Publisher Agreement

Amli Media and the Client each referred to as a “Party” and collectively as the “Parties”

 

WHEREAS

 

(A) Amli Media is providing an exchange advertisement service through a platform addressed at

http://www.amlimedia.com or http:// dashboard.amlimedia.com consisting of a real-time trading platform technology. Hereinafter, the Service and the Platform, respectively.

(B) The Client is interested in using the Platform provided by AMLI MEDIA as a direct publisher or on

behalf of another publisher.

(C) The Parties, therefore, agree to define the terms and conditions related to the Service

according and subject to the following.

 

1. TERM. The “Term” of this Agreement begins on the Effective Date and will remain in place for sixty (60) days. The Term shall automatically renew for a period of one (1) year, unless either Party provides the other with written notice of this intent to terminate at least seven (7) business days prior to the expiration of the current term. Any ad tags and sdk’s provided by Amli Media which have been integrated by Client will be disabled or removed from apps within 5 business days following termination or expiry of the Agreement.

 

2. AMLI MEDIA. “Service” means the Platform, SDK and related services that enable sellers and buyers (e.g., publishers, ad networks) to market and sell digital and mobile advertising inventory and receive advertisements for display on their digital properties, excluding any information or data transmitted through such Platforms or services. Amli Media will use commercially reasonable efforts to provide the Service to the Client as set forth in this Agreement. Amli Media will use commercially reasonable efforts to fill each impression according to market conditions at the time but cannot ensure that every impression or category of impressions will be filled or filled at a certain price.

 

3. LICENSE TO USE SERVICE

 

1. Grant. During the Term, Amli Media grants to the Client a non-exclusive, non-transferable, non sublicensable worldwide license and right to use the Service as described in this Agreement.This Agreement applies to Client’s use of the Service for itself and on behalf of any clients of the Client. 

 

2. Limits. As between Amli Media and the Client, Amli Media owns all rights, title and interest in and to the Service, including future developments and enhancements. Aside from the license granted immediately above, Amli Media does not grant to the Client any other license, express or implied. Amli Media reserves all rights not expressly granted hereunder, including the right to continually evolve the Service and all related technologies. The Client will not reproduce, distribute, modify, prepare derivative works of, translate, reverse engineer, reverse compile or disassemble the Service or any portion thereof. Under no circumstances may the Client use the Service for benchmarking, gathering data on the performance of the Service or Amli Media Platform, systems or competitive intelligence. 

 

 

4. USE OF DATA

 

1. Monetization reporting. The Client will have access to detailed information about the performance in the Service through the Amli Media website. Amli Media shall provide Client with access to Amli Network’s UI or the third-party tracking service used by Amli Media to track campaigns under this Agreement, which provides a daily access to reporting and where Client will be able to view all measurements and statistics with respect to the ads it provides via the Platform (“Ads”) and the payment due to Client (“Report”). The Client will only permit those employees who are directly involved in using the Service to access such information and will treat such information as Confidential Information. 

 

2. Discrepancies. Amli Network’s monthly reporting data will be deemed conclusive for the calculation of Client’s Revenue unless the Client raises and duly notify the discrepancy within a thirty (30) days period from the last month report; and (c) the Client finds such discrepancy of Client’s Revenue exceeds 15% at any time. When discrepancy exceeds 15% and this fact was duly communicated to Amli Media both Parties agree to work together on a good faith basis to find a pragmatic solution. 

 

3. Advertiser Information. The Client will have access to detailed information about buyers in the Service, including but not limited to their bidding activity. The Client will only permit those employees who are directly involved in using the Service to access such information, will only use this information for the purpose of selling inventory through the Service and will treat such information as Confidential Information. 

 

