THIS AGREEMENT CONTAINS DISCLAIMERS, WAIVERS OF CERTAIN RIGHTS (INCLUDING A CLASS ACTION WAIVER UNDER THE “CLASS ACTION WAIVER” HEADING), LIMITATIONS OF LIABILITY, AND AN ARBITRATION CLAUSE (UNDER THE “ARBITRATION AND RESOLUTION” HEADING).

PLEASE REVIEW CAREFULLY.

This Grow Reader Terms of Service (“Agreement”) is a binding agreement, and governs the terms of the relationship, between you and, if applicable, the company or legal entity that you represent (“You” or “Your”) and Mediavine, Inc. (“Mediavine”) regarding the use of Grow (as defined herein). This Agreement incorporates by reference the most recent, applicable version of Mediavine’s Privacy Policy available at https://www.mediavine.com/PRIVACY-POLICY/ and Mediavine’s Privacy Notice available at https://www.mediavine.com/privacy-notice/ (collectively, the “Privacy Policy”).

If applicable, this Agreement supersedes any previous agreements You have agreed to governing Your use of Grow. If You utilize any other Mediavine product offerings, such as Mediavine Ad Management or PubNation, plug-ins, software, or WordPress frameworks, Your use of those offerings will be governed by the terms and conditions applicable to such product(s).

By utilizing Grow, including by registering for a Reader Account (as defined here), and clicking to accept to these terms, including by way of clicking the “Sign Up” or “Register” or similar button, You represent and acknowledge that You have read, understand, and agree to be legally bound by all of the terms, conditions, warranties, duties, and obligations set forth in this Agreement and that You are authorized to do so. If You are entering into this Agreement on behalf of a company or legal entity, You represent and warrant that You are authorized to bind that company or legal entity to this Agreement. If You do not have such authority or do not wish to be bound to this Agreement, You must not sign up, register, utilize Grow, or otherwise click to accept.

ELIGIBILITY

To utilize Grow as a visitor (“Reader”) to a Grow-enabled website (“Website(s)”), You must create a Grow Reader account (the “Reader Account”) and agree to this Agreement. If You choose to create a Reader Account, You agree to provide and maintain true, accurate, current, and complete information about yourself. Registration data and certain other information about You are governed by the Privacy Policy, and by agreeing to this Agreement you hereby consent to the use of such data and information by Mediavine as set forth in this Agreement and the Privacy Policy. By agreeing to this Agreement, You represent and warrant that (a) You are at least eighteen (18) years of age and have the legal capacity to enter into this Agreement; (b) You have not previously been suspended or removed from Grow or any other Mediavine product offerings; and (c) Your registration and Your use of Grow and a Reader Account is in compliance with any and all applicable laws and regulations. If You are under eighteen (18) years of age, You are not authorized to create a Reader Account. If at any time Mediavine discovers any information provided by You is inaccurate or false, Mediavine may immediately terminate this Agreement. Mediavine reserves, in Mediavine’s sole and absolute discretion, the right to determine Your eligibility to utilize Grow and/or a Reader Account.

GROW AND READER ACCOUNTS

Grow. Grow is an engagement tool (“Grow”) that can be used by either Website owners (“Site Owner(s)”) or Readers. This Agreement applies to the use of Grow by You as a Reader. If You are also a Site Owner and wish to use Grow in Your Site Owner capacity, then in addition to this Agreement, You must separately accept additional terms applicable to the use of Grow by a Site Owner. Grow provides for a universal log-in wherein a Reader may (1) bookmark or save content from one or more Websites (“Content”), and also to the ability to import content previously bookmarked or saved from other sources into Grow (“Saved Content”, encompassing both Content bookmarked or saved by a Reader through Grow or imported to Grow), consolidating all such materials in a single online location for ease of access; (2) favorite or “heart” Content with such interaction appearing on the Website; (3) connect the Reader’s social media accounts and enable sharing Content on Reader’s social media channels or with third parties via email; (4) subscribe to a Website’s mailing list; (5) search Content and Saved Content; (6) opt-in to receive recommended Content; (7) access exclusive Content; and (8) utilize other features or functions or enhancements that Mediavine may, in its sole and absolute discretion, make generally available (for clarity, the foregoing are collectively included in the Grow definition). Content shall include blog posts and all associated text, images, and video and any newsletters sent to You by the Website. As a Reader, You may have limited access to a Grow function generally referred to as the “Grow Publisher Portal.” Full access to the Grow Publisher Portal requires You to be a Site Owner and use Grow in Your Site Owner capacity. Any use of features You are able to access in the Grow Publisher Portal as a Reader is subject to this Agreement. While Mediavine may make additional features, functions, or enhancements to Grow and/or the Reader Account available now or in the future, You acknowledge and agree that Mediavine is under no obligation to do so.

