DXKulture Terms of Service

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT (“PLATFORM AGREEMENT”) CAREFULLY BEFORE ACCESSING THE PLATFORM (“PLATFORM”) OF, OR USING ANY OF THE SERVICES (“SERVICES”) OFFERED BY, DXKULTURE LLC (“WE,” “US,” “OUR,” OR “DXK”).

 

IF YOU HAVE SIGNED OUR MASTER SERVICES AGREEMENT (“MSA”), THE TERMS OF THAT AGREEMENT APPLY TO YOU. BY CLICKING “I ACCEPT”, YOU AGREE THAT YOU WILL COMPLY WITH THE TERMS AND CONDITIONS OF THE MSA AND WILL NOT ACCESS OUR PLATFORM TO USE ANY OF THE SERVICES FOR WHICH YOU HAVE NOT CONTRACTED. YOU ARE NOT AGREEING TO ANY OF THE TERMS SET FORTH BELOW.

IF YOU HAVE EXECUTED AN INSERTION ORDER WITH US OR IF YOU HAVE SUBMITTED AN ONLINE ORDER THAT IS ACCEPTED BY US, BUT IN EITHER CASE YOU ARE NOT PROVIDED ACCESS TO OR USE OF OUR PLATFORM ON A SELF-SERVICE BASIS (EACH, A “MANAGED ORDER”), OR HAVE EXECUTED A DATA LICENSE AGREEMENT (“DATA LICENSE”) WITH US, YOU ARE BEING PROVIDED ACCESS TO OUR PLATFORM ONLY FOR THE PURPOSE OF ACCESSING REPORTING APPLICABLE TO YOU. IN ADDITION, IF YOU HAVE A MANAGED ORDER WITH US YOU MAY USE THE PLATFORM TO PROVIDE US YOUR DATA TO TARGET YOUR ADS. BY CLICKING “I ACCEPT”, YOU AGREE, AS PART OF YOUR MANAGED ORDER AND/OR DATA LICENSE WITH US: (A) TO ONLY ACCESS OUR PLATFORM TO ACCESS REPORTING APPLICABLE TO YOU, AND (B) TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN SECTIONS 1, 4, 5 (MANAGED ORDER ONLY) AND 6 OF THIS PLATFORM AGREEMENT. IN THE EVENT OF AN EXPRESS CONFLICT BETWEEN YOUR MANAGED ORDER OR DATA LICENSE AND SECTIONS 1, 4, 5 (MANAGED ORDER ONLY) AND/OR 6 OF THIS PLATFORM AGREEMENT, YOUR MANAGED ORDER OR DATA LICENSE SHALL CONTROL.

IF YOU HAVE EXECUTED AN INSERTION ORDER WITH US (“INSERTION ORDER”) OR IF YOU HAVE SUBMITTED AN ONLINE ORDER THAT IS ACCEPTED BY US (“ONLINE ORDER”), AND YOU ARE PROVIDED ACCESS TO AND USE OF OUR PLATFORM ON A SELF-SERVICE BASIS (EACH SUCH INSERTION ORDER AND ONLINE ORDER, A “SELF-SERVICE ORDER”), BY CLICKING “I ACCEPT”, YOU AGREE, AS PART OF YOUR SELF-SERVICE ORDER WITH US: (A) TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN SECTIONS 2, 4, 5 AND 6 OF THIS PLATFORM AGREEMENT. IN THE EVENT OF AN EXPRESS CONFLICT BETWEEN YOUR SELF-SERVICE ORDER AND SECTIONS 2, 4, 5 AND/OR 6 OF THIS PLATFORM AGREEMENT, YOUR SELF-SERVICE ORDER SHALL CONTROL.

IF YOU DO NOT HAVE A MANAGED ORDER, SELF-SERVICE ORDER OR DATA LICENSE WITH US, YOU HAVE BEEN GIVEN TEMPORARY ACCESS TO OUR PLATFORM SOLELY TO REVIEW THE FEATURES OF OUR PLATFORM (“TEMPORARY ACCESS”), BUT YOU ARE NOT AUTHORIZED TO UTILIZE ANY SERVICES PROVIDED BY THE PLATFORM (E.G., LOADING ADS, PROVIDING DATA OR INVENTORY). BY CLICKING “I ACCEPT,” YOU AGREE (A) TO ONLY ACCESS OUR PLATFORM TO REVIEW THE FEATURES OF OUR PLATFORM, (B) NOT TO ACCESS OR USE OR ATTEMPT TO ACCESS OR USE ANY OF OUR SERVICES, AND (C) TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN SECTIONS 3, 4 AND 6 OF THIS PLATFORM AGREEMENT.

