WOVEN SUPPLY PARTNER TERMS AND CONDITIONS
Woven Womens Network LLC | Version October 2026
These Woven Supply Partner Terms and Conditions (these “Terms and Conditions”) are part of the Supply Partner Master Services Agreement between Woven Womens Network LLC, a Delaware limited liability company (“Woven”), and the company named as Supply Partner in the Principal Terms (“Supply Partner”). The Principal Terms and these Terms and Conditions together make up that agreement (this “Agreement”). If the Principal Terms conflict with these Terms and Conditions, the Principal Terms control. Woven and Supply Partner are each a “party.”
Woven operates a programmatic advertising network that aggregates and resells connected TV, app, web and audio advertising inventory to supply-side platforms, exchanges and other buyers. Supply Partner makes inventory on its Properties available to Woven for that purpose on the terms below.
1. Definitions
Capitalized terms have the meanings below or where they first appear in quotation marks.
“Ad” means an advertisement, including its creative, video or audio file, tags, trackers and landing page.
“Ad Request” means a bid request, ad call or other request for an Ad that Supply Partner sends, or causes to be sent, to Woven for an advertising opportunity on a Property, by OpenRTB, Prebid, VAST or another method agreed in the Principal Terms.
“Affiliate” means an entity that controls, is controlled by, or is under common control with a party, where “control” means owning more than 50% of the voting interests.
“Applicable Law” means all laws, regulations and binding regulatory guidance that apply to a party's performance under this Agreement, including Privacy Laws, consumer protection laws, and sanctions and export laws.
“Demand Partner” means any supply-side platform, ad exchange, demand-side platform, ad network, agency, advertiser or other buyer or intermediary to which Woven makes Inventory available, or from which Woven receives Ads or payment for Impressions.
“Demand Partner Adjustment” (an “Adjustment”) means any amount that a Demand Partner deducts, withholds, charges back, credits, refunds or recovers from Woven for Impressions on the Inventory, including for Invalid Traffic, fraud, inaccurate Ad Requests, policy violations, Impressions the Demand Partner does not count as billable, reporting discrepancies or failure to meet campaign requirements.
“Demand Partner Requirements” means a Demand Partner's written policies, guidelines and technical, content, data and quality requirements that Woven gives Supply Partner under Section 3.7.
“Earnings” means, for any period, the total of the Net Bids for Impressions delivered on the Inventory in that period (each Net Bid divided by 1,000), less deductions under Sections 5.6 and 5.7.
“Effective Date” means the effective date of this Agreement stated in the Principal Terms.
“Impression” means an Ad delivered on a Property in response to an Ad Request, as counted by Woven or the applicable Demand Partner. For video and audio, an Impression is counted when the Ad starts, unless the applicable Demand Partner counts it differently.
“Inventory” means the advertising space and opportunities on the Properties that Supply Partner makes available to Woven.
“Invalid Traffic” or “IVT” means general invalid traffic and sophisticated invalid traffic as defined in the Media Rating Council's Invalid Traffic Detection and Filtration Guidelines, as updated, and any other Ad Request, Impression, click or activity that does not come from a human user with genuine intent to view the content. It includes bots, spiders, hijacked devices, ad stacking, hidden or zero-size placements, undisclosed auto-refresh, incentivized views, domain, app or device spoofing, and Ads delivered while a connected TV screen is off or an app is not in the foreground.
“Net Bid” means the CPM price at which Woven's bid wins Supply Partner's auction for an Ad Request. That is Woven's bid price or, if the auction clears at a lower price that Supply Partner reports to Woven (for example, through the win-notice price macro), that lower price. Net Bids are net of all Woven fees, margins and costs.
“Owned Property” means a Property that Supply Partner owns and operates.
“Personal Data” means information that identifies, relates to, describes or is reasonably linkable to an individual, household or device, and any other information treated as personal data or personal information under Privacy Laws.
“Principal Terms” means the signed Woven Service Order, or other signed principal terms of the Supply Partner Master Services Agreement between Woven and Supply Partner, that incorporates these Terms and Conditions, including any schedules and signed amendments.
“Privacy Laws” means all laws that apply to the collection, use, disclosure or other processing of Personal Data, including the California Consumer Privacy Act and other U.S. state privacy laws, the Children's Online Privacy Protection Act (“COPPA”), the Video Privacy Protection Act (“VPPA”), consumer health data laws such as Washington's My Health My Data Act, and, where they apply, the EU and UK General Data Protection Regulations and related e-privacy laws.
“Privacy Signals” means IAB Tech Lab Global Privacy Platform (“GPP”) strings, IAB Europe Transparency and Consent Framework (“TCF”) strings, U.S. Privacy strings, COPPA flags, limit-ad-tracking and similar device flags, Global Privacy Control signals, and any other consent or opt-out signal required by Privacy Laws or industry frameworks.