Reader Account. When creating a Reader Account, You will be asked to provide Your email address. You may only create one Reader Account per email address. You will also need to either create a unique password for the Reader Account or utilize a magic link provided to the email address used to create the Reader Account. Should You utilize the magic link to create the Reader Account, You may subsequently either create a password under the Account - Tools tab in the Reader Account for future logins to the Reader Account or continue logging in through a magic link that is generated upon Your request. You may also create a Reader Account using Your Facebook or Google login information. In the event You utilize the Facebook or Google login option, You understand that You are also subject to Facebook’s and/or Google’s terms and conditions and privacy policies as well as this Agreement. Once You sign up for a Reader Account, You have the option to provide additional information. The Privacy Policy details how Mediavine handles any such information You choose to provide it.

Access. You may only use and access Your own Reader Account, and You may not provide another person with the username and password or any magic link to access Your Reader Account. You are responsible for keeping all login credentials to access the Reader Account confidential. Usernames and passwords are the property of Mediavine. You are solely and fully responsible and liable for any and all activities that occur through, or any use of, Your Reader Account, regardless of whether such use or activities are undertaken by You or a third party and whether or not authorized. You agree to immediately notify Mediavine if You suspect or believe that Your Reader Account has been compromised in any way, including any unauthorized use of Your username, password, any magic link, or any other breach of security. Mediavine reserves the right to seek any remedy available to protect Confidential Information (as defined herein) and Grow from unauthorized third-party access. Mediavine is not responsible for any unauthorized access to or alteration, damage, or failure to store any Saved Content or other data You submit or use in connection with a Reader Account or Grow.

API AND LINKS

API. Your use of Grow, including importing Saved Content, subscribing to Website mailing lists, and opting in to receive personalized Content recommendations, as well as the provision of personalized content suggestions and advertisements by Mediavine, may involve the use of one or more APIs by Mediavine or Site Owners. By using Grow, you hereby acknowledge the use of APIs and consent to the sharing of any data pertaining to You and Your use of Grow with the software or platform the APIs connect to and the operator or authorized user of the software or platform.

Links. As a convenience, Grow and Websites may contain links to third-party websites, goods, or services that are not owned or controlled by Mediavine (“Third-Party Links”). Mediavine has no control over and assumes no responsibility for the content, data management, privacy policies, or practices of any Third-Party Links. Mediavine does not warrant the offerings of any Third-Party Links. Your access and use Third-Party Links and transact or interact with the associated entities or individuals at Your sole risk and liability. You acknowledge and agree that Mediavine shall not be responsible or liable for any damage or loss in connection with Your use of or reliance on any Third-Party Links.

TERM, TERMINATION, AND SUSPENSION

Term. This Agreement shall be effective from the date of acceptance until it is terminated by either You or Mediavine in accordance with this Agreement (the “Term”).

Termination by You. You may terminate this Agreement at Your convenience at any time, for any or no reason, by logging into Your Reader Account and choosing “Delete Account” under the Account - Tools tab. If You have subscribed to a Site Owner’s mailing list through Grow, You must direct any requests in connection with that mailing list to the Website, including requests to unsubscribe which may be in the form of selecting “unsubscribe” or similar on a mailing from the Website.

Termination or Suspension by Mediavine. Mediavine may terminate this Agreement, or suspend or terminate Your access to Grow or the Reader Account, at Mediavine’s convenience at any time, for any or no reason. You acknowledge and agree that Mediavine is not obligated to support or update Grow or the Reader Account in any manner. Mediavine may, at any time, with or without notice, modify, suspend, discontinue, or diminish any features, functionality, and/or portion of Grow or the Reader Account, in whole or in part, either temporarily or permanently.

