TERMS AND CONDITIONS

Agreement

The My Code Media Advertising Network provided by My Code Media, Inc. (“Service”), owned and operated by My Code Media, Inc. and its affiliated companies under the name Hermes (“My Code Media”), is provided to you (“Member”, “Publisher”) under the Terms and Conditions (“Terms”) of this Publisher Service Agreement and the My Code Media Guidelines for Publishers (collectively: the “Agreement”), and any amendments thereto and any operating rules or policies. My Code Media reserves the right, in its sole discretion, to change, modify, add or remove all or part of the Agreement at any time. If this Terms and/or any modification to this agreement is unacceptable to Member, Member’s only recourse will be to terminate this agreement as set forth herein. Member’s continued participation with the Service following My Code Media’s posting of a new agreement on My Code Media’s site will constitute a binding acceptance of the change.

1.1 By accepting the Terms of the Agreement, the Member:

(a) Represents and warrants that Member is of at least 18 years of age;

(b) Agrees to provide accurate, current and complete information about Member as prompted by the Account Registration Form;

(c) Agrees to maintain and update this information to keep it accurate, current and complete;

If any information provided by Member is inaccurate, not current or incomplete, My Code Media has the right to terminate Member’s account.

1.2 BY COMPLETING THE ACCOUNT REGISTRATION PROCESS, AND CLICKING THE “SUBMIT” BUTTON, MEMBER AGREES TO BE BOUND BY THIS AGREEMENT AND ACKNOWLEDGES THE ESTABLISHMENT OF AN ACCOUNT ON BEHALF OF SUCH MEMBER (THE “ACCOUNT”).

Description of Service

The Service allows Publisher: Access to data analytics as a result access to targeted and unique digital ad inventory, subject to the terms and conditions set forth herein.

2.1 Editorial Review. Without derogating from any other provision in this Agreement, My Code Media reserves the right, without any obligation herein, to review each website individually, and has the right, to edit, refuse, reject or remove the Publisher’s mobile application / website from the Services at any time and for any reason.

2.2 Technical Support. Members may receive technical help and resolve billing inquiries by contacting My Code Media Support via e mail (as written below). Should Member become dissatisfied with the Service in any way, Member’s will immediately contact My Code Media support by emailing directly to the relevant email address written below.

2.3 USE OF THE SERVICE SUBMISSIONS

By submitting material or web page listings to the Service (including information regarding the listing) you are irrevocably granting My Code Media, its licensees, and any entities in the Service, the right to use all parts of the material without limitation including, but not limited to, modifying it or using it commercially and authorizing others to do so.

Member Representations

Member represents and warrants that:

(a) Member is the legal owner of the URL or any other digital media source (“Digital Media”) specified in his Advertiser Account, an employee of the legal owner of the Digital Media or has obtained express written permission from the legal owner of the Digital Media in connection with the use of the Service with the aforementioned domain. Without derogating from any other provision in this Agreement, Member expressly agrees to indemnify My Code Media from any claims, losses, damages, including by any third party, arising from or in connection with the use of the Advertiser Service with the specified Digital Media.

(b) Member is the owner or is licensed to use the entire contents and subject matter contained in the mobile application / website and/or any creative such as image, text, programming code, graphic content or any combination thereof (“Creative”);

(c) Member will fully comply with the Hermes Publisher Guidelines [See Schedule A].

Privacy

My Code Media collects, stores and uses personal details of Member’s authorized users and contact persons in accordance with My Code Media’s privacy notice that is located at [https://hcodemedia.com/privacy/]. To the extent that any end-user’s Data includes personal data of individuals who are in the European Union, then My Code Media’s Personal Data Processing Addendum (DPA), which is attached hereto as Annex A, and serves as an integral part thereof, applies and the parties agree to comply with its terms.

My Code Media Report

During the Services, Member will be granted access and may view the online reports relating to its activity within the My Code Media reporting system (the “Report”), which during the relevant month are only estimated non-final numbers that may be changed or adjusted by My Code Media. Member agrees that My Code Media stats will be final and binding in every case and serve as the sole basis for the calculation of Member’s payments.

Publisher Payment

6.1 My Code Media will credit the Publisher’s account with a payout for each month based on the agreed payout rate under the applicable ad program. My Code Media will pay to the Publisher by wire any amounts due to Publisher. Publisher will pay all applicable fees, taxes, platform fees, commissions or the like in connection with such payment.

My Code Media may, at My Code Media’s sole discretion, apply an estimated number of payouts if: (i) the Publisher is referring visitors to Advertiser as verified by clicks through links to Advertiser with My Code Media’s Report, (ii) in the case of an error in Advertiser’s transmission of the Report data to My Code Media, and (iii) in an instance in which My Code Media is able to utilize a historical analysis of the Publisher promotion of Advertiser in order to determine an equitable number of estimated payouts.

