Where referenced, these Wurl Master Terms and Conditions (these “Master Terms and Conditions”) shall govern service orders, purchase orders, insertion orders, statements of work, order forms, additional terms and conditions, or other agreements by and between the parties (each a “Wurl Service Order” and together with the Master Terms and Conditions, the “Agreement”) whereby Wurl performs or offers any of the Wurl Services to any customer (“Client”).  CLIENT AND WURL AGREE THAT THE AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE TERMS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF, AND SUPERSEDES ALL PROPOSALS OR PRIOR OR CONTEMPORANEOUS AGREEMENTS, ORAL OR WRITTEN.

1. DEFINITIONS.  Terms defined in this Agreement (including all forms, variations and conjugations thereof) will have the meaning ascribed to them for all purposes under this Agreement.  In addition to the other terms defined elsewhere in this Agreement, the terms set forth below will have the following meanings:
   1. “Ad” means an advertisement delivered to Viewers in a variety of form factors and user experiences including advertisements that interrupt Video Programming (e.g., “interstitial” advertisements) or that overlay programming.
   2. “Order Form” means an order form, in a form and format provided by Wurl, executed by the Parties.
   3. “Video Programming” means audiovisual content that is provided or made available by or on behalf of Client to Wurl for the provision of Wurl Services.
   4. “Viewer” means a consumer that is the end-user of a video programming service.
   5. “Wurl Services” means the video and Ad delivery, processing, insertion, and/or monetization services offered by Wurl and any Wurl service set forth in any Wurl Service Order.
2. TERM AND TERMINATION.
   1. These Master Terms and Conditions shall apply to any and all Wurl Services received by Client pursuant to any Wurl Service Order and shall remain in effect until such Wurl Services are no longer received by Client, or as otherwise specified herein or in the applicable Wurl Service Order. 
   2. In addition to the termination rights set forth elsewhere in the Agreement, either Party may terminate the Wurl Service Order for cause if the other Party is in material breach of these Master Terms and Conditions and the material breach remains uncured for a period of 30 days from receipt of written notice of breach by the other Party. Wurl may suspend and/or terminate the Agreement, the applicable Wurl Service Order, or any or all of the Wurl Services, if (i) Client is in uncured breach of any agreement between Wurl and Client; or (ii) payment for any services Wurl provides to Client is not received by the applicable payment due date. In addition, Client shall pay to Wurl the reasonable costs of collection of overdue amounts, including collection agency fees, attorneys’ fees and court costs. Wurl may also terminate the Wurl Service Order or cease providing a Wurl Service in order to comply with the law or requests of governmental entities.
   3. Upon the termination of the Wurl Service Order or a subscription to a Wurl Service, Wurl shall cease providing the applicable Wurl Services to Client and Client shall immediately pay Wurl for all unpaid but incurred fees and expenses.
3. ACCESS TO, AND USE OF, THE WURL SERVICES.
   1. Subject to Client’s compliance with the terms of the Agreement, including timely payment to Wurl of all applicable fees, Wurl hereby grants Client, for the duration of the Wurl Service Order, a non-exclusive, non-transferable, non-sublicensable, limited, and revocable license to use the applicable Wurl Services as set forth in the Wurl Service Order.  The license granted in this Agreement does not constitute a transfer of ownership or sale of the Wurl Services or any other proprietary rights of Wurl, including all data and intellectual property rights in any of the foregoing.  Except for the license granted above, Wurl retains all right, title, and interest in and to any materials created, developed, or provided by Wurl in connection with this Agreement, including all data and intellectual property rights related to each of the foregoing.  Client shall not remove, alter, or obscure any proprietary notices, including copyright notices, on any portion of the Wurl Services.
   2. Subject to the foregoing, Client’s employees, contractors and other persons authorized by Client to use the Wurl Services may access and use the Wurl Services solely in accordance with this Agreement and solely on behalf of Client.  Client shall comply, and shall cause all persons using the Wurl Services on its behalf to comply, with the terms of this Agreement and all laws, rules, and regulations applicable to access and use of the Wurl Services.
   3. Wurl may suspend Client’s access or use of any portion or all of the Wurl Services immediately upon notice to Client if Wurl determines, in its sole discretion, that access or use of the Wurl Services by anyone acting on behalf of Client or accessing or using the Wurl Services through Client’s account (i) poses a security risk to or is likely to adversely impact the Wurl Services or any portion thereof, or any related systems, networks or storage; (ii) is likely to subject Wurl or any third party to liability; (iii) is fraudulent or illegal; or (iv) is in material violation of the terms or conditions of this Agreement. In addition, Wurl may, in its sole discretion, remove or block Video Programming in response to complaints or notices from rights holders submitted pursuant to the Digital Millennium Copyright Act (DMCA) or similar laws or regulations in any other country, as a result of any claim of infringement or violation of a third party’s rights, or in the event of any other breach of Client’s representations, warranties, or covenants hereunder.  Wurl will provide Client with written notice of any such complaints or notices.  The Parties shall cooperate in good faith to attempt to remedy the cause of suspension in order to reactivate the Wurl Services as promptly as possible.
4. LICENSES TO MARKS AND VIDEO PROGRAMMING.
   1. Client hereby grants to Wurl a non-exclusive, worldwide, royalty-free, fully paid up, non-transferable, revocable right to use the trademarks of Client, solely in connection with the performance of the Wurl Services and in accordance with the trademark or branding guidelines communicated from time to time by Client to Wurl in writing.
   2. Wurl may list Client as a client of Wurl and include Client’s name and logo on Wurl’s website and other marketing and promotional materials.
   3. For the purposes of supporting the development and implementation of the Wurl Services, Client hereby grants Wurl a non-exclusive, worldwide, royalty-free, fully paid up, non-transferable, irrevocable license, to copy, store, use, and manipulate data, and metadata that is owned or controlled by Client and is provided to and/or received by Wurl pursuant to this Agreement.
   4. As between Wurl and Client, Client and its licensors shall retain all right, title and interest in the Video Programming, subject to the rights granted herein.
5. CLIENT RESPONSIBILITIES.  Client shall be solely responsible (i) for its compliance with this Agreement and for any other activity by its employees, contractors, and other persons authorized by Client to use the Wurl Services; (ii) for preventing unauthorized access to or use of the Wurl Services through its account; (iii) for providing all support and assistance that Wurl may reasonably require in relation to provision of the Wurl Services; (iv) for properly configuring and using the Wurl Services; and (v) for all public performance obligations, royalties, fees, and payments that are related to the Video Programming and/or Ads, and any other legally mandated payments arising as a result of distribution of the Video Programming and/or Ads.
6. PROHIBITIONS.  Client shall not (i) make the Wurl Services available to anyone other than its employees, contractors, and other persons authorized by Client to use the Wurl Services on behalf of Client; (ii) resell, rent, or lease the Wurl Services or include the Wurl Services in a service bureau or outsourcing offering; (iii) use the Wurl Services to distribute infringing, libelous, defamatory, deceptive, fraudulent, threatening, harassing, obscene, or other unlawful or tortious material; (iv) use the Wurl Services to store or transmit viruses, worms, time bombs, Trojan horses, or other harmful or malicious code, files, scripts, agents, or programs; (v) interfere with or disrupt the integrity or performance of the Wurl Services; (vi) attempt to reverse engineer or to gain unauthorized access to the Wurl Services or any portion thereof, or of any related systems, networks, or storage; (vii) access or use the Wurl Services in order to aid in the building of a competitive product or service or to copy any features, functions or graphics of the Wurl Services; (viii) attempt in any manner to obtain the password, account, or other security information from any other user of the Wurl Services; and/or (ix) use the Wurl Services, or permit them to be used, for purposes of product benchmarking or other comparative analysis.
7. INSURANCE.  At all times while receiving the Wurl Services, and for a period of one year thereafter, Client shall obtain and maintain (i) a commercial general liability insurance policy; and (ii) a media liability (E&O) insurance policy with respect to the Video Programming and shall name Wurl and its affiliates and their respective officers, members, directors, and employees of each of the foregoing entities as additional insureds thereon.  At Wurl’s request, Client shall provide Wurl with a certificate of insurance evidencing same.
8. PAYMENT TERMS.  Wurl shall invoice Client at the address and contact info set forth in the Wurl Service Order, or as otherwise agreed to by the Parties in writing, for sums due under the Agreement on a monthly basis and all payments are due within thirty (30) days of such invoice. 
9. WURL SERVICE LEVELS.  If applicable, Wurl will provide the Wurl Services at the service levels, and with the related support, as described in the service level agreement associated with the relevant Wurl Service.  In addition, Wurl will provide the Wurl Services in a good and workmanlike manner in accordance with industry standards using adequate numbers of qualified individuals with suitable training, education, experience, know-how, competence, and skill to provide the Wurl Services.
10. TAXES.  Wurl’s fees do not include Taxes (as defined below) and Client agrees to pay all applicable Taxes imposed by any government entity in connection with Client’s use of the Wurl Services. Should Wurl pay or be required to pay any Taxes on behalf of Client, Wurl shall invoice Client for such Taxes, and Client shall immediately pay or reimburse Wurl for such Taxes.  In the event that any authority requires that Taxes be withheld on payments made by Client hereunder, Client shall pay such Taxes to the appropriate taxing authority in addition to the full amount owed to Wurl and without deduction from the amount owed to Wurl. Client may provide Wurl with an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case Wurl will not charge or collect the Taxes covered by such certificate. In the event that Client is required to pay Taxes that are based on the services rendered by Wurl hereunder and/or the sums invoiced by Wurl hereunder in a non-US jurisdiction and Client actually pays such Taxes, then Client may deduct the amount of such Taxes subject to Client providing Wurl with all reasonably required documents and assistance to allow Wurl to claim the benefit of such payment pursuant to any applicable tax treaty between the United States and such foreign jurisdiction. “Taxes” means any direct or indirect local, state, federal or foreign taxes, levies (including any equalization levy), duties, administrative or recovery fees or charges, or similar governmental assessments of any nature, including VAT, excise, sales, use, consumption, and withholding taxes, but not including any taxes assessable against Wurl based on its income, property, and employees.
11. MALICIOUS CODE.  To the best of Wurl’s knowledge, the Wurl Services do not contain any malware, malicious or harmful code, program, or other internal component (e.g., computer viruses, Trojan horses, or “backdoors”) designed to damage, destroy, or adversely affect the software, firmware, hardware, data, systems, services, or networks of Client and its suppliers (collectively, “Malicious Code”).  In the event that Wurl discovers (or is informed of) any Malicious Code within the Wurl Services, Wurl will promptly take reasonable action designed to remove such Malicious Code from the Wurl Services.
12. REPRESENTATIONS AND WARRANTIES.
    1. Client represents, warrants, and covenants that: (i) it has acquired all necessary rights for the Video Programming, Assets, and Ads and any content provided or made available by or on behalf of Client to Wurl, and such Video Programming, Assets, and Ads do not violate, infringe, or misappropriate any patent, intellectual property, copyright, trade secret, or trademark, or the privacy rights of any third party; (ii) it shall comply with all applicable laws and regulations; (iii) and it has obtained and shall maintain all rights, consent, lawful bases, authorizations, licenses, and permissions necessary and required for it and Wurl to perform under the Agreement, including from the applicable Wurl Streamers, third parties (include content licensors and related third parties), and/or data subjects.
    2. Wurl warrants that (i) the Wurl Services do not violate, infringe, or misappropriate any patent, intellectual property, copyright, trade secret, or trademark, or the privacy rights of any third-party; and (ii) it shall comply with all laws and regulations applicable to providing the Wurl Services as set forth in this Agreement.
    3. Wurl does not represent or warrant that the Wurl Services (or any portion thereof) will be uninterrupted, error free, free of harmful components, that any content, including the Video Programming, will be secure or not otherwise lost or damaged, or that the Wurl Services (or any portion thereof) will operate in combination with other hardware, software, systems or data other than as expressly specified in this Agreement.  EXCEPT AS EXPRESSLY COVENANTED IN THE SERVICE LEVEL AGREEMENTS ASSOCIATED WITH EACH WURL SERVICE, THE WURL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CLIENT ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 12, WURL MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE WURL SERVICES, OR THEIR CONDITION.  WURL IS FURNISHING THE WARRANTIES SET FORTH IN THIS SECTION 12 IN LIEU OF, AND WURL HEREBY EXPRESSLY EXCLUDES, ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER UNDER COMMON LAW, STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, INCLUDING BUT NOT LIMITED TO PUBLIC PERFORMANCE RIGHTS IN ANY CONTENT PROVIDED, RECEIVED, OR MADE AVAILABLE UNDER THE AGREEMENT.
13. INDEMNIFICATION.
    1. By Client.  Client shall defend, indemnify, and hold harmless Wurl, its parent, subsidiary and affiliated entities and their respective officers, directors, shareholders, members, attorneys, agents, and employees from and against any and all liabilities, losses, damages, penalties, fines, and expenses, including court costs and reasonable attorneys’ fees, arising out of or in connection with an actual or threatened action, allegation, conflict, claim, suit, proceeding, litigation, settlement discussion, or dispute resolution process brought by any third party (including any governmental authority) arising out of or related to (i) any injury, damage, or loss resulting from access or use of the Wurl Services by Client or its employees, contractors, or other persons authorized by Client to use the Wurl Services, or that such access or use violates this Agreement in any manner; or (ii) a breach or alleged breach of Client’s representations, warranties, covenants or obligations set forth in this Agreement or Client’s performance or non-performance under this Agreement.
    2. By Wurl.  Wurl shall defend, indemnify, and hold harmless Client, its parent, subsidiary and affiliated entities and their respective officers, directors, shareholders, members, attorneys, agents and employees from and against any and all third-party liabilities, losses, damages, penalties, fines, and expenses, including court costs and reasonable attorneys’ fees, arising out of or in connection with an actual or threatened action, allegation, conflict, claim, suit, proceeding, litigation, settlement discussion, or dispute resolution process brought by any third party (including any governmental authority) arising out of or related to an allegation that the Wurl Services violate, infringe, or misappropriate any patent, intellectual property, copyright, trade secret, or trademark, or the privacy rights of any third party.
    3. Procedure.  The indemnified Party (the “Indemnified Party”) shall promptly notify the indemnifying Party (the “Indemnifying Party”) in writing of any third-party claim for which the Indemnifying Party may have obligations under this Section 13 provided, however, that any failure of the Indemnified Party to provide prompt written notice pursuant to this Section 13 shall excuse the Indemnifying Party only to the extent that it is prejudiced thereby.  The Indemnified Party shall reasonably cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, with regard to the defense of any third-party claim.  The Indemnifying Party shall have full control of the defense of any such third-party claim and the authority to settle or otherwise dispose of any suit or threatened suit; provided, that the Indemnifying Party may not make any admission of liability on behalf of any Indemnified Party without the Indemnified Party’s prior written approval; and, further provided, that in no event may the Indemnifying Party agree to any settlement of any third-party claim for which it has agreed to provide indemnification under this Agreement if such settlement would impose any liability, obligation, or admission upon the Indemnified Party, without the Indemnified Party’s prior written consent.  The Indemnified Party may participate in any such proceeding through counsel of its choice at its own expense, and such costs shall not be deemed damages or costs for purposes of indemnification. 
    4. Other.  In the event that Wurl’s right to provide one or more of the Wurl Services is enjoined or in Wurl’s reasonable opinion is at risk of being enjoined, Wurl may obtain the right to continue providing the Wurl Services, replace, or modify the Wurl Services so that they become non-infringing, or, if such remedies are not reasonably available, terminate this Agreement or any portion thereof without liability to Client.  Wurl shall have no liability under this Section 13 to the extent that any claims described in this Section 13 are based on any combination of the Wurl Services with products, services, methods, or other elements not furnished by Wurl, or any use of the Wurl Services in a manner that violates this Agreement or the instructions given to Client by Wurl, or with respect to any matter for which Client is required to indemnify Wurl hereunder.
14. LIMITATION OF LIABILITY.  EXCEPT WITH RESPECT TO CLAIMS FOR DEATH OR PERSONAL INJURY ARISING OUT OF EITHER PARTY’S PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT; FRAUD OR FRAUDULENT MISREPRESENTATION OF A PARTY; WILLFUL MISCONDUCT; INDEMNIFICATION OBLIGATIONS; INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS; AND BREACHES OF SECTION 16; TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE OR RESPONSIBLE TO THE OTHER PARTY FOR ANY OF THE OTHER PARTY’S INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE WURL SERVICES OR THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS.NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, WURL’S INDEMNIFICATION OBLIGATIONS), IN NO EVENT SHALL WURL’S AND ITS AFFILIATES’ TOTAL LIABILITY FOR DAMAGES OR LOSSES OF ANY KIND UNDER OR IN RELATION TO THIS AGREEMENT EXCEED, EITHER INDIVIDUALLY OR IN THE AGGREGATE, THE FEES PAID BY CLIENT TO WURL FOR THE RELEVANT SPECIFIC WURL SERVICE UNDER THE APPLICABLE WURL SERVICE ORDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; BUT IN NO EVENT MORE THAN TEN THOUSAND DOLLARS ($10,000.00).
15. FORCE MAJEURE.  Neither Party shall be liable to the other for any failure of performance (other than payment obligations) due to event of Force Majeure (as set forth hereinbelow).  If Force Majeure prevents Wurl from providing the Wurl Services for fourteen (14) consecutive days, then Client may notify Wurl in writing within thirty (30) days from the onset of the Force Majeure event, to terminate this Agreement. An event of “Force Majeure” shall exist hereunder if either Party’s operations with respect to the subject matter hereof or the conduct of a Party’s business generally are impaired, hampered, interrupted, prevented, suspended, postponed or discontinued by reason of any armed conflict (whether or not there has been an official declaration of war or official statement as to the existence of a state of war); act of a public enemy; riot; civil disturbance; inclement weather; fire; casualty; flood; explosion; earthquake; accident; boycott; labor controversy (including, without limitation, any lockout, walkout, strike or threat thereof); governmental statute, law, ordinance, policy, order, regulation, judgment, or decree (whether legislative, executive, or judicial and whether or not constitutional); act of God; embargo or delay of a common carrier; failure of technical facilities, material, power, transportation, fuel, personnel, and/or other commodities or other similar or dissimilar occurrence beyond such Party’s control.
16. CONFIDENTIALITY.  Each Party (the “Receiving Party”) acknowledges that it has or may receive from the other Party non-public business, technical, or financial information that a reasonable person would understand to be confidential given the nature of such information and the circumstances of its disclosure, whether or not marked or identified as confidential or proprietary (“Proprietary Information”), relating to the business of the other Party (the “Disclosing Party”).  The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information that are no less than the precautions it takes to protect its own Proprietary Information of similar import; and (ii) not to use (except as necessary for the Receiving Party to perform its obligations under this Agreement and/or as otherwise permitted herein) or divulge to any third person (except for lawyers, accountants, actual and prospective lenders, investors and/or acquirers, agents and advisors, provided such parties are bound to a confidentiality requirement at least as protective as set forth in this Section 16) any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after one (1) year following the termination of this Agreement or any information that the Receiving Party can document (a) is or becomes generally available to the public without breach of the obligations under this Agreement; (b) was rightfully in its possession or known by the Receiving Party prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of, or reference to, any Proprietary Information of the Disclosing Party. The Receiving Party may disclose Proprietary Information of the Disclosing Party to the extent compelled by law, court, or government order to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.  The Receiving Party shall disclose only such information as it reasonably deems is legally required and shall use reasonable efforts to obtain confidential treatment for any Proprietary Information (to the extent legally permitted) that is so disclosed.  If the Receiving Party is compelled by law to disclose the Disclosing Party’s Proprietary Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, then the Disclosing Party shall reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Proprietary Information.  Notwithstanding the foregoing, the obligations with respect to the non-use, non-disclosure, and protection of the Proprietary Information which also constitutes a trade secret shall survive any expiration or termination of this Agreement indefinitely.
17. NOTICES.  Any notice, approval, consent, or other communication required or permitted to any Party under this Agreement shall be in writing to the addresses set forth in the signature block of the Wurl Service Order, or such other addresses as the Parties shall inform each other of, in writing, and shall be deemed to have been duly given or made (i) if delivered personally by courier or otherwise, then as of the date delivered, or if delivery is refused, then as of the date presented; (ii) if sent or mailed by Federal Express, UPS, Express Mail, or other similar service to a Party, then as of the date delivered, or if delivery is refused, then as of the date presented; (iii) if sent via the United States mail to a Party, return receipt requested, then as of the date delivered, or if delivery is refused, then as of the date presented; (iv) if delivered via email then the date that the sender of the email receives a written confirmation of receipt from the intended recipient (which may be in the form of a non-automated email response); and (v) all notices delivered via any other method shall be deemed delivered upon actual receipt by the intended recipient.
18. ASSIGNMENT.  The Agreement is binding on the Parties and their respective permitted successors and assigns, and is not assignable by either Party without the other Party’s prior written consent, such consent not to unreasonably be withheld, and any attempt to assign any rights, duties, or obligations hereunder without such consent will be void and invalid.  Notwithstanding the foregoing, either Party may assign the Agreement to any person or entity controlling, controlled by, or under common control with the assigning Party or to any person or entity that acquires substantially all of the shares, assets, or business of the assigning Party.
19. GOVERNING LAW; JURISDICTION.  This Agreement shall be governed by the laws of the State of California, notwithstanding any conflicts or choice of law principles.  The exclusive venue for any litigation hereunder or relating hereto shall be the state or federal courts located in the Northern District of California.  The prevailing Party in any such litigation shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such Party in conducting the litigation, including reasonable attorneys’ fees and expenses and court costs.  Any summons, order to show cause, writ, judgment, decree, or other process, issued by such court, may be served on either Party at the address indicated in this Agreement and in the manner set forth for notices herein (other than email) or personally without the state of California, and when so served, such Party shall be subject to the jurisdiction of such court as though the same had been served within the state of California. If Client does not have a principal place of business in the United States, then Client waives the Hague Service Convention and agrees to be served in accordance with this Agreement.
20. SURVIVAL.  The following sections of this Agreement shall survive expiration or termination of this Agreement: Section 4 (Licenses to Content, Marks and Data), Section 5 (Client Responsibilities), Section 6 (Prohibitions), Section 8 (Payment Terms), Section 10 (Taxes); Section 12 (Representations and Warranties), Section 13 (Indemnification), Section 14 (Limitation on Liability), Section 16 (Confidentiality), Section 17 (Notices), Section 19 (Governing Law; Jurisdiction), Section 20 (Survival), and Section 21 (Miscellaneous).
21. MISCELLANEOUS.  The captions used in connection with the sections, paragraphs and subparagraphs of this Agreement are used only for purposes of reference and shall not be deemed to govern, limit, modify, or in any manner affect the scope, meaning or intent of the provisions of this Agreement or any part thereof, nor shall such captions be given any legal effect.  This Agreement cancels and supersedes all prior agreements and understandings between the Parties relating to the subject matter hereof, and contains all of the terms, conditions and promises of the Parties hereto, and no modification by Client of any provision hereof shall be valid or binding unless in writing and signed by both Parties.  Where any conflict arises between the provisions of any amendment or modification and the provisions incorporated in earlier documents, the most recent provisions shall be controlling.  Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of this Agreement and any present or future law, contrary to which the Parties have no legal right to contract, the latter shall prevail, but in such event, the provision(s) of this Agreement effected shall be curtailed and limited only to the minimum extent necessary to bring it within the requirements of such law. No failure by either Party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such covenant, duty, agreement, or condition, or of any such breach.  Notwithstanding anything to the contrary contained in this Agreement, there are no third-party beneficiaries to this Agreement. Each Party acknowledges that he/she/it has had an opportunity to consult with an independent attorney or other representative regarding the terms and conditions of this Agreement and that the drafting and negotiation of this Agreement has been fully participated in by all Parties hereto and, for all purposes, this Agreement shall be conclusively deemed to be jointly drafted by all Parties.  Words importing the singular shall include the plural and vice versa, words importing any gender shall include all other genders, words importing persons shall include bodies corporate, unincorporated associations and partnerships and vice versa.  References to the whole shall include the part and vice versa.  Defined terms herein shall include all forms, variations and conjugations thereof.  Whenever examples are used in this Agreement with the words “including,” “for example,” “e.g.,” “such as,” “etc.” or similar or any derivation thereof, such examples are intended to be illustrative and not in limitation thereof.  All references to the words “and” or “or” shall be deemed to be “and/or”.  The terms “herein” and “hereunder” and similar shall mean references to this entire Agreement and not any particular section of the Agreement unless specifically referenced as such.  The term “breach” shall include “default” and vice versa unless specifically referenced otherwise.  All approvals to be granted herein shall not be unreasonably withheld, conditioned, or delayed.  All references to dollars herein shall mean United States dollars.  Except as specifically set forth herein, nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the Parties, or as constituting any Party as the agent of the other Parties for any purpose whatsoever. Neither Party shall have the authority or power to bind the other Party or to contract in the name of or create a liability against the other Party in any way or for any purpose.  Each Party undertakes with the other to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of this Agreement.
22. CONSTRUCTION; MODIFICATION.  In the event of any inconsistency between the terms of these Master Terms and Conditions and any Wurl Service Order, the Wurl Service Order shall control.  In each instance the terms of the controlling document shall be applied to the controlled document(s) to the minimum extent necessary to rectify such inconsistency. Wurl reserves the right to modify, add to, or delete portions of the Agreement at any time. Client’s
    continued use of the Wurl Services after any such changes have been made constitutes
    acceptance of such changes. In addition, Wurl reserves the right to change and modify the
    features and functionality of the Wurl Services at any time or suspend any or all of the Wurl
    Services. Client will sign up for RSS notifications on Wurl’s website to receive notice of changes to the Agreement.  Wurl will post on its website a copy of the modified Agreement, which will become effective immediately. Client’s continued access to or use of the Wurl Services indicates Client’s acceptance of the modifications.

