Search Results

by Diamond Brown Image Credit: Jamie McCarthy | Getty Images Yesterday on X (formerly known as Twitter), Minaj shared a series of tweets in defense of Lil Wayne not being selected to perform at the Super Bowl 2025 halftime show in his hometown of New Orleans. What followed was a series of content creators and users chiming in to share their take on the matter, with some agreeing with Minaj, while others simply wished she would remain quiet. Many fans have noticed that whenever there is a public misunderstanding between Minaj and another female artist, her allies are never there to show support—though this could simply be men refusing to involve themselves in women's drama. However, one user, in particular, shared their thoughts on where the problems lie concerning Nicki Minaj, Drake, and Jay-Z. Related articles: Exclusive: Nicki Minaj Sued by Fan - Will This Lead to Less Celebrity-Fan ... Related articles: Rapper Nicki Minaj Arrested by Amsterdam Police Amid Drug Allegations In 2015, Forbes reported that Jay-Z's Tidal launch did not necessarily garner significant media attention, but the company did introduce sixteen owners, all of whom happen to be massive superstars. The idea behind Tidal was to be an artist-majority-owned company with a mission to reestablish the value of music and protect the sustainability of the music industry rooted in creativity and expression. Artists like Nicki Minaj, Alicia Keys, Beyoncé, Jay-Z, Jack White, Rihanna, and Usher, to name a few, all signed the declaration, which meant their music would release exclusively on Tidal before other streaming platforms. Needless to say, it was during this time that Drake was invited to sign, but he declined, opting for a more lucrative deal with Apple Music. The rapper helped launch Apple Music with a $19 million deal and has since supplied exclusive projects, premieres, ads, visuals, and OVOSOUND radio for the platform. This marked the first sting for Jay-Z towards YMCB. Related articles: Nicki Minaj Sparks Feud Rumors After Unfollowing JT and Ice Spice on ... Related articles: Nicki Minaj Debuts Innovative Nail Brand: Introducing Pink Friday Nails Fast forward to 2021, and Jay-Z reportedly sold Tidal to Jack Dorsey’s Square for $302 million . This should be good news, right? This would mean that the co-owners—all sixteen of them—would be compensated from the deal. However, according to Nicki Minaj, “I didn’t even get one red penny when no one promoted it more than me outside of Beyoncé.” Yet, sources online claim Minaj, along with the other owners, received $8.9 million for their shares. So, should Jay-Z and Minaj have any issues at all? It seems that Minaj was willing to be a team player, even signing onto the streaming platform (unlike Drake), for no money upfront. But it seems she was played out of the deal. We will keep digging into this feud and bring you the latest. Don’t forget to subscribe.

by Venus Sanders & Lisa K. Stephenson Image Credit: Jamie McCarthy | Getty Images It seems that behind the scenes, there’s been trouble brewing between Roc Nation and YMCB, whether it’s Nicki Minaj taking shots at Beyoncé or Megan Thee Stallion, or Kendrick Lamar single-handedly owning the summer with his smash hit record, a diss against Drake, titled ‘Not Like Us’. It was all good not too long ago, so many fans are wondering where things went wrong, and now, it seems to have finally escalated between the two groups. Roc Nation, owned and operated by Jay-Z, is known for managing artists such as J. Cole and Megan Thee Stallion through his management company. If we recall, J. Cole entered the rap beef with Drake earlier this year before respectfully bowing out, leaving Kendrick on the battlefield alone, which he devoured. Related articles: Is Cardi B a Case Study? Could Investment in Female Rap Be Declining? Related articles: Warner Music Group's New Changes May Spark a Rivalry: Cardi B vs. Megan ... Nicki Minaj, on her song ‘ Press Play ’ from the ‘Pink Friday 2: Gag City Pluto Edition’ version of her album, says, “Daddy wasn’t no businessman, mama wasn’t no business owner,” in direct response to fans comparing her to Beyoncé. Many fans believe Minaj is vocal about the issues she faces behind the curtains—whether it’s labels trying to sabotage her tour or watching to see when she releases the deluxe version of her album so as not to be in direct competition with Cardi B. If you recall from one of our earlier articles, a rep from Atlantic confirmed to our music editor, Diamond Brown, that the label is afraid that if Cardi drops her album, the Barbz will purposely look to sabotage it , either by streaming Nicki’s most recent album or this new one (the deluxe), now that the Queen herself has confirmed it’s on the way. Related articles: Megan Thee Stallion: New Album, ' Megan ' Is a Bold Fusion of Raw Emotion ... Related articles: Review: Ice Spice's New Album 'Y2K' Sparks Doubts About the Credibility of Music Arriving in our inbox yesterday was the official announcement of Kendrick Lamar headlining the Super Bowl 2025 halftime show. Since the announcement, fans, artists, and more have been voicing their grievances; however, the outrage is split. Some say he deserves it because he’s had the most successful year for any artist in 2024, while others believe that since Lil Wayne is from New Orleans, the opportunity should have been given to him. Some fans vehemently disagree, calling out Wayne’s inability to remember lyrics, his lackluster performances, and the fact that he hasn’t released any new successful music—so why would he be selected? In 2019, Jay-Z and the NFL announced a five-year partnership with Jay-Z and Roc Nation that included producing Super Bowl halftime shows and spearheading social justice initiatives. Since then, we have seen performances from Shakira and Jennifer Lopez (2020) , The Weeknd (2021), Eminem, Dr. Dre, and Snoop Dogg (2022), Rihanna (2023), and Usher (2024). Related articles: Rapper JT Cries on Instagram Live After Fans Criticize Her Appearance Related articles: Nicki Minaj Sparks Feud Rumors After Unfollowing JT and Ice Spice on Instagram What do all of these artists have in common? They are, for the most part, minority acts, with the exception of Eminem. Prior to this, however, from 2014 to 2019, most of the acts were from non-minority groups. Not only that, but each year that artists are selected to perform at the Super Bowl, it’s usually because they’ve had a streak of success in other endeavors, making them ideal candidates. This isn’t a favoritism game; it’s a numbers and popularity game. Nicki Minaj took to Twitter today to say, “Denying a young Black man what he rightfully put into this game for no other reason than your ego. Your hatred for Birdman, Drake, and Nicki got you punishing Lil Wayne! The GOAT!...” She goes on to say, “…God forbid if Wayne was to leave this earth right now, the culture would be in mourning. That’s why so many people keep saying to give our legends their flowers while they are still around to smell them. Sitting around all day playing with people’s lives and legacy. God ain’t sleep. Gee Roberson, you will learn that, too. Very soon.” Related articles: What Happened to Real Journalism? Katy Perry Defends Collaborating with Dr. ... Related articles: Rapper Nicki Minaj Arrested by Amsterdam Police Amid Drug Allegations Gee Roberson is the former manager of both Kanye West and Drake. In addition, he is the founder and CEO of BPG Music, which inked a partnership with Warner Records, announced in February 2021. If you recall earlier, our music editor did a piece discussing the relationship between Warner Music, Atlantic, and Roc Nation. It seems that YMCB is on the outskirts when it comes to major decisions and moves around the music industry, which would explain why Nicki Minaj is so outspoken about the mistreatment and essentially being labeled a pariah. Furthermore, Kendrick Lamar’s diss record against a YMCB member seems to be a direct hit at the group. Buckle up, folks—it looks like we’re in for a long ride.

