PubMatic Terms and Conditions

PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS FOR PUBMATIC. USE OF PUBMATIC INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR OR USE PUBMATIC.

Introduction. This agreement (“Agreement”) between You and PubMatic (“PubMatic”), a unit of Komli, Inc. (a Delaware Corporation), consists of these PubMatic Terms and Conditions (“Terms and Conditions”). “You” or “Publisher” means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement.

1. Program Participation. Participation in the Program is subject to PubMatic approval and Your continued compliance with these Terms and Conditions. PubMatic reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. By enrolling with PubMatic, You represent that You are at least 18 years of age and agree that PubMatic may serve third party advertisements (“Ads”) in connection with the Web site(s) that You designate and the Atom, RSS, or other feeds distributed through such Web site(s) (each such Web site or feed, a “Site”). For the avoidance of doubt, any reference in this Agreement or the Program Policies to an individual “Web page”, “Web site”, “Web site page” or the like that is part of the Site will also mean feeds distributed through such Web site. Multiple accounts held by the same individual or entity are subject to immediate termination unless expressly authorized in writing by PubMatic (including by electronic mail).

2. Implementation and Operation of Ads. You agree to comply with the specifications provided by PubMatic from time to time to enable proper delivery, display, tracking, and reporting of Ads in connection with Your Site(s), including without limitation by not modifying the JavaScript or other programming provided to You by PubMatic in any way, unless expressly authorized in writing by PubMatic (including by electronic mail).

3. 3rd Party Ad Networks. You agree to abide by any and all terms and conditions provided by 3rd party ad networks (“3rd party ad networks”), including but not limited to Google AdSense, Yahoo Publisher Network, Komli, and others, who’s services you subscribe to in association with PubMatic for the purposes of serving Ads to be displayed on your Site in exchange for compensation. Respective terms and conditions will be provided to you at the time of your subscription to said 3rd party d network. Ads provided by 3rd party ad networks are provided solely at the discretion of the network and You agree that these Ads are provided by PubMatic as is and Your use of the Ads is undertaken solely at your own risk. PubMatic provides no warranty that 3rd party ad networks will abide by the terms and conditions agreed to between You and the 3rd party ad network, including (i) continued operation of the 3rd party ad network and its ability to serve appropriate ads on Your Site in a timely manner; (ii) payment or other compensation made by the 3rd party ad network to You in exchange for the display of Ads on Your Site; (iii) any other terms of the agreement made between You and a 3rd party ad network. Your use of PubMatic does not effect in any way Your responsibilities under any agreement between You and a 3rd party ad network.

4. Parties’ Responsibilities. You are solely responsible for the Site(s), including all content and materials, maintenance and operation thereof, the proper implementation of PubMatic’s specifications, and adherence to the terms of this Agreement, including compliance with the Program Policies. PubMatic reserves the right to investigate, at its own discretion, any activity that may violate this Agreement, including but not limited to any use of a software application to access Ads or any engagement in any activity prohibited by this Agreement. PubMatic is not responsible for anything related to Your Site(s), including without limitation the receipt of queries from end users of Your Site(s) or the transmission of data between Your Site(s) and PubMatic. In addition, PubMatic shall not be obligated to provide notice to You in the event that any Ad is not being displayed properly to end users of the Site(s).

5. Prohibited Uses. You shall not, and shall not authorize or encourage any third party to: (i) directly or indirectly generate queries or impressions of or clicks on any Ad through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software; (ii) edit, modify, filter or change the order of the information contained in any Ad or remove, obscure or minimize any Ad in any way; (iii) frame, minimize, remove or otherwise inhibit the full and complete display of any Web page accessed by an end user after clicking on any part of an Ad (“Advertiser Page”); (iv) redirect an end user away from any Advertiser Page; provide a version of the Advertiser Page that is different from the page an end user would access by going directly to the Advertiser Page; intersperse any content between the Ad and the Advertiser Page; or otherwise provide anything other than a direct link from an Ad to an Advertiser Page; (v) display any Ad(s) on any error page, on any registration or “thank you” page (e.g., a page that thanks a user after he/she has registered with the applicable Web site), on any chat page, in any email, or on any Web page or any Web site that contains any pornographic, hate-related, violent, or illegal content; (vi) directly or indirectly access, launch, and/or activate Ads through or from, or otherwise incorporate the Ads in, any software application, Web site, or other means other than Your Site(s), and then only to the extent expressly permitted by this Agreement; (vii) “crawl”, “spider”, index or in any non-transitory manner store or cache information obtained from any Ads or any part, copy, or derivative thereto; (viii) act in any way that violates any Program Policies posted on the PubMatic Web Site, as may be revised from time to time, or any other agreement between You and PubMatic, or engage in any action or practice that reflects poorly on PubMatic or otherwise disparages or devalues PubMatic’s reputation or goodwill. You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies.

6. Termination; Cancellation. Subject to any third party agreements You may have with other advertising networks (e.g., Google AdSense), You may stop displaying Ads on any Site in the Program with or without cause at any time by removing the PubMatic JavaScript or similar programming from Your Sites. You may terminate this Agreement with or without cause at any time by sending written notice of your desire to cancel Your participation in the Program to PubMatic. This Agreement will be deemed terminated within ten (10) business days of PubMatic’s receipt of Your notice. PubMatic may investigate any activity that may violate this Agreement. PubMatic may at any time, in its sole discretion, terminate all or part of the Program, terminate this Agreement, or suspend or terminate the participation of any Site in all or part of the Program for any reason. In addition, PubMatic reserves the right to terminate without notice any account that has not generated a sufficient number of valid clicks on Ads or valid impressions of Ads (in each case as measured by PubMatic) for a period of two (2) months or more. Upon termination of participation of any Site in the Program or termination of this Agreement for any reason, Sections 6 through 10, 12, and 14 through 18 shall survive termination.