4. Prohibited Activity. In the case of Prohibited Activities and/or Invalid, Suspicious or Non- Human Traffic justified by Amli Network’s tools, Amli Media won’t be liable to pay the Client any earn generated by those practices. By Prohibited Activity we mean any illegal activity like: autoreloader, cookies click fraud, domain masking, device click fraud, fast clicker, domain impression fraud, cookie impression fraud and all kind of spoofing (SDK, ID device, Location), including without limitation: (a) using deceptive, fraudulent, inappropriate or false representations and/or notifications to End Users; (b) act in a fashion that may harm or dilute the Amli Network’s reputation; (c) take any action that may exploit any vulnerabilities, harm the security of End User’s device, or the privacy of the End User, or materially interfere with or disrupt web navigation or browsing, disabling, modifying, interfering or intervening with End Users' control over the operating system, browser settings (including bypassing consent dialogs from web browsers or preventing the End User from viewing or modifying his browser settings), browser functionality or webpage's display; (d) using any materials or Content that contains any virus, worms, Trojan horses, or any other computer code, files or programs designed to interrupt, hijack, malware, spyware, spam-ware, destroy, limit or adversely affect the functionality of any computer software, mobile device, hardware, network or telecommunications equipment; (e) using any misleading, deceptive or fraudulent practices whatsoever with respect to any Content (including providing unproven or misleading endorsements); (f) replacing any existing advertisement, displaying, injecting or generating advertisements on private web pages such as HTTPS pages or SSL protected page.; (g) requiring an End User to participate in an online activity or incentivizing an End User to click or interact in with an advertisement by using misleading and fraudulent representations or incentivized automated clicks or automated interaction; h) laundering of a mobile app via Bundle ID spoofing or similar mechanism that make the advertiser believe they are buying inventory (premium or not) on one mobile app, but instead, the ad is going to another “laundered” app. Service Data. Aside from the buyer information described above, each party may use the data generated by the Client’s use of the Service as follows. The Client may use such data for any business purpose provided that (a) (i) it complies with its privacy policy and (ii) it does not disclose data that describes or reflects the performance of the Service (or any other Amli Media services) to third parties except service providers who are under confidentiality restrictions at least as restrictive as those contained in this Agreement. Amli Media may use such data (b) (i)internally for any business purpose and (ii) externally if such data is aggregated with other Amli Media client data such that third parties cannot attribute the data to the Client. The Client acknowledges that other participants on the Service may have access to information related to the Client (e.g., buyers have access to information about the inventory they purchase (including the URL and price paid) and sellers have access to information about the advertisers who purchase their inventory). 

 

 

5. PAYMENT TERMS

 

AMLI MEDIA will generate a self-invoice with all profits generated the month before paying to the Client this amount at sixty (60) days TERMS  from date of invoice. Payment will be made in USD Except Indian Clients. The Client is responsible for paying all applicable sales, use or other taxes or duties, tariffs, etc. applicable to the Service. Amli Media Minimum threshold is dollars ($100) and may hold any payment until the cumulative amount owed to the Client totals at least hundred dollars ($100). For Indian Clients Payment will be in INR followed by due date USD to INR conversion rate also if they are applicable for GST, then it will be invoiced automatically by providing details while updating their profile at Amli Dashboard edit profile billing section. The Client accepts that Amli Media will run payments by Direct Bank transfer or PayPal. Clients must share the Bank details like Bank Name, Bank Branch,Address, account number, routing details etc  for smooth transactions directly to their POC or Update information byself in Amli Dashboard.

 

 

6. COMPENSATION

 

Provided that the Client is not in breach of this Agreement, Amli Media will pay to the Client all profits generated and visualized in Amli Media Platform under the Client user and Password login coordinates. At the beginning of each month of running Service Amli Media will generate a self-invoice with all profits generated the month before paying to the Client based on agreed pay terms. The Client accepts that all profits generated through prohibited activities will allow Amli Media to deduct those amounts directly in the selfinvoice. Amli follows sellers.json strictly. Any sources or on behalf of other Publishers are sending ad requests, they must update ads.txt or app-ads.txt to their domains that will be shared by Amli or displayed in the Dashboard in Ads.txt section. Without these entries, Amli reserves the rights to deduct profit generated from any unauthorized traffic sources if concern raised by advertisers who spent on such sources. Additionally, the Client accepts that all related costs suffered by Amli Media linked to this fraudulent activity would be deducted from the profits at Amli Network´s discretion. Amli Dashboard displaying all valid and invalid data. Clients responsibilities is to identify any fraudulent sources and block them immediately. Amli Media shares the granular details of fraudulent data as per request by the client. In some conditions Amli alerts clients to block certain traffic sources via any mode of electronic communication. If a client fails to do so and fraudulent activity of such traffic exceeds by 20% then Amli reserves the rights to hold any profit generated from such traffic sources. Both parties accept that any income generated by invalid, fraudulent traffic or prohibited activities won’t be paid by Amli Media to the Client. Additionally, the Client accepts and acknowledges that payment by Amli Media will be subjected to payment by the Buyer of the spaces (impressions), committing Amli Media by doing their best efforts in order to recover unpaid amounts in order to pay the Client. 

 

 

7. AD INVENTORY SPECIFICATIONS

 

Client’s inventory will comply with all IAB ad inventory specifications and the Client will follow Amli Network’s standard technical specifications. The Client shall also comply with the Amli Media Policies and Service terms.

