Advertising Policy

1. Acceptance of Terms

   1. The following advertising terms of service (the "Advertising Policy") govern your access to and use of the Snips Program Management and Advertising Platform (the "Snips Platform"), which is made available as part of Snips Media's broader Service offerings. The Advertising Policy applies to both Advertisers and Influencers (as each are defined herein) This Advertising Policy, together with the Snips Terms & Conditions, forms an agreement between Snips Media LLC ("Snips") and you. The term "Advertiser" or "you" may refer, as appropriate, to the person or entity accessing, browsing, or using the Snips Platform, creating or running advertising campaigns, purchasing Advertising Promotions (as defined below), or otherwise using applications distributed through the Snips Platform. The term "Influencer" or "you" may also refer, as appropriate, to an influencer, content publisher, blogger, company, or any individual or entity that uses the Snips services to create, share, or publish content or an advertising campaign on behalf of an Advertiser.
   2. By accessing and using (the term "use" when used herein in respect of the Snips Platform, shall mean access or use, and using shall have a corresponding meaning) the Snips Platform, you accept and agree to be bound by and comply with this Advertising Policy. You similarly agree to be bound by the Snips Terms & Conditions. If you do not accept and agree to be bound by this Advertising Policy or the Terms & Conditions, you may not access or use the Snips Platform.
   3. This Advertising Policy should be read in conjunction with the Terms & Conditions. All terms not specifically defined herein shall have the same meaning as set forth in the Terms & Conditions. In the event of a conflict between this Advertising Policy and the Terms & Condition, this Advertising Policy shall apply to the extent of such conflict.
   4. Snips Media is not affiliated with any Influencer, or its third party contractors or service providers. Other terms of service may apply to the services that are provided by Influencer and other third parties in conjunction with the Snips Platform, but only in respect of such third parties' services.

2. Changes to this Advertising Policy and the Snips Platform

   1. Except where prohibited by applicable law, Snips reserves the right to change this Advertising Policy at any time without notice. Your continued access to or use of the Snips Platform after any changes to this Advertising Policy indicates your acceptance of such changes. It is your responsibility to review this Advertising Policy regularly.
   2. Snips reserves the right to change, including discontinue, temporarily or permanently, any aspect of the Snips Platform (or any part thereof) and any information, material or content (including, prices, features, list of Influencers (as defined below) and availability of applications) contained on the Snips Platform (the "Content") at any time, and from time to time, without notice. You agree that Snips will not be liable to you or to any third party for any modification, suspension or discontinuance of the Snips Platform (or part thereof).
   3. Unless explicitly stated otherwise, any new features that augment or enhance the Snips Platform, will be subject to this Advertising Policy and the Terms & Conditions (as appropriate).