7. Confidentiality. You agree not to disclose PubMatic Confidential Information without PubMatic’s prior written consent. “PubMatic Confidential Information” includes without limitation: (a) all PubMatic software, technology, programming, specifications, materials, guidelines and documentation relating to the Program; and (b) any other information designated in writing by PubMatic as “Confidential” or an equivalent designation. PubMatic Confidential Information does not include information that has become publicly known through no breach by You or PubMatic, or information that has been (i) independently developed without access to PubMatic Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.

8. No Guarantee. PubMatic makes no guarantee regarding the level of impressions of Ads or clicks on any Ad, the timing of delivery of such impressions and/or clicks, or the amount of any payment to be made to You under this Agreement.

9. No Warranty. PUBMATIC MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT ADS ARE BASED ON NON-PUBMATIC CONTENT, PUBMATIC SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF SUCH ADS.

10. Limitations of Liability; Force Majeure. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE PROGRAM, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) PUBMATIC’S AGGREGATE LIABILITY TO PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY PUBMATIC TO PUBLISHER DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

11. Payment. PubMatic will bill you for services provided by PubMatic in relation to the depth and breadth of services provided. You will be eligibile to, from time to time, choose a billing plan that provides for a certain recurring payment to PubMatic in exchange for services rendered. You agree to pay PubMatic in a timely fashion, as determined at the sole discretion of PubMatic. If Your account becomes delinquent at any point in time, PubMatic reserves the right to (i) terminate Your use of PubMatic and access to PubMatic services, without prior notification; (ii) to use any legal means at the disposal of PubMatic to collect any outstanding balance, including but not limited to the sharing of your confidential personal information with a third party agency for the sole purpose of recovering the outstanding balance; (iii) notifying your credit card provider and any credit reporting bureau of the delinquency of Your account.

12. Publicity and Marketing. You agree that PubMatic or Komli, Inc. may use Your name, site name, URL, number of impressions, estimated Cost Per Million (“eCPM”), other similar site data, and logo in presentations, marketing materials, customer lists, financial reports, Web site listings of customers, and Search Results Pages. If You wish to use PubMatic’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (“Brand Features”), You may do so, so long as such use is in compliance with this Agreement and in compliance with PubMatic’s then current terms of use for its Brand Feature.

13. Representations and Warranties. You represent and warrant that (a) all of the information provided by You to PubMatic to enroll in the Program is correct and current; (b) You are the owner of each Site or that You are legally authorized to act on behalf of the owner of such Site(s) for the purposes of this Agreement and the Program; (c) You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder; and (d) You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in Your performance of any acts hereunder. You further represent and warrant that each Site and any material displayed therein: (i) comply with all applicable laws, statutes, ordinances, and regulations; (ii) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not pornographic, hate-related or otherwise violent in content.

14. Your Obligation to Indemnify. You agree to indemnify, defend and hold PubMatic, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively “Indemnified Person(s)”) harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your use of the Program, the Site(s), and/or Your breach of any term of this Agreement.

15. PubMatic Rights. You acknowledge that PubMatic owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program (including PubMatic’s ad serving technology, search technology, referral technology, and Brand Features, and excluding items licensed by PubMatic from third parties), and that You will not acquire any right, title, or interest in or to the Program except as expressly set forth in this Agreement. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any PubMatic services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Program or proprietary information related thereto. You will not remove, obscure, or alter PubMatic’s copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any PubMatic services, software, or documentation (including without limitation the display of PubMatic’s Brand Features with Ads, as applicable). “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

16. Information Rights. PubMatic may retain and use, subject to the terms of the PubMatic Privacy Policy all information You provide, including but not limited to Site demographics and contact and billing information. You agree that PubMatic may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling Your participation in the Program, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. PubMatic may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. PubMatic disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party. PubMatic may share non-personally-identifiable information about You, including Site URLs, Site-specific statistics and similar information collected by PubMatic, with advertisers, business partners, sponsors, and other third parties. In addition, You grant PubMatic the right to access, index and cache the Site(s), or any portion thereof, including by automated means including Web spiders or crawlers.

17. Miscellaneous. This Agreement shall be governed by the laws of Delaware, except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in the State of Delaware . The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this Agreement must be made in a writing executed by both parties, by Your online acceptance of updated terms, or after Your continued participation in the Program after such terms have been updated by PubMatic. The failure to require performance of any provision shall not affect a party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties’ intention, and the remaining provisions of this Agreement will remain in full force and effect. You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to PubMatic. Notwithstanding the foregoing, PubMatic may assign this Agreement to any affiliate at any time without notice. The relationship between PubMatic and You is not one of a legal partnership relationship, but is one of independent contractors.

18. Copyright Information. Copyright 2008 PubMatic. All rights reserved. The PubMatic name and logo, and all related product and service names, design marks and slogans are the trademarks or registered trademarks of PubMatic or Komli, Inc. All other product and service marks contained herein are the trademarks of their respective owners. You may not use any PubMatic or Komli trademarks or logos without the prior written consent of PubMatic.

January 15, 2007