Sortable
Terms & Conditions

These OAO Sortable Terms and Conditions (the “Terms”) govern, together with the terms and conditions of the Sortable Addendum (the “Addendum”) to the OAO Services Agreement (the “Services Agreement”), Company’s use of the Sortable Technology.  Capitalized terms used herein and not otherwise defined in these Terms shall have the meanings ascribed to them in the Addendum.

Use of the Sortable Technology is subject to the following provisions:

The Campaigns are intended to utilize Company’s advertising inventory (the “Inventory”) available on the Company’s Sites.  With respect to any Campaigns or other use of the Sortable Technology, Company will not, and will not knowingly or negligently allow any third party to (a) modify, obscure or prevent the display of all, or any part of, any Campaigns; (b) implement any click tracking or other monitoring of Campaigns; (c) display any Campaigns in pop-ups, pop-unders or other similar methods or by any other means; (d) interfere with the display of or frame any Company’s Sites or any page accessed by clicking on any Campaigns; (e) display any content between any Campaigns and any page accessed by clicking on those Campaigns; (f) directly or indirectly (i) offer incentives to or otherwise allow or require end users of the Company’s Sites to generate queries or impressions of or clicks on Campaigns through any automated, deceptive, fraudulent or other means (including, without limitation, click spam, robots, macro programs and Internet agents), or (ii) generate or modify impressions or clicks on Campaigns or perform or allow any other actions that are tracked and may serve as a basis for payment or analysis with respect to any Campaigns; (g) “crawl,” “spider,” index or in any non-transitory manner store or cache information obtained from the use of the Sortable Technology; (h) engage in any misleading, fraudulent or deceptive conduct or pass incomplete or incorrect information or data with respect to Inventory; (i) engage in any commercial SMS/text messaging; (j) set, read, write, modify, or delete any cookie on any domain not owned, operated or controlled by Company or otherwise have authorization to modify; (k) collect or use data provided by, from, or related to a third-party purchaser of Inventory or advertiser for purposes of re-targeting, creating, supplementing or amending user or Inventory profiles, or amending interest categories, or syndication or other distribution to third parties, unless such data collection and usage are authorized by or on behalf of the applicable third party; (l) disclose any data (e.g., bidding, pricing, volume) obtained through use of the Sortable Technology without the written consent of the purchaser of the Inventory, except in connection with reporting of a Campaign; (m) place Sortable’s ad tags and code on any of Company’s Sites other than the Company’s Sites that have been approved by Sortable in writing; or (n) interfere or attempt to interfere with the proper working of the Sortable Technology.

While the Sortable Agreement grants OAO a non-exclusive right to access and use the Sortable Technology, all right, title and interest in and to the Sortable Technology remains with and belongs exclusively to Sortable.  Company shall have the right to use the Sortable Technology but shall not: (i) have any right to access or disclose the Sortable Technology to any person or entity; (ii) alter, enhance, modify in any manner, or make derivative works, in whole or in part, of the Sortable Technology; (iii) promote any software piracy systems, hacking, emulators or similar activities, or copy, distribute, reproduce, reverse engineer, reverse assemble, disassemble, decipher, or otherwise decompile or deconstruct the Sortable Technology (including, without limitation, the Sortable platform, ad tags or other intellectual property) or attempt to gain unauthorized access to the Sortable Technology or its respective related systems or networks for any purpose; (iv) use or attempt to use the Sortable Technology in contravention of Sortable’s or OAO’s privacy or other service policy or any federal, state, local, foreign, or other applicable law, rules, or regulations of any governmental, regulatory or administrative organization; (v) interfere with or disrupt the integrity or performance of the Sortable Technology or the data contained therein (including, without limitation, blocking any safety detection methods), or introduce into the Sortable Technology any virus or other code or routine intended to disrupt or damage the Sortable Technology or alter, damage or delete any information contained therein; (vi) license, sublicense, sell, resell, rent, lease, lend, transfer, assign, distribute, time share or otherwise commercially exploit or make the Sortable Technology available to any third party without the prior written consent of OAO; (vii) otherwise act in an unlawful, fraudulent, malicious, or negligent manner when utilizing the Sortable Technology; (viii) pass, assist or knowingly permit any person to pass, information to OAO or any third party that OAO or a third party could use or recognize as personally identifiable information or which is deemed sensitive by any applicable Privacy Requirements (as hereinafter defined); (ix) modify, remove, or obscure any proprietary notices or legends that appear in connection with the use of the Sortable Technology; (x) create or attempt to create a substitute or similar Sortable Technology through use of or access to the Sortable Technology or proprietary information related thereto; or (xi) use the Sortable Technology in violation of any published policies of Sortable.  Company assumes full responsibility for any use of the Sortable Technology by any of its employees, whether or not such parties are actually authorized by Company to use the Sortable Technology, and for ensuring that all such users abide by and comply with these Terms and the terms of the Addendum. Company shall not access or use or attempt to access or use the Sortable Technology by means of any automated program, expert system, electronic agent, or "bot."