3. Description of the Snips Platform

   1. Overview. The Snips Platform is a particular aspect of Snips Media's overall Service offerings (as described more fully in the Terms & Conditions). The Snips Platform provides an online platform for brands and advertisers (together with any agents authorized to act on their behalf) (each, an "Advertiser") to build and manage influencer marketing Programs (each, a "Program") that may include Influencer relationship management, sponsored content ("Sponsored Content"), and any number of advertising campaigns (each an "Advertising Campaign"). Advertisers may set up their account for the Snips Platform by executing a separate Subscription Agreement (the "Subscription Agreement"), at which point they may build and manage Programs and Advertising Campaigns. With each Program, you may collaborate with Influencers to promote an Advertiser's brand, products, or services through Sponsored Content, Advertising Campaigns, social media posts, live streams, appearances, modeling, or other types of promotions (collectively, the "Advertising Promotions") on Influencers' websites, blogs, social media, or other platforms on behalf of Advertisers using the Snips Platform.
   2. Subscription Services. With a subscription to the Snips Platform, you will be granted access to the Snips Program Manager platform (the "Platform"). Through the Platform, you will be able to quickly and efficiently create and manage Programs, onboard Influencers to participate in your Programs, manage Influencer status and relationships throughout the Program, review and accept individual proposals from Influencers for the Program (each, a "Proposal"), manage the individual services with each Influencer within the Program (each, a "Project"), communicate with Influencers, setup and negotiate contracts for each Project, process payment on completion of each Project, and measure results of the Programs with analytics and reporting tools.
   3. Influencer Agreement. As part of each Program, Advertisers and Influencers will be required to enter into a separate service contract that sets forth each parties' respective rights and obligations. This agreement (an "Influencer Agreement") is a contractual relationship directly between the Advertiser and the Influencer. Advertiser and Influencer have complete discretion both with regard to whether to enter into an Influencer Agreement (i.e. execute a Project) and with regard to the terms of any such Influencer Agreement. For convenience, Snips Media provides Advertisers and Influencers with a template agreement that they may use. Advertisers may additionally append additional documents to the contract, such as brand guidelines, non-disclosure agreements, or other requirements (each, a "Schedule"), or an Advertiser and Influencer may agree to a separate Influencer Agreement (and any other agreement, such as a confidentiality agreement, assignment agreement, etc.) governing each Project and the overall relationship, so long as any such agreements or Schedules do not conflict with, narrow, or expand Snips Media's rights and obligations under this Advertising Policy, any Subscription Agreement or the Terms & Conditions.
   4. Initiating Project and Facilitating Payment. In order to launch a specific Project, Advertiser must first fully fund the Project costs with Snips Media. A Project may be funded through the prepaid or, in some limited circumstances, postpaid mechanisms described in Section 4 below. Upon the funding of a given Project, Influencer shall begin to perform the requisite services. Upon Influencer's satisfactory completion of the requisite services, Advertiser must then notify Snips Media that it can release payment to Influencer. Snips Media shall not be obligated or required to release any payment to Influencer until such time as Advertiser has provided Snips Media with the appropriate notice and funding.
   5. Influencer-Advertiser Relationship. Regardless of whether Advertisers and Influencers agree to use the template Influencer Agreement provided by Snips Media or a separately negotiated agreement, Influencer and Advertiser acknowledge, agree, and understand that Snips Media is not a party to any Influencer Agreement, that the formation of an Influencer Agreement will not, under any circumstance, create an employment or other service relationship between Snips Media and any Advertiser or Influencer, or a partnership or joint venture between Snips Media and Advertiser or Influencer.
   6. Additional Terms for Advertisers. As an Advertiser, you understand that once you agree to the terms of a Project with an Influencer, you may not then attempt to renegotiate the terms of payment and/or specific services that Influencer is required to perform. Advertisers further agree to comply with all terms set forth in any Influencer Agreement and other agreements it enters into directly with Influencers (regardless of whether the terms require performance through the Snips Platform or involve external obligations). In the event an Advertiser violates any of the terms or conditions in this Advertising Policy, the Terms & Conditions, the Subscription Agreement, and any agreements entered into directly with Influencers (i.e. an Influencer Agreement), Snips Media reserves the right to suspend or cancel Advertiser's account or otherwise terminate its access to the Snips Platform and Service in general.
   7. Additional Terms for Influencers. As an Influencer, you understand that once you submit a Proposal, you are representing to an Advertiser that you will perform the services for the fees set forth in your Proposal. Once you agree to the terms of a Project with Advertiser, you may not then attempt to renegotiate the terms of payment and/or specific services that you agreed to perform. You agree to comply with all terms set forth in any Influencer Agreement and other agreements it enters into directly with Advertisers (regardless of whether the terms require performance through the Snips Platform or involve external obligations). In the event an Influencer violates any of the terms or conditions in this Advertising Policy, the Terms & Conditions, and any agreements entered into directly with Advertisers (i.e. an Influencer Agreement), Snips Media reserves the right to suspend or cancel Influencer's account or otherwise terminate its access to the Snips Platform and Service in general.
   8. Individual Campaigns. In lieu of signing up for a subscription to the Snips Platform, Advertisers may also still use the Snips Platform for individual Advertising Campaigns.
   9. Platform Only. Snips Media makes available an online platform that enables Advertisers to better manage their influencer campaigns with Influencers. Snips Media does not itself create or manage Programs (except as otherwise indicated) and is in no way affiliated with Advertisers, Influencers, or the circumstances surrounding each Advertising Campaign. Unless explicitly specified otherwise in this Advertising Policy or the Terms & Conditions, Snips Media's responsibilities are limited to (i) facilitating the availability of the Snips Platform, and (ii) facilitating the payment process for some services through an authorized third party payment processor.

