Effective date: May 1, 20221. TERM
This Contract shall commence on the earlier date on which You start providing Inventory or participate in the Media Platform (as such terms are defined hereunder) pursuant to the Effective Date or when You Accept these Conditions upon Your registration with Brane and shall remain in full force and effect unless and until terminated by either Party in accordance with the terms of the Contract. 2. SCOPE AND PROVISION OF INVENTORY
2.1 As a supply partner to Brane, You agree to participate in Marketing Platform to facilitate distribution of Advertisements of Demand Partners on Your Network (collectively “Inventory”). You may also elect to participate in the mediation platform provided by Brane which allows You to serve Your or third-party Advertisements that You make available for display on the applications and websites that You designate based upon the criteria selected by You (“Mediation Platform”).
2.2 With effect from the Effective Date, Brane shall, subject to these Conditions,
(a) make available and allow You to access the Marketing Platform or Mediation Platform, as the case may be;
(b) make available to You (by download or any other method notified to You) a copy of SDK, VAST Tags, API and any other Brane Materials or Advertisements which Brane deems appropriate in the context of this Contract.
2.3 You acknowledge and agree that it is Your responsibility to ensure that You have appropriate security for Your computers, software, data and applications including any systems that You use to provide Inventory or access any Brane Materials or platforms and that Brane shall have no responsibility for any computer viruses, worms, software bombs, bugs or similar items that affect Your computers, computer systems, software, infrastructure or data as a result of Your provision of Inventory or use of the Brane Materials or platforms. You also agree to comply with the terms and conditions of any application distribution platform where Your application or site is made available for download.
2.4 These Terms do not apply to Brane’s China SDK, and they do not authorize your integration of Brane’s China SDK into your Inventory. Please contact your Brane representative for China-specific integration and note that the terms of service for China integration are separate and this Contract does not apply to the same.
2.5 You acknowledge that Brane is not obligated to fill Your Inventory with demand or allow You to access the Mediation Platform and/or Brane Materials. Further, You acknowledge and agree that (i) nothing in this Contract guarantees that Brane’s platforms or Brane Materials and/or Advertisements will be free from interruption or errors, (ii) there will be periods when the same is unavailable and cannot be accessed. Brane shall not be liable for any loss or damage You may suffer or incur as a result of the suspension of engagement in relation to the foregoing (apart from any undisputed accrued payments due to a Party). 3. PROPRIETARY RIGHTS
3.1 You acknowledge that You have and gain no rights in the Services, Advertisements and/ or in any Brane Materials or Brane platforms/offerings or the Intellectual Property Rights in or relating to them save as expressly provided in the Contract.
3.2 Brane grants to You, with effect from the Effective Date, a limited, revocable, non-exclusive, non-transferable (unless permitted in writing) licence in Brane Materials, that are provided to You by Brane, at its sole discretion, for the term of the Contract to solely provide Inventory or access the Mediation Platform, to the extent applicable.
3.3 As of the Effective Date, Brane grants to You a limited, revocable, non-exclusive, non-transferable licence for the term of the Contract to use the Brane Materials solely for the purpose of enabling You to provide Inventory or participate in the Mediation Platform. You will have no right to copy, modify, perform, display, reproduce, make derivative works of, distribute and/or use the Advertisements or Brane Materials for any other purpose. You shall comply with any and all reasonable instructions, policies, conditions and security requirements in respect thereof as shall from time to time be notified to You by Brane or updated on Brane website from time to time, as relevant to You. Brane reserves all right, title and interest in Brane Materials, platforms and offerings. There are no implied licenses under the Contract, and any rights not expressly granted to You hereunder are reserved by Brane.
3.4 To the extent You required to display any Brane trademarks on Your Inventory for distributing the Ads, the same will be permitted by Brane in accordance with its guidelines and You will have no further right to use, reproduce or allow others to use or reproduce any Brane trademarks. You acknowledge that Brane operates a transparent Marketing Platform, and Your identity including Your logo will be disclosed to the Demand Partner who utilizes Your Inventory and to such extent You permit Brane to use Your name, logo and trademarks. 4. USE RESTRICTIONS
4.1 You represent and warrant that You shall not:
(a) in the course of provision of Inventory or use of Mediation Platform, store, transmit, distribute, disseminate, publish or post any material in such a way as to breach any applicable law or regulation or to infringe the rights of, or restrict or inhibit the access to and enjoyment thereof by, any other person;
(b) deliberately, recklessly, or maliciously introduce any computer viruses, worms, logic bombs or similar malware into any Brane or third-party systems;
(c) distribute the Brane Materials to any third party or provide any Inventory that You do not have the right to provide;
(d) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any component of Brane Materials, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties;
(e) assist or attempt to assist any unauthorized third parties in obtaining access to Brane Materials or platforms/offerings without Brane’s express authorization;
(f) Re-order, modify, edit obscure or truncate in any way the Advertisements including without limitation, the advertising content, graphics, format, audio, video, sequence, or any aspect of the Brane Materials;
(g) Share, display or disclose any Brane Materials including Advertisements on any part of Your Network or Inventory in violation of the Content Guidelines for Supply Partners as available on Brane’s website or that may be considered to contain any hate-related, pornographic, libelous, sexually explicit, violent or otherwise offensive content or contain any other material, products or services that violate or encourage conduct that would violate any applicable laws, or any third party rights;
(h) Engage in any Fraudulent Activities or illegal practices and shall comply with all laws that apply to You or Your obligations under this Contract.
