Publisher Agreement

Version: 20200601

SYNQY Persuasive Product Ad Network™ Publisher Agreement

This SYNQY Persuasive Product Ad Network™ Publisher Agreement (the “Publisher Agreement“) is an agreement between SYNQY Corporation, a Delaware Corporation (we, “us”) and you (if registering as an individual) or the entity you represent (if registering as a business), in either case as the applicant (“you“, “Publisher“). This Publisher Agreement, together with the Master Agreement executed by both of us (the “Master Agreement“), the SYNQY Persuasion Engine™ License and Services Agreement (“LSA”), and SYNQY’s Acceptable Use Policy and Privacy Policy (collectively, the “Operational Documentation“), contains the terms and conditions that govern your participation in the SYNQY Persuasive Product Ad Network (the “Program“). “Your Properties” means all of the websites and mobile application properties owned, operated or controlled by you that are approved for participation in the Program. You and we are sometimes each referred to generically herein as a “Party” and collectively as the “Parties.”

  1. Description of the Program

The purpose of the Program is to permit you to incorporate advertising made available through the Program (“Ads“), consisting of images, video, text, HTML, and/or other information (collectively, “Content“) on Your Properties in connection with advertising campaigns (“Campaigns“) by Advertisers in order to earn fees, as specified herein. An “Ad” may be sold by SYNQY, a SYNQY Persuasive Product Ad Network advertising reseller, you or your designated advertising sales agent(s).

  1. Enrollment

To enroll, you must provide us with such information as we request from Publishers that choose to participate in the Program in the language we request (“Program Application“). Among other things, you must identify Your Properties in your Program Application. You will ensure that the information you include in your Program Application and otherwise provide to us is at all times complete and accurate. All such information is incorporated into and forms a part of this Publisher Agreement. You may not share any login or password information that is issued to you in connection with the Program with any third party.

We will not serve any Ads to Your Properties until you provide us with valid taxpayer identification information or otherwise satisfy us that you are not an entity from whom we are required to obtain tax information. Additionally, if we discover or are notified that the tax information you have provided is not complete and accurate, we will immediately stop serving Ads to Your Properties and we may withhold your Advertising Fees until you provide correct information or otherwise satisfy us that you are not an entity from whom we are required to obtain tax information. You represent and warrant to us that (a) any Property on which you enable Ads to be served is one of Your Properties, (b) you have obtained the rights necessary for the exercise of all rights granted under this Publisher Agreement, and (c) you will be solely responsible for and will pay any licensors or co-owners any royalties or other monies due to them related to such content.

Before or after the enabling of Ads to be served to Your Properties we may review your Program Application and request additional information from you regarding the nature and content of Your Properties and your compliance with the Operational Documentation (and you agree to provide such information).

  1. Ads on Your Properties

You may display Ads only on Your Properties, and only in compliance with this Publisher Agreement and the Operational Documentation. You can require pre-approval of Ads that run on Your Properties. You may not modify Ads or Content we provide to you, or use Ads or Content other than as expressly permitted by this Publisher Agreement.

Either Party may terminate any Campaign at any time running on Your Properties.

  1. Program Requirements

By participating in the Program, you agree that you will comply with the Acceptable Use Policy and all pages, schedules, policies, guidelines, and other documents and materials referenced either in this Publisher Agreement or the Operational Documentation. You agree that you will use the Program and any Content provided to you only in accordance with this Publisher Agreement and the Operational Documentation.

You will promptly provide us with any information that we request to verify your compliance with this Publisher Agreement or any Operational Documentation. If we determine (in our sole discretion) at any time after you begin to receive Ads that the information provided in your Program Application is inaccurate or that any of Your Properties violates any of our Operational Documentation, or that you are otherwise in violation of this Publisher Agreement, we may suspend your participation in the Program with or without prior notice to you. Any such suspension will remain in effect until we are satisfied that the information provided to us is complete, accurate, and up-to-date, and that you and Your Properties are not violating this Publisher Agreement or the requirements of the Operational Documentation. You hereby consent to us investigating Your Properties to verify compliance with this Publisher Agreement and the Operational Documentation.

  1. Responsibility for Your Properties

You will be solely responsible for (a) Your Properties, including development, marketing, operation and maintenance, and all content that appears on Your Properties, (b) your use of the SYNQY Persuasion Engine client application(s), (c) your participation in the Program (including your display of Ads) in compliance with this Publisher Agreement and the other Operational Documentation, and (d) any action by a Campaign Partner (as defined below) that would violate this Publisher Agreement if undertaken by you.