Effect of Termination. Upon suspension or termination of this Agreement or Your access to Grow or the Reader Account, You shall no longer have access to Your Reader Account or any of Your Saved Content or other information in Grow. In the event of a suspension by Mediavine, during the period of suspension Mediavine will not take any action to intentionally erase any of Your Saved Content or other information in Grow. In the event of termination either by You or Mediavine, Mediavine may immediately delete any of Your Saved Content or other information from Grow. Within fifteen (15) days of termination of this Agreement, You shall destroy or, if requested by Mediavine, return all Confidential Information (as defined herein).

LICENSE AND INTELLECTUAL PROPERTY RIGHTS

License. Subject to Your acceptance of and compliance with this Agreement, Mediavine hereby grants You a limited, non-sublicensable, non-exclusive, non-transferable, revocable right and license during the Term, in and under Mediavine’s intellectual property rights, to access and use Grow for Your personal use, solely in accordance with the terms and conditions of this Agreement.

Reservation of Rights. Grow and the Marks (defined herein) are owned by Mediavine and protected by intellectual property and other laws. Other than the limited use and access rights and license expressly set forth in this Agreement, Mediavine reserves all right, title, and interest (including all intellectual property and proprietary rights) in and to: (i) Grow and all components, elements, features, and functionality thereof; (ii) Mediavine trademarks, including the Mediavine and Grow word and logo marks, (collectively, the "Marks"); and (iii) any other technology and software that Mediavine provides or uses to provide Grow. You do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in Grow, the Marks, or other technology and software (including third party technology and software), except for the limited use and access rights and license described in this Agreement.

Feedback. If You provide, in any format or medium, any suggestions, ideas, enhancement requests, feedback, or otherwise identify any problems or propose any improvements regarding Grow or any aspect thereof (collectively, “Feedback”), You hereby assign any and all rights in and to such Feedback to Mediavine. To the extent an assignment of such rights is not possible under applicable law, You hereby grant Mediavine an unrestricted, transferable, sublicensable, worldwide, perpetual, irrevocable, exclusive, fully-paid, royalty-free license and right to exploit, modify, create derivative works of, and otherwise use in any way Feedback in any manner and for any purpose, including to improve Grow or any aspect thereof or to create other products and services. Mediavine shall be the sole owner of any exploitation of Feedback. You agree to take reasonable actions, at Mediavine’s request and cost, to give effect to the assignment of, or license and right to, Feedback as set forth herein.

Use. By signing up for a Reader Account, You agree that Mediavine may provide you with personalized content, including, but not limited to suggestions, advertisements and email communications, as further detailed in the Privacy Policy. You may also sign up (and where applicable, opt-in) for Website mailing lists and to receive personalized Content recommendations. To unsubscribe from receiving email updates, please follow the instructions from the Website, which may be in the form of selecting “unsubscribe” or similar on an email from the Website. You may access, save, and share Content in accordance with the terms and conditions of this Agreement, and You are responsible for complying with all terms and conditions applicable to Content, including any terms and conditions applicable to the sources You import any Saved Content from. If You do import any Saved Content from other sources, You consent to Mediavine accessing, sharing, or otherwise using such Content and related information as needed to facilitate the import. You understand and acknowledge that Your use of Grow does not grant any implicit or implied ownership of Content nor does Grow transfer any rights in Content to You. Websites retain any copyright and other proprietary rights that they may hold in Content.

Prohibited Activity. Your use of Grow must not: (i) constitute, promote, facilitate, or permit gambling; (ii) include, promote, or facilitate child pornography or other illegal activities, including activities that might be libelous or defamatory or otherwise malicious or harmful to any person or entity or that discriminate based on race, sex, religion, nationality, disability, sexual orientation, or age; (iii) distribute, share, or facilitate the distribution or sharing of unauthorized data, malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code; (iv) violate, misappropriate, or infringe the intellectual property or other proprietary rights of Mediavine, its affiliates, or any third party including Site Owners; or (v) engage in any form of spamming, including but not limited to to distribution of unsolicited emails, messages or comments, particularly those that contain inappropriate, false or misleading content. This includes the prohibition of bulk messaging, the use of automated systems for sending unsolicited communications, and any other practices that can be considered spam.

