FOR PUBLISHERS

Venatus Media Advertising Terms and Conditions

These Venatus Media Advertising Terms and Conditions (“Ts & Cs”) apply to all advertising that is placed or agreed to be placed by Venatus Media Limited, a company registered in England and Wales under company number 07183957, (“Venatus Media ”) on interactive properties (such as web-sites or apps) represented by Venatus Media or purchased by Venatus Media (“Publisher Media”).  Anyone placing an order that is accepted by Venatus Media (an “IO”) for the placement of advertising in Publisher Media (an “Advertiser”) is deemed to agree to these Ts & Cs; Venatus Media does not permit any other terms or conditions to apply to such orders.  An IO in combination with these Ts & Cs constitutes an “Agreement”.  If an Agency is identified in and enters into an IO, it is treated as the Advertiser for the purposes of these Ts & Cs.

 

1.             Inclusion of Advertising on Publisher Media

 

a.     Venatus Media agrees to place on one or more Publisher Media advertisements or sponsorship specified in an IO that complies with these Ts & Cs (“Advertising”).

b.     Unless otherwise expressly agreed by Venatus Media  in the relevant IO, timing and positioning of Advertising shall be at the discretion of Venatus Media  and the relevant Publisher Media’s proprietor (the “Publisher”), and shall appear on such Publisher Media, or part thereof, as may be selected by Venatus Media .

c.     Advertiser undertakes to provide to Venatus Media, at Advertiser’s expense all creative and other materials which are to be included in the Advertising (collectively, “Materials”).  The Materials shall be provided in such format, by such means of submission, and such period in advance of the planned commencement date of the relevant Advertising, as Venatus Media specifies from time to time.

d.     Advertiser acknowledges that all Materials (including, without limitation, the creative of any “redirect”) are subject to the approval of Venatus Media and the Publisher.  Any review of and/or approval by Venatus Media  of Materials shall not be deemed to constitute an acceptance by Venatus Media  or the Publisher that such Materials comply with these Ts & Cs, nor does it constitute a waiver of Venatus Media’s or the Publisher's rights hereunder.  Venatus Media reserves the right to require modification or replacement of Materials that do not meet Venatus Media’s or the Publisher’s requirements.

e.     Advertiser may provide reasonable updates to Materials for Advertising, consistent with Venatus Media’s above requirements.  Venatus Media will arrange for the placing of such updates within a reasonable time after receipt from Advertiser.

f.      Venatus Media shall be entitled to dispose of any Materials delivered to it unless prepaid return arrangements have previously been made between Venatus Media and Advertiser.

g.     Advertiser acknowledges that Venatus Media does not own, and is not responsible for the content or any legal compliance of, Publisher Media.

h.     Where the IO specifies a Behaviourally Targeted Segment, then the targeting of the relevant Advertising shall be according to Venatus Media’s - and not, for the avoidance of doubt, the Advertiser’s or any third party’s - specification for the composition of that Behaviourally Targeted Segment.

 

2.             Payment for Advertising

 

a.     Subject to any other invoicing arrangement expressly set out in the relevant IO, Venatus Media  will be entitled to invoice the Advertiser (i) the Total Cost (referred to as “Net Charges” below) specified in the IO, (ii) based on the assumption that the Completion Criteria will be entirely met for the Campaign, and (iii) pro-rated in monthly installments, on or more of which installments may be advance, where so required by Venatus Media , during the Campaign; provided that Venatus Media  shall be entitled to require payment in advance of all Net Charges for the entirety of the Advertising ordered under an IO if the Advertiser has not been approved by Venatus Media ’s finance department for credit.

b.     A “Campaign” is the measurable quantum of Advertising specified in the IO; a Campaign will be completed when, save as provided in Clause 4 d., 11 a. and 11d. of these Ts & Cs:

                                    i.    the number of Impressions, Clicks or other events (as determined by the triggering of a third-party conversion pixel based on a specified goal) set out in the IO for that Advertising have been delivered either (a) on Publisher Media, or (b) if a Behaviourally Targeted Segment is specified, against that Behaviourally Targeted Segment within Publisher Media; or

                         ii.    in the case of sponsorship Advertising, the Advertising in question has appeared on Publisher Media for the period specified in the IO, collectively, the “Completion Criteria”.

