Publisher Master Terms of Service

These Publisher Master Terms of Service (these “Terms”) are made available by MBLCTV, LLC d/b/a Starling, a Delaware limited liability company (“Starling”), and govern each publisher’s (“Publisher”) access to and use of Starling’s supply-side advertising technology platform for the sale of connected television and other advertising inventory. By executing an Order Form (as defined below) that references these Terms, or by accessing or using Starling’s platform, Publisher agrees to be bound by these Terms. Starling and Publisher are each a “Party” and together the “Parties.”

Recitals

WHEREAS, Starling operates a supply-side advertising technology platform (the “Platform”) that enables the sale and purchase of digital video advertising inventory to demand-side platforms, ad exchanges and other authorized buyers (“Buyers”) through programmatic and/or direct channels;

WHEREAS, publishers who own, operate or have authority to monetize advertising inventory within one or more connected television (“CTV”) applications, channels or streaming properties (the “CTV Properties”) may engage Starling to monetize such inventory by executing one or more Order Forms that reference and incorporate these Terms; and

NOW, THEREFORE, these Terms, together with each Order Form entered into hereunder, govern the relationship between Starling and Publisher.

1. Definitions

“Ad Inventory” means digital video advertising inventory made available by Publisher within the CTV Properties for sale through the Platform, as further described in the applicable Order Form, including pre-roll, mid-roll, post-roll, pause/overlay placements, and any other slots or inventory available for placement of advertising, as applicable.

“Ad Impression” means, for display Advertisements, the point when an Advertisements is displayed in the User’s browser, or in the case of video Ads, begins to play in a User’s browser, as defined in the then-current and applicable IAB Digital Video Ad Measurement Guidelines, or when a User interacts with other media content in the way required by the terms of the agreement with the advertiser.

“ACR Data” means automatic content recognition data collected from viewing devices, if any, made available by Publisher for advertising purposes.

“ad.txt / app-ads.txt” means the IAB Tech Lab authorized digital sellers standard, and “sellers.json” means the corresponding IAB Tech Lab seller-disclosure file.

“CTV Properties” means the connected television applications, channels, or streaming properties designated by Publisher in the applicable Order Form.

“Floor Price” means the minimum price, on a CPM basis, below which Starling may not sell a given unit of Ad Inventory absent Publisher’s written consent, as set forth (if applicable) in an Order Form.

“Invalid Traffic” means any Ad Impressions, ad calls or interactions that do not originate from a live human user engaged in an authentic viewing session, including both General Invalid Traffic and Sophisticated Invalid Traffic as defined by the Media Rating Council (MRC). This encompasses traffic from bots, crawlers, spoofed device metadata, falsified geolocations, invisible ad placements or non-human data center traffic masquerading as authentic SSAI streams. 

“Net Revenue” means the gross amount actually collected by Starling from Buyers for the sale of Ad Inventory, less any Buyer-side fees, ad serving fees, or third-party verification fees that are not otherwise borne by Publisher under an applicable Order Form.

“Order Form” has the meaning set forth in Section 2.1.

“Personal Data” has the meaning given to “personal data,” “personal information,” or equivalent terms under applicable Data Protection Laws, and includes Publisher Audience Data.

“Publisher Audience Data” means Publisher’s first-party subscriber lists, CRM email addresses, or other private audience segments uploaded or made available by Publisher to Starling’s proprietary, closed-loop audience data management tools, as further described in Section 7.10.

“Data Protection Laws” means all applicable laws and regulations relating to privacy, data protection, and the collection or processing of Personal Data, including as applicable the California Consumer Privacy Act as amended by the California Privacy Rights Act (“CCPA/CPRA”), other applicable U.S. state privacy laws, the EU/UK General Data Protection Regulation (“GDPR”), and the Children’s Online Privacy Protection Act (“COPPA”).

“Required Content Signals” means content metadata (including genre, rating, language, network name, program/series title, season and episode identifiers, and livestream indicator) and device/app identifiers supplied by Publisher in connection with the Services, as further described in Section 4.2.

“Service Levels” means the technical performance standards set forth in Exhibit A.

“Service Information” means information learned by Starling from its performance and delivery of the Services, including bid density, fill rates, latency, and pricing dynamics, as further described in Section 10.2.

“Starling Integrations” means any technology, product or service, including any software, applications, consoles, tags, scripts, or Ad delivery services provided by Starling, including without limitation Starling’s software development kit (SDK), tag and API integration.

“User” means an individual, human end user who visits or uses any of the CTV Properties.

