As of 14^th July 2020, all Insertion Orders (”IOs”) entered into between Glance InMobi Pte Limited, Glance Digital Experience Private Limited or its subsidiaries and its affiliated companies, as more specifically provided in the IO (collectively “Glance”) and an Advertiser (defined hereunder) to display advertisements on the Glance Properties (defined hereunder) shall be governed by these General Terms and Conditions (“Terms”).

These Terms together with the IO and Additional Terms (as provided in the IO), if any, constitute the entire “Agreement” between the parties.

1. DEFINITIONS

“Ad” means any advertisement provided by an Advertiser.

“Ad Client” means the advertiser for which the Advertiser being an agency, is the agent under an applicable IO.

“Advertiser” means the advertiser or agency, as the case may be under an applicable IO.

“Advertising Materials” means artwork, copy, or active URLs for Ads.

“Affiliate” means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity.

“CPA Deliverables” means Deliverables sold on a cost per acquisition basis.

“CPC Deliverables” means Deliverables sold on a cost per click basis.

“CPI Deliverables” means Deliverables sold on a cost per installation basis.

“CPL Deliverables” means Deliverables sold on a cost per lead basis.

“CPM Deliverables” means Deliverables sold on a cost per thousand impression basis.

“Deliverable/s” means the inventory delivered by Glance (e.g., impressions, clicks, or other desired actions).

“Glance” means Glance InMobi Pte Limited, Glance Digital Experience Private Limited or its subsidiaries and its affiliated companies, as more specifically provided in the IO.

“Glance Properties”/ “Sites” are websites, applications, and other digital platforms specified on an IO that are owned, operated, or controlled by Glance and the Network Properties.

“IO” means a mutually agreed insertion order that incorporates these Terms, under which Glance will deliver Ads on Sites for the benefit of Advertiser.

“Network Properties” means websites specified on an IO that are not owned, operated, or controlled by Glance, but on which Glance has a contractual right to serve Ads.

“Policies” means advertising criteria or specifications made available, including the Content Guidelines, content limitations, technical specifications, privacy policies, user experience policies, policies regarding use of tags, cookies and any other technology now known or hereafter developed that is designed to track users’ online behaviour or activity, policies regarding consistency with Glance’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and Advertising Materials due dates.

“Representative” means, as to an entity and/or its Affiliate(s), any director, officer, employee, consultant, contractor, agent, and/or attorney.

“Third Party” means an entity or person that is not a party to an IO; for purposes of clarity, Glance, Advertiser, and any Affiliates or Representatives of the foregoing are not Third Parties.

“Third Party Ad Server” means a Third Party that will serve and/or track Ads.

2. INSERTION ORDERS

Glance and Advertiser shall execute IOs in the manner set forth herein. Each IO may be executed by electronic signature and exchanged by email in scanned or pdf format. As applicable, each IO may specify: (i) the type(s) and amount(s) of Deliverables, (ii) the price(s) for such Deliverables, (iii) the maximum amount of money to be spent pursuant to the IO, which may include how it is allocated to be spend across Glance Properties; (iv) the start and end dates of the campaign; and (v) if requested the identity of and contact information for any Third Party Ad Server. Excluding Advertising Materials provided by Advertiser, Glance shall own and retain all right, title and interest in any materials and content it creates for the media buy pursuant to the IO. Glance will make commercially reasonable efforts to notify Advertiser within two (2) business days of receipt of an IO signed by Advertiser if the specified inventory is not available. Notwithstanding the foregoing, modifications to the originally submitted IO will not be binding unless approved in writing by both Glance and Advertiser.

3. AD PLACEMENT AND POSITIONING

a. Glance will comply with the IO, including all Ad placement restrictions, and, except as set forth in Section 6(c), will use commercially reasonable efforts to create a reasonably balanced delivery schedule; provided that, Advertiser acknowledges that given the nature of Glance ‘s business impressions on Sites may vary at times. Glance will provide, within the scope of the IO, an Ad to the Site specified on the IO when such Site is visited by an Internet user. Any exceptions will be approved by Advertiser in writing.

b. Glance will use commercially reasonable efforts to provide Advertiser at least 10 business days prior notification of any material changes to the Site that would materially change the target audience or materially affect the size or placement of the Ad specified on the applicable IO. Should such a modification occur with or without notice, as Advertiser’s and Advertiser’s sole remedy for such change, Advertiser may cancel the remainder of the affected placement without penalty within the 10-day notice period. If Glance has failed to provide such notification, Advertiser may cancel the remainder of the affected placement within 30 days of such modification and, in such case, will not be charged for any affected Ads delivered after such modification.

c. Glance will submit or otherwise make electronically accessible to Advertiser final technical specifications within two (2) business days of the acceptance of an IO. Changes by Glance to the specifications of already-purchased Ads after that two (2) business day period will allow Advertiser to suspend delivery of the affected Ad for a reasonable time (without impacting the end date, unless otherwise agreed by the parties) in order to (i) send revised Advertising Materials; (ii) request that Glance resize the Ad at Glance ’s cost, and with final creative approval of Advertiser, within a reasonable time period to fulfil the guaranteed levels of the IO; (iii) accept a comparable replacement; or (iv) if the parties are unable to negotiate an alternate or comparable replacement in good faith within five (5) business days, immediately cancel the remainder of the affected placement without penalty.

