End User Licensing Agreement

These AdAmp Terms (“AdAmp Terms”) are entered into by AdMax, LLC and the business entity accessing or using AdMax’ AdAmp Tool located at https://AdAmp.tv (“Advertiser”). These AdAmp Terms govern access and use of the AdAmp Tool, including account creation, purchase of advertising inventory, and the display of those Ads on the network of partners represented by AdMax. As the individual acting on behalf of Advertiser (“You”), You represent and warrant that You have the authority to agree to these AdAmp Terms and to use the AdAmp Tool on Advertiser’s behalf.

1. AdAmp Tool Account and Usage.

To access and use the AdAmp Tool, Advertiser must provide and update the information needed to create and maintain an account. AdMax reserves the right, at any time, to:

1. Confirm that You are authorized to act on behalf of Advertiser.
2. Verify that Advertiser is in good standing.
3. Otherwise validate Advertiser, including via credit reports, industry classification, corporate filings, etc. If AdMax is unable to do so, it may refuse or revoke access to the AdAmp Tool. Advertiser may authorize individuals to access and use its account, but Advertiser is responsible for any and all activity related to the account.

The AdAmp Tool may not be used for any purposes that are not expressly permitted by these AdAmp Terms or are otherwise prohibited under applicable law, including any activity that interferes with or disrupts, damages, disables, or otherwise impairs the AdAmp Tool (or the connected servers and networks). AdMax reserves the right to revoke, restrict, or suspend access to the AdAmp Tool at any time without notice or liability, if AdMax determines or reasonably believes Advertiser has breached these AdAmp Terms, violated any law, rule, or regulation, engaged in other inappropriate conduct, or for any other business reason.

2. License.

Advertiser grants AdMax a non-exclusive, non-transferable (except as provided herein) right and license to reproduce, distribute, perform and display its Ad(s) on the AdMax website or application during the designated campaign period on or via any device as set forth in these AdAmp Terms.

Except as required by law or to comply with the request of a governmental entity, Advertiser will not use AdMax’s name, trademarks, service marks, logos or other identifiers (collectively, “Trademarks”), or make any reference to AdMax or its Trademarks in any manner including, without limitation, customer facing materials and press releases, without the prior written approval of AdMax.

3. Ads and Campaigns.

1. Submission and Approval. An Ad must be approved by AdMax before the campaign may begin and impressions may be delivered. Approval includes both compliance with all Technical Specifications and the Advertising Policies described below. “Ad” means any materials, including without limitation any artwork, written text, images, trademarks, logos, service marks, video, audio, data files, URLs, or any other intellectual property or content, submitted by Advertiser via the AdAmp Tool. An Ad must be submitted for AdMax approval via the AdAmp Tool no later than 3 business days before the scheduled campaign start date. However, any modifications required for the Ad to comply with Technical Specifications and Advertising Policies may take additional time; to avoid delays, an Ad should be submitted as soon as possible. It is Advertiser’s responsibility to regularly check the status of an Ad, including whether it has been approved, rejected, or is in need of modification, within the AdAmp Tool. In the event that no Ad has been approved before the campaign start date, AdMax will automatically pause the campaign. If a campaign begins later than its scheduled start date, the end date will not be adjusted, and the number of impressions delivered during the campaign may be reduced. A campaign will be automatically canceled in the event that no Ad is uploaded and approved prior to the scheduled campaign end date. Advertiser should maintain a back-up of any Ad(s) (and related data) submitted via the AdAmp Tool. AdMax has no obligation to store, retrieve, or return any Ad(s) to Advertiser.
2. Delivery. To create a campaign via the AdAmp Tool, Advertiser will upload an Ad and will designate the budget, targeting criteria, and any other information AdMax may request. Once an Ad is approved and the campaign begins, AdMax will deliver the Ad via the AdMax website or application as inventory becomes available or as otherwise agreed to by Advertiser and AdMax pursuant to a separate signed agreement. AdMax will determine the size, placement, and positioning of Ad(s) in its sole discretion. AdMax makes no commitments regarding the video content during which an Ad may be displayed or where it appears in relation to other Ad(s) (i.e. the Ad may appear immediately preceding or following an ad for a competitive service or product). Additionally, AdMax cannot guarantee:
1. Delivery of all (or any) of the Ad impressions reflected in a campaign’s budget.
2. The performance of Ads or campaigns.
3. That Ads will reach the audience targeted.
4. That Ads will run on any particular device or subset of devices.
3. Advertising Policies. All Ads are subject to AdMax review and approval. AdMax may block, reject, revoke, or remove any Ad for any reason at any time, including if AdMax determines an Ad is inconsistent with AdMax’s business practices, strategy, standards, or brand. AdMax is not responsible for Advertiser’s costs associated with producing or modifying an Ad. Advertiser agrees that it will not upload, submit, display, or otherwise use the AdAmp Tool in order to transmit or display any Ads advertising, promoting, containing, comprising, or linking to materials that:
1.  
1. Contain, promote, or constitute defamatory, libelous, misleading, fraudulent, obscene, distasteful, offensive, harassing, or harmful content.
2. Contain, promote, or constitute pornography or sexually explicit content.
3. Contain, promote, or constitute hateful or discriminatory content.
4. Contain, promote or glorify violence.
5. Contain or promote criminal activities.
6. Contain spyware, malware or other harmful code.
7. Contain profane or obscene language.
8. Infringe or violate the rights of others (including copyright, trademark, trade secret, privacy and/or publicity rights).
9. Violate any applicable laws, regulations, ordinances, judgments, decrees, orders or other governmental requirements or any Internet service provider’s or Internet property’s privacy policies or terms of use.
10. Violate any law or regulation governing false or deceptive advertising, sweepstakes, illegal gambling, or trade disparagement.
11. Promote products and/or service related to e-cigarettes, firearms, or illegal substances.
12. Promote products and/or services that could be construed as competitive to AdMax’s business.
13. May be deemed to improperly associate Advertiser or its Ad(s) with AdMax.

