MADHIVE ADDENDUM TO IAB STANDARD TERMS AND CONDITIONS FOR INTERNET ADVERTISING FOR MEDIA BUYS ONE YEAR OR LESS (VERSION 3.0)

This Addendum (“Addendum”) is to the IAB STANDARD TERMS AND CONDITIONS FOR INTERNET ADVERTISING FOR MEDIA BUYS ONE YEAR OR LESS (Version 3.0) (“IAB Terms”) found at http://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf.  Any IOs executed and delivered between the parties pursuant to the IAB Terms shall be governed by the IAB Terms, as modified by this Addendum (the “Agreement”). Capitalized terms used and defined in the IAB Terms shall have the same meaning when used in this Addendum. In the event of any inconsistency between the IAB Terms and this Addendum, the terms of this Addendum shall prevail. The IAB Terms are hereby modified as follows:

Advertiser (or Advertiser’s authorized Agency on its behalf) and MadHive, Inc. (“Madhive”), as Media Company, agree to be bound by the IAB Terms, as amended by this Addendum. All references in the IAB Terms to Media Company shall mean Madhive. Any terms and conditions proposed by Advertiser in acknowledging or accepting Madhive’s provision of services which are different from or in addition to the terms set forth in this Addendum or an applicable Insertion Order, each of which shall be executed by both parties, shall not be binding upon Madhive and shall be void and of no effect.

Advertiser (or Advertiser’s authorized Agency on its behalf) acknowledges that Madhive is not a publisher and is a service provider that provides digital media services (“Services”) using Madhive’s proprietary advertising purchase and analytics platform (“Platform”), and therefore Sections I(a)(v), II(b), II(c), II(d), III(c), IV(c), VI, VII, IX(f) and XIII of the IAB Terms are not applicable and are hereby removed in their entirety. Sections III(a) and (b) regarding payment terms are hereby removed in their entirety and are replaced with payment terms set forth on each Insertion Order.

The definitions shall be amended as follows:

“Advertiser Site” means websites owned or operated by Advertiser.

“Media Company Fees” means the income earned and invoiced by Media Company for the performance of its services.

“Media Company Properties” is deleted in its entirety;

“Network Properties” means the properties on which Media Company purchases digital media on behalf of Advertiser (or Advertiser’s authorized Agency on its behalf) either through direct deals with publishers or through RTB exchanges, in each case, as available through the Platform;

“IO Details” are details set forth on the IO but only when expressly associated with the applicable Discloser, including, but not limited to, Ad pricing information, Ad description, Ad placement information, Ad targeting information, and all data provided to Media Company by or on behalf of Advertiser, but excluding Site Data.

“Performance Data” means (x) data regarding a campaign gathered during delivery of an Ad pursuant to an IO (e.g., number of impressions, interactions, and header information) and (y) data gathered by Media Company from Advertiser Sites with Advertiser’s consent (or the consent of Advertiser’s Agency on Advertiser’s behalf), but in each case excluding Site Data or IO Details.”

“Site” means a digital property that is accessible by users (including websites, mobile sites and software applications).

“Site Data” means any data that is (A) preexisting Media Company data used by Media Company pursuant to the IO; (B) gathered pursuant to the IO during delivery of an Ad that identifies or allows identification of Media Company, Media Company’s Site, brand, content, context, or users as such; (C) entered by users on any Media Company Site other than User Volunteered Data; (D) generated in connection with providing services under this IO that is Aggregated; and (E) all data relating to any error by, issue with, or enhancement to the operation of the services provide by Media Company under the IO.

“Third Party Ad Server” is deleted in its entirety.

Section II(a) and Section IV(b) are deleted in their entirety and replaced with the following:

“Compliance with IO. Media Company will comply with the campaign strategy set forth in IOs and any other directions provided in writing by Advertiser (or Advertiser’s authorized Agency on its behalf), including Ad targeting specifications, and will deliver to Advertiser (or Advertiser’s authorized Agency on its behalf) any agreed upon reports relating to the performance of the campaign.”

5. The following shall be added as the first sentence to Section IX(c) “Advertiser (or Advertiser’s authorized Agency on its behalf)  is solely responsible for ensuring its campaign content is (a) in compliance with applicable laws and regulations and does not violate the intellectual property, privacy, rights of publicity or any other rights of any third parties, and (b) not deceptive, defamatory, obscene, illegal, or encouraging of illegal behavior.”

Section XI is hereby amended and replaced in its entirety as follows:

“EXCEPT FOR INTENTIONAL MISCONDUCT BY AN ADVERTISER, AN AGENCY ACTING ON BEHALF OF AN ADVERTISER, OR MEDIA COMPANY, IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF REVENUE, AND/OR PROFITS), WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF THIS AGREEMENT REGARDLESS OF WHETHER THE LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES OR OTHERWISE, AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. MEDIA COMPANY’S LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE MEDIA COMPANY FEES PAID TO MEDIA COMPANY UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE THAT LIABILITY FIRST AROSE.”

7. The first sentence of Section XII(f) shall be replaced with the following: “Agency, Advertiser, and Media Company will post on their respective websites their privacy policies, which will abide by applicable laws, including but not limited to all applicable privacy laws.”

8. The following will be added to the end of Section XII(g): “Advertiser (or Advertiser’s authorized Agency on its behalf) agrees that, to the extent required by applicable law, it is responsible and liable for providing notice and obtaining any required clear and conspicuous user consent or direction on behalf of itself and Media Company with respect to (w) sharing Personal Information with Madhive and Company’s ad buyers, (x) collecting and using statistical identification of its users or other non-cookie technologies (such as eTags and web or browser cache), (y) collecting and using information across web browsers and devices and (z) first and third-party cookies, including ensuring users are clearly informed about third-party cookies and promptly notifying Madhive in the event a user opts out of having third-party cookies dropped. In the event applicable law require user consent to share Personal Information with Media Company or requires an opt-out of such sharing, Advertiser (or Advertiser’s authorized Agency on its behalf) will not pass such Personal Information to Media Company without obtaining the required consent or when a user has exercised an opt-out. Advertiser (or Advertiser’s authorized Agency on its behalf) agrees not to share data that it knows or reasonably should know is from or about children under the age of 16 or that includes health, financial information or other categories of sensitive information (including any information defined as sensitive under applicable laws, regulations and applicable industry guidelines)."

9. The blank spaces reserved in Section XIV(d) shall be filled as follows: the State of New York and New York County.