1. https://www.amlimedia.com/privacy-policy (the “Policies”) 

2. https://www.amlimedia.com/terms-conditions (“Terms of service”)

 

which are hereby incorporated into and made a part of this Agreement. If Amli Media posts updated Policies during the Term Client will comply with the updated Policies.

 

 

8. COMPLIANCE

 

1. Each party will comply with all applicable laws and regulations (Amli Media as to its provision of the Service and the Client as to its use of the Service). To clarify, the Client agrees that all websites, apps and other digital properties with which Client uses the Service for itself or on behalf of its clients (a) will comply with all applicable laws and regulations, including but not limited to the Children’s Online Privacy Protection Act (“COPPA”), (b) will not contain content or materials that are misleading, libellous, obscene, invasive of others’ privacy, or hateful(racially or otherwise), (c) will not introduce viruses or other malware to the Service or Amli Media Systems or end users, and (d) will not infringe, violate or misappropriate any third party intellectual property or other rights. The Client will not make any inventory available through the Service if the end users of such inventory cannot lawfully be tracked, or have not providedClient with sufficient permission or consent to enable the Service to track, using a persistent identifier for purposes of receiving advertising targeted on the basis of such end user’s online behaviour. The Client grants Amli Media permission to implement the Service and, to the extent required, access third party services utilized by the Client or end users of the Client inconnection with this Agreement. The Client will not use the Service in a manner that violates its agreements with third parties or could reasonably be expected to damage the Service or reflect unfavourably on the reputation of Amli Media or its clients. The Client will not share accessor passwords to any Amli Media system with any third party. Amli Media reserves the right to immediately stop accepting ad requests through the Service from any websites, apps or other digital properties.

 

2. As applicable to its respective obligations under this Agreement, each party will provide notice of a privacy policy detailing its respective data collection, sharing, and use practices that comply with all applicable laws and regulations. Without limitation of the foregoing the Client will comply with the applicable Digital Advertising Alliance (DAA) Self-Regulatory Principles published at www.aboutads.info and, as applicable, with the IAB Europe EU Framework for Online Behavioural Advertising and the EASA Best Practice Recommendation on Online Behavioural Advertising, which are administered by the European Interactive Digital Advertising Alliance and published at www.edaa.eu. In addition, the Client agrees not to share, pass or transfer any personally identifiable information or Sensitive Data (as defined below) to Amli Network. “Sensitive Data” means a first name or initial and last name, in combination with a Social Security number, driver’s license, or other state or government identification number, or an account number, debit card number, or credit card number in combination with any required security code, access code, or password that would permit access to or use of such individual’s card or account. Moreover, the Client represents and warrants that to the extent the Client provides any information regarding devices or users to Amli Network, or permits Amli Media to collect such information, it is shared, passed or provided to Amli Media in compliance with all applicable laws and regulations and with all necessary rights, consents, and permissions. 

 

 

9. SUSPENSION AND TERMINATION

 

1. Suspension. Amli Media may suspend Client’s use of the Service immediately upon written notice (email being sufficient) if Amli Media believes that the Client has violated any obligation set In this Agreement, the Amli Media policies or Amli Media receives complaints about the Client.

 

2. Termination. Either party may terminate this Agreement upon seven (7) days written notice to the other party. Upon such termination, Client’s right to use the Service shall immediately terminate. For avoidance of doubt, the Client may stop sending ad requests through the Service at any time.

 

 

10. DISCLAIMER

 

Neither party makes any representations or warranties, whether express, statutory or implied. The Service is made available “as is” and “as available” inter alia, Amli Media does not represent or warrant that  a) the use of the Service will be secure, timely, uninterrupted or error-free or operate in combination with other hardware, software, system or data; b) the Services will meet the Client’s requirements or expectations;  c) any stored data or reporting will be accurate, reliable or free from loss; d) the Service or the infrastructure that makes the Service available will be free of viruses or other harmful components, each party expressly disclaims any other representations and warranties, express, statutory or implied, including any implied warranties or fitness for a particular purpose, title, merchantability, noninfringement, course of dealing or performance. The Client understands and agrees that Amli Media is a technology platform provider rather than an Ad Agency and, as such, Amli Media does not have the authority to bind the Advertisers, the Client or Media Players using Amli Media Platform to third-party contracts or to any provision included in the IAB Terms. In the framework of the Service Amli Media shall not be responsible for any Advertiser, Client or Media player’s failure to comply with the IAB Terms. 