“User Data” means data concerning the characteristics or activities of Users of the CTV Properties who may access or view advertising delivered under an Order Form, including data stored on a User’s device or browser (whether in cookies, similar tracking technologies, or otherwise) and data obtained from third parties with reference to such identifiers.

2. Order Forms and Formation

2.1 Order Forms. Publisher’s access to and use of the Platform for a specific set of CTV Properties is governed by an order form, insertion order, or similar ordering document executed by both Parties or accepted electronically by Publisher (each, an “Order Form”), which references and incorporates these Terms. Each Order Form sets forth, at minimum, the CTV Properties and Ad Inventory covered, pricing and Floor Prices, Effective Date and the term of that Order Form.

2.2 Incorporation by Reference. Each Order Form incorporates the version of these Terms posted at https://www.starling.co/publisher-terms-of-service as of the Effective Date of that Order Form, as such Terms may be subsequently updated in accordance with Section 17.5.

2.3 Precedence. In the event of a conflict between these Terms and an Order Form, the Order Form will control solely with respect to the specific deal terms it addresses (including pricing, inventory, Floor Prices and term), and these Terms will control for all other matters.

2.4 Multiple Order Forms. Publisher may execute multiple Order Forms under these Terms, each of which will constitute a separate agreement between the Parties governed by these Terms. Termination or expiration of one Order Form will not affect any other then-active Order Form unless otherwise specified.

2.5 Daily impression caps.  Publisher must adhere to daily Ad Impression caps set forth in any Order Form. Daily caps are subject to change and notice may be given by email. If the daily cap is not adhered to, Starling reserves the right to pause or cancel the applicable Order Form and will not be financially responsible for any delivery outside of agreed-upon terms.

3. Appointment and Scope of Services

3.1 Appointment. Subject to these Terms and the applicable Order Form, Publisher appoints Starling to solicit and facilitate the sale of the Ad Inventory described in the applicable Order Form to Buyers through the Platform, via programmatic channels (including real-time bidding and private marketplace deals) and, if applicable, Starling-facilitated direct/preferred deals.

3.2 Platform Access and Starling Integrations. Starling will provide Publisher with access to the Platform, including bid solicitation from connected Buyers, auction management, ad decisioning/ad serving support (as applicable), reporting tools described herein, and reasonable technical support to integrate and maintain the Starling Integrations within the CTV Properties.  Starling grants Publisher a limited, revocable, non-exclusive, non-transferable and non-sublicensable license to install, copy, and use the Starling Integrations solely in compliance with these Terms and in accordance with Starling’s technical documentation. Publisher will use the Platform and the Starling Integrations solely for Publisher’s own use, and (without limitation) will not make the Platform or the Starling Integrations available for application service provider or service bureau use.

3.3 Operational Control. Publisher retains control over its pricing via floor prices set within the Platform dashboard. However, Publisher expressly acknowledges that Starling makes no guarantees regarding fill rates, exact clear prices or campaign delivery volumes. 

3.4 Non-Exclusivity; No Minimum Commitment or Most Favored Nation. The Parties’ relationship under these Terms non-exclusive. Publisher may make the same or overlapping Ad Inventory available to other supply-side platforms, ad networks, or exchanges concurrently with Starling, and nothing in these Terms restricts Publisher’s ability to work with other advertising technology vendors and partners. These Terms create no minimum spend, volume, Ad Impression or revenue commitment on the part of Starling, and no such commitment may be implied from any forecast, projection, historical volume or course of dealing. Nothing herein restricts Starling from sourcing inventory from, or transacting with, any other publisher, supplier, exchange, or intermediary or grants Publisher any most-favored-nation, first-look or priority right.

4. Starling Obligations. Starling will:

4.1 Maintain an accurate, complete and up-to-date sellers.json file reflecting Publisher’s inventory and relationship, in accordance with then-current IAB Tech Lab specifications.

4.2 Use commercially reasonable efforts to solicit competitive bids for the Ad Inventory from qualified Buyers.

4.3 Take all commercially reasonable efforts to not sell Ad Inventory below any Floor Price (if applicable under an Order Form) without Publisher’s prior written consent.

4.4 Maintain the Service Levels described in Exhibit A and use commercially reasonable efforts to promptly remediate any material outage or degradation.

4.5 Not resell, sublicense, or otherwise make the Ad Inventory available outside the scope of these Terms without Publisher’s prior written consent.