AdMax reserves its right to: (1) require modifications to an Ad before approval and to require modifications to any previously-approved Ad; (2) require factual support for any statements or claims in connection with an Ad; (3) reject any Ad in which the product or service could adversely affect the interests of AdMax, its users or the community generally; (4) revoke approval of an Ad; and (5) waive or make exceptions to the Advertising Policies described in this Section.

Advertiser, not AdMax, is responsible for ensuring that its Ad(s) comply with all applicable laws, regulations, and industry guidelines, as well as the Advertising Policies. AdMax’s approval of an Ad should not be construed as its endorsement of that Ad; the accuracy, content, and obligation to honor any commitments or representations made in connection with the Ad(s) are Advertiser’s alone.

1. Targeting. AdMax may provide Advertiser the option to target an Ad to a desired audience based on certain criteria. Advertiser is solely responsible for appropriately using the AdAmp Tool to select its targeting preferences. AdMax does not guarantee that Ads will reach the audience targeted. Advertiser may choose whether and in what combination to use targeting criteria, provided that it is Advertiser’s sole responsibility to do so in compliance with applicable law and industry standards. For example, there may be instances in which Advertiser is required to use or refrain from using certain targeting criteria in order to comply with applicable law or industry standards (e.g. if Advertiser is promoting an alcohol product, Advertiser should only target audiences 21 years and older). If the required targeting criteria is not available, do not submit the campaign. In the absence of any targeting criteria, Ad(s) will be served in available inventory at AdMax’s discretion.
2. Reporting. AdMax will provide industry-standard reporting about the performance of Advertiser’s on-going campaigns. AdMax is under no obligation to provide Advertiser with additional detail regarding the performance of an Ad or any other aspects of the campaign. Among other things, AdMax will not identify the specific piece(s) of content during which an Ad was delivered, the specific demographics for viewers of an Ad, or the air times during which an Ad was displayed.
3. Cancellation, Pause, Suspension and Campaign End. AdMax reserves the right to cancel, pause, or suspend any campaign in its sole discretion. Advertiser may cancel a campaign at any time via the AdAmp Tool. For cancellation to be effective, Advertiser must cancel through the AdAmp Tool. If a campaign is cancelled, impressions will stop being delivered. Advertiser will be charged for all impressions delivered, including any delivered during the short period while the cancellation request is processed; no refunds will be issued. Upon cancellation of a campaign or campaign end, the licenses granted in these AdAmp Terms will expire immediately. Some content may persist for a period of time, and the licenses granted by Advertiser to AdMax in these AdAmp Terms will extend for those purposes.Advertiser may also pause a campaign at any time via the AdAmp Tool. If a campaign is paused, impressions will stop being delivered. Advertiser will be charged for all impressions delivered, including any delivered during the short period while the pause request is processed; no refunds will be issued. Advertiser may resume the campaign at any time before the scheduled end date. Pausing a campaign will not modify the scheduled campaign end date, and the number of impressions delivered during the campaign may be reduced.

