1. GENERAL

These Terms and Conditions together with the applicable Order Form (collectively, the “Agreement”) entered into by and between OrkaTV, Inc. and the Publisher identified in the applicable Order Form govern the distribution of the Content via the Service. 

2. AGREEMENT

By accepting this Agreement, Publisher is subject to and agrees to comply with this Agreement. If Publisher is accepting this Agreement on behalf of another entity, Publisher represents and warrants that Publisher has the full authority to legally bind such entity to this Agreement. 

3. DEFINITIONS

1. “Content” means all audio-visual material and/or each program(s) or Linear Feed (as defined below) as identified in the Order Form, including (i) the titles that Publisher makes available for distribution on the Service, (ii) related promotional materials (as defined below); and (iii) trademark, service mark, URL, domain name, trade name, service marks, brands, other proprietary logo or insignia, or other source or business identifier, that is embedded or incorporated into any Content or Promotional Materials. 
2. “Content Delivery Specifications” means those technical delivery specifications available at the following URL (https://orka.tv/streaming/specs/), as updated from time to time during the Term or such other technical delivery specifications in the Order Form or as OrkaTV may provide from time to time.
3. “Delivery Materials” means (i) a copy of the Content at the highest resolution available to Publisher, (ii) all promotional materials (including, but not limited to, all images, trailers, logos and artwork associated with the Content), (iii) captions and audio language files (including audio description) for the Content in accordance with the Content Delivery Specifications, and (iv) all metadata associated with the Content (v) all available content ratings information, including rating and consumer advice.
4. “Linear Feed” means the linear and/or live programming service that Publisher makes available to OrkaTV.
5. “Service” means one or more digital video services branded with a brand or trademark of OrkaTV through which customers may access Content on an on-demand basis and/or via linear transmission on an ad-supported basis at no charge to the customer, for repeated and/or live private viewing during the Term.  The Service may include functionality such as the ability for customers to pause, rewind for a short duration (e.g., 15 seconds), and fast-forward for a short duration (e.g., 15 seconds) the Content.  The Service may be offered on a stand-alone basis and/or bundled with other products, services, or offerings.

4. RIGHTS GRANT

1. Publisher hereby grants to OrkaTV the non-exclusive, royalty-free right and license, but not the obligation, in the Territory during the Term to use, deliver, reproduce, reformat, transcode, embed, encode, encrypt, market, promote, test and evaluate, transmit, distribute and display the Content on the Service. 
2. OrkaTV may advertise, market, and promote, in any and all media, the availability of Content on the Service using the Delivery Materials (as defined below) and any marks, trademarks, images, trailers, thumbnails, logos, artwork, publicity materials, and metadata provided by Publisher as it deems appropriate (including any reasonable alterations deemed necessary by OrkaTV) as well as any video clips from the Content created by OrkaTV of up to three (3) consecutive minutes of footage.  OrkaTV may feature promotional materials related to the Content in any location or media to promote the Content and related products, the Service and any features of the Service, and the availability of the Content on the Service.
3. OrkaTV may, in its discretion, insert and sell advertisements, sponsorship, graphics, videos, and logos (collectively, the “Advertisements”) before, during and after playback of Content on the Service, including in pre-roll, mid-roll and post-roll placements.  The Advertisements may, in OrkaTV’s discretion, appear within, over or alongside the Content or in the OrkaTV player, the Electronic Programming Guide (“EPG”), in the user interface of the Service, or elsewhere within the Service.  Publisher shall not serve within the Content any Advertisements without OrkaTV’s prior approval.
4. Without limiting the foregoing, Publisher acknowledges that OrkaTV may (i) make the Service available through any websites, applications, device interfaces, platforms and any other online platforms or points of presence now known or hereafter devised, whether owned and/or operated by OrkaTV or a third party, such as Roku or Samsung, (ii) grant customers who receive access to audio-visual content the right to access such content via streaming for online viewing on any device supported by the Service, such as Amazon FireTV, and (iii) deliver audio-visual content on the Service via any means now known or hereafter devised (including, without limitation, cable, wire, fiber, satellite, wireless and/or cellular).
5. Nothing in this Agreement will restrict OrkaTV from exercising any right it has pursuant to another applicable permission or would have at law in the absence of this Agreement.