These ContentDiscovery Terms and Conditions (the “Terms and Conditions”) represent the terms and conditions that shall govern any Insertion Order(s), statements of work, purchase orders, or other agreements (together with the Terms and Conditions, the “Agreement”) whereby Wurl performs or offers any of the ContentDiscovery Services to any customer (“Client”, and together with Wurl, the “Parties,” each a “Party”).  CLIENT AND WURL AGREE THAT THESE TERMS AND CONDITIONS ARE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE TERMS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF, AND SUPERSEDES ALL PROPOSALS OR PRIOR OR CONTEMPORANEOUS AGREEMENTS, ORAL OR WRITTEN.

1. DEFINITIONS.  Terms defined in these Terms and Conditions (including all forms, variations and conjugations thereof) shall have the meaning ascribed to them for all purposes under these Terms and Conditions.  In addition to the other terms defined elsewhere in the Agreement, the terms set forth below shall have the following meanings:
   1. “Ads” means advertisements created or owned by Client and provided to Wurl in accordance with the Ad Specifications for use in an Ad Campaign.
   2. “Ad Campaign” means the strategy, scope, and media plan for the Ads, as mutually agreed upon by the Parties and set forth in the applicable IO.
   3. “Ad Materials” means the Ads and all related content, materials, and metadata provided by Client to Wurl, as required for Wurl to perform the ContentDiscovery Services (including, without limitation, the materials provided to create Wurl Created Ads).
   4. “Ad Specifications” means the content, format and technical specifications for the Ad Materials, as communicated by Wurl to Client.
   5. “Client Platform” means that certain service, Channel, and/or app owned, operated, and/or branded by Client, as applicable.
   6. “Client Users” means users, subscribers, and/or visitors to the Client Platform.
   7. “Conversion” means the retention, acquisition, and/or increased engagement of a Client User on a Client Platform.
   8. “Insertion Order” or “IO” means an order executed by Client and Wurl that specifies the Ad Campaign criteria such as the Ad Campaign duration, type and quantity of Ad placements, Conversion metrics, reporting, KPIs, fees, Ad Campaign budget, and such other information as reasonably requested by Wurl or mutually agreed to by the Parties.
   9. “Inventory” means advertising inventory into which Wurl may serve the Ad Materials.
   10. “ContentDiscovery Services” means Wurl’s digital advertising placement, marketing, and reporting services.
2. CONTENTDISCOVERY SERVICES AND CLIENT OBLIGATIONS.
   1. Insertion Orders.  Client shall authorize, and Wurl shall implement, certain Ad Campaigns, pursuant to mutually executed IOs.
   2. Client Dependencies.
      1. Ad Specifications.  Client shall ensure all Ad Materials are delivered to Wurl in conformance with the Ad Specifications.
      2. Integration.  Client shall provide Wurl with access to the Client Platform, along with reasonable support, so that Wurl may implement its integration and developer framework (“ContentDiscovery Integration Framework”).
      3. License Grant.  Client hereby grants to Wurl the worldwide, non-sublicensable (except to the extent required by Wurl to fulfill the purposes of the Agreement), non-exclusive, royalty-free, fully paid up, right and license to use, serve, copy, reproduce, distribute and display the Ad Materials, in any medium now known or hereafter developed, subject to the terms of the applicable IOs.  Client hereby grants to Wurl a non-exclusive, worldwide, royalty-free, fully paid up, non-transferable, revocable right to use the trademarks of Client, during the Term, solely in connection with the performance of the ContentDiscovery Services.
   3. Ad Delivery.  At least fifteen (15) days prior to beginning of an Ad Campaign, Client shall deliver to Wurl the Ad Materials in conformance with Ad Specifications, and Wurl will make commercially reasonable efforts to serve the Ad Materials to Inventory in accordance with the applicable IO.  Client is solely responsible for all production costs related to the Ad Materials and for all costs related to ensuring that the Ad Materials satisfy the Ad Specifications, unless otherwise agreed to by the Parties in writing.  Wurl will not modify or alter the Ad Materials without Client’s prior written consent, except as required for technical implementation and Conversion tracking by Wurl.  Client may elect for Wurl to create Ads for Client (“Wurl Created Ads”). Client agrees that Wurl Created Ads will be used solely by Client within Wurl’s network in connection with the ContentDiscovery Services.
   4. Minor Audiences and Targeting.  Client represents and warrants that its Ad Materials will be appropriately targeted and tagged, including but not limited to maturity level; that no Ad Materials will be directed to children under 13; that any Ad Materials directed to youths (meaning individuals younger than 18) will comply with the guidelines of the applicable local self-regulatory organization (e.g., the Children’s Advertising Review Unit in the U.S.) in the region(s) targeted by the applicable campaign; and that Client’s use of the ContentDiscovery Services will be in compliance with all applicable laws.
   5. ContentDiscovery Services Non-Exclusive License.  Subject to the Agreement, Wurl grants Client a limited, revocable, non-exclusive, non-sublicensable license to use the ContentDiscovery Services solely as expressly permitted by the Agreement and for no other use.  Client will not (and will not allow any third party) to (i) copy, modify, adapt, translate or otherwise create derivative works of the ContentDiscovery Services; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the ContentDiscovery Services or any component; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the ContentDiscovery Services; (iv) remove any proprietary notices or labels on the ContentDiscovery Services; (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the ContentDiscovery Services; and/or (vi) use data labeled as belonging to a third party in the ContentDiscovery Services for purposes other than as expressly authorized by the Agreement.  Client will comply with all applicable laws and regulations in Client’s use of and access to the ContentDiscovery Services.
   6. Privacy.
      1. Wurl. Wurl shall be entitled to implement its ContentDiscovery Integration Framework into the Client Platform and process and use any data received (from Client, third party, or that is otherwise created) through the ContentDiscovery Integration Framework and/or the performance of the ContentDiscovery Services (“ContentDiscovery Data”) in accordance with its privacy notice available at https://wurl.local/wurl-advertising-services-privacy-notice/.
      2. Client.  Client represents and warrants that: (i) each Client Platform conspicuously displays a privacy notice that discloses the collection and processing of ContentDiscovery Data by third parties, such as Wurl, for the purposes contemplated under the Agreement, including personalized advertising, and that specifically names Wurl and links to Wurl’s privacy notice at https://wurl.local/wurl-advertising-services-privacy-notice/; (ii) it has obtained and will obtain and continue to have, during the term, all necessary rights, lawful bases, authorizations, consents, and licenses for the processing of ContentDiscovery Data as contemplated by the Agreement and for Wurl to perform the ContentDiscovery Services; (iii) it has obtained and will obtain and continue to have, during the term, all necessary rights, lawful bases, authorizations, consents, and licenses related to any data it provides to Wurl and/or any third party related to the ContentDiscovery Services; (iv) the privacy notice provided on the Client Platform will contain opt-out instructions for Client Users who wish to opt out of having their ContentDiscovery Data processed for advertising purposes or otherwise exercise any opt-out or similar rights such Client Users may have under applicable laws; (v) it will honor all opt-out or other similar requests from Client Users and will ensure that such requests are communicated to Wurl; and (vi) it will provide all cooperation and assistance to Wurl as may be required for Wurl and its partners to comply with applicable laws and industry standards.
      3. EEA, Swiss, and UK Transfers of ContentDiscovery Data. If ContentDiscovery Data originating in the European Economic Area, Switzerland, and/or the United Kingdom is transferred by Client to Wurl a country that has not been found to provide an adequate level of protection under applicable data protection laws, the Parties agree that the transfer shall be governed by Module One’s obligations in the Annex to the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council as supplemented by the applicable terms in the Wurl privacy notice (“Standard Contractual Clauses”), the terms of which are incorporated herein by reference.
   7. Prohibitions.  Client agrees not to attempt to interfere with the proper working of the ContentDiscovery Services or prevent others from accessing or using the ContentDiscovery Services; or otherwise use the ContentDiscovery Services in a manner not expressly authorized hereunder or for any fraudulent or unlawful purpose, and to promptly notify Wurl in writing if Client becomes aware of any breach of this Section.  Without reducing Client’s obligations, Wurl reserves the right, without obligation, to review Ad Materials or Client’s use of the ContentDiscovery Services to determine whether a breach of the Agreement has occurred, or to comply with any applicable law, regulation, legal process, or governmental request.  Wurl reserves the right, in its sole discretion, to reject or remove any Ad Materials and to restrict, pause or suspend Client’s access to or use of the ContentDiscovery Services at any time and with or without notice, without liability to Client.
3. PAYMENT AND REPORTING.
   1. Invoices and Payment.  Client will pay Wurl for all fees as set forth in the applicable IOs and/or as invoiced by Wurl (the “ContentDiscovery Fees”).  ContentDiscovery Fees are subject to change and payments policies from time to time.  Wurl may, at its option, offset the ContentDiscovery Fees from any amounts due or owing to Client from Wurl, including, without limitation, amounts owed to Client for Wurl’s syndication services or for its “AdPool” services.  All fees must be paid within fifteen (15) days of invoice date, or as otherwise provided for in the IO.  All amounts are invoiced and must be paid in United States Dollars.  Wurl makes no representations about the performance of any Ad Campaign and as such all invoiced and/or paid fees are non-refundable.  Any outstanding balance becomes immediately due and payable upon termination of an IO and any collection expenses (including attorneys’ fees) incurred by Wurl will be included in the amount owed.
   2. Reporting.  Unless otherwise agreed to in the applicable IO, Wurl’s measurements govern billing and reporting.  Conversions are billable if they occur within the attribution window, as set forth in the applicable IO.
   3. Anti-Fraud Measures.  Wurl employs systems designed to detect and block potentially fraudulent or invalid activity, but systems cannot guarantee detection of all potentially suspect activity.  Accordingly, to protect the Wurl network and alert Wurl to any potential issues, Client hereby acknowledges that it is responsible for reviewing the Ad Campaign for any suspicious activity and reporting any such concerns as soon as possible and, in any case, by the payment due date of the applicable invoice.  Claims based solely on analyses or reports by fraud detection vendors will not be accepted.
   4. Taxes.  All fees and other charges for the ContentDiscovery Services are exclusive of any federal, state, local sales, international excise, value-added, and similar taxes, levies, duties, administrative or recovery fees or charges, or similar governmental assessments of any nature imposed by any jurisdiction, but not including any taxes assessable against Wurl based on its income, property and employees (“Taxes and Fees”). Client shall pay all Taxes and Fees, however denominated, that may now or hereafter be levied on the ContentDiscovery Services.  Should Wurl pay or be required to pay any such Taxes and Fees, Wurl shall invoice Client for such Taxes and Fees, and Client shall pay or reimburse Wurl for such Taxes and Fees.  In the event that Client is required to pay taxes that are based on the services rendered by Wurl hereunder and/or the sums invoiced by Wurl hereunder in a non-US jurisdiction and Client actually pays such taxes, then Client may deduct the amount of such taxes subject to Client providing Wurl with all reasonably required documents and assistance to allow Wurl to claim the benefit of such payment pursuant to any applicable tax treaty between the United States and such foreign jurisdiction.
4. INTELLECTUAL PROPERTY OWNERSHIP.  As between the Parties, and subject to the licenses expressly granted under the Agreement, Client shall own and shall retain all title, right, and interest in the Ad Materials, and Wurl shall own and shall retain all right, title, and interest in and to the Wurl Created Ads and ContentDiscovery Services, including all related information and software (and improvements and updates). For the avoidance of doubt, ContentDiscovery Data is not Ad Materials.
5. CONFIDENTIALITY.  Each Party (the “Receiving Party”) acknowledges that it has or may receive from the other Party non-public business, technical or financial information that a reasonable person would understand to be confidential given the nature of such information and the circumstances of its disclosure, whether or not marked or identified as confidential or proprietary (“Proprietary Information”), relating to the business of the other Party (the “Disclosing Party”).  The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information that are no less than the precautions it takes to protect its own Proprietary Information of similar import, and (ii) not to use (except as necessary for the Receiving Party to perform its obligations under the Agreement and/or as otherwise permitted herein) or divulge to any third person (except for lawyers; actual and prospective lenders, investors, and/or acquirers; accountants; agents and advisors, provided such parties are bound to a confidentiality requirement at least as protective as set forth in this Section) any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information after one (1) year following disclosure or any information that the Receiving Party can document (a) is or becomes generally available to the public without breach of the obligations under the Agreement, or (b) was rightfully in its possession or known by the Receiving Party prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third-party, or (d) was independently developed without use of, or reference to, any Proprietary Information of the Disclosing Party.  The Receiving Party may disclose Proprietary Information of the Disclosing Party to the extent compelled by law, court or government order to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. The Receiving Party shall disclose only such information as it reasonably deems is legally required and shall use reasonable efforts to obtain confidential treatment for any Proprietary Information (to the extent legally permitted) that is so disclosed.  If the Receiving Party is compelled by law to disclose the Disclosing Party’s Proprietary Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party shall reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Proprietary Information.  Notwithstanding the foregoing, the obligations with respect to the non-use, non-disclosure, and protection of the Proprietary Information which also constitutes a trade secret shall survive any expiration or termination of the Agreement indefinitely.
6. TERM AND TERMINATION.
   1. Subject to Section 12, these Terms and Conditions shall remain in effect and apply to for the duration of the term of any IO, statement of work.
7. REPRESENTATIONS AND WARRANTIES.
   1. General.  Each Party represents and warrants to the other that (i) it has the right to enter into the Agreement; and (ii) the individual signing any part of the Agreement on its behalf has the power and authority to do so.
      1. Wurl’s Representations and Warranties.  Wurl further warrants that (i) the ContentDiscovery Services do not violate, infringe or misappropriate any patent, copyright, trade secret or trademark, or the privacy rights of any third-party; (ii) it shall comply with all laws and regulations applicable to providing the ContentDiscovery Services as set forth in the Agreement; and (iii) the ContentDiscovery Services do not contain any technology that would subject Client’s technology to obligations beyond those in the Agreement.
         1. Wurl does not represent or warrant that the ContentDiscovery Services (or any portion thereof) will be uninterrupted, error free, free of harmful components, that any content, will be secure or not otherwise lost or damaged, or that the ContentDiscovery Services (or any portion thereof) will operate in combination with other hardware, software, systems or data other than as expressly specified in the Agreement.  Nor does Wurl guarantee the performance of any Ad Campaign.  THE CONTENTDISCOVERY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CLIENT ACKNOWLEDGES THAT, EXCEPT AS SET FORTH IN THESE TERMS AND CONDITIONS, WURL MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE CONTENTDISCOVERY SERVICES, OR THEIR CONDITION OR PERFORMANCE.  WURL HEREBY EXPRESSLY EXCLUDES, ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER UNDER COMMON LAW, STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, INCLUDING BUT NOT LIMITED TO PUBLIC PERFORMANCE RIGHTS IN ANY CONTENT PROVIDED, RECEIVED, OR MADE AVAILABLE UNDER THE AGREEMENT.
      2. Client’s Representations and Warranties.  Client represents and warrants to Wurl that Client shall abide by all laws, rules and regulations applicable to Client’s performance of the Agreement and that (i) Client has enforceable rights to distribute all Ad Materials and perform all obligations set forth in the Agreement; (ii) such Ad Materials do not infringe or misappropriate any patent, copyright, trademark, trade secret, publicity or likeness right, or any other right of any third-party; and (iii) neither the Ad Materials nor any other data provided to or received by Wurl shall include any malicious code, adware, malware, viruses or other similar software; (iv) neither the Ad Materials nor the data made available and/or received by Wurl under the Agreement (including Wurl’s use of both as authorized under the Agreement) violate any applicable law, including but not limited to consumer protection, data protection, and/or advertising laws, nor otherwise subject Wurl to liability; and (v) the Ad Materials do not contain, promote, or depict obscene or pornographic material, illegal products or services, illegally discriminate on the basis of any protected class, or otherwise be objectionable, as reasonably determined by Wurl.
   2. The representations and warranties contained in the Agreement shall continue throughout the Term and shall survive, to the extent applicable to the actions or inactions occurring under the Agreement, the expiration or termination of the Agreement, regardless of the reason for such expiration or termination.
8. INDEMNIFICATION.
   1. By Client.  Client shall defend, indemnify and hold harmless Wurl, its parent, subsidiary and affiliated entities and their respective officers, directors, shareholders, members, attorneys, agents and employees from and against any and all liabilities, losses, damages, penalties, fines, and expenses, including court costs and reasonable attorneys’ fees in connection with any third-party allegation and/or claim to the extent arising out of or relating to (i) the Ads and/or Ad Materials as furnished by Client (or on behalf of Client) hereunder, infringe or misappropriate any patent, copyright, trademark, trade secret, right of publicity/privacy, or any other intellectual property right of any third-party; or (ii) Client’s representations, warranties, covenants or responsibilities set forth in this Agreement or Client’s performance or non-performance under this Agreement.
   2. By Wurl.  Wurl shall defend, indemnify and hold harmless Client, its parent, subsidiary and affiliated entities and their respective officers, directors, shareholders, members, attorneys, agents and employees from and against any and all liabilities, losses, damages, penalties, fines, and expenses, including court costs and reasonable outside attorneys’ fees, in connection with any third-party allegation and/or claim to the extent arising out of or relating to (i) any of the ContentDiscovery Services, as furnished by Wurl hereunder, infringe or misappropriate any patent, copyright, trademark, trade secret, or any other intellectual property right of any third-party; or (ii) Wurl’s representations, warranties, covenants or responsibilities set forth in this Agreement or Wurl’s performance or non-performance under this Agreement.
   3. Procedure.  The indemnified Party (the “Indemnified Party”) shall promptly notify the indemnifying Party (the “Indemnifying Party”) in writing of any third-party claim for which the Indemnifying Party may have obligations under this Section, provided, however, that any failure of the Indemnified Party to provide prompt written notice pursuant to this Section, shall excuse the Indemnifying Party only to the extent that it is prejudiced thereby. The Indemnified Party shall reasonably cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, with regard to the defense of any third-party claim. The Indemnifying Party shall have full control of any such third-party claim and the authority to settle or otherwise dispose of any suit or threatened suit; provided that the Indemnifying Party may not make any admission of liability on behalf of any Indemnified Party without the Indemnified Party’s prior written approval; and, further provided, that in no event may the Indemnifying Party agree to any settlement of any third-party claim for which it has agreed to provide indemnification under the Agreement if such settlement would impose any liability, obligation, or admission upon the Indemnified Party, without the Indemnified Party’s prior, written consent.  The Indemnified Party may participate in any such proceeding through counsel of its choice at its own expense, and such costs shall not be deemed damages or costs for purposes of indemnification.
   4. Other.  In the event that Wurl’s right to provide the ContentDiscovery Services is enjoined or in Wurl’s reasonable opinion is at risk of being enjoined, Wurl may obtain the right to continue providing the ContentDiscovery Services, replace or modify the ContentDiscovery Services so that they become non-infringing, or, if such remedies are not reasonably available, terminate the Agreement without liability to Client. Wurl shall have no liability under this Section to the extent that any claims described in this Section are based on any combination of the ContentDiscovery Services with products, services, methods, or other elements not furnished by Wurl, or any use of the ContentDiscovery Services in a manner that violates the Agreement or the instructions given to Client by Wurl or with respect to any matter for which Client is required to indemnify Wurl hereunder.
9. LIMITATION OF LIABILITY.
   1. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, EXCEPT WITH RESPECT TO A PARTY’S RESPECTIVE CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS IN SECTIONS 5 AND 8, RESPECTIVELY, IN NO EVENT SHALL EITHER PARTY BE LIABLE OR RESPONSIBLE TO THE OTHER PARTY FOR ANY OF THE OTHER PARTY’S INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE CONTENTDISCOVERY SERVICES OR THE AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS.
   2. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, IN NO EVENT SHALL WURL’S AND ITS AFFILIATES’ TOTAL LIABILITY FOR DAMAGES OR LOSSES OF ANY KIND UNDER OR IN RELATION TO THE AGREEMENT EXCEED, EITHER INDIVIDUALLY OR IN THE AGGREGATE, THE FEES PAID BY CLIENT TO WURL UNDER THE RELEVANT IO DURING THE THIRTY (30) DAYS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
10. FORCE MAJEURE.
    1. Neither Party shall be liable to the other for any failure of performance (other than payment obligations) due to event of Force Majeure (as set forth hereinbelow). If Force Majeure prevents Wurl from providing the ContentDiscovery Services for fourteen (14) consecutive days during the Term, then Client shall have the right, within thirty (30) days of the onset of the Force Majeure event, to terminate an IO immediately upon notice to Wurl.
    2. An event of “Force Majeure” shall exist hereunder if either Party’s operations with respect to the subject matter hereof or the conduct of a Party’s business generally are impaired, hampered, interrupted, prevented, suspended, postponed or discontinued by reason of any armed conflict (whether or not there has been an official declaration of war or official statement as to the existence of a state of war); act of a public enemy; riot; civil disturbance; inclement weather; fire; casualty; flood; explosion; earthquake; accident; boycott; labor controversy (including, without limitation, any lockout, walkout, strike or threat thereof); governmental statute, law, ordinance, policy, order, regulation, judgment or decree (whether legislative, executive or judicial and whether or not constitutional); act of God; embargo or delay of a common carrier; failure of technical facilities, material, power, transportation, fuel, personnel and/or other commodities or other similar or dissimilar occurrence beyond such Party’s control.
11. GOVERNING LAW AND DISPUTE RESOLUTION.  The Agreement shall be governed by the laws of the State of California, notwithstanding any conflicts or choice of law principles. The exclusive venue for any litigation hereunder or relating hereto shall be the state or federal courts located in the Northern District of California. The prevailing Party in any such litigation shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such Party in conducting the litigation, including reasonable attorneys’ fees and expenses and court costs.  Any summons, order to show cause, writ, judgement, decree or other process, issued by such court, may be served on either Party at the address indicated in the Agreement and in the manner set forth for Notices herein (other than email) or personally without the state of California, and when so served, such Party shall be subject to the jurisdiction of such court as though the same had been served within the state of California.
12. SURVIVAL.  The following sections of these Terms and Conditions shall survive expiration or termination of the Agreement: Section 2 (ContentDiscovery Services and Obligations), Section 3 (Payment and Reporting), Section 4 (Intellectual Property Ownership), Section 5 (Confidentiality), Section 7 (Representations and Warranties), Section 8 (Indemnification), Section 9 (Limitation on Liability), Section 11 (Governing Law and Dispute Resolution), and Section 13 (Miscellaneous).
13. MISCELLANEOUS.  The captions used in connection with the sections, paragraphs and subparagraphs of the Agreement are used only for purposes of reference and shall not be deemed to govern, limit, modify or in any manner affect the scope, meaning or intent of the provisions of the Agreement or any part thereof, nor shall such captions be given any legal effect.  No modification of any provision hereof shall be valid or binding unless in writing.  Where any conflict arises between the provisions of any said amendment or modification and the provisions incorporated in earlier documents, the most recent provisions shall be controlling.  Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of the Agreement and any present or future law, contrary to which the Parties have no legal right to contract, the latter shall prevail, but in such event, the provision(s) of the Agreement effected shall be curtailed and limited only to the minimum extent necessary to bring it within the requirements of such law.  No failure by either Party to insist upon the strict performance of any covenant, duty, agreement, or condition of the Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such covenant, duty, agreement, or condition, or any such breach. Notwithstanding anything to the contrary contained in the Agreement, there are no third-party beneficiaries to the Agreement.  Words importing the singular shall include the plural and vice versa, words importing any gender shall include all other genders, words importing persons shall include bodies corporate, unincorporated associations and partnerships and vice versa. References to the whole shall include the part and vice versa. Defined terms herein shall include all forms, variations and conjugations thereof. Whenever examples are used in the Agreement with the words “including,” “for example,” “e.g.,” “such as,” “etc.” or similar or any derivation thereof, such examples are intended to be illustrative and not in limitation thereof. All references to the words “and” or “or” shall be deemed to be “and/or”. The terms “herein” and “hereunder” and similar shall mean references to this entire Agreement and not any particular section of the Agreement unless specifically referenced as such. The term “breach” shall include “default” and vice versa unless specifically referenced otherwise. All approvals to be granted herein shall not be unreasonably withheld, conditioned, or delayed.  All references to dollars herein shall mean United States dollars.  Except as specifically set forth herein, nothing in the Agreement shall be construed as creating a partnership or joint venture of any kind between the Parties or as constituting any Party as the agent of the other Parties for any purpose whatsoever and no Party shall have the authority or power to bind the other Party or to contract in the name of or create a liability against the other Party in any way or for any purpose.  Each Party undertakes with the other to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of the Agreement.
14. CONSTRUCTION.  In the event of any inconsistency between the terms of these Terms and Conditions and any IO, SOW, or purchase order, the terms of the IO, SOW, or purchase order shall control. In each instance, the terms of the controlling document shall be applied to the controlled document(s) to the minimum extent necessary to rectify such inconsistency.