d. Glance acknowledges that certain Advertisers may not want their Ads placed adjacent to content that promotes pornography, violence, or the use of firearms, contains obscene language, or falls within another category stated on the IO (“Editorial Adjacency Guidelines”). Glance will use commercially reasonable efforts to comply with the Editorial Adjacency Guidelines with respect to Ads that appear on Glance Properties, although Glance will at all times retain editorial control over the Glance Properties. For Ads shown on Network Properties, Glance and Advertiser agree that Glance’s sole responsibilities with respect to compliance with these Editorial Adjacency Guidelines will be to obtain contractual representations from its participating network publishers that such publishers will comply with Editorial Adjacency Guidelines on all Network Properties and to provide the remedy specified below to Advertiser with respect to violations of Editorial Adjacency Guidelines on Network Properties. Should Ads appear in violation of the Editorial Adjacency Guidelines, Advertiser’s sole and exclusive remedy is to request in writing that Glance remove the Ads and provide makegoods or, if no makegood can be agreed upon, issue a credit to Advertiser equal to the value of such Ads, or not bill Advertiser for such Ads. In cases where a makegood and a credit can be shown to be commercially infeasible for the Advertiser, Advertiser and Glance will negotiate an alternate solution. After Advertiser notifies Glance that specific Ads are in violation of the Editorial Adjacency Guidelines, Glance will make commercially reasonable efforts to correct such violation within 24 hours. If such correction materially and adversely impacts such IO, Advertiser and Glance will negotiate in good faith mutually agreed changes to such IO to address such impacts. Notwithstanding the foregoing, Advertiser each acknowledge and agree that, subject to applicable laws, no Advertiser will be entitled to any remedy for any violation of the Editorial Adjacency Guidelines resulting from: (i) Ads placed at locations other than the Sites, by Advertiser, or (ii) Ads displayed on properties that Advertiser is aware, or should be aware, may contain content in potential violation of the Editorial Adjacency Guidelines.

e. Glance does not allow advertising for products or services which contain the following types of content (“Content Guidelines”):

I. Violence

1. Assault/rape
2. Injury to human beings
3. Injury to animals
4. Blood and dismemberment, human beings
5. Blood and dismemberment, animals
6. Torture or killing of human beings
7. Torture or killing of animals

II. Obscenity and sexual material

1. i. Nudity (exposed breasts, visible genitalia, exposed buttocks)
2. ii. Obscured or implied sexual acts.
3. iii. Explicit sexual language
4. iv. Explicit sexual acts
5. v. Visible sexual touching

III. Alcohol & Tobacco

IV. Content devoted to the promotion of beer, hard alcohol, tobacco or tobacco-related products.

V. Anti or Hateful Speech - Content promoting violence or advocating against a particular group is not permitted. This includes but is not limited to groups identified by their:

1. i. Race or ethnic origin
2. ii. Color
3. iii. National origin
4. iv. Religion
5. v. Political Association
6. vi. Disability
7. vii. Age
8. viii. Veteran status
9. ix. Sexual orientation/gender identity
10. x. Drugs - Content promoting drugs and drug paraphernalia. This includes drug accessories, illegal drugs, and herbal drugs such as salvia and magic mushrooms.

VI. Gambling - Content devoted to the promotion of gambling, wagering or betting of any kind. (Only applies to countries, states or regions in which such content is illegal.)

VII. Prostitution - Content promoting prostitution.

VIII. Content promoting Weapons - Content promoting certain weapons, such as firearms, explosives, ammunition, butterfly knives, and brass knuckles.

IX. Restricted Content as per Glance’s content guidelines /Policies.

X. All claims in ads must be adequately substantiated. Ads and any offers promoted within ads must not be false, deceptive or misleading or contain spam and must be current. Ads must not contain or promote illegal products or services.

XI. Please note that in addition to the above, Advertiser must also ensure that the Ads also strictly comply with any region-specific requirements, regulations and/or laws.

4. PAYMENT TERMS AND REPORTING

a. Invoicing will be done in terms of the IO. Any failure by Advertiser (if such Advertiser is an agency) to invoice the Ad Client in a timely manner, shall not in any way limit Glance’s ability to collect funds from the Advertiser or Ad Client, as the case may be. Upon request from the Advertiser, Glance should provide proof of performance for the invoiced period, which may include access to online or electronic reporting, as addressed in the IO.

b. Order acceptance is subject to credit approval of Advertiser; Advertiser shall provide information reasonably requested by Glance to evaluate such entity’s credit and Glance reserves the right to cancel credit at any time for any reason in its sole discretion, with or without notice. Provided credit is approved, payment is due thirty (30) days from invoice date, unless otherwise agreed in writing by Glance. If the Advertiser is an agency, it acknowledges that payments owed to Glance under any relevant IO are not contingent upon Advertiser (which is an agency) collecting such payments from its relevant Ad Client. In the event of non-payment, and without limiting any other remedies, Glance may offset any amounts due to Glance against any amounts due from Glance to Advertiser under any agreement or IO, or may offset such amounts against any charges for media to be delivered by Glance.

