This Demand Terms of Service (the “Terms of Service”), is made effective as of the “Effective Date” set forth in the Service Agreement, between [SHANGYOUJIA TECHNOLOGY (HK) LIMITED(d/b/a AdView)], a [Hong Kong company], with registered address at: [FLAT/RM A  20/F SEABRIGHT PLAZA, 9-23 SHELL STREET NORTH POINT, HONG KONG] (“AdView”) and the entity set forth in the Service Agreement (“DSP”) (each a “Party” and collectively, the “Parties”)

WHEREAS, AdView operates a real-time bidding platform (the “RTB Service”) through which advertisers, agencies and partners may place bids in an auction to purchase certain digital advertising space or placements (“Publisher Inventory”) made available on AdView’s proprietary exchange or marketplace (the “Marketplace”);

WHEREAS, DSP wishes to use the RTB Service, and AdView wishes to provide the RTB Service to DSP, subject to the terms and conditions set forth in this Terms of Service.

NOW, THEREFORE, intending to the legally bound, the Parties agree as follows:

1.       THE RTB SERVICE.

1.1.    Description of the RTB Service. The RTB Service will provide DSP an opportunity to participate in an “auction” consisting of: (1) AdView sending a bid request to DSP (among other buyers); (2) DSP returning a bid response, (3) the AdView selecting a winner (if any); (4) the AdView allowing the winner to display an ad to the user;

1.2.   RTB Specifications. AdView shall ensure that during the Term, the RTB Service complies with the technical specifications and requirements set out in the DSP RTB Documentation located at: https://www.iab.com/wp-content/uploads/2016/03/OpenRTB-API-Specification-Version-2-5-FINAL.pdf

2.       USE OF THE SERVICE.

2.1.    Access to the RTB Service. During the Term, AdView grants to DSP a worldwide, non-exclusive, non-transferable, limited license to access and use the RTB Service as reasonably necessary for DSP’s normal use of the RTB Service, in particular, for the purposes of bidding on and purchasing Publisher Inventory from the Marketplace on an auction basis.

2.2.    DSP Obligations. During the Term, DSP shall exercise diligent efforts to ensure that the advertising content that it serves on behalf of its advertiser clients for display on Publisher Inventory (“DSP Advertisements”) shall not include “Prohibited Content”  and be complied with the terms as described the Demand Policies set forth in: https://www.adview.com/policy/demandContent-protocol.

3.       BIDDING AND PAYMENTS.

3.1.    Clearing Price. DSP will pay AdView the Clearing Price. For purposes of this Terms of Service, “Clearing Price” means, except as set forth herein, the second-highest bid in a given auction. Such Clearing Price shall not take into consideration any other lower bids that DSP might have submitted in the auction.

3.2.    Floors. AdView shall not implement a dynamic floor price, which means that the floor price, if any, for a given auction (a) must be a fixed value, determined and communicated before the given ad inventory auction takes place and (b) cannot be a variable of any bid sent into such auction.

3.3.    Reporting. AdView shall grant DSP access to an online interface to access reports on a daily basis of Publisher Inventory purchased by DSP through the RTB Service (the “Spend”). AdView shall ensure that such reporting includes information with respect to Apps, formats and country. DSP will also measure the Spend through its servers and shall provide such reporting by granting access to an online interface or by writing to AdView accounting email (accounting@adview.com) on a daily basis.

3.4.    Invoices. After the end of each calendar month, AdView shall issue a monthly invoice based on AdView’s reporting to DSP. DSP agrees to pay the invoices within thirty (30) days of receipt.

3.5.   Disputed Invoices. If AdView’s reporting of the Spend in a given month varies by more than 10% (ten per cent) in comparison to DSP’s monitoring and reporting, and AdView notifies DSP of this before it issues the relevant invoice, then the Parties shall enter into timely and good faith discussions to determine if and what adjustments should be made to the relevant invoice. If the Parities cannot determine the exact reason for the discrepancies within thirty days from the date of notification, then the Parties shall split the discrepancies and each party bear the half. Any dispute concerning the amount of any invoice must be raised in writing within thirty (30) days of the end of the month for which the amounts were accrued.

4.       TERM AND TERMINATION.

4.1.    Term. This Terms of Service shall commence on the Effective Date and shall continue in effect until terminated as provided herein (the “Term”).

4.2.    Termination. This Terms of Service may be terminated by either Party: (a) upon thirty (30) days’ written notice; (b) if the non-terminating Party materially breaches a provision of this Terms of Service and fails to cure such breach within ten (10) days after receiving written notice of such breach from the non-breaching Party; or (c) upon written notice should the non-terminating Party (i) for any reason, cease trading or make any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the non-terminating Party’s property; (ii) seek protection under any bankruptcy, receivership, or comparable proceeding, or such a proceeding is instituted against the non-terminating Party and is not dismissed within 90 days; or (iii) become insolvent or, without a successor, dissolve, liquidate or take any corporate action for those purposes.

4.3.    Effects of Termination. Upon termination of this Terms of Service, all corresponding rights, obligations and licenses of the Parties shall cease, except that all obligations that accrued prior to the effective date of termination shall survive. Unless otherwise agreed in writing by the Parties, each Party shall perform and complete their obligations in respect of any Marketplace transactions entered into prior to the effective date of termination.

5.       CONFIDENTIALITY.

5.1.    Scope. “Confidential Information” means all trade secrets, know-how, inventions, developments, software and other financial, business or technical information disclosed by or for a Party in relation to this Terms of Service, but not including any information the receiving Party can demonstrate (through competent evidence) is: (a) already known by it without restriction; (b) rightfully furnished to it without restriction by a third party not in breach of any confidentiality obligation; (c) generally available to the public without breach of this Terms of Service; or (d) independently developed by it without reliance on such Confidential Information.

5.2.    Confidentiality. Except for the specific rights granted by this Terms of Service, the receiving Party shall not access, use or disclose any of the disclosing Party’s Confidential Information, and shall protect the disclosing Party’s Confidential Information using at least the standard of care used to protect its own confidential information of like nature, but not less than reasonable care. The receiving Party shall ensure that its employees, contractors and advisors with access to such Confidential Information (a) have a need to know for the purposes of this Terms of Service and (b) have agreed to restrictions at least as protective of the disclosing Party’s Confidential Information as this Terms of Service. Each Party shall be responsible for any breach of confidentiality by its employees, contractors and advisors. Promptly after any termination of this Terms of Service (or at the disclosing Party’s request at any other time), the receiving Party shall return all of the other’s tangible Confidential Information, permanently erase all Confidential Information from any storage media and destroy all information, records and materials developed therefrom. Notwithstanding the foregoing, neither Party will be required to return or destroy any computer or other electronic hardware or systems, to render any electronic data irrecoverable or to disable any existing electronic data backup procedures.

5.3.    Compelled Disclosure. Each Party shall be entitled to disclose any Confidential Information if it is required to do so by any court order, lawful requirement of a governmental agency or by operation of law (including disclosures pursuant to any applicable securities laws and regulations); provided that prior to any such disclosure, the receiving Party shall use reasonable efforts to: (a) promptly notify the disclosing Party in writing of such requirement to disclose; (b) cooperate with the disclosing Party in protecting against or minimizing any such disclosure or obtaining a protective order; and (c) otherwise limit the disclosure to the greatest extent possible under the circumstances.

5.4.    Publicity and Marketing. Neither Party may disclose the existence or terms of this Terms of Service without the prior consent of the other Party. Notwithstanding the foregoing, (a) AdView shall be entitled to name the DSP in its privacy policies as a trusted partner with whom data may be shared and (b) DSP hereby grants to AdView a nonexclusive, worldwide, fully paid-up, royalty-free license for the term of this Terms of Service to use its trademarks and associated logos for internal presentations or marketing material.

6.       PROPRIETARY RIGHTS.

6.1.    AdView. As between AdView and DSP, AdView owns all right, title, and interest in and to the RTB Service. Aside from the limited rights and licenses expressly granted hereunder, no other license is granted.

6.2.    DSP. Between the parties, DSP owns and retains all right, title, and interest in and to any content, including without limitation, data and advertising materials which it uploads to the RTB Service (collectively “DSP Content”). During the Term, DSP grants to AdView a worldwide, non-exclusive, non-transferable, limited license to use DSP Content, solely for the purpose of providing to DSP the RTB Service. Aside from the limited rights and licenses expressly granted hereunder, no other license is granted.

7.       DATA AND PRIVACY LAWS.

7.1.    Transparency and Data Use. AdView shall have the right to use and disclose DSP data derived from the use of the Marketplace for any purpose, including: (1) to disclose aggregate statistics in marketing materials made available to the industry at large about the Marketplace in a way that does not individually identify DSP; and (2) to the extent necessary to perform under the terms of this Terms of Service or as necessary to allow the buying and selling of ads through the Marketplace. Subject to Sections 7.3 and 7.4 hereof, AdView is entitled to use any information collected and stored as a result of DSP’s use of the Marketplace (“DSP Data”) in order to provide and improve the Marketplace, and to report in aggregate, without identifying DSP or any of its clients or advertisers individually in any way, the performance of the Marketplace. AdView may not use such information to analyze DSP’s bidding methodology, strategy, margins, or algorithms, or attempt to derive any understanding or information regarding DSP’s business.

7.2.    Compliance with Privacy Laws. Each Party agrees that it will perform its obligations in compliance with all applicable laws, rules and regulations including, but not limited to, data protection and privacy laws, and cookie laws or regulation including self-regulation principles such as the NAI guidelines. AdView will ensure that the publishers of each site on which DSP Advertisements are displayed pursuant to this Terms of Service provide their users with the opportunity to consent to the use of Tags prior to the setting of Tags. Subject to applicable privacy law, DSP shall be entitled to use Tags to monitor interaction with DSP Content and to target and optimize its advertising campaigns. AdView shall not (and shall procure that its publishers and sellers shall not) alter or remove any DSP Tags without DSP’s prior written consent. For processing personal data in the European Union, the Parities agree to be complied with term in the DEMAND DATA PROCESSING ADDENDUM set forth in EXHIBIT C.

7.3.    No Personal Identifiable Information. AdView agrees that it shall not: (a) pass “Personally Identifiable Information” (i.e., name, address, phone number, email address, and any other information that by itself can be used to identify a specific individual) to DSP; (b) use the RTB Service to select or target advertisements based on past visits or clicks by users on sites directed at children under the age of 12; or (c) attempt to use or otherwise merge DSP Data with Personally Identifiable Information or take steps to re-identify an individual without obtaining the individual’s opt-in consent.

8.       WARRANTIES.

8.1.    Mutual Warranties. Each Party represents and warrants that: (a) it is a corporation duly organized and validly existing under the laws of the jurisdiction in which it is incorporated; (b) this Terms of Service is legally binding upon it and enforceable in accordance with its terms; and (c) the execution, delivery and performance of this Terms of Service does not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a Party or by which it may be bound. 

8.2.    AdView Warranties. AdView represents and warrants that it is the sole owner of, or has all rights to perform, the RTB Service and the RTB Service shall not infringe any intellectual property rights, any applicable law or regulation. AdView further represents and warrants that it will not make available any Publisher Inventory for sites that directly or indirectly: (a)  generate impressions or clicks on apps containing ads through any Invalid Means (as defined below); (b) modify, by any means, or rearrange, the content of any advertisements and/or creatives or Tags without prior consent by DSP; (c)  contain or transmit software viruses, worms, Trojan horses or other harmful computer code into the DSP system or a user’s device or otherwise interfere with or disrupt the integrity or performance of the same. “Invalid Means” means any method designed to fraudulently, deceptively, or artificially inflate the number of impressions or otherwise mimic, obscure, or impair legitimate delivery, reporting, or analysis of, or end-user interaction with, ads or the websites, applications, mobile websites, mobile applications, television, print, billboards, and other media through or on which advertising may be delivered. AdView represents, warrants, and covenants that it will use verification services (e.g., Protected Media, Forensiq) and exercise commercially reasonable efforts to manually review the apps for fraud activities.

9.       INDEMNIFICATION.

9.1.    By DSP. DSP hereby agrees to defend AdView its affiliates and their officers, directors, agents and employees from any and all liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by reason of any third-party claims relating to or arising out of: (a) any breach of any representations or warranties made herein. (b) any violation of applicable privacy laws and/or Section 7; (c) DSP’s gross negligence, willful misconduct or fraudulent actions.

9.2.    By AdView. AdView hereby agrees to defend, indemnify and hold harmless DSP, its affiliates and their officers, directors, agents and employees from any and all liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any third-party claims relating to or arising out of: (a) any breach (or alleged breach) by AdView of any of its representations or warranties and covenants under this Terms of Service; (b) any violation of applicable privacy laws and/or Section 7; (c) an allegation that the Marketplace or DSP’s use thereof infringes upon a third party’s intellectual property right.

9.3.    Procedure. Any claim for indemnification hereunder requires that (a) the indemnified Party provides prompt written notice of the claim and reasonable cooperation, information, and assistance in connection therewith, and (b) the indemnifying Party shall have sole control and authority to defend, settle or compromise such claim. The indemnifying Party shall not make any settlement without the indemnified Party’s written consent (such consent not to be unreasonably delayed, conditioned or withheld).

10.    LIMITATION OF LIABILITY.

EXCEPT for any breach of SECTION 5 (CONFIDENTIALITY), SECTION 9 (INDEMNIFICATION) OR FOR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, In no event shall EITHER PARTY BE LIABLE CONCERNING THE SUBJECT MATTER OF this Terms of Service, regardless of the form of any claim or action (whether in CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERwise), for ANY (A) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL OR (B) DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE AMOUNTS PAID OR PAYABLE HEREUNDER DURING THE PREVIOUS TWELVE (12) MONTHS preceding the initial event that gave rise to the liability, EVEN IF such party HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.    COMPLIANCE.

Each Party warrants that neither it nor any of its affiliates, officers, directors, employees, and agents is the subject of any sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the European Union, or any other applicable sanctions authority.  Each Party agrees to perform its obligations hereunder in compliance with all embargoes, sanctions and export control regulations of the United States and any applicable jurisdiction, as well as with all applicable anti-bribery, anti-corruption laws, anti-terrorist financing legislation, and anti-money laundering laws.

12.    MISCELLANEOUS.

12.1.  Entire Terms of Service; No Oral Modifications. This Terms of Service, including all Exhibits attached hereto, constitute the entire Terms of Service between DSP and AdView, and supersedes all prior negotiations, understandings or Terms of Services (oral or written), between the Parties regarding the subject matter of this Terms of Service. No change, consent or waiver under this Terms of Service will be effective unless made in a written instrument duly executed by the Party against which enforcement is sought that explicitly states that the intent of the instrument is to amend or modify this Terms of Service.

12.2.  Counterparts. This Terms of Service may be executed in one or more counterparts, each of which shall be an original, but taken together constituting one and the same instrument. Execution of a facsimile (e.g., .pdf or electronic signature) copy shall have the same force and effect as execution of an original signature.

12.3.  No Waiver; Severability. The failure of either Party to enforce its rights under this Terms of Service at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. If any provision of this Terms of Service is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Terms of Service will otherwise remain in full force and effect and enforceable.

12.4.  Governing Law; Venue. This Terms of Service shall be governed by and construed in accordance with the laws of Hong Kong, without regard to its conflicts of law provisions. Exclusive jurisdiction and venue for actions related to this Terms of Service will be the Hong Kong Court of Appeal, and both Parties consent to the jurisdiction of such courts with respect to any such action.

12.5.  Notices. Any notice required to be delivered hereunder will be deemed delivered three days after deposit, postage paid, return receipt requested, one business day if sent by overnight courier service, and immediately if sent electronically or by hand delivery. 

12.6.  Force Majeure. In the event that either Party is prevented from performing, or is unable to perform, any of its obligations under this Terms of Service (except payment obligations) due to any cause beyond its reasonable control, the affected Party shall give written notice thereof to the other Party and its performance shall be extended for the period of delay or inability to perform due to such occurrence.

12.7.  No Assignment. This Terms of Service and the rights and obligations hereunder may not be assigned, in whole or in part, by either Party without the other Party’s written consent, not to be unreasonably withheld. Any purported assignment, delegation or other transfer in contravention of this section is void. This Terms of Service shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the Parties hereto.

12.8.  Independent Contractors. The Parties shall be independent contractors under this Terms of Service, and nothing herein will constitute either Party as the employer, employee, agent or representative of the other Party, or both Parties as joint ventures or partners for any purpose.

ADVIEW MOBILE EXCHANGE DEMAND DATA PROCESSING ADDENDUM

This Demand Partner Data Processing Addendum (the “Addendum “) forms part of the Contract(s) (defined below) between SHANGYOUJIA TECHNOLOGY (HK) LIMITED (“AdView “) and the demand side platform, advertising network (“Demand Partner “). Capitalized terms used in this Addendum shall have the meanings given to them in the main body of the Contract(s) unless otherwise defined in this Addendum.

1. INTRODUCTION

A. AdView is a provider of a supply-side platform, a technology platform which engages in the provision of auction or facilitation of purchases of digital advertising inventory. Demand Partner is a provider of a demand-side platform or ad network which uses a technology platform or similar technology to engage in the buying of digital advertising inventory.

B. AdView and Demand Partner have entered into a master service agreement (Agreement), under which Demand Partner may purchase digital advertising inventory via AdView’s services.

C. AdView is a controller of certain personal data that it wishes to share with Demand Partner, in connection with the performance of AdView’s obligations under the Contract(s).

D. The parties have entered into this Addendum to ensure that in sharing such personal data pursuant to the Agreement, they both comply with Applicable Privacy Law, with full respect for the fundamental data protection rights of the data subjects whose personal data will be processed.

2. IT IS AGREED:

1.1. Definitions

“controller“, “processor“, “data subject“, “personal data“, “processing” (and “process“) and “special categories of personal data” shall have the meanings given in Applicable Privacy Law;

“Applicable Privacy Law” means any and all applicable privacy and data protection laws (including, where applicable, EU Data Protection Law) as may be amended or superseded from time to time;

“EU Data Protection Law” means (i) prior to 25 May 2018, the EU Data Protection Directive (Directive 95/46/EC); (ii) on and after 25 May 2018, the EU General Data Protection Regulation (Regulation 2016/679); (iii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iv) any national data protection laws made under or pursuant to (i), (ii) or (iii).

“Privacy Shield” means the Swiss-US and EU-US Privacy Shield Frameworks, as operated by the U.S. Department of Commerce.

“Privacy Shield Principles” means the Privacy Shield Framework Principles (as supplemented by the Supplemental Principles) contained in Annex II to the European Commission Decision C(2016)4176 of July 12, 2016 (as may be amended, superseded or replaced)

1.2. Purpose of processing

In performing its obligations under the Agreement, AdView will submit certain bid requests to Demand Partner and Demand Partner will submit bids to AdView.  Demand Partner acknowledges, that such bid requests may contain personal data (including, IP addresses and other unique device identifiers) (the “Data”). Demand Partner will process such personal data only for the purposes of determining amounts to be bid Publisher Inventory through the AdView Services (or as otherwise agreed in writing by the parties) (the “Permitted Purpose”).

1.3. Relationship of the parties

The parties acknowledge that AdView is a controller of the Data it discloses to Demand Partner, and that Demand Partner will process the Data as a separate and independent controller strictly for the Permitted Purpose. In no event will the parties process the Data jointly as joint controllers.

1.4. Compliance with law

Each party shall be individually and separately responsible for complying with the obligations that apply to it as a controller under Applicable Privacy Law.  Without limitation to the foregoing, each party shall maintain a publicly-accessible privacy policy on its website that satisfies the transparency disclosure requirements of Applicable Privacy Law.

1.5. Non-disclosure

Demand Partner will not disclose the Data to any third party without AdView’s prior written consent except: (i) where necessary for the Permitted Purpose; (ii) as permitted or required pursuant to the Agreement; or (iii) where required by applicable law.

1.6. Security

Demand Partner shall implement appropriate technical and organizational measures to protect the Data: (i) from accidental or unlawful destruction; and (ii) loss, alteration, unauthorized disclosure of, or access to the Data (a “Security Incident”).  In the event that Demand Partner suffers a confirmed Security Incident, it shall notify AdView without undue delay and both parties shall cooperate in good faith to agree and action such measures as may be necessary to mitigate or remedy the effects of the Security Incident.

1.7. Subcontracting

Demand Partner may appoint third party processors to process Data for the Permitted Purpose, provided that such processors: (a) agree in writing to process Data in accordance with Demand Partner’s documented instructions; (b) implement appropriate technical and organizational security measures to protect the Data against a Security Incident; and (c) otherwise provide sufficient guarantees that they will process the Data in a manner that will meet the requirements of Applicable Privacy Law.

1.8. International transfers

Where EU Data Protection Law applies, the Demand Partner shall not process any Data (nor permit any Data to be processed) in a territory outside of the European Economic Area and/or its member states or Switzerland (collectively, for the purposes of this Addendum, the “EEA”) unless it has taken such measures as are necessary to ensure the transfer is in compliance with EU Data Protection Law.  Such measures may include (without limitation) transferring the Data to a recipient in a country that the European Commission has decided provides adequate protection for personal data, to a recipient that has achieved binding corporate rules authorization in accordance with Applicable Privacy Law, to a recipient in the United States that has certified compliance with the Privacy Shield, or to a recipient that has executed standard contractual clauses adopted or approved by the European Commission.

1.9. Privacy Shield

To the extent Demand Partner processes any such Data (including C2P Data), Demand Partner agrees to provide the same level of protection for such Data as is required by the Privacy Shield Principles. Demand Partner shall notify AdView 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 Privacy Shield Principles.

1.10. Deletion

Demand Partner will not, and will not permit any third party, to retain the Data for longer than the period during which the Demand Partner has a legitimate need to retain the Data for or in connection with the Permitted Purposes.

1.11. Cooperation and data subject rights

In the event that either party receives: (i) any request from a data subject to exercise any of its rights under Applicable Privacy Law (including its rights of access, correction, objection, erasure and data portability, as applicable); and (ii) any other correspondence, inquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the(collectively, “Correspondence”) then, where such Correspondence relates to processing conducted by the other party, it shall promptly inform the other party and the parties shall cooperate in good faith as necessary to respond to such Correspondence and fulfil their respective obligations under Applicable Privacy Law.

1.12. Processor Terms

Notwithstanding the parties’ acknowledgment that they are acting as independent controllers in respect of the Data, to the extent that there are any particular circumstances in which Demand Partner processes any Data as a processor on behalf of AdView (whether itself the controller or acting on behalf of a third party controller) and such Data is protected by Applicable Privacy Law in the EEA (“C2P Data”), then the Demand Partner agrees to comply with the additional terms set out in Annex A of this Addendum.

1.13. Survival

This Addendum shall survive termination or expiry of the Agreement.  Upon termination or expiry of the Agreement, Demand Partner may continue to process the Data provided that such processing complies with the requirements of this Addendum and Applicable Privacy Law.