This Data Processing Addendum (including its Exhibits) (“Addendum”) forms part of and is subject to the terms and conditions of the agreement for Services (“Agreement”) by and between you (“Client”) and Wurl.

1. SUBJECT MATTER AND DURATION.
   1. Subject Matter. This Addendum reflects the parties’ commitment to abide by Data Protection Laws concerning the Processing of Client Personal Data in connection with Wurl’s execution of the Agreement. All capitalized terms that are not expressly defined in this Addendum will have the meanings given to them in the Agreement. If and to the extent language in this Addendum or any of its Exhibits conflicts with the Agreement, this Addendum shall control.
   2. Duration and Survival. Wurl will Process Client Personal Data until the relationship terminates as specified in the Agreement.
2. PROCESSING TERMS FOR CLIENT PERSONAL DATA.
   1. Documented Instructions. Wurl shall Process Client Personal Data to provide the Services in accordance with the Agreement, this Addendum, and any instructions agreed upon by the parties. Wurl will, unless legally prohibited from doing so, inform Client in writing if it reasonably believes that there is a conflict between Client’s instructions and applicable law or otherwise seeks to Process Client Personal Data in a manner that is inconsistent with Client’s instructions.
   2. Authorization to Use Subprocessors. To the extent necessary to fulfill Wurl’s contractual obligations under the Agreement, Client hereby authorizes Wurl to engage Subprocessors. Client acknowledges that Subprocessors may further engage vendors.
   3. Wurl and Subprocessor Compliance. Wurl shall (i) enter into a written agreement with Subprocessors regarding such Subprocessors’ Processing of Client Personal Data that imposes on such Subprocessors data protection requirements for Client Personal Data that are consistent with this Addendum; and (ii) remain responsible to Client for Wurl’s Subprocessors’ failure to perform their obligations with respect to the Processing of Client Personal Data.
   4. Right to Object to Subprocessors. Where required by Data Protection Laws, Wurl will notify Client via email prior to engaging any new Subprocessors that Process Client Personal Data and allow Client ten (10) days to object. If Client has legitimate objections to the appointment of any new Subprocessor, the parties will work together in good faith to resolve the grounds for the objection.
   5. Confidentiality. Any person authorized to Process Client Personal Data must be subject to a duty of confidentiality, contractually agree to maintain the confidentiality of such information, or be under an appropriate statutory obligation of confidentiality.
   6. Personal Data Inquiries and Requests. Where required by Data Protection Laws, Wurl agrees to provide reasonable assistance and comply with reasonable instructions from Client related to any requests from individuals exercising their rights in Client Personal Data granted to them under Data Protection Laws.
   7. Data Protection Assessment, Data Protection Impact Assessment, and Prior Consultation. Where required by Data Protection Laws, Wurl agrees to provide reasonable assistance and information to Client where, in Client’s judgement, the type of Processing performed by Wurl requires a data protection assessment, data protection impact assessment, and/or prior consultation with the relevant data protection authorities. Client shall reimburse Wurl for all non-negligible costs Wurl incurs in performing its obligations under this Section.
   8. Demonstrable Compliance. Wurl agrees to provide information reasonably necessary to demonstrate compliance with this Addendum upon Client’s reasonable request.
   9. California Specific Terms. To the extent that Wurl’s Processing of Client Personal Data is subject to the CCPA, this Section shall also apply. Client discloses or otherwise makes available Client Personal Data to Wurl for the limited and specific purpose of Wurl providing the Services to Client in accordance with the Agreement and this Addendum. Wurl shall: (i) comply with its applicable obligations under the CCPA; (ii) provide the same level of protection as required under the CCPA; (iii) notify Client if it can no longer meet its obligations under the CCPA; (iv) not “sell” or “share” (as such terms are defined by the CCPA) Client Personal Data; (v) not retain, use, or disclose Client Personal Data for any purpose (including any commercial purpose) other than to provide the Services under the Agreement or as otherwise permitted under the CCPA; (vi) not retain, use, or disclose Client Personal Data outside of the direct business relationship between Client and Wurl; and (vii) unless otherwise permitted by the CCPA, not combine Client Personal Data with Personal Data that Wurl (a) receives from, or on behalf of, another person, or (b) collects from its own, independent consumer interaction. Client may: (1) take reasonable and appropriate steps agreed upon by the parties to help ensure that Wurl Processes Client Personal Data in a manner consistent with Client’s CCPA obligations; and (2) upon notice, take reasonable and appropriate steps agreed upon by the parties to stop and remediate unauthorized Processing of Client Personal Data by Wurl.
   10. Ad Decisioning Servers. The parties acknowledge and agree that Wurl may provide Client Personal Data to Client’s ad decisioning servers. Client’s ad decisioning servers are not Wurl’s Subprocessors. This Addendum does not govern, and Wurl shall not be liable for, the Processing of Client Personal Data by Client’s ad decisioning servers.
   11. Service Optimization. Where permitted by Data Protection Laws, Wurl may Process Client Personal Data: (i) for its internal uses to build or improve the quality of its services; (ii) to detect Security Incidents; and (iii) to protect against fraudulent or illegal activity.
   12. Aggregation and De-Identification. Wurl may: (i) compile aggregated and/or de-identified information in connection with providing the Services provided that such information cannot reasonably be used to identify Client or any data subject to whom Client Personal Data relates (“Aggregated and/or De-Identified Data”); and (ii) use Aggregated and/or De-Identified Data for its lawful business purposes.
3. INFORMATION SECURITY PROGRAM.
   1. Security Measures. Wurl shall use commercially reasonable efforts to implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Client Personal Data.
4. SECURITY INCIDENTS.
   1. Notice. Upon becoming aware of a Security Incident, Wurl agrees to provide written notice without undue delay and within the time frame required under Data Protection Laws to Client’s Designated POC. Where possible, such notice will include all available details required under Data Protection Laws for Client to comply with its own notification obligations to regulatory authorities or individuals affected by the Security Incident.
5. CROSS-BORDER TRANSFERS OF CLIENT PERSONAL DATA.
   1. Cross-Border Transfers of Client Personal Data. Client authorizes Wurl and its Subprocessors to transfer Client Personal Data across international borders, including from the European Economic Area, Switzerland, and/or the United Kingdom to the United States.
   2. EEA, Swiss, and UK Standard Contractual Clauses. If Client Personal Data originating in the European Economic Area, Switzerland, and/or the United Kingdom is transferred by Client to Wurl in a country that has not been found to provide an adequate level of protection under applicable Data Protection Laws, the parties agree that the transfer shall be governed by Module Two’s obligations in the Annex to the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (“Standard Contractual Clauses”) as supplemented by Exhibit A attached hereto, the terms of which are incorporated herein by reference. Each party’s signature to this execution of the Agreement shall be considered a signature to the Standard Contractual Clauses to the extent that the Standard Contractual Clauses apply hereunder.
6. AUDITS.
   1. Client Audit or Assessment. Where Data Protection Laws afford Client an audit or assessment right, Client (or its appointed representative) may carry out an audit or assessment of Wurl’s policies, procedures, and records relevant to the Processing of Client Personal Data. Any audit or assessment must be: (i) conducted during Wurl’s regular business hours; (ii) with reasonable advance notice to Wurl; (iii) carried out in a manner that prevents unnecessary disruption to Wurl’s operations; (iv) at Client’s sole expense; and (v) subject to reasonable confidentiality procedures. In addition, any audit or assessment shall be limited to once per year, unless an audit is carried out at the direction of a government authority having proper jurisdiction.
7. CLIENT PERSONAL DATA DELETION.
   1. Data Deletion. At the expiry or termination of the Agreement, Wurl will delete all Client Personal Data (excluding any back-up or archival copies which shall be deleted in accordance with Wurl’s data retention schedule), except where Wurl is required to retain copies under applicable laws, in which case Wurl will isolate and protect that Client Personal Data from any further Processing except to the extent required by applicable laws.
8. CLIENT’S OBLIGATIONS.
   1. Client’s Obligations. Client represents and warrants that: (i) it has complied and will comply with all applicable Data Protection Laws; (ii) it will ensure that the data subjects whose Client Personal Data will be Processed in connection with the Agreement are provided with a privacy notice or similar document that clearly and accurately describes Client’s practices with respect to the Processing of Client Personal Data; (iii) it will ensure that all necessary rights, lawful bases, authorizations, consents, and licenses for the Processing of Client Personal Data as contemplated by the Agreement have been obtained and will continue to be obtained, during the term; and (iv) Wurl’s Processing of Client Personal Data in accordance with the Agreement will not violate Data Protection Laws or cause a breach of any agreement or obligations between Client and any third party.
9. DETAILS OF PROCESSING.
   1. Subject Matter. The subject matter of the Processing is the Services pursuant to the Agreement.
   2. Duration. The Processing will continue until the expiration or termination of the Agreement.
   3. Categories of Data Subjects. Client’s viewers.
   4. Nature and Purpose of the Processing. The purpose of the Processing of Client Personal Data by Wurl is the performance of the Services.
   5. Types of Client Personal Data. Client Personal Data that is Processed pursuant to the Agreement including, but not limited to, device ID and IP address.
10. CONTACT INFORMATION.
    1. Client and Wurl agree to designate a point of contact for urgent privacy and security issues (a “Designated POC”). The Designated POC for both parties are:
    • Client Designated POC: [the email address on file as the administrator for Client’s account with Wurl]
    • Wurl Designated POC: [dataprotection@wurl.com]
11. DEFINITIONS.

For the purposes of this Addendum, the following terms and those defined within the body of the Addendum apply.

1. 1. “Client Personal Data” means Personal Data Processed by Wurl on behalf of Client in providing the Services under the Agreement. Notwithstanding the foregoing, Client Personal Data does not include, and this Addendum does not govern, where Wurl acts as a Controller, including, but not limited to, any of Wurl’s performance marketing services or supply-side platform (SSP) services, (e.g., AdPool Data or any data collected via Perform).
   2. “Data Protection Laws” means the applicable data privacy, data protection, and cybersecurity laws, rules and regulations to which the Client Personal Data are subject. “Data Protection Laws” may include, but are not limited to, the California Consumer Privacy Act of 2018 (as amended by the California Privacy Rights Act) (“CCPA”); the EU General Data Protection Regulation 2016/679 (“GDPR”) and its respective national implementing legislations; the Swiss Federal Act on Data Protection; the United Kingdom General Data Protection Regulation; the United Kingdom Data Protection Act 2018; and the Virginia Consumer Data Protection Act (in each case, as amended, adopted, or superseded from time to time).
   3. “Personal Data” has the meaning assigned to the term “personal data” or “personal information” under applicable Data Protection Laws.
   4. “Process” or “Processing” means any operation or set of operations which is performed on Personal Data or sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction.
   5. “Security Incident(s)” means the breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Client Personal Data attributable to Wurl.
   6. “Services” means the services that Wurl performs under the Agreement, but excluding services where Wurl acts as a Controller, including, but not limited to, any of Wurl’s performance marketing services or supply-side platform (SSP) services, (e.g., AdPool Data or any data collected via Perform).
   7. “Subprocessor(s)” means Wurl’s authorized vendors and third-party service providers that Process Client Personal Data.

EXHIBIT A TO THE DATA PROCESSING ADDENDUM

This Exhibit A forms part of the Addendum and supplements the Standard Contractual Clauses. Capitalized terms not defined in this Exhibit A have the meaning set forth in the Addendum.

The parties agree that the following terms shall supplement the Standard Contractual Clauses:

1. Supplemental Terms. The parties agree that the following terms shall supplement the Standard Contractual Clauses: (i) a new Clause 1(e) is added the Standard Contractual Clauses which shall read: “To the extent applicable hereunder, these Clauses also apply mutatis mutandis to the Parties’ processing of personal data that is subject to the applicable data protection laws of Switzerland. Where applicable, references to EU Member State law or EU supervisory authorities shall be modified to include the appropriate reference under Swiss law as it relates to transfers of personal data that are subject to such laws.”; (ii) a new Clause 1(f) is added to the Standard Contractual Clauses which shall read: “To the extent applicable hereunder, these Clauses, as supplemented by Annex III, also apply mutatis mutandis to the Parties’ processing of personal data that is subject to UK Data Protection Laws (as defined in Annex III).”; (iii) the optional text in Clause 7 is deleted; (iv) Option 1 in Clause 9 is struck and Option 2 is kept, and data importer must notify data exporter of new subprocessors in accordance with Section 2(d) of the Addendum; (v) the optional text in Clause 11 is deleted; and (vi) in Clauses 17 and 18, the governing law and the competent courts are those of Ireland (for EEA transfers), Switzerland (for Swiss transfers), or England and Wales (for UK transfers).
2. Annex I. Annex I to the Standard Contractual Clauses shall read as followsA. List of Parties

   Data Exporter: Client

   Address: As set forth in the Notices section of the Agreement.

   Contact person’s name, position, and contact details: Client Designated POC.

   Activities relevant to the data transferred under these Clauses: The Services.

   Role: Controller.

   Data Importer: Wurl.

   Address: As set forth in the Notices section of the Agreement.

   Contact person’s name, position, and contact details: Wurl Designated POC.

   Activities relevant to the data transferred under these Clauses: The Services.

   Role: Processor.

   B. Description of the Transfer:

   Categories of data subjects whose personal data is transferred: Data exporter’s viewers.

   Categories of personal data transferred: Personal data that is transferred under the Agreement including, but not limited to, device ID and IP address.

   Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures: To the parties’ knowledge, no sensitive data is transferred.

   The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): Personal data is transferred in accordance with the standard functionality of the Services, or as otherwise agreed upon by the parties.

   Nature of the processing: The Services.

   Purpose(s) of the data transfer and further processing: The Services.

   The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: Data importer will retain personal data in accordance with the Addendum.

   For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing: To perform the Wurl Services.

   C. Competent Supervisory Authority: The supervisory authority mandated by Clause 13. If no supervisory authority is mandated by Clause 13, then the Irish Data Protection Commission (DPC), and if this is not possible, then as otherwise agreed by the parties consistent with the conditions set forth in Clause 13.

   D. Additional Data Transfer Impact Assessment Questions: Data importer agrees that the responses to the data transfer impact assessment questions below are true, complete, and accurate.

   What countries will personal data that is transferred outside of the European Economic Area, Switzerland, and/or the United Kingdom be stored in or accessed from? United States.

   Is data importer subject to any laws in a country outside of the European Economic Area, Switzerland, and/or the United Kingdom where personal data is stored or accessed from that would interfere with data importer fulfilling its obligations under the Standard Contractual Clauses? For example, FISA Section 702. If yes, please list these laws: As of the effective date of the Addendum, no court has found data importer to be eligible to receive process issued under the laws contemplated by this question, including FISA Section 702, and no such court action is pending.

   Has data importer ever received a request from public authorities for information pursuant to the laws contemplated by the question above? If yes, please explain: No.

   Has data importer ever received a request from public authorities for personal data of individuals located in European Economic Area, Switzerland, and/or the United Kingdom? If yes, please explain: No.

   E. Data Transfer Impact Assessment Outcome: Taking into account the information and obligations set forth in the Addendum and, as may be the case for a party, such party’s independent research, to the parties’ knowledge, the personal data originating in the European Economic Area, Switzerland, and/or the United Kingdom that is transferred pursuant to the Standard Contractual Clauses to a country that has not been found to provide an adequate level of protection under applicable data protection laws is afforded a level of protection that is essentially equivalent to that guaranteed by applicable data protection laws.

3. Annex II. Annex II of the Standard Contractual Clauses shall read as follows:

   Data importer shall use commercially reasonable efforts to implement and maintain appropriate technical and organizational measures designed to protect personal data in accordance with the Addendum.

   Pursuant to Clause 10(b), data importer will provide data exporter assistance with data subject requests in accordance with the Addendum.

4. Annex III. A new Annex III shall be added to the Standard Contractual Clauses and shall read as follows:

   The UK Information Commissioner’s Office International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (“UK Addendum”) is incorporated herein by reference.

   Table 1: The start date in Table 1 is the effective date of the Addendum. All other information required by Table 1 is set forth in Annex I, Section A of the Clauses.

   Table 2: The UK Addendum forms part of the version of the Approved EU SCCs which this UK Addendum is appended to including the Appendix Information, effective as of the effective date of the Addendum.

   Table 3: The information required by Table 3 is set forth in Annex I and II to the Clauses.

   Table 4: The parties agree that Importer may end the UK Addendum as set out in Section 19.

5. Clarifying Terms. The parties agree that: (i) the certification of deletion required by Clause 8.5 and Clause 16(d) of the Standard Contractual Clauses will be provided upon data exporter’s written request; (ii) the measures data importer is required to take under Clause 8.6(c) of the Standard Contractual Clauses will only cover data importer’s impacted systems; (iii) the audit described in Clause 8.9 of the Standard Contractual Clauses shall be carried out in accordance with Section 6 of the Addendum; (iv) the termination right contemplated by Clause 14(f) and Clause 16(c) of the Standard Contractual Clauses will be limited to the termination of the Standard Contractual Clauses, in which case, the corresponding processing of personal data affected by such termination shall be discontinued unless otherwise agreed by the parties; (v) unless otherwise stated by data importer, data exporter will be responsible for communicating with data subjects pursuant to Clause 15.1(a) of the Standard Contractual Clauses; (vi) the information required under Clause 15.1(c) will be provided upon data exporter’s written request; and (vii) notwithstanding anything to the contrary, data exporter will reimburse data importer for all costs and expenses incurred by data importer in connection with the performance of data importer’s obligations under Clause 15.1(b) and Clause 15.2 of the Standard Contractual Clauses without regard for any limitation of liability set forth in the Agreement.

This Data Processing Addendum (including its Exhibits) (“Addendum”) forms part of and is subject to the terms and conditions of the agreement for Services (“Agreement”) by and between you (“Client”) and Wurl.

1. SUBJECT MATTER AND DURATION.
   1. Subject Matter. This Addendum reflects the parties’ commitment to abide by Data Protection Laws concerning the Processing of Client Personal Data in connection with Wurl’s execution of the Agreement. All capitalized terms that are not expressly defined in this Addendum will have the meanings given to them in the Agreement. If and to the extent language in this Addendum or any of its Exhibits conflicts with the Agreement, this Addendum shall control.
   2. Duration and Survival. Wurl will Process Client Personal Data until the relationship terminates as specified in the Agreement.
2. PROCESSING TERMS FOR CLIENT PERSONAL DATA.
   1. Documented Instructions. Wurl shall Process Client Personal Data to provide the Services in accordance with the Agreement, this Addendum, and any instructions agreed upon by the parties. Wurl will, unless legally prohibited from doing so, inform Client in writing if it reasonably believes that there is a conflict between Client’s instructions and applicable law or otherwise seeks to Process Client Personal Data in a manner that is inconsistent with Client’s instructions.
   2. Authorization to Use Subprocessors. To the extent necessary to fulfill Wurl’s contractual obligations under the Agreement, Client hereby authorizes Wurl to engage Subprocessors. Client acknowledges that Subprocessors may further engage vendors.
   3. Wurl and Subprocessor Compliance. Wurl shall (i) enter into a written agreement with Subprocessors regarding such Subprocessors’ Processing of Client Personal Data that imposes on such Subprocessors data protection requirements for Client Personal Data that are consistent with this Addendum; and (ii) remain responsible to Client for Wurl’s Subprocessors’ failure to perform their obligations with respect to the Processing of Client Personal Data.
   4. Right to Object to Subprocessors. Where required by Data Protection Laws, Wurl will notify Client via email prior to engaging any new Subprocessors that Process Client Personal Data and allow Client ten (10) days to object. If Client has legitimate objections to the appointment of any new Subprocessor, the parties will work together in good faith to resolve the grounds for the objection.
   5. Confidentiality. Any person authorized to Process Client Personal Data must be subject to a duty of confidentiality, contractually agree to maintain the confidentiality of such information, or be under an appropriate statutory obligation of confidentiality.
   6. Personal Data Inquiries and Requests. Where required by Data Protection Laws, Wurl agrees to provide reasonable assistance and comply with reasonable instructions from Client related to any requests from individuals exercising their rights in Client Personal Data granted to them under Data Protection Laws.
   7. Data Protection Assessment, Data Protection Impact Assessment, and Prior Consultation. Where required by Data Protection Laws, Wurl agrees to provide reasonable assistance and information to Client where, in Client’s judgement, the type of Processing performed by Wurl requires a data protection assessment, data protection impact assessment, and/or prior consultation with the relevant data protection authorities. Client shall reimburse Wurl for all non-negligible costs Wurl incurs in performing its obligations under this Section.
   8. Demonstrable Compliance. Wurl agrees to provide information reasonably necessary to demonstrate compliance with this Addendum upon Client’s reasonable request.
   9. California Specific Terms. To the extent that Wurl’s Processing of Client Personal Data is subject to the CCPA, this Section shall also apply. Client discloses or otherwise makes available Client Personal Data to Wurl for the limited and specific purpose of Wurl providing the Services to Client in accordance with the Agreement and this Addendum. Wurl shall: (i) comply with its applicable obligations under the CCPA; (ii) provide the same level of protection as required under the CCPA; (iii) notify Client if it can no longer meet its obligations under the CCPA; (iv) not “sell” or “share” (as such terms are defined by the CCPA) Client Personal Data; (v) not retain, use, or disclose Client Personal Data for any purpose (including any commercial purpose) other than to provide the Services under the Agreement or as otherwise permitted under the CCPA; (vi) not retain, use, or disclose Client Personal Data outside of the direct business relationship between Client and Wurl; and (vii) unless otherwise permitted by the CCPA, not combine Client Personal Data with Personal Data that Wurl (a) receives from, or on behalf of, another person, or (b) collects from its own, independent consumer interaction. Client may: (1) take reasonable and appropriate steps agreed upon by the parties to help ensure that Wurl Processes Client Personal Data in a manner consistent with Client’s CCPA obligations; and (2) upon notice, take reasonable and appropriate steps agreed upon by the parties to stop and remediate unauthorized Processing of Client Personal Data by Wurl.
   10. Ad Decisioning Servers. The parties acknowledge and agree that Wurl may provide Client Personal Data to Client’s ad decisioning servers. Client’s ad decisioning servers are not Wurl’s Subprocessors. This Addendum does not govern, and Wurl shall not be liable for, the Processing of Client Personal Data by Client’s ad decisioning servers.
   11. Service Optimization. Where permitted by Data Protection Laws, Wurl may Process Client Personal Data: (i) for its internal uses to build or improve the quality of its services; (ii) to detect Security Incidents; and (iii) to protect against fraudulent or illegal activity.
   12. Aggregation and De-Identification. Wurl may: (i) compile aggregated and/or de-identified information in connection with providing the Services provided that such information cannot reasonably be used to identify Client or any data subject to whom Client Personal Data relates (“Aggregated and/or De-Identified Data”); and (ii) use Aggregated and/or De-Identified Data for its lawful business purposes.
3. INFORMATION SECURITY PROGRAM.
   1. Security Measures. Wurl shall use commercially reasonable efforts to implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Client Personal Data.
4. SECURITY INCIDENTS.
   1. Notice. Upon becoming aware of a Security Incident, Wurl agrees to provide written notice without undue delay and within the time frame required under Data Protection Laws to Client’s Designated POC. Where possible, such notice will include all available details required under Data Protection Laws for Client to comply with its own notification obligations to regulatory authorities or individuals affected by the Security Incident.
5. CROSS-BORDER TRANSFERS OF CLIENT PERSONAL DATA.
   1. Cross-Border Transfers of Client Personal Data. Client authorizes Wurl and its Subprocessors to transfer Client Personal Data across international borders, including from the European Economic Area, Switzerland, and/or the United Kingdom to the United States.
   2. EEA, Swiss, and UK Standard Contractual Clauses. If Client Personal Data originating in the European Economic Area, Switzerland, and/or the United Kingdom is transferred by Client to Wurl in a country that has not been found to provide an adequate level of protection under applicable Data Protection Laws, the parties agree that the transfer shall be governed by Module Two’s obligations in the Annex to the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (“Standard Contractual Clauses”) as supplemented by Exhibit A attached hereto, the terms of which are incorporated herein by reference. Each party’s signature to this execution of the Agreement shall be considered a signature to the Standard Contractual Clauses to the extent that the Standard Contractual Clauses apply hereunder.
6. AUDITS.
   1. Client Audit or Assessment. Where Data Protection Laws afford Client an audit or assessment right, Client (or its appointed representative) may carry out an audit or assessment of Wurl’s policies, procedures, and records relevant to the Processing of Client Personal Data. Any audit or assessment must be: (i) conducted during Wurl’s regular business hours; (ii) with reasonable advance notice to Wurl; (iii) carried out in a manner that prevents unnecessary disruption to Wurl’s operations; (iv) at Client’s sole expense; and (v) subject to reasonable confidentiality procedures. In addition, any audit or assessment shall be limited to once per year, unless an audit is carried out at the direction of a government authority having proper jurisdiction.
7. CLIENT PERSONAL DATA DELETION.
   1. Data Deletion. At the expiry or termination of the Agreement, Wurl will delete all Client Personal Data (excluding any back-up or archival copies which shall be deleted in accordance with Wurl’s data retention schedule), except where Wurl is required to retain copies under applicable laws, in which case Wurl will isolate and protect that Client Personal Data from any further Processing except to the extent required by applicable laws.
8. CLIENT’S OBLIGATIONS.
   1. Client’s Obligations. Client represents and warrants that: (i) it has complied and will comply with all applicable Data Protection Laws; (ii) it will ensure that the data subjects whose Client Personal Data will be Processed in connection with the Agreement are provided with a privacy notice or similar document that clearly and accurately describes Client’s practices with respect to the Processing of Client Personal Data; (iii) it will ensure that all necessary rights, lawful bases, authorizations, consents, and licenses for the Processing of Client Personal Data as contemplated by the Agreement have been obtained and will continue to be obtained, during the term; and (iv) Wurl’s Processing of Client Personal Data in accordance with the Agreement will not violate Data Protection Laws or cause a breach of any agreement or obligations between Client and any third party.
9. DETAILS OF PROCESSING.
   1. Subject Matter. The subject matter of the Processing is the Services pursuant to the Agreement.
   2. Duration. The Processing will continue until the expiration or termination of the Agreement.
   3. Categories of Data Subjects. Client’s viewers.
   4. Nature and Purpose of the Processing. The purpose of the Processing of Client Personal Data by Wurl is the performance of the Services.
   5. Types of Client Personal Data. Client Personal Data that is Processed pursuant to the Agreement including, but not limited to, device ID and IP address.
10. CONTACT INFORMATION.
    1. Client and Wurl agree to designate a point of contact for urgent privacy and security issues (a “Designated POC”). The Designated POC for both parties are:
    • Client Designated POC: [the email address on file as the administrator for Client’s account with Wurl]
    • Wurl Designated POC: [dataprotection@wurl.com]
11. DEFINITIONS.

