TrypScore Insertion Order Master Terms

Updated and Effective as of:  January 1, 2021

Introduction

These Insertion Order Master Terms (the “Master Terms”) govern advertising services provided and managed by Medidas Digital Inc. (“Managed Services”).  Each of Medidas Digital Inc. and its affiliates (“MDI”) on the one hand, and you on the other, are individually referred to as a “party” and collectively as the “parties.” Managed Services are detailed on Insertion Orders (each an “IO”).

These Master Terms incorporate by reference and are subject to any creative and technical specifications, brand guidelines and due dates set forth by MDI, and all other MDI policies or guidelines governing the use of MDI’s products or services (collectively, “Policies”), as well as the TrypScore Terms of Use.

1. Advertising on TrypScore

a) “Ad” means any ad listed on an IO.

b) By executing an IO, you agree to: (i) these Master Terms; (ii) the terms applicable to the Managed Services on the IO (“Program Terms”); and (iii) the IO, including any additional terms listed on the IO, as applicable (collectively, the “Agreement”).

2. Agencies

If an agent, or any other person, organization, or entity (“Agency”), enters into the IO on behalf of an Advertiser, then (a) “Advertiser” is the entity on whose behalf the Agency is purchasing the advertising products; (b) Agency represents and warrants that it is the authorized agent of the Advertiser, it has legal authority to enter into the Agreement on behalf of the Advertiser, and it can make all decisions for Advertiser related to the Agreement; and (c) the definition of “you” and “your” includes both Advertiser and Agency. Agency agrees that MDI may send invoices and campaign reporting directly to the Advertiser.

3. Payments and Credit Check

Payments for orders via the Managed Services are governed by the Payment Terms below. You authorize MDI to obtain credit reports on you from one or more credit bureaus. MDI may extend, revise, or revoke credit to you at any time in its sole discretion.

4. Prohibited Activities

You will not (a) interfere or attempt to interfere with the proper working of any website, mobile application, or other media platform owned, operated, or controlled by MDI or its affiliates (“Platform”), or any other MDI system; (b) gather, access, or otherwise process any information relating to an identified or identifiable natural person via the Platform or any other MDI system for any purpose without the prior written consent of MDI; (c) transmit into any MDI system any “back door,” “time bomb,” “Trojan Horse,” “worm,” “drop dead device,” “virus,” “spyware,” or “malware,” or any computer code or software routine, which permits unauthorized access to, disables, damages, erases, disrupts, or impairs the normal operation of, or use of any MDI system, or any component thereof; (d) except with respect to automated means made available by MDI or as authorized by MDI in writing, use any automated means to access or manage your use of the Managed Services, including accessing, monitoring, scraping, or copying any MDI system, or any portions thereof, whether through the use of robots, scripts, spiders, or otherwise; (e) use or publicly display anything created via the Managed Services other than on the Platform; or (f) resell Managed Services. For purposes of these Master Terms, “Personal Data,” means any information relating to an identified or identifiable natural person (“Data Subject”); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

5. Representations and Warranties

You represent and warrant that (a) neither you, nor any of your affiliated companies, are included on any of the restricted party lists maintained by the United States, European Union, United Kingdom, or any government authority in the countries where you operate – for example, the United States Specially Designated Nationals List, Foreign Sanctions Evaders List, Denied Parties List, Unverified List, and Entity List, and the United Kingdom and European Union consolidated lists of persons and entities subject to financial sanctions targets; (b) you are not owned or controlled by such a restricted party; (c) you are not resident in, located in, or organized under the laws of any country with which trade is prohibited by the sanctions described above; (d) in the performance of this Agreement, you will not do business with or provide goods or services, directly or indirectly, to anyone on the restricted party lists or to any country with which trade is prohibited by any applicable sanctions; (e) you have the full power and rights to perform your obligations under this Agreement; (f) you will comply with Applicable Law and these Master Terms in your performance under this Agreement; (g) you are an entity validly existing and in good standing under the laws of the jurisdiction of incorporation or organization; and (h) all information provided by you to MDI is complete and accurate in all material respects. For purposes of this Agreement, “Applicable Law” means all applicable federal, state, provincial and local laws, statutes, ordinances, rules, public order rules, and regulations of any jurisdiction.

