Nexxen SSP General Terms
Last Updated June 15, 2026
This Schedule sets forth the General Terms and Conditions for Nexxen related to Partner’s use of Nexxen’s supply side platform (“Nexxen SSP”) and related products and technology by the “Partner” identified in the Pricing Sheet.
1. DEFINITIONS
1.1.
“Accounts” are any account(s) that have been established for Partner to access the Nexxen Platform.
1.2.
“Advertising” or “Ad” shall mean any advertisement or other promotional creative content, in any format, including text, graphics, video, audio, rich media, hyperlinks, interactive units, native units, and connected television (CTV) advertisements, that are submitted, serviced, delivered or made available by or on behalf of a demand partner for display or performance on Publisher Properties (as defined below). Advertising does not include Publisher Properties, Publisher content, the Nexxen Platform.
1.3.
“Advertising Standards” shall mean any applicable self-regulatory codes, rules or guidelines, including without limitation, the rules, codes, and guidelines issued by the Digital Advertising Alliance’s (DAA), European Interactive Digital Advertising Alliance (eDAA), the Network Advertising Initiative (NAI), and the IAB Transparency and Consent Framework (TCF), in each case, as amended, superseded or replaced.
1.4.
“Ad Impression” means a display of an Ad that is counted within the Nexxen Platform (as identified in the applicable Schedule).
1.5.
“Ad Inventory” means the advertising inventory, ad opportunities, ad requests or other advertising space or units made available on Publisher Properties that Partner owns, operates, or is otherwise lawfully authorized to monetize through the Nexxen Platforms, including display, video, native, mobile, in‑app, connected television, audio, or other digital advertising inventory, whether sold through open auction, private marketplace, programmatic guaranteed, header bidding, OpenRTB, or any other transaction method supported by the Nexxen Platform.
1.6.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
1.7.
“Imported Data” means first-party data imported by Partner to a Nexxen Platform for the purposes of targeting or matching in the creation of PMPs.
1.8.
“Confidential Information” means all written or oral information or material disclosed by one party to the other, whether such information is disclosed prior to, or during the Term, that has been identified as confidential or that, by its nature, or the circumstance of its disclosure, ought reasonably to be considered confidential. Information relating to the Services is the Confidential Information of Nexxen.
1.9.
“Intellectual Property Rights” means patents, utility models, trademarks, design rights, copyright, moral rights, database rights, trade or business names (whether registrable or not), including applications for and the right to apply for registration of any such rights, and any similar rights in any country, whether currently existing or created in the future, for their full term, together with any renewals or extensions.
1.10.
“Nexxen Materials” means the Service(s) and any proprietary or confidential technology, the Nexxen Platforms, and any other products, documentation, or materials of Nexxen, including any developments, modifications, enhancements, amendments, and upgrades thereto, and all derivatives thereof. Nexxen Materials includes any ad tag, programming code, software development kit (“SDK”), or application programming interface (“API”) used to effect or facilitate a provided Service and all documentation relating thereto.
1.11.
“Paid Ad Impressions” means any Ad Impression for which Nexxen has received compensation from its advertisers, ad networks, or demand partners.
1.12.
“Platform” or “Platforms” means the platforms owned and operated by Nexxen and/or its Affiliates, identified in the applicable Schedule to the Pricing Sheet that enable Partner to (i) license, use and manage data related to advertising campaigns and private marketplace purchases, (ii) manage and optimize private marketplace purchases across multiple inventory sources and ad exchanges, (iii) sell ad inventory on Partner’s properties, and/or (iv) all other successor and additional platforms and the infrastructure and software upon which these platforms operate.
1.13.
“Services” means the advertising and related digital services supplied by Nexxen’s Platforms, as identified in the applicable Schedule to the Pricing Sheet.
1.14.
“Service Fee(s)” means the fees to be paid to Nexxen for the use of applicable Nexxen Service.
1.15.
“Marks” means an entity’s name, logo, service marks, and trademarks.
2. NEXXEN RESPONSIBILITIES - ADVERTISING SERVICES.
Nexxen may provide products, advertising sales and associated services to Partner, including, but not limited to, the Services outlined in the applicable Schedule, and make a Nexxen Platform available to the Partner pursuant to the Agreement. The Partner acknowledges that in certain cases, Nexxen may utilize an Affiliate to fulfill its obligations under the Agreement, provided that Nexxen remains responsible and liable for the performance of such obligations. If a Nexxen Affiliate provides services to the Partner under this Agreement, the applicable Nexxen Affiliate shall fulfill all payment obligations to the Partner for such Services.