For the purposes of this Addendum, the following terms and those defined within the body of the Addendum apply.

1. 1. “Client Personal Data” means Personal Data Processed by Wurl on behalf of Client in providing the Services under the Agreement. Notwithstanding the foregoing, Client Personal Data does not include, and this Addendum does not govern, where Wurl acts as a Controller, including, but not limited to, any of Wurl’s performance marketing services or supply-side platform (SSP) services, (e.g., AdPool Data or any data collected via Perform).
   2. “Data Protection Laws” means the applicable data privacy, data protection, and cybersecurity laws, rules and regulations to which the Client Personal Data are subject. “Data Protection Laws” may include, but are not limited to, the California Consumer Privacy Act of 2018 (as amended by the California Privacy Rights Act) (“CCPA”); the EU General Data Protection Regulation 2016/679 (“GDPR”) and its respective national implementing legislations; the Swiss Federal Act on Data Protection; the United Kingdom General Data Protection Regulation; the United Kingdom Data Protection Act 2018; and the Virginia Consumer Data Protection Act (in each case, as amended, adopted, or superseded from time to time).
   3. “Personal Data” has the meaning assigned to the term “personal data” or “personal information” under applicable Data Protection Laws.
   4. “Process” or “Processing” means any operation or set of operations which is performed on Personal Data or sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction.
   5. “Security Incident(s)” means the breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Client Personal Data attributable to Wurl.
   6. “Services” means the services that Wurl performs under the Agreement, but excluding services where Wurl acts as a Controller, including, but not limited to, any of Wurl’s performance marketing services or supply-side platform (SSP) services, (e.g., AdPool Data or any data collected via Perform).
   7. “Subprocessor(s)” means Wurl’s authorized vendors and third-party service providers that Process Client Personal Data.

EXHIBIT A TO THE DATA PROCESSING ADDENDUM

This Exhibit A forms part of the Addendum and supplements the Standard Contractual Clauses. Capitalized terms not defined in this Exhibit A have the meaning set forth in the Addendum.

The parties agree that the following terms shall supplement the Standard Contractual Clauses:

1. Supplemental Terms. The parties agree that the following terms shall supplement the Standard Contractual Clauses: (i) a new Clause 1(e) is added the Standard Contractual Clauses which shall read: “To the extent applicable hereunder, these Clauses also apply mutatis mutandis to the Parties’ processing of personal data that is subject to the applicable data protection laws of Switzerland. Where applicable, references to EU Member State law or EU supervisory authorities shall be modified to include the appropriate reference under Swiss law as it relates to transfers of personal data that are subject to such laws.”; (ii) a new Clause 1(f) is added to the Standard Contractual Clauses which shall read: “To the extent applicable hereunder, these Clauses, as supplemented by Annex III, also apply mutatis mutandis to the Parties’ processing of personal data that is subject to UK Data Protection Laws (as defined in Annex III).”; (iii) the optional text in Clause 7 is deleted; (iv) Option 1 in Clause 9 is struck and Option 2 is kept, and data importer must notify data exporter of new subprocessors in accordance with Section 2(d) of the Addendum; (v) the optional text in Clause 11 is deleted; and (vi) in Clauses 17 and 18, the governing law and the competent courts are those of Ireland (for EEA transfers), Switzerland (for Swiss transfers), or England and Wales (for UK transfers).
2. Annex I. Annex I to the Standard Contractual Clauses shall read as followsA. List of Parties

   Data Exporter: Client

   Address: As set forth in the Notices section of the Agreement.

   Contact person’s name, position, and contact details: Client Designated POC.

   Activities relevant to the data transferred under these Clauses: The Services.

   Role: Controller.

   Data Importer: Wurl.

   Address: As set forth in the Notices section of the Agreement.

   Contact person’s name, position, and contact details: Wurl Designated POC.

   Activities relevant to the data transferred under these Clauses: The Services.

   Role: Processor.

   B. Description of the Transfer:

   Categories of data subjects whose personal data is transferred: Data exporter’s viewers.

   Categories of personal data transferred: Personal data that is transferred under the Agreement including, but not limited to, device ID and IP address.

   Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures: To the parties’ knowledge, no sensitive data is transferred.

   The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): Personal data is transferred in accordance with the standard functionality of the Services, or as otherwise agreed upon by the parties.

   Nature of the processing: The Services.

   Purpose(s) of the data transfer and further processing: The Services.

   The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: Data importer will retain personal data in accordance with the Addendum.

   For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing: To perform the Wurl Services.

   C. Competent Supervisory Authority: The supervisory authority mandated by Clause 13. If no supervisory authority is mandated by Clause 13, then the Irish Data Protection Commission (DPC), and if this is not possible, then as otherwise agreed by the parties consistent with the conditions set forth in Clause 13.

   D. Additional Data Transfer Impact Assessment Questions: Data importer agrees that the responses to the data transfer impact assessment questions below are true, complete, and accurate.

   What countries will personal data that is transferred outside of the European Economic Area, Switzerland, and/or the United Kingdom be stored in or accessed from? United States.

   Is data importer subject to any laws in a country outside of the European Economic Area, Switzerland, and/or the United Kingdom where personal data is stored or accessed from that would interfere with data importer fulfilling its obligations under the Standard Contractual Clauses? For example, FISA Section 702. If yes, please list these laws: As of the effective date of the Addendum, no court has found data importer to be eligible to receive process issued under the laws contemplated by this question, including FISA Section 702, and no such court action is pending.

   Has data importer ever received a request from public authorities for information pursuant to the laws contemplated by the question above? If yes, please explain: No.

   Has data importer ever received a request from public authorities for personal data of individuals located in European Economic Area, Switzerland, and/or the United Kingdom? If yes, please explain: No.

   E. Data Transfer Impact Assessment Outcome: Taking into account the information and obligations set forth in the Addendum and, as may be the case for a party, such party’s independent research, to the parties’ knowledge, the personal data originating in the European Economic Area, Switzerland, and/or the United Kingdom that is transferred pursuant to the Standard Contractual Clauses to a country that has not been found to provide an adequate level of protection under applicable data protection laws is afforded a level of protection that is essentially equivalent to that guaranteed by applicable data protection laws.

3. Annex II. Annex II of the Standard Contractual Clauses shall read as follows:

   Data importer shall use commercially reasonable efforts to implement and maintain appropriate technical and organizational measures designed to protect personal data in accordance with the Addendum.

   Pursuant to Clause 10(b), data importer will provide data exporter assistance with data subject requests in accordance with the Addendum.

4. Annex III. A new Annex III shall be added to the Standard Contractual Clauses and shall read as follows:

   The UK Information Commissioner’s Office International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (“UK Addendum”) is incorporated herein by reference.

   Table 1: The start date in Table 1 is the effective date of the Addendum. All other information required by Table 1 is set forth in Annex I, Section A of the Clauses.

   Table 2: The UK Addendum forms part of the version of the Approved EU SCCs which this UK Addendum is appended to including the Appendix Information, effective as of the effective date of the Addendum.

   Table 3: The information required by Table 3 is set forth in Annex I and II to the Clauses.

   Table 4: The parties agree that Importer may end the UK Addendum as set out in Section 19.

5. Clarifying Terms. The parties agree that: (i) the certification of deletion required by Clause 8.5 and Clause 16(d) of the Standard Contractual Clauses will be provided upon data exporter’s written request; (ii) the measures data importer is required to take under Clause 8.6(c) of the Standard Contractual Clauses will only cover data importer’s impacted systems; (iii) the audit described in Clause 8.9 of the Standard Contractual Clauses shall be carried out in accordance with Section 6 of the Addendum; (iv) the termination right contemplated by Clause 14(f) and Clause 16(c) of the Standard Contractual Clauses will be limited to the termination of the Standard Contractual Clauses, in which case, the corresponding processing of personal data affected by such termination shall be discontinued unless otherwise agreed by the parties; (v) unless otherwise stated by data importer, data exporter will be responsible for communicating with data subjects pursuant to Clause 15.1(a) of the Standard Contractual Clauses; (vi) the information required under Clause 15.1(c) will be provided upon data exporter’s written request; and (vii) notwithstanding anything to the contrary, data exporter will reimburse data importer for all costs and expenses incurred by data importer in connection with the performance of data importer’s obligations under Clause 15.1(b) and Clause 15.2 of the Standard Contractual Clauses without regard for any limitation of liability set forth in the Agreement.

Unless otherwise indicated by Wurl, when you (individually, “you” or “your”) use Wurl’s content origination, content delivery, SSAI, data reporting, inventory purchase, inventory sales, monetization, and/or performance marketing services (collectively, the “Services”), you must adhere to these Wurl Content Policies (the “Policies”), and ensure all third parties using these Services, directly or indirectly, on your behalf adhere to these Policies. These Policies apply in addition to any other policies or agreements governing your use of the Services, including content and ad policies required by specific content companies, advertisers, and/or streamers.

Wurl seeks to create a safe, fair, and transparent ecosystem for content companies and streamers to create, deliver, and monetize content, and for advertisers to reach prospective customers with useful, relevant products and services. Wurl also wants to ensure a safe and positive experience for the end users. Maintaining trust in the content and ads ecosystem and preserving the reputation and credibility of Wurl, the Services, and those that use the Services, require setting minimum standards for the content made available through the Services.

Wurl may update these Policies at any time by posting the updated version on the Wurl website. By continuing to use the Services, you agree to the updated Policies and shall continue to review all updated versions.

You agree to maintain documentation, as appropriate, demonstrating your compliance with these obligations, and to provide those documents promptly upon request by Wurl.

General Prohibitions

Wurl prohibits content that is illegal, pornographic, defamatory, hate speech, and/or infringes the intellectual property and/or publicity rights of any third party.

Ad Restrictions

• Sexually explicit or other adult content, including pornographic or highly suggestive content or images; explicit, obscured or implied sexual acts; or explicit or implied sexual language, whether simulated or real.
• Graphic or explicit violence, including assault/rape, injury to human beings or animals, or any acts of torture or terrorism.
• Tobacco products.
• Weapons, ammunition, or explosives.
• Defamatory or libelous content.
• Gambling apps or websites, including online or offline lotteries, casinos, sports betting, and social casino games; or real-money apps or websites (except where expressly authorized by Wurl in writing).
• Sensitive Personal Data: You may not use the Services to infer, collect, track, send, share, identify, or associate with any individual, household, or device any information concerning racial or ethnic origin, political opinions, religious or philosophical affiliation or beliefs, trade-union membership, health, sex life or sexual orientation, criminal convictions or alleged commission of an offense, genetic data, biometric data, government-issued identifiers, financial account information, account log-in credentials, the contents of user communications, precise geolocation information, or any other information that could be considered sensitive personal information under applicable laws. Wurl does not knowingly collect protected health information as defined under applicable laws.
• CBD/marijuana products (except where expressly authorized by Wurl in writing).
• Political or election content (except where expressly authorized by Wurl in writing).

Enforcement

Any actual or suspected violation of these Policies (or any agreement governing your use of the Services) may result, in Wurl’s sole discretion, in Wurl blocking or limiting your ads or content from being served through the Services, the suspension or termination of your account or access to the Services, and/or the imposition of limits on your account or access to the Services, including limits on your ability to bid on or serve ads through the Services.

How to Contact Us

Please e-mail legal@wurl.com with any questions regarding these Policies.

This Data Processing Addendum (including its Exhibits) (“Addendum”) forms part of and is subject to the terms and conditions of the agreement for Services (“Agreement”) by and between you (“Client”) and Wurl.

1. SUBJECT MATTER AND DURATION.
   1. Subject Matter. This Addendum reflects the parties’ commitment to abide by Data Protection Laws concerning the Processing of Client Personal Data in connection with Wurl’s execution of the Agreement. All capitalized terms that are not expressly defined in this Addendum will have the meanings given to them in the Agreement. If and to the extent language in this Addendum or any of its Exhibits conflicts with the Agreement, this Addendum shall control.
   2. Duration and Survival. Wurl will Process Client Personal Data until the relationship terminates as specified in the Agreement.
2. PROCESSING TERMS FOR CLIENT PERSONAL DATA.
   1. Documented Instructions. Wurl shall Process Client Personal Data to provide the Services in accordance with the Agreement, this Addendum, and any instructions agreed upon by the parties. Wurl will, unless legally prohibited from doing so, inform Client in writing if it reasonably believes that there is a conflict between Client’s instructions and applicable law or otherwise seeks to Process Client Personal Data in a manner that is inconsistent with Client’s instructions.
   2. Authorization to Use Subprocessors. To the extent necessary to fulfill Wurl’s contractual obligations under the Agreement, Client hereby authorizes Wurl to engage Subprocessors. Client acknowledges that Subprocessors may further engage vendors.
   3. Wurl and Subprocessor Compliance. Wurl shall (i) enter into a written agreement with Subprocessors regarding such Subprocessors’ Processing of Client Personal Data that imposes on such Subprocessors data protection requirements for Client Personal Data that are consistent with this Addendum; and (ii) remain responsible to Client for Wurl’s Subprocessors’ failure to perform their obligations with respect to the Processing of Client Personal Data.
   4. Right to Object to Subprocessors. Where required by Data Protection Laws, Wurl will notify Client via email prior to engaging any new Subprocessors that Process Client Personal Data and allow Client ten (10) days to object. If Client has legitimate objections to the appointment of any new Subprocessor, the parties will work together in good faith to resolve the grounds for the objection.
   5. Confidentiality. Any person authorized to Process Client Personal Data must be subject to a duty of confidentiality, contractually agree to maintain the confidentiality of such information, or be under an appropriate statutory obligation of confidentiality.
   6. Personal Data Inquiries and Requests. Where required by Data Protection Laws, Wurl agrees to provide reasonable assistance and comply with reasonable instructions from Client related to any requests from individuals exercising their rights in Client Personal Data granted to them under Data Protection Laws.
   7. Data Protection Assessment, Data Protection Impact Assessment, and Prior Consultation. Where required by Data Protection Laws, Wurl agrees to provide reasonable assistance and information to Client where, in Client’s judgement, the type of Processing performed by Wurl requires a data protection assessment, data protection impact assessment, and/or prior consultation with the relevant data protection authorities. Client shall reimburse Wurl for all non-negligible costs Wurl incurs in performing its obligations under this Section.
   8. Demonstrable Compliance. Wurl agrees to provide information reasonably necessary to demonstrate compliance with this Addendum upon Client’s reasonable request.
   9. California Specific Terms. To the extent that Wurl’s Processing of Client Personal Data is subject to the CCPA, this Section shall also apply. Client discloses or otherwise makes available Client Personal Data to Wurl for the limited and specific purpose of Wurl providing the Services to Client in accordance with the Agreement and this Addendum. Wurl shall: (i) comply with its applicable obligations under the CCPA; (ii) provide the same level of protection as required under the CCPA; (iii) notify Client if it can no longer meet its obligations under the CCPA; (iv) not “sell” or “share” (as such terms are defined by the CCPA) Client Personal Data; (v) not retain, use, or disclose Client Personal Data for any purpose (including any commercial purpose) other than to provide the Services under the Agreement or as otherwise permitted under the CCPA; (vi) not retain, use, or disclose Client Personal Data outside of the direct business relationship between Client and Wurl; and (vii) unless otherwise permitted by the CCPA, not combine Client Personal Data with Personal Data that Wurl (a) receives from, or on behalf of, another person, or (b) collects from its own, independent consumer interaction. Client may: (1) take reasonable and appropriate steps agreed upon by the parties to help ensure that Wurl Processes Client Personal Data in a manner consistent with Client’s CCPA obligations; and (2) upon notice, take reasonable and appropriate steps agreed upon by the parties to stop and remediate unauthorized Processing of Client Personal Data by Wurl.
   10. Ad Decisioning Servers. The parties acknowledge and agree that Wurl may provide Client Personal Data to Client’s ad decisioning servers. Client’s ad decisioning servers are not Wurl’s Subprocessors. This Addendum does not govern, and Wurl shall not be liable for, the Processing of Client Personal Data by Client’s ad decisioning servers.
   11. Service Optimization. Where permitted by Data Protection Laws, Wurl may Process Client Personal Data: (i) for its internal uses to build or improve the quality of its services; (ii) to detect Security Incidents; and (iii) to protect against fraudulent or illegal activity.
   12. Aggregation and De-Identification. Wurl may: (i) compile aggregated and/or de-identified information in connection with providing the Services provided that such information cannot reasonably be used to identify Client or any data subject to whom Client Personal Data relates (“Aggregated and/or De-Identified Data”); and (ii) use Aggregated and/or De-Identified Data for its lawful business purposes.
3. INFORMATION SECURITY PROGRAM.
   1. Security Measures. Wurl shall use commercially reasonable efforts to implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Client Personal Data.
4. SECURITY INCIDENTS.
   1. Notice. Upon becoming aware of a Security Incident, Wurl agrees to provide written notice without undue delay and within the time frame required under Data Protection Laws to Client’s Designated POC. Where possible, such notice will include all available details required under Data Protection Laws for Client to comply with its own notification obligations to regulatory authorities or individuals affected by the Security Incident.
5. CROSS-BORDER TRANSFERS OF CLIENT PERSONAL DATA.
   1. Cross-Border Transfers of Client Personal Data. Client authorizes Wurl and its Subprocessors to transfer Client Personal Data across international borders, including from the European Economic Area, Switzerland, and/or the United Kingdom to the United States.
   2. EEA, Swiss, and UK Standard Contractual Clauses. If Client Personal Data originating in the European Economic Area, Switzerland, and/or the United Kingdom is transferred by Client to Wurl in a country that has not been found to provide an adequate level of protection under applicable Data Protection Laws, the parties agree that the transfer shall be governed by Module Two’s obligations in the Annex to the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (“Standard Contractual Clauses”) as supplemented by Exhibit A attached hereto, the terms of which are incorporated herein by reference. Each party’s signature to this execution of the Agreement shall be considered a signature to the Standard Contractual Clauses to the extent that the Standard Contractual Clauses apply hereunder.
6. AUDITS.
   1. Client Audit or Assessment. Where Data Protection Laws afford Client an audit or assessment right, Client (or its appointed representative) may carry out an audit or assessment of Wurl’s policies, procedures, and records relevant to the Processing of Client Personal Data. Any audit or assessment must be: (i) conducted during Wurl’s regular business hours; (ii) with reasonable advance notice to Wurl; (iii) carried out in a manner that prevents unnecessary disruption to Wurl’s operations; (iv) at Client’s sole expense; and (v) subject to reasonable confidentiality procedures. In addition, any audit or assessment shall be limited to once per year, unless an audit is carried out at the direction of a government authority having proper jurisdiction.
7. CLIENT PERSONAL DATA DELETION.
   1. Data Deletion. At the expiry or termination of the Agreement, Wurl will delete all Client Personal Data (excluding any back-up or archival copies which shall be deleted in accordance with Wurl’s data retention schedule), except where Wurl is required to retain copies under applicable laws, in which case Wurl will isolate and protect that Client Personal Data from any further Processing except to the extent required by applicable laws.
8. CLIENT’S OBLIGATIONS.
   1. Client’s Obligations. Client represents and warrants that: (i) it has complied and will comply with all applicable Data Protection Laws; (ii) it will ensure that the data subjects whose Client Personal Data will be Processed in connection with the Agreement are provided with a privacy notice or similar document that clearly and accurately describes Client’s practices with respect to the Processing of Client Personal Data; (iii) it will ensure that all necessary rights, lawful bases, authorizations, consents, and licenses for the Processing of Client Personal Data as contemplated by the Agreement have been obtained and will continue to be obtained, during the term; and (iv) Wurl’s Processing of Client Personal Data in accordance with the Agreement will not violate Data Protection Laws or cause a breach of any agreement or obligations between Client and any third party.
9. DETAILS OF PROCESSING.
   1. Subject Matter. The subject matter of the Processing is the Services pursuant to the Agreement.
   2. Duration. The Processing will continue until the expiration or termination of the Agreement.
   3. Categories of Data Subjects. Client’s viewers.
   4. Nature and Purpose of the Processing. The purpose of the Processing of Client Personal Data by Wurl is the performance of the Services.
   5. Types of Client Personal Data. Client Personal Data that is Processed pursuant to the Agreement including, but not limited to, device ID and IP address.
10. CONTACT INFORMATION.
    1. Client and Wurl agree to designate a point of contact for urgent privacy and security issues (a “Designated POC”). The Designated POC for both parties are:
    • Client Designated POC: [the email address on file as the administrator for Client’s account with Wurl]
    • Wurl Designated POC: [dataprotection@wurl.com]
11. DEFINITIONS.