 

 

11. LIMITATION OF LIABILITY

 

To the maximum extent permitted by applicable law, neither party will be liable for indirect, special, incidental, punitive or consequential damages arising out of or related to this Agreement, however caused, and under whatever cause of action or theory or liability even if a party has been advised of the possibility of such damages, except as provided herein and for the obligation to pay for any minimum fees, guarantees and services Already rendered, neither party’s total aggregate liability for all claims arising out or related to this Agreement shall exceed the amount paid to the Client by Amli Media under this Agreement for the six months prior to the date the liability first arose. Notwithstanding all of the foregoing, nothing in this Agreement shall limit liability under section 12 or for breaches of section 3, 8 or 12.

 

 

12. INDEMNITY

 

The Client shall indemnify, defend and hold harmless Amli Media and its directors, officers, employees and agents, its and their respective successors, heirs and assigns, and other customers of the Service (e.g., advertisers, publishers, ad networks, ad agencies) (the “Amli Media Parties”) against any liability, damage, loss or expense (including reasonable attorneys’ fees and costs) incurred by the Amli Media Parties in connection with any third-party claims arising out of or relating to (a) any allegation that would constitute a breach of Sections 3 or 8 of this Agreement; (b) Client’s use of the Service;  (c) any allegation that any website, app or other material provided by the Client (including the websites, apps and other materials of the Client’s clients) violates any applicable law or infringes any third party right, including but not limited to COPPA and intellectual property rights; or  (d) the type or placement of advertisements on any website, app or other material provided by The Client. 

 

13. CONFIDENTIALITY

 

“Confidential Information” means any information relating to or disclosed prior to or in the course of the Agreement, which is or should reasonably be understood to be confidential. The terms of this Agreement are the Confidential Information of each party (not to be disclosed by the other without the written consent of the other) and data regarding the performance of the Service and Amli Media systems is Amli Media Confidential Information. The receiving party will use the same care to protect Confidential Information as it uses for its own similar information, but in no event less than reasonable care, and will use Confidential Information only for the purpose of fulfilling its obligations under this Agreement. The receiving party will promptly return or destroy the other party’s Confidential Information upon request of the other party, except that any archival copies may be retained, subject to the continuation of the confidentiality obligations pursuant to this Section 13. “Confidential Information” does not include information that (a) is or becomes part of the public domain through no fault of the receiving party;  (b) was already in possession of the receiving party; or (c) was independently developed by the receiving party without violation of this Section.  The receiving party may disclose Confidential Information if it is required to do so by law, so long as the receiving party provides the disclosing party with prompt notice and complies with any protective order imposed on such disclosure. This Section 13 will survive termination or expiration of this Agreement for five (5) years following such termination or expiration. 

 

14. NON-SOLICITATION

 

Neither the Client nor any of its representatives, including without limitation its directors, officers, employees, agents and advisors, shall, without the prior written approval of Amli Media directly or indirectly, solicit, induce or attempt to induce or otherwise counsel, discuss, advise or encourage any employee, agent or representative of Amli Media or any of its affiliates to leave or otherwise terminate such person’s relationship with Amli Media or any of its affiliates, as applicable, for a period of one year following the date of this Agreement. 

 

15. DATA PROTECTION

 

The Parties shall adhere to the obligations set out in the Data Privacy Addendum  15.1 Data Protection Rights Under General Data Protection Regulation (GDPR) and California Consumer Privacy Act (CCPA) attached at schedule 1.

 

16. MISCELLANEOUS

 

1. Neither party will make any public statement relating to the Agreement without the prior written approval of the other, provided that Amli Media may include Client’s name and logo on its marketing and promotional materials and customer lists. In addition, Amli Media may include Client’s name and positive information metrics in case studies that Amli Media shares with its potential customer, shareholders, investors, etc. provided such information is covered by confidentiality obligations.

 

2. Notwithstanding any other provision of this Agreement, where Amli Media suspects wrongdoing or misuse of the Service by the Client, Amli Media reserves the right to investigate Client’s use of the Service. If Amli Media believes wrongdoing or misuse of the Service has in fact occurred, Amli Media may disclose information produced by or related to such investigation to law enforcement, regulatory bodies or third parties involved in or affected by the investigation.