Processing fees will be deducted from Publisher commission balance. If Publisher does not earn the minimum amount in a month, the balance will be carried forward until such time as the minimum amount is earned or until this Agreement is terminated. The Publisher acknowledges that the minimum amount may vary based upon the applicable currency being used and that the binding minimum amount will be the amount listed in My Code Media’s system as may be updated from time to time. Publishers are responsible for ensuring that their bank details, address and e-mail address are correct in their My Code Media Account details in order to receive payment.

Notwithstanding the aforesaid, My Code Media reserves the right to reclassify any Transactions and reduce any payments due to Publisher because of any claims, demands, offsets or the like made by Advertisers for invalid events, technical errors, tracking discrepancies or similar events that produce invalid results, even if the applicable Transaction was originally approved. My Code Media will compile, calculate and electronically deliver to Publisher the relevant data required to determine Publisher’s billing and compensation. The Publisher acknowledges that payments are based on the Report and hereby waives any claim and/or demand towards My Code Media as a result of discrepancy between the Report and any other similar tracking system.

In Addition, and without derogating from any other right under this Agreement, Advertiser or My Code Media may apply a debit to the Publisher’s account in circumstances of: (i) duplicate entry or other clear error; (ii) non-bona fide transactions; (iii) non-receipt of payment from, or refund of payment to the visitor by the Advertiser; or (iv) Publisher failure to comply with Advertiser’s program terms or other agreement with Advertiser (“Chargeback”). Chargebacks may be applied to the Publisher’s Account at any time, including previous payment cycles within 3 (three) months from such Chargeback event.

6.2 My Code Media reserves the right to change payment dates and amounts, at any time, with or without prior notification to member, which may be posted on the Service website, in Member’s Service account, or emailed to Members.

Click Fraud

All ad campaigns are monitored for fraudulent and/or otherwise non-compliant activity by My Code Media. Publisher accounts believed to be responsible for fraudulent or non-compliant clicks will be automatically restricted from use of their Publisher area and investigated for click fraud. Any revenue believed to be generated by fraudulent or non-compliant clicks will be refunded to the Advertiser in good faith. CLICKING ON YOUR OWN AD SPACE COUNTS AS CLICK FRAUD AND WILL RESULT IN AUTOMATIC TERMINATION. My Code Media reserves the right to reject any or all requests for investigation of assumed click fraud or other non-compliant clicks by any Member at its sole discretion.

Termination of Service

7.1 Termination by My Code Media:

My Code Media may terminate the Service with or without cause at any time, effective immediately and without prior notice. My Code Media may terminate a Member via written or email notice as necessary at My Code Media’s sole discretion. My Code Media will not be liable to Member or any third party for Termination of Service.

7.2 Termination by a Member:

Publisher may terminate this Agreement upon 30 days prior written notice to MY Code Media via email.

Upon termination of the Service, by MY Code Media or by a Member, Member’s right to use the Service instantly ceases. Member will have no right, and MY Code Media will have no obligation thereafter, to forward any information associated with Member’s Account. Any amount(s) paid for the month in which Member cancel, and/or any fee(s) for any month expired before Member termination, is non-refundable.

7.3 TERMINATION FOR ILLEGAL OR OTHER ACTIVITY

My Code Media may, but has no duty to, immediately terminate Member and remove it from the Service servers if, in its sole discretion, My Code Media concludes that Member is engaged in illegal activities or the sale of illegal or harmful goods or services or is engaged in activities or sales that may damage the rights of My Code Media or which are not permitted under this Agreement or others. Any termination under this section will take effect immediately, and Member expressly agrees that it will not have any opportunity to cure.

7.4 WAIVER: Member expressly waives any statutory or other legal protection in conflict with the provisions of this section.

7.5 DELETION OF INFORMATION: Upon termination, MY Code Media reserves the right to delete from its servers any and all information contained in Member’s Account including, but not limited to, order processing information, mailing lists, and any data generated by the Service software.

7.6 SURVIVAL: All following sections will survive any termination of this Agreement.

Exclusion of Warranties

8.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, MEMBER EXPRESSLY UNDERSTAND AND AGREES THAT MEMBER USE OF THE SERVICE IS AT MEMBER’S SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES.

8.2 IN PARTICULAR, MY CODE MEDIA, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO MEMBER THAT:

(A) MEMEBER USE OF THE SERVICE WILL MEET MEMBER’S REQUIREMENTS,

(B) MEMEBER USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,

(C) ANY INFORMATION OBTAINED BY MEMBER AS A RESULT OF MEMBER USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, AND

(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO MEMEBER AS PART OF THE SERVICE WILL BE CORRECTED.

