THIS SERVICES AGREEMENT (this “Agreement”) is dated as of registration of the respective Customer (the “Launch Date”),

BETWEEN:

MOX Sp. z o.o., (the, “MOX”, “We”, “SSP” etc.) as an advertising network that provide Services for products monetization and promotion, connecting publishers and advertisers through our Supply-Side Platform (“SSP platform”) - ssp.mox.tv

AND:

You (the, “Customer”, “You”, “Yours”, etc.) as a Partner which described into attachment, which regulates our partnership and as a business that is seeking an agency and platform to perform advertising and marketing consultancy, media and media markets analysis, media campaign planning, media time buying, and media management services

WHEREAS, MOX has offered its Services through ssp.mox.tv web site (the, “Site”, “Program”, “Platform”), and You has chosen to hire MOX to perform these Services,

NOW, agree as follows:

1. DESCRIPTION

1.1. MOX hereby provides to Customer the right to use and access its own proprietary Supply-Side Platform (“SSP platform”) and will provide its application and consulting Services to Customer, pursuant to written attachments upon which the parties may agree from time to time (each, an “Attachment”). Each Attachment will incorporate the terms of this Agreement by reference. As such, any reference to “Attachment” herein will be deemed to include the provisions of this Agreement. Each Attachment will also describe the Services to be provided. In such case, all references to “Customer” hereunder will be deemed references to the applicable Affiliate for purposes of such Attachment. Each party hereby consents to use of this Agreement as described above without further acknowledgement or approval. MOX hereby reserves all rights in and to the MOX Services that are not expressly granted to Customer pursuant to the applicable Attachment

1.2. Term and Termination.

1.2.1. The term of this Agreement will commence as of the Effective Date and will automatically terminate upon termination of all Attachments. The term of the Agreement is one (1) year if the Agreement is not terminated by one or other side, it automatically prolonged for the same period. The term of each Attachment is the same set forth in Agreement (unless otherwise specified in Attachment).

1.2.2. Either party may terminate an Agreement for cause or if the other party commits a material breach of Afreement or Attachment that remains uncured after the expiration of 30 days’ written notice specifying the basis for the breach. Either party may terminate Agreement and any Attachment immediately if the other party:

becomes insolvent or makes a general assignment for the benefit of creditors;
suffers or permits the appointment of a conservator or receiver for its business or assets or any similar action by a governmental entity for the purpose of assuming operation or control of the party due to the financial condition of the party;
becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, and such proceeding or action has not been dismissed within a 60 day period;
has wound up or liquidated its business, voluntarily or otherwise.

1.2.3. Upon termination of an Agreement or Attachment:

Customer’s rights for access to SSP will terminate;
MOX will cease providing the applicable Services;
each party will return or destroy any of the other party’s Confidential Information then in its possession.

2. SERVICES

2.1 Engagement of Services.

Through SSP MOX provides the following services (collectively the “Services”):

customize and implement an online advertising exchange;
host the exchange;
provide Maintenance Services;
provide customization and support services (as necessary)
provide possibility to load tags for zones,
provide the ability to select categories;
provide the statistics on paid shows, CPM, Revenue.

2.2 Use of MOX Services.

Customer agrees that it will not transfer or (unless expressly and specifically approved by MOX in advance and in writing) allow third-party access to any Services. To the extent such access is so permitted, Customer will be responsible hereunder for the acts and omissions of the applicable third party in connection with such access. Customer will not modify, translate, alter, tamper with, repair, or otherwise create derivative works of any software included in any Service; reverse engineer, disassemble, or decompile any Software or Service or apply any other process or procedure to derive the source code of any software included in any Service; or resell, transfer, assign, or use as a service bureau any Service. Customer is responsible for maintaining the confidentiality of its users’ passwords and usernames and will promptly notify MOX in writing of any unauthorized use of its account or any other breach of security that is known or suspected by Customer. Customer will ensure that each Web site, device, or application for which the Service is engaged (each a “Site”) contains or is linked to a privacy policy that governs its data collection and use practices. Customer has and will maintain all consents that are required to allow MOX to provide the Services to Customer as set forth in the applicable Attachment, including without limitation to send to MOX the information that MOX collects, uses, and stores pursuant to such Attachment (the “Data”). Customer is responsible for all content or materials (including without limitation all intellectual property rights therein) transmitting to and from each Site (the “Content”).

