1.1 "Advertisements" means all the advertising content generated by Vadr's servers and fetched from Vadr’s partner servers in response to a query from Publisher's servers in a given month during the Term of this Agreement. Except as expressly noted in the "Implementation" section of Exhibit A, Advertisements shall consist of one or more of the following: graphics, textual, video, native, interstitial and other formats and may be paid for by advertisers based on cost per click (CPC), cost per thousand impressions (CPM), and/or cost per action or acquisition (CPA).
1.2 "Confidential Information" means any and all information, whether provided in writing, orally, visually, electronically or by other means, related to the products, services and/or business of a party and is treated as confidential or secret by the party (that is, it is the subject of efforts by the disclosing party that are reasonable under the circumstances to maintain its secrecy) including, but not limited to, the terms and conditions of this Agreement. Confidential Information for the purposes of this Agreement shall include information, which has been disclosed to the disclosing party by a third party and which the disclosing party is obligated to treat as confidential or secret. Notwithstanding the foregoing, "Confidential Information" shall not include information: (a) already lawfully known to or independently developed by the receiving party as evidenced by its written records, (b) disclosed in published materials without breach of any confidentiality obligations, (c) generally known to the public, or (d) lawfully obtained from any third party without any obligation of confidentiality.
1.3 "End User" means visitors to the website(s) or application(s) or any virtual reality content(s) that comprise Publisher's Network.
1.4 "Intellectual Property Right(s)" means present or future patent rights, copyrights, moral rights, trade secrets, know-how, trademarks, trade names, logos, service marks, and any other intellectual property right recognized in any country or jurisdiction of the world (including any registration or application for any of the foregoing).
1.5 "Publisher's Network" means (a) the website(s) or application(s) or virtual reality content(s) owned/ operated or contracted by Publisher, and (b) the websites or applications that are added or removed from the Publisher Network during the Term.
1.6 "Publisher's Online Account" means an online account created for Publisher by Vadr for tracking reports and performance.2. Services.
2.1 Services. Vadr shall provide advertising Services to Publisher where such Services have been further defined in Section 4.1 (b).
2.2 Point of Contact. Both Vadr and Publisher shall appoint respective relationship managers (RM) acting as single points of contact for any business relating to the Agreement for each such party.
2.3 License. Subject to Publisher's compliance with the terms and conditions of this Agreement, Vadr grants Publisher a limited, non-exclusive, non-transferable right to use, publicly perform and display, reproduce, and distribute the Advertisements, in electronic form only, for the sole purpose of displaying the Advertisements to End Users on Publisher's Network. Publisher will have no right to use, perform, display or reproduce the Advertisements for any other purpose. Further, Vadr grants a limited license to Publisher to integrate and use Vadr's software development kit ("SDK") solely for the purposes of, and in accordance with, the terms of this Agreement.
There are no implied licenses under this Agreement, and any rights not expressly granted to Publisher hereunder are reserved by Vadr. Publisher shall not make any use of the Advertisements provided by Vadr except as expressly permitted herein.
2.4 Trademark License. Subject to Publisher's compliance with the terms of this Agreement, Vadr hereby grants to Publisher a non-exclusive, non-transferable license to use Vadr trademarks in connection with Publisher's distribution and promotion of the Advertisements on the Publisher's Network.Publisher's use will be in accordance with applicable law and Vadr's guidelines regarding advertising and trademark usage as established from time to time.Except as specified herein, Publisher will have no right to use, reproduce or allow others to use or reproduce any Vadr trademarks. Any goodwill in the hVadr trademarks that results from Publisher's use of such trademarks will inure to the benefit of Vadr.
2.5 Adding Websites or Applications to Publisher Network. Vadr shall retain absolute authority to reject any website or application forming thePublisher Network at any time for any reason, effective upon written notice to Publisher. For the avoidance of doubt, Vadr shall have no obligation to make any payments to Publisher hereunder in connection with Advertisements distributed on any unauthorized website(s) or application(s) from the date of such rejection notice, even if Vadr collects revenue from such Advertisements.