by Harley Miller For as long as I can remember, it has always been common for me and those around me to get sick whenever the weather began to change. When our bodies get used to a certain climate, and when those conditions change suddenly, our bodies have to try to adapt. During this time, we can fall ill. However, for the most part, you won’t stay sick for an extended period—maybe a day or two—but it’s still such an inconvenience when you need to go to work, take care of the kids, or even want to enjoy some hobbies such as working out or going to the theater. Related articles: Black Pregnancy and Birth Control Related articles: What is a Balanced Lifestyle and Why Is It Important? The body’s immune system is a complex network of cells, tissues, and organs that work together to protect the body from harmful invaders such as bacteria, viruses, fungi, and toxins. Its primary function is to detect those foreign substances (antigens) and launch a defense mechanism to eliminate them while also distinguishing between the body’s own cells and foreign entities to avoid attacking itself. This is not to be confused with autoimmune diseases. In autoimmune conditions, this self-recognition system malfunctions, causing the immune system to mistakenly target and attack the body’s own cells, tissues, or organs. Some conditions that occur when this happens are alopecia areata, which causes hair loss when the immune system views the hair follicles as foreign and attacks them, stopping hair growth; lupus, which results in inflammation and damage to many organs and tissues, making lupus a particularly complex and sometimes life-threatening disease; and type 1 diabetes, multiple sclerosis, and rheumatoid arthritis, which are some additional autoimmune diseases. Related articles: How Much Is Too Much Masturbation Related articles: Ariana Grande's 'Eternal Sunshine' Album: A Fever Dream for Paramours The first step to boosting your immune system is, of course, understanding it. The immune system has two main components: the innate immune system and the adaptive immune system. The innate immune system is the body’s first line of defense and responds quickly to invaders. It includes physical barriers like the skin, chemical barriers like stomach acid, and immune cells like macrophages and neutrophils that attack invaders immediately. Second is the adaptive immune system, which develops more slowly and is highly specific. It involves immune cells like T cells and B cells that can remember specific pathogens, allowing for a more effective response if the same pathogen invades again in the future. This is how vaccines work—by training the adaptive immune system to recognize and fight diseases. But did you know there are more natural ways to boost your immune system? Related articles: Housewives Fatigue: Porsha Williams' Husband Faces Immigration Woes Related articles: Cardi B Hurls Microphone at Concertgoer After Onstage Drink Toss Sure, there are a plethora of health gurus online who will tell you to get lots of exercise, sleep well, and eat a nutritional diet, but it’s far easier said than done. What are the things we should be eating? How many hours a night should we be sleeping? And what sort of exercise should you be doing? As someone who enjoys working out and goes to the gym often, I have always seen men and women on machines either overexerting themselves or not doing proper exercises and having bad form. When this happens, there are usually little to no results, and then the advice is labeled as bad or ineffective. Different fruits and vegetables will give you different results. Incorporating a wide variety of colorful fruits and vegetables provides essential vitamins, minerals, and antioxidants that support immune function. Specifically, spinach and kale are two greens that—if possible—should be added to each of your meals throughout the day. Related articles: Why is Dating So Hard Related articles: ​Should I Tell His Mom He Cheated? For example, in the morning, I try to have a spinach and egg wrap with light ketchup. I scramble the spinach and eggs together, and it’s always chef’s kiss. Next, for lunch, I try to have a nice salad mixed with spinach, tuna, tomatoes, cucumbers, and some croutons. For dinner, I have either cooked tofu or vegan sausages cooked with sweet peppers, spinach, and flaxseed, or I’ll opt for vegan ground beef, which is something I can also add my spinach and flaxseed to. This is paired with either baked and/or roasted potatoes or, in some cases, a small amount of rice with broccoli. Kombucha also supports gut health and is an excellent substitute for wine—take it from me because I used to love my white wine. But having since switched my focus to eating more healthily, Kombucha is great. Next, of course, is exercise. If you’re a beginner in the gym, do yourself a favor and do not listen to others; listen to your body when it comes to cultivating a workout that is effective. Related articles: Things To Do Before Having a Baby Related articles: How Much Chicken and Rice Should You Feed Your Dog? We all have different pain tolerance levels and can tear tissue if we do too much too soon. Some of these physical trainers are not good; they are only there for a paycheck, so watch out for them. What these trainers don’t tell you is that the more overworked your muscles are, the more your immune system has to put in extra work to repair and regenerate muscle tissue, leaving you susceptible to illnesses. Consider getting a good hoodie and sweatshirt as well; places like LUEQ and Zara often have good sales on workout clothes. Right now, LUEQ has everything 75% off, and their ‘ Ribbed Hooded Sweater ’ for men is only $29.99 while supplies last. For women, their ‘ Baseline Essentials Tennis Zip-Up ’ is now only $49.99 but is already selling quickly. I just had to hurry up and grab a size small before they were all gone. Related articles: Tiffany Red Exposes Songwriting Theft in the Music Industry Related articles: Investigating Hinge: Filtering Black Women from High-Earning Men Next, of course, is sleep. Yes, I know this sounds cliché, but with the emergence of TikTok, I can with confidence say that there are a number of people whose sleep cycles have been disrupted. Do not allow this to happen to you; be sure to make some warm milk and cinnamon before bed, drink it, turn off your phone, and go to bed at an appropriate time. Your body and immune system will thank you. We know fall fashion is great, which is what I always see talked about, but taking care of your immune system takes precedence.

Subscribe. CELEBS. CELEBS. CELEBS. NEW INTERVIEW She's SINGLE Magazine Dec 15, 2023 2 min NEW INTERVIEW Print Exclusive: Amanda Rose, Celebrity Matchmaker & Dating Coach Exclusive insights with Amanda Rose, renowned Celebrity Matchmaker & Dating Coach. Dive into the world of love and relationships with our ex POP CULTURE She's SINGLE Magazine 3 days ago 4 min POP CULTURE What Happened to Real Journalism? Katy Perry Defends Collaborating with Dr. Luke on New Album Katy Perry defends her decision to collaborate with Dr. Luke on her new album, sparking debate about the state of journalism and artist acco She's SINGLE Magazine 4 days ago 3 min POP CULTURE The Braxton's Returns, But Fans Are Disappointed: "Take Them Off the Air Before I Start Hating Every Single One of Them" The Braxton's return to TV, but fans are disappointed, calling for the show to be taken off the air. Discover why viewers are expressing fru She's SINGLE Magazine Aug 26 3 min POP CULTURE Exclusive: Nicki Minaj Sued by Fan - Will This Lead to Less Celebrity-Fan Interaction? Nicki Minaj faces a lawsuit from a fan, raising concerns about future celebrity-fan interactions. Explore the potential impact on fan engage She's SINGLE Magazine Aug 22 5 min POP CULTURE Nicki Minaj Sparks Feud Rumors After Unfollowing JT and Ice Spice on Instagram Nicki Minaj unfollows JT and Ice Spice on Instagram, igniting feud rumors. Dive into the fan reactions and speculation surrounding the rappe She's SINGLE Magazine Aug 22 3 min POP CULTURE Chloé Abadi to Grace the Cover of She’s SINGLE Magazine’s Fall 2024 Issue: LGBTQ+ Love Stories Chloé Abadi graces the cover of She’s SINGLE Magazine’s Fall 2024 issue, celebrating LGBTQ+ love stories and inclusivity. She's SINGLE Magazine Aug 20 3 min POP CULTURE She's Single: Jennifer Lopez and Ben Affleck file for divorce after 2 years of marriage Jennifer Lopez and Ben Affleck file for divorce after two years of marriage. Explore the details behind their split and what’s next for the She's SINGLE Magazine Aug 15 5 min POP CULTURE Should Mothers Give Appreciation Gifts to Co-Parenting Fathers for Being Active and Present? Should mothers give appreciation gifts to co-parenting fathers? Explore the impact of recognizing active, present dads in co-parenting relat She's SINGLE Magazine Aug 5 3 min POP CULTURE Warner Music Group's New Changes May Spark a Rivalry: Cardi B vs. Megan Thee Stallion Warner Music Group's recent changes could ignite a rivalry between Cardi B and Megan Thee Stallion, with one thriving while the other faces She's SINGLE Magazine Aug 2 5 min POP CULTURE Is Cardi B a Case Study? Could Investment in Female Rap Be Declining? Is Cardi B a case study? Explore the potential decline in investment in female rap and what it means for the future of women in the industry She's SINGLE Magazine Aug 2 4 min POP CULTURE 'Nobody Can Love Jennifer Lopez as Much as Jennifer Lopez': Divorce Rumors from Ben Affleck Continue to Swirl Rumors of a Ben Affleck and Jennifer Lopez divorce continue to swirl, with many saying, "Nobody can love Jennifer Lopez as much as Jennifer She's SINGLE Magazine Jul 29 3 min POP CULTURE Review: Ice Spice's New Album 'Y2K' Sparks Doubts About the Credibility of Music