Term of service

Last update time: 2018.05.04

To make full use of the advantages of their businesses, both parties, for the purpose of enhancing the service level in their respective business fields and to promote the professional division of work of the Internet Alliance industry chain, based on the principles of equality, voluntariness and mutual benefit, have reached the following agreement through friendly negotiation and shall abide by the agreement.

Ⅰ. Service Definition and Explanation

Unless agreed separately under this agreement, the specific definitions of the following words are as follows:

1. Software Development Kit (SDK):Refers to the proprietary program developed by Party A and provided to the program developer (company, team or individual) and will be inserted in the program interface under development by the program developer, so as to lead the advertising provided by Party A to the client.

2. Page View(PV):Refers to unspecific users’ login on the program designated by both parties through end, and the number of the valid impression of the advertising provided by Party A.

3. Cost per mile(CPM): When unspecific users login on the program designated by both parties through end, as long as the advertising provided by Party A is displayed, it shall be counted as a valid cost. 

4. Cost per click(CPC):When unspecific users login on the program designated by both parties through end, not only the advertising provided by Party A should be displayed, but the users also need to click on the advertising, which shall be counted as a valid CPC.

5. Cost per Action(CPA): When unspecific users login on the program designated by both parties through end, not only the advertising provided by Party A shall be displayed, but the users also need to click on the advertising and place an order for the product or service promoted by the advertising, which shall be counted as the valid cost. The definition of the above mentioned “place an order” should be in accordance with the advertising contract or other similar documents between Party A and its advertisers.

Ⅱ. Cooperation Contents

1.Cooperation targets: Both parties have reached the agreement of strategic cooperation. Both parties integrate their respective resources and technological advantages and provide a variety of free application products and information services for domestic mobile users, so as to enhance the brand value of each party and take the industry leading position.

2. Cooperation methods: Party B warrants to use the mobile information services provided by Party A in the application / game developed by Party B (including but not limited to banner, points wall services, interstitial, video, rich media, pop up, targeting advertising, etc.) according to the agreement. Party A warrants to send mobile information such as the advertising from Party A’s clients in Party B’s application / game and make the settlement with Party B according to the agreement.

3.Party B’s application / game verification standards: The application and game provided by Party B under this agreement should meet the verification standards of Party A.

Ⅲ. Cooperation Valid Period

The valid period of the cooperation between both parties is from _____ to _____. Upon the expiration of the cooperation under this agreement, if further cooperation is needed, both parties shall negotiate and sign a new agreement upon expiration of the agreement.

Ⅳ. Service Fee and Settlement

1.Revenue Confirmation

1.1 Party A and Party B shall make the settlement according to Party A’s official backend system data. The settlement model should be in【CPM】.

1.2 During the cooperation, Party A provides Party B with a query platform for Party B to check and verify the relevant data. The data provided by the query platform shall only be used for the verification of the information service fee between both parties. Without the prior written consent by Party A, Party B shall not disclose the data to any third party or use the data for any other purpose. 

2.Payment Terms

2.1 Settlement Qualification

1- Under the condition of the nonterminal of the contract,Party A will pay Party B the amounts properly due and payable within thirty (30) days following the end of the applicable month in which it is earned; provided that, such amounts exceed two hundred and fifty dollars (USD) ($250). If the amounts properly due and payable are less than two hundred and fifty dollars (USD) ($250), then Party A will pay Party B the following month; provided that, such amounts exceed two hundred and fifty dollars (USD) ($250).

2- Party B shall issue the complete and correct invoice to Party A. 

2.2Settlement Process

From the 6th to the 11th of each month,Party B shall log in the Party A’s official backend system and upload the invoice and send the withdrawal application to Party A according to the valid data about the payment information from Party A's platform regarding its【USD】revenue. After Party A approves and confirms that Party B is qualified to carry out the settlement, Party A shall pay Party B.

2.3Party A shall make the payment regarding the above-mentioned fee to Party B according to Party B’s account information:

Beneficiary Name:  

Beneficiary Bank: 

Bank Account:  

Swift Code: 

Bank Address: 

2.4Unless otherwise agreed, PARTY B is solely responsible for the wire transfer, and exchange rates (if applicable).

