Advertisers Terms & Conditions

The following terms and conditions (“Advertiser Terms and Conditions”) govern the placement and delivery of advertising (“Ad”) as set forth in the mutually agreed insertion order that incorporates these Advertiser Terms and Conditions (each, an “Insertion Order”). The Advertiser Terms and Conditions and any associated Insertion Order or Insertion Orders are collectively referred to herein as the “Agreement”.

This Agreement is entered into by and between GlassView, LLC, a company incorporated in Delaware in the United States with registered number 4325125 and whose principal office is 777 Main Street, Suite 600, Fort Worth, TX 76102 (“GlassView”) and the company named as advertiser in the Insertion Order (“Advertiser”) and the agency listed in the Insertion Order for such Advertiser (“Agency”), if any.

Additionally, this Agreement will benefit and may be performed by any affiliate of GlassView (each, a “GlassView Affiliate”).

For the mutual promises contained herein and other good and valuable consideration, receipt and adequacy of which are hereby acknowledged, GlassView, on the one hand, and the Advertiser and/or Agency, on the other hand, agree as follows:

Invoices

Invoices will be sent by GlassView at such times as provided in the Insertion Order, or otherwise from time to time according to GlassView’s normal billing procedures. Invoices will be sent to the billing address of the Advertiser or Agency, as applicable and as set forth in the Insertion Order. Failure by GlassView for whatever reason to send a timely invoice will not affect Advertiser’s obligation to pay for any Ads placed in accordance with the Insertion Order.

Terms of Payment

Payment is due within thirty (30) calendar days following the date of invoice, unless GlassView expressly agrees otherwise in the Insertion Order. Payment not made within five (5) business days of the due date shall accrue interest at the rate of 1.5% per month, or if less, the highest rate permitted under law. All costs of collection, including reasonable legal fees and expenses, incurred by GlassView shall be borne by the Advertiser. The Advertiser shall pay all sales, use, excise and other taxes which may be levied upon either party in connection with this Agreement, except for taxes on GlassView’s income. Notwithstanding any other provision herein, unless otherwise specifically provided in an applicable Insertion Order, Agency or Advertiser must raise any disputes about an invoice or request for adjustments within 30 days of receipt of the invoice (the “Claims Period”), or the invoice shall be deemed correct and final and all disputes shall be deemed waived. If Agency or Advertiser does dispute any fees in good faith and provides relevant data that substantiates the dispute prior to the end of the Claims Period, Agency shall pay the undisputed fees by the due date and GlassView will review the dispute and relevant data in good faith. GlassView’s determination and resolution of the dispute shall be final and binding.

Payment Liability

GlassView will hold Agency and Advertiser jointly and severally liable for payment obligations and other obligations hereunder, provided that if this Agreement is executed directly and solely by Advertiser, all obligations of Agency shall be deemed obligations of Advertiser. Should sums not have been cleared to Agency, Agency agrees to make every reasonable effort to collect and clear payment from Advertiser on a timely basis. For the avoidance of doubt, GlassView does not accept sequential liability: Agency’s payment obligations hereunder are not conditioned on Agency’s receipt of payment from Advertiser, and any sequential liability terms contained in any Agency or Advertiser insertion order, purchase order, or standard terms are expressly rejected and shall be of no force or effect. Agency shall provide to GlassView written confirmation of the relationship between Agency and Advertiser. Such confirmation will include, for example, Advertiser’s acknowledgement that Agency is its agent and is authorized to act on its behalf in connection with the Insertion Order and confirm these Advertiser Terms and Conditions. In addition, upon the request of GlassView, Agency will confirm whether Advertiser has paid to Agency in advance funds sufficient to make payments pursuant to the Insertion Order. Agency’s credit is established on an advertiser-by-advertiser basis. GlassView shall have the right to reassess the Agency’s credit to the extent Agency fails to clear the Advertiser’s proceeds including in relation to the credit of other advertisers that may be represented by such Agency. If Advertiser’s or Agency’s credit is or becomes impaired, GlassView may require payment in advance.