We will have no liability for these matters or for any of your end users’ claims relating to these matters, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) all matters described in this Section 5; (b) your violation of any term or condition of this Publisher Agreement or any other Operational Documentation; or (c) your or your employees’ negligence, willful misconduct or fraud (each a “Claim“). You will not consent to the entry of a judgment or settle a Claim without our prior written consent, which may not be unreasonably withheld (provided that it shall not be deemed unreasonable for us to withhold consent to any settlement that requires us or any of our affiliates to admit fault or otherwise adversely affects us or our affiliates). You will use counsel reasonably satisfactory to us to defend each Claim. If we reasonably determine that a Claim might adversely affect us, we may take control of the defense at our expense (but without limiting your indemnification obligations).

  1. Information Policies

You will participate in one or more pricing models:

  1. Definitions as used below:
    • Advertising Data” means all data and information related to our performance under this Publisher Agreement or otherwise related to our providing you with Ads, including Ad Performance Data, but excluding Publisher Data.
    • Ad Performance Data” means all End-User Aggregated and Anonymous information related to the delivery of Ads (e.g., number of Ads served, impressions, clicks, conversions, video play duration, video un-mutes, and other delivery-specific metrics).
    • Ad Opportunity” means all data, information and methods related to identifying which Ad to place, where an Ad may be displayed on one of Your Properties, how an ad will be placed, and how to price that Ad.
    • Ad Response” means all information related to any response (or non-response) we provide to an Ad Opportunity (e.g., Ad creative, Advertiser, Advertiser category brand, product and product category, Ad descriptions, Ad targeting information, all any other Insertion Order Details).
    • “Advertiser Aggregated and Anonymous” where used with respect to our data, means a manner or form in which our Ad Performance data is combined with other advertisers’ Ad Performance Data to preclude identification, association, or correlation, directly or indirectly, of any particular Advertiser, Advertiser’s campaign or Advertiser’s product.
    • Aggregated” where used with respect to our data, means a manner or form in which our data is combined with data from numerous campaigns of numerous Advertisers and precludes identification, directly or indirectly, of any particular Advertiser, brand, product or end user; and where used with respect to your data, means a manner or form in which your data is combined with data from numerous properties and precludes identification, directly or indirectly, of any particular Publisher or Publisher Property.
    • Anonymous” where used with respect to our data, means in a manner or form that does not identify or permit identification, association, or correlation of, or with (a) any Advertiser or their brands or products, (b) any end user (c) you, or any of Your Properties, brands or products.
    • Children’s App” means a Property directed to children under 13 (as defined by the Children’s Online Privacy Protection Act of 1998, as amended, and the rules and regulations promulgated thereunder COPPA, when applicable).
    • Consent” means a user’s action as required under applicable law, rule or regulation (e.g., through a privacy notice, affirmative opt-in or other disclosures as required by applicable law, rule or regulation).
    • CCPA Data” means personal data as defined by and subject to the California Consumer Privacy Act of 2018.
    • End-User Aggregated and Anonymous” where used with respect to our data, means a manner or form in which our End-User data is combined to preclude identification, association, or correlation, directly or indirectly, of any particular end user or their individual behavior.
    • End User Data” means information collected from any end user of Your Properties that will be (a) disclosed to us in connection with the Program, (b) used in connection with the Program, or (c) collected by you or any Campaign Partner as a result of any Campaign we provide to you.
    • EU Data” means personal data within the meaning of applicable law, rule or regulation of the European Economic Area, including the General Data Protection Regulation (Regulation (EU) 2016/679) and any implementation or successor thereof, which is collected, used, transferred or processed as a result of the Parties’ activities under this Agreement.
    • Personal Data” means data which, alone, or when combined with other information can be used by either party to identify a person, including the person’s name, initials, date of birth, address, telephone number, e-mail address, financial account number, or government-issued identifier.