c.     In these Ts & Cs:

                                    i.    an “Impression” counts when it is made by a bona fide third party visitor upon a page of Publisher Media where Advertising appears; and

                                   ii.    a “Click” counts when it is made by a bona fide third party visitor upon the relevant Advertising.

d.     All invoices shall be paid within 30 days of invoice date.  If any are unpaid, Venatus Media shall have the right, in its sole discretion, to discontinue all Advertising pending the Advertiser’s payment of all sums that are due.  Advertiser will be responsible for all reasonable expenses (including legal fees) incurred by Venatus Media  in collecting unpaid amounts; and Venatus Media  shall be entitled to require Advertiser to pay interest at the rate of three per cent above the then-current annual base rate of HSBC Bank from the date of the relevant invoice until the actual date of payment.

e.     In the event that any taxes (such as Value Added Tax) are required to be paid on sums specified in an IO, such taxes shall be assumed and paid by Advertiser in the amount and manner specified by law.

 

3.             Reporting

 

a.     Venatus Media uses third party ad-serving software (“Ad Software”) to report on the number of Impressions and Clicks on Publisher Media where Advertising appears.

b.     The performance of Campaigns shall be determined exclusively on the basis of the Ad Software statistics.

                                    i.    After a Campaign (or any re-run under sub-Clause i. below) has completed, the Advertiser may request from Venatus Media a report detailing how the criteria for completion of the Campaign have been satisfied (a “Completion Report”).  If so requested by the Advertiser, Venatus Media will obtain a Completion Report from the provider of the Ad Software and forward it to the Advertiser.

c.     If so requested by an Advertiser, Venatus Media will issue the Advertiser with one login to the Ad Software for each campaign of Advertising.  This login will allow the Advertiser to have access to information regarding the day-to-day activity of an Advertising campaign. 

 

4.             Content of Advertising

 

a.     Advertiser undertakes that it is, and will continue to remain, entitled to include each item of Advertising, and to authorise Venatus Media to include each item of Advertising, in any or all parts of Publisher Media.

b.     Advertiser undertakes that each item of Advertising, all of its content and any web-sites or other properties linked to from it do not and will not appear to (a) infringe any applicable law, rule, regulation, standard or code (including, without limitation, any promulgated by the United Kingdom Advertising Standards Authority or any equivalent entity in any jurisdiction in which such advertisement is accessible), (b) infringe the intellectual property (including, without limitation, copyright) or other rights of any person or entity, nor require payment (including mechanical royalty or performing rights payments for use of music, union payments, rental right payments, author royalties or trade mark royalties) to be made, (c) infringe exclusive sponsorship rights, whether in relation to a sporting event or competition or otherwise, apparently held by a third party, (d) fail to conform to restrictions on the material that may appear therein, as expressed in the IO or in any communication received by the Advertiser from Venatus Media , whether in writing, by email or orally, or (e) contain any virus, worm, Trojan horse or other contaminant that may be used to access and modify, delete or damage any data file or other computer program.

c.     Advertiser agrees to indemnify and keep indemnified Venatus Media and its officers and employees against all claims, demands, liabilities, costs and expenses, including reasonable legal fees on a solicitor and client basis, arising in connection with any breach of sub-Clause a. or b. above, or any other provision of an Agreement.

d.     Venatus Media shall be entitled to remove from Publisher Media without notice and without compensation to the Advertiser any Advertising that appears (in Venatus Media’s, a Publisher’s or any notifying person’s reasonable opinion) to contravene sub-Clause a. or b. above.  In such event, Venatus Media shall be entitled to invoice the Advertiser for the remainder of the Campaign as if the Completion Criteria for it had been entirely met. 

e.     Unless Venatus Media  agrees otherwise in writing, Advertiser shall not be entitled to access or use, and shall gain no rights in, any information collected by Venatus Media  concerning users of Publisher Media on which any Advertising appears (such as, without limitation, personal data and identifiers, transactional information, click-stream data and demographic data).

f.      Advertiser grants to Venatus Media and the Publisher the right to reproduce, throughout the world, on or in promotional or advertising material promoting or advertising Venatus Media or the opportunity to advertise on Publisher Media, screen shots of all or any part of the Advertising as it appears on Publisher Media.

