Stream Composer Addendum

STREAM COMPOSER ADDENDUM 

This Stream Composer Addendum (the “Addendum”) establishes additional terms and conditions under which you obtain Transmit.Live’s Stream Composer Services as described in the Service Order (or other document) signed by you (the “Client”). This Addendum is incorporated into your Agreement with Transmit.Live (the “Agreement”) and governs the Services which Transmit.Live performs or offers to you (together with Transmit.Live, the “Parties,” each a “Party”).

To the extent that the terms set forth in this Addendum are inconsistent with the terms of the Agreement, the terms set forth herein shall apply. 

1. Definitions.
   1. “Access Protocols” means login information, passwords, security protocols, and policies through which Authorized Users access the Transmit.Live Platform.
   2. “Advertising Inventory” means the digital advertising space created through use of the Transmit.Live DAI on the Properties.
   3. “Ad” or “Commercial Announcement” means a digital video advertisement, including picture in picture video, pre-roll, mid-roll or graphic overlay, that is used by an Advertiser to promote a good, activity, brand or service.
   4. “Advertiser” means any entity that has any Ad delivered to one or more Properties.
   5. “Advertiser Data” means, collectively, any User Volunteered Data and any data collected through an Advertiser Tag.
   6. “Advertiser Tag” means code placed on an Ad by or on behalf of an Advertiser for purposes of gathering and measuring data regarding performance of the Ad (e.g., number of impressions, interactions, and header information) or for ad verification to detect NHT.
   7. “Authorized User” means each of Client’s employees, agents, and independent contractors who are provided Access Protocols by Client or Transmit.Live at Client’s direction.
   8. “Demand Source” means any direct or third party source of advertising.
   9. “Inventory” means the digital advertising space created through use of the Transmit.Live DAI on the Properties.
   10.     1.10.“Monthly Payment” means the greater of revenue delivered for Inventory delivered in a given calendar month based on Transmit.Live DAI Ad Impressions at the time of such payment or the monthly minimum platform fee.
   11.     1.11.“DAI” means advertising content delivered to one or more Properties through Client’s implementation of the Transmit.Live Platform SSAI server & tags. DAI (i) consists of picture in picture, pre-roll, mid- roll or graphic overlay video ads injected within a publisher's content stream.
   12.     1.12.“Transmit.Live Ad Impressions” means the number of impressions that are generated from any Transmit.Live DAI Ad that is delivered to a Property using the Transmit.Live Platform.
   13.     1.13.“Transmit.Live Platform” means Transmit.Live’s proprietary digital advertising technology platform, content advertising infrastructure and tools, including Transmit.Live’s proprietary ad placement tags, made available under this Addendum that is used to build, upload, host, serve, render and report on Ads, including any software programs, trade secrets, know-how, processes, algorithms, templates, information and intellectual property utilized by Transmit.Live to operate the platform and all enhancements, derivative works, extensions, improvements or other modifications made thereto. The Transmit.Live Platform specifically excludes the Ads and the Properties.
   14.     1.14.“Transmit.Live ID3 & Javascript Tag” means Transmit.Live’s proprietary ad injection & ad tracking codes made available to Client under this Addendum for use on Properties and applicable video streams to enable the serving of Ads to Inventory.
   15.     1.15.“NHT” means click or impression fraud or any delivery (impressions) found either during or after an Ad campaign to have been generated by something other than a natural person or otherwise in violation of Media Ratings Counsel (“MRC”) guidelines. NHT includes IVT, GIVT and SIVT. Absent some action by a natural person visiting the Property, any action by Client to cause the Ad to be removed from the page or replaced with a different Ad shall be considered NHT.
   16.     1.16.“Client sourced demand & Transmit.Live sourced demand Revenue” means any fees for insertion of Transmit.Live DAI received by Transmit.Live or Client from Advertisers, net of any credits or refunds made within each parties discretion. “Demand Revenue” does not include any other recurring and non-recurring fees charged to Advertisers, including bandwidth fees for hosting video, application fees for access to measurement and tracking tools, program fees related to creating and managing Ads, agency commissions, Advertiser discounts, or fees for specified services, consulting, technology and creative elements provided to Advertisers.
   17.     1.17.“Properties” means websites (including those that are viewed on a tablet or smart device) and/or applications that Client owns or operates or for which Client otherwise has a contractual right to make Inventory available to third parties for the serving of Ads.
   18.     1.18.“Revenue” means, collectively, advertising revenue billed and collected by Transmit.Live or publisher.
   19.     1.19.“Service Fees” means the percentage of Revenue set forth on the Order Form, or as may be adjusted pursuant to the terms set forth on the Service Order or Order Form, plus any other fees set forth hereto, plus, with respect to any Additional Services selected by Client, any other fees mutually agreed by the parties in writing.
   20.     1.20.“Services” means the services provided by Transmit.Live under or in connection with this Addendum, including delivery of Transmit.Live DAI Ads and any Additional Services selected by Client in the Transmit.Live Platform.
   21.     1.21.“User Volunteered Data” is personally identifiable information collected from individual users during delivery of an Ad, but only where it is expressly disclosed to such individual users that such collection is solely on behalf of Advertiser.
2. With respect to Provider content, each of TL and Provider (content owner) shall receive the share of Advertising Inventory (in each case, an “Inventory Share”) and sales arrangements as specified in the applicable Service Order and shall have the right in its discretion to insert Commercial Announcements into its Inventory Share. Each Party shall cooperate with the other in connection with the other Party’s insertion of Commercial Announcements into its Inventory Share, as applicable. Notwithstanding anything to the contrary contained herein, Provider shall have the right to designate the placement, length and amount of Advertising Inventory within and around the Provider content.
3. Performance of Services. Transmit.Live warrants that it will perform the Services, including the delivery of Transmit.Live Ads to the Inventory, in a timely, workmanlike, and professional manner consistent with industry standards and in accordance with this Addendum.

