SERVICES AGREEMENT

Concluded at […] 2021, by and between:

INVAMIA spółka z ograniczoną odpowiedzialnością , (the “Invamia”, “We”,), having registered office in Warsaw at Aleja “Solidarności” 117/207, 00-140 Warsaw , NIP 5252862198, entered into the Register of Entrepreneurs of the National Court Register under the KRS number 0000899473, (hereinafter referred to as “Invamia”)

and:

………………………………………………………………………………………

(the Customer)

Invamia and the Customer hereinafter jointly reffered to as “Parties”.

Whereas

Invamia conducts the business of running a network that links publishers and advertisers through ssp.invamia.com website (hereinafter referred to as “Site”, “Program” or “Platform”) and offers services based on innovative solutions in the field of broadly defined advertising activities,

and

The Customer is looking for an entity conducting a business in the field of advertising and marketing consulting and providing for this purpose a platform to perform advertising and marketing consultancy, media and media markets analysis, media campaign planning, media time buying, and media management services,

The Parties enter into this Services Agreement (hereinafter referred to as the „Agreement”) with the following provisions:

§ 1
DEFINITIONS

1. “SSP” is a demand-side platform that enables customers (publishers and advertisers) to “plug into” exchange and to make their inventory available for the purpose of delivering an advertisement;
2. “Effective Date” means the date of the conclusion of this Agreement but no later than the date of Customer’s creation of an Account with Invamia;
3. “Customer” – means a company, a direct publisher, an advertiser or individual, that decided to enter into this Agreement;
4. “Advertising Inventory” means the worldwide geo-targeted advertising space that Invamia has available to Customers;
5. “Worldwide geo-targeted advertising space” means all advertising on the Websites viewed by visitors located anywhere in the world;
6. “Advertising Materials” means artwork, copy or active URLs for advertisements;
7. “Bid” means a response to a Bid Request submitted to Invamia by a Customer based on the Bid Data that will be entered in a completed auction for a specific product;
8. “Bid Data” means a Customer’s own data and information, including the Advertising Materials and the Customer’s CPM-based bid price for any particular product;
9. “Bid Request” means any request sent through the SSP for bids on a Deliverable. Each Bid Request shall contain certain parameters, consistent with SSP’s management of the Exchange’s user interface, which may or may not be consistent with any Customers’s Bid Data;
10. “Intellectual Property Rights” means
    1. any and all proprietary rights provided under (i) patent law, (ii) copyright law, (iii) trade-mark law, (iv) design patent or industrial design law, or (v) any other statutory provision or common law principle applicable to this Agreement, including trade dress ? and trade secret law, which may provide a right in either ideas, formulae, algorithms, concepts, inventions or know- how generally, or the expression or use of such ideas, formulae, algorithms, concepts, inventions or know-how; and
    2. any and all applications, registrations, licenses, sub-licenses, franchises, agreements or any other evidence of a right in any of the foregoing;
11. “Launch Date” means date on which Bids may be submitted in a live production environment;
12. “Maintenance Services” means those maintenance services to be provided by Invamia in relation to the Exchange involving keeping it functioning in accordance with its Functional Specifications;
13. “Minimum Price” means, in relation to any product, the minimum bid price based on CPM;
14. “Marks” means domain names, trademarks and logos and other branding elements of each Party used in connection with the performance of this Agreement;
15. “Exchange” - online advertising activity that is performed in accordance with functional specifications and enables the purchase of products in near real time;
16. “Services” - customisation and support services provided during normal business hours;
17. “Functional Specifications” means, subject to being finalized by the Parties, the specifications of functionality, attributes and performance of the exchange (which Functional Specifications shall be substantially similar to and dependent upon the underlying specifications of functionality, attributes and performance of the SSP on the Launch Date);
18. “Tags” means designated by Invamia scripts that communicate with servers and request transmission of advertisements from such servers;
19. “Purchase order" - Insertion Order, document binding Mediaways and Publishers.

§ 2
DESCRIPTION

1. On the basis of this Agreement Invamia hereby grants the Customer an access to and the right to use of the Invamia platform ("SSP platform") and provides the Services. The detailed terms and conditions of cooperation between the Parties shall be set out in the attachment to the Agreement.
2. This Agreement governs all terms and conditions of cooperation between the Parties. The provisions of this Agreement and the provisions of attachments shall be treated uniformly, provided that the detailed terms and conditions of cooperation specific to a particular Customer shall be additionally regulated in the attachment to the Agreement, which shall prevail the provisions of this Agreement.

§ 3
TERM AND TERMINATION

1. This Agreement is binding starting from the Effective Date.
2. The term of this Agreement shall be 1 year. This Agreement will be automatically renewedfor the same period of time unless either Party will send the notification of refusal to renew the Agreement.
3. Eather Party may terminate the Agreement with a 30-day notice period in case of gross negligence or willful miscount of the other Party.
4. Each party may terminate this Agreement with immediate effect in the event that the other party:
   • becomes insolvent;
   • becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, in particular when such proceeding or action has not been dismissed within a 60-day period;
   • has wound up or dissolved its business, voluntarily or otherwise.
5. Upon termination of the Agreement or the Attachment:
   • the Customer’s rights to access to SSP shall cease;
   • Invamia will cease providing the applicable Services;
   • each party shall return or destroy any of the other party’s Confidential Information then in its possession, whileensuring data security and in a way that prevents access to this information by third parties.

§ 4
THE SERVICES

1. Engagement of Services.
1. Through SSP Invamia provides the following services (collectively the “Services”):
   • adaptation and implemention of the online advertising exchange;
   • provision of maintenance services;
   • provision of customization and support services (as needed)
   • providing the ability to add sites and zones,
   • providing the ability to load tags for zones,
   • providing the ability to change the CPM / floor price, in agreement with the manager;
   • providing the ability to select categories;
   • providing the statistics on paid views, CPM, Revenue.
2. Use of Invamia Services.
1. The Customer agrees that it shall not (unless the transfer will be expressly and specifically approved by Invamia in advance and in writing) transfer or allow any third-party to take over the access to any Services provided by Invamia.
2. To the extent that such access is permitted, the Customer will be responsible for the acts and omissions of the third parties in connection with such access.
3. The Customer shall not modify, translate, alter, transform, repair or otherwise interfere in any way with Invamia’s software or derivative software or any software and programs included in the service.
4. The Customer shall not reverse engineer, disassemble or decompile any Software or Service or use any other process or procedure to obtain the source code of any software included in any Invamia Service.
5. The Customer shall not resell, transfer, assign or use as a service office of any Service.
6. The Customer is responsible for maintaining the confidentiality of its users’ passwords and usernames and will promptly notify Invamia in writing of any unauthorized use of its account or any other breach of security that is known or suspected by Customer.
7. The Customer shall ensure that each Website, device, or application for which the Service is engaged (each a “Site”) contains or is related to a privacy policy that governs its data collection and use practices. The Customer has and will maintain all consents that are required to allow Invamia to provide the Services to Customer as set forth in the applicable Attachment, including without limitation to send to Invamia the information that Invamia collects, uses, and stores pursuant to such Attachment (the “Data”). Customer is responsible for all content or materials (including without limitation all intellectual property rights therein) transmitting to and from each Site ( “Content”).

§ 5
THE FEES AND PAYMENTS

1. Invamia agrees to pay to the Customer the fees for the SSP Services as set out in each Attachment.
2. Settlements shall be based on invoices issued by the Customer.
3. Calculation of charges on the platform shall be in USD currency. Payments are possible in five other currencies (USD, EUR, PLN, RUB, GBP) converted on the basis of the international available currency exchange rate.
4. The Customer sends all invoices to Invamia at the e-mail address(es) indicated in the attachment. If the invoice is not provided on the 10th day of each month, the invoice is generated by the system automatically based on the data entered by the Customer during registration and the SSP measurements recorded in the Customer account.
5. Unless otherwise agreed by the Parties, all payments under this Agreement will be based on SSP’s measurements established in the Customer account. Payments will be made solely on the basis of statistics of SSP Invamia panel, unless otherwise agreed by the parties.
6. The Customer will issue invoices to Invamia each month based on the SSP’s reported delivery data and Invamia agrees to pay the Customer’s invoices within period which described in the attachment hereto.
7. In the event of a delay in payment from advertisers, Invamia is entitled to withhold a relevant payment for the same period. Invamia has also the right to refuse the payment or temporarily hold a relevant payment if a warning is received from the advertiser about low-quality traffic.
8. The final payment amount can be changed for 120 days from the last day of the previous month.
9. The payment term is prolonged until the date when Invamia receives the payment from relevant advertisers.
10. All invoices must be received within thirty (30) days of delivery of the issues. Failure by the Customer to send such an invoice shall be deemed a waiver of right to payment for delivery of impressions for which an invoice has not been sent.
11. The parties further agree to cooperate in good faith to reconcile any accounting discrepancies.
12. Additional provisions relating to the mutual settlements may be contained in an attachment signed between parties.