    • Publisher Aggregated and Anonymous” where used with respect to our data, means a manner or form in which our data is combined with data from numerous campaigns of numerous Advertisers on numerous Publishers and precludes identification, directly or indirectly, of any particular Publisher or Publisher Property.
    • Publisher Data” means your pre-existing data that you provide to us for a given click, program or campaign, such as end user specific information (e.g. loyalty program identification, personalization data).
  2. Our Data.
    • You agree that Advertising Data (which, for purpose of clarification, excludes Publisher Data) is the sole and exclusive property of SYNQY. Except as expressly permitted by the next two paragraphs, you agree that you will not disclose Advertising Data or any other information we provide you under this Publisher Agreement, and will not use Advertising Data or any such other information for any purpose other than as expressly permitted hereunder.
    • You may disclose Ad Performance Data: (1) to your employees, contractors and affiliates who need to know such information solely to facilitate your delivery of Campaigns under this Publisher Agreement, provided that you will be liable for any violation of this Publisher Agreement by any such employees, contractors or affiliates; (2) on an Aggregated and Anonymous basis solely for reporting, sales or marketing purposes; and (3) to the extent required to comply with a court order, law, or direction by a governmental or regulatory agency, provided that you first provide prior written notice to us of such anticipated disclosure and the opportunity for us to object to such disclosure or to seek confidential treatment of such Ad Performance Data.
    • You may disclose Ad Performance Data to a third party that is serving as a sales or analytics provider to you in connection with delivering Campaigns we provide to you (“Campaign Partner“) solely to the extent necessary for such Campaign Partner to deliver such Campaigns, and subject to the restrictions set forth in the remainder of this paragraph. A Campaign Partner must be subject to a written non-disclosure agreement with you that restricts the Campaign Partner’s use and disclosure of Ad Performance Data solely to the scope contemplated by this paragraph and does not permit the Campaign Partner to use Ad Performance Data to improve its systems or to use Ad Performance Data for the benefit of a third party. You must immediately disclose to us in writing your use of a Campaign Partner. Notwithstanding any non-disclosure agreement between us, we may disclose the restrictions set forth in this Publisher Agreement to a Campaign Partner. You will be liable for any violation of this Publisher Agreement by a Campaign Partner.
  3. Your Data.
    • Unless authorized by you, we will not disclose your Publisher Data except (1) to provide End User Aggregated and Anonymous Ad Performance Data reporting to applicable Advertisers for Campaigns that occur on Your Properties, (2) to disclose Ad Opportunities or Publisher Data to Advertisers (or their designated third parties) to facilitate and optimize the serving and delivery of Ads, (3) on an Aggregated and Anonymous basis, or (4) to the extent required to comply with a court order, law, or direction by a governmental or regulatory agency. For clarity, we may use, collect and compile Publisher Data for our internal purposes, including delivering and targeting ads, reporting and inventory forecasting.
  4. End User Data.
    • You agree that you will not provide us any End User Data that constitutes or includes any Personal Data other than an advertising-specific identifier that can be reset for a device (e.g., Unique User ID), geo-location data (i.e., latitude/longitude of a device) and full IP address. For the avoidance of doubt, you will not provide us with any device identifier that cannot be reset. To the extent End User Data includes any geo-location data you will provide such geo-location data to us only if you have first obtained Consent from the applicable end user to provide such data to us and to third parties to whom we may send geo-location data. You will make publicly accessible and adhere to, a privacy policy that abides by all applicable laws, rules and regulations (including any privacy laws, rules and regulations applicable to EU Data or CCPA Data). You will obtain any necessary Consent from, and provide legally adequate disclosure to, your end users regarding your collection, use, storage, modification, disclosure to third parties and destruction of all End User Data. You will implement and maintain reasonable security procedures and practices appropriate to the nature of the End User Data in your control to protect any End User Data from unauthorized access, use, modification, disclosure or destruction. You will use and authorize others to access and use End User Data only for the purposes permitted by the end user, including the purposes set forth in this Publisher Agreement, and disclose, maintain, and use End User Data in accordance with your privacy policy and applicable laws, rules, and regulations. Each party will independently determine the purposes and means of its respective processing of EU Data for which it is a data controller.