5. Publisher Obligations. Publisher will:

5.1 Maintain an accurate, complete, and up-to-date ads.txt or app-ads.txt files in the CTV Properties reflecting STARLING (and any authorized reseller or intermediary identifiers Starling designates in writing) as an authorized seller in accordance with then-current IAB Tech Lab specifications. list Starling’s seller identifier — and any authorized reseller or intermediary identifiers Starling designates in writing — in its ads.txt, app-ads.txt, and sellers.json files.

5.2 Provide Starling with accurate, timely inventory availability, content signals (genre, rating (where assigned), language, network name, content title or program name, series name and season and episode identifiers, livestream indicator (y/n) (“Required Content Signals”)), and device/app identifiers reasonably necessary for Starling to solicit bids. Publisher will not populate a Required Content Signals with a null, placeholder, generic or non-descriptive value in order to satisfy this Section. Any Required Content Signals that Publisher is unable to transmit as of the Effective Date must be identified in writing before execution, and the parties will agree a delivery date for that signal; absent such written identification, Publisher represents that it transmits all Required Content Signals.

5.3 Ensure that all content within the CTV Properties, and all use of the Ad Inventory, complies with applicable law and does not infringe any third party’s intellectual property or other rights.

5.4 Maintain accurate content ratings and flag any content directed to children or subject to COPPA or similar child-directed content laws, as further described in Section 7.8.

5.5 Not knowingly submit Invalid Traffic. Publisher consents to measurement, verification and quality assessment of its inventory and Required Content Signals by Starling and by Buyers, and by third-party verification, measurement or content-classification vendors engaged by either of them. Publisher will not obfuscate, spoof, strip, randomize or misrepresent any bundle identifier, application identifier, domain, IP address, user agent, device identifier, supply-chain object or Content Signal, and will not take any action designed to circumvent or degrade such verification.  

5.5.1 Publisher acknowledges and agrees that Invalid Traffic will be non-payable regardless of volume. Starling may withhold payment on, or offset under Section 6.6 against current or future amounts otherwise payable to Publisher, all amounts attributable to Invalid Traffic, including amounts already invoiced or paid. Invalid Traffic in excess of two percent (2%) of Ad Impressions in any calendar month will be non-payable and subject to withholding and offset as set forth in Section 6.6. Where Invalid Traffic exceeds five percent (5%) of impressions in any calendar month, Starling may suspend delivery immediately and terminate the applicable Order Form without notice. Starling will determine the validity of all traffic in accordance with its reporting obligations under Section 7.1.

5.6 Maintain a Video Completion Rate of not less than ninety percent (90%) on CTV/OTT inventory, measured monthly at the campaign level by Controlling Measurement. Ad Impressions delivered in a month in which Publisher fails to meet the floor are non-payable to the extent of the shortfall and are subject to withholding and offset under Section 6.6, and Starling may pause, reduce, or cancel delivery without further payment obligation for undelivered Ad Impressions.

5.7 Provide reasonable advance notice of planned outages, content changes, or app updates that could materially affect fill rate or Service Levels.

5.8 If Publisher connects Starling to downstream wrappers or multi-level mediation auctions (e.g. prebid), determine winning bids on a reasonable, unbiased basis that treats all programmatic bidders equally, using only information available prior to bid requests to set fair floor prices.

5.9 Comply with all applicable laws, rules, and regulations and all applicable third-party (including Apple, Android, Roku, Amazon, Microsoft and Google) application developer standards, policies, API terms, and other posted guidelines. 

5.10 Not, nor authorize or encourage any third party to (i) copy, modify, adapt, translate, or otherwise create derivative works of the Platform or the Starling Integrations or any associated technical documentation; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of or trade secrets related to the Platform or the Starling Products, except as expressly permitted by applicable law; or (iii) rent, lease, sell, assign, or otherwise transfer rights in or to these Terms, the Platform or the Starling Integrations or associated technical documentation.

6. Fees; Payment Terms

6.1 Fees. In consideration of Starling’s services under these Terms and the Order Form, Starling will retain a fee equal to a percentage of Net Revenue generated from the sale of Ad Inventory (“Starling Fee”) as set forth in an applicable Order Form, and will remit the balance of Net Revenue to Publisher ( “Publisher Share”). Unless otherwise stated in the Order Form, Ad Impressions under Starling reporting will be the payable event. 

6.2 Floor Prices. Publisher may set, and from time to time revise upon reasonable prior written notice (not less than five (5) business days), Floor Prices on a per-format, per-property, or per-deal-type basis, as set forth or referenced in an applicable Order Form.

6.3 Taxes. Fees under the Order Form are exclusive of any applicable sales, use, VAT or similar taxes. As between the Parties, Publisher will be responsible for all taxes related to any fees under the Order Form, other than taxes based on the income of Starling. Each Party is responsible for its own income taxes.