c. In the event Glance has entered into the IO with an Advertiser (which is an agency) and upon non-payment by Ad Client for Ads placed in accordance with the terms of the IO, Glance may hold such agency liable for payments due by Ad Client, as the disclosed agent of the Ad Client. Advertiser and/or Ad Client, as the case may be shall keep records related to revenue generated / payments made with respect to services provided by Glance under this Agreement, and upon reasonable notice from Glance, shall allow Glance to review such records.

d. Advertiser’s credit is established on a client-by-client basis. Upon Glance’s request, if the Advertiser is an agency, such Advertiser will make available to Glance written confirmation of the relationship between agency and Ad Client. This confirmation should include, for example, Ad Client’s acknowledgement that agency is its agent and is authorized to act on its behalf in connection with the IO and these Terms. In addition, upon the request of Glance, agency will confirm whether Ad Client has paid to agency in advance funds sufficient to make payments pursuant to the IO. If Advertiser’s credit is or becomes impaired, or if any credit limit set in an IO is reached, Glance will require payment in advance before undertaking any Deliverables.

e. Pursuant to Section 4(d) above, in the event that Glance has entered into the IO with an Advertiser (which is an agency) and Glance is required to seek payment directly from Ad Client, Glance may impose additional costs on such Advertiser in relation to the IO associated with the recovery of the outstanding payment (i.e., the reasonable costs of debt recovery companies instructed to recover the payments).

f. Reporting.

i. If Glance is serving the campaign, Glance may make reporting available either electronically or in writing, unless otherwise specified in the IO and once Glance provides an online or electronic reporting, , it agrees that Advertiser is entitled to reasonably rely on it, subject to provision of Glance’s invoice for such period.

ii. In the event there are any claims by the Advertiser regarding the campaign delivery, the Advertiser shall inform the same to Glance in writing (along with reasonable evidence from a duly accredited third-party vendor). For any claims related to active campaigns, the Glance will only investigate the claims which fall within the preceding 90 days period from the date of receipt of such claims. For claims related to campaigns which have concluded the Advertiser shall inform the Glance within 30 days from the applicable campaign conclusion and Glance will only investigate the claims which fall within the preceding 30 days period from the date of conclusion of the applicable campaign.

iii. A user’s engagement in steps or actions required to become a user of Advertiser’s offering will be taken into consideration for Glance’s attribution or determination of an install (whether by itself or a third party) within the applicable Ad View Window period. A user will be deemed to engage in such steps or actions where an Ad rendered by Glance is viewed/played/clicked upon or otherwise any interactive feature thereof is utilized. Glance will endeavour to fire beacons as separate events to attribution partners towards such user engagement except where such partner does not support event beacons in which case Glance may use click or view beacons for attribution. Glance reserves the right to exercise a view and attribution window during the applicable reporting period, commencing upon the time a user has either viewed, played, accessed or clicked onto an Ad rendered by Glance (“Ad View Window”)

5. CANCELLATION AND TERMINATION

a. Unless designated on the IO as non-cancellable, Advertiser may cancel the entire IO, or any portion thereof, as follows:

i. With 14 days’ prior written notice to Glance, without penalty, for any guaranteed Deliverable, including, but not limited to, CPM Deliverables. For clarity and by way of example, if Advertiser cancels the guaranteed portions of the IO eight (8) days prior to serving of the first impression, Advertiser will only be responsible for the first six (6) days of those Deliverables.

ii. With seven (7) days’ prior written notice to Glance, without penalty, for any non-guaranteed Deliverable, including, but not limited to, CPC Deliverables, CPL Deliverables, CPI Deliverables or CPA Deliverables, as well as some non-guaranteed CPM Deliverables.

iii. With 30 days’ prior written notice to Glance, without penalty, for any flat fee-based or fixed-placement Deliverable, including, but not limited to, roadblocks, time-based or share-of-voice buys, and some types of cancellable sponsorships.

iv. Advertiser will remain liable to Glance for amounts due for any custom content or development (“Custom Material”) provided to Advertiser or completed by Glance or its third-party vendor prior to the effective date of termination. For IOs that contemplate the provision or creation of Custom Material, Glance will specify the amounts due for such Custom Material as a separate line item. Advertiser will pay for such Custom Material within 30 days from receiving an invoice, therefore.

b. Either Glance or Advertiser may terminate an IO at any time if the other party is in material breach of its obligations hereunder, which breach is not cured within 10 days after receipt of written notice thereof from the non-breaching party, except as otherwise stated in these Terms with regard to specific breaches. Additionally, if Advertiser breaches its obligations by violating the same Policy three times (and such Policy was provided to Advertiser) and receives timely notice of each such breach, even if Advertiser cures such breaches, then Glance may terminate the IO or placements associated with such breach upon written notice. If Advertiser does not cure a violation of a Policy within the applicable 10-day cure period after written notice, where such Policy had been provided by Glance to Advertiser, then Glance may terminate the IO and/or placements associated with such breach upon written notice.