 

5.             Advertiser Brand Safety

 

a.     Venatus Media is committed to protecting its advertisers from inappropriate sites and advertising fraud.  Full details of the Venatus Brand Safety Procedures and Take Down policy can be found here: www.venatusmedia.com/brand-safety

 

6.             Restrictions

 

a.     Advertiser may not resell, assign or transfer any of its rights (including, without limitation, the right to place any advertising) or obligations under an Agreement without Venatus Media’s prior written consent.

b.     Each party shall comply with such duties (including, without limitation, any as to privacy, confidentiality or data protection) as it may owe in respect of any information that comes into its possession or control in connection with any Advertising or other activity conducted under an IO.

 

7.             Objectives

 

Except as may be contained expressly in an IO, Advertiser acknowledges that:

a.     no undertaking is given as to the number of Impressions, Clicks or other events that may occur in relation to any Advertising; and

b.     any proposed objectives, target audience or proposed tactics are indicative only, and Venatus Media  does not commit to them.

 

8.             Confidentiality

 

a.     Each party (“Disclosee”) shall keep confidential all Confidential Information of the other party (“Discloser”) and shall not disclose any such Confidential Information save to such employees, agents or sub-contractors of the Disclosee who need to know the same for the purposes of an Agreement.

b.     For the purposes of this Clause, "Confidential Information" means all information which is expressed to be or ought reasonably to be regarded as the confidential information of the Discloser (including, without limitation, business or financial details and arrangements of the Discloser).

c.     Advertiser agrees that it shall not object to Venatus Media conducting advertising research using data provided by or relating to Advertiser, to be used in aggregate.

 

9.             Warranties

 

Save to the extent that they are expressed in these Ts & Cs, all representations, conditions, warranties and terms relating to the services provided by Venatus Media under or in connection with an Agreement (whether statutory or otherwise, and including, without limitation, any as to the fitness for a particular purpose, satisfactory quality or merchantability of any thereof) are hereby excluded by Venatus Media to the fullest extent permitted by law.

 

10.           Limitation of Liability

 

a.     Nothing in these Ts & Cs limits Venatus Media's liability for death or personal injury resulting from Venatus Media's negligence.

b.     If any Advertising is run incorrectly or not in accordance with the relevant IO, then Venatus Media’s entire liability and Advertiser’s entire remedy shall be for Venatus Media  to arrange for the relevant Advertising to be re-run substantially in accordance with that IO (save for any timing requirements contained in it) – see further Clause 3 c. of these Ts & Cs.

c.     Except for liability arising or dealt with under sub-Clause a. or b. above, Venatus Media 's aggregate liability arising under or in connection with an Agreement (whether such liability arises from negligence, breach of contract or howsoever) in respect of any Agreement shall not exceed the greater of: (i) the total amounts payable by Advertiser under the relevant IO; and (ii) £1,000; provided that in no event will Venatus Media  be liable to Advertiser or any other person for or in respect of any indirect or consequential loss or damage, or for any loss of data, profit, revenue, contracts or business, howsoever caused (whether arising out of any breach of an Agreement or these Ts & Cs, any negligence of Venatus Media  or any other person or otherwise), even if the same was foreseeable by, or the possibility thereof is or has been brought to the attention of, Venatus Media .

 

11.           Termination

 

a.     Venatus Media may immediately terminate any IO upon notice to Advertiser in the event of default by Advertiser in the payment of any invoice or any other breach of the terms of an Agreement.  In such event, all Net Charges under any then-outstanding IO shall thereupon become immediately due and payable and Venatus Media shall be entitled to invoice the Advertiser for such charges and for the remainder of any Campaign under the terminated IO as if the Completion Criteria for it had been entirely met.

b.     Termination of these Ts & Cs shall not release Advertiser from its obligation to make payment for all Advertising that has been displayed, or for other charges that have been incurred prior to the date such termination becomes effective.

c.     Advertiser may terminate an IO immediately on written notice to Venatus Media in the event that Venatus Media is in material breach of these Ts & Cs, and such breach remains unremedied within thirty days after written notice given by Advertiser specifying the breach and requiring its remedy.

d.     Additionally, the Advertiser may terminate an IO by two full working days’ notice to Venatus Media, provided that in such event Venatus Media shall be entitled at any time thereafter to invoice the Advertiser for the entirety of each Campaign under the terminated IO as if the Completion Criteria for it had been entirely met.  For the purposes of these Ts & Cs, “working day” means a day other than Saturdays, Sundays and public holidays in England and Wales.

e.     Any termination of an IO under this Clause shall be without prejudice to any rights accrued in favour of either party in respect of any breach committed prior to the date of (or giving rise to) such termination and to those provisions of the relevant Agreement which are by their construction intended to survive such termination.

