Legal Terms and Conditions

These Publisher Terms govern the use of Atlas5 by publishers, app developers, streaming platforms and authorised inventory partners.

By submitting an order, creating an account, integrating Atlas5 technology or making inventory available through Atlas5, the Publisher agrees to these Terms.

1. Agreement to these Terms

These Publisher Terms (“Terms”) form an agreement between Atlas5 (“Atlas5,” “we,” “us,” or “our”) and the publisher or supply partner identified in an applicable order, insertion order, account registration or other written agreement (“Publisher”).

These Terms apply together with:

• Any insertion order, order form or commercial agreement accepted by the parties;
• Any applicable technical, quality, privacy or implementation requirements;
• Any amendments or addenda agreed in writing; and
• Any orders or settings submitted through the Atlas5 platform.

Together, these documents form the “Agreement.”

Where an order or signed agreement expressly conflicts with these Terms, the order or signed agreement will control for the relevant services.

2. Definitions

For these Terms:

Account means the Publisher’s approved account on the Atlas5 platform.

Ad means an advertisement delivered or made available through Atlas5.

Ad Inventory means advertising opportunities made available through the Publisher Properties.

Advertiser means a buyer, agency, demand partner or other entity purchasing or bidding on Ad Inventory.

Affiliate means an entity that directly or indirectly controls, is controlled by, or is under common control with another entity.

Applicable Data Protection Law means any privacy, data-protection, electronic-communications or cookie law applicable to the parties or the services.

Atlas5 Platform means Atlas5’s exchange, dashboard, reporting systems, APIs, tags, software, SDKs and related advertising technology.

Dashboard means the reporting or account-management interface made available to the Publisher.

Fraudulent Activity means invalid, artificial, deceptive, manipulated or unauthorised activity relating to Ad Inventory, impressions, clicks, views, requests, conversions or other campaign events.

Gross Advertising Revenue means amounts payable by Advertisers or demand partners for Ad Inventory made available by the Publisher before applicable deductions.

Invalid Traffic means traffic, impressions, clicks, views, requests or other activity determined to be invalid under applicable industry standards, Atlas5 Policies or demand-partner requirements.

Net Advertising Revenue means the amount payable by Atlas5 to the Publisher after applicable deductions, adjustments, fees, chargebacks and revenue-share terms.

Order means an insertion order, order form, onboarding form or other commercial arrangement accepted by Atlas5.

Policies means Atlas5’s technical, implementation, quality, privacy, security, content and operational requirements made available to the Publisher.

Publisher Properties means the websites, mobile apps, connected-TV environments, streaming services or other digital properties approved by Atlas5.

Publisher Data means data provided to Atlas5 by or on behalf of the Publisher, excluding Atlas5 data and Aggregated Data.

Supply Inventory means Ad Inventory owned or lawfully controlled by the Publisher and made available through Atlas5.

Third-Party Inventory means Ad Inventory that the Publisher does not own but is authorised to make available through Atlas5.

User means an individual who visits, accesses or uses a Publisher Property.

3. Eligibility and authority

The Publisher represents that it:

• Has full authority to enter into the Agreement;
• Owns or has valid authority to monetise the Supply Inventory;
• Has obtained all approvals required from the owners of any Third-Party Inventory;
• Has the legal capacity to receive payments and perform its obligations;
• Will provide accurate and complete registration, payment and tax information; and
• Will comply with all laws applicable to its business, properties and inventory.

Where the Publisher acts as an intermediary, reseller or representative of another inventory owner, the Publisher remains responsible for that party’s compliance with the Agreement.

Atlas5 may request evidence of the Publisher’s ownership, authority or contractual rights at any time.

4. Orders and approval

4.1 Formation of an Order

An Order is formed when Atlas5 accepts an insertion order, onboarding request, account application or other written request submitted by the Publisher.

An Order may include:

• The approved Publisher Properties;
• Integration method;
• Inventory type and format;
• Territorial restrictions;
• Revenue-share or commercial terms;
• Payment terms;
• Reporting requirements;
• Technical specifications;
• Campaign or service dates; and
• Any additional operational requirements.

4.2 Approval process

The Publisher must provide complete and accurate information during registration and onboarding.

Atlas5 may review:

• The Publisher Properties;
• Ownership and authority;
• Content quality;
• Traffic sources;
• Inventory implementation;
• Brand-safety suitability;
• Privacy compliance;
• Technical performance;
• Payment information; and
• Any other factor relevant to exchange or demand-partner approval.

Approval is not guaranteed.

Atlas5 may approve, reject, restrict or condition access to the Atlas5 Platform in its discretion.

4.3 Third-party approvals

Certain inventory may require approval by exchanges, Advertisers, technology partners or other Third Parties.

Atlas5 may submit Publisher Properties and related information to such parties for review.

Access to some demand sources may depend on continuing Third-Party approval.

Atlas5 does not guarantee approval or continued access to any specific demand source.

5. Platform licence and access

Subject to the Agreement, Atlas5 grants the Publisher a limited, non-exclusive, revocable, non-transferable and non-sublicensable right to access and use the Atlas5 Platform during the term of an accepted Order.