IF YOU BUY AND/OR DISPLAY AND/OR SERVE OR HAVE SERVED ADS THOUGH OUR PLATFORM, BY CLICKING “I ACCEPT”, YOU AGREE AS PART OF YOUR MANAGED ORDER AND/OR SELF-SERVICE ORDER WITH US TO COMPLY WITH SECTION 4 OF THIS PLATFORM AGREEMENT. IN THE EVENT OF AN EXPRESS CONFLICT BETWEEN YOUR MANAGED ORDER OR SELF-SERVICE ORDER AND SECTION 4, SECTION 4 SHALL CONTROL.

IF YOU HAVE A MANAGED ORDER, A SELF-SERVE ORDER OR DATA LICENSE, SECTION 7 AND SECTION 8 APPLY TO YOU. BY CLICKING “I ACCEPT”, YOU AGREE AS PART OF YOUR MANAGED ORDER, SELF-SERVICE ORDER OR DATA LICENSE WITH US TO COMPLY WITH SECTION 9 OF THIS PLATFORM AGREEMENT. IN THE EVENT OF AN EXPRESS CONFLICT BETWEEN YOUR MANAGED ORDER, SELF-SERVICE ORDER OR DATA LICENSE AND SECTION 7 AND/OR 8 SECTION 7 AND/OR 8 SHALL CONTROL.

IF YOU HAVE A MANAGED ORDER, A SELF-SERVE ORDER OR A DATA LICENSE AND USE DXKULTURE’S API TO ALLOW A THIRD PARTY TO ACCESS YOUR REPORTING, SECTION 9 APPLIES TO YOU. BY CLICKING “I ACCEPT”, YOU AGREE AS PART OF YOUR MANAGED ORDER, SELF-SERVICE ORDER AND/OR DATA LICENSE WITH US TO COMPLY WITH SECTION 9 OF THIS PLATFORM AGREEMENT. IN THE EVENT OF AN EXPRESS CONFLICT BETWEEN YOUR MANAGED ORDER, SELF-SERVICE ORDER OR DATA LICENSE AND SECTION 9 YOUR MANAGED ORDER, SELF-SERVICE ORDER OR DATA LICENSE SHALL CONTROL

IF YOU HAVE ENTERED INTO AN INSERTION ORDER OR ONLINE ORDER WITH US, THE AGREEMENT (“AGREEMENT”) BETWEEN US CONSISTS OF THE INSERTION ORDER OR ONLINE ORDER, AND ALL TERMS REFERENCED THEREIN, INCLUDING WITHOUT LIMITATION, VERSION 3.0 OF THE AAA/IAB TERMS AND CONDITIONS (“IAB TERMS”) AND THIS PLATFORM AGREEMENT. IF THERE IS AN EXPRESS CONFLICT BETWEEN PROVISIONS OF THIS PLATFORM AGREEMENT APPLICABLE TO YOU AND THE IAB TERMS, THE SECTIONS OF THIS PLATFORM AGREEMENT SHALL CONTROL. ALL INDEMNITIES SET FORTH IN THIS PLATFORM AGREEMENT ARE IN ADDITION TO THE INDEMNITIES IN THE IAB TERMS.

IF YOU HAVE ENTERED INTO AN ONLINE ORDER THE AGREEMENT (“ONLINE ORDER AGREEMENT”) BETWEEN US CONSISTS OF ONLINE ORDER AND PROVISIONS OF THIS PLATFORM AGREEMENT APPLICABLE TO YOU. IF YOU HAVE ENTERED INTO A DATA LICENSE WITH US THE AGREEMENT (“DATA AGREEMENT”) BETWEEN US CONSISTS OF THE DATA LICENSE AND PROVISIONS OF THIS PLATFORM AGREEMENT APPLICABLE TO YOU.

