Master Services Agreement

Article 1 — Parties

This Master Services Agreement (the “Agreement”) is entered into between NASREV LLC, a limited liability company incorporated under the laws of the State of Wyoming, United States of America, with business operations at 8 Holmes Ave, Apt 2, Jersey City, New Jersey, 07306, USA (“Nasrev”), and the counterparty identified in the applicable Insertion Order (the “Partner”).

Nasrev and the Partner are each a “Party” and together the “Parties”. This Agreement takes effect on the date the applicable Insertion Order is signed by both Parties (the “Effective Date”).

Article 2 — How this Agreement works

The Insertion Order identifies which one or more of the following Role Schedules apply:

Where a Role Schedule conflicts with these Articles, the Role Schedule prevails for that relationship only. Where an Insertion Order conflicts with a Role Schedule, the Insertion Order prevails.

Article 3 — Definitions

“Advertising Inventory”

Digital advertising space made available for auction or direct sale through the Platform.

“Advertising Materials”

Creatives, tags, landing pages, URLs and associated content submitted by or on behalf of a buyer.

“API”

The application programming interface made available for RTB integration.

“Bid” / “Bid Request”

A response to, and a request for, bids transmitted under the OpenRTB protocol or another mutually agreed protocol.

“Confidential Information”

All non-public business, financial, technical or commercial information disclosed by one Party to the other, whether or not marked confidential.

“Deliverables”

Valid impressions, completed views or other billable events delivered through the Platform.

“DSP”

The Party purchasing Advertising Inventory in a given transaction.

“Insertion Order” or “IO”

The commercial document signed by both Parties that identifies the applicable Role Schedule, commercial terms, payment terms and contacts, and which incorporates this Agreement by reference.

“Invalid Traffic” or “IVT”

Traffic that does not meet the standards for valid traffic set by the Media Rating Council (MRC) and the IAB, including general and sophisticated invalid traffic.

“Platform”

The Nasrev real-time bidding exchange and associated technology, tools and reporting interfaces.

“Properties”

Websites, mobile applications, connected television applications or other digital media owned or controlled by a Party on which Advertising Inventory is made available.

“Services”

The RTB advertising services provided under this Agreement.

“SSP”

The Party supplying Advertising Inventory in a given transaction.

Article 4 — Integration and general obligations

Each Party shall:

1. Integrate via OpenRTB or another protocol agreed in writing between the Parties;
2. Provide commercially reasonable technical support during the integration and for the duration of this Agreement;
3. Operate in accordance with prevailing industry standards, including applicable IAB Tech Lab and MRC guidance;
4. Maintain accurate ads.txt, app-ads.txt and sellers.json records where those standards apply to its role;
5. Notify the other Party without undue delay of any material technical failure, security incident or change likely to affect delivery or billing.

Article 5 — Role-specific obligations

The obligations that apply to each Party in respect of supply and demand are set out in the applicable Role Schedule. Where Schedule A applies, roles are determined on a transaction-by-transaction basis and the corresponding obligations attach to whichever Party occupies that role for the transaction in question.

Article 6 — Payment terms

6.1 General principle

The Party acting as DSP (buyer) shall pay the Party acting as SSP (seller) for valid Deliverables.

6.2 Pricing

Pricing is determined by RTB auction, on a first-price or second-price basis as specified in the Insertion Order, or on such other basis as the Insertion Order sets out.

6.3 Reporting basis

Unless the Insertion Order states otherwise, all payments are calculated on the basis of DSP reporting, subject to Article 7 (Discrepancies).

6.4 Invoicing and payment

Undisputed amounts shall be paid in full without set-off or deduction, save as expressly permitted by Article 8.

Article 7 — Reporting discrepancies

Where a discrepancy of more than ten percent (10%) exists between the Parties’ reporting of Deliverables for a given period:

1. The discrepancy must be raised in writing within thirty (30) days of the end of the relevant month;
2. Both Parties shall investigate in good faith and share the supporting reporting data reasonably required to do so;
3. The Parties shall work collaboratively toward resolution;
4. Any discrepancy exceeding ten percent (10%) that cannot be resolved shall be settled by adjusting the excess portion on a fifty-fifty (50/50) basis between the Parties.

A discrepancy not raised within the period in clause (1) shall be deemed waived and the invoiced amount treated as accepted.