3. FEES AND PAYMENTS.

Customer agrees to pay to MOX the fees for the MOX Services as set forth in each Attachment. MOX send all invoices to Customer at the following email address(es) described into Attachment unless Customer requests another address in writing. All fees will be denominated and paid in USD, unless otherwise noted into Attachment. Customer is responsible for and agrees to pay any taxes that apply to the provision and/or use of the Services (except for taxes based on MOX's net income, which MOX will pay). If MOX has any legal obligation to pay or collect taxes for which Customer is responsible under this section, the actual amount will be invoiced to and paid by Customer. All payments are due upon Customer’s receipt of invoice. Except as stated otherwise herein into Attachment, all payments under this Agreement will be based upon SSP’s measurements, fixed into Customer account.Payments will be made solely on the basis of statistics of SSP MOX panel, unless otherwise provided by additional Attachments. SSP will issue invoices to Customer each month based on SSP’s reported delivery data and Customer agrees to pay SSP’s invoices within thirty (30) days of receipt (unless otherwise regulated in Attachment). If MOX has not received any payment within 30 days following Customer’s receipt of invoice, then MOX suspend the provision of the applicable Services to Customer upon no less than 5 days’ prior notice until payment is made. Any suspension of Services as provided by this section will not relieve Customer from its obligation to pay all amounts due. The parties further agree to work together in good faith to reconcile any accounting discrepancies.

4. REPRESENTATIONS, WARRANTIES & COVENANTS

4.1 SSP Representations, Warranties & Covenants.

SSP further represents, warrants and covenants throughout the Term that:

it will use commercially reasonable efforts to provide the Services in a timely manner, using all reasonable skill and care, in accordance with prevailing industry standards;
it will perform the Services and, as of the Acceptance Date, the Exchange will perform, in substantial accordance with the specifications, terms and performance standards set forth herein;
neither the Services nor the Exchange will infringe upon any Intellectual Property Rights of any third party and SSP is the owner or licensee of all Intellectual Property Rights in the SSP;
It will use commercially reasonable efforts to contractually require each of its registered websites to post on such website a privacy policy that is in compliance with all applicable laws and the NAI an/or DAA as applicable to the medium of the inventory and adhere to such privacy policies; and
the SSP registered websites’ are not owned and operated by the SSP. SSP implores the utmost and stringent policies regarding registered website original content. All SSP registered websites original content will not:
contain, promote or have links to any sexually explicit materials, obscene language, hate material, defamatory materials, materials promoting violence, the use of firearms or discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or family status, or any other materials;
promote any illegal activities, deceptive practices, violations or infringements of the Intellectual Property Rights of others;
be personal web pages, FREE hosted pages (Geocities, Xoom, Tripod, Talk City, etc.), blank pages with no content, or pages that only contain advertisements. If SSP introduces non-English language pages in the future, SSP shall reasonable advance notice of such implementation;
promote activities generally understood as Internet abuse, including but not limited to, the sending of unsolicited bulk electronic mail or the use of Spyware Programs (and SSP further agrees that it shall not engage in any form of fraudulent traffic generating methods including: robots, spiders, auto-spawning browsers, auto reloading, meta refreshes or any other form of fraudulent and artificial traffic); or
be advertised or promoted by SSP through the use of unsolicited bulk email, or to the best of its knowledge allow Websites’ members or customers to engage in similar activities through the Website, including any activities expressly or implicitly prohibited by this Agreement.
Automated redirects users to another web sites.