“Property” means each website, mobile app, connected TV or OTT app or channel, audio stream or other digital property listed in the Principal Terms or added under Section 2.3, whether an Owned Property or a Third-Party Property.
“Sensitive Data” means Personal Data that is “sensitive” under any Privacy Law, including consumer health data; information about health, pregnancy, fertility, or reproductive or sexual health; precise geolocation; information about a known child; government identifiers; financial account information; and information revealing race, ethnicity, religion, sexual orientation, gender identity, or citizenship or immigration status.
“Third-Party Property” means a Property that a third party owns or operates and for which Supply Partner is authorized to sell or resell inventory, as shown in that owner's ads.txt or app-ads.txt file.
2. Appointment, Principal Terms and Properties
2.1 Appointment. Supply Partner appoints Woven as a non-exclusive authorized reseller of the Inventory. Woven may sell, resell and otherwise make the Inventory available to Demand Partners, directly or through Woven's auction and ad-serving technology providers, and may receive Ads and payment from Demand Partners for it.
2.2 Principal Terms; Order of Precedence. The Principal Terms set the commercial terms of this Agreement, including pricing, the Payment Date, the Properties, formats, integration methods and territories. If the Principal Terms conflict with these Terms and Conditions, the Principal Terms control.
2.3 Properties. Supply Partner may propose additional Properties by email or through Woven's platform. A proposed Property is added when Woven accepts it in writing, and email is sufficient. Woven may decline any proposed Property. Supply Partner may remove a Property by email on five (5) business days' notice, or immediately if its right to sell that Property's inventory ends. Removing a Property does not end this Agreement.
2.4 No Commitments. This Agreement is non-exclusive for both parties. Woven does not guarantee any volume, fill rate, price or revenue, and is not obligated to buy, sell or make available any Inventory. Woven decides which Demand Partners receive which Inventory, subject to Section 2.5.
2.5 Floors and Blocks. Supply Partner may set price floors, which apply to Net Bids, and may block advertisers, ad categories or Demand Partners by Property, in the Principal Terms or by email. Woven will apply each floor and block within two (2) business days after receiving it, and will pass advertiser and category blocks to Demand Partners in Ad Requests where the integration supports it. Woven is not responsible if a Demand Partner fails to honor a block, but Section 4.2 applies to any Ad served in violation of one.
2.6 Integration. Supply Partner will send Ad Requests to the endpoints Woven provides, using the integration methods in the Principal Terms and Woven's technical specifications. Each party bears its own integration costs. Woven may update its endpoints or specifications on at least ten (10) business days' notice, or sooner if a Demand Partner, a security issue or Applicable Law requires it.
2.7 Technology Providers. Woven may use third-party technology providers, including for auctions, ad serving, measurement, verification and payments. Woven remains responsible for its obligations under this Agreement when it uses them.
2.8 Accounts. If Woven gives Supply Partner access to a reporting dashboard or other account, Supply Partner will keep its credentials confidential and is responsible for all activity under them.
3. Supply Partner Obligations
3.1 Authority to Sell. For each Property, Supply Partner either owns and operates it or has written authorization from its owner, directly or through an authorized chain of sellers, to sell its inventory and to permit Woven to resell that inventory to Demand Partners as this Agreement describes. Supply Partner will give Woven written evidence of that authority within five (5) business days after Woven requests it.
3.2 ads.txt, sellers.json and SupplyChain.
(a) Within five (5) business days after Woven's written request, Supply Partner will ensure that each Property's ads.txt or app-ads.txt file contains the lines Woven provides for Woven and its Demand Partners, with the seller account IDs and relationship types (DIRECT or RESELLER) Woven specifies, and will keep those lines in place during the Term. For a Third-Party Property, Supply Partner will cause the owner to do so.
(b) If Supply Partner is an advertising system or intermediary, it will keep an accurate public sellers.json file covering every seller of the Inventory, and will include in each Ad Request a complete and accurate SupplyChain object (schain) listing every node from the Property's owner to Supply Partner.
(c) Supply Partner will not misstate the seller relationship for any Inventory, and will not send Inventory from a property whose ads.txt or app-ads.txt file does not authorize the sale.
3.3 Accurate Ad Requests. Each Ad Request will be complete and accurate and will not be altered, falsified or misdeclared. In particular:
(a) each Ad Request will accurately identify the Property where the Ad will run, including its domain or app bundle ID and app store URL and, for connected TV, the app or channel name and the device type;
(b) if Ads are inserted server side or an Ad Request is otherwise sent from a server, the Ad Request will carry the end user's device IP address and user agent, not the server's, and will follow IAB Tech Lab guidelines for server-side requests;
(c) Ad Requests will accurately declare the placement type (for example, instream or outstream video), ad pod and position, player size, whether the Ad autoplays and plays with sound, and content metadata where available; and
(d) Ad Requests will include device identifiers and other Personal Data only as Section 6 permits.
