appropriate in light of the determinations in question.‍

‍2.6. International Data Transfers. Any international transfer of Personal Data to a jurisdiction other than a jurisdiction in the EU, the EEA, or the European Commission-approved countries providing ‘adequate’ data protection, from one of the Parties to a third party, must be carried out in accordance with the principles and provisions of the GDPR and provided that the technical, administrative and organizational security measures adopted by the third parties are appropriate to the processing activities carried out, under the terms of item 2.4 of this DPA. The Parties agree to incorporate the EU Standard Contractual Clauses into this DPA under the terms determined in Schedule 1 of the IO. 

‍‍2.7. Authorities or Data Subject Requests. If one of the Parties receives requests from a data protection authority, as well as requests from data subjects or entities representing them, related to the Processing of Personal Data carried out for purposes for the other Party is responsible, the Party that received the request must inform the requester that the processing activity in question is the responsibility of the other Party and must forward the request to the responsible Party within a period of up to 2 (two) business days. If the Data Subject’s request pertains the operations falling within the scope of the Parties’ Joint Data Controller operations (as indicated in Schedule 1 of the IO), and notwithstanding anything to the contrary in this DPA, the Parties are jointly responsible for the management of Data Subject’s requests to exercise the rights granted under Applicable Data Protection Law (including right of access, right of rectification, right to withdraw consent, right to opt-out from selling and/or sharing of personal data, right of deletion, right of limitation and right of portability), the Parties agree that the Disclosing Party shall be the main point of contact of Data Subjects for the exercise of such rights. Shall the Disclosing Party receive a Data Subject’s request to exercise any of the abovementioned rights, it will immediately forward this information to the Receiving Party using the email address provided in Schedule 1 of the IO. The Parties shall cooperate in good faith in order to address the Data Subject’s request in compliance with the conditions set forth in Applicable Data Protection Law.‍

‍2.8. Cooperation Duty. The Parties undertake to provide assistance and provide all information at their disposal regarding the processing of Personal Data, in accordance with their responsibility, within a maximum period of 2 (two) business days, whenever requested by the other Party, to the extent that it is necessary to assist the requesting Party in fulfilling its obligations set out in this DPA, in the GDPR or assumed with third parties related to the execution of the Service Provision.‍

‍2.9. Security Incident. If one of the Parties identifies or suspects the occurrence of a security incident involving Personal Data (a “Personal Data Breach”, i.e. any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data), it must communicate it to the other Party, in writing and within 24 (twenty-four) hours, counting from the date of its knowledge, and must maintain such Party updated on developments.‍

‍2.9.1. Communication of the occurrence of a Personal Data Breach must contain, at a minimum, the following information: a description of what occurred; the identified or probable cause of the security incident; a description of the nature of the affected Personal Data; information about the Data Subjects involved, including the number of Data Subjects that may have been affected; an indication of the technical and security measures used to protect the affected Personal Data; the risks related to the Personal Data Breach; the measures that have already been adopted to reverse or mitigate the effects of the Personal Data Breach and those that are yet to be adopted; the reasons for the delay, if the communication deadline established above is not met.‍

‍2.9.2 The concerned Party will take measures as may be necessary to mitigate or remedy the effects of the Personal Data Breach. When necessary, the Party shall closely co-operate with the other Party to assist in the investigation, mitigation, and remediation of such Personal Data Breach.‍

‍2.10. Responsibility. Each Party will be separately responsible for repairing the property, moral, individual and collective damages that it causes to others as a result of carrying out Personal Data processing activities when it fails to comply with the obligations contained in the GDPR or this DPA.

‍‍2.10.1. Each Party (the “Indemnifying Party”) undertakes to keep the other Party (the “Indemnifiable Party”) free from any actions or claims regarding any damages that are its responsibility. The Indemnifiable Party reserves the right to report the dispute against the Indemnifying Party if it is sued by harmed third parties or competent authorities due to actions or omissions for which the Indemnifying Party is responsible.