This right is provided solely to:

• Manage approved Supply Inventory;
• Access reporting;
• Configure authorised monetisation settings;
• Implement approved Atlas5 technology; and
• Receive advertising demand through Atlas5.

The Publisher may not use the Atlas5 Platform for any other purpose.

No ownership rights in the Atlas5 Platform are transferred to the Publisher.

6. Account security

The Publisher must keep its Account credentials secure and confidential.

The Publisher is responsible for:

• All activity conducted through its Account;
• Access granted to its employees, contractors or service providers;
• Maintaining appropriate internal access controls;
• Keeping account and payment information current; and
• Promptly removing access for unauthorised or former users.

The Publisher must notify Atlas5 promptly if it becomes aware of:

• Unauthorised Account access;
• Compromised credentials;
• Suspected fraud;
• Incorrect payment details;
• An unauthorised integration; or
• Any other security incident affecting the Atlas5 Platform.

Atlas5 may suspend access where it reasonably believes an Account has been compromised.

7. Platform maintenance and updates

Atlas5 may update, modify or improve the Atlas5 Platform from time to time.

Updates may include:

• Bug fixes;
• Security improvements;
• Compatibility updates;
• Reporting changes;
• Workflow improvements;
• New functionality; and
• Changes required by law, industry standards or Third-Party partners.

Atlas5 may temporarily suspend parts of the Atlas5 Platform for maintenance, security or operational reasons.

Where reasonably practical, Atlas5 will provide advance notice of material planned interruptions.

Atlas5 does not guarantee that the Dashboard, reporting interface or every feature will be continuously available.

8. Publisher implementation obligations

The Publisher must implement the Atlas5 Platform in accordance with:

• Atlas5’s written instructions;
• The approved Order;
• Applicable technical specifications;
• Industry standards;
• Applicable law; and
• Any demand-partner requirements supplied to the Publisher.

The Publisher must obtain Atlas5’s approval before activating a new or materially modified implementation.

The Publisher may use Atlas5 only on approved Publisher Properties.

The Publisher must not:

• Deploy Atlas5 technology on an unapproved property;
• Materially alter an approved integration without prior approval;
• Use Atlas5 technology in a manner that interferes with measurement or delivery;
• Introduce unauthorised code into Atlas5 technology;
• Allow unapproved Third Parties to control Atlas5 integrations; or
• Circumvent technical, quality, privacy or security controls.

The Publisher is responsible for ensuring that its properties, players, apps, pages and integrations remain compatible with Atlas5 requirements.

9. Inventory quality and placement

The Publisher must ensure that all Supply Inventory:

• Is lawfully owned or controlled by the Publisher;
• Appears on an approved Publisher Property;
• Is accurately described;
• Is technically functional;
• Provides a reasonable user experience;
• Meets applicable viewability and placement requirements;
• Does not misrepresent the environment in which the Ad appears; and
• Complies with Atlas5 Policies.

Unless Atlas5 approves otherwise in writing, the Publisher must not display more than one overlapping or simultaneously viewable video Ad placement within the same content area.

The Publisher must not:

• Conceal, minimise or obstruct an Ad;
• Place an Ad outside the visible page or application area;
• Automatically refresh inventory in a misleading or non-compliant manner;
• Stack multiple Ads in the same placement;
• Mislabel inventory type, domain, app, device, geography or placement;
• Run silent, hidden or background video inventory as premium in-stream inventory;
• Misrepresent outstream inventory as in-stream inventory;
• Use unsupported or non-compliant video players; or
• Create placements primarily for generating advertising events rather than serving genuine users.

Atlas5 may apply additional requirements based on inventory type, buyer expectations or industry standards.

10. Prohibited activity

The Publisher must not, directly or indirectly:

• Generate Ad requests, impressions, views, clicks, conversions or other events through automated, deceptive, fraudulent or invalid means.
• Use bots, scripts, click farms, device farms, emulators, macro programs or automated query tools.
• Repeatedly refresh pages or Ads for the primary purpose of generating revenue.
• Encourage or require Users to click, view or interact with Ads through incentives, misleading instructions or coercion.
• Mislead Users about the function of an Ad or interaction.
• Edit, filter, reorder or materially alter an Ad without approval.
• Prevent an Ad from displaying properly.
• Manipulate measurement, viewability, completion rate, click-through rate or other performance data.
• Send false, incomplete or misleading bid-request information.
• Misrepresent the source, ownership, domain, app bundle, device, geography or nature of inventory.
• Resell, syndicate or route inventory without the necessary rights and disclosures.
• Transfer, sell, lease, sublicense or lend access to the Atlas5 Platform.
• Reverse engineer, decompile, disassemble or attempt to derive the source code of Atlas5 technology.
• Remove or alter proprietary notices.
• Build a substitute or competing product using Atlas5 confidential technology or information.
• Introduce malware, spyware, malicious code or unauthorised tracking.
• Use Atlas5 in a way that damages the exchange, demand partners, Advertisers, Users or Atlas5’s reputation.
• Attempt to bypass fraud, security, privacy or policy controls.
• Provide child-directed inventory without prior written approval where special legal requirements apply.
• Transmit special-category, sensitive or prohibited personal data through bid requests, tags, page parameters or other integrations.