 

12.           Notices

 

All notices and other communications to be given under these Ts & Cs or any Agreement shall be given in writing to either party at the address or email address specified in the IO.  All notices shall be deemed given within one day after dispatch (in the case of notice by email, provided read receipt is obtained and retained) or three working days after dispatch (in the case of notice given by first class, recorded delivery post, provided proof of sending is retained).

 

13.           Entire Agreement

 

Each Agreement contains the entire agreement and understanding between the parties with respect to the subject matter thereof, and (in relation to such subject matter) supersedes all prior discussions, understandings and agreements between the parties and their agents (or any of them) and all prior representations and expressions of opinion by either party (or its agents) to the other party (or its agents), save that neither party shall limit or exclude or be deemed to limit or exclude any fraud or fraudulent representation by that party (or its agents) to the other party (or its agents) by this Clause.

 

14.           Various

 

a.     If any provision of an Agreement is or becomes invalid or illegal in any respect such provision shall be deemed to be severed from the Agreement but the validity, legality and enforceability of the remaining provisions of the Agreement shall not be affected or impaired thereby.

b.     A failure by either party to exercise and any delay forbearance or indulgence by either party in exercising any right, power or remedy under an Agreement shall not operate as a waiver of that right, power or remedy or preclude its exercise at any subsequent time.

c.     Venatus Media shall be entitled to sub-contract the performance of any of its obligations under an Agreement, and (provided it notifies Advertiser thereof) to assign all or any of its rights and obligations under each Agreement and these Ts & Cs.

d.     Advertiser shall not assign or otherwise transfer any of its rights and obligations under an Agreement to any other person without the prior written consent of Venatus Media.

e.     The Clause headings in these Ts & Cs and each Agreement are included for convenience only and shall not affect the construction of the relevant Agreement.

f.      Nothing in an IO shall prevail over any these Ts & Cs unless it is expressly stated to do so in the IO.

g.     Words and phrases accorded a particular meaning in any Clause shall (unless the context otherwise requires) be accorded that meaning when they appear elsewhere in the relevant Agreement.

h.     Neither party shall be liable for any breach of an Agreement that results from matters beyond such party’s reasonable control, provided that both parties shall work together to ameliorate the effects thereof.

 

15.           Governing Law

 

a.     These Ts & Cs and each Agreement shall be governed by English law.

b.     All disputes arising out of or in connection with these Ts & Cs or any Agreement shall be subject to the non-exclusive jurisdiction of the Courts of England.

 

VENATUS MARKETPLACE PUBLISHER TERMS AND CONDITIONS

BY ACCESSING AND USING AN ACCOUNT AND ELECTING TO PARTICIPATE IN THE VENATUS MARKETPLACE (OR CONTINUING TO PARTICIPATE FOLLOWING ANY POSTED OR NOTIFIED REVISION OF ANY PART OF THE PUBLISHER AGREEMENT), YOU REPRESENT, WARRANT AND COVENANT THAT YOU ARE ABLE TO AGREE AND ENTER INTO AND PERFORM THE OBLIGATIONS SET FORTH IN THESE TERMS AND CONDITIONS AND YOU ARE AND WILL BE BOUND BY THE PUBLISHER AGREEMENT. IF YOU WORK FOR OR REPRESENT A COMPANY OR OTHER ENTITY THAT IS THE “PUBLISHER” FOR THE PURPOSES OF THE PUBLISHER AGREEMENT, YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE AUTHORISED TO AGREE TO AND PERFORM THIS PUBLISHER AGREEMENT ON BEHALF OF SUCH COMPANY OR ENTITY.

