RECRUE PUBLISHER TERMS & CONDITIONS

–RECRUE PUBLISHER TERMS AND CONDITIONS

Recrue provides access to various services designed to help publishers generate earnings from their inventory.  When you sign a Publisher Insertion Order (“IO”) with Recrue, you are agreeing to these Publisher Terms and Conditions (“Publisher Terms”). These Publisher Terms and the IOs signed by both parties make up your “Agreement” with Recrue. We will refer to you as “Publisher” in the Agreement.

1. Services. The “Services” covered by the Agreement are the services described in any IOs signed by both Publisher and Recrue.
2. Online Assets. Publisher will only use the Services with the “Online Assets” specified in an IO. Any additional websites or other online assets must be added by amendment or in a new IO.  Publisher may not provide the Services to any third party or assign any right to the Services to any third party.
3. Term (Duration). The “Term” of this Agreement begins on the Start Date shown in the first IO signed by the parties and ends when the last IO expires or terminates, unless terminated earlier as described below.
4. Reporting. Recrue will provide Publisher with reports of Publisher’s estimated earnings from the Online Assets.  Publisher acknowledges that these reports may not reflect the final amount of the payment it receives.  Such reports constitute Recrue Confidential Information. If Recrue makes online reporting available, Publisher will not share login information with any third party. fPr
5. Compensation and Payment.
   • Within 30 days of the end of each month, Recrue will pay Publisher the percentage of Revenue stated in the IO for the Services used with your Online Assets. “Revenue” means the amount Recrue has actually received for a given month from Providers for the Services used with your Online Assets during the Term, minus any amounts owed to Providers in connection with such Services, any clawbacks, refunds or deductions imposed by a Provider and any taxes owed on Revenue or as a result of this Agreement (other than Recrue’s income tax). The amounts reported by Recrue and its Providers shall be decisive.
   • If Publisher is under investigation by a Provider, Recrue may withhold all payments until the investigation is closed. In addition, if Provider or another Provider imposes a refund or deduction after the Term ends, Publisher will promptly reimburse Recrue for any such refund or deduction.
   • Recrue reserves the right to offset any fees or other amounts from its payments to the Publisher in accordance to this Agreement, including, but not limited, to any amounts that Recrue is entitled to under the Indemnification section.
   • Recrue’s fees do not include any present or future local, state, federal or foreign taxes, levies, fees or duties of any nature (“Taxes”). Recrue may charge applicable Taxes in addition to the fees due under this Agreement. Except for any Tax that Recrue has charged to Publisher (and that Publisher has actually paid to Recrue), Publisher is responsible for remitting to the appropriate authority all Taxes based on or arising from this Agreement other than Taxes based on Recrue’s net income. All payments due under this Agreement shall be made without setoff or deduction, including on account of any Taxes, unless Publisher is required by law to withhold Taxes from any payment to Recrue. In such case, Publisher will pay to Recrue such additional amounts as are necessary so that each net payment to Recrue (i.e., after Tax withholding) is no less than the amount that would otherwise have been payable under this Agreement. If Recrue is held responsible for any Taxes arising from the Agreement (aside from Taxes based on Recrue’s net income), Publisher will reimburse Recrue for such payments.
6. ­­ Technical and Additional
   • These Publisher Terms incorporate by reference all applicable technical specifications, policies and Service-specific terms shown at recruemedia.com/publisher-terms-additional-terms.
   • Publisher will follow any other technical specifications that Recrue provides to Publisher and will provide Recrue with technical access to its Online Assets, for the purpose of managing and optimizing the performance of the Advertising Campaigns, the Content and Publisher Content.
   • Recrue’s third party service providers (“Providers”) may require different or additional terms for specific Services. Recrue will provide any such terms to Publisher directly or by posting to via recruemedia.com/publisher-terms-additional-terms/
     .
7. Publisher Content. If Publisher sources any advertising or other content itself (“Publisher Content”) for use in connection with a Service, the following terms apply:
   • Publisher acknowledges that Recrue or Providers may adapt or modify the Publisher Content as reasonably necessary for the proper performance of the Services.
   • Unless an IO states otherwise, Publisher is solely responsible for collecting any amounts owed for Publisher Content from its own advertisers and content providers. Within 15 days of the end of each month, Publisher will report the amount generated from the Publisher Content (“Publisher Earnings”) to Recrue in writing (e.g., via email).