4.2 Customer Representations, Warranties & Covenants. Customer further represents, warrants and covenants throughout the Term that:

it will not use any device, software or routine to interfere with the proper working of the Exchange;
its use of the Exchange shall at all times be in accordance with the Functional Specifications and such other reasonable instructions as may be communicated by SSP from time to time;
Customer will not infringe upon any Intellectual Property Rights of any third party and SSP is the owner or licensee of all Intellectual Property Rights;
it will not (and will not allow any third party to): (i) copy or duplicate the Exchange , the SSP or Services; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Exchange or the SSP; (iii) modify (except as permitted under this Agreement), translate, or create derivative works based on the Exchange or the SSP; (iv) rent, lease, distribute, sublicense, resell, pledge, assign, or otherwise transfer or encumber rights to the Exchange; or (v) remove or otherwise alter any proprietary notices or labels from the Exchange or any portion thereof;
it will use commercially reasonable efforts to enforce the payment obligations of Clients connected with the deliverables; and
it will use commercially reasonable efforts to ensure that the Advertising Materials do not include:

Any illegal or unlawful goods or services or that encourage, promote, facilitate, or instruct others to engage in illegal activity.
Pornography and adult content of any sort including and not limited to pre-adult content featuring individuals under the age of 18 Years.
Escort services, bride catalogs of any sort, and any type of payment for sexual or romantic services.
Stored value cards and tokens including but not limited to virtual credit and payment cards. Virtual payment tokens and gift cards that are sold for less than face value.
Resellers – if you are a reseller of a product or service you must obtain the appropriate reseller certificate or permission.
Any product or service enabling consumers to circumvent locks, programming codes or security features, or geographic or IP-based restrictions, including through usage of VPN, proxy or anonymous user facilities, or to gain access to features, services, media or content for which the user has not expressly paid or been authorized to access, including mobile phone and mobile device access. Replica and name brand "knock off" products. Stolen property. Recalled products. Satellite signal decoding products, cards and card programming.
Items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction.
Physical/tangible products unless they are intended to supplement digital goods (i.e. CD's). Especially any product that presents a risk to consumers’ safety including and not limited to any kind of weapons, ammunition, hazardous materials, combustibles, corrosives, alcoholic beverages, tobacco products, smoking mixtures or tobacco substitutes, pharmaceutical products, Illegal drugs & drug paraphernalia, prescription drugs or devices, controlled substances, unapproved drugs, unapproved medical devices, live animals, human body parts, fluids, and remains. Excluding countries, where promotion of listed above goods is legal.
Pyramid or ponzi schemes, matrix programs, or certain multi-level marketing programs.
Malware and including but not limited to computer viruses, worms, exploits, trojan horses, spyware, dishonest adware, crimeware, unauthorized rootkits, and other malicious and unwanted software.
Software or applications that are designed to track or record a third party's movements, computer use, mobile device use or network behavior, record key clicks and/or logins, and are designed to do so without such party's explicit written consent.
Sites that promote hatred, racism, religious persecution or contain offensive content. In case if Advertiser is promoting prohibited content, goods or services, his account will be blocked by MOX without possibility to make the refund of account balance.

5. INTELLECTUAL PROPERTY

MOX reserves all right, title and interest, and all intellectual property rights embodied in Services on SSP. If Customer requests an offers customization, modification or other specific programming to change or improve services, exchange or SSP (collectively referred to as "Modifications"), Customer agrees that all intellectual property rights in or on all such modifications and or all relevant functional characteristics of these appointed SSP and MOX are the exclusive property.

6. CONFIDENTIALITY

6.1 Definition.

As used in this Agreement, the term “Confidential Information” of the party disclosing such information shall refer to:

such party’s trade secrets, business plans, strategies, methods and/or practices;
such party’s software, tools, trade secrets, know-how, designs, technical information, proprietary methodologies, computer systems architecture and network configurations;
any other information relating to such party that is not generally known to the public, including information about its personnel, products, customers, financial information, marketing and pricing strategies, services or future business plans; and
any other information which, from all the relevant circumstances, should reasonably be assumed to be confidential and proprietary.