3.4 Traffic Quality.
(a) Supply Partner will not generate or send Invalid Traffic, will not permit any Property owner or other person to do so, and will use industry-standard measures to detect and filter Invalid Traffic before sending Ad Requests.
(b) Supply Partner will keep sophisticated invalid traffic below one percent (1%) of the measured traffic for each Property in each calendar month, as measured by Woven's or a Demand Partner's verification vendor accredited by the Media Rating Council (such as HUMAN, DoubleVerify or Integral Ad Science).
(c) Supply Partner will not, and will not permit any Property owner to: (i) buy or source traffic to a Property without disclosing it to Woven in writing and obtaining Woven's written approval; (ii) use incentivized traffic; (iii) refresh Ads other than as disclosed to Woven in writing and permitted by Demand Partner Requirements; (iv) stack, hide or shrink Ads, or serve Ads in background, minimized or screen-off states; (v) serve Ads on error, login, registration or thank-you pages or screens, or on pages or screens that consist mainly of Ads; or (vi) send Ad Requests that do not correspond to a real advertising opportunity.
(d) Supply Partner will allow Woven and Demand Partners to measure Ads with industry-standard verification and viewability tools, including the IAB Open Measurement SDK in apps where supported, and will not block or interfere with them.
3.5 Content. No Property will contain, or be primarily devoted to linking to, Prohibited Content. “Prohibited Content” means content that:
(a) is unlawful or promotes illegal activity;
(b) is pornographic or sexually explicit;
(c) promotes hate, harassment, violence or discrimination against any group;
(d) infringes any intellectual property, privacy or publicity right, including pirated content and unlicensed streams or channels;
(e) contains or distributes malware, spyware or deceptive software;
(f) sells illegal drugs or weapons, or offers gambling where it is unlawful;
(g) is directed to children under 13, unless Woven approves it under Section 6.3;
(h) consists mainly of user-generated content (such as forums or social or video-sharing platforms) without active moderation, unless Woven approves it in writing;
(i) is made for advertising, meaning its main purpose is generating Ad Requests rather than offering content to users; or
(j) is prohibited by a Demand Partner Requirement that applies to the Property under Section 3.7.
Editorial content about women's health, sexual and reproductive health, pregnancy, fertility, menopause, relationships or wellness is not pornographic or sexually explicit because of its subject alone. Woven may still decide not to make that Inventory available to a Demand Partner that restricts it.
3.6 Third-Party Properties. For each Third-Party Property, Supply Partner will (a) have a written agreement with the owner, or with the authorized seller from which Supply Partner obtains the inventory, that requires compliance with obligations at least as protective as those in Sections 3 and 6; (b) pass on all Privacy Signals and Ad Request data it receives without alteration; and (c) promptly stop sending Inventory from that Property once it knows the Property does not comply. Supply Partner remains responsible to Woven for each Third-Party Property, and for the acts and omissions of its owner and of any intermediate seller, as if they were Supply Partner's own.
3.7 Demand Partner Requirements. Woven may give Supply Partner Demand Partner Requirements in writing. Supply Partner will comply with them for Inventory made available to that Demand Partner beginning ten (10) business days after the notice, or sooner if the Demand Partner or Applicable Law requires and Woven says so in the notice. If Supply Partner does not want to comply, it may tell Woven in writing, and Woven will stop making the affected Inventory available to that Demand Partner. Doing so is not a breach by either party.
3.8 Information and Cooperation. Within five (5) business days after Woven's request, Supply Partner will provide the information that Woven or a Demand Partner reasonably needs for onboarding, verification, brand safety review, legal compliance or an investigation of Invalid Traffic or fraud. This includes Supply Partner's legal name, address and beneficial owners, its tax forms, its sellers.json seller ID, the owner and seller chain for each Property, and log-level data for the affected Ad Requests. Woven may share that information with Demand Partners and verification vendors for those purposes.
3.9 Compliance; Sanctions. Supply Partner will comply with Applicable Law in operating the Properties and performing this Agreement, including Federal Trade Commission rules and guides on disclosure of native advertising, sponsorships and endorsements. Neither Supply Partner nor any Property owner is, or is owned or controlled by, a person on a U.S. government sanctions or restricted-party list, or is located in a country or region subject to comprehensive U.S. sanctions.
4. Woven Obligations
4.1 Sales and Transmission. Woven will use commercially reasonable efforts to make the Inventory available to Demand Partners. Woven will (a) apply Supply Partner's floors and blocks under Section 2.5; (b) pass Privacy Signals to Demand Partners unaltered; (c) keep the SupplyChain object intact and add Woven's own node; and (d) keep accurate the seller information that Woven controls in its Demand Partner accounts and in any sellers.json file Woven publishes.