6.4 Payment terms. Starling will pay Publisher net sixty (60) days from the later of (i) the close of the calendar month in which the corresponding revenue was collected by Starling from Buyers and (ii) Starling’s receipt of a conforming invoice from the Obligor Entity identified on the face of this Order Form. An invoice is conforming if it identifies the Obligor Entity, the campaign, the applicable month, Ad Impression volume, and the agreed CPM, and reconciles to Controlling Measurement within the tolerance set forth in Section 7.1. Payment of amounts in dispute will be suspended pending resolution under Section 7.1, and payment is subject to adjustment for any failure by Buyers or other third parties to make payment to Starling. All payments will be made in U.S. dollars. No payment will be issued for any amount less than US$50.00; all earned but unpaid earnings will roll over to the next pay period. Publisher must notify Starling in writing of any disputed amount within sixty (60) days of the applicable report; undisputed amounts remain due in full on the original schedule. The Parties will work in good faith to resolve any payment dispute within thirty (30) days.

6.5 No interest or charges against Starling. No late-payment interest, finance charge, service charge, collection cost, or other penalty will accrue against or be payable by Starling under an Order Form, and any such provision in any Publisher invoice, purchase order, terms of service or other document will be of no effect and is expressly rejected.

6.6 Starling may set off, recoup, and withhold from any amount otherwise payable to Publisher any amount owed to Starling by Publisher, and any amount owed to Starling or any of Starling’s affiliates by Publisher, the Obligor Entity, or any of Publisher's affiliates, parents, subsidiaries, or entities under common ownership or control, whether arising under an Order Form or any other agreement, and whether liquidated or unliquidated. Publisher agrees that the naming of separate legal entities across the Publisher’s corporate group will not defeat or limit Starling/s rights under this Section, and Publisher will promptly identify all such related entities on request. Publisher waives any right to set off against amounts owed to Starling.

7. Reporting; Audit Rights

7.1 Reporting. Publisher will have access to reporting dashboards and reports within the Platform dashboard.  Starling’s systems and platform logs are the sole source of record and the Controlling Measurement for Ad Impressions, delivery, performance, presence of Required Content Signals, Invalid Traffic, Video Completion Rate, and invoicing, unless otherwise expressly agreed in writing in an applicable Order Form. If Publisher’s reported figures differ from Controlling Measurement, Publisher must notify Starling in writing within thirty (30) days of the end of the month in question, failing which Controlling Measurement is final and binding. Where the variance is ten percent (10%) or less, Controlling Measurement governs and Publisher will invoice on that basis. Where the variance exceeds ten percent (10%), the parties will reconcile in good faith for thirty (30) days; absent agreement within that period, Controlling Measurement governs. No discrepancy, dispute, or reconciliation process suspends Publisher’s obligations under this Terms and the applicable Order Form.

7.2 Audit Rights. Starling may, on ten (10) business days’ notice and not more than twice in any twelve-month period, audit Publisher’s books, records, systems, logs, authorization files and Content Signal generation and transmission practices to the extent relevant to Publisher’s performance, invoicing and compliance with its obligations under these Terms and the applicable Order Form. Publisher will retain such records for twenty-four (24) months. Audit rights extend to amounts invoiced or paid within the preceding twelve (12) months. Where an audit identifies an overpayment, non-payable Ad Impressions or any other breach of these Terms and/or the applicable Order Form, Publisher will promptly refund the amount identified or, at Starling’s election, Starling may offset it under Section 6.6. Where an audit identifies a discrepancy of five percent (5%) or more in Publisher’s favor, Publisher will bear the reasonable cost of the audit.

8. Data Protection and Privacy

8.1 Compliance. Each Party will comply with all applicable Data Protection Laws in connection with its collection, use, and disclosure of Personal Data under these Terms.

8.2 Purpose Limitation. Each Party will use Personal Data received from the other Party solely for the purposes of providing, optimizing, measuring, and being compensated for the advertising services contemplated by an Order Form, and not for any other purpose without the disclosing Party’s prior written consent.

8.3 No Unauthorized Sale or Sharing. Except as expressly provided in these Terms and except as reasonably necessary in order to provide the Services, neither Party will “sell” or “share” (as those terms are defined under the CCPA/CPRA or other applicable Data Protection Laws) the other Party’s Personal Data except as reasonably necessary to provide the services under these Terms. For clarity, the Parties intend that the compensation exchanged under these Terms is for advertising inventory and services, and is not consideration for the sale of Personal Data.