6.2 Obligations.

Each party agrees that it will not disclose any Confidential Information of the other party to any third-party, and that it will not use Confidential Information for any purpose not permitted under this Agreement. Each party will protect the Confidential Information of the other party in the same manner that it protects its own confidential and proprietary information, but in no event shall such protection be less than a reasonable standard of care. This Article supplements and does not supersede any existing non-disclosure or confidentiality agreements between the parties. MOX will have no right to use title, or interest in or to the Data, except Customer hereby agrees that MOX may:

collect, use, and store the Data in connection with its provision of Services and enforcement of its rights as described in the applicable Attachment;
use the Data to improve the Services;
compile aggregated statistics including the Data along with data of other customers for internal or marketing purposes (provided that no such use will include any information that can identify Customer or its customers). Customer reserves all of its rights in and to the Data that are not granted to pursuant to the applicable Attachment.

6.3 Exceptions.

The foregoing obligations shall not apply to the extent Confidential Information of a disclosing party:

must be disclosed by the receiving party to comply with any requirement of law or order of a court or administrative body including any applicable stock exchange (provided that each party agrees to the extent legally permissible to notify the other party upon the issuance of any such order, and to cooperate in its efforts to convince the court or administrative body to restrict disclosure); or
is known to or in the possession of the receiving party prior to the disclosure of such Confidential Information by the disclosing party, as evidenced by the receiving party’s written records; or
is known or generally available to the public through no act or omission of the receiving party; or
is made available free of any legal restriction to the receiving party by a third party; or
is independently developed by the receiving party without use of any Confidential Information.

7. GENERAL WARRANTIES; LIMITATIONS OF LIABILITY

7.1 Customer hereby represents and warrants that:

it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation;
it has the organizational right and authority to enter into and perform its obligations under the applicable Attachment; and
each Attachment, when executed and delivered, will constitute a valid and binding obligation of such party and will be enforceable against such party in accordance with its terms.

7.2 MOX hereby warrants that during the term of the applicable Attachment, the Services will be provided in all material respects in accordance with its documentation and the specifications set forth in the applicable Attachment and otherwise be performed in a manner consistent with generally accepted industry standards.

7.3 All MOX Services are provided on an "as is" without warranty of any kind. EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED.

7.4 Indirect Damages. MOX NEITHER MAY BE HELD LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF GOOD WILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, LOSS OF CONTENT OR DATA, COST OF COVER, OR INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT. The provisions of this section will apply notwithstanding any provision of any Attachment to the contrary and regardless of the form of the claim or cause of action.

Besides:

MOX shall have no obligation to deliver a specific number of Bid Requests to Customer; MOX reserves the right to change any of the auction rules by providing Customer prompt written notice sent via email; MOX and/or Customer reserves the right to set up Floor Prices under which Customerses’ Bids will not be accepted.

8. GENERAL

This Agreement shall be construed and governed by the law of the Poland (PL). Each Attachment is governed in all respects by the laws of the Poland. You expressly consent to the exclusive venue and personal jurisdiction of the courts in and of the Poland (PL) for any actions arising from or relating to this Agreement or your use of our service.

Neither party will be liable under an Attachment by reason of any damages, failure or delays in the performance of its obligations under such Attachment (except for the payment of money) on account of any cause beyond the reasonable control of such party, such as fire, explosion, power failures, pest damage, lightning or power surges, strikes or labor disputes, water, acts of God, war, civil disturbances, terrorism, acts of civil or military authorities, inability to secure raw materials, transportation facilities, fuel or energy shortages, performance or availability of communications services or networks and network facilities, failures of any suppliers or service providers, or other causes beyond the party’s reasonable control.

Each Attachment completely and exclusively states the agreement of the parties regarding its subject matter. Each Attachment supersedes, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding its subject matter. Neither this Agreement nor any Attachment will be modified except by a subsequently dated writing signed on behalf of each party by its duly authorized representatives, and any provision on a purchase order purporting to supplement or vary the provisions of this Agreement or an Attachment will be void. To the extent there is a conflict between the terms of this Agreement and an Attachment, the terms of this Agreement will prevail. Each Attachment is intended for the sole and exclusive benefit of the parties hereto, is not intended to confer any rights or benefits on any third party, and only the parties may enforce such Attachment. This Agreement and each Attachment may be executed in two or more counterparts, each of which when so executed will be deemed to be an original and both of which when taken together will constitute one and the same agreement. Fax or electronically scanned copies of such executed documents may be used in lieu of the originals for any purpose. The parties consent to use a third party service for purposes of electronically signing the Agreement and agree to be bound by electronic signature.