8.3 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT MEMBER’S OWN DISCRETION AND RISK AND MEMBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO MEMBER AND/OR THIRD-PARTY COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

8.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY MEMBER FROM MY CODE MEDIA OR THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

8.5 MY CODE MEDIA FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Limitation of Liability

9.1 MEMEBER EXPRESSLY UNDERSTANDS AND AGREES THAT MY CODE MEDIA, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS WILL NOT BE LIABLE TO MEMEBER AND/OR TO ANY THIRD PARTY FOR:

(1) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY MEMEBER, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS WILL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;

(2) ANY LOSS OR DAMAGE ARRISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

(A) ANY RELIANCE PLACED BY MEMEBER ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN MEMEBER AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS THROUGH THE SERVICE;

(B) ANY CHANGES WHICH MY CODE MEDIA MAY MAKE TO THE SERVICE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICE (OR ANY FEATURES WITHIN THE SERVICE);

(C) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH MEMBER’S USE OF THE SERVICE;

(D) MEMBER’S FAILURE TO PROVIDE MY CODE MEDIA WITH ACCURATE ACCOUNT INFORMATION;

(E) MEMBER’S FAILURE TO KEEP HIS PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;

9.2 THE LIMITATIONS ON MY CODE MEDIA’S LIABILITY TO MEMEBER IN PARAGRAPH 9.1 ABOVE WILL APPLY WHETHER OR NOT MY CODE MEDIA HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

9.3 MY CODE MEDIA’S LIABILITY TO MEMBER OR ANY THIRD PARTY IN ANY AND ALL CIRCUMSTANCE WILL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY MEMBER TO THE SERVICE OVER THE 3 MONTHS PERIOD PRIOR TO THE CLAIM. THIS LIMITATION OF LIABILITY IS APPLICABLE TO THE FULLEST EXTENT PERMITTED UNDER THE APPLICABLE LAW.

9.4 INDEMNIFICATION

Member hereby agrees to indemnify, defend and hold harmless My Code Media and its officers, directors, agents, publishers, advertisers, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings (a) for libel, defamation, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the mobile application / website; (b) arising out of any breach by Member of any duty, representation or warranty under any this Agreement; or (c) relating to a contaminated file, worm, virus, spyware, malware, adware, or trojan-horse or the like originating from Member’s mobile application / website.

Copyright and Trademark Policies

My Code Media reserves the right to: (i) respond to notices of alleged copyright infringement that comply with applicable international intellectual property law and (ii) terminate the accounts of repeat infringers, including disclosure of relevant Member information when required and Member agrees and acknowledges that any such disclosure is hereby permitted and will not be deemed to violate any other term in this Agreement.

Advertisements

10.1 Some of the mobile websites/applications are supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the mobile websites/applications, queries made through the websites/applications or other information.

10.2 The manner, mode and extent of advertising by the Service on the mobile websites/applications are subject to change without specific notice to Member.

Other Content

11.1 The websites may include hyperlinks to other mobile websites or content or resources. My Code Media may have no control over any mobile websites or resources which are provided by companies or persons other than My Code Media.

11.2 Member acknowledges and agrees that My Code Media is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such mobile websites/applications or resources.

11.3 Without derogating from sections 8-9 above, Member acknowledges and agrees that My Code Media is not liable for any loss or damage which may be incurred by Member as a result of the availability of those external sites or resources, or as a result of any reliance placed by Member on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such mobile websites/applications or resources.

Changes to the Terms

12.1 My Code Media may make changes to the Service at any time. When these changes are made, My Code Media will make a new copy of the Agreement available at https://hermes.hcodemedia.com/ and be made available to Member from within, or through, the Service.

12.2 Member understands and agrees that if Member use the Service after the date on which the Agreement has changed, My Code Media will treat Member’s use as acceptance of the updated Agreement.

Confidentiality

Member or My Code Media may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party (“Confidential Information”). The receiving party agrees to make commercially reasonable efforts, but in no case less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information will not include: (i) information that is or becomes part of the public domain through no act or omission of the receiving party, or (ii) is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that the receiving party had in its possession prior to the date of this Agreement, or (iv) is disclosed pursuant to the order or requirement of a court, stock exchange, administrative agency, or other governmental body.

Non-solicitation

During the Term of this Agreement and for a period of one (1) years hereafter, Member will not knowingly solicit, directly or through third party, any advertiser/publisher that is obtained through the Services provided by My Code Media under this Agreement, and Member will not encourage any such advertiser/publisher to transfer from the Services. Without prejudice to any other right of My Code Media according to this Agreement and the applicable law, in the event Member directly solicit or cause to be transferred any advertiser/publisher, Member will pay My Code Media what My Code Media would have otherwise earned if Member had not violated this provision.

General Terms

13.1 Sometimes when Member use the Service, Member may (as a result of, or through Member use of the Service) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Member’s use of these other services, software or goods may be subject to separate terms between Member and the company or person concerned. If so, the Agreement does not affect Member’s legal relationship with these other companies or individuals.

13.2 The Agreement constitutes the whole legal agreement between Member and My Code Media and governs Member’s use of the Service (however excluding any services which My Code Media may provide to Member under a separate written agreement), and completely replace any prior agreements between Member and My Code Media in relation to the Service.