1. Access, Rights, and Restrictions.
   1. Access Grant. Subject to the terms and conditions contained in this Addendum, Transmit.Live hereby grants to Client and its personnel a non-exclusive, non-transferable, non-sublicensable, revocable right to allow Authorized Users to (i) access, display, and use the Transmit.Live Platform and Services and (ii) access, use, implement, and copy the Transmit.Live ID3 & Javascript Tags for purposes of accessing and monitoring Transmit.Live Ads served to the Inventory during the term of the applicable Service Order.
   2. Access Protocols. Client will safeguard, and ensure that all Authorized Users safeguard the Access Protocols. Client will be responsible for all acts and omissions of Authorized Users. Client will notify Transmit.Live promptly if Client learns of any unauthorized use of any Access Protocols or any other known or suspected breach of security.
   3. Client Restrictions. Client will not, and will not authorize any other party to: (i) adapt, alter, modify, improve, translate or create derivative works of the Services or the Transmit.Live Platform, (ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or obtain the source code to all or any portion of the Services or the Transmit.Live Platform; or (iii) except as may be specifically provided in this Addendum, provide any third party access to the Services or the Transmit.Live Platform or use the Services or the Transmit.Live Platform on behalf of any third party, including as part of a time-sharing, outsourcing, ad mediating or service bureau environment.
2. Client Responsibilities.
   1. Integration. Client will be responsible for obtaining, installing, inter-connecting and maintaining the Properties and applicable video streams. Client will (i) in accordance with Transmit.Live’s directions, cause an unmodified copy of the Transmit.Live Javascript Tag to be pasted and maintained on each Property to ensure the proper delivery, display, tracking and reporting on all Ads delivered to the Inventory using the Transmit.Live Platform; (ii) maintain an ad break framework that is structured in accordance with Transmit.Live-provided streaming specifications; and (iii) to ensure that all Transmit.Live Javascript Tags are promptly updated to match any material changes in the overall layout or design of the applicable Property.
   2. Security. Client will take, at its sole expense, all physical and information systems security measures reasonably necessary to protect the Properties, equipment and systems in compliance with applicable laws. Client will protect the security of its data, equipment and systems in compliance with applicable laws. Client acknowledges and agrees that Transmit.Live will have no liability for any loss resulting from any unauthorized third-party access to the Properties, equipment or data, unless caused by Transmit.Live’s acts or omissions or otherwise caused by the Transmit.Live Platform or the Transmit.Live ID3 & Javascript Tags.
   3. Properties. Client shall not do any of the following: (a) provide or deliver or perpetuate through the Transmit.Live Platform, or fail to use commercially reasonable efforts to prevent the provision, delivery, or perpetuation through the Transmit.Live Platform of, any malicious code, malware or viruses, via media or ads purchased or sold or otherwise; (b) generate a material amount impressions, clicks, displays, views, conversions or any other actions that are tracked and may serve as a basis for payment or analysis with respect to any Transmit.Live Ad or Inventory purchased, sold, delivered, or served via the Transmit.Live Platform through any means not authorized by the Addendum, or otherwise deploy or facilitate invalid means in its use of the Transmit.Live Platform; (c) violate any agreements, conditions or terms of usage imposed by a third party on Client related to the use of such third party’s technology, content or materials, or otherwise infringe on the intellectual property of a third party; or (d) provide Inventory on pages of any Property that (i) may be harmful, abusive, obscene, threatening, or defamatory, (ii) include content that is pornographic, obscene or contains sexually explicit images or activity; (iii) is illegal or promotes or contains links to gambling, online casinos, tobacco, or weapons; or (iv) is directed to children under the age of 16, or collects information from users known by the Client to be under the age of 16.
   4. Third Party Properties. If Client sells Inventory through the Transmit.Live Platform directly or indirectly on behalf of any third party: (a) Client represents and warrants that it is legally authorized to act on behalf of the owner of the applicable Property as necessary to perform its obligations and grant the rights hereunder; (b) Client will require that such third party complies with the relevant obligations set out in this Addendum or the Agreement, including, without limitation, the Data Protection Addendum; and (c) Client shall be fully liable to Transmit.Live for any acts and omissions of such third party as though they were Client’s own acts and omissions.
   5. Non-Human Traffic. Preventing NHT is the responsibility of Client. Client agrees that Transmit.Live, Advertisers, Demand Sources and other third parties acting on their respective behalf are permitted to utilize ad verification technologies to help verify the media quality prior to bid acceptance and/or identify and verify the delivery of a campaign and that these ad verification technologies may be used to block NHT impressions as well as to identify any impressions identified as NHT and not able to be blocked. Client shall promptly investigate and resolve any NHT related impressions.