4. Billing.

1. Payment Method. Advertiser must provide a credit card or alternative payment instrument accepted by AdMax (“Payment Method”) in order to submit a campaign or to use creative services available via the AdAmp Tool. AdMax or its payment processor(s) may run payment authorization checks in order to validate the Payment Method. To avoid campaign interruptions, the expiration date associated with the Payment Method should occur after the scheduled end date of any campaigns. By providing a Payment Method, Advertiser authorizes AdMax or its payment processor(s) to charge that Payment Method for all amounts due (including applicable taxes) in connection with any campaigns submitted through the AdAmp Tool. Advertiser may update its Payment Method at any time, and AdMax may automatically update the Payment Method using a payment card updater service.
2. Budget. Advertiser will set a maximum budgeted dollar amount to be spent or the desired number of impressions to be delivered over the course of a campaign. AdMax will not charge the Payment Method associated with the account for more than this budgeted amount but may charge less than the budgeted amount based on the number of impressions delivered during the campaign period.
3. Billing Period. AdMax will begin to charge the Payment Method associated with the account after the campaign starts for any impressions delivered. The amount owed will be calculated based solely on AdMax’s measurements. Each billing period will cover the time between scheduled billing dates; see our Billing FAQ for more information. Billing dates may vary, including for example in the event of any processing delays, if a campaign is paused or suspended, or if no impressions are delivered. AdMax will provide a billing confirmation detailing the amount and date for each charge associated with a campaign.
4. Payment Failures. If AdMax is unable to successfully charge the Payment Method associated with the account, the campaign will be suspended or paused and impressions will stop being delivered. AdMax may retry charging the Payment Method. In the event Advertiser does not provide a new Payment Method before the scheduled campaign end date, the campaign will be cancelled. Advertiser remains obligated to pay AdMax for any impressions delivered and agrees to pay all amounts due. ADVERTISER IS RESPONSIBLE FOR PAYING ALL AMOUNTS BILLED TO THE PAYMENT METHOD ASSOCIATED WITH THE ACCOUNT. AdMax may terminate any current or future campaigns and take steps to collect past due amounts; Advertiser will pay all reasonable associated costs and expenses (including reasonable attorneys’ fees).
5. Account Codes/Credits. AdMax may, in its sole discretion, provide a code, credit, coupon, or other form of discount in an amount and on terms and restrictions as provided by AdMax. Account codes, credits, coupons, or other discounts are non-transferable and may not be redeemed for cash. If Advertiser’s account is cancelled, Advertiser will forfeit any account codes, credits, coupons, or other discounts.
6. Refunds. Advertiser will be refunded any amounts paid to AdMax, for order cancellations received at least 7 days prior to the scheduled campaign start date. Once this date has passed, Advertiser may cancel an existing order for the next billing period provided that the cancellation is received at least seven days prior to the next monthly billing cycle.

5. Data and Privacy.

1. Usage. Except as expressly permitted by AdMax in writing, and subject to any restrictions set forth in these AdAmp Terms, Advertiser may only use Ad Data for the purpose of:
1. Optimizing campaigns.
2. Assessing the effectiveness and performance of campaigns.
3. Planning campaigns.
4. Any other use of Ad Data is expressly prohibited.

For the purposes of these AdAmp Terms, “Ad Data” means any data that is accessed, viewed, received, or derived by Advertiser or otherwise provided or made available to Advertiser in connection with the AdAmp Tool, including any campaign reporting, performance metrics, and any data or information available within the AdAmp Tool. Advertiser acknowledges and agrees that Advertiser is only permitted to access and view Ad Data in an aggregated and anonymous manner and shall promptly notify AdMax if Advertiser accesses, views, receives, or is otherwise provided any Ad Data in an individualized (i.e., de-aggregated, de-anonymized) manner.

1. Restrictions. Except as otherwise permitted in these AdAmp Terms, Advertiser will not and will not attempt to:
1. Create compilations or combinations of Ad Data.
2. Commingle Ad Data with other data or across advertising campaigns on platforms other than AdMax.
3. Disclose, sell, rent, transfer, or provide access to Ad Data to any affiliate, third party, ad network, ad exchange, advertising broker, or other advertising service.
4. Associate Ad Data with any identifiable person or user.
5. Use Ad Data for retargeting a user or appending data to a profile regarding a user.
6. Build, create, develop, augment, supplement, or assist with the building, creation, development, augmentation, or supplementation of any segments, profiles, or similar records on any user, device, or browser.
7. Disaggregate or de-anonymize, or attempt to disaggregate, de-anonymize, or otherwise reverse engineer Ad Data.
2. Privacy Policy. By creating an account and using the AdAmp Tool, Advertiser consents to the collection and use of information from or about Advertiser as explained in our Privacy Policy. In addition, Advertiser agrees that it will post a privacy policy on its website and/or mobile platform that complies with applicable law, and will keep the privacy policy posted and adhere to the privacy policy at all times with respect to any Ad Data.