These restrictions apply to the Publisher and anyone acting on its behalf.

11. Content standards

The Publisher must not make inventory available alongside content that:

• Is illegal;
• Promotes terrorism or violent extremism;
• Encourages violence or serious harm;
• Contains unlawful hate speech;
• Exploits or endangers children;
• Promotes fraudulent or deceptive schemes;
• Infringes intellectual-property rights;
• Contains malware or malicious redirects;
• Is sexually explicit where not expressly approved;
• Promotes illegal products or services;
• Misrepresents facts in a materially harmful manner; or
• Otherwise violates Atlas5 Policies.

Atlas5 may restrict additional content categories based on Advertiser, exchange or brand-safety requirements.

The Publisher is responsible for user-generated content appearing on its properties.

It must maintain reasonable moderation, reporting and removal processes appropriate to the nature of its service.

12. Reporting and measurement

12.1 Dashboard reporting

Atlas5 may provide estimated reporting through the Dashboard.

Reporting may include:

• Ad requests;
• Bid requests;
• Impressions;
• Viewable impressions;
• Clicks;
• Completed views;
• Fill rate;
• Gross revenue;
• Net Advertising Revenue; and
• Other available performance metrics.

Dashboard data may be updated, corrected or finalised after initial display.

Real-time or near-real-time reporting is indicative and may not represent final payable amounts.

12.2 Controlling measurement

Unless an Order states otherwise, Atlas5’s finalised reporting system will control for:

• Ad requests;
• Impressions;
• Clicks;
• Views;
• Revenue;
• Invalid Traffic;
• Adjustments;
• Deductions; and
• Payment calculations.

The Publisher must notify Atlas5 of a reporting dispute within two months after the relevant monthly earnings are finalised.

Atlas5 is not required to reconsider a dispute submitted after that period.

12.3 Reporting discrepancies

Atlas5 may investigate discrepancies involving Publisher systems or Third-Party reporting where the difference is material.

The Publisher must provide relevant supporting information, including:

• Daily automated reports;
• Placement-level data;
• Time-zone settings;
• Measurement methodology;
• Log data;
• Tag or integration details; and
• Any other information reasonably required for reconciliation.

Atlas5 may reject a discrepancy claim where the Publisher does not provide sufficient evidence or reporting access.

13. Revenue calculation

13.1 Revenue generation

The Publisher may generate revenue where Atlas5 or its demand partners successfully purchase, serve or record payable advertising activity on approved Supply Inventory.

Revenue may be calculated using:

• CPM;
• Viewable CPM;
• Cost per completed view;
• CPC;
• CPA;
• CPL;
• Real-time bidding;
• Fixed commercial arrangements; or
• Another model agreed in an Order.

13.2 Net Advertising Revenue

Net Advertising Revenue means the amount payable by Atlas5 to the Publisher after applicable deductions.

Deductions may include:

• Atlas5 revenue share;
• Exchange fees;
• Platform or technology fees;
• Data fees;
• Verification fees;
• Third-Party fees;
• Taxes or withholding;
• Chargebacks;
• Invalid Traffic adjustments;
• Advertiser credits;
• Reconciliation adjustments; and
• Other deductions agreed in the Order.

The commercial rate or indicative revenue share displayed in the Dashboard may change based on:

• Advertising demand;
• Inventory quality;
• Geography;
• Device;
• Format;
• Seasonality;
• Buyer requirements;
• Platform and Third-Party fees;
• Invalid Traffic levels; and
• Other market or operational conditions.

Unless an Order expressly guarantees a rate, Atlas5 does not guarantee a particular CPM, fill rate, revenue share or revenue amount.

13.3 Estimated and finalised earnings

Atlas5 may estimate Net Advertising Revenue in real time or near real time.

Estimated amounts are not final.

Monthly earnings are finalised after Atlas5 receives and reconciles reporting from applicable demand partners.

Atlas5 aims to make finalised monthly earnings available through the Dashboard by approximately the third week of the following month.

The timing may vary where Atlas5 is awaiting reporting, reconciliation or payment information from Third Parties.

13.4 Invalid Traffic and adjustments

Atlas5 may deduct, reverse or withhold revenue associated with:

• Invalid Traffic;
• Fraudulent Activity;
• Misrepresented inventory;
• Billing discrepancies;
• Advertiser disputes;
• Policy violations;
• Technical errors;
• Duplicate activity;
• Uncollected demand-partner accounts; or
• Other non-payable activity.

Adjustments may be applied before or after estimated revenue appears in the Dashboard.

14. Collected-revenue basis

Atlas5 and the Publisher intend that Atlas5 will pay amounts derived from Gross Advertising Revenue that Atlas5 has actually collected from applicable demand partners.