For the purposes of this Addendum, the following terms and those defined within the body of the Addendum apply.

1. 1. “Client Personal Data” means Personal Data Processed by Wurl on behalf of Client in providing the Services under the Agreement. Notwithstanding the foregoing, Client Personal Data does not include, and this Addendum does not govern, where Wurl acts as a Controller, including, but not limited to, any of Wurl’s performance marketing services or supply-side platform (SSP) services, (e.g., AdPool Data or any data collected via Perform).
   2. “Data Protection Laws” means the applicable data privacy, data protection, and cybersecurity laws, rules and regulations to which the Client Personal Data are subject. “Data Protection Laws” may include, but are not limited to, the California Consumer Privacy Act of 2018 (as amended by the California Privacy Rights Act) (“CCPA”); the EU General Data Protection Regulation 2016/679 (“GDPR”) and its respective national implementing legislations; the Swiss Federal Act on Data Protection; the United Kingdom General Data Protection Regulation; the United Kingdom Data Protection Act 2018; and the Virginia Consumer Data Protection Act (in each case, as amended, adopted, or superseded from time to time).
   3. “Personal Data” has the meaning assigned to the term “personal data” or “personal information” under applicable Data Protection Laws.
   4. “Process” or “Processing” means any operation or set of operations which is performed on Personal Data or sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction.
   5. “Security Incident(s)” means the breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Client Personal Data attributable to Wurl.
   6. “Services” means the services that Wurl performs under the Agreement, but excluding services where Wurl acts as a Controller, including, but not limited to, any of Wurl’s performance marketing services or supply-side platform (SSP) services, (e.g., AdPool Data or any data collected via Perform).
   7. “Subprocessor(s)” means Wurl’s authorized vendors and third-party service providers that Process Client Personal Data.

EXHIBIT A TO THE DATA PROCESSING ADDENDUM

This Exhibit A forms part of the Addendum and supplements the Standard Contractual Clauses. Capitalized terms not defined in this Exhibit A have the meaning set forth in the Addendum.

The parties agree that the following terms shall supplement the Standard Contractual Clauses:

1. Supplemental Terms. The parties agree that the following terms shall supplement the Standard Contractual Clauses: (i) a new Clause 1(e) is added the Standard Contractual Clauses which shall read: “To the extent applicable hereunder, these Clauses also apply mutatis mutandis to the Parties’ processing of personal data that is subject to the applicable data protection laws of Switzerland. Where applicable, references to EU Member State law or EU supervisory authorities shall be modified to include the appropriate reference under Swiss law as it relates to transfers of personal data that are subject to such laws.”; (ii) a new Clause 1(f) is added to the Standard Contractual Clauses which shall read: “To the extent applicable hereunder, these Clauses, as supplemented by Annex III, also apply mutatis mutandis to the Parties’ processing of personal data that is subject to UK Data Protection Laws (as defined in Annex III).”; (iii) the optional text in Clause 7 is deleted; (iv) Option 1 in Clause 9 is struck and Option 2 is kept, and data importer must notify data exporter of new subprocessors in accordance with Section 2(d) of the Addendum; (v) the optional text in Clause 11 is deleted; and (vi) in Clauses 17 and 18, the governing law and the competent courts are those of Ireland (for EEA transfers), Switzerland (for Swiss transfers), or England and Wales (for UK transfers).
2. Annex I. Annex I to the Standard Contractual Clauses shall read as followsA. List of Parties

   Data Exporter: Client

   Address: As set forth in the Notices section of the Agreement.

   Contact person’s name, position, and contact details: Client Designated POC.

   Activities relevant to the data transferred under these Clauses: The Services.

   Role: Controller.

   Data Importer: Wurl.

   Address: As set forth in the Notices section of the Agreement.

   Contact person’s name, position, and contact details: Wurl Designated POC.

   Activities relevant to the data transferred under these Clauses: The Services.

   Role: Processor.

   B. Description of the Transfer:

   Categories of data subjects whose personal data is transferred: Data exporter’s viewers.

   Categories of personal data transferred: Personal data that is transferred under the Agreement including, but not limited to, device ID and IP address.

   Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures: To the parties’ knowledge, no sensitive data is transferred.

   The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): Personal data is transferred in accordance with the standard functionality of the Services, or as otherwise agreed upon by the parties.

   Nature of the processing: The Services.

   Purpose(s) of the data transfer and further processing: The Services.

   The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: Data importer will retain personal data in accordance with the Addendum.

   For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing: To perform the Wurl Services.

   C. Competent Supervisory Authority: The supervisory authority mandated by Clause 13. If no supervisory authority is mandated by Clause 13, then the Irish Data Protection Commission (DPC), and if this is not possible, then as otherwise agreed by the parties consistent with the conditions set forth in Clause 13.

   D. Additional Data Transfer Impact Assessment Questions: Data importer agrees that the responses to the data transfer impact assessment questions below are true, complete, and accurate.

   What countries will personal data that is transferred outside of the European Economic Area, Switzerland, and/or the United Kingdom be stored in or accessed from? United States.

   Is data importer subject to any laws in a country outside of the European Economic Area, Switzerland, and/or the United Kingdom where personal data is stored or accessed from that would interfere with data importer fulfilling its obligations under the Standard Contractual Clauses? For example, FISA Section 702. If yes, please list these laws: As of the effective date of the Addendum, no court has found data importer to be eligible to receive process issued under the laws contemplated by this question, including FISA Section 702, and no such court action is pending.

   Has data importer ever received a request from public authorities for information pursuant to the laws contemplated by the question above? If yes, please explain: No.

   Has data importer ever received a request from public authorities for personal data of individuals located in European Economic Area, Switzerland, and/or the United Kingdom? If yes, please explain: No.

   E. Data Transfer Impact Assessment Outcome: Taking into account the information and obligations set forth in the Addendum and, as may be the case for a party, such party’s independent research, to the parties’ knowledge, the personal data originating in the European Economic Area, Switzerland, and/or the United Kingdom that is transferred pursuant to the Standard Contractual Clauses to a country that has not been found to provide an adequate level of protection under applicable data protection laws is afforded a level of protection that is essentially equivalent to that guaranteed by applicable data protection laws.

3. Annex II. Annex II of the Standard Contractual Clauses shall read as follows:

   Data importer shall use commercially reasonable efforts to implement and maintain appropriate technical and organizational measures designed to protect personal data in accordance with the Addendum.

   Pursuant to Clause 10(b), data importer will provide data exporter assistance with data subject requests in accordance with the Addendum.

4. Annex III. A new Annex III shall be added to the Standard Contractual Clauses and shall read as follows:

   The UK Information Commissioner’s Office International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (“UK Addendum”) is incorporated herein by reference.

   Table 1: The start date in Table 1 is the effective date of the Addendum. All other information required by Table 1 is set forth in Annex I, Section A of the Clauses.

   Table 2: The UK Addendum forms part of the version of the Approved EU SCCs which this UK Addendum is appended to including the Appendix Information, effective as of the effective date of the Addendum.

   Table 3: The information required by Table 3 is set forth in Annex I and II to the Clauses.

   Table 4: The parties agree that Importer may end the UK Addendum as set out in Section 19.

5. Clarifying Terms. The parties agree that: (i) the certification of deletion required by Clause 8.5 and Clause 16(d) of the Standard Contractual Clauses will be provided upon data exporter’s written request; (ii) the measures data importer is required to take under Clause 8.6(c) of the Standard Contractual Clauses will only cover data importer’s impacted systems; (iii) the audit described in Clause 8.9 of the Standard Contractual Clauses shall be carried out in accordance with Section 6 of the Addendum; (iv) the termination right contemplated by Clause 14(f) and Clause 16(c) of the Standard Contractual Clauses will be limited to the termination of the Standard Contractual Clauses, in which case, the corresponding processing of personal data affected by such termination shall be discontinued unless otherwise agreed by the parties; (v) unless otherwise stated by data importer, data exporter will be responsible for communicating with data subjects pursuant to Clause 15.1(a) of the Standard Contractual Clauses; (vi) the information required under Clause 15.1(c) will be provided upon data exporter’s written request; and (vii) notwithstanding anything to the contrary, data exporter will reimburse data importer for all costs and expenses incurred by data importer in connection with the performance of data importer’s obligations under Clause 15.1(b) and Clause 15.2 of the Standard Contractual Clauses without regard for any limitation of liability set forth in the Agreement.

Along with the Master Terms and Conditions available at https://www.wurl.com/terms-and-conditions/wurl-master-terms-and-conditions/, these Global Fast Pass terms and conditions for GFP Service Orders signed after May 1, 2023 (the “GFP T&Cs”) govern Client’s use and Wurl’s provisioning of the Global Fast Pass GFP services, as set forth in greater detail at https://www.wurl.com/terms-and-conditions/global-fast-pass-services-description/.  Wurl shall perform the applicable GFP services for those Channels of Client as mutually agreed to by the Parties and/or as set forth in a GFP Service Order, and subject to the Service Level Agreement attached hereto as Exhibit A and incorporated by reference.  The Agreement includes and incorporates by reference all Exhibits and Schedules attached hereto, as may be modified pursuant to the terms of the Agreement.

1. DEFINITIONS.  Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them elsewhere in the Agreement.  In addition to the other terms defined elsewhere in the Agreement and these GFP T&Cs, the following terms (including all forms, variations, and conjugations thereof) shall have the following meanings:
   1. “Ad Breaks” means the designated beginning and end of where Ad Inventory appears on a Channel or Video Programming.
   2. “Ad Inventory” means the time that is incorporated into, or which immediately precedes, or immediately follows, Video Programming, and that is used to display Ads.
   3. “Affiliates” means, in relation to Client, any entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Client (for the foregoing purposes, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of Client, whether through the ownership of voting securities or other interests, by contract or otherwise).
   4. “Assets” means those video, audio, audiovisual, graphical, text, metadata, and/or other files for the Video Programming that are delivered or made available to Wurl by or on behalf of Client.
   5. “Channel” means Video Programming, Assets, and Ad Breaks made available by Client to Wurl for distribution to Wurl Streamers on a linear basis utilizing the Wurl Services.  With the exception of variations in audio, language, or closed captioning, any variation in the Playout Stream of a Channel (e.g., changes to Video Programming, Assets, or Ad Breaks or the sequence thereof) shall constitute a new Channel and shall be billed accordingly.
   6. “Channel Drop” means the removal of a Channel’s Playout Stream.
   7. “Channel Launch” means the date Wurl enables a Channel’s Playout Stream for a Wurl Streamer, as determined by Wurl and communicated to Client.
   8. “Client Inventory” means the Ad Inventory on a Channel or Video Programming allocated to and/or controlled by Client to serve Ads.
   9. “Content Company” means a provider of audiovisual media to Streamers.
   10. “Content Rights Agreement” means a licensing agreement between a Content Company and the Wurl Streamer(s) granting the Wurl Streamer the rights necessary for Wurl to provide the Wurl Services as set forth in the Agreement.
   11. “Impression” means an Ad that Wurl inserts into the Video Programming on behalf of, or at the direction of, Client.
   12. “Ingest Specifications” means the technical specifications as set forth at https://support.wurl.com/hc/en-us/categories/360002161933-Wurl-Ingestion (which may be updated from time to time by Wurl), other specifications as communicated to Client by Wurl and/or Wurl Streamers, and specifications required by Wurl to ingest Assets and Video Programming to perform the Wurl Services set forth in these GFP T&Cs.
   13. “Initial Launch Date” means the date of the first Channel Launch under these GFP T&Cs.  In the event that Wurl already performs the GFP (or similar legacy service(s)) for Client’s Channels as of the GFP Service Order Effective Date, then the Initial Launch Date shall be the GFP Service Order Effective Date.
   14. “Playout Stream” means a video stream of a Channel that is created by Wurl for distribution to Wurl Streamers.
   15. “Restreamed Channels” means Channels programmed by Client prior to ingest by Wurl.
   16. “Scheduler” means a cloud-based service web interface that enables Client to manage and use Assets and Video Programming to schedule linear Channels, playlists, on-demand catalogs, marathons, and other curated programming structures.  Client can also use the Scheduler to manage the descriptive metadata, graphical metadata, and schedule metadata for each Asset.
   17. “Streamer” means a distributor of audiovisual media to Viewers.
   18. “Wurl Head-End Streamer” means a Wurl Streamer that is not enabled for Wurl’s Ad Insertion Services.
   19. “Wurl Originated Channels” means Channels programmed by or through the Wurl Services, including the Scheduler.
   20. “Wurl Streamer” means a Streamer for which Wurl is enabled to deliver audiovisual content from Content Companies.
2. GRANT OF RIGHTS.  Client hereby grants Wurl a non-exclusive, worldwide, royalty-free, fully paid up, non-transferable, revocable license to copy, store, manipulate, use, display and deliver mutually agreed upon Video Programming, Assets, and Channels in order to develop and perform the Wurl Services.
   1. Client shall be solely responsible (i) for the quality, integrity, accuracy, and legality of the Channels, Video Programming, Assets, and Ads and any content therein or related thereto; (ii) to ensure that the Channels, Video Programming, Assets, and Ads comply with all requirements as communicated by Wurl, including the Ingest Specifications; and (iii) for obtaining all necessary consents and authorizations from relevant Viewers and/or authorities, and complying with the applicable laws of any country where the Video Programming, Assets, and Channels are transmitted and/or received.
3. FEES.  Wurl will invoice Client for the GFP Fees after the end of each calendar month and Client shall pay all GFP Fees in accordance with the Agreement’s payment terms.  If for any reason the GFP Term expires but the Parties continue to operate hereunder, the GFP Term shall be month-to-month and month-to-month pricing shall apply.
   1. Audit Rights.  Wurl shall maintain complete and accurate records concerning its calculation of the Global Channel Distribution Fees and the Ad Insertion Fees, which records shall contain sufficient information to permit Client to confirm the accuracy of any amounts invoiced by Wurl.  Wurl shall retain such records relating to a given calendar month for at least one (1) year after the conclusion of that calendar month. Client shall have the right, once per twelve (12) month period during the GFP Term (and once within six (6) months following the conclusion of the GFP Term), at its sole cost and expense, to hire an independent, certified public accountant (that is not engaged on a contingency basis) and subject to such accountant executing a non-disclosure agreement in form and substance reasonably satisfactory to Wurl, to inspect Wurl’s records relating to the payments due hereunder, for a period not to exceed one (1) year prior to the audit commencement, to be conducted during normal business hours at Wurl’s principal offices and, upon at least thirty (30) days prior notice, for the sole purpose of verifying any reports and payments delivered pertaining to the Global Channel Distribution Fees and the Ad Insertion Fees. The Parties shall reconcile any under-billing or over-billing within sixty (60) days after the accountant delivers the results of the audit. Notwithstanding anything to the contrary in these GFP T&Cs or elsewhere in the Agreement, to the extent that Client has the right to audit Wurl for two or more Wurl Services, Client may exercise such right, as to all such audit rights, only once in any twelve (12) month period.
4. CLIENT ASSETS.  Wurl shall employ industry standard security systems and use commercially reasonable efforts to protect Client’s Video Programming and Assets from alteration, misappropriation, or other unauthorized use.  The foregoing notwithstanding, Client shall maintain appropriate security, protection and backup of its Video Programming and Assets, and Wurl shall have no liability of any kind for the deletion, destruction, loss of, or damage to, any Client information, data, Video Programming, or Assets.
5. ADDITIONAL CLIENT REPRESENTATIONS, WARRANTIES, AND COVENANTS.
   1. Client represents, warrants, and covenants to Wurl that (i) Client has entered into valid and enforceable Content Rights Agreement(s); (ii) Wurl shall have no obligation to pay any fees or licenses with respect to any Channels, Video Programming, and/or Assets; (iii) Client has enforceable rights to insert Ads into the Video Programming, Channels, and Client Inventory; (iv) Client has all necessary rights to the Video Programming and Ads as required for Client to fully perform its obligations hereunder; and (ix) the Ads do not and shall not violate any applicable laws.
   2. Client agrees that it will be solely responsible (i) to provide to Wurl one or more VAST tags (that meet Wurl’s requirements); (ii) for the supply and content of all Ads; (iii) for the supply and content of all Video Programming; and (iv) to use commercially reasonable efforts to prevent unauthorized access to or use of the Wurl Services.
   3. Client shall not authorize or permit any person or entity to re-transmit or otherwise distribute or deliver the Playout Streams created by Wurl to any third party except as authorized by this Agreement.
   4. DRM.  Client shall not, and shall not permit or authorize third parties to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the DRM; (ii) circumvent or disable any technological features or measures in the DRM; or (iii) attempt to access, remove, or alter the DRM. Client will allow Wurl to include any notices, features, or functionalities in the relevant Playout Stream that owners of the DRM solution require Wurl to implement.  Wurl is responsible solely for applying the DRM and enabling the decryption process so that Viewers can view the Channels with DRM; Wurl is not responsible for the DRM itself. Wurl and third party suppliers of the DRM make no representations or warranties with respect to the DRM including, but not limited to, the performance, functionality, or maintenance of the DRM, whether the DRM complies with any laws, or whether the DRM infringes any third-party right.  
      1. PlayReady End User Notice.  With respect to the Microsoft PlayReady DRM, Microsoft requires Wurl to include the following notice:
   5. Content owners use Microsoft PlayReady™ content access technology to protect their intellectual property, including copyrighted content. This service uses PlayReady technology to protect certain content. If the PlayReady technology fails to protect the content, content owners may require the service to restrict or prevent the delivery of protected content to specified devices or PC software applications. In certain cases, you may be required to upgrade the PlayReady technology to continue to access the service’s content. If you decline such an upgrade, you will not be able to access content that requires the upgrade.
   6. Scheduling Service.  At least three (3) months prior to the date that Client intends for the Channels receiving the Scheduling Service to be available to Viewers on the applicable Wurl Streamers (the “Playout Date”), Client shall make its Video Programming and Asset catalogue available to Wurl and thereafter the Parties shall begin content strategy discussions and development of a Video Programming schedule.  Client will cooperate and consult with Wurl as reasonably requested, and provide relevant personnel to assist Wurl with performing the Scheduling Service.  At least two (2) months prior to the Playout Date, Wurl must receive all necessary Video Programming and Assets.  Wurl will use commercially reasonable efforts to accommodate any changes Client may request to the Video Programming schedule, but in no event may change requests be made less than two (2) weeks prior to the Playout Date for any particular Channel or Video Programming.  Wurl may immediately remove Video Programming and Assets that it believes are subject to any legal prohibition or prohibited by a third-party claim, with the understanding that any such removal may impact the quality and/or continuity of the Playout Stream and Wurl shall not be responsible or liable for any such impact on the Playout Stream.
6. ANNOUNCEMENT.  On or after the Effective Date, each of Wurl and Client may announce their relationship in the form of a blog post or LinkedIn post. The post will be substantially similar to this: “[Client] and Wurl have signed an agreement for [Client] to use Wurl for the delivery of ad-supported linear Channels to [Video Service names] with Wurl ad-insertion services as part of Wurl’s Global Fast Pass, supported by Wurl’s Global Data Services.” Any further announcement shall require the mutual approval of the Parties.
7. DATA PROCESSING ADDENDUM.  When providing the GFP service, Wurl will process personal data on Client’s behalf as set forth in the Wurl Data Processing Addendum https://www.wurl.com/terms-and-conditions/, which is incorporated herein by this reference and which may be updated from time to time and at any time by Wurl by posting updates online.

Exhibit A

GLOBAL FAST PASS – SERVICE LEVEL AGREEMENT & RELATED SUPPORT

1. SERVICE LEVELS AND SUPPORT.
   1. Wurl will provide Client with two (2) sets of Client credentials for the use of Wurl’s standard web-based reporting portal.
   2. Web based support for the Wurl Services is available 24/7/365 at support.wurl.com.
2. PLAYOUT STREAM SERVICE LEVEL.  For each Channel, Wurl will provide an Uptime Percentage (as defined below) of 99.9% for the Playout Streams of a Channel, measured on an aggregate monthly basis across all Playout Streams for that Channel.  “Uptime Percentage” means, with respect to a Channel in a given month, 100 times the following ratio (computed to one decimal point): 
   1. The total number of minutes in a month, multiplied by the number of Playout Streams for that Channel in that month, minus the aggregate minutes in such month, in all Playout Streams for that Channel, where there is a Playout Stream Severity 1 level problem (for clarity, this clause shall not count Force Majeure, Internet Problems, Inventory Monetization Issues, Maintenance Window minutes, or any Severity 1 level problem caused by Client), divided by
   2. The total number of minutes in the month, multiplied by the number of Playout Streams for that Channel in that month, minus (i) the aggregate minutes in such month during which a Playout Stream Severity 1 level problem exists for such Channel, in all Playout Streams for that Channel, that is caused by Force Majeure, Inventory Monetization Issues, Internet Problems, or by Client, and (ii) up to 120 actual Maintenance Window (as defined in Section 2.4.3 hereinbelow) minutes.
   3. Certain Definitions.
      1. “Internet Problems” means outages and interruptions of the Playout Stream(s) due to technical problems that are not within the reasonable control of Wurl, including but not limited to Domain Name Service (“DNS”) errors, caching outages, routing errors, Internet performance issues, AWS services, third-party Ad insertion services, and third-party Ad server services, and other technical issues both within Client’s Internet protocol infrastructure or the Internet as a whole, including but not limited to third-party services used but not controlled by Wurl. 
      2. “Inventory Monetization Issues” means outages, interruptions, or delays related to the Ad sale, auction, or fill process that are outside of Wurl’s control. 
   4. General Support.  Wurl will provide support for the Playout Streams as set forth below:
      1. Wurl will provide support for assistance in identifying and resolving any Severity 1 and 2 problems with respect to the Playout Streams (in accordance with the Severity Levels and Response Times set forth in Sections 2.6 and 2.7 hereinbelow), and will provide standard support during regular business hours to answer questions related to operational use of the Playout Streams;
      2. Wurl will reasonably monitor the Playout Streams to determine whether Playout Streams are being provided according to the service levels of this Schedule; and
      3. Wurl will schedule upgrades and maintenance for Playout Streams during appropriate, non-peak usage hours (except in the case of emergencies) (the “Maintenance Window”).
   5. Severity Incident Levels.  When Wurl initially detects a problem with a Playout Stream, and/or when Client reports to Wurl a problem with a Playout Stream, the problem will be classified by Wurl in accordance with the following severity incident guidelines.
      

      Playout Stream Severity Incident Level	Definition
      1	Critical business impact on Client’s operations; Playout Stream is not usable.  For example, Channel is down or a closed-caption outage (represents significant exposure to the distributor and/or Client).
      2	Practical business impact or potential for impact, where Wurl Service(s) is usable but is restricted; loss of functionality.  For example, Scheduler is not accessible, audio/video sync issue.
      3	Minimal business impact where Wurl Service(s) is usable with less significant or non-critical features unavailable.  For example, specific files are not being ingested, non-critical Scheduler bugs, the problem results in documentation errors.

   6. Incident Response Service Level.  Wurl will respond to Client and provide Initial Responses, Temporary Resolutions and Final Resolutions (as defined below) in accordance with the time requirements set forth in the table below.
      