Delivery of Advertising Materials

The Advertiser will, at its sole cost and expense, create and deliver all video, rich media creative and/or other advertising materials required for any Ad (“Advertising Materials”) according to technical specifications provided by GlassView or GlassView Affiliates. With limited exceptions, such Advertising Materials will be served or displayed by a video or rich media content player which is proprietary to GlassView (“GlassView Players”). The Advertiser may delegate such obligations to Agency, but shall remain responsible for the Advertising Materials delivered. If the delivered Advertising Materials do not conform to GlassView’s technical specifications or do not arrive timely enough to deliver the Ad on any agreed dates according to the Insertion Order, then GlassView, in its sole discretion, may: (a) reject such Ad and refund any applicable amounts paid in advance; or (b) postpone running such Ad until a reasonable period of time after (i) the non-conforming Advertising Materials are corrected, or (ii) the late-arriving Advertising Materials are received; in any case, GlassView may begin to charge the Advertiser on the Insertion Order start date on a pro rata basis based on the full Insertion Order for each full day the Advertising Materials are not received.

Advertiser, Agency, and all Ads and Advertising Materials shall further comply with all advertising criteria or specifications made conspicuously available, including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with GlassView’s public image, community standards regarding obscenity or indecency, other editorial or advertising policies, and Advertising Materials due dates (the “Policies”).

Advertiser and Agency Representations and Warranties

The Advertiser and Agency on its behalf are solely responsible for (a) the content of Ads and Advertising Materials, (b) any websites or other content proximately reachable from the Advertising Materials and Advertiser services and products (“Linked Content”); and (c) any liability arising from or relating to (a) or (b). The Advertiser represents and warrants that Advertiser, Agency, and any part of the Ad, Advertising Materials or Linked Content will not: (i) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any law, statute, ordinance or regulation, including, without limitation, laws and regulations governing export control, false advertising or unfair competition, any Policy, or any applicable third-party terms and conditions; (iii) be defamatory or libelous; (iv) be pornographic or obscene; or (v) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. The Advertiser and Agency, if applicable, further represent and warrant that the product or service that is being promoted through any campaign hereunder is not the subject of any ongoing investigation by any local, state or federal regulatory or quasi-regulatory authorities. Further, Agency represents and warrants that it has the authority as Advertiser’s agent to bind Advertiser to these Advertiser Terms and Conditions and the Insertion Order, and that all of Agency’s actions related to these Advertiser Terms and Conditions and each Insertion Order will be within the scope of such agency, and Agency will defend, indemnify, and hold harmless GlassView, GlassView Affiliates and its and their affiliates and representatives from claims, liabilities, losses, costs and expenses (including reasonable legal fees and disbursements) resulting from Agency’s alleged breach of the foregoing sentence. GlassView reserves the right to reject or remove the placement of any Ad (or any part of any associated Advertising Materials) or URL link embodied within an Ad at any time in the event GlassView determines in its sole reasonable discretion that such Ad or Linked Content does not meet its standards or comply with the Insertion Order or with any applicable law, rules, regulation, industry guidelines or policies, or other judicial or administrative order, or that such Ad (or associated Advertising Materials) or Linked Content is unlawful or inappropriate or may tend to bring disparagement, ridicule, or scorn upon GlassView or any of the GlassView Affiliates or any of the publishers or their sites in the GlassView Publisher Network. GlassView also reserves the right to demand third party verification for any claims made in any Ad and to terminate this Agreement in the event that such verification is not promptly provided or is unsatisfactory, in GlassView’s sole discretion. Notwithstanding any other provision herein to the contrary, Advertiser and Agency agree and acknowledge that GlassView shall have the right to immediately cancel or suspend any Insertion Order without written notice in the event that GlassView determines that a breach of this Section 5 has or may occur or that continued performance hereunder may violate applicable law.

Advertiser and Agency are solely responsible for any claim, statement, disclosure, decision, targeting, segmentation, personalization, report, or public communication they make based on or relating to any Reporting or any Output or other result of the Neurometric and AI Products (as defined in Section 9), including any claim regarding ad effectiveness, audience response, attention, emotion, cognition, brand lift, or consumer behavior.