If you provide MDI any Personal Data, you (a) represent and warrant that (i) the providing party has all necessary rights and consents to disclose the Personal Data of each Data Subject; and (ii) you or another providing party has properly informed each Data Subject of the disclosure of their Personal Data; and (b) agree to MDI’s use of such Personal Data to fulfill MDI’s obligations under the Agreement.

Agency further represents and warrants that (a) it is authorized to bind each Advertiser to these Master Terms and any IO; and (b) all of its actions in connection with these Master Terms are and will be within the scope of the agency relationship between Agency and each Advertiser.

6. Indemnification

You agree to indemnify, defend, and hold harmless MDI, its affiliates, directors, officers, stockholders, employees, licensors, and agents from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) due to, arising out of, or relating in any way to (a) your actual or alleged breach of this Agreement; (b) your use of products or services provided by a third party in connection with the Managed Services, even if recommended, made available, or approved by MDI; (c) any fraud or misrepresentation by you in connection with this Agreement; and (d) your gross negligence or willful misconduct in connection with this Agreement.

MDI will promptly notify you in writing of any indemnification claim, but any failure to notify you will not relieve you from any indemnity liability or obligation you may have, except to the extent you are materially prejudiced by that failure. MDI will reasonably cooperate with you, at your expense, in connection with the defense, compromise, or settlement of any indemnification claim. You will not compromise or settle any claim in any manner, nor make any admission of liability, without MDI’s prior written consent, which MDI may provide in its sole discretion. MDI may participate (at its cost) in the defense, compromise, and settlement of the claim with counsel of its own choosing.

7. Publicity

Except as permitted by MDI in the Policies, you will not make any public statements (a) regarding the substance of this Agreement; or (b) using MDI’s or its affiliates’ name, logos, trademarks, or other intellectual property, or any campaign-related information provided to you by MDI. In the event such use is permitted in the Policies, such use will inure solely to MDI’s benefit and will be revocable at any time in MDI’s sole discretion.

8. Survival

The Introduction and Sections 2-20 will survive cancellation of any IO or expiration of the Agreement. In addition, those provisions that by their nature are intended to survive cancellation of any IO or expiration of the Agreement will so survive.

9. Governing Law and Disputes

The laws of the Province of Alberta, except for its conflict-of-laws principles, govern these Master Terms and any proceedings arising out of or relating to this Agreement, or its subject matter, including any tort claims. Any such proceedings will be litigated exclusively in the Provincial courts located in the City of Edmonton, Alberta, Canada.  The parties consent to personal jurisdiction in these courts. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY.

10. Limitation of Liability

a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, MDI AND MDI’S MANAGING MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR MULTIPLE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, INCLUDING ANY SUCH LOSSES (i) RESULTING FROM YOUR USE OF PRODUCTS OR SERVICES PROVIDED BY A THIRD PARTY IN CONNECTION WITH AN IO, EVEN IF RECOMMENDED, MADE AVAILABLE, OR APPROVED BY MDI; OR (ii) RELATING TO THIS AGREEMENT, EVEN IF MDI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL MDI’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THIS AGREEMENT EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID UNDER THE APPLICABLE IO IN THE THREE MONTHS PRECEDING THE DATE OF THE ACTIVITY GIVING RISE TO THE CLAIM.

b) YOUR USE OF PRODUCTS OR SERVICES PROVIDED BY A THIRD PARTY IN CONNECTION WITH THIS AGREEMENT IS AT YOUR OWN RISK AND IS SUBJECT TO THE THIRD PARTY’S TERMS. MDI IS NOT LIABLE FOR ANY DIRECT DAMAGES, NOR ANY OF THE OTHER DAMAGES OR LOSSES LISTED IN THIS SECTION 10, INCURRED BY YOU AS A RESULT OF YOUR USE OF PRODUCTS OR SERVICES PROVIDED BY A THIRD PARTY.

c) EXCEPT AS EXPRESSLY PROVIDED IN THESE MASTER TERMS, MANAGED SERVICES ARE PROVIDED AS-IS; MDI MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AND MDI DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11. Notices

All notices must be in writing. Notice will be deemed given (a) upon receipt if delivered in person; (b) upon delivery if by an internationally recognized mail service (e.g., Federal Express), overnight courier, or certified or registered mail, postage prepaid, return receipt requested; or (c) on the date transmitted by email. All notices to MDI must be sent to: Medidas Digital Inc., 2900 Manulife Place, 10180 101 Street, Edmonton, Alberta T5J 3V5 , Attn: General Counsel and also to [email protected]. All notices to you will be sent to the email address or street address that you have listed on the IO. You agree that all agreements, notices, disclosures, and other communications that MDI provides to you electronically satisfy any legal requirement that those communications be in writing.