    

   By using the Snips Platform, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other registered users or other third parties will be limited to a claim against the particular users or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from Snips Media with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other users on the Snips Platform regarding any Programs in which you were an Influencer or Advertiser.

4. Payment Processing Information

   1. Subscription Fees. If you are accessing the Snips Platform as part of your subscription, you will be responsible for all subscription fees set forth in the applicable Subscription Agreement. Delinquent invoices and accounts are subject to interest of one percent (1%) per month, (12% annum) on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. In addition to these fees, you may be responsible for some or all of the below payments depending on your specific use of the Snips Platform.
   2. Advertising Payments. If applicable based on the specific Program or Advertising Campaign and to the extent provided by the relevant terms of an Influencer Agreement, all payments for Advertising Promotions (each, an "Advertising Payment") will be made by you directly to Snips through the Snips Platform, and not to or through any of Snips' Influencers. All Advertising Payments will be in U.S. dollars, unless otherwise determined by Snips. As described above and below, Advertiser is solely responsible for funding any active Advertising Campaign or Project, as well as for authorizing the release of funds to Influencer.
   3. Payment Timing. In order to initiate a Project or Advertising Campaign within a particular Program, you will submit a credit card for authorization of payment(s) on a prepaid (via credit card) basis ("Prepaid Payment") or postpaid basis ("Postpaid Payment"). Prepaid Payments will be authorized at the time the Project or Advertising Campaign is submitted, for the full amount of the Advertising Campaign or the applicable Project (as appropriate). The Advertiser's credit card will be charged on a weekly basis based on actual deliverables and the associated spend incurred over each seven-day period, as reported by the Snips Platform. Postpaid Payment will be net 30 days following your receipt of the invoice for such Advertising Promotion from Snips Media. Snips may provide you with Postpaid Payment terms upon your request, subject to you undergoing a credit check at your cost, conducted by Snips.
   4. Payment Liability. Snips will hold you, and not your Advertiser, responsible for all Advertising Payments. Snips may, in its sole discretion, preclude your future Advertising Promotions from being subject to Postpaid Payment terms, in the event of your late or non-payment of amounts owing for Advertising Promotions. Notwithstanding the foregoing, nothing in this subsection 4(c) will preclude you from obtaining Prepaid Payment terms on future Advertising Promotions in the event of your late or non-payment of an Advertising Payment.
   5. Under-Delivery of Advertisements. If actual deliverables (e.g. impressions, clicks or other desired actions) ("Deliverables") for any Advertising Campaign (or Project within an Advertising Campaign) fall below guaranteed levels set forth on an insertion order, then:
      1. for an Advertising Campaign or Project that is subject to Prepaid Payment, you will have the option to (1) receive a prorated refund from Snips for the amount of the Deliverables in respect of the Advertising Campaign or Project that was under-delivered; or (2) extend the duration of the Advertising Campaign or Project until all Deliverables in respect of the Advertising Campaign or Project are delivered to you; or
      2. for an Advertising Campaign or Project that is subject to Postpaid Payment, you will only be charged for the Deliverables actually delivered as of the end date of such Advertising Campaign or Project.
   6. Tracking, Reporting and Invoicing. Snips Media will track and report the delivery of Advertising Campaigns and Projects (and Advertising Promotions) for the purposes of calculating advertising fees to be invoiced to you, the Advertiser. For greater certainty, you may have the option to track and report delivery of Advertising Campaigns and Projects (and Advertising Promotions) using a third party ad server. However, tracking and reporting numbers from the Snips Platform will be final and will not be subject to discrepancy resolution.
   7. Fees. In consideration of your use of the Snips Platform and in addition to any subscription fees you are responsible for, you may be charged a fee based on either a cost-per-view (CPV), cost-per-click (CPC), cost-per-lead (CPL), cost-per-engagement (CPE), or cost-per-acquisition (CPA) in accordance with the Advertising Campaign or Project on the Snips Platform (the "Fee"). Snips reserves the right, in its sole discretion, to change or add a Fee for your use of the Snips Platform.

5. Your Registration Obligations

   In consideration of your use of the Snips Platform, you agree to: provide true, accurate, current and complete information about yourself as prompted by the Snips Platform registration form (such information, the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Snips Media has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Snips Media has the right to suspend or terminate your account and refuse any and all current or future use of the Snips Platform (or any portion thereof).

6. Account, Password and Security

   You will create a password and account during the Snips Platform registration process using the available interface. You are responsible for maintaining the confidentiality of your password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Snips Media of any unauthorized use of your password or account or any other breach of security; and (b) ensure that you exit from your account at the end of each session. Snips Media cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 6. Snips Media reserves the right to disable any account issued to you at any time in Snips Media's sole discretion. If Snips Media disables access to an account issued to you, you may be prevented from using or accessing the Snips Platform, your account details or any information that is stored with your account.

7. Conduct and License to Information

   1. In using the Snips Platform, you understand that you are liable for all information, in whatever form, including all information in respect of Advertising Campaigns, Programs and Advertising Promotions ("Information"), you make available directly to Influencers, or indirectly to Influencers. By submitting Information to the Snips Platform, you grant Snips and its affiliates, a non-exclusive, royalty-free, perpetual, transferrable, irrevocable and fully sub-licensable right to
      1. use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Information throughout the world in any media, now known or hereafter devised, as required to provide the Snips Service; and
      2. use the name that you submit in connection with such Information, as required to provide the Snips Service.
   2. In connection with the foregoing license to your Information, you represent and warrant the following:
      1. that you own, or have obtained all necessary third party rights and licenses to, the Information that you submit;
      2. that you have obtained the waiver of any and all moral rights in Information that you submit to the Snips Platform, including, without limitation, rights of attribution or integrity, and any similar rights in any jurisdiction worldwide;
      3. that you have obtained all necessary consent and authority from any individual whose likeness appears in any Information which you submit to the Snips Platform to: 1) post and submit such content on the Snips Platform; and 2) permit Snips Media and its licensees, affiliates, and successors to use such Information in accordance with the foregoing license;
      4. that Snips Media's exercise of any of its rights under the license granted hereunder will neither violate nor infringe upon the rights of others including, without limitation, privacy, publicity or intellectual property rights, and complies with all applicable laws and regulations; and
      5. that you have all necessary authority to use the Snips Platform and submit Information to the Snips Platform, either individually or on behalf of an Advertiser.
   3. You agree not to use the Snips Platform to:
      1. upload, post, email, transmit or otherwise make available any Information that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
      2. harm minors in any way;
      3. stalk or otherwise harass another user;
      4. impersonate any person or entity, including, but not limited to, a Snips representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
      5. forge or otherwise manipulate identifiers in order to disguise the origin of any Information transmitted through the Snips Platform;
      6. upload, post, email, transmit or otherwise make available any Information that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
      7. upload, post, email, transmit or otherwise make available any Information that infringes, misappropriates or violates any patent, trademark, trade secret, copyright or other proprietary rights of any third party;
      8. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation, except in those areas that are designated for such purpose and within the scope of such designation;
      9. interfere with or disrupt the Snips Platform or servers or networks connected to the Snips Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Snips Advertising Platform; or
      10. intentionally or unintentionally violate any applicable local, state, provincial, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, and any regulations having the force of law.
   4. You acknowledge that Snips does not pre-screen any Information working in coordination with the Snips Platform, but that Snips and its designees shall have the right (but not the obligation) in their sole discretion to rescind your use of access to the Snips Platform. You acknowledge and agree that Snips may preserve Information and may also disclose Information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with applicable laws; (ii) enforce this Advertising Policy; (iii) respond to claims that any Information violates the rights of third parties; or (iv) protect the rights, property, or personal safety of Snips Media, its users and/or the public. You understand that the technical processing and transmission of the Snips Platform, including your Information, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
