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VIROOL PLATFORM USE

Publisher may access Virool platform (the "Platform") for broadcasting advertisements solely sold directly by Publisher ("Ads"). Ad tags provided by third-party demand partners are not supported for this purpose. Within the scope of this Service, Virool hosts and/or broadcasts the Ads. Through the platform the Publisher will also have access to statistics on the Ads broadcast using the Service. To this end, Virool is acting as a technology service provider and supplier of resources.

Backfill. For placements on Publisher site(s) accessed by Virool for its own video campaigns ("Backfill"), a flat rate of $8 CPM (desktop) and $4 CPM (mobile) has been set (if applicable). Delivery will be based on data in the Platform only, whereby impressions are counted when the specified section of the page is viewable, prompting the InLine Format to load. To this end, Virool is acting as both technology service provider and media buyer.

Formats. Upon signing this Agreement the Publisher is permitted to use Virool’s proprietary format for delivering video content into editorial (non-video) content (the "InLine Format").

USER LICENSE

Virool grants the Publisher, pursuant to the terms and conditions of these Terms, a non-exclusive non-transferable license which permits the Publisher to access and use the Platform for so long as these Terms remain in effect. Such license may not be sub-licensed anywhere in the world. All rights which have not been expressly granted to the Publisher in this clause are reserved by Virool.

OBLIGATIONS OF PUBLISHER

Publisher shall not transmit any personally identifiable information about its users to Virool.

The Publisher is prohibited from: (a) sending or storing any materials containing computer viruses, worms, Trojan horses, or any other code, file, script, agent, or harmful computer program; (b) interfering with or disturbing the integrity or performance of the Service or the data related thereto; or (c) attempting to access the Service, or the systems and networks associated with the Service, without authorization.

FEES

Serving fees, revenue sharing and licensing fees are not applicable for direct campaigns sold by Publisher to Publisher’s advertiser for one (1) year following this agreement. This does not include ad tags provided by third-party demand partners. Virool reserves the right to implement serving fees or revenue-share model at a later date, given 30 days written notice of such implementation.


For placements on Publisher site(s) accessed by Virool for its own video campaigns (“Backfill”), Publisher shall issue an invoice to Virool in the amount of fees agreed upon, based on flat fee CPM set by Publisher. The number of Ads served shall be generated and calculated automatically by the Virool Platform. Billing will be based on delivery data in the Platform only. Virool shall pay the amount of the invoice within forty-five (45) days after the date of issuance. 

Publisher earnings shall be determined based solely on numbers as reported in Virool Platform (subject to reconciliation adjustments made at the end of each calendar month). Virool reserves the right to not distribute Publisher earnings: (a) when amounts due Publisher equal less than one hundred dollars ($100) (in which case amounts due will rollover to the next pay period), (b) if Publisher fails to complete any tax or reporting forms reasonably requested by Virool or to provide Virool with accurate tax information, or (c) where Publisher earnings are generated by any prohibited or by ad inventory on any Publisher media not preapproved by Virool in accordance with the terms of this Agreement. In addition, Publisher acknowledges and agrees that Virool reserves the right to refuse to pay on impressions or actions determined to be fraudulent, artificially inflated or otherwise invalid. Unless otherwise stated, all payments shall be made in U.S. dollars and all amounts referenced herein refer to U.S. dollars.

Virool makes no representation or warranty as to any ad or as to the benefit or revenues that publisher will obtain from its use of the platform, and Virool does not represent or warrant that the platform will be always available or error-free.

LIABILITY

Editorial liability. The Publisher is solely responsible for the editorial content of its Websites. The Publisher is solely responsible for controlling the editorial content of its Websites and determining the criteria that will broadcast an Ad on any of its Websites. Virool is not responsible for and shall have no liability whatsoever for the editorial content or for the look and feel of Ads published on the Websites.


Limitation of liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOST PROFITS OR SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY THEORY OF LIABILITY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Virool shall have no liability whatsoever relating to (i) any agreement between Publisher and any buyer of Publisher's video advertising space inventory, (ii) whether any performance targets relating to any advertising campaign set up by Publisher using the Platform will be met or whether a Publisher's video advertising budget will be fully utilized, or (iii) the broadcast of any Ad on a Website.

Liability concerning the choice of placement by Publisher. The Publisher acknowledges that the Platform cannot control the Placement defined by the Publisher. The Publisher is therefore solely liable for any claims relating to each Ad associated with the Placement which it offers in its offer of sale. The Publisher waives all and any right to initiate any claim for damages or compensation against Virool in relation to any Placement that it has used.

Press release and use of trademarks. Publisher acknowledges through this Agreement: (i) Publisher agrees to at least one joint press release in which Virool can use Publisher’s name and Publisher will provide a quote, any additional press releases or public announcements shall be upon either party’s reasonable request or as mutually agreed (unless required by applicable law or regulation), (ii) Publisher will participate in one case study for Virool, (iii) Publisher will act as a reference for press and other potential Virool customers upon reasonable prior request, and (iv) Virool can use Publisher’s name and logo in connection with customer lists on website and other publicly distributed materials.


Term and Termination. The term of this Agreement shall be for a period of one (1) year from the Effective Date. The Agreement may be terminated by either party for convenience upon twenty-four (24) hours’ prior written notice. The Agreement may be immediately terminated by Publisher upon written notice if Virool commits a material breach of the terms of the Agreement which breach, if capable of remedy, is not remedied within thirty (30) days after receipt of a written notice. In addition, this Agreement and all schedules may be terminated by Publisher effective immediately and without notice, in the event of: (a) the dissolution, termination of existence, liquidation or insolvency of the Virool; (b) the appointment of a custodian or receiver for the Virool; (c) the institution by or against the Virool of any proceeding under the United States Bankruptcy Code or any other foreign, federal or state bankruptcy, receivership, insolvency or other similar law affecting the rights of creditors generally; or (d) the making by the Virool of a composition of, or any assignment or trust mortgage for the benefit of, creditors. The rights to terminate the Agreement given by this clause shall be without prejudice to any other right or remedy of either party in respect of the breach concerned (if any) or any other breach. All provisions of this Agreement which, by their nature, should survive termination and/or expiration of this Agreement will and do survive such termination and/or expiration. Upon the expiration or termination of the Agreement for any reason: (i) the Publisher shall immediately cease to exercise any of its rights hereunder and each party shall return or destroy (at the direction of the other party) any and all Confidential Information of the other party.

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