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1. INTRODUCTION AND DEFINITIONS

1.1 Welcome to the MGID’s Terms of Service for Publishers (“TOSP”). MGID, Inc. (“Advertising Platform”) agrees to provide any Publisher (defined in section 1.3(q) below) and, if applicable, Publisher’s authorized users, access to the MGID.com and MGID’s Dashboard, and any other MGID affiliate(s) displaying these TOSP subject to your acceptance of and compliance with these TOSP, and the terms and conditions of the Complete Agreement defined in section 1.2 below.
1.2 The “Complete Agreement” is comprised of the terms and conditions stated in the TOSP, any and all incorporated Insertion Order(s), any and all incorporated Placement and Format Instruction(s), and any and all incorporated Data Protection Addendum(s). This Complete Agreement constitutes a binding agreement between the Publisher and the Advertising Platform. In the event that any of the terms of these TOSP are inconsistent or contradict the terms of the Insertion Order(s), the terms of the lastly applicable incorporated Insertion Order shall control.
1.3 For the purposes of this Agreement -
- a. The term “Ad Block” shall mean any mechanism(s), software, browser extension(s) or application(s) that allows or in any way facilitates the ability of a viewer of Publisher’s URL(s) to block MGID’s Ad Unit(s) or Content placed on the Publisher’s URL(s).
- b. The term “Adjusted Revenue” shall mean the income earned and received by the Advertising Platform through MGID’s Ad Unit(s) distribution via the Publisher’s URL(s) during the Term of Agreement less direct costs which include transaction fees, commissions, refunds, chargebacks and collection costs which shall not exceed more than 10% of the unadjusted revenue.
- c. The term “Applicable Laws” shall mean the law of the state of New York and any other applicable federal, state and foreign laws or regulations, Children's Online Privacy Protection Rule ("COPPA") and California Consumer Privacy Act.
- d. The term “Applicable Data Protection Law” means applicable data protection and privacy laws including, where applicable, EU Data Protection Law (means (i) the EU General Data Protection Regulation (Regulation 2016/679); (ii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iii) any and all EU Member State laws made under or pursuant to any of the foregoing; in each case as amended or superseded from time to time. and the CCPA (means the U.S. California Consumer Privacy Act of 2018, as amended or superseded from time to time, and any implementing regulations as promulgated by the California Attorney General).
- e. The term “Confidential Information” shall mean any information that includes technical information or plans concerning services provided under this Complete Agreement and information disclosed by one party to the other party that is confidential or should reasonably be assumed to be confidential under the circumstances. Confidential Information does not include information that is:
  - i. generally known to the public through no fault of either party;
  - ii. rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality;
  - iii. independently developed by the receiving party without the use of the disclosing party’s information; and
  - iv. rightfully obtained by the receiving party from a third-party that has no duty of confidentiality to the affected party.
- f. The term “Content” shall mean any graphical, textual, and/or auditory media which may include text, data, information, photos, images, graphics, audio or video.
- g. The term “CPM” or “Cost Per Thousand Impressions” shall mean the price paid by the Advertising Platform to the Publisher for the display of MGID’s Ad Unit(s) one thousand times.
- h. The term “Fees” shall mean the amount the Advertising Platform is obligated to pay to the Publisher as compensation for the services rendered to the Publisher under the specified conditions contained in the corresponding Insertion Order(s).
- i. The term “Final Report” shall mean an adjusted monthly report of activity under this Agreement provided by the Advertising Platform via MGID Dashboard.
- j. The term “Full Platform Integration” shall mean the Publisher’s full compliance with the Advertising Platform’s instructions in MGID’s dashboard for the proper installation of the Advertising Platform’s code for MGID’s ad unit(s) to properly appear on the Publisher’s URL(s) which are covered by the Agreement.
- k. The term “MGID’s Ad Unit(s)” shall mean the space(s) on the Publisher URL(s) where one or more ads are displayed via integrated Advertising Platforms code through the Publisher’s URL(s) to monetize internet traffic.
- l. The term “Placement” shall mean Content placed on the Publisher’s URL(s).
- m. The term “Platform” shall mean the Advertising Platform’s proprietary technologies for monetizing online traffic with the platform serving as the broker or intermediary between the Publisher and the Advertising Platform.
- n. The term “Publisher’s URL(s)” shall mean the applicable Publisher’s domain(s), sub-domain(s), web page(s), application(s) and/or platform(s).
- o. The term “Recommendations” shall mean the display of Content that the Advertising Platform delivers to the viewer of the Publisher’s URL(s).
- p. The term “RPM” or “Revenue Per Thousand Impressions” shall mean the revenue generated per thousand impressions from the publisher’s perspective and is calculated by dividing total Adjusted Revenue by a total number of page views with MGID ad unit(s), then multiplying by 1,000. Page View is counted when all the appropriate MGID ad unit(s) codes have been loaded on a webpage.
- q. The term “Term of Agreement” shall mean the entire period during which the Agreement is in effect unless the Agreement is otherwise terminated pursuant to the terms of this Agreement.
- r. The “Traffic” or “Traffic Types” shall mean the various categories and sources through which page views are generated and include the following types (but not limited to):
- s. The term “Traffic Fraud” shall mean:
- t. The term “Viewability Rate” shall mean the percentage of ads that were deemed viewable out of the total number of ads served. The Viewability Rate is calculated as the ratio of the Number of Viewable Impressions to the total number of total Impressions multiplied by one hundred percent (100%).
- u. The term “Viewable Impression” shall mean an impression that meets the following criteria:
- v. The term “VPN” shall mean the use of a Virtual Private Network that hides the user’s IP address by letting the network redirect the user’s IP address through a specially configured remote server run by a Virtual Private Network host.

