Vidiply Terms and Conditions

These Vidiply Terms and Conditions (“Terms”) are entered into by REEMBED Inc. (“reEmbed”) and the entity executing an Insertion Order or using the Vidiply dashboard (“Customer”). These Terms govern Customer’s use of the Vidiply service, and together with an Insertion Order (or the information entered through the Vidiply dashboard (“Dashboard”)) comprise the "Agreement" between reEmbed and Customer. If there is any inconsistency between: (i) the terms of a signed Insertion Order or those entered through the Dashboard (either “Campaign Details”), and (ii) these Terms, the Campaign Details as applicable, shall prevail.

Services.
1. reEmbed partners with a network of online properties (the “Network”) and displays a user interface containing links to content that navigate to the websites where such content is maintained (the “Service”). reEmbed uses its proprietary algorithms to determine what links to Content appear within the Service on the Network.
2. reEmbed shall display links to graphical, textual, visual and/or auditory content selected by Customer (the links and the content accessed from the link together are the “Content”) on the Network through the Service. Customer will only be charged for the number of clicks on Content. Fees will be based on the number of clicks received multiplied by the cost-per-click determined by Customer in the Campaign Details (“CPC”), provided that the CPC may not be less than reEmbed’s then-in-effect minimum CPC (which may vary by market). reEmbed shall continue to distribute the Content on the Network until the earlier of: (i) the end date, (ii) reaching Customer’s budget, or (iii) Customer disabling a campaign through the Dashboard, each of (i), (ii) and (iii) as specified by Customer in the Campaign Details (provided that reEmbed reserves the right to charge for additional clicks as Content is removed from circulation.
3. reEmbed will make reports available to the Customer, which provide information about the number of clicks received during the campaign. The final monthly reports may differ from the daily reports. The final monthly reports will provide the conclusive basis for reEmbed's calculation of the fees owed by Customer. Customer may submit its own reEmbed-compatible click tracker. If there is a 10% discrepancy or more between Customer's numbers (based on the reEmbed-compatible click tracker) and reEmbed's numbers then the parties agree to work in good faith to identify the correct amount to be paid to reEmbed. If the discrepancy is less than 10%, reEmbed's numbers shall be conclusive.
4. reEmbed does not guarantee: (i) the placement, positioning or the timing of delivery of any Content, (ii) clicks on any Content, or (iii) conversions. If the Content does not receive clicks amounting to the budget, Customer's sole remedies shall be to: (i) extend the end date of the applicable campaign, (ii) replace or add to the Content with other Content (also subject to Section 2 below) to complete the campaign; or (iii) to pay only for actual clicks on the Content. In no event shall reEmbed be liable for failure to provide clicks.
Content
1. Customer authorizes reEmbed to place the Content on the Network and is solely responsible for determining the propriety and legality of the Content. In addition, Content selected by Customer must comply with reEmbed's Content Guidelines, as may be updated from time to time by reEmbed. reEmbed may at any time for any or no reason reject or remove Content. Customer acknowledges that reEmbed is not responsible for the Content and that the Content may change during the course of a campaign due to revisions by the Content's author, comments from readers, or otherwise. Customer's recourse in the event of such change shall be to direct reEmbed to remove such Content from its then-current campaign and/or select other Content. Customer further acknowledges that, if there is an objection from a Content author or publisher, reEmbed shall cease including the Content in the Service.
2. Customer represents and warrants that: (i) if the Content was written by or under the direction of Customer or paid for by Customer, that fact shall be clearly disclosed on or near the Content; (ii) it is authorized to use and/or has approved all words of the Content’s headline (whether written by Customer or on Customer’s behalf); and (iii) Content headlines accurately reflect the tone and subject matter of the Content.
3. Customer shall not, directly or indirectly, provide Content that: (i) is obscene, defamatory, libelous, slanderous, pornographic, violent, profane, indecent or unlawful; (ii) is factually inaccurate, misleading or deceptive; or (iii) facilitates or promotes any type of illegal activity, including without limitation pyramid schemes, gambling, the sale or use of illicit drugs, or discrimination or harassment of any individual or group. Further, each piece of Customer Content shall neither (a) redirect to a destination other than as originally submitted to the Service, and/or (b) be substantively different from the Content originally submitted to the Service.
Term and Cancellation.
The Campaign Details will set forth the start and end date of a particular campaign. However, the Agreement, or an individual campaign may be suspended or terminated: (i) by Customer for any reason upon two (2) business days' written notice to reEmbed or within twelve (12) hours through the Dashboard, or (ii) by reEmbed for any reason upon thirty days (30) days’ written notice to Customer. During the notice period, all previously contracted campaigns shall continue to run pursuant to the Campaign Details and Customer shall be responsible for paying reEmbed for all clicks received during such notice period. reEmbed also reserves the right to suspend or terminate Customer's use of the Service if reEmbed reasonably believes Customer is in breach of the terms of this Agreement.