License

For the term of this Agreement, the Advertiser hereby grants to GlassView and any and all GlassView Affiliates and its and their Third Party Publishers (as defined below) and other partners in the GlassView publisher network (the “GlassView Publisher Network”) a non-exclusive, royalty-free, worldwide license to use, perform, copy, distribute and display any Ad (and associated Advertising Materials and Linked Content) as necessary to perform hereunder and GlassView may (but shall be under no obligation to) modify Ads as necessary, with Agency/Advertiser permission, to ensure compliance with any Policies or to otherwise ensure the Ads comply with the GlassView technical specifications and requirements. Without limiting the foregoing, Advertiser and Agency acknowledge that GlassView and GlassView Affiliates may distribute and place Ads across a blend of third party online media to deliver mass reach, response and niche contextual placements including but not limited to branded websites and blogs, gaming, widgets and similar applications on social networking platforms such as Facebook, mobile apps, devices and similar environments, rewarded entertainment and e-retail sites, and video and rich media search engines (collectively, the “Third Party Publishers”), and the rights granted hereunder shall cover and permit any and all such channels and uses (which shall be deemed to be part of the GlassView Publisher Network). Where Ads are placed on Third Party Publisher properties (the “Third Party Properties”), Agency and Advertiser understand and agree that: (a) GlassView is not the Ad publisher, but rather is responsible for placement of the Ads, (b) the Third Party Properties are owned by the Third Party Publishers; (c) the Third Party Publishers may accept or reject Ads at their discretion (and GlassView is not responsible for rejection of an Ad), (d) Ads placed on Third Party Properties may be subject to additional terms and conditions as are imposed by Third Party Publishers, and such terms and conditions shall be deemed part of the Policies as defined herein; and (e) GlassView is not responsible for the acts or omissions of Third Party Publishers.

Further, Advertiser and Agency acknowledge that GlassView and GlassView Affiliates may use, perform and display Ads on its GlassView Players and, on occasion, via third party players used by certain Third Party Publishers in the GlassView Publisher Network. Title to and ownership of all intellectual property rights of any Ad and associated Advertiser intellectual property shall remain with the Advertiser or its third party licensors. In addition, the Advertiser agrees that GlassView and the GlassView Affiliates may, during the term of this Agreement and thereafter, include the Advertiser’s name (including any trade name, trademark, service mark and logo), any Ad provided hereunder, and descriptions of campaigns run pursuant to this Agreement, on GlassView’s or any GlassView Affiliate’s customer list, in marketing materials and sales presentations, and in connection with other advertising and promotional activities, including case studies and award submissions.

Audience Targeting; Delivery Optimization. Targeting parameters set forth in an Insertion Order fall into two categories. “Mandatory Restrictions” means (a) site lists, inclusion lists, exclusion lists, and brand-safety requirements; (b) age-based targeting restrictions; (c) any targeting restriction required by applicable law or regulation; and (d) any other targeting restriction expressly designated as mandatory in the Insertion Order. GlassView will adhere to Mandatory Restrictions at all times. All other audience targeting parameters, including demographic, behavioral, interest-based, contextual, occupational, seniority-based, and income-based audience definitions (“Audience Parameters”), are planning guidelines describing the core audience of a campaign. In order to fully deliver the impressions, views, engagements, or spend levels contracted under an Insertion Order, GlassView may, in its reasonable discretion, extend delivery beyond the stated Audience Parameters through lookalike modeling, predictive audience expansion, household and device-graph extension (including delivery to household members of individuals within the stated Audience Parameters), and similar audience-extension techniques, provided that such extended delivery remains reasonably consistent with the campaign objectives stated in the Insertion Order and adheres at all times to the Mandatory Restrictions. Delivery against extended Audience Parameters shall count toward delivery under the Insertion Order for all purposes, including billing, and shall not constitute a breach of this Agreement or grounds for any makegood, credit, or refund.

