Terms and Conditions New

Newor Media Platform Agreement

Initial Term: 90 days
Payment Terms: Net 45
Termination: After initial term with a written notice not less than 14 days prior to Term
Start Date: Later of either agreement execution or day first impression is served
Renewal: Auto renew for 6 months unless written notice is received
This Platform Agreement (“Agreement”) is entered into between Newor Media, LLC (“Company”) a Delaware Limited Liability Company with its principal place of business located at 251 Little Falls Drive, Wilmington, DE 19808, and the publisher ("Publisher") {{ data.publisher.field_legal_name.value }}, a {{ data.state_name }}, {{ data.country_name}}, with its principal place of business at {{ data.address_inline }} and (each of Company and Publisher, a “Party” and collectively, the “Parties”).
  1. Provision of Services
    1. Newor Media, LLC is an advertising management service (“Service”) that leverages proprietary technology to prepare, access, engage, and optimize monetization of premium independent websites to third-party advertisers. Company does not make advertising purchases on behalf of the Publisher. This Agreement allows for Company to submit the Publisher’s website to ad networks, ad exchanges, ad agencies, direct advertisers, and programmatic buyers (“Demand Partners”), in accordance with the services Publisher has chosen to employ for each website as enumerated on Schedule A, and allows for Company to negotiate on behalf of the Publisher, make ad recommendations, and structure the advertisement placements on its own ad server and other actions as needed in keeping with this Agreement. Company will act under best practices and will, to the best of its ability, optimize advertising revenue for the Publisher.

    2. Publisher agrees this Agreement will govern those publisher websites, (“Websites”) detailed in Schedule A including any domains in the future that, may replace these domains due to occurrences such as, but not limited to, change of name, change of URL, rebranding and/or redirection of the previous domain or other such change as may occur.

      Further, this Agreement shall also apply in full force and effect to other websites which Publisher may choose to submit to Company during the Term of this Agreement and such additional websites shall be subject to the Terms and Conditions of this Agreement thereafter.