Where Atlas5 has not collected the corresponding Gross Advertising Revenue, Atlas5 may:

• Withhold the relevant amount;
• Delay payment until collection;
• Offset the amount against future payments;
• Reverse a prior credit;
• Recover an amount previously paid; or
• Require the Publisher to repay the relevant amount within 30 days after notice.

This may apply where non-collection results from:

• Invalid Traffic;
• Fraudulent Activity;
• Buyer insolvency;
• Billing discrepancies;
• Chargebacks;
• Advertiser credits;
• Policy violations; or
• Another valid withholding or non-payment by a demand partner.

Atlas5 will use commercially reasonable efforts to collect amounts properly due from its demand partners.

15. Payment terms

15.1 Payment schedule

Unless an Order states otherwise, finalised Publisher payments will be made on a Net 60 basis.

Outstanding payments will generally equal:

• Finalised earnings;
• Less prior payments;
• Less deductions, offsets, taxes and adjustments.

The Dashboard may display current payment status and transaction history.

15.2 Payment threshold

Atlas5 may apply a minimum payment threshold.

Where the Publisher’s payable balance is below the threshold, the amount may be carried forward to a future payment period.

15.3 Payment method

Atlas5 may pay the Publisher by wire transfer or another payment method approved by Atlas5.

The Publisher is responsible for providing complete and accurate:

• Beneficiary name;
• Bank name;
• Account number;
• Routing information;
• SWIFT or IBAN details;
• Tax documentation; and
• Any other payment information required.

Atlas5 is entitled to rely on the payment instructions supplied by the Publisher.

Atlas5 is not responsible for losses caused by:

• Incorrect payment details;
• Outdated bank information;
• Clerical errors made by the Publisher;
• Failure to update payment information;
• Currency conversion;
• Intermediary-bank deductions; or
• Fees imposed by the Publisher’s banking provider.

15.4 Taxes

The Publisher is responsible for taxes arising from payments received under the Agreement, except taxes imposed on Atlas5’s own income.

Atlas5 may deduct or withhold taxes where required by law.

The Publisher must provide valid tax forms, invoices or other documentation reasonably required for payment.

15.5 Payment suspension

Atlas5 may withhold or suspend payment where it reasonably believes:

• The Publisher has breached the Agreement;
• Fraudulent Activity or Invalid Traffic has occurred;
• Payment information is incomplete or inaccurate;
• The Publisher lacks authority over the inventory;
• The Publisher has not provided required tax documentation;
• A demand partner has disputed or withheld payment;
• The amount is subject to investigation; or
• Payment would violate applicable law or sanctions requirements.

Where reasonably practical, Atlas5 will provide information about the basis for the suspension.

16. Minimum guarantees

A minimum guarantee applies only where expressly stated in a signed Order.

Atlas5 may revise, suspend or withdraw a proposed guarantee before the applicable Order is accepted.

Where a guarantee has been accepted, it remains subject to:

• The Publisher maintaining agreed inventory levels;
• Continued compliance with the Agreement;
• Inventory quality;
• Traffic validity;
• Required implementation;
• Demand-partner approval;
• Applicable laws; and
• Any conditions stated in the Order.

A guarantee does not apply to activity later determined to be invalid, fraudulent, misrepresented or otherwise non-payable.

17. Publisher review obligations

The Publisher must regularly review:

• Its implementation;
• Ad placements;
• Reporting;
• Revenue;
• User experience;
• Property content; and
• Any visible technical errors.

The Publisher must notify Atlas5 promptly of a material error.

Where an error was reasonably identifiable and the Publisher does not report it within two weeks, the affected implementation or reporting may be treated as accepted, subject to Atlas5’s right to correct fraud, Invalid Traffic, payment or measurement issues later.

An issue that was not reasonably identifiable at the time must be reported promptly after discovery.

18. Representations and warranties

Each party represents that:

• It has authority to enter into the Agreement;
• It has the rights required to perform its obligations;
• Its performance will comply with applicable law; and
• Entering into the Agreement does not breach another binding obligation.

The Publisher further represents and warrants that:

• It owns or has lawful authority over all Supply Inventory;
• Its properties and inventory comply with the Agreement;
• Information supplied to Atlas5 is accurate;
• It has all necessary privacy notices, permissions and consents;
• Its use of Atlas5 does not infringe Third-Party rights;
• It will not send unlawful, sensitive or prohibited data;
• Its traffic sources are legitimate;
• Its inventory is not generated primarily for advertising revenue; and
• It will maintain reasonable technical and organisational safeguards.

Atlas5 represents that it has the authority to provide access to the Atlas5 Platform and make demand available under the Agreement.

Except as expressly stated, Atlas5 does not guarantee:

• Continuous demand;
• A particular Advertiser;
• Fill rate;
• Revenue;
• CPM;
• Bid rate;
• Platform uptime;
• Buyer payment;
• Continued Third-Party approval; or
• Any specific commercial outcome.

19. Term

Unless an Order states otherwise, the Agreement begins on the effective date of the first accepted Order and continues for one year.

After the initial term, the Agreement will automatically renew for successive one-year periods unless either party provides notice of non-renewal or termination in accordance with these Terms.