Label Executives and Award Show Officials Review: Ice Spice's new album 'Y2K' sparks doubts about the credibility of music label executives and award show officials. Read the full cr She's SINGLE Magazine Jul 23 5 min POP CULTURE Is Cardi B an Influencer or Rapper? Why Fans Eagerly Await CB2 and Possible Reasons for Its Delay Is Cardi B an influencer or rapper? Explore why fans eagerly await CB2 and uncover possible reasons for its delay in our latest blog. The number one thing that we need to do is to not apologize for the reality – specifically for the black and brown communities. We mustn't dance around the traumatic experiences that come with being black in America. At this time, it is not about making sure that others feel comfortable with the topic - it is about dealing with what is right in front of us. And that could lead to difficult discussions, but that’s okay.” - Ardre Orie BOLD BOSS INTERVIEWS She's SINGLE Magazine Feb 20 10 min BOLD BOSS INTERVIEWS Insights from JustAnswer Therapist: Q&A with Jennifer Kelman, LCSW Gain valuable insights on mental health with therapist Jennifer Kelman. Get answers to common questions in this Q&A session. She's SINGLE Magazine Aug 3, 2023 13 min BOLD BOSS INTERVIEWS Q&A: Gina Cloud, Teaching Women How to Strip Down to Their Bare, Authentic Essence Explore Gina Cloud's empowering journey of teaching women to embrace their authentic essence and strip down barriers to self-discovery. She's SINGLE Magazine Jan 30, 2023 5 min BOLD BOSS INTERVIEWS BlackGirlFollowTrain TikTok Q&A: Sojourner James Discover Sojourner James in a BlackGirlFollowTrain TikTok Q&A. Explore her insights, experiences, and unique perspective. She's SINGLE Magazine Oct 31, 2022 13 min BOLD BOSS INTERVIEWS Q&A: Iva Vucinic, Senior Astrologist and Scientist Dive into the cosmic realm with a Q&A featuring Iva Vucinic, a senior astrologist and scientist. Gain profound insights into astrology and s She's SINGLE Magazine Oct 18, 2022 8 min BOLD BOSS INTERVIEWS Q&A Women in Tech: Alice Chun, Inventor of Solight Designs Get insights from Alice Chun, the inventor of Solight Designs, in our Q&A with a leading woman in tech. She's SINGLE Magazine Sep 9, 2022 6 min BOLD BOSS INTERVIEWS Q&A: Getting Real with Fashion Stylist Cindy Conroy! Explore the world of fashion with an insightful Q&A featuring renowned fashion stylist Cindy Conroy. Get real insights into the industry's d She's SINGLE Magazine Sep 2, 2022 3 min BOLD BOSS INTERVIEWS America the Broken: Speaking with Ardre Orie Delve into a powerful conversation with Ardre Orie as she shares insights on America's challenges. Gain perspective on healing and resilienc She's SINGLE Magazine Jul 22, 2022 4 min BOLD BOSS INTERVIEWS Q&A: Marlo Richardson, Founder of Braymar Wines Explore the world of fine wines with Marlo Richardson, the visionary founder of Braymar Wines, in an insightful Q&A session. She's SINGLE Magazine May 13, 2022 4 min BOLD BOSS INTERVIEWS Q&A: Toby Morgan, Founder & President of LUSCA® Explore an illuminating Q&A session with Toby Morgan, the visionary Founder & President of LUSCA®. Learn about the inspiration and innovatio She's SINGLE Magazine Oct 4, 2021 4 min BOLD BOSS INTERVIEWS Q&A: From Trauma to Triumph: Delphia Brewton Brings Soul and Positive Social Change to Your Table Discover Delphia Brewton's inspiring journey from trauma to triumph, enriching lives and fostering positive change through her soulful work. She's SINGLE Magazine Jun 30, 2021 3 min BOLD BOSS INTERVIEWS Q&A: Author & Women’s Rights Advocate Hikari Fleurr Delve into an insightful Q&A with Hikari Fleurr, an esteemed author and women’s rights advocate. Gain perspectives on literature, activism, She's SINGLE Magazine Nov 2, 2020 4 min BOLD BOSS INTERVIEWS Q&A: Toni Jones - Affirmations for the Grown Ass Woman Discover empowering affirmations for the modern woman in this Q&A with Toni Jones. Elevate your mindset and embrace personal growth with gro

SHE’S SINGLE MEDIA We welcome your comments regarding the stories in She’s SINGLE Magazine! Please contact us using the information found in our latest issue. Subject Line {LETTER to Media} When contacting us, please include your full name, city and state, and daytime phone number. Your letters may be published in an upcoming issue. Submissions may be edited for length and clarity and will not be returned. Please note that we try to respond to every letter we receive, and therefore, regrettably, not all letters can be answered in a timely manner. To advertise in She’s SINGLE Magazine please e-mail marketing@branndet.com . General inquiries and guest/sponsored posts requests please e-mail hello@shessinglemag.com WE DO NOT DO AFFILIATE MARKETING Is there a way to guarantee that I win? The HomeHope Fund is specifically designed to help each person with their goals, whether that is to own a home, pay their rent, or cover closing costs, etc. The HomeHope Fund ensures that each buy-in community member receives a payout at some point once they are committed to investing in the pool on an ongoing basis or until they have received a pool payout. When are the winners announced? ​Winners are announced every 120 days from the buy-in-open date. Can I get a refund if I change my mind? Buy-ins are non-refundable. Please be 100% sure that you are interested in participating. Does the amount I spend increase my chance to win? Yes, we aim to keep things fair across the board. Since the fund is community-based, members are allowed to buy in with amounts up to $10,000, increasing their chances of being selected. However, please note that we have had pool members who donated as little as $150 and won a $15,000 pool. But, we ask everyone to be realistic with their expectations. A minimum buy-in of $150 cannot guarantee a win when someone has a $1,500 buy-in and a pool of $20,000 - $28,000. What is the HomeHope Fund? ​The HomeHope Fund is not a lottery; it is a community of people interested in working together to achieve a common goal: homeownership. Through The HomeHope Fund, you can buy in with as little as $100 and earn the chance to win the pot at the end of our 120-day buy-in period. Some have seen $15,000, and others have won $28,000 (rounding up). Spread the word to increase the prize. All payments are made within 15 days via check. Press Release Download: Does ASIAS Brands take a portion of the prize? Yes, ASIAS Brands receives 30% of the prize payout. Who are the past winners? 10.15.2023 | Ser*** *e*ch, Covina, California, $20,978.88 - Wished to remain anonymous 02.14.2024 | Fletcher Mays, Sudbury, Massachusetts, $18,989.14 06.13.2024 | Jace Brown, Newark, New Jersey, $16,429.73 Are prizes taxable? Yes, all prizes are subject to income taxes. Do I have to be a subscriber to the magazine to participate? No, She's SINGLE Magazine offers a base $10,000 to the pool. You do not have to be a subscriber to participate. How will I be notified if I've won? All participants will be notified via email when the winner is announced. The winner will be notified via phone and email. Please be sure to keep your contact information updated so you do not miss out on important news and updates. If you wish to update your information, you can do so at anytime by contacting Annette: annette.duval@shessinglemag.com I need to talk to customer service? Got it. You can reach a customer service rep right here. Our team is ready to resolve tech issues and assist in helping you upgrade or cancel your membership at any time. What can I get for free? If you aren’t a member, you can read the majority of shessinglemag.com articles for FREE. However, there is some content that you cannot access: exclusive celebrity interviews, videos from She's SINGLE New York and articles from the magazine. What if I am already subscribed to the magazine? Thanks for being a subscriber, Missy! If you are subscribed to the magazine then you have unlimited access to our website. Can I sign up if I live outside the U.S.? Both annual options are available to U.S. and Canada residents only, but anyone with a U.S.-currency based credit card (Amex, Visa, Mastercard, Discover) can subscribe to the monthly digital-only option. What are the 4 types of relationships? There are four basic types of relationships: family relationships, friendships, acquaintanceships, and romantic relationships. Here at shessinglemag.com we explore each type of relationship and equip you with the tools to maneuvering them healthily and happily. Should you tell your partner everything? While communication will forever reign supreme when it comes to dos and don’ts of dating, one thing to keep in mind is that you do not have to tell your partner everything! Things that directly affect him or her, yes, however, keeping some things to yourself can attribute to you retaining some kind of mystery. Also, things should only be disclosed if the intention is to move your relationship along in a positive way. What are the 5 most important things in a relationship Although it maybe hard to believe, all relationships are not the same. Ideally, when entering into a new relationship you should go into it open minded and with boundaries. What is important to you may not be important to someone else. Learn your love language, access the things that make you happy, make a list and then go on the hunt: communication, thoughtfulness, respect, boundaries and trust are most common. How do you know when a man is serious about you? When a man is serious about a woman she will not have to ask nor wonder, he will make it clear. He will want to spend a lot of time with you, look to introduce you to his friends and family members, as well as get to know your friends and family members. Men with bad intentions are easy to spot, you only need to FEEL that something is wrong and always trust your gut.

