Effective Date: 2/1/2021

Software End User License Agreement

Welcome

Wedel Software BV is a leading supplier of software for the global broadcast and advertising industries, and is providing its Adthos Ad Server application free of charge to FM, AM, DAB, Internet/Web radio stations to playback advertisements from various sources and provide proof of play, reconciliation management and data analytics. The Adthos Ad Server application is owned and operated by Wedel Software BV and its affiliates (collectively“Wedel Software”, “we,” “us,”“our” ) and this Software End User License Agreement (“Agreement” ) governs your access or use of the Adthos Ad Server application and any related updates and printed, electronic and online documentation that may accompany the Adthos Ad Server application (collectively the“Adthos Ad Server” ) made available by Wedel Software. If you have any questions or suggestions, please email us at: support@wedelsoft.com.

Accepting this software end user license agreement

PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND WEDEL SOFTWARE. BY ACCESSING OR USING THE ADTHOS SERVER, YOU CONFIRM YOUR AGREEMENT TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT INSTALL, DOWNLOAD, ACCESS OR USE THE ADTHOS SERVER. THIS AGREEMENT EXPRESSLY SUPERSEDES PRIOR AGREEMENTS OR ARRANGEMENTS WITH YOU. WEDEL SOFTWARE MAY IMMEDIATELY TERMINATE THIS AGREEMENT OR ANY SERVICES WITH RESPECT TO YOU, OR GENERALLY CEASE OFFERING OR DENY ACCESS TO THE ADTHOS SERVER OR ANY PORTION THEREOF, AT ANY TIME FOR ANY REASON.

Supplemental terms; modification to the terms of this agreement

Supplemental terms may apply, such as policies for a trial, use case scenario, content, third party service (collectively“Supplemental Services” ), and such supplemental terms will be disclosed to you in separate disclosures (e.g. , a particular webpage of Wedel Software or a third party provider) or in connection with the applicable Supplemental Service(s). Supplemental terms are in addition to, and shall be deemed a part of, this Agreement for the purposes of the applicable Supplemental Service(s). The terms of this Agreement shall prevail over the supplemental terms in the event of a conflict with respect to the applicable Supplemental Service(s).

Wedel Software may amend this Agreement from time to time. Amendments will be effective upon Wedel Software’s posting of such updated Agreement, in amended policies, or supplemental terms on the applicable Supplemental Service(s), posted on its website or communicated by other means (e.g. , e-mail). Your continued access or use of the Adthos Ad Server after such posting confirms your consent to be bound by the Agreement, as amended. If Wedel Software changes the terms of this Agreement after the date you first agreed to the Agreement (or to any subsequent changes to this Agreement), you may reject any such change by providing Wedel Software written notice of such rejection within 30 days of the date such change became effective, as indicated in the “Effective Date” date above. This written notice must be provided either (a) by mail or hand delivery to our registered agent for service of process, c/o Wedel Software, or (b) by email from the email address associated with your account to: support@wedelsoft.com. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Agreement. By rejecting changes, you are agreeing that you will continue to be bound by the provisions of this Agreement as of the date you first agreed to the Agreement (or to any subsequent changes to the Agreement).

License

Subject to the terms and conditions of this Agreement, and conditioned on your full compliance therewith, Wedel Software grants you a limited, fully paid, royalty free, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access, download, store and use the Adthos Ad Server; and (ii) access and use any content, information and related materials that may be made available through the Adthos Ad Server, in each case in accordance with the functionality and restrictions of the Adthos Ad Server provided herein or via the Adthos Ad Server (“Permitted Use” ). Any rights not expressly granted herein are reserved by Wedel Software.

Scope of licence and use

• • You may install, use or make copies of the Adthos Ad Server as are necessary to use Adthos Ad Server in accordance with the Permitted Use. Any copy of the Adthos Ad Server made by you (a) will remain the exclusive property of Wedel Software and (b) be subject to the terms and conditions of this Agreement. At Wedel Software’s request, you shall promptly provide to Wedel Software a written statement of the number and locations of all copies of the Adthos Ad Server supplied to you.
  • You may integrate the Adthos Ad Server with your internal order systems (e.g., radio automation system, traffic system, music scheduling system, etc.) and use the Adthos Ad Server to enable semi-automatic advertisements and playlists provisioning and semi-automatic data collection and analytics, solely for your internal use and to enable you to provide your services and data (e.g., proof of play, reconciliation, traffic reports, analytics, etc.) to your customers. “Semi-automatic” as used herein means input to be manually keyed by a person to enable the identified function provided by the Adthos Ad Server.
  • You may integrate the Adthos Ad Server with a third party service or content provider (e.g., advertising agency, radio network, invoicing service, traffic data service, information/data/market-measurement service, content distribution, management and support service provider, etc.) for certain automatic functionality provided by the Adthos Ad Server only upon you or the third party service or content provider entering a separate agreement with Wedel Software.
  • You may supply to a third party other than your customers (e.g., advertising agency, radio network, invoicing service, traffic data service, information/data/market-measurement service, content distribution, management and support service provider, etc.) reports and information collected and generated by the Adthos Ad Server (e.g., proof of play records, analytics, traffic reports, etc.) only upon you or the third party entering a separate agreement with Wedel Software.

License restrictions

You represent and warrant that Authorized Users shall only use the Adthos Ad Server as expressly authorized by Wedel Software under this Agreement for the Permitted Use. Without prejudice to the foregoing and unless specifically authorized under this Agreement for the Permitted Use, you shall not, and shall not assist, encourage or permit any other person to:

• • • remove any copyright, trademark or other proprietary notices from any portion of the Adthos Ad Server;
    • reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Adthos Ad Server except as expressly permitted by Wedel Software;
    • decompile, reverse engineer or disassemble the Adthos Ad Server except as may be permitted by applicable law;
    • link to, mirror or frame any portion of the Adthos Ad Server;
    • cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Adthos Ad Server or unduly burdening or hindering the operation and/or functionality of any aspect of the Adthos Ad Server;
    • attempt to gain unauthorized access to or impair any aspect of the Adthos Ad Server or its related systems or networks;
    • use the Adthos Ad Server (wholly or in part) in combination with any data of a third party (including third party data processors) without the express written consent of Wedel Software;
    • bypass or breach any security device or protection used for or contained in the Adthos Ad Server;
    • remove, delete, translate, combine, supplement, obscure, deface or otherwise alter any notice of confidentiality, trademark, proprietary rights, symbols, notices, marks or other indicia of ownership that may be contained in, on or relating to the Adthos Ad Server;
    • use the Adthos Ad Server, in whole or in part, other than in strict compliance with applicable law;
    • access or use the Adthos Ad Server in a way intended to avoid incurring fees or charges;
    • offer the Adthos Ad Server as a Software as a Service (“SaaS” ) to a third party;
    • use an unlicensed version of the Adthos Ad Server provided by a third party;
    • export to any third party data generated by the Adthos Ad Server except as permitted by this Agreement or a separate Agreement entered by you or the third party and Wedel Software;
    • attempt to aggregate users, impersonate an Authorized User or otherwise circumvent Wedel Software’s licensing restrictions via technical means, including the use of any interface between the Adthos Ad Server and other software that performs functionality substantially similar to that contained in the Adthos Ad Server.

License to playback content and provide records and analytics

By uploading or otherwise providing content to Wedel Software or the Adthos Ad Server, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Wedel Software a non-exclusive, irrevocable, perpetual, fully paid and royalty-free, transferable, sub-licensable, worldwide license to (1) reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display content you upload or otherwise supply to the Adthos Ad Server, such works including, but not limited to, advertisements, audiovisual content, metadata, or other copyrighted works, (2) to generate records related to proof of play, (3) to provide reconciliation management services, and (4) to generate data analytics, in connection with your use of the Adthos Ad Server.

