Terms & Conditions

INFLUENCER BRIDGE TERMS AND CONDITIONS (ADVERTISERS)

(Last Updated: July 30, 2019)

The following terms and conditions shall apply to participation by an advertiser (“Advertiser”) in the Influencer Bridge network provided by Veritone, Inc., and/or one of its subsidiaries (collectively, “Veritone”) and Advertiser’s use of the associated website(s), software platforms and services (the Influencer Bridge network and all of the foregoing collectively referred to herein as the “Services”), and to each Insertion Order entered into between Veritone and Advertiser related to an advertising program to be executed through the Influencer Bridge network (each, a “Program”). For purposes hereof, an “Insertion Order” shall mean a written or electronic insertion order (I/O), purchase order, web-based submission form, statement of work or other similar document or form that evidences a Program, including all attachments and exhibits attached thereto and/or referenced therein.

The Insertion Order and these Terms and Conditions are collectively referred to herein as this “Agreement.” In the event of any conflict or inconsistency among the terms and conditions set forth in the Insertion Order and in these Terms and Conditions, the rights and obligations of the parties shall be interpreted based on the following order of priority: (1) the Insertion Order, and (2) these Terms and Conditions. This Agreement constitutes the complete and exclusive agreement between Veritone and Advertiser with respect to the Services and the applicable Program, superseding and replacing any and all prior agreements, communications and understandings, both written and oral, regarding such subject matter, and no additional or different provision contained in any purchase order form, order acknowledgment form, invoice or similar form of either party will be effective. These Terms and Conditions may be updated by Veritone from time to time, and the latest update will be posted on the website from which the Services are accessible. The version of these Terms and Conditions in effect upon commencement of a Program shall be applicable to such Program. Each Insertion Order may be modified or amended only by a written amendment signed by duly authorized representatives of Advertiser and Veritone.

Definitions. Certain capitalized terms used herein shall have the following meanings:
1. “Ad” means an advertisement that is disseminated on behalf of Advertiser in connection with a Program.
2. “Advertiser Creative” means all content, images, and/or other advertising materials provided to Veritone by Advertiser or its agent for use in Ads under a Program.
3. “Advertiser Marks” means Advertiser’s trademarks, service marks, product and trade names and logos.
4. “Event” means the event specified in a Program, such as a click, click-through, impression, email inquiry, lead, registration or sale, for which the responsible Influencer will be entitled to payment.
5. “Influencer” means a person or entity that is a host of a podcast or YouTube channel, social media influencer or other content creator or publisher and that participates in a Program.
6. “Visitor” means any person or entity that clicks on an Ad and/or enters Advertiser’s website through a link associated with a Program.
Programs. From time to time, Advertiser will offer, and Veritone will facilitate the execution of, Programs through the Services, pursuant to which Advertiser will pay commissions and/or other fees to Influencers based on Events generated from the Programs. Each Program will be executed pursuant to the terms and conditions set forth in the applicable Insertion Order issued by Advertiser and accepted by Veritone. The Insertion Order will contain all Program-specific terms and conditions, including but not limited to the term of the Program, definition of the Event(s) eligible for payment, commission rates and/or fees payable for Events, cookie duration, and Ad messaging requirements. Advertiser agrees to implement the web pixels, beacons or similar tracking technologies, and to furnish other related data or information, as reasonably required by Veritone in order to allow Veritone (and/or its third party service provider(s)) to track and validate Events, and to calculate and administer associated payments to Influencers under each Program.
Advertiser Creative and Marks. Advertiser will provide the Advertiser Creative and Advertiser Marks to be utilized for Ads under each of Advertiser’s Programs. Advertiser grants to Veritone and each Influencer participating in the applicable Program, a right and license to use, reproduce, distribute, transmit and/or display the Advertiser Creative and Advertiser Marks in connection with the Ads under each such Program. Advertiser further grants to Veritone a right and license to use, reproduce, distribute, transmit and/or display the Advertiser Creative and Advertiser Marks as required to make available and manage Advertiser’s Programs through the Services.
Fees and Payment.
1. Rates. The commission rates and/or other fees applicable to each Program will be as set forth in the Insertion Order. The amounts stated in the Insertion Order do not include taxes. Advertiser will be solely responsible for payment of any federal, state and local sales, use, value added, excise, duty and any other taxes or similar charges assessed in connection with the Program and/or the Services under this Agreement, other than taxes based on Veritone’s net income.
2. Payment Terms. Veritone will submit an invoice to Advertiser following the end of each calendar month for all Events that occur during such month. All invoices will be due and payable net 15 days from date of invoice. All amounts are payable in U.S. dollars. Any late payments will accrue interest at a rate of 1.5% per month, or the maximum amount allowable under law, whichever is less, compounded monthly. Advertiser may be charged $25.00 for any check that is returned due to insufficient funds. Advertiser agrees to pay Veritone its reasonable expenses, including attorneys’ fees and collection agency fees, incurred in enforcing its rights under this Agreement. Advertiser shall not be entitled to deduct or offset any amounts payable to Veritone against any amount or liability that Veritone may owe Advertiser.
3. Payment to Influencers. Upon receipt of payment from Advertