Last Updated: July 1, 2020
Effective Date: January 1, 2020

VDX.tv MEDIA NETWORK TERMS AND CONDITIONS

These VDX.tv Media Network Terms and Conditions (“Terms”) are made between Exponential Interactive, Inc. d/b/a VDX.tv and its affiliates (“VDX.tv”, “we”, “us”, “our”) and you as a Media Company (“you”, “your” or “Media Company”) (each, a “party”, together, the “parties”). These Terms govern your participation in the VDX.tv Media Network – the online affiliate marketing network owned and operated by VDX.tv.

1. Definitions

1.1. “Above the fold” means an Advertisement and content viewable at a minimum of 800×600 pixels without scrolling when a webpage or window loads.

1.2. “Ad Tags” mean JavaScript, HTML, or other code on Media Company Property which triggers the display of an Advertisement.

1.3. “Advertisement” or “Ad” means graphical, digital, interactive, and rich forms of media including without limitation, banners, boxes, buttons, skyscrapers, and any other Standard IAB Units, brand wraps, mobile, podcast, survey, skin, text, video, and any other customized online Advertisement served by VDX.tv or a Third Party Ad Server.

1.4. “Contact Information” means, without limitation, your legal business name, email address, phone number, mailing address, payment profile, and tax information.

1.5. “Cookies” mean data files created by a web server, delivered through a web browser, and stored on a user’s computer or other device on which user receives the Advertisement. Cookies provide insight to a user’s web preferences, online patterns, and characteristics, and identify the user as a return visitor in delivering Advertisements.

1.6. “Impression” means the display of an Advertisement.

1.7. “Impression Count” means each instance that a single Advertisement is rendered for display, as measured by VDX.tv or a Third Party Ad Server.

1.8. “Invalid Click” means any click (or, in the case of a mobile device, any tap) on an Advertisement that: (i) causes the user to reach a destination other than the intended destination (e.g., an incorrect redirect), which may be caused by a server malfunction on the Media Company Property, alterations made by Publisher, or erroneous coding placed on the Media Company Property; (ii) results from applying repeated manual or mechanically automated clicks on a mouse, keyboard, or any other non-human click generation process (including without limitation, robots, spiders, scripts, or other similar software); (iii) results from blind text links, misleading links, forced clicks (e.g., the user’s browser was hijacked); or Advertisement was altered so that it is impossible to close without clicking on it); (iv) VDX.tv determines, in its sole discretion, to be fraudulent in nature, or resulting from incentives, misleading, or coercive means, or any other method that may lead to artificially high numbers of clicks.

1.9. “Inventory” means the space(s) on a webpage, window, or segments in a video application, OTT/CTV Application or podcast owned and operated by Media Company, or on which Media Company has the right to display advertising, in which Advertisements may be displayed and which is made available to VDX.tv under these Terms.

1.10. “Landing Page” means a webpage accessed by a user after clicking or tapping on an Advertisement.

1.11. “Media Company Domain” means a collection of related webpages where the webpage URL is specified by a particular web domain name.

4.1.2. Media Company may place any Standard IAB unit on Media Company Properties via Ad Tags available in its VDX.tv account. Any Inventory made available to VDX.tv may be available to advertisers upon prior written approval by VDX.tv in its sole discretion. Media Company is allowed a maximum of one (1) leaderboard (728×90 pixels) Advertisement Above the fold – meaning that if a VDX.tv leaderboard Advertisement is placed on a page, no other leaderboard or banner ad may appear Above the fold on that same page. Media Company is allowed a maximum of one (1) skyscraper (160×600 pixels) and one (1) rectangle (300×250 pixels) ad unit on any given page.

4.1.3. Media Company is prohibited from modifying Ad Tags or causing them to be modified without VDX.tv’s prior written approval.

4.1.4. With regard to Advertisements displayed in or through a video or media player: (i) only one (1) video or media player may be active when the Advertisement is displayed; (ii) the video or media player must be visible on screen at the time the Advertisement is displayed; and (iii) the video or media player must be greater than 400×300 pixels in size.

4.2. If the Media Company Property is an OTT/CTV Application:

4.2.1. Media Company and VDX.tv will work together in good faith to incorporate Ad Tags into the Media Company Properties and Media Company’s advertising management system and content management system, and address any other technical issues integrating of the Media Company Properties into the VDX.tv Media Network.

4.2.2. Media Company will not attempt in any way and will not authorize or encourage any third party to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Ad Tags, source codes, links, pixels, modules, or other data originating from VDX.tv that allows VDX.tv to provide the VDX.tv Media Network and measure the performance of Advertisements.

4.2.3. Media Company will display each Advertisement in the form and format delivered by VDX.tv without modification. Media Company will not and will not authorize or encourage any other third party to:

4.2.3.1. edit, modify, or otherwise alter any Advertisement, information, or interactive experience contained in any Advertisement;

4.2.3.2. bypass or filter any Advertisement;

4.2.3.3. frame, minimize, or otherwise inhibit the full and complete display of any Advertisement content including any interactive experience (e.g., takeover experience) generated by an Advertisement; and

4.2.3.4. generate Impressions, directly or indirectly, through any automated, deceptive, fraudulent, or other invalid means. Invalid includes without limitation, Impressions originating from Media Company’s IP addresses, computers, or devices under Media Company’s control.

4.3. If Media Company Property is a video application:

4.3.1. Media Company and VDX.tv will work together in good faith to incorporate Ad Tags into the Media Company Properties and Media Company’s advertising management system and content management system and address all other technical issues integrating the Media Company Properties into the VDX.tv Media Network; and

4.3.2. Media Company will not and will not authorize or encourage any other third party to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Ad Tags, source codes, links, pixels, modules, or other data originating from VDX.tv that allows VDX.tv to measure the performance of Advertisements and provide the VDX.tv Media Network.

4.3.3. Media Company will display each Advertisement in the form and format delivered by VDX.tv and without modification. Media Company will not and will not authorize or encourage any other third party to:

4.3.3.1. edit, modify, or otherwise alter any Advertisement, information, or interactive experience contained in any Advertisement;

4.3.3.2. bypass or filter any Advertisement; or

4.3.3.3. frame, minimize, or otherwise inhibit the full and complete display of any Advertisement content including any interactive experience (e.g., takeover experience) generated by an Advertisement.

4.3.4. Media Company will not and will not authorize or encourage any third party to generate

Impressions, directly or indirectly, through any automated, deceptive, fraudulent, or other invalid means. Invalid means includes without limitation Impressions:

4.3.4.1. originating from Media Company’s IP addresses, computers, or devices under Media Company’s control;

4.3.4.2. solicited by unauthorized payment of money, false representation, or any illegal or otherwise invalid request for users to view, engage, or interact with Advertisements;

4.3.4.3. generated by auto-playing Advertisements or auto-playing video content incorporating Advertisements;

4.3.4.4. that are user imitated or non-user initiated; or

4.3.4.5. otherwise acquired in violation of these Terms.

4.3.5. Advertisements displayed in or through a video or media player: (i) only one (1) video or media player may be active when the Advertisement is displayed; (ii) the video or media player must be visible on screen while the Advertisement is displayed; and (iii) the video or media player must be greater than 400×300 pixels in size.

4.4. Media Company is responsible for presenting the following Viewed Content Advertising information to the user including without limitation:

4.4.1. a statement disclosing the fact that data may be collected for Viewed Content Advertising purposes through the TV or application; and

4.4.2. a conspicuous link to, or a description of how to access, an Opt-Out Mechanism for Viewed Content Advertising on the screen or most appropriate user interface.