Ⅴ. Party A’s Rights and Obligations

1. Party A shall ensure that the mobile information provided according to the agreement does not violate the relevant policies, regulations, decrees of the country and does not infringe upon the legitimate rights and interests of the third party. Party A shall bear the legal consequences caused by the above-mentioned violation independently, and compensate for all direct losses caused by Party A to Party B and other users.

2. Party A provides Party B with the necessary resources and information required to access the mobile client information, including but not limited to SDK source program, detailed instructions and tutorials of SDK insertion, back end system account information, customer service contact information and so on. Party A shall have the right to make requests and suggestions on the way Party B inserts its SDK, and shall have the right to refuse Party B's applications and / or games that illegally use Party A's SDK.

3. Party A shall be responsible for the operation and management of the relevant systems provided by Party A in this cooperation. Party A shall ensure the efficient operation of the information service, ensure the technical stability of the information system and shall be responsible for providing customer service support for the information system.

4. Party A guarantees that its mobile information services provided under this agreement does not include malicious subscription and charging traps, otherwise Party A shall be liable for compensating for Party B's losses arising therefrom.

5. Party A guarantees that all statistical data provided to Party B is authentic, valid and complete, otherwise Party A shall compensate Party B for all direct economic losses arising therefrom.

6.Without the prior written consent or email confirmation from Party B, Party A shall not transfer the cooperation contents and operation data involved in the cooperation between both Parties to any third party, and shall not make use of the function and information provided by Party B to engage in any business activity irrelevant to the cooperation under the agreement. Party A shall compensate Party B for all direct economic losses arising therefrom if Party A violates the provisions of this article, except that such transferring is for the purpose of performing this agreement or if it is specified in the agreement.

Ⅵ. Party B’s Rights and Obligations

1. Considering this cooperation involves a large number of Party A's clients as well as client data, Party B shall not disclose to any third party about operating data in this cooperation, and shall not have any conduct which would damage or do harm to the business relationship between Party A and its clients. If Party B violates this article, Party B shall compensate Party A for all losses arising therefrom. For the sake of clarification, if the above-mentioned conducts under this article carried out by Party B's employees or agents, it shall also be regarded as Party B's breach of the agreement (no matter if it is under Party B's instructions or not).

2. Party B warrants that the mobile phone application and / or game products provided to Party A do not violate any applicable laws, regulations or other regulatory documents, do not contain any insult or slander, and shall not infringe the legitimate rights and interests of any third party (including but not limited to intellectual property right, personal right, right of honor, portrait right and privacy right, etc.), otherwise Party B shall take full responsibility for all legal consequences arising therefrom. 

3.Upon the signing of this agreement, before providing the cooperative publishers / channels to Party A for the services under the agreement, Party B shall be obliged to perform safety inspections on such cooperative publishers / channels (including any updates and upgrades during the period of cooperation). Any conduct such as malicious fee deduction, privacy invasion, remote control, malicious propagation, expenses consumption, system disruption, deception and so on, and any applications / games and site that contain contents prohibited by laws and regulations, shall not be included in the services provided to Party A in accordance with this agreement. If it is found out in the future that the above-mentioned conduct or content exists in the cooperative publishers / channels provided to Party A, Party B shall immediately terminate its cooperation with such publishers / channels and shall immediately notify Party A. Party B shall be responsible to bear all the consequences arising from Party B's breach of this agreement, and Party A shall have the right to further investigate Party B's liability.

4. Party A shall guarantee the information plugin provided to Party B and shall not charge users for any fee or contain other conducts that violate the law, otherwise Party B shall have the right to require Party A to correct immediately and suspend the services in the meantime. If Party A refuses to correct, Party B shall have the right to terminate the services and shall have the right to investigate Party A's liability to compensate for the losses arising therefrom.

5. Party B shall be responsible for the technical maintenance of its application / game products and guarantee the stability of the mobile client products or services. Party B shall ensure that the content of Party A 's information can be displayed, clicked and opened. During the valid period of this agreement, Party B shall not cease publication of Party A 's information without the consent of Party A, except the suspension of publication by Party B due to Party A 's breach of the agreement. If Party B violates the provision of this article, it shall compensate Party A for all the losses (including but not limited to Party A's advertisers' claim for compensation for losses against Party A).