4.2 Ads. Demand Partners, not Woven, supply and control Ads, and Woven does not review Ads before they serve. If Supply Partner tells Woven that an Ad contains malware, is unlawful or misleading, or violates Supply Partner's blocks, Woven will use commercially reasonable efforts to stop that Ad from serving on the Inventory within one (1) business day and will report it to the Demand Partner. At Supply Partner's request and reasonable cost, Woven will reasonably cooperate in asserting any rights Woven has against that Demand Partner regarding the Ad, and will pass to Supply Partner its fair share of any amount recovered. Supply Partner may also block or remove any Ad on its Properties at any time. This Section 4.2 states Woven's only obligations, and Supply Partner's sole remedies, regarding Ads.
4.3 Reporting. Woven will give Supply Partner access to reporting, by dashboard or regular reports, showing Ad Requests, Impressions and estimated Earnings by Property, at least daily where Woven's technology providers make the data available. Interim figures are estimates; the Monthly Statement under Section 5.3 controls.
4.4 Compliance. Woven will comply with Applicable Law in performing this Agreement.
5. Net Bids and Payment
5.1 Net Bids and Earnings. Woven bids on Ad Requests at Net Bids and pays Supply Partner its Earnings for each month. Net Bids are the full amount Woven pays for the Inventory, and Woven makes no further deduction from them except as Sections 5.6, 5.7 and 5.10 provide.
5.2 Official Record. Woven's auction records are the official record of Net Bids. Woven's reporting, based on those records and Demand Partner reports, is the official record of Impressions and Earnings, subject to Sections 5.8 and 5.12.
5.3 Monthly Statement. Within thirty (30) days after the end of each calendar month, Woven will send Supply Partner a statement for that month (a “Monthly Statement”) showing, by Property, Impressions, total Net Bids, any deductions under Sections 5.6 and 5.7, Earnings, and any amount held under Section 5.5 or 5.7.
5.4 Payment Date. Woven will pay the Earnings for each month on or before the Payment Date, subject to Section 5.5. The “Payment Date” is the number of days after the end of that month stated in the Principal Terms, or sixty (60) days if the Principal Terms state none. Supply Partner does not need to issue an invoice. If Applicable Law requires Supply Partner to issue one, it will base the invoice on the Monthly Statement, and doing so does not change the Payment Date.
5.5 Collection from Demand Partners. Woven pays Earnings from the amounts it receives from Demand Partners. If a Demand Partner has not paid Woven by the Payment Date for Impressions in a month, Woven will pay the Earnings for those Impressions within fifteen (15) days after Woven receives the Demand Partner's payment. Woven will use commercially reasonable efforts to collect overdue amounts, which do not require Woven to start litigation or arbitration. On request, Woven will tell Supply Partner the amount outstanding and which Demand Partner owes it, subject to Woven's confidentiality obligations. Woven is not liable to Supply Partner for any amount a Demand Partner fails to pay.
5.6 Demand Partner Adjustments.
(a) Woven may deduct from Earnings the Net Bid for each Impression affected by a Demand Partner Adjustment or, if Woven has already paid for that Impression, recover the Net Bid from Supply Partner. If an Adjustment covers only part of the revenue for an Impression, Woven deducts the same proportion of its Net Bid. Woven will not deduct for an Adjustment that results from Woven's own error.
(b) If an Adjustment arises after Woven has issued the Monthly Statement for the affected month, Woven will notify Supply Partner in writing within thirty (30) days after the Demand Partner notifies Woven. The notice will identify the affected Properties and month and include the supporting information Woven received from the Demand Partner, subject to that Demand Partner's confidentiality restrictions.
(c) Woven may recover an Adjustment only if the Demand Partner notified Woven of it within twelve (12) months after the end of the month in which the affected Impressions were delivered. After that period, amounts for that month are final, except for Adjustments resulting from fraud, or from Invalid Traffic sent knowingly, by Supply Partner or a Property owner.
(d) Woven will recover amounts under this Section 5.6 by offsetting them against later payments to Supply Partner. If later payments are not enough, or this Agreement has ended, Supply Partner will pay the amount within thirty (30) days after Woven's invoice.
(e) Supply Partner may dispute an Adjustment by written notice with reasonable supporting detail within thirty (30) days after Woven's notice. If the Demand Partner's dispute period is still open, Woven will submit the dispute to the Demand Partner and will reverse its deduction to the extent the Demand Partner reverses the Adjustment. Woven is not required to start litigation or arbitration.
(f) Any fee, penalty or other amount that a Demand Partner charges Woven, beyond the revenue for the affected Impressions, because of Supply Partner's breach of Section 3 or 6 is a Loss covered by Section 10.1.
5.7 Suspected Fraud or Invalid Traffic. If Woven or a Demand Partner reasonably suspects fraud or Invalid Traffic on a Property, Woven may hold the Earnings for the affected Impressions for up to ninety (90) days while it investigates, by written notice describing the basis for the suspicion. Woven will pay the held amount within fifteen (15) days after the investigation ends, except amounts for Impressions confirmed as fraud or as Invalid Traffic by a verification vendor accredited by the Media Rating Council. Those amounts are forfeited.