    3. Website Definition: "Website" means the collection of interconnected web pages, digital content, functionality, and associated elements that are:
      1. Uniquely identified by the specific domain name(s) and uniform resource locator(s) (URLs) set forth in Schedule A hereto, including all subdomains and subdirectories thereof;
      2. Accessible through the specified URL(s) via the Internet using standard web browsers;
      3. Comprised of all digital content, including but not limited to text, images, graphics, videos, audio files, software code, databases, user interfaces, navigation structures, design elements, metadata, and interactive features;
      4. Functionally integrated as a cohesive digital platform, where the content, design, and functionality are specifically developed, configured, and optimized for operation at the designated URL(s);
      5. Inclusive of all associated technical infrastructure, including but not limited to server configurations, content management systems, databases, APIs, security protocols, and third-party integrations that enable the website's operation at the specified URL(s);
      6. Bound to the specific domain registration, hosting arrangements, and technical configurations that make the content accessible at the designated URL(s); and
      7. Publisher warrants and covenants that: (i) the Website content, design, layout, and functionality are unique to the designated URL(s) and shall not be duplicated, replicated, or substantially reproduced at any other URL or domain for the purpose of monetization with any third-party service provider, advertising network, or competitor; (ii) Publisher shall not create, maintain, or authorize any mirror sites, duplicate sites, or substantially similar websites that could be used for alternative monetization arrangements without prior written consent; (iii) any authorized backup locations or mirror sites specifically identified in Schedule A shall be used solely for technical redundancy purposes and shall not be monetized through any third-party service; and (iv) Publisher shall implement reasonable technical measures to prevent unauthorized duplication or scraping of the Website content for use on alternative domains or URLs.
  2. Services & Reporting
    1. Billing and reporting will be based solely on data as reported by Company via a personalized Publisher dashboard, remittance of monthly net revenue payments to Publisher, periodic invoicing, and reporting provided by Company.
    2. Company agrees to make daily reporting available to Publisher via a personalized online dashboard that will provide daily performance and revenue results.  Publisher will be granted access to their personalized dashboard starting on the 31st day following the first-served impression. Publisher will not have access to individual third-party accounts and statistics, but will instead rely on the aggregated data provided directly from Company.
    3. Publisher acknowledges and agrees that Company shall be permitted to offer Publisher’s inventory through any of its advertising partnerships including, but not limited to ad networks, ad exchanges, ad agencies, direct advertisers, and programmatic buyers. Publisher is not permitted to review statistics or revenue directly from any of the above-mentioned proprietary advertising partnerships.
  3. Invoicing and Payment Liability
    1. Unless otherwise noted, all billing, revenue reporting and/or invoices will be automatically sent by Company to Publisher in United States Dollars (USD). Unless otherwise agreed to, all payments will be made in USD.
    2. Publisher will share in the net revenues resulting from gross advertising revenue generated by Company from impressions on the Publisher’s websites. Unless otherwise agreed to in writing between the Parties Publisher will not be compensated for ads and inventory served that do not strictly conform to the requirements of this Agreement or do not conform to specific mutually agreed upon conditions for individual advertising campaigns arising from this Agreement, and Publisher acknowledges such campaign stipulations may include requirements pertaining to:
      1. Website placement(s)
      2. Agreed upon unit format and quantity
      3. Device type(s)
      4. Viewability as measured by 3 rd parties
      5. Operating system(s)
      6. Browser(s)
    3. Company reserves the right to make adjustments to Publisher payments in the event of advertiser clawbacks, and to withhold any or all revenues generated from impressions, clicks or actions determined by Company to be fraudulent, artificially inflated, or otherwise invalid (including, but not limited to, all activity related to click spam, robots, macro programs, and Internet agents, non-viewable inventory). Company agrees to make a good faith investigation of such non-payable activity and provide to Publisher information related to Company’s determination. Where Company and Publisher have contracted to placements of Viewable Impressions, Company will not be responsible for payment of non-viewable impressions. Notwithstanding anything in this Agreement to the contrary, compensation to Publisher for ads and inventory served shall be determined in the sole and absolute discretion of Company.
    4. Viewable Impressions will be determined under IAB standards for viewability found at http://www.iab.net/viewability. Desktop display ads will be considered viewable if 50% of their pixels are in view for a minimum of one second and Desktop video will be considered viewable if 50% of their pixels are in view for a minimum of 2 seconds. Larger desktop ad units, will be considered viewable if 30% of pixels are in view for 1 second.​
  4. Advertising Units and Placement
    1. Company offers advertising monetization Solutions ("Solutions") for both display and OTT video advertising. Company routinely updates and expands its Solutions, and as such, Solutions as defined herein are subject to amendment at Company's sole discretion at any time.
    2. Schedule A reflects Publisher's selection of Company's Display Solution, OTT Solution, or both Solutions for each Website listed therein.
      1. Publisher has made these selections independently for each Website.
      2. Company may, at its sole discretion at any time, choose to provide or decline to provide such Solutions as requested by Publisher. Publisher's use of Company's Solutions is subject to both Company's Terms and Conditions and Company's agreement to provide the requested Solutions.