5. DELIVERY 

Publisher, at its sole cost, will deliver to OrkaTV the Content and Delivery Materials in accordance with the Content Delivery Specifications (including, without limitation, the requirement that the Content not contain any advertisements, bugs, visible on-screen logos, or tracking tags).  The Content will not contain any (i) display, audio, or video advertisements; (ii) hyperlinks; or (iii) calls for end users to take actions that are not supported within the Service (e.g., encouraging the end user to “like” or “subscribe” to a Linear Feed).

Publisher must identify all advertisement breaks within any title as set forth further in the Content Delivery Specifications.

6. INCREMENTAL LINEAR FEED RIGHTS AND REQUIREMENTS

Publisher hereby grants to OrkaTV the right and license to enable the following functionalities with respect to programming on any Linear Feed: (a) “Start Over” functionality, whereby an authorized user may restart any programming that is then in progress on any Linear Feed, and (b) “Look Back” functionality, whereby an authorized user can access any audio-visual program that has run on the Linear Feed during (i) the last 90 days, or (ii) any longer period of time for which Content Provider itself offers or permits any other distributor to offer Look Back access.  Publisher will provide and license to OrkaTV all necessary data and related technical information (and the applicable rights thereto) for OrkaTV to include programming information regarding any Linear Feed in the EPG.

7. CONTENT REQUIREMENTS AND CONTENT PROTECTION 

1. Publisher must ensure that the Content complies with OrkaTV’s policies (including OrkaTV’s Content Policy found here: (https://orka.tv/streaming/content-policy/) for content at the time Publisher submits them to OrkaTV. If Publisher discovers that content Publisher has submitted does not comply, Publisher must immediately withdraw the content. If Publisher discovers that any information Publisher has provided is inaccurate or incomplete, Publisher must promptly submit corrected information to OrkaTV. OrkaTV will determine what content is suitable for distribution on the Service in OrkaTV’s sole discretion.
2. If OrkaTV requests that Publisher provides additional information relating to the Content, such as information confirming that Publisher has all rights required to permit OrkaTV’s distribution of the Content, Publisher will promptly provide the information requested.
3. OrkaTV is entitled to remove any Content from the Service or from any part of the Territory for any reason, at any time, including if OrkaTV believe that the Content violates OrkaTV’s Content Policy or otherwise contains any harmful, malicious, infringing, inappropriate or illegal content. 
4. Publisher agrees to provide local content ratings in each country/region in which Publisher distributes the Content from the applicable local ratings authorities as requested by OrkaTV. In addition, OrkaTV may, at its sole cost, obtain ratings information for the Content in any country within the Territory or generate its own ratings for the Content.
5. OrkaTV will implement content protection technology in an effort to mitigate material unauthorized access to the Content in the Service.

8. LICENSE FEE PAYMENT PROCESS

1. If the Order Form establishes that any license fee is due and payable to Publisher, subject to the limitations set forth in this Section, OrkaTV will pay Publisher the applicable license fee set forth in the Order Form.  Any such license fee would be the only monetary compensation payable to Publisher under this Agreement and constitutes full and complete compensation to Publisher for all rights granted under and actions taken in connection with this Agreement.  
2. If OrkaTV allows the sharing of Advertisement inventory, as further detailed in the Order Form, such Advertising Inventory sharing serves as full consideration for the rights granted by Publisher hereunder.  In such event, Publisher acknowledges that OrkaTV does not guarantee the successful sale of any inventory, including with respect to placements, fill rates, volume of impressions delivered or amounts payable to Publisher. OrkaTV will have no obligation to pay for unsold inventory.  Publisher will receive payment from OrkaTV via electronic funds transfer.  OrkaTV reserves the right to adjust amounts payable to Publisher if a third party asserts that Publisher did not have all rights required to make any portion of the Content available through the Service.  OrkaTV’s exercise of this right does not limit other rights OrkaTV may have to withhold or offset License Fees or other remedies under applicable law.  
3. If Publisher is paid a license fee based on advertising revenue, Publisher will not, and will not allow/enable/authorize any third party to generate automated, fraudulent or otherwise invalid advertising actions. Additionally, Publisher may be required to enable OrkaTV’s advertising watermark to validate the authenticity of Advertising Inventory on the Platform. If OrkaTV reasonably believes that activity related to Publisher Content is suspected and/or determined to be “action fraud,” “clickfraud” or “impression fraud,” or fraud of any other kind whether it is executed by a computer “bot” or human, to click on any form of response mechanism, annotation or advertising unit, or to increase impressions, or skew results, OrkaTV may withhold any payments that would otherwise be owed to Publisher (collectively, “Action Fraud”). Under any of the aforementioned circumstances, OrkaTV will be entitled to recoup from Publisher any payments previously made that are attributable to Action Fraud. OrkaTV also will have the right, in its sole discretion, to suspend or terminate this Agreement at any time in the event of Action Fraud.

9. TAXES

Each party will be responsible for its own taxes as levied by the applicable taxing authorities.  Throughout the Term of this Agreement set forth in the Order Form, Publisher will provide OrkaTV with any forms, documents or other certifications as may be required by OrkaTV to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement.

10. NOTICE

Any notice hereunder by either party must be in writing and delivered to the (i) if by OrkaTV, via email to the contact set forth in the Order Form, or (ii) if by Publisher, via to LegalNotices@Orka.tv.   Notices will be effective and deemed received on the date transmitted or posted.

11. TERMINATION OF AGREEMENT; SURVIVAL

Either party may terminate this Agreement if the other party materially breaches this Agreement and such breach is not cured within thirty (30) days after receipt of written notice specifying the breach.  Further, if Publisher breaches the OrkaTV Content Policy, OrkaTV may terminate this Agreement immediately and without notice.  Following any termination or expiration of this Agreement, any provision which by its nature or express terms should survive will survive such termination or expiration, including Section 9 (Taxes), 12 (Ownership), 13 (Representations and Warranties), 14 (indemnifications), 15 (Limitation of Liability), 16 (Confidentiality), 17 (Jurisdiction; Venue; Arbitration) and  19 (Miscellaneous).

12. OWNERSHIP

Subject to the rights Publisher grants to OrkaTV under this Agreement, as between Publisher and OrkaTV, Publisher retains all ownership rights and interests in and to the Content and any materials Publisher uses or provides for use relating to the Content (such as a generic cover image used for the Content if Publisher does not provide one). OrkaTV retains all ownership rights and interests in and to the Service and all other OrkaTV properties. Publisher is solely responsible for, and will have full discretion with respect to, the terms, features, and operation of the Service and related marketing, but OrkaTV’s use of the Content, and promotional materials will be subject to the terms of this Agreement. This Agreement does not grant Publisher any license or other rights to any intellectual property or technology owned or operated by OrkaTV or any of its Affiliates, including, without limitation, any trademarks or trade names. Publisher agrees not to use any trade name, trademark, service mark, logo or commercial symbol, or any other proprietary rights of OrkaTV or any of its affiliates in any manner without prior written authorization.

13. REPRESENTATIONS AND WARRANTIES

Publisher hereby represents and warrants that (i) Publisher has the full and unencumbered right to grant to OrkaTV and its affiliates, and have obtained all necessary clearances and releases to grant to OrkaTV and its affiliates, all of the rights set forth herein (including public performance rights for the musical compositions contained within the Content), (ii) such public performance rights are either (a) controlled by the relevant dominant local collection society or music copyright society for rights in musical compositions and lyrics for each jurisdiction in the Territory, (b) controlled by Publisher (in which case, such rights are hereby granted to OrkaTV), or (c) in the public domain, (iii) any information and documentation Publisher provides to OrkaTV will be current, complete, and accurate (iv) the Content and related promotional materials will not contain any subject matter or materials that are defamatory, libelous, obscene, or otherwise illegal and (v) none of the following will violate any law; require OrkaTV to obtain any license, authorization, or other permission from any governmental agency or other third party; contain any defamatory material; or violate or infringe any intellectual property, proprietary, or other rights of any person or entity (including contractual rights, copyrights, trademarks, patents, trade dress, trade secret, common law rights, rights of publicity, or privacy, or moral rights): (a) the exercise of any rights granted under this Agreement; (b) any materials embodied in Content; (c) the distribution or promotion of the Content under this Agreement; or (d) any notices, instructions or advertising by Publisher for or in connection with any Content.