SHE’S SINGLE MEDIA TERMS AND CONDITIONS FOR INTERNET ADVERTISING FOR MEDIA BUYS ONE YEAR OR LESS The following are certain general terms and conditions governing advertising on websites published by SHE’S SINGLE MEDIA and its affiliates (collectively, SHE’S SINGLE MEDIA and its affiliates are referred to herein as “Media Company”). DEFINITIONS “Ad” means any advertisement provided by Agency on behalf of an Advertiser. “Advertiser” means the advertiser for which Agency is the agent under an applicable IO. “Advertising Materials” means artwork, copy, or active URLs for Ads. “Affiliate” means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity. “Agency” means the advertising agency listed on the applicable IO. “CPA Deliverables” means Deliverables sold on a cost per acquisition basis. “CPC Deliverables” means Deliverables sold on a cost per click basis. “CPL Deliverables” means Deliverables sold on a cost per lead basis. “CPM Deliverables” means Deliverables sold on a cost per thousand impression basis. “Deliverable” or “Deliverables” means the inventory delivered by Media Company (e.g., impressions, clicks, or other desired actions). “IO” means a mutually agreed insertion order that incorporates these Terms, under which Media Company will deliver Ads on Sites for the benefit of Agency or Advertiser. “Media Company” means the publisher listed on the applicable IO. “Media Company Properties” are websites specified on an IO that are owned, operated, or controlled by Media Company. “Network Properties” means websites specified on an IO that are not owned, operated, or controlled by Media Company, but on which Media Company has a contractual right to serve Ads. “Policies” means advertising criteria or specifications made conspicuously available, including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with Media Company’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and Advertising Materials due dates. “Representative” means, as to an entity and/or its Affiliate(s), any director, officer, employee, consultant, contractor, agent, and/or attorney. “Site” or “Sites” means Media Company Properties and Network Properties. “Terms” means these Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version 3.0. “Third Party” means an entity or person that is not a party to an IO; for purposes of clarity, Media Company, Agency, Advertiser, and any Affiliates or Representatives of the foregoing are not Third Parties. “Third Party Ad Server” means a Third Party that will serve and/or track Ads. I.INSERTION ORDERS AND INVENTORY AVAILABILITY a. IO Details. From time to time, Media Company and Agency may execute IOs that will be accepted as set forth in Section I(b). As applicable, each IO will specify: (i) the type(s) and amount(s) of Deliverables, (ii) the price(s) for such Deliverables, (iii) the maximum amount of money to be spent pursuant to the IO, (iv) the start and end dates of the campaign, and (v) the identity of and contact information for any Third Party Ad Server. Other items that may be included are, but are not limited to, reporting requirements, any special Ad delivery scheduling and/or Ad placement requirements, and specifications concerning ownership of data collected. b. Availability; Acceptance. Media Company will make commercially reasonable efforts to notify Agency within two (2) business days of receipt of an IO signed by Agency if the specified inventory is not available. Acceptance of the IO and these Terms will be deemed the earlier of (i) written (which, unless otherwise specified, for purposes of these Terms, will include paper, fax, or e-mail communication) approval of the IO by Media Company and Agency, or (ii) the display of the first Ad impression by Media Company, unless otherwise agreed on the IO. Notwithstanding the foregoing, modifications to the originally submitted IO will not be binding unless approved in writing by both Media Company and Agency. c. Revisions. Revisions to accepted IOs will be made in writing and acknowledged by the other party in writing. II. AD PLACEMENT AND POSITIONING a. Compliance with IO. Media Company will comply with the IO, including all Ad placement restrictions, and, except with respect to sponsorships (e.g., site specials, roadblocks, etc.) and as set forth in Section VI(c), will create a reasonably balanced delivery schedule. Media Company will provide, within the scope of the IO, an Ad to the Site specified on the IO when such Site is visited by an Internet user. Any exceptions will be approved by Agency in writing. b. Changes to Site. Media Company will use commercially reasonable efforts to provide Agency at least 10 business days prior notification of any material changes to the Site that would materially change the target audience or materially affect the size or placement of the Ad specified on the applicable IO. Should such a modification occur with or without notice, as Agency’s and Advertiser’s sole remedy for such change, Agency may cancel the remainder of the affected placement without penalty within the 10-day notice period. If Media Company has failed to provide such notification, Agency may cancel the remainder of the affected placement within 30 days of such modification and, in such case, will not be charged for any affected Ads delivered after such modification. c. Technical Specifications. Media Company will submit or otherwise make electronically accessible to Agency final technical specifications within two (2) business days of the acceptance of an IO. Changes by Media Company to the specifications of already-purchased Ads after that two (2) business day period will allow Advertiser to suspend delivery of the affected Ad for a reasonable time (without impacting the end date, unless otherwise agreed by the parties) in order to (i) send revised Advertising Materials; (ii) request that Media Company resize the Ad at Media Company’s cost, and with final creative approval of Agency, within a reasonable time period to fulfill the guaranteed levels of the IO; (iii) accept a comparable replacement; or (iv) if the parties are unable to negotiate an alternate or comparable replacement in good faith within five (5) business days, immediately cancel the remainder of the affected placement without penalty. d. Editorial Adjacencies. Media Company acknowledges that certain Advertisers may not want their Ads placed adjacent to content that promotes pornography, violence, or the use of firearms, contains obscene language, or falls within another category stated on the IO (“Editorial Adjacency Guidelines”). Media Company will use commercially reasonable efforts to comply with the Editorial Adjacency Guidelines with respect to Ads that appear on Media Company Properties, although Media Company will at all times retain editorial control over the Media Company Properties. For Ads shown on Network Properties, Media Company and Agency agree that Media Company’s sole responsibilities with respect to compliance with these Editorial Adjacency Guidelines will be to obtain contractual representations from its participating network publishers that such publishers will comply with Editorial Adjacency Guidelines on all Network Properties and to provide the remedy specified below to Agency with respect to violations of Editorial Adjacency Guidelines on Network Properties. Should Ads appear in violation of the Editorial Adjacency Guidelines, Advertiser’s sole and exclusive remedy is to request in writing that Media Company remove the Ads and provide makegoods or, if no makegood can be agreed upon, issue a credit to Advertiser equal to the value of such Ads, or not bill Agency for such Ads. In cases where a makegood and a credit can be shown to be commercially infeasible for the Advertiser, Agency and Media Company will negotiate an alternate solution. After Agency notifies Media Company that specific Ads are in violation of the Editorial Adjacency Guidelines, Media Company will make commercially reasonable efforts to correct such violation within 24 hours. If such correction materially and adversely impacts such IO, Agency and Media Company will negotiate in good faith mutually agreed changes to such IO to address such impacts. Notwithstanding the foregoing, Agency and Advertiser each acknowledge and agree that no Advertiser will be entitled to any remedy for any violation of the Editorial Adjacency Guidelines resulting from: (i) Ads placed at locations other than the Sites, or (ii) Ads displayed on properties that Agency or Advertiser is aware, or should be aware, may contain content in potential violation of the Editorial Adjacency Guidelines. For any page on the Site that primarily consists of user-generated content, the preceding paragraph will not apply. Instead, Media Company will make commercially reasonable efforts to ensure that Ads are not placed adjacent to content that violates the Site’s terms of use. Advertiser’s and Agency’s sole remedy for Media Company’s breach of such obligation will be to submit written complaints to Media Company, which will review such complaints and remove user-generated content that Media Company, in its sole