13.3 My Code Media will be entitled to freely assign any of its rights and obligations in connection with this Agreement or any subsequent business activity to any of its subsidiaries and/or affiliated companies.

13.4 Member agree that My Code Media may provide Member with notices, including those regarding changes to the Agreement, by email, regular mail, or postings on the Service.

13.5 Member agree that if My Code Media does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which My Code Media has the benefit of under any applicable law), this will not be taken to be a formal waiver of My Code Media rights and that those rights or remedies will still be available to My Code Media.

13.6 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of the Agreement is invalid, then that provision will be removed from the Agreement without affecting the rest of the Terms. The remaining provisions of the Agreement will continue to be valid and enforceable.

13.7 Member acknowledge and agree that each member of the group of companies of which My Code Media is the parent will be third party beneficiaries to the Agreement and that such other companies will be entitled to directly enforce, and rely upon, any provision of the Agreement which confers a benefit on (or rights in favor of) them. Other than this, no other person or company will be third party beneficiaries to the Agreement.

13.8 Member and My Code Media are independent contractors, and nothing in this Agreement will create any joint venture, agency, franchise, sales representative, or employment relationship between the parties. Member has no authority to make or accept any offers or representations on behalf of My Code Media. Member will not make any statement, on its website or otherwise, that reasonably would contradict anything in this section.

13.9 This Agreement, and your relationship with My Code Media under the Terms, will be solely and finally settled as follows:

(A) US Residents: Disputes with US residents will be governed by and be construed according to the laws of the State of California, without regard to the conflict of laws provisions thereto. Any dispute arising under or in relation to this Agreement will be exclusively resolved in the competent court in the county of Los-Angeles, California. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST LAWFUL EXTENT, ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS THEY CONTEMPLATE.

(B) EU Residents: This Agreement will be exclusively governed by the laws of England and Wales, without reference to conflict of laws principles. Without derogating from the My Code Media’s right to seek injunctive relief in any jurisdiction it may deem proper, both parties agree that all disputes between the parties in connection with or arising out of the existence, validity, construction, performance and termination of this Agreement (or any terms thereof), which the parties are unable to amicably resolve between themselves within 30 days, will be referred to arbitration in London in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said rules. Said arbitration will be conducted in English and the arbitrator will be obligated to reason his/her decisions.

(C) All other Jurisdictions: Disputes with Customers which are not residents of the US or EU, will be governed by and be construed according to the laws of the State of California, without regard to the conflict of law’s provisions thereto. Any dispute arising under or in relation to this Agreement will be exclusively resolved in the competent court of Los Angeles, California.

Contact Details

If you have any questions regarding the Agreement, please contact us:

My Code Media, Inc.
225 Santa Monica Blvd., 3rd Floor
Santa Monica, CA
United States
info@hcodemedia.com

Member confirms and agrees that My Code Media and its subsidiaries may use the information Member provides that it collects for any legal purpose, including but not limited to, advertising, promotion and other sales and marketing purposes (“Promotional Communications”). My Code Media and its subsidiaries may also share certain information with third-party advertising partners in accordance with its privacy policy available at the following URL: https://hermes.hcodemedia.com/privacy/ and incorporated by reference hereto forming an integral part hereof. Member may opt-out from receiving Promotional Communications at any time, by following the instructions at the end of the applicable e-mail message or e-mail us at: info@hcodemedia.com

Member agrees and undertakes to fill and complete any consents which may require giving effect to Member’s consent as set forth above.

Schedule A

Hermes Publishers Guidelines

Thank you for joining the Hermes Reporting Dashboard (“Hermes“). We, My Code Media, Inc. (“My Code Media”),
own and operate Hermes. My Code Media is committed to a lawful and ethical service, pursuant to sound industry standards and practices.

To ensure the quality of our services, we have created the following Publisher Guidelines. Compliance with our guidelines will demonstrate your commitment to provide services while maintaining the highest standards of
professionalism, integrity and fairness.

You hereby commit to fully comply with the following guidelines.

In these guidelines –

“You” includes your employees, contractors, partners, affiliates, agents and any other person who acts on your behalf.

“Laws” include all applicable laws, rules, regulations, ordinances, judgments, decrees, orders or other governmental mandatory requirements.

General

1.1. You represent that you are the legal owner or in control of the application, software, web-based service and any related offerings, including any advertising, sponsored or promoted content, and other third-party originated content, which is embedded, displayed, performed or otherwise made available on or through your application, software, or web-based service (together: the “Offering“).

Lawfulness

2.1. You may not operate your Offering in a manner that constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate applicable Laws, including laws and regulations governing privacy, mass email, spam, export control, consumer protection, unfair competition and false advertising.