20. Termination by the Publisher

Unless an Order states otherwise, the Publisher may terminate the Agreement by providing at least 30 days’ prior written notice.

Termination will not affect:

• Accrued payment rights;
• Outstanding adjustments;
• Chargebacks;
• Confidentiality obligations;
• Data obligations;
• Indemnification rights; or
• Any provision intended to survive termination.

Atlas5 may stop accepting new Supply Inventory during the notice period.

21. Suspension and termination by Atlas5

Atlas5 may suspend or terminate an Account, Order, integration or the Agreement immediately where it reasonably believes:

• Fraudulent Activity has occurred;
• Inventory is illegal or unlawful;
• The Publisher has misrepresented inventory;
• The Publisher lacks authority over Third-Party Inventory;
• The Publisher has breached privacy or data-protection obligations;
• The Publisher’s implementation creates a security risk;
• The Publisher has introduced malware or malicious code;
• The Publisher has manipulated delivery or reporting;
• Continuing the relationship may expose Atlas5 or its partners to legal, commercial or reputational harm;
• A demand partner, regulator or exchange requires suspension;
• The Publisher is subject to sanctions or restricted-party requirements; or
• Immediate action is necessary to protect Users, Advertisers or the Atlas5 Platform.

Atlas5 may also terminate an Order or the Agreement without cause by providing written notice.

Where reasonably practical, Atlas5 may allow the Publisher an opportunity to cure a non-urgent breach.

Atlas5 is not required to provide a cure period for fraud, illegality, serious security issues or deliberate policy evasion.

22. Effect of termination

After termination:

• The Publisher must stop using the Atlas5 Platform;
• The Publisher must remove Atlas5 tags, SDKs, code and integrations;
• Atlas5 may disable the Publisher’s Account;
• Unpaid amounts remain subject to reconciliation;
• Atlas5 may continue investigating Invalid Traffic or Fraudulent Activity;
• Atlas5 may apply later demand-partner adjustments;
• Each party must return or destroy Confidential Information upon reasonable request, subject to lawful retention obligations; and
• The Publisher remains responsible for obligations arising before termination.

Atlas5 may withhold final payment until it completes reasonable reconciliation, fraud review and demand-partner reporting.

23. Marketing and publicity

During the term of an active Order, Atlas5 may identify the Publisher as a customer, supply partner or integration partner in ordinary sales and promotional materials.

This may include the Publisher’s:

• Name;
• Trade name;
• Trademark;
• Logo; and
• General description of the relationship.

Atlas5 will not issue a press release naming the Publisher without prior written approval.

Where the Publisher has approved promotional materials, Atlas5 may continue using those materials during the Order term unless approval is withdrawn in writing for a reasonable legal, brand or compliance reason.

Neither party may suggest an endorsement, certification or exclusive relationship that has not been agreed.

24. Confidentiality

24.1 Confidential Information

“Confidential Information” means:

• Information marked confidential, proprietary or with a similar notice; and
• Information that should reasonably be understood as confidential based on its nature and the circumstances of disclosure.

Confidential Information may include:

• Commercial terms;
• Revenue shares;
• Pricing;
• Product information;
• Technical documentation;
• Platform access details;
• Business plans;
• Reporting;
• Customer or partner information;
• Non-public inventory information;
• Security information; and
• Personal data.

The receiving party will:

• Use Confidential Information only to perform or exercise rights under the Agreement;
• Protect it using at least reasonable care;
• Limit access to people with a legitimate need to know; and
• Ensure recipients are subject to appropriate confidentiality obligations.

24.2 Exceptions

Confidential Information does not include information that the receiving party can demonstrate:

• Was already lawfully known;
• Became public through no breach;
• Was received lawfully from another source without restriction;
• Was independently developed without using the Confidential Information; or
• Was released without restriction by the disclosing party.

A party may disclose Confidential Information where required by law or court order.

Where legally permitted, the receiving party will provide advance notice and reasonable cooperation so the disclosing party may seek protective treatment.

25. Data use

Atlas5 may collect and use data associated with the services to:

• Provide and maintain the Atlas5 Platform;
• Route bid requests and advertising demand;
• Measure and report delivery;
• Detect fraud, bots and Invalid Traffic;
• Assess inventory quality;
• Support ad security and verification;
• Provide analytics;
• Improve platform performance;
• Investigate misuse;
• Comply with legal obligations; and
• Protect Atlas5, Advertisers, Publishers and Users.

Atlas5 may combine data with information received from Third Parties where permitted by law and the Agreement.

Atlas5 may disclose relevant information to:

• Advertisers;
• Demand partners;
• Verification providers;
• Fraud-prevention providers;
• Data and measurement partners;
• Infrastructure providers;
• Professional advisers; and
• Regulators or authorities where legally required.

Where practical, Atlas5 may use aggregated, anonymised or pseudonymised information.

Nothing in these Terms permits either party to use personal data in violation of Applicable Data Protection Law.

26. Privacy responsibilities

The Publisher is responsible for the privacy relationship with Users of the Publisher Properties.

