Confidential

MSN Guidelines

Last Updated: April 2020

The following MSN Guidelines form part of, and are incorporated by reference into, the contract between you (“Publisher“) and CodeFuel governing your access to, and use of, the MSN Service (such contract, the “MSN Contract“).

1. DEFINITIONS. The following capitalized terms shall have the following meanings:

   “Ads” means Display Ads, Video Ads, News Feed Ads and Third Party Promotions, but does not include Bing search ads or content that promotes third party products or services sold or distributed by Microsoft (e.g., third party apps or games offered via Windows Store or Microsoft Store).

   “Ad Data Laws” means applicable laws and industry standards (such as the Network Advertising Initiative’s Self-Regulatory Code and Principles for Online Behavioral Advertising and the DAA Self-Regulatory Code) related to the collection, storage, and use of any data collected or derived by either party or its subcontractors in connection with advertising in connection with the MSN Service, including advertising performance metrics and data relating to users and usage;

   “API” means Microsoft’s application programming interface that provides the Promotional Elements and News Feed Ads.

   “Content Section” means a section of MSN that primarily displays one full length article or video in its entirety.

   “Default Configuration Settings” means the default settings on the Publisher Platform displaying the Promotional Elements, as further described the Enrollment Form.

   “Display Ads” means IAB standard advertising units (e.g., banner ads) displayed in direct connection with full length articles and videos published on MSN.

   “Enrollment Form” means the MSN Service implementation form set forth in the MSN Contract.

   “Microsoft” means Microsoft Ireland Operations Limited, and/or its corporate parents, subsidiaries or affiliates.

   “Microsoft Marks” means all trademarks, service marks, logos and other distinctive brand features of Microsoft that are used in or relate to its business, and which are expressly designated and provided by CodeFuel to Publisher hereunder.

   “Microsoft Terms” means the Microsoft end user agreement available at: https://www.microsoft.com/en-us/servicesagreement/and privacy statement available at: https://privacy.microsoft.com/en-US/privacystatement, governing MSN.

   “MSN” means the MSN-branded websites, web pages, services, and software applications that are developed, owned or operated by Microsoft.

   “MSN Items” means each and any of the following: the Promotional Elements, the API, the News Feed Ads, the MSN Homepage, and any other Microsoft-related content or works made available via the MSN Service (such as attributions).

   “MSN Service” means the commercialization of MSN as described herein.

   “MSN Territories” means the markets set forth in Schedule 2 (MSN Territories) below to these MSN Guidelines.

   “News Feed Ads” means Display Ads, Video Ads and Third Party Promotions provided by Microsoft and its advertising partners, delivered through the API, and displayed within the Promotional Elements on the Publisher Platform in accordance with the Default Configuration Settings.

   “News Section” means the Publisher Platform’s news section widget.

   “Promotional Elements” means headlines, snippets, and thumbnails from articles or videos on MSN for the MSN Territories.

   “Publisher Platform” means the Publisher’s platform specified in the Enrollment Form.

   “Session” means the time period beginning when a User of the Publisher Platform is immediately driven to MSN through the Default Configuration Settings displayed on Publisher Platform and begins viewing the article or video to which it is linked, and ends upon the earlier of: (i) such User leaving MSN; or (ii) 30 minutes of inactivity by such User without any click actions by such User on MSN.

   “Third Party Promotions” means placements of promotional content other than Display Ads and Video Ads that promote a third party (non-Microsoft) product or service, and displayed in direct connection with articles and videos (e.g., a sponsored module of related stories in a Content Section for an article).

   “User” means any user of the MSN Service and/or the Publisher Platform.

   “Video Ads” means video advertising (e.g., pre-roll commercials) displayed in direct connection with full length videos published on MSN.

2. MICROSOFT TERMS. A User’s access to, and use of, MSN and any MSN Items shall be subject to and governed by the Microsoft Terms. Publisher shall notify all Users of the applicability of the Microsoft Terms (which notification may be provided by including a link to the Microsoft Terms in Publisher’s disclosures of third party license terms on the Publisher Platform). To the extent any conflict or inconsistency (regarding access to, and use of, MSN and MSN Items) between these MSN Guidelines on the one hand, and the Microsoft Terms on the other hand, the latter shall prevail.
3. DEFAULT CONFIGURATION SETTINGS. Publisher will implement the Default Configuration Settings in accordance with any screenshot approved by CodeFuel. Prior to making a material change to the implementation of the Default Configuration Settings, Publisher must provide a screenshot to CodeFuel and obtain CodeFuel’s prior written consent before launch. Notwithstanding the foregoing, Publisher may move the entire News Section within the Publisher Platform, provided Publisher does not move any individual Promotional Elements (as further described in Section ‎4 (Promotional Element Placement) below).

   Moreover, the following Default Configuration Settings shall apply:

   1. Promotional Elements in Android Launcher (including, but not limited to, lockscreen and Minus-1 screen applications): As shown in the Enrollment Form, Publisher will display Promotional Elements in accordance with the terms of these MSN Guidelines;
   2. Promotional Elements in Default Internet Browser (applicable for Default Homepage, New Tab Page or Both Homepage and New Tab Page): As shown in the Enrollment Form, Publisher will display Promotional Elements in the default Homepage and/or New Tab Page of the default Internet browser on the Publisher Platform;
   3. Set MSN Homepage as Default Homepage and/or New Tab Page (applicable for Default Homepage, New Tab Page or Both Homepage and New Tab Page): Publisher will set the MSN Homepage as the default Homepage and/or default New Tab Page of the default Internet browser on the Publisher Platform; and
   4. Landing and Vertical Pages (including, but not limited to, news content on news applications, weather applications and whether applications are native or mobile web): As shown in the Enrollment Form, Publisher will display Promotional Elements on the Publisher landing pages and experiences identified in the Enrollment Form.
4. PROMOTIONAL ELEMENT PLACEMENT. If the selected Default Configuration Settings use Promotional Elements, the following shall apply:
   1. Except for Promotional Elements, Publisher shall not include any other news content in the News Section on the Publisher Platform.
   2. Publisher will include the Promotional Elements as the Default Configuration Settings for the Publisher Platform as illustrated in the “Examples” section of the Enrollment Form and will ensure that, subject to Section ‎3 (Default Configuration Settings) above with respect to the News Section, the Default Configuration Settings are the default displayed to Users of Publisher Platform;
   3. Publisher will ensure that the Default Configuration Settings displaying the Promotional Elements are included in the Publisher Platform on the Launch Date specified in the Enrollment Form (subject to Section ‎3 above with respect to the News Section). Notwithstanding the foregoing, (A) the parties may in good faith, and in a signed writing, agree to a number of different version templates of the News Section (“News Section Templates“), reflected in the Enrollment Form, and Publisher will ensure that it adheres to any of such mutually agreed upon templates; and (B) for avoidance of doubt, nothing herein prevents Publisher from removing the News Section in its entirety;
   4. Publisher will ensure that each Promotional Element on the Publisher Platform links directly to the relevant Content Section displaying the full-length content on MSN and will not include any pop- up, pop under, expanding banners, or interstitials between the Promotional Elements and MSN;
   5. Publisher will not: (i) change the order or format in which the Promotional Elements appear from the order and format provided by CodeFuel or Microsoft; (ii) permit Users to redistribute the Promotional Elements in any way; (iii) remove any individual Promotional Elements except as otherwise provided herein; and/or (iv) comingle or otherwise include any third party content, Publisher content, or CodeFuel content in the News Section;
   6. Publisher will update Promotional Elements every thirty (30) minutes and will ensure that such updated Promotional Elements are immediately displayed in the Default Configuration Settings. Notwithstanding the foregoing, solely to the extent there is a legal claim or CodeFuel or Microsoft is required to take down certain content within the Promotional Elements by the copyright owner, Publisher will remove such Promotional Elements from the Publisher Platform within 24 hours of any CodeFuel or Microsoft removal request;
   7. Publisher must include “powered by Microsoft News” with “Microsoft News” as the Microsoft News logo on the Publisher Platform areas that display Promotional Elements. Publisher’s use of the text and logo must be in accordance with the “Examples” section in the Enrollment Form and Microsoft’s Trademark Usage Guidelines available at https://www.microsoft.com/en-us/legal/intellectualproperty/Trademarks/Usage/General.aspx (which is incorporated herein by reference), and in a manner approved in writing by CodeFuel or Microsoft. If Publisher determines that a location for the Promotional Elements in the Publisher Platform cannot include the Microsoft News logo due to lack of space for the logo (including, but not limited to degrading the User experience or reducing monetization), Publisher may request from CodeFuel an exception to the Microsoft News logo requirement and include “powered by Microsoft News” as text only (and any such exception must be given in writing). CodeFuel may change the foregoing requirements in its discretion upon written notice to Publisher, in which case Publisher will modify the attribution on the Publisher Platform within five (5) days after receiving such notice.
5. NEWS FEED ADS AND PERSONALIZATION. To the extent that Microsoft places News Feed Ads within the Promotional Elements and/or monetizes such News Feed Ads, the provisions of Schedule 1 (News Feed Ads and Personalization) below to these MSN Guidelines shall apply.
6. ADVERTISING COMPLIANCE. Publisher shall ensure that the Publisher Platform: (a) complies with Ad Data Laws; (b) provides Users with a readily accessible link to a privacy statement that describes Publisher’s user data collection and data use practices and explains that Publisher operates and collects User data in the Publisher Platform; and (c) provides industry standard means to allow Users to opt out of targeted advertising by the Publisher Platform (e.g., the Network Advertising Initiative website – networkadvertising.org, or the Digital Advertising Alliance website – www.aboutads.info).