3. PARTNER OBLIGATIONS
3.1.
Account Registration. For any account, Partner is responsible for providing accurate and current user information (“User Credentials”), and for maintaining, securing, and updating all users and User Credentials, as appropriate. Partner is solely responsible for all activities that occur under its User Credentials and/or in connection with its account regardless of whether the activities, including noncompliance, were undertaken by the Partner, Partner’s Affiliate, or the Partner’s employees, subcontractors, agents, or other users who have access to the Partner’s account. Partner agrees to notify Nexxen promptly of any unauthorized use of its User Credentials or account or any other suspected breach of security relating to the Nexxen Materials.
3.2.
Partner shall cooperate with Nexxen as reasonably required for Nexxen to perform the Services in a timely and professional manner.
3.3.
Partner Affiliates. Partner’s Affiliate(s) may use the Services either (i) pursuant to this Agreement, provided that the Partner will be liable for the acts and omissions of any such Affiliate and Nexxen shall remain solely liable to the Partner under this Agreement, including for any payment obligations, or (ii) by entering into an “Affiliate Adopting Agreement” with Nexxen that independently adopts this Agreement, including its liability provisions (an “Adopted Affiliate”). The Partner will be solely responsible for notifying its Adopted Affiliates of any future modifications to this Agreement.
4. IMPORTED DATA.
4.1.
Imported Data Onboarding. Publisher may onboard Imported Data in connection with the Services through one or more methods approved by Nexxen, including direct file transfers, API or server-to-server integrations, tracking technologies (including, but not limited to, beacons, pixels, or SDKs), identity or data matching solutions, and/or clean room or other privacy-enhancing technology solutions operated by Nexxen or its authorized partners (collectively, “Onboarding Methods”). Publisher is solely responsible for obtaining and maintaining all rights, notices, consents, and other lawful bases required for use of any Onboarding Method under this Agreement, and for use of the Imported Data provided by, or on behalf of, Publisher.
4.2.
License Grant. Should Partner onboard Imported Data to the Nexxen Platforms, Partner grants Nexxen a revocable, worldwide non-exclusive, royalty-free license during the Term to use, reproduce, distribute, display, and store the Imported Data, solely in connection with performing its obligations hereunder. Nexxen may share Imported Data with third party partners as needed to provide the Services to Partner.
4.3.
Publisher represents, warrants, and covenants that: (a) it has all rights, permissions, notices, consents, and lawful bases necessary to provide the Imported Data to Nexxen and permit Nexxen, its Affiliates, and its partners and service providers to process such Imported Data in connection with the Services and this Agreement; (b) the Imported Data and Publisher’s collection, use, disclosure, transfer, and onboarding of such Imported Data comply with applicable laws; and (c) the Imported Data and use thereof as contemplated by this Agreement do not infringe or violate any third-party rights, including but not limited to Intellectual Property Rights or privacy rights.
5. BILLING AND PAYMENT
5.1.
Payments will be processed in accordance with the following requirements: (i) Non-U.S. entities must submit a properly formatted W-8 form, and payments will be made via international wire transfers; and (ii) U.S. entities must submit a properly formatted W-9 form and may request payment via ACH.
5.2.
Nexxen will provide Partner with an online summary of the activity on the applicable Platform. Nexxen will make all undisputed payments in the time period set out in the Pricing Sheet (or if none is set forth, ninety (90) days following the end of the applicable month), in accordance with the payment details provided by the Partner. Payments shall be made via electronic transfer and in U.S. Dollars. If the total undisputed amount payable to Publisher is less than the minimum payment threshold of $500 USD, Nexxen may withhold payment and carry forward such amount until Publisher’s total undisputed account balance equals or exceeds such threshold. Unless modified by the terms of a Schedule, in the event Nexxen is due any sums under the terms of this Agreement or for any other services provided to Partner, Nexxen may deduct or offset such amounts from any payments owed to Partner, or invoice Partner for such amount in accordance with the applicable Schedule or Pricing Sheet.
5.3.
Each Party shall report any discrepancies or questions regarding payment in good faith. The Parties will reconcile any discrepancies or questions promptly. Partner must notify Nexxen in writing of any payment disputes within thirty (30) days of issuance. Failure to do so will result in a waiver of any claims related to the disputed payment.
5.4.
