PPSTUDIO AND MARKETPLACE FOR DEMAND ADVERTISERS
TERMS AND CONDITIONS


1. DEFINITIONS.
1.1	“Ads” means advertisements and any material that promotes a brand or products or services, and shall include, without limitation, native ads, video ads, interstitial ads, ad banners, badges, buttons and text links, as sourced by Publisher for display on Inventory hereunder.
1.2	“Advertiser” means an advertiser, media buyer, ad-agency or other provider of Ads.
1.3	“CPM” means cost per thousand impressions.
1.4	 “Creative” includes but not limited to copywriting, video, graphics, sound, file, visual, design, animation, website link, configuration and interface related design, mark, and/or program source code.
1.5	“End User” means any web or mobile end user that views, is able to view, or interacts with an Ad in connection with the TenMax Services.
1.6	“Intellectual Property Rights” means copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right.
1.7	“Inventory” means elements of a website or application that a Publisher designates for placement of Ads.
1.8	“Publisher” means a seller of Inventory that owns or controls the sites or applications that host Inventory.
1.9	“Property” means Publisher’s websites, mobile applications, media players, mobile content, and/or other properties approved by TenMax. 
1.10	“Service Data” means any data that either party collects during delivery of Ads or performance of its obligations under this Agreement, including the End User device information, End User’s session-based browsing behavior, number of impressions, http header information, and any other data that Publisher elects to provide.
1.11	“TenMax Marketplace for Demand Advertisers” is the TenMax marketplace that provides automated real-time bidding services for advertisers, buying available Inventory from publishers (“Marketplace for Demand Advertisers”).
1.12	 “TenMax PPStudio Platform” provides Publisher to place Ads utilizing Ads templates developed and/or customized for Publisher at sole discretion of TenMax for Ads placement on Property operated by Publisher (“PPStudio).
1.13	 “TenMax Services” means collectively, the PPStudio and the TenMax UI, and all related user portals, technology and software. 
1.14	“TenMax UI” means the Publisher online interface through which Publisher can login and manage its Ad campaigns, as made available by TenMax.
2. LICENSES.
2.1	License to TenMax Services. Subject to the terms and conditions of this Agreement, Publisher shall have the right during the Term to access and use the [PPStudio and Marketplace for Demand Advertisers] solely for purposes of: (a) bidding for Inventory on the [PPStudio and Marketplace for Demand Advertisers] , and (b) receiving reports of advertising requests, impressions and other data related to the delivery of Ads through the [PPStudio and Marketplace for Demand Advertisers] .
2.2	License to Ads. During the Term, Publisher grants TenMax a license under all of Publisher’s applicable rights to serve, route and place Ads onto Inventory.
3. OBLIGATIONS.
3.1	Publisher Responsibility. Publisher shall be solely responsible for all aspects of dealing with its Advertisers (e.g., selling, collection of payment, client service), content and placement of Ads, and handling all inquiries of any type or nature. Publisher will be responsible for any acts or omissions of an Advertiser that is in breach of this Agreement or violation of any applicable laws.
3.2	Restrictions. Publisher shall have no rights or licenses with respect to the TenMax Services except as expressly provided in this Agreement and TenMax reserves all rights not explicitly granted herein. Publisher may not (a) copy, distribute, rent, lease, lend, sublicense, transfer or make the TenMax Services available to any third party without written consent from TenMax, (b) decompile, reverse engineer, or disassemble the TenMax Services, (c) create derivative works based on the TenMax Services; or (d) modify, remove, or obscure any proprietary notices or legends that appear on the TenMax Services or during the use and operation thereof.
3.3	Prohibited Actions. Publisher will not, and will not allow any third party to: (a) generate queries, or impressions of or clicks on Ads through any automated, deceptive, fraudulent or other invalid means (including, click spam, robots, macro programs, and Internet agents); (b) encourage or require End Users to click on Ads through offering incentives or any other methods that are manipulative, deceptive, malicious or fraudulent; or (c) create or attempt to create a substitute or similar service or product through use of or access to any of the TenMax Services or proprietary information related thereto.
4. DATA
4.1	TenMax Service Data. In connection with the operation of the TenMax Services, TenMax may collect and receive Service Data. Publisher agrees that TenMax may, so long as such use and storage is in compliance with all applicable laws, rules, and regulations: (a) use such information to provide the TenMax Services to Publisher and its Advertisers; (b) use and store such information for TenMax’s internal business purposes; (c) disclose such information as may be required by law or legal process; and (d) use and disclose such information when it is aggregated with similar information relating to other TenMax customers or End Users, and does not specifically identify the Publisher or End User.