discretion, determines is objectionable or in violation of such Site’s terms of use. III. PAYMENT AND PAYMENT LIABILITY a. Invoices. The initial invoice will be sent by Media Company upon completion of the first month’s delivery, or within 30 days of completion of the IO, whichever is earlier. Invoices will be sent to Agency’s billing address as set forth on the IO and will include information reasonably specified by Agency, such as the IO number, Advertiser name, brand name or campaign name, and any number or other identifiable reference stated as required for invoicing on the IO. All invoices (other than corrections of previously provided invoices) pursuant to the IO will be sent within 90 days of delivery of all Deliverables. Media Company acknowledges that failure by Media Company to send an invoice within such period may cause Agency to be contractually unable to collect payment from the Advertiser. If Media Company sends the invoice after the 90-day period and the Agency either has not received the applicable funds from the Advertiser or does not have the Advertiser’s consent to dispense such funds, Agency will use commercially reasonable efforts to assist Media Company in collecting payment from the Advertiser or obtaining Advertiser’s consent to dispense funds. Upon request from the Agency, Media Company should provide proof of performance for the invoiced period, which may include access to online or electronic reporting, as addressed in these Terms, subject to the notice and cure provisions of Section IV. Media Company should invoice Agency for the services provided on a calendar-month basis with the net cost (i.e., the cost after subtracting Agency commission, if any) based on actual delivery, flat-fee, or based on prorated distribution of delivery over the term of the IO, as specified on the applicable IO. b. Payment Date. Agency will make payment 20 days from its receipt of invoice, or as otherwise stated in a payment schedule set forth in the IO. Media Company may notify Agency that it has not received payment in such 20-day period and whether it intends to seek payment directly from Advertiser pursuant to Section III(c), below, and Media Company may do so five (5) business days after providing such notice. c. Payment Liability. The Advertiser and Agency are jointly and severally liable for payment of all invoices for Ads placed in accordance with the IO. Agency agrees to make every reasonable effort to collect and clear payment from Advertiser on a timely basis. Agency’s credit is established on a client-by-client basis. If Advertiser proceeds have not cleared for the IO, other advertisers from Agency will not be prohibited from advertising on the Site due to such non-clearance if such other advertisers’ credit is not in question. Upon request, Agency will make available to Media Company written confirmation of the relationship between Agency and Advertiser. This confirmation should include, for example, Advertiser’s acknowledgement that Agency is its agent and is authorized to act on its behalf in connection with the IO and these Terms. In addition, upon the request of Media Company, Agency will confirm whether Advertiser has paid to Agency in advance funds sufficient to make payments pursuant to the IO. If Advertiser’s or Agency’s credit is or becomes impaired, Media Company may require payment in advance. IV. REPORTING a. Confirmation of Campaign Initiation. Media Company will, within two (2) business days of the start date on the IO, provide confirmation to Agency, either electronically or in writing, stating whether the components of the IO have begun delivery. b. Media Company Reporting. If Media Company is serving the campaign, Media Company will make reporting available at least as often as weekly, either electronically or in writing, unless otherwise specified on the IO. Reports will be broken out by day and summarized by creative execution, content area (Ad placement), impressions, clicks, spend/cost, and other variables as may be defined on the IO (e.g., keywords). Once Media Company has provided the online or electronic report, it agrees that Agency and Advertiser are entitled to reasonably rely on it, subject to provision of Media Company’s invoice for such period. c. Makegoods for Reporting Failure. If Media Company fails to deliver an accurate and complete report by the time specified, Agency may initiate makegood discussions pursuant to Section VI, below. If Agency informs Media Company that Media Company has delivered an incomplete or inaccurate report, or no report at all, Media Company will cure such failure within five (5) business days of receipt of such notice. Failure to cure may result in nonpayment for all activity for which data is incomplete or missing until Media Company delivers reasonable evidence of performance; such report will be delivered within 30 days of Media Company’s knowledge of such failure or, absent such knowledge, within 180 days of delivery of all Deliverables. V. CANCELLATION AND TERMINATION a. Without Cause. Unless designated on the IO as non-cancelable, Advertiser may cancel the entire IO, or any portion thereof, as follows: i. With 14 days’ prior written notice to Media Company, without penalty, for any guaranteed Deliverable, including, but not limited to, CPM Deliverables. For clarity and by way of example, if Advertiser cancels the guaranteed portions of the IO eight (8) days prior to serving of the first impression, Advertiser will only be responsible for the first six (6) days of those Deliverables. ii. With seven (7) days’ prior written notice to Media Company, without penalty, for any non-guaranteed Deliverable, including, but not limited to, CPC Deliverables, CPL Deliverables, or CPA Deliverables, as well as some non-guaranteed CPM Deliverables. iii. With 30 days’ prior written notice to Media Company, without penalty, for any flat fee- based or fixed-placement Deliverable, including, but not limited to, roadblocks, time- based or share-of-voice buys, and some types of cancelable sponsorships. iv. Advertiser will remain liable to Media Company for amounts due for any custom content or development (“Custom Material”) provided to Advertiser or completed by Media Company or its third-party vendor prior to the effective date of termination. For IOs that contemplate the provision or creation of Custom Material, Media Company will specify the amounts due for such Custom Material as a separate line item. Advertiser will pay for such Custom Material within 30 days from receiving an invoice therefore. b. For Cause. Either Media Company or Agency may terminate an IO at any time if the other party is in material breach of its obligations hereunder, which breach is not cured within 10 days after receipt of written notice thereof from the non-breaching party, except as otherwise stated in these Terms with regard to specific breaches. Additionally, if Agency or Advertiser breaches its obligations by violating the same Policy three times (and such Policy was provided to Agency or Advertiser) and receives timely notice of each such breach, even if Agency or Advertiser cures such breaches, then Media Company may terminate the IO or placements associated with such breach upon written notice. If Agency or Advertiser does not cure a violation of a Policy within the applicable 10-day cure period after written notice, where such Policy had been provided by Media Company to Agency, then Media Company may terminate the IO and/or placements associated with such breach upon written notice. c. Short Rates. Short rates will apply to canceled buys to the degree stated on the IO. VI. MAKEGOODS a. Notification of Under-delivery. Media Company will monitor delivery of the Ads, and will notify Agency either electronically or in writing as soon as possible (and no later than 14 days before the applicable IO end date unless the length of the campaign is less than 14 days) if Media Company believes that an under-delivery is likely. In the case of a probable or actual under-delivery, Agency and Media Company may arrange for a makegood consistent with these Terms. b. Makegood Procedure. If actual Deliverables for any campaign fall below guaranteed levels, as set forth on the IO, and/or if there is an omission of any Ad (placement or creative unit), Agency and Media Company will use commercially reasonable efforts to agree upon the conditions of a makegood flight, either on the IO or at the time of the shortfall. If no makegood can be agreed upon, Agency may execute a credit equal to the value of the under-delivered portion of the IO for which it was charged. If Agency or Advertiser has made a cash prepayment to Media Company, specifically for the campaign IO for which under-delivery applies, then, if Agency and/or Advertiser is reasonably current on all amounts owed to Media Company under any other agreement for such Advertiser, Agency may not elect to receive a refund. In no event will Media Company provide a makegood or extend any Ad beyond the period set forth on the IO without the prior written consent of Agency. c. Unguaranteed Deliverables. If an IO contains