OAO and/or Sortable (i) may be members of and/or adhere to the self-regulatory principles (“SRPs”) of the Network Advertising Initiative (“NAI”), Digital Advertising Alliance, European Interactive Digital Advertising Alliance and other organizations performing similar functions, and (ii) are subject to all applicable laws relating to the privacy rights of end users, including, without limitation, the European Union General Data Protection Regulation (“GDPR”) and the California Consumer Privacy Act.  Company represents and warrants that Company will at all times (a) have a clearly labeled and easily accessible (via a prominent link on Company’s Sites) privacy policy in place that complies with the Privacy Requirements of either (x) the end user’s jurisdiction, or (y) if there are no such requirements, with the Company’s jurisdiction, relating to each of the Company’s Sites and that discloses, among other matters, that Company allows third parties to serve ads on Company’s Sites and the collection of end user data by third parties (including non-personally identifiable information such as browser type, time and date, browsing or transaction activity, subject of advertisements clicked or scrolled over, or a platform-provided identifier during user’s visits to Company’s Sites that assists advertisers, among other things, in providing advertisements about products and services that may be of interest to the end user), (b) provide end users of each of the Company’s Sites with clear and comprehensive information about cookies, web beacons and other information stored or accessed on the end user’s device in connection with the use of the Sortable Technology, including information about the end users’ options for cookie management, a description of the information collected and how, and for what purpose, data collected will be used or transmitted to third parties, (c) ensure that the Company’s Sites provide a mechanism for obtaining and that an end user gives express consent under all Privacy Requirements to the storing and accessing of cookies and other information on the end user’s device in connection with the use of the Sortable Technology, (d) provide end users of each of Company’s Sites with a clear and specific opt-out mechanism which shall include a specific link to the NAI’s opt-out page accessible via its consumer website at www.networkadvertising.org or to another SRPs opt-out page (e.g., http://www.aboutads.info, http://www.youronlinechoices.eu), and (e) be in compliance with all applicable laws relating to online advertising, privacy and data collection.  For mobile applications, the opt-out mechanism shall describe how the end user can access a privacy device setting.  If Company collects, processes or discloses information that identifies or is capable of identifying with reasonable specificity the actual physical location of an end user or device for advertising purposes, Company’s Sites shall obtain express (opt-in) consent from end users and Company’s Sites shall prominently post a notice to end users that the end user’s location may be shared with third parties and the purposes for which such information may be used.  For purposes hereof, “Privacy Requirements” shall mean all applicable SRPs, laws, governmental regulations and court or government agency orders, decrees and policies relating to privacy rights or the delivery of marketing and advertising communications, written agreements between OAO and/or Sortable with non-governmental certification or self-regulatory bodies, Sortable’s posted privacy policy and, for any mobile applications, the terms of service for the applicable mobile operating system. 