‍CLAUSE THREE – MISCELLANEOUS

‍3.1. Validity and Succession. This DPA is entered into by the Parties on an irrevocable and irreversible basis, and constitutes a valid, legal and binding document for the Parties, not subject to regret and binding on the Parties and all their successors, heirs and assigns in any capacity.‍

‍3.2. Entire Agreement. This DPA forms integral part of the Agreement and consolidates all understandings previously signed between the Parties regarding the subject matter contemplated herein (User Personal Data Processing as part of Service Provision).  It replaces and prevails over any other agreement, proposal, communication or statement, verbal or written, prior or contemporaneous to the one signed here. To the extent of any conflict between this DPA and the Agreement with respect to the aforementioned subject matter, this DPA will supersede and prevail to the extent of the conflict. Except where the context requires otherwise, references in this DPA to the Agreement are to the Agreement as amended by, and including, this DPA.‍

‍3.3. No Renunciation or Novation. Any tolerance for any violation of the terms and conditions of this DPA will be considered mere liberality and will not be interpreted as a novation, invocable precedent, waiver of rights, tacit alteration of its terms, acquired right of the other party or contractual change. Any change to the terms of this DPA will only be valid if formalized through a written amendment agreed by both Parties.

‍‍3.4. Independence. If a competent court or tribunal deems any provision of this DPA to be illegal, null, or ineffective, the remaining provisions will remain in full force and effect. If the stipulation or stipulations deemed illegal, null, or ineffective are such as to substantially affect the balance of the parties to this DPA, they must negotiate, in good faith, an alternative that, without containing the defects in the invalidated stipulation or stipulations, reflects, to the greatest extent possible, its original intentions.‍

‍3.5. Notifications. The Parties, whenever they have doubts, need clarification or have specific requests regarding the processing of Personal Data within the scope of the Provision of Services, may contact the other Party, through the email contact provided on Schedule 1 of the IO.

Inventory Guidelines

When you monetize your content with iion Ad Platform, you are required to adhere to the following policies. Failure to comply with these policies may result in iion blocking ads from appearing against your content, or suspending or terminating your account.

These policies apply in addition to any other policies governing your use of iion Service(s). Maintaining trust in the ads ecosystem requires setting limits on what we will monetize. iion Inventory Guidelines are organized into the following categories:

A. Content Guidelines

Inventory partners must adhere to these guidelines and will not deliver any Advertisement to any Enabled Property that contains or does any of the following:

  1. Any obscene or pornographic material, adult material, or mature content including thinly censored nudity (for example, certain image hosting or free web hosting services)
  2. Violent content, racial intolerance, or advocacy against any individual, group, or organization
  3. Hacking/cracking content
  4. Illicit drugs and drug paraphernalia
  5. Excessive profanity
  6. Gambling or promotion of gambling, unless approved by The Company
  7. Content related to compensation programs where users are encouraged to click on ads or offers, perform searches, surf websites, read emails, or similar activities
  8. Excessive, repetitive, or irrelevant keywords in the content or code of web pages
  9. Sales or promotion of weapons or ammunition (e.g., firearms, fighting knives, stun guns)
  10. Any content that is illegal or promotes illegal activity
  11. Any content that promotes discrimination or infringes on the rights of others
  12. Any material that infringes intellectual property rights, including but not limited to copyright and trademark rights (see below)
  13. Any file-sharing or torrent sites
  14. Any offers for illegal activities, products or services
  15. Promotion of fake documents, copied material, or paper mills
  16. Websites made for the sole purpose of clicking on advertisements
  17. Any content that is misrepresentative, defamatory, libelous, or that violates any applicable law or regulation
  18. Any content that infringes or violates any copyright, trademark, patent, right of publicity, right of privacy, moral right, or other right of any third party
  19. Spyware or malware
  20. Inappropriate or controversial subject matter of any nature, including without limitation that which pertains to illegal activity or to hacking, cracking, or warez
  21. Any page that is “under construction”
  22. Any content directed to children under the age of 13.

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B. Alteration of Advertisements or Ad

Inventory partners must comply with the following policies regarding iion’s Advertisement and the Ad Platform integration points:

  1. Inventory Partner may not, and may not permit any other party to, alter or manipulate any ads or standard ad behavior in any way unless explicitly permitted in writing by iion or its buyers.
  2. Inventory Partner may not, and may not permit any other party to, alter any portion of the Ad Platform integration points or code provided by The Company or change the behavior, targeting, or delivery of Advertisements.
  3. It is Inventory Partner’s responsibility to ensure that no media supplier uses such methods to direct traffic to pages that contain The Company ads tag, code or Advertisements

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C. Ad Placement

Inventory partners must comply with the following Ad Placement policies:

  1. No more than five (5) ads may be displayed per page
  2. Page content must not obstruct any portion of the ad displayed
  3. No ads may be placed on any non-content-based pages
  4. No auto-refresh unless approved by The Company
  5. No ads may be placed on pages published specifically for the purpose of showing ads, whether or not the page content is relevant
  6. Inventory Partners may not place video ads in in-stream video players without content or disabled playback
  7. No in-banner video (does not include in-banner video Advertisements served by The Company or an RTB Buyer)
  8. No sound off in-stream video
  9. No Below-the-Fold auto-play placements
  10. Syndicated players must play content related to the site

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D. Blocked Content

iion uses proprietary and third-party tools to block website(s) that contain certain categories of content. These categories include, but may not be limited to the following:

  1. Abused/illegal Drugs
  2. Adult Content
  3. Bot Networks
  4. Dynamic DNS
  5. Elevated Exposure
  6. Freeware and Software Download
  7. General Email
  8. Hacking
  9. Illegal or Questionable
  10. Instant Messaging
  11. Internet Telephony
  12. Malicious Embedded iFrame
  13. Malicious Web Sites
  14. Marijuana
  15. Message Board and Forums
  16. Nudity
  17. Parked Domain
  18. Pay-to-Surf
  19. Peer-to-Peer File Sharing
  20. Phishing and Other Frauds
  21. Potentially Damaging Content
  22. Potentially Unwanted Software
  23. Proxy Avoidance
  24. Racism and Hate
  25. Sex
  26. Sex Education
  27. Supplements and Unregulated Compounds
  28. Tasteless
  29. Text and Media Messaging
  30. URL Transition Sites
  31. Violence
  32. Weapons
  33. Web Chat
  34. Web Collaboration
  35. Web Hosting

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iion Inventory Partner Terms & Conditions

The the Company Programmatic Marketplace is provided by iion Digital Pty Ltd (ABN 47 621 792 443) ("the Company" or"we") at its website located at http://www.iion.io. The Company offers this online platform as a part of a program (the "Program") under which publishers make their inventory available through a yield management service or RTB Exchange and are compensated for the placement of advertisements on and/or in web and mobile properties such as websites, apps, games blogs, widgets, applications and other technologies or platforms ("Properties"). Neither access to the iion Programmatic Ad Platform nor agreement to these terms and conditions guarantees enrolment into the Program and such enrolment is subject to your and The Company’s written acceptance of commercial terms.

These terms and conditions are an agreement between you (“Inventory Partner” or “You”) and The Company that governs your participation in the Program. By accessing or using the iion Programmatic Ad Platform or deploying associated Ad Tags you accept and agree to these terms and conditions. If you access or use the platform on behalf of an organization, you represent that you have the authority to bind and do hereby bind such organization to these terms and conditions. If you do not agree with these terms and conditions, do not use the iion Programmatic Ad Platform, deploy Ad Tags or otherwise participate in the Program.

1. Program Participation

1.1 Ownership & Restrictions

You participate in the Program at The Company’s sole discretion. The Company may refuse or discontinue your participation in the Program at any time and for any reason or no reason.

1.2 Eligibility

You may not participate in the Program unless you are at least 18 years of age.

1.3 Advertisements

You agree that The Company may serve advertisements ("Advertisements") on any of your Properties that you enable to display Advertisements using the iion Marketplace ("Enabled Properties"). Advertisements may include demand from 3rd party platforms that are monetized as normal through the The Company platform.

1.4 Passbacks

In the event you do not provide a default/passback tag, or such alternate tag does not accept the impression passed by The Company, The Company may run Default Advertising (as defined below) for such impressions. “Default Advertising,” means an Advertisement for which no payment is received by The Company, and may include a blank ad, public service announcements or advertisements for The Company properties. No fees will be incurred or payable by The Company to you with respect to any Default Advertising.

1.5 Placement Restrictions

You will comply with all ad placement restrictions set forth in
The Company’s Inventory Guidelines (attached hereto).

2. Payment to You

2.1 Monthly Payment

a) Conditions of payment (such as CPM rates and currency) are as set in the iion Marketplace or as otherwise agreed in writing by The Company. If currency information is not otherwise specified the default currency is US Dollars.

b) The Company will pay you a monthly fee based on the number of Sold Impressions or other forms of permitted interactions with Advertisements displayed in connection with your Properties that are listed during the on-boarding process ("Listed Properties") in all cases as determined by The Company in its sole discretion. Under no circumstance will external reports or figures be taken into consideration when calculating payment.

c) As used herein, a "Sold Impression" means the serving by The Company of an Advertisement on the Properties as determined by The Company (for the purposes hereof, an Advertisement is not deemed served until it is fully- loaded to the Properties i.e., if the end-user leaves the page before the Advertisement is fully-loaded, it is not deemed an Impression). If an ad fails to load due to the browser’s technical limitations (e.g. Javascript or Flash disabled), then this event will not be deemed an Impression.

d) Unless otherwise approved by The Company, in its sole discretion, The Company will not tender payment to third parties on your behalf.

