VIDEOLOGY DETVGO™:
TERMS OF ACCESS AND USE


CAREFULLY READ THESE TERMS. BY LOGGING INTO THE VIDEOLOGY® DETVGO PLATFORM OR APPLICATION WITH THE PROVIDED USERID AND PASSWORD, OR THROUGH YOUR USE OF SAME, YOU AGREE TO BE BOUND BY THE FOLLOWING ACCESS TERMS ON BEHALF OF YOURSELF AND YOUR COMPANY/EMPLOYER.

PLEASE NOTE, THESE TERMS ARE LIMITED TO ACCESSING THE VIDEOLOGY DETVGO SYSTEM FOR EVALUATION PURPOSES ONLY. A SEPARATE, SIGNED INSERTION ORDER IS REQUIRED PRIOR TO THE EXECUTION OF A MEDIA PLAN OR PURCHASE OF ANY TV INVENTORY FROM VIDEOLOGY.

These Videology DETVGO Terms of Access & Use (“Access Terms”) are entered into by and between Videology, Inc., a Delaware corporation (“Videology”), and the Advertiser (defined below) accessing or using the System (defined below) for the limited, non-transactional purposes identified herein. Videology and Advertiser are each deemed a “Party” and collectively, the “Parties”. By logging into the System with the provided userid and password, or otherwise using the System, Advertiser agrees to be bound by, and consents to, these Access Terms with respect to the subject matter herein. The Terms are effective as of the first date and time Advertiser logs into the System (“Effective Date”) through the License Term (defined below). The Parties agree as follows:

1. DEFINITIONS.

“Advertiser” means any entity or person accessing or using the System for the purposes identified herein; if such person is an employee of a company, “Advertiser” shall include such person’s employer.

“Advertisement” means a commercial message for products or services intended to be shown during linear television programming.

“Advertiser Materials” means any data, information or other materials provided by Advertiser or a Client to Videology hereunder.

“Client” means, if Advertiser is an agency, a person or entity represented by the Advertiser for the purpose of developing Media Campaigns for such Client’s products or services.

“Inventory” means linear television advertising inventory and any data or information relating to same (e.g., avails).

“Inventory Provider” means an entity (e.g., a television network, cable broadcaster or MVPD) that permits a party to place Advertisements within its Inventory and that may offer Inventory through the System or Services.

“Inventory Provider Materials” means any Inventory or related data or materials originating from an Inventory Provider and provided through the System or Services.

“License Term” means that time commencing on the Effective Date and expiring upon the Termination Event per Section 9.

“Media Campaign” means one or more Advertisements associated with a single brand, company, or product.

“System” means Videology’s proprietary DETVGOTM platform and/or application for data-enabled planning of linear television ad campaigns, and any associated systems of servers, software, and technology.

“Services” means Videology’s limited services provided in connection with these Access Terms, per Section 4.

“Videology Materials” means, collectively, the System, Videology Data, and any other data or information provided by Videology to Advertiser hereunder.

“Output” means any Media Campaign planning recommendations or solutions produced by the System that are generated using Videology Data and/or Inventory Provider Materials and provided to Advertiser including, if applicable, media plans generated based on television audience classifications or other Videology Data.

“Videology Data” means demographic and behavioral data that is owned, licensed or otherwise acquired by Videology for use in the System, and any Output provided to Advertiser by Videology.

2. CONFIDENTIALITY.

a. General. All material and information supplied directly or indirectly by any Party (“Disclosing Party”) to another Party (“Recipient Party”) in the course of the Disclosing Party’s performance hereunder are confidential and proprietary to such Disclosing Party (“Confidential Information”). Confidential Information includes, but is not limited to, any information that is marked “confidential” or should reasonably be understood to be confidential or proprietary. Confidential Information does not include any information that was (a) known to the Recipient Party at the time of disclosure; (b) developed independently by such Recipient Party without violating the terms herein; (c) in the public domain at the time of disclosure or enters the public domain following disclosure through no fault of the Recipient Party; or (d) disclosed to the Recipient Party by some third party having a right to disclose the same. The Recipient Party agrees that it will not disclose any Confidential Information to any third party, unless such third party agrees to protect such Confidential Information as provided herein, and that it will not use Confidential Information for any purpose not permitted under these Access Terms, both during the License Term and following termination of these Access Terms.

b. Videology System. Advertiser agrees that all material and information which it accesses or receives directly or indirectly through its use of the System (including Videology Materials and Inventory Provider Materials, but excluding Advertiser’s (or a Client’s) Confidential Information) shall be treated as Videology’s Confidential Information under these terms.

c. Output. Advertiser agrees that any Output provided by Videology and/or received by Advertiser shall be treated as Confidential Information under these terms; provided, if Advertiser is an agency, Advertiser may disclose Output to a Client solely with respect to such Client’s proposed Media Campaign(s), subject to such Client’s compliance with these terms, and provided Advertiser shall be liable for any breaches to the foregoing on Client’s behalf. Additionally, Advertiser may only use Output internally, for non- commercial purposes, and for the purpose of planning Advertiser’s (or its Client’s) Media Campaigns with respect to a potential transaction with Videology (any such transaction being subject to an IO) and not for any other purpose. Advertiser shall not decompile, reverse engineer, disassemble, sublicense, distribute, dispose of, modify, adapt, translate or remove any proprietary or copyright legend from any Output. Advertiser’s access to and use of Output is also subject to the terms of Advertiser’s and/or Client’s license agreement (if any) with the applicable third- party data provider whose data is included as part of the Videology Data used to generate the Output.

3. LICENSE AND RESTRICTIONS.

a. Subject to Advertiser’s compliance with these Access Terms, Videology grants Advertiser, during the License Term, a limited, royalty-free, nontransferable, nonexclusive license under its copyrights to access and use the System solely for the following purposes: to test and evaluate the System and Services, and to communicate with Videology with respect to potential transaction(s) for purchasing Inventory and/or planning or delivering Media Campaign(s) through the System or Services via IO(s) (collectively the “Limited Purpose”). Advertiser shall not use the System for any other commercial or non- commercial purpose.

b. Advertiser shall not disclose, distribute, modify or make commercial use of the System or any Output or other Videology Materials. Advertiser agrees and acknowledges that any transactions for the purchase of Inventory and/or the delivery of Media Campaigns using the System are not permitted under these terms; and that any such transactions for Inventory must be contracted separately via a valid, mutually-executed insertion order or other written agreement or commercial platform license agreement (any such agreement, an “IO”) between Videology and Advertiser which shall govern such transaction. Advertiser agrees and acknowledges that any Videology Materials provided hereunder (e.g., sample media plans/Output, proposed Inventory pricing/fees, etc.) are not guaranteed or final except as memorialized through a binding, mutually-executed IO.

c. Advertiser may only use the System and the Videology Data in accordance with the limited rights expressly granted herein. All rights not expressly granted herein are RESERVED to Videology. Advertiser must use the System only in accordance with instructions provided by Videology, and only in accordance with Videology’s standard security procedures, as communicated to Advertiser by Videology.

d. Advertiser agrees that each entity accessing the System via Advertiser’s provided userid(s) and/or password(s), plus Advertiser on their behalf, shall be bound by these terms. Advertiser is entirely responsible for maintaining the confidentiality of the password(s) assigned to Advertiser. Advertiser shall immediately notify Videology if a password is lost, stolen, disclosed to an unauthorized third party, or has otherwise been compromised. Advertiser shall be solely responsible for any and all System activities conducted under Advertiser's account or userid.

e. As between the Parties, Videology is the sole and exclusive owner of the entire right, title and interest in and to the System, including all software, databases exclusively related to the System, the Videology Data, and the Service(s) and other aspects and technologies related to the System and Service(s), and any enhancements thereto and any materials provided to Advertiser by Videology. Advertiser does not have the right to re-sell, re-use, or duplicate the System, the Videology Data, nor any of their components, at any time. Advertiser shall not try to de- compile, re-compile, disseminate, re-construct, copy, create derivative works, misuse, or abuse the System, the Videology Data, or any components thereof at any time.

f. Advertiser is responsible for obtaining and maintaining any equipment and ancillary services needed to connect with, access or otherwise use the System, including, but not limited to, modems, hardware, servers, software, operating systems, networking, web servers, long distance and local telephone service (collectively “Equipment”). Advertiser shall ensure that the Equipment complies with all configurations and specifications relating to the System.

4. LIMITED SERVICES.

Videology agrees to make commercially reasonable efforts to provide the following Services: (1) provide to Advertiser, upon agreement to these Access Terms, a working userid and password enabling Advertiser’s use of the System contemplated herein, (2) upon reasonable request, provide technical assistance to Advertiser regarding accessing or providing materials through the System; and (3) subject to Advertiser providing required information regarding a potential Media Campaign (e.g., budget, flight dates, demo targets), provide Advertiser with sample media plan(s), sample Inventory pricing, and proposed IO terms in connection with the delivery and Inventory purchase for such Media Campaign, all subject to order confirmation from Inventory Provider(s) and final IO terms. Except for the foregoing Services, Videology shall not be responsible for performing any additional services or obligations except as set forth separately in a mutually- executed IO.