CPA Deliverables, CPL Deliverables, or CPC Deliverables, the predictability, forecasting, and conversions for such Deliverables may vary and guaranteed delivery, even delivery, and makegoods are not available. VII. BONUS IMPRESSIONS a. With Third Party Ad Server. Where Agency uses a Third-Party Ad Server, Media Company will not bonus more than 10% above the Deliverables specified on the IO without the prior written consent of Agency. Permanent or exclusive placements will run for the specified period of time regardless of over-delivery, unless the IO establishes an impression cap for Third Party Ad Server activity. Agency will not be charged by Media Company for any additional Deliverables above any level guaranteed or capped on the IO. If a Third Party Ad Server is being used and Agency notifies Media Company that the guaranteed or capped levels stated on the IO have been reached, Media Company will use commercially reasonable efforts to suspend delivery and, within 48 hours of receiving such notice, Media Company may either (i) serve any additional Ads itself or (ii) be held responsible for all applicable incremental Ad serving charges incurred by Advertiser but only (A) after such notice has been provided, and (B) to the extent such charges are associated with over delivery by more than 10% above such guaranteed or capped levels. b. No Third Party Ad Server. Where Agency does not use a Third Party Ad Server, Media Company may bonus as many ad units as Media Company chooses unless otherwise indicated on the IO. Agency will not be charged by Media Company for any additional Deliverables above any level guaranteed on the IO. VIII. FORCE MAJEURE a. Generally. Excluding payment obligations, neither Agency nor Media Company will be liable for delay or default in the performance of its respective obligations under these Terms if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes (“Force Majeure event”); in addition, a major news event will also constitute a Force Majeure event. If Media Company suffers such a delay or default, Media Company will make reasonable efforts within five (5) business days to recommend a substitute transmission for the Ad or time period for the transmission. If no such substitute time period or makegood is reasonably acceptable to Agency, Media Company will allow Agency a pro rata reduction in the space, time, and/or program charges hereunder in the amount of money assigned to the space, time, and/or program charges at time of purchase. In addition, Agency will have the benefit of the same discounts that would have been earned had there been no default or delay. b. Related to Payment. If Agency’s ability to transfer funds to third parties has been materially negatively impacted by an event beyond the Agency’s reasonable control, including, but not limited to, failure of banking clearing systems or a state of emergency, then Agency will make every reasonable effort to make payments on a timely basis to Media Company, but any delays caused by such condition will be excused for the duration of such condition. Subject to the foregoing, such excuse for delay will not in any way relieve Agency from any of its obligations as to the amount of money that would have been due and paid without such condition. c. Cancellation. If a Force Majeure event has continued for five (5) business days, Media Company and/or Agency has the right to cancel the remainder of the IO without penalty. IX. AD MATERIALS a. Submission. Agency will submit Advertising Materials pursuant to Section II(c) in accordance with Media Company’s then-existing Policies. Media Company’s sole remedies for a breach of this provision are set forth in Section V(c), above, Sections IX (c) and (d), below, and Sections X (b) and (c), below. b. Late Creative. If Advertising Materials are not received by the IO start date, Media Company will begin to charge the Advertiser on the IO start date on a pro rata basis based on the full IO, excluding portions consisting of performance-based, non-guaranteed inventory, for each full day the Advertising Materials are not received. If Advertising Materials are late based on the Policies, Media Company is not required to guarantee full delivery of the IO. Media Company and Agency will negotiate a resolution if Media Company has received all required Advertising Materials in accordance with Section IX(a) but fails to commence a campaign on the IO start date. c. Compliance. The Ads and Advertising Materials are subject to Media Company’s prior approval and continuing right to reject, suspend the access of, or require editing of such materials. Without limiting the generality of the foregoing, Media Company reserves the right within its discretion to reject or remove from its Site any Ads for which the Advertising Materials, software code associated with the Advertising Materials (e.g. pixels, tags, JavaScript), or the website to which the Ad is linked do not comply with its Policies, or that in Media Company’s sole reasonable judgment, do not comply with any applicable law, regulation, or other judicial or administrative order. In addition, Media Company reserves the right within its discretion to reject or remove from its Site any Ads for which the Advertising Materials or the website to which the Ad is linked are, or may tend to bring, disparagement, ridicule, or scorn upon Media Company or any of its Affiliates (as defined below), provided that if Media Company has reviewed and approved such Ads prior to their use on the Site, Media Company will not immediately remove such Ads before making commercially reasonable efforts to acquire mutually acceptable alternative Advertising Materials from Agency. d. Damaged Creative. If Advertising Materials provided by Agency are damaged, not to Media Company’s specifications, or otherwise unacceptable, Media Company will use commercially reasonable efforts to notify Agency within two (2) business days of its receipt of such Advertising Materials. e. No Modification. Media Company will not edit or modify the submitted Ads in any way, including, but not limited to, resizing the Ad, without Agency’s approval. Media Company will use all Ads in strict compliance with these Terms and any written instructions provided on the IO. f. Ad Tags. When applicable, Third Party Ad Server tags will be implemented so that they are functional in all aspects. g. Trademark Usage. Media Company, on the one hand, and Agency and Advertiser, on the other, will not use the other’s trade name, trademarks, logos, or Ads in any public announcement (including, but not limited to, in any press release) regarding the existence or content of these Terms or an IO without the other’s prior written approval. h. Advertiser and Agency represent that (i) all Advertising Materials shall comply with any industry codes or rules by which Advertiser may be bound and all applicable laws, rules, regulations and governmental or administrative order (including, without limitation, OBA self-regulatory principles and the Children’s Online Privacy Protection Act in connection with any information collected by Advertiser); (ii) the Advertising Materials shall not contain spyware, adware, or any other software designed to covertly gather user information or behavior or which collects or uses data, content or information from Media Company’s systems; (iii) the Advertising Materials shall not contain unauthorized embedded interactive triggers or other software that automatically diverts users from any Media Company site/syndication location or service; (iv) all Ad Materials are accurate and that all claims contained therein have been substantiated; (v) any personally identifiable information (“PII”) that Advertiser obtains, provides, uses or otherwise comes to possess under an IO shall be collected, stored, maintained, transferred, and discarded via adequate security protections, procedures and protocols, and will not be disclosed to the public or any unauthorized third parties; (vi) Advertiser shall comply with all applicable notification laws and requirements in the event PII in its possession is improperly disclosed to the public, or is otherwise affected by a security failure; and (vii) all email communications Advertiser creates or sends pursuant to or as a result of this IO shall comply with all state and federal privacy and other applicable laws and regulations. i. Contribution to, creation or approval of the Advertising Materials by Media Company shall not limit Advertiser’s indemnification obligations as set forth in Section X. X. INDEMNIFICATION a. By Media Company. Media Company will defend, indemnify, and hold harmless Agency, Advertiser, and each of its Affiliates and Representatives from damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) resulting from any claim, judgment, or proceeding (collectively, “Claims”) brought by a Third Party and resulting from (i) Media Company’s alleged breach of Section XII or of Media Company’s representations and warranties in Section XIV(a), (ii) Media Company’s display or delivery of any Ad in breach of Section II(a) or Section IX(e), or (iii) Advertising