8.4 No Unauthorized Combination. Except as expressly provided in these Terms and the applicable Order Form and except as reasonably necessary in order to provide the Services, neither Party will combine Personal Data received from the other Party with Personal Data obtained from other sources for purposes unrelated to these Terms and the applicable Order Form, except as permitted under applicable Data Protection Laws or with the disclosing Party’s prior written consent.

8.5 Consent and Opt-Out Signals. Publisher must cleanly respect and transmit applicable opt-out, do-not-sell/share, and consent signals (including, as applicable, Global Privacy Control or the IAB Transparency & Consent Framework). Starling will honor applicable signals passed to Starling by Publisher or collected by Starling, and will not knowingly process Personal Data in a manner inconsistent with such signals.

8.6 Data Security. Starling will implement and maintain technical and organizational measures (e.g. hashing/tokenization of matched identifiers) reasonably appropriate to the sensitivity of Personal Data (including Publisher Audience Data).

8.7 Subcontractors and Buyers. Starling will ensure that any subcontractor, Buyer or downstream demand partner that receives Personal Data through the Platform in connection is bound by data-use restrictions no less protective than those in this Section 8.

8.8 Children’s Privacy (COPPA). Publisher must identify, in writing or via the Platform dashboard, any inventory targeting children under 13 and must not pass persistent identifiers on such traffic without verified consent.

8.9 ACR and Device Data. To the extent Publisher makes ACR Data or other viewing data available to Starling, Starling will use such data solely for the ad selection, measurement, and reporting purposes authorized under these Terms and will not use it to build cross-context behavioral profiles for purposes unrelated to these Terms without Publisher’s prior written consent.

8.10 Independent Business Status; Service Provider Relationship for Audience Data Tools. The Parties acknowledge that, with respect to Personal Data processed under these Terms, each Party acts as an independent business/controller and not as the other’s service provider, contractor, or processor. Notwithstanding the foregoing, to the extent Publisher uploads, transmits, or otherwise makes available its first-party subscriber lists, CRM email addresses, or other private audience segments (collectively, “Publisher Audience Data”) to Starling’s proprietary, closed-loop audience data management tools for matching, segmentation, activation, or similar purposes, Publisher is a business (or controller, as applicable) and Starling is a service provider (or processor, as applicable).  With respect to Publisher Audience Data, and in addition to compliance with all other obligations under this Section 8, Starling will: (a) Process Publisher Audience Data only for the specific business purposes instructed by Publisher and documented by Starling (e.g. audience matching, segment activation, campaign targeting) and for no other purpose, including Starling’s own independent business purposes; (b) Not retain Publisher Audience Data longer than necessary to perform the disclosed purpose, and delete or return it upon Publisher’s request or upon termination of the applicable Order Form, subject to Starling’s standard backup/deletion cycle; and (c) upon Publisher’s reasonable request, provide information reasonably necessary to demonstrate Starling’s compliance with this Section 8.10.

For clarity, this Section 8.10 applies only to Publisher Audience Data processed through Starling’s closed-loop audience tools, and does not alter the Parties’ independent-business relationship with respect to impression-level bidstream data, device identifiers or other data exchanged in the ordinary course of Starling’s services under these Terms and the applicable Order Form.

9. Brand Safety, Ad Quality, and Prohibited Content

9.1 Ad Quality Standards. Starling will use industry-standard measures (including malware scanning and creative review) to prevent the delivery of malicious, deceptive, or non-compliant creative, and will support integration with independent verification vendors reasonably requested by Publisher (e.g., for viewability, Invalid Traffic, and brand safety measurement).

9.2 Prohibited Categories. Starling will use commercially reasonable efforts to prevent advertising from the following categories from being served within the CTV Properties: Illegal products or services; tobacco and vaping products; adult content; weapons and ammunition; gambling (in jurisdictions where prohibited); political or issue advertising (unless expressly permitted); cryptocurrency and speculative financial products (unless expressly permitted); or any advertiser on Publisher’s written exclusion list as updated from time to time and provided to Starling. 

9.3 Publisher acknowledges and agrees that, even with Starling’s use of commercially reasonable efforts and the scanning screening processes described in Sections 9.1 and 9.2, Starling’s ability to screen and block prohibited-category advertising and prevent the delivery of malicious, deceptive, or non-compliant creative depends in part on accurate creative categorization and disclosure by Buyers, third-party demand sources, and industry-standard taxonomies, and that Starling does not guarantee that all such advertising will be prevented from being served.