   Moreover, Publisher shall: (A) comply with all Ad labelling and disclosure laws, rules, regulations, guidelines, and requirements (such as those set forth in the FTC Endorsement and Native Advertising Guidelines); and (B) ensure that any advertisements it comingles with Promotional Elements comply with Microsoft’s Creative Acceptance Policy available at https://advertising.microsoft.com/creative-acceptance-policy (which is incorporated herein by reference), and Publisher shall promptly (and in any event within 24 hours) remove any advertisements that violate such policy following receipt of notice form CodeFuel or Microsoft.

7. MICROSOFT TRADEMARK GUIDELINES. Publisher’s use of Microsoft Marks must comply with: (a) Microsoft’s Trademark Usage Guidelines available at https://www.microsoft.com/en-us/legal/intellectualproperty/Trademarks/Usage/General.aspx (which is incorporated herein by reference); (b) the Microsoft News attribution requirements in Section ‎7‎(g) above; and (c) any other guidelines or policies provided to Publisher by CodeFuel from time to time. Publisher will use the Microsoft Marks only as illustrated in the Default Configuration Settings and will not modify the Microsoft Marks. Publisher will cooperate with CodeFuel (or, if instructed, with Microsoft) to facilitate periodic review of Publisher’s use of the Microsoft Marks and of Publisher’s compliance with this Exhibit A and correct its misuse of any Microsoft Marks on reasonable notice. All uses of the Microsoft Marks, and all goodwill associated therewith, inure solely to the benefit of Microsoft.
8. GENERAL. Publisher may only access and use the API to display the Default Configuration Settings. If the MSN Homepage is selected as a Default Configuration Setting, then Publisher may set the MSN Homepage as a default on the Publisher Platform.