Reporting; Tracking

GlassView will provide Advertiser and/or Agency with reporting (as determined by GlassView in its sole discretion), including delivery of the Ads being placed according to the Insertion Order (the “Reporting”). Reporting on performance and delivery, including without limitation views or engagements of Ads, will be provided by GlassView based on its numbers and measurement processes as determined in its sole discretion, and Reporting will also be used for invoicing advertising fees under an Insertion Order (“Controlling Measurement”). Once GlassView has provided the Reporting via campaign reports provided by the account management team or on the Platform (as defined below), Agency and Advertiser are entitled to reasonably rely on it, subject to provision of GlassView’s invoice for such period. The Advertiser or Agency may, at its or their cost, use a third party to track an Ad (“Third Party Tracking Mechanism”) upon GlassView’s prior written consent, which shall be given or withheld in GlassView’s sole discretion. GlassView may condition any such consent upon Advertiser or Agency agreeing to use an established and reputable Third Party Tracking Mechanism, which GlassView may approve in its sole determination. Subject to the terms of Section 2, if the Controlling Measurement is higher than the measurement by the Third Party Tracking Mechanism by more than 10% over the invoice period, the parties will facilitate a good faith reconciliation effort between the Controlling Measurement and the Third Party Tracking Mechanism measurement. Subject to the terms of Section 2, if the discrepancy cannot be resolved and a good faith effort to facilitate the reconciliation has been made, the Advertiser’s or Agency’s sole right and remedy shall be either to (a) consider the discrepancy an under-delivery to be remedied by a makegood flight, where delivery of such makegood will be measured by such Third Party Tracking Mechanism, or (b) pay the invoice based on Controlling Measurement-reported data, plus a 10% upward adjustment to delivery.

Agency and Advertiser acknowledge and agree that all Reporting is aggregated and deidentified. Agency and Advertiser shall ensure that any Reporting remains aggregated and deidentified, and Agency and Advertiser (i) shall make no attempt to re-identify or infer any information or data relating to any data subject to whom such information relates, (ii) shall publicly commit to maintaining and using such information without attempting to re-identify it, and (iii) shall take reasonable measures to prevent such re-identification.

GlassView Platform; Intellectual Property

GlassView’s proprietary advertising, neurometric optimization, AI, reporting, and campaign-delivery platform (the “Platform”) is accessible via Web gateway pages at its www.GlassView.com and www.glassvieworigin.com sites (or at such other URL as GlassView may designate). To access it, Advertiser, any listed Agency (if any) and its or their representatives may be required, individually or as a group (as specified in GlassView’s sole discretion), to create and use a log-in ID and password (“Log-In Information”). All Log-In Information shall be kept confidential and not shared with any third parties. Advertiser and Agency shall protect their Log-In Information and take full responsibility for their own, and third party, use of their accounts. GlassView has no obligation or responsibility with regard to use, distribution, disclosure, or management of Log-In Information or access and use of the Platform.

As between GlassView and Agency/Advertiser, GlassView owns all right, title and interest in and to the Platform, GlassView Players, all other GlassView products and services (including without limitation GlassView, GlassView Effect, GlassView QuickDraw, the Neurometric and AI Products, and the GlassView neurometric optimization tools, models, algorithms, scores, benchmarks, dashboards, methodologies, taxonomies, features, weights, workflows, and optimization techniques), all Outputs, derived data, and learnings, and all future developments, enhancements, improvements, and derivative works of the foregoing (including without limitation all intellectual property rights included therein) (collectively, the “GlassView Property”). Advertiser and Agency will not reproduce, distribute, modify, prepare derivative works of, translate, reverse engineer, reverse compile, disassemble, or misuse the GlassView Property or any portion thereof. Under no circumstances may Advertiser or Agency use the GlassView Property for benchmarking, gathering data on the performance of the GlassView Property or GlassView systems, or competitive intelligence. Advertiser and Agency further will not use the GlassView Property or Reporting to train, fine-tune, or develop any product, model, or system that competes with GlassView. Agency and Advertiser will not use the GlassView Property for its own benefit but solely for purposes of this Agreement.

Neurometric and AI Products; Research Data

Certain GlassView products and services, including the Platform and the GlassView neurometric optimization tools and dashboards, incorporate scores, signals, models, predictions, benchmarks, optimizations, and other outputs that are generated by or derived from neurometric, biometric, behavioral, attention, and engagement research conducted by GlassView or its licensed research partner (collectively, the “Neurometric and AI Products,” and such scores, signals, predictions, benchmarks, optimizations, and other outputs, the “Outputs”).