§ 6
REPRESENTATIONS, WARRANTIES & COVENANTS

1. Invamia undertakes to provide additional services to the Customer:
   1. it will use commercially reasonable efforts to provide the Services in a timely manner, using all reasonable skills and care, in accordance with applicable industry standards;
   2. it will use commercially reasonable efforts to secure on its registered websites a privacy policy that is in compliance with all applicable laws and GDPR.
   3. Invamia registered websites will not:
      • contain, promote or have links to any sexually explicit materials, obscene language, hate speech materials, defamatory materials, materials promoting violence, the use of firearms or discrimination based on race, gender, religion, nationality, disability, sexual orientation, age, family status, or any other inappropriate materials;
      • promote any illegal activities, deceptive practices, violation or infringement of the Intellectual Property Rights of others;
      • be personal websites, sites hosted FREE of charge (Geocities, Xoom, Tripod, Talk City, etc.), empty sites with no content, or sites that only contain advertisements. If SSP introduces non-English language sites in the future, SSP shall give adequate notice of such implementation;
      • promote activities generally construed as Internet abuse, including but not limited to sending unsolicited e-mail or using Spyware Programs (SSP also agrees that it shall not engage in any form of fraudulent traffic generating methods, including: robots, spiders, auto-opening browsers, automatic relouds, meta refreshes or any other form of fraudulent and artificial traffic); or
      • be advertised or promoted by Invamia through the use of unsolicited bulk email, or to the best of its knowledge allow Websites’ members or customers to engage in similar activities through the Website, including any activities expressly or implicitly prohibited by this Agreement,
      • automatically redirect users to another websites.
2. The Customer further declares, warrants and covenants that:
   1. it will not use any device, software or routine to interfere with the proper working of the Exchange;
   2. its use of the Exchange shall at all times be in accordance with the Functional Specifications and other reasonable instructions that may be provided by Invamia from time to time;
   3. it will not use traffic for anime, torrents, file sharing, adult and illegal content; in the event that Google Ad Exchange indicates Invalid traffic of more than 15% of the total traffic, the Customer does not get paid for the preceding 60 days; if Google Ad Exchange disconnects the Customer from the monetisation program at all, then Invamia shall be entitled to block all payments;
   4. Customer will not infringe upon any Intellectual Property Rights of third party or Invamia;
   5. it will not (and will not allow any third party to):
      • (i) copy or duplicate the Exchange , the SSP or Services;
      • (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code or underlying structure, ideas, or algorithms of the Exchange or the SSP;
      • (iii) modify (except as permitted under this Agreement), translate or create derivative works based on the Exchange or the SSP;
      • (iv) rent, lease, distribute, sublicense, resell, pledge, assign or otherwise transfer or encumber rights in the Exchange; or
      • (v) remove or otherwise alter any proprietary rights notices or labels from the Exchange or any portion thereof;
   6. it will use commercially reasonable efforts to enforce the payment obligations of clients connected with products
   7. it will use commercially reasonable efforts to ensure that the Advertising Materials do not:
      • contain, promote or have links to any sexually explicit materials, hate speech materials, defamatory materials, materials promoting violence or discrimination based on race, gender, religion, nationality, disability, sexual orientation, age or family status;
      • promote or refer to any software piracy systems (warez, cracking, etc.), hacking, phreaking, emulators, ROMs or illegal activities related to MP3;
      • promote any illegal activities, fraudulent practices, violation or infringement of the Intellectual Property Rights of others; or
      • promote activities generally understood to constitute Internet abuse, including but not limited to, the sending of unsolicited bulk email or the use of Spyware Programs; and it will use commercially reasonable efforts to ensure that all of the Advertising Materials comply with SSP’s then current advertising criteria (including content restrictions, privacy policies, policies regarding consistency with SSP’s public image, community standards regarding obscenity or indecency (taking into account the portion(s) of the Website on which the advertisements are to appear), or other editorial policies, and material due dates) (collectively “Policies”), provided that SSP has submitted or otherwise made electronically available such Policies to SSP.

§ 7
INTELLECTUAL PROPERTY

Invamia reserves all rights, titles and shares and all intellectual property rights related to services provided under this Agreement. If the Customer requests a modification of the Bid, modification or other specific logins in the purpose of changing or improvement of services or their replacement (collectively as "Modifications"), the Customer agrees that all intellectual property rights in all such modifications and / or all relevant functional features of the software are the sole propertyof Invamia.