2. SCOPE OF SERVICES

2.1 The Publisher grants the Advertising Platform the right to interact with the Publisher’s URL(s) for the purposes of developing and serving of Content to the viewer of the Publisher’s URL(s).
2.2 The Publisher agrees that each Placement is governed by this Agreement, Insertion Order(s), Placement and Format Instruction(s), and any applicable Data Protection Addendum(s).

3. REPORTING

3.1 The Advertising Platform agrees to provide the Publisher with access to the MGID dashboard to access reports and to carry out other functions provided by the dashboard during the Term of Agreement.
3.2 The Advertising Platform agrees to provide to the Publisher access to daily reports via MGID’s dashboard. The Final Report which may or may not differ from the unadjusted report(s) will be either provided within ten (10) business days of each reporting period or within a period specified by the applicable Insertion Order(s).
3.3 The Final Report will provide the conclusive basis for calculation of the actual Fees charged to the Advertising Platform for the services rendered to the Publisher under the agreement. Publisher expressly understands and confirms that MGID’s traffic calculation methodology might be different from Google Analytics and other measurement tools.
3.4 The Publisher agrees to work in good faith with the Advertising Platform in the event of a discrepancy of over fifteen percent (15%) between the Advertising Platform’s Final Report and the data obtained by the Publisher. If any dispute arises under this clause, the parties shall seek to resolve any such dispute between them by negotiating promptly with each other in good faith and carrying out comprehensive internal investigations.