Third party services and content

The Adthos Ad Server may be made available or accessed in connection with third party service (e.g., advertising agency, radio network, invoicing service, traffic data service, or information/data/market-measurement service, etc.) applications or content (including advertising, media content, and demonstration data) that Wedel Software does not control. You acknowledge that different terms of use, agreements and privacy policies may apply to your use of such third party services and content. Wedel Software does not endorse such third party services and content and in no event shall Wedel Software be responsible or liable for any products or services of such third party providers. WEDEL SOFTWARE DISCLAIMS ANY RESPONSIBILITY FOR ANY DISCLOSURE OF INFORMATION OR ANY OTHER PRACTICES OF ANY THIRD-PARTY APPLICATION OR SERVICE PROVIDER. WEDEL SOFTWARE EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING WHETHER YOUR PERSONAL INFORMATION IS CAPTURED BY ANY THIRD-PARTY APPLICATION PROVIDER OR THE USE TO WHICH SUCH PERSONAL INFORMATION MAY BE PUT BY SUCH THIRD-PARTY APPLICATION PROVIDER.

Future add-ons and integration and licenses with third parties

Access to and use of the Adthos Ad Server is being made available without charge. Wedel Software reserves the right to charge a fee for access to or use of additional add-on modules and third party integration services at any time in the future. Any such access, use or integration shall be provided under a separate agreement. You may be required to license third party products, services or intellectual property (e.g., Fraunhofer FDK AAC Codec Library license).

Ownership

The Adthos Ad Server and all rights therein are and shall remain Wedel Software’s property or the property of Wedel Software’s licensors. Neither this Agreement nor your use of the Adthos Ad Server convey or grant to you any rights: (i) in or related to the Adthos Ad Server except for the limited license granted above; or (ii) to use or reference in any manner Wedel Software’s company names, logos, product and service names, trademarks or services marks or those of Wedel Software’s licensors. The Adthos Ad Server is protected by patents in the U.S. and elsewhere. See Wedelsoft.com/patents

Access and use of the Adthos server

User Accounts

You will be responsible for all acts and omissions associated with your access and use of the Adthos Ad Server and the access and use of the Adthos Ad Server by employees, agents, contractors, end-users and any other third-party who may access or use the Adthos Ad Server on your behalf, or at your permission (“Authorized Users“). The Adthos Ad Server is intended for use by Authorized Users only. In order to access and use the Adthos Ad Server, you must register for and maintain an active user account. Authorized Users must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18). To obtain an account you must complete the specified registration process by providing us with current, complete, and accurate information as requested by the applicable online registration form. It is your responsibility to maintain the currency, completeness, and accuracy of your registration data and any loss caused by your failure to do so is your responsibility. After you have fully completed the registration form, you may be asked to choose a password and a user name. It is entirely your responsibility to maintain the confidentiality of your password and account. Additionally, you are entirely responsible for any and all activities that occur under your account. You agree to notify Wedel Software immediately of any unauthorized use of your account. Wedel Software is not liable for any loss that you may incur as a result of an unauthorized user using your password or account, either with or without your knowledge. You may cancel your account by delivering notice to Wedel Software. Each Authorized User shall remain an Authorized User unless your account is terminated in accordance with this Agreement.

You may be required to obtain separate, dedicated Adthos Ad Server entitlements for each Authorized User given access to the Adthos Ad Server. Should dedicated Adthos Ad Server entitlements be required, Adthos Ad Server entitlement for an Authorized User shall be unique to that Authorized User and may not be shared, provided, however, that it may be reassigned for the permanent transfer to another person.

You are responsible for all activity that occurs under your account, and you agree to maintain the security and secrecy of your account username and password at all times. Unless otherwise permitted by Wedel Software in writing, you may only possess one account.

By using the Adthos Ad Server, you agree and acknowledge that the Adthos Ad Server accesses, collects and transmits both non-personally identifiable information and personally identifiable information about you and certain hardware operating in conjunction with the Adthos Ad Server in order to: (a) optimize, maintain, repair and/or administer the Adthos Ad Server and other related components, (b) process and deliver content through the Adthos Ad Server, (c) perform management and analytic functions related to your use of the Adthos Ad Server, and (d) communicate with you, the entity you work for, or legal authorities. To the extent that you provide to Wedel Software during registration or otherwise your personal information, you acknowledge that such information will be collected, used and disclosed by in accordance with Wedel Software’s privacy policy, available at URL http://Wedelsoft.com/ privacy_policy.htmI.