14. INDEMNIFICATION

Publisher will indemnify, defend and hold OrkaTV, its officers, directors, employees, shareholders, affiliates, subcontractors, successors and assignees, harmless from and against any and all third-party claims, actions, causes of action, demands, judgments, liabilities, damages, losses, injuries, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) (individually, a “Claim”, and collectively, the “Claims”) brought against OrkaTV that arise from: (a) any breach or alleged breach by Publisher of any of Publisher representations, warranties or obligations set forth herein, including any failure to deliver closed captions, audio descriptions or ratings information for any Content in compliance with applicable law; (b) OrkaTV’s exercise of the rights granted by Publisher under this Agreement, including, without limitation, that such exercise violates any law or regulation or the right(s) of any third party; or (c) the Content.   OrkaTV will indemnify, defend and hold harmless Publisher and its officers, directors, employees, shareholders, affiliates, subcontractors, successors and assignees, from and against any Claims brought against Publisher arising from any breach or alleged breach by OrkaTV of any of OrkaTV’s representations, warranties or obligations set forth herein.  

15. LIMITATION OF LIABILITY 

ORKATV WILL NOT BE LIABLE TO THE CONTENT PROVIDER FOR ANY LOST PROFITS OR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE SERVICE, EVEN IF ORKATV HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. ORKATV WILL NOT BE LIABLE TO CONTENT PROVIDER FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR OTHER THEORY) OR OTHERWISE, FOR AN AGGREGATE AMOUNT IN EXCESS OF THE AMOUNT OF FEES DUE AND PAYABLE BY ORKATV UNDER THIS AGREEMENT FOR THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM. THE SERVICE IS MADE AVAILABLE ON AN AS IS BASIS AND ORKATV MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICE, INCLUDING WITHOUT LIMITATION, (I) THAT THE SERVICE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, OR OPERATE WITHOUT ERROR, (II) THAT THE SERVICE, IN WHOLE OR IN PART, DOES NOT INFRINGE ANY INTELLECTUAL PROPERTY RIGHTS, INCLUDING PATENT RIGHTS, OF ANY PARTY OR (III) AS TO THE VOLUME OF LICENSE FEES OR AD INVENTORY OR RELATED REVENUE THAT WILL BE GENERATED BY CONTENT ON THE SERVICE.TO THE EXTENT REQUIRED BY LAW IN THE RELEVANT JURISDICTION OF THE PARTIES, THE PARTIES DO NOT EXCLUDE OR LIMIT LIABILITY FOR DEATH OR PERSONAL INJURY, FRAUDULENT MISREPRESENTATION OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY SUCH APPLICABLE LAW.  IN NO EVENT WILL ORKATV BE LIABLE FOR ANY DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE LESSER OF: (A) THE AMOUNT OF FEES PAID TO PUBLISHER IN THE PREVIOUS SIX MONTHS, OR (B) FIVE THOUSAND DOLLARS ($5,000).

16. CONFIDENTIALITY 

Publisher will not without OrkaTV’s express, prior written permission: (a) issue any press release or other public disclosures regarding this Agreement or its terms; (b) disclose OrkaTV Confidential Information (as defined below) to any third party or to any employee other than an employee who needs to know the information; or (c) use OrkaTV Confidential Information for any purpose other than the performance of this Agreement. Publisher may disclose OrkaTV Confidential Information as required to comply with applicable law, provided Publisher: (i) give OrkaTV prior written notice sufficient to allow OrkaTV to seek a protective order or other appropriate remedy; (ii) disclose only that OrkaTV Confidential Information as is required by applicable law; and (iii) use reasonable efforts to obtain confidential treatment for any OrkaTV Confidential Information so disclosed. “OrkaTV Confidential Information” means (1) any information regarding OrkaTV, its affiliates, and their businesses, including, without limitation, information relating to OrkaTV’s technology, customers, business plans, promotional and marketing activities, finances and other business affairs, and (2) this Agreement. Without limiting the survivability of any other provision of this Agreement, this Section will survive three years following the termination of this Agreement.