Sortable may collect, use and disclose data that does not identify an individual, corporation or other entity, for all practical purposes, when used alone or combined with other available information (collectively, the “Non-Identifiable Data”) to (i) perform the services under the Sortable Agreement and (2) perform analytics for general business purposes using aggregated Non-Identifiable Data from multiple sources.  Company authorizes Sortable and authorizes Sortable to instruct each entity that acts as a subprocessor of Personal Data (as such term is defined in the GDPR) to (i) collect or otherwise receive Personal Data including through the use of cookies; (ii) process Personal Data for the purposes contemplated by the Sortable Agreement and as described in the Sortable privacy policy located at www.sortable.cm/privacy, and (iii) transfer Personal Data to any country or territory, as reasonably necessary for the provision of the services by Sortable and consistent with the Sortable. Company shall maintain a record and notify Sortable of all consent and withdrawal of consent of end users in accordance with all Privacy Requirements Agreement. 

Company represents, warrants, and covenants that neither the Company’s Sites nor any data (including, without limitation, advertisements) furnished by Company to OAO or Sortable in connection with the Sortable Technology do not and shall not contain any content, material, advertising or services that violates any applicable law or regulation or infringes upon any right of any person, including, without limitation, export laws, or any proprietary, contract, moral, or privacy right or any other third party right, will not be personal web pages or blank pages with no content, and that such data and the Company’s Sites will not contain any content that  (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to any person or animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) promotes violence, the use of firearms or other weapons, or illegal activities (e.g., discrimination, hate speech, copyright circumvention), (iv) is harmful, abusive, threatening, defamatory, libelous, deceptive, pornographic, obscene or sexually explicit, (v) references alcohol, tobacco or gambling or promotes the use of illegal substances, (iv) contains spyware, viruses or other potential harmful code, or (vi) promotes activities generally understood as Internet abuse.  Company also represents and warrants that Company is and will at all relevant times be in compliance with all applicable laws, regulations, court or government agency orders, decrees and policies (collectively, “Laws”), including, without limitation, the Children’s Online Privacy Protection Act of 1998, as amended (“COPPA”), and shall (x) identify to OAO the Company’s Sites as having children’s or non-children’s content and (y) promptly notify OAO if any of the Company’s Sites collect any personal information (as defined by the Laws applicable to advertisements to children (as the term “children” is defined in such applicable Laws)) from children or if Company’s policy on data collection, use or disclosure from children changes.  Notwithstanding the foregoing, Company shall not run Campaigns using any Sortable Technology provided pursuant to the Addendum, on any of Company’s Sites where such Campaigns are directed to children under the age of thirteen (13). Company further represents and warrants that the Company’s Sites (i) provide the user with clear and conspicuous notice about all material functionality, (ii) obtain informed consent from the user prior to download, (iii) provide an easy-to-use uninstall to the user, and (iv) allow the user to maintain control over such user’s computing environment.    

Company understands and acknowledges that OAO will be compensated on a periodic basis (generally monthly) by Sortable for Campaigns run through the Sortable Technology on Company’s Sites and OAO will compensate Company as set forth in the Addendum.  Payments due to Company from revenues collected by OAO shall be paid to Company NET 60 from the day payment is received by OAO. Payments due to OAO from revenues generated by Company shall be paid to OAO NET 30 from the last day of the month in which the revenues were generated.  OAO shall have the right to offset any payments due to Company from OAO against any payment due from Company to OAO. OAO shall not have any liability to Company in the event OAO is unable to collect revenues due from Sortable nor shall OAO be required to institute any legal proceedings to collect such revenues.  Company shall be solely responsible for any sales, use, transfer, privilege, excise, and all other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of Company’s use of the Sortable Technology. 

