Reader Revenue Manager Terms of Service (“Agreement”)

To use Reader Revenue Manager, you must accept these Reader Revenue Manager Terms of Service (“Agreement”). This Agreement forms a legally binding contract between You and Google LLC, a Delaware limited liability company with principal place of business at 1600 Amphitheatre Parkway, Mountain View, CA 94043, United States (“Google”) in relation to your use of Reader Revenue Manager.

If You are accepting this Agreement on behalf of an entity or organization, then the following apply: (a) do not sign unless you are authorized by that entity or organization to do so; and (b) you represent and warrant that: (i) You have full legal authority to bind that entity or organization to this Agreement; (ii) You have read and understand this Agreement; and (iii) You and your entity or organization agree to this Agreement. If you don’t have the legal authority to bind your company or entity, please do not accept this Agreement.

1. Definitions.
   • “Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with, a party.
   • “Brand Elements” means trade names, trademarks, logos, domain names and other distinctive brand elements.
   • “End User” means an individual that subscribes to Your content through Reader Revenue Manager.
   • “Subscription” means an authorization facilitated through Reader Revenue Manager and granted by You to an End User to access, view, interact with, and use Your content.
   • “Feedback” means specific suggestions, comments or feedback provided to Google by You during the Term relating to Google products, services, or materials, if any.
   • “including” means including, but not limited to.
   • “Reader Revenue Manager” is a service provided by Google to process transactions and recognize subscriptions to content across platforms.
   • “Payment Processor” means Google’s third-party payment processor authorized to remit payments to Publishers in connection with Reader Revenue Manager.
   • “Price” means the price You establish for the sale of Subscriptions to End Users.
   • “Program Policies” means the Reader Revenue Manager program policies available at https://support.google.com/news/publisher-center/answer/10693175?hl=en&ref_topic=10694181, as updated.
   • “Publisher” or “You” means the entity or person agreeing to these Terms.
2. Reader Revenue Manager.
   1. Overview. Reader Revenue Manager is a platform designed to help publishers drive conversions and engage existing subscribers across Google and the web. Before using Reader Revenue Manager, You will complete any implementation requirements described in the Program Policies. While using Reader Revenue Manager, You will follow the Program Policies and You will use Reader Revenue Manager only for purposes that are permitted by this Agreement, the Program Policies, and any applicable law. To the extent this Agreement conflicts with Program Policies, this Agreement will govern.
   2. Business Model. Google will act as undisclosed agent of Publisher under this Agreement.
   3. Feedback. You are not obligated to provide Google with Feedback. For any Feedback You provide, You grant to Google a non-exclusive, worldwide, perpetual (or for the maximum time allowed by applicable law), irrevocable, sublicensable right to use and disclose Feedback in any manner Google chooses, and to display, perform, copy, make, have made, use, sell, offer to sell, import, and otherwise dispose of Google’s and its sublicenseeʼs products embodying the Feedback in any manner and media Google chooses, without reference to the source. Any improvements or developments made by or on behalf of Google that derive from Feedback are owned by Google.
   4. Confidentiality.
      1. Definition. “Confidential Information” means information that one party (or an affiliate) discloses to the other party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Reader Revenue Manager (including its existence) and Your Feedback are Google’s Confidential Information.
      2. Obligations. The recipient will not disclose the other party’s Confidential Information, except to employees, affiliates, agents, or professional advisors (“Delegates”) who need to know it and who have a legal obligation to keep it confidential. The recipient will use the other party’s Confidential Information only to exercise rights and fulfill obligations under this Agreement. The recipient will ensure that its Delegates are also subject to the same non-disclosure and use obligations. The recipient may disclose Confidential Information when required by law after giving reasonable notice to the other party, if permitted by law.
3. Payments.
   1. Merchant of Record. Google is the merchant of record for Subscriptions sold through Reader Revenue Manager. You grant Google a non-exclusive, sublicensable license to Your content to the extent necessary to operate Reader Revenue Manager, including to sell Subscriptions.
   2. Payment Terms. Subject to Section 4 (Repayments, Deductions, and Taxes), Google will transfer to You the payments made by End Users for Subscriptions within 60 days after the end of any calendar month in which the payment is received. Google may use Google Payments (in which case, You agree to Exhibit A (Google Payments Terms)) to make payments to You in currencies determined by Google from time to time. Google may display Prices to End Users in their local currency, and if applicable, Google will make payments to You based on the then-current exchange rates adopted by Google.
   3. Refunds. You authorize Google to give End Users a full refund if: (A) an End User purchases a faulty Subscription or a Subscription that does not match the description provided in Reader Revenue Manager; or (B) the End User requesting the refund is in the European Union or Brazil. For all other refunds, You will provide refunds to End Users in accordance with the Program Policies.
4. Repayments, Deductions, and Taxes.