User Provided Feedback.

You hereby agree that Wedel Software shall own all feedback, ideas, concepts and suggested changes to any portion of the Adthos Ad Server developed or identified in the course of or as a result of your use of the Adthos Ad Server and all associated intellectual property rights (“Results”), and you hereby assign to Wedel Software all of your rights, title and interest thereto. You will not knowingly provide Wedel Software Results that are subject to third party intellectual property rights. You agree to cooperate fully and to ensure that your employees, officers, independent contractors and your Authorized Users cooperate fully with Wedel Software with respect to signing further documents and doing such other acts as are reasonably requested by Wedel Software to confirm that Wedel Software owns the Results, and to enable Wedel Software to register and/or protect any associated intellectual property rights and/or confidential information. To the extent any Results provided by you cannot by law be assigned to Wedel Software you grant, or shall cause to be granted to, Wedel Software a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such Results in all formats and distribution channels now known or hereafter devised (including in connection with the Adthos Ad Server and Wedel Software’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (i) you either are the sole and exclusive owner of all Results or you have all rights, licenses, consents and releases necessary to grant Wedel Software the license to the Results as set forth above; and (ii) neither the Results, nor your submission, uploading, publishing or otherwise making available of such Results, nor Wedel Software’s use of the Results as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Network Access and Devices.

You are responsible for obtaining the data network access necessary to use the Adthos Ad Server. Your network’s data rates and fees may apply. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Adthos Ad Server and any updates thereto. Wedel Software does not guarantee that the Adthos Ad Server, or any portion thereof, will function on any particular hardware or devices. In addition, the Adthos Ad Server may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

Updates

Wedel Software may from time to time issue a software update necessary to keep using the Adthos Ad Server. Wedel Software may automatically check your version of the Adthos Ad Server and download software updates or configuration changes. You may also be required to update the Adthos Ad Server to continue using it. Such updates are subject to this Agreement unless other terms accompany the updates, in which case, those other terms apply. Wedel Software is not obligated to make any updates available and Wedel Software does not guarantee that it will support the version of the system or device for which you licensed the Adthos Ad Server.

International use; import and export restrictions

Accessing or using the Adthos Ad Server by certain persons in certain countries may not be lawful, and Wedel Software makes no representation that the Adthos Ad Server is appropriate or available for use in your jurisdiction. If you choose to access or use the Adthos Ad Server, you do so at your own risk and initiative, and are responsible for compliance with any applicable international, national and local laws and regulations.

By using and/or downloading the Adthos Ad Server or any other materials from Wedel Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any country to which import, export, or re-export of the Adthos Ad Server or such other materials is prohibited or are not a person or entity to which such export is prohibited. You further agree that you shall indemnify Wedel Software from liability if you violate any such laws or regulations.

Disclaimer of warranties

THE ADTHOS SERVER ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITH “ALL FAULTS.” WEDEL SOFTWARE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, WEDEL SOFTWARE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE ADTHOS SERVER OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE ADTHOS SERVER, OR THAT THE ADTHOS SERVER WILL BE UNINTERRUPTED OR ERROR-FREE. WEDEL SOFTWARE DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE ADTHOS SERVER, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

