ADVERTISERS TERMS & CONDITIONS

The following terms and conditions shall govern the placement and delivery of advertising as set forth in any insertion orders or service agreements (“IO”) executed by and between Nexxen International Ltd. and its subsidiaries (“Nexxen”) and the company named as the Advertiser on the IO (the “Agreement”).

1. Ads. Prior to the effective date of the campaign (as specified in the IO) Advertiser will create and deliver to Nexxen all content required for any ads in the form requested by Nexxen and in accordance with any specifications and policies set-forth by Nexxen. The Advertiser represents and warrants that (i) Advertiser has all necessary licenses, right, title, interest and clearances in and to the ads, the advertising materials, any website(s), application(s) and material linked thereto or connected therewith, and the content contained or related therewith (collectively, the “Material”); (ii) the use of the Material by Nexxen, its affiliates, and any publisher will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (iii) the Advertiser will fulfill all representations and commitments made in the Material; (iv) any and all Material are the sole responsibility of the Advertiser; (v) the Material and any website(s) and app(s) linked thereto do not and will not breach any duty toward, or right of, any third party, including, without limitation, rights of publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; (vi)  the Materials will comply with all applicable laws, rules, restrictions, and regulations, including without limiting to, privacy laws, data protection laws and regulations, advertising laws, intellectual property laws and any and all laws and regulations applicable to the state or country where the ads are displayed; and (vi) the Material does not and will not include any content that is pornographic, illegal, racist, libelous, defamatory, contrary to public policy or otherwise inappropriate or unlawful; or any content that contains hate speech, “spam”, malicious code, adware, spyware or drive-by download applications; or any content that contains viruses or similar programs that might harm data or computer systems; or content promoting pornography, the use of illegal substances, illegal activity, racism, hate, “spam”, mail fraud, pyramid schemes or investment opportunities or advice not permitted by law; or content that is otherwise inappropriate or unlawful.
2. Advertising Policy. Advertiser is solely responsible for the ads content, any website or application or other destination and the data and subject matter of any ad or advertising materials, and Advertiser releases Nexxen from any and all liability arising from Advertiser’s use of the ads and advertising materials as permitted in this Agreement or IO. Nexxen will not be required to publish any ad that is not in accordance with its policies, restrictions or specifications as determined in its sole discretion, including the Nexxen Advertiser Policy found here: https://nexxen.com/advertiser-policy/. Notwithstanding the foregoing, Nexxen’s policies, specifications and/or recommendations should not be construed as legal advice, or as sufficient guidelines to ensure that such ads comply with applicable law. Nexxen shall have no obligation to monitor or edit the ads, and Nexxen assumes no obligation and hereby disclaims any liability for Advertiser’s use or placements of any ads. The measurement for the campaign  (impressions, clicks, offers, installs, conversions or other results) will be determined based on the terms stated in the IO, and all payments will be based on such numbers and shall be final. Nexxen shall not be responsible for any damage or loss as may be caused by the disruption of ads or the removal of ads by any third party, including but not limited to, any failure on the part of an advertising channel.
3. Representations. Nexxen represents and warrants to Advertiser that: (i) Nexxen has all necessary right and authority to enter into this Agreement and provide the Platform to Advertiser as required by this Agreement; (ii) Nexxen’s performance of the services shall not knowingly violate any applicable law, rule, regulation or third party privacy or intellectual property rights in any material respect; and (iii) Nexxen and its personnel are in compliance and will at all times remain in compliance with the Singapore Prevention of Corruption Act and anti-corruption provisions of the Singapore Penal Code, the UK Bribery Act, the US Foreign Corrupt Practices Act and the anti-corruption provisions of the Australia Criminal Code Act (collectively, the “Anti-Corruption Laws”), as applicable, during the Term. Advertiser warrants and represents that: (i) the Advertiser is duly organized, validly existing and in good standing under the laws of the place of Advertiser’s incorporation, (ii) this Agreement constitutes the Advertiser’s valid and binding obligation and is enforceable against it in accordance with the terms of the Agreement, (iii) the Advertiser has the right, power and authority to enter into and perform its obligations hereunder, and the execution of and the performance under this Agreement by the Advertiser does not and will not violate, conflict with or constitute a breach of or default under or require any consent required under the Advertiser’s organizational documents or other governing instruments or regulatory institution, (iv) the Advertiser’s performance under this Agreement and IO, and Advertiser’s activities in connection with the Platform shall at all times comply with all applicable laws, rules and regulations, including without limitation, privacy laws, data protection laws and regulations, propriety laws, intellectual property laws (including, in each case, any related regulatory guidance and codes issued by applicable regulatory and industry bodies) and shall not violate any third party privacy or intellectual property rights in any material respect; (v) the Advertiser will put in place and maintain a privacy policy on its app(s) and website(s) which complies with all laws and regulations regarding the privacy of users’ private or personal data (including Applicable Data Protection Law), and clearly explains to users its policies and procedures regarding the collection, processing and use of personal data; (vi) Advertiser has sufficient substantiation for all claims made and shall fulfill all commitments set out in the Creatives; (vii) Advertiser owns or otherwise has lawful right to use all creatives and other materials provided by Advertiser to Nexxen under this Agreement and the creatives and any other materials provided by Advertiser to Nexxen under this Agreement shall not: infringe, misappropriate or otherwise violate any third party’s intellectual property rights; breach any duty toward, or rights of, any third party, including rights of publicity or privacy; be false, deceptive, misleading, unethical, defamatory, libelous, threatening, abusive, tortious, defamatory, vulgar, obscene, hateful or objectionable (racially, ethnically or otherwise); promote activities that are unlawful or harmful; load computer programs onto a consumer computer or device without express consent; contain malware, viruses, spyware or other potentially destructive computer programs and security threats; auto-redirect, auto-play audio or animate for longer than 15 seconds (US) or 30 seconds (elsewhere); or shake or flash excessively or fail to function; (viii) Advertiser and its personnel are in compliance and will at all times remain in compliance with the Anti-Corruption Laws, as applicable, during the Term; and (ix) all of the information provided to Nexxen in connection with this Agreement and/or IO is correct, complete and current.
4. Distribution of Ads. Nexxen does not guarantee that Advertiser’s ads will be available through any specific part of the networks upon which Nexxen places the ads, the timing of delivery of the ads and/or the placement and positioning of the Advertiser’s ads. Nexxen reserves the right to approve, omit, edit or reject any of Advertiser’s ads for any reason at any time, including the right to make minor changes to the ads in order to optimize campaign results, with or without notice to the Advertiser. In addition, Nexxen reserves the right, at any time, to remove any of Advertiser’s ads if Nexxen determines, in its sole discretion that the ad or any portion thereof violates any of Nexxen’s policies. In addition, Nexxen shall have the absolute right to reject any URL link embedded within any ad. Nexxen’s failure to reject, cancel, approve, omit, edit or modify shall not be construed as an acceptance of an ad, nor shall it negate other provisions of the IO or these terms and conditions, specifically with respect to liability. Third party publishers may reject or remove any ad for any or no reason. Advertiser agrees that Nexxen shall not be responsible for any discrepancy in targeting criteria, which is the result of the publisher’s reporting methods.
5. No Guarantee. To the fullest extent permitted by law, Nexxen disclaims all guarantees regarding positioning, levels, quality, or timing of: (i) costs per click; (ii) click through rates; (iii) availability and delivery of any impressions; (iv) clicks; (v) conversions or other results for any ads; and (vi) the adjacency or placement of ads within the advertising networks used by Nexxen. Advertiser acknowledges, agrees and accepts the risk that prohibited or improper activity can be generated by third parties, and any credits or refunds for such activity are at Nexxen’s sole discretion. Nexxen shall have no responsibility or liability in relation to any third party click fraud or other improper actions that may occur.
6. Payments. Advertiser will make payments to Nexxen in accordance with the payment terms in the IO. Payments are due based on Advertiser’s ads placed by Nexxen regardless of whether Advertiser has collected payment from its clients.
   All amounts payables represent the net amounts to be received by Nexxen and do not include any current or future transfer charges to correspondent banks, customs, duties, charges, sales tax, withholding tax, VAT or any applicable tax, which may apply and shall be borne, if applicable, by Advertiser. Advertiser shall pay Nexxen the full amount invoiced, without offset or deduction.
   Advertiser’s failure to make timely payment and/or any charge-back by Advertiser shall constitute a material breach of the Agreement and Advertiser will be responsible for all reasonable expenses incurred by Nexxen in collecting the amounts due plus interest at the rate permitted by law.
7. Confidentiality.
   1. Each party agrees that the terms of this Agreement and any information that is identified as confidential, or that ought reasonably to be regarded as confidential (including, but not limited to business activities, financial information and results, pricing, contract terms, products, research, processes, methodologies, trade secrets, customers and technical knowledge disclosed by the other party in any form or medium (collectively “Confidential Information”) shall not, without the disclosing party’s authorization, be disclosed to any other party or used by the receiving party except as contemplated by this Agreement. The recipient shall protect the confidentiality of the Confidential Information using at least the same measures it takes to protect its own confidential information of like kind, so long as not less than reasonable care, and shall restrict access to Confidential Information to its employees on a need to know basis for the purposes of this Agreement.
   2. Nothing in this Agreement shall restrict either party’s use of information: (a) that is or becomes publicly available through no breach of this Agreement; (b) that is independently developed by it without use of or reference to the disclosing party’s Confidential Information; (c) previously known to it without obligation of confidence; or (d) acquired by it from a third party that is not under an obligation of confidence with respect to such information. In the event either party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information, the recipient shall promptly notify the other party of such receipt and may, thereafter, comply with such subpoena or process to the extent permitted by law; provided that the recipient shall disclose only such Confidential Information as is absolutely necessary and shall exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to the Confidential Information that is being so disclosed. Confidential Information shall be returned or destroyed (provided that such destruction is certified in writing by an authorized representative of the receiving party) upon the earlier of: (i) termination or expiration of this Agreement; or (ii) the disclosing party’s written request, which destruction shall include without limitation the complete erasure of any electronic file, folder, database or other electronic repository from all computer processing units on which the Confidential Information had been placed or stored.
   3. This section shall survive expiration and/or termination of this Agreement for three years except for trade secrets, which shall be protected so long as considered a trade secret under applicable law.
8. License. As between Advertiser and Nexxen, Advertiser owns all right, title and interest in the Advertiser Data (the “Advertiser Data”). Advertiser hereby grants to Nexxen and Nexxen’s affiliates and partners a non-exclusive, royalty-free, worldwide, transferable license, under all Advertiser’s rights, to: (a) use, perform, serve, place and display all Materials and Advertiser Data; and (b) use all associated Advertiser intellectual property in connection therewith. Advertiser agrees that Nexxen may include Advertiser’s name (including any trade name, trademark, service mark and logo) and any ad provided hereunder on Nexxen’s advertisers list and in its marketing materials and sales presentations and provide Nexxen with the license to use its trade names, trademarks, service marks and logo for the purpose hereof.
9. Ownership: Nexxen is the sole owner of any and all intellectual property rights associated with the services provided and any data end users’ digital activity gathered through or by the Nexxen platforms as it relates to the Advertiser’s campaigns specifically, including without limitation: IP addresses, websites visited and length of time on a page or website (e.g., interactions, and header information (“User Actvity Data”). Nexxen retains all rights, title and interest, in all intellectual property rights in the Nexxxen services, the User Activity Data, and to any materials created, developed or provided by Nexxen in relation to Advertiser’s campaign. Nexxen reserves all rights not expressly granted herein.