 

This Agreement ("Agreement") is made by Venatus Media Limited, registered in England, UK under company number 07183957 (“Venatus Media”) and Publisher, (“Publisher"). This Agreement governs advertising delivered through Publisher’s Web site(s) or platform(s) (the "PROPERTIES"). Venatus Media and Publisher agree the following:

A. Venatus Media plans, buys and optimises advertising campaigns on behalf of its clients.

B. Publisher sells certain online advertising products and services that it is willing to make available in support of Venatus Media’s clients’ advertising campaigns.

C. Publisher wishes to sell and Venatus Media, or it’s advertisers, wishes to purchase certain of Publisher's advertising products and services in accordance with the terms set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

DEFINITIONS

”Advertising Material” means the logos, text, graphics, designs, trademarks and copyrights for any type of advertising including, (without limitation) those that appear in banner, skyscraper, MPU, leaderboard, pop-unders, takeovers, skins and by means of rich media and online video.

“Advertiser(s)” means one or more customers of Venatus Media which create the Advertising Material, and authorise Venatus Media to include it on the Publisher’s Properties.

"Advertising Revenues" are the amounts paid to Venatus Media (whether before or after the effective date of termination of this Agreement) by Advertisers for Advertising procured before or during the term of this Agreement, net of (a) advertising agency commissions (where applicable) and any other commissions or charges paid or payable to Advertisers, their representatives or agents, (b) any additional charges levied by the provider of the AdServing Service for the relevant Campaign, (c) any charges for the serving of standard Advertising, additionally some forms of Advertising (such as rich media Campaigns) may result in additional charges, and (d) value added tax and any other taxes properly charged in relation to the Advertising Revenues in question.

“Final Billing Publisher Revenues” means the amount of Advertiser Revenues due to the Publisher after reconciliation of the Advertiser’s Impressions.

“Impressions” means the number of times Advertising Material is served to a person visiting the Publisher’s Properties.

“Self Billing Agreement” means the terms relating to the Publisher agreeing to not raise sales invoices for Publisher Revenue. The Self Billing Agreement can be found in Appendix B of this agreement.

“Venatus Ad Code” means the header and body advertising codes which Publishers are permitted to use to serve Advertising Materials to the Publisher’s Properties.

“Venatus Marketplace” means the private marketplace owned and operated by Venatus Media.

“Venatus Marketplace Publisher Portal” means the online Publisher interface for the Venatus Marketplace.

AGREEMENT

1. Appointment of Venatus Media. The Publisher appoints Venatus Media to (a) market and sell space on the Properties on which Advertising may be placed (“Available Space”), and (b) to procure the placement of Advertising on the Available Space, in accordance with the Publisher and Advertiser Agreements. The appointment is non-exclusive. “Advertising” includes all types of online sponsorship and advertising, such as (without limitation) those that appear in banner, skyscraper, MPU, leaderboard, pop-unders and by means of rich media and online video.

2. Ad Quality and Restricted Advertising. Unless otherwise agreed by the Publisher (which agreement may be provided informally, such as by email or verbally), Venatus Media will not include Restricted Advertising on the Properties. Ad quality is specified in the Venatus Marketplace publisher portal and can be controlled by the Publisher.

3. Dealings with Advertisers. To assist Venatus Media in procuring sponsorships and campaigns of Advertising (collectively, “Campaigns”) for the Properties, the Publisher agrees to provide to Venatus Media any marketing or other similar materials it generates concerning the Properties or the Available Space. Venatus Media will be responsible for handling relationships with businesses that place Advertising through Venatus Media (“Advertisers”). Advertising will be sold at a rate and on a payment basis which Venatus Media specifies, for which purpose Venatus Media will use reasonable efforts to act in response to prevailing market conditions.

4. Data. The Publisher acknowledges that Venatus Media may use data it gathers [by means of cookies or pixels (including those placed by the Publisher)] concerning users of the Properties and their interaction with Advertising to help target Advertising to those users, and for other purposes. As between the parties, this data is owned by Venatus Media. For completeness, this data will not personally identify the individual in question.

5. Publisher Representative. The Publisher shall make available at least one member of its personnel, whose identity and contact details they shall provide to Venatus Media (a “Representative”), for dealing with issues that arise under this Agreement; the Publisher’s initial Representative is specified in the Account Details page of the Venatus Marketplace publisher Portal. The Publisher Representative shall respond promptly to Venatus Media’s requests for information and assistance which Venatus Media requires for the purpose of satisfying obligations owed to Advertisers, or to deal with issues arising in connection with this Agreement.

