These Ads Plus Services Terms (the "Ads Plus Terms") govern the Ads Plus Services provided by Company. The Ads Plus Services are subject to the terms and conditions of any master services agreement between Company and Customer (the "MSA"). In the event of a conflict between the MSA and these Ads Plus Terms, these Ads Plus Terms shall govern with respect to the Ads Plus Services.

1. DEFINITIONS.
   1. "Ad Inventory" means all advertising opportunities identified in a Service Order for Ads Plus Services that are offered to Company.
   2. "Ad Partner" means an advertiser, ad network, ad exchange or other person or company that purchases any Ad Inventory.
   3. "Ads Plus Revenue" means advertising revenues actually received by Company from the sale of Ads Plus Ad Inventory, excluding the O&O Share, if any, and excluding any applicable taxes.
   4. "Ads Plus Service Order" means an ordering document agreed by Company and Customer for Ads Plus Services.
   5. "Ads Plus Services" means the advertising sales services where Company, directly or through its partner network, sells the Ad Inventory.
   6. "Company" means the applicable Amagi entity identified in the respective Service Order.
   7. "Customer" means the applicable Customer identified in the respective Service Order.
   8. "O&O Share" shall have the meaning assigned to it in the applicable Ads Plus Service Order, if any.
2. Ads Plus Services
   Customer authorizes Company to monetize the Ad Inventory on its behalf and collect the resulting Ads Plus Revenue as further described in an Ads Plus Service Order. Company may represent the Ad Inventory alone or bundled with other digital ad inventory. Company does not guarantee the successful sale of any Ad Inventory, including with respect to placements, fill rates, volume of impressions delivered or amounts payable to Customer. Company will have no obligation to pay for any unsold Ad Inventory.
3. Reports and Payments
   1. Within forty-five (45) days following the end of each calendar month, Company shall provide a monthly report ("Revenue Report") to Customer setting out the Ads Plus Revenue for such calendar month based on the applicable reports furnished by Ad Partners.
   2. Customer shall invoice Company for Customer’s share of the Ads Plus Revenue based on the Revenue Report, and Company shall pay the amounts owed under such invoice to Customer within sixty (60) days of its receipt of such invoice based on cash receipts cleared from Ad Partners.
   3. Company’s tracking and reporting of the Ad Inventory will be the controlling measurement used for calculation of payments to the Customer and confirmation of the delivery of the Ad Inventory to Company. If a payment from Company to Customer for any month would be less than five hundred U.S. dollars ($500) (the "Threshold"), Company reserves the right to roll such payment over month to month until such time as the payment due by Company reaches the Threshold, at which time Company will make the applicable payment. Customer shall have the right, at its own expense, not more than once per calendar year, upon reasonable prior written notice, to review and/or audit the books and records of Company to the extent required to review the accuracy of the amounts invoiced and paid by Company to Customer with respect to the applicable share of revenue. The audit must be conducted during normal business hours and in a manner that does not unreasonably interfere with the normal business operations of Company. If such review or audit reveals a discrepancy in favor of Customer, Company shall promptly pay the amounts owed to Customer. If such discrepancy exceeds the amounts due for such period by five (5%) percent or more and is in an amount of not less than ten thousand U.S. dollars ($10,000), Company shall reimburse Customer for the reasonable costs of the audit and promptly pay the amount of the underpayment.
   4. Company may adjust the amount due to Customer after the applicable reporting period and/or recoup any amounts paid to Customer in prior months to account for any discrepancies, including due to Company’s determination, in its sole discretion, that traffic originating from Customer was invalid or fraudulent, refunds or advertiser non-payments. Company may set off against amounts due to Customer under this Ads Plus Terms any amounts owed by Customer to Company.
   5. All payments required to be made under the applicable Ads Plus Service Order are exclusive of indirect taxes, and the Customer agrees to bear and be responsible for the payment of all such taxes, including, but not limited to, all sales, service or other indirect taxes and their equivalents which may be levied or assessed in connection with any license granted or Ads Plus Services provided hereunder (excluding only taxes based on Company’s income).
4. Representations, Warranties and Covenants
   1. Each of Company and Customer represents, warrants and covenants that: (i) it has the full right, power and authority to enter into and carry out the terms of the applicable Ad Plus Service Order; (ii) its execution and delivery of the applicable Ad Plus Service Order, and the performance of its obligations thereunder, do not conflict with or violate applicable laws or regulations, its constitutive documents, or any obligations owed by it to third parties; and (iii) it shall comply with the data protection addendum between the parties or, in the absence of a signed data protection addendum between the parties, the Data Protection Addendum set forth in https://www.amagi.com/data-protection-addendum.
   2. Customer represents and warrants that it owns or has the authority to represent the Ad Inventory and make it available to Company as set forth in these Ads Plus Terms and the applicable Ad Plus Service Order.
   3. Customer further represents, warrants and covenants that (i) all Ad Inventory shall be compliant with standard ad inventory quality requirements as generally accepted by the industry, (ii) all Ad Inventory and Company shall comply with Company’s Acceptable Use Policy set forth in Annex 1, (iii) Company shall be placed in the top tier within ad decisioning technology, (iv) Company shall be listed as ‘direct’ in all ads.txt and app-ads.txt records, (iv) Customer shall not modify, resell or reverse engineer any materials, tags or software provided by Company and (v) Customer shall provide all necessary support required by the Company to integrate the Ad Inventory functions properly with the systems and platforms used by the Company.
5. Indemnity
   Each of Company and Customer ("Indemnifying Party") shall indemnify, defend and hold harmless the other and its officers, directors, employees, agents, subcontractors, and affiliates ("Indemnified Parties") from and against any loss, damage or expense (including reasonable attorneys’ fees) incurred in connection with any claims, actions, investigations, demands, suits or proceedings made against any Indemnified Parties by an unaffiliated third party arising out of a breach by Indemnifying Party of its representations or warranties in these Ads Plus Terms. Indemnified Party shall notify Indemnifying Party promptly in writing of any third-party claim ("Claim"), provided, however, that failure to give such notice will only relieve Indemnifying Party of its indemnity obligations hereunder to the extent Indemnifying Party is prejudiced thereby. Indemnified Party will reasonably assist Indemnifying Party in the defense of the Claim, at Indemnifying Party’s expense. Indemnifying Party shall have sole control of the defense and any settlement negotiations, provided that it may not settle any Claim without the prior written approval of Indemnified Party (not to be unreasonably withheld or delayed). Indemnified Party shall have the right to participate at its sole cost and expense with counsel of its own choosing.
6. Limitation of Liability
   Neither party will be liable to the other party or to any third party for loss of profits, or any special, indirect, incidental, consequential, or exemplary damages, including loss profits and costs, in connection with the performance or obligations under the applicable Ads Plus Service Order, even if it is aware of the possibility of such damages. Except for willful misconduct and gross negligence, Company’s liability for all claims arising under the applicable Ads Plus Service Order, whether in contract, tort or otherwise, will not exceed the amount of fees paid for the applicable Ads Plus Service Order which forms the subject of the claim during the twelve (12) month period immediately preceding the event giving rise to the claim. The provisions of these Ads Plus Terms allocate risks between the parties, and the pricing set forth reflects this allocation of risk and the limitation of liability specified herein.
7. Confidential Information
   Neither party shall use or disclose any information of the other party which is notified in writing to be confidential ("Confidential Information"), except as expressly authorized by these Ads Plus Terms. Each party shall protect all such Confidential Information using the same degree of care that the party uses with respect to its own proprietary information, but in no event less than reasonable care. Notwithstanding the foregoing, Company may collect and utilize data from the Ads Plus Services to analyze audience characteristics and behavior and optimize advertising strategies; provided, that, such optimization is not specific to Customer’s audience.
8. Miscellaneous
   Any notices provided under the applicable Ads Plus Service Order shall be given to the appropriate party at the address set forth in such Ads Plus Service Order. Such notice shall be deemed given upon receipt when sent through courier, personal delivery or registered or certified mail, or on the day the email is sent if the notice is sent via the email address below. Either party may change its notices information at any time by providing written notice (including through email) to the other party. The applicable Ads Plus Service Order shall be governed by the laws specified in Annex 2, without reference to conflicts of laws principles. The courts located in the applicable venue specified in Annex 2 shall have exclusive jurisdiction over any dispute or claim related to these Ads Plus Terms. Any variation, amendment or modification to these Ads Plus Terms must be mutually agreed to in writing and executed by each of the parties. If any part of these Ads Plus Terms is held unenforceable, it shall be deemed severable, and the validity of all remaining parts will not be affected. The parties are independent contractors and are not partners or joint ventures.

ANNEX I

Ads Plus Services Acceptable Use Policy

By accessing or using the Ads Plus Services, Customer agrees to this Ads Plus Services Acceptable Use Policy (this “Policy”). This Acceptable Use Policy is in addition to the Ads Plus Terms or other agreement entered into between Customer and Company. 

Customer represents and warrants that:

• it has ownership of or all necessary licenses, rights and clearances in and to the content within which the Ad Inventory is made available sufficient to have such content broadcasted or distributed for viewing by the intended audience.
• the content within which the Ad Inventory is made available does not contain or promote any material, nor link to any material, that:
  • is defamatory, obscene, seditious, threatening or likely to incite racial hatred or discrimination; 
  • violates any applicable laws or regulations; 
  • violates, infringes upon or misappropriates any rights of any third parties, including but not limited to infringement or misappropriation of intellectual property rights; or
  • contains any viruses, worms, Trojan horses, malware, spyware or other contaminants.
• it shall not knowingly pass and shall ensure that any applicable distribution partner does not knowingly pass to Company any personal information of children under 13 unless such personal information is accompanied by a COPPA or other equivalent signal or flag.

Company may modify or update this Policy from time to time, and in case of material changes to the same, Customer shall be notified in advance to allow compliance thereof within reasonable time.

ANNEX 2

Amagi Contracting Entity and Governing Law