3. Onboarding. In order to facilitate the onboarding of any new Property during the term of the applicable Service Order, Client must provide Transmit.Live with written notice of the new Property it wishes to activate in the Transmit.Live Platform. Such notice will include all information that is reasonably requested by Transmit.Live to promptly and efficiently integrate the new Property using the Transmit.Live Platform. Upon Transmit.Live’s written approval of such new Property (email to suffice), such Property shall be onboarded and covered by this Addendum.
4. Data Usage.
   1. By Advertisers. Client acknowledges that, in connection with Ads, Advertisers may (directly or by a third party acting on such Advertiser’s behalf) collect Advertiser Data. All Advertiser Data is the property of Advertiser and is subject to the Advertiser’s posted privacy policy. Additionally, Client acknowledges that Advertisers may have access to information about Client, the end user viewing Client’s Inventory and the ultimate ad placement within Client’s Inventory, such as Client URL, placement ID, user identifier, demographic data, and targeted segments, often enhanced with third party data.
   2. By Demand Sources. Client acknowledges that, Transmit.Live may disclose User Volunteered Data to Demand Sources for the Demand Sources’ use to provide such Demand Sources’ services (as applicable), for reporting and analysis, to improve the Demand Source’s products and services, and for other business purposes as disclosed in the applicable demand source privacy policy.
5. Fees and Payment.
   1. Service Fees. In consideration of access to the Transmit.Live Platform and Services (including, if applicable, any Additional Services), Client agrees that Transmit.Live may retain the Service Fees from Client Revenue owed to Client in accordance with the payment process set forth in this Section 8, the Service Order, and Section 5 of the Master Terms.
   2. Payment. Payment shall be made according to the payment terms in the Service Order and in accordance with the Master Terms. 
   3. Notwithstanding the foregoing, Transmit.Live shall be permitted to adjust Monthly Payments to Client by the amount of any discrepancy between previous Monthly Payments and actual Client Revenue, including, without limitation, due to:
      1.     8.3.1.a discrepancy between estimated Transmit.Live Ad Impressions at the time of a Monthly Payment and final Transmit.Live Ad Impressions (as determined by a third-party ad verification provider or reporting from the applicable Demand Source), or
      2.     8.3.2.within at least one hundred twenty (120) days following the last day of the applicable month in which the Ads were displayed, and after commercially reasonable efforts, Transmit.Live not collecting applicable Revenue from Advertisers or other Demand Sources (as applicable); provided that to the extent Transmit.Live subsequently collects Revenue previously deducted from a Monthly Payment, Client’s share of such Revenue shall be payable to Client with the next Monthly Payment. Transmit.Live may withhold payment for or request that Client refund (and Client shall refund) any Client Revenue associated with ad clicks and impressions or similar billing events that are determined by Transmit.Live, an Advertiser or Demand Source in its reasonable discretion to be fraudulent, or otherwise in violation of this Addendum or the Agreement. Transmit.Live reserves the right to make Monthly Payments only when the Client Revenue owed to Client exceeds US $50.00. Client consents to a deduction from any Client Revenue owed to Client under this Addendum or the Agreement to the extent of any Service Fees. If amounts owed to Transmit.Live exceed amounts owed to Client, Transmit.Live may invoice Client for any such excess and undisputed amounts, and Client will pay all amounts due within thirty sixty (60) days after the date of Client’s receipt of the applicable invoice.
   4. Taxes. Client shall be responsible for all taxes and similar charges in accordance with Section 5 of the Master Terms.
6. Reporting and Audit. Subject to the terms of this Addendum and the Agreement, including the Access Protocols, Transmit.Live will provide Client with access to its generally available reporting features in the Transmit.Live Platform, which is generally updated on a real-time basis and available 24 hours per day/7 days per week. Through such access, Client can view records and reports that allow for the monitoring of the performance of Transmit.Live Ads and the volume of Transmit.Live Ad impressions on the Property/ies. Transmit.Live will maintain complete and accurate records of, and supporting documentation: 
   1. for all Service Fees, transactions, authorizations, changes, implementations, soft document accesses, reports, filings, audit results, organizational measures, returns, analyses, procedures, controls, records, data, or information created, generated, collected, processed or stored by Transmit.Live in the performance of its obligations under this Addendum; 
   2. as are necessary to demonstrate Transmit.Live’s compliance with its obligations under this Addendum;
   3. as are necessary to comply with all applicable laws, rules, regulations, and self-regulatory guidelines (collectively, “Applicable Laws”); and 
   4. as are otherwise provided, prepared, or maintained by Transmit.Live in connection with this Addendum (collectively, “Contract Records”). Transmit.Live will maintain such Contract Records during the term of the applicable Service Order and for a period of no less than five (5) years following the applicable record date for each Contract Record (or such greater time period if and as required by Law) (“Audit Period”) in accordance with Applicable Laws, the terms of this Addendum and the Agreement, and in accordance with Transmit.Live’s record retention policy (as such policy may be modified from time to time and provided to Client in writing). 