6. Serving of Advertising. Venatus Media uses third-party services for the hosting, serving, placement and management of Advertising (the “AdServing Service”), operated from servers controlled by Venatus Media or a third party under contract with Venatus Media (or one of its affiliates). [The Publisher: (i) shall input the coding (known as “Ad Code”, which Venatus Media shall supply to the Company) required by the AdServing Service to call-up and activate Advertising on the Properties; (ii) shall (upon requesting such access from Venatus Media,) be granted access by means of a web-based log-in to reports produced by the AdServing Service relating to the conduct of Campaigns; and (iii) acknowledges that the AdServing Service is provided as is, and that Venatus Media does not warrant or guarantee the expected results from use of its AdServing Service, that the functions of the AdServing Service will meet the Company’s requirements, or that the operation of the AdServing Service will be uninterrupted or error free.

7. Invoicing of Advertisers. Venatus Media shall invoice Advertisers for payments to be made in respect of Advertising. The timing of its invoices to Advertisers will be as specified by Venatus Media. The Company acknowledges that all consideration payable in respect of Advertising shall be receivable exclusively by Venatus Media.

8. Publisher Revenues. The Publisher shall be entitled to (a) a percentage of the Advertising Revenues, (b) a fixed CPM, CPC, CPA, CPL, CPV or CPI rate as agreed by Venatus Media and the Advertiser, (c) or any combination of (a) and (b). Publisher Revenues are calculated at the campaign level at the sole and absolute discretion of Venatus Media. Venatus Media evaluates each advertising campaign and makes relative revenue calculations based upon a number of factors including the type of campaign metric (e.g., CPM, CPC, CPA), the performance of the campaign, technology costs, and other factors relating to the campaign, the performance of Publisher's Properties and the Venatus Marketplace as a whole.

9. Paying the Publisher. Within the period of 7 days following the end of each calendar month during the term of this Agreement, Venatus Media shall update the Venatus Marketplace Publisher Portal to provide to the Publisher their Final Billing Publisher Revenues for the previous calendar month for self billing purposes. The Final Billing Publisher Revenues amount shall contain (a) the Advertising actually delivered on the Properties in that month, using the reports provided by the Adserving Service, as adjusted by Venatus Media (to take account of, amongst other things, discrepancies alleged by Advertisers and bonus Advertising run to correct such discrepancies), and (b) the projected Advertising Revenues for that month, based on such (adjusted) reports. Venatus Media requires all Publishers to agree to the Mandatory Self-Billing Agreement (Appendix B). Within 30 days after Final Billing Publisher Revenues are agreed Venatus Media will pay the Publisher its Final Billing Publisher Revenues as long as Publisher agrees that (a) Venatus Media shall have no liability or obligation to Publisher for payments due but unpaid from Advertisers; (b) Publisher will only assert any claims therefore directly against the Advertisers; and(c) Publisher shall hold Venatus Media harmless and indemnify it from any claims or liability related to such unpaid amounts. Venatus Media agrees to make every reasonable effort to bill, collect and clear payment from the Advertisers on a timely basis. Venatus Media, reserves the absolute right not to make any payments if the Publisher violates any of the terms and conditions set forth herein.

All payments of Publisher Revenues shall be made by PayPal, ACH or other form of automated funds transfer to such bank account as the Publisher may notify to Venatus Media. Additionally there is a minimum threshold on publisher payments in the amount of 50 USD and any publisher below this threshold will receive payment when the cumulative reaches the minimum.

10. Confidentiality. Each party (“Disclosee”) shall keep confidential all Confidential Information of the other party (“Discloser”) and shall not disclose any such Confidential Information save to such employees, agents or sub-contractors of the Disclosee who need to know the same for the purposes of this Agreement. For the purposes of this Clause, "Confidential Information" means all information which is expressed to be or ought reasonably to be regarded as the confidential information of the Discloser (including, without limitation, business or financial details and arrangements of the Discloser). The Company shall permit Venatus Media to conduct advertising research using data provided by or relating to the Company, to be used in aggregate. The Company will receive top-line reports on all such research which is conducted for the benefit of Venatus Media’s network of clients.