Article 8 — Invalid traffic and fraud

A Party acting as DSP may withhold or deduct payment on grounds of Invalid Traffic only where both of the following are satisfied:

1. The claim is supported by evidence from an MRC-accredited third-party verification provider, including but not limited to Pixalate, DoubleVerify, Moat (Oracle) or Fraudlogix; and
2. There is documented proof of corresponding non-payment by the underlying advertiser.

8.1 Time limitation

All Invalid Traffic and fraud claims must be raised within thirty (30) days of the end of the relevant month. After that period all Deliverables for that month are deemed valid and payable in full.

8.2 Evidence

The Party making the claim shall provide the underlying log-level or report-level evidence on request. A claim unsupported by such evidence shall not be a valid basis for withholding payment.

Article 9 — Reporting and audit

1. The Party acting as DSP shall make reporting data available on at least a daily basis;
2. Either Party may request reasonable audit information for verification purposes, no more than twice in any twelve-month period unless a material discrepancy is under investigation;
3. Each Party shall retain records relating to Deliverables and payments for a minimum of twenty-four (24) months;
4. The Parties shall maintain transparency and cooperate in good faith in relation to all reporting matters.

Article 10 — Representations and warranties

Each Party represents and warrants on a continuing basis that:

1. It has full power and authority to enter into and perform this Agreement;
2. Its performance will comply with all applicable laws and regulations, including advertising, consumer protection, data protection and sanctions laws;
3. It will adhere to prevailing industry standards, including IAB and MRC guidance;
4. Its activities will not infringe the intellectual property or other rights of any third party;
5. It holds all consents, licences and permissions necessary for the rights it grants under this Agreement.

Article 11 — Prohibited activities

Neither Party shall, and each shall ensure its inventory, demand and Advertising Materials do not, involve:

• Illegal, infringing, defamatory or otherwise unlawful content;
• Malware, spyware, cryptojacking, or any deceptive or malicious code;
• Auto-redirects, forced downloads, forced clicks or any mechanism that removes user control;
• Artificially generated traffic, including bots, auto-refresh beyond disclosed and agreed intervals, incentivised traffic that is not disclosed, or traffic sourced from paid schemes not disclosed to the other Party;
• Misrepresentation of the domain, application, placement, ad format or geography from which a Bid Request originates;
• Content that sexually exploits minors, promotes terrorism or violent extremism, or facilitates human trafficking;
• Circumvention of the other Party’s block lists, floor prices or brand safety controls.

Breach of this Article is a material breach and grounds for immediate termination under Article 17.3, together with the withholding of payment for affected Deliverables.

Article 12 — Data protection and privacy

1. Each Party shall comply with all applicable data protection laws, including the EU and UK General Data Protection Regulation, the California Consumer Privacy Act as amended, and equivalent laws in other jurisdictions in which it operates;
2. The Parties act as independent controllers in respect of personal data processed under this Agreement, save where the applicable Role Schedule or a signed Data Processing Addendum states otherwise;
3. Each Party is independently responsible for establishing a lawful basis for its own processing, including obtaining and passing valid consent signals where required;
4. Neither Party shall misuse, re-identify, or collect personal data beyond what is necessary for the Services;
5. The Data Processing Addendum published at nasrev.com/dpa is incorporated into this Agreement by reference and applies to all processing of personal data hereunder.

Article 13 — Intellectual property

1. Each Party retains all right, title and interest in its own intellectual property, including its platform, technology, trademarks and data;
2. No transfer or assignment of ownership is made under this Agreement;
3. Each Party grants the other a limited, non-exclusive, non-transferable, revocable licence to use its marks and technology solely as necessary to perform the Services during the term;
4. Neither Party may issue a press release or public statement naming the other without prior written consent, save that either Party may include the other in a list of integrated partners.

Article 14 — Confidentiality

Each Party shall:

1. Maintain the confidentiality of all Confidential Information received from the other;
2. Use such information solely for the purposes of this Agreement;
3. Not disclose such information to any third party without prior written consent, save to employees, advisers and affiliates bound by equivalent obligations, or where compelled by law;
4. Return or destroy Confidential Information on request following termination, subject to legal retention requirements.

These obligations survive termination for a period of three (3) years, and indefinitely in respect of trade secrets.

Article 15 — Indemnification

Each Party shall indemnify, defend and hold harmless the other Party and its officers, employees and affiliates against all claims, damages, losses and reasonable legal costs arising from:

1. Breach of this Agreement by the indemnifying Party;
2. Violation of applicable law by the indemnifying Party;
3. Infringement of third-party rights by the indemnifying Party’s inventory, demand, Advertising Materials or technology.