Advertisements . Publisher shall ensure with respect to the Advertisements in the format received by Vadr in accordance with the terms and conditions herein (including Exhibit A), Publisher shall not do the following:
a. Re-order, modify, edit, obscure or truncate in any way the Advertisements, including without limitation, the Advertisements' content, graphics, format, audio, video, sequence, or any other aspect of the Advertisements, without intimating Vadr in advance;
b. Share or disclose any Advertisements on any part of Publisher Network that may be considered to contain any hate-related, violent or otherwise offensive content or contain any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights or which are reasonably likely to subject Vadr or its advertisers to negative publicity; or
c. Remove or change any tracking codes or beacons included in the request for the Advertisements, which is deployed by Vadr and/or its partners in its implementation thereof.
3.1 Fraudulent Activity. Publisher shall not, and shall not authorize or encourage any third party to: (a) generate impressions of or clicks on any Advertisement through any automated, deceptive, fraudulent or other invalid means, including but not limited to repeated manual clicks and automated query tools; (b) encourage users to click on Advertisements through incentives or place statements near any Advertisement that encourages users to click on the Advertisement (e.g., "Please click here") or to visit the third-party advertiser (e.g., "Please visit our sponsor"); (c) in any way minimize or obstruct the display of any Advertisements, or edit, modify, filter or change the order of the information contained in any Advertisements; (d) attempt to edit the website tags, source codes, links, pixels, modules, software development kits or other data provided by Vadr and its partners; or reverse engineer, decompile or disassemble any software components of the advertising services provided by Vadr.
3.2 Additional Restrictions. Publisher may not (a) inhibit the full and complete display of any third-party website accessed through an Advertisement, on a web page ("Advertiser Page") including redirect a user away from any Advertiser Page, provide a version of the Advertiser Page that is different from the page a user would access by going directly to the Advertiser Page, intersperse any content between the Advertisement and the Advertiser Page, or otherwise provide anything other than a direct link from an Advertisement to an Advertiser Page; (b) on any Site with an Advertisement, knowingly display content that is pornographic, hate-related, violent in content, libelous or otherwise illegal; (c) directly or indirectly access, launch, or activate Advertisements through or from, or otherwise incorporate the Advertisements in, any email or third-party software application, download, website, or means other than the sites comprising Publisher Network; (d) "crawl", "spider", index or in any non-transitory manner store or cache information obtained from any Advertisement, or any part, copy, or derivative thereto; (e) knowingly disseminate malware; or (f) publish Advertisements in violation of any specific Advertiser requirements to the extent communicated by Vadr in advance. Publisher acknowledges that any of the foregoing shall be considered a material breach of this Agreement.4. Obligations of the Parties
4.1 Vadr's Obligations. Subject to Publisher's compliance with the terms of this Agreement:
a. Vadr shall be responsible for all support and maintenance services for the Advertisements.
b. Vadr shall deliver the Advertisements in response to requests from Publisher's servers ("Services") through Vadr's SDK, servers, via the SDK or API integration, in accordance with the technical implementation specifications set forth, which Vadr may modify from time to time; provided, however, that Vadr shall have the right, in its sole discretion, to refrain from delivering any Advertisement requested to be delivered.
4.2 Publisher's Obligations.
a. Publisher shall be responsible for all End User support and maintenance services for Publisher's Network.
b. Publisher shall be responsible for periodically reviewing its account information to ensure that it is satisfied with the Advertisement services provided by Vadr hereunder; Publisher will provide feedback and input into any changes it would like to make to such services.
5.1 Amount and Type of Payment. Subject to the terms and conditions of this Agreement, Vadr will pay Publisher the applicable amounts set forth under Exhibit B.
5.2 Payment and Reporting Terms. Payment of all amounts hereunder will be in USD.
5.2.1 Payments shall be made within 30 days from the receipt of invoice. Both parties agree to include Vadr's in-house reporting tool that shall be used for monthly calculations for the payment of such amounts unless more than a 5% margin error or problem is detected by Vadr and Publisher.