5.8 Statement Disputes and Discrepancies. Supply Partner may dispute a Monthly Statement by written notice with reasonable supporting detail within thirty (30) days after receiving it. Otherwise, the Monthly Statement is final, subject to Sections 5.6, 5.7 and 5.12. Woven will pay undisputed amounts when due. If Woven's reporting and Supply Partner's records for a month differ by more than ten percent (10%), the parties will reconcile in good faith, and each will give the other log-level data for the affected Inventory to the extent available and not restricted by a Demand Partner.
5.9 Payment Method; Minimum. Woven will pay in U.S. dollars by ACH or wire transfer to the account Supply Partner designates through Woven's payment process. Each party pays its own bank's fees, and Supply Partner bears any intermediary-bank and currency-conversion charges. If the Earnings for a month are less than one hundred U.S. dollars (US$100), Woven may carry them forward to the following month, and will pay any balance carried forward with its final payment. A change to Supply Partner's bank details takes effect only after Woven confirms it by phone with a Supply Partner contact already known to Woven, and Woven may delay payment until then without penalty.
5.10 Taxes. Each party is responsible for taxes on its own income. Amounts payable under this Agreement include any sales, use, value-added or similar taxes, except where Applicable Law requires Woven to self-assess them. Before the first payment, Supply Partner will give Woven a completed IRS Form W-9 or the applicable Form W-8, and Woven may hold payments until it receives it. Woven may withhold taxes that Applicable Law requires it to withhold and will give Supply Partner evidence of the withholding on request.
5.11 Set-Off; Overpayments. Woven may set off any amount Supply Partner owes Woven under this Agreement against amounts Woven owes Supply Partner under this Agreement. If Woven overpays Supply Partner by mistake, Woven may recover the overpayment by offset, or by invoice payable within thirty (30) days, if it notifies Supply Partner within twelve (12) months after the payment.
5.12 Audit. Once in any twelve (12)-month period, on thirty (30) days' written notice, Supply Partner may have an independent certified public accountant, bound by written confidentiality obligations to Woven, examine Woven's auction and payment records for the Inventory for the preceding twelve (12) months to verify Net Bids, Impressions, deductions and Earnings. The audit will take place during business hours and will not unreasonably disrupt Woven's business. Woven need not disclose its Demand Partner contracts or the amounts Demand Partners paid Woven, except as needed to verify a deduction under Section 5.6. Supply Partner bears the cost of the audit. Woven will pay any confirmed underpayment within thirty (30) days and, if the underpayment exceeds five percent (5%) of the Earnings due for the audited period, will also reimburse Supply Partner's reasonable audit costs.
6. Data Protection
6.1 Data Processing Terms; Roles. This Section 6 is the parties' data processing agreement for Personal Data exchanged under this Agreement, and no other data processing addendum applies to that Personal Data unless both parties sign it. Each party is an independent controller (or, under U.S. state privacy laws, a business or third party, as applicable) of the Personal Data it processes under this Agreement. Neither party processes Personal Data on the other's behalf as a processor or service provider.
6.2 Supply Partner Privacy Obligations. For each Property, Supply Partner will:
(a) post and comply with a privacy policy that meets Privacy Laws; discloses that third parties, including advertising partners such as Woven and Demand Partners, collect and use Personal Data through cookies, SDKs, device identifiers and similar technologies for advertising, including targeted advertising across sites and apps, measurement and fraud prevention; explains any sale or sharing of Personal Data; and tells users how to opt out;
(b) give all notices, obtain all consents and provide all opt-out mechanisms that Privacy Laws require for Woven and Demand Partners to collect, use and disclose Personal Data from the Property for the Permitted Purposes;
(c) for users in jurisdictions where the TCF applies, use a TCF-registered consent management platform that lists the Demand Partners Woven identifies, and for U.S. users, provide GPP strings for each state whose law requires an opt-out or consent signal;
(d) include accurate and complete Privacy Signals in every Ad Request, and not include Personal Data in an Ad Request where the user has opted out or a required consent is missing, except as Privacy Laws permit; and
(e) honor Global Privacy Control and other opt-out preference signals where Privacy Laws require.
6.3 Children and Teens. Supply Partner will identify, in the Principal Terms or when it proposes the Property, each Property that is directed to children under 13, in whole or in part, or whose operator has actual knowledge that it collects Personal Data from children under 13. Supply Partner will not send Inventory from such a Property without Woven's prior written approval, and if Woven approves, will set the COPPA flag in every Ad Request from it. Supply Partner will not send Personal Data of a child under 13 except as COPPA permits, and will flag Ad Requests from users it knows are minors where Privacy Laws restrict targeted advertising to them.
6.4 Sensitive Data and Video Viewing Information.
(a) No Ad Request will contain Sensitive Data, and Supply Partner will not link any Ad Request to Sensitive Data, except precise geolocation collected and shared with the consent Privacy Laws require.