The indemnified Party shall notify the indemnifying Party promptly, allow it to control the defence, and provide reasonable cooperation at the indemnifying Party’s expense.

Article 16 — Limitation of liability

1. Neither Party shall be liable for indirect, incidental, special, punitive or consequential damages, or for loss of profit, revenue, data or goodwill, however arising;
2. The total aggregate liability of either Party under this Agreement shall not exceed the equivalent of three (3) months of average revenue transacted between the Parties under this Agreement, measured over the twelve (12) months preceding the event giving rise to the claim;
3. Nothing in this Article limits liability for fraud, wilful misconduct, breach of Article 14 (Confidentiality), the indemnities at Article 15, or any liability that cannot lawfully be limited;
4. The limitation at clause (2) does not apply to amounts properly invoiced and payable for delivered Deliverables.

Article 17 — Term and termination

17.1 Term

This Agreement has an initial term of one (1) year from the Effective Date and renews automatically for successive one-year terms unless terminated in accordance with this Article.

17.2 Termination for convenience

Either Party may terminate on thirty (30) days’ written notice.

17.3 Termination for cause

Either Party may terminate with immediate effect on written notice in the event of: (a) material breach that is not cured within ten (10) days of notice, or which is incapable of cure; (b) fraud or Invalid Traffic in breach of Article 11; (c) illegal activity; or (d) insolvency, administration or an equivalent proceeding.

17.4 Effect of termination

Termination does not affect the obligation to pay for Deliverables delivered before the effective date of termination. Articles 12 to 16 and 18 to 24 survive termination.

Article 18 — Force majeure

Neither Party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, pandemic, government action, or failure of internet infrastructure or third-party systems. The affected Party shall notify the other promptly and use reasonable efforts to mitigate. This Article does not excuse an obligation to pay amounts already due.

Article 19 — Assignment

Neither Party may assign or transfer this Agreement without the prior written consent of the other, save to an affiliate or to a successor in connection with a merger, acquisition or sale of substantially all assets, on written notice.

Article 20 — Relationship of the Parties

Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the Parties. Each Party is an independent contractor responsible for its own personnel, taxes and expenses.

Article 21 — Notices

All notices shall be in writing and delivered by email to the contact addresses stated in the Insertion Order, or by courier to the registered business address of the receiving Party. Notice by email is deemed given on the next business day after transmission. Notices to Nasrev shall be copied to [email protected].

Article 22 — Severability and waiver

If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect. Failure or delay in enforcing any provision shall not constitute a waiver of that or any other provision.

Article 23 — Governing law and disputes

This Agreement is governed by and construed in accordance with the laws of the State of Wyoming, United States of America, without regard to its conflict of laws principles. The Parties shall first attempt to resolve any dispute in good faith through their designated commercial contacts for a period of thirty (30) days. Failing resolution, the Parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Wyoming.

Article 24 — Entire agreement and amendments

This Agreement, together with the applicable Insertion Order, Role Schedule and the policies incorporated by reference, constitutes the entire agreement between the Parties and supersedes all prior agreements, discussions and understandings on its subject matter. Amendments are valid only if made in writing and signed by both Parties, save that Nasrev may update the policies incorporated by reference on thirty (30) days’ notice, and the Partner may terminate without penalty within that period if it does not accept the change.

Schedule A — Reciprocal Platform Partner

This Schedule applies where the Insertion Order identifies the relationship as reciprocal. Each Party may act as SSP or DSP, determined on a transaction-by-transaction basis.

A.1 When acting as SSP, a Party shall

1. Provide access to Advertising Inventory through the agreed integration;
2. Use reasonable efforts to ensure the quality and accuracy of that inventory, including correct declaration of domain, application bundle, placement and geography;
3. Exclude prohibited content and Invalid Traffic as defined in Article 11;
4. Maintain accurate sellers.json and honour ads.txt / app-ads.txt declarations;
5. Provide reporting access on the basis set out in Article 9.

A.2 When acting as DSP, a Party shall

1. Submit Bids and participate in auctions in good faith;
2. Pay for all valid Deliverables in accordance with Article 6;
3. Ensure its demand and Advertising Materials comply with Article 11 and with applicable law;
4. Provide reporting transparency sufficient for the SSP to reconcile delivery and billing;
5. Honour tmax, floor prices and block lists as transmitted in the Bid Request.