5.2.2 Vadr shall send monthly report to Publisher, upon which Publisher shall raise a valid invoice and submit the same to Vadr.
5.3 Right to Withhold Payment. Vadr reserves the right to discontinue/suspend service, withhold payment at anytime, and/or terminate this Agreement (Vadr shall reasonably endeavor to provide a prior notice of fifteen  days for any such termination), without liability to Publisher, if Vadr reasonably suspects that any of the following have occurred on Publisher Network: (i) any of the activities specified in Section 2.5, 2.7 or 2.8 above, (ii) any form of fraud or illegal practices, or (iii) any type of activity, text, image, or use that may violate applicable law or is reasonably likely to have a negative commercial impact on Vadr, its advertisers or business partners. Without limitation of the foregoing, Vadr may, at its sole discretion, credit back to advertisers or its partners and/or offset against future payments to Publisher any payments, which it subsequently determines accrued as a result of fraudulent or illegal activity.6. Ownership of Intellectual Property
6.1 Publisher Ownership. Notwithstanding any other provision within this Agreement to the contrary, Publisher retains ownership of all right, title and interest to any and all Intellectual Property Rights, developed, owned or created by Publisher without access to or use of any Intellectual Property Right of Vadr and/or any of Vadr’s service providers, in Publisher website(s) ("Publisher Rights"). Except for the licenses set forth in this Agreement, nothing in this Agreement grants to Vadr any rights to any of the foregoing.
6.2 Vadr Ownership. Notwithstanding any other provision within this Agreement to the contrary, Vadr retains ownership of all right, title and interest to any and all Intellectual Property Rights developed, owned, created or licensed by Vadr without access to or use of any Intellectual Property Rights of Publisher, including the SDK, any licensed software/application/tool, Advertisements, any customer lists, improvements, enhancements or modifications thereto made by Vadr or any third party Service provider(“Vadr Rights"). To the extent such material is in Publisher's possession or control, Publisher will take all reasonable and necessary measures to protect the Vadr Rights. Except for the licenses set forth in this Agreement, nothing in this Agreement grants to Publisher any rights to any of the foregoing.
6.3 In no event shall Publisher disassemble, decompile, or reverse engineer the SDK or any other Vadr Rights, or permit others to do so. Disassembling, decompiling and reverse engineering include, without limitation: (i) converting the Vadr Rights from a machine-readable form into a human-readable form; (ii) disassembling or decompiling the Vadr Rights by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (iii) examining the machine-readable object code that controls the Vadr's Rights' operation and creating the original source code or any approximation thereof by, for example, studying the Vadr Rights' behavior in response to a variety of inputs; or (iv) performing any other activity related to the Vadr Rights that could be construed to be reverse engineering, disassembling, or decompiling.7. Confidentiality
7.1 Confidential Information. Each party acknowledges that Confidential Information under its control may be disclosed to the other party during the performance of this Agreement. Each party agrees that it shall use the other's Confidential Information solely for purposes of performing its obligations under the Agreement and to take reasonable steps, which shall include, at a minimum, the steps it takes to protect its own Confidential Information, to prevent the duplication or disclosure of the other's Confidential Information, other than by or to its employees, Affiliates or agents who must have access to the Confidential Information to perform such party's obligations hereunder. Publisher also acknowledges that Vadr may need to share Publisher information including Confidential Information with third parties (such as its data management partners, licensors, media vendors and/or for API reporting purposes), in connection with provision of Services hereunder. Provided however, that in each such case, a Party shall ensure that the recipient employees, Affiliates, agents or third parties have each agreed to or shall each agree to be bound by confidentiality obligations no less restrictive than the terms of this Section 6. Each party agrees that it shall not be a breach of this Section 6 to disclose the other party's Confidential Information that is required to be disclosed by law, regulation or order of any governmental body or regulatory authority; provided, however, that such disclosing party must first give written notice of such required disclosure to the other party, make a reasonable effort, at the other party's sole cost and expense, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which disclosure is required and allow the disclosing party to participate in the proceeding. The confidentiality obligations set forth herein shall continue for two (2) years following termination or expiration of this Agreement with respect to Confidential Information. If the Advertisement transmission from Vadr includes any bid data or other financial information relating to the Advertisement, all such data shall be treated as Confidential Information belonging to Vadr.
