Advertising Platform Addendum

This Advertising Platform Addendum (this “Addendum”) supplements and incorporates by reference SoundStack’s General Terms and Conditions (the “General Terms”).  All provisions of the General Terms apply to this Addendum.  In the event of any conflict between the terms of this Addendum and the General Terms, the terms of this Addendum shall prevail.  This Addendum must be read and interpreted in conjunction with the General Terms to form a complete Agreement.

1.         DEFINITIONS; SECTION REFERENCES.

The definitions for some of the defined terms used in this Addendum are set forth below.  The definitions for other defined terms are set forth elsewhere in this Addendum.  Unless otherwise stated herein, all section references are to sections contained in the body of this Addendum.

1.1          “Monetize Direct” means SoundStack Monetize features to manage the insertion of Customer Ads into Customer Inventory and/or Third-Party Inventory.

1.2          “Monetize Programmatic” means SoundStack Monetize features to enable Connected Buyers and manage programmatic sales of Customer Inventory and/or Third-Party Inventory.

1.3          “Monetize Gross Revenue” means the total revenue from the sale of Customer Inventory and/or Third-Party Inventory through SoundStack Monetize, calculated on the final purchase price of Customer Inventory and/or Third-Party Inventory by Connected Buyers, as reported in the Bidstream or set in the Platform for the applicable transactions.

1.4          “Bidstream” means the metadata associated with each programmatic transaction of Ads through SoundStack Monetize. 

1.5          “Customer Ads” means Ads that are sourced and directly trafficked by Customer and/or its partners and not by SoundStack or Connected Buyers (e.g. direct-sold ads).

1.6          “Connected Buyer” means a Buyer with whom Customer: (i) establishes a specific technical connection in the Platform or by request to SoundStack; and (ii) maintains direct relationship and agreement.  For the avoidance of doubt, in cases where a third party is acting as a Connected Buyer, they are not acting as a Buyer within SoundStack Marketplace.

1.7          “Customer Inventory” means Ad spaces within a Digital Property designated by Customer as being available for sale to Connected Buyers through SoundStack Monetize. For the avoidance of doubt, Customer Inventory is not Marketplace Inventory or Third-Party Inventory.

1.8          “Third-Party Inventory” means Ad spaces within a Third-Party Property designated by Customer for Ad insertion through a programmatic connection or direct Ads.

1.9          “Third-Party Property” means a digital property (e.g., website, mobile site, mobile application, Audio Player, or other online service or property) that is owned, controlled, and/or operated by a third party with which SoundStack makes an Integration as instructed by Customer.

2.         REPORTING AND PAYMENT. 

The parties agree that, with respect to Customer Inventory or Third-Party Inventory sold via SoundStack Monetize, the following terms shall apply:

2.1          Billing Data.  Fees that are based on Monetize Gross Revenue or Impressions, as described in the Order, shall be calculated and invoiced according to SoundStack’s proprietary reporting.  SoundStack makes no guarantee that its reporting will match reporting supplied by Connected Buyers.

2.2          Clearinghouse Designation.  Any amounts in connection with the sale of Customer Inventory or Third-Party Inventory to Connected Buyers shall be reported and paid by the applicable Connected Buyers in accordance with any applicable agreements between Customer and such Connected Buyers. SoundStack bears no obligation to provide any reporting or payment to Customer regarding such amounts.

3.         INDEMNIFICATION; DISCLAIMER.

3.1          Acknowledgement; Customer Ads.  SoundStack is not the creator or owner of the Customer Ads and therefore shall have no liability with respect to the Customer Ads.

3.2          Indemnification.  In addition to the indemnification set forth in Section 12.4 of the General Terms, Customer shall defend, indemnify, and hold harmless SoundStack, its Affiliates, and its and its Affiliates’ respective officers, directors, managers, and employees from any and all Losses incurred by them in connection with any Claim arising from: (i) the Customer Ads; (ii) Customer’s agreements with Connected Buyers, or; (iii) any Ads or content served by Connected Buyers in Customer Inventory or Third Party Inventory.

3.2          Disclaimer. IN ADDITION TO THE DISCLAIMER SET FORTH IN SECTION 11.4 OF THE GENERAL TERMS, SOUNDSTACK MAKES NO WARRANTIES WITH RESPECT TO THE CUSTOMER ADS, THIRD-PARTY INVENTORY, THIRD-PARTY PROPERTIES, CONNECTED BUYERS, OR OTHERWISE IN CONNECTION WITH THIS ADDENDUM AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.  TO THE EXTENT THAT SOUNDSTACK MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.