9.4 Malware and Redirects. Creative that initiates unauthorized redirects, auto-downloads or otherwise degrades the viewer experience is strictly prohibited, and Starling will remove any offending Buyer or creative promptly upon discovery or notice from Publisher.

10. Intellectual Property

10.1 Each Party retains all right, title, and interest in and to its own technology, platform, trademarks, and content. No license is granted by either Party to the other Party except as expressly set forth in these Terms and except as otherwise reasonably necessary to perform obligations under these Terms and the applicable Order Form (e.g. a limited license for Starling to use Publisher’s name and logo solely to identify Publisher to Buyers in the ordinary course of inventory marketing, subject to Publisher’s brand guidelines).  

10.2 Without limiting the generality of Section 10.1, (a) Publisher owns, or has obtained the necessary rights to use and license, the Required Content Signals, User Data and (if applicable) Publisher Audience Data, subject only to the licenses expressly granted to Starling in these Terms; and (b) Starling owns all right, title, and interest in and to the Platform, technology, and Starling Integrations, together with any improvements, enhancements, or derivative works thereof, including any incorporating Service Information (defined below), subject only to the licenses expressly granted to Publisher in these Terms, if any. Notwithstanding the foregoing: (i) Publisher grants Starling a non-exclusive, worldwide, royalty-free license to use, enrich, and distribute onward to Buyers and demand partners Required Content Signals, User Data and (if applicable) Publisher Audience Data for purposes of facilitating, optimizing and monetizing the sale of Ad Inventory; and (ii)  Starling may use information learned or derived from its performance and delivery of its services hereunder (“Service Information”) to improve Starling’s technology and services, optimize ad-delivery and yield-management models, and derive aggregate operational insights across Starling’s clients generally. Starling may use Required Content Signals, User Data and (if applicable) Publisher Audience Data in aggregated or de-identified form (such that no individual is identified or reasonably identifiable, whether alone or in combination with other data reasonably available to Starling) for the purposes described in this Section 10.2, provided that Starling will not disclose Publisher-specific pricing, floor prices, or other Confidential Information to any third party except in aggregated or de-identified form that does not identify Publisher.

10.3 Feedback. Any suggestions or feedback provided by one Party regarding the other’s platform may be used by the receiving Party without restriction or obligation, provided no confidential information of the providing Party is disclosed.

11. Representations and Warranties

11.1 Each Party represents that it has full right, power, and authority to enter into these Terms and the applicable Order Form and to perform its obligations hereunder.

11.2 Starling represents and warrants that, (a) to its knowledge, the Platform and Starling Integrations do not infringe or misappropriate any third party’s United States intellectual property rights; (b) it maintains commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Publisher’s data processed through the Platform; and (c) the Platform and Starling Integrations do not contain any viruses, malware or other harmful code that could materially damage, disrupt or provide unauthorized access to Publisher’s systems.

11.3 Publisher further represents and warrants on a continuing basis that (a) it has obtained the right to incorporate the Starling Integrations within the CTV Properties, without claim of third-party intellectual property infringement; and (b) the content on the CTV Properties does not and will not contain any content which is illegal, obscene, pornographic, defamatory, libelous, hateful or which encourages illegal behavior, or which infringes the rights of any person or entity; (c) any request for an Ad that Publisher makes available to Starling hereunder will be true and accurate in all respects, including referring URL and IP address, and will not be Invalid Traffic; (d) all Content Signals it transmits are accurate, complete, and truthfully describe the content in or adjacent to which the Ad is served, and are not spoofed, misdeclared, substituted or generated other than from the actual content. Publisher acknowledges and agrees that transmission of materially inaccurate Content Signals is a material breach of these Terms, and that Starling may withhold and offset payment on any Ad Impression associated with a materially inaccurate Content Signal and in such event may suspend or terminate these Terms and the applicable Order Form immediately upon notice; (e) it has or will have secured all necessary consumer consents and legal rights required to collect and transmit Personal Data to Starling for the services contemplated by these Terms and the applicable Order Form; and (f) it owns or controls all rights necessary to make the Ad Inventory available to Starling and associated content available for advertising as contemplated herein, and that the Ad Inventory is not resold, rebrokered or sourced from a third party except as disclosed in writing to Starling before execution. Publisher acknowledges and agrees that Ad Impressions delivered while Publisher’s authorization records are non-compliant, or that are sourced from undisclosed third parties, are non-payable and subject to withholding and offset.