IF YOU REPRESENT A COMPANY AND CLICK “I ACCEPT,” YOU ARE BINDING SUCH COMPANY TO THE TERMS OF THIS PLATFORM AGREEMENT APPLICABLE TO YOU. YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH COMPANY. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS PLATFORM AGREEMENT APPLICABLE TO YOU, CLICK “CANCEL” AND DO NOT ACCESS OUR PLATFORM.

 

SECTION 1.

THIS SECTION 1 APPLIES TO YOU IF YOU HAVE A MANAGED ORDER OR DATA LICENSE WITH DXKULTURE. A. License. We hereby grant You a limited, non-exclusive, non-assignable, non-transferable and revocable right to access and use Our Platform SOLELY for accessing reporting applicable to You . If You have a Managed Order, You may upload Your Data to our Platform for the sole purpose of targeting Your Ads. Except for the foregoing, You shall not upload, send or store ANY material through Our Platform. You represent and warrant that You either own Your Data or You have all rights, licenses and permissions necessary to provide Your Data to Us for the purpose of targeting Ads.

SECTION 2.

THIS SECTION 2 APPLIES TO YOU IF YOU HAVE A SELF-SERVICE ORDER WITH DXKULTURE. A. License. We hereby grant You a limited, non-exclusive, non-assignable, non-transferable and revocable right to access and use Our Platform SOLELY for bidding on and uploading and serving online digital advertising (“Ads”), uploading Your data to target Your Ads (“Your Data”) and accessing reporting related thereto. If We provide You with an application programming interface (“API”) to access Our Platform, We hereby grant You a limited, non-exclusive, non-assignable, non-transferable and revocable license to use the API for the sole purpose of accessing or using Our Platform to exercise Your rights in the preceding sentence. You shall not: (i) send or store infringing, or otherwise unlawful or tortious material, including material violative of third party intellectual property or privacy rights; or (ii) send or store material containing software viruses, worms, Trojan horses, time bombs, cancelbots or other harmful computer code, files, scripts, agents, programs or programming routines (collectively, “Harmful Code”) to, on or through Our Platform.

SECTION 3.

SECTION 3 APPLIES TO YOU IF YOU HAVE TEMPORARY ACCESS. A. License. We hereby grant You a limited, non-exclusive, non-assignable, non-transferable and revocable right to access and use Our Platform SOLELY for the purpose of reviewing the features of Our Platform. If We provide You with an application programming interface (“API”) to access Our Platform, We hereby grant You a limited, non-exclusive, non-assignable, non-transferable and revocable license to use the API for the sole purpose of accessing or using Our Platform to review the features of Our Platform. You shall not upload, send or store ANY material through Our Platform.

SECTION 4.

THIS SECTION 4 APPLIES TO YOU IF YOU HAVE ACCESS TO OUR PLATFORM FOR ANY REASON. A. Restrictions. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party Our Platform, services, API, and/or the data contained therein, including without limitation, underlying technology, trade secrets, content or information (collectively, “Our Technology”) (or any portion thereof) in any way; (ii) modify, reproduce, adapt, translate Our Technology (or any portion thereof) or make derivative works based upon Our Technology (or any portion thereof), (iii) reverse engineer, disassemble, decompile or otherwise attempt to derive source code from Our Technology (or any portion thereof), (iv) violate any applicable local, state, national and foreign laws, treaties and regulations, including those related to advertising, data privacy, international communications and the transmission of technical or personal data, and all compulsory industry self-regulations, including but not limited to the EU General Data Protection Regulation (“GDPR”), and the California Consumer Privacy Act and its regulations (“CCPA”), each of the foregoing as they may be amended from time to time (“Applicable Laws”) in connection with Your access and use of Our Technology (or any portion thereof) nor use Our Technology for any purpose or in any manner that is unlawful or prohibited by this Platform Agreement, (v) interfere with or disrupt the integrity or performance of the Our Technology (or any portion thereof), including without limitation, the Services, the Platform, the API or the data contained therein, (vi) access Our Platform or APIs by any means other than through the interface that is provided by Us for use in accessing the Platform or APIs, (vii) attempt to gain unauthorized access to Our Technology (or any portion thereof) or its related systems or networks or misrepresent its identity, use or attempt to use any unauthorized identification (including without limitation use of any third party logo, name or other identifier), (viii) use Our Technology (or any portion thereof) for any purpose or in any manner that is unlawful or prohibited by this Platform Agreement, (ix) publicly disseminate information or analysis regarding the performance of the Our Technology, including without limitation, the Platform or APIs, or (x) permit or authorize any party to do any of the foregoing.