4.2 You shall be responsible and liable to Brane for all acts or omissions of Your personnel in accessing and use of the Brane Materials platforms and Advertisements. Any breach of any provision of the Contract caused by any such persons shall be deemed a breach of the Contract by You.
4.3 Additional Restrictions. You shall not and shall ensure that Your third parties shall not (unless authorized), (a) frame or resize, redirect, minimize, remove or otherwise inhibit the full and complete display of any third-party website accessed through an Advertisement, on a web page (“Third Party Page”) or otherwise provide anything other than a direct link from an Advertisement to an Third Party Page; (b) on any Inventory, knowingly display content that is pornographic, hate-related, violent in content, libelous or otherwise illegal; (c) directly or indirectly distribute the Advertisements in, any media (including email or third-party software application, download, website) other than the Inventory; (d) “crawl”, “spider”, index or in any non-transitory manner store or cache information obtained from any Advertisement, or any part, copy, or derivative thereto; (e) knowingly disseminate malware; or (f) publish Advertisements in violation of any specific Advertiser requirements to the extent communicated by Brane in advance. You shall not and shall ensure your third parties shall not distribute Advertisements on any Inventory (including materials displayed in any Inventory) or provide materials that are not in compliance with applicable laws and regulations or that breach any third party rights including Intellectual Property Rights or consumer protection rights. 5. DATA
5.2 If Your Network or Inventory is based in the United States of America (U.S.) or is targeted to or utilised by End Users based in the U.S., in addition to complying with applicable laws including privacy laws promulgated by respective States, You represent and warrant that Your Network, Inventory and Your Data will be operated and/or collected/processed in compliance with all requirements and restrictions including age gating or other data subject/consumer rights requirements and consent requirements under the Children's Online Privacy Protection Act (“COPPA”) and the California Consumer Privacy Act (“CCPA”), as applicable. If applications on Your Network or Inventory are directed to children as defined under COPPA and/or CCPA or such other similar legislations, You will obtain verifiable user or parental consent , as required under the applicable privacy and data protection law(s) for the collection and sharing of Your Data with Brane and you will specifically identify to Brane the applications/Inventory that are directed to children. Brane may elect not to serve any behavioural advertising on Inventory targeted to children. 6. PAYMENTS
6.1 Subject to the Conditions of this Contract and for provision of Inventory, Brane shall pay You Cost Per Thousand impressions (“CPM”) basis, the rate which will be set by You in the Marketing Platform or by Brane at Your behest, which rate shall be deemed to be final, unless the same is disputed by You, in writing (email sufficient), within five (5) business days of such rate being set in the Marketing Platform. Notwithstanding the above, Brane will have the right to reduce an amount, from the monthly invoice, which is equal to and not more than any fees charged to Brane, by Your mediation platform (if any), required to gain access to Inventory.
6.2 Brane shall provide You with reasonable access to its online dashboard (“Dashboard”) which shall be used for monthly calculations of the payment to be made by Brane to You. The Dashboard shall, on the 6th of every calendar month, reflect the amounts payable by Brane to You for the preceding calendar month (“Dashboard Date”), unless You are monetizing through Brane’s affiliate promotion channel (off-network) in which case monthly calculations of the payment to be made by Brane shall be as per the confirmation shared by the Brane partner manager (email accepted), and Brane will make the payment within sixty (60) days (a) of the Dashboard Date; or (b) from the date of receipt by Brane of a valid invoice raised by You, whichever is later, provided the amounts are collected by Brane from applicable advertisers or Demand Partners,. The payment shall be made after the conversion of the amounts in the local currency (if applicable) subject to You providing Brane, complete and accurate information relating to remittance of payment. In case of any conflict with the amount payable under the Dashboard and the amount as raised in the invoice, the amount as reflected in the Dashboard shall prevail.
6.3 All payments will be made in US dollars ($US) unless otherwise agreed (email accepted). Notwithstanding the foregoing and Section
6.2, the payment for supply partners and application developers based out of China, Korea or India will be made in the local currency only and the payment period may vary, unless otherwise agreed by Parties in writing.
Brane will pay via Electronic Wire or PayPal subject to the Supply Partner providing and updating the complete and accurate payment information in the Dashboard. Wire transfers will be used only for payments exceeding US Dollars Three Hundred (US$300). To qualify for payments through PayPal, the accrued unpaid earning needs to exceed US Dollar Fifty (US$50) and shall not exceed US Dollars Ten Thousand (US$10,000), and for any payments above US Dollars Ten Thousand (US$10,000), Supply Partner shall provide bank account details for wire transfer and Supply Partner will be liable for all associated fees. If Supply Partner's monthly payment does not meet this minimum threshold amount, the accrued balance of less than minimum threshold amount will roll over to the next month and will continue to roll over monthly until the unpaid cumulative balance reaches the minimum threshold amount and become eligible for payment.
6.4 Foreign Exchange Conversion: Any conversion from local currency to USD and from USD to any local currency would be at the current average exchange rate officially published by www.oanda.com based on the monthly average exchange rate for such month (month of burn) (For e.g., the amounts payable by Brane to You for the month of April shall be reflected in the Dashboard on 6 May and accrued and converted into USD as per the current average exchange rate based on the average exchange rate for the month of April as published by www.oanda.com, and the payment shall be made on or before 6th of July or sixty (60) days from the receipt of valid invoice, as the case may be). The data obtained from Dashboard shall be relied upon unless more than a 5% error or problem is detected by Brane or You.
6.5 Where Brane has made payments to You against applicable invoices and for a period of 90 days from such payment, Brane remains unpaid by its corresponding Demand Partners or a makegood is levied for such Inventory, Brane shall have the right to offset the said unpaid amounts from future payments to be made to You. To the extent You elect for the Payment Protection provision set out hereunder, Brane shall not exercise its right under this Section 6.5.
Payment Protection: You can ensure that Brane shall remit payments to You irrespective of whether it receives payment from the corresponding Demand Partners and shall not exercise its to offset future amounts as per Section 6.5. If this option is elected to avail Payment Protection, You acknowledge that Brane shall have the right to apply a discount of two (2%) percent on the total payments due to Supply Partner for the relevant payment cycle.
6.6 In the event of an error in payments made to You as determined by Brane, whether as a result of inaccurate information provided by a third party or otherwise, Brane shall allocate any deficient amounts or deduct any overpayment in the subsequent calendar month payment due to You.
6.7. If You elect to upgrade to Brane’s premium Media Platform offering requiring value-added services from Brane, then You will be charged a fee set forth in a separate insertion order for Advertisements served on Inventory. Except as otherwise set out in an insertion order for participation in premium Mediation Platform offering, You shall make the applicable payments within sixty (60) days of the date of a valid invoice sent by Brane. Both parties agree that Brane expressly reserves the right to set off amounts owed to You against any other amounts owed by You to Brane.
6.8 Brane reserves the right to discontinue Your participation in the Media Platform as a supply partner, withhold payment at any time, and/or terminate any agreement with You, without liability to You, if Brane reasonably suspects that any of the following have occurred on Your Network or Inventory: (i) any form of Fraudulent Activity or illegal practices, or (ii) any type of activity, text, image, or use that may violate applicable laws or is reasonably likely to have a negative commercial impact on Brane, its advertisers or business/Demand Partners. Without limitation to the foregoing, Brane may, at its sole discretion, credit back to advertisers or Demand Partners and/or offset against future payments to You any payments which it subsequently determines accrued as a result of such Fraudulent activity or illegal activity.
6.9 Taxes and other charges: All payments are inclusive of taxes. Excluding any taxes on the income of a Party, any taxes, including but not limited to sales, GST, VAT, excise, service tax, or such other transaction taxes, applicable in connection with this Contract shall be borne and remitted by the recipient Party to the relevant tax authorities. In case applicable laws require withholding of any amount on account of withholding taxes, Brane may withhold such amounts, unless You provide a certificate of exemption from such withholding taxes. In certain cases, banks may levy bank charges on payments and deduct such charges prior to remission of the same. Amounts payable to a recipient Party shall not be grossed up on account of withholding taxes or bank charges.
6.10 Brane and You shall co-operate to enable each Party to more accurately determine the respective tax liability and to minimize such liability, to the extent legally permissible. 7. MARKETING
You grant to Brane any and all necessary rights and permissions to use Your mobile web, site or app trademarks, trade names, logos, copyrights and other intellectual property incorporated therein for the purpose of fulfilling Brane’s obligations including provision of the same to its Demand Partners in connection with this Contract. Brane may mention Your name and Your Network as a customer/partner in its website, marketing, social media and sales materials. 8. CONFIDENTIALITY
8.1 Each Party acknowledges that Confidential Information under its control may be disclosed to the other Party during the performance of this Contract. Each Party agrees that it shall use the other’s Confidential Information solely for purposes of performing its obligations under the Contract and to take reasonable steps, which shall include, at a minimum, the steps it takes to protect its own Confidential Information, to prevent the duplication or disclosure of the other’s Confidential Information, other than by or to its employees, Affiliates or agents who must have access to the Confidential Information to perform such Party’s obligations hereunder. You also acknowledge that the general restrictions under this Section 8 are subject to the express permissions granted under Section 5 (Your Data) and Section 9 (Data Collection and Use Cases). Brane retains the right to share certain of Your information including data related to Your Network (whether deemed to be Confidential Information or not) such as the nature and quality of Inventory, performance report(s) and other information including but not limited to as part of reporting or analytics or for participating on exchange(s)/marketplace, bidding, analytics, fraud detection, attribution and/or reporting purposes with third parties such as its Demand Partners, data management partners, attribution partners, licensors and media vendors. Brane may need to share certain of Your information. Each Party agrees that it shall not be a breach of this Section 8 to disclose the other Party’s Confidential Information that is required to be disclosed by law, regulation or order of any governmental body or regulatory authority; provided, however, that such disclosing Party must first give written notice of such required disclosure to the other Party, make a reasonable effort, at the other Party’s sole cost and expense, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which disclosure is required and allow the disclosing Party to participate in the proceeding. The confidentiality obligations set forth herein shall continue for two (2) years following termination or expiration of this Contract with respect to Confidential Information.
8.2. Return of Confidential Information. Upon termination of this Contract, or upon disclosing Party’s request, the receiving Party shall promptly return or destroy all manifestations of Confidential Information of the disclosing Party and so certify to the disclosing Party in writing provided however that a Party may retain a copy of such Information solely for archival purposes. The removal and destruction requirements herein do not apply to the extent any of Your Data is incorporated within any Brane Data such that it does not exist in its standalone format.
8.3 Remedies. Each Party acknowledges that any breach of its confidentiality obligations would cause irreparable injury to other Party for which monetary damages would not be an adequate remedy. Accordingly, in addition to other available remedies, in the event of such a breach, the non-breaching Party shall be entitled to appropriate injunctive relief and other equitable remedies without the posting of any bond.
8.4 Each Party may disclose the existence of this Contract, but agrees that the terms and conditions of this Contract will be treated as Confidential Information; provided, however, that each Party may disclose the terms and conditions of this Contract: (i) as required by law; (ii) as part of filings with any court or governmental entities, including without limitation national securities exchanges; (iii) to legal counsel of the parties; (iv) under the terms and conditions of a non-disclosure contract to accountants, banks, and financing sources and their advisors; (v) in connection with the enforcement of this Contract or rights under this Contract; or (vi) under the terms and conditions of a non-disclosure contract, in connection with an actual or proposed merger, acquisition, or similar transaction. 9. DATA – COLLECTION AND USE CASES
9.1 Brane’s supply side integration requires certain permissions for its operation to meet the objectives of this Contract. You acknowledge that You have read and understood the integration guide made available to You from time to time including through Brane’s website/portal. By virtue of integrating with the platform services of Brane or otherwise providing Inventory, You acknowledge that Brane collects and/or receives data related to an End User including persistent online identifiers such as IP address, device ids, ad-ids, latitude/longitude, identifiers for smart devices (including IP address) etc. and other information on the End User’s device. It may also collect or obtain, data related to survey inputs, carrier/manufacturer, OS type, header/footer, demography and/or other performance data generated from an End User’s interaction with Advertisements or Inventory. You agree that where any data or component thereof is considered as personally identifiable information or personal data or personal information (collectively referred to as “Personal Data”) under applicable privacy laws, You shall notify Your End Users that You permit collection of and/or provides such information to other partners like Brane and You shall obtain all necessary consents for such collection, sharing, and/or use thereof by such partners including Brane or its Affiliates as envisaged under this Contract for purposes such as targeted advertising, retargeting, hosting survey based campaigns, data analytics (including creation of audience profiles, segments, insights) and content personalization through various channels.
and applicable privacy laws. Any aggregated analysis, reports and/or inferences from Brane’s use of Your Data including anonymization of Your Data shall be deemed to be Brane Data. Brane may also analyze any content posted on Your Network for the purposes of brand safety and/or anti-fraud determination besides contextual targeting; Brane will not process any personal data as part of such determination.
9.3 In the event You are sharing or permitting Brane to infer fine location of an End User from WIFI identifiers, You will ensure that You have obtained consent of such End User prior to sharing or providing such permissions.
9.4 You warrant and represent that, (i) any personal information or personal data as such terms are envisaged under applicable privacy and data protection legislation (including for End Users in EEA under General Data Protection Regulation (GDPR) and for End Users in California, the CCPA) supplied or disclosed to Brane under or in connection with the Contract shall be collected and transferred in accordance with the applicable privacy legislation and with all relevant requirements and guidance notes issued from time to time by any Regulator and; (ii) You have, where applicable, provided the requisite notice to End Users and obtained any legally required consents to effectuate collection, transfer and use of such personal data or personal identifiable information by Brane for its business purposes including targeted advertising / surveys whether through technical integration or otherwise and that You shall in all respects abide by the terms of all applicable laws;
9.5 Where You are sharing any Personal Data of Data Subjects in EEA (as such terms are defined under GDPR), You agree to comply with the requirements of the GDPR and accept the terms of Brane's Data Protection Rider as set out in viedy.com/publisher-data-protection-rider
whereby You acknowledge that Brane is a controller as envisaged under GDPR. Where You are sharing any Personal Data of Data Subjects in EEA (as such terms are defined under GDPR) as a supply partner monetizing through affiliate promotion channel (off-network), You agree to comply with the requirements of the GDPR and agree to comply with Brane's Data Protection Rider as set out in viedy.com/affiliate-promotion-property-supply-data-protection-rider
whereby You acknowledge that Brane is a processor and the You are a controller as envisaged under GDPR.
9.6 where You are sharing any personal information of a California based consumer as envisaged under CCPA (as such terms are defined under CCPA), You agree to comply with the requirements of CCPA prior to provision of such End User’s personal information with Brane for the purposes set out under this Contract.
Where You are sharing personal information of End Users based out of U.S. or California as a supply partner through SDK/Vast Tag integration, You agree to accept the terms of Brane's Privacy Addendum Supply Partners whereby You acknowledge that Brane is business as envisaged under CCPA.
Where You are sharing personal information of End Users based out of U.S. or California as a supply partner monetizing through affiliate promotion channel (off-network), You agree to accept the terms of Brane's Privacy Addendum for Publishers participating in affiliate program whereby You acknowledge that Brane is business as envisaged under CCPA.
Where You are sharing personal information of End Users based out of U.S. or California as a supply exchange partnering with us through our demand side platform, You agree to accept the terms of Brane's Privacy Addendum for Supply Exchange whereby You acknowledge that Brane is business as envisaged under CCPA.
9.7 You shall promptly and no later than within five (5) days of receiving notice from an End User (pursuant to verification), notify Brane (email accepted), in the event an End User has exercised his/her right to opt-out of behavioural targeting or to the extent available to such End Users under applicable data protection laws the right to opt-out of selling of his/her personal information or other data subject rights or consumer rights such as right to know, right to information, right to access, right to request correction or right to request deletion of their data etc. through Your Network (collectively “Opt-Out”). You agree to honour such Opt-Out requests in accordance with the requirements of privacy laws applicable to Your processing of such data.
9.7 If the Advertisement transmission from Brane includes any bid data or other financial information relating to the Advertisement, all such data shall be treated as shall be treated as Brane Data and Confidential Information belonging to Brane.
10.1 You will indemnify, defend and hold Brane, its parent, subsidiaries, affiliates, shareholders, licensors, customers, officers, and employees harmless, including costs, expenses and attorneys’ fees and other legal costs, from any and all losses, damages, penalties liability, claim or demand made by any third party due to or arising out of: (a) Your provision of Inventory or Brane Materials; (b) any material violation of this Contract by You including without limitation breach of representations and warranties and/or obligations related to confidentiality and Your Data; (c) infringement by You of any third party Intellectual Property Rights or other right of any person or entity; (d) wilful misconduct or gross negligence by You; (e) fraudulent or unlawful act of You; (f) Your breach or alleged breach of any undertaking made under Section 9; (g) Any material displayed in Your Network which do not comply with all applicable laws, statutes and regulations; (f) Any material displayed in Your Network which contain content that is obscene, defamatory, illegal, libellous, or slanderous, or hate-related.
