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Teads Engage Terms

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    Standard Partner Distribution Terms

    Effective 9 June 2025


    Outbrain Inc. was renamed to Teads Holding Co following the acquisition of Teads by Outbrain in February 2025. Outbrain is operating under the Teads brand going forward.

    The following Standard Partner Distribution Terms (“Terms”) govern the implementation and use of the products, services, and technology made available by Company to the Partner identified in the Partner Enrollment Form.

    1. CERTAIN DEFINITIONS.

    1.1 “Ads.txt” means an authorized digital sellers text file. All references to Ads.txt include App-ads.txt.

    1.2 "Advertiser Recs" means Recommendations (that are not Recirculation Recs) in the Company network submitted by Company’s advertisers.

    1.3 “Application” means a self-contained software program designed to run on a mobile device including a phone or tablet.

    1.4 "Content" means graphical, textual, and/or auditory content (which may include text, data, information, photos, images, graphics, audio, video or other content).

    1.5 “Cards” means the formats available through the Technology where Recommendations appear.

    1.6 "Data" means all data collected or generated by Company through the Technology, including any reports or other data made available to Partner in connection with the Agreement.

    1.7 "Destination Page" means any webpage or other online location (which may be located on a Partner Site(s) or another website or Application) that may be accessed by clicking on Recommendations.

    1.8 "End Users" means individual human viewers of a web page, Application and/or platform of the Partner Sites on which the Technology is implemented.

    1.9 “Intellectual Property Rights” includes any invention, discovery, concept, expression or work, whether or not patented or patentable, registered or not, including, without limitation, discoveries, compositions, know-how, procedures, technical information, processes, methods, formulas, algorithms, protocols, techniques, designs and drawings, trade dresses, any physical embodiment thereof, and any patents, copyrights, trademarks, industrial designs and utility models, (and applications or extensions therefore), domains and trade secrets or similar rights to aforementioned rights recognised in any jurisdiction now or in the future.

    1.10 "Partner Sites" means the web properties, Applications or platforms identified in the Partner Enrollment Form, together with any additional properties on which Partner elects to implement the Technology upon prior written approval from Company (e-mail will suffice).

    1.11 "Recirculation Recs" means Recommendations (that are not Advertiser Recs) which link to Content on Partner Sites.

    1.12 "Recommendations" means the display of Advertiser Recs and/or Recirculation Recs via Cards that Company delivers to the viewer of a web page, Application or platform on which the Technology is implemented.

    1.13 "Revenue" means net revenue generated from Advertiser Recs and charged by Company for the display of such Advertiser Recs in the Company network.

    1.14 "Technology" means Company’s Javascript, API, SDK and associated protocols that, when implemented on websites and Applications, displays the user interface managed by Company’s proprietary optimization technology for serving, selecting and ordering Cards.

    1.15 “Updates” means updates, modifications, or improvements to the Technology from time to time in Company’s sole discretion, including, but not limited to, adding Ads.txt lines and any other similar industry standards.

    1.16 "Generated Links” means an End User page view on a Partner Site generated from a referral link of OBNews.outbrain.com (or successor link or an additional link(s) which may be provided by Outbrain from time to time).

    2. TECHNOLOGY; PLACEMENT AND APPEARANCE.

    2.1 Partner shall implement the Technology (including Company’s provided Ads.txt) pursuant to Company’s technical instructions and any implementation guides made available by Company, as revised from time to time. Company, in its sole discretion, may determine which of Company’s available Technology (e.g., JS, API, SDK or any other equivalent) shall be used in each Partner implementation. Implementations of the Technology must appear directly below the main Content on each page of the Partner Sites on which the Technology is installed or as otherwise mutually agreed in writing (e-mail shall suffice). Implementation must include at least one (1) link to Advertiser Recs per page unless otherwise agreed in writing.

    2.2 Partner shall display the Technology throughout the Term in accordance with all self-regulatory codes and applicable laws and regulations, including with respect to disclosing the source or nature of the Recommendations. Without limiting the foregoing obligation, Partner agrees to comply with Company’s reasonable instructions regarding how the Technology is to be displayed, labelled or identified.