7.2 Return of Confidential Information. Upon termination of this Agreement, or upon disclosing party's request, the receiving party shall promptly return or destroy all manifestations of Confidential Information of the disclosing party and so certify to the disclosing party in writing provided however that a party may retain a copy of such Information solely for archival purposes.
7.3 Remedies. Each party acknowledges that any breach of its confidentiality obligations would cause irreparable injury to other party for which monetary damages would not be an adequate remedy. Accordingly, in addition to other available remedies, in the event of such a breach, the non-breaching party shall be entitled to appropriate injunctive relief and other equitable remedies without the posting of any bond.
7.4 Confidentiality of Agreement. Each party may disclose the existence of this Agreement, but agrees that the terms and conditions of this Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms and conditions of this Agreement: (i) as required by law; (ii) as part of filings with any court or governmental entities, including without limitation national securities exchanges; (iii) to legal counsel of the parties; (iv) under the terms and conditions of a non-disclosure agreement to accountants, banks, and financing sources and their advisors; (v) in connection with the enforcement of this Agreement or rights under this Agreement; or (vi) under the terms and conditions of a non-disclosure agreement, in connection with an actual or proposed merger, acquisition, or similar transaction.
8. Representations and Warranties
8.1 Authority. Each party warrants and represents to the other that: (i) it is a corporation duly organized and validly existing under the laws of the jurisdiction above stated, with full power and authority to carry on its business as now conducted and to enter into and carry out the terms of this Agreement; (ii) it has obtained all necessary corporate and other authorizations and approvals required for the execution and delivery of this Agreement; (iii) this Agreement constitutes its legal, valid and binding agreement, enforceable against it in accordance with its terms, subject to the laws of bankruptcy and laws of general applicability relating to or affecting enforcement of creditors' rights, and judicial discretion in the application of principles of equity; and (iv) the execution, delivery and performance of this Agreement shall not conflict with or result in a breach of any other agreement to which it is a party.
8.2 Publisher Content. Publisher represents and warrants that (a) Publisher shall comply with the terms of Section 3 of this Agreement and (b) each of Publisher's Network, websites and any material displayed therein: (i) comply with all applicable laws, statutes, ordinances and regulations; (ii) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, Intellectual Property Rights, rights of publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; (iii) do not contain content that is obscene, defamatory, libelous, or slanderous, and (iv) are not hate-related in content.
8.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PARTIES HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTIES, OR WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THE ADVERTISEMENTS INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. InMobi DOES not warrant that use of the Advertisements will be uninterrupted or error free.
9. Limited Liability. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, EXCEPT IN CONNECTION WITH A PARTY'S INDEMNIFICATION OBLIGATIONS (SECTION 9) HEREUNDER AND FOR A PARTY'S WILLFUL MISCONDUCT, GROSS NEGLIGENCE AND/OR FRAUD, NEITHER PARTY SHALL BE LIABLE OR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, UNDER ANY BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE AND RELIANCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES OR ANY LOSS OF GOODWILL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. EXCEPT IN CONNECTION WITH A PARTY'S INDEMNIFICATION OBLIGATIONS (SECTION 10) HEREUNDER AND FOR A PARTY'S WILLFUL MISCONDUCT, GROSS NEGLIGENCE AND/OR FRAUD, IN NO EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY FOR ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL NET REVENUE ACTUALLY PAID BY Vadr UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE APPLICABLE CLAIM. THE LIMITATIONS OF THIS SECTION 8 SHALL APPLY EVEN IF EITHER OR BOTH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
10.1 Publisher agrees to indemnify and defend Vadr and its officers, directors, agents and employees against any and all losses, liabilities, damages and penalties, and all related costs and expenses (including reasonable attorneys' fees) based on (i) Publisher's breach or alleged breach of any representation and warranty set out under Section 8 of this Agreement, (ii) Publishers breach of its confidentiality obligations set out under this Agreement; (iii) Publisher's fraud, gross negligence or wilful misconduct.