10.2 Any claim for indemnification hereunder shall be subject to the following provisions: (i) You shall be given prompt written notice of the claim by Brane, provided that any delay in providing notice shall not relieve You of Your indemnity obligations under this Contract unless, and only to the extent, You were prejudiced by the delay; and (ii) Brane shall reasonably cooperate with You and Your counsel at Your cost and expense. Brane may participate in the defense and settlement of the claim and using attorneys selected by Brane. Each party shall make all reasonable efforts to mitigate damages. 11. LIABILITY
11.1 Save as set out in these Conditions or the Contract and to the maximum extent permitted by applicable law, Brane excludes and disclaims all conditions, terms, representations (other than fraudulent misrepresentations) and warranties relating to the subject matter thereof, whether imposed by statute or by operation of law or otherwise, that are not explicitly stated in the Contract including the warranties of satisfactory quality, merchantability, non-infringement and fitness for a particular purpose.
11.2 Brane shall not be liable, however that liability arises, for the following losses arising out of or in connection with the Contract: consequential, special, incidental or indirect losses; loss of profits; loss of revenue; loss of business; loss of technology; loss of opportunity; loss of contracts; loss of anticipated savings; loss of goodwill; or loss of, or damage to, data, even if such loss was reasonably foreseeable or Brane had been advised or notified of the possibility of You incurring such losses.
11.3 The aggregate liability of Brane for all claims arising out of or in connection with the Contract (however that liability arises) shall be limited to actual direct damages up to $1000.
11.4 Notwithstanding any provision to the contrary, nothing in these Conditions or the Contract limits or excludes Brane’s liability for fraud or fraudulent misrepresentation or for any liability, which may not be lawfully limited or excluded.
11.5 You acknowledge and agree that the limitations and exclusions of liability contained in these Conditions and the Contract are reasonable in view of the nature and extent of the obligations accepted by each Party under the Contract and that this Condition 11 shall prevail over all other provisions in the Contract.
11.6 If any limitation provision contained in these Conditions or the Contract is held to be invalid under any applicable statute or rule of law it shall to that extent be deemed omitted, but if a Party thereby becomes liable for loss or damage which would otherwise have been excluded such liability shall be subject to the other limitations and provisions set out in these Conditions.
11.7 For the purposes of this Condition 11, ‘however that liability arises’ means howsoever arising, whether in contract, tort (including negligence and strict liability), breach of statutory duty, or otherwise.
11.8 Notwithstanding any Conditions to the contrary stated in the Contract, Your liability with regard to Section 9 and Indemnification obligations under Section 10 shall be unlimited. 12. TERMINATION
Either Party may terminate this Contract at any time by providing 15 days’ written notice (email sufficient) to the other Party. 13. CONSEQUENCES OF TERMINATION
13.1 On termination of the Contract for any reason:
(a) All licenses granted by Brane under this Contract shall immediately terminate; and (b) You shall uninstall or otherwise remove any means of access to the Brane SDK/API supplied by Brane for that purpose; (c) You shall immediately return any and all of the Confidential Information of Brane and any and all of the Brane Materials provided to You by Brane.
13.2 The termination of the Contract shall be without prejudice to any accrued rights and obligations of the Parties arising under the Contract prior to such termination.
13.3 The following Conditions shall survive the expiry or termination of the Contract: (a) 4, 5, 8, 9, 10, 11, 13, 14 and 15; and (b) any other provision which expressly or by implication is intended to come into effect on, or to continue in effect after such expiry or termination. 14. DISCLAIMER
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PARTIES HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTIES, OR WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THE ADVERTISEMENTS INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. 15. GENERAL
15.1 Assignment and Subcontracting by You: You may not assign the benefit of, or obligations under this Contract to any third party without the prior written consent of Brane (which may be delayed or withheld in its discretion).
15.2 Assignment and Subcontracting by Brane: Brane shall be entitled freely to assign or subcontract any of its rights or obligations under this Contract.
15.3 No Waiver: The failure of either Party to enforce its rights under this Contract at any time for any period shall not be construed as a waiver of such rights.
15.4 Severability: If any provision of this Contract is held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of this Contract in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of this Contract in any other jurisdiction shall not be affected.
15.5 Entire Agreement: This Contract constitutes the entire agreement between the parties and supersedes all prior agreements and arrangements (if any) between the Parties relating to the subject matter of this Contract. If You enter into a written contract for provision of Inventory with Brane, the terms of the written contract shall prevail over this Contract, to the extent of any inconsistencies, provided however that, if You continue to provide Inventory to Brane pursuant to expiry or termination of the written contract, You agree that the Conditions of this Contract will apply to such transactions.