Campaign Details
Customer is solely responsible for all changes requested or approved (either directly or via reEmbed's API), including those made through the Dashboard using its login. Customer is solely responsible for protecting its login and password to the Dashboard. Customer can manage campaigns using the Dashboard by modifying the Campaign Details, and/or Customer may have the option of working with an reEmbed account manager, as determined by reEmbed.
Fees and Payment Terms
1. Customer shall pay reEmbed fees (based on the number of clicks on the Content, as measured by reEmbed's tracking system, multiplied by the CPC) and any applicable taxes. Customer may increase the budget through the Dashboard or through an amendment to an Insertion Order.
2. If Customer has signed an Insertion Order, fees will generally be invoiced by reEmbed to Customer within thirty (30) days of the end of each calendar month for clicks received during the previous month, unless otherwise set forth in an IO. Customer shall pay all invoices within thirty (30) days from receipt. If Customer has provided the Campaign Details through the Dashboard and has not signed an Insertion Order providing for invoicing, reEmbed shall charge the reEmbed fees to Customer’s credit card at such intervals as reEmbed determines in its sole discretion. The decision as to whether to allow Customer to choose between invoice and credit card rests solely with reEmbed. reEmbed shall review all billing inquiries, including refund requests, on a case-by-case basis and reserves the right to approve or deny any request in its sole discretion.
3. If payment is not made when due, reEmbed may charge interest at the rate of 6% per annum from the due date until the date of actual payment, whether before or after judgment. reEmbed also reserves the right to suspend or terminate Customer's use of the Service until Customer has paid all amounts due and to charge Customer for all costs of collection, including collection agency and reasonable legal fees and court costs. Customer authorizes reEmbed to investigate Customer's credit record. If applicable, Customer agrees to provide such further financial information and documentation as may be required from time to time by reEmbed as a condition for the continued extension of credit. Customer acknowledges and agrees that any account, credit card and related billing and payment information which Customer provides to reEmbed may be shared by reEmbed with companies who work on reEmbed's behalf solely for the purpose of performing credit checks, effecting payment to reEmbed, collecting debts owed to reEmbed and/or servicing Customer's account.
Confidentiality
1. Each party agrees that with respect to any Confidential Information (as defined below) that is disclosed by one party to the other in connection with the Agreement, the party receiving such Confidential Information shall not disclose such Confidential Information to any third party, or use it for any purpose, except in connection with its rights and obligations under the Agreement. "Confidential Information" means all information concerning a party or any of its subsidiaries or affiliates that is not generally known to the public, which information is marked confidential or proprietary, or which under the circumstances ought reasonably to be treated as confidential or proprietary, and includes, without limitation, the terms of the Agreement. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is, as of the time of disclosure, or thereafter becomes, part of the public domain through a source other than the receiving party; (ii) was lawfully in the possession of the receiving party as of the time of disclosure; (iii) is independently developed by the receiving party without reference to the Confidential Information; or (iv) is subsequently obtained from a third party not subject to an obligation of confidentiality with respect to the information disclosed.
2. Confidential Information shall be kept in the strictest confidence and shall be protected by all reasonable and necessary security measures. Confidential Information shall not be released by the receiving party to anyone except an employee or agent, who has a need to know same, and who is bound by confidentiality obligations at least as restrictive as these contained herein. Neither party will use any portion of Confidential Information provided by the other party pursuant to the Agreement for any purpose other than as expressly set forth under the Agreement. Notwithstanding the foregoing, either party may disclose Confidential Information strictly necessary to comply with the demands of any court order, law or governmental agency and reEmbed may share Confidential Information of Customer with any holding company of Customer or with any subsidiary company of Customer’s holding company.
3. If Customer is acting on behalf of a Content provider, Customer authorizes reEmbed to grant such Content provider (or any subsequent third party appointed by the Content provider) access to and a right to use the Campaign Details.
Additional Representations and Warranties/Disclaimers
1. Each party represents and warrants to the other party that: (i) it has all necessary rights and authority to enter into the Agreement and grant the rights and licences under the Agreement; and (ii) the execution or acceptance of the Agreement (which includes the Campaign Details), and the performance of its respective obligations and duties pursuant to the Agreement, do not and will not violate any agreement to which such party is bound.
2. Customer further represents and warrants that: (i) the Content does not violate any applicable laws, rules and regulations and will not contain any material which may be harmful, abusive, obscene, threatening or defamatory; (ii) it has all necessary rights to permit and grants reEmbed pursuant to the Agreement all such rights which are necessary for reEmbed to (as applicable) use, host, cache, route, store, copy, modify, distribute, reformat, reproduce, publish, display, transmit and distribute the Content; (iii) use of the Content in accordance with the Agreement will not infringe any intellectual property rights of any third party; and (iv) it will not use the Service in a manner that provides an unintended advantage or interferes with the integrity and/or overall performance of the Service.