2.2. You may not engage in activities which constitute, or are likely to constitute unfair or deceptive trade practices.

2.3. Your Offering will not include, promote, or distribute prohibited material, including without limitation: (i) pornography, or sexually explicit content; (ii) hate speech or discriminatory content; (iii) content promoting criminal activities; (iv) Racial, ethnic, political, hate-mongering or otherwise objectionable content; (v) spyware, malware, viruses, worms, Trojan horses, or any other computer code, files or programs designed to interrupt, hijack, destroy or limit the functionality of any computer software, hardware, network or telecommunications
equipment; (vi) content that infringes or violates the rights of others, including copyright, trademark, trade secret, patent, privacy and publicity rights; (vii) defamatory, libelous, obscene, offensive or harmful content,
(viii) materials targeted at or designed to appeal to children under the age of 13, or to any other age under the applicable Laws; (ix) the unlawful sale or advertisement of Alcohol, Tobacco, Prescription Drugs and Weapons;
(x) unlawful gaming, gambling, draws and betting, (xi) any other content that violates applicable Laws.

2.4. Your Offering will not induce end users to install a software code, application or component by intentionally misrepresenting that it is necessary to secure the end user’s device, data, or other software or applications, or that it is necessary for the functionality of the device or any feature or software included therein.

Platforms and Service Providers

3.1. You will fully comply with any terms, rules, guidelines and instructions, by IOS, Android and any other applicable mobile platform or operator.

3.2. You will abide by your Offering Terms and Privacy Policy, as these terms are defined hereunder. You will also abide by the applicable terms and policies of your service providers.

3.3. Without limiting the aforesaid, you may not operate your Offering in a manner that will be deemed, or encourages activity that will be deemed as fraudulent, misleading, threatening, harassing, anti-competitive,
misleading, libelous, defamatory, obscene, pornographic, profane or otherwise objectionable.

3.4. You will not provide end users and any other third party inaccurate or false statements about the source, ownership, purpose, functionality or features of the Offering and any third-party content included therein.

Transparency. Terms of Service

4.1. You will engage your end users with full transparency and disclose to them: (i) Your full name and contact details, and of any other person or entity that provides the Offering; (ii) the terms and conditions, or
license agreement (“Offering Terms“) that govern the end users’ use of the Offering; (iii) all details about the effect of installing the Offering on the end user’s device, and any changes in the settings of the device as a result thereof.

4.2. You will make the Offering Terms easily accessible to end users, prior to the installation process of the Offering, in the course of the installation, and through the Offering.

4.3. You will clearly and conspicuously disclose to end users’ – and where required under the applicable Laws– receive the end users’ appropriate consent and permission, to the Offering’s access to and use of any features of the end users’ devices, including, without limitation, (i) any access to the device features, such as the camera or speaker; (ii) any changes in the settings, preferences, functionality or display of the device’s operating system, browser and other applications; (iii) Any code installations, disablement, interference, impairment or uninstallation. Notwithstanding, you may make changes to the device settings if: (i) the end users reasonably expect these changes in connection with the installation and use of the Offering; or, (ii) the end user provided the appropriate consent under the applicable Laws to the changes; or (iii) the changes are technical and minor by their nature and do not interfere, violate or infringe end users’ rights.

Privacy

5.1. If you collect, use, transmit, store, or process in any other or additional manner end users’ personally identifiable information (“PII”), you will provide your end users clear and detailed notices and policy (together: “Privacy Policy“), and will maintain all necessary measures, practices and procedures, in compliance with all applicable Laws.

5.2. You will make the Privacy Policy easily accessible to end users, prior to the installation process of the Offering, in the course of the installation, and through the Offering.

5.3. Where required under the applicable Laws, you will receive end users’ appropriate consent to the Privacy Policy.

5.4. You will include the Hermes SDK Minimum Terms, attached hereto in Schedule B, as part of your Privacy Policy.

5.5. You will maintain full compliance with guidelines for protecting the privacy of end users, as issued by or for the iOS, Android, and any other applicable mobile platform.

5.6. You will not intentionally use the Offering to collect any information about an end user who is under the age of 13 years old, or any other children-related age-threshold under the applicable Law.

5.7. If your Offering is directed to children under 13 years old, or under any other age-threshold pursuant to the applicable Law, or if you have actual knowledge that you are collecting personal information from children under that abovementioned age, you will maintain full compliance with relevant Laws, including – if applicable – the US Children Online Privacy Protection Act (COPPA), and the provisions applicable to the protection of a child’s data under Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR). Without limiting the aforesaid, you will provide all necessary notices and receive all necessary consents, including verifiable parental consent, as required under the applicable Law, to the Hermes use of personal information. See further details in Schedule A to these guidelines (the Hermes SDK Minimum Terms).