    2.3 Company may make Updates from time to time. If Company requests Partner to implement any such Updates, Partner shall make such Updates within thirty (30) calendar days of receipt of notice from Company. If Partner can demonstrate such Updates would materially and adversely affect the performance of the Partner Sites, Company may either address Partner’s concerns to its reasonable satisfaction or agree not to require Partner to implement such Updates.

    2.4 During the Term, Company shall be Partner's sole and exclusive provider of direct and indirect content recommendations, where “content recommendations” are one or more paid or unpaid links comprised of a headline or phrase indicating that an End User will be driven to Content (regardless of whether the Destination Page displays content, advertorials or advertisements).

    2.5 Company may drive End Users to Partner Sites generating additional Partner Site page views via Generated Links or Recirculation Recs. If an End User clicks on an Advertiser Rec from an Generated Link, Partner shall not be compensated for any advertising revenue generated by such page views. Any display of Recirculation Recs will require Company’s prior written approval (email will suffice), which may be conditioned on a minimum Advertiser Rec implementation or other fees.

    2.6 Company may test changes to the Technology, including to Card ordering, format and frequency. To the extent that Partner controls any testing, Partner shall comply with such testing requests on at least a quarterly basis.

    3. REVENUE & PAYMENT.

    3.1 During the Term, Partner will be paid as set forth on the Partner Enrollment Form. For the avoidance of doubt, Revenue is net of, inter alia, advertiser fees, third-party data services integrated into Company’s platform, invalid clicks/impressions, and advertiser and agency discounts/rebates.

    3.2 Partner must promptly provide Company completed and accurate tax forms and all other similar materials Company requires, which may include tax form W-8BEN, W-8BEN-E or W-9 if applicable (collectively all such forms and materials, “Tax Materials”). Notwithstanding anything set forth to the contrary in this Agreement, Company may (a) withhold payments owed to Partner hereunder without penalty or late fee until Company has received Partner’s Tax Materials, and (b) deduct any applicable taxes payable by Company from payments owed to Partner hereunder as required by law. Once Company has received the Tax Materials, Company will use commercially reasonable efforts to pay any amounts not paid to Partner pursuant to the foregoing subsection (a) as soon as reasonably practicable.

    3.3 To ensure proper payment, Partner is responsible for notifying Company in writing of accurate contact and payment information. Partner is also responsible for any charges assessed by Partner’s bank or payment provider. If the amount owed to Partner is less than US$50, then the amount owed will be accrued if and until the calendar month in which the balance of the payments due to Partner exceeds US$50. Any dispute regarding a payment from Company must be submitted to Company in writing within thirty (30) calendar days of postage or wire transfer date of such payment or it shall be deemed waived.

    3.4 In addition to Company’s other rights and remedies, Company may (i) withhold and offset any payments owed to Partner under the Agreement (including in case of a material breach) against any fees Partner owes Company under the Agreement or any other agreement), and/or (ii) require Partner to refund Company within thirty (30) calendar days of any invoice, any amounts Company may have overpaid to Partner in prior periods. If an Company advertiser or client whose Advertiser Recs were displayed on any Partner Sites defaults on payment to Company, for any reason, Company may withhold payment or charge back Partner’s account.

    4. PRIVACY. The provisions of the Teads Engage Data Sharing Agreement shall be fully incorporated into, and form part of, this Agreement.

    5. LICENSE TERMS.

    5.1 During the Term and subject to Partner’s compliance with all of the terms of the Agreement, Company grants Partner a limited, non-exclusive, revocable, non-sublicensable, non- transferable licence to use the Technology to display the Advertiser Recs, and to the extent permitted by Section 2.5 Recirculation Recs, on Partner Sites in the form and format provided.