12. No Agency

These Master Terms do not establish any agency, partnership, or joint venture between you and MDI.

13. Attorneys’ Fees

In any action arising out of or relating to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs.

14. Terminology

References to a Section include all of its subsections. The Section headings are for convenience only and will not affect how this Agreement is construed. Unless the Agreement refers specifically to “business days,” all references to “days” mean calendar days. In the Agreement, “you” and “your” mean the entity executing the IO (for Agencies, please also see Section 2 above). The words “include,” “includes,” and “including” mean “including without limitation.”

15. Modifications

MDI may update these Master Terms, any additional terms described in these Master Terms, the Policies, the Medidas Digital Inc. Terms of Service, and the MDI Privacy Policy at any time. You agree that MDI may notify you of any such updates via email, via posting the updates on the Master Terms link or on any other MDI Platform, or via another method reasonably selected by MDI. Thereafter, your use of the Managed Services (or engaging in such other conduct as MDI may reasonably specify) constitutes acceptance of and agreement to those updates. Any other amendments, modifications, supplements, waivers, or other changes to the Agreement must be in writing and signed by duly authorized representatives of each party.

16. Force Majeure

Excluding payment obligations, neither you nor MDI will be liable for delay or default in the performance of its respective obligations under this Agreement if such delay or default is caused by conditions beyond the party’s reasonable control (“Force Majeure Event”). If a Force Majeure Event has continued for five business days, MDI and you will have the right to cancel the remainder of the IO without penalty.

17. Conflicts

If there is a conflict between these Master Terms, any Program Terms, and any IO, the conflict will be resolved according to the following order of precedence (a) Program Terms, (b) Master Terms, and (c) the IO. Notwithstanding the foregoing, the IO may amend the Master Terms or the applicable Program Terms if the amended terms contained in such IO (i) specifically identify the provision(s) of the Program Terms or the Master Terms they amend and (ii) the IO is fully executed. Any amendments made in an IO will apply only to that IO.

18. Assignment

You may not assign, delegate, or otherwise transfer this Agreement or any of your rights or obligations under this Agreement without the express prior written consent of MDI. This Agreement will bind each party and its successors and assigns. MDI may assign this Agreement, including all rights and obligations under it, to any of its affiliates.

19. Miscellaneous

a) If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated. If a party does not enforce a provision in this Agreement, it will not be considered a waiver. No waiver of any provision or right will affect the right of the waiving party to enforce any other provision or right.

b) This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the parties regarding the subject matter contained herein. No terms or conditions other than those set forth in this Agreement will be binding on MDI unless expressly agreed to in writing by MDI.

c) MDI will not be required to act, or abstain from action, if such action or abstention would violate the laws of the United States or any applicable foreign jurisdiction, including the anti-boycott laws administered by the United States Departments of Commerce and Treasury.

d) You may not disclose any nonpublic information shared by MDI, including all information regarding alpha or beta products or programs. 

TrypScore Managed Advertising Terms

The Managed Advertising Terms apply to all Ads listed on an IO.

1. Definitions

“Advertiser Data” is any Personal Data provided by you or your agents to Medidas Digital Inc. (hereafter “MDI”) in connection with an Ad.

“Advertising Materials” means artwork, copy, photos, images, visual assets, trademarks, logos, service marks, audio content, audiovisual materials, email addresses, video, URLs, musical compositions, master recordings, sound effects, or any other intellectual property or other content provided or approved by you or on your behalf.

“Pyn” means any product listed on an IO that consists of an Advertiser-sponsored location being identified on the Pyn Map within the platform.

“Challenge”or “Reward”means any product listed on an IO that consists of an Advertiser-sponsored in-app activity not related to a Geofence-triggered activation.

“Geofence” means (i) the geographical area within which Users are able to access a given Pyn, subject to any restrictions over designated locations within the Geofence as determined by MDI, or (ii) the audience of Users to whom the Pyn is targeted, as stated on the applicable IO. Geofences for sponsored public location products are groupings of similar locations as determined by MDI in its sole discretion.

“Promotion” means any sweepstakes, contest, offer, or other promotion offered by you.