A.3 Netting

Where both Parties owe amounts to each other in the same period, the Parties may agree in writing to net those amounts and settle the balance. Netting does not alter the invoice validity window at Article 6.4.

Schedule B — Supply Partner

This Schedule applies where the Partner supplies Advertising Inventory to Nasrev and Nasrev acts as buyer.

B.1 Partner obligations

1. Supply only Advertising Inventory that the Partner is authorised to sell, and declare the supply path accurately;
2. Declare domain, application bundle, placement, ad format and geography truthfully in every Bid Request;
3. Maintain sellers.json entries that accurately reflect its relationship with each underlying publisher, and honour ads.txt and app-ads.txt;
4. Not resell, rebroadcast or intermediate Nasrev demand to any third party without prior written consent;
5. Remove any Property from the supply within two (2) business days of a written request from Nasrev.

B.2 Nasrev obligations

1. Provide bid responses and reporting on the agreed basis;
2. Pay for valid Deliverables in accordance with Article 6;
3. Give reasonable notice of material changes to bidding behaviour or traffic shaping that materially affect volume.

B.3 Quality

Nasrev may suspend or remove any Property that fails its quality standards, and may withhold payment for Deliverables from that Property only in accordance with Article 8.

Schedule C — Demand Partner

This Schedule applies where the Partner purchases Advertising Inventory through Nasrev and Nasrev acts as seller.

C.1 Partner obligations

1. Pay for all valid Deliverables in accordance with Article 6;
2. Ensure all Advertising Materials comply with Article 11, applicable law and the Acceptable Use Policy;
3. Not attempt to re-identify users, reconstruct the bidstream for resale, or use data obtained through Bid Requests for any purpose other than bidding on those Bid Requests;
4. Honour floor prices, tmax and any blocking signals transmitted in the Bid Request;
5. Maintain a valid buyers.json or equivalent identifier where the standard applies.

C.2 Nasrev obligations

1. Transmit Bid Requests that accurately declare domain, application bundle, placement, format and geography;
2. Maintain a supply chain of a single node and publish an accurate sellers.json;
3. Provide domain and application-level reporting;
4. Fire loss notices with the applicable OpenRTB loss reason code.

C.3 Credit

Nasrev may require prepayment, a deposit or a credit limit for new Demand Partners, as stated in the Insertion Order. Nasrev may suspend delivery where an undisputed invoice is more than fifteen (15) days overdue.

Schedule D — Direct Publisher

This Schedule applies where the Partner owns or controls the Properties on which advertising is served and contracts with Nasrev to monetise them directly. It is supplemented by the Publisher Terms and Conditions.

D.1 Publisher obligations

1. Own or hold all necessary rights to the Properties listed in the Insertion Order, and add new Properties only with Nasrev’s written approval;
2. Include the Nasrev entry in the ads.txt or app-ads.txt file of every Property, in the form Nasrev supplies;
3. Not generate, purchase or incentivise traffic through any means not disclosed to and approved by Nasrev in writing;
4. Implement the Nasrev tags or integration as supplied, without modification;
5. Maintain a published privacy policy on each Property and collect any consent required under applicable law, including a valid IAB TCF signal where the Property serves users in the European Economic Area or the United Kingdom;
6. Not place ad units in a manner that causes accidental clicks, obscures content, or misleads users as to what is advertising.

D.2 Nasrev obligations

1. Make demand available to the approved Properties and run the auction on the basis stated in the Insertion Order;
2. Report revenue at Property and placement level, updated at least daily;
3. Pay the Publisher on the revenue share and payment terms stated in the Insertion Order;
4. Provide a named account contact and respond to support requests within one (1) business day.

D.3 Revenue share and payment

The Publisher is paid the percentage of Net Revenue stated in the Insertion Order. “Net Revenue” means amounts actually received by Nasrev from buyers in respect of the Publisher’s Properties, less only amounts uncollected due to buyer default. Nasrev’s fee is the remaining percentage and is fixed for the term unless varied by written agreement. No other deduction may be applied without itemised written explanation.

D.4 Non-exclusivity

This Schedule is non-exclusive. The Publisher may work with other monetisation partners simultaneously and may run Nasrev alongside them in a header bidding or mediation setup.

Schedule E — Insertion Order fields

Each Insertion Order incorporates this Agreement by reference and records the following. Terms not stated in the Insertion Order default to the standard positions in the Articles above.