6. MAKEGOODS

a. Notification. Glance will monitor delivery of the Ads, and will notify Advertiser either electronically or in writing as soon as possible if Glance believes that an under-delivery is likely. In the case of a probable or actual under-delivery, Advertiser and Glance may arrange for a makegood consistent with these Terms.

b. Procedure. If actual Deliverables for any campaign fall below guaranteed levels, as set forth on the IO, and/or if there is an omission of any Ad (placement or creative unit), Advertiser and Glance will use commercially reasonable efforts to agree upon the conditions of a makegood flight, either on the IO or at the time of the shortfall. If no makegood can be agreed upon, Advertiser may execute a credit equal to the value of the under-delivered portion of the IO for which it was charged. If Advertiser has made a cash prepayment to Glance, specifically for the campaign IO for which under-delivery applies, then, if Advertiser is reasonably current on all amounts owed to Glance under any other agreement for such Advertiser, Advertiser may elect to receive a refund for the under-delivery equal to the difference between the applicable pre-payment and the value of the delivered portion of the campaign. In no event will Glance provide a makegood or extend any Ad beyond the period set forth on the IO without the prior written consent of Advertiser.

c. Unguaranteed Deliverables. If an IO contains CPA Deliverables, CPI Deliverables, CPL Deliverables, or CPC Deliverables, the predictability, forecasting, and conversions for such Deliverables may vary and guaranteed delivery, even delivery, and makegoods are not available.

7. FORCE MAJEURE

Excluding payment obligations, neither Advertiser nor Glance will be liable for delay or default in the performance of its respective obligations under these Terms if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, cyber intrusions/ hacks, lockdowns, electrical outages, network failures, acts of God, acts of public enemy, embargo, epidemics, pandemics, acts of government in its sovereign capacity or labor disputes (“Force Majeure event”). If Glance suffers such a delay or default, Glance will make reasonable efforts within five (5) business days to recommend a substitute transmission for the Ad or time period for the transmission. If no such substitute time period or makegood is reasonably acceptable to Advertiser, Glance will allow Advertiser a pro rata reduction in the space, time, and/or program charges hereunder in the amount of money assigned to the space, time, and/or program charges at time of purchase. In addition, Advertiser will have the benefit of the same discounts that would have been earned had there been no default or delay.

If a Force Majeure event has continued for five (5) business days, Glance and/or Advertiser has the right to cancel the remainder of the IO without penalty.

8. AD MATERIALS

a. Advertiser will submit Advertising Materials pursuant to Section 3(c) in accordance with Glance’s then-existing Policies. Glance’s sole remedies for a breach of this provision are set forth in Section 5(b), above, Sections 8(c) and (d), below, and Sections 9 (b) and (c), below.

b. If Advertising Materials are not received by the IO start date, Glance will begin to charge the Advertiser on the IO start date on a pro rata basis based on the full IO, excluding portions consisting of performance-based, non-guaranteed inventory, for each full day the Advertising Materials are not received. If Advertising Materials are late based on the Policies, Glance is not required to guarantee full delivery of the IO. Glance and Advertiser will negotiate a resolution if Glance has received all required Advertising Materials in accordance with Section 8 (a) but fails to commence a campaign on the IO start date.

c. Glance reserves the right within its discretion to reject or remove from its Site any Ads for which the Advertising Materials, software code associated with the Advertising Materials (e.g. pixels, tags, JavaScript), or the website to which the Ad is linked do not comply with its Policies, or that in Glance’s sole reasonable judgment, do not comply with any applicable law, regulation, or other judicial or administrative order. In addition, Glance reserves the right within its discretion to reject or remove from its Site any Ads for which the Advertising Materials or the website to which the Ad is linked are, or may tend to bring, disparagement, ridicule, or scorn upon Glance or any of its Affiliates (as defined below), provided that if Glance has reviewed and approved such Ads prior to their use on the Site, Glance will not immediately remove such Ads before making commercially reasonable efforts to acquire mutually acceptable alternative Advertising Materials from Advertiser.

d. If Advertising Materials provided by Advertiser are damaged, not to Glance’s specifications, or otherwise unacceptable, Glance will use commercially reasonable efforts to notify Advertiser within two (2) business days of its receipt of such Advertising Materials. If Advertiser fails to provide Glance with Advertising Materials to replace such damaged, noncompliant or otherwise unacceptable Advertising Materials prior to the scheduled start of the media flight, Advertising Materials will be deemed ‘late’ pursuant to subsection 8(b).

e. Glance will not edit or modify the submitted Ads in any way, including, but not limited to, resizing the Ad, without Advertiser’s approval. Glance will use all Ads in strict compliance with these Terms and any written instructions provided on the IO.