11.4 EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 11, THE PLATFORM, STARLING INTEGRATIONS, AND ALL SERVICES PROVIDED BY STARLING UNDER THESE TERMS AND THE APPLICABLE ORDER FORM(S) ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. STARLING EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, STARLING DOES NOT WARRANT THAT (A) THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, EXCEPT AS EXPRESSLY PROVIDED IN THE APPLICABLE SERVICE LEVELS SET FORTH IN EXHIBIT A; (B) ANY PARTICULAR LEVEL OF FILL RATE, AD IMPRESSION VOLUME, REVENUE, CPM OR OTHER OUTCOME WILL BE ACHIEVED; (C) ANY BUYER OR THIRD-PARTY DEMAND SOURCE WILL PARTICIPATE IN, BID ON, OR PURCHASE ANY GIVEN UNIT OF AD INVENTORY; OR (D) THE PLATFORM WILL BE COMPATIBLE WITH ANY PARTICULAR THIRD-PARTY TECHNOLOGY, DEVICE OR OPERATING SYSTEM NOT EXPRESSLY SUPPORTED BY STARLING.

12. Confidentiality

12.1 Each Party may disclose confidential business, technical, or financial information to the other (“Confidential Information”), including pricing, Floor Prices, reporting data, and non-public technical documentation. The receiving Party will use Confidential Information solely to perform its obligations under these Terms and the applicable Order Form, protect it with at least the same degree of care it uses for its own similar information (and no less than reasonable care), and not disclose it to third parties except to employees, affiliates, and professional advisors with a need to know and under confidentiality obligations at least as protective as those herein.

12.2 Confidential Information does not include information that is or becomes public through no fault of the receiving Party, was rightfully known prior to disclosure, or is independently developed without use of the disclosing Party’s Confidential Information. A Party may disclose Confidential Information to the extent required by law or legal process, provided it gives prompt notice (where legally permitted) to allow the disclosing Party to seek a protective order.

12.3 These confidentiality obligations will survive termination of these Terms and any Order Form for a period of three (3) years, except that trade secrets will be protected for as long as they remain trade secrets under applicable law.

13. Indemnification

13.1 By Starling. Starling will indemnify, defend, and hold harmless Publisher from and against third-party claims, damages, and reasonable expenses (including reasonable attorneys’ fees) arising from (a) Starling’s material breach of these Terms or an applicable Order Form, (b) any material breach or material inaccuracy of Starling’s representations or warranties under Section 11, (c) Starling’s gross negligence or willful misconduct in performing its obligations under these Terms and the applicable Order Form, or (d) a material breach by Starling of its obligations under Section 9 (Brand Safety, Ad Quality and Prohibited Content) that directly results in creative or advertising content served by Starling infringing a third party’s intellectual property rights or violating applicable advertising law, except to the extent caused by Publisher’s breach or instructions.

13.2 By Publisher. Publisher will indemnify, defend, and hold harmless Starling from and against third-party claims, damages, and reasonable expenses (including reasonable attorneys’ fees) arising from (a) Publisher’s material breach of these Terms or an applicable Order Form, (b) any material breach or material inaccuracy of Publisher’s representations or warranties under Section 11, (c) Publisher’s gross negligence or willful misconduct, or (d) content within the CTV Properties that violates applicable law or infringes a third party’s intellectual property or other rights, except to the extent caused by Starling’s breach or instructions.

13.3 Process. The indemnified Party will provide prompt written notice of any claim, reasonable cooperation, and allow the indemnifying Party to control the defense and settlement (provided any settlement imposing liability or obligations on the indemnified Party requires its prior written consent, not to be unreasonably withheld).

14. Limitation of Liability

14.1 EXCEPT FOR (A) BREACHES OF SECTION 12 (CONFIDENTIALITY), (B) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13, OR (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST REVENUE, ARISING OUT OF OR RELATING TO THESE TERMS OR ANY ORDER FORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 EXCEPT FOR THE CARVE-OUTS IN SECTION 14.1, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND ALL APPLICABLE ORDER FORM WILL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PUBLISHER UNDER THE APPLICABLE ORDER FORM(S) DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTWITHSTANDING THE FOREGOING, STARLING’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 13.1(D) WILL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PUBLISHER UNDER THE APPLICABLE ORDER FORM(S) DURING THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15. Term and Termination

15.1 These Terms take effect upon Publisher’s execution or electronic acceptance of its first Order Form and remain in effect for so long as Publisher has at least one active Order Form. These Terms will automatically terminate if Publisher has no active Order Form for a continuous period of twelve (12) months, without prejudice to any rights or obligations that survive under Section 15.5.

15.2 Order Form Term. Each Order Form has its own effective date, initial term and renewal terms as specified therein, which will govern the duration of that specific engagement.