Limitations of Liability

In no event shall Wedel Software, its subsidiaries, affiliates, distributors, suppliers, licensors, agents or others involved in creating, sponsoring, promoting, or otherwise making available the Adthos Ad Server and its contents, be liable to any person or entity whatsoever for any direct, indirect, incidental, special, compensatory, consequential, or punitive damages or any damages whatsoever, including but not limited to: (1) loss of goodwill, profits, business interruption, data or other intangible losses; (2) your inability to use, reliance on, unauthorized use of, performance or non-performance of this Adthos Ad Server; (3) unauthorized access to or tampering with your personal information or transmissions; (4) the provision or failure to provide any service; (5) errors or inaccuracies resulting from the use of the Adthos Ad Server or any information, software, products, services, broadcast invoices, playout or traffic reports, and related graphics obtained by Wedel Software; (6) any transactions entered into through the Adthos Ad Server; (7) any property damage including damage to your computer system or devices caused by viruses or other harmful components, during or on account of access to or use of the Adthos Ad Server or any site to which it provides hyperlinks; (8) damages otherwise arising out of the use of the Adthos Ad Server or services provided by Wedel Software; or (9) any transaction or relationship between you and any third party provider. The limitations of liability shall apply regardless of the form of action, whether based on contract, tort, negligence, strict liability or otherwise, even if Wedel Software has been advised of the possibility of damages.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, LIABILITIES AND DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, WEDEL SOFTWARE’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THIS SHALL HAVE NO EFFECT ON WEDEL SOFTWARE’S CHOICE OF LAW PROVISION SET FORTH BELOW.

Indemnity

You agree to indemnify and hold Wedel Software and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (i) your use of the Adthos Ad Server or services or goods obtained through your use of the Adthos Ad Server; (ii) your breach or violation of any of this Agreement; (iii) Wedel Software’s use of content provided by you or your customers that is used with or processed or reproduced by or through the Adthos Ad Server; (iv) infringement of the copyright, patent or other intellectual property rights of any third-party to the extent that such claims relate to or result from software, hardware, data or content provided by you or your customers; (v) your failure to comply with all foreign and domestic laws, regulations or requirements; or (vi) your violation of the rights of any third party.

Confidentiality

• • Confidential Information. In connection with this Agreement, the Disclosing Party may disclose or make available Confidential Information to the Receiving Party. “Disclosing Party” means the party disclosing Confidential Information to the other party, including any affiliate of such other party. “Receiving Party” means the party receiving Confidential Information from the other party, including any affiliate of such other party. “Confidential Information” means all information or materials furnished by the Disclosing Party to the Receiving Party orally, or in written or electronic form, which is confidential, proprietary, or otherwise not generally available to the public. Notwithstanding the foregoing, the following will not constitute Confidential Information for purposes of this Agreement: (i) information which is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its representatives in breach of this Agreement; (ii) information which was known to the Receiving Party on a non-confidential basis prior to being furnished to the Receiving Party by the Disclosing Party; (iii) information which becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party unless such source was known or could reasonably be determined to be under a confidentiality obligation to the Disclosing Party, and (iv) information that is independently developed by representatives of the Receiving Party who have not had access to the Confidential Information.
  • Exclusions and Exceptions. Except as required by applicable law, Confidential Information shall not include information that:
    • at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any violation of this Agreement by the Receiving Party or any of its representatives;
    • at the time of disclosure is, or thereafter becomes, available to the Receiving Party on a non-confidential basis from a third party, provided that such third party is not and was not prohibited from disclosing such Confidential Information by an obligation to the Disclosing Party;
    • was known by or in the possession of the Receiving Party or its representatives, as established by documentary evidence, before being disclosed by or made available by or on behalf of the Disclosing Party pursuant to this Agreement; or
    • was independently developed by the Receiving Party, as established by documentary evidence, without reference to or use of any of the Disclosing Party’s Confidential Information.
  • Protection of Confidential Information. The Receiving Party shall:
    • protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care;
    • not disclose or use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than in the exercise and performance of its rights and obligations under this Agreement (the “Permitted Purpose”); and
    • not disclose any Confidential Information to any person, except to the Receiving Party’s representatives who (A) need to know such Confidential Information for the Permitted Purpose, (B) are informed by the Receiving Party of the confidential nature of such Confidential Information, and (C) are subject to confidentiality obligations to the Receiving Party that are no less restrictive than the terms and conditions of this Agreement.
  • Compelled Disclosures. Before the Receiving Party (or its representatives) makes any disclosure of any of the Disclosing Party’s Confidential Information under applicable law, the Receiving Party shall, to the extent permitted under Applicable Law, provide the Disclosing Party with:
    • prompt notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and
    • reasonable assistance, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking such protective order or other limitation on disclosure.
  • Return of Confidential Information. At the request in writing of the Disclosing Party, the Receiving Party shall return all Confidential Information of the Disclosing Party and all materials that contain any of the Disclosing Party’s Confidential Information, including all specifications, drawings, designs, recording tapes, computer software, data and any other materials whatsoever and all copies made thereof, or if so requested by the Disclosing Party, the Receiving Party shall certify in writing that all copies of the Disclosing Party’s Confidential Information have been destroyed, except to the extent that the same form part of (i) the permanent records of the Receiving Party that it is bound by applicable law to preserve or (ii) any electronic records that are customarily backed up in the normal course of the Receiving Party’s business, in which event the Receiving Party may retain such Confidential Information in strictest confidence. Notwithstanding the return to the Disclosing Party of the Confidential Information pursuant to this clause, the Receiving Party and its representatives shall continue to be bound to their confidentiality and other obligations under this Agreement.
  • Breach. The Receiving Party shall be responsible and liable for any breach of this Section 16 by any of its representatives.
  • Suspension
  • Wedel Software may suspend or revoke all or part of your right to access or use the Adthos Ad Server, if Wedel Software determines:
    • your, any Authorized User’s or any third party’s access to or use of the Adthos Ad Server (i) poses a security risk or threat to Wedel Software, any of its affiliates or any third party, (ii) could adversely impact Wedel Software, any Wedel Software’s affiliate’s, or third party’s systems or businesses or (iii) could subject Wedel Software, its affiliates or any third party to liability, including any third party claim that the Adthos Ad Server infringes upon a third party’s intellectual property rights;
    • you are in breach of this Agreement or ancillary agreement;
    • the Adthos Ad Server depends on the provision or availability of any third party information, data or services, and such third party does not supply or is in capable of supplying such information, data or services;
    • the Adthos Ad Server cannot be provided to you or any Authorized User in accordance with applicable law;
    • to terminate or suspend access to or provision of the Adthos Ad Server across parts or all of its business; or/
    • it is necessary for any reason beyond Wedel Software’s reasonable control.
  • Upon any suspension under Clause 17.1, Wedel Software shall provide you reasonable information regarding the reason for suspension and expected period of suspension.