Restrictions. You may not attempt to or in any way copy, modify, alter, tamper with, distribute, sell, license, lease, or otherwise create derivative works of any software, script, code, or programming included in or accessed via Grow or any part thereof or attempt to unlock or bypass any encryption or other protections used by Mediavine. You may not attempt to or in any way reverse engineer, disassemble, or decompile Grow or apply any other process or procedures to derive the source code of any software included in or accessed via Grow or any part thereof. You may not attempt to or in any way interfere with, circumvent, or disable in any manner the features, functionality, or proper working of Grow or any part thereof. You may not compile or use Grow or any part thereof or any information obtained through Grow for the purpose of spamming, unsolicited contacting, or other impermissible advertising, marketing, or other activities, including any activities that violate state or federal anti-spamming laws and regulations.

SITE OWNER CONTENT

Mediavine does not endorse any Content or other material shared through Grow. You understand that when using Grow you will be exposed to Content from a variety of sources and acknowledge that Content may be inaccurate, offensive, indecent, or objectionable. Mediavine does not control and is under no obligation to edit, control, or monitor Content, any material made available by third parties, or the use of Grow by Readers or Site Owners. Nonetheless, You acknowledge and agree Mediavine may, at any time and without notice: (i) monitor any and all information transmitted or received through Grow for operational and other purposes, and (ii) monitor, screen, remove, edit, or block any Content that Mediavine finds, in its sole discretion, in violation of this Agreement or to otherwise be objectionable. During any such monitoring, information may be examined, recorded, copied, and used in accordance with the Privacy Policy. If Mediavine is notified that Content allegedly does not conform to this Agreement, Mediavine may investigate the allegation and determine, in Mediavine’s sole discretion, to remove the Content. Mediavine does not permit copyright-infringing activities through Grow. In the event You believe You have encountered copyright infringement through Your use of Grow, please see Mediavine’s Copyright Policy available at https://www.mediavine.com/mediavine-copyright-policy/ for procedures to report to Mediavine’s copyright agent.

CONFIDENTIAL INFORMATION

Inclusions and Exclusions. “Confidential Information” means information that Mediavine discloses or makes available to You under this Agreement, including through Grow, that either (1) is marked as confidential or proprietary or similar or (2) would normally be considered confidential or proprietary based on the nature of the information or the circumstances surrounding its disclosure. Confidential Information is not limited to a specific medium and can be oral, visual, written, or physical in format. Confidential Information does not include information (a) You independently develop, (b) that a third-party rightfully shares with You without confidentiality obligations, or (c) is or becomes public through no fault by You.

Obligations and Required Disclosure. During the Term and after termination of this Agreement, You agree to hold Confidential Information in strict confidence and not to disclose or use Confidential Information for any purpose (other than performance of this Agreement). In the event You are required by law, regulation, or court order to disclose any part of the Confidential Information, You will promptly notify Mediavine, unless legally prohibited from doing so, before You make any required disclosure of Confidential Information so that Mediavine may seek appropriate protection of the Confidential Information. Any waiver by Mediavine of these confidentiality obligations will be strictly limited to the specific event giving rise to the waiver and then only for the limited disclosure of Confidential Information to only the necessary third party(ies); the confidentiality obligations will otherwise continue to be in full force and effect for the Confidential Information in all other occurrences.

WARRANTIES AND DISCLAIMERS

Warranties. You represent and warrant that (1) You are the owner of the social media account or the email address used to create Your Reader Account or otherwise have authorization to use it in connection with Grow; (2) the information You provide in connection with Your registration for Grow or creation of a Reader Account is accurate and complete; (3) if You are registering for Grow as a company or legal entity, You are duly authorized to do business in the country or countries where you operate; (4) You will not infringe, violate, or misappropriate any Website or third-party right in connection with Your use of Grow; and (5) You will not cause Mediavine to violate any law or regulation. Mediavine has no affiliation with any of the social media or email networks to which Grow enables sharing Content. Mediavine makes no warranty or representation that Your use of Grow complies with the terms of use of any social media or email networks or Websites. You are solely responsible for ensuring Your use of Grow complies with the terms of use of any social media or email network or Website.