In addition to any indemnities set forth in the Services Agreement, Company will defend, indemnify and hold harmless OAO and Sortable and their respective members, officers, directors, employees and agents (collectively, the “Indemnitees”), from and against any and all claims, liabilities, damages, costs and expenses (including, but not limited to, settlement costs and reasonable attorneys' fees) arising out of any claim of any third party resulting from (i) Company’s breach or alleged breach of any representation, warranty, covenant, term or condition set forth in these Terms or the Addendum, (ii) any use of the Sortable Technology by Company (either directly or through OAO pursuant to the Addendum or these Terms), its authorized representatives, or by any entity or individual using the user identifier and password, if any, provided to Company by OAO or Sortable, which use is in violation of these Terms, or the terms of the Addendum or the Services Agreement or in a manner not prescribed by OAO or Sortable (including, without limitation, the failure by Company to secure all rights, title and interest required to display or promote any Campaigns or the violation of any intellectual property rights of any person, or arising from any Campaigns provided by Company), or (iii) the Company’s Sites which is not attributable to Sortable.  OAO shall promptly notify Company of any such claim and Company shall have the sole and exclusive authority to defend and/or settle any such claim; provided, however, that OAO or Sortable may, at its own expense, assist in the defense if it so chooses, and no settlement intended to bind OAO or Sortable and which requires an Indemnitee to admit liability or to pay any money shall be final without OAO’s or Sortable’s, as the case may be, written consent. OAO shall reasonably cooperate with Company in connection with any such claim.

Company’s use of the Sortable Technology is at all times contingent upon Company’s payment of applicable fees pursuant to the Services Agreement and the Addendum.  Company shall be solely responsible for any sales, use, transfer, privilege, excise, and all other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of Company’s use of the Sortable Technology.   Company shall also be liable to OAO for any fees and expenses incurred by OAO to a third party resulting from any breach by Company of the Addendum, these Terms or the use of the Sortable Technology in violation of the terms prescribed by the third party (including, without limitation, a violation of any on-line published policy of the third party). The identity of the third parties whose Sortable Technology are being used by Company are set forth in the reports available to Company and the policies of the third parties (available on the third parties’ web sites) should be reviewed by Company on a periodic basis.

The Sortable Technology shall be deemed to constitute Confidential Information for purposes of the Services Agreement.  In addition, Company will not make any public announcement regarding the existence of the Sortable Agreement, these Terms or the terms and conditions of the Addendum without the prior written consent of OAO.

DISCLAIMER AND LIMITATION OF LIABILITY:  THE SORTABLE TECHNOLOGY IS PROVIDED “AS IS" AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.  NEITHER OAO NOR SORTABLE MAKES ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT USE OF, ACCESS TO OR OPERATION OF THE SORTABLE TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR FREE, AND THAT DATA TRANSMITTED USING THE SORTABLE TECHNOLOGY WILL NOT BE IRRETRIEVABLY LOST. COMPANY SHALL BE SOLELY RESPONSIBLE FOR MAINTAINING BACK-UP COPIES OF ANY DATA PROVIDED BY COMPANY FOR USE IN OR IN CONJUNCTION WITH THE SORTABLE TECHNOLOGY.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL OAO OR SORTABLE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE ADDENDUM OR THESE TERMS, HOWEVER CAUSED AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING, WITHOUT LIMITATION, UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY), EVEN IF OAO OR SORTABLE OR COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NEITHER OAO NOR SORTABLE SHALL HAVE ANY LIABILITY FOR ANY LOSS OF DATA OR FOR ANY LOSSES RESULTING FROM UNAUTHORIZED ACCESS TO THE SORTABLE TECHNOLOGY. WITHOUT LIMITING ANY OF THE FOREGOING, OAO MAKES NO EXPRESS OR IMPLIED GUARANTEES, REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE REVENUE TO BE GENERATED OR PLACEMENT OF ADVERTISEMENTS FROM USING THE SORTABLE TECHNOLOGY.

Use of the Sortable Technology may be terminated at any time by OAO or Sortable.  In addition, OAO may terminate Company’s right to access and use the Sortable Technology if Company breaches any of these Terms or the terms and conditions of the Addendum or the Services Agreement.  OAO reserves the right to modify, amend and supplement (collectively, “Modifications”) these Terms at any time without prior notice to Company.  Any Modifications will not apply retroactively but will become effective twenty (20) days after they are posted unless otherwise provided in the Modifications.  Company's continued use of the Sortable Technology after such period shall constitute Company's acceptance of such Modifications.

Last Updated:  April 09, 2020