4. LIMITATION AND PROHIBITIONS

4.1 The Publisher agrees not to:
- a) obscure the Advertising Platform’s Content or MGID’s Ad Units;
- b) minimize, remove or otherwise inhibit the complete display of the advertising materials;
- c) artificially inflate clicks or impressions on the Recommendations;
- d) encourage or require any third-party to click on the Recommendations using incentives or other similar methods of generating traffic on the Recommendations;
- e) use any non-human impressions, including crawlers and parsers;
- f) restrict access in any way to the Publisher URL(s) which contain or should reasonably contain MGID Ad Unit(s); and
- g) use any auto-refresh functions for additional revenue accrual.
4.2 Any violation of section 4.1. constitutes a material breach of this Agreement. If the Advertising Platform reasonably determines the Publisher engaged in Traffic Fraud or any other activity listed in section 4.1, Advertising Platform may suspend any payments to the Publisher.
4.3 The Publisher may not deploy on any Publisher URL(s) content or Recommendations that:
- a) display adult, obscene, pornographic, defamatory, libelous, abusive, or illegal content;
- b) promote racism, violence, hate or discrimination;
- c) facilitate the sale of firearms, the promotion of terrorism, the sale of illegal drugs and the promotion of criminal activities;
- d) contain content that promotes activities that are understood or seen as internet abuse including but not limited to the use of spyware, use of corrupted file(s) virus(es), or the use of any other materials that are intended to damage or render inoperable software or hardware;
- e) infringe, promote infringement or violation of any third-party’s intellectual property rights or any other third-party’s rights; and
- f) violate United States economic sanctions or trade restrictions or failure to provide authentication documents; and
- g) any other content or Recommendations prohibited by this Agreement
4.3.1 Any individual violation of this section relating to the content or the Recommendations deployed on any Publisher URL(s) constitutes a material breach of this Agreement.
4.3.2 The Advertising Platform reserves the right to suspend any payments to the Publisher until section 4.3 violation of this Agreement is completely cured.
4.4 Any dispute regarding a payment from the Advertising Platform must be submitted in writing within thirty (30) days of receipt date of such payment. Failure to raise a dispute within this timeframe will result in the forfeiture of the right to contest the payment.
4.5 The Advertising Platform reserves the right to disable the Publisher’s URL(s) with or without any prerequisite warning if the Publisher breaches sections 4.1, 4.3.
4.6 The process of delivery of Advertising Platform’s Recommendations via MGID’s ad unit(s) to the Publisher URL(s) is an indivisible product. The Publisher may not employ any mechanism(s), software, browser extension(s) or application(s) on the Publisher URL(s) to interfere, augment, or change in any way the indivisible product provided by the Advertising Platform of delivery of the Recommendations via MGID’s ad unit(s) to the Publisher URL(s). Any violation of this section constitutes a material breach of this Agreement with the Advertising Platform reserving the right to suspend any payments to the Publisher until this violation is completely cured.

5. COMPENSATION

5.1 The Publisher shall choose the payment scheme in the MGID Dashboard, or the payment scheme shall be specified in the applicable Insertion Order(s). The Publisher bears responsibility for choosing an appropriate payment scheme. The Advertising Platform shall pay the Publisher the Fees for Recommendations delivered via MGID’s ad unit(s) through the Publisher URL(s) as measured by the Advertising Platform's tracking system.
5.2 The Publisher agrees that the following visits or impressions shall not be calculated towards the Fees amount:
- a) visits or impressions of three seconds or less to the Publisher URL(s); and
- b) visits or impressions to the Publisher URL(s) which occurred through the use of a VPN.
5.3 The Publisher shall provide written notice to the Advertising Platform within thirty (30) calendar days of the receipt of the Final Report if the Publisher intendeds to dispute in any way any portion of such report. This written notice has to clearly indicate the portion of the report disputed and has to be accompanied with adequate supporting evidence sufficiently detailing the Publisher’s position. The Advertising Platform shall provide a written response to a properly executed Publisher’s dispute within thirty (30) calendar days of receipt of a properly executed Publisher’s dispute. Any portion of the Final Report that is not properly disputed within thirty (30) calendar days of the receipt of the Final Report by the Publisher shall be considered as acceptance of all parts of the Final Report by the Publisher.
5.4 The Publisher and the Advertising Platform will be responsible for identifying and paying all taxes and other governmental contributions, fees, and charges (and any penalties, interest, and other additions thereto) that are imposed on each party upon or with respect to the transactions, payments and Fees received by either party under the Complete Agreement as required by the Applicable Law. The Fees payable by the Advertising Platform to the Publisher are inclusive of all national, state, or local taxes, fees, and contributions. Thus, the Advertising Platform will not be liable for the payment of any amount beyond the Fees.
5.5 Whenever the Advertising Platform finds that a bigger or lesser than the correct amount of payment has been made to the Publisher, the Advertising Platform may adjust any subsequent payment to cure the error.
5.6 To ensure proper payment, the Publisher is solely responsible for providing and maintaining accurate contact and payment information associated with the Publisher’s account. The failure to comply shall result in delay of payment of Publisher’s Fees.
5.7 Any Fees owed to the Publisher which are less than one hundred dollars ($100 USD) shall be accrued and distributed in the subsequent monthly cycle. If Publisher does not use Advertising Platform’s services for a continuous period of 12 months, an inactivity fee of $50 shall be applied, beginning from the first month of the inactivity period.
5.8 In order to alleviate the losses incurred by the Publisher resulting from the viewers’ use of Ad Block on the Publisher’s URL(s), the Advertising Platform offers an extra anti-Ad Block service. The Advertising Platform’s anti-Ad Block service allows the Publisher to continue the uninterrupted display of MGID’s ad unit(s) or Content on the Publisher’s URL(s) to viewers using Ad Block. If the Publisher subscribes to such extra anti-Ad Block service, the Publisher shall be compensated under a separate revenue share payment scheme for Publisher’s URL(s) viewers who use an Ad Block. Such separate revenue share payment scheme shall supersede any other payment scheme or structure in the Complete Agreement or in any Insertion Order in connection with Publisher’s URL(s) viewers who use an Ad Block. Under such separate revenue share payment scheme, the Publisher shall be compensated with 40% of the Adjusted Revenue provided to the Publisher and 60% of the Adjusted Revenue provided to the Advertising Planform.