 

Software security

• • • Notwithstanding anything to the contrary herein, you acknowledge and agree that Wedel Software may implement electronic signature security in order to access the Adthos Ad Server and that you will not be permitted to access the Adthos Ad Server for all or certain purposes unless the code for the Adthos Ad Server has been electronically signed by Wedel Software. You further acknowledge and agree that Wedel Software may, but has no obligation, to require you to submit certain information respecting your identity, your financial condition, and your having obtained certain third party licenses (e.g., Fraunhofer FDK AAC Codec Library license) as a condition of Wedel Software signing the code for the Adthos Ad Server. Furthermore, Wedel Software reserves the right to refuse to sign the code for the Adthos Ad Server, or to revoke any and all code signing already granted for the Adthos Ad Server, including if (a) Wedel Software reasonably believes that the your use of the Adthos Ad Server may interfere with, degrade or otherwise adversely affect the Adthos Ad Server any other software, system, network or data, (b) Wedel Software reasonably believes that the information that you have provided to Wedel Software in order to obtain access to the Adthos Ad Server is untrue, inaccurate, not current or incomplete, (c) Wedel Software is prohibited from signing the code for the Adthos Ad Server under applicable law, (d) you breached, or Wedel Software reasonably believes you will breach, this Agreement or ancillary agreement or (e) Wedel Software believes that you do not have a license required under certain third party intellectual property rights in place.

• • • Any license key for the Adthos Ad Server provided to you is based on the hardware the Adthos Ad Server is installed on. Changing the hardware may revoke such license and require you to obtain a new license. In addition, Wedel Software reserves the right to revoke your license key if it becomes comprised. You agree that Wedel Software is not responsible or liable for any loss or damage which may be incurred by you as a result of such license revocation or the lack of availability of the Adthos Ad Server as a result of such revocation.