15.6 Force Majeure: Neither Party shall be responsible for any delay or failure in performance of any part of this Contract to the extent that such delay is caused by reason of acts of God, cyber intrusion/hacks not arising out of a Party’s negligence or recklessness, wars, revolution, civil commotion, acts of public enemy, embargo, epidemics, pandemics, acts of government in its sovereign capacity, or any other circumstances beyond the reasonable control of the delayed Party (“Force Majeure Event”). Brane shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Brane’s reasonable control.
15.7 Amendments: Brane reserves the right to amend these Conditions at any time with prior written notice to You, without incurring any liability to You. All amendments shall take effect 15 days from the notice date of such change. In the event that You object to any amendment to these Conditions made by Brane, You shall be entitled, during the period of 15 days following notice the amendment, to terminate this Contract by notice in writing to Brane. In the event of such termination, Section 12 above shall apply. If You continue to provide Inventory or access Mediation Platform 15 days after notice, You shall be deemed to have accepted the amended Conditions and the same shall be binding upon You. We urge You to check the Conditions periodically to note any such amendments. 16. GOVERNING LAW AND JURISDICTION
16.1 These Conditions, the Contract and any dispute or claim arising in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of Singapore.
16.2 Unless otherwise agreed to by parties in an agreement and/or addendum, the Parties irrevocably agree that the Courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Conditions and/or the Contract or their subject matter or formation (including non-contractual disputes or claims). 17. COMPLIANCE WITH LAWS
17.1 Trade Compliance.
Each Party will comply with all laws and regulations applicable to such Party’s performance of this Contract. Without limiting the generality of the foregoing, each Party will comply fully with all applicable export control and sanctions laws and regulations of any country having competent jurisdiction to ensure that no services, payments, or other deliverables provided under this Contract are: (i) provided to, purchased by, routed through, or used for the direct benefit of any party subject to the restriction of a sanctions or export denial list; (ii) provided to, purchased by, routed through, or used for the direct benefit of any region subject to comprehensive sanctions (presently including Crimea, Cuba, Iran, Syria, Afghanistan or North Korea); or (iii) used for any purpose prohibited under applicable export control and sanctions laws and regulations, including, but not limited to, nuclear, chemical, or biological weapons proliferation.
17.2 Anti Corruption.
You affirm that Your policy and corporate practices comply with and require parties with whom You contract to, comply with all applicable anti-bribery laws that apply to it and its operations, including without limitation, the Indian Prevention of Corruption Act, 1988, U.K. Bribery Act 2010, and U.S. Foreign Corrupt Practices Act (collectively, "Anti-Bribery Laws"). In connection with Your performance under this Contract, You confirms that: (i) You are aware of and has appropriate procedures to comply with the Anti-Bribery Laws and will advise all persons and parties under its control or acting as its agent of the requirements of the Anti-Bribery Laws; (ii) You will not be or cause any Party to be in violation of the Anti-Bribery Laws; and (iii) should You learn of, or have reasons to know of, any request for payment that is inconsistent with the Anti-Bribery Laws, it shall immediately notify Brane.
In case You are found to have violated any Trade Laws or Anti-bribery Laws in connection with its performance under this Agreement, Brane shall have the right to terminate this Contract with immediate effect and no further liability, upon written notice to You, without prejudice to any other rights or remedies available to it under contract or in law. You will indemnify Brane against any losses, liabilities, damages, costs (including but not limited to legal fees) and expenses incurred by or awarded against Brane as a result of any breach of this Section 17.18. DEFINITIONS AND INTERPRETATION
18.1 Unless the context otherwise requires, the following definitions apply in these Conditions:
Accept means Your clicking ‘Accept’ to signify that you accept these Conditions and agree to this Contract;
Advertisements: means all the advertising content provided by Brane on behalf of Demand Partners for distribution on Your Network;
Affiliate as used herein means, with respect to a Party, an entity that directly or indirectly controls, is controlled by or is under common control with such arty. “Control” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interest of an entity.