3. This is the entire agreement of the parties relating to this subject matter, and supersedes all prior commitments, negotiations and understandings with respect to the Client’s participation in the Service. This Agreement cannot be amended except by a writing signed by both Parties. This Agreement cannot be transferred or assigned without prior written consent of the non-assigning party; provided, however, that either party may assign this Agreement (a) to an acquirer of substantially all of that party’s assets, stock or business by sale, merger or otherwise or (b) to a corporate affiliate, each upon prior written notice to the non-assigning party. If any provision of this Agreement is unenforceable, the validity of the remaining provisions will not be affected. Sections 4 and 10-15 of this Agreement will survive termination or expiration of this Agreement. Any claim arising out of or related to this Agreement must be brought in the initiating party’s individual capacity and not as a plaintiff or class member in any class action or other similar proceeding.

 

4. Notices must be in writing and will be deemed given when (a) delivered personally, or (b) sent by email, if to Amli Media to the following email address: alok@amlimedia.com, and if to the Client to its specified representative at the email address provided herein, if the sending party can confirm that the email was apparently sent successfully according to its ordinary technical records and does not receive an error notice. Notwithstanding the foregoing, if the sending party receives an error notice because the receiving party has changed its email address without formally notifying the sending party, the email notice is deemed effective if the sending party is using the last email address provided by the other party for the express purpose of receiving notices. In that case, the sending party will attempt to reach the receiving party by phone.

 

5. This Agreement is governed by the laws of India. The Indian Courts located in Karnataka will have exclusive jurisdiction to determine any disputes between the Parties hereto. The prevailing party is entitled to reasonable attorneys’ fees and costs. The dispute will be kept confidential except as required by applicable law.

 

6. Multiple signature pages, signatures delivered via scanned-in PDF copy or fax, and electronic signatures will all constitute originals and together will constitute one and the same instrument. Neither party will be liable for failure or delay in performing its obligations because of causes beyond its reasonable control, including without limitation acts of God, terrorism, war, riots, fire, earthquake, flood or degradation or failure of third party networks or communications infrastructure.

 

 

 

 

 

SCHEDULE 1

 

 

DATA PRIVACY ADDENDUM 

 

This Data Privacy Addendum ("Addendum") sets out the terms that apply to the Client and AMLI MEDIA when processing Personal Data under the relationship governed between Amli Media  Private Limited and Client through the General Conditions (the “GC”). This Addendum forms part of the GC. Capitalised terms used in this Addendum shall have the meaning given to them in the GC unless otherwise defined in this Addendum.

 

 

IT IS AGREED:

 

 

1. Definitions:

 

"Ad Data" has the meaning given to it in Section 2 of this Addendum;

 

“Client Apps or Site” means the mobile applications or Websites owned and/or controlled by the Client, including all content, images, music and text contained therein, that the Client wishes to use with the Amli Media SDK or any advertising tags and Amli network Platform.  

 

"Controller" means the entity that determines the purposes and means of the processing of Personal Data;

 

"Demand Partners" means Amli Network’s media buying clients, including but not limited to advertisers and attribution partners, demand side platforms, ad exchanges, agencies, agency trading desks and ad networks who submit "bids" for Amli Media ad inventory.  

 

"EU Data Protection Law" means (i) prior to 25 May 2018, the EU Data Protection Directive (Directive 95/46/EC) and on and after 25 May 2018, the EU General Data Protection Regulation (Regulation 2016/679); (ii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iii) any national data protection laws made under or pursuant to (i) or (ii) (in each case, as superseded, amended or replaced); 

 

“California Privacy Protection Act (CCPA)” The California Consumer Privacy Act (CCPA) is a data privacy law that establishes various rights for California state residents. The law applies to companies that do business in California and meet one of several criteria related to revenue, data processing, and other factors. CCPA requires giving residents the right to opt out of the “sale” of their “personal information” (as the law defines those terms), with the opt-out offered via a prominent “Do Not Sell My Personal Information” link on the “selling” party’s homepage on site or any apps. CCPA does recognize certain exceptions to the definition of “sale,” such that not all transfers of personal information are “sales.” For example, transferring personal information to a “service provider” under the law is not a sale. You should ensure that you’ve taken appropriate measures with respect to such third parties as required to meet your CCPA compliance needs. For ads serving, Amli Media will not bid on bid requests where a publisher has sent an opt-out signal.  