Distinguishing Ads from other Content

6.1. You will clearly and conspicuously distinguish ads displayed on your Offering from the Offering’s content and features;

6.2. Where required under the applicable Law, you will include all necessary advertising notices in or next to the ads.

6.3. You will follow all applicable Laws related to the display of ads.

Traffic Generation

7.1. You will not generate or try to gain traffic or installations of your Offering by using any fraudulent activity, including without limitation by: (i) creating fictitious traffic of your Offering; (ii) installing or uninstalling any application, software or code on an end user’s device, without appropriate consent; (iii) causing or providing incentives to other persons to increase traffic, revenue, impressions, or clicks, or to use automated measures to generate traffic, impressions or clicks; (iv) engaging in any other misleading, deceptive or other illegal activity whatsoever.

My Code Media’s Rights

8.1. You will not violate, breach, infringe or misappropriate the rights of My Code Media, and its employees, contractors, partners, affiliates, agents and any other person who acts on My Code Media’s behalf, including intellectual property rights of any kind, privacy and publicity rights.

Indemnification

You will indemnify My Code Media and its employees, directors, contractors, partners, affiliates, agents and any other person who acts on My Code Media’s behalf, and hold them harmless from and against any loss, damage and expenses incurred as a result of, or in connection with your breach of these guidelines.

Annex A

Data Processing Addendum

THIS DATA PROCESSING ADDENDUM
This Data Processing Addendum (“DPA”) reflects the parties’ agreement on the Processing of Personal Information that Privacy Laws and Regulations apply in regard thereof. For the purpose of this Annex A, you will be addressed as a “Customer”.

All capitalized terms not defined herein will have the meaning set forth in the Agreement. All terms under the Agreement apply to this DPA, except that the terms of this DPA will supersede any conflicting terms under the Agreement.

In the course of providing the service to Customer pursuant to the Agreement (the “Service“), My Code Media may Process Personal Information on behalf of Customer. The parties agree to comply with the following provisions under this DPA with respect to Customer’s Personal Information processed by My Code Media on behalf of Customer as part of the Services.

Definitions

1.1. “Affiliate” means any legal entity directly or indirectly controlling, controlled by or under common control with a party to the Agreement, where “control” means the ownership of a majority share of the voting stock, equity, or voting interests of such entity.
1.2. “My Code Media” means My Code Media, Inc. and its Affiliates.
1.3. “Hermes” means Hermes Reporting Dashboard.
1.4. “My Code Media Information Security Policy” means the information security documentation applicable to the specific Service purchased by Customer, as updated from time to time, and made available by My Code Media upon request.

1.5. “Individual” means a natural person to whom Personal Information relates, also referred to as “Data Subject” pursuant to EU data protection laws and regulations.

1.6. “Personal Information” means information about an identified or identifiable Individual, also referred to as “Personal Data ” pursuant to EU data protection laws and regulations, which My Code Media Processes under the terms of the Agreement.

1.7. “Personnel” means the employees, agents, consultants, and contractors of Customer and Customer’s Affiliates.

1.8. “Privacy Laws and Regulations” means Regulation (EU) 2016/679 (GDPR), when it takes effect, as applicable to the Processing of Personal Information under the Agreement.

1.9. “Privacy Shield” means the EU-US Privacy Shield Framework, as administered by the U.S. Department of Commerce and approved by the European Commission pursuant to Decision C(2016)4176 of July 12, 2016.

1.10. “Privacy Shield Principles” mean the Privacy Shield Principles, as supplemented by the Supplemental Principles and contained in Annex II to the European Commission Decision C(2016)4176 of July 12, 2016, as may be amended, superseded or replaced.

1.11. “Process” or “Processing” means any operation or set of operations which is performed upon Personal Information, whether or not by automatic means, such as collection, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, blocking, erasure or destruction.

Data Processing

2.1. Scope and Roles. This DPA applies when Personal Information is Processed by My Code Media as part of My Code Media’s provision of the Service, as further specified in the Agreement and the applicable order form. In this context, to the extent that provisions under the GDPR apply to Personal Information that My Code Media processes for Customer under the Agreement, Customer is the Data Controller and My Code Media and applicable Affiliates are the Data Processor under such laws and regulations.
2.2. Instructions for My Code Media’s Processing of Personal Information. My Code Media will only Process Personal Information on behalf of and in accordance with Customer’s instructions. Customer instructs My Code Media to Process Personal Information for the following purposes: (i) Processing in accordance with the Agreement and applicable order forms, including, without limitation to provide the Service, and for back-up and disaster recovery, cyber security, operations, control, improvements and development of My Code Media’s Service, fraud and service misuse prevention and legal and administrative proceedings; and (ii) Processing to comply with other reasonable instructions provided by Customer where such instructions are consistent with the terms of the Agreement and comply with applicable Privacy Laws and Regulations. Processing outside the scope of this DPA (if any) will require prior written agreement between My Code Media and Customer on additional instructions for processing, including agreement on any additional fees Customer will pay to My Code Media for carrying out such instructions.