“MDI Data” means any data that is collected, received, or derived from an Ad or is otherwise provided in connection with an Ad, but not Advertiser Data.

“Targeted Notification” means a one-way communication from the TrypScore platform to designated Users by way of the TrypScore Inbox.

“TrypScore Business”means the browser-based platform made available to Advertisers to view information related to combined data gathered by the TrypScore app with regards to activity within Advertiser sponsored Geofences.

“Users” means users of the Platform.

2. Ads

a) You will provide Ads to MDI in accordance with these Managed Advertising Program Terms.

b) You grant to MDI  and its affiliates a non-exclusive, non-transferable (except as provided herein), sublicensable, irrevocable, worldwide, royalty-free, license to use, archive, copy, cache, encode, record, store, reproduce, distribute, transmit, broadcast, adapt, modify, publish, promote, exhibit, synchronize, communicate to the public, make available, publicly display, and publicly perform the Advertising Materials as set forth in this Agreement.

c) To the extent permitted by Applicable Law, MDI does not guarantee the performance of Ads or the Platform, or that Ads will reach the audience targeted. MDI runs systems that attempt to detect fraudulent activity, but MDI is not responsible for such fraudulent activity or any technological issues that may affect the cost or performance of the Ads. MDI does not guarantee perfect delivery.

d) MDI may use Ads for advertising, marketing, and promotional purposes once the Ads have run.

e) MDI makes no commitments regarding editorial or content adjacency, or competitive separation, for Ads.

f) If you use an Ad as part of a Promotion, you are solely responsible for complying with Applicable Law wherever your Promotion is offered, as well as with TrypScore’s Terms of Use. Unless MDI expressly agrees otherwise in writing, MDI will not be a sponsor or an administrator of your Promotion.

g) You acknowledge that Users may use the Advertising Materials for purposes or in ways other than you anticipated. You agree that such uses constitute user-generated content for which neither MDI nor its affiliates bear any responsibility. You agree that neither MDI nor its affiliates are liable for any claims or losses based on or arising from any user-generated content, including user-generated content that makes use of the Advertising Materials, whether on the Platform or beyond.

h) To the extent permissible under Applicable Law, you irrevocably waive any moral rights or equivalent rights you may have in the Advertising Materials throughout the world. To the extent a waiver is not permitted, you agree not to assert any such rights against MDI.

i) MDI may run multiple Ads over any one location. MDI reserves the right in its discretion to block certain areas without notice.

j) You acknowledge and agree that Users may be able to save, share, and view MDIs incorporating Ads during and beyond the Ad’s run time.

k) MDI may provide you the option to age-target an Ad.. If a Targeted Notification requires age-targeting by Applicable Law or industry standards in the region where the Ad will run, you are responsible for informing MDI of such targeting requirements, and MDI will not be liable if you fail to do so.

l) MDI may in its sole discretion apply a label or disclosure to notify Users that the Ad is a purchased product. MDI may in its sole discretion include in that label or disclosure your name as you have provided it to MDI. You, not MDI, are responsible for including any legally required advertising disclosure in the Ad.

m) MDI may provide you the option to make an Ad accessible to Users within a geographical area specified by Advertiser. Advertiser is solely responsible for ensuring the accuracy of any information it provides to MDI for this purpose.

3. Campaigns

a) Each IO will include the Ads, the amounts to be paid for the Ads, the geographic area(s) or types of locations where the Ads will run, the start dates and end dates of each Ad, and any other information reasonably requested by MDI. If you execute an IO which MDI has sent, MDI will deliver the Ads listed on that IO in accordance with that IO.

b) MDI will make commercially reasonable efforts to make reporting available for Ads.

4. Cancellation

a) Cancellation. Unless otherwise specified on an IO, you or MDI may cancel an entire IO, or a specific Ad placement listed on an IO, without penalty, as follows:

i) Pyn Placements. With 14 days’ prior written notice, for any Pyn placements. For clarification, if you cancel a Pyn placement (A) 14 or more days in advance of the start date, then the Pyn placement is cancelled in full; (B) within 14 days of the start date, then MDI will invoice you for the prorated portion of the Pyn placement through 14 days from the cancellation date; (C) after the start date, then MDI will keep the Pyn placement for 14 days from the cancellation date and terminate thereafter, invoicing for all delivered activations.