1.14. Miscellaneous

This Addendum shall be governed by and construed in all respects in accordance with the governing law and jurisdiction provisions set out in the Agreement, unless required otherwise by Applicable Privacy Laws.  With effect from the effective date of the Agreement, this Addendum shall be deemed a part of and incorporated into the Agreement so that references in the Agreement to the “Agreement” shall be interpreted to include this Addendum.  Except for the changes made by this Addendum, the Agreement shall remain unchanged and in full force and effect.  In the event of any conflict or inconsistency between this Addendum and any other term or terms of the Agreement, this Addendum shall prevail in respect of the subject matter (i.e. the protection of personal data).  This Addendum may be executed: (i) in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement; and (ii) via a recognized electronic signature service or delivered by facsimile transmission, or may be signed, scanned and emailed, and any such signatures shall be treated as original signatures for all applicable purposes.

ANNEX A

Processor Terms

To the extent that there are any particular circumstances in which Demand Partner processes C2P Data, Demand Partner agrees:

1.it will process the C2P Data (and ensure that any persons authorized by the Demand Partner to process C2P Data (“Authorized Persons“)) in accordance with AdView’s (or the third-party controller’s) documented lawful instructions, except where otherwise required by applicable law;

2.it shall only process C2P Data for the Permitted Purposes. The subject matter of the processing of C2P Data by Demand Partner is the Permitted Purposes. Unless otherwise specified in in this Addendum, the duration of processing, the types of C2P Data and the categories of data subjects are described in the Master Addendum;

3.it shall ensure that Authorized Persons are subject to a strict duty of confidentiality (whether a contractual duty or a statutory duty or otherwise) and shall not permit any person who is not under such a duty of confidentiality to process the Data. Demand Partner shall ensure that all Authorized Persons process the Data only as necessary for the Permitted Purpose;

4.it shall not sub-contract any processing of the C2P Data to a third-party processor without the prior written consent of AdView and shall remain liable for any breach of this Addendum as it relates to C2P Data that is caused by an act, error or omission of its sub-contractor. If AdView refuses to consent to Demand Partner’s appointment of a third-party sub-contractor on reasonable grounds relating to the protection of the C2P Data, then the parties shall discuss such concerns with a view to achieving a commercially reasonable resolution.  AdView hereby consents to Demand Partner engaging sub-contractors to process C2P Data on behalf of Demand Partner provided that (i) Demand Partner provides at least 30 days prior notice of the addition or removal of any subcontractor (including details of the processing it performs or will perform; and (ii) Demand Partner imposes data protection terms on any subcontractor it appoints that protect the C2P Data to the same standard required of Demand Partner in respect of all C2P Data processed by Demand Partner pursuant to this Addendum;

5.it shall permit AdView (or its third-party auditors) to audit Demand Partner’s compliance with Applicable Privacy Law in respect of C2P Data processing, and shall for these purposes make available to AdView all information reasonably necessary for AdView (or its appointed third-party auditors) to conduct such audit;

6.upon becoming aware of a Security Incident involving C2P Data, Demand Partner shall inform AdView and provide all reasonable co-operation and assistance in accordance with and as more fully described in Section 6 (“Security“) of this Addendum;

7.if AdView is required by Applicable Privacy Law to conduct a data protection impact assessment in respect of the AdView Services, Demand Partner shall provide all information reasonably requested by AdView in connection with such assessment;

8.upon termination or expiry of the Master Addendum, it shall (at AdView’s election) destroy or return to AdView all C2P Data (including all copies of the C2P Data) in its possession or control (including any data sub-contracted to a third party for processing), except to the extent that it or any sub-contractor is required by applicable law to retain some or all of the C2P Data, in which event it shall isolate and protect the C2P Data from further processing except to the extent required by such law; and

9.it shall not process or permit the processing of such C2P Data outside the EEA without first taking all such measures as are necessary to ensure the transfer is in compliance with Applicable Privacy Law. Such measures, may include (without limitation) transferring C2P Data: (i) in reliance on the standard contractual clauses for processors approved by the European Commission; (ii) in reliance on the U.S. recipient’s Privacy Shield certification; and/or (iii) in reliance on the recipient having implemented Binding Corporate Rules approved by competent EEA data protection authorities.  AdView hereby authorizes any transfer of C2P Data to, or access to C2P Data from, any destinations outside the EEA, including to Demand Partner in the United States subject to any of these measures having been taken.