ConnectID Service Agreement

1. Yahoo ConnectID Service. The Yahoo ConnectID service works with the demand services provided by Yahoo to help Company monetize its sources of supply through Yahoo’s demand-side platform (“DSP”). Company, through the Yahoo ConnectID service, provides to Yahoo a hash of an end user’s email address, phone number or other agreed-upon identifier (the “ConnectID Identifier”) that Yahoo and its partners may use as provided herein including to determine what advertisements may be most relevant to that end user, and to support ad measurement and related processing purposes.
   1. Yahoo shall provide Company with the information, technical specifications and instructions necessary to implement the “ConnectID Script”. Company shall, and shall ensure that its publisher partners or other sources of supply, comply with these technical specifications and with reasonable instructions received from Yahoo. Company has no obligation to install the ConnectID Script or provide the ConnectID Identifier to Yahoo under this Addendum.
   2. Where Company or, where Company works with multiple, individual publishers or other sources of inventory supply (each a “Publisher”), a Publisher has an end user’s ConnectID Identifier, and has provided the appropriate end user notices and received any required end user consents as further provided below, the ConnectID Script shall apply a hash algorithm or other means of obfuscation (as determined by Yahoo) to the end user’s ConnectID Identifier and transmit the unique hash sequence to Yahoo. Yahoo shall return the “ConnectID”, which shall consist of the hashed ConnectID Identifier encrypted with a Company-specific or, where appropriate, a Publisher-specific key (the “Company Key”). When Company or a Publisher sends a bid request to Yahoo, it shall include the ConnectID returned to it by Yahoo. Company shall only provide the ConnectID Script to, or return a ConnectID from, Company and/or approved Publishers as agreed between Company and Yahoo (email to suffice). Company shall not share any ConnectID(s) with any other entities or non-approved Publishers and shall alert Yahoo if it becomes aware of any unauthorized use of the ConnectID service.
2. Privacy Protections.
   1. Company hereby represents and warrants that it shall provide all controls (e.g., opt-out capabilities) and notices required by, and obtain all consents and permissions required by, applicable privacy law(s) or operating platform (e.g., Apple iOS, Android, CTV and OTT devices, etc.) obligations when: (i) gathering the ConnectID Identifier; and (ii) transmitting the ConnectID to Yahoo and/or it advertising partners, for the purpose of delivering targeted advertising, measuring advertising and segment performance, improving Yahoo’s services, and activities related to such uses. Where Company and/or a Publisher has not received the appropriate consents, opt-outs and/or provided the appropriate notice(s) to an end user, Company shall not make the ConnectID Identifier or the ConnectID available to Yahoo. Furthermore, Company shall ensure that it shall not make available to Yahoo a ConnectID Identifier or ConnectID for any child, as defined by the applicable privacy laws.
   2. Company shall comply with applicable privacy laws and honor user privacy preferences, as well as relay applicable user privacy preferences to Yahoo, including any end user choices made via platform controls offered by mobile, CTV and OTT devices, prebid.org APIs, the IAB Transparency and Control Framework, the IAB Global Privacy Platform, and, where applicable, the Global Privacy Control (GPC). In some cases, this may require Company to modify, disable, or update the ConnectID Identifier and related advertising scripts and configuration parameters to ensure that Yahoo and its partners will receive, and can accurately interpret, privacy user preferences, required age information, jurisdiction context, IAB TCF information, and other user metadata required by privacy regulations that are applicable to Company and each Publisher using ConnectID Identifier. Yahoo and Company shall work together to ensure that Company’s implementation of the Yahoo ConnectID service conforms to updates to the applicable privacy laws and regulations.Yahoo provides a multi-language opt-out portal to all publishers where end users may submit their email addresses and/or phone numbers for permanent opt-out of Connect ID services. The link to this opt-out portal is https://connectid.yahoo.com. Company and/or Publishers may reference this link in their applicable privacy notices and in/around any privacy choice mechanism they offer to end users.
   3. European Economic Area / United Kingdom / Brazil. The ConnectID service, including the ConnectID Script, may not be used for any Publisher or end user under the jurisdiction of the European Union’s General Data Protection Regulation, or the equivalent laws in the United Kingdom, or Brazil. Company represents and warrants that it shall use the ConnectID service for itself or its end users who may be under such jurisdiction.