      Playout Stream Severity Incident Level	Initial Response will be provided within:	Temporary Resolution will be provided within:	Final Resolution will be provided within:
      1	1 hour from receipt of initial notice from Client, or other discovery, of a problem	8 hours from receipt of initial notice from Client, or other discovery, of a problem	5 days from receipt of initial notice from Client, or other discovery, of a problem
      2	2 hours from receipt of initial notice from Client, or other discovery, of a problem	12 hours from receipt of initial notice from Client, or other discovery, of a problem	10 days from receipt of initial notice from Client, or other discovery, of a problem
      3	8 hours from receipt of initial notice from Client, or other discovery, of a problem	2 days from receipt of initial notice from Client, or other discovery, of a problem	20 days from receipt of initial notice from Client, or other discovery, of a problem

   7. For purposes of this Section 2.7 the following definitions apply:
      1. “Initial Response” means a verbal, written, or electronic response from Wurl to Client regarding a reported or discovered problem;
      2. “Temporary Resolution” means a temporary fix or patch that has been implemented and incorporated into the Playout Stream by Wurl to restore the Playout Stream functionality to correct operation until the Final Resolution is available; and
      3. “Final Resolution” means a permanent fix that has been implemented and incorporated into the Playout Stream by Wurl to restore the Playout Stream functionality to correct operation.
3. SERVICE CREDITS.
   1. Uptime Percentage Service Level.  If Client believes that Wurl has failed to meet the Uptime Percentage identified in Section 1 hereinabove for a Channel for a particular month, Client must give Wurl written notice of the failure within three (3) months after the end of the month during which such failure occurred.  The notice shall include the affected Channel and Playout Streams, period(s) during which Playout Stream Severity 1 problems occurred and a description of the problems during those periods.  Upon verification by Wurl that Wurl failed to meet the Uptime Percentage during that month, Client shall be entitled to a credit against the portion of the Global Channel Distribution Fees associated with HOV Rate (i.e., not the per 1,000 Impression fees) for the affected Channel only, as set forth below, and in no event shall such credit exceed ten percent (10%) of the portion of the Global Channel Distribution Fees associated with HOV Fee for the affected Channel for that month:
      

      Uptime Percentage Channel-Wide	Credit (against portion of the Global Channel Distribution Fees associated with HOV Rate for such Channel)
      98% – 99.8%	5%
      97%-97.9%	7%
      95% -96.9%	8%
      Less than 95%	10%

   2. Chronic Failure to Meet Service Levels.  Subject to Section 3.3 hereinbelow, if the Uptime Percentage Service Level is missed by five percent (5%) or more for three consecutive months or for four months out of any twelve-month period (each a “Chronic Failure Event”), Client reserves the right, at its sole discretion, within thirty (30) days of the Chronic Failure Event, to drop the affected Channel.
   3. Limitations.  Wurl will have no obligation or liability for a failure to provide a Temporary Resolution or Final Resolution within the Incident Response Service Levels caused by circumstances beyond Wurl’s reasonable control or by Client or any of its Video Programming or by Client’s IT network or systems.
4. GLOBAL AD INSERTION SERVICES SERVICE LEVEL.  Wurl will use commercially reasonable efforts to ensure that the Global Ad Insertion Services functionality is available (consistent with the definition of “Advertising Services Availability,” below) for Client’s use on a particular Channel, including all applicable Playout Streams, at least 99% of the time, calculated on a calendar monthly basis.  “Advertising Services Availability” will be measured each month by adding the total number of minutes in such month that the Global Ad Insertion Services were available on a Channel, including all applicable Playout Streams, divided by the total number of minutes in such month that the Global Ad Insertion Services should have been available.  “Advertising Services Availability” will not include time that the Global Ad Insertion Services were not available for Client’s use due to a Playout Stream Severity Level and/or circumstances beyond Wurl’s reasonable control (including without limitation technical malfunctions in Client’s systems, network congestion, Force Majeure, Internet Problems, Inventory Monetization Issues, and/or Maintenance Window minutes).  If Advertising Services Availability falls below 99% in any month for a specific Channel (the “Advertising Services Availability Shortfall”), then Client will receive a credit, calculated by multiplying the (i) average Impressions per hour on the affected Channel (averaged across the three months preceding the month in which the Advertising Services Availability Shortfall occurred), by (ii) the difference between the Advertising Services Availability and 99% Advertising Services Availability for the affected month, and by (iii) the applicable Ad Insertion Fee (per 1,000 Impressions inserted into Client Inventory), as set forth in the GFP Service Order for the affected month.
   1. ISSUE RESOLUTION AND ESCALATION.  Wurl will acknowledge and respond to issues according to the Advertising Services Severity Level of the reported Issue.  Wurl will use commercially reasonable efforts to correct the reported error(s) consistent with the Advertising Services Severity Level of the issue as determined by Client.
      1. Advertising Services Severity 1, critical business impact on Client’s operations; Advertising Services are not usable.  Response Time Goal: within 2 Hours (24/7 coverage)
      2. Advertising Services Severity 2, possible business impact where Advertising Services are usable but are restricted; loss of functionality.  Response Time Goal: within 8 Hours.
      3. Advertising Services Severity 3, some possible minor business impact where Advertising Services are usable with less significant or non-critical features unavailable.  Response Time Goal: within 16 Business Hours.
      4. Advertising Services Severity 4, minimal business impact where the Issue is causing little or no impact (e.g., questions, etc.).  Response Time Goal: in a timely manner.
5. SOLE REMEDY. The service credits set forth herein are Client’s sole and exclusive remedy for any unavailability or service interruption of the Global Channel Distribution Services.  Nothing in this Schedule will be deemed to limit or obviate Client’s right to terminate the Global Channel Distribution Services otherwise set forth in the Agreement.

Along with the Master Terms and Conditions available at https://www.wurl.com/terms-and-conditions/wurl-master-terms-and-conditions/, these Global Fast Pass terms and conditions for GFP Service Orders signed after May 1, 2023 (the “GFP T&Cs”) govern Client’s use and Wurl’s provisioning of the Global Fast Pass GFP services, as set forth in greater detail at https://www.wurl.com/terms-and-conditions/global-fast-pass-services-description/.  Wurl shall perform the applicable GFP services for those Channels of Client as mutually agreed to by the Parties and/or as set forth in a GFP Service Order, and subject to the Service Level Agreement attached hereto as Exhibit A and incorporated by reference.  The Agreement includes and incorporates by reference all Exhibits and Schedules attached hereto, as may be modified pursuant to the terms of the Agreement.

1. DEFINITIONS.  Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them elsewhere in the Agreement.  In addition to the other terms defined elsewhere in the Agreement and these GFP T&Cs, the following terms (including all forms, variations, and conjugations thereof) shall have the following meanings:
   1. “Ad Breaks” means the designated beginning and end of where Ad Inventory appears on a Channel or Video Programming.
   2. “Ad Inventory” means the time that is incorporated into, or which immediately precedes, or immediately follows, Video Programming, and that is used to display Ads.
   3. “Affiliates” means, in relation to Client, any entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Client (for the foregoing purposes, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of Client, whether through the ownership of voting securities or other interests, by contract or otherwise).
   4. “Assets” means those video, audio, audiovisual, graphical, text, metadata, and/or other files for the Video Programming that are delivered or made available to Wurl by or on behalf of Client.
   5. “Channel” means Video Programming, Assets, and Ad Breaks made available by Client to Wurl for distribution to Wurl Streamers on a linear basis utilizing the Wurl Services.  With the exception of variations in audio, language, or closed captioning, any variation in the Playout Stream of a Channel (e.g., changes to Video Programming, Assets, or Ad Breaks or the sequence thereof) shall constitute a new Channel and shall be billed accordingly.
   6. “Channel Drop” means the removal of a Channel’s Playout Stream.
   7. “Channel Launch” means the date Wurl enables a Channel’s Playout Stream for a Wurl Streamer, as determined by Wurl and communicated to Client.
   8. “Client Inventory” means the Ad Inventory on a Channel or Video Programming allocated to and/or controlled by Client to serve Ads.
   9. “Content Company” means a provider of audiovisual media to Streamers.
   10. “Content Rights Agreement” means a licensing agreement between a Content Company and the Wurl Streamer(s) granting the Wurl Streamer the rights necessary for Wurl to provide the Wurl Services as set forth in the Agreement.
   11. “Impression” means an Ad that Wurl inserts into the Video Programming on behalf of, or at the direction of, Client.
   12. “Ingest Specifications” means the technical specifications as set forth at https://support.wurl.com/hc/en-us/categories/360002161933-Wurl-Ingestion (which may be updated from time to time by Wurl), other specifications as communicated to Client by Wurl and/or Wurl Streamers, and specifications required by Wurl to ingest Assets and Video Programming to perform the Wurl Services set forth in these GFP T&Cs.
   13. “Initial Launch Date” means the date of the first Channel Launch under these GFP T&Cs.  In the event that Wurl already performs the GFP (or similar legacy service(s)) for Client’s Channels as of the GFP Service Order Effective Date, then the Initial Launch Date shall be the GFP Service Order Effective Date.
   14. “Playout Stream” means a video stream of a Channel that is created by Wurl for distribution to Wurl Streamers.
   15. “Restreamed Channels” means Channels programmed by Client prior to ingest by Wurl.
   16. “Scheduler” means a cloud-based service web interface that enables Client to manage and use Assets and Video Programming to schedule linear Channels, playlists, on-demand catalogs, marathons, and other curated programming structures.  Client can also use the Scheduler to manage the descriptive metadata, graphical metadata, and schedule metadata for each Asset.
   17. “Streamer” means a distributor of audiovisual media to Viewers.
   18. “Wurl Head-End Streamer” means a Wurl Streamer that is not enabled for Wurl’s Ad Insertion Services.
   19. “Wurl Originated Channels” means Channels programmed by or through the Wurl Services, including the Scheduler.
   20. “Wurl Streamer” means a Streamer for which Wurl is enabled to deliver audiovisual content from Content Companies.
2. GRANT OF RIGHTS.  Client hereby grants Wurl a non-exclusive, worldwide, royalty-free, fully paid up, non-transferable, revocable license to copy, store, manipulate, use, display and deliver mutually agreed upon Video Programming, Assets, and Channels in order to develop and perform the Wurl Services.
   1. Client shall be solely responsible (i) for the quality, integrity, accuracy, and legality of the Channels, Video Programming, Assets, and Ads and any content therein or related thereto; (ii) to ensure that the Channels, Video Programming, Assets, and Ads comply with all requirements as communicated by Wurl, including the Ingest Specifications; and (iii) for obtaining all necessary consents and authorizations from relevant Viewers and/or authorities, and complying with the applicable laws of any country where the Video Programming, Assets, and Channels are transmitted and/or received.
3. FEES.  Wurl will invoice Client for the GFP Fees after the end of each calendar month and Client shall pay all GFP Fees in accordance with the Agreement’s payment terms.  If for any reason the GFP Term expires but the Parties continue to operate hereunder, the GFP Term shall be month-to-month and month-to-month pricing shall apply.
   1. Audit Rights.  Wurl shall maintain complete and accurate records concerning its calculation of the Global Channel Distribution Fees and the Ad Insertion Fees, which records shall contain sufficient information to permit Client to confirm the accuracy of any amounts invoiced by Wurl.  Wurl shall retain such records relating to a given calendar month for at least one (1) year after the conclusion of that calendar month. Client shall have the right, once per twelve (12) month period during the GFP Term (and once within six (6) months following the conclusion of the GFP Term), at its sole cost and expense, to hire an independent, certified public accountant (that is not engaged on a contingency basis) and subject to such accountant executing a non-disclosure agreement in form and substance reasonably satisfactory to Wurl, to inspect Wurl’s records relating to the payments due hereunder, for a period not to exceed one (1) year prior to the audit commencement, to be conducted during normal business hours at Wurl’s principal offices and, upon at least thirty (30) days prior notice, for the sole purpose of verifying any reports and payments delivered pertaining to the Global Channel Distribution Fees and the Ad Insertion Fees. The Parties shall reconcile any under-billing or over-billing within sixty (60) days after the accountant delivers the results of the audit. Notwithstanding anything to the contrary in these GFP T&Cs or elsewhere in the Agreement, to the extent that Client has the right to audit Wurl for two or more Wurl Services, Client may exercise such right, as to all such audit rights, only once in any twelve (12) month period.
4. CLIENT ASSETS.  Wurl shall employ industry standard security systems and use commercially reasonable efforts to protect Client’s Video Programming and Assets from alteration, misappropriation, or other unauthorized use.  The foregoing notwithstanding, Client shall maintain appropriate security, protection and backup of its Video Programming and Assets, and Wurl shall have no liability of any kind for the deletion, destruction, loss of, or damage to, any Client information, data, Video Programming, or Assets.
5. ADDITIONAL CLIENT REPRESENTATIONS, WARRANTIES, AND COVENANTS.
   1. Client represents, warrants, and covenants to Wurl that (i) Client has entered into valid and enforceable Content Rights Agreement(s); (ii) Wurl shall have no obligation to pay any fees or licenses with respect to any Channels, Video Programming, and/or Assets; (iii) Client has enforceable rights to insert Ads into the Video Programming, Channels, and Client Inventory; (iv) Client has all necessary rights to the Video Programming and Ads as required for Client to fully perform its obligations hereunder; and (ix) the Ads do not and shall not violate any applicable laws.
   2. Client agrees that it will be solely responsible (i) to provide to Wurl one or more VAST tags (that meet Wurl’s requirements); (ii) for the supply and content of all Ads; (iii) for the supply and content of all Video Programming; and (iv) to use commercially reasonable efforts to prevent unauthorized access to or use of the Wurl Services.
   3. Client shall not authorize or permit any person or entity to re-transmit or otherwise distribute or deliver the Playout Streams created by Wurl to any third party except as authorized by this Agreement.
   4. DRM.  Client shall not, and shall not permit or authorize third parties to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the DRM; (ii) circumvent or disable any technological features or measures in the DRM; or (iii) attempt to access, remove, or alter the DRM. Client will allow Wurl to include any notices, features, or functionalities in the relevant Playout Stream that owners of the DRM solution require Wurl to implement.  Wurl is responsible solely for applying the DRM and enabling the decryption process so that Viewers can view the Channels with DRM; Wurl is not responsible for the DRM itself. Wurl and third party suppliers of the DRM make no representations or warranties with respect to the DRM including, but not limited to, the performance, functionality, or maintenance of the DRM, whether the DRM complies with any laws, or whether the DRM infringes any third-party right.  
      1. PlayReady End User Notice.  With respect to the Microsoft PlayReady DRM, Microsoft requires Wurl to include the following notice:
   5. Content owners use Microsoft PlayReady™ content access technology to protect their intellectual property, including copyrighted content. This service uses PlayReady technology to protect certain content. If the PlayReady technology fails to protect the content, content owners may require the service to restrict or prevent the delivery of protected content to specified devices or PC software applications. In certain cases, you may be required to upgrade the PlayReady technology to continue to access the service’s content. If you decline such an upgrade, you will not be able to access content that requires the upgrade.
   6. Scheduling Service.  At least three (3) months prior to the date that Client intends for the Channels receiving the Scheduling Service to be available to Viewers on the applicable Wurl Streamers (the “Playout Date”), Client shall make its Video Programming and Asset catalogue available to Wurl and thereafter the Parties shall begin content strategy discussions and development of a Video Programming schedule.  Client will cooperate and consult with Wurl as reasonably requested, and provide relevant personnel to assist Wurl with performing the Scheduling Service.  At least two (2) months prior to the Playout Date, Wurl must receive all necessary Video Programming and Assets.  Wurl will use commercially reasonable efforts to accommodate any changes Client may request to the Video Programming schedule, but in no event may change requests be made less than two (2) weeks prior to the Playout Date for any particular Channel or Video Programming.  Wurl may immediately remove Video Programming and Assets that it believes are subject to any legal prohibition or prohibited by a third-party claim, with the understanding that any such removal may impact the quality and/or continuity of the Playout Stream and Wurl shall not be responsible or liable for any such impact on the Playout Stream.
6. ANNOUNCEMENT.  On or after the Effective Date, each of Wurl and Client may announce their relationship in the form of a blog post or LinkedIn post. The post will be substantially similar to this: “[Client] and Wurl have signed an agreement for [Client] to use Wurl for the delivery of ad-supported linear Channels to [Video Service names] with Wurl ad-insertion services as part of Wurl’s Global Fast Pass, supported by Wurl’s Global Data Services.” Any further announcement shall require the mutual approval of the Parties.
7. DATA PROCESSING ADDENDUM.  When providing the GFP service, Wurl will process personal data on Client’s behalf as set forth in the Wurl Data Processing Addendum https://www.wurl.com/terms-and-conditions/, which is incorporated herein by this reference and which may be updated from time to time and at any time by Wurl by posting updates online.

Exhibit A

GLOBAL FAST PASS – SERVICE LEVEL AGREEMENT & RELATED SUPPORT

1. SERVICE LEVELS AND SUPPORT.
   1. Wurl will provide Client with two (2) sets of Client credentials for the use of Wurl’s standard web-based reporting portal.
   2. Web based support for the Wurl Services is available 24/7/365 at support.wurl.com.
2. PLAYOUT STREAM SERVICE LEVEL.  For each Channel, Wurl will provide an Uptime Percentage (as defined below) of 99.9% for the Playout Streams of a Channel, measured on an aggregate monthly basis across all Playout Streams for that Channel.  “Uptime Percentage” means, with respect to a Channel in a given month, 100 times the following ratio (computed to one decimal point): 
   1. The total number of minutes in a month, multiplied by the number of Playout Streams for that Channel in that month, minus the aggregate minutes in such month, in all Playout Streams for that Channel, where there is a Playout Stream Severity 1 level problem (for clarity, this clause shall not count Force Majeure, Internet Problems, Inventory Monetization Issues, Maintenance Window minutes, or any Severity 1 level problem caused by Client), divided by
   2. The total number of minutes in the month, multiplied by the number of Playout Streams for that Channel in that month, minus (i) the aggregate minutes in such month during which a Playout Stream Severity 1 level problem exists for such Channel, in all Playout Streams for that Channel, that is caused by Force Majeure, Inventory Monetization Issues, Internet Problems, or by Client, and (ii) up to 120 actual Maintenance Window (as defined in Section 2.4.3 hereinbelow) minutes.
   3. Certain Definitions.
      1. “Internet Problems” means outages and interruptions of the Playout Stream(s) due to technical problems that are not within the reasonable control of Wurl, including but not limited to Domain Name Service (“DNS”) errors, caching outages, routing errors, Internet performance issues, AWS services, third-party Ad insertion services, and third-party Ad server services, and other technical issues both within Client’s Internet protocol infrastructure or the Internet as a whole, including but not limited to third-party services used but not controlled by Wurl. 
      2. “Inventory Monetization Issues” means outages, interruptions, or delays related to the Ad sale, auction, or fill process that are outside of Wurl’s control. 
   4. General Support.  Wurl will provide support for the Playout Streams as set forth below:
      1. Wurl will provide support for assistance in identifying and resolving any Severity 1 and 2 problems with respect to the Playout Streams (in accordance with the Severity Levels and Response Times set forth in Sections 2.6 and 2.7 hereinbelow), and will provide standard support during regular business hours to answer questions related to operational use of the Playout Streams;
      2. Wurl will reasonably monitor the Playout Streams to determine whether Playout Streams are being provided according to the service levels of this Schedule; and
      3. Wurl will schedule upgrades and maintenance for Playout Streams during appropriate, non-peak usage hours (except in the case of emergencies) (the “Maintenance Window”).
   5. Severity Incident Levels.  When Wurl initially detects a problem with a Playout Stream, and/or when Client reports to Wurl a problem with a Playout Stream, the problem will be classified by Wurl in accordance with the following severity incident guidelines.
      

      Playout Stream Severity Incident Level	Definition
      1	Critical business impact on Client’s operations; Playout Stream is not usable.  For example, Channel is down or a closed-caption outage (represents significant exposure to the distributor and/or Client).
      2	Practical business impact or potential for impact, where Wurl Service(s) is usable but is restricted; loss of functionality.  For example, Scheduler is not accessible, audio/video sync issue.
      3	Minimal business impact where Wurl Service(s) is usable with less significant or non-critical features unavailable.  For example, specific files are not being ingested, non-critical Scheduler bugs, the problem results in documentation errors.

   6. Incident Response Service Level.  Wurl will respond to Client and provide Initial Responses, Temporary Resolutions and Final Resolutions (as defined below) in accordance with the time requirements set forth in the table below.
      

      Playout Stream Severity Incident Level	Initial Response will be provided within:	Temporary Resolution will be provided within:	Final Resolution will be provided within:
      1	1 hour from receipt of initial notice from Client, or other discovery, of a problem	8 hours from receipt of initial notice from Client, or other discovery, of a problem	5 days from receipt of initial notice from Client, or other discovery, of a problem
      2	2 hours from receipt of initial notice from Client, or other discovery, of a problem	12 hours from receipt of initial notice from Client, or other discovery, of a problem	10 days from receipt of initial notice from Client, or other discovery, of a problem
      3	8 hours from receipt of initial notice from Client, or other discovery, of a problem	2 days from receipt of initial notice from Client, or other discovery, of a problem	20 days from receipt of initial notice from Client, or other discovery, of a problem

   7. For purposes of this Section 2.7 the following definitions apply:
      1. “Initial Response” means a verbal, written, or electronic response from Wurl to Client regarding a reported or discovered problem;
      2. “Temporary Resolution” means a temporary fix or patch that has been implemented and incorporated into the Playout Stream by Wurl to restore the Playout Stream functionality to correct operation until the Final Resolution is available; and
      3. “Final Resolution” means a permanent fix that has been implemented and incorporated into the Playout Stream by Wurl to restore the Playout Stream functionality to correct operation.
3. SERVICE CREDITS.
   1. Uptime Percentage Service Level.  If Client believes that Wurl has failed to meet the Uptime Percentage identified in Section 1 hereinabove for a Channel for a particular month, Client must give Wurl written notice of the failure within three (3) months after the end of the month during which such failure occurred.  The notice shall include the affected Channel and Playout Streams, period(s) during which Playout Stream Severity 1 problems occurred and a description of the problems during those periods.  Upon verification by Wurl that Wurl failed to meet the Uptime Percentage during that month, Client shall be entitled to a credit against the portion of the Global Channel Distribution Fees associated with HOV Rate (i.e., not the per 1,000 Impression fees) for the affected Channel only, as set forth below, and in no event shall such credit exceed ten percent (10%) of the portion of the Global Channel Distribution Fees associated with HOV Fee for the affected Channel for that month:
      

      Uptime Percentage Channel-Wide	Credit (against portion of the Global Channel Distribution Fees associated with HOV Rate for such Channel)
      98% – 99.8%	5%
      97%-97.9%	7%
      95% -96.9%	8%
      Less than 95%	10%

   2. Chronic Failure to Meet Service Levels.  Subject to Section 3.3 hereinbelow, if the Uptime Percentage Service Level is missed by five percent (5%) or more for three consecutive months or for four months out of any twelve-month period (each a “Chronic Failure Event”), Client reserves the right, at its sole discretion, within thirty (30) days of the Chronic Failure Event, to drop the affected Channel.
   3. Limitations.  Wurl will have no obligation or liability for a failure to provide a Temporary Resolution or Final Resolution within the Incident Response Service Levels caused by circumstances beyond Wurl’s reasonable control or by Client or any of its Video Programming or by Client’s IT network or systems.
4. GLOBAL AD INSERTION SERVICES SERVICE LEVEL.  Wurl will use commercially reasonable efforts to ensure that the Global Ad Insertion Services functionality is available (consistent with the definition of “Advertising Services Availability,” below) for Client’s use on a particular Channel, including all applicable Playout Streams, at least 99% of the time, calculated on a calendar monthly basis.  “Advertising Services Availability” will be measured each month by adding the total number of minutes in such month that the Global Ad Insertion Services were available on a Channel, including all applicable Playout Streams, divided by the total number of minutes in such month that the Global Ad Insertion Services should have been available.  “Advertising Services Availability” will not include time that the Global Ad Insertion Services were not available for Client’s use due to a Playout Stream Severity Level and/or circumstances beyond Wurl’s reasonable control (including without limitation technical malfunctions in Client’s systems, network congestion, Force Majeure, Internet Problems, Inventory Monetization Issues, and/or Maintenance Window minutes).  If Advertising Services Availability falls below 99% in any month for a specific Channel (the “Advertising Services Availability Shortfall”), then Client will receive a credit, calculated by multiplying the (i) average Impressions per hour on the affected Channel (averaged across the three months preceding the month in which the Advertising Services Availability Shortfall occurred), by (ii) the difference between the Advertising Services Availability and 99% Advertising Services Availability for the affected month, and by (iii) the applicable Ad Insertion Fee (per 1,000 Impressions inserted into Client Inventory), as set forth in the GFP Service Order for the affected month.
   1. ISSUE RESOLUTION AND ESCALATION.  Wurl will acknowledge and respond to issues according to the Advertising Services Severity Level of the reported Issue.  Wurl will use commercially reasonable efforts to correct the reported error(s) consistent with the Advertising Services Severity Level of the issue as determined by Client.
      1. Advertising Services Severity 1, critical business impact on Client’s operations; Advertising Services are not usable.  Response Time Goal: within 2 Hours (24/7 coverage)
      2. Advertising Services Severity 2, possible business impact where Advertising Services are usable but are restricted; loss of functionality.  Response Time Goal: within 8 Hours.
      3. Advertising Services Severity 3, some possible minor business impact where Advertising Services are usable with less significant or non-critical features unavailable.  Response Time Goal: within 16 Business Hours.
      4. Advertising Services Severity 4, minimal business impact where the Issue is causing little or no impact (e.g., questions, etc.).  Response Time Goal: in a timely manner.
5. SOLE REMEDY. The service credits set forth herein are Client’s sole and exclusive remedy for any unavailability or service interruption of the Global Channel Distribution Services.  Nothing in this Schedule will be deemed to limit or obviate Client’s right to terminate the Global Channel Distribution Services otherwise set forth in the Agreement.