GlassView does not collect, capture, purchase, receive through trade, otherwise obtain, possess, store, or process raw EEG signals, neural data, biometric identifiers, biometric information, raw neurometric records, or personally identifiable neurometric data of any panel participant. Raw neurometric data is collected, if at all, only by GlassView’s licensed research partner pursuant to that partner’s participant notices, consent processes, retention practices, and applicable law. GlassView receives from its licensed research partner only aggregated, de-identified, statistical, or model-derived emotional-response outputs at a population or audience-segment level. No such Reporting, Output, or other deliverable is provided to GlassView in a form that identifies, is reasonably linkable to, or can be used by GlassView to identify, any individual, household, device, or panel participant.

For purposes of the Illinois Biometric Information Privacy Act, 740 ILCS 14/1 et seq. (“BIPA”), GlassView does not receive or possess biometric identifiers or biometric information, as those terms are defined under BIPA, from any panel participant in connection with the Neurometric and AI Products. To the extent any licensed research partner collects, captures, obtains, possesses, stores, uses, discloses, or otherwise processes any biometric identifier, biometric information, neural data, raw neurometric record, or similar regulated data, that licensed research partner is responsible for providing all required notices, obtaining all required consents, written releases, and permissions, maintaining all required retention and destruction policies, and satisfying all applicable retention, destruction, disclosure, security, and other legal requirements.

Population-Level Application. The neurometric models, scores, and emotional-response metrics used in connection with the Neurometric and AI Products are derived from a consented research panel and are applied only at a population, cohort, or audience-segment level. Any device-level, location, online, or offline behavioral data used for audience planning, media targeting, optimization, or measurement is obtained from or processed by licensed third-party data, location, and measurement providers pursuant to their applicable consent frameworks and applicable law. Where neurometric models, scores, or emotional-response metrics are applied to such data or to audience segments, that application is performed only at the population, cohort, or segment level. GlassView does not associate, match, or pair any neurometric data, model, score, or emotional-response metric with any identified or identifiable individual, household, device, or advertising impression, and no individual person’s neurometric data is linked to that person’s device, location, behavioral, or campaign-delivery data.

Neurometric data used in the Neurometric and AI Products is collected from panel participants by the applicable licensed research partner pursuant to consent processes maintained by that research partner. To GlassView’s knowledge, and based on written assurances from its licensed research partner, those consent processes satisfy applicable requirements. GlassView may rely on licensed research partners, panel providers, publishers, platforms, location and measurement providers, data providers, and other third parties in connection with the Neurometric and AI Products, and GlassView is not responsible for the acts, omissions, systems, data-collection practices, consent processes, or failures of any such third party, except to the extent finally determined by a court of competent jurisdiction to have resulted from GlassView’s own gross negligence or willful misconduct.

Platform Improvement. Notwithstanding anything to the contrary in this Agreement, GlassView and GlassView Affiliates may collect, generate, use, retain, analyze, model, benchmark, train, fine-tune, validate, develop, and improve their platforms, products, services, algorithms, models, optimization systems, and Reporting using aggregated, de-identified, statistical, inferred, derived, or model-generated data, signals, scores, Outputs, benchmarks, and learnings, provided that such use does not identify Advertiser, Agency, any end user, any household, any device, or any individual panel participant.

No Re-identification. Advertiser and Agency acknowledge that all Reporting and Outputs are provided solely in aggregated or de-identified form. Advertiser and Agency will not, and will not permit any third party to, re-identify, attempt to re-identify, contact, profile, single out, infer the identity of, or derive personal, household, device-level, biometric, health, psychological, emotional, neurological, or other sensitive information about any individual from any Reporting or Output. Advertiser and Agency will not combine any Reporting or Output with any other data in a manner that could reasonably identify an individual or reveal sensitive personal information.