ii) Flat Fee Pyn Placements. With 30 days’ prior written notice for any flat fee-based Pyn placements.

iii) Sponsored Challenges. With 90 days’ written notice prior to the start date of any Sponsored Challenge. If the Sponsored Challenge is for a period less than 90 days, then notice must be provided prior to the earliest start date of the specific Sponsored Challenge, and all Sponsored Challenge dates occurring after the applicable start date will be cancelled.

iv) Ad Packages. For any Ad sold as part of a MDI advertising package, the cancellation period for the Ad with the longest cancellation window will apply for all Ads in the package, irrespective of the type of Ad.

v) Custom Material. You will remain liable to MDI for all amounts due for any custom material provided to you or completed by MDI or its third-party vendor prior to the effective date of cancellation. For IOs that contemplate the provision or creation of custom material, MDI will specify the amounts due for such custom material as a separate line item. MDI owns all custom material, and custom material may only be displayed on TrypScore, unless MDI approves in writing.

b) Effect of IO Cancellation. Upon cancellation or expiration of an IO, the licenses granted in these Master Terms will expire immediately. But, you acknowledge and agree that some content on TrypScore may persist for a period of time (including Pyns and applicable accumulated rewards), and the licenses granted by you in this Agreement extend for those purposes and for the limited purposes of advertising, marketing, and promoting the Platforms and MDI’s advertising products and services.

You agree that if MDI cancels an IO or an Ad under this Agreement, the sole and exclusive remedy available to you is either (i) MDI will credit the payment method used for that IO an amount equal to the cancelled IO or Ad; or (ii) MDI will not bill you for the cancelled IO or Ad.

c) MDI reserves the right to modify or discontinue any advertising product offerings, including measurement solutions, in whole or in part at any time.

5. Representations and Warranties

In addition to your representations and warranties under the Master Terms, you represent and warrant that (a) all Ads comply with the Policies; (b) you have all necessary licenses, rights, permissions, and clearances to use, and for MDI to use, the Advertising Materials in connection with each IO and in accordance with these Managed Advertising Program Terms (including in respect of any Data Subjects whose Personal Data will be included in the Advertiser Data); and (c) you have paid and will pay all amounts, if any, that have become or may become payable to any and all musicians, composers, publishers, public performance societies, and other rights-holders in connection with the use of any portion of the music, master recordings, compositions, or other audio or audio-visual materials in Advertising Materials.

6. Data Usage and Privacy

a) Data Usage. Except as expressly permitted in writing by MDI, and subject to any restrictions set forth in this Agreement, the only manner in which you or your agents may use MDI Data is on an aggregated and anonymous basis for the purpose of (i) optimizing your advertising campaigns on the Platform; (ii) assessing the effectiveness and performance of your advertising campaigns on the Platform; and (iii) planning your advertising campaigns on the Platform.

b) Data Restrictions. Except as otherwise permitted in this Agreement, neither you nor your agents will, and none of you will allow any other party to (i) create compilations or combinations of MDI Data; (ii) co-mingle MDI Data with other data or across advertising campaigns on platforms other than the Platform; (iii) sell, rent, transfer, or provide access to MDI Data to any affiliate, third party, ad network, ad exchange, advertising broker, or other advertising service; (iv) associate MDI Data with any identifiable person or User; (v) use MDI Data for retargeting a User or appending data to a non-public profile regarding a User; (vi) 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; or (vii) de-aggregate or de-anonymize, or attempt to de-aggregate or de-anonymize, MDI Data.

c) Advertiser Data. MDI will not share Advertiser Data with any third party except as expressly provided (i) in these Managed Advertising Terms; (ii) in the TrypScore Terms of Use; (iii) in another agreement between MDI and you or your affiliate; or (iv) with your written consent. Consistent with TrypScore’s Privacy Policy, MDI may share Advertiser Data with third parties for legal reasons or as part of a merger or acquisition, and with service providers, sellers, and partners.

d) Privacy Policy. You will post on your website or mobile platform a privacy policy and will adhere to your privacy policy, which will comply with Applicable Law.

7. TrypScore Business

a) Pyn Advertisers will be provided, as available, access to the TrypScore Business platform.

b) Access will be provided at the sole discretion of MDI to the Advertiser and the types of data and content provided within the platform will be at the sole discretion of MDI. No personal User data of any kind will be released or provided, all data will be aggregated data on Pyn activations including time of activations, demographic information of Users activating the Pyns and times of day Pyns are activated.

c) Your use of the TrypScore Business platform is bound by the TrypScore Terms of Use.

