Demand Partner Agreement Template

DEMAND PARTNER AGREEMENT

This Demand Partner Agreement ("Agreement") is entered into as of Effective Date: by and between Company Name: with a principal place of business at ("Company"), and Demand Partner Name: with a principal place of business at ("Demand Partner"). Company and Demand Partner are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Company owns and operates an advertising platform and related technology for the sale and delivery of digital advertising inventory and advertising demand ("Platform"); and

WHEREAS, Demand Partner desires to access the Platform to submit advertising demand, and Company desires to permit such access on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to define their respective rights and obligations with respect to the submission, acceptance, delivery, reporting and billing of advertising demand and associated data.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. "Advertising Demand" means bids, campaigns, orders or requests for ad impressions or other ad inventory submitted by Demand Partner to the Platform. "Confidential Information" has the meaning set forth in Section 8. "Gross Revenue" means amounts actually received by Company attributable to Advertising Demand submitted by Demand Partner, net of refunds, credits and third-party transaction fees.

2. APPOINTMENT; SCOPE

2.1 Appointment. Company hereby grants Demand Partner a non-exclusive, non-transferable right to submit Advertising Demand to the Platform for the term of this Agreement in accordance with the terms and conditions herein. Demand Partner shall not resell, sublicense or otherwise transfer access to the Platform without Company’s prior written consent.

2.2 Restrictions. Demand Partner shall not submit any Advertising Demand that infringes third-party rights, violates applicable laws, contains malware, or otherwise breaches the Platform policies communicated by Company. Company may suspend or reject any Advertising Demand that it reasonably determines to be non-compliant.

3. TERM; TERMINATION

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of months, unless earlier terminated as provided herein. Thereafter the Agreement shall automatically renew for successive terms of the same length unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

3.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within days after receipt of written notice specifying the breach.

4. DEMAND PARTNER OBLIGATIONS

4.1 Compliance with Policies. Demand Partner shall comply with Company’s technical integration requirements, traffic quality standards and content policies provided to Demand Partner. Demand Partner shall not engage in fraudulent, non-human, incentivized, or otherwise invalid traffic.

4.2 Representations. Demand Partner represents and warrants that it has full right, power and authority to submit Advertising Demand and to grant Company the rights granted herein, and that all Advertising Demand submitted will comply with applicable laws and third-party terms.

5. FEES AND PAYMENT

5.1 Fee Structure. Company shall pay Demand Partner a fee equal to of Gross Revenue attributable to Advertising Demand submitted by Demand Partner, subject to adjustments for credits, refunds and invalid traffic as set forth in this Agreement.

5.2 Payment Terms. Company will calculate Fees on a monthly basis and shall pay Demand Partner within days after the end of the month in which the revenue was recognized. Payments shall be made in U.S. Dollars to bank account details provided by Demand Partner.

5.3 Setoff. Company may withhold or set off amounts against Fees for amounts owed by Demand Partner to Company or for adjustments due to invalid traffic, chargebacks or indemnifiable claims.

6. REPORTING; AUDIT

6.1 Reporting. Company will provide Demand Partner with monthly reports detailing impressions, clicks, conversions, revenue and adjustments. Demand Partner may dispute items on a report by providing written notice within days of receipt, stating the basis for the dispute.

6.2 Audit Rights. Upon reasonable notice and during normal business hours, each Party may audit the other Party’s records to the extent necessary to verify Fees or compliance with this Agreement; such audits shall not occur more than once in any 12-month period and shall be subject to confidentiality obligations.

7. DATA PROTECTION AND USE

7.1 Data Handling. Each Party shall process and handle personal data in compliance with applicable data protection laws. Demand Partner grants Company a limited license to use data supplied with Advertising Demand to provide the Platform and for reporting, analytics and fraud prevention.

7.2 Transfer. Where transfer of personal data across jurisdictions is required, Parties will implement appropriate safeguards and will cooperate to execute necessary contractual or technical measures.

8. CONFIDENTIALITY

8.1 Definition. "Confidential Information" means non-public business, technical and financial information disclosed by one Party to the other, which the receiving Party knows or reasonably should know is confidential.

8.2 Obligation. The receiving Party shall not disclose Confidential Information except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information shall not include information that is or becomes generally known to the public other than by breach of this Agreement.

9. INTELLECTUAL PROPERTY

9.1 Ownership. As between the Parties, Company retains all right, title and interest in and to the Platform, technology, documentation and Company Confidential Information. Demand Partner retains ownership of its pre-existing materials and of Advertising Demand creative provided by Demand Partner.

9.2 License. Demand Partner grants Company a limited, revocable, non-exclusive license to use, reproduce and display Advertising Demand creative and related assets solely to provide the Platform and perform this Agreement.

10. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

10.1 Mutual Representations. Each Party represents that it has the full power and authority to enter into this Agreement and perform its obligations hereunder.

10.2 Demand Partner Warranties. Demand Partner warrants that Advertising Demand and associated creative will not infringe third-party rights, will comply with applicable laws, and will not contain malicious code. Company’s sole obligation with respect to the Platform is to use commercially reasonable efforts to make the Platform available in accordance with its standard operational practices.

11. INDEMNIFICATION

Demand Partner shall indemnify, defend and hold harmless Company and its officers, directors and affiliates from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Advertising Demand submitted by Demand Partner that infringes third-party rights or violates applicable laws; (b) Demand Partner’s breach of this Agreement; or (c) fraud or willful misconduct by Demand Partner.

12. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS AND EACH PARTY’S LIABILITY FOR BREACH OF CONFIDENTIALITY OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR DAMAGES ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY COMPANY TO DEMAND PARTNER IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.

13. TERMINATION EFFECTS

Upon termination or expiration of this Agreement, Demand Partner shall immediately cease submitting Advertising Demand and shall return or destroy Company Confidential Information. Company shall pay Demand Partner any accrued Fees for periods prior to termination, subject to adjustments for credits, invalid traffic and offsets.

14. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a Party designates by notice). Notices are effective upon receipt.

15. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing. This Agreement may be executed in counterparts and delivered by electronic means, each of which shall be deemed an original.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to its conflict of law principles. Any disputes arising hereunder shall be resolved in the courts of that jurisdiction unless the Parties agree otherwise in writing.

This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

MISCELLANEOUS INFORMATION

Corporation LLC Partnership Sole Proprietor

SIGNATURES

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