10. No Warranty. Nexxen’s services provided hereunder are provided on an “as is” and “as available” basis, without any warranty of any kind and without any guarantee of continuous or uninterrupted display or distribution of any ad. In the event of interruption of display or distribution of any ad, Nexxen’s sole obligation will be to restore service as soon as practicable.
11. Limitation of Liability. In no event shall Nexxen be liable for any consequential, incidental, indirect, punitive, special or other similar damages and any loss of profits, loss of revenue, loss of use, whether under tort, contract or other theories of recovery, even if it has been aware or advised of the possibility of such damages. THE CUMULATIVE LIABILITY OF NEXXEN FOR ALL CLAIMS RELATING TO THE IO, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY ADVERTISER UNDER THE IO DURING THE THREE (3) MONTHS PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
12. Indemnification: Advertiser agrees to defend, indemnify and hold harmless Nexxen and each of its affiliates and their respective directors, officers, shareholders, employees and representatives from and against any and all damage, injury, liability, loss, costs and expense (including all court costs and reasonable attorneys’ fees) in relation to any proceeding or other claim, whether or not involving a third party claim, relating to (i) third party’ claim in relation to Advertiser’s use of the services hereunder, (ii) Advertiser’s alleged breach of or failure to perform Advertiser’s obligations or representations or warranties in these Terms or an IO , or (iii) any claim related to the Materials and/or the representations made in or the services or products referenced in the Materials, (iv) any claim based on an assertion that any material provided in relation to these Terms or an IO infringe or misappropriate a patent, trademark or copyright or any other intellectual property right, and (v) the collection, processing or use of personal information by or on behalf of the Advertiser. Nexxen will have the right to control the defense of any claim involving Nexxen.
13. Data Protection. The Parties agree that they will comply with the Data Protection Addendum (Schedule E) available at https://nexxen.com/master-service-terms/, as may be updated from time to time (“DPA”), which shall be part of this Agreement and is incorporated by this reference.  
14. Miscellaneous. Unless otherwise stated in the IO, the IO and these terms will be governed and construed in accordance with the laws of the State of New York without giving effect to conflict of laws principles. Any dispute or claim arising out of or in connection with the IO or these terms shall be adjudicated in New York, NY. This Agreement is not intended to and shall not be construed to give any third party any interest or rights (including, without limitation, any third party beneficiary rights) with respect to or in connection with any agreement or provision contained herein or in the IO. Neither party may assign or transfer its rights under this Agreement without the prior written consent of the other party; provided that such consent is not required in the case of merger, acquisition or sale of all, or substantially all, of the assigning party’s assets, stock or business. The parties hereto are independent contractors and this Agreement does not create an agency, joint venture or partnership. Any notice permitted or required by this Agreement will be in writing and transmitted by e-mail to the receiving party at the address provided. Any such notice will be deemed to have been received on the same business day if sent by during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall be ineffective only to the minimum extent necessary without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to circumstances beyond the reasonable control of the non-performing party. This Agreement, including all applicable attachments and addendums hereto, constitutes the entire agreement between the parties concerning the services and related Confidential Information. It supersedes, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter. Nexxen reserves the right to modify, from time to time and in its sole discretion, any of the terms of this Agreement and Advertiser waives the right to receive notifications for changes. In the event that Advertiser continues the use of the services, it shall be deemed as acceptance by Advertiser of the modifications or changes. If Advertiser does not agree to the modifications or changes, Advertiser shall provide Nexxen with written notification and stop using the services. No online click-through or online terms and conditions or policies shall be deemed to have modified this Agreement and the terms herein or any applicable IO signed in relation thereto, notwithstanding any requirement to technically click on or accept any such terms.

Last update: July 22, 2026