10.2 Vadr agrees to indemnify and defend Publisher and its officers, directors and employees against any third party claims, liabilities, damages and penalties, and all related costs and expenses (including reasonable attorneys' fees) based on (i) Vadr's breach of representation and warranties set out under Section 8 of this Agreement or (ii) Vadr's breach of its any confidentiality obligations under this Agreement or (iii) caused by Vadr's fraud, gross negligence or wilful misconduct.11. Term and Termination
11.1 Term. The term of this Agreement shall commence on the date Vadr begins to get Publisher's inventory and shall continue for twelve (12) months, unless earlier terminated as provided herein ("Initial Term"). After the Initial Term, the Agreement shall automatically renew for additional terms of one (1) year (each a "Renewal Term," and together with the Initial Term, the "Term"), unless either party provides written notice to the other party no later than thirty (30) calendar days before the end of the then-current Term of its intention not to renew the Agreement.
11.2 Termination. This Agreement may be terminated by either party immediately upon the occurrence of any of the following events: (i) for convenience at any time, upon thirty (30) days prior written notice which, for Publisher is only applicable after six (6) months of the Initial Term have elapsed; (ii) if the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or any such proceeding is instituted against the other party and is not dismissed within sixty (60) calendar days; or (iii) if the other party ceases to do business, or otherwise terminates its business operations. Notwithstanding anything to the contrary contained above, this Agreement may be terminated by Vadr upon written notice (Vadr shall use commercially reasonable efforts to provide a prior notice of fifteen  days for any such termination) if Vadr or its partners, in their sole discretion, determine that: (i) Publisher's traffic quality is detrimental to its advertisers or if Publisher violates Section 2, or Exhibit A; or (ii) Publisher is in breach of any law or other obligations under this Agreement, including but not limited to a breach of content guidelines owing to any changes made to the Advertisements or if such Advertisements are published on any inappropriate sites or applications.
11.3 Effect of Termination. Upon expiration or termination of this Agreement, Publisher shall immediately cease displaying, distributing and sublicensing the Advertisements and all of its other rights under this Agreement shall immediately cease. Sections 1 and 5, 6, 7.4, 8, 9, 10.3, 11, and any accrued rights to payment and any remedies for breach of this Agreement, shall survive termination or expiration of this Agreement.12. Miscellaneous
12.1 Publicity and Press Releases. The parties may, issue a mutually agreed upon press release regarding the parties' global relationship established hereunder upon mutual agreement. Publisher shall not use Vadr's name or logo without prior consent. Vadr may mention Publisher's name and logo as a customer in its website, within any media kits, marketing and sales materials and within hot links to mobile apps without prior consent.
12.2 Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venture, or agent of the other. Neither party has any authority to act on behalf of or to enter into any contract, incur any liability or make any representation on behalf of the other party. Neither party's personnel shall be deemed to be the other party's employees, and as such shall not by reason of this Agreement be entitled to participate in or to receive any benefit or right under any of the other party's employee benefit plans.
12.3 Non-Solicitation. During the term of this Agreement and for a period of two (2) years thereafter, either party agrees not to hire, solicit, nor attempt to solicit any employee of the other party without the prior written consent of the former party.
During the term of this Agreement and for a period of two (2) years thereafter, either party agrees not to solicit, nor attempt to solicit any customer or vendor of the other party.
12.4 Assignment. Except in connection with a merger, acquisition, reincorporation, or transfer of a party's assets, neither party may transfer or assign or permit the assumption of this Agreement or its rights or obligations under this Agreement without the prior written consent of the other party. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties, its successors and assigns.