6. Representations and Warranties.

1. Advertiser’s Representations and Warranties. Advertiser represents and warrants that:
1. Advertiser holds all the rights, power, and authority necessary to grant the license described in these AdAmp Terms.
2. All information provided by Advertiser in connection with the AdAmp Tool is and will remain complete, correct, and current.
3. The use and display of the Ad(s) will not violate any applicable laws or the intellectual property rights of any third party.
2. Your Representations and Warranties. You represent and warrant that:
1. You are authorized to, and do, bind Advertiser to these AdAmp Terms.
2. All of Your actions in connection with AdAmp Tool are and will be within the scope of the agency or employment relationship between You and Advertiser, and in accordance with any applicable law. If for any reason you have not bound Advertiser to these AdAmp Terms, You will be liable for Advertiser’s obligations and breach under these AdAmp Terms.

7. Modifications and Termination.

AdMax may modify these AdAmp Terms by posting to https://adamp.tv/terms . Any changes to these AdAmp Terms will become effective on the earlier of AdAmp Tool account creation or, for existing Advertisers, seven (7) days after posting. Notwithstanding the foregoing, any changes specific to new functionality or changes required by law will be effective immediately upon posting.

AdMax may modify, suspend, terminate access to, or discontinue the availability of the AdAmp Tool at any time in its sole discretion. All continuing rights and obligations under these AdAmp Terms will survive cancellation of Advertiser’s AdAmp Tool account.

8. Limitation of Liability and Indemnity.

IN NO EVENT WILL ADMAX OR ITS AFFILIATES, SUCCESSORS, AND ASSIGNS, AND EACH OF THEIR RESPECTIVE INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, THIRD PARTY SERVICE PROVIDERS (INCLUDING THOSE WHO HELP ADMINISTER AND OPERATE THE BETA PROGRAM), AGENTS, AND SUPPLIERS (INCLUDING DISTRIBUTORS AND CONTENT LICENSORS) (COLLECTIVELY, THE “ADMAX PARTIES”) BE LIABLE UNDER ANY LEGAL THEORY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES, HOWEVER CAUSED, ARISING OUT OF OR RELATING TO THE ADAMP TOOL, DELIVERY OF AD(S) VIA THE ADMAX WEBSITE OR APPLICATIONS, OUR RELATIONSHIP, OR THESE ADAMP TERMS, EVEN IF THE ADMAX PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL CUMULATIVE LIABILITY OF THE ADMAX PARTIES FOR ALL CLAIMS, LOSSES, DAMAGES AND EXPENSES SHALL NOT EXCEED THE TOTAL PAID BY ADVERTISER IN THE 6 MONTHS PRECEDING THE CLAIM. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO ADVERTISER, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY. NOTHING IN THESE TERMS SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS.

1. Advertiser’s Agreement to Indemnify. Advertiser agrees to indemnify, defend, and hold harmless the AdMax Parties from and against any and all claims, actions, judgments, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees and costs, arising out of or related to any third-party claim relating in any way to:
1. The actual or alleged breach of these AdAmp Terms, including the representations and warranties above.
2. The content or submission of any Ad(s) provided by Advertiser to AdMax, including any product or services provided by a third party in connection with the AdAmp Tool.
3. Any actions taken by individuals with access to Advertiser’s account that relate to the AdAmp Tool.
2. Your Agreement to Indemnify. You agree to indemnify, defend, and hold harmless the AdMax Parties from and against any and all claims, actions, judgments, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees and costs, arising out of or related to any third-party claim relating in any way to:
1. The actual or alleged breach of these AdAmp Terms, including the representations and warranties above.
2. The content or submission of any Ad(s) provided to AdMax, including any product or services provided by a third party in connection with the AdAmp Tool.