B. Account. You have been provided with a password protected account to exercise Your license rights (“Account”). You are responsible for all activity occurring under Your Account. You shall: (i) notify Us immediately of any unauthorized use of any password or Account or any other known or suspected breach of security; and (ii) report to Us immediately and use reasonable efforts to stop immediately any copying or distribution of Our Technology (or any portion thereof) or of any data or content contained in Our Platform through Your Account that is known or suspected by You.

C. Ownership. You acknowledge that You are obtaining only a limited right to access and use Our Technology as set forth in Sections 1-3, as applicable, and that We or Our suppliers or licensors retain all right, title and interest (including all patent, copyright, trade secret and other intellectual property rights) in and to Our Technology, including the right to continually evolve Our Technology (or any portion thereof). We may freely use any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to Our Technology (or any portion thereof). Our name, Our logo, and the product names associated with Our Technology (or any portion thereof) are trademarks of Ours or third parties, and no right or license is granted to use them. Our Technology shall be deemed to be Our Confidential Information.

D. INDEMNIFICATION. YOU SHALL DEFEND, INDEMNIFY AND HOLD DXKULTURE, ITS LICENSORS AND DXKULTURE’S SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS) (“CLAIMS”) ARISING OUT OF OR IN CONNECTION WITH YOUR BREACH OF YOUR APPLICABLE LICENSE SET FORTH IN SECTIONS 1-3 AND THIS SECTION 4.

E. Rejection. We reserve the right for any reason to terminate or suspend Your access (or the access of specific personnel) to Our Platform.

SECTION 5

THIS SECTION 5 APPLIES TO YOU IF YOU BUY AND/OR DISPLAY AND/OR SERVE OR HAVE SERVED ADS THOUGH OUR PLATFORM, A. Right to Use  In the event Customer elects to use DXKulture’s Addressable Geofencing upon the terms and conditions set forth herein, DXKulture grants Customer the right to access and use the AGF, including the reporting provided by DXKulture to Customer (“Report”) and the data on the Report, for the sole purpose of targeting Customer’s Ads purchased through the Platform and for no other purpose (the “Permitted Purpose”). Customer may access and use the AGF through its Customer’s dashboard. In order to use the AGF, Customer or DXKulture will need to provide and upload physical addresses (“Physical Addresses”) to the AGF. All Physical Addresses shall be in the United States. DXKulture shall compare and attempt to match the Physical Addresses with latitude and longitude coordinates of such Physical Addresses (“Geo Data”) from a third party database and, if a match occurs, DXKulture shall assign such matched Geo Data a randomly generated unique identifier (“Unique Identifier”). Once the Report is provided to Customer, DXKulture shall immediately destroy the Physical Addresses provided by Customer, but shall store the information on the Report (i.e., Geo Data and corresponding Unique Identifiers) for use in targeting Customer’s Ads through the Platform. DXKulture shall have the right to comply with any subpoena or legal request, including for device location data. In no event will DXKulture provide additional identifiers such as Device or Advertising ID associated with the physical address for the purposes of identification of the user. Either Party may terminate Customer’s right to use the AGF at any time. Customer shall defend, indemnify and hold harmless DXKulture, its licensors and each of their parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents from and against any and all claims, costs, damages, losses, liabilities, penalties, fines and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with an unaffiliated third party’s claims or government action for (ii) Customer’s access and use of the AGF, including the Report and/or any use Customer makes of the Report or any data in the Report, (iii) arising from the Customer’s violation of Applicable Laws (as defined in Section 4) or use of the Advertising Services or any materials provided by DXKulture, including the AGF, in a manner not permitted under this Agreement,

B. Cannabis Ads. In order to sell cannabis advertising, the parties must sign the DXKulture Cannabis Advertising Rider. Customer shall also abide at all times with the DXKulture Cannabis Policy.