3. Representations and Warranties. Each Party represents and warrants to the other that: (a) it has the full right, power, and authority to enter into this Agreement; (b) the execution of this Agreement and performance of its obligations under this Agreement do not and will not violate any other agreement to which it is a party; (c) this Agreement constitutes a legal, valid and binding obligation when agreed to; and (d) it will conduct its business and fulfill its obligations under this Agreement in compliance with all applicable laws, rules and regulations. 
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4. Export Control and Anti-Corruption Laws. Each Party agrees to comply with the export laws and regulations of the United States and trade controls of other applicable countries, including without limitation the Export Administration Regulations of the U.S Department of Commerce, Bureau of Industry and Security and the embargo and trade sanction programs administered by the U.S. Department of Treasury, Office of Foreign Assets Control. Each Party agrees to comply with all applicable anti-corruption laws, including without limitation the Foreign Corrupt Practices Act of 1977 and UK Bribery Act of 2010.
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5. Service Levels. Yahoo does not guarantee the ConnectID service will be operable at all times, including during any down time (a) caused by outages to any public Internet backbones, networks or servers, (b) caused by any failure of Company’s equipment, systems or local access services, (c) for previously scheduled maintenance, or (d) relating to events beyond Yahoo’s control, including any interruptions in Internet services.
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6. Disclaimer of Warranties.
   EXCEPT AS EXPRESSLY PROVIDED IN AN APPLICABLE SCHEDULE, THE CONNECTID SERVICE (INCLUDING, WITHOUT LIMITATION, ANY THIRD-PARTY COMPONENTS) ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. YAHOO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND RELATING TO THE CONNECTID SERVICE, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, NOTWITHSTANDING ANY SUBSEQUENT ORAL STATEMENTS, APPLICABLE INDUSTRY STANDARDS, COURSE OF DEALING OR COURSE OF PERFORMANCE. YAHOO RESERVES THE RIGHT TO MODIFY, SUSPEND OR DISCONTINUE ANY ASPECT OF THE CONNECTID SERVICE AT ANY TIME, AND YAHOO WILL NOT BE LIABLE TO COMPANY OR ANY THIRD-PARTY SHOULD IT EXERCISE SUCH RIGHT. YAHOO DOES NOT WARRANT THAT THE CONNECTID SERVICE SHALL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.  
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7. Limitation of Liability.
   
   1. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFITS, LOST BUSINESS OR COST OF REPLACEMENT SERVICES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, AND SUCH LIABILITY BETWEEN THE PARTIES WILL BE LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES.  
   2. EXCEPT IN CONNECTION WITH A BREACH OF THE CONFIDENTIALITY PROVISIONS OR INDEMNITY OBLIGATIONS HEREIN, THE AGGREGATE LIABILITY FOR ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT WILL BE CAPPED AT ONE HUNDRED THOUSAND DOLLARS ($100,000).
8. Indemnification.
   1. Claims Subject to Indemnification. Each Party (the “Indemnifying Party”) hereby agrees to defend, indemnify and hold harmless the other Party and its officers, directors, agents, affiliates and employees (each, an “Indemnified Party”) from any and all third-party claims or liabilities (including reasonable attorneys’ fees) arising out of or related to the Indemnifying Party’s breach or alleged breach of a Party’s representations or warranties under this Agreement.
   2. Process for Exercising Indemnification. Any claim for indemnification hereunder shall be subject to the following provisions: (a) the Indemnifying Party shall be given prompt written notice of the claim by the Indemnified Party, provided that any delay in providing notice shall not relieve the Indemnifying Party of its indemnity obligations under this Agreement unless, and only to the extent, the Indemnifying Party was prejudiced by the delay; (b) the Indemnifying Party shall have the right to control the defense and all negotiations relative to the settlement of any such claim, provided that no settlement admitting liability on the part of the Indemnified Party may be made without the express written consent of the Indemnified Party; and (c) the Indemnified Party shall reasonably cooperate with the Indemnifying Party and its counsel at the indemnifying Party’s cost and expense.
