Stream Extension Addendum

STREAM EXTENSION ADDENDUM

This Stream Extender Addendum (the “Addendum”) establishes additional terms and conditions under which you obtain Transmit.Live’s Stream Extender 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 other terms of the Agreement, the terms set forth herein shall apply.  

1. Definitions.   The following terms shall have the following meanings, which shall apply equally to both the singular and plural forms of the terms defined:
   1. “Advertisement” means an interactive video advertisement or other online advertisement created or displayed through use of the Services.
   2. “Advertiser” means an individual or entity that has a contractual relationship with the Client under which such individual or entity is permitted to make use of the Services. 
   3. “Live Promotion Code” means code provided by Transmit.Live to Client, to be applied to the Websites and/or Advertisements in order to enable the Services in conjunction with such Websites and/or Advertisements.
   4. “Impression” means each individual call to servers used by Transmit.Live to return an Advertisement to the Websites.
   5. “Reports” means the reports provided by Transmit.Live to Client that are generated from the Services regarding the performance of the Advertisements (including, but not limited to, reports provided via Transmit.Live’s proprietary user interface (“Analytics”)).
   6. “Services” means Transmit.Live’s proprietary service, technology and functionality for: (i) designing, creating and serving Advertisements (each such Advertisement, a “Live Promotion”), which enable end users to engage with Advertisements in real time via roll-overs and/or click-throughs; (ii) the Reports and the Live Promotion Code; and (iii) set-up and production work with respect to Advertisements as described in any Service Order, Addendum, or Statement of Work hereto.
   7. “Trademarks” means the logos, service marks and trademarks of a Party.
   8. “Website” means a website, mobile website, connected TV device or other media that is owned or operated by a publisher (the “Publisher”), on which Client or Advertiser is legally authorized to optimize, manage or display advertisements.
2. Live Promotion Preferred.
   1. Transmit.Live Obligations.  Transmit.Live shall:
      1.     2.1.1.Provide Advertisement creative and development services to Client as set forth in any mutually executed Service Order, Addendum or Statement of Work; and
      2.     2.1.2.Provide Advertisement creative templates, storyboards, answers to frequently asked questions, case studies, production specifications and support for Client to utilize when making contact with prospective Advertisers.
   2. Client Obligations. Client shall:
      1.     2.2.1.Provide the creative content to be used in the Advertisements (the “Content”) to Transmit.Live in format and delivery method as reasonably requested by Transmit.Live;
      2.     2.2.2.Pay Transmit.Live for each Impression and for all other applicable charges in connection with the Services in accordance with the fee schedule set forth in the Service Order (the “Fees”) and in accordance with Section 3; and
      3.     2.2.3.Refrain from altering, modifying, copying, translating, reverse engineering, decompiling or disassembling the Services or any portion(s) thereof or creating derivative works therefrom, tampering with or using any workaround to interfere with the proper working of the Services or any security measure used by the Services, or attempting to do any of the foregoing.
   3. Licenses; Ownership. 
      1.     2.3.1.Services. Transmit.Live hereby grants Client a worldwide, non-exclusive, limited, non-transferable, non-sublicensable right to make use of the Services during the Term and pursuant to the terms and conditions in this Addendum and the Agreement, for the purpose of displaying Advertisements on the Websites and viewing Reports. 
      2.     2.3.2.Content and Advertisements. Client hereby grants Transmit.Live a worldwide, non-exclusive, royalty-free right and license to use, reproduce, modify and re-format for technical purposes, distribute, publicly perform, publicly display and digitally perform the Advertisements and Content for the purpose of utilizing the Services on Websites designated by Client, and for marketing and promoting the Services.
      3.     2.3.3.Trademark Usage. Each Party (the “Granting Party”) grants to the other Party a limited, non-transferable, non-exclusive, non-sub-licensable, worldwide, royalty-free right and license during the Term to use and reproduce the Granting Party’s Trademarks to market and promote or provide, as applicable, the Services herein during the Term. All use of the Granting Party’s Trademarks shall inure to the benefit of the Granting Party, and shall be in accordance with the Granting Party’s trademark usage guidelines provided to the other Party from time to time in advance and in writing.
      4.     2.3.4.Customer Agreements. Client is responsible for entering into agreements directly with each Advertiser and Publisher (each, a “Customer Agreement”).  In no event may Client enter into a Customer Agreement that establishes an expectation, right or obligation that Transmit.Live, whether directly or indirectly, will provide services, training, customer support, particular service levels or technical support to any person or entity without the prior written approval of Transmit.Live. Client will be solely responsible for setting the fees for the Services provided to Advertisers, and for invoicing and collecting payment from such Advertisers.