C. Political Ads. If You are placing any Ads that refer to a federal, state, or local candidate, office holder, ballot measure, or issue of public importance (“Political Ad”) You agree to comply with all applicable federal, state, or local laws that apply to such Political Ads. You must notify DXKulture of any Political Ads You submit and provide Us with all necessary information that You may be required to provide to Us prior to placing any Political Ads under federal, state, or local laws. You agree that any Political Ad submitted will include any required disclaimers and that all Political Ads You submit will link to Landing Pages that contain all information required by federal, state, or local law. You agree that if any Political Ad submitted will not link to a Landing Page, You will notify Us prior to placement. You agree to indemnify Us for the costs of any investigation or fine resulting from Your Political Ads.

D. LICENSE TO ADS; PAYMENT; PRIVACY POLICY. This Section applies only to Online Orders and not to Temporary Access. You hereby grant to Us and Our licensees a royalty-free, worldwide license to use, reproduce, market, display, publish, perform, distribute and transmit the Ads as part of operating the Platform and fulfilling the Online Order. Ads need to be provided in the format set forth on Our site. We will not modify the content or appearance of any Ad, provided that should We determine that it is necessary to modify the size or attributes associated with the underlying technology to deliver an Ad or fulfill an Online Order using the Platform, then We may make such modifications. You reserve the right to direct further changes or modifications to an Ad or Online Order following any changes made by Us. You shall ensure that any content in Your Ads and on any page linked to from any of Your Ads: (i) is not misleading, libelous, obscene, invasive of others’ privacy, or hateful (racially or otherwise), (ii) does not imply, infer, state or publish that content or materials promoted in the Ad are provided, endorsed, sourced or otherwise approved by any third party without such third party’s express permission to do so, (iii) does not contain Harmful Code or otherwise operate in a manner that could reasonably be expected to damage Our Technology, (iv) does not infringe the intellectual property or proprietary rights of any third party, and (v) does not violate Applicable Laws (as defined in Section 4). You will be obligated to pay media costs as well as data fees, platform fees and other fees set forth in Our standard rate card only for Ads actually served and will do so within thirty (30) days after receipt of invoice. Our reporting with respect to any such fees, including impression counts and record of the price per impression, will be determinative. You will maintain and abide by a legally sufficient privacy policy that is consistent with Applicable Laws (as defined in Section 4).

E. INDEMNIFICATION. YOU SHALL DEFEND, INDEMNIFY AND HOLD DXKULTURE, ITS LICENSORS AND DXKULTURE’S SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS) (“CLAIMS”) ARISING OUT OF OR IN CONNECTION WITH ANY ADS SUBMITTED UNDER YOUR ACCOUNT, THE LANDING PAGES FOR SUCH ADS AND THE PRODUCTS, GOODS AND SERVICES PROMOTED IN YOUR AD, INCLUDING WITHOUT LIMITATION ANY CLAIMS THAT ANY OF THE FOREGOING (A) INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, (B) CONTAINS HARMFUL CODE, OR (C) VIOLATES APPLICABLE LAWS (AS DEFINED IN SECTION 4).

F. Termination. We reserve the right for any reason to reject Your Ads.

SECTION 6

THIS SECTION 6 APPLIES TO YOU IF YOU HAVE (A) A MANAGED ORDER , (B) A SELF-SERVICE ORDER , OR (C) TEMPORARY ACCESS. A. Confidentiality.

Definition. “Confidential Information” means: (i) Our Technology; and (ii) any of Our business or technical information, including but not limited to any information relating to Our product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how.

Exclusions. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by You; (ii) is known to You at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by You without use of Our Confidential Information; (iv) You rightfully obtain from a third party without restriction on use or disclosure; or (v) is disclosed with Our prior written approval.

Use and Disclosure Restrictions. You will not use Our Confidential Information except as permitted herein and will not disclose Our Confidential Information to any third party; except as permitted by the IAB Terms for those who have entered into Insertion Orders.