f. When applicable, Third Party Ad Server tags will be implemented so that they are functional in all aspects. All use of Third-Party Ad Server tags shall comply with Glance’s Policies including, without limitation, policies regarding use of tags, cookies and any other technology now known or hereafter developed that is designed to track users’ online behaviour or activity as supplied by Glance from time to time.

g. Glance, on the one hand, and Advertiser, on the other, will not use the other’s trade name, trademarks, logos, or Ads in any public announcement (including, but not limited to, in any press release) regarding the existence or content of these Terms or an IO without the other’s prior written approval.

h. With respect to the Advertising Material both parties agree that: (i) Any Advertising Material provided by Advertiser or any Advertising Material which is prepared on directions of the Advertiser and for which Advertiser has made full payment for all the dues shall be the Intellectual Property of the Advertiser. (ii) Any other Advertising Material independently developed by Glance or Advertising Material for which Glance does not receive any compensation from the Advertiser will be Glance Intellectual Property. Advertiser agrees that it shall not at any time assert or claim any interest in, or do anything that may adversely affect the validity or enforceability of, any intellectual property or other proprietary right belonging to Glance hereunder.

9. INDEMNIFICATION

a. Glance will defend, indemnify, and hold harmless Advertiser, and each of its Affiliates and Representatives from damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) resulting from any claim, judgment, or proceeding (collectively, “Claims”) brought by a Third Party and resulting from (i) Glance’s alleged breach of Section 11 or of Glance’s representations and warranties in Section 13(a), (ii) Glance’s display or delivery of any Ad in breach of Section 2 or Section 8(e), or (iii) Advertising Materials provided by Glance for an Ad (and not by Advertiser, and/or each of its Affiliates and/or Representatives) that: (A) violate any applicable law, regulation, judicial or administrative action, or the right of a Third Party; or (B) are defamatory or obscene. Notwithstanding the foregoing, Glance will not be liable for any Losses resulting from Claims to the extent that such Claims result from (1) Glance’s customization of Ads or Advertising Materials based upon detailed specifications, materials, or information provided by the Advertiser and/or each of its Affiliates and/or Representatives, or (2) a user viewing an Ad outside of the targeting set forth on the IO, which viewing is not directly attributable to Glance’s serving such Ad in breach of such targeting.

b. Advertiser will defend, indemnify, and hold harmless Glance and each of its Affiliates and Representatives from Losses resulting from any Claims brought by a Third Party resulting from (i) Advertiser’s alleged breach of Section 11 or of Advertiser’s representations and warranties in this Agreement, (ii) Advertiser’s violation of Policies, or (iii) the content or subject matter of any Ad or Advertising Materials to the extent used by Glance in accordance with these Terms or an IO. Advertiser shall further indemnify Glance and each of its Affiliates and Representatives from Losses resulting from any Claims brought by a Third Party resulting from (1) Ads and Advertising Materials provided by Advertiser to Glance and posted on a Site, (2) Glance’s use of any content or technology other than an Ad or Advertising Materials that Advertiser require Glance to use, (3) the pages and sites to which an Ad or Advertising Materials link, and (4) use of any products sold through an Ad or Advertising Materials or through pages or sites to which they link.

c. If Advertiser is an agency, it additionally represents and warrants that it has the authority as Ad Client’s agent to bind Ad Client to these Terms and each IO, and that all of its actions related to these Terms and each IO will be within the scope of such agency. Advertiser being agency, will defend, indemnify, and hold harmless Glance and each of its Affiliates and Representatives from Losses resulting from (i) its’ alleged breach of the foregoing sentence, or (ii) Claims brought by a Third Party alleging that it has breached its express, its -specific obligations under Section 11.

d. The indemnified party(s) will promptly notify the indemnifying party of all Claims of which it becomes aware (provided that a failure or delay in providing such notice will not relieve the indemnifying party’s obligations except to the extent such party is prejudiced by such failure or delay), and will: (i) provide reasonable cooperation to the indemnifying party at the indemnifying party’s expense in connection with the defense or settlement of all Claims; and (ii) be entitled to participate at its own expense in the defense of all Claims. The indemnified party(s) agrees that the indemnifying party will have sole and exclusive control over the defense and settlement of all Claims; provided, however, the indemnifying party will not acquiesce to any judgment or enter into any settlement, either of which imposes any obligation or liability on an indemnified party(s) without its prior written consent.

10. LIMITATION OF LIABILITY

a. Excluding Advertiser’s, and Glance’s respective obligations under Section 9, damages that result from a breach of Section 11, or intentional misconduct by Advertiser, or Glance, in no event will any party be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever, including, but not limited to, damages for loss of profits, business interruption, loss of information, and the like, incurred by another party arising out of an IO, even if such party has been advised of the possibility of such damages.

b. Except in connection with the indemnification obligation under Section 9(a), Glance’s (including all companies on whose Sites Ads are distributed (“Participating Companies”) total cumulative liability to Advertiser from all causes of action, claims and all theories of liability will be limited to direct damages only and will not, exceed the fees received by Glance corresponding to the portion of the IO spend for Ads distributed on Glance Properties to the extent such causes(s) of action arise from each such distribution channel, respectively. Participating Companies shall be deemed third party beneficiaries of Advertiser’s obligations hereunder including Advertiser’s indemnity obligations