      5.     2.3.5.Ownership; Reservation of Rights. Except for the limited license rights expressly granted to Client in this Section, Transmit.Live is the sole and exclusive owner of, and retains all right, title and interest in and to, the Services and all portions thereof, the technology associated with the Services, and Transmit.Live’s Trademarks, and all intellectual property rights associated with the foregoing, including but not limited to all patent, copyright, trademark, trade secret and other proprietary rights therein. Nothing herein shall be construed as a transfer or conveyance by Transmit.Live to Client of ownership or title to the Services or portions thereof, nor to any patents, copyrights, trade secrets, trademarks and other intellectual property or proprietary rights therein. Except for the limited license rights expressly granted to Transmit.Live in this Section, Client retains all right, title and interest in and to Client’s own products and services and Client’s Trademarks, and all intellectual property rights associated with the foregoing, including but not limited to all patent, copyright, trademark, trade secret and other proprietary rights therein.
3. Invoices and Reports. 
   1. Invoices. Transmit.Live shall provide to Client a monthly invoice in accordance with the Service Order and Section 5 of the Master Terms. 
   2. The Impressions counted by the ad server utilized by Transmit.Live shall be used as the basis for calculating the amounts owed with respect to all per-Impression Fees. If there is a discrepancy exceeding five percent (5%) between the number of Impressions counted by Client or its third-party ad server, and the number of Impressions counted by Transmit.Live or its third-party ad server, then upon Client’s request, the Parties will in good faith attempt to resolve such discrepancy by, among other things, exchanging any data or other information relevant to the disputed amounts of Impressions.  Notwithstanding the foregoing, Client shall pay any amounts that are not disputed in good faith in accordance with this Section 3. 
   3. Payment. Payment shall be made according to the payment terms in the Service Order and in accordance with the Master Terms. 
   4. Taxes. Client shall be responsible for all taxes and similar charges in accordance with Section 5 of the Master Terms.
4. Survival. Immediately upon termination or expiration of the Agreement, this Addendum, or the applicable Service Order, Client will cease using the Services and the Transmit.Live Trademarks, and will remove the Live Promotion Code from the Website (except to the extent that existing campaigns have not been completed as of the termination date; in such case Client may continue to use the Services and Live Promotion Code until such campaigns have been completed, and shall pay Transmit.Live with respect to such campaigns in accordance with the terms of this Addendum and the applicable Service Order notwithstanding such termination). Impressions occurring post-termination as a result of failure to remove the Live Promotion Code from the Website will be payable in accordance with the terms of this Addendum and the applicable Service Order notwithstanding termination. Sections 2.3(e), 3 (to the extent of outstanding payment obligations for Services rendered, including as part of Continuation Assistance), and 4.2 through 6 of this Addendum shall survive termination or expiration of the Agreement, this Addendum, or the applicable Service Order.
5. Confidentiality. Notwithstanding the Agreement, either Party may disclose aggregate and Website-specific Reports that relate to the performance of the Service with respect to a particular Advertiser’s Advertisement directly to such Advertiser. Client agrees and acknowledges that, (in cases where Transmit.Live has a contractual relationship with a Publisher whereby Advertisements are served on such Publisher’s Website, Transmit.Live may disclose information regarding the performance of the Advertisements on such Website to that Publisher (including impressions, clicks and other metrics broken out by date, time and Advertiser) for reporting purposes.
6. Representations and Warranties. In addition to the representation and warranties set forth in the Master Terms, Client further represents and warrants at all times that: 
   1. it is legally authorized to grant Transmit.Live the licenses in Section 2, to make use of the Services on its own behalf and on behalf of the Advertisers, and to act on the Advertisements and Websites in the manner contemplated by this Addendum; and
   2. the Content, Advertisements and Websites do not contain content that violates any third-party rights or any applicable laws or regulations, or that is illegal, infringing, deceptive, obscene, pornographic, defamatory, libelous, hate-promoting, or discriminatory or that encourages illegal behavior or that contains viruses, Trojan horses, malware, spyware or other contaminants.