4.2	Publisher Service Data. Publisher and its Advertisers may use Service Data to deliver the applicable Ad so long as such use is (a) in compliance with all applicable privacy policies, laws, rules, regulations and industry self-regulatory regimes relating to the collection, use and disclosure of Service Data (including but not limited to applicable restrictions on retargeting, merging with other data, and use of personal identifiable information (“PII”) or sensitive data); and (b) and that it provides any notices and options, and obtains any consents or authorizations End Users that may be required in connection therewith.
4.3	User Volunteered Data. “User Volunteered Data” means any personally identifiable or sensitive information of End Users collected by Publisher or its Advertiser directly via any Ad. If Publisher or Advertiser collects any User Volunteered Data via an Ad, Publisher or Advertiser must expressly disclose to such individual End User that such collection is solely on behalf of Publisher or its Advertiser. User Volunteered Data will be solely collected and handled by Publisher or its Advertiser, and shall be subject to Advertiser’s posted privacy policy. 
5. PRIVACY.
5.1	During Term of the Agreement, Publisher represents and warrants to comply with the local data privacy and protection laws where the Publisher domiciles, and Publisher further commits to compliance of the European Data Privacy and Protection Act. In case where Publisher is required to Process Personal Data on behalf of an EU/EEA-based Data Controllers or Data Exporters for data transferred to Data Processor domiciles in non-EU/EEA countries, Publisher shall comply to EC Commission Decision 2010/87/EU dated 5 February 2010. Publisher shall ensure an adequate level of protection for data transfers to non-EU/EEA countries where Publisher agrees to be bound by so-called Model Contracts or Standard Contractual Clauses (https://www.tenmax.io/data_processing_agreement). Publisher agrees that the Supervisory Authority has the right to conduct an audit of the Data Importer, and of any Sub-Processor, which has the same scope and is subject to the same conditions as would apply to an audit of the Data Exporter under the applicable data protection law. "Personal Data", "Special Categories of Data", "Process/Processing", "Controller", "Processor", "Data Subject" and "Supervisory Authority" shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the Processing of Personal Data and on the free movement of such data.
5.2	Publisher agrees to post a visible and easily accessible privacy policy or link to the privacy policy on its landing page of Property. Publisher further agrees to its privacy policy to indicate at least the op-out option and contact or email information of its Chief Data Officer.
5.3	Publisher agrees and consent to be bound by the Agreement and/or TenMax Terms and Conditions for TenMax Service, including but not limited to Ads policy (https://www.tenmax.io/policy), privacy policy (https://www.tenmax.io/privacy-policy), and data processing model contract (“TenMax Terms) specified and prescribed by TenMax. TenMax reserves the right to amend or update TenMax Terms from time to time (each an “Updated TenMax Terms”). The Updated TenMax Terms shall become effective once released on the TenMax website. By continuing use TenMax Service, Publisher irrevocably agrees and consents to be bound by the Updated TenMax Terms. Publisher shall voluntarily review the latest Updated TenMax Terms when using the TenMax Service.
6. TERMINATION.
6.1	Termination. Either party may terminate the Agreement if the other party is in material breach of any obligation, representation or warranty hereunder with a 30-days prior written notice. The Agreement will be considered terminated within 10 business days of CCFM's receipt of Publisher’s notice. Either party may terminate immediately upon notice at any time if: (a) the other party files a petition for bankruptcy or is adjudicated as bankrupt; (b) a receiver is appointed over all or substantially all of the other party’s assets or business; or (c) the other party is dissolved or liquidated.
6.2	Survival. Sections 4, 5, 6, 7 to 10 of this Agreement, shall survive termination of this Agreement. Upon termination of this Agreement for any reason, all licenses granted herein shall be terminated and Publisher shall discontinue all use of the TenMax Services.
7. OWNERSHIP. As between the parties, TenMax retains all right, title and interest in and to the TenMax Services and any materials created, developed or provided by TenMax in connection with this Agreement, including all Intellectual Property Rights related to each of the foregoing. As between the parties, Publisher retains all right, title and interest in and to the Publishers Services and any materials created, developed or provided by Publisher in connection with this Agreement, including all Intellectual Property Rights related to each of the foregoing. If Publisher provides any feedback or suggestions to TenMax or CCFM, Publisher agrees to assign all right, title and interest in and to such feedback to TenMax.
8. REPRESENTATIONS AND WARRANTIES. 
8.1	Each party represents, warrants and covenants to the other party that: (a) it has the full power and authority to enter into this Agreement; (b) the execution of this Agreement and performance of its obligations under this Agreement does not violate any other agreement to which it is a party; and (c) this Agreement constitutes a legal, valid and binding obligation when executed and delivered.