Each Party under this Agreement is solely responsible for payment of any taxes, duties or fees applicable to its transactions under the Agreement and/or its use of any Service, except for taxes based on each Party’s net income, property or employees. Each Party making a payment under this Agreement may deduct any income tax withholding, or other tax or duties required to be withheld as required by applicable law, and shall pay the remaining net amount after such taxes have been withheld. For Partners based in the United States, any applicable taxes will be determined based on the laws and regulations of the taxing authorities governing the address provided by Partner.
5.5.
If, and only if, Partner is currently based or becomes based (whether as the original Partner or through assignment of this Agreement) in a jurisdiction outside of the United States to which withholding taxes apply, then the following language will also apply: Any applicable taxes not collected by Nexxen from Partner shall be paid by Partner to the relevant authorities directly, and in such circumstances, Partner shall: (a) gross-up such payment to fully-account for such tax, (b) immediately tender the relevant amount of tax to the appropriate authorities, and (c) promptly thereafter, inform Nexxen in writing that such taxes have been paid and provide such documentation (including original receipts or other governmental documentation) as may reasonably be requested by Nexxen to ensure that Nexxen is satisfied that it will not bear any financial liability of tax to such authorities in respect of such payment. To the extent that Customer reasonably determines that any payment to Nexxen is subject to withholding tax, Partner shall provide prompt notification to Nexxen of such fact in writing, and Nexxen shall thereafter provide Partner with a treaty residency certificate, or other similar governmental document, as reasonably requested by Partner.
5.6.
Nexxen pays solely based upon Paid Ad Impressions, as reported by the licensed Platform, the applicable ad network, demand partner or advertiser, as relevant. Publisher acknowledges that Nexxen shall have no obligation to process or pay any payments unless and until full payment is received by Nexxen of all amounts then-due and all such amounts have cleared.
6. TERM AND TERMINATION
6.1.
The term of this Agreement shall begin on the Effective Date, and shall continue for an Initial Period, and will renew for successive Renewal Periods (the “Term”), unless terminated as permitted in this Agreement.
6.2.
Termination for Convenience. This Agreement in whole, or any individual Schedule or Service provided hereunder, may be terminated by either party for any reason by providing thirty (30) days prior written notice to the other party at any time.
6.3.
Termination for Breach. Either party may terminate this Agreement, including all associated Schedules and any related documents, if the other party is in material breach of this Agreement. Termination for breach shall be effective upon providing the breaching party with at least fifteen (15) days prior written notice specifying the breach, provided that the breaching party does not cure the breach within this notice period. During this notice period, the non-breaching party may suspend its performance under this Agreement.
6.4.
Termination for Insolvency. Either party may terminate this Agreement immediately upon written notice if: (i) the other party files for bankruptcy or is adjudicated as bankrupt; (ii) a bankruptcy petition is filed against the other party and is not dismissed within sixty (60) calendar days; (iii) the other party becomes insolvent or makes an assignment for the benefit of creditors; (iv) a receiver is appointed over the other party’s assets or business; or (v) the other party discontinues its business, is dissolved, or liquidated.
6.5.
Nexxen’s Right to Terminate for Misuse. Nexxen may terminate this Agreement immediately upon determining, at its sole discretion, that the Partner is using the Services or Platforms in a manner that could damage or harm Nexxen’s Services, its Platform, or any third-party interests.
6.6.
Effect of Termination. Upon termination of this Agreement by either party, all outstanding, undisputed payments due shall be settled in accordance with the payment terms outlined herein. Each party shall, upon written request, promptly delete all Confidential Information, data, and materials belonging to the other party, except that each party may retain copies for record-keeping purposes, subject to the confidentiality provisions of this Agreement.
7. OWNERSHIP AND LICENCE
7.1.
Nexxen retains all right, title, and interest in and to the Nexxen Materials, including all associated Intellectual Property Rights. All data licensed, generated, inferred, or collected by Nexxen or its demand partners through Nexxen’s technology or other means, including but not limited to any identifiers, signals, metadata, usage data, geo-location data, analytics, and data collected through tracking technologies (including, but not limited to, beacons, pixels, or SDKs) or alternative identification methods, shall be the property of Nexxen or its Partners, as applicable. Partner acknowledges that the Nexxen Materials are the sole property of Nexxen and may not be used other than as permitted in this Agreement, without prior written consent from Nexxen.
7.2.