   • Recrue will receive the percentage of Publisher Earnings stated in the IO. If Recrue incurs third party costs related to Publisher Content (e.g., ad serving fees), Publisher is responsible for such costs.
   • Recrue may deduct the amounts described in Section 7.3 from the amount Recrue owes to Publisher or, at Recrue’s discretion, may invoice such amounts instead. Publisher will pay any such invoices within 30 days of the invoice date.
8. Licenses and Ownership.
   • During the Term and provided Publisher is in compliance with the Agreement, Recrue (or the relevant Provider) grants Publisher a limited, non-exclusive, non-transferable and non-sublicensable right in the geographies shown in each IO, (a) to use the Services solely as described in the Agreement and only on the Online Assets, (b) if the Services include any code or other functionality deployed on the Online Assets (e.g., media players) or Publisher Content, to incorporate such code/functionality on the Online Assets or Publisher Content, and (c) if the Services include content for display (including advertising content), to publicly display such content solely as described in the Agreement and only on the Online Assets. For the avoidance of doubt, Publisher may not use or display any content provided via one Service with any other service (including other Services).
   • As between Publisher and Recrue, all rights, title and interest in the Services, including copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights, and any associated goodwill, including computer code, graphic design, layout and the user interfaces of the Services, and all derivatives, improvements and variations, are owned solely by Recrue and/or its Providers. Publisher will not adapt or use otherwise any name, mark or logo that is identical, or confusingly similar to any Recrue or Provider trademark, service mark or logo.
   • Other than Section 8.1, the Agreement does not grant Publisher any other rights, including rights to any patents, copyrights, trademarks (whether registered or unregistered), trade names, trade secrets, domain names or any other rights, functions, licenses, or content with respect to, or in connection with, the Services.
   • Publisher grants Recrue and its Providers an unlimited, worldwide, non-exclusive, royalty-free perpetual and irrevocable license to use, copy, distribute, publicly display, decompile, disassemble, reduce to human readable form, execute publicly, make available to the public, adapt, sub-license, make commercial use, process, compile, translate, sell, lend, rent, reverse engineer, combine with or incorporate into other content, modify and create derivative works any data or content provided by Publisher for the purpose of providing Publisher the Services.
9. Changes to Services. Publisher acknowledges that Providers may (a) maintain and improve the Services at their sole discretion, including deciding whether and when to issue bug fixes and updates, (b) change the layout, design, scope, features or availability of the Services, including in ways that cause malfunctions, (c) suspend the Services in whole or in part, (d) discontinue the Services in whole or in part, and/or (e) terminate Recrue’s ability to provide all or part of the Services. Any of these things may happen at any time, with or without notice, for all publishers or only for certain publishers, and for any reason or no reason. Recrue and its Providers will have no liability arising from or relating to any of the foregoing.
10. Compliance, Privacy and Data Use.
    • Publisher, the Online Assets and any Publisher Content will comply with all applicable laws, regulations and rules and will not infringe any third party rights. In making the Services available to Publisher, Recrue will comply with all applicable laws, regulations and rules, including laws related to privacy and data protection.
    • Publisher represents and warrants that the Online Assets and any Publisher Content: (a) comply with all laws and regulations, (b) do not breach and have not breached any duty toward or infringed any rights of any person including, without limitation, intellectual property and privacy rights, and (c) do not include or present unlawful content or speech or malicious code (e.g., software viruses), any content encouraging, supporting, assisting, providing instructions or advising in the committing of a criminal offense, or any content that may be considered threatening, abusive, harassing, defamatory, libelous, vulgar, violent, obscene, pornographic, drug related or racially, ethnically or otherwise objectionable.
    • Without limiting the foregoing, Publisher will comply with all applicable privacy and data protection laws, including the CCPA and the GDPR if applicable, in addition to any other laws and regulations related to the processing of personal data which may be restricted or prohibited under applicable laws, or may be conditioned upon the consent of data subjects and consumers.
    • To the extent the CCPA applies, Recrue will act as a service provider to Publisher. Recrue will not, and certifies that it will not, collect, retain, use, sell, or otherwise disclose personal information (as defined by the CCPA and the GDPR) for any purpose other than for the specific purpose of performing the Services or as otherwise required by law.
    • If an IO includes Services related to the European Economic Area, Switzerland or the UK, the Recrue Data Processing Addendum (“DPA”) shall apply. If there is a conflict between the DPA and the Agreement, the DPA shall govern as to the conflicting term.
