Smartly CTV Terms

These Smartly CTV Terms supplement, and do not replace, the terms and conditions separately agreed to between the parties. Smartly may update these CTV terms to reflect changes to the CTV services or CTV Provider Terms and will provide written notice of any such updates (including via email or through the Smartly platform).

1. Smartly Seat Terms. This Section 1 applies only if Customer uses Smartly’s seat to advertise with a CTV Provider. If Customer uses its own advertising seat, this Section 1 does not apply.

   (A) Invoicing and Billing. Customer will be responsible for all CTV Spend, corresponding Smartly fees, and Platform Fees. If a CTV Provider supports direct    billing, Customer will enable (or permit Smartly to enable on its behalf) direct billing so that the CTV Provider invoices Customer directly for CTV Spend and    Platform Fees, while Smartly separately invoices Customer for Smartly fees. If direct billing is unavailable, Smartly will invoice Customer for CTV Spend,    Platform Fees, and Smartly fees, with all amounts due net 30 days from the invoice date, notwithstanding anything to the contrary in the Agreement. If    Customer fails to timely pay any CTV Spend or Platform Fees when due, Customer acknowledges and agrees that the applicable CTV Provider may pursue    Customer directly for payment of such CTV Spend or Platform Fees.

   (B) CTV Provider Terms. Customer shall comply with CTV Provider Terms as if Customer’s advertising activities were conducted through Customer’s own    seat. The CTV Provider Terms currently in effect are below:

   Amazon: Advertiser Terms: https://advertising.amazon.com/legal/product-terms#aap

   Amazon: Advertiser Audience Agreement: https://advertising.amazon.com/dsp/agreement/advertiserAudience/en

2. CTV Managed Service Terms..This Section 2 applies only if Customer utilizes Smartly’s Managed Service to advertise with a CTV Provider. If Customer does not utilize Managed Services, this Section 2 does not apply.

   (A) Workflow. Before the launch of a CTV campaign, Smartly and Customer will collaboratively complete a Brief specifying campaign goals, targeting    parameters, placement preferences, and other relevant campaign information. Smartly will have no obligation to incur CTV Spend until a Brief is agreed upon    by the parties in writing (email being sufficient). Following approval of a Brief, Smartly will configure and activate the campaign through the applicable CTV    Provider in accordance with the Brief. Customer remains liable for all CTV Spend incurred pursuant to a Brief.

   (B) Miscellaneous Terms. Customer retains sole responsibility for campaign strategy, targeting, advertising content, and compliance with CTV Provider Terms.    Smartly will have no liability for actions taken in connection with Managed Services pursuant to a Customer-approved Brief or Customer’s express written       instructions.

3. Early Access. Early Access Services are provided on an “as is” and “as available” basis. Smartly makes no representations, warranties, service level commitments, or indemnification commitments for Early Access Services, and Smartly’s total aggregate liability arising from or relating to Early Access Services will not exceed $1,000 USD.

4. Definitions. As used herein or in a CTV Addendum, the following terms have the following meanings:

“Brief” means a form delivered by Smartly to Customer which specifies campaign goals, targeting parameters, placement preferences, and other relevant campaign information

“CTV” means connected television.

“CTV Provider” means demand-side platforms and related advertising technology providers.

“CTV Provider Terms” means the advertiser terms and policies imposed by CTV Providers.

“CTV Spend” means Customer’s spend on advertising delivered through a CTV Provider to internet-connected television devices, including smart TVs, streaming devices, gaming consoles, and similar devices. For clarity, CTV Spend is separate from Advertising Spend (as defined in the Agreement), and does not count toward any aggregate minimum fees or spend commitments in the Agreement.

“Early Access” means CTV services designated by Smartly as alpha, beta, early access, or similar.

“Platform Fees” means fees imposed by CTV Providers in connection with Customer’s advertising activities, including platform fees, audience fees, and similar charges. Platform Fees are separate from, and do not include, CTV Spend or Smartly fees.