6. TERMINATION AND CANCELLATION

6.1. The entire period of time during which the Complete Agreement is in effect is specified by the Term of Agreement.
6.2 The Complete Agreement may be immediately terminated by either the Advertising Platform or the Publisher if and only if:
- a) one of the parties commits a material breach of its obligations contained in this Complete Agreement and such breach is not cured within ten (10) days of the receipt of written notice of breach from the non-breaching party;
- b) one of the parties engages in repeated practice of materially breaching its obligations contained in this Complete Agreement which is a violation of any of the Complete Agreement’s clauses of three or more times, even if the individual violation(s) were cured within ten (10) days of the receipt of written notice of breach from the non-breaching party;
- c) a bankruptcy or other insolvency proceeding is filed by or against one of the parties;
- d) one of the parties files a formal or an informal application for the appointment of a receiver of the other party’s property;
- e) one of the parties makes an assignment for the benefit of creditors;
- f) one of the parties becomes insolvent, ceases to have the ability to pay its debts regularly, and stops carrying out ordinary course of business;
- g) there is a substantial reduction of thirty (30) percent or more in a period of ten (10) or more consecutive days in the volume of traffic generated by the Publisher URL(s) which is not cured within fourteen (14) days of the receipt of written notice of the reduction;
- h) there is a substantial change in the actual or intended audience composition or MGID’s ad unit(s) visibility of the Publisher URL(s) which is not permanently corrected within fourteen (14) days of the receipt of written notice of the change;
- i) there is a substantial layout or design change in the Publisher URL(s) which materially affects the Advertising Platform’s performance or viewability which is not cured within thirty (30) days of the receipt of written notice of the change; and
- j) there is no Full Platform Integration which is not cured corrected within two (2) days of the receipt of written notice of noncompliance.
6.3 In case of a material breach of the Complete Agreement, or occurrence of one of the early immediate termination conditions enumerated in section 6.2, either party shall have the discretion to terminate or renegotiate this Agreement upon ten (10) days written notice to the other party. In order to offset the direct and impairment losses sustained by the Advertising Platform from the Publisher’s material breach of the Complete Agreement, the Advertising Platform reserves the right to reduce Fees paid to the Publisher by thirty (30) % until the termination of the Complete Agreement or the cure of the material breach by the Publisher.
6.4 Upon termination of the Complete Agreement, it shall be the Publisher’s obligation to remove any pixels, tags, or scripts provided by the Advertising Platform. The Advertising Platform shall carry no liability for any losses related to or arising out of the Publisher’s failure to do so. To the extent that the Publisher continues to display any of MGID’s ad unit(s) beyond the Term of Agreement, the Publisher will be compensated Fees at a discounted rate of fifty (50%) percent.
6.5 Upon termination of the Complete Agreement for any reason, any unused funds should be returned to the Advertising Platform within five (5) business days of termination.
6.6 Either party may terminate the Complete Agreement for any reason by providing sixty (60) days written notice to the other party.