12.5 No Waiver. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
12.6 Entire Agreement. This Agreement and all exhibits hereto constitute the entire agreement between the parties regarding the subject matter hereof and supersede all proposals, oral or written, all negotiations, conversations, or discussions between or among the parties relating to the subject matter of this Agreement and all past dealing or industry custom. Neither party relied on any promises or representations, written or oral, of the other party in forming this Agreement, except for those expressly contained herein.
12.7 Amendments and Waivers. No changes or modifications to this Agreement or waivers of any provision of this Agreement shall be effective unless evidenced in a writing referencing this Agreement and signed for and on behalf of both parties.
12.8 Severability. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision shall belimited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
12.9 Notice. Except as specifically provided in this Agreement, any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes: (i) on the delivery date if delivered personally to the party to whom the same is directed; (ii) one business day after deposit with a transmission via email (with "CONTRACTUAL NOTICE" in the subject line),
12.10 Governing Law. Prior to filing a lawsuit, the Parties shall attempt to resolve any dispute, arising out of or relating to this Agreement, between respective account managers of the Parties, who have authority to settle the same. If the matter is not resolved by such discussions within fifteen (15) days of notice of dispute by a Party, the same shall be referred to the respective Chief Financial Officers of the Parties for resolution. The discussions shall be conducted in good faith. Where the Parties fail to resolve the matter, within thirty (30) days of notice of dispute by a Party, through discussions, the Parties may resort to formal action. Nothing in this clause shall be construed as prohibiting a party from applying to a court for immediate injunctive relief. This Agreement shall be governed by and construed in accordance with the laws of Republic of India. The courts at Mumbai shall have exclusive jurisdiction over any matters arising out of or under the terms of this Agreement.
To the extent permitted under applicable laws, the Parties hereby specifically exclude the right of a third party to enforce the terms of this Agreement and this Agreement does not purport to confer a benefit on a third party.
12.11 Headings. Headings herein are for convenience of reference only and shall in no way affect interpretation of this Agreement.
Implementation , Inventory, Publisher Network
Publisher also agrees in good faith to update the Vadr SDK integrated during the Term with any new releases in a timely manner.
Publisher agrees to work in good faith to share non-personally identifiable data with Vadr as may be available and requested to improve targeting and revenue of Advertisements.
Ad Inventory & Placement:
Publisher and Vadr agree to work in good faith to optimize and maximize mobile advertising placements and ad formats as may be desired from time to time.
[Details of Publisher Network, as applicable, to be filled in by Publisher] Pre-Approved Web Sites or applications:
Payment and Pricing Schedule
Subject to Section 5.2 of the Agreement, Vadr shall remit to Publisher, the agreed upon share of revenue.
Methods of Payment. Vadr will pay via wire or PayPal subject to the Publisher providing complete and accurate payment information. Publisher will be liable for all associated fees of payments made.
"Gross Revenues" means the amounts due and owing to Vadr from advertisers and/or business partners for distribution of Advertisements on the Publisher Network as received by Vadr.
"Net Revenues" means Gross Revenues, less Vadr's cost of sales and Advertisement serving costs, including (a) any commissions due to, or revenue shares retained by, third party advertising sales networks or agencies, (b) any out of pocket costs paid by Vadr to third parties to serve the Advertisements pursuant to this Agreement, including, without limitation, data enrichment and directed marketing costs, and (c) refunds to advertisers, credit-card or electronic payment processing fees, charge-backs, and bad debt.
Taxes: Excluding any taxes on the income of a Party, any taxes, including but not limited to sales, GST, VAT, excise, service tax, or such other transaction taxes, applicable in connection with this Agreement shall be payable by Publisher. In case applicable laws require withholding of any amount on account of withholding taxes, Vadr may withhold such amounts, unless Publisher provides a certificate of exemption from such withholding taxes. Amounts payable to Publisher shall not be grossed up on account of withholding taxes.