    • Subject to the DPA, if applicable, Recrue and Providers may use and share the data collected during the performance of the Agreement to provide Publisher with the Services and support, improve, enhance, and customize the Services, develop additional services, send Publisher Service-related recommendations and suggestions, collect and pay fees, conduct administrative activities necessary to maintain and provide the Services, enforce this Agreement, take action in any dispute or legal proceeding involving Publisher, prevent fraud, misappropriation, infringement, identity theft and other illegal activities and misuse of the Services, and as otherwise allowed by the DPA, if applicable.
11. Confidentiality
    • “Confidential Information” means any information relating to or disclosed in the course of the Agreement, which is or should reasonably be understood to be confidential. “Confidential Information” does not include information that (a) is or becomes part of the public domain through no fault of the receiving party; (b) was already in possession of the receiving party; or (c) was independently developed by the receiving party without violation of this Agreement.  “Recrue’s Confidential Information” means the Publisher Terms of the Agreement and the details and information regarding the Services that Publisher may be exposed to during the performance of the Agreement, including Recrue’s and Providers’ business practices, documentation, presentations and technical support material
    • The receiving party will use the same care to protect Confidential Information as it uses for its own similar information, but in no event less than reasonable care, disclose Confidential Information only to its staff, agents and consultants who need to know it for purposes of this Agreement, and use Confidential Information only for the purpose of fulfilling its obligations under this Agreement. The receiving party will promptly return or destroy the other party’s Confidential Information upon request of the other party.
    • The receiving party (or a Provider) may disclose Confidential Information if it is required to do so by law, so long as the receiving party provides the disclosing party with prompt notice and complies with any protective order imposed on such disclosure. All non-public information made available to Publisher by Recrue, Providers and/or related to the Services, including this Agreement and information generated by or derived from the Services, is Recrue’s Confidential Information.
12. Marketing. Recrue and Providers may use Publisher’s name and logo on their marketing and promotional materials, press releases or otherwise disclose that Publisher has entered into an agreement with Recrue. Except as described in this paragraph, neither party will make any public statement about this Agreement without the other party’s prior written agreement (email is sufficient).
13. Indemnification.
    • Publisher will indemnify, defend, and hold harmless Recrue, its Providers and each of their officers, directors, shareholders, employees and agents (“Services Parties”) against all liability, claims, costs, damages, settlements, and expenses (including interest, penalties, attorney fees and expert witness fees) incurred by the Services Parties (including claims made against Recrue by Provider) from third party claims arising from or related to (a) breach of any Publisher representation and warranty, (b) violation of this Agreement, including any incorporated Publisher Terms, or (c) the Online Assets or Publisher Content. Recrue will indemnify, defend, and hold harmless Publisher, its officers, directors, shareholders and employees (“Publisher Parties”) against all liability, claims, costs, damages, settlements, and expenses (including interest, penalties, attorney fees and expert witness fees) incurred by the Publisher Parties from third party claims arising from or related to a claim by Provider that Recrue is not entitled to provide the Services as described in this Agreement.
    • The indemnified party will promptly notify the indemnifying party of any indemnified claim and reasonably cooperate with the indemnifying party at the indemnifying party’s expense. The indemnifying party shall be entitled to control the defense but will not enter into any settlement without the indemnified party’s prior written consent, which will not be unreasonably withheld or delayed.
14. Disclaimer of Warranties and Limit of Liability.
    • Publisher is solely responsible for ensuring that the Online Assets AND PUBLISHER CONTENT are suitable for the Services and vice versa.
    • EXCEPT FOR THE REPRESENTATION AND WARRANTY EXPRESSLY MADE HEREIN, NEITHER PARTY, ITS PROVIDERS, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, ADVISORS, CONTRACTORS, LICENSORS, LICENSEES AND AGENTS MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NON INFRINGEMENT. NEITHER PARTY HAS MADE ANY REPRESENTATION AS TO THE POTENTIAL REVENUES THE OTHER PARTY MAY REALIZE.  THE SERVICES ARE PROVIDED AS IS, WITH NO WARRANTY AS TO CONTINUOUS SERVICE. Recrue does not guarantee any minimum amount of services or monetization.
    • TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES PARTIES SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS INTERRUPTION OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES AND RELATED SYSTEMS, EVEN IF RECRUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR INDEMNITY OBLIGATIONS, THE TOTAL LIABILITY OF THE SERVICES PARTIES FOR DAMAGES ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY RECRUE TO PUBLISHER UNDER THIS AGREEMENT FOR THE THREE MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
    • The Services may contain content and/or links to third party websites and other online/digital properties. Recrue does not operate or monitor such content or properties. Publisher may find them, or the information and content posted therein not compatible with Publisher’s requirements, or Publisher may object to their content, or find it to be annoying, improper, unlawful or immoral. Recrue does not endorse, or sponsor such content or properties, or confirm their accuracy, credibility, authenticity, reliability, validity, integrity, or legality. Recrue assumes no responsibility or liability for such third-party content or properties.
    • NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE SERVICES PARTIES WILL BE FULLY RELEASED FROM THEIR OBLIGATIONS AND LIABILITY TO PUBLISHER IF PUBLISHER HAS BREACHED THE AGREEMENT, OR IF THROUGH PUBLISHER’S USE OF THE SERVICES, PUBLISHER INFRINGED OR VIOLATED ANY OTHER PERSON’S RIGHTS.
15. Suspension. Recrue may suspend some or all Services to some or all of the Online Assets or Publisher Content if (a) Recrue believes that Publisher is violating the Agreement, including any Provider requirements, or (b) required by a Publisher. In such event, Recrue will notify Publisher as quickly as practicable and work with Publisher in good faith to reinstate Services if the cause of the suspension can reasonably be remedied.
16. Termination.
    • Either party may terminate the Agreement for convenience on 24 hours notice.
    • Termination or suspension will not prevent Recrue or Providers from taking any other actions or measures available to them under the Agreement applicable
    • Upon termination of this Agreement, Publisher will promptly cease to use the Services, including any content and technology provided as part of the Services. If Recrue has provided access to online reporting, such access will end upon termination unless the parties agree otherwise in writing. Upon Recrue’s request, Publisher shall immediately remove (or permit Recrue to remove) any code provided to Publisher to integrate with the Online Assets or Publisher Content.
    • Notwithstanding any other provision of the Agreement, Recrue may terminate the Agreement in whole or in part (including some or all IOs) immediately upon notice, without liability to Publisher, if (a) termination is required by law, regulation, order, or request of a governmental authority or agency or (b) continued provision of the Service(s) may create liability for Publisher, Recrue or Providers, including because of developments in applicable law and regulation.
    • Sections X-Y will survive expiration or termination of this Agreement.

17. Miscellaneous.

• • Recrue reserves the right to change the Agreement at any time as required by a Provider. Recrue will notify Publisher of any changes and Publisher is responsible for complying with any changes within the earlier of the timeframe required by the Provider or 10 days of the notice. Aside from such changes, the Agreement cannot be amended except with a writing signed by both parties.
  • As between Recrue and Publisher, Recrue and its Providers own all right, title and interest in everything related to the Services, including but not limited to all software, technology and processes, and all derivative works and improvements.
  • Publisher will inform Recrue within one business day of becoming aware of any lawsuit, threatened lawsuit, governmental investigation or other governmental action related to any of the Online Assets or Publisher Content.
  • Notices may be given via email to a party’s primary contact and shall be effective immediately upon sending provided that the sender does not receive a response that the email did not successfully go through. Notices may also be given via personal delivery.
  • This is the entire agreement of the parties as to this subject matter. Neither party can assign this Agreement without the other party’s written consent, except that either party may assign this Agreement without consent to a corporate parent, subsidiary or affiliate or to an acquirer of the other party’s business. Any claim arising out of or related to this Agreement must be brought in the initiating party’s individual capacity and not as a plaintiff or class member in any class action or other similar proceeding. Aside from Providers, there are no third party beneficiaries to this Agreement. The parties have been represented in the negotiation and execution of this Agreement by legal counsel of their own choice or that they have voluntarily declined to seek such counsel.
  • This Agreement is governed by the laws of the State of New York, excluding conflicts of laws principles. The parties will resolve any disputes in the state or federal courts of New York City, to whose exclusive jurisdiction and venue they irrevocably submit.
  • Any claims arising under or related to this Agreement must be brought in the initiating party’s individual capacity and not as a plaintiff or class member in any class action or other similar proceeding.
  • If any provision of this Agreement is unenforceable, the validity and enforceability of the remaining provisions will not be affected. No waiver will be effective unless it is in an explicit writing and signed by the waiving party.