The Publisher must:

• Maintain a clear and accessible privacy policy;
• Provide legally required disclosures;
• Identify relevant advertising and technology partners where required;
• Explain the use of cookies, identifiers and similar technologies;
• Obtain valid consent where required;
• Provide required opt-out or objection mechanisms;
• Honour applicable user privacy choices;
• Implement an appropriate consent-management solution where required;
• Pass accurate privacy and consent signals to Atlas5;
• Maintain evidence of consent where required; and
• Ensure that Atlas5 technology is not activated before valid consent where consent is legally required.

Atlas5 does not assume the Publisher’s responsibility for providing notices or obtaining consent on Publisher Properties.

The Publisher must not represent that Atlas5 is solely responsible for the Publisher’s privacy compliance.

27. Consent requirements

Where consent is required, the Publisher represents that personal data provided or made available to Atlas5 has been collected and shared under valid consent or another lawful basis permitted by law.

The Publisher must ensure that consent is:

• Freely given;
• Specific;
• Informed;
• Unambiguous;
• Recorded where required;
• Capable of withdrawal; and
• Sufficient for the intended advertising and measurement activities.

If a User withdraws consent or exercises an applicable privacy right, the Publisher must:

• Stop any processing that can no longer lawfully continue;
• Update the relevant consent or privacy signal;
• Notify Atlas5 without undue delay where Atlas5 action is required; and
• Cooperate with Atlas5 to address the request.

Where specific direct notice is required, the Publisher must notify Atlas5 no later than 24 hours after becoming aware of the withdrawal or request.

28. Data-processing roles

The parties’ roles under Applicable Data Protection Law may vary depending on:

• The data;
• The service;
• The purpose of processing;
• The relevant jurisdiction; and
• The applicable Order.

Each party will comply with the obligations applicable to it as a controller, processor, business, service provider or equivalent regulated role.

Where a separate Data Processing Addendum is required, the parties will enter into an appropriate addendum.

In the event of a conflict concerning personal-data processing, the applicable Data Processing Addendum will control.

29. Processing instructions

Where Atlas5 processes personal data on behalf of the Publisher, Atlas5 will process that data:

• In accordance with the Agreement;
• To provide and support the services;
• Under the Publisher’s lawful documented instructions;
• As required by applicable law; and
• For security, fraud prevention and service-integrity purposes where permitted.

The Publisher is responsible for ensuring that its instructions comply with Applicable Data Protection Law.

Atlas5 may inform the Publisher where it reasonably believes an instruction violates applicable law, unless legally prohibited from doing so.

30. Subprocessors and service providers

Atlas5 may appoint Affiliates and Third-Party service providers to process data in connection with the services.

Such providers may support:

• Hosting and infrastructure;
• Fraud prevention;
• Bot detection;
• Analytics;
• Quality scoring;
• Viewability;
• Geolocation;
• Ad security;
• Verification;
• Customer support; and
• Platform operations.

Atlas5 will require service providers processing personal data on its behalf to follow appropriate confidentiality, security and data-use obligations.

Where required by law or an applicable Data Processing Addendum, Atlas5 will provide information about subprocessors and applicable objection rights.

The Publisher must apply equivalent controls to any Third Party processing data on its behalf in connection with Atlas5.

31. Data security

Each party will implement appropriate technical and organisational safeguards for the nature of the data it processes.

The Publisher must maintain controls designed to:

• Prevent unauthorised access;
• Protect Account credentials;
• Secure integrations;
• Detect security incidents;
• Restrict internal access;
• Maintain relevant logs;
• Protect data in transmission and storage;
• Manage vulnerabilities;
• Support incident response; and
• Protect User privacy by default where required.

No method of electronic transmission or storage is completely secure.

Neither party guarantees absolute security.

32. Personal-data incidents

If the Publisher becomes aware of an actual or reasonably suspected personal-data breach affecting data connected with Atlas5, it must:

• Notify Atlas5 without undue delay and, where reasonably possible, within 24 hours;
• Take immediate steps to contain and investigate the incident;
• Preserve relevant evidence;
• Cooperate with Atlas5; and
• Provide available information reasonably required for legal, security or regulatory response.

Where reasonably possible, the Publisher will provide within 48 hours:

• The nature of the incident;
• Affected data categories;
• Approximate number of affected individuals and records;
• Known or likely consequences;
• Investigation status;
• Containment measures;
• Corrective actions; and
• Steps to prevent recurrence.

Where complete information is unavailable, the Publisher may provide it in phases and must give regular updates.

Neither party will make a public statement naming the other party in connection with an incident without prior consultation, unless disclosure is legally required.

33. Data-subject requests

Where the Publisher receives a request or complaint relating to data processed through Atlas5, it must:

• Record the request;
• Respond in accordance with applicable law;
• Notify Atlas5 promptly where Atlas5 assistance is required;
• Provide enough information for Atlas5 to locate relevant data;
• Avoid disclosing Atlas5 Confidential Information unnecessarily; and
• Cooperate in good faith.