7. WARRANTIES AND REPRESENTATIONS

7.1 The Publisher represents and warrants that:
- a) it owns or is authorized to operate the Publisher URL(s);
- b) the content on the Publisher URL(s) and the Publisher URL(s) are either owned by Publisher or properly licensed for the use of the Publisher under the applicable law of the relevant jurisdiction;
- c) it has the full right and authority to grant the rights granted under this Agreement; and
- d) the Advertising Platform’s use of the Content on Publisher URL(s) under this Agreement will not infringe upon the rights of any third-party.
7.2 THE ADVERTISING PLATFORM PROVIDES THE SERVICE “AS IS.” ADVERTISING PLATFORM EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE FOREGOING REPRESENTATIONS AND WARRANTIES ARE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY THE ADVERTISING PLATFORM.
7.3 The parties represent and warrant that they shall comply with all the Applicable Laws.

8. CONFIDENTIALITY

8.1 Neither party will use or disclose to any third-party the other party’s Confidential Information except as necessary for the performance of the Agreement. The foregoing obligations will not restrict either party from disclosing the Confidential Information pursuant to a court order from a court of competent jurisdiction upon receipt of prior written notice. A party that advertently or inadvertently disclosed any of the other party’s Confidential Information shall be liable for all the damages resulting from the unauthorized disclosure.

9. PROMOTIONAL ACTIVITIES

9.1 Promptly following the execution of this Complete Agreement, the Advertising Platform and the Publisher shall each have the right to individually or jointly issue a press release (subject to each party’s prior review and approval which shall not be unreasonably withheld or delayed) or to perform other public relations activities announcing their relationship where each party may jointly or separately announce certain terms of the Complete Agreement. Each party shall provide reasonable support for such press releases and other public relations activities. In no event the Advertising Platform or the Publisher may disclose any Confidential Information.
9.2 The Publisher authorizes the Adverting Platform to use its name, logo and/or trademark without notice to or consent by the Publisher, in connection with certain promotional materials that the Adversity Platform may disseminate to the public. The promotional materials may include, but are not limited to, brochures, video tape, internet website, advertising in newspaper and/or other periodicals, and any other materials relating the fact that the Publisher has a contractual relationship with the Advertising Platform and such materials may be developed, disseminated and used without Publisher’s review. Nothing herein obligates the Adverting Platform to use Publisher’s name, logo and/or trademark, in any promotional materials of the Adverting Platform.

10. DATA PROTECTION

10.1 During the Term of Agreement, the Advertising Platform grants the Publisher a non-exclusive, non-transferable, and revocable license to use, reproduce, transmit and distribute the Content solely in order to provide services under this Agreement.
10.2 Except as expressly provided in this Agreement, the Publisher and the Advertising Platform retain all rights, titles and interests (including all intellectual property rights) in the Content, trademark(s), logo(s), and service mark(s). All rights not expressly granted in this Agreement are reserved by each party.
10.3 The parties will strive to protect all personally identifiable information obtained under this agreement and limit any authorized disclosures of such information to third-parties.
10.4 In addition to complying with all of the Applicable Laws, each party shall be individually responsible for providing all of the applicable notices and obtaining all of the relevant consents during the course of this Agreement and for the purposes of carrying out this Agreement as required by the Applicable Laws.

11. INDEMNIFICATION

11.1 Each party shall defend, indemnify and hold harmless the other party and its respective agents, affiliates, subsidiaries, directors, officers, employees, contractors, and partners against any and all third-party claims resulting from the breach of either parties’ duties, obligations and representations under this Agreement. In the event that such legal action is commenced, both parties agree that:
- a) the indemnified party shall provide prompt written notice to the indemnifying party of any such claim (failure to provide such prompt notice shall not relieve the indemnifying party of its indemnification obligations under this Agreement except to the extent it has been damaged);
- b) the indemnifying party shall have the sole control over the defense(s) or settlement(s) in such a legal proceeding (except the indemnifying party may not enter into any settlement that may adversely affect the rights or obligations of the indemnified party without the indemnified party's prior written consent);
- c) at the indemnifying party's request and expense, the indemnified party must cooperate in the investigation and defense of any legal claim tied to such legal action; and
- d) the indemnified party shall have the right to participate in all defense(s) and all relevant legal proceedings with counsel of its own choosing at the indemnified party's own expense.