Schedule 1 to MSN Guidelines

News Feed Ads and Personalization

3. News Feed Ads.
   1. Monetization. Microsoft may, in its sole discretion, place News Feed Ads in Promotional Elements. Microsoft may deliver News Feed Ads directly or through its advertising partners. The parties acknowledge that it may not always be practical to serve News Feed Ads in all circumstances. Microsoft has sole discretion to generate revenue through News Feed Ads.
   2. News Feed Ads User Data. Publisher will provide to CodeFuel (or, if instructed, to Microsoft and its advertising partners) as part of the API Requests (as defined below) such User data CodeFuel or Microsoft may require in order for Microsoft to target the placement of News Feed Ads with appropriate users, in accordance with the terms set forth in Section 3 (API Configuration and Requests) below (“End User Data“). At a minimum, Publisher will provide the following End User Data: (i) a unique identifier for the User, (ii) information on the format of the requested News Feed Ads, (iii) the User’s ad targeting consent signal, (iv) the first three octets of the User’s IP address, and (v) the User’s impression, view and click events. In addition, Publisher will include ad telemetry code (e.g., JS scripts) in the Promotional Elements from Microsoft and its advertising partners so that they may directly collect the End User Data necessary to target the placement of News Feed Ads.
4. Personalization
   3. Personalized Promotional Elements. Microsoft may, in its sole discretion, provide to CodeFuel or directly to Publisher optimized Promotional Elements that have been specifically personalized for individual Users.
   4. Required User Data. Publisher will provide to CodeFuel (or, if instructed, to Microsoft) as part of the API Requests such End User Data as Microsoft or CodeFuel may require in order for Microsoft to generate personalized Promotional Elements for each User, in accordance with the terms set forth in Section 3 (API Configuration and Requests) At a minimum, Publisher will provide the following End User Data: (i) the User’s history of activity in connection with the Promotional Elements, (ii) any preferences collected from the User, (iii) a unique identifier for the User, (iv) the User’s click events, including user ID, activity ID, ID of the content item clicked by the User, and event type, (v) the User’s follow/unfollow of topics selections, and (vii) the User’s like/dislike, share (social networks, such as Twitter and Facebook) and mute actions. If Microsoft supports further personalization of the Promotional Elements, Microsoft may provide the option to receive such further personalization and Microsoft’s requirements for additional End User Data to enable Microsoft to provide such further personalization.
5. API Configuration and Requests. Publisher shall:
   3. To enable Microsoft to place News Feed Ads in Promotional Elements and provide Promotional Elements optimized for individual Users, deliver End User Data to CodeFuel (or, if instructed, to Microsoft) via an API request (the “API Requests“) in accordance with any technical or editorial specifications communicated to Publisher by CodeFuel or Microsoft;
   4. Secure Publisher servers and delivery of the API Requests as aforesaid to meet industry best practices. If the API Requests are compromised, Publisher will cooperate with CodeFuel (and if requested, with Microsoft) to review Publisher’s security practices for alignment with Microsoft’s online services security policy and standards and industry best practices, to test Publisher’s host servers for security issues, and to apply appropriate technical controls to facilitate CodeFuel’s and/or Microsoft’s ability to perform such review; and
   5. Not make any changes to the format or schema of the API Requests without providing CodeFuel at least sixty (60) days’ prior written notice, including a reasonable level of detail explaining the changes.

Schedule 2 to MSN Guidelines

MSN Territories

1. MSN Territory Coverage. For each of the MSN Territories identified in the table below, Publisher will only display the Promotional Elements from the applicable API feed identified in the table below.

2. Changes to MSN Territories. CodeFuel may remove MSN Territories from this Schedule, or change the applicable API feed for an MSN Territory, upon written notice to Publisher, if CodeFuel (or Microsoft) determines in its reasonable discretion that the MSN content is not appropriate for the MSN Territories for regulatory, legal, geopolitical, technical, or licensing reasons.

MSN Territories Table:

*As appropriate, WW English, WW French, and WW Spanish may be used for non-Microsoft News markets with the exception of China or any countries embargoed by US law.