Materials provided by Media Company for an Ad (and not by Agency, Advertiser, and/or each of its Affiliates and/or Representatives) (“Media Company Advertising Materials”) that: (A) violate any applicable law, regulation, judicial or administrative action, or the right of a Third Party; or (B) are defamatory or obscene. Notwithstanding the foregoing, Media Company will not be liable for any Losses resulting from Claims to the extent that such Claims result from (1) Media Company’s customization of Ads or Advertising Materials based upon detailed specifications, materials, or information provided by the Advertiser, Agency, and/or each of its Affiliates and/or Representatives, or (2) a user viewing an Ad outside of the targeting set forth on the IO, which viewing is not directly attributable to Media Company’s serving such Ad in breach of such targeting. b. By Advertiser. Advertiser will defend, indemnify, and hold harmless Media Company and each of its Affiliates and Representatives from Losses resulting from any Claims brought by a Third Party resulting from (i) Advertiser’s alleged breach of Section XII or of Advertiser’s representations and warranties in Section IX(h) or XIV(a), (ii) Advertiser’s violation of Policies (to the extent the terms of such Policies have been provided (e.g., by making such Policies available by providing a URL) via email or other affirmative means, to Agency or Advertiser at least 14 days prior to the violation giving rise to the Claim), (iii) the content or subject matter of any Ad or Advertising Materials to the extent used by Media Company in accordance with these Terms or an IO, or (iv) the pages and sites to which the Ads link. c. By Agency. Agency represents and warrants that it has the authority as Advertiser’s agent to bind Advertiser to these Terms and each IO, and that all of Agency’s actions related to these Terms and each IO will be within the scope of such agency. Agency will defend, indemnify, and hold harmless Media Company and each of its Affiliates and Representatives from Losses resulting from (i) Agency’s alleged breach of the foregoing sentence, or (ii) Claims brought by a Third Party alleging that Agency has breached its express, Agency-specific obligations under Section XII. d. Procedure. The indemnified party(s) will promptly notify the indemnifying party of all Claims of which it becomes aware (provided that a failure or delay in providing such notice will not relieve the indemnifying party’s obligations except to the extent such party is prejudiced by such failure or delay), and will: (i) provide reasonable cooperation to the indemnifying party at the indemnifying party’s expense in connection with the defense or settlement of all Claims; and (ii) be entitled to participate at its own expense in the defense of all Claims. The indemnified party(s)agrees that the indemnifying party will have sole and exclusive control over the defense and settlement of all Claims; provided, however, the indemnifying party will not acquiesce to any judgment or enter into any settlement, either of which imposes any obligation or liability on an indemnified party(s) without its prior written consent. XI. LIMITATION OF LIABILITY Excluding Agency’s, Advertiser’s, and Media Company’s respective obligations under Section X, damages that result from a breach of Section XII, or intentional misconduct by Agency, Advertiser, or Media Company, in no event will any 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 another party arising out of an IO, even if such party has been advised of the possibility of such damages. XII: NON-DISCLOSURE, DATA USAGE AND OWNERSHIP, PRIVACY AND LAWS a. Definitions and Obligations. “Confidential Information” will include (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. Without limiting the foregoing, Discloser and Recipient agree that each Discloser’s contribution to IO Details (as defined below) shall be considered such Discloser’s Confidential Information. Recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. Recipient shall not disclose Confidential Information to anyone except an employee, agent, Affiliate, or third party who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section. Recipient will not use Discloser’s Confidential Information other than as provided for on the IO. b. Exceptions. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” will not include information which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of Recipient; (iii) was rightfully in Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to Recipient by Discloser; (iv) was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidentiality. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange, or as necessary to establish the rights of either party under these Terms; provided, however, that both Discloser and Recipient will stipulate to any orders necessary to protect such information from public disclosure. c. Additional Definitions. As used herein the following terms shall have the following definitions: i. “User Volunteered Data” is personally identifiable information collected from individual users by Media Company during delivery of an Ad pursuant to the IO, but only where it is expressly disclosed to such individual users that such collection is solely on behalf of Advertiser. ii. “IO Details” are details set forth on the IO but only when expressly associated with the applicable Discloser, including, but not limited to, Ad pricing information, Ad description, Ad placement information, and Ad targeting information. iii. “Performance Data” is data regarding a campaign gathered during delivery of an Ad pursuant to the IO (e.g., number of impressions, interactions, and header information), but excluding Site Data or IO Details. iv. “Site Data” is any data that is (A) preexisting Media Company data used by Media Company pursuant to the IO; (B) gathered pursuant to the IO during delivery of an Ad that identifies or allows identification of Media Company, Media Company’s Site, brand, content, context, or users as such; or (C) entered by users on any Media Company Site other than User Volunteered Data. v. “Collected Data” consists of IO Details, Performance Data, and Site Data. vi. “Repurposing” means retargeting a user or appending data to a non-public profile regarding a user for purposes other than performance of the IO. vii.“Aggregated” means a form in which data gathered under an IO is combined with data from numerous campaigns of numerous Advertisers and precludes identification, directly or indirectly, of an Advertiser. d. Use of Collected Data. i. Unless otherwise authorized by Media Company, Advertiser will not: (A) use Collected Data for Repurposing; provided, however, that Performance Data may be used for Repurposing so long as it is not joined with any IO Details or Site Data; (B) disclose IO Details of Media Company or Site Data to any Affiliate or Third Party except as set forth in Section XII(d)(iii). ii. Unless otherwise authorized by Agency or Advertiser, Media Company will not: (A) use or disclose IO Details of Advertiser, Performance Data, or a user’s recorded view or click of an Ad, each of the foregoing on a non-Aggregated basis, for Repurposing or any purpose other than performing under the IO, compensating data providers in a way that precludes identification of the Advertiser, or internal reporting or internal analysis; or (B) use or disclose any User Volunteered Data in any manner other than in performing under the IO. iii. Advertiser, Agency, and Media Company (each a “Transferring Party”) will require any Third Party or Affiliate used by the Transferring Party in performance of the IO on behalf of such Transferring Party to be bound by confidentiality and non-use obligations at least as restrictive as those on the Transferring Party, unless otherwise set forth in the IO. e. User Volunteered Data. All User Volunteered Data is the property of Advertiser, is subject to the Advertiser’s posted privacy policy, and is considered Confidential Information of Advertiser. Any other use of such information will be set forth on the IO and signed by both parties. f. Privacy Policies. Agency, Advertiser, and Media Company will post on their respective Web sites their privacy policies and adhere to their privacy policies, which will abide by applicable laws. Failure by Media Company, on the one hand, or Agency or Advertiser, on the other, to continue to post a privacy policy, or non-adherence to such privacy policy, is grounds for immediate cancellation of the IO by the other party. g. Compliance with Law. Agency, Advertiser, and Media Company will at all times comply with all federal, state, and local laws, ordinances, regulations, and codes which are applicable to their performance of their respective obligations under the IO. h. Agency Use of Data. Agency will not: (i) use Collected Data unless Advertiser is permitted to use such Collected Data, nor (ii) use Collected Data in ways that Advertiser is not allowed to use such Collected Data. Notwithstanding the foregoing or anything to the contrary herein (except as set