In-Platform Marketing Addendum

1. Overview
   1. This In-Platform Marketing Addendum (the “Addendum”) describes the terms and associated conditions through which the Company will permit content (the "Advertisement") provided by you (the "Advertiser") as part of or in conjunction with one or more of the Company's Services. This Addendum is an addendum to the Partner Agreement (the "Agreement") previously or concurrently entered into by Advertiser, and the terms of such Agreement. The use of the singular term Advertisement is intended to address each Advertisement provided by Developer.
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   3. THE INDIVIDUAL ACCEPTING THIS ADDENDUM IS ACCEPTING ON BEHALF OF A LEGAL ENTITY AND SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF THE INDIVIDUAL ACCEPTING THIS ADDENDUM DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS ADDENDUM.
   4. BY ACCEPTING THIS ADDENDUM, AS EVIDENCED BY (i) FILLING IN, SIGNING, AND RETURNING A COPY OF THIS ADDENDUM; (ii) CLICKING A BOX INDICATING ACCEPTANCE; (iii) PAYING AN INVOICE THAT REFERENCES THIS ADDENDUM OR RECEIVING PAYMENT FROM THE COMPANY; (iv) SUBMITTING AN ADVERTISEMENT TO THE COMPANY; OR (v) ACCESSING OR USING ONE OR MORE OF THE SERVICES MORE THAN TEN (10) CALENDAR DAYS AFTER THE UPDATE DATE (DEFINED BELOW), DEVELOPER AGREES TO THE TERMS OF THIS ADDENDUM AND THAT THIS ADDENDUM SUPERCEDES AND REPLACES ANY PREVIOUSLY EXISTING ADDENDUM BETWEEN THE PARTIES WITH RESPECT TO ALL OF THE ADVERTISER'S ADVERTISEMENTS.
   5. The Company reserves the right to modify the terms of this Addendum at any time. The then-current version of the Agreement will be linked to on the Company's legal page. The Company will endeavor to notify Advertiser when this Addendum has been modified, but it is Advertiser's responsibility to periodically review the then-current terms of this Addendum. This Addendum was last updated on the most recent date reflected in the Change Log, below (the “Update Date”). It is effective between Developer and the Company as of the earliest date on which Developer accepted this Addendum (the “Effective Date”). Any modification of the terms of this Addendum will have prospective effect only.
2. Definitions
   1. Capitalized terms shall have the meanings defined in the Definitions page, in the Agreement, and as defined herein, including any definitions below. In the event of a conflict between a definition on the Definitions page or this Agreement and those defined in this Addendum, the terms defined in this Addendum shall control for the subject matter of this Addendum.
3. Advertisement Content
   1. The Advertiser shall provide to the Company an icon or other image which is to be displayed (the "Advertisement Image"), text corresponding to the Advertisement (the "Advertisement Text"), and a uniform resource locator ("URL") or other link to a location where a client can obtain more information about the subject of the Advertisement.
   2. Advertiser hereby agrees to grant to the Company, and does grant to the Company, a right to display the Advertisement, including the related text and other content, within the Service(s) during the Advertisement Term (defined below). Advertiser represents and warrants that Advertiser has all rights necessary to grant the foregoing rights to the Company and agrees to indemnify, protect, and hold harmless the Company and all of the Company's Affiliates, including without limitation their employees, agents, and their heirs from any claim resulting from Company's display of the Advertisement.
   3. Advertiser represents and warrants that neither the Advertisement nor the content at the URL contains, and shall not be modified to contain, content that violates the Company's Partner Code of Conduct, the Company's Acceptable Use Policy, or which is illegal, immoral, or offensive.
   4. Advertiser acknowledges and agrees that the Company may remove any Advertisement which the Company, in its sole discretion, believes to violate the terms of this Section and that Advertiser shall not be due any refund, credit, or other form of reimbursement or payment for any unaccrued time.
4. Advertisement Placements and Appearance
   1. The Company may, at the Company's sole discretion, permit an Advertisement submitted by Advertiser to be displayed within one or more Services. The Company may, at the Company's sole discretion, place an Advertisement submitted by Advertiser next to an advertisement submitted by a third party.
   2. Relevant information shall be set forth in an Order Form, including, without limitation:
      1. The frequency with which the Advertisement will be displayed (the "Advertisement Frequency");
      2. the length of time during which an Advertisement will be displayed (the "Advertisement Term");
      3. the Service(s) and location(s) where the Advertisement will be displayed (the "Advertisement Location"); and,
      4. the fee(s) to be paid by Advertiser for the presentation of the Advertisement (the "Advertisement Fee").
   3. Each Advertisement Location will have associated with it key attributes. The Company shall provide the Advertiser with the key attributes, such as, without limitation:
      1. the aspect ratio or size of the Advertisement Location; and,
      2. limitations on the length, character types, formatting, or other attributes of the Advertisement Text.
   4. In exchange for Advertiser's payment of the Advertisement Fee, the Company agrees to cause the Advertisement to be displayed at the Advertisement Location as often as specified in the Advertisement Frequency and for the Advertisement Term. The Advertisement will be accompanied by the Advertisement Text and, when clicked on or otherwise activated by a user, the Advertisement shall cause a separate browser window, modal, or other display element containing the content at the URL to be displayed on the user's screen.
   5. Advertiser expressly acknowledges and agrees that the Company cannot and is not guaranteeing that a minimum number of users will "click through" to the URL or otherwise interact with the Advertisement, and that no part of the fees paid is associated therewith.
   6. Advertiser expressly acknowledges and agrees that the Company may, at the Company's sole discretion, place additional advertisements in the proximity of the Advertisement, including one or more advertisements from the Advertiser's competitor(s).
5. Payment
   1. The fee(s) set forth on the Order Form must be paid by Advertiser before the Company will permit the Advertisement to appear in the Service(s).
   2. All Advertisement fees are nonrefundable.

Change Log:

2022.08a - Initial Publication

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