8.2	Publisher represents and warrants that the Ads served into the PPStudio and Marketplace for Demand Advertisers pursuant to this Agreement  shall: (a) not contain any indecent, obscene, or pornographic material, drugs, gambling, hate speech, racist, libelous, defamatory, contrary to public policies, spam, malicious code, highly explosive subject matter or any illegal subject matter or activities or any other content that does not meet applicable advertising regulations and any content contrary to applicable laws and regulations in the applicable territory; (b) be free of any "virus", "Trojan Horse", malware, or any other malicious code as such terms are understood in the computer industry; (c) comply with all applicable laws and regulations, and policies and requirements from respective media; (d) not breach any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy.
9. DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, AND EACH PARTY EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. TENMAX AND ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE TENMAX SERVICES WILL BE CORRECT, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THEY ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TENMAX DOES NOT WARRANT THE RESULTS OF USE OF THE TENMAX SERVICES.
10. INDEMNIFICATION.
10.1	CCFM Indemnification. CCFM agrees to indemnify, defend, and hold Publisher and its directors, officers and employees harmless from and against any third party liabilities, damages or expenses (including reasonable attorneys’ fees) arising out of any claim, demand, action, or proceeding initiated by a third party: (a) to the extent alleging that the technology underlying the TenMax Services, or any portion thereof, infringes any third party patent or copyright or misappropriates any third party trade secret; or (b) attributable to the alleged or actual breach of CCFM’s representations and warranties set forth in Section 7.
10.2	Publisher Indemnification. Publisher agrees to indemnify, defend, and hold TenMax or CCFM,  its directors, officers and employees harmless from and against any liabilities, damages or expenses (including reasonable attorneys’ fees) arising out of any claim, demand, action, or proceeding initiated by a third party to the extent attributable to: (a) the alleged or actual breach of Publisher’s representations and warranties set forth in Section 7; (b) Publisher’s failure to secure all rights, title, and interest necessary to display the Ads via the PPStudio and Marketplace for Demand Advertisers; (c) allegation that the content, or that the services, products or goods being advertised in the Ads, violate any applicable law; (d) allegation that the Ads infringe upon, violate, or misappropriate any Intellectual Property Rights, or slander, defame, or libel any person, or do not comply with applicable law; or (e) Publisher’s or the Ads’ failure to comply with TenMax policies.
10.3	Procedure. As a precondition to indemnity coverage, the party seeking indemnification (the “Indemnified Party”) must comply with the following indemnification procedures: (a) Indemnified Party promptly notifies indemnifying party (the “Indemnifying Party”) in writing of the claim, except that any failure to provide this notice promptly only relieves Indemnifying Party of its indemnification responsibility to the extent its defense is materially prejudiced by the delay; (b) grants Indemnifying Party sole control of the defense and/or settlement of the claim; and (c) provides Indemnifying Party, at Indemnifying Party’s expense, with all assistance, information and authority reasonably required for the defense and/or settlement of the claim, but in a manner consistent with Indemnified Party’s confidentiality obligations and preservation of attorney/client and work product privileges.
10.4	Exclusions. TenMax or CCFM assumes no indemnity liability for: (a) any infringement claims arising out of the combination of the TenMax Service or use with other hardware, software or other items not provided by TenMax to the extent such infringement would not have occurred absent such combination or use; (b) any unauthorized modification of the TenMax Services; or (c) any claims arising out of TenMax’s compliance with Publisher’s specifications or designs. In the event of a claim, demand, action or proceeding that the technology underlying the TenMax Services infringes or misappropriates any third party Intellectual Property Right or other right or, if in TenMax’s reasonable opinion, such claim, demand, action or proceeding is likely to occur, TenMax shall have the right, at TenMax’s sole cost and expense, to either: (i) obtain the right to continued use of the affected portion of the TenMax Services, or (ii) modify or replace the affected portion of the TenMax Services to eliminate the infringement or misappropriation. If TenMax is unable to achieve the foregoing (i) or (ii) in a commercially reasonable manner, TenMax shall have the right to immediately terminate this Agreement upon written notice to Publisher without liability thereafter. The provisions of this Section 9 constitute Publisher’s sole remedy and TenMax’s exclusive liability related to the TenMax Services with respect to any infringement, violation, or misappropriation of any Intellectual Property Right.
11. LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO LIABILITIES ARISING OUT OF A PARTY’S INDEMNIFICATION OBLIGATIONS, PUBLISHER’S BREACH OF THE LICENSES GRANTED TO PUBLISHER, OR EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREIN, (A) NEITHER PARTY IS LIABLE TO THE OTHER PARTY HEREUNDER FOR ANY PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST BUSINESS, REVENUE, OR ANTICIPATED PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCEPT WITH RESPECT TO LIABILITIES ARISING OUT OF PUBLISHER’S BREACH OF THE LICENSES GRANTED TO PUBLISHER, OR EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREIN, IN NO EVENT WILL EITHER PARTY’S LIABILITY AND DAMAGES UNDER THIS AGREEMENT EXCEED THE SUM OF THE TOTAL FEES RECIEVED BY THAT PARTICULAR PARTY UNDER THIS AGREEMENT DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE THE CLAIM FIRST AROSE. THE PARTIES AGREE THAT THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT INCREASE THE FOREGOING LIMIT, AND THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
12. CONFIDENTIALITY.
12.1	“Confidential Information” means any and all information that is disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, which if disclosed in writing or tangible form is marked as “Confidential,” or with some similar designation, or if disclosed orally, is identified as being proprietary and/or confidential at the time of disclosure, or under the circumstances and nature of the information would be reasonably deemed to be confidential. In the case of CCFM, Confidential Information includes the features and functionality of the TenMax Services. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (b) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) the receiving party rightfully obtains from a third party without restriction on use or disclosure.
12.2	Use and Disclosure Restrictions. Each party shall not use the other party’s Confidential Information except as necessary to exercise its rights or perform its obligations under this Agreement. Each party shall not disclose the other party’s Confidential Information to any third party except to those of its employees, subcontractors, and advisers that need to know such Confidential Information and are contractually bound to the use and disclosure restrictions set forth in this Agreement. Each party will use all reasonable efforts to maintain the confidentiality of all Confidential Information of the other party in its possession or control, but never less than the efforts that party ordinarily uses with respect to its own proprietary information of similar nature and importance. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement or (b) on an as-needed, confidential basis to its legal or financial advisors. Each party may disclose the terms and conditions of this Agreement as required under applicable securities regulations and on a confidential basis to current or prospective investors or acquirers of such party.
13. MISCELLANEOUS.
13.1	Relationship of the Parties. The parties are independent contractors with respect to each other. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. Nothing herein contained shall give, or is intended to give, any rights of any kind to any third parties.
13.2	Assignment. Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign its rights and obligations under this Agreement without the consent of the other party in connection with any merger (by operation of law or otherwise), consolidation, reorganization, change in control or sale of all or substantially all of its assets related to this Agreement or similar transaction, to be effective upon notice to the other party; and further provided that the other party may then terminate this Agreement immediately by providing notice of termination to the assigning party within 30 days of notice of assignment. This Agreement inures to the benefit of and shall be binding on a party’s permitted assignees, transferees and successors.
13.3	Force Majeure. Except for payment obligations, neither party will be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, internet or telecommunications failures, shortages of or inability to obtain labor, energy, or supplies, war, terrorism, riot, acts of God or governmental action, acts by hackers or other malicious third parties and problems with the Internet generally, and such performance shall be excused to the extent that it is prevented or delayed by reason of any of the foregoing.
13.4	Headings and Wording. Section headings are for reference purposes only, and should not be used in the interpretation hereof. No provision of this Agreement will be construed against either party as the drafter thereof.
13.5	Notices. All notices under the terms of this Agreement shall be given in writing and sent by hand, registered mail, or internationally recognized carrier, or confirmed email to the address set forth in the signature line of the Cover Page. All notices are deemed to have been received when they are hand delivered, or five business days of their mailing, or on the business day following the day of a confirmed email transmission.
13.6	Waiver. A waiver of any provision of this Agreement will only be valid if provided in writing and will only be applicable to the specific incident and occurrence so waived. The failure by either party to insist upon the strict performance of this Agreement, or to exercise any term hereof, will not act as a waiver of any right, promise or term herein.
13.7	Construction. This Agreement shall be fairly interpreted and construed in accordance with its terms and without strict interpretation or construction in favor of or against either party. Each party has had the opportunity to consult with counsel in the negotiation of this Agreement.
13.8	Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination will not impair or affect the validity, legality, or enforceability of the remaining provisions of this Agreement, and each provision is hereby declared to be separate, severable, and distinct.
13.9	Governing Law; Venue. This Agreement shall be governed and construed in accordance with the laws of Taiwan, and the Taipei District Court shall be the court of competent jurisdiction for the first instance. The parties agree that the Taipei District Court will have exclusive jurisdiction and venue under this Agreement, and the parties hereby agree to submit to such jurisdiction exclusively.
13.10	Entire Agreement. This Agreement constitutes the complete, final and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous oral or written representations, understandings, agreements or communications between them concerning the subject matter hereof. Any amendment to this Agreement must be in a writing signed by both parties. 
13.11	Counterparts.  This Agreement may be executed via facsimile, .pdf, and in counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute a single instrument.