    3. During the Term of this Agreement, Publisher may request to add additional Solutions for any Website listed on Schedule A or added thereto during the Term.
      1. Such requests are subject to Company's sole discretion and agreement to provide the additional Solutions. Any discontinuation of Solutions by Publisher shall be subject to the Terms and Conditions of this Agreement.
    4. Display advertising includes but is not limited to standard IAB display banner ad unit sizes, sticky units, interstitials, incentive units, pop-up units and other image-based ads and text elements of varying sizes and operations. It typically involves the use of banner ads and other visual formats to reach potential customers.
    5. Video ("Over-The-Top" or "OTT") advertising is delivered directly to viewers over the internet through streaming video services or devices. OTT includes in-stream and out-stream video solutions across all digital devices. OTT advertising may include pre-roll, mid-roll and post-roll advertising of varying lengths and may be accompanied by display advertising.
    6. Publisher agrees to the below terms and conditions as they relate to the Services provided by Company:
      1. Display: Company and Publisher agree to the minimum number of display ad placements as enumerated in Schedule A. Publisher may request additional units and use such additional ad units provided both Parties agree to the total number of ad placements.
      2. OTT: If Publisher chooses to utilize one or more of Company's video advertising solutions, Publisher acknowledges and agrees to the respective Terms and Conditions.
  5. Exclusivity and Traffic
    1. Company offers display and video advertising solutions which Publisher may choose to use either in combination or independently for each Website as listed on Schedule A attached hereto. Pursuant to Schedule A, Publisher's use of these Solutions is subject to Company's policies, terms and conditions for such Solutions. Company may, at its sole discretion, agree to provide, decline to provide, or discontinue any requested Solution at any time with or without notice to Publisher.
    2. Exclusivity
      1. Display (Exclusive Rights): For those Websites listed in Schedule A where Publisher has selected Company's Display Solution, Publisher grants Company the exclusive right to monetize all digital display advertising inventory across all platforms and formats. Publisher agrees to send 100% of web visitors and display ad inventory from Publisher Sites to Company’s system such that Company shall be the sole and exclusive provider of display advertising monetization services for such Websites, and Publisher shall not, during the term of this Agreement: (a) engage, contract with, or authorize any third party (including but not limited to other advertising networks, demand-side platforms, supply-side platforms, or monetization service providers) to monetize, serve, or manage display advertising on such Websites; (b) directly sell, lease, or otherwise make available display advertising inventory on such Websites to any third party; or (c) implement any alternative display advertising monetization solutions on such Websites. This exclusive display monetization right applies to all versions and formats of the Websites including but not limited to desktop, tablet, mobile web, mobile applications, connected TV (CTV), over-the-top (OTT), and any other current or future digital platforms or formats through which the Website content is accessible.
      2. OTT (Non-Exclusive Rights): For those Websites listed in Schedule A where Publisher has selected Company's OTT Solution, Publisher grants Company the non-exclusive right to monetize video advertising inventory on such OTT platforms and applications. Publisher agrees that Company will serve as a provider of video advertising monetization services for such OTT properties subject to the OTT Solution requirements including, but not limited to minimum impression volumes and minimum revenue requirements.  This non-exclusive monetization right applies to connected TV (CTV), over-the-top (OTT) streaming applications, and related digital video platforms through which the OTT content is accessible, including but not limited to pre-roll, mid-roll, post-roll video advertising, and interactive video advertising formats.
      3. Publisher acknowledges that Publisher's participation in Company's premium private marketplaces requires allocation of exclusive inventory to Company.
  6. Term, Termination and Temporary Pause
    1. Initial Term: The initial Term of this Agreement shall be three (3) consecutive calendar months commencing on the later of: (i) the date of execution of this Agreement, or (ii) the date the first impression is served for the last website to go live under this Agreement.
    2. Renewal: Following the initial 3-month Term, this Agreement shall automatically renew for an additional 6-month Term unless either Party provides written notice of intent not to renew at least 60 days prior to the expiration of the then-current Term.
    3. Termination for Breach: Company may terminate this Agreement immediately upon written notice to Publisher if Publisher materially breaches this Agreement and such breach remains uncured for more than thirty (30) days after Publisher's receipt of written notice of such breach. If a material breach remains uncured after 30 days and Company terminates this Agreement, no additional amounts will be due to Publisher.
    4. Termination by Company: Company may terminate this Agreement at any time if: (i) Company is required to do so by law (including where provision of the Service becomes unlawful); (ii) provision of the Service is no longer commercially viable in Company's sole discretion; or (iii) Company elects to discontinue the Service or any part thereof.
    5. Effect of Termination: Upon termination or expiration of this Agreement, Publisher's use of and rights to the Services and Properties, including any obligations upon Company pursuant to Schedule A, shall immediately cease.