9. Confidentiality. Each Party acknowledges that Confidential Information may be disclosed to the other Party during the course of this Agreement. The Recipient agrees that it will take reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, but in no event shall such protection be less than a reasonable standard of care, during the Term of this Agreement, and for a period of three (3) years following expiration or termination of this Agreement, to prevent the disclosure of the Confidential Information of the Discloser, other than to its employees, affiliates, subsidiaries or other agents (collectively, “Representatives”) who have a need to know such Confidential Information for purposes of performing pursuant to this Agreement and who are bound in writing by restrictions regarding disclosure and use of such information comparable and no less restrictive than those set forth herein. The foregoing obligations shall not apply to the extent Confidential Information must be disclosed by the Recipient to comply with any requirement of law or order of a court or administrative body (provided that, to the extent lawfully able to do so, Recipient will notify Discloser of the issuance of such order as soon as practicable, to reasonably cooperate with Discloser (at Discloser’s expense) in its efforts to convince the court or administrative body to restrict disclosure), and to disclose only the portion of such information that it is legally required to disclose. Confidential Information does not include information that: (a) is known to or in the possession of Recipient prior to its receipt from Discloser hereunder, as evidenced by the Recipient’s written records; (b) is or becomes known or generally available to the public through no act or omission of Recipient or its Representatives in breach of this Agreement; (c) is received by Recipient from a third-party that is not under any obligation of confidentiality with respect to such information; or (d) is independently developed by Recipient without use of or reference to the Discloser’s Confidential Information.
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10. Severability and Waiver; No Joint Venture; No Exclusivity. If any provision of this Agreement shall be held or made invalid or unenforceable by a court decision, statute, rule or otherwise, the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the Party claimed to have waived. This Agreement shall be interpreted as if drafted jointly by the Parties. The Parties are independent contractors, and no agency or similar relationship shall be created by this Agreement, and neither Party will have any authority to assume, create, or enlarge any obligation or commitment on behalf of the other. Nothing in the Agreement shall limit the right of either Party to enter into similar arrangements with third parties or to establish, maintain or expand a sales force, or contract with or to utilize other exchange partners, in any territory in the world at any time.
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11. Notices. Any notice, approval, request, authorization, direction or other communication under this Agreement, unless otherwise stated, will be given in writing and will be deemed to have been delivered and given for all purposes: (a) on the delivery date if delivered by confirmed electronic mail and followed up with postal delivery; (b) on the delivery date if delivered personally to the Party to whom the same is directed; (c) one business day after deposit with a commercial overnight carrier, with written verification of receipt; or (d) five business days after the mailing date, whether or not actually received. Delivery, in the case of Yahoo, shall be provided to both the Executive Vice President for Platforms, Yahoo Inc. at 770 Broadway, 4th Floor, New York, NY 10003, with a copy to the Deputy General Counsel, Yahoo Inc., 770 Broadway, 4th Floor, New York, NY 10003. In the case of Company, the notice address shall be the address for Company provided by Company above (or if Company failed to provide such address, any address Company associates with receiving payments under this Agreement), with the other relevant notice information, including the recipient for notice and, as applicable, such recipient’s fax number, to be as reasonably identified by Yahoo.
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12. Force Majeure. Neither Party will be liable for any failure or delay in its performance under this Agreement due to causes that are beyond its reasonable control, including, but not limited to, an act of God, act of civil or military authority, fire, epidemic, flood, earthquake, strikes, riot, war, sabotage, terrorism and governmental action.
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13. Jurisdiction and Choice of Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of New York except for its conflicts of laws principles, and each Party irrevocably consents to the exclusive jurisdiction of the Federal and state courts situated in the Borough of Manhattan, New York, New York over all claims and all actions to enforce such claims or to recover damages or other relief in connection with such claims.
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14. Term and Termination. This Agreement shall commence on the Effective Date and continue until terminated by either Party (the “Term”). Either Party may terminate this Agreement for any reason or no reason whatsoever upon thirty (30) days advance written notice. Additionally, either Party may terminate this Agreement at any time in the event: (a) of a material breach by the other Party which remains uncured after seven (7) days written notice thereof; or (b) the other Party ceases to do business in the normal course, becomes or is declared insolvent or bankrupt, is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within ninety (90) calendar days or makes an assignment for the benefit of creditors. Upon termination or expiration of this Agreement, all Services, and any licenses granted by Yahoo hereunder, shall immediately terminate and Company must remove the ConnectID service from the Company sites and apps.

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