DEFINITIONS

SSP is a supply side platform that enables for Customers (publishers and advertisers) to “plug into” exchange and to make their inventory available for the purpose of delivering an advertisement
“Effective Date” means the date of adoption by Customer terms of this Agreement or in the absence of its signature, the date when the Customer set up an Customer Account with MOX.
“Customer” – means the Company, Direct publisher, Advertiser or Physical Person, that has decided to enter into this Agreement and that has decided to assign MOX to provide online advertising services in accordance with the provisions of this Agreement.
“Advertising Inventory” means the worldwide geo-targeted advertising space available on each Website, including the deliverables.
“Worldwide geo-targeted advertising space” means all advertising on the Websites viewed by visitors located anywhere in the world.
“Advertising Materials” means artwork, copy, or active URLs for advertisements, and the tags therefor
“API” means SSP’s application programming interface, and its related tools and information, which will interact with the Customer.
“Bid” means a response to a Bid Request, submitted to the SSP by a Customer through the API, based on the Bid Data, that will be entered into the auction that is completed for the applicable deliverable.
“Bid Data” means a Customer’s own data and information, including the Advertising Materials and the Customer’s CPM-based bid price for any particular Deliverable.
“Bid Request” means any request sent through the SSP for bids on a Deliverable. Each Bid Request shall include certain parameters, consistent with SSP’s management of the Exchange’s user interface, which may or may not be aligned with any Customers’s Bid Data.
“Intellectual Property Rights” means (a) any and all proprietary rights provided under, (i) patent law, (ii) copyright law, (iii) trade-mark law, (iv) design patent or industrial design law, or (v) any other statutory provision or common law principle applicable to this Agreement, including trade dress and trade secret law, which may provide a right in either ideas, formulae, algorithms, concepts, inventions or know-how generally, or the expression or use of such ideas, formulae, algorithms, concepts, inventions or know-how; and (b) any and all applications, registrations, licenses, sub-licenses, franchises, agreements or any other evidence of a right in any of the foregoing.
“Launch Date” means date on which Bids may be submitted in a live production environment.
“Maintenance Services” means those maintenance services to be provided by SSP in respect of the Exchange associated with keeping it functioning in accordance with its Functional Specifications, including without limitation.
“Minimum Price” means, in connection with any Deliverable, a minimum CPM-based bid price therefor.
“Marks” means domain names, trade-marks and logos and other branding elements of each party used in the performance of this Agreement.
“Exchange” - online advertising activity that performs in accordance with the functional specifications and shall allow SSP to purchase deliverables in near real time
“Services” - as necessary, providing customization and support services, including reasonable education and support, during normal business hours; and SSP accepts such retainer, all in accordance with, and subject to, the terms and conditions of this Agreement.
“Functional Specifications” means, subject to being finalized by the parties the functionality, attributes and performance specifications of the exchange (which Functional Specifications shall be substantially similar to, and dependent upon, the underlying functionality, attributes and performance specifications of the SSP as of the Launch Date).
“Spyware Programs” means computer programs or tools that (a) alter a computer user’s browser or other settings or use an ActiveX control or similar device to download advertising supporting software without providing fair notice to and obtaining affirmative consent; (b) prevent a computer user’s reasonable efforts to block the installation of or disable or remove unwanted software; (c) remove or disable any security, anti-spyware or anti-virus technology on a user’s computer; (d) send email through a user’s computer without prior authorization; (e) open multiple, sequential, stand-alone advertisements in the consumer’s Internet browser which cannot be closed without closing the Internet browser or shutting down the computer or (f) other similar activities that are prohibited by applicable law or industry best practices.
“Tags” means scripts that communicate with servers designated by SSP and request transmission from those servers of advertisements.
“Taxes” means all taxes, levies, imposts, deductions, charges or withholdings and all related liabilities, including interest, penalties or additions thereto