2.2 Conditions To Payment

The Company is not liable for any payment if you have violated any provisions under Section 7below.

2.3 Payment Frequency

Payments to you will be sent within approximately 60 days after the end of each calendar month that Advertisements are running on your Listed Properties if the amount owed to you is more than $500. Any owed amounts less than $500 will be rolled forward and added to the next payment period or until such time as the payments due you for the applicable month exceed $500. If you terminate your participation in the Program, The Company will pay any owed balance to you within approximately 60 days after the end of the calendar month in which the termination takes effect.

2.4 Payment Information

To ensure proper payment including applicable tax claims, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account. The Company reserves the right to terminate your participation in the Program in the event that The Company is unable to verify the accuracy or validity of any of the foregoing.

2.5 Deductions and Taxes

Any bank fees incurred by The Company to process your payment will be deducted from that payment. Any bank fees related to returned or cancelled cheques due to a contact or payment information error or omission may be deducted from the newly issued payment. The Company will not reimburse you for any bank fees incurred, including foreign transfer or intermediate bank fees. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in the Program. Any applicable taxes are excluded from the payments listed within the The Company platform and are added during the final processing of payment only if you have provided the necessary Payment Information.

2.6 Pricing Changes, Disputes and Records

The Company may change its billing, pricing and payment structure at any time, provided, however, that The Company will use commercially reasonable efforts to notify you in advance of any such change. If you dispute any payment, you must notify The Company in writing within 30 days after any such payment and failure to so notify The Company will result in the waiver by you of any claim relating to any such disputed payment. Payment will be calculated solely based on records maintained by The Company. No other measurements or statistics of any kind will be accepted by The Company or have any effect. Any amount owed to you by The Company may be offset by amounts you owe to The Company.

3. Termination

The effectiveness of these terms and conditions and your participation in the Program will continue until terminated by either party. You may terminate your participation in the Program with or without cause upon notice to The Company by:

(a) sending notice of your desire to cancel your participation in the Program to your designated Account Manager, to be effective within 10 days after receipt of such notice; and

(b) removing the The Company Ad Tags from your Listed Properties. In addition, The Company may terminate your participation in the Program with or without cause upon notice to you. Upon termination of your participation in the Program for any reason: (i) each party will cease using each other's corporate name and logo; (ii) you will remove all The Company Ad Tags from your Listed Properties; (iii) any undisputed final payment will be made in accordance with these terms and conditions; and (iv) Sections 7 and 13 through 16 will survive and remain in effect.

4. Implementation and Operation of Ads

4.1 Implementation of The Company Technology

You will comply with the specifications provided by The Company from time to time to enable proper delivery, display, tracking, and reporting of Advertisements in connection with your Properties, including, without limitation, by: (a) implementing the The Company Ad Tags, Advertisements, requirements in associated documentation (including Implementation Guides that The Company provides you access ("Implementation Guides") and code as all may be updated by The Company from time to time (collectively "The Company Technology"); and (b) obtain Advertisement targeting data.

4.2 Format, Display, Content

(a) All Advertisements will be presented by The Company to users of the Listed Properties in the formats offered generally by The Company as further described in the applicable Implementation Guide. You understand that The Company may modify the content, navigation, presentation and any other aspect of an Advertisement from time to time, in its sole discretion.

(b) You will display or allow the display, of each Advertisement in the form and format delivered by The Company without modification. You will not: (i) edit, modify, or otherwise alter any Advertisement or the information or interactive experience contained in any Advertisement; (ii) bypass or filter any Advertisement; or (iii) frame, minimize, or otherwise inhibit the full and complete display of any Advertisement, including any interactive experience (e.g., takeover experience) generated by an Advertisement. You will implement and maintain any tags, formatting, and code reasonably requested by The Company when running the Advertisements in order to measure the reach and performance of the Advertisements and optimize the layout and load time of the Listed Properties.

(c) Advertisements will be subject to the placement guidelines (if any) established by The Company from time to time in its sole discretion.

(d) The Company may present Advertisements that promote gambling, alcohol and tobacco. You may opt out of acceptance of such Advertisements by contacting The Company.