 

"Personal Data" means any information relating to an identified or identifiable natural person (which shall include for the avoidance of doubt, any personally identifiable information) or as otherwise defined in applicable Privacy Requirements;  

 

"Privacy Requirements" means all applicable privacy and data protection laws and regulations, in each case as amended superseded or replaced, including but not limited to Children’s Online Privacy Protection Act (“COPPA”) and EU Data Protection Law (in each case, as amended, superseded or replaced); 

 

“Amli Media Ads” means advertisements, sourced by or on behalf of Amli Network, which are routed and/or served by the Amli Ad Platform to the Client Apps; 

 

"Tracking Technologies" means mobile SDKs, unique identifiers, web beacons, pixels and similar tracking technologies;

 

"Amli Media Privacy Policy" means the Amli network privacy policy available at Privacy Policy  (as updated or amended from time to time);

 

"Data subject", "Processing" (and "process") shall have the meanings given to them in EU Data Protection Law.

 

 

2. Scope of processing:

 

The Client acknowledges and agrees that in connection with the Amli Media Platform and Amli Media SDK: (i) Amli Media may collect or otherwise receive data (including Personal Data) about or related to End Users of the Client Apps, including (but not limited to) unique device identifiers, log information, usage data (such as information about ads viewed or clicked, post-install data, etc.), geo-location of an end user’s device and streaming data, all as more particularly described in the Amli Media Privacy Policy (collectively "Ad Data");

 

3. Relationship of the Parties:

 

1. Parties agree that Client is and will at all times remain the controller of the Ad Data processed by Amli Media hereunder and to the extent the Ad Data contains Personal Data, Amli Media shall process such data as a separate and independent Controller (where applicable Privacy Requirements recognize such concept) and only for the Permitted Purposes. In no event will the Parties process Personal Data under this Agreement as joint Controllers. Nothing in the Agreement (including this Addendum) shall limit Amli Media from collecting or using data that Amli Media would otherwise collect and process independently of the Client’s use of the Amli Media Platform and Amli Media SDK. Both Parties reserve the right to modify, suspend or terminate the Agreement should the other Party violate this Addendum.

 

2. Client agrees and acknowledges that it is responsible for compliance with all its obligations as a controller under EU Data Protection Laws, specifically with reference to transmission of Ad Data to Amli Media (including providing any required notices and obtaining any required consents and/or authorizations, or otherwise securing an appropriate legal basis under EU Data Protection Law), and for any decisions and actions taken by the Client with respect to processing such Ad Data.

 

4. Permitted Purposes: Amli Media shall process Ad Data solely for the following purposes: 

 

1. accessing the Client Apps, or the servers that make them available, to cause the routing, serving, displaying, targeting, and tracking the performance of Amli Media Ads on the Client Apps; and

2. disclosing ad data  

1. to third parties (including Demand Partners) as reasonably necessary in connection with the operation of the Amli Media Platform (sub-processors); 

2. if required by any court order, process, law or governmental agency; or 

3. generally when it is aggregated, such that the specific information relating to the Client or any underlying end user is not directly identifiable ("Permitted Purposes"). 

 

 

5. Client’s Responsibilities:

 

1. Notice and Consent: The Client represents and warrants that: (i) it shall comply with all Privacy Requirements; (ii) it shall conspicuously post, maintain, and abide by a publicly accessible privacy notice within the Client App that satisfies the transparency and information requirements of the Privacy Requirements and the Agreement (including this Addendum); and (iii) it has provided all required notices and obtained all necessary permissions and consents in accordance with the Privacy Requirements from the relevant data subjects (including but not limited to any parental consent required by applicable Privacy Requirements) on behalf of Amli Media and all applicable Demand Partners to lawfully permit Amli Media and all applicable Demand Partners to (a) collect, process and share Ad Data; and (b) deploy Tracking Technologies in order to collect Ad Data from the devices of end users served with Amli Media Ads, in each case for the purposes contemplated by this Addendum. The Client shall not: (i) share with Amli Media any Personal Data that allows users of the Client Apps to be directly identified (for example, by reference to their name or email address); and (ii) pass to Amli Media any personal data of children under 13 as defined under COPPA, unless expressly agreed in writing and as permitted under Privacy Requirements. Upon request, Amli Media shall provide the Client with such reasonable assistance as the Client may require to enable the Client to provide such notice and obtain such consents.

 

2. Amli Media shall comply with all Privacy Requirements and that, where Amli Media is required to obtain any permissions and consents in order to perform the Services, Amli Media is responsible for obtaining any such permission or consent.

 

3. Obtaining Consent: Where the Client is responsible for obtaining consent in accordance with Section 5.1 above, the Client shall, at all times, make available, maintain and make operational on the Client Apps: (i) a mechanism for obtaining such consent from data subjects in accordance with the requirements of the Privacy Requirements; and (ii) a mechanism for data subjects to withdraw such consent (opt out) in accordance with the Privacy Requirements.