   1. Exceptions and Repayments. Payments will be calculated solely based on Google’s accounting. You acknowledge and agree that you are only entitled to payment for Subscriptions for which Google has been paid. When a Subscription is sold, if (for any reason) Google does not receive payment from an End User or credits such payment back to an End User, You are not entitled to be paid for that Subscription. You are liable to Google and responsible to refund or repay to Google: (a) any payment made by Google under this Agreement which has been paid, but is later subject to return, rejection, or adjustment for any reason; (b) any costs associated with the returned, rejected, or adjusted payment; and (c) any payments made in error for any reason (together (a), (b), and (c) are the “Publisher Repayments”). You authorize Google, in its sole discretion, to withhold or offset any amounts owed by Google to You against the amount of any Publisher Repayments.
   2. Service Fee. “Service Fee” means the fee for the agency services provided by Google through Reader Revenue Manager. You will pay a Service Fee equivalent to 5% of the Price. Google will deduct the Service Fee from payments remitted to You for the sale of Subscriptions. If Reader Revenue Manager becomes available for non web-based transactions (such as on a mobile app or other platform), a different Service Fee may apply and Google will provide you with advance notice in accordance with Section 11 (Changes to the Agreement).
   3. Taxes. Google will determine and pay any applicable transaction Taxes (including sales, value-added, goods and services, and similar Taxes) for sales completed through Reader Revenue Manager. All Taxes will be deducted from earnings remitted to You under Section 3 (Payments). “Tax(es)” means all government-imposed financial obligations (including taxes, duties, and withholdings), except those based on net income, net worth, asset value, property value, or employment.
   4. Withholding Taxes. If Google and its Affiliates determine they are required to withhold any taxes (“Withholding Taxes“), Google will deduct an amount equal to such Withholding Taxes from the amount Google remits to You. Withholding Taxes include withholding tax obligations on cross-border payments or imposed by telecommunications taxes. You will provide, as soon as reasonably practicable, any tax documentation or certification requested by Google.
5. Brand Elements.
   1. License to Publisher Brand Elements. You grant to Google and its Affiliates a limited non-exclusive and non-sublicensable license, for as long as You uses Reader Revenue Manager, to display Publisher Brand Elements in connection with the sale and promotion of Subscriptions, or as otherwise required for Google to fulfill its obligations under this Agreement.
   2. No Other Rights. Except as expressly stated in this Agreement, this Agreement does not grant either party any express or implied rights to the other’s intellectual property rights.
6. Data and Privacy.
   1. End User Data.
      1. “End User Data” means certain data about an End User including the full name, email address or unique identifier.
      2. Subject to subsection (c), if Google provides You with End User Data (e.g., when an End User purchases a Subscription), You and Google agree to the Google Controller-Controller Data Protection Terms at https://business.safety.google/gdprcontrollerterms (as updated). The Google API Services User Data Policy applies to any End User Data that Google provides under this Section 6.1(b) (in addition to any Google user data that you request access to in connection with Reader Revenue Manager).
      3. If Google processes End User Data for the purpose of metering access to Your content and if that End User Data is anonymous and cannot be used to identify an End User, (1) You and Google agree to the Data Processing Addendum at https://business.safety.google/gdprprocessorterms/ (as updated) and (2) Google will automatically delete End User Data processed under this subsection (c) after 55 days.
   2. Privacy Policy and Permitted Uses. You will:
      1. provide End Users with a link to Your most current privacy policy or privacy notice;
      2. only use End User Data (i) for purposes of creating an account with that End User; and (ii) in a manner consistent with Your privacy policy and the consents provided to You by the End User; and
      3. comply with all applicable privacy, data security, and data protection laws, directives, regulations, and rules. You will not condition an End User’s access to content purchased through Reader Revenue Manager on the End User consenting or providing information that is not required by applicable law.
   3. No Marketing. You will not identify or name any individual as a user of Reader Revenue Manager or a user of Google services in (a) Your marketing materials or solicitations or (b) in any End User Data that You share with third parties.
   4. Withdrawal of Consent. If an End User contacts You to withdraw their consent for You to send marketing information to them, You will immediately cease sending such marketing information.
7. Term and Termination.
   1. Term. This Agreement becomes effective when You accept it online and continues until terminated.
   2. Termination. Either party may terminate this Agreement effective immediately on written notice.
   3. Effects of Termination. Upon termination or expiration of this Agreement:
      1. You will cease Your use of Reader Revenue Manager and any materials provided to you by Google, including End User Data.
      2. subject to Section 3.2 (Payment Terms) and 4 (Exceptions and Repayments), Google will transfer to You all unpaid payments made by End Users for Subscriptions through the date of termination; and
      3. all provisions that under their terms or by implication ought to survive will survive, including Section 2.2 (Feedback), 2.3 (Confidentiality), 6 (Data and Privacy), 7 (Term and Termination), 8 (Representations and Warranties), 9 (Liabilities), 10 (Indemnities), 12 (General).
8. Representations and Warranties. To the maximum extent permitted by law:
   1. By Both Parties. Each party represents and warrants to the other that it will use reasonable care and skill in complying with its obligations under this Agreement.
   2. By You. You represent and warrant that:
      1. You have and will retain all necessary rights to grant the license in Section 2.4 (Feedback) and 5.1 (License to Publisher Brand Elements); and
      2. as the principal to the transaction with the End User, You are solely responsible for compliance worldwide with all applicable laws and other obligations.