    6. Temporary Pause: Either party may temporarily pause this Agreement due to technical issues or similar circumstances that materially affect either party's ability to operate their business. The parties agree to work together in good faith to resolve any such issues, and the Agreement shall resume as soon as reasonably possible after resolution. If the aggregate paused time exceeds seven (7) days during any Term, such paused time shall be added to the Term of this Agreement. This Agreement may not be paused for longer than seven (7) consecutive days without written approval from both parties. Technical issues include system downtime or incompatibilities expected to last for a short period of time.
  7. WP Plugin
    1. If Publisher's Website is WordPress-based, Publisher agrees to install and maintain Newor Media's WordPress Plugin as required during the Term of this Agreement while Company is providing monetization services for such Website.
  8. Compliance with Company Policies and Applicable Laws
    1. Publisher will comply with all of Company’s policies and regulations including but not limited to privacy, advertising policies, platform quality policies, applicable copyright laws, and Company’s terms and conditions. Publisher further agrees to comply with all required third-party Terms and Conditions to receive Services including terms for ad networks and ad servers such as Google Ad Exchange and Google Ad Manager.
  9. Publicity and Ad Sales
    1. Publisher will comply with all of Company's policies and regulations as provided to Publisher or made available on Company's website, including but not limited to privacy policies, advertising policies, platform quality policies, applicable copyright laws, and Company's terms and conditions. Publisher further agrees to comply with all third-party Terms and Conditions required for the Services provided hereunder, including terms for ad networks and ad servers such as Google Ad Exchange and Google Ad Manager. Company will provide reasonable notice of material policy changes that affect Publisher's obligations under this Agreement.
  10. Counterparts
    1. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute the same instrument. For purposes hereof, a facsimile copy of this Agreement shall be deemed to be an original.
  11. Limitation on Liability and Damages
    1. Limitation on Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S MAXIMUM AGGREGATE LIABILITY FOR ALL DAMAGES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNT PAID TO PUBLISHER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CLAIM FIRST AROSE.
    2. Exclusion of Damages IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR LOSS OF USE, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    3. Third-Party Actions Company is not responsible for any domains, websites, or content from Publisher that are blacklisted, blocked, rejected, or otherwise restricted by any third parties, including but not limited to Company's advertising demand partners, ad networks, search engines, or other service providers.
  12. Damages
    1. Publisher understands and agrees that Company has and will put extensive effort into servicing this Agreement. Because of the difficulty of measuring economic losses as a result of a breach of this agreement, which may include damage to relationships formed with advertisers, and because of the immediate and irreparable damage that would be caused for which Company would have no other adequate remedy, Publisher agrees that, in the event of a breach of the foregoing covenants, the covenant may be enforced against Publisher by injunctions and restraining orders.
    2. Publisher agrees that, in the event of a breach of this Agreement by Publisher, Company may, at the Company’s sole discretion, withhold payment of any unpaid publisher revenue until the breach is remedied via a mutual agreement or a court of law. Company agrees to notify Publisher in writing within 7 days of any discovery of a breach of Agreement by Publisher and both parties agree to make reasonable efforts to remedy such breach within 7 business days after written notice.
  13. Confidentiality
    1. Publisher agrees that the terms and conditions of this Agreement are confidential and shall not be disclosed to any other party.
  14. Governing Law; Agreement to Arbitrate; Class Action Waiver
    1. This Agreement and all matters or issues arising out of or relating to this Agreement shall be governed by the laws of the State of Delaware. Any action arising out of or relating to this Agreement shall be settled by binding arbitration, unless otherwise expressly required by law or set forth in this Agreement, to be held in New York County, NY before one arbitrator under the then- existing rules of the American Arbitration Association as in effect that the time the dispute or controversy arises. The arbitrator may grant equitable relief, including but not limited to injunctive relief, and other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties and judgment may be entered on the decision of the arbitrator in any court having jurisdiction. The cost of arbitration will be borne by the party deemed at fault. The arbitrator shall apply DE law to the merits of any dispute or claim, without reference to rules of conflicts of law. In the event of a conflict between the AAA Rules and this paragraph, the AAA Rules shall control. EACH PARTY AGREES THAT THEY MAY BRING AND PURSUE CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITIES, AND MAY NOT BRING, PURSUE OR ACT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR COLLECTIVE PROCEEDING. EACH PARTY FURTHER AGREES THAT NEITHER PARTY MAY BRING, PURSUE, OR ACT AS A PLAINTIFF OR REPRESENTATIVE IN ANY PURPORTED REPRESENTATIVE PROCEEDING OR ACTION, OR OTHERWISE PARTICIPATE IN ANY SUCH REPRESENTATIVE PROCEEDING OR ACTION OTHER THAN ON AN INDIVIDUAL BASIS EXCEPT TO THE EXTENT THIS PROVISION IS UNENFORCEABLE AS A MATTER OF LAW. EACH PARTY AGREES THAT ANY REPRESENTATIVE CLAIMS THAT ARE FOUND NOT SUBJECT TO ARBITRATION UNDER THIS AGREEMENT SHALL BE RESOLVED IN COURT AND ARE STAYED PENDING THE OUTCOME OF THE ARBITRATION. THE PARTIES AGREE THAT A COURT, NOT THE ARBITRATOR, SHALL DETERMINE WHETHER ANY CLAIM FOUND NOT SUBJECT TO ARBITRATION UNDER THE TERMS MAY PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS.

Schedule A

This Schedule as detailed hereunder is an integral part of the Platform Agreement and a part thereof, shall be governed by the AAAA/IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less v3.0 ("IAB 3.0") posted at https://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs- FINAL.pdf, as amended below.