12. Warranties. Venatus Media does not give any warranty as to the extent of the Advertising Revenues or the volume or nature of the Advertising which may be generated in the performance of this Agreement. Save to the extent that they are expressed in this Agreement, all representations, conditions, warranties and terms relating to the services provided by Venatus Media under or in connection with this Agreement (whether statutory or otherwise, and including, without limitation, any as to the fitness for a particular purpose, satisfactory quality or merchantability of any thereof) are hereby excluded by Venatus Media to the fullest extent permitted by law.

13. Limitation of Liability. Nothing in this Agreement limits Venatus Media's liability for death or personal injury resulting from Venatus Media's negligence. Except for such liability, Venatus Media's liability arising under or in connection with this Agreement (whether such liability arises from negligence, breach of contract or howsoever) in respect of each event or series of connected events shall not exceed the greater of: (a) the total amounts of Commission received by Venatus Media during the three months preceding the date when such event (or the first event in any series of connected events) occurs; and (b) £5,000; provided that in no event will Venatus Media be liable to the Company or any other person for or in respect of any indirect or consequential loss or damage, or for any loss of data, profit, revenue, contracts or business, howsoever caused (whether arising out of any breach of this Agreement, any negligence of Venatus Media or any other person or otherwise), even if the same was foreseeable by, or the possibility thereof is or has been brought to the attention of, Venatus Media.

14. Term and Termination. This Agreement shall have an initial term of twelve months commencing on the Effective Date, and shall continue thereafter for successive periods of twelve months unless and until terminated by either party giving to the other at least three months notice of termination to expire at the end of any such twelve-month period. Either party to this Agreement ("the Wronged Party") shall also be entitled forthwith to terminate this Agreement by notice to the other party ("the Wrongful Party") if: (i) the Wrongful Party breaches this Agreement or any other agreement between the parties and fails to remedy the same within 30 days after receipt from the Wronged Party of a written notice giving particulars of the breach and requiring it to be remedied; (ii) the Wrongful Party commits any breach of this Agreement or any such other agreement which is not capable of remedy; (iii) an encumbrancer takes possession of, or a receiver is appointed over, any of the property or assets of the Wrongful Party; (iv) the Wrongful Party makes any voluntary arrangement with, or any assignment in favour of, its creditors or becomes subject to an administration order; (v) the Wrongful Party goes into liquidation or is declared insolvent; (vi) a Court makes any composition in satisfaction of the debts of, or a scheme of arrangement of the affairs of, the Wrongful Party; (vii) any event analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the Wrongful Party; or (viii) the Wrongful Party ceases, or threatens to cease, to carry on business.

15. Fraud. Any method to artificially and/or fraudulently inflate the volume of impressions or clicks is strictly forbidden. Counts of impressions or clicks will be decided solely on the basis of reports generated by Venatus Media 's Advertising Network. These prohibited methods include but are not limited to: framing an ad-banner's click-through destination, auto-spawning of browsers, blind text links, running 'spiders' against the Publisher's own website, automatic redirecting of users, pop-up windows or any other technique of generating automatic or fraudulent (as determined by Venatus Media, acting reasonably, or based on industry practices) click-throughs and/or impressions. Advertising Material may not be placed on a page which reloads automatically. Publisher may not require users to click on Advertising Material prior to entering a Web Site or any area therein or provide incentives of any nature to encourage or require users to click on Advertising Material. Publisher’s clicks-throughs of any link other than Venatus Media 's Advertising Material, or use of any other means of artificially enhancing click results shall be a material breach of this Agreement, and upon such occurrence, Venatus Media may terminate this Agreement effective upon delivery of notice. Such termination is at the sole discretion of Venatus Media and is not in lieu of any other remedy available at law or equity. Venatus Media 's ad server will be the official counter for determining the number of Advertising Material delivered under an applicable Order, and amounts payable under this Agreement.

16. Consequences of Termination. This clause, and all the provisions of this Agreement which are expressly or impliedly intended to have effect at or after the expiry or termination of this Agreement, shall survive such expiry or termination, and the parties shall perform their respective obligations under such provisions.

17. Notices. Unless otherwise stated in this Agreement, all notices to be given under this Agreement must be in writing and delivered by hand or sent by first class post to the other party’s Representative, and shall if delivered by hand be deemed served on the day of delivery (providing proof of delivery if retained) or if by post be deemed served on the third day after first class recorded delivery posting (providing proof of posting is retained).