   3. Acknowledgement. Subject to Section 8.1 (By Both Parties), you acknowledge that Reader Revenue Manager is a beta version not sufficiently tested by Google for general commercial release and therefore may contain material bugs and errors. Google and its suppliers disclaim all implied representations, warranties, conditions and guarantees, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
   4. Disclaimers. To the maximum extent permitted by applicable law:
      1. Google provides Reader Revenue Manager and other materials under this agreement “as is” without any representations or warranties of any kind;
      2. Your use of Reader Revenue Manager and any material downloaded or otherwise obtained through the use of Reader Revenue Manager is at your own discretion and risk and you are solely responsible for any damage to your computer system or other device or loss of data that results from such use; and
      3. Subject to Section 9 (Liabilities), the parties disclaim all other representations and warranties (express or implied), including any warranties of merchantability, satisfactory quality, conformance with description, content accuracy, error-free operation, non-infringement, and fitness for purpose.
9. Liabilities. To the maximum extent permitted by law, you understand and expressly agree that Google, its subsidiaries and Affiliates, and its licensors will not be liable to you under any theory of liability for any indirect, incidental, special, consequential, or exemplary damages that may be incurred by you, including any loss of data, whether or not Google or its representatives have been advised of or should have been aware of the possibility of any such losses arising.
10. Indemnities. You will defend Google and its Affiliates (and the applicable Payment Processor and its Affiliates) and indemnify them against (a) settlement amounts approved by the indemnifying party and (b) damages and costs awarded in a final judgment against the indemnified part(ies) by a competent court, in any third-party legal proceeding to the extent arising from: (i) a claim that Your Feedback infringes or violates the third party’s intellectual property rights or other rights; (ii) Your breach of this Agreement; or (iii) Your violation of applicable laws.
11. Changes to the Agreement. Where required by law, Google will provide You with notice of changes to this Agreement at least 30 days before the changes apply. This notice will include the new or modified terms (and how they read formerly) and the date on which the changes will become effective. If the changes increase Your obligations under this Agreement or reduce Google’s, then You may refuse the changes and terminate this Agreement, without cost, by providing Google with notice no later than 30 days after the changes become effective. Your continued use of Reader Revenue Manager following such notice period will indicate Your acceptance of the updated Agreement.
12. General.
    1. Notices. All notices must be in English and in writing. Notices of breach or termination must be addressed to the other party’s Legal Department. The address for notices to Google’s Legal Department is legal-notices@google.com. All other notices must be addressed to the other party’s primary contact. Emails are written notices. Notice will be treated as given on receipt, as confirmed by written or electronic records.
    2. Assignment. Neither party may assign any part of this Agreement without the written consent of the other, except to an affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) the assigning party has notified the other party of the assignment; and (c) the assigning party remains liable for obligations under this Agreement if the assignee defaults on them. Any other attempt to assign is void.
    3. Change of Control. During the Agreement’s term, if a party experiences a change of control (for example, through a stock purchase or sale, merger, or other corporate transaction): (a) that party will give written notice to the other party within 30 days after the change of control; and (b) the other party may immediately terminate this Agreement any time between the change of control and 30 days after it receives that written notice.
    4. Subcontracting. Publisher may not subcontract any of its obligations under this Agreement without Google’s prior written consent. Publisher will remain liable for all subcontracted obligations and all of its subcontractors’ acts or omissions.
    5. Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
    6. No Waiver. A party’s delay or omission in exercising any right under this Agreement will not be treated as a waiver of that right.
    7. Independent Contractors; No Agency. The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, or employment relationship.
    8. No Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement unless the Agreement expressly states that there are. Google Affiliates and the applicable Payment Processors are third-party beneficiaries to the extent this Agreement expressly grants them benefits under Section 10 (Indemnities). The parties can amend, rescind, or terminate this Agreement without any third-party beneficiary’s consent.
    9. Entire Agreement. This Agreement and the Program Policies state all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, the parties have relied solely on the express statements in this Agreement. Neither party has relied on, and neither party will have any right or remedy based on, any other statement, representation, or warranty (whether made negligently or innocently).
    10. Severability. If any part of this Agreement is invalid, illegal, or unenforceable, the rest of this Agreement will remain in effect.
    11. Conflicting Languages. To the extent any translated version of this Agreement is inconsistent with the English version, the English version will govern.
    12. Governing Law. CALIFORNIA LAW WILL GOVERN ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY RELATED GOOGLE PRODUCTS OR SERVICES, REGARDLESS OF ANY CONFLICT OF LAWS RULES. THESE DISPUTES WILL BE RESOLVED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA, AND THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