Permitted Use; Prohibited Uses. Advertiser and Agency may use Reporting and Outputs solely for internal campaign planning, optimization, and evaluation. Advertiser and Agency will not use any Neurometric and AI Product, Reporting, or Output (a) for employment, credit, insurance, housing, healthcare, education, legal, eligibility, or similarly significant decisions concerning any individual; (b) to infer or determine any individual’s health condition, mental state, biometric identity, protected characteristic, or other sensitive personal attribute; or (c) to make any medical, diagnostic, therapeutic, psychological, neurological, or clinical claim. Advertiser and Agency will not represent that any Output establishes, proves, or measures any individual person’s emotions, thoughts, intent, health, cognition, neurological condition, or biometric identity. Advertiser and Agency will not use the GlassView Property, Reporting, or any Output to train, fine-tune, benchmark, validate, test, reverse engineer, or develop any product, model, platform, advertising system, neurometric system, or artificial intelligence system that competes with GlassView.

Disclaimer of Warranties

GLASSVIEW AND GLASSVIEW AFFILIATES PROVIDE THEIR SITE AND THE SITES OF ITS AND GLASSVIEW AFFILIATES’ PUBLISHERS AND OTHER PARTNERS IN THE GLASSVIEW PUBLISHER NETWORK, THE PLATFORM, THE GLASSVIEW PLAYERS, AND ALL OF ITS AND THEIR SERVICES, AS PERFORMED OR CONTEMPLATED HEREUNDER OR UNDER ANY INSERTION ORDER, ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED DISPLAY OR DISTRIBUTION OF ANY AD. IN THE EVENT OF INTERRUPTION OF DISPLAY OR DISTRIBUTION OF ANY AD OR GLASSVIEW PLAYER, GLASSVIEW’S AND ANY GLASSVIEW AFFILIATES’ SOLE OBLIGATION WILL BE TO RESTORE SERVICE AS SOON AS REASONABLY PRACTICABLE. EACH OF GLASSVIEW AND EACH GLASSVIEW AFFILIATE DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE AND GLASSVIEW AND GLASSVIEW AFFILIATES HEREBY EXPRESSLY EXCLUDE ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE OR COMMON LAW.

Outputs and Reporting, including any score, prediction, benchmark, recommendation, or optimization, are probabilistic, statistical, and model-derived, and are provided for advertising planning, optimization, and reporting purposes only. They are not guarantees of campaign performance, sales, conversions, brand lift, attention, emotion, memory, cognition, neurological response, or consumer behavior, and GlassView does not warrant that any Output will be accurate, complete, uninterrupted, error-free, or achieve any particular result. The Neurometric and AI Products, Outputs, and Reporting are not medical, diagnostic, therapeutic, psychological, biometric-identification, employment, credit, insurance, housing, educational, or legal decision-making tools.

Limitations of Liability

IN NO EVENT SHALL GLASSVIEW OR ANY GLASSVIEW AFFILIATE BE LIABLE UNDER THIS AGREEMENT WHETHER IN TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION, RESTITUTION OR OTHERWISE FOR ANY LOSS OF PROFITS, DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES OR LOSS OR CORRUPTION OF DATA OR INFORMATION, OR PURE ECONOMIC LOSS, OR FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT INCLUDING ANY INSERTION ORDER (EVEN IF GLASSVIEW OR SUCH GLASSVIEW AFFILIATE WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING). UNDER NO CIRCUMSTANCES SHALL GLASSVIEW AND GLASSVIEW AFFILIATES TOGETHER BE LIABLE TO THE ADVERTISER, AGENCY OR ANY THIRD PARTIES FOR AN AMOUNT GREATER THAN THE AMOUNTS RECEIVED BY THEM UNDER THE RELEVANT INSERTION ORDER IN RELATION TO WHICH SUCH LIABILITY AROSE. IN LIEU OF REFUND, GLASSVIEW AND/OR GLASSVIEW AFFILIATES SHALL BE PERMITTED TO CAUSE THE PLACEMENT OF “MAKE-GOOD” ADVERTISING, IF THE “MAKE-GOOD” ADVERTISING IS PROVIDED WITHIN A REASONABLE PERIOD OF TIME AFTER THE LIABILITY HAS ACCRUED.