11. NON-DISCLOSURE, DATA USAGE AND OWNERSHIP, PRIVACY AND LAWS

a. Definitions and Obligations. “Confidential Information” will include (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. Without limiting the foregoing, Discloser and Recipient agree that each Discloser’s contribution to IO Details (as defined below) shall be considered such Discloser’s Confidential Information. Recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. Recipient shall not disclose Confidential Information to anyone except an employee, agent, Affiliate, or third party who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section. Recipient will not use Discloser’s Confidential Information other than as provided for on the IO.

b. Exceptions. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” will not include information which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of Recipient; (iii) was rightfully in Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to Recipient by Discloser; (iv) was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidentiality. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange, or as necessary to establish the rights of either party under these Terms; provided, however, that both Discloser and Recipient will stipulate to any orders necessary to protect such information from public disclosure.

c. Additional Definitions. As used herein the following terms shall have the following definitions:

i. “User Volunteered Data” is personally identifiable information collected from individual users by Glance during delivery of an Ad pursuant to the IO, but only where it is expressly disclosed to such individual users that such collection is solely on behalf of Advertiser.

ii. “IO Details” are details set forth on the IO but only when expressly associated with the applicable Discloser, including, but not limited to, Ad pricing information, Ad description, Ad placement information, and Ad targeting information.

iii. “Performance Data” is data regarding a campaign gathered during delivery of an Ad pursuant to the IO (e.g., number of impressions, interactions, and header information), but excluding Site Data or IO Details.

iv. “Site Data” is any data that is (A) pre-existing Glance data used by Glance pursuant to the IO; (B) gathered pursuant to the IO during delivery of an Ad that identifies or allows identification of Glance, Glance’s Site, brand, content, context, or users as such; or (C) entered by users on any Glance Site other than User Volunteered Data.

v. “Collected Data” consists of IO Details, Performance Data, and Site Data.

vi. “Repurposing” means retargeting a user or appending data to a non-public profile regarding a user for purposes other than performance of the IO.

vii. “Aggregated” means a form in which data gathered under an IO is combined with data from numerous campaigns of numerous Advertisers and precludes identification, directly or indirectly, of an Advertiser.

d. Use of Collected Data. Notwithstanding anything to the contrary contained in this Agreement, any data (including, without limitation, User Volunteered Data, Performance Data and Site Data) collected and used by Advertiser and any Third Party acting on their behalf or otherwise engaged to render, perform or provide services for Advertiser in connection with a campaign (including, without limitation, Third Party Ad Servers) is subject to Glance’s prior written approval.

i. Without limiting the foregoing, unless otherwise authorized by Glance in advance in writing, Advertiser and any Third Party acting on their behalf or otherwise engaged to render, perform or provide services for Advertiser in connection with a campaign (including, without limitation, Third Party Ad Servers) may collect and use Collected Data solely for the purpose of performing under the IO and may not collect or use it for any other purpose (including, without limitation, to target or retarget advertisements). Upon reasonable advance notice, Glance may review documents in the possession of Advertiser and any Third Party acting on their behalf or otherwise engaged to render, perform or provide services for Advertiser in connection with a campaign (including, without limitation, Third Party Ad Servers) solely for the purpose of verifying compliance with the foregoing and Advertiser shall ensure Glance has reasonable access to all such documents for such purpose. In addition, unless otherwise authorized by Glance in advance in writing, Advertiser will (A) disclose IO Details of Glance or Site Data to any Affiliate or Third Party (including, without limitation, Third Party Ad Servers) except as set forth in Section 11(d)(iii).

ii. Unless otherwise authorized by Advertiser, Glance will not: (A) use or disclose IO Details of Advertiser, Performance Data, or a user’s recorded view or click of an Ad, each of the foregoing on a non-Aggregated basis, for Repurposing or any purpose other than performing under the IO, compensating data providers in a way that precludes identification of the Advertiser, or internal reporting or internal analysis; or (B) use or disclose any User Volunteered Data in any manner other than in performing under the IO. Glance may use Collected Data in an Aggregated form generated or collected in connection with the IO (collectively “Permitted Data”) for reporting purposes, optimizing network performance, and other legitimate business purposes of Glance, on the basis that the Permitted Data does not identify Advertiser and is not used to target based upon Advertiser’s identity.”

iii. Advertiser and Glance (each a “Transferring Party”) will require any Third Party or Affiliate used by the Transferring Party in performance of the IO on behalf of such Transferring Party to be bound by confidentiality and non-use obligations at least as restrictive as those on the Transferring Party, unless otherwise set forth in the IO.