(e) You refer all inquiries you receive regarding Advertisements on the Listed Properties to The Company (and not, for example, to Advertisers).

4.3 In-game Advertisements

Where you desire to make your inventory available to Advertisers who want their Advertisements to appear in your Game(s), then subject to these Terms, we hereby grant you with a limited, non-exclusive, revocable, non-sub-licensable, non-transferable license to use our proprietary software development kit and any updates and/or new or alternative versions thereof (the “SDK”). As part of the License, we will make the Software available for you to make the required integration with the Game and you will promptly integrate the Software into the Game and maintain, including updating as soon as commercially available, the then-current version of any required software as per our instructions in a manner that complies with the technical and implementation requirements; in addition, you will comply with any of our protocols and any other instructions contained in any documentation. We will not be held responsible for any failure to support and/or facilitate any integration between the Game and Software and you shall bear all responsibility in checking your systems and/or internal software and/or configuration, including that the Software was integrated in accordance with our guidelines and complies with our integration specifications. Moreover, we will notify you of any version updates available for the SDK that you will be required to promptly update in accordance with our instructions; for the avoidance of doubt, we will not be held liable for any failure on your part to update to the latest version after we notify you as such.

5. Responsibilities

5.1 Properties

You are solely responsible for your Properties, including: (i) all content and materials, maintenance, and operation of your Properties; and (ii) the proper implementation of The Company Technology with your Properties.

5.2 Content

Your Enabled Properties will not: (i) include Inappropriate Content (as defined below); (ii) infringe, violateor misappropriate any third party's Intellectual Property Rights, privacy, or rights of publicity; (iii) operate in a manner that violates any law, statute, ordinance, or regulation (including without limitation any relevant data protection or privacy laws); and (iv) implement The Company Technology or display any Advertisement on any website other than as approved by The Company. "Inappropriate Content" means the content standard as defined and updated by The Company from time to time, but in any event including content that is illegal, pornographic, hate-related, or violent.

5.3 Acknowledgement

The Company is not responsible for your Properties, including, without limitation, the receipt of queries from users of your Properties and the transmission of data between your Properties and The Company. The Company is not obligated to provide notice to you if Advertisements are not displayed properly to users of your Properties. The Company has no control over (and is merely a passive conduit with respect to) any advertising content that may be submitted or published by any advertiser or the collection of information through such advertising content.

6. Information

6.1 The Company Privacy Policy

The Company’s use and access of information will be in accordance with the terms of its privacy policy that can be reviewed at http://www.iion.io/privacy-policy. The collection of information by any advertiser or any agency is subject to the terms of the privacy policy of the applicable advertiser or agency.

6.2 Tracking

The Company may place cookies, web-beacons or other tracking technology on the computer of a user who displayed, views, or interacts with an Advertisement in order to track page views and Impressions and develop and enhance user profiles to more effectively target Advertisements throughout The Company’s network. Advertisers may also collect user information through tracking technology or other means in conjunction with any Advertisement. You will not analyze or attempt to derive any information contained in any cookie or other tracking technology used by The Company or an advertiser to collect information about users. For avoidance of doubt, the foregoing does not in any way restrict your right to collect and analyze your own data.

6.3 Targeting and your User Information

In order to assist The Company in more effectively targeting Advertisements, you may be asked to provide demographic information to The Company regarding your users that view Advertisements.

6.4 The Company User Information

he Company may collect information directly from your users who are served, view, engage with or otherwise interact with Advertisements (including IP address) ("The Company User Information").

6.5 Profiles

The Company may use Your User Information and The Company User Information to develop and enhance anonymous profiles of users who access, view and/or interact with Advertisements through The Company’s network ("Profiles").

6.6 No PII

The Company does not collect or store personally identifiable information (e.g., first or last names, social security numbers, credit card numbers, driver license numbers) ("PII") of your users and you will not provide PII of any party to The Company.

6.7 Your Privacy Policy

You will maintain on any of your Enabled Properties a privacy policy that complies with law and that in any event informs users regarding the collection of information by third parties such as The Company and advertisers, including through the use of cookies and web beacons. Your privacy policy will link to The Company’s privacy policy.