3. If Customer is an agency (or other third party acting on behalf of the provider of the Content), Customer represents and warrants that: (i) it is the authorized agent of the provider of the Content; (ii) it has the legal authority to enter into the Agreement and make all decisions and take all actions relating to the provider of the Content; (iii) it has entered into a written agreement granting the agent the authority to represent the provider of the Content in accordance with (i) and (ii) above (and shall submit such agreement to reEmbed on demand).
4. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THE AGREEMENT, REEMBED MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED -- INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE -- ABOUT ITS SERVICES AND THE PERFORMANCE OR SUCCESS OF ANY CAMPAIGNS MADE BY IT ON BEHALF OF CUSTOMER, OR THAT THE SERVICE WILL OPERATE UNINTERRUPTED, SECURE OR ERROR FREE.
Indemnification
1. Each party shall defend, indemnify and hold harmless the other party and its respective agents, affiliates, subsidiaries, directors, officers, employees, contractors and Network partners (as applicable) against any and all third party claims resulting from the breach of such party's duties, obligations and representations under the Agreement.
2. In connection with any such claim: (i) the indemnified party shall provide prompt written notice to the indemnifying party of any such claim (provided that the failure to provide such prompt notice shall not relieve the indemnifying party of its indemnification obligations in the Agreement, except to the extent it has been damaged thereby); (ii) the indemnifying party shall have sole control of the defense or settlement of the claim (provided that the indemnifying party may not enter into any settlement that may adversely affect the rights or obligations of the indemnified party without the indemnified party's prior written consent); (iii) at the indemnifying party's request and expense, the indemnified party cooperating in the investigation and defense of such claim; and (iv) the indemnified party shall have the right to participate in its defense with counsel of its own choosing at the indemnified party's expense.
Limitation of Liability
EXCEPT WITH RESPECT TO CLAIMS ARISING FROM A PARTY'S INDEMNITY OBLIGATIONS, WILLFUL MISCONDUCT OR A BREACH OF THE CONFIDENTIALITY PROVISION AND/OR NON-PAYMENT OF FEES OWED IN THE AGREEMENT, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS DIRECTORS, OFFICERS, EMPLOYEES, VENDORS, NETWORK PARTNERS OR AGENTS FOR ANY ACTION REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN TORT OR CONTRACT, ARISING UNDER OR RELATED IN ANY WAY TO THE AGREEMENT OR ITS IMPLEMENTATION SHALL BE LIMITED TO THE GREATER OF: (I) THE AMOUNT OF FEES PAYABLE BY CUSTOMER UNDER THE AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM; AND (II) $50,000. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST DATA, LOST REVENUES OR LOST PROFITS, ARISING OUT OF OR RELATED IN ANY WAY TO THE AGREEMENT OR ITS IMPLEMENTATION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Miscellaneous
1. Neither Party may assign the Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of the other; provided, however that either party may assign its rights or delegate its duties under the Agreement, in whole or in part, without the other's consent, in connection with a merger, reorganization or sale of all, or substantially all, of the assignor's assets, provided that the successor entity shall have sufficient resources to fully perform the Agreement and shall assume the obligation to fully perform the Agreement.
2. The Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts entered into and wholly to be performed therein, without regard to that body of law relating to conflict of laws. Each party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of New York and of the United States of America, in each case located in the County of New York, for any claim arising out of or relating to the Agreement (and agrees not to commence any claim relating thereto except in such courts). The prevailing party in any action arising out of or to enforce the Agreement shall be entitled to recover its reasonable attorney's fees and costs.
3. No press releases or general public announcements shall be made without the mutual consent of Customer and reEmbed. reEmbed shall have the right to include Customer’s name on reEmbed client list and in other marketing materials. Customer shall not use reEmbed name, logo or trademark without reEmbed prior written consent.
4. All notices under the Agreement will be in writing and will be delivered by personal service, confirmed fax, express courier, or certified mail, return receipt requested, to the address of the receiving party set forth on the IO, or at such different address as may be designated by such party by written notice to the other party from time to time. Notice will be effective on receipt.
5. No failure of either party to enforce any of its rights under the Agreement will act as a waiver of such rights. If one or more provisions of the Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from the Agreement, and the balance of the Agreement shall be enforceable in accordance with its terms.
6. Neither party shall be liable for any delay or failure to perform any of its obligations set forth in the Agreement due to causes beyond its reasonable control. Neither party shall be liable for any unavailability or inoperability of the Internet, technical malfunction, or computer error or corruption resulting in loss of data or other harm.
7. Sections 6, 8, 9 and 10, together with any outstanding undisputed payment obligation, shall survive the termination of the Agreement.
8. Customer and reEmbed shall each act as independent contractors. Nothing in the Agreement shall be deemed or create or construed as creating a joint venture or partnership between the parties.
9. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and may not be modified without the prior written consent of both parties. In no event shall any purchase order, insertion order, invoice or other document submitted by Customer concerning the subject matter hereof have any force or effect unless signed by reEmbed.

April 10, 2016