Glance may collect and store anonymous device identifiers provided by the Advertiser, solely for the purpose of targeting or retargeting advertisements, unless the Advertiser prevents collection or storage of the anonymous device identifiers in any applicable IO placed with Glance.

e. User Volunteered Data. All User Volunteered Data is the property of Advertiser, is subject to the Advertiser’s posted privacy policy, and is considered Confidential Information of Advertiser. Any other use of such information will be set forth on the IO and signed by both parties. Where User Collected Data constitutes data previously collected by Glance in connection with user registrations on a Site, Glance and Advertiser shall each own such data separately and shall use it in accordance with their respective privacy policy

f. Privacy Policies. Advertiser, and Glance will post on their respective Web sites their privacy policies and adhere to their privacy policies, which will abide by applicable laws. Failure by Glance, on the one hand, or Advertiser, on the other, to continue to post a privacy policy, or non-adherence to such privacy policy, is grounds for immediate cancellation of the IO by the other party.

g. Compliance with Law. Advertiser and Glance will at all times comply with all federal, state, and local laws, ordinances, regulations, and codes which are applicable to their performance of their respective obligations under the IO.

h. Advertiser Use of Data. Advertiser will not: (i) use Collected Data unless Advertiser is permitted to use such Collected Data, nor (ii) use Collected Data in ways that Advertiser is not allowed to use such Collected Data. Notwithstanding the foregoing or anything to the contrary herein, the restrictions on Advertiser in Section 11(d)(i) shall not prohibit Advertiser from (A) using Collected Data on an Aggregated basis for internal media planning purposes only (but not for Repurposing), or (B) disclosing qualitative evaluations of Aggregated Collected Data to its clients and potential clients, and Glance on behalf of such clients or potential clients, for the purpose of media planning.

i. Data Subject Rights. To the extent applicable data privacy laws require Glance to provide data subject rights, Glance shall notify Advertiser of any data subject requests from the users at the contact details shared during the time of signing the IO and Advertiser shall implement and honour such request. Advertiser shall also inform any of its permitted downstream partners/ data processors, as applicable.

12. THIRD PARTY AD SERVING AND TRACKING (Applicable if Third Party Ad Server is used)

a. Glance will track delivery through its ad server and, provided that Glance has approved in writing a Third Party Ad Server to run on its properties, Advertiser will track delivery through such Third Party Ad Server. Advertiser may not substitute the specified Third Party Ad Server without Glance’s prior written consent.

b. If both parties are tracking delivery, the measurement used for invoicing advertising fees under an IO (”Controlling Measurement”) will be determined as follows:

(i) Except as specified in Section 12(b)(iii), the Controlling Measurement will be taken from an ad server that is certified as compliant with internationally accepted standards/ industry guidelines (the “ Industry Guidelines”).

(ii) If both ad servers are compliant with the Industry Guidelines, the Controlling Measurement will be the Third Party Ad Server if such Third Party Ad Server provides an automated, daily reporting interface which allows for automated delivery of relevant and non-proprietary statistics to Glance in an electronic form that is approved by Glance; provided, however, that Glance must receive access to such interface in the timeframe set forth in Section12(c), below.

(iii) If neither party’s ad server is compliant with the Industry Guidelines or the requirements in subparagraph (ii), above, cannot be met, the Controlling Measurement will be based on Glance ‘s ad server, unless otherwise agreed by Advertiser and Glance in writing.

c. As available, the party responsible for the Controlling Measurement will provide the other party with online or automated access to relevant and non-proprietary statistics from the ad server within one (1) day after campaign launch. The other party will notify the party with Controlling Measurement if such party has not received such access. If such online or automated reporting is not available, the party responsible for the Controlling Measurement will provide placement-level activity reports to the other party in a timely manner, as mutually agreed to by the parties or as specified in Section 4(f), above, in the case of Ads being served by Glance. If both parties have tracked the campaign from the beginning and the party responsible for the Controlling Measurement fails to provide such access or reports as described herein, then the other party may use or provide its ad server statistics as the basis of calculating campaign delivery for invoicing. Notification may be given that access, such as login credentials or automated reporting functionality integration, applies to all current and future IOs for one or more Advertisers, in which case new access for each IO is not necessary. Nothing in this Section 12(c) shall limit, replace or nullify any other obligation set forth in this Agreement (including this InMobi Addendum)

d. If the difference between the Controlling Measurement and the other measurement exceeds 10% over the invoice period and the Controlling Measurement is lower, the parties will facilitate a reconciliation effort between Glance and Third Party Ad Server measurements. If the discrepancy cannot be resolved and a good faith effort to facilitate the reconciliation has been made, Advertiser reserves the right to either:

i. Consider the discrepancy an under-delivery of the Deliverables as described in Section 6(b), whereupon the parties will act in accordance with that Section, including the requirement that Advertiser and Glance make an effort to agree upon the conditions of a makegood flight and delivery of any makegood will be measured by the Third Party Ad Server, or

ii. Pay invoice based on Controlling Measurement-reported data, plus a 10% upward adjustment to delivery.

e. Where Advertiser is using a Third Party Ad Server and that Third Party Ad Server cannot serve the Ad, Advertiser will have a one-time right to temporarily suspend delivery under the IO for a period of up to 72 hours. Upon written notification by Advertiser of a non-functioning Third Party Ad Server, Glance will have 24 hours to suspend delivery. Following that period, Advertiser will not be held liable for payment for any Ad that runs within the immediately following 72-hour period until Glance is notified that the Third Party Ad Server is able to serve Ads. After the 72-hour period passes and Advertiser has not provided written notification that Glance can resume delivery under the IO, Advertiser will pay for the Ads that would have run, or are run, after the 72-hour period but for the suspension, and can elect Glance to serve Ads until the Third Party Ad Server is able to serve Ads. If Advertiser does not so elect for Glance to serve the Ads until Third Party Ad Server is able to serve Ads, Glance may use the inventory that would have been otherwise used for Glance’s own advertisements or advertisements provided by a Third Party.