8. Advertising Materials Delivery

a) TrypScore Ads. You must provide Advertising Materials to MDI at least 10 business days before the scheduled run date of the Ads. If you fail to do so, then you acknowledge that MDI may be unable to deliver the Ads on the planned run date and you will remain responsible for full payment for the Ad. You must provide all Advertising Materials in accordance with MDI’s Policies.

b) The final creative for all Ads must be agreed upon by you and MDI at least five business days before the Ad’s start date.

9. Survival

The Introduction and Sections 1, 2(b), 2(d), 2(f), 2(g), 2(h), 2(j), 2 (k), 2(l), and 4-8 of these Managed Advertising Program Terms will survive any termination or expiration of the Managed Advertising Program Terms.

Payment Terms

The Payment Terms apply to all payments due by you for Managed Advertising Services. Additional terms specific to the country in which your principal place of business is located may apply, as set forth below.

1. Fees

All Ads that run via the Managed Advertising Services will be billed solely on MDI’s recorded usage unless stated otherwise.

If the Managed Advertising Services are subject to taxes, fees, or charges, MDI may bill you for those taxes, fees, and charges in addition to the cost of the Managed Advertising Services (collectively, “Fees”), and you agree to pay at the rates in effect when incurred. If your order is subject to taxes (including value-added or goods and services taxes) and you are required by Applicable Law to remit and report those taxes, you agree to remit and report such taxes to the appropriate taxing authority. If you are required to withhold or deduct any taxes, you will (a) pay to MDI any additional amount necessary so that MDI receives a net amount equal to the Fees set forth in the applicable invoice; and (b) send to MDI on a timely basis and as otherwise reasonably requested by MDI all official tax receipts or other documentation required by Applicable Law proving you complied with the requirement to withhold or deduct those taxes.

If MDI requests, you will provide a valid VAT ID or other tax identification number for you and for Advertiser (where required).

2. Payment

a) If your credit is or becomes impaired, MDI may require payment in advance of the start date of any IO and may terminate or suspend any current or future IOs.

b) Invoice. MDI will send an invoice for all Fees to the email address listed on the IO. You agree to pay all Fees within 30 days from the invoice date unless alternate payment terms have been otherwise agreed upon, in writing, by both parties. You must raise any dispute of an invoice within 30 days from the date you receive the invoice.

c) Sequential Liability. If an Agency enters into the IO as authorized legal agent on behalf of an Advertiser, then (i) Agency will be responsible for payment solely to the extent Agency has received payment from Advertiser; and (ii) if Advertiser has not paid the full amount due, MDI may immediately seek payment directly from Advertiser, and Agency will assist MDI in collecting the unpaid amounts, including by signing a declaration to confirm that the amounts due have not been paid. For the avoidance of doubt, if you are not acting as authorized agent on behalf of Advertiser, sequential liability will not apply even if otherwise authorized by MDI.

Upon request from MDI, Agency must immediately provide MDI written confirmation of the relationship between Agency and an Advertiser in a form agreed to by MDI. At a minimum, such confirmation must verify (i) whether Advertiser has paid Agency the amount of the Fees in question; and (ii) that Agency is Advertiser’s agent and is authorized to act on Advertiser’s behalf in connection with the Managed Services and the Master Terms.

d) Credits. MDI may on occasion provide a credit, incentive, or other form of discount (“Discount”) in an amount and on terms and restrictions as provided by MDI. If you receive a Discount on an IO, and if required by Applicable Law, you will ensure the Discount is granted to Advertiser and will disclose the Discount to Advertiser.

e) Past Due Amounts. If your (i) payment method fails; or (ii) an invoice becomes past due, MDI may take steps to collect past due amounts using collection mechanisms it deems appropriate and may terminate any current or future purchase of Managed Services. You will pay all reasonable costs and expenses (including reasonable attorneys’ fees) MDI incurs in collecting any late payment of Fees. For any purchases where your principal place of business is located in France, in case of late payment, a penalty of three times the French legal interest rate will apply as from the date on which the payment is due; late payment will also give right to a fixed compensation for recovery fees of an amount of $100 in the currency of the country where Advertisers head office is located.

3. Survival

These Payment Program Terms survive cancellation of any IO or expiration of the Agreement.