§ 8
CONFIDENTIALITY

1. Definition. On the basis of this Agreement, the term “Confidential information”, regardless of who discloses this kind of information, means:
   • personal customer data;
   • such party’s trade secrets, business plans, strategies, methods and/or practices;
   • such party’s software, tools, trade secrets, know-how, designs, technical information, proprietary methodologies, computer systems architecture and network configurations;
   • any other information relating to such party that is not generally known to the public, including information about its personnel, products, customers, financial information, marketing and pricing strategies, services or future business plans; and
   • any other information which, from all the relevant circumstances, should reasonably be assumed to be confidential and proprietary.
2. Obligations.
   1. Each Party agrees that it will not disclose any Confidential Information of the other Party to any third-party, and that it will not use Confidential Information for any purpose not permitted under this Agreement.
   2. Each Party shall protect the Confidential Information of the other party in the same manner that it protects its own confidential and proprietary information, but in no event shall such protection be less than a reasonable standard of care.
   3. This Article supplements and does not replace any existing non-disclosure or confidentiality agreements between the Parties.
   4. Invamia will have no right to use title, or interest in or to the Data, except Customer hereby agrees that Invamia may:
      • collect, use, and store the Data in connection with its provision of Services and enforcement of its rights as described in the applicable Attachment;
      • use the Data to improve the Services;
      • compile aggregated statistics including the Data together with data of other customers for internal or marketing purposes (provided that any such use will include any information that can identify the Customer or its customers). The Customer reserves all of its rights in and to the Data that are not granted to pursuant to the applicable attachment.
3. Exceptions. The foregoing obligations shall not apply to the extent Confidential Information of a disclosing party in the scope of information that:
   • they must be disclosed by the Party receiving the request for confidential information on the basis of law, court order or administrative authority, including the relevant stock exchange, and the Party's obligation to disclose the information is based on mandatory legal provisions and cannot be released from this obligation. In such a case both Parties are obliged to cooperate in disclosure of confidential information and are obliged to cooperate in efforts to convince a court or administrative authority to limit disclosure,
   • is known to or in the possession of the receiving Party prior to the disclosure of such Confidential Information by the disclosing party,
   • is known or generally available to the public through no act or omission of the receiving party; or
   • is made available free of any legal restriction to the receiving party by a third party; or
   • is independently developed by the receiving party without use of any Confidential Information.

§ 9
GENERAL WARRANTIES; LIMITATIONS OF LIABILITY

1. All Invamia Services are provided on an "as is" basis without warranty of any kind unless otherwise is stipulated in this Agreement.
2. Indirect damages. Invamia shall not be liable for any loss of profits, loss of use, loss of good will, business interruption, computer failure or malfunction, loss of content or data, costs of coverage or indirect, punitive, special, incidental or consequential damages of any kind arising out of this Agreement. The provisions of this section will apply notwithstanding anything in any attachment to the contrary and regardless of the form of the claim or cause of action. The provisions herein shall have priority in their application before over other provisions and documents.
3. Invamia is under no obligation to provide a specific number of Bid Requests to Customer; Invamia reserves the right to change any auction rules by providing the Customer prompt written notice sent via email; Invamia and/or Customer reserves the right to set up floor prices under which Customerses’ Bids will not be accepted.

§ 10
GENERAL

1. This Agreement shall be construed and governed by the Polish law (PL). Each attachment shall be governed in all respects by the laws of Poland. The Costumer expressly consents to the exclusive venue and personal jurisdiction of the courts in Poland (PL) for any actions arising out of or relating to this Agreement.
2. Neither party shall be liable under this Agreement in the event of force majeure arising independently of the actions of Party, such as fire, explosion, power failures, pest damage, lightning or power surges, strikes or labor disputes, water, acts of God, war, civil disturbance, terrorism, acts of civil or military authorities, inability to secure raw materials, means of transport, fuel or energy shortages, performance or availability of communications services or networks and network facilities, failures of suppliers or service providers or other causes beyond the party’s control.
3. To the extent there is a conflict between the terms of this Agreement and an attachment, the terms of an attachment shall prevail.
4. If any provision of this Agreement is found to be invalid or legally defective, the other provisions shall remain in force to the fullest extent permitted by law.
5. This Agreement is drawn up in 2 identical copies, 1 copy for each Party, in the English language.

§ 11
PRIVACY POLICY\DATA POLICY

The privacy policy is described in the attachment to this Agreement.