Client will use commercially reasonable efforts to provide Transmit.Live with at least thirty (30) days prior written notice of performing any audits as described in this Section 10, unless such audit is required by Applicable Laws or is in response to a Security Event or Information [Security Incident]. Unless otherwise required by Applicable Laws, all such audits shall be: (i) conducted during Transmit.Live’s normal business hours and in a manner designed to not unreasonably interfere with Transmit.Live’s ordinary business operations; and (ii) limited to no more frequently than once every twelve (12) months.

1. Representations and Warranties; Disclaimer.
   1.     10.1.Representations and Warranties. 
      1.     10.1.1.In addition to the representation and warranties set forth in the Agreement, Client further represents and warrants that (a) the information provided by it is true, correct and complete in all material respects; (b) it is legally authorized to act on behalf of the owner of each Property as necessary to perform its obligations hereunder; and (c) it will not suggest or imply any warranty or other policy with respect to the Transmit.Live Platform or the Services, or any part thereof, other than what has been provided by Transmit.Live, without the prior written consent of Transmit.Live. 
      2.     10.1.2.Transmit.Live further represents and warrants that: (a) it and any subcontractors, agents, and third party providers used by Transmit.Live will perform the Services in compliance with all applicable laws, rules, regulations, and all industry self-regulatory privacy guidelines that are applicable to Transmit.Live (this item (a) the “Compliance with Law Warranty”); (b) the Transmit.Live Platform, Transmit.Live ID3 & Javascript Tags, and any other materials, software, or code that Transmit.Live provides under this Addendum (collectively, “Transmit.Live Materials”) and Services do not and will not infringe or otherwise violate any statutory, common law or other rights of any third party in or to any intellectual property rights therein; and (c) except as otherwise expressly permitted by this Addendum, the Transmit.Live Materials and Services will be virus-free and will not include any Trojan horses, trap doors, lock outs, interrupt mechanisms or similar disabling software or code that does or can disable, damage, corrupt, interfere with or delete any element of software, data, computer or electronic records or files of Client or any affiliate of Client including any such code that allows Transmit.Live or any third party, including any Transmit.Live personnel, to access or to perform any unauthorized operations on Client's IT or computer systems or the IT or computer systems of a Client affiliate without Client's prior authorization in each instance (this item (c), the “Malicious Code Warranty”).
   2.     10.2.Beta Services. Client may, at Transmit.Live’s invitation, elect to try Services features that Transmit.Live expressly identifies as “Beta”, “Pre- Release”, “Test”, “Unsupported’ or other similar identification (the “Beta Services”). Beta Services may be subject to additional terms.
   3.     10.3.DISCLAIMER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED IN THIS ADDENDUM OR THE AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT OR FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. EXCEPT AS EXPRESSLY PROVIDED IN THIS ADDENDUM, Transmit.Live DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE Transmit.Live PLATFORM (INCLUDING, WITHOUT LIMITATION, ANY REPORTING AVAILABLE THEREIN) WILL BE ACCURATE, WITHOUT INTERRUPTION, OR ERROR-FREE.
2. Effect of Termination.
   1.     11.1.Effect of Termination. Upon termination or expiration of this Addendum, or the applicable Service Order for any reason, Client will immediately remove the Transmit.Live Tag from all Properties and cease any further use thereof. 
   2. Sections 1, 7.2, 8 (to the extent of outstanding payment obligations for Services rendered, including as part of Continuation Assistance), and 10.3 of this Addendum shall survive termination or expiration of the Agreement, this Addendum, or the applicable Service Order.