• • • You shall:
      • retain the Adthos Ad Server, and all copies such, under your effective control.

Use of open source software

• • • You acknowledge that a portion of the Adthos Ad Server to be delivered under this Agreement may contain Permissive Open Source Code. You represents and warrants that you shall not take any action that would alter the status of such portions of Adthos Ad Server as Permissive Open Source Code.“Permissive Open Source Code” means any software program, or portion thereof, that is licensed under a license that (a) grants the user the right to freely use, copy, modify, distribute and display the source code for a software program and (b) does not require as a condition of use, modification, and/or distribution of the software subject to the license, that such software or other software combined and/or distributed with such software be (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge. For purposes of clarity, software subject to the Berkeley Style Database license available on the Open Source Initiative website (www.opensource.org) would be considered Permissive Open Source Code while software licensed under the General Public License (also available on the Open Source Initiative website) would not.

Other provisions

• • • FCC Rules . This Agreement is subject to all applicable rules and published policies of the FCC or similar regulatory body anywhere in the world now or hereafter in force.

• • • Choice of Law and Venue.
      

• • • If you accept this Agreement on behalf of an entity, and the jurisdiction of incorporation of such entity is located in North America, this Agreement or any dispute in connection with the subject matter of this Agreement shall be governed by the laws of the State of New York, USA without regard to the conflicts of law principles thereof. In such event, the parties to this Agreement consent to the exclusive jurisdiction of the federal and state courts located in the City of New York.

• • • If you accept this Agreement on behalf of an entity, and the jurisdiction of incorporation of such entity is located anywhere other than North America, this Agreement or any dispute in connection with the subject matter of this Agreement shall be governed by the laws of the Netherlands. In such event, the parties irrevocably agree that the courts of the Netherlands shall have exclusive jurisdiction to hear and determine any action or dispute which may arise therefrom.

• • • Each Party agrees to waive any objection which it might otherwise have to such courts being a convenient and appropriate forum.

• • • Each Party agrees to waive, with respect to itself and its revenues and assets, all immunity on the grounds of sovereignty or other similar grounds from suit, jurisdiction of any court, relief by way of injunction, order for specific performance or for recovery of property, attachment of its assets (whether before or after judgment) and execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction and irrevocably agrees that it will not claim any such immunity in any proceedings.

• • • Each Party irrevocably and unconditionally waives any right it may have to a trial by jury with respect to any legal action arising out of or relating to this Agreement.

• • • UN Conventions on Contracts. The parties expressly disclaim the applicability of, and waive any rights based upon, the United Nations Convention on Contracts for the International Sale of Goods. The parties hereby agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement between the parties.

• • • Rights of Third Parties . A person who is not a party to this Agreement has no rights to enforce any provision of this Agreement. The rights of the Parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any person that is not a party to this Agreement.

• • • Notice. Wedel Software may give notice by means of a general notice on the Adthos Ad Server interface, electronic mail to your email address in your account, telephone or text message to any phone number provided in connection with your account, or by written communication sent by first class mail or pre-paid post to any address connected with your account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or telephone). You may give notice to Wedel Software, with such notice deemed given when received by Wedel Software, at any time by first class mail or pre-paid post to our registered agent for service of process, c/o Wedel Software as follows:

Registered agent: Business Filings Incorporated
c/o Wedel Software BV
187 Wolf Road, Suite 101
Albany, New York 12205

Wedel Software: For U.S. Customers:
Wedel Software Inc.
1177 Avenue of the Americas,
5th Floor,
New York, NY 10036

For European, Middle Eastern and African Customers:
Wedel Software BV
Binckhorstlaan 36
2516 BE Den Haag

copy: support@wedelsoft.com

General

You may not assign this Agreement without Wedel Software’s prior written approval. Wedel Software may assign this Agreement without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Wedel Software’s equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Wedel Software, or any other third party provider as a result of this Agreement or use of the Adthos Ad Server. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Wedel Software’s failure to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Wedel Software in writing.

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