Grant of Rights: The Parties agree and acknowledge that Company uses a header bidding solution (the “Header Bidding Integration”) to manage and monetize its display advertising inventory on the Properties. During the Term, Company shall include Taboola as a bidder within Company’s Header Bidding Integration for display advertising units available for bidding through Company’s Header Bidding Integration (the “HB Units”), which HB Units shall specifically exclude any native advertising inventory, such as those placements where Taboola’s Platform is implemented. Company acknowledges and agrees to: (i) grant Taboola the right to Bid through Taboola’s header bidding adapter (the “Header Bidding Adapter”) on any HB Units; (ii) add the Header Bidding Adapter to any part of Company’s Header Bidding Integration for which Taboola has the technical capabilities to participate; (iii) ensure that local storage is enabled for its Header Bidding Integration; and (iv) ensure that any display ad served by Taboola within the HB Unit is viewable (in accordance with the MRC Viewable Impression Guidelines) and does not refresh at intervals shorter than 30 seconds.
Header Bidding Fee: In addition to the Compensation set forth in Section IV above, for each month of the Term, Company shall receive the Header Bidding Fee (as defined below) for any HB Units monetized via the Header Bidding Adapter. For the purposes of this Agreement, the “Header Bidding Fee” shall mean the revenue earned by Company for the sum of the aggregate Winning Bids (as defined below) for all HB Units purchased by Taboola, less any deductions for Fraudulent Impressions (as defined below). Taboola’s measurements regarding impressions are the definitive measurements under this Agreement used to calculate the Header Bidding Fee.
Definitions: Ads: means graphical, interactive, mobile, video, rich media, artwork, copy, active URLs for advertisements, or text- based advertisements, and the tags therefor, including banner advertisements, buttons, towers, and/or skyscrapers, as well as non-graphical elements such as tracking pixels and third-party pixels. Bid: an offer made by Taboola for a particular HB Unit. Winning Bid: a Bid that is selected by the Header Bidding Integration as the highest qualifying Bid (measured in cost per thousand impressions) for a particular HB Unit. Fraudulent Impressions: impressions which have been served for a Property by methods or means that artificially or fraudulently inflate the volume of impressions including automatic redirecting of users, use of bots and crawlers, manipulation of ads, or any other technique of generating automatic or fraudulent impressions (as determined by Taboola, acting reasonably, or based on industry practices).