 

4. Consent Records: Where the Client is responsible for obtaining consent in accordance with Section 5.1 above, the Client shall maintain a record of all consents obtained from data subjects as required by the Privacy Requirements, including the time and date on which consent was obtained, the information presented to data subjects in connection with their giving consent, and details of the mechanism used to obtain consent. The Client shall maintain a record of the same information in relation to all withdrawals of consent by data subjects. The Client shall make these records available to Amli Media promptly upon request.

 

5. Information Requirements: a. Without prejudice to the generality of Section 5.1, the Client warrants and represents that the privacy notice provided pursuant to Section 5.1 (above) shall at a minimum provide clear and comprehensive information about the following: (i) the fact that third parties may collect or receive Personal Data and use that Personal Data to provide measurement services and targeted advertisements; (ii) a conspicuous link to or description of how and where users can opt-out of collection and use of information for advertisement targeting; and (iii) a description of the types of Ad Data (including Personal Data) that are collected and how and for what purposes the Ad Data collected will be used or transferred to third parties. b. To the extent Data is protected by EU Data Protection Law and without prejudice to the generality of Section 5.1 above, the Client warrants and represents that the privacy notice provided pursuant to Section 5.1 (above) shall at a minimum also include the following information: the type of Personal Data collected by Amli Media and its Demand Partners and the purposes of processing thereof; the categories of individuals who will have access to the Personal Data; and/or any other information required to comply with the transparency requirements of the EU Data Protection Law.

 

6. If the Client is unable to comply with its obligations in this Section 5, the Client shall promptly notify Amli Media and Amli Media shall be responsible for the performance of such obligations provided the Client does not prevent Amli Media from performing such obligations. In the event neither Party is able to perform the obligations set out in this Section 5, Amli Media shall have the right to terminate the Agreement without liability upon written notice. In the event that the consent to handle Personal Data is withdrawn by a data subject, the Client shall notify Amli Media without undue delay (but in any event no later than 24 hours after becoming aware of the consent being withdrawn). Client will not provide any unsolicited data related to data Subjects to Amli Network.

 

 

6. Co-operation and Data Subject Rights:

 

The Parties shall, on request, provide each other with all reasonable and timely assistance (at their own expense) to enable the other to comply with its obligations under the Privacy Requirements, specifically in order to enable the other to respond to: (i) any request from a data subject to exercise any of its rights under EU Data Protection Law (including its rights of access, correction, objection, erasure and data portability, as applicable) in relation to the Ad Data ("Data Subject Rights"); and (ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the Ad Data. Each Party shall promptly inform the other if it receives any request directly from a data subject to exercise a Data Subject Right in relation to the Ad Data.

 

1. Amli Media  shall assist the Client in complying with any data subject requests, including but not limited to any requests to delete Personal Data, by removing and/or deleting any data stored by Amli Media which relates to the relevant user.

 

 

7. International Transfers:

 

To the extent that Amli Media processes (or causes to be processed) any Personal Data protected by EU Data Protection Law and/or originating from the EEA (including the United Kingdom and Switzerland) ("EEA Personal Data") in a country outside of the EEA, it shall first take all such measures as are necessary to ensure an adequate level of protection for such EEA Personal Data in accordance with the requirements of EU Data Protection Law. We ensure it is protected by making sure at least one of the following safeguards is in place: by transferring your personal information to a country that has been deemed to provide an adequate level of protection by the European Commission; by using specific contracts approved by the European Commission which give your personal information the same protection it has within the EEA including to US; where we use providers based in the US, we may transfer data to them if they are part of the Privacy Shield which requires them to provide similar protection to personal data shared between Europe and the US.

 

8. Amli Media Data:

 

To the extent Amli Media shares any Personal Data with the Client in connection with the Amli Media SDK and Amli Media Platform, the Parties agree that the Client shall process such data as a separate and independent Controller (where applicable Privacy Requirements recognize such concept) for the limited purpose of performance under this Agreement consistent with the consents given by the data subjects and as such, the Client shall be independently responsible for the obligations that apply to it as a Controller under the Privacy Requirements. The Client further acknowledges that Amli Media may transfer to the Client Personal Data protected by EU Data Protection Laws. To the extent the Client processes any such data, the Client agrees that, where applicable, it shall comply with the Standard Contractual Clauses as provided in Eu Data Protection Laws, to provide an adequate level of protection for the cross-border transfer of Personal Data. The Client shall notify Amli Media if it makes a determination that it can no longer provide such protection and in such event, shall cease processing or take other reasonable and appropriate steps to remediate (if remediable) any processing until such time as the processing meets the level of protection as is required by the Standard Contractual Clauses.