13. MISCELLANEOUS

a. Each party will comply with all laws and regulations applicable to such party’s performance of this Agreement. Without limiting the generality of the foregoing, each party will comply fully with all applicable export control and sanctions laws and regulations of any country having competent jurisdiction (collectively, “Trade Laws”) to ensure that no services, payments, or other deliverables provided under this Agreement are: (i) provided to, purchased by, routed through, or used for the direct benefit of any party subject to the restriction of a sanctions or export denial list; (ii) provided to, purchased by, routed through, or used for the direct benefit of any region subject to comprehensive sanctions (presently including Crimea, Cuba, Iran, Syria or North Korea); or (iii) used for any purpose prohibited under applicable export control and sanctions laws and regulations, including, but not limited to, nuclear, chemical, or biological weapons proliferation.

Advertiser affirms its policy and corporate practice to comply and require parties with whom it contracts to comply with all applicable anti-bribery laws that apply to it and its operations, including without limitation, the Indian Prevention of Corruption Act, 1988, U.K. Bribery Act 2010 and U.S. Foreign Corrupt Practices Act (collectively, “Anti-Bribery Laws”).   In connection with its performance under this Agreement, Advertiser confirms that: (i) it is aware of and has appropriate procedures to comply with the Anti-Bribery Laws and will advise all persons and parties under its control or acting as its agent of the requirements of the Anti-Bribery Laws; (ii) it will not be or cause any party to be in violation of the Anti-Bribery Laws; and (iii) should Advertiser learn of, or have reasons to know of, any request for payment that is inconsistent with the Anti-Bribery Laws, it shall immediately notify Glance.

In case Advertiser is found to have violated any Trade Laws or Anti-bribery Laws in connection with its performance under this Agreement, Glance shall have the right to terminate this Agreement with immediate effect and no further liability, upon written notice to Advertiser, without prejudice to any other rights or remedies available to it under contract or in law.   Advertiser shall indemnify Glance against any losses, liabilities, damages, costs (including but not limited to legal fees) and expenses incurred by or awarded against Glance as a result of any breach of this Section.

b. Glance represents and warrants that Glance has all necessary permits, licenses, and clearances to sell the Deliverables specified on the IO subject to these Terms. Advertiser represents and warrants that Advertiser has all necessary licenses and clearances to use the content contained in the Ads and Advertising Materials as specified on the IO and subject to these Terms, including any applicable Policies. EXCEPT AS EXPRESSLY SET FORTH UNDER THIS AGREEMENT, THE PARTIES HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTIES, OR WARRANTIES, INCLUDING IMPLIED OR STATUTORY, THE WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

c. Advertiser may not resell, assign, or transfer any of its rights or obligations hereunder, and any attempt to resell, assign, or transfer such rights or obligations without Glance’s prior written approval will be null and void. All terms and conditions in these Terms and each IO will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors, and assigns. If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect.

d. All IOs will be governed by the laws set out in the terms of the IO. Glance and Advertiser agrees that any claims, legal proceedings, or litigation arising in connection with the IO (including these Terms) will be brought solely in the country set out in the IO, and the parties consent to the jurisdiction of such courts. In the event of an IO not containing a law and jurisdiction provision the terms of the IO (including these Terms) shall be governed by and construed in accordance with the laws of (i) Singapore, if Glance InMobi Pte Limited is the contracting entity under the IO; or (ii) India, if Glance Digital Experience Private Limited is the contracting entity under the IO.

e. Each IO (including the Terms) will constitute the entire agreement of the parties with respect to the subject matter thereof and supersede all previous communications and agreements between the parties with respect to the subject matter of the IO. The IO may be executed in counterparts, each of which will be an original, and all of which together will constitute one and the same document. Each IO may be executed by electronic signature and exchanged by email in scanned or pdf format.

f. Any notice required to be delivered hereunder will be deemed delivered (i) immediately upon receipt of delivery notification if sent by registered post acknowledgment due or courier service, (ii) one business day if sent by overnight courier service, and (iii) immediately if sent electronically. All notices to Glance will be sent to the contact as noted on the IO with a copy to the Legal Department. All notices to Advertiser will be sent to the address specified on the IO.

g. Sections 4, 6,9, 10, 11, and 13 will survive termination or expiration of these Terms. In addition, each party will promptly return or destroy the other party’s Confidential Information upon written request and remove Advertising Materials upon termination of these Terms.