18. Entire Agreement. This Agreement contains the entire agreement and understanding between the parties with respect to the subject matter of this Agreement, and (in relation to such subject matter) supersedes all prior discussions, understandings and agreements between the parties and their agents (or any of them) and all prior representations and expressions of opinion by either party (or its agents) to the other party (or its agents), save that neither party shall limit or exclude or be deemed to limit or exclude any fraud or fraudulent representation by that party (or its agents) to the other party (or its agents) by this Clause.

19. Various. If any provision of this Agreement is or becomes invalid or illegal in any respect such provision shall be deemed to be severed from this Agreement but the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. A failure by either party to exercise and any delay forbearance or indulgence by either party in exercising any right, power or remedy under this Agreement shall not operate as a waiver of that right, power or remedy or preclude its exercise at any subsequent time. Venatus Media shall be entitled to sub-contract the performance of any of its obligations under this Agreement, and (provided it notifies the Company thereof) to assign all or any of its rights and obligations under this Agreement. The Company shall not assign or otherwise transfer any of its rights and obligations under this Agreement to any other person without the prior written consent of Venatus Media. The Clause headings in this Agreement are included for convenience only and shall not affect the construction of the Agreement. Words and phrases accorded a particular meaning in any Clause shall (unless the context otherwise requires) be accorded that meaning when they appear elsewhere in the Agreement.

20. Governing Law. This Agreement shall be governed by English law. All disputes arising out of or in connection with this Agreement shall be subject to the non-exclusive jurisdiction of the Courts of England.

To signify the Company’s agreement, a duly authorised representative of the Publisher must accept the terms of this Agreement by ticking the Acceptance Box in the Venatus Marketplace Publisher Portal.

Appendix A: Mandatory Venatus Media Terms and Conditions

THESE TERMS MAY NOT BE ALTERED IN ANY WAY

Site Accreditation Requirements:

ALL of the following conditions, as expressed below, MUST apply to any inventory that is being sold by Venatus Media.

  1. The publisher of the site either owns or is entitled to use the content displayed on all URLs on which activity is running;

  2. The site does not knowingly include any ‘virus’ or other destructive programming or device that could impair or injure any data, computer system or software;

  3. The site does not knowingly violate any applicable laws or regulations, including without limitation, false or deceptive or comparative advertising laws, gaming and gambling laws, competition laws, and criminal laws;

  4. The site does not knowingly contain content originated by or on behalf of the site publisher that is defamatory, violates any rights of privacy or publicity or constitutes a misrepresentation;

  5. The content of the site originated by or on behalf of the site publisher does not and will not knowingly infringe any Intellectual Property Rights or other proprietary rights;

  6. The publisher and the site do not knowingly engage in, promote or facilitate activities such as pirating, hacking or any other activities which are illegal under UK law.

  7. In respect of unlawful activity or content contributed to the site without the publisher’s knowledge or awareness of its unlawfulness, the publisher operates a “notice and takedown” policy that complies with applicable law (currently the Electronic Commerce (EC Directive) Regulations 2002).

  8. The site publisher will use all reasonable endeavors to ensure, that inventory booked on this site will not be re-sold or re-brokered.

Appendix B: Mandatory Self Billing Agreement

Venatus Media Limited agrees to issue self-billed invoices for all supply of advertising space made to them by the Publisher until the following date: 31/12/2030

Venatus Media Limited agrees to complete self-billed invoices showing the Publishers name, address and VAT registration number (where applicable), as well as all the other details that make up a full VAT invoice.

Venatus Media Limited agrees to make a new self-billing agreement in the event that their VAT registration number changes.

Venatus Media Limited agrees to inform the Publisher if the issue of self-billed invoices will be outsourced to a third party.

The Publisher agrees to accept invoices raised by Venatus Media Limited on their behalf until the following date: 31/12/2030

The Publisher agrees not to raise sales invoices for the transactions covered by this agreement.

The Publisher agrees to notify Venatus Media Limited immediately if they change their VAT registration number, stop being VAT registered or sell their business (or part of their business).

Venatus Marketplace Publisher Agreement v.1.0