7. Prohibited Activity

7.1 Misuse of Technology

You will not, and will not authorize or encourage any third party to:

(a) directly or indirectly generate Impressions, Engagements or other interactions on any Advertisement through Invalid Means (as defined below);
(b) frame, minimize, remove or otherwise inhibit the full and complete display of any web page accessed by an user after interacting with any part of an Advertisement (such accessed page an "Advertiser Page");
(c) redirect any user away from any Advertiser Page;
(d) provide a version of the Advertiser Page that is different from the page an user would access by going directly to the Advertiser Page;
(e) insert any content between the Advertisement and the Advertiser Page or otherwise provide anything other than a direct link from an Advertisement to an Advertiser Page; (f) display any Advertisements on any error page, on any chat page, in any email, or on any web site, web page, application, widget or other content or interactive experience that contains any pornographic, hate-related, violent, or illegal content; (g) "crawl", "spider", "scrape", "sniff", index or in any non-transitory manner store or cache information obtained from any Advertisements, or any part, copy, or derivative thereto; or (h) maintain multiple accounts with The Company unless expressly authorized in writing by The Company. As used herein, "Invalid Means" means the generation of Page Views, Impressions, Engagements or other interactions, directly or indirectly, through any payments to third parties (e.g., through the use of paid search or paid display) not previously approvedby The Company or through any  automated, deceptive or fraudulent means, which includes traffic that: (i) originates from IP addresses or computers under your control or the control of one of your affiliates; (ii) was solicited by an unauthorized payment of money, through a false representation, or through any illegal or otherwise invalid request for users to view, engage with or interact with Advertisements; or (iii) is otherwise acquired in violation of these terms and conditions.

7.2 No Reverse Engineering

Except as otherwise explicitly permitted under this Agreement, you will not (a) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code, functionality, or business processes of the The Company Technology or any other The Company property; (b) create or attempt to create a substitute or similar service or product through use of or access to the Program or The Company Confidential Information (as defined below); or (c) discern the data or input or output of the The Company Technology, including through the sniffing, redirection or caching of data sent to or from the The Company Technology.

7.3 Notices

You will not remove, obscure, or alter The Company’s copyright notice, trademarks, or other proprietary rights notices affixed to or contained within any aspect of the Program (including, without limitation, the display of The Company’s brand features with Advertisements as applicable).

8. Licenses & Ownership

8.1 The Company Licenses

The Company grants you a nonexclusive, revocable, worldwide license to (i) use the The Company Technology solely in connection with the Enabled Properties and solely as a part of your participation in the Program in compliance with these terms and conditions and (ii) display Advertisements on your Enabled Properties through the The Company Technology solely in accordance with these terms and conditions.

8.2 Trademarks

Each party grants the other a limited, non-exclusive, revocable license to use the other's corporate name and corporate logo for marketing purposes only. In the case of The Company, The Company will use your and your Listed Properties' name(s) and logo(s) only to identify you as a participant in the Program (which may include referring to you as one of The Company’s "brands" in The Company’s marketing material and on The Company’s website). You will use The Company’s name and logo only to identify The Company as the provider of the The Company Technology. Each Party will use the other's trademarks only as described in this section and always in accordance with such party's usage guidelines provided from time to time. Each party may review use of its trademarks by the other party on request. Each party will retain all right, title and interest in and its trademarks and any good will associated with the use of such trademarks by the other party will inure to the benefit of the owner of such mark. The Company may use your logo and name you in a The Company press release.

8.3 Ownership and Reservation

As between you and The Company, The Company will own all right, title, and interest in and to all Intellectual Property Rights (as defined below) in The Company User Information, Profiles, and the The Company Technology. As between you and The Company, you will own all right, title, and interest in and to all Intellectual Property Rights in your User Information. All rights not granted in these terms and conditions are reserved. As used herein, "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

8.4 Advertisement Content

You obtain no right, title or interest in and to any advertising content delivered through the Program or information gathered from advertisers or agencies resulting from your participation in the Program.

9. Confidentiality

Each party agrees not to use for any purpose other than operation or participation in the Program or to disclose the other party's Confidential Information without the disclosing
party's prior written consent. As used herein, “Confidential Information" means any confidential or proprietary information disclosed by either party to the other party during your participation in the Program, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, samples, plant and equipment), which is designated as "Confidential," "Proprietary" or some similar designation or is of a subject or nature that a reasonable person would expect it to be treated as confidential information. By way of example, The Company’s Confidential Information includes: Commercial Terms; Profiles; The Company User Information; The Company Technology; Impression or other interaction rates or other statistics relating to Property performance in the Program that are provided to you by The Company and any other materials of The Company relating to the Program. Confidential Information does not include information that: (i) has become publicly known through no breach by the receiving party; (ii) has been independently developed without use of the disclosing party's Confidential Information as proven by credible evidence; or (ii) has been received from a third party without breach of a confidentiality obligation. Either party may disclose Confidential Information in response to valid legal process, such as subpoenas, search warrants, court orders and other demands, or to establish or exercise its legal rights or defend against legal claims.