Disclaimers. TO THE EXTENT ALLOWABLE BY LAW, GROW AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, CONTENT, SAVED CONTENT, IMAGES, MATERIALS, APIS, AND OTHER DATA OR INFORMATION PROVIDED BY MEDIAVINE IN CONNECTION THEREWITH (COLLECTIVELY, THE “OFFERINGS”) ARE PROVIDED "AS IS." MEDIAVINE DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OUT OF A COURSE OF DEALING OR USAGE OF TRADE CONCERNING THE SUBJECT OF THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MEDAVINE EXPRESSLY DISCLAIMS (I) ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE, AND (II) ANY WARRANTY OF NON-INFRINGEMENT (INCLUDING NON-INFRINGEMENT OF THIRD PARTY RIGHTS), QUALITY, CORRECTNESS, ACCURACY, COMPLETENESS, RELIABILITY, PRODUCTIVENESS, OR CAPACITY. MEDIAVINE, ITS VENDORS, PUBLISHERS, AND PARTNERS DO NOT WARRANT THAT THE OFFERINGS WILL BE CORRECT, UNINTERRUPTED, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE OFFERINGS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MEDIAVINE DOES NOT WARRANT THAT ANY DATA STORED WITHIN THE OFFERINGS WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM MEDIAVINE OR THROUGH GROW SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATE IN THIS AGREEMENT. YOU AGREE THAT ANY EFFORTS BY MEDIAVINE TO MODIFY GROW OR ANY MONITORING DONE BY MEDIAVINE UNDER THIS AGREEMENT AND ANY ACTIONS TAKEN BY MEDIAVINE AS A RESULT OF THAT MONITORING SHALL NOT BE DEEMED A WAIVER OF THIS DISCLAIMER OF WARRANTY. THE FOREGOING DISCLAIMER OF WARRANTY IS A FUNDAMENTAL PART OF THE BASIS OF MEDIAVINE’S BARGAIN HEREUNDER, AND MEDIAVINE WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH DISCLAIMER.

SECURITY AND LIABILITY

Security. Mediavine strives to keep Grow secure but, given the nature of the Internet, cannot guarantee success at doing so. You are solely responsible for maintaining Your own security, protection, and backup of Saved Content. Mediavine will have no liability to You for any unauthorized access to or use, corruption, deletion, destruction, or loss of any Content or Saved Content.

Liability. EXCEPT FOR INDEMNIFIABLE COSTS, TO THE EXTENT ALLOWABLE BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, AND THE LIKE, INCURRED BY EITHER PARTY ARISING FROM THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MEDIAVINE WILL NOT BE HELD LIABLE FOR ANY LOSS DUE TO SERVER DOWNTIME, NETWORK DOWNTIME, PACKET LOSS, NET TRAFFIC PROBLEMS, DISASTERS, ACTS OF GOVERNMENT, STRIKE, LOCK-OUT, OR COMMUNICATION LINE OR POWER FAILURES. MEDIAVINE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO COMPLY WITH THIS AGREEMENT. Mediavine’s maximum liability under this Agreement shall be the greater of (1) the amount You paid to Mediavine for access to and use of Grow in the six (6) months prior to the event or circumstance giving rise to the claim or (2) one hundred dollars ($100).

INDEMNIFICATION

Obligation. You are responsible for Your use of Grow and You agree to indemnify and hold harmless Mediavine, its affiliated companies, and its respective employees, officers, directors, shareholders, trustees, and agents (“Indemnitees”) from and against any and all losses, claims, suits, damages, actions, liabilities, obligations, judgments, penalties, fines, costs, fees, and any other expenses whatsoever (including reasonable attorneys' fees and costs), asserted by a third party against the Indemnitees relating to, arising out of, or in connection with (i) Your use of Grow or Your use of Grow in a manner not authorized by this Agreement; (ii) Your violation of any applicable laws, rules, or regulations; (iii) Your violation of any term or condition of this Agreement, including without limitation, Your representations and warranties; (iv) Your infringement of the Content; (v) Your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property or privacy right; (vi) You or Your employees' or personnel's negligence or willful misconduct; (vii) claims with respect to Your Website(s) and its content; or (viii) any dispute or issue between You and any third party.

Process. Mediavine agrees to promptly notify You of any claim subject to indemnification; provided that Mediavine’s failure to promptly notify You shall not affect Your obligations hereunder except to the extent it materially prejudices Your ability to defend the claim. At Mediavine’s option, You will have the right to defend against any such claim with counsel of Your own choosing (subject to a conflicts assessment), and to settle such claim as You deem appropriate, provided that You shall not enter into any settlement without Mediavine’s prior written consent and provided that Mediavine may, at any time, elect to take over control of the defense and settlement of the claim.

DISPUTES

Choice of Law. This Agreement shall be interpreted pursuant to the laws of Delaware, excluding any conflicts of law provisions.