Nexxen hereby grants the Partner a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license during the Term to access and use the Nexxen Materials solely for the purposes set forth in this Agreement and any applicable Schedule or Pricing Sheet. This license is granted subject to the Partner’s compliance with the terms and conditions of this Agreement. Nexxen reserves the right to revoke or modify the license at any time, particularly in cases where the Partner breaches any provision of this Agreement or uses the Platforms or Services in a manner inconsistent with the purposes intended under this Agreement.
7.3.
Partner agrees not to: (a) use or authorize use of the Nexxen Materials for any purpose not specified in this Agreement; (b) copy, transfer, sell, lease, syndicate, sub-syndicate, lend, or use for co-branding, timesharing, service bureau, arbitrage, or other unauthorized purposes the Platform or access thereto; (c) modify, prepare derivative works of, translate, reverse engineer, reverse compile, or disassemble the Nexxen Materials or any portion thereof; (d) test the Nexxen Platforms for vulnerabilities or service limitations; (e) use the Nexxen Materials for the purposes of developing a product, program, or service that would compete with Nexxen’s products or services, or that will be owned by a third party; (f) use the Nexxen Materials in any way that adversely affects Nexxen or other third parties; (g) circumvent any privacy features (e.g., an opt-out) that are part of the Platforms; (h) seek, in a proceeding filed during the Term, an injunction on any part of the Platform based on patent infringement; or (i) authorize or permit any third party to do any of the foregoing.
7.4.
During the Term, Partner grants Nexxen a limited, royalty-free, nontransferable right to identify the Partner as a user of Nexxen’s services solely in connection with providing the services hereunder, and to use the Partner’s Marks in marketing materials, group press releases with other Partners, and on Nexxen’s website. Any other use of the Partner’s Marks shall be subject to the Partner’s prior written approval, however Nexxen may make general reference to Partner’s status as a customer of Nexxen.
8. CONFIDENTIALITY
8.1.
Each Party acknowledges that it or its employees may be exposed to proprietary or Confidential Information of the other Party, including, but not limited to, information regarding: (i) products and services and their pricing; (ii) royalty or fee arrangements; (iii) customers, prospective customers, suppliers, or employees; (iv) business methods, procedures, and techniques; (v) technology; marketing information or plans; (vi) trade secrets; and (vii) other commercially sensitive information.
8.2.
Each Party agrees: (i) not to disclose the Confidential Information of the other Party to anyone except its employees, contractors, and advisors on a strict need-to-know basis, subject to confidentiality obligations at least as strict as those set forth herein; (ii) to use the Confidential Information in connection with the performance of its rights and/or obligations under this Agreement; and (iii) to take all commercially reasonable measures to protect the confidentiality of the other Party’s Confidential Information, which at a minimum will include applying the same care as it applies to protect its own similar information, but in no event less than reasonable care, during the Term of this Agreement and for one (1) year after its termination.
8.3.
Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the recipient; (ii) is independently developed by the recipient without reference to or use of the disclosing Party’s Confidential Information; or (iii) becomes available to the recipient on a non-confidential basis from a source other than the disclosing Party, provided that such source is not bound by a confidentiality agreement, obligation, or fiduciary duty prohibiting disclosure, and the recipient has no reason to believe that such source may be restricted from making such disclosure.
8.4.
Each Party may disclose Confidential Information to the extent required: (i) by securities laws; (ii) to comply with a court order, governmental order, or applicable law; provided that, to the extent permitted by law, the Party required to make such a disclosure gives reasonable notice to the other Party to contest such order or requirement; or (iii) to establish or preserve its rights under this Agreement. Nexxen may disclose Confidential Information to its partners and/or advertisers to assist with purchasing advertising inventory, utilizing the Platform, or for any other reason to perform its obligations under this Agreement.
8.5.
The Parties agree that any actual or threatened breach of this Section 8 will constitute immediate, irreparable harm to the non-breachng Party for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach without the necessity of proving actual damages or posting any bond or other security.
9. REPRESENTATIONS & WARRANTIES.
Each Party represents and warrants that: (a) it has the full corporate right, power, and authority to enter into this Agreement and to perform its obligations under this Agreement; (b) its execution of this Agreement and performance of its obligations and duties do not, and will not, violate any other agreement to which it is bound; (c) all activities it, or its third-party providers, undertakes in connection with this Agreement will be performed in compliance with all applicable laws, rules, and regulations, as well as any relevant Advertising Standards; (d) the person executing this Agreement is duly authorized and has the legal capacity to execute and deliver this Agreement; and (e) it is duly organized and is in good standing under the laws of its jurisdiction of formation or incorporation.