   5. Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Information. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
   6. Snips Media prohibits the promotion of products or services in the following categories:
      1. Adult or sexual products and services
      2. Drugs and drug paraphernalia
      3. Endangered species products
      4. Hate content, sensitive topics, and violence
      5. Illegal products and services
      6. Spyware and illegal hacking
      7. Tobacco and tobacco accessories
      8. Unauthorized ticket sales
      9. Weapons and weapon accessories
   7. Snips Media prohibits advertisements targeted to, and accounts from countries subject to U.S. trade sanctions and other U.S. export control laws. Individuals and entities subject to U.S. trade sanctions are also prohibited from signing up for a Snips Media account.
   8. Snips Media prohibits advertisements containing specific behaviors that are considered as spam, or advertisements that contain or redirect visitors to phishing links, malware, or other harmful codes or sites that alter the user's machine without notification or user consent.
   9. Snips' Proprietary Rights; Information; Licenses
      1. The Snips Platform and the Content, including all designs, infrastructure graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks displayed or presented to you on the Snips Platform, are owned or licensed by Snips Media and are protected by copyright, trade-mark, service marks, patents or other intellectual property rights and laws.
      2. Except as expressly provided in this Advertising Policy, any reproduction, duplication, re-transmission, distribution, re-publication, modification, adaptation, translation of, creation of derivative works based on, exploitation of, or participation in the transfer or sale of the Snips Platform or the Content, in whole or in part, and any de-compilation, disassembly, reverse engineering or other exploitation of the Snips Platform or the Content (together with any attempts to do the foregoing) is strictly prohibited.
      3. Subject to the terms of this Advertising Policy and the Terms & Conditions, Snips Media grants you a personal, non-transferable and non-exclusive right and license to access, view and use the Snips Platform and the Content for the purposes set forth herein and any applicable Subscription Agreement, and to download, store and print single copies of items comprising the Content for such purposes, provided that you maintain all copyright and other notices contained in such Content. If you violate any provision of this Advertising Policy, your permission to use the Snips Platform and the Content automatically terminates and you must immediately cease use of the Snips Platform and destroy any copies you have made of any Content. In addition, you agree not to access the Snips Platform by any means other than through the interface that is provided by Snips Media for use in accessing the Snips Platform or the Content. All rights not expressly granted by Snips Media herein are reserved.

8. Trademark Information

   Snips Media's trademarks and service marks, and other Snips Media logos and product and service names are owned by or are trademarks of Snips (the "Snips Ads Marks"). You agree not to display or use in any manner the Snips Ads Marks without Snips Media's prior consent.

9. Linked Sites

   The Snips Platform may provide, or third parties may provide, links to other websites or resources ("Linked Sites"). Because Snips Media has no control over such Linked Sites, Snips Media is not responsible for the availability of such Linked Sites, does not guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, merchantable quality or fitness for a particular purpose and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such Linked Sites. If you choose to access such Linked Sites, you do so entirely at your own risk and Snips Media shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such content, goods or services available on or through any such Linked Sites.

10. Termination

    Snips Media may, in its sole discretion, terminate your account (or any part thereof) or your access to or use of the Snips Platform, and remove and discard any Information within the Snips Platform, for any reason, including, without limitation, for lack of use, or if Snips Media believes that you have violated or acted inconsistently with the letter or spirit of the Advertising Policy, Terms & Conditions, or any Subscription Agreement. Snips Media may also in its sole discretion and at any time discontinue providing the Snips Platform, or any part thereof, with or without notice. You acknowledge that any termination of your access to or use of the Snips Platform under any provision of this Advertising Policy may be effected without prior notice, and acknowledge and agree that Snips Media may immediately deactivate or delete your account and all related information and files in your account or bar any further access to such files or the Snips Platform. Further, you agree that Snips Media shall not be liable to you or to any third party for any termination of your access to the Snips Platform.