Class Action Waiver. YOU AND MEDIAVINE EACH AGREE THAT ANY CLAIMS BE ADJUDICATED ON AN INDIVIDUAL BASIS THROUGH ARBITRATION, AS NOTED BELOW. YOU AND MEDIAVINE EACH WAIVE ANY RIGHT TO A TRIAL BY JURY OR TO OTHERWISE LITIGATE ANY CLAIM ARISING UNDER THIS AGREEMENT OR RELATED TO GROW ON A CLASS ACTION, JOINT, OR CONSOLIDATED BASIS OR ON A BASIS INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS PRIVATE ATTORNEY GENERAL), OTHER READERS, OR ANY OTHER PERSONS.

Notwithstanding the foregoing, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) file suit in a court of law to address an intellectual property infringement claim.

Arbitration and Resolution

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Consumer Arbitration Rules, and judgment on the award rendered by the arbitrator must be entered by a court of competent jurisdiction in New Castle County, Delaware. The arbitration shall be held in New Castle County, Delaware. The arbitration shall be held, and the award entered, in English. The number of arbitrators shall be one.

A party who intends to seek arbitration must first send a written notice of dispute to the other party in accordance with the Notice provision of this Agreement. The notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought. The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach a resolution within thirty (30) days after the notice is received, You or Mediavine may commence an arbitration proceeding.

Any proceedings arising out of this Agreement that are not subject to this arbitration provision must be instituted in the appropriate court in New Castle County, Delaware, and You and Mediavine each consent to the jurisdiction of such courts.

GENERAL

Independent Contractor. The relationship between You and Mediavine is that of independent contractors. The relationship between You and Mediavine shall not under any circumstances be deemed to be a relationship of confidence or trust or a fiduciary relationship and is not and shall not be construed to be a partnership, association, employment relationship, or joint venture.

Notice. Any notice, demand, request, or other communication which is required or permitted hereunder shall be in writing and deemed to have been duly given or made for all purposes if sent by (i) personal delivery, in which case notice shall be deemed to have been given on the date of delivery; (ii) UPS, Federal Express, DHL or other nationally-recognized overnight delivery service, in which case notice shall be deemed to have been given the day after deposit of the notice with such service for next day delivery, to such party at the contact information set forth in the Reader Account or at https://www.mediavine.com/contact/ as applicable; or (iii) electronic mail, so long as the receiving party acknowledges receipt, including by an automatic delivery receipt or read receipt or the receiving party replying to the email. Mediavine may be reached at grow.me@mediavine.com with a copy of all notices to Mediavine also being sent to legal@mediavine.com.

Modification. Mediavine reserves the right to modify any part of this Agreement, including the Privacy Policy, at any time without prior notice. Upon modification, Mediavine will endeavor to inform You by email, writing, or by an informational message through the Reader Account. Should You choose to not accept the modification(s), the only action You can take is to terminate Your Reader Account. Continued use of Grow, including by way of Your Reader Account, and/or no action shall mean that You have accepted the modifications to the Agreement. All modifications shall become active twenty-four (24) hours after the modifications have been completed.

Severability. If any provision of this Agreement is or becomes illegal, unenforceable, or invalid (in whole or in part for any reason), the remainder of this Agreement shall remain in full force and effect without being impaired or invalidated in any way.

Survival. Any rights or obligations that by their nature should survive termination of the Agreement shall survive, including representations, warranties, intellectual property rights, and indemnity and confidentiality obligations.

No Waiver. Any failure of either party to enforce any provision of this Agreement, or any right or remedy provided for herein, shall not be construed as a waiver, estoppel with respect to, or limitation of that party’s right to subsequently enforce and compel strict compliance or assertion of a remedy.

Assignment. This Agreement may not be transferred or assigned by You, but may be assigned by Mediavine without restriction.

Entire Agreement. This Agreement contains the entire Agreement between You and Mediavine with respect to the subject matter hereof and supersedes any and all prior and contemporaneous agreements, commitments, understandings, discussions, negotiations, or arrangements of any nature relating thereto (including, but not limited to, any email communications between the parties). The terms “hereunder,” “herein,” and words of like import shall mean and refer to this Agreement as a whole, and not to any specific provision of this Agreement. The terms “include,” “including,” “included,” “includes,” and “such as” shall be deemed to be followed by the words “without limitation.”

Effective as of March 1, 2024.