forth in the ultimate sentence of this Section XII(h)), the restrictions on Advertiser in Section XII(d)(i) shall not prohibit Agency from (A) using Collected Data on an Aggregated basis for internal media planning purposes only (but not for Repurposing), or (B) disclosing qualitative evaluations of Aggregated Collected Data to its clients and potential clients, and Media Companies on behalf of such clients or potential clients, for the purpose of media planning. Notwithstanding the foregoing, Agency may only use data identifying users as users of a Site in a form in which such user data is combined with data relating to users from numerous campaigns of numerous sites. XIII. THIRD PARTY AD SERVING AND TRACKING (Applicable if Third Party Ad Server is used) a. Ad Serving and Tracking. Media Company will track delivery through its ad server and, provided that Media Company has approved in writing a Third-Party Ad Server to run on its properties, Agency will track delivery through such Third-Party Ad Server. Agency may not substitute the specified Third-Party Ad Server without Media Company’s prior written consent. b. Controlling Measurement. If both parties are tracking delivery, the measurement used for invoicing advertising fees under an IO (“Controlling Measurement”) will be determined as follows: i. Except as specified in Section XIII(b)(iii), the Controlling Measurement will be taken from an ad server that is certified as compliant with the IAB/AAAA Ad Measurement Guidelines (the “IAB/AAAA Guidelines”). ii. If both ad servers are compliant with the IAB/AAAA Guidelines, the Controlling Measurement will be the Third Party Ad Server if such Third Party Ad Server provides an automated, daily reporting interface which allows for automated delivery of relevant and non-proprietary statistics to Media Company in an electronic form that is approved by Media Company; provided, however, that Media Company must receive access to such interface in the timeframe set forth in Section XIII(c), below. iii. If neither party’s ad server is compliant with the IAB/AAAA Guidelines or the requirements in subparagraph (ii), above, cannot be met, the Controlling Measurement will be based on Media Company’s ad server, unless otherwise agreed by Agency and Media Company in writing. c. Ad Server Reporting Access. As available, the party responsible for the Controlling Measurement will provide the other party with online or automated access to relevant and non-proprietary statistics from the ad server within one (1) day after campaign launch. The other party will notify the party with Controlling Measurement if such party has not received such access. If such online or automated reporting is not available, the party responsible for the Controlling Measurement will provide placement-level activity reports to the other party in a timely manner, as mutually agreed to by the parties or as specified in Section IV(b), above, in the case of Ads being served by Media Company. If both parties have tracked the campaign from the beginning and the party responsible for the Controlling Measurement fails to provide such access or reports as described herein, then the other party may use or provide its ad server statistics as the basis of calculating campaign delivery for invoicing. Notification may be given that access, such as login credentials or automated reporting functionality integration, applies to all current and future IOs for one or more Advertisers, in which case new access for each IO is not necessary. d. Discrepant Measurement. If the difference between the Controlling Measurement and the other measurement exceeds 10% over the invoice period and the Controlling Measurement is lower, the parties will facilitate a reconciliation effort between Media Company and Third Party Ad Server measurements. If the discrepancy cannot be resolved and a good faith effort to facilitate the reconciliation has been made, Agency reserves the right to either: i. Consider the discrepancy an under-delivery of the Deliverables as described in Section VI(b), whereupon the parties will act in accordance with that Section, including the requirement that Agency and Media Company make an effort to agree upon the conditions of a makegood flight and delivery of any makegood will be measured by the Third Party Ad Server, or ii. Pay invoice based on Controlling Measurement-reported data, plus a 10% upward adjustment to delivery. e. Measurement Methodology. Media Company will make reasonable efforts to publish, and Agency will make reasonable efforts to cause the Third Party Ad Server to publish, a disclosure in the form specified by the AAAA and IAB regarding their respective ad delivery measurement methodologies with regard to compliance with the IAB/AAAA Guidelines. f. Third Party Ad Server Malfunction. Where Agency is using a Third Party Ad Server and that Third Party Ad Server cannot serve the Ad, Agency will have a one-time right to temporarily suspend delivery under the IO for a period of up to 72 hours. Upon written notification by Agency of a non-functioning Third Party Ad Server, Media Company will have 24 hours to suspend delivery. Following that period, Agency will not be held liable for payment for any Ad that runs within the immediately following 72-hour period until Media Company is notified that the Third Party Ad Server is able to serve Ads. After the 72-hour period passes and Agency has not provided written notification that Media Company can resume delivery under the IO, Advertiser will pay for the Ads that would have run, or are run, after the 72-hour period but for the suspension, and can elect Media Company to serve Ads until the Third Party Ad Server is able to serve Ads. If Agency does not so elect for Media Company to serve the Ads until Third Party Ad Server is able to serve Ads, Media Company may use the inventory that would have been otherwise used for Media Company’s own advertisements or advertisements provided by a Third Party. g. Third Party Ad Server Fixed. Upon notification that the Third Party Ad Server is functioning, Media Company will have 72 hours to resume delivery. Any delay in the resumption of delivery beyond this period, without reasonable explanation, will result in Media Company owing a makegood to Agency. XVI. MISCELLANEOUS a. Necessary Rights. Media Company represents and warrants that Media Company has all necessary permits, licenses, and clearances to sell the Deliverables specified on the IO subject to these Terms. Advertiser represents and warrants that Advertiser has all necessary licenses and clearances to use the content contained in the Ads and Advertising Materials as specified on the IO and subject to these Terms, including any applicable Policies. b. Assignment. Neither Agency nor Advertiser may resell, assign, or transfer any of its rights or obligations hereunder, and any attempt to resell, assign or transfer such rights or obligations without Media Company’s prior written approval will be null and void. All terms and conditions in these Terms and each IO will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors, and assigns. c. Entire Agreement. Each IO (including the Terms) will constitute the entire agreement of the parties with respect to the subject matter thereof and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the IO. The IO may be executed in counterparts, each of which will be an original, and all of which together will constitute one and the same document. d. Conflicts; Governing Law; Amendment. In the event of any inconsistency between the terms of an IO and these Terms, the terms of the IO will prevail. All IOs will be governed by the laws of the State of New York. Media Company and Agency (on behalf of itself and Advertiser) agree that any claims, legal proceedings, or litigation arising in connection with the IO (including these Terms) will be brought solely in New York, New York, and the parties consent to the jurisdiction of such courts. No modification of these Terms will be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect. All rights and remedies hereunder are cumulative. e. Notice. Any notice required to be delivered hereunder will be deemed delivered three days after deposit, postage paid, in U.S. mail, return receipt requested, one business day if sent by overnight courier service, and immediately if sent electronically or by fax. All notices to Media Company and Agency will be sent to the contact as noted on the IO with a copy to the Legal Department. All notices to Advertiser will be sent to the address specified on the IO. f. Survival. Sections III, VI, X, XI, XII, and XIV will survive termination or expiration of these Terms, and Section IV will survive for 30 days after the termination or expiration of these Terms. In addition, each party will promptly return or destroy the other party’s Confidential Information upon written request and remove Advertising Materials and Ad tags upon termination of these Terms. g. Headings. Section or paragraph headings used in these Terms are for reference purposes only, and should not be used in the interpretation hereof.