B. LIMITATION OF LIABILITY. IN NO EVENT SHALL WE BE LIABLE HEREUNDER FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. OUR MAXIMUM LIABILITY UNDER THIS PLATFORM AGREEMENT SHALL BE LIMITED TO (A) IN THE CASE OF AN ONLINE ORDER, $100, AND (B) IN THE CASE OF NO ORDER NOR EXECUTED AGREEMENT, $0.

C. INDEMNIFICATION. You shall defend, indemnify and hold DXKulture, its licensors and DXKulture subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) (“Claims”) arising out of or in connection with any Claim arising from Your breach of this Platform Agreement or Applicable Laws (as defined in Section 4).

D. Termination. We reserve the right to terminate this Platform Agreement or Your access (or the access of specific personnel) to the Platform for any reason.

E. General. The Agreement , Data Agreement or Online Order Agreement, as applicable to You, is the entire agreement between You and Us on the subject matter herein. We may modify this Platform Agreement at any time and Your continued access of the Platform using Your Account will signify Your acceptance of such modifications. This Platform Agreement will be governed and interpreted in accordance with the laws of the State of New York without reference to conflicts of laws principles. You agree that any dispute under this Agreement shall be brought in the federal or state courts located in New York City, New York and You agree to submit to the exclusive jurisdiction of the federal and state courts located in New York City, NY. No failure of DXKulture to enforce any of its rights under this Platform Agreement will act as a waiver of such rights. Provisions of this Agreement held unenforceable under Applicable Laws (as defined in Section 4) shall be excluded to the minimum extent required to conform to such law and the remainder of the Agreement will remain enforceable. We may assign this Agreement without Your consent and use subcontractors in any manner. You may not assign this Agreement without Our written consent. You and We are independent contractors, and nothing in this Agreement shall be deemed to create a joint venture or partnership. You agree that during the term of this Agreement and for twelve months thereafter, You will not encourage or solicit any employee or consultant to leave the employ of DXKulture; provided that, You shall not be prohibited from employing any such person who contacts You in response to a published general solicitation not specifically targeted at such person.

SECTION 7

THIS SECTION 7 APPLIES WHEN THE GENERAL DATA PROTECTION REGULATION APPLIES TO CUSTOMERS UTILIZING OUR PLATFORM OR SERVICES This Platform Agreement incorporates the Data Protection Addendum, including the Standard Contractual Clauses attached thereto, when the GDPR applies to Your use of Our Services and Platform to process EU Personal Data (as defined in the DPA). The DPA is effective as of November 1, 2020 and replaces and supersedes any previously agreed data processing addendum between You and DXKulture. For clarity, the DPA supplements this Platform Agreement.

SECTION 8

THIS SECTION 8 APPLIES WHEN THE CALIFORNIA CONSUMER PRIVACY ACT APPLIES TO CUSTOMERS UTILIZING OUR PLATFORM OR SERVICES You agree that DXKulture is acting as a Service Provider in relation to the services it provides to You pursuant to the Agreement. To the extent that DXKulture processes Personal Information, DXKulture warrants and represents that it shall not Process, retain, use, sell, or disclose Personal Information for any purpose other than for the specific purpose of performing the services specified in the Agreement or as otherwise permitted by the CCPA. All capitalized terms in this section shall have the same meanings as defined in the CCPA.

SECTION 9

THIS SECTION 9 APPLIES TO YOU IF YOU ARE CONTRACTUALLY PERMITTED TO ACCESS AND USE OUR API TO ACCESS YOUR REPORTING. You may allow Your Third Party Reporting Provider to access, on Your behalf, Our API is provided to You for the sole purpose of accessing the Services in order to access, use and report on Your campaign data and such access and use of the API, the Platform and the Services shall be in accordance with the provisions of Your Agreement and subject to the confidentiality provisions therein. All actions or omissions of such Third Party Reporting Provider shall be deemed to be Your actions or omissions and You shall be responsible and liable for them. As used herein, “Third Party Reporting Provider” means a company engaged by You to provide reporting on advertising campaigns that has been prior approved by Our CEO, CFO, CRO or CTO in writing (email to suffice). You shall defend, indemnify and hold harmless Us, Our licensors and each of Our or their parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any acts or omissions of Your Third Party Reporting Provider.