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          “AudioSSP for Demand” means SoundStack’s provision of access to an AudioSSP instance to deliver Customer Ads to Third-Party Inventory.

1.2         “AudioSSP for Supply” means SoundStack’s provision of access to an AudioSSP instance to manage Marketplace Inventory and Direct Inventory and enable connections with Direct Buyers.

1.3         “AudioSSP Gross Revenue” means the total revenue from the sale of Direct Inventory through AudioSSP for Supply, calculated on the final purchase price of Direct Inventory by Direct Buyers, as reported in the Bidstream for the applicable transactions.

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

1.5         “CPM” means cost per thousand Impressions or Third-Party Impressions, as applicable.

1.6         “Customer Ads” means Ads that are made available by Customer and/or its partners and not by SoundStack or Buyers.

1.7         “Direct 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 Direct Buyer, they are not acting as a Buyer within SoundStack Marketplace.

1.8         “Direct Inventory” means Ad spaces within a Digital Property designed by Customer as being available for sale to Direct Buyers through AudioSSP for Supply.

1.9         “Third-Party Impressions” means the number of times an Advertisement has been delivered to Users through Third-Party Inventory.

2.         AUDIOSSP FOR SUPPLY. 

The parties agree that, with respect to Direct Inventory sold via AudioSSP, AudioDirect or SoundStack Monetize, the following terms shall apply:

2.1         Billing Data.  Fees that are based on AudioSSP 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 Direct Buyers.

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

2.3        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 Customer’s agreements with Direct Buyers.   

3.        AUDIOSSP FOR DEMAND.

The parties agree that, with respect to Customer Ads delivered through AudioSSP, AudioDirect or SoundStack Monetize, the following terms shall apply:

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        Clearinghouse Designation for AudioSSP for Demand.  Any amounts in connection with Customer’s purchase of Third-Party Inventory shall be reported and paid by Customer, subject to any applicable agreements between Customer and the applicable Third-Party Properties. SoundStack bears no obligation to provide any reporting or payment in connection with Customer Ads, Third-Party Inventory, or Third-Party Properties. 

3.3        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 the Customer Ads.

4.        AUDIOSSP 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, DIRECT 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.