10. INDEMNIFICATION
10.1.
Partner Indemnification. The Partner agrees to indemnify, defend, and hold harmless Nexxen, including its officers, directors, members, managers, agents, parent companies, subsidiaries, affiliates, and employees, against any and all third-party claims, fines, penalties, actions, liabilities, losses, expenses, damages, judgments, settlements and costs (including, without limitation, reasonable attorneys’ fees and remediation costs) that may at any time be incurred by reason of any claims, suits, demands, inquiries, audits or legal, regulatory or investigative proceedings arising from, relating to, or alleging: (i) libel, defamation, or violation of any third party’s Intellectual Property Rights, privacy rights, or data protection rights by Partner; (ii) the introduction or transmission of any virus, worm, or Trojan horse, malware, or other harmful code via the Partner’s use of the Platforms or originating from the Publisher Properties; (iii) any claims of click fraud, invalid, fraudulent, deceptive, or misrepresentative traffic associated with the Partner’s use of the Services; (iv) any breach of, violation of, non-compliance with Section 4 (Imported Data); and (v) Partner’s breach of this Agreement.
10.2.
Nexxen Indemnification. Nexxen agrees to indemnify, defend, and hold harmless the Partner, including its officers, directors, members, managers, agents, and employees, against any and all third-party claims, fines actions, liabilities, losses, damages, expenses, and costs that may at any time be incurred by reason of any claims, suits, or legal, regulatory or investigative proceedings arising from or related to: (i) any violation of Intellectual Property Rights, defamation, or libel caused by Nexxen’s operation of the Platform (excluding any data, content, or materials provided by or on behalf of the Partner); and (ii) fraudulent misconduct of Nexxen in connection with its performance of this Agreement.
10.3.
Nexxen shall not be liable for: (i) failure to provide access to all or any part of the Platform due to technical failures, systems outages, or interruptions caused by Nexxen or the internet; (ii) delays or failures in the delivery of data, Advertising or materials through the Platform caused by third-party servers, Partner-side issues, the Partner’s use of the Platform not in accordance with this Agreement, or other technical malfunctions; and (iii) errors or omissions in any audience segments, data, or reporting provided via the Platform that are beyond Nexxen’s control.
11. LIMITATION OF LIABILITY
11.1.
Nothing in this Agreement will operate to exclude or limit the liability of any Party for: (i) fraud, intentional misconduct and/or fraudulent misrepresentation; or (ii) any other liability which cannot by law be limited or excluded.
11.2.
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL LOSS ARISING FROM A BREACH OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, BUSINESS, OR GOODWILL, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, EVEN IF THAT PARTY HAS BEEN ADVISED OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES.
11.3.
IN THE EVENT OF ANY BREACH OF THIS AGREEMENT BY NEXXEN, OR OF ANY LOSSES INCURRED BY THE PARTNER ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT, NEXXEN’S TOTAL CUMULATIVE LIABILITY WILL BE LIMITED TO THE LESSER OF THE AMOUNTS ACTUALLY PAID BY NEXXEN TO PARTNER DURING THE SIX (6) MONTH PERIOD PRIOR TO THE TIME SUCH LIABILITY AROSE, OR ONE HUNDRED THOUSAND DOLLARS ($100,000). THIS LIMITATION WILL APPLY EVEN IF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
12. DISCLAIMERS.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE USAGE OR TRADE. THE SERVICES PROVIDED BY NEXXEN, INCLUDING ACCESS TO AND USE OF THE PLATFORM, ARE PROVIDED ON AN “AS-IS, AS AVAILABLE” BASIS.NEXXEN SPECIFICALLY DISCLAIMS ANY WARRANTY WITH RESPECT TO THE ADVERTISING, CONTENT, DATA, MATERIALS PROVIDED THROUGH THE PLATFORM, INCLUDING ANY WARRANTY THAT SUCH ADVERTISING, CONTENT, DATA, MATERIALS, OR INVENTORY WILL COMPLY WITH ADVERTISING STANDARDS. PUBLISHER ACKNOWLEDGES AND AGREES THAT NEXXEN PROVIDES NO GUARANTEE OF ANY VOLUME OF IMPRESSIONS DELIVERED, OR OF ANY AMOUNT OF REVENUE EARNED HEREUNDER. NEXXEN AND ITS SUPPLIERS, LICENSORS, AND SERVICE PROVIDERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM, THE SERVERS OR TECHNOLOGY THAT MAKE IT AVAILABLE WILL NOT FAIL DUE TO INTERNET OR OTHER MALFUNCTIONS OR ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEXXEN MAKES NO GUARANTEE REGARDING THE PERFORMANCE, AVAILABILITY, ACCURACY, OR QUALITY OF ANY DATA OR SERVICES PROVIDED THROUGH THE PLATFORM. NEXXEN MAY MODIFY UPDATE, SUSPEND, OR DISCONTINUE THE PLATFORM OR ITS SERVICES AT ANY TIME. NEXXEN DOES NOT WARRANT THE RESULTS OF USE OF THE PLATFORM BY THE PARTNER OR ANY THIRD PARTY.