10. No Guarantee

The Company makes no guarantee regarding the number or level of Impressions or other interactions of Advertisements, the timing of delivery of such Impressions or other interactions or the amount of any payment to be made to you. You acknowledge that The Company has no control over (and is merely a passive conduit with respect to) any advertising content that may be submitted or published by any advertiser. You
acknowledge that The Company has no responsibility for reviewing the content of individual Advertisements appearing on your Properties and that this is controlled by your Ad Blocking settings on the Platform. You acknowledge that Ad Blocking relies upon accurate ad categorization by the Advertiser and The Company has limited control over this.

11. Representations and Warranties

You represent and warrant now and in the future that:

(a) all of the information provided by you to The Company to enroll in the Program is correct and current; (b) you are the owner of each Enabled Property or you are legally authorized to act on behalf of the owner of such Property for the purposes of the participation by each Enabled Property in the Program; (c) you have all necessary right, power, and authority to enter into this agreement and to perform the acts required of you hereunder; (d) you have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation any relevant data protection or privacy laws) in your participation in the Program; and (e) all content and other aspects of your Enabled Properties: (i) comply with all applicable laws, statutes, ordinances, and regulations; (ii) do not breach any duty toward or rights of any person or entity including, without limitation, Intellectual Property Rights or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not pornographic, hate-related or otherwise violent in content.

12. Indemnity

You agree to indemnify, defend and hold The Company, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g., relevant advertisers and their agencies, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") 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 Indemnified Person(s), directly arising out of or related to any claim: (a) based on your breach of any of these terms and conditions; (b) that your Properties violate a third party's Intellectual Property Rights; and (c) any breach by you of any Application Guidelines.

13. No Warranty

THE COMPANY MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. THE COMPANY WILL HAVE NO LIABILITY IN CONNECTION WITH THE DISPLAY OF ADVERTISEMENTS OR ANY INFORMATION COLLECTION BY ADVERTISERS OR THEIR AGENCIES WHETHER THROUGH AN ADVERTISEMENT OR ON A REDIRECTED WEBSITE.

14. Limitations of Liability

Force Majeure. IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. FURTHERMORE, THE COMPANY’S AGGREGATE LIABILITY TO YOU FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY THE COMPANY TO YOU DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

15. Miscellaneous

15.1 Governing Law/Jurisdiction

This Agreement will be governed by, and interpreted in accordance with, the laws of New South Wales, Australia, with respect to issues of contract enforceability and interpretation, without reference to conflict of laws principles. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. In the event of a dispute, each party submits itself to the exclusive jurisdiction of New South Wales, Australia.

15.2 Assignment

You may not assign this Agreement without the prior written consent of The Company.

15.3 Partial Invalidity

If any paragraph, provision, or clause of these terms and conditions is found or be held to be invalid or unenforceable, the remainder will be valid and enforceable and the parties will negotiate, in good faith, a substitute, valid and enforceable provision which most nearly effects the parties' intent.

15.4 Waiver and Amendment

No modification, amendment or waiver of any provision of these terms and conditions will be effective unless one or more of the following occurs:

(a) such amendment or waiver is made in writing and signed by the party to be charged; (b) you accept updated terms as may be provided by The Company from time to time; or (c) you continue to participate in the Program after terms have been updated by The Company. The failure of either party to enforce at any time the provisions of these terms and conditions will in no way constitute a present or future waiver of such provisions, nor in any way affect the right of either party to enforce each and every such provision thereafter.

15.5 Independent Contractors

The relationship between The Company and you established by these terms and conditions is that of independent contractors, and nothing contained in these terms and conditions will be construed to constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking, or allow either party to create or assume any obligation on behalf of the other party. All financial obligations associated with a party's business are the sole responsibility of such party.

15.6 Force Majeure

Neither party will have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

15.7 Notice

All notices and other communications in connection with these terms and conditions will be in writing and shall be considered given (a) immediately upon personal delivery, via fax or electronic mail to the recipient's address as provided during the on-boarding process, (b) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt, or (c) three days after being deposited in the Australian mail for delivery by registered or certified mail, return receipt requested, with postage prepaid to the recipient's address as stated during the on-boarding process.