11. Downtime

    Advertiser acknowledges and agrees that Snips Media may need to suspend performance of some or all of the Snips Platform in the event that Snips Media's access to necessary third-party information is interrupted (including, for example, certain influencer resources). Snips Media will make best efforts to secure an adequate substitute so as to resume providing the availability of the Snips Platform as quickly as possible, and in any event, Snips Media will use commercially reasonable efforts to give notice to you of any scheduled downtime associated with upgrades and maintenance to the Snips Media via email communication or posted to Service in general.

12. Confidentiality

    The Snips Platform and the Content provided is intended for use by and for the benefit of registered account holders only. You will retain in confidence and require your employees, agents and contractors to retain in confidence all information that Snips Media discloses to you through the Snips Platform and any information associated with the Snips Platform or the Content which would reasonably be viewed as confidential in the circumstances of the disclosure ("Confidential Information"). The foregoing obligations will not apply to: (i) information that is or becomes generally publicly available through no fault of you; (ii) information that you obtain from a third party who is under no obligation of confidentiality; or (iii) information that you independently develop. You may disclose Confidential Information if required to be disclosed pursuant to a lawful order of a court or a person having jurisdiction to make such an order, provided that, if permitted by law, you notify Snips Media and, provide it an opportunity to obtain a protective order regarding confidentiality of the Confidential Information.

13. Disclaimer of Warranties

    1. THE SNIPS PLATFORM AND THE CONTENT IS PROVIDED "AS IS" WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. YOUR USE OF THE SNIPS PLATFORM AND THE CONTENT IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, SNIPS MEDIA EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SNIPS PLATFORM AND THE CONTENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR THAT THE SNIPS PLATFORM OR THE CONTENT ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. SNIPS MEDIA MAKES NO WARRANTY, REPRESENTATIONS OR CONDITIONS THAT (i) THE SNIPS PLATFORM AND THE CONTENT WILL MEET YOUR REQUIREMENTS, (ii) THE SNIPS PLATFORM AND THE CONTENT WILL BE UNINTERRUPTED, TIMELY, COMPLETE, CURRENT, SECURE, OR ERROR-FREE, (iii) THE METRICS PROVIDED OR RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SNIPS PLATFORM AND THE CONTENT WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SNIPS PLATFORM WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SNIPS PLATFORM AND CONTENT WILL BE CORRECTED.
    2. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SNIPS PLATFORM IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
    3. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SNIPS MEDIA OR THROUGH OR FROM THE SNIPS PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE ADVERTISING POLICY.

14. Limitation of Liability

    1. SUBJECT TO APPLICABLE LAW, IN NO EVENT WILL SNIPS MEDIA, ITS SUPPLIERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT SNIPS MEDIA IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SNIPS PLATFORM OR THE CONTENT; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SNIPS PLATFORM; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR IN CONNECTION WITH THE SNIPS PLATFORM; OR (v) ANY OTHER MATTER RELATING TO THE SNIPS PLATFORM.
    2. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, REPRESENTATIONS OR CONDITIONS, OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS OF THESE TERMS OF SERVICE SECTIONS MAY NOT APPLY TO YOU.
    3. NOTWITHSTANDING THE PREVIOUS PARAGRAPH, IF SNIPS MEDIA IS FOUND TO BE LIABLE, ITS LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE GREATER OF (A) YOUR TOTAL ADVERTISING PAYMENTS COLLECTED BY US IN RESPECT OF THE ADVERTISER CAMPAIGN OR ADVERTISING PRODUCT GIVING RISE TO THE CLAIM, AND (B) $100.