Notice and Consent

3.1. Customer undertakes to provide all necessary notices to Individuals and receive all necessary permissions and consents, as necessary for My Code Media to process Personal Information on Customer’s behalf under the terms of the Agreement and this DPA, pursuant to the applicable Privacy Laws and Regulations.

3.2. To the extent required under the applicable Privacy laws and regulations, Customer will appropriately document the Individuals’ notices and consents.

Rights of Individuals

4.1. Requests. My Code Media will, to the extent legally permitted, promptly notify Customer if My Code Media receives a request from an Individual, who’s Personal Information is included in Customer’s Personal Information, or a request by the Individual’s legal guardians, to exercise the right to access, correct, amend, or delete Personal Information related to the Individual, or to exercise such other personal right that the Individual is entitled to pursuant the applicable Privacy laws and regulations.

4.2. Assistance. My Code Media will provide Customer with commercially reasonable cooperation and assistance in relation to handling the Individual’s request, to the extent legally permitted and to the extent Customer does not have access to such Personal Information through its use of the Service. Except if not permitted under the applicable Privacy laws and regulations, Customer will reimburse My Code Media with any costs and expenses related to My Code Media’s provision of such assistance.

4.3. Customer undertakes to direct individuals who wish to revoke their consent or to exercise their right to be forgotten to My Code Media’s opt-out feature at: info@hcodemedia.com

Assistance in Compliance

At Customer’s written request, My Code Media will cooperate with and make commercially reasonable efforts to assist Customer in complying with Customer’s obligations pursuant to Articles 32 to 36 to the GDPR, taking into account the nature of processing and the information available to My Code Media.

My Code Media PERSONNEL

5.1. Limitation of Access. My Code Media will ensure that My Code Media’s access to Personal Information is limited to those personnel who require such access to perform the Agreement or provide its services.

5.2. Confidentiality. My Code Media will impose appropriate contractual obligations upon its personnel engaged in the Processing of Personal Information, including relevant obligations regarding confidentiality, data protection, and data security. My Code Media will ensure that its personnel engaged in the Processing of Personal Information are informed of the confidential nature of the Personal Information, have received appropriate training in their responsibilities, and have executed written confidentiality agreements. My Code Media will ensure that such confidentiality agreements survive the termination of the employment or engagement of its personnel.

Affiliates and Third-Party Service Providers

6.1. Affiliates. Some or all of My Code Media’s obligations under the Agreement may be performed by My Code Media Affiliates.

6.2. Agents. Customer acknowledges and agrees that My Code Media and My Code Media’s Affiliates respectively may engage third-party service providers in the performance of the Service on Customer’s behalf. All Affiliates and agents (also referred to as ‘other processors’ under the GDPR) to whom My Code Media transfers Personal Information to provide the Service on behalf of Customer have entered into written agreements with My Code Media or such other binding instruments that bind them by substantially the same material obligations under this DPA.

6.3. Liability. My Code Media will be liable for the acts and omissions of its Affiliates and agents to the same extent that My Code Media would be liable if performing the Service of each Affiliate or agent directly, under the terms of Agreement.

6.4. Objection. To ensure compliance with applicable Privacy Laws and Regulation, Customer may object to any engagement by My Code Media with a new agent to Process Customer Personal Information on Customer’s behalf, within five (5) business days following My Code Media’s notice to Customer of its engagement with the new agent. If Customer sends My Code Media a written objection to the new agent, My Code Media will make commercially reasonable efforts to provide Customer the same level of Service without the using the new agent to Process Customer Personal Information. Nothing in this section prejudices the parties’ rights and obligations under the Agreement.

Information Security

7.1. Controls. My Code Media will maintain administrative, physical and technical safeguards for the protection of the security, confidentiality and integrity of Customer’s Personal Information pursuant to the My Code Media Information Security Policy. My Code Media regularly monitors compliance with these safeguards. My Code Media will not materially decrease the overall security of the Service during the term of the Agreement.

7.2. Policies and Audits.

Customer may audit My Code Media’s compliance with its obligations under this Data Processing Addendum up to once per year (“Data Protection and Security Audit”), provided, however, that any Data Protection and Security Audit is subject to the following cumulative conditions: (i) The Data Protection and Security Audit will be pre-scheduled in writing with My Code Media, at least 60 days in advance; (ii) All Customer personnel who perform the Data Protection and Security Audit, whether employed or contracted by Customer, will execute My Code Media’s standard non-disclosure agreement prior to the initiation of the Data Protection and Security Audit, and a third party auditor will also execute a non-competition undertaking; (iii) Customer will take all necessary measures and verify that the auditors do not access, disclose or compromise the confidentiality and security of non-Customer data on My Code Media’s information and network systems; (iv) Customer will take all measures to prevent any damage or interference with My Code Media and its Affiliates’ information and network systems; (v) Customer will bear all costs and assume responsibility and liability for the Data Protection and Security Audit and for any failures or damage caused as a result thereof; (vi) Customer will keep the Data Protection and Security Audit results in strict confidentiality, will use them solely for the specific purposes of the Data Protection and Security Audit under this section, will not use the results for any other purpose, or share them with any third party, without My Code Media’s prior explicit written confirmation; and (vii) If Customer is required to disclose the Data Protection and Security Audit results to a competent authority, Customer will first provide My Code Media with a prior written notice, explaining the details and necessity of the disclosure, and will provide My Code Media with all necessary assistance to prevent the disclosure thereof.