1. 1. Global Channel Management Services: Set forth below are collectively the “Global Channel Management Services”.RESTREAMED CHANNELS: For Restreamed Channels, Wurl shall provide one or more of the following services, as applicable and available:
      • Client onboarding support
        • Wurl stream certification
      • Channel operations support
      • Access to Wurl data portal

Electronic programming guide (“EPG”) metadata ingest, normalization, and delivery to Streamer

• Gracenote integration to create EPG
• EPG API (if not using GracenoteEPG)

• Ad marker normalization
• Optional VTT (video text tracks) generation from 608 captions

Optional Service Add-On:

• Live transcoding

WURL ORIGINATED CHANNELS: For Wurl Originated Channels, Wurl shall provide one or more of the following services, as applicable and available:

• Asset onboarding
• Video Programming and Asset ingest
• Asset transcoding and storage (provided that the volume of transcoding does not become financially or operationally burdensome for Wurl)
• Closed captioning integration (but not creation)
• Cloud-based Scheduler and content management system
• EPG generation
• Playout stream origination and certification
• Advanced graphics, including Channel bug
• Multi-language support
• VOD support
• Wurl data portal
• Scheduler training
• Channel operation support
• 24/7 support, including support portal
• Ad and stream performance monitoring

Optional Service Add-Ons:

• DRM (may be available on certain Restreamed Channels – subject to availability by Wurl)

Wurl shall apply digital rights management (“DRM”) as requested by the applicable Wurl Streamer (e.g., Google Widevine, Microsoft PlayReady, or Apple Fairplay). When a Viewer requests playout of a Channel with DRM, Wurl shall provide a license acquisition URL and an authentication token to the applicable Wurl Streamer via EPG metadata or via a secure S3 bucket operated by Wurl. Wurl will register each Wurl Streamer listed above with Wurl’s token generation system and ensure that the correct DRM licenses are being requested, generated, and passed back to Wurl Streamers so that the Viewers on such Wurl Streamer can decrypt and playback the stream.

1. 1. LIVE EVENT STREAMING
      • Ability to switch to a live feed via the Scheduler user interface
      • Live event stream preview
      • On air monitoring capability
      • Ad insertion functionality
      • Scheduled live event functionality
      • Emergency failover to backup assets on input live event stream failure
   2. SCHEDULING SERVICE
      • Dedicated Scheduler and Channel management team
      • Video Programming and Asset preparation, formatting, and upload into Playout Stream(s), based on schedules as communicated by Client to Wurl in writing
      • Metadata management
      • Ad load management
      • Data driven content strategy (powered by comparative genre data, geo, daypart watch patterns) for Channel(s) to optimize genre, demographic, and behavioral viewing
        • Ongoing Video Programming and Asset management and refresh on a quarterly basis, including analysis of Channel performance and content strategy refinement
      • Launch planning
      • Content rights management, including aligning Video Programming schedules with corresponding Video Programming and Asset availability periods, as communicated from Client to Wurl in writing

1. 1. Global Channel Distribution Services: Set forth below are collectively the “Global Channel Distribution Services”.
      • Channel/Playout Stream delivery to Wurl Streamers (subject to Wurl Streamer acceptance) and EPG integration
      • Support for the Playout Streams as set forth in the SLA
      • Proactive monitoring/alarming for streaming and advertising
      • EPG delivery
      • Channel Launches/Drops. Client must request a Channel Launch or Channel Drop with at least ninety (90) days’ advance written notice to Wurl. Upon a Channel Launch request, Wurl and Client shall work together in good faith to determine a date for the Channel Launch, which shall be subject to a) Wurl Streamer approval and cooperation and b) Client providing reasonable cooperation to Wurl including but not limited to providing Wurl with all Assets and Video Programming in compliance with the Ingest Specifications.

1. 1. Global Ad Insertion Services: Set forth below are collectively the “Global Ad Insertion Services”.Subject to compliance by third-party ad servers, SSPs, and DSPs, as applicable, Wurl shall provide its end-to-end solution for the targeting, insertion and measurement of video advertising in streaming video content, whether such content is made available on an on-demand or scheduled linear streaming basis for Client Inventory. The Global Ad Insertion Services include a real-time server-side advertising routing service that dynamically routes Ad requests among Ad servers that are controlled and managed by Client, Buyers, and/or third parties.Wurl will use commercially reasonable efforts to provide Client the Global Ad Insertion Services for the Client Inventory including (i) integration with the Client’s advertising decisioning servers and (ii) inserting the Ads into a linear Channel or on-demand Video Programming with the Ads at time sequences identified by Ad markers as defined and provided by Client. Wurl shall be the exclusive provider of ad insertion services for all Inventory on any Video Programming or Channels it licenses or syndicates to Client via (e.g., via Wurl’s Syndication Services).

1. Global Data Services: Set forth below are collectively the “Global Data Services”.
   1. Data Analytics:
      • Ad analytics
      • Daily updates of Ad performance and Viewer engagement
      • Aggregation of transactional and behavioral data from GFP
      • Granular viewership and monetization data
   2. Data Firehose: Aggregate Channel-level data delivered for BI systems and dashboards (such as Tableau, looker, etc.), with data delivery to AWS S3 or Snowflake databases.
   3. Data Insights:
      • Comparative genre data vs. other Channels on Wurl network
      • Viewer demographic and geographic data
      • Viewer overlap across Channels
      • Viewer interest by genre
      • Channel performance by Streamer
      • Daypart watch patterns
      • Content performance

These Additional Terms and Conditions for Scheduling Services (these “Scheduling Additional Terms and Conditions”) apply to Client’s use of the Scheduling Services.  The Agreement includes and incorporates by reference the Exhibits and Schedules attached hereto, as may be modified pursuant to the terms of the Agreement.  Subject to a mutually executed Order Form, Client may order one or more of the services set forth below:

1. DEFINITIONS.  Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them elsewhere in the Agreement.  In addition to the other terms defined elsewhere in the Agreement and these Scheduling Additional Terms and Conditions, the following terms (including all forms, variations and conjugations thereof) shall have the following meanings:
   1. “Ad Breaks” mean the designated beginning and end of where Ad Inventory appears on a Channel or Video Programming. 
   2. “Ad Inventory” means the time that is incorporated into, or which immediately precedes, or immediately follows, Video Programming, and which is used to display Ads.
   3. “Assets” means those video, audio, audiovisual, graphical, text, metadata and/or other files for the Video Programming that are delivered to Wurl by or on behalf of Client.
   4. “Channel” means Video Programming and associated Assets owned, controlled, distributed, and made available hereunder by Client to Viewers on a linear basis utilizing the Wurl Services, where such linear offering bears the Client’s and/or the Video Programming’s proprietary brand. 
   5. “Channel Feed” means the schedule of Video Programming, Assets, and Ad Breaks for a Channel.  Any new schedule of a Channel with a variation in Video Programming, Assets, and/or Ad Breaks constitutes a unique and separate Channel Feed.  
   6. “Playout Stream” means the video stream of a Channel Feed that is created by Wurl for distribution to Wurl Streamers, subject to executed Order Forms.  As set forth in the applicable Order Forms, Wurl will create a unique Playout Stream for each Wurl Streamer. 
   7. “Streamer” means a distributor of audiovisual media to Viewers.
2. SCHEDULING SERVICE.  The Wurl “Scheduling Service” is Wurl’s Channel and Video Programming Scheduler management and implementation service where Wurl creates a schedule of Video Programming and Assets for a Channel Feed based on a schedule created and provided by Client (“Video Programming Schedule”).
   1. Scheduling Service Overview.  The Wurl Scheduling Service includes the following services:
      1. Management of Video Programming and Assets, as received from Client;
      2. Video Programming and Asset preparation, formatting, and upload into Playout Stream(s), based on schedules as communicated by Client to Wurl in writing; 
      3. Metadata management; and
      4. Ad load management.
   2. Client Dependencies.
      1. For all Video Programming and Assets Client submits to Wurl under these Scheduling Additional Terms and Conditions, Client shall ensure that, at least two (2) months prior to the Playout Date:
         1. Client provides Wurl with the Video Programming Schedule; and
         2. Wurl receives (either from Client directly or third parties, as applicable) all required Video Programming and Assets in the required format.  
         3. “Playout Date” means the date Video Programming and Assets provided under these Scheduling Additional Terms and Conditions are first made available to Viewers. 
      2. Wurl will use commercially reasonable efforts to accommodate any changes Client may request to the Video Programming Schedule, but in no event may change requests be made less than two (2) weeks prior to the relevant Playout Date.  Notwithstanding the foregoing, Wurl may immediately remove Video Programming and/or Assets that it believes are subject to any legal prohibition or prohibited by a third-party claim, with the understanding that any such removal may impact the quality and/or continuity of the Playout Stream and Wurl shall not be responsible or liable for any such impact on the Playout Stream.  
      3. Client shall be responsible for all third-party sourcing costs.
      4. Client shall provide all reasonable cooperation to Wurl’s performance of the Scheduling Service. Client is responsible for complying with Streamer scheduling and refresh of content requirements.   
      5. Wurl makes no representations, warranties, or covenants as to any performance or monetization related to the Scheduling Service and cannot guarantee any Playout Date. 
3. WURL SCHEDULING PLUS SERVICE.  The Wurl “Scheduling Plus Service” is an advanced content research, optimization, and deployment strategy service.  The Scheduling Plus Service provides Client with an optimized content strategy designed to maximize HOV, Viewer engagement, and monetization.  
   1. The Wurl Scheduling Plus Service includes the Wurl Scheduling Service, subject to all of the Client dependencies set forth therein, as well as the following additional services:
      1. Content strategy for Channel(s) and/or Channel Feed(s).
      2. Launch planning.
      3. Content rights management, including aligning Video Programming Schedules with corresponding Video Programming and Asset availability periods, as communicated from Client to Wurl in writing.
      4. Audience and Wurl Streamer focused channel and line-up creation.
      5. Strategic content curation.
      6. Scheduling methodology design.
      7. Wurl Streamer selection.
      8. Video Programming Schedule and content review to analyze performance.  
      9. Ongoing Video Programming and Asset management and refresh on a quarterly basis, including analysis of Channel Feed’s performance and content strategy refinement.
   2. Client Dependencies.
      1. At least three (3) months prior to the Playout Date, Client shall make its Video Programming and Asset catalogue available to Wurl and, thereafter, the Parties shall begin content strategy discussions and development of a Video Programming Schedule.  
      2. Client will cooperate and consult with Wurl as reasonably requested, and provide relevant personnel to assist Wurl with performing the Scheduling Plus Service.
      3. At least two (2) months prior to the Playout Date, Wurl must receive all necessary Video Programming and Assets either from Client directly or third parties, as applicable, for the agreed upon Video Programming Schedule.
      4. Wurl will use commercially reasonable efforts to accommodate any changes Client may request to the Video Programming Schedule, but in no event may change requests be made less than two (2) weeks prior to the Playout Date.  Notwithstanding the foregoing, Wurl may immediately remove Video Programming and Assets that it believes are subject to any legal prohibition or prohibited by a third-party claim, with the understanding that any such removal may impact the quality and/or continuity of the Playout Stream and Wurl shall not be responsible or liable for any such impact on the Playout Stream. 

These Additional Terms and Conditions for Content Company Syndication Services (these “Content Company Syndication Services Additional Terms and Conditions”) apply to Client’s use of the Syndication Services.

1. DEFINITIONS. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them elsewhere in the Agreement. In addition to the other terms defined elsewhere in the Agreement, the following terms (including all forms, variations and conjugations thereof) shall have the following meanings:
   1. “Ad Inventory” means the time that is incorporated into, which immediately precedes, immediately follows, or is simultaneously displayed with the Video Programming, and which is used to display Ads.
   2. “Assets” means those video, audio, audiovisual, graphical, text, metadata and/or other files that are delivered to Wurl by or on behalf of Client that are related, ancillary, and/or necessary for the Syndicated Content to be Syndicated.
   3. “Channel” means Video Programming and associated Assets owned, controlled, distributed, and/or made available to Viewers on a linear basis.
   4. “Ingest Specifications” means the technical specifications as set forth at https://support.wurl.com/hc/en-us/categories/360002161933-Wurl-Ingestion (which may be updated from time to time by Wurl), and such other specifications as communicated to Client by Wurl and/or Wurl Streamers related to the ingest, playout, and related requirements for Syndicated Content.
   5. “License Period” means the time period for which Wurl is entitled to Syndicate the Syndicated Content.  
   6. “Streamer” means a distributor of audiovisual media to Viewers.
   7. “Syndicated Channel” means (i) a Channel owned, operated, and/or created by Client or (ii) a Channel created by Wurl from Syndicated Video Programming, and, in either instance, for which Wurl has the right to perform the Syndication Services pursuant to an Order Form(s) or as otherwise agreed to by the Parties in writing.
   8. “Syndicated Content” means a Syndicated Channel, Syndicated Video Programming, and/or Assets.
   9. “Syndicated Video Programming” means Video Programming for which Wurl has the right to perform the Syndication Services, as set forth in the applicable Order Form(s) or as otherwise agreed to by the Parties in writing.
   10. “Syndication” or “Syndicate” means Wurl’s performance of some or all of the Syndication Services (in part or in whole) for Syndicated Content.
   11. “Syndication Services” means (i) the licensing, sublicensing, display, exhibition, distribution, monetization, and related services for a Syndicated Content on a linear basis (i.e., where the Viewer does not select the ordering of Video Programming) and/or an on-demand basis (i.e., where the Viewer selects individual videos for viewing on-demand); (ii) the promotion, marketing, and advertising of the Syndicated Content including, without limitation, using marketing materials provided by Client; (iii) creation of, insertion into, and/or sale of Ads into the Ad Inventory using any means, media, methods or processes, whether now known or hereafter devised; and (iv) creation of a Syndicated Channel(s) from Video Programming and Assets.
   12. “Territory” means those countries and regions where Wurl is authorized by Client to perform the Syndication Services for Syndicated Content.
   13. “Wurl Streamer” means a Streamer for which Wurl is enabled to deliver audiovisual content.
   14. “Wurl Syndication Streamer” means a Wurl Streamer with which Wurl has a Syndication agreement.
2. GRANT OF RIGHTS. Client hereby licenses and grants to Wurl the non-exclusive, paid-up, royalty-free, sublicensable, right and license, but not the obligation, throughout the License Period and within the Territory, to: (a) perform, and as applicable, sublicense the right to third parties to perform, the Syndication Services on Syndicated Content; and (b) use the necessary technology (e.g., encoding, transcription, packeting, manipulating), including all means, media, methods or processes, whether now known or hereafter devised, to deliver the Syndicated Content to Wurl Streamers as mutually agreed to by the Parties, subject to Wurl Streamer acceptance. Wurl shall own and have all rights to any data collected through its performance of the Syndication Services.
3. CLIENT DEPENDENCIES.
   1. Client shall (via Order Forms or as otherwise agreed to by the Parties) inform Wurl of the Syndicated Content it authorizes for Syndication, the authorized applicable Wurl Streamer(s), License Period(s), and Territory, along with any other information requested by Wurl.
   2. At Client’s sole cost and expense, Client shall ensure the Syndicated Content provided to Wurl complies with the Ingest Specifications, including but not limited to, Ad Inventory, Ad breaks, refresh requirements, timelines, or other technical specifications as communicated and/or made available by Wurl.
   3. Client shall be solely responsible for any and all fees, costs and expenses incurred by Client in connection with the creation, curation, assembly, license fees, development and/or distribution of the Syndicated Content and compliance with the Ingest Specifications.
   4. Client shall provide Wurl with marketing materials sufficient to promote the Syndicated Content and in a format that complies with Ingest Specifications.
4. REPRESENTATIONS AND WARRANTIES. Client represents, warrants and covenants to Wurl that: (i) Client has all necessary rights to the Syndicated Content as required for Client to fully perform its obligations hereunder and for Wurl to perform the Syndication Services; (ii) Client has enforceable rights to create a Channel (and for Wurl to create a Syndicated Channel) from Syndicated Video Programming, insert Ads into the Syndicated Content, and monetize the Syndicated Content, and grant such rights to Wurl as applicable; (iii) Client shall comply with all obligations regarding all name, likeness, voice and biographical restrictions and obligations, obligations to accord credit in connection with the exploitation of the Syndicated Content, other third-party restrictions, any and all third-party intellectual property rights, and/or obligations of which Wurl notifies Client in writing; (iv) Client has and/or will obtain all third-party and/or governmental clearances, consents, permissions and licenses necessary in connection with Wurl’s performance of the Wurl Services, including, without limitation, (a) with respect to the use of any copyrighted, patented, trademarked, or otherwise owned or protected materials, and (b) that it has paid or will pay any and all applicable guild fees and for any and all residuals, synchronization fees, payments, fees, royalties, and/or music performance licenses, (e.g., BMI, ASCAP, SESAC) including, without limitation, through-to-the-viewer music performance rights; and (v) the Syndicated Content does not contain any legally obscene material and/or contain any software viruses, Trojan horses, worms, or any other computer code, files or programs designed to interrupt, limit or destroy the functionality of any computer software, hardware or telecommunications system.
5. REMOVAL. If Client receives a claim alleging that it does not have, or if Client ceases to have, the rights necessary to authorize Wurl to perform the Syndication Services for any Syndicated Content, or if Client receives any other claim or regulatory or governmental inquiry based on the Syndicated Content, such as defamation, invasion of privacy or obscenity laws (“Syndicated Content Rights Issue”), Client shall be solely responsible for informing Wurl of such Syndicated Content Rights Issue and Client may request that the Syndicated Channel or applicable Syndicated Video Programming be removed, and Wurl will use commercially reasonable efforts to comply with such request. Wurl, at any time and in its sole discretion, reserves the right to suspend or cease distributing any Syndicated Channel or any Syndicated Video Programming for any reason.

These Additional Terms and Conditions for Streamer Syndication Services (these “Streamer Syndication Services Additional Terms and Conditions”) apply to Client’s use of the Streamer Syndication Services.

1. DEFINITIONS.  All defined terms used herein shall include all forms, variations and conjugations thereof.  Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them elsewhere in the Agreement.  In addition to the other terms defined elsewhere herein, the following terms shall have the following meanings:
   1. “Ad Inventory” means the time that is incorporated into, which immediately precedes, immediately follows, or is simultaneously displayed with the Video Programming, and which is used to display Ads.
   2. “Assets” means those video, audio, audiovisual, graphical, text, metadata and/or other files that are related to, ancillary to, and/or necessary for the Video Programming to be Syndicated.
   3. “Channel” means Video Programming and associated Assets distributed and/or made available to Viewers on a linear basis, where such linear offering bears the Client Platform and/or the Video Programming’s proprietary brand.
   4. “Client Platform” means that certain service(s) owned and operated by Client and featuring Client’s branding, accessible via consumer electronic devices, and that allows Viewers to view audiovisual content.
   5. “Devices” means internet connection enabled TVs, mobile smart phones and other handheld devices, PCs, refrigerators, game consoles, VR headsets, e-readers/tablets, Blu-ray and DVD players, and any other Internet connected devices including set top box or streaming media devices.
   6. “Launch Date” means the date Client makes the Syndicated Content available to Viewers on the Client Platform.
   7. “License Period” means, as to each piece of Syndicated Content, the time period in which Client is entitled to distribute such piece of Syndicated Content on the Client Platform pursuant to the terms hereof.
   8. “Linear Basis” means Syndicated Content that plays as a playlist in a linear manner in which the programmer, as opposed to the viewer, selects the ordering of such Syndicated Content.
   9. “On-Demand Basis” means Syndicated Content that is made available through discovery interfaces that allow Viewers to select individual videos for viewing on-demand.
   10. “Streamer Syndication Services” means Wurl’s licensing of Syndicated Content to Client and related services performed pursuant to the terms of these Streamer Syndication Services Additional Terms and Conditions.
   11. “Syndicated Channel” means a Channel owned and/or controlled by Wurl and Syndicated to Client for exhibition on the Client Platform(s) as set forth in the applicable Order Form(s) or as otherwise agreed to by the Parties in writing.
   12. “Syndicated Content” means Syndicated Channel, Syndicated Video Programming, and/or Assets.
   13. “Syndicated Video Programming” means Video Programming owned and/or controlled by Wurl and Syndicated to Client for exhibition on the Client Platform(s) as set forth in the applicable Order Form(s) or as otherwise agreed to by the Parties in writing.
   14. “Syndication” or “Syndicate” means Wurl’s performance of some or all of the Syndication Services (in part or in whole) for Syndicated Content.
   15. “Territory” means, with respect to each piece of Syndicated Content, the territory in which Client is authorized to distribute such piece of Syndicated Content as set forth in the applicable Order Form or as otherwise agreed to by the Parties in writing.
   16. “Wurl Data” means all data derived, collected, received, provided and/or created by Wurl in connection with Wurl’s performance of the Streamer Syndication Services.
   17. “Wurl Licensor” means a third party from which Wurl licenses Syndicated Content.
2. LICENSORS AND SYNDICATED CONTENT.  Wurl has and/or will acquire the right to distribute and sublicense Syndicated Content from Wurl Licensors, subject to any applicable restrictions from the applicable Wurl Licensors.  Client agrees that, during the Streamer Syndication Term, Client shall not license any content directly or indirectly from any Wurl Licensor. 
3. DISTRIBUTION RIGHTS.
   1. In accordance with the terms herein, and as set forth in the applicable Order Form(s), or as otherwise agreed to by the Parties in writing, Wurl hereby licenses and grants to Client the non-exclusive right and obligation, as to each piece of Syndicated Content, during the applicable License Period, throughout the Territory, to (a) display, exhibit, and distribute the Syndicated Content via the Client Platform on a Linear Basis and On-Demand Basis, as determined by Wurl; and (b) market, promote and advertise the availability of the Syndicated Content on the Client Platform.  Client represents and warrants that the Client Platform offers industry standard functionality and feature sets.
   2. Wurl exclusively own all rights, title, and interest to the Wurl Data and Wurl shall have the right to use the Wurl Data to perform and provide the Wurl Services, process Wurl Data in accordance with all applicable laws, and use Wurl Data consistent with its privacy notice available at https://www.wurl.com/wurl-advertising-services-privacy-notice/.  Wurl retains all right, title, and interest in and to any materials created, developed, or provided by Wurl in connection with these Streamer Syndication Services Additional Terms and Conditions, including all intellectual property rights related to each of the foregoing.  Client shall not be permitted to use the Wurl Data for any purpose without Wurl’s prior written authorization.
   3. Client (i) shall conspicuously display a privacy notice that discloses the collection and processing of data by third parties, such as Wurl, for the purposes contemplated under the Agreement, including personalized advertising, and that specifically names Wurl and links to Wurl’s privacy notice at https://www.wurl.com/wurl-advertising-services-privacy-notice/; (ii) represents and covenants it has obtained all necessary rights, lawful bases, authorizations, consents, and licenses for the performance of the Streamer Syndication Services, including the selling and insertion of personalized Ads and processing of Wurl Data, as contemplated by these Streamer Syndication Services Additional Terms and Conditions; (iii) shall ensure the privacy notice provided to Viewers shall contain opt-out instructions for Viewers who wish to opt out of having their Wurl Data processed for advertising purposes or otherwise exercise any opt-out or similar rights such end user viewers may have under applicable laws; (iv) shall honor all opt-out or other similar requests from Viewers and will ensure that such requests are communicated to Wurl; and (v) shall provide all cooperation and assistance to Wurl as may be required for Wurl to comply with applicable laws and industry standards.  Without limiting Wurl’s other remedies under these Streamer Syndication Services Additional Terms and Conditions, Client’s breach of any of its obligations set forth in this Section shall be subject to Client’s defense and indemnity obligations set forth in the Agreement.
   4. EEA, Swiss, and UK Transfers of Wurl Data.  If Wurl Data originating in the European Economic Area, Switzerland, and/or the United Kingdom is transferred by Client to a country that has not been found to provide an adequate level of protection under applicable data protection laws, the parties agree that the transfer shall be governed by Module One’s obligations in the Annex to the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council as supplemented by the applicable terms in the Wurl privacy notice located at https://www.wurl.com/wurl-advertising-services-privacy-notice/ (“Standard Contractual Clauses”), the terms of which are incorporated herein by reference.
4. ADVERTISING RIGHTS.
   1. The Syndicated Content Wurl makes available to Client may include Ad Inventory that shall be apportioned as set forth in the applicable Order Form.
   2. Client shall at all times during the Streamer Syndication Term, subscribe to the Global Fast Pass for Ad Insertion Services.  Client covenants that Wurl shall be its exclusive provider of ad insertion services for the Ad Inventory on the Syndicated Content apportioned to Client to sell and Client shall pay all applicable Ad Insertion fees.
   3. Neither Party shall sell any Ad that: (i) implies or creates any endorsement or commercial tie-in with specific Syndicated Content, including, without limitation, by being sold against or sold in connection with any talent or brand, without the prior written consent of Wurl; (ii) promotes tobacco, firearms, adult content, illegal drugs, illegal file sharing applications, or any other obscene or indecent material; and (iii) promotes or contains any content that contravenes any applicable laws or regulations.
5. DELIVERY. Subject to mutually executed Order Forms, or as otherwise agreed to by the Parties in writing, setting forth the Syndicated Content, Channel, Launch Date, Territory, and such other mutually agreed upon criteria, Wurl shall deliver the Syndicated Content to Client and Client shall make such Syndicated Content available to Viewers on the Client Platform in a format mutually agreed to by the Parties and available as prominently as any other content on the Client Platform at all times throughout the License Period.  Upon termination of this Streamer Syndication Term, Client shall, at its sole cost and expense, return to Wurl, or at Wurl’s election destroy, all Syndicated Content and other materials created by or for Client with respect to the Syndicated Content.
6. REPRESENTATIONS AND WARRANTIES.
   1. Client represents and warrants that it shall exploit the Syndicated Content only as specifically authorized herein; it shall not cut, edit, add-to, subtract-from or otherwise modify any Syndicated Content without Wurl’s prior written consent in each instance; all rights not specifically granted to Client herein are reserved to Wurl; that the Client Platform and all technology, systems and infrastructure used by Client shall not infringe the rights of any third-party; Client shall use industry standard technology designed to prevent piracy and unlawful copying of the Syndicated Content; Client shall only use those marketing materials provided to Client by Wurl to market the Syndicated Content without any modification thereof, unless otherwise agreed to by Wurl in writing in each instance.  Client shall use, make available, and promote the Syndicated Content and related marketing materials no less prominently than how it uses, makes available, and promotes any other channel on the Client Platform.
   2. Wurl represents and warrants that it has obtained and shall have at all times all necessary rights necessary to grant to Client the rights under these Streamer Syndication Services Additional Terms and Conditions during the Streamer Syndication Term and specifically to display, exhibit, distribute, sublicense, and insert Ads into the Syndicated Content on the Client Platform as set forth herein; and that the Syndicated Content, as delivered by Wurl to Client, shall not violate any laws and shall not infringe or misappropriate any patent, copyright, trademark, trade secret, publicity or likeness right, or any other right of any third party in connection with its authorized usage as set forth in this Agreement.
7. TAKEDOWN RIGHTS. At any time and from time to time, Wurl may (i) takedown, request that Client take down, and/or suspend the availability of particular Syndicated Content; or (ii) reprogram a Licensed Channel.  If Wurl provides to Client a written takedown request, then Client shall immediately comply with the request.
8. CREDITS. Client shall comply with all obligations regarding all name, likeness, voice and biographical restrictions and obligations, obligations to accord credit in connection with the exploitation of the Syndicated Content, and similar third-party restrictions and/or obligations of which Wurl notifies Client in writing.
9. WURL LICENSOR RIGHTS AND REPORTING. Notwithstanding anything to the contrary elsewhere in the Agreement, Wurl may report to each Wurl Licensor statistics and related data regarding the viewing of Syndicated Content provided by such Wurl Licensor and the revenue generated by such Syndicated Content.  Client acknowledges and agrees that each Wurl Licensor may have additional requirements, obligations and/or limitations regarding Client’s distribution of the Syndicated Content provided by such Wurl Licensor and, if so, Wurl shall so advise Client in writing and Client shall either abide therewith or cease and desist from distributing such Syndicated Content before seventy-two (72) hours.