17. JURISDICTION; VENUE; ARBITRATION

This Agreement is governed by the U.S. Federal Arbitration Act and California law, without regard to conflict of laws. Any dispute relating to this Agreement or OrkaTV’s dealings will be subject to confidential, binding arbitration administered by JAMS pursuant to its U.S. rules (including the Optional Appeal Procedure), to be conducted in English in Los Angeles County, California.  The parties agree that any state or federal court in Los Angeles, California may confirm and enter judgment on the arbitrator’s final award and consent to personal jurisdiction and venue in such court for that purpose.  The prevailing party will be entitled to recover its reasonable attorneys’ fees and costs incurred in connection with the dispute, including any appeal or enforcement proceedings.    

PUBLISHER  AGREES TO ARBITRATE IN AN INDIVIDUAL CAPACITY ONLY, NOT AS A REPRESENTATIVE OR MEMBER OF A CLASS, AND EXPRESSLY WAIVES ANY RIGHT TO FILE A CLASS ACTION, A PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER PROCEEDING IN WHICH A PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY OR SEEKS RELIEF ON A CLASS BASIS. NO ARBITRATION PROCEEDING CAN BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO THE ARBITRATIONS OR PROCEEDINGS.

As an exception to this arbitration agreement, Publisher may pursue in small claims court any claim that is within that court’s jurisdiction as long as Publisher proceeds only on an individual basis.

18. DATA

To the extent that the parties share any personal data Publisher must comply at all times with OrkaTV’s privacy and data compliance terms set forth in the Privacy and Data Supplement below.

19. MISCELLANEOUS

All rights granted to OrkaTV under this Agreement may be exercised by OrkaTV, its affiliates, and subcontractors providing services in connection with the Service. Neither party may assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either may assign or otherwise transfer any of its rights or obligations under this Agreement without such consent to (a) any of its affiliates, or (b) in connection with any merger, consolidation, reorganization, sale of all or substantially all of its related assets or a similar transaction (provided in each of (a) and (b) that any such assignment will not relieve such party of its obligations hereunder). This Agreement will be binding upon and inure to the benefit of each of OrkaTV and OrkaTV’s respective successors and assigns. A waiver by either party of any breach or default by the other party will not constitute a waiver of any other or subsequent breach or default by such other party. The failure of either party to enforce any term of this Agreement will not constitute a waiver of such party’s rights to subsequently enforce the term. The remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity; provided, however, that Publisher may not seek injunctive relief against OrkaTV. For the purposes of this Agreement, OrkaTV and Publisher are independent contracting parties, and nothing herein will be construed as creating an agency relationship, a fiduciary relationship, an employer-employee relationship, a partnership, a joint venture, or an obligation to form any such relationship or entity. Publisher further represents and warrants that Publisher is not subject to sanctions or designated on any list of prohibited or restricted parties, that Publisher has robust and enforced anti-bribery and anti-corruption policies, and that Publisher will not violate or knowingly permit anyone to violate any bribery or any applicable anti-corruption laws, such as the FCPA, in performing under this Agreement.  This Agreement constitutes the complete and final agreement of the parties pertaining to the subject matter of this Agreement and supersede the parties’ prior agreements, understandings, and discussions related to the subject matter. If any term of this Agreement is held to be invalid, void or unenforceable, then the remaining terms of this Agreement will be unaffected and will be valid and enforceable to the fullest extent permitted by law.