6. Party B shall not increase the profits by cheating. If Party B has any act of cheating, it shall be dealt with in accordance with Article 4, Clause Ⅷ under this agreement.

7.During the cooperation, Party B should display the icon or add the link at the spot of cooperative partners of its own official website and / or its user service website, and cooperate with Party A actively for its promotion.

Ⅶ. Intellectual Property Rights and Confidentiality Terms

1. Party A and Party B shall fully respect and protect mutual intellectual property rights involved in this contract, and promise to fully respect and protect the intellectual property rights of the third party involved while fulfilling the contract. There should be no flaws in the intellectual property rights of the related contents and products provided for this cooperation by each party. Otherwise, Party A and Party B should bear the responsibility and loss of the consequences on their own caused by the contents and products provided.

2. During the cooperation between both parties, if there is any intellectual property right dispute with the third party caused by the contents of the cooperation, both parties are obliged to inform each other timely. The party that provides or makes the relevant contents causing intellectual property right dispute shall be responsible for coordinating with the third party in time to deal with the dispute, and shall be liable for its own conduct. The party coordinating with the third party shall timely provide a written statement of the handling and related issues to the other party. 

3. Party A and Party B shall treat all non-public and commercially sensitive information such as technology, finance and trade secrets as confidential information and bear the obligation of confidentiality. Party A and Party B shall not, without the prior consent of the other party, disclose any confidential information of the other party to any third party or make use of the confidential information for any purpose irrelevant to the cooperation under this agreement or use the information by improper means which would do harm to the other party's interests, except the compulsory use or disclosure required by the applicable laws or legally binding orders, or the governmental, judicial authorities with jurisdiction. (But the scope of such use or disclosure is limited to the requirement by applicable laws and regulations or by governmental or judicial authorities with jurisdiction.). 

4. Confidential information does not include: 

(A) Information or data that is known to the public

(B) Information or data that the parties have legally acquired through legitimate means, and both parties do not have any obligation of confidentiality for it.

5. Party A and Party B are obliged to perform the confidentiality obligations under this agreement, and shall not disclose the confidential information to the third party by any means for any reason (except that the shareholders, directors and employees of Party A and Party B, as well as the agents and consultants hired by both parties, learn from Party A and Party B about this agreement so as to perform their respective duties). Otherwise, Party A and Party B have the right to require the other party to compensate for their loss and investigate the other party’s legal responsibility.

6. The above-mentioned contents of the intellectual property rights and confidentiality obligations shall not be invalid due to the invalidity, earlier termination, cancellation or inapplicability of the agreement.

Ⅷ. Responsibility for Breach of Agreement

1. If any party fails to fully and timely perform any of its obligations under this agreement, it shall be deemed as the breach of the agreement and the breaching party shall bear the liability for breaching the agreement. If any loss is caused to the other party, the breaching party shall compensate the other party for all direct economic losses.

2. Except that Party B does not perform the agreement or breaches the terms under this agreement, if Party A does not pay for the information service fee in full, timely  in accordance to the agreement, and the payment exceeds 【30】days of overdue, Party B shall have the right to suspend the relevant information services under this agreement and send the written payment reminder to Party A. If Party A continues to refuse to make the payment or defers payment over 【10】days, Party B shall have the right to terminate the agreement. 

3. If Party B fails to perform the agreement or violates the terms of the agreement, Party A shall have the right to suspend the relevant agreed information interface and suspend the settlement with Party B.