Along with the Master Terms and Conditions available at https://www.wurl.com/terms-and-conditions/wurl-master-terms-and-conditions/, these Global Fast Pass terms and conditions for GFP Service Orders signed after May 1, 2023 (the “GFP T&Cs”) govern Client’s use and Wurl’s provisioning of the Global Fast Pass GFP services, as set forth in greater detail at https://www.wurl.com/terms-and-conditions/global-fast-pass-services-description/.  Wurl shall perform the applicable GFP services for those Channels of Client as mutually agreed to by the Parties and/or as set forth in a GFP Service Order, and subject to the Service Level Agreement attached hereto as Exhibit A and incorporated by reference.  The Agreement includes and incorporates by reference all Exhibits and Schedules attached hereto, as may be modified pursuant to the terms of the Agreement.

1. DEFINITIONS.  Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them elsewhere in the Agreement.  In addition to the other terms defined elsewhere in the Agreement and these GFP T&Cs, the following terms (including all forms, variations, and conjugations thereof) shall have the following meanings:
   1. “Ad Breaks” means the designated beginning and end of where Ad Inventory appears on a Channel or Video Programming.
   2. “Ad Inventory” means the time that is incorporated into, or which immediately precedes, or immediately follows, Video Programming, and that is used to display Ads.
   3. “Affiliates” means, in relation to Client, any entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Client (for the foregoing purposes, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of Client, whether through the ownership of voting securities or other interests, by contract or otherwise).
   4. “Assets” means those video, audio, audiovisual, graphical, text, metadata, and/or other files for the Video Programming that are delivered or made available to Wurl by or on behalf of Client.
   5. “Channel” means Video Programming, Assets, and Ad Breaks made available by Client to Wurl for distribution to Wurl Streamers on a linear basis utilizing the Wurl Services.  With the exception of variations in audio, language, or closed captioning, any variation in the Playout Stream of a Channel (e.g., changes to Video Programming, Assets, or Ad Breaks or the sequence thereof) shall constitute a new Channel and shall be billed accordingly.
   6. “Channel Drop” means the removal of a Channel’s Playout Stream.
   7. “Channel Launch” means the date Wurl enables a Channel’s Playout Stream for a Wurl Streamer, as determined by Wurl and communicated to Client.
   8. “Client Inventory” means the Ad Inventory on a Channel or Video Programming allocated to and/or controlled by Client to serve Ads.
   9. “Content Company” means a provider of audiovisual media to Streamers.
   10. “Content Rights Agreement” means a licensing agreement between a Content Company and the Wurl Streamer(s) granting the Wurl Streamer the rights necessary for Wurl to provide the Wurl Services as set forth in the Agreement.
   11. “Impression” means an Ad that Wurl inserts into the Video Programming on behalf of, or at the direction of, Client.
   12. “Ingest Specifications” means the technical specifications as set forth at https://support.wurl.com/hc/en-us/categories/360002161933-Wurl-Ingestion (which may be updated from time to time by Wurl), other specifications as communicated to Client by Wurl and/or Wurl Streamers, and specifications required by Wurl to ingest Assets and Video Programming to perform the Wurl Services set forth in these GFP T&Cs.
   13. “Initial Launch Date” means the date of the first Channel Launch under these GFP T&Cs.  In the event that Wurl already performs the GFP (or similar legacy service(s)) for Client’s Channels as of the GFP Service Order Effective Date, then the Initial Launch Date shall be the GFP Service Order Effective Date.
   14. “Playout Stream” means a video stream of a Channel that is created by Wurl for distribution to Wurl Streamers.
   15. “Restreamed Channels” means Channels programmed by Client prior to ingest by Wurl.
   16. “Scheduler” means a cloud-based service web interface that enables Client to manage and use Assets and Video Programming to schedule linear Channels, playlists, on-demand catalogs, marathons, and other curated programming structures.  Client can also use the Scheduler to manage the descriptive metadata, graphical metadata, and schedule metadata for each Asset.
   17. “Streamer” means a distributor of audiovisual media to Viewers.
   18. “Wurl Head-End Streamer” means a Wurl Streamer that is not enabled for Wurl’s Ad Insertion Services.
   19. “Wurl Originated Channels” means Channels programmed by or through the Wurl Services, including the Scheduler.
   20. “Wurl Streamer” means a Streamer for which Wurl is enabled to deliver audiovisual content from Content Companies.
2. GRANT OF RIGHTS.  Client hereby grants Wurl a non-exclusive, worldwide, royalty-free, fully paid up, non-transferable, revocable license to copy, store, manipulate, use, display and deliver mutually agreed upon Video Programming, Assets, and Channels in order to develop and perform the Wurl Services.
   1. Client shall be solely responsible (i) for the quality, integrity, accuracy, and legality of the Channels, Video Programming, Assets, and Ads and any content therein or related thereto; (ii) to ensure that the Channels, Video Programming, Assets, and Ads comply with all requirements as communicated by Wurl, including the Ingest Specifications; and (iii) for obtaining all necessary consents and authorizations from relevant Viewers and/or authorities, and complying with the applicable laws of any country where the Video Programming, Assets, and Channels are transmitted and/or received.
3. FEES.  Wurl will invoice Client for the GFP Fees after the end of each calendar month and Client shall pay all GFP Fees in accordance with the Agreement’s payment terms.  If for any reason the GFP Term expires but the Parties continue to operate hereunder, the GFP Term shall be month-to-month and month-to-month pricing shall apply.
   1. Audit Rights.  Wurl shall maintain complete and accurate records concerning its calculation of the Global Channel Distribution Fees and the Ad Insertion Fees, which records shall contain sufficient information to permit Client to confirm the accuracy of any amounts invoiced by Wurl.  Wurl shall retain such records relating to a given calendar month for at least one (1) year after the conclusion of that calendar month. Client shall have the right, once per twelve (12) month period during the GFP Term (and once within six (6) months following the conclusion of the GFP Term), at its sole cost and expense, to hire an independent, certified public accountant (that is not engaged on a contingency basis) and subject to such accountant executing a non-disclosure agreement in form and substance reasonably satisfactory to Wurl, to inspect Wurl’s records relating to the payments due hereunder, for a period not to exceed one (1) year prior to the audit commencement, to be conducted during normal business hours at Wurl’s principal offices and, upon at least thirty (30) days prior notice, for the sole purpose of verifying any reports and payments delivered pertaining to the Global Channel Distribution Fees and the Ad Insertion Fees. The Parties shall reconcile any under-billing or over-billing within sixty (60) days after the accountant delivers the results of the audit. Notwithstanding anything to the contrary in these GFP T&Cs or elsewhere in the Agreement, to the extent that Client has the right to audit Wurl for two or more Wurl Services, Client may exercise such right, as to all such audit rights, only once in any twelve (12) month period.
4. CLIENT ASSETS.  Wurl shall employ industry standard security systems and use commercially reasonable efforts to protect Client’s Video Programming and Assets from alteration, misappropriation, or other unauthorized use.  The foregoing notwithstanding, Client shall maintain appropriate security, protection and backup of its Video Programming and Assets, and Wurl shall have no liability of any kind for the deletion, destruction, loss of, or damage to, any Client information, data, Video Programming, or Assets.
5. ADDITIONAL CLIENT REPRESENTATIONS, WARRANTIES, AND COVENANTS.
   1. Client represents, warrants, and covenants to Wurl that (i) Client has entered into valid and enforceable Content Rights Agreement(s); (ii) Wurl shall have no obligation to pay any fees or licenses with respect to any Channels, Video Programming, and/or Assets; (iii) Client has enforceable rights to insert Ads into the Video Programming, Channels, and Client Inventory; (iv) Client has all necessary rights to the Video Programming and Ads as required for Client to fully perform its obligations hereunder; and (ix) the Ads do not and shall not violate any applicable laws.
   2. Client agrees that it will be solely responsible (i) to provide to Wurl one or more VAST tags (that meet Wurl’s requirements); (ii) for the supply and content of all Ads; (iii) for the supply and content of all Video Programming; and (iv) to use commercially reasonable efforts to prevent unauthorized access to or use of the Wurl Services.
   3. Client shall not authorize or permit any person or entity to re-transmit or otherwise distribute or deliver the Playout Streams created by Wurl to any third party except as authorized by this Agreement.
   4. DRM.  Client shall not, and shall not permit or authorize third parties to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the DRM; (ii) circumvent or disable any technological features or measures in the DRM; or (iii) attempt to access, remove, or alter the DRM. Client will allow Wurl to include any notices, features, or functionalities in the relevant Playout Stream that owners of the DRM solution require Wurl to implement.  Wurl is responsible solely for applying the DRM and enabling the decryption process so that Viewers can view the Channels with DRM; Wurl is not responsible for the DRM itself. Wurl and third party suppliers of the DRM make no representations or warranties with respect to the DRM including, but not limited to, the performance, functionality, or maintenance of the DRM, whether the DRM complies with any laws, or whether the DRM infringes any third-party right.  
      1. PlayReady End User Notice.  With respect to the Microsoft PlayReady DRM, Microsoft requires Wurl to include the following notice:
   5. Content owners use Microsoft PlayReady™ content access technology to protect their intellectual property, including copyrighted content. This service uses PlayReady technology to protect certain content. If the PlayReady technology fails to protect the content, content owners may require the service to restrict or prevent the delivery of protected content to specified devices or PC software applications. In certain cases, you may be required to upgrade the PlayReady technology to continue to access the service’s content. If you decline such an upgrade, you will not be able to access content that requires the upgrade.
   6. Scheduling Service.  At least three (3) months prior to the date that Client intends for the Channels receiving the Scheduling Service to be available to Viewers on the applicable Wurl Streamers (the “Playout Date”), Client shall make its Video Programming and Asset catalogue available to Wurl and thereafter the Parties shall begin content strategy discussions and development of a Video Programming schedule.  Client will cooperate and consult with Wurl as reasonably requested, and provide relevant personnel to assist Wurl with performing the Scheduling Service.  At least two (2) months prior to the Playout Date, Wurl must receive all necessary Video Programming and Assets.  Wurl will use commercially reasonable efforts to accommodate any changes Client may request to the Video Programming schedule, but in no event may change requests be made less than two (2) weeks prior to the Playout Date for any particular Channel or Video Programming.  Wurl may immediately remove Video Programming and Assets that it believes are subject to any legal prohibition or prohibited by a third-party claim, with the understanding that any such removal may impact the quality and/or continuity of the Playout Stream and Wurl shall not be responsible or liable for any such impact on the Playout Stream.
6. ANNOUNCEMENT.  On or after the Effective Date, each of Wurl and Client may announce their relationship in the form of a blog post or LinkedIn post. The post will be substantially similar to this: “[Client] and Wurl have signed an agreement for [Client] to use Wurl for the delivery of ad-supported linear Channels to [Video Service names] with Wurl ad-insertion services as part of Wurl’s Global Fast Pass, supported by Wurl’s Global Data Services.” Any further announcement shall require the mutual approval of the Parties.
7. DATA PROCESSING ADDENDUM.  When providing the GFP service, Wurl will process personal data on Client’s behalf as set forth in the Wurl Data Processing Addendum https://www.wurl.com/terms-and-conditions/, which is incorporated herein by this reference and which may be updated from time to time and at any time by Wurl by posting updates online.

Exhibit A

GLOBAL FAST PASS – SERVICE LEVEL AGREEMENT & RELATED SUPPORT

1. SERVICE LEVELS AND SUPPORT.
   1. Wurl will provide Client with two (2) sets of Client credentials for the use of Wurl’s standard web-based reporting portal.
   2. Web based support for the Wurl Services is available 24/7/365 at support.wurl.com.
2. PLAYOUT STREAM SERVICE LEVEL.  For each Channel, Wurl will provide an Uptime Percentage (as defined below) of 99.9% for the Playout Streams of a Channel, measured on an aggregate monthly basis across all Playout Streams for that Channel.  “Uptime Percentage” means, with respect to a Channel in a given month, 100 times the following ratio (computed to one decimal point): 
   1. The total number of minutes in a month, multiplied by the number of Playout Streams for that Channel in that month, minus the aggregate minutes in such month, in all Playout Streams for that Channel, where there is a Playout Stream Severity 1 level problem (for clarity, this clause shall not count Force Majeure, Internet Problems, Inventory Monetization Issues, Maintenance Window minutes, or any Severity 1 level problem caused by Client), divided by
   2. The total number of minutes in the month, multiplied by the number of Playout Streams for that Channel in that month, minus (i) the aggregate minutes in such month during which a Playout Stream Severity 1 level problem exists for such Channel, in all Playout Streams for that Channel, that is caused by Force Majeure, Inventory Monetization Issues, Internet Problems, or by Client, and (ii) up to 120 actual Maintenance Window (as defined in Section 2.4.3 hereinbelow) minutes.
   3. Certain Definitions.
      1. “Internet Problems” means outages and interruptions of the Playout Stream(s) due to technical problems that are not within the reasonable control of Wurl, including but not limited to Domain Name Service (“DNS”) errors, caching outages, routing errors, Internet performance issues, AWS services, third-party Ad insertion services, and third-party Ad server services, and other technical issues both within Client’s Internet protocol infrastructure or the Internet as a whole, including but not limited to third-party services used but not controlled by Wurl. 
      2. “Inventory Monetization Issues” means outages, interruptions, or delays related to the Ad sale, auction, or fill process that are outside of Wurl’s control. 
   4. General Support.  Wurl will provide support for the Playout Streams as set forth below:
      1. Wurl will provide support for assistance in identifying and resolving any Severity 1 and 2 problems with respect to the Playout Streams (in accordance with the Severity Levels and Response Times set forth in Sections 2.6 and 2.7 hereinbelow), and will provide standard support during regular business hours to answer questions related to operational use of the Playout Streams;
      2. Wurl will reasonably monitor the Playout Streams to determine whether Playout Streams are being provided according to the service levels of this Schedule; and
      3. Wurl will schedule upgrades and maintenance for Playout Streams during appropriate, non-peak usage hours (except in the case of emergencies) (the “Maintenance Window”).
   5. Severity Incident Levels.  When Wurl initially detects a problem with a Playout Stream, and/or when Client reports to Wurl a problem with a Playout Stream, the problem will be classified by Wurl in accordance with the following severity incident guidelines.
      

      Playout Stream Severity Incident Level	Definition
      1	Critical business impact on Client’s operations; Playout Stream is not usable.  For example, Channel is down or a closed-caption outage (represents significant exposure to the distributor and/or Client).
      2	Practical business impact or potential for impact, where Wurl Service(s) is usable but is restricted; loss of functionality.  For example, Scheduler is not accessible, audio/video sync issue.
      3	Minimal business impact where Wurl Service(s) is usable with less significant or non-critical features unavailable.  For example, specific files are not being ingested, non-critical Scheduler bugs, the problem results in documentation errors.

   6. Incident Response Service Level.  Wurl will respond to Client and provide Initial Responses, Temporary Resolutions and Final Resolutions (as defined below) in accordance with the time requirements set forth in the table below.
      

      Playout Stream Severity Incident Level	Initial Response will be provided within:	Temporary Resolution will be provided within:	Final Resolution will be provided within:
      1	1 hour from receipt of initial notice from Client, or other discovery, of a problem	8 hours from receipt of initial notice from Client, or other discovery, of a problem	5 days from receipt of initial notice from Client, or other discovery, of a problem
      2	2 hours from receipt of initial notice from Client, or other discovery, of a problem	12 hours from receipt of initial notice from Client, or other discovery, of a problem	10 days from receipt of initial notice from Client, or other discovery, of a problem
      3	8 hours from receipt of initial notice from Client, or other discovery, of a problem	2 days from receipt of initial notice from Client, or other discovery, of a problem	20 days from receipt of initial notice from Client, or other discovery, of a problem

   7. For purposes of this Section 2.7 the following definitions apply:
      1. “Initial Response” means a verbal, written, or electronic response from Wurl to Client regarding a reported or discovered problem;
      2. “Temporary Resolution” means a temporary fix or patch that has been implemented and incorporated into the Playout Stream by Wurl to restore the Playout Stream functionality to correct operation until the Final Resolution is available; and
      3. “Final Resolution” means a permanent fix that has been implemented and incorporated into the Playout Stream by Wurl to restore the Playout Stream functionality to correct operation.
3. SERVICE CREDITS.
   1. Uptime Percentage Service Level.  If Client believes that Wurl has failed to meet the Uptime Percentage identified in Section 1 hereinabove for a Channel for a particular month, Client must give Wurl written notice of the failure within three (3) months after the end of the month during which such failure occurred.  The notice shall include the affected Channel and Playout Streams, period(s) during which Playout Stream Severity 1 problems occurred and a description of the problems during those periods.  Upon verification by Wurl that Wurl failed to meet the Uptime Percentage during that month, Client shall be entitled to a credit against the portion of the Global Channel Distribution Fees associated with HOV Rate (i.e., not the per 1,000 Impression fees) for the affected Channel only, as set forth below, and in no event shall such credit exceed ten percent (10%) of the portion of the Global Channel Distribution Fees associated with HOV Fee for the affected Channel for that month:
      

      Uptime Percentage Channel-Wide	Credit (against portion of the Global Channel Distribution Fees associated with HOV Rate for such Channel)
      98% – 99.8%	5%
      97%-97.9%	7%
      95% -96.9%	8%
      Less than 95%	10%

   2. Chronic Failure to Meet Service Levels.  Subject to Section 3.3 hereinbelow, if the Uptime Percentage Service Level is missed by five percent (5%) or more for three consecutive months or for four months out of any twelve-month period (each a “Chronic Failure Event”), Client reserves the right, at its sole discretion, within thirty (30) days of the Chronic Failure Event, to drop the affected Channel.
   3. Limitations.  Wurl will have no obligation or liability for a failure to provide a Temporary Resolution or Final Resolution within the Incident Response Service Levels caused by circumstances beyond Wurl’s reasonable control or by Client or any of its Video Programming or by Client’s IT network or systems.
4. GLOBAL AD INSERTION SERVICES SERVICE LEVEL.  Wurl will use commercially reasonable efforts to ensure that the Global Ad Insertion Services functionality is available (consistent with the definition of “Advertising Services Availability,” below) for Client’s use on a particular Channel, including all applicable Playout Streams, at least 99% of the time, calculated on a calendar monthly basis.  “Advertising Services Availability” will be measured each month by adding the total number of minutes in such month that the Global Ad Insertion Services were available on a Channel, including all applicable Playout Streams, divided by the total number of minutes in such month that the Global Ad Insertion Services should have been available.  “Advertising Services Availability” will not include time that the Global Ad Insertion Services were not available for Client’s use due to a Playout Stream Severity Level and/or circumstances beyond Wurl’s reasonable control (including without limitation technical malfunctions in Client’s systems, network congestion, Force Majeure, Internet Problems, Inventory Monetization Issues, and/or Maintenance Window minutes).  If Advertising Services Availability falls below 99% in any month for a specific Channel (the “Advertising Services Availability Shortfall”), then Client will receive a credit, calculated by multiplying the (i) average Impressions per hour on the affected Channel (averaged across the three months preceding the month in which the Advertising Services Availability Shortfall occurred), by (ii) the difference between the Advertising Services Availability and 99% Advertising Services Availability for the affected month, and by (iii) the applicable Ad Insertion Fee (per 1,000 Impressions inserted into Client Inventory), as set forth in the GFP Service Order for the affected month.
   1. ISSUE RESOLUTION AND ESCALATION.  Wurl will acknowledge and respond to issues according to the Advertising Services Severity Level of the reported Issue.  Wurl will use commercially reasonable efforts to correct the reported error(s) consistent with the Advertising Services Severity Level of the issue as determined by Client.
      1. Advertising Services Severity 1, critical business impact on Client’s operations; Advertising Services are not usable.  Response Time Goal: within 2 Hours (24/7 coverage)
      2. Advertising Services Severity 2, possible business impact where Advertising Services are usable but are restricted; loss of functionality.  Response Time Goal: within 8 Hours.
      3. Advertising Services Severity 3, some possible minor business impact where Advertising Services are usable with less significant or non-critical features unavailable.  Response Time Goal: within 16 Business Hours.
      4. Advertising Services Severity 4, minimal business impact where the Issue is causing little or no impact (e.g., questions, etc.).  Response Time Goal: in a timely manner.
5. SOLE REMEDY. The service credits set forth herein are Client’s sole and exclusive remedy for any unavailability or service interruption of the Global Channel Distribution Services.  Nothing in this Schedule will be deemed to limit or obviate Client’s right to terminate the Global Channel Distribution Services otherwise set forth in the Agreement.