Where Atlas5 acts as a processor for the relevant data, the Publisher remains responsible for determining how to respond to the request.

Each party will bear its own reasonable costs unless otherwise agreed or required by law.

34. Audits and compliance information

Where required by Applicable Data Protection Law or an applicable Data Processing Addendum, the Publisher will provide information reasonably necessary to demonstrate compliance.

Atlas5 may conduct or commission a reasonable audit where:

• A material compliance concern exists;
• A security incident has occurred;
• Required by an Advertiser or regulator;
• Required under a Data Processing Addendum; or
• The Publisher has repeatedly failed to provide compliance information.

Audits must:

• Be limited to relevant systems and practices;
• Protect Confidential Information;
• Avoid unreasonable disruption;
• Take place on reasonable notice unless an urgent issue exists; and
• Be subject to appropriate confidentiality restrictions.

The Publisher is responsible for the cost of an audit where the audit identifies a material breach by the Publisher.

35. International data transfers

Each party is responsible for ensuring that any international transfer of personal data complies with Applicable Data Protection Law.

Where required, the parties will use a valid transfer mechanism, which may include:

• Adequacy decisions;
• Standard contractual clauses;
• Approved contractual safeguards;
• Data-transfer agreements; or
• Another lawful transfer mechanism.

The Publisher must not transfer personal data to Atlas5 where doing so would violate applicable law.

36. Data retention and deletion

Each party will retain personal data only for as long as reasonably necessary for:

• Providing the services;
• Payment and reconciliation;
• Fraud prevention;
• Security;
• Legal compliance;
• Tax and accounting;
• Audit;
• Dispute resolution; and
• Legitimate record-keeping.

After termination, Atlas5 may delete or anonymise Publisher Data, subject to lawful retention requirements.

Where Atlas5 processes personal data solely on behalf of the Publisher, Atlas5 will return or delete that data as required by the applicable Data Processing Addendum, unless retention is required by law.

Atlas5 may retain Aggregated Data that does not reasonably identify the Publisher or an individual.

37. Device storage and similar technologies

Atlas5 technology may store or access limited information on a User’s device where required to provide, secure, measure or operate the services.

Such technologies may include:

• Cookies;
• Local storage;
• Mobile or connected-device identifiers;
• SDK-generated identifiers;
• Tags; and
• Similar technologies.

The Publisher must ensure that its privacy notice and consent mechanism accurately describe the Atlas5 technologies used in the Publisher’s implementation.

Applicable disclosures may include:

• Categories of information stored or accessed;
• Relevant purposes;
• Retention periods;
• Third-party involvement;
• Legal basis; and
• Methods for withdrawing consent or exercising privacy rights.

38. Legitimate interests

Where Atlas5 relies on legitimate interests under applicable law, those interests may include:

• Securing the Atlas5 Platform;
• Preventing fraud and Invalid Traffic;
• Detecting misuse;
• Maintaining service integrity;
• Diagnosing technical issues;
• Improving compatibility and stability;
• Supporting business operations; and
• Protecting Atlas5, Advertisers, Publishers and Users.

Atlas5 will rely on legitimate interests only where permitted by law and where those interests are not overridden by the rights and freedoms of affected individuals.

Legitimate interests will not replace consent where consent is legally required, including for certain storage or access on a User’s device.

39. Child-directed inventory and sensitive data

The Publisher must not submit child-directed inventory to Atlas5 unless:

• Atlas5 has approved it in writing;
• The inventory is clearly identified;
• All legally required parental consent or safeguards are in place; and
• The implementation follows Atlas5’s specific instructions.

The Publisher must not transmit:

• Health information;
• Biometric data;
• Precise location data;
• Financial-account credentials;
• Government identifiers;
• Sexual-orientation information;
• Political or religious profiling data;
• Data revealing racial or ethnic origin;
• Information about children; or
• Other sensitive or special-category personal data,

unless Atlas5 has expressly approved the data and its use in writing and the processing is lawful.

40. Intellectual property

Atlas5 and its licensors retain all rights in:

• The Atlas5 Platform;
• Software;
• APIs;
• SDKs;
• Tags;
• Documentation;
• Reporting systems;
• Trademarks;
• Technology; and
• Related intellectual property.

The Publisher retains ownership of its Publisher Properties, content, trademarks and Publisher Data.

The Publisher grants Atlas5 a limited, non-exclusive right during the Agreement to:

• Access approved Publisher Properties;
• Process Supply Inventory;
• Display Ads;
• Use necessary Publisher identifiers and metadata;
• Measure and report performance;
• Promote the relationship as permitted under Section 23; and
• Perform the services.

No other rights are transferred.

41. Indemnification

41.1 By the Publisher

The Publisher will defend, indemnify and hold harmless Atlas5, its Affiliates, Advertisers, demand partners and their Representatives against Third-Party claims, damages, liabilities, costs and reasonable legal fees arising from:

• The Publisher Properties;
• Publisher content;
• Supply Inventory;
• Fraudulent Activity or Invalid Traffic;
• Lack of authority over inventory;
• Misrepresentation of inventory;
• Breach of privacy or data-protection obligations;
• Violation of applicable law;
• Infringement of intellectual-property, privacy or other Third-Party rights;
• Unauthorised code or integrations;
• A security incident caused by the Publisher; or
• The Publisher’s material breach of the Agreement.