4.5. Media Company will not and will not authorize or encourage any third party to, engage in any activities that VDX.tv determines in its sole discretion to be fraudulent, including without limitation: (i) placing Ad Tags on Media Company Properties without VDX.tv’s prior written approval; (ii) generating any Invalid Clicks; (iii) directly or indirectly generating impressions, clicks, video plays, engagements, leads, or conversions through any automated, deceptive, fraudulent, or other unenforceable means, including without limitation: repeated manual clicks; the use of robots or other automated tools or computer-generated requests; the unauthorized use of other services or software; placing Advertisements on blank webpages or on webpages with no content; stacking Advertisements (e.g., placing one (1) Advertisement on top of one (1) another so that more than two (2) Advertisements are next to each other); incentivizing offers or creating the appearance of incentivized offers; placing statements near Advertisements requesting that users click on the Advertisement (e.g., “Please click here”) or visit the sponsor (e.g., “Please visit our sponsor”); placing misleading statements near the Advertisement (e.g., “You will win $1,000”); asking users to take advantage of other Advertisements or offers other than those listed by the particular Advertiser; serving Advertisements or driving traffic to such Advertisements; using any downloadable applications without the prior written approval of VDX.tv, which if provided, is subject in each case to the Advertisements being shown only once per user session when the application is active, enabled, and clearly recognizable by the user as being active and enabled and furthers that serving Advertisements at any time when the downloaded application is not active is strictly prohibited; using invisible methods to generate impressions, clicks, or transactions that are not initiated by the affirmative action of the user; attempting in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Ad Tags, codes, links, pixels, modules or other data provided by or obtained from VDX.tv that allows VDX.tv to measure ad performance and provide its service; or delivering in-page Advertising code via pop- ups/unders; (iv) edit, modify, filter, truncate, or change the order of the information contained in any Advertisement or remove, obscure, or minimize any Advertisement in any way; (v) frame, minimize, remove, or otherwise inhibit the full and complete display of any Landing Page; (vi) redirect a user away from any Landing Page, provide a different version of the Landing Page that a user would access by going directly to the Landing Page, cause the display of any interstitial webpage(s) or any other thing between the Advertisement and the Landing Page or otherwise provide anything other than a direct link from an Advertisement to its corresponding Landing Page; (vii) directly or indirectly access, launch, or activate Advertisements through or from, or otherwise incorporate Advertisements into, any website, video application, or form of media other than Media Company Properties; (viii) disseminate malware; (ix) make use of format codes or creative formats for Advertisements provided by VDX.tv for any purpose other than the display of Advertisements pursuant to these Terms; (x) create a new account to use the VDX.tv Media Network after VDX.tv suspended or terminated Media Company’s account; (xi) act in a manner resulting in complaints from Advertisers regarding Media Company or Media Company’s performance hereunder; (xii) disparage VDX.tv, its products, or services; or (xiii) otherwise conduct itself in an unprofessional manner as determined by VDX.tv in its sole discretion.

VDX.tv is required by U.S. law to collect certain tax withholding information from all Media Companies. Media Companies must submit such information upon activation of their account with VDX.tv. The accuracy and completeness of such information is the sole responsibility of Media Company. No payments will be made to Media Company until all required tax or other information has been provided. Where applicable, Media Company will be solely and exclusively responsible for the payment of any sales, use, consumption, value- added (i.e., indirect taxes) and other taxes including excise, digital, or similar taxes or surcharges (i.e., transaction taxes) imposed by a governmental authority arising solely from or directly related to any amount payable under these Terms other than taxes on VDX.tv’s net income and any taxes imposed upon VDX.tv under applicable law.

We are also active members of the Digital Advertising Alliance (“DAA”), and the Digital Advertising Alliance of Canada (“DAAC”) and are signatories to the DAA Self-Regulatory Principles for Online Behavioral Advertising and the DAAC Self-Regulatory Principles for Online Behavioural Advertising.

Under the California Consumer Privacy Act of 2018, as amended (“CCPA”), Media Company must provide a clear mechanism for California consumers to opt-out of the sale of their personal information. This may involve a prominent link on every page where personal information is collected offering the user a “Do Not Sell my Personal Information” link which leads to an opt-out.

11.5. As between VDX.tv and Media Company, Media Company is solely responsible for setting, negotiating, monitoring, and enforcing the terms through which Media Company sells inventory for the display of Media Company-Selected Ads, including without limitation to terms regarding pricing, campaign management, billing, payment, and collections of amounts due, subject to the following:

11.5.1. The terms under which Media Company sells inventory for the display of Media Company- Selected Ads will not conflict these AdServer Supplemental Terms;

11.5.2. Media Company will not make any representation, warranty, guarantee, claim, or promise regarding the AdServer Service;

11.5.3.Media Company will not represent itself to be an employee, agent, partner, or legal representative of VDX.tv for any purpose; and

11.5.4. Media Company will not create or purport to create any obligation, responsibility, or liability on behalf of VDX.tv, including without limitation any obligation, responsibility, or liability arising from or related to billing, payment, or collections of any amounts due or claimed to be due as a result of transactions through which Media Company sells inventory for the display of Media Company- Selected Ads.