 

9. EU Model Clauses:

 

For the purpose of the EU Model Clauses, where applicable, the parties agree that (i) Client will act as the data exporter on its own behalf and on behalf of any of its entities and client(s) (if applicable), (ii) Amli Media will act on its own behalf and/or on behalf of the relevant affiliates as the data importers, (iii) any sub-processors will act as ‘subcontractors’ pursuant to Clause 11 of the EU Model Clauses. “EU Model Clauses” shall mean the standard contractual clauses annexed to the EU Commission Decision 2010/87/EU of 5 February 2010 for the transfer of personal data to processors established in countries under the Directive 95/46/EC, or any successor standard contractual clauses that may be adopted pursuant to an EU Commission decision.

 

10. Indemnity:

 

The Client shall indemnify, defend and hold harmless Amli Media against and from all loss, liability, damages, costs (including legal costs), fees, claims and expenses arising out any third party claims which Amli Media may incur or suffer by reason of any breach of this

 

11. Addendum by the Client:

 

Survival: This Addendum shall survive termination or expiry of the Agreement. Upon termination or expiry of the Agreement, Amli Media shall immediately discontinues any processing of the Ad Data and shall delete any Personal Data in its possession or control and/or on the Amli Media SDK or Amli Media Platform. Where a separate agreement exists between Amli Media and the Client other than the GC, and to the extent applicable, in the event of a conflict between the provisions of this Addendum and such Agreement and/or GC, the provisions of this Addendum will take precedence.

 

ANNEX A

DATA PROCESSING PRINCIPLES

 

1. Purpose limitation:

 

Personal data may be processed and subsequently used or further communicated only for purposes described in Annex B or subsequently authorised by the data subject.

 

2. Data quality and proportionality:

 

Personal data must be accurate and, where necessary, kept up to date. The personal data must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed.

 

3. Transparency:

 

Data subjects must be provided with information necessary to ensure fair processing (such as information about the purposes of processing and about the transfer), unless such information has already been given by the data exporter.

 

4. Security and confidentiality:

 

Technical and organisational security measures must be taken by the data controller that are appropriate to the risks, such as against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, presented by the processing. Any person acting under the authority of the data controller, including a processor, must not process the data except on instructions from the data controller. 

 

5. Rights of access, rectification, deletion and objection:

 

As provided in Article 12 of Directive 95/46/EC, data subjects must, whether directly or via a third party, be provided with the personal information about them that an organisation holds, except for requests which are manifestly abusive, based on unreasonable intervals or their number or repetitive or systematic nature, or for which access need not be granted under the law of the country of the data exporter. Provided that the authority has given its prior approval, access need also not be granted when doing so would be likely to seriously harm the interests of the data importer or other organizations dealing with the data importer and such interests are not overridden by the interests for fundamental rights and freedoms of the data subject. The sources of the personal data need not be identified when this is not possible by reasonable efforts, or where the rights of persons other than the individual would be violated. Data subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these principles. If there are compelling grounds to doubt the legitimacy of the request, the organization may require further justifications before proceeding to rectification, amendment or deletion. Notification of any rectification, amendment or deletion to third parties to whom the data have been disclosed need not be made when this involves a disproportionate effort. A data subject must also be able to object to the processing of the personal data relating to him if there are compelling legitimate grounds relating to his particular situation. The burden of proof for any refusal rests on the data importer, and the data subject may always challenge a refusal before the authority. 

 

6. Sensitive data:

 

The data importer shall take such additional measures (e.g. relating to security) as are necessary to protect such sensitive data in accordance with its obligations under clause II. 

 

7. Data used for marketing purposes:

 

Where data is processed for the purposes of direct marketing, effective procedures should exist allowing the data subject at any time to “opt-out” from having his data used for such purposes. 

 

8. Automated decisions:

 

For purposes hereof “automated decision” shall mean a decision by the data exporter or the data importer which produces legal effects concerning a data subject or significantly affects a data subject and which is based solely on automated processing of personal data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc. The data importer shall not make any automated decisions concerning data subjects, except when: a) such decisions are made by the data importer in entering into or performing a contract with the data subject, and ii. The data subject is given an opportunity to discuss the results of a relevant automated decision with a representative of the parties making such decision or otherwise to make representations to that party. or b) where otherwise provided by the law of the data exporter. 

 

 

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