41.2 By Atlas5

Atlas5 will defend and indemnify the Publisher against Third-Party claims arising directly from:

• Atlas5’s material breach of its representations;
• Atlas5 technology infringing a Third Party’s intellectual-property rights; or
• Atlas5’s unlawful processing of personal data where Atlas5 independently determines the means and purposes of that processing.

Atlas5 will not be responsible to the extent a claim results from:

• Publisher content;
• Publisher instructions;
• Publisher modifications;
• Unapproved use;
• Third-Party technology selected by the Publisher; or
• Use of Atlas5 outside the Agreement.

41.3 Procedure

The indemnified party must provide prompt notice of a claim.

A delay will reduce the indemnifying party’s obligation only to the extent the delay materially prejudices the defence.

The indemnifying party will control the defence and settlement.

It may not agree to a settlement that imposes liability, payment or a material obligation on the indemnified party without prior written consent.

The indemnified party will provide reasonable cooperation at the indemnifying party’s expense.

42. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for:

• Indirect damages;
• Consequential damages;
• Incidental damages;
• Punitive damages;
• Special damages;
• Loss of profit;
• Loss of revenue;
• Loss of opportunity;
• Loss of goodwill; or
• Loss of data.

This exclusion applies even where the party was advised that such loss was possible.

The exclusions do not apply to:

• Payment obligations;
• Fraud;
• Intentional misconduct;
• Confidentiality breaches;
• Data-protection obligations;
• Intellectual-property infringement; or
• Indemnification obligations.

43. Force majeure

Neither party will be liable for delay or failure caused by circumstances beyond its reasonable control.

Such circumstances may include:

• Natural disasters;
• Fire or flood;
• War or civil unrest;
• Terrorism;
• Pandemic;
• Labour disputes;
• Government action;
• Telecommunications failure;
• Internet or network failure;
• Electrical outage;
• Cyberattack;
• Vandalism;
• Failure of a critical Third-Party provider; or
• Another event the affected party could not reasonably prevent.

The affected party will:

• Notify the other party where reasonably practical;
• Use commercially reasonable efforts to reduce the impact; and
• Resume performance as soon as reasonably possible.

Force majeure does not excuse payment obligations for services already delivered.

44. Notices

The parties agree that notices and other communications may be delivered electronically.

Operational notices may be sent through:

• Email;
• The Dashboard;
• Account notifications; or
• Another commercially reasonable electronic method.

Formal legal notices must be sent to the contact details stated in the applicable Order, with a copy to the relevant legal contact where identified.

Electronic notices will be treated as received when sent, provided no delivery failure is received.

45. Key contacts

Each party will appoint appropriate operational contacts.

The contacts will cooperate on:

• Implementation;
• Reporting;
• Payments;
• Policy compliance;
• Privacy;
• Security;
• Technical issues; and
• Other matters relating to the Agreement.

A change of contact does not require an amendment to the Agreement but must be communicated promptly.

46. Assignment

Neither party may assign the Agreement without the other party’s prior written consent, except that Atlas5 may assign it:

• To an Affiliate;
• As part of a merger or corporate reorganisation;
• In connection with a sale of substantially all relevant assets; or
• To a successor to the relevant business.

Any attempted assignment that does not comply with this section is void.

The Agreement binds and benefits the parties and their permitted successors and assigns.

47. Entire agreement

The Agreement constitutes the entire agreement between the parties concerning its subject matter.

It replaces previous discussions, proposals, representations, insertion orders and agreements relating to the same subject matter, unless the parties expressly agree otherwise in writing.

An Order may be executed electronically and in counterparts.

Each counterpart will be treated as an original, and together they form one agreement.

48. Amendments

A modification to an accepted Order must be agreed in writing by both parties.

Atlas5 may update these website Terms from time to time.

An update will apply to future Orders and continued platform use after the effective date of the update.

An update will not retroactively change fixed commercial terms in an existing signed Order unless the parties agree in writing.

49. Severability and waiver

If a provision of the Agreement is found unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will continue in effect.

A failure to enforce a provision is not a waiver of that provision or any other right.

All rights and remedies are cumulative.

50. Governing law and disputes

Unless an applicable Order states otherwise, each party consents to the exclusive jurisdiction identified in this section for disputes arising from the Agreement.

51. Survival

Provisions that by their nature should continue after termination will survive.

These include provisions concerning:

• Accrued payment rights;
• Revenue adjustments;
• Fraud investigations;
• Confidentiality;
• Privacy and data protection;
• Intellectual property;
• Indemnification;
• Limitation of liability;
• Governing law; and
• Dispute resolution.

52. Contact

Questions about these Publisher Terms may be sent to the Publisher’s Atlas5 account contact or through the contact form available on the Atlas5 website.

Privacy or data-protection questions may be sent to: [email protected]