PRIVACY AND DATA SUPPLEMENT

1. By virtue of this Agreement, OrkaTV may collect Agreement Personal Data and share it with the Publisher. Details regarding such transfers of Agreement Personal Data may be specified in Order Form. The Parties acknowledge that in respect of the Agreement Personal Data the Parties are separate Controllers or Businesses.
2. Each party will determine the purposes and means of Processing of Agreement Personal Data thereby independently. Accordingly, the Parties will neither Process Agreement Personal Data as joint controllers (as this term is referred to in the GDPR), nor as Controller and Processor, Business and Service Provider or Business and Third Party, under the Applicable Privacy Laws.
3. Each party will be responsible to comply with its respective obligations under Applicable Privacy Laws in the Processing of Agreement Personal Data.
4. Without limiting the generality of the above, Publisher will maintain a publicly-accessible privacy policy that satisfies all applicable transparency and notice requirements set forth in any Applicable Privacy Law with respect to the Processing of Agreement Personal Data. Publisher will Process Agreement Personal Data only for the purposes set out in such privacy policy, provided that such Processing strictly complies with all Applicable Privacy Laws and Publisher’s obligations under this Agreement.
5. In any event where a party receives correspondence, inquiry or a complaint from a third party that relates to the Processing of Agreement Personal Data by the other party, the following provisions will apply: (a) the party receiving such correspondence, inquiry or a complaint will promptly notify the other party of such correspondence, inquiry or a complaint, providing it with all details related to such correspondence, inquiry or a complaint; and (b) the Parties will cooperate in good faith in order to respond to the correspondence, inquiry or a complaint in accordance with the requirements of the Applicable Privacy Laws.
6. The Parties hereby enter into the Standard Contractual Clauses that are incorporated into this Agreement by reference. In the event of any conflict or inconsistency between this Agreement and the Standard Contractual Clauses, the Standard Contractual Clauses will prevail.
7. The Standard Contractual Clauses entered into by and between the Parties pursuant to the above paragraph, will apply to any Restricted Processing that will be carried out hereunder. In addition, the following provisions will apply to any such Restricted Processing: (i) Annex B to this Agreement will apply as Annex B of the Standard Contractual Clauses entered into by and between the Parties pursuant to the above; and (ii) the content owner, in its capacity as a data importer in respect of any Restricted Processing, will Process Agreement Personal Data in accordance with the data processing principles set forth in Annex A of the Standard Contractual Clauses entered into by and between the Parties pursuant to the above.
8. Should a change in, or a decision of a competent authority under, an Applicable Privacy Law, require changes to the Standard Contractual Clauses in order to validate Restricted Processing under Applicable Privacy Laws, each party will cooperate in good faith with the other party to renegotiate the terms of the Standard Contractual Clauses in light of such change or decision, to ensure compliance with any Applicable Privacy Laws.

DEFINITIONS

For the purposes of this Exhibit A, the following words and phrases will have the meanings set out beside them:

“Agreement Personal Data” will mean Personal Data regarding End Users Processed by any party pursuant to or in connection with the Agreement.

“Applicable Privacy Laws” will mean EU Privacy Laws, the CCPA, and, to the extent applicable, the data protection or privacy laws of any other country.

“CCPA” means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., and its implementing regulations.

“EEA” means the European Economic Area.

“EU Privacy Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each EU member state and as amended, replaced or superseded from time to time, including by the GDPR and laws, rules and guidelines implementing or supplementing the GDPR.

“GDPR” will mean Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation).

“Controller“, “Processor“, “Processing” and “International Organization” will have the meanings ascribed to them in the GDPR.

“Business“, “Consumer“, “Service Provider” and “Third Party” will have the meanings ascribed to them in the CCPA.

“Personal Data” means any information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with an identified or identifiable natural person or a Consumer.

“Restricted Processing” will mean (1) the transferring of Agreement Personal Data outside the EEA or to an International Organization, and (2) any Processing of Agreement Personal Data that was transferred to any country outside the EEA or to an International Organization; in each case, where such transferring or Processing of Agreement Personal Data would be prohibited by Applicable Privacy Laws in the absence of Standard Contractual Clauses.

“Standard Contractual Clauses” will mean the standard contractual clauses pursuant to the European Commission’s decision 2004/915/EC, dated 27 December 2004 on standard contractual clauses for the transfer of personal data to controllers established in third countries under Directive 95/46/EC of the European Parliament and of the Council notified under document number C(2004) 5271).

DESCRIPTION OF THE DATA TRANSFER

Data subjects: users of the content distributed by the data exporter by virtue of the Agreement.

Purposes of the transfer(s): The transfer is made for the following purposes: For the delivery of data exporter’s services pursuant to the Agreement.

Categories of data: IP address and Identifier for advertiser (e.g., Google AAID / Apple IDFA).

Device information: (e.g., UID, brand, model, network, provider)

Ad context: (e.g., app/web page meta-data, domain, category)

Contact information: (company, email address, etc.)

Viewability, Content, duration

Recipients: The personal data transferred may be disclosed only to the following recipients or categories of recipients  as disclosed in data importer’s privacy policy.