SELLER BILLED GUARANTEED ORDERS TERMS AND CONDITIONS

Updated: December 15, 2016

The Rubicon Project Guaranteed Orders Service (“GO”) now includes the option to participate in “Seller Billed” Guaranteed Orders, whereby Sellers directly invoice Buyers to collect payment for the sale of advertising inventory through GO. You are responsible for performing your own due diligence in assessing whether to enter into a Guaranteed Order with a Buyer, including with respect to Buyer creditworthiness and ad quality. If you elect to participate in a Seller Billed Guaranteed Order, you agree to be bound by the following terms, which (where applicable) override any contradictory terms in your operative GO agreement with Rubicon Project (“GO Agreement”):

1. Rubicon Project will not collect amounts that Buyers owe to Sellers for any Seller Billed Guaranteed Order. All Buyers and Sellers that participate in a Seller Billed Guaranteed Order shall be responsible for making independent arrangements for collection and payment. Rubicon Project bears no responsibility or liability in regards to collections or amounts owed by any Buyer to any Seller for a Seller Billed Guaranteed Order.

2. Rubicon Project may, at its sole discretion, (1) invoice you directly for fees owed to Rubicon Project pursuant to your GO Agreement (“GO Fees”), or (2) deduct GO Fees from any other amounts owed to you by Rubicon Project in connection with this or any other Rubicon Project service. Where GO Fees are invoiced directly, you shall pay such amounts within 45 days of the invoice date.

3. Rubicon Project may conduct credit checks on Sellers entering into Seller Billed Guaranteed Orders. If Rubicon Project determines, in its sole discretion, that Seller presents a credit risk, Rubicon Project may require a security deposit.

4. Aside from the changes described herein, all other terms of your GO Agreement remain in full force and effect, including (but not limited to) all reporting obligations and timelines.

All Seller Billed Guaranteed Orders will be designated and will require your affirmative consent prior to participation. If you do not agree to these GO Seller Billed Terms and Conditions (“Seller Billed Terms”), do not consent to participate in a Seller Billed Guaranteed Order. If you access or use GO on behalf of a company, principal, or other entity, these Seller Billed Terms will be fully binding on such entity and its affiliates, and you represent that you have the requisite authority to so bind them. In such case, the term “you” will refer to such entity and its affiliates. If you do not have this authority, you may not consent to these Seller Billed Terms.