15. Indemnity and Release

    1. You will indemnify and hold Snips Media, its suppliers and their respective officers, directors, employees or agents, harmless from any claims, suits, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable attorneys' fees, made by any third party due to or arising out of (i) Information you submit, post, transmit or make available through the Snips Platform; (ii) your use of the Snips Platform, tools, services, or the Content; (iii) your connection to the Snips Platform; (iv) your violation of the Advertising Policy; or (v) your violation of any law or the rights of a third party (including, without limitation, intellectual property rights).
    2. Your use of the Snips Platform and the Content will not be made the basis for any claim, suit, demand or cause of action or other proceeding against Snips Media, its suppliers and their respective officers, directors, employees or agents (collectively referred to herein as the "Releases"). You further agree to release, indemnify and hold harmless the Releases from all liability in any way relating to or arising in connection with your use of the Snips Platform and the Content including injuries, loss or damage of any kind. The Releases have not made, and are not liable for, any representation, warranty or condition in respect of the Snips Platform and the Content.

16. Notice

    Notices to you may be made via either email or regular mail. The Snips Platform may also provide notices of changes to the Advertising Policy or other matters by displaying notices or links to notices to you generally on the Snips Advertising Platform.

17. General Information

    1. Entire Agreement. This Advertising Policy, together with the Terms & Conditions and any Subscription Agreement you are subject of, constitutes the entire agreement between the Parties with respect to the subject matter of the Advertising Policy and supersedes all previous negotiations, proposals, commitments, writings and understandings of any nature whatsoever, whether oral or written, unless they are expressly incorporated by additional reference in the Advertising Policy.
    2. Choice of Law. This Advertising Policy is governed by and construed in accordance with the laws of the State of Illinois and the federal laws applicable therein. You and Snips Media irrevocably and unconditionally consent, hereby submits to the non-exclusive jurisdiction of the courts of Illinois and all courts competent to hear appeals from them for the purpose of any action or proceeding brought by either of them in connection with or arising out of this Advertising Policy.
    3. Arbitration. Any controversy or claim arising out of or relating to the Advertising Policy or the provision of Snips Platform shall be finally settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Chicago, Illinois, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. However, you and Snips Media agree to submit to the personal jurisdiction of the courts located within the city of Chicago, Illinois. Either you or Snips Media may seek any interim or preliminary relief from a court of competent jurisdiction in Chicago, Illinois necessary to protect the rights or property of you or Snips (or its agents, suppliers, and subcontractors) pending the completion of arbitration.
    4. No Waiver; Enforceability. The waiver or failure of either Party to exercise any right in any respect provided for herein will not be deemed a waiver of any further right hereunder. If for any reason a court of competent jurisdiction finds any provision of this Advertising Policy, or portion thereof, to be unenforceable, that provision shall be modified and enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Advertising Policy will continue in full force and effect.
    5. Time to File Claim. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Snips Platform or the Content or the Advertising Policy must be filed within one (1) year after such claim or cause of action arose or be forever barred.
    6. Survival. Any terms and conditions of this Advertising Policy which by their nature extend beyond the termination of this Advertising Policy shall survive such termination. This includes, without limitation Section 7 (Conduct), Section 8 (Snips' Proprietary Rights; Information; Licenses), Section 9 (Trademark Information), Section 12 (Confidentiality), Section 13 (Disclaimer of Warranties), Section 14 (Limitation of Liability), Section 15 (Indemnity and Release), Section 17 (General Information) and Section 19 (Privacy Policy).
    7. Titles. The section titles in the Advertising Policy are for convenience only and have no legal or contractual effect.

18. Violations

    Please report any violations of this Advertising Policy to report-abuse@snips.co.

19. Privacy Policy

    The Snips Privacy Policy is available here, the terms of which are incorporated herein, and you agree that the terms of such policy are reasonable. You consent to the use of your personal information by Snips and/or its third party providers and distributors in accordance with the terms and for the purposes set forth in such privacy policy.

Effective Date: May 22, 2018.