Any action for damages against GlassView arising out of or relating to this Agreement, any Insertion Order, the Reporting, or any Neurometric and AI Product or Output must be brought within six (6) months of the date the claim arose.

Termination

The Advertiser may cancel an Insertion Order at any time, whether before or after the serving of the first impression, by providing GlassView prior written notice. Unless otherwise specified in the Insertion Order, such cancellation will be effective fourteen (14) days after GlassView’s receipt of the written notice. Upon cancellation, the Advertiser will be responsible for a pro rata portion of the campaign budget set forth in the Insertion Order, calculated by dividing the total campaign budget by the number of days in the flight period set forth in the Insertion Order to determine a daily amount, and multiplying that daily amount by the number of days from the start of the flight period through the effective date of cancellation. If the cancellation is effective before the start of the flight period, no cancellation charge will apply. In addition to any other remedies that may be available to it, GlassView may immediately terminate the Agreement in the event of any breach by the Advertiser or Agency of the representations and warranties contained herein or non-performance of any of its obligations hereunder. Notwithstanding anything to the contrary contained herein, these Advertiser Terms and Conditions shall continue in effect so long as there remains an active Insertion Order. Upon expiration or termination of this Agreement or in relation to any terminated or completed Insertion Order, the last sentence of Section 1 and Sections 2, 3 and 5, the last sentence of Section 6, Sections 9 through 14 and 16 through 17, and any other provision of the Agreement which by its terms is intended or reasonably expected to survive, shall survive termination.

Indemnity

Each of the Advertiser and any Agency agrees to indemnify, defend, and hold harmless GlassView and GlassView Affiliates and its and their affiliates, directors, officers, agents and representatives and its and their publishers and other partners in the GlassView Publisher Network for and from any claims, liabilities, losses, costs and expenses (including reasonable legal fees and disbursements) resulting from or arising out of (a) the acts or omissions or breach of this Agreement by the Advertiser or Agency as applicable (including Advertiser’s and Agency’s representations and warranties and Policies herein), (b) the content or subject matter of any Ad, Advertising Materials, or Linked Content, or (c) any violation of any applicable laws, rules, regulations, industry guidelines or policies, or applicable third party terms, including without limitation relating to any end user or other data that it may collect or have collected in relation to the Ads placed according to the Insertion Order, or (d) the use, misuse, disclosure, interpretation, combination, or publication by Advertiser or Agency of any Reporting or Output. GlassView agrees to indemnify, defend, and hold harmless the Advertiser for any claims, liabilities, costs and expenses (including reasonable legal fees) made against the Advertiser by a third party or parties as a result of acts of gross negligence or willful misconduct by GlassView.

Confidential Information

“Confidential Information” shall mean any and all oral or written information that is identified as confidential or proprietary, and information which, under the circumstances surrounding the disclosure, should be reasonably deemed confidential or proprietary, and is provided by one party to the other. The Advertiser, Agency, or GlassView shall not disclose or use the other party’s Confidential Information for any purpose other than the purposes contemplated by this Agreement, unless such disclosure or use is allowed by written permission of the other party. Notwithstanding any other provisions hereof, either party may disclose the other party’s Confidential Information to the extent required by applicable law, but only after five (5) business days prior written notification to the other party of such required disclosure (if such prior written notification is permitted). In the case of GlassView’s Confidential Information, each of Advertiser and Agency acknowledges that GlassView and GlassView Affiliates work with and will place the Ads on third party publishers’ websites and sub-networks within the GlassView Publisher Network. The identities of the publishers in the GlassView Publisher Network are considered GlassView’s and GlassView Affiliates’ Confidential Information, and each of Advertiser and Agency agrees not to disclose or use such proprietary information other than in connection with engaging and working with GlassView under this Agreement. The Confidential Information of GlassView and the GlassView Affiliates further includes the Platform, the Neurometric and AI Products, and all related models, algorithms, methodologies, neurometric methods, scoring systems, benchmarks, dashboards, reports, optimization logic, pricing, performance data, and non-public technical, business, and product information. Upon termination, cancellation or expiration of this Agreement for any reason, or upon request by either party, all Confidential Information of the requesting party, together with any copies thereof, shall be returned to that party or certified destroyed, except that the parties may retain any electronic versions of any Confidential Information of the other party solely for archival or litigation purposes, and the terms of this Section 14 shall continue to apply to such retained copies for so long as they exist. The Advertiser’s Confidential Information shall remain the property of the Advertiser, and GlassView’s Confidential Information shall remain the property of GlassView.