(b) Supply Partner is responsible for compliance with the VPPA and similar state laws for Ad Requests from its video and connected TV Properties. Unless Supply Partner has obtained consent that meets those laws, Ad Requests will not combine the title of, or other information identifying, the specific video a user is watching with a device identifier or other persistent identifier. Content genre, rating, length and similar category-level information may be included.
6.5 Woven's Use of Personal Data. Woven will:
(a) collect, use and disclose Personal Data received from Supply Partner only to make the Inventory available to Demand Partners; to deliver, measure and report on Ads; to cap frequency; to bill; to detect and prevent Invalid Traffic, fraud and security incidents; and to comply with law (the “Permitted Purposes”);
(b) disclose Personal Data only to Demand Partners and technology providers that are bound by written agreements requiring them to comply with Privacy Laws, and pass Privacy Signals to them unaltered;
(c) comply with Privacy Laws, provide the level of privacy protection they require, and notify Supply Partner if Woven determines it can no longer meet its obligations under them; and
(d) on notice, allow Supply Partner to take reasonable and appropriate steps to stop and remediate any use of Personal Data that this Agreement does not permit.
6.6 Data Ownership and Retention. As between the parties, Supply Partner owns the data about its Properties and users that it sends in Ad Requests, and grants Woven a non-exclusive, royalty-free license during the Term to use that data for the Permitted Purposes. Woven owns its reports and auction records, subject to its obligations under this Section 6 for any Personal Data in them, and owns aggregated or de-identified data that does not identify Supply Partner, any Property or any individual, which Woven may use for analytics and to improve its services. Within ninety (90) days after this Agreement ends, Woven will delete Personal Data received from Supply Partner, except data it needs for billing, disputes, fraud investigations or legal compliance, which it will keep only as long as those purposes require.
6.7 Security and Incidents. Each party will use reasonable administrative, technical and physical safeguards to protect the Personal Data it processes under this Agreement. Each party will notify the other without undue delay, and within seventy-two (72) hours, after becoming aware of a security incident affecting Personal Data exchanged under this Agreement, and will cooperate reasonably in responding to it.
6.8 Territories and Traffic Outside the United States. Supply Partner may send Ad Requests for users in the territories stated in the Principal Terms or, if none are stated, in any territory, with two exceptions: (a) Ad Requests for users in the European Economic Area, the United Kingdom or Switzerland are permitted only if the Principal Terms or Woven's prior written approval (email is sufficient) permit them; and (b) Supply Partner will not send Ad Requests for users in any country or region subject to comprehensive U.S. sanctions. If Ad Requests for users in the European Economic Area, the United Kingdom or Switzerland are permitted, each party will comply with the data protection laws that apply to that traffic. For any transfer of Personal Data subject to those laws to Woven in the United States, the parties will rely on the EU-U.S. Data Privacy Framework (and its UK and Swiss extensions) if Woven is certified under it; otherwise, the EU Standard Contractual Clauses (Module One: controller to controller), with the UK Addendum and Swiss amendments as needed, are incorporated into this Agreement, with Supply Partner as data exporter and Woven as data importer.
7. Confidentiality
7.1 Definition. “Confidential Information” means non-public information that a party (the “Discloser”) gives the other party (the “Recipient”) under this Agreement and that is marked confidential or that a reasonable person would understand to be confidential. It includes the terms of this Agreement; pricing, revenue and reporting data; Woven's Demand Partner terms and any seat or deal IDs not published in ads.txt or sellers.json files; and Supply Partner's list of Third-Party Properties and their owners.
7.2 Exclusions. Confidential Information does not include information that (a) is or becomes public through no fault of the Recipient; (b) the Recipient knew without a duty of confidentiality before receiving it; (c) the Recipient receives from a third party without a duty of confidentiality; or (d) the Recipient develops independently without using the Discloser's Confidential Information.
7.3 Use and Disclosure. The Recipient will use the Discloser's Confidential Information only to perform this Agreement and will protect it with at least reasonable care. The Recipient may disclose it only to its and its Affiliates' employees, contractors and advisers, and to actual or prospective investors, lenders and acquirers, who need to know it and are bound by confidentiality obligations at least as protective as this Section 7. In addition, (a) Woven may disclose Supply Partner's identity, its Properties and Ad Request data to Demand Partners, technology providers and verification vendors for the Permitted Purposes and under Section 3.8, and as ads.txt, sellers.json and SupplyChain standards require; and (b) Supply Partner may disclose to each Property owner the ads.txt and app-ads.txt lines it needs and that owner's Impressions and revenue.
7.4 Required Disclosure. The Recipient may disclose Confidential Information when law or legal process requires, after giving the Discloser prompt notice where lawful and reasonable help, at the Discloser's cost, in seeking protective treatment.