9. Arbitration of Claims.

PLEASE READ THIS CAREFULLY. Should You or Advertiser and AdMax have a dispute, the parties will attempt in good faith for at least 30 days to resolve any controversy or claim arising out of or relating to these AdAmp Terms or use of the AdAmp Tool. If these discussions are unsuccessful, and the parties cannot resolve the dispute informally as provided above, any unresolved dispute, claim or controversy arising out of or relating to use of the AdAmp Tool or these AdAmp Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Los Angeles County, California pursuant to the JAMS Comprehensive Arbitration Rules and Procedures. The parties shall mutually select a neutral arbitrator.

If the parties cannot agree on such arbitrator, each party shall select one neutral arbitrator, and those two arbitrators shall then select a third neutral arbitrator to solely preside over the proceedings. Unless the parties agree otherwise, the neutral arbitrator will be a former or retired judge or justice of any California state or federal court with substantial experience in matters involving the entertainment industry. As an exception to this arbitration agreement, AdMax is happy to provide the right to pursue in small claims court any claim that is within that court’s jurisdiction as long as You and/or Advertiser proceeds only on an individual basis. You, Advertiser and AdMax agree to arbitrate in an individual capacity only, not as a representative or member of a class, and each of us expressly waives any right to file a class action or seek relief on a class basis. The arbitrator will provide a detailed written statement of decision, which will be part of the arbitration award and admissible in any judicial proceeding to confirm, correct or vacate the award.

Either party may appeal an award through the JAMS Optional Arbitration Appeal Procedure. If either party refuses to perform any or all of its obligations under the final arbitration award (following appeal, if applicable) within thirty (30) days of such award being rendered, then the other party may enforce the final award in any court of competent jurisdiction in Los Angeles County. The party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including reasonable attorneys’ fees, incurred in enforcing the award, to be paid by the party against whom enforcement is ordered.

Notwithstanding the foregoing, the parties agree that nothing in this arbitration provision will be deemed to waive, preclude, or otherwise limit Your, Advertiser’s, or AdMax’s rights, at any time, to bring an individual action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling from an arbitrator.

10. Miscellaneous.

1. Governing Law. These AdAmp Terms are governed by, and should be construed in accordance with, the laws of the State of Florida without regard to conflicts of law doctrines. To the extent that the arbitration provision outlined above is not applicable (e.g., when confirming an arbitration award), the parties agree to submit to the exclusive jurisdiction of the courts located in the Los Angeles County of the State of California.
2. Entire Agreement. These AdAmp Terms, and if applicable the AdMax AdAmp Beta Terms, are the parties’ entire agreement relating to their subject and supersede any prior or contemporaneous agreements on that subject. Unless otherwise explicitly agreed to in writing, no other terms will apply to Advertiser’s use of the AdAmp Tool or the delivery of its Ad(s) on the AdMax website or application.
3. Notices. Notices to AdMax under these AdAmp Terms must be in writing and sent (a) if to AdMax, to email address help@adamp.tv subject: General Counsel; and (b) if to Advertiser, to the email address or street address provided via the AdAmp Tool.
4. No Waiver. Neither party will be deemed to have waived any rights by not exercising or delaying exercising rights under these AdAmp Terms. No waiver of any breach of these AdAmp Terms shall be construed to be, or shall be, a waiver of any other breach of these AdAmp Terms. No waiver shall be binding unless in writing and signed by the party waiving the breach.
5. Severability. If any provision of these AdAmp Terms or the application of any such provision is determined to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, without regard to the invalidity of the provision, and these AdAmp Terms shall be construed as if the provision had never been in these AdAmp Terms.
6. Assignment. Advertiser may not assign or transfer any rights, or delegate any duties, under these AdAmp Terms without AdMax’s prior written consent, and any attempted assignment, transfer or delegation without such consent shall be void. AdMax can assign or otherwise transfer AdMax’s rights under these AdAmp Terms without Advertiser consent.
7. Third Party Beneficiaries. There are no third-party beneficiaries to the AdAmp Terms.
8. No Agency. These AdAmp Terms do not establish any agency, partnership, or joint venture between Advertiser and AdMax.
9. Force Majeure. Except for payment obligations, no party or its affiliates is liable for inadequate performance to the extent caused by a condition that was beyond its reasonable control.
10. Communication. Advertiser agrees to receive communications from AdMax via e-mail, regular mail, or postings on the AdAmp Tool, including communications regarding Advertiser’s account, campaign or Ad(s).
11. Feedback. AdMax may, at its sole discretion, provide the opportunity to evaluate the AdAmp Tool, including the opportunity to submit bug reports, evaluations, or proposed modifications (“Feedback”). In the event that Feedback is provided to AdMax, AdMax will be free to incorporate and otherwise use and exploit the Feedback, with no obligation of any kind.