EXHIBIT A

Google Payments Terms

Google has requested Google Payments on behalf of Google and other Google Group Companies to make: (i) certain disbursements to Publisher’s designated bank account of funds owed to Publisher by Google or a Google Group Company (“Google Provider Payments”); and (ii) available certain information to Publisher regarding those disbursements.

Publisher acknowledges that, in processing Google Provider Payments, Google Payments is acting as a service provider for and on behalf of Google or other Google Group Company for the sole purpose of providing Publisher certain information and disbursing payments to Publisher’s designated bank account on behalf of Google or other Google Group Company. Nothing in this Exhibit imposes any obligations on Google Payments.

RELATION TO GOOGLE PAYMENTS TERMS

Publisher agrees that Google Payments on behalf of Google Group Companies may process Google Provider Payments and show those scheduled Google Provider Payments in the account record of a Google Payments Account that is used for other purposes, such as purchase transactions. Publisher agrees that the processing of Google Provider Payments by Google Payments is not subject to the Google Payments standard seller or buyer terms of service.

REQUIREMENTS AND OPERATION OF PROCESSING GOOGLE PROVIDER PAYMENTS

To receive payments from a Google Group Company Publisher will:

1. maintain a merchant account with Google Payments (“Google Payments Account”);
2. register a bank account in the country in which Publisher is located and if the Publisher wishes to be paid in a specific currency and the Google Group Companies agree to pay Publisher in that currency, a bank account in a country approved by Google Payments that uses that currency;
3. provide identifying and financial information regarding Publisher’s designated bank account to Google, Google Payments or other Google Group Company as requested by Google, Google Payments and/or other Google Group Company from time to time; and
4. provide all information and take all actions required by Google Payments acting on behalf of Google or other Google Group Company or by the Publisher’s bank in order to facilitate Google Provider Payments.

A Google Group Company may show in the Google Payments Account records of the amount of funds scheduled for payment by a Google Group Company to Publisher on a future scheduled payment date. These amounts are shown to Publisher in the Google Payments Account record for convenience and informational purposes only. The amounts of Google Provider Payments shown in the Google Payments Account record are not owned by Publisher and are not owed to, or payable to, Publisher by Google Payments. These scheduled payments are subject to change and cancellation by any Google Group Company. No debtor/creditor relationship is established between Publisher and Google Payments in connection with the Publisher Payment amounts shown in the Google Payments Account record. Google will ensure that Google Payments follows the instructions of Google and any other Google Group Company in arranging for a payment of a Google Provider Payment to Publisher’s designated bank account, in connection with a Google Provider Payment, regardless of the amounts shown in the Google Payments Account record.

PUBLISHER PAYMENT AUTHORISATION & GOOGLE RIGHTS OF SET OFF AND NETTING

Payment Authorisation: Publisher hereby expressly authorises each Google Group Company that is involved in or assists in provision of services to Publisher to initiate through an electronic network or otherwise, with or without prior notice to Publisher credits to Publisher’s designated bank account to pay funds owed by Google or other Google Group Company to the Publisher, in accordance with Google’s settlement schedule and/or when payments are otherwise due to Publisher under the terms of the Google services in which Publisher participates (“Payment Authorisation”).