15.8 Entire Agreement

The terms and conditions herein contained along with referenced Implementation Guides and other guidelines constitute the entire agreement between the parties and supersede all previous agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof.

The Company Inventory Guidelines

Content Guidelines

Inventory partners must adhere to these guidelines and will not deliver any Advertisement to any Property that contains or does any of the following:

  1. Any obscene or pornographic material, adult material, or mature content including thinly censored nudity (for example, certain image hosting or free web hosting services)
  2. Violent content, racial intolerance, or advocacy against any individual, group, or organization
  3. Hacking/cracking content
  4. Illicit drugs and drug paraphernalia
  5. Excessive profanity
  6. Gambling or promotion of gambling, unless approved by The Company
  7. Content related to compensation programs where users are encouraged to click on ads or offers, perform searches, surf websites, read emails, or similar activities
  8. Excessive, repetitive, or irrelevant keywords in the content or code of web pages
  9. Sales or promotion of weapons or ammunition (e.g., firearms, fighting knives, stun guns)
  10. Any content that is illegal or promotes illegal activity
  11. Any content that promotes discrimination or infringes on the rights of others
  12. Any material that infringes intellectual property rights, including but not limited to copyright and trademark rights (see below)
  13. Any file-sharing or torrent sites
  14. Any offers for illegal activities, products or services
  15. Promotion of fake documents, copied material, or paper mills
  16. Websites made for the sole purpose of clicking on advertisements
  17. Any content that is misrepresentative, defamatory, libelous, or that violates any applicable law or regulation
  18. Any content that infringes or violates any copyright, trademark, patent, right of publicity, right of privacy, moral right, or other right of any third party
  19. Spyware or malware
  20. Inappropriate or controversial subject matter of any nature, including without limitation that which pertains to illegal activity or to hacking, cracking, or warez
  21. Any page that is “under construction”
  22. Any content directed to children under the age of 13.

Alteration of Advertisements or Ad

Tag Inventory partners must comply with the following policies regarding The Company’s Advertisement and ad tags:

  1. Inventory Partner may not, and may not permit any other party to, alter or manipulate any ads or standard ad behavior in any way unless explicitly permitted in writing by The Company or its buyers.
  2. Inventory Partner may not, and may not permit any other party to, alter any portion of the ad tag or code provided by The Company or change the behavior, targeting, or delivery of Advertisements.
  3. It is Inventory Partner’s responsibility to ensure that no media supplier uses such methods to direct traffic to pages that contain The Company ads tag, code or Advertisements

Ad Placement

Inventory partners must comply with the following Ad Placement policies:

  1. No more than five (5) ads may be displayed per page
  2. Page content must not obstruct any portion of the ad displayed
  3. No ads may be placed on any non-content-based pages
  4. No auto-refresh unless approved by The Company
  5. No ads may be placed on pages published specifically for the purpose of showing ads, whether or not the page content is relevant
  6. Inventory Partners may not place video ads in in-stream video players without content or disabled playback
  7. No in-banner video (does not include in-banner video Advertisements served by The Company or an RTB Buyer)
  8. No sound off in-stream video
  9. No Below-the-Fold auto-play placements
  10. Syndicated players must play content related to the site

Blocked Content

The Company uses proprietary and third-party tools to block Website(s) that contain certain categories of content. These categories include, but may not be limited to the following:

  1. Abused/illegal Drugs
  2. Adult Content
  3. Bot Networks
  4. Dynamic DNS
  5. Elevated Exposure
  6. Freeware and Software Download
  7. General Email
  8. Hacking
  9. Illegal or Questionable
  10. Instant Messaging
  11. Internet Telephony
  12. Malicious Embedded iFrame
  13. Malicious Web Sites
  14. Marijuana
  15. Message Board and Forums
  16. Nudity
  17. Parked Domain
  18. Pay-to-Surf
  19. Peer-to-Peer File Sharing
  20. Phishing and Other Frauds
  21. Potentially Damaging Content
  22. Potentially Unwanted Software
  23. Proxy Avoidance
  24. Racism and Hate
  25. Sex
  26. Sex Education
  27. Supplements and Unregulated Compounds
  28. Tasteless
  29. Text and Media Messaging
  30. URL Transition Sites
  31. Violence
  32. Weapons
  33. Web Chat
  34. Web Collaboration
  35. Web Hosting
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