5. COMPLIANCE WITH LAW.

Advertiser shall comply with all laws, regulations, rules, ordinances and orders, as may be amended from time to time, including any applicable intellectual property and privacy laws and regulations, with respect to: (a) its use of the Videology Materials and the Inventory Provider Materials hereunder; and (b) any provision of Advertiser Materials to Videology hereunder.

6. WARRANTY DISCLAIMER.

WITH RESPECT TO ANY VIDEOLOGY MATERIALS AND INVENTORY PROVIDER MATERIALS FEATURED IN THE SYSTEM OR PROVIDED THROUGH THE SERVICES: (1) ALL SUCH MATERIALS ARE PROVIDED AS IS WITH NO GUARANTEES; AND (2) VIDEOLOGY MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY OF NONINFRINGEMENT. ADDITIONALLY, VIDEOLOGY MAKES NO GUARANTEES REGARDING THE AVAILABILITY, ACCURACY, OR QUALITY OF ANY INVENTORY PROVIDER MATERIALS PROVIDED HEREIN.

7. LIMITATION OF LIABILITY.

VIDEOLOGY SHALL NOT BE LIABLE FOR ANY PROPERTY DAMAGE, PERSONAL INJURY, LOSS OF PROFITS, INTERRUPTION OF BUSINESS OR ANY SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, CONTRACT, STRICT LIABILITY OR OTHERWISE. VIDEOLOGY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY ARISING FROM ANY DISPUTE BETWEEN ADVERTISER AND ANY INVENTORY PROVIDER WITH RESPECT TO ANY INVENTORY PURCHASES OR OTHER TRANSACTIONS. VIDEOLOGY DISCLAIMS ALL LIABILITY, INCLUDING LIABILITY FOR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, RELATING TO THE VIDEOLOGY MATERIALS OR INVENTORY PROVIDER MATERIALS.

VIDEOLOGY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE ACCESS TERMS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED US$1000. ADVERTISER ACKNOWLEDGES THAT THIS PROVISION REFLECTS THE AGREED UPON ALLOCATION OF RISK FOR THESE TERMS AND VIDEOLOGY WOULD NOT ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

8. INDEMNITY.

Advertiser shall defend, indemnify and hold Videology harmless from and against all damages, penalties, costs and expenses (including reasonable attorney's fees) incurred by Videology in connection with any suit, claim or proceeding arising or resulting from: (i) Advertiser’s, or a Client’s, failure to comply with any of these Access Terms, or (ii) any claim of intellectual property infringement, violation of the right of privacy or publicity, libel, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with any Advertiser Materials.

9. TERMINATION.

The License Term shall commence as of the Effective Date and continue until such time Videology elects to terminate Advertiser’s license and rights hereunder, which Videology may do in its discretion at any time or for any reason by delivering written notice including via email (“Terminating Event”). Upon Videology’s execution of the Terminating Event, the License Term and these Access Terms shall automatically expire, exceptfor paragraphs 2 and 5 through 10, which shall survive such termination.

10. GENERAL

a. Controlling Law. Any claims arising under or relating to these Access Terms shall be governedby the laws of the State of Delaware or federal courts located in Delaware, without regard to principles of conflict of laws. Each party hereby agrees to jurisdiction and venue in the courts of the State of Delaware with respect to any disputes arising under these Access Terms.

b. Remedies. Advertiser acknowledges that any disclosure, commercialization, or public use ofthe Videology Materials or Inventory Provider Materials would cause irreparable injury to Videology, and consents to the grant of an injunction by any court of competent jurisdiction in the event of a threatened breach.

c. Assignment. Advertiser may not delegate, assign or transfer any rights granted or obligations incurred under these Access Terms, expressly, by implication, by operation of law, by way of merger (regardless of whether Advertiser is the surviving entity) or acquisition, or otherwise, and any attempt to do so without Videology’s express prior written consent shall be null and void. Videology may assign its rights and obligations hereunder in its sole discretion.

d. Waiver. Any waiver or failure to enforce any provision of these terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

e. Severability. In the event that any provision of these Terms is deemed unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render these Terms unenforceable or invalid asa whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

f. Entire Agreement. These Access Terms constitute the entire agreement between Advertiser and Videology with respect to the Limited Purpose, and supersede in their entirety any and all prior oral or written agreements between the parties with respect to the subject matter hereof. These Terms may be modified from time to time in Videology’s discretion. No other modifications shall be permissible unless mutually agreed-to by each Party in writing. In the event that the Parties enter into an IO with respect to an Inventory purchase or another transaction, such IO terms will control over these Access Terms with respect to the subject matter of such transaction. Additionally, these Access Terms shall have no binding effect on any valid agreement between Videology and Advertiser regarding subject matter outside of the Limited Purpose (e.g., delivery of digital/OTT advertising campaigns through the System, if applicable).

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