7.5 Duration and Return. These obligations last during the Term and for three (3) years after it ends, and for trade secrets for as long as they remain trade secrets. On request after this Agreement ends, the Recipient will return or destroy the Discloser's Confidential Information, except copies kept in routine backups or as law requires, which remain subject to this Section 7.
8. Intellectual Property and Publicity
8.1 Ownership. Each party keeps all rights in its own trademarks, technology, content and other intellectual property. No rights are granted except as this Agreement expressly states.
8.2 Property Names. Supply Partner grants Woven a non-exclusive, royalty-free license during the Term to use the names, domains and app names of the Properties, and, with Supply Partner's prior approval, their logos, to describe and sell the Inventory to Demand Partners.
8.3 Publicity. Neither party will issue a press release or other public announcement about this Agreement, or use the other party's name or logo publicly, without the other party's prior written approval. Listings that ads.txt, sellers.json and SupplyChain standards require are not publicity.
9. Representations and Warranties; Disclaimer
9.1 Mutual. Each party represents and warrants that (a) it is duly organized and in good standing; (b) it has full authority to enter into and perform this Agreement; (c) this Agreement does not conflict with any other agreement that binds it; and (d) it will perform this Agreement in compliance with Applicable Law.
9.2 Supply Partner. Supply Partner represents and warrants that it will meet its obligations in Sections 3 and 6 throughout the Term, and that the Properties and their content, and the Inventory as provided to Woven, do not and will not infringe or misappropriate any third party's intellectual property, privacy or publicity rights.
9.3 Disclaimer. Except as this Agreement expressly states, each party disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement. Woven does not warrant that its services or any Demand Partner will be uninterrupted or error-free, or that any amount of revenue will be generated.
10. Indemnification
10.1 By Supply Partner. Supply Partner will defend, indemnify and hold harmless Woven, its Affiliates and their officers, members, employees and agents from and against all losses, damages, fines, penalties, settlements, costs and reasonable attorneys' fees (“Losses”) arising out of any claim, demand, action or proceeding by a third party, including a Demand Partner or a regulator (a “Claim”), to the extent arising from:
(a) the Properties, their content or their operation, including any claim of infringement or misappropriation;
(b) Supply Partner's breach of this Agreement;
(c) fraud, Invalid Traffic or misrepresentation of Inventory by Supply Partner, a Property owner or any of their vendors;
(d) a violation of Applicable Law, including Privacy Laws, by Supply Partner or a Property owner; or
(e) the gross negligence, fraud or willful misconduct of Supply Partner or a Property owner.
10.2 By Woven. Woven will defend, indemnify and hold harmless Supply Partner, its Affiliates and their officers, employees and agents from and against all Losses arising out of any Claim to the extent arising from (a) Woven's breach of Section 6 or 7; (b) Woven's violation of Applicable Law; or (c) Woven's gross negligence, fraud or willful misconduct. Woven has no obligation under this Section 10.2 for Claims arising from Ads, which Section 4.2 covers.
10.3 Procedure. The indemnified party will promptly notify the indemnifying party of a Claim; a delay relieves the indemnifying party of its obligations only to the extent the delay prejudices it. The indemnifying party will control the defense and settlement, and the indemnified party will cooperate reasonably at the indemnifying party's expense and may participate with its own counsel at its own cost. The indemnifying party will not settle a Claim in a way that admits fault by the indemnified party, or imposes any obligation on it other than payment, without its prior written consent, which it will not unreasonably withhold.
11. Limitation of Liability
11.1 Exclusion. Except for Excluded Claims, neither party is liable to the other for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue or goodwill, arising out of this Agreement, even if advised of their possibility. Amounts payable under Section 5, including Earnings and amounts recoverable under Sections 5.6 and 5.7, are not excluded lost profits or revenue.
11.2 Cap. Except for Excluded Claims, each party's total liability arising out of this Agreement will not exceed the total Earnings paid or payable under this Agreement in the twelve (12) months before the event giving rise to the liability.
11.3 Excluded Claims. “Excluded Claims” means (a) a party's obligations under Section 10; (b) a party's breach of Section 6 or 7; (c) amounts payable under Section 5; and (d) fraud, gross negligence or willful misconduct by a party, including, for Supply Partner, by a Property owner for which it is responsible under Section 3.6.
12. Term, Suspension and Termination
12.1 Term. This Agreement starts on the Effective Date and continues until terminated under the Principal Terms or this Section 12 (the “Term”).
12.2 Termination for Convenience. Either party may terminate this Agreement on the notice stated in the Principal Terms or, if none is stated, on thirty (30) days' written notice, and email is sufficient. Supply Partner may also pause Ad Requests at any time without terminating.
12.3 Termination for Cause. Either party may terminate this Agreement by written notice if the other party (a) materially breaches it and does not cure the breach within ten (10) business days after written notice describing it; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or becomes the subject of bankruptcy, receivership or similar proceedings that are not dismissed within sixty (60) days. Woven may also terminate immediately by written notice if Supply Partner or a Property owner commits fraud, knowingly sends Invalid Traffic, or materially breaches Section 3.1 or Section 6.
12.4 Suspension. Woven may suspend any Property, or all Inventory, immediately by written notice (email is sufficient) if (a) Woven reasonably suspects fraud or Invalid Traffic; (b) Supply Partner breaches Section 3 or 6; (c) a Demand Partner requires it, or suspends Woven because of the Inventory; or (d) Woven reasonably believes the Inventory creates legal, security or material reputational risk. Woven will state the reason unless prohibited and will lift the suspension once the cause is resolved to its reasonable satisfaction. A suspension is not a breach by Woven and does not affect amounts owed for Impressions delivered before it, subject to Sections 5.6 and 5.7.
12.5 Campaigns in Flight. If, within five (5) business days after either party gives notice of termination, Woven identifies in writing direct-sold or guaranteed campaigns that a Demand Partner booked on specific Properties before the notice, Supply Partner will keep that Inventory available for those campaigns, on the terms of this Agreement, until they end or ninety (90) days after the notice, whichever comes first.
12.6 Effect of Termination. When this Agreement ends: (a) Woven will pay Earnings for Impressions delivered before termination under Section 5; (b) Woven's rights under Sections 5.6, 5.7 and 5.11 continue for the periods stated there; (c) Supply Partner will stop sending Ad Requests, and may remove Woven's ads.txt and app-ads.txt lines once the last campaign under Section 12.5 has ended; and (d) each party will return or destroy the other's Confidential Information under Section 7.5.
12.7 Survival. Sections 1, 3.8 (for twelve (12) months), 5, 6.5 through 6.8, 7, 8.1, 9.3, 10, 11, 12.6, 12.7 and 13, the governing law and venue provisions of the Principal Terms, and any other provision that by its nature should survive, survive termination.
13. General
13.1 Relationship. The parties are independent contractors. This Agreement does not create a partnership, joint venture, employment or fiduciary relationship, and neither party may bind the other except as this Agreement expressly provides.
13.2 Assignment. Neither party may assign this Agreement without the other party's prior written consent, which will not be unreasonably withheld. Either party may, however, assign it without consent, on written notice, to an Affiliate or to a successor in a merger, acquisition or sale of all or substantially all of its business or assets to which this Agreement relates. This Agreement binds and benefits the parties' permitted successors and assigns.
13.3 Notices. Notices go to the addresses in the Principal Terms, as either party may update them by notice. Operational notices, including Property changes, floors and blocks, Demand Partner Requirements, Adjustments, suspensions and Monthly Statements, may be given by email and are effective when sent. A notice of breach, termination or an indemnity Claim is effective when the recipient confirms receipt, or one (1) business day after it is emailed to the notice address with a copy to the legal notice address, if no delivery-failure message is received.
13.4 Governing Law and Venue. The Principal Terms set the governing law and venue for this Agreement. If they do not, this Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York, for any dispute arising out of this Agreement, except that either party may seek injunctive relief in any court of competent jurisdiction. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY SUCH DISPUTE. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
13.5 Force Majeure. Neither party is liable for a delay or failure to perform caused by events beyond its reasonable control, such as natural disasters, war, terrorism, labor disputes, government action, or widespread internet or power outages. This does not excuse payment of amounts owed for Impressions already delivered, which remain subject to Section 5.5.
13.6 Entire Agreement. This Agreement, consisting of the Principal Terms (including their schedules) and these Terms and Conditions, is the parties' entire agreement on its subject matter and replaces all prior and contemporaneous agreements and understandings on it. Section 2.2 sets the order of precedence. No terms in Supply Partner's insertion orders, invoices, platform terms or online terms apply, even if Woven accepts or acknowledges them.
13.7 Amendments; Updates; Waiver. This Agreement may be amended only in a writing signed by both parties, except for updates to these Terms and Conditions made as the Principal Terms allow and the changes this Agreement allows by email or through Woven's payment process. Each version of these Terms and Conditions is identified by its version date. An update does not apply to Impressions delivered before it takes effect. A waiver is effective only in writing, and a failure to enforce a provision is not a waiver of it.
13.8 Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permitted, and the rest of this Agreement remains in effect.
13.9 No Third-Party Beneficiaries. Except for the persons indemnified under Section 10, no third party, including any Demand Partner or Property owner, has rights under this Agreement.
13.10 Counterparts; Electronic Signatures. The Principal Terms may be signed in counterparts and by electronic signature, each of which is an original and all of which together are one instrument.
13.11 Interpretation. “Including” means “including without limitation.” Headings are for convenience only. “Days” means calendar days unless business days are stated, and a “business day” is any day other than a Saturday, Sunday or U.S. federal holiday. “Written” and “in writing” include email, except where this A