4. If Party B has any behavior of cheating, the forms of cheating including but not limited to, malicious automated clicks, inducing users to click, generating fake traffic and so on; such as hiring or abetting other people to click on advertising repeatedly, downloading the advertising through the mobile store and preloaded channels for users; downloading through emulator or bot;  simulating clicks, download or activation through technical means; changing the advertising information display forms through technical means (such as the clickable operation of banner and interstitial ads); modifying the device information artificially to fake traffic, cracking SDK to send virtual information to fake sale; the applications/ games of Party B possessing a large number of duplicate data, malicious click data and other serious cheating data; applications / games of Party B using a variety of ways to set ads to automatically click to jump or download; the click data of Party B which is not generated by real devices, but through malicious cheating act by using technology to simulate the click, et cetera. This shall be deemed as a serious breach of contract by Party B, Party A shall have the right to view the profits Party B gains from cheating as invalid and shall not be included in the settlement, or directly deduct the service fee of the month which should be paid to Party B. If Party A believes that Party B's cheating belongs to serious wrongdoing, Party A may terminate the agreement unilaterally, without making the settlement regarding all the profits gained by Party B, and shall have the right to further investigate Party B's liability for breach of the agreement. If the third-party claims for compensation against Party A due to Party B's cheating, Party A shall have the right to recourse against Party B, or deduct directly from Party B's information service fee.

Ⅸ. Force Majeure 

1.“Force Majeure” refers to objective event which is unforeseen and unavoidable or otherwise beyond the control of both parties and that the event prevents one or both parties from fulfilling part or all of their obligations under the contract. Such event includes but not limits to government act (Except for administrative or criminal penalties resulting from the violation of the law by one party), natural disasters, war, network congestion or interruption which is not caused by one party, hacker attack, or any other similar events.

2. If one or both parties fail to fulfill their obligations or delay performing part or all of their obligations under the contract as a result of the above-mentioned Force Majeure events, both parties do not bear the responsibility of breach of the contract. If Force Majeure occurs after one party has delayed in performance, the liability shall not be exempted.

Ⅹ. Dispute Resolution and Other Issues

1. Any dispute arising from or about this agreement shall be solved by both parties through friendly negotiation. If both parties cannot solve the dispute through negotiation within 【20】days, any party has the right to file a lawsuit to the court at the domicile of Party A.

2. The formation, execution and explanation of this agreement and the settlement of the disputes shall be governed by the laws of Hong Kong Special Administrative Region of the People's Republic of China. 

3. Any matter that is not mentioned herein may be solved by further negotiation between both parties.

4. This agreement may be executed and delivered in counterparts, (which may be exchanged by email, PDF, and/or facsimile), each of which shall be deemed an original. Such facsimile or electronic execution and delivery of an original document with original signatures.


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“), AdView Technology 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 AdView Technology on behalf of Customer as part of the Services.

 

DEFINITIONS

2.1.        “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.

2.2.        “AdView Technology” means SHANGYOUJIA TECHNOLOGY (HK) LIMITED and its Affiliates.

2.3.        “AdView Technology 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 AdView Technology upon request.

 

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

 

2.5.        “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 AdView Technology Processes under the terms of the Agreement.

 

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

 

2.7.        “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.

 

2.8.        “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.

 

2.9.        “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.

 

2.10.     “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

3.1.        Scope and Roles. This DPA applies when Personal Information is Processed by AdView Technology as part of AdView Technology’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 AdView Technology processes for Customer under the Agreement, Customer is the Data Controller and AdView Technology and applicable Affiliates are the Data Processor under such laws and regulations.

3.2.        Instructions for AdView Technology’s Processing of Personal Information. AdView Technology will only Process Personal Information on behalf of and in accordance with Customer’s instructions. Customer instructs AdView Technology 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 AdView Technology’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 AdView Technology and Customer on additional instructions for processing, including agreement on any additional fees Customer will pay to AdView Technology for carrying out such instructions.

 

NOTICE AND CONSENT

4.1.        Customer undertakes to provide all necessary notices to Individuals and receive all necessary permissions and consents, as necessary for AdView Technology 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.

 

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

 

RIGHTS OF INDIVIDUALS

5.1.        Requests. AdView Technology will, to the extent legally permitted, promptly notify Customer if AdView Technology 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.

 

5.2.        Assistance. AdView Technology 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 AdView Technology with any costs and expenses related to AdView Technology’s provision of such assistance.

 

5.3.        Customer undertakes to direct individuals who wish to revoke their consent or to exercise their right to be forgotten to AdView Technology’s opt-out feature at: Privacy@adview.com

 

ASSISTANCE IN COMPLIANCE

At Customer’s written request, AdView Technology 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, considering the nature of processing and the information available to AdView Technology.