11.6. As between VDX.tv and Media Company, Media Company is solely responsible for the content of all Media Company-Selected Ads and for Media Company’s use of the AdServer Service and shall defend, indemnify, and hold VDX.tv, its officers, directors, affiliates, employees, agents, representatives, and advertisers harmless to the fullest allowable extent under law from and against any and all third party claims, demands, liabilities, expenses, losses, and damages (including attorney’s fees) resulting from or related to: (i) Media Company-Selected Ads; (ii) Media Company’s use of the AdServer Service; or (iii) Media Company’s breach of these AdServer Supplemental Terms.

11.7. VDX.tv reserves the right, at any time and in its sole discretion to: (i) change, suspend, or discontinue all or part of the AdServer Service; (ii) impose limits on Media Company’s use of, or restrict Media Company’s access to, all or part of the AdServer Service; or (iii) charge fees for use of or access to the AdServer Service.

Both parties understand and acknowledge that, during the performance of these Terms, each party may be required to disclose to the other certain information which a party regards as proprietary or confidential. As used herein, the term (ii) trade secrets, business plans, strategies, and methods; (iii) computer system architecture and network configurations; (iv) all information obtained through the Media Company Interface, including payment amounts received by Media Company hereunder; and (v) any other information relating to the Disclosing Party that is not generally known to the public, including information about the Disclosing Party’s personnel, products, customers, financial information, marketing, and pricing strategies.

18. Limitations on Liability

EXCEPT FOR MEDIA COMPANY’S INDEMNIFICATION OBLIGATIONS IN SECTION 17 ABOVE, IN NO EVENT WILL VDX.TV BE LIABLE TO MEDIA COMPANY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF VDX.TV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). NOTWITHSTANDING ANYTHING HEREIN, IN NO EVENT WILL VDX.TV’S TOTAL LIABILITY HEREUNDER EXCEED THE AMOUNT OF FEES DUE TO MEDIA COMPANY HEREUNDER FOR THE MONTH IMMEDIATELY PRECEEDING THE DATE OF THE CLAIM.

19. Right to Modify Terms

VDX.tv reserves the right in its sole discretion to change or alter the services and technology it provides Media Company or these Terms from time to time without prior notice to Media Company; however, changes made to these Terms will not apply to Media Company to the extent that (i) the changes concern matters that are the subject of an actual dispute between Media Company and VDX.tv as of the date the changes take effect;and(ii)VDX.tvhasactualnoticeofthedisputeasofthedatethechangestakeeffect. UpdatedTerms will be posted on VDX.tv’s website. Continued participation in the VDX.tv Media Network following the posting of such updated Terms constitutes Media Company’s consent to be bound by such updated Terms.

20. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of California without regard to its conflicts of law provisions. All disputes between the parties arising from or concerning in any manner the subject matter of these Terms will be resolved through binding arbitration by JAMS in San Francisco, California.

21. Intellectual Property License

Media Company hereby grants to VDX.tv a limited, non-transferable (except as provided for herein), non- exclusive license, during the term of Media Company’s participation in VDX.tv, to use and display the trademarks and logos associated with the Media Company Properties (“Media Company Marks”) for the purpose of listing and promoting the Media Company as a member of VDX.tv in connection with marketing to and communication with potential advertisers.

22. Miscellaneous

22.1. The parties hereto are independent contractors, and nothing contained herein or done in performance of these Terms will constitute either party as the agent or employee of the other party or constitute the parties as partners or joint ventures.

22.2. Media Company may not assign or otherwise transfer, whether voluntarily or by operation of law, any of the rights or obligations contained herein without the prior written consent of VDX.tv. VDX.tv may transfer or assign its obligations under these Terms without Media Company’s consent in connection with the sale, transfer, or reorganization of VDX.tv’s business.

22.3. These Terms constitute the entire agreement between the parties as to the subject matter hereof and supersede any prior proposals, agreements, or representations between the parties.

22.4. The waiver by either party of a breach or right under these Terms will not constitute a waiver of any other or subsequent breach or right. If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, such provision will be severed from the remainder of these Terms, which will remain in full force and effect.