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  2. Publicity and Confidentiality

You will: (a) protect and not disclose information made available by us that is identified as confidential or that reasonably should be considered confidential; (b) use this information only to fulfill your obligations under this Publisher Agreement; and (c) either destroy or return all such information to us promptly when this Publisher Agreement terminates (and, upon request, confirm such destruction in writing). For clarity, Advertising Data is our confidential information and may only be used or disclosed as permitted under Section 8(b) of this Publisher Agreement. This section covers all confidential information regardless of when you receive it. You will not issue any press release or make any other public communication with respect to this Publisher Agreement, your use of the Ads or Content, the Program or your participation in the Program. You will not misrepresent or embellish the relationship between you and us or any Advertiser (including by expressing or implying that we or they support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between you and us, any Advertiser, or any other person or entity except as expressly permitted by this Publisher Agreement.

You grant us, our affiliates, and each of our employees, agents, contractors, and designees any and all necessary rights and permissions, on a royalty-free, worldwide basis, to use your name, the names and app icons of Your Properties, and the trademarks, trade names, logos, copyrights and other intellectual property provided by or through you for the purpose of fulfilling our obligations under this Publisher Agreement, for reporting purposes, and for marketing and promoting Your Properties to potential customers and Advertisers in connection with the Program.

  1. Limited License

In addition to the limited license set forth in the LSA, subject to the terms of this Publisher Agreement and solely for the limited purposes of displaying Ads in connection with the Program, we grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) sell Ads solely on Your Properties, and (b) display the Ads solely on Your Properties. We may, in our sole discretion and with our express prior written consent (email will be sufficient), grant you the right to sublicense these rights to third parties. If you are permitted to sublicense these rights, you agree that you are responsible for any breach of this Publisher Agreement or the Operational Documentation by such third party. This license will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Publisher Agreement or any Operational Documentation, or otherwise upon termination of this Publisher Agreement. In addition, we may terminate this license in whole or in part upon written notice to you. If we terminate this license, we may disable your use of the SYNQY Persuasion Engine.

  1. Reservation of Rights; Submissions

Other than the limited licenses expressly set forth in Section 8, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this Publisher Agreement or otherwise, acquire any ownership interest or rights in or to, the Program, Ads, Content, any domain name owned or operated by us or our affiliates, Operational Documentation, our and our affiliates’ trademarks and logos, and any other intellectual property and technology that we provide or use in connection with the Program. If you provide us or any of our affiliates with suggestions, reviews, modifications, data, images, text, or other information or content about a product or in connection with this Publisher Agreement, any Content, or your participation in the Program, or if you modify any Content in any way, (collectively, “Your Submission“), you hereby grant us (even if you have designated Your Submission as confidential) a perpetual, royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (a) use, reproduce, perform, display, make available and distribute Your Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission in a lawful manner; and (z) our and our sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights. You agree to provide us such assistance as we may require to document, perfect or maintain our rights in and to Your Submission.

  1. Compliance with Laws and Self-Regulatory Principles

In connection with your participation in the Program, you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you (federal, state, or otherwise), including laws that govern marketing email (e.g., the CAN-SPAM Act of 2003), user privacy and data security. For any Ads served to end users located in the U.S., you will at all times comply with the Digital Advertising Alliance’s (DAA) Self-Regulatory Principles for Online Behavioral Advertising (including the Mobile Guidance issued by the DAA in July 2013) set forth at www.aboutads.info (or any successor website). For any Ads served to end users located in the E.U., you will at all times comply with the European Interactive Digital Advertising Alliance’s European Principles, set forth at http://www.edaa.eu (or any successor website). If Your Properties are available through another distribution program, you agree that any information you make available to a third party regarding your use of any advertising identifier in Your Properties will be accurate and complete, and that you will properly honor any requirement of that program regarding the tracking of Ads in Your Properties.

  1. Third Party Software

Notwithstanding the provisions of this Publisher Agreement, other license terms may apply to certain software files contained within or distributed with the SYNQY Persuasion Engine that are specifically identified in related documentation, including any license, notice or readme files (collectively, “Third Party Software“). Such Third Party Software license terms shall apply to the corresponding Third Party Software file in lieu of the terms set forth in this Publisher Agreement. You acknowledge and agree that the SYNQY Persuasion Engine contains files built with open source code, and that your license to use, make available and distribute such files in Your Properties (including any other license provided by the LSA) is conditioned on your providing to users of Your Properties the proper notices and disclaimers with respect to such open source code (collectively, the “Open Source Notice“) and that we may terminate your license to use and distribute SYNQY Persuasion Engine in Your Properties if you fail to provide the Open Source Notice to your users. The required form of Open Source Notice can be found in the notices file that is downloaded with the SYNQY Persuasion Engine.

  1. Communications

We may communicate with you in connection with your use of the Program electronically and in other media, and you consent to such communications regardless of any customer communication or similar preferences or requests you may have indicated on the SYNQY.com web site or by any other means. Any written notice we are permitted or required to send to you may be sent to the email address then currently associated with your account. You will be deemed to have received all communications sent to that address even if the address is no longer current.

  1. Changes to Terms

We may make changes to this Agreement (including without limitation our Privacy Policy or Acceptable Use Policy) from time to time. If we change this Agreement in any substantive way, we will give you at least seven (7) days’ notice before the changes take effect, during which period of time you may reject the changes by terminating your account; provided, however, that we may change our Privacy Policy or Acceptable Use Policy at any time without prior notice to you.

You understand and agree that if you use the SYNQY Persuasion Engine Platform after the date on which this Agreement has changed, such use will constitute your acceptance of the updated terms of this Agreement in full.

  1. Survival

Upon any termination of this Publisher Agreement, all rights and obligations of the Parties hereunder will be extinguished, except that the rights and obligations of the Parties under Sections 5, 6, 7, 9, 10, 12 and 14 will survive such termination.