 

ADVIEW TECHNOLOGY PERSONNEL

7.1.        Limitation of Access. AdView Technology will ensure that AdView Technology’s access to Personal Information is limited to those personnel who require such access to perform the Agreement or provide its services.

 

7.2.        Confidentiality. AdView Technology 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. AdView Technology 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. AdView Technology will ensure that such confidentiality agreements survive the termination of the employment or engagement of its personnel.

 

AFFILIATES AND THIRD-PARTY SERVICE PROVIDERS

8.1.        Affiliates. Some or all of AdView Technology’s obligations under the Agreement may be performed by AdView Technology Affiliates.

 

8.2.        Agents. Customer acknowledges and agrees that AdView Technology and AdView Technology’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 AdView Technology transfers Personal Information to provide the Service on behalf of Customer have entered into written agreements with AdView Technology or such other binding instruments that bind them by substantially the same material obligations under this DPA.

 

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

 

8.4.        Objection. To ensure compliance with applicable Privacy Laws and Regulation, Customer may object to any engagement by AdView Technology with a new agent to Process Customer Personal Information on Customer’s behalf, within five (5) business days following AdView Technology’s notice to Customer of its engagement with the new agent. If Customer sends AdView Technology a written objection to the new agent, AdView Technology 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.

 

ONWARD AND TRANS-BORDER TRANSFER

9.1.        Transfer of Personal Information related to Individuals within the EU to AdView Technology’s data hosting services in the US is made in accordance with such hosting services’ self-certification with the Privacy Shield.

9.2.        All AdView Technology Affiliates and agents to whom AdView Technology transfers Personal Information to provide the Service are certified to the Privacy Shield, or provide at least the same level of protection for the Personal Information as is required by the relevant principles of the Privacy Shield and comply with the requirements under the Privacy Shield for the onward transfer of Personal Information to agents, or have executed such other lawful instruments for lawfully transferring Personal Information related to Individuals within the EU to other territories, such as by executing the Standard Contractual Clauses in the form attached and incorporated by reference to this DPA as Exhibit A, or any successor thereof or an alternative lawful data transfer mechanism, or alternatively the Personal Information is transferred to a country with an adequacy recognition by the EU Commission.

 

INFORMATION SECURITY

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

 

10.2.     Policies and Audits.

 

Customer may audit AdView Technology’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 AdView Technology, 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 AdView Technology’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 AdView Technology’s information and network systems; (iv) Customer will take all measures to prevent any damage or interference with AdView Technology 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 AdView Technology’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 AdView Technology with a prior written notice, explaining the details and necessity of the disclosure, and will provide AdView Technology with all necessary assistance to prevent the disclosure thereof.

 

SECURITY BREACH MANAGEMENT AND NOTIFICATION

11.1.     Breach prevention and management. AdView Technology 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 AdView Technology or its Affiliates or agents of which AdView Technology becomes aware of (a “Security Incident”).

 

11.2.     Remediation. AdView Technology will promptly make reasonable efforts to identify and remediate the cause of such a Security Incident.

 

DELETION AND RETENTION OF PERSONAL INFORMATION

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

 

12.2.     Data Retention. Notwithstanding, Customer acknowledges and agrees that AdView Technology 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 AdView Technology, its Affiliates, agents, and any person on their behalf in court and administrative proceedings.

 

DISCLOSURE TO COMPETENT AUTHORITIES

AdView Technology 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 AdView Technology deems the disclosure necessary to protect the safety and rights of any person, or the general public.

 

ANONYMIZED AND AGGREGATED DATA

AdView Technology may process data based on extracts of Personal Information on an aggregated and non-identifiable forms, for AdView Technology’s legitimate business purposes, including for testing, development, controls, and operations of the Service, and may share and retain such data at AdView Technology’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

16.1.     AdView Technology’s compliance team is responsible to make sure that all relevant AdView Technology’s personnel adhere to this DPA.

 

16.2.     AdView Technology’s compliance team can be reached at: privacy@adview.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

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

 

18.2.     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.