13. MISCELLANEOUS
13.1.
Assignment. This Agreement may not be assigned or subcontracted by either Party without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed. However, Nexxen may assign or subcontract this Agreement without the Partner’s consent to a parent, subsidiary, affiliate, or any entity that acquires Nexxen or substantially all of its stock or assets, and shall give notice of such assignment.
13.2.
Independent Contractor Relationship. The Parties are independent contractors, and no agency, partnership, joint venture, or employment relationship is intended or created by this Agreement.
13.3.
The AAAA/IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less v3.0 (“IAB 3.0”), available at https://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf, are hereby incorporated into this Agreement. In the event of any conflict between the terms of this Agreement and the terms of IAB 3.0, the terms of this Agreement shall govern. For purposes of clarity, in IAB 3.0, “Agency” shall refer to Nexxen, and “Media Company” shall refer to the Partner.
13.4.
Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed an original, and all of which together shall constitute one and the same Agreement. The Parties confirm that: (i) an electronic version of this Agreement is deemed to be in writing; and (ii) where a Party has used an electronic signature, the Parties agree that such signature is valid for binding purposes.
13.5.
Severability. If any provision or part of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.
13.6.
Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the State of New York, without regard to its choice of law principles. Each Party consents to the personal jurisdiction and venue of the state and federal courts in New York, and agrees to receive service of process at the address set forth in this Agreement.
13.7.
Entire Agreement. Except in respect of any fraudulent misrepresentation, this Agreement, together with all exhibits and schedules, constitutes the entire understanding between the Parties with respect to its subject matter and supersedes any previous or contemporaneous oral or written agreements relating to the same.
13.8.
Amendment. No modification of this Agreement shall be effective unless made in writing and signed by both Parties, provided however that Nexxen may amend or modify any of the terms in the Agreement in which case it will update the “Last Revised” date at the top of these terms. If Nexxen make changes that are material, it will use reasonable efforts to attempt to notify Publisher, such as by e-mail and/or by placing a prominent notice on the Platform, and if any such changeds notified by Nexxen are not acceptable to Partner, Partner must notifiy Nexxen in writing of its objection within 30 days of such update. If Partner does not provide notice of its objection in writing to Nexxen prior to the end of the 30 day period, continued use of the Nexxen Platforms will contstitute acceptance of the applicable changes. The parties agree that modifications related to the platform usage fees, related service costs, and payment terms may be confirmed by both parties via email.
13.9.
Force Majeure. Neither Party shall be in breach of this Agreement or liable for any failure or delay in the performance of their obligations hereunder caused by any event or circumstance beyond their reasonable control, including, but not limited to, electrical outages, failure of Internet service providers, default due to Internet disruption (including, denial of service attacks), riots, insurrection, pandemics, acts of terrorism, war, fires, floods, earthquakes, explosions, and other acts of nature, governmental actions. The affected Party shall notify the other Party of such force majeure event and resume performance as soon as reasonably possible.
13.10.
No Waiver. No failure or delay by either Party in exercising any right or remedy under this Agreement shall constitute a waiver of that or any other right or remedy.
13.11.
Survival. Any provisions of this Agreement that, by their nature, should survive termination or expiration of this Agreement, including confidentiality, limitations of liability, indemnification, and governing law, shall survive.
13.12.
Notices. All notices, consents, and approvals must be delivered in writing to the addresses set forth in this Agreement. For Nexxen, notices shall be sent to the attention of the Legal Department at legal@nexxen.com. For the Partner, notices shall be sent to the individual who executed this Agreement. Notices shall be deemed effective upon receipt if delivered in person, by courier, or via electronic mail (provided no “undeliverable” notice is received), or within three (3) days if sent by mail.