CURATION MEDIA, POWERED BY DURATION MEDIA TECHNOLOGY AGREEMENT
This Duration Media Technology Agreement (this “Technology Agreement“) is a legal agreement between Duration Media LLC (“Duration Media,” “we,” “our,” or “us“) and the company accepting this Technology Agreement by submitting and proceeding (“Subscriber,” “you,” or “your“). This Technology Agreement governs all of the Services provided by Duration Media to you.
1. DEFINITIONS
The definitions for some of the defined terms used in this Technology Agreement are set forth below.
Affiliate means, with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, is controlled by, or is under common control with, such entity.
Applicable Laws means all applicable international, national, state, and local laws, statutes, ordinances, regulations, directives, and self-regulatory guidelines.
Authorized User means your employees and contractors whom you authorize to access and use the Platform.
Confidential Information means: (i) with respect to Duration Media, the Platform and any other non-public information; and (ii) with respect to you, any non-public information regarding your business or data.
Curation Media SSP is Duration Media’s proprietary supply-side platform, which is designed to create a unique supply of display impressions for buyers and generate higher CPMs for publishers.
Platform means Duration Media’s patented proprietary real-time viewability ad technology, including the Curation Media SSP.
Services means the services Duration Media provides, including access to the Platform, as described in this Agreement.
Subscriber Content means any data, media, and other materials that Subscriber submits to the Platform, including publisher inventory.
2. PLATFORM AND IMPLEMENTATION
2.1 Provision of Access
Duration Media will provide you and your Authorized Users access to the Platform during the Term, subject to the terms and conditions of this Agreement. The Platform is built on Duration Media’s patented real-time intelligence to enable the creation of a unique supply of display impressions and higher CPMs for publishers.
2.2 Publisher Implementation
A publisher implements the Services by:
Adding a JavaScript tag onto their site, through Amazon Publisher Services UI, into their GAM instance, or into a tag manager solution (such as Google Tag Manager).
Appending their current ads.txt file to enable buyers to work with Duration Media.
Signing a Google MCM agreement.
2.3 Inventory Quality and Controls
You must adhere to any Inventory Quality Guidelines provided by Duration Media. You can adjust settings within the Platform to ensure that sponsorships and other high-value direct-sold campaigns are not impacted by the Duration Media technology.
3. FINANCIAL AND PAYMENT TERMS
3.1 Publisher Revenue Share
The parties agree to a revenue share of the sale of incremental impressions, based on net incremental revenue generated:
80% to the Publisher
20% to Duration Media
3.2 Payment Terms
Duration Media will be responsible for the collection of revenues from buyers. Duration Media will remit payment to the Publisher on net sixty (60) day payment terms following the end of the month in which the revenue was generated.
4. TERM AND TERMINATION
4.1 Term
This Agreement commences on the effective date and continues automatically renew for additional one (1) month terms (“Renewal Term(s)”) unless either party provides the other with at least thirty (30) days written notice prior to the end of the then-current Term of its election not to renew.
4.2 Termination for Cause
Either Party may terminate this Agreement immediately upon written notice if the other Party breaches any material term and fails to fully remedy or correct such breach within twenty (20) days after delivery of written notice.
4.3 Termination for Insolvency
Either Party may immediately terminate this Agreement upon written notice if the other Party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.
4.4 Effect of Termination
Upon termination of this Agreement for any reason, all Services shall cease. Duration Media shall be paid compensation due for all undisputed amounts for Services actually rendered up to the effective date of termination.
5. INTELLECTUAL PROPERTY AND DATA
5.1 Ownership
All right, title, and interest in and to the Platform, Documentation, and Services remain the sole and exclusive property of Duration Media. All right, title, and interest in and to the Subscriber Content remains your sole and exclusive property.
5.2 License to Subscriber Content
You grant Duration Media a non-exclusive, fully paid license during the Term to use the Subscriber Content for the sole purpose of performing the Services for you and for the improvement of the Platform and Services.
5.3 Work Product/Deliverables
To the extent that any Deliverables or work product are created specifically for you under an associated SOW, such work shall be deemed “works for hire” and all intellectual property rights shall reside with you or your affiliates.
6. INDEMNIFICATION
6.1 Indemnification by Duration Media
Duration Media will defend, indemnify, and hold you harmless from any third-party claim alleging that your access and use of the Platform infringes or misappropriates any third party’s intellectual property rights.
6.2 Indemnification by Subscriber
You will defend, indemnify, and hold Duration Media harmless from any losses arising from: (i) Your breach or violation of this Technology Agreement; or (ii) Any claim related to the Subscriber Content (including its legality, appropriateness, or compliance with law).
7. LIMITATION OF LIABILITY AND DISCLAIMER
7.1 Mutual Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORM, DOCUMENTATION, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND DURATION MEDIA DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE..
7.2 Exclusion of Damages
IN NO EVENT SHALL EITHER PARTY OR THEIR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR OTHER SIMILAR DAMAGES (INCLUDING LOST REVENUES OR PROFITS), REGARDLESS OF THE LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.3 Liability Cap
Duration Media’s aggregate liability for direct damages arising out of or related to this Agreement shall not exceed the total Fees paid or payable by Subscriber to Duration Media during the twelve (12) month period prior to the event giving rise to the claim.
8. GENERAL PROVISIONS
8.1 Governing Law and Venue
The validity, construction, and performance of this Agreement shall be governed by the laws of the State of New York. Any legal action or proceeding arising out of this Agreement shall be instituted in a federal or state court of competent jurisdiction in the State of New York, County of New York, and the parties consent to the personal jurisdiction of such courts.
8.2 Relationship of the Parties
Duration Media shall provide the Services on a professional basis as an independent contractor, and nothing in this Agreement creates a partnership, joint venture, agency, or co-employer relationship between the parties.
8.3 Publicity
Duration Media may refer to you as a customer and user of the Platform and use your name and corporate logos in its marketing and promotional materials during the Term only upon receiving prior written consent.
8.4 Entire Agreement
This Technology Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior arrangements.