    5.2 Company grants Partner, during the Term, a limited, worldwide, non-exclusive, royalty-free licence to use and display Company’s trademarks, service marks and logos (collectively, “Company Marks”), as incorporated into the Technology, strictly in accordance with Partner’s obligations and rights in the Agreement. All goodwill arising out of Partner’s use of any of the Company Marks shall inure solely to the benefit of Company. Company shall have the right to refer to Partner and the Partner Sites in any general listing of advertisers or partners (including in marketing and sales materials) who have implemented the Technology. Notwithstanding the foregoing, each party will request prior written consent before issuing a press release regarding the Agreement or using the other party’s name on its website other than in accordance with the Agreement.

    5.3 As between the parties: (a) Outbrain retains all right, title and interest in and to the Company Marks, Technology and Data (excluding any Content from the Partner Sites which shall be owned by Partner), the Company site at www.outbrain.com and the Dashboard; and (b) Partner retains all right, title and interest in and to the Partner Sites including the look and feel excluding the items described in subparagraph (a) above.

    5.4 The licences granted under the Agreement are specifically set forth in the Agreement; there are no implied rights. All rights not expressly granted to Partner in the Agreement are reserved by Company.

    6. PROHIBITED ACTIVITY.

    6.1 Partner will not: (i) edit, modify, truncate, filter, or change the order of Recommendations; (ii) obscure, modify or redirect End Users away from a Destination Page, or intersperse any Content between the Recommendations and any Destination Page; (iii) minimize, remove or otherwise inhibit the full and complete display of the Technology; (iv) artificially inflate clicks or impressions on Recommendations, or encourage or require any person to click on Recommendations using incentives or other methods and/or engage in any automated, deceptive, fraudulent, invalid, incentivized, or other methods that are designed to generate clicks which are not the willing actions of End Users; (v) remove, deface, obscure, or alter any notices of Intellectual Property Rights included in the Technology; (vi) access, reproduce or use the Technology in any manner or for any purpose other than as expressly permitted under the Agreement; (vii) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble the Technology or otherwise attempt to derive source code from the Technology, or attempt to create a substitute or similar service or product through use of or access to Technology or related proprietary information or otherwise use the Technology on behalf of or for the benefit of any third party; (viii) attempt to interfere with or disrupt the Technology or attempt to gain access to any systems or networks that connect to it other than through the Technology as implemented pursuant to the Agreement; (ix) copy, cache, distribute, display, alter, or otherwise use any Recommendations (or authorize or assist any third party to do so) except as such Recommendations are provided through the Technology; or (x) use the Technology for any purpose not authorized by Company, including for any purpose that is inconsistent with the implementation guidelines as provided to Partner.

    6.2 Partner will not deploy the Technology on any properties that display or contain adult, obscene, pornographic, defamatory, libelous, infringing, abusive, fake or deceptive or illegal Content, that promotes hate or discrimination, facilitates the sale of firearms or illegal drugs, or that participates or encourages participation in, illegal activities or is directed at children under of the age of 16. Company reserves the right in its sole discretion to disable the Technology on any property at any time.

    7. REGISTRATION. Partner may register for the Company dashboard (the “Dashboard”) to access online reports and control certain settings for the Technology. To the extent that Partner has access to the Dashboard, Company may collect Partner’s (or individuals who act on behalf of Partner) personally identifiable information associated with such Dashboard access. For further information on how we may collect and use our business partner's personally identifiable information, please see our Business Partner Privacy Policy. Partner will be solely responsible for all changes to data made by it, or individuals acting on Partner’s behalf, through the Dashboard. Estimates of Revenue paid or payable Partner displayed in the Dashboard are provided solely for the Partner’s convenience. Company does not guarantee that these estimated amounts displayed, if any, shall be precise or definitively due to be paid to Partner pursuant to the Agreement. Access to Company dashboard shall be solely at the discretion of Company and may be discontinued by Company at any time.

    8. SUSPENSION OF TECHNOLOGY; TERMINATION.

    8.1 Company may suspend or discontinue all or any aspect of the Technology, including its availability, at any time if required by exigent circumstances (such as a significant security breach, propagation of malware, other viruses to users, etc.) or other improper, unlawful, fraudulent or misleading circumstances.

    8.2 Either party may terminate the Agreement at any time in the event of a material breach by the other party of any provision of the Agreement that remains uncured for fourteen (14) days after the breaching party’s receipt of written notice of the breach.