Data Protection

GlassView will comply with applicable data protection laws in connection with its performance under the applicable Insertion Order, including the EU General Data Protection Regulation 2016/679 (“GDPR”) together with any amending or replacement legislation, and any EU Member State laws and regulations promulgated or incorporated thereunder; the UK Data Protection Act 2018 and the GDPR as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”); and applicable U.S. federal and state privacy laws. At GlassView, we invest great efforts in ensuring that our products and services adequately address legislative and regulatory requirements. Data protection and overall client trust in GlassView’s services continues to be of the highest importance to us. GlassView and the publishers on which campaigns are delivered maintain practices designed to comply with the rules outlined by GDPR and UK GDPR. More information about GlassView’s compliance can be found in our Privacy Policy and our Privacy Policy (UK and EU Regions).

Data Processing. To the extent either party provides or processes personal data under an Insertion Order, the parties will comply with the applicable Data Protection Terms and Conditions, available in our Data Protection Terms and Conditions. Advertiser and Agency are responsible for all notices, consents, permissions, lawful bases, opt-outs, and disclosures required for any data, tags, pixels, audiences, segments, or targeting instructions they provide or cause to be provided to GlassView.

Data Retention. GlassView retains personal data and device-level data processed in connection with campaign delivery, optimization, and measurement only for as long as reasonably necessary for those purposes. The majority of such data is deleted within thirty (30) days, and all such data is deleted within ninety (90) days, except where a longer retention period is required by applicable law or is reasonably necessary to establish, exercise, or defend a legal claim.

Force Majeure

Excluding payment obligations, neither Advertiser, Agency, nor GlassView 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 its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes (“Force Majeure Event”). If GlassView suffers such a delay or default, GlassView will make reasonable efforts within five (5) business days to recommend a substitute transmission for the Ad or time period for the transmission. If no such substitute time period or makegood is reasonably acceptable to Advertiser or Agency, GlassView will allow Advertiser or Agency a pro rata reduction in the space, time, and/or program charges hereunder in the amount of money assigned to the space, time, and/or program charges at time of purchase. In addition, Advertiser or Agency will have the benefit of the same discounts that would have been earned had there been no default or delay.

Miscellaneous

This Agreement, including these Advertiser Terms and Conditions and associated Insertion Order(s), sets forth the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof. Advertiser or Agency may grant approvals, permissions, extensions and consents by email, but this Agreement may only be amended or modified by a written addendum signed by both parties. No terms, provisions or conditions of any Agency/Advertiser purchase order, insertion order, acknowledgment or other business form that Agency/Advertiser may use, or any handwritten changes by Agency/Advertiser, will serve to alter or have any effect on the terms of this Agreement and shall not be otherwise binding on GlassView. This Agreement will be governed and construed in accordance with the laws of New York State in the United States. The Advertiser, Agency, and GlassView agree to submit to the exclusive jurisdiction of the courts of New York County, New York State in the United States. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The Advertiser may not assign this Agreement without the prior written consent of GlassView. GlassView may freely assign this Agreement either (a) in whole or in severable part, to any GlassView Affiliate at any time without notice (including without limitation such that the assigning entity has no further rights and obligations and the assignee entity assumes all rights and obligations or such that both the assignee and assignor have full rights and obligations severally under this Agreement) or (b) in connection with any corporate reorganization, stock purchase, merger, or sale of all or substantially all of the business and assets associated with the subject matter of this Agreement. The parties’ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors and joint administrators and permitted assigns. GlassView Affiliates shall be third party beneficiaries under this Agreement including each Insertion Order and other than the GlassView Affiliates there are no third party beneficiaries. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. This Agreement may be executed by electronic signature (including click wrap) or by facsimile, and may be executed in counterparts.