12. LIMITATION OF LIABILITY

12.1 EACH PARTY AGREES THAT THE AGGREGATE LIABILITY OF A PARTY TO THE OTHER PARTY FOR ANY ACTION, DAMAGE, CLAIM, LIABILITY, COST, EXPENSE OR LOSS IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED (I.E., MAY NOT BE MORE THAN (BUT CAN BE LESS THAN)) TO THE AMOUNT PAID OR REQUIRED TO BE PAID BY THE ADVERTISING PLATFORM TO THE PUBLISHER PURSUANT TO THIS AGREEMENT DURING THE THREE (3) MONTHS PERIOD IMMEDIATELY PRIOR TO THE MONTH IN WHICH THE MOST RECENT EVENT GIVING RISE TO THE LOSS OCCURRED. FURTHERMORE, EXCEPT AS PROVIDED IN SECTION 10-EXCLUSIVITY OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECULATIVE, FUTURE, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND/OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES AND/OR WAS NEGLIGENT. THE PROVISIONS OF THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, DAMAGE, CLAIM, LIABILITY, COST, EXPENSE OR LOSS, WHETHER IN CONTRACT, STATUTE, TORT OR OTHERWISE.

13. CHOICE OF LAW

13.1. This Agreement shall be governed by and construed in accordance with the laws and principles of the State of California, without giving effect to any choice or conflict of law provision or rule. Any dispute, legal action, or proceeding arising under or in connection with this Agreement shall be brought exclusively in the federal or state courts located in the State of California, County of Los Angeles, and the City of Los Angeles, and the parties hereby irrevocably consent to personal jurisdiction and venue therein, waiving any right either party may have had to object to such venue on the basis of lack of personal jurisdiction or to seek a transfer of venue to any other jurisdiction, even if such other venue may be more convenient in any way.

14. MISCELLANEOUS

14.1 This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersedes all prior agreements or understandings, written or oral, relating to its subject matter at the time when the agreement is properly executed. The Parties agree to use their respective best, diligent and good faith efforts to fulfill all their obligations under the Complete Agreement. The Parties recognize however, that to effectuate all the purposes of the Complete Agreement, it may be necessary either to enter into future agreements or to modify the Agreement or both, specifically with the use of future Insertion Order(s). For example, and without limitation, the parties agree that as technology and needs of parties develop, they may desire to expand this Agreement to cover the changes. In such event, the parties agree to cooperate with each other in good faith to properly execute amendments to this Agreement.
14.2 The failure of either party to enforce strict performance of any of the provision of the Complete Agreement or failure to exercise any right under the Complete Agreement shall not be construed as a waiver of that party’s right under the Complete Agreement.
14.3 Advertising Platform may offer incentives and promotions from time to time. The terms and conditions applicable to such incentives and promotions shall be outlined by Advertising Platform in separate promotional or incentive policies. Any benefits obtained during these promotions will be forfeited unless used within 12 months.
14.4 The Advertising Platform shall have a right to withhold and offset any payments owed to the Publisher under the Complete Agreement against any current or future sums the Publisher owns to the Advertising Platform under present or any other present or future agreement.
14.5 Should any section or part of a section within the Complete Agreement be rendered void or unenforceable by any court of competent jurisdiction shall not have an impact on the enforceability or validity of any other clause or a part of clause. Any unenforceable or invalid clause shall be regarded as removed from this Agreement to the extent of its unenforceability and invalidity. Therefore, this Agreement shall be interpreted and enforced as if it did not contain the said clause to the extent of its unenforceability and invalidity.
14.6 All notices under the Agreement shall be in writing and either delivered by personal service, by confirmed email, by express courier, or by certified mail with return receipt requested to the address of the receiving party as set forth in the Insertion Order(s) or at such address as may be designated by a party via written notice to the other party. All notices under this Complete Agreement will be effective upon receipt.
14.7 During the Term of Agreement, the Advertising Platform may provide recommended privacy policy or disclosure language to the Publisher. The Publisher acknowledges that it shall not rely on such recommended language as, or as a substitute for, legal advice and that Publisher itself is solely responsible for any disclosures in its privacy policy or on its Publisher URL(s).
14.8 The Complete Agreement creates an independent contract relationship between the parties, and neither party will be deemed to be an employee, agent, partner, or legal representative of the other. Neither party will have any right, power or authority to create any obligation or responsibility on behalf of the other unless explicitly stated in this Agreement.
14.9 This Complete Agreement may be executed in multiple counterparts, each of which will be considered to be an original, but all of which together will constitute one and the same instrument.

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