Confidential Information means any and all information whether provided in writing, orally, visually, electronically or by other means, related to the products, services and/or business of a Party and is treated as confidential or secret by the Party (that is, it is the subject of efforts by the disclosing Party that are reasonable under the circumstances to maintain its secrecy) including, but not limited to, confidential or sensitive commercial; financial; marketing; and/or technical information which is marked ‘confidential’ or ‘secret’ or is, by its nature shall be considered confidential by a reasonable prudent person, the terms and conditions of this Contract. Confidential Information for the purposes of this Contract shall include information, which has been disclosed to the disclosing Party by a third Party and which the disclosing Party is obligated to treat as confidential or secret. Notwithstanding the foregoing, “Confidential Information” shall not include information: (a) already lawfully known to or independently developed by the receiving Party as evidenced by its written records, (b) disclosed in published materials without breach of any confidentiality obligations, (c) generally known to the public, or (d) lawfully obtained from any third party without any obligation of confidentiality;
Conditions means these terms and conditions;
Contract means the agreement formed between You and Brane, on the terms set out in these Conditions, when you click accept;
Demand Partners mean partners who purchase digital inventory through the Marketing Platform for the purpose of displaying Advertisements;
End-User means visitors, users, consumers of the digital properties, site(s) and/or application(s) that comprise Your Network or Inventory;
Fraudulent Activity includes without limitation, any activities by You that authorize or encourage any third party to: (a) generate impressions of or clicks on any Advertisement through any automated, deceptive, fraudulent or other invalid means, including but not limited to repeated manual clicks and automated query tools; (b) mislead users to click on Advertisements; (c) in any way minimize or obstruct the display of any Advertisements, or edit, modify, filter or change the order of the information contained in any Advertisements; (d) attempt to edit the website tags, source codes, links, pixels, modules, software development kits or other data provided by Brane; or reverse engineer, decompile or disassemble any Brane Materials;
Brane means Brane PTE Ltd, a company incorporated and existing in accordance with the laws of the country of Singapore, with registered office at 68 Circular Road #02-01 Singapore 049422, acting on behalf of itself and its Affiliates;
Brane Data means any data that is owned by Brane and all data it collects using its own technology (whether SDK, VAST Tags or API etc.) including any information on End User’s device, any End User data that is permitted to be collected by Brane;
Brane Materials means any materials (including software, Brane Data, platforms, manuals, developers notes or other materials) provided to You by Brane or its Affiliates in relation to this Contract, including the Brane SDK, VAST TAG or API;
Brane SDK means the software development kit provided to You by Brane or its Affiliates to allow you to generate data in the course of provision of Inventory;
Intellectual Property Rights means present or future patent rights, trademarks, service marks, and rights in the nature of passing off and unfair competition, get-up, trade dress, registered designs and unregistered designs and design rights, business and trading names, domain names, topography rights, copyright (including copyright in software), moral rights, database rights, rights in inventions, know-how, trade secrets, trade names, logos, service marks, and any and other confidential information, and all other intellectual property rights and rights of a similar or corresponding character which may exist now or in the future subsist or is recognised in any part of the world or in any country or jurisdiction (whether registered or not or the subject of an application for registration) and including all rights to apply for, and obtain, registrations in respect of any and all of the foregoing, each for their full term including extensions, revivals and renewals thereof;
Marketing Platform means Brane’s advertising platforms: (a)for monetization of Inventory and/or (b) offering products, analytics or other marketing solutions implemented from time to time including without limitation survey based, ads run on network, off-network channels, real-time marketplace for buying and selling of digital media through exchange(s) including Brane exchange, owned and operated application(s)/widgets, marketing automation solutions, fraud detection, reporting, audiences, attribution and analytics;
Mediation Platform which allows You to serve Your or third-party Advertisements that You make available for display on the applications and websites that You designate based upon the criteria selected by You.
Party means each of Brane and You and Parties shall be construed accordingly;
Personnel means a Party’s directors, officers, employees, workers, agents, third party service providers, successors, subcontractors and permitted assignees;
Regulator means any regulator or regulatory body which, whether under statute, rules, regulations, codes of practice or otherwise, is entitled to regulate, investigate, or influence the matters dealt with in this Contract or any other aspect of Your business or affairs;
Your Network means (a) website(s), properties or application(s) owned/ operated or contracted by You (with third parties), and (b) the websites, properties or applications that are added or removed from Your Network during the Term including desktop, mobile, smart appliances/TV including connected TV or gadgets, over-the-top applications (OTT) etc. as approved by Brane from time to time;
You means the person or entity providing Inventory or participating as a supply partner in Mediation Platform; and
Your Data means any data including End User data obtained by You or collected by You or Your third parties and which is provided to Brane pursuant to this Contract.
18.2 A reference to a statute or statutory provision is a reference to that statute or statutory provision and to all orders, regulations, instruments or other subordinate legislation made under the relevant statute, as may be amended and in force from time to time.
18.3 The words and phrases “include”, “including” and “in particular” (and any variations of these words, or similar words) shall be deemed to be immediately followed by the words “without limitation” (where such words do not already immediately follow in these Conditions).
18.4 References to a person include an individual, company, corporation, body corporate or unincorporated, firm, partnership, public body, charity or other legal entity and that Party’s personal representatives, successors and permitted assigns.
18.5 Any obligation on a Party not to do something includes an obligation to not to allow that thing to be done.