15.3 Termination of an Order Form for Convenience. Either Party may terminate an individual Order Form for convenience upon thirty (30) days’ prior written notice to the other Party, without affecting any other then-active Order Form.

15.4 Termination for Cause. Either Party may terminate an individual Order Form, or these Terms and all then-active Order Forms, immediately upon written notice if the other Party (a) materially breaches these Terms or the applicable Order Form and fails to cure such breach within thirty (30) days after written notice, (b) becomes insolvent, files for bankruptcy, or ceases operations, or (c) engages in fraud or willful misconduct in connection with these Terms or the applicable Order Form.

15.5 Effect of Termination. Upon termination of an Order Form, Starling will cease soliciting new bids for the Ad Inventory under that Order Form but will complete the wind-down of in-flight campaigns and remit all amounts owed to Publisher for revenue collected prior to and reasonably attributable to the wind-down period, in accordance with Sections 6, 7.2, 8, 10, 11, 12, 13, 14, 16 and 17 will survive termination of an Order Form or these Terms.

16. Force Majeure

Neither Party will be liable for any failure or delay in performance (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, internet or telecommunications failures, or governmental action, provided the affected Party promptly notifies the other Party and uses commercially reasonable efforts to resume performance.

17. General Provisions

17.1 Assignment. Starling may assign, transfer, or delegate these Terms or any Order Form, in whole or in part, to any affiliate or to any successor in interest, including in connection with a merger, reorganization, change of control, or sale of all or substantially all of its assets or of the business line to which these Terms or any Order Form relates, without the consent of Publisher. Publisher may not assign, transfer, or delegate these Terms or any Order Form, in whole or in part, whether by operation of law, change of control, or otherwise, without Starling’s prior written consent. Any purported assignment in violation of this Section is void. Publisher will notify Starling in writing at least thirty (30) days prior to any change of control of Publisher or the Obligor Entity, and Starling may terminate these Terms or any Order Form upon notice at any time within sixty (60) days following such change of control.

17.2 Governing Law; Venue. These Terms and each Order Form will be governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles, and the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware for any dispute arising out of or relating to these Terms or any Order Form.

17.3 Notices. All notices under these Terms will be in writing and delivered by email (with confirmation of receipt) and by a recognized courier service to the addresses set forth in the applicable Order Form or as otherwise designated in writing by a Party, or, for notices of general applicability to all Publishers, by posting at https://www.starling.co/publisher-terms-of-service and providing notice in accordance with Section 17.5

17.4 Entire Agreement; Amendment. These Terms, together with each Order Form, constitute the entire agreement between the Parties regarding its subject matter and supersede all prior or contemporaneous agreements or understandings, written or oral. Except as Starling may modify these Terms in accordance with Section 17.5, these Terms may be amended only by a written instrument signed by both Parties. An Order Form may be amended only by a written instrument, or electronic acceptance of a revised Order Form, signed or accepted by both Parties.

17.5 Modifications to Terms. Starling may modify these Terms from time to time by posting updated Terms at https://www.starling.co/publisher-terms-of-service and providing at least THIRTY (30) days' notice via email or platform notification. Continued use of the Services after the effective date of any modification constitutes acceptance of the modified Terms. If Publisher does not agree to a modification, Publisher’s sole remedy is to terminate the applicable Order Form(s) in accordance with Section 15.3 prior to the effective date of the modification.

17.6 Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.

17.7 Waiver. No waiver of any provision of these Terms will be effective unless in writing and signed by the waiving Party, and no failure or delay in exercising any right will operate as a waiver of that or any other right.

17.8 Counterparts. Each Order Form may be executed in counterparts, including by electronic signature or electronic acceptance, each of which will be deemed an original and all of which together constitute one instrument.

EXHIBIT A

Service Levels

• Platform Uptime: Starling’s platform will be available no less than 99.5% of the time, measured monthly, excluding scheduled maintenance with at least 24 hours’ notice.

• Latency: Starling’s bid response time will not exceed 1.7 milliseconds on average, consistent with OpenRTB timeout standards agreed between the Parties.

• Reporting Availability: Reporting data will be available to Publisher no later than 1 hours after Ad Impression delivery.

• Support Response Times: Starling will acknowledge critical issues (e.g., complete outage) within 3 hours and provide status updates every 2 hours until resolution.

• Remedies: In the event of repeated or extended failures to meet the Service Levels above, Starling will work in good faith with Publisher to identify the cause and implement reasonable corrective measures. This Section does not create a right to service credits, refunds or termination beyond what is otherwise provided in the Terms.