Security Breach Management and Notification

8.1. Breach prevention and management. My Code Media will maintain security incident management policies and procedures and will, to the extent required by law, promptly notify Customer of any unauthorized access to, acquisition of, or disclosure of Customer Personal Information, by My Code Media or its Affiliates or agents of which My Code Media becomes aware of (a “Security Incident”).

8.2. Remediation. My Code Media will promptly make reasonable efforts to identify and remediate the cause of such a Security Incident.

Deletion and Retention of Personal Information

9.1. Data Deletion. After the end of the provision of the Service, My Code Media will return Customer’s Personal Information to Customer or delete such data, including by de-identifying thereof.

9.2. Data Retention. Notwithstanding, Customer acknowledges and agrees that My Code Media may retain copies of Customer Personal Information as necessary in connection with its routine backup and archiving procedures and to ensure compliance with its legal obligations and its continuing obligations under the applicable law, including to retain data pursuant to legal requirements and to use such data to protect My Code Media, its Affiliates, agents, and any person on their behalf in court and administrative proceedings.

Disclosure to Competent Authorities

My Code Media may disclose Personal Information (a) if required by a subpoena or other judicial or administrative order, stock exchange or if otherwise required by law; or (b) if My Code Media deems the disclosure necessary to protect the safety and rights of any person, or the general public.

Anonymized and Aggregated Data

My Code Media may process data based on extracts of Personal Information on an aggregated and non-identifiable forms, for My Code Media’s legitimate business purposes, including for testing, development, controls, and operations of the Service, and may share and retain such data at My Code Media’s discretion, provided that such data cannot reasonably identify an Individual.

Term

This DPA will commence on the same date that the Agreement are effective and will continue until the Agreement are expired or terminated, pursuant to the terms therein.

Compliance

10.1. My Code Media’s compliance team is responsible to make sure that all relevant My Code Media’s personnel adhere to this DPA.

10.2. My Code Media’s compliance team can be reached at: info@hcodemedia.com

Dispute Resolution

Each Party will create an escalation process and provide a written copy to the other Party within five (5) business days of any dispute arising out of or relating to this DPA. The escalation process will be used to address disputed issues related to the performance of this DPA, including but not limited to technical problems. The Parties agree to communicate regularly about any open issues or process problems that require prompt and accurate resolution as set forth in their respective escalation process documentation. The Parties will attempt in good faith to resolve any dispute arising out of or relating to this DPA, before and as a prior condition for commencing legal proceedings of any kind, first as set forth above in the escalation process and next by negotiation between executives who have authority to settle the controversy and who at a higher level of management than the persons with direct responsibility for administration of this DPA. Any Party may give the other Party written notice of any dispute not resolved in the normal course of business. Within two (2) business days after delivery of the notice, the receiving Party shall submit to the other a written response. The notice and the response will include (a) a statement of each Party’s position and a summary of arguments supporting that position and (b) the name and title of the executive who will represent that Party and of any other person who will accompany the executive. Within five (5) business days after delivery of the disputing Party’s notice, the executives of both Parties shall meet at a mutually acceptable time and place, including telephonically, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute. All reasonable requests for information made by one Party to the other will be honored. All negotiations pursuant to this clause are confidential and will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.

Miscellaneous

11.1. Any alteration or modification of this DPA is not valid unless made in writing and executed by duly authorized personnel of both parties.

11.2. Invalidation of one or more of the provisions under this DPA will not affect the remaining provisions. Invalid provisions will be replaced to the extent possible by those valid provisions which achieve essentially the same objectives.

California Consumer Privacy Act (CCPA) Compliance

For partners who use My Code to engage in interest-based advertising activities on California users, we expect them to comply with the DAA and IAB principles and guidelines which include the following:

- On your site / digital properties, you are be required to include "Do Not Sell My Personal Information" link. When this link is clicked on by the user, it should properly pass the opt-out information to your tech partners, like us.

- Give an "explicit" notice to your readers clearly explaining: 1) their rights under CCPA, 2) what will happen to their data

- Place the U.S. Privacy String as instructed by the IAB framework and be in compliance with the IAB CCPA framework as described at this link: https://www.iab.com/guidelines/ccpa-framework/

- Where a publisher asks My Code to fill an ad for a California user and does not convey an IAB signal or an associated opt-out, My Code will assume that the publisher has properly given notice to the user with choices regarding advertising, consistent with its obligations under CCPA, and the user has not decided to opt-out.