1. Purpose: Selling Direct & Programmatic (PMPs) representation of (PARTNER) O&O connected TV Applications. For purposes of this Agreement, the Network includes only the properties that are specifically designated in the applicable 10 (the "Designated Properties"). UNIFD,LLC shall not be obligated to compensate Publisher for UNIFD,LLC tracking pixels, web beacons or other similar software codes (the "Tags") that Publisher places on properties other than the Designated Properties, unless otherwise agreed to in writing. Publisher and each member of its Network shall not, copy, alter, tamper or modify the Tags ( and any associated unique identifiers) in any manner and shall not use the Tags as defaults with any other third party utilizing Publisher's services. Publisher shall be liable for the acts and omissions of each member of its Network in connection with the Designated Properties.
2. Term and Termination. The term of this Agreement will begin upon acceptance by UNIFD,LLC of the 10, and will remain in effect unless and until terminated as provided herein (the "Term"). Either party may cancel this Agreement or any 10 upon twenty four (24) hours prior written notice; provided, however, in the event that Publisher, directly or indirectly, places Tags on properties other than the Designated Properties UNIFD,LLC may terminate this Agreement immediately without notice. Each 10 shall designate the start and end date of the applicable Campaign.
3. Payment Terms: Payment terms will be set forth in the 10. UNIFD may, in its sole discretion, withhold payments until such time as its third-party advertiser has paid UNIFD for the Campaign. UNIFD will not make payments to Publisher, until the Publisher has reached $500.00. UNIFD reserves the right to reduce any payments owed Publisher as a consequence of any offsets taken by its third-party advertisers for errors in the Campaign, including, but not limited to, technical errors, tracking discrepancies, brand safety invalid traffic violations and any other offsets to which UNIFD may be entitled in accordance with this Agreement. Publisher acknowledges and agrees that UNIFD may, in its sole discretion, regularly review impressions, click-through or other actions with respect to Advertising. No payment will become due to Publisher for actions that UNIFD advertising partners, and UNIFD determines are fraudulent including but not limited to bot traffic, non-human traffic (NHT), ad type, data center traffic, low viewability, incentivized traffic and other invalid means. UNIFD's excel spreadsheets will be the controlling measurement used for invoicing advertising fees owed to Publisher under an 10 (the "Controlling Measurement"). The Controlling Measurement will be reconciled via the UNIFD ad server. Any discrepancies between the Controlling Measurement and Publisher's impression data must be submitted to UNIFD in writing within thirty (30) days after receipt of the Controlling Measurement by Publisher. If the discrepancy is not resolved in writing after a good faith effort by the
parties to facilitate reconciliation and invoiced within ninety (90) days of receipt of the Controlling Measurement, the Controlling Measurement shall be deemed accurate and accepted by the Publisher. UNIFD shall not be liable for any payments for invoices received after such ninety 90) days. UNIFD will pay all invoices based on sequential liability with its advertisers' days of receipt of the relevant invoice. UNIFD will not pay for any advertisements that are delivered before a
Campaign is initiated, or after a Campaign terminates.
4. Restrictive Activities: Publisher represents and warrants that the Designated Properties on which the Campaigns will appear in connection with this 10 shall not contain spyware applications, adware applications, or drive-by download applications. Additionally, Publisher represents and warrants that the Designated Properties on which Campaigns will appear in connection with this 10 shall not contain viruses, trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other malicious computer programming routines that are intended to, or have the capacity to, damage, interfere with, intercept, or expropriate any system data or personal information. Publisher will also take proactive steps (i) to monitor and prevent impression fraud, spyware, adware, or any similar general and sophisticated invalid traffic agents from calling Campaigns and (ii) to prevent "forced visit" or fraudulent traffic as such terms are understood in the digital advertising industry. For purposes of this Agreement, fraudulent traffic may involve, without limitation, misleading or fraudulent domain
representation, integration into software applications of any kind, including toolbars, the placement of tags on non-content-based websites and buying practices which may lead to botnet or other non-human traffic such as iFrame stuffing, ad stacking or ad injecting. If in UNIFD's sole discretion, Publisher is found in breach of restrictive activities, in addition to other rights contained herein, UNIFD shall have the right to; (i) immediately terminate this 10; (ii) setoff, or receive a credit for, any amount billed by Publisher to UNIFD for the portion of the Campaign affected by the breach of restrictive activities; and/or (iii) an immediate refund of any amounts paid for the portion of the Campaign affected by such violation.