    8.3 The Agreement is terminable on fourteen (14) days prior written notice unless otherwise stated on the Partner Enrollment Form. In addition, Company may terminate the Agreement if the Technology is not implemented within thirty (30) days of Company providing the Technology to Partner. Upon expiration or termination of the Agreement, all rights and obligations of the parties under the Agreement will be extinguished, except that Sections 9.6, 9.7, 10, 11 and 13 of the Terms will survive termination, as well as any other terms of this Agreement which, by their nature should survive termination, and continue to bind the parties.

    9. LIMITED WARRANTIES; INDEMNITY.

    9.1 Each party represents and warrants to the other that: (i) it has all right, power, and authority necessary to enter into the Agreement and perform its obligations under it; and (ii) it will comply with all applicable laws, regulations and orders in its performance of the Agreement.

    9.2 Company warrants that the Technology (as provided and made available by Company and implemented by Partner in accordance with the Agreement) does not and will not, to the best of Company's knowledge, infringe any Intellectual Property Right of any third party.

    9.3 Partner represents and warrants that the Partner Sites: (i) owns or has the right to operate the Partner Site(s); (ii) will adhere to the Company Partner Guidelines and/or to the Partner’s own guidelines which shall be substantially similar to Companys’; (iii) do not and will not contain any Content that is illegal or that infringes any Intellectual Property Rights of any third party; (iv) will not contain any obscene, defamatory, libelous, slanderous material or material that violates any person’s right of publicity, privacy or personality; and (v) do not and will not knowingly contain a misrepresentation of fact or factual inaccuracy.

    9.4 Nothing in the Agreement shall be construed as a promise of any sort of minimum traffic volumes, clicks, impressions or usage or any other such commitments by Company to Partner.

    9.5 Except as expressly provided in the Agreement, neither party makes any representations or warranties, express or implied in relation to the Agreement, the Partner Sites, the Technology, any Content made available by Company through the Technology or any other matters (including any implied terms relating to satisfactory quality or fitness for any purpose, any warranties of availability or uninterrupted or error free performance, any warranties arising out of any course of performance or dealing).

    9.6 Company makes no representations or warranties concerning any Content contained in or accessed via the Technology, including without limitation Advertiser Recs, and Company will not be responsible or liable for the contents, accuracy, intellectual property infringement, legality or decency of Content provided through the Technology or for Partner’s reliance on any of the foregoing.

    9.7 Each party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other party and its parent and affiliates, and each of its and their respective affiliates, directors, officers, shareholders, members, authorized representatives, employees and agents (collectively, the “Indemnified Party”) from and against any and all claims, losses, liabilities, damages, costs, settlements, regulatory findings and/or fines and other expenses (including reasonable legal fees) (collectively, “Claims”) that arise out of any third party claim occasioned by any breach of any of the Indemnifying Party’s representations and warranties in this Agreement. The Indemnified Party shall promptly notify the Indemnifying Party of any Claim in writing, provided, however, that any delay in providing such notice shall not relieve the Indemnifying Party of any of its obligations except to the extent that the Indemnifying Party is prejudiced by such delay. The Indemnified Party shall have the right to participate in the defense and settlement of the Claim with counsel of its own choosing and its own expense, subject to the Indemnifying Party’s control thereof.

    10. CONFIDENTIALITY. Each party (the “Receiving Party”) acknowledges that it will have access to certain information and materials, including the terms of the Agreement, concerning the business, technology, products and services of the other party (the “Disclosing Party”) that are, or reasonably should be considered given the circumstances of disclosure to be, confidential (“Confidential Information”). Confidential Information will not include: (a) information known to the Receiving Party prior to disclosure by the Disclosing Party; (b) information independently developed by the Receiving Party without reference to Confidential Information of the Disclosing Party; (c) information that is or becomes publicly known through no fault of the Receiving Party; or (d) information disclosed to the Receiving Party by a third party without breach of any obligation of confidence. Except as permitted hereunder, the Receiving Party (i) will not use any Confidential Information for its own benefit or the benefit of any third party, and (ii) will not disclose any Confidential Information to any third party other than its directors, employees, contractors, advisors, investors or potential investors who have a need to know and who have agreed not to use, and to maintain the confidentiality of, the Confidential Information consistent with this Section 10. The Receiving Party will return or destroy the Confidential Information promptly upon the Disclosing Party’s written request. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by applicable law or legal process, provided that the Receiving Party provides prompt written notice of any required disclosure to the Disclosing Party and provides reasonable cooperation (at the Disclosing Party’s expense) with any effort by the Disclosing Party to contest or limit the scope of such disclosure.

    11. LIMITATION OF LIABILITY.

    11.1 Neither Company nor the Partner exclude or limit liability to the other for: (i) death or personal injury caused by its negligence or that of its employees or contractors; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot lawfully be excluded or limited.

    11.2 SUBJECT ALWAYS TO SECTION 11.1, NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY BREACH HEREOF (INCLUDING FOR LOSS OF DATA OR COST OF COVER), WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER UNDER A THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.

    11.3 SUBJECT ALWAYS TO SECTION 11.1 AND EXCEPT FOR LIABILITIES ARISING OUT OF A PARTY’S VIOLATION, MISAPPROPRIATION OR INFRINGEMENT OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS,IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY BREACH HEREOF (WHETHER UNDER A THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY OR OTHERWISE) EXCEED THE GREATER OF ONE HUNDRED THOUSAND DOLLARS ($100,000) OR THE AMOUNT OF REVENUE PAID OR PAYABLE TO THE PARTNER IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY (OR, IN THE CASE OF A SERIES OF CONNECTED EVENTS, THE FIRST SUCH EVENT).

    12. EXPORT CONTROLS. Partner will comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and shall not export, or allow the export or re-export of the Technology in violation of any such restrictions, laws or regulations. By downloading or using the Technology, Partner agrees to the foregoing and represent and warrants that it is not located in, under the control of, or a national or resident of any restricted country. Partner represents and warrants that none of it, or any individual, entity, or organization holding any ownership interest or controlling interest in Partner, including any officer or director, is an individual, entity, organization with whom any United States law, regulation, or executive order prohibits U.S. companies and individuals from dealing, including, names appearing on the Specially Designated Nationals List.

    13. MISCELLANEOUS. The Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of New York, without regard to its conflict of law provisions or the United Nations Conventions for the International Sale of Goods. Any action or proceeding arising from or relating to the Agreement must be brought in a federal court in the Southern District of New York or in state court in New York County, New York, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. The parties agree that irreparable damage would occur if any of the provisions of the Agreement is not performed in accordance with these specific terms. Accordingly, the parties agree that each shall be entitled to injunctive relief to prevent breaches of the Agreement and to enforce specifically the terms and provisions of the Agreement, in addition to any other remedy to which they are entitled at law or in equity. The parties are independent contractors, and nothing in the Agreement will be construed to create a partnership, joint venture, agency or other relationship between the parties. No failure or forbearance by a party to enforce any of its rights under the Agreement or insist upon performance of the other party’s obligations under the Agreement will be deemed a waiver of such rights or obligations to any extent, and no waiver by either party of any default or breach of the Agreement will constitute a waiver of any other or subsequent default or breach. Neither party will be liable for any failure to perform due to causes beyond the party's reasonable control. The Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or verbal, concerning such subject matter. The Partner Enrollment Form may be amended, modified or superseded, only by a written instrument signed by both parties. The headings in the Agreement are for the convenience of reference only and have no legal effect. Any reference to days in the Agreement shall be deemed business days unless otherwise specified. The Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. If any provision of the Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, failing which, it shall be severed from the Agreement and the balance of the Agreement shall continue in full force and effect. Neither party may assign the Agreement or any of its rights or obligations hereunder without the other party’s prior written consent, except (i) due to operation of law, merger, reorganization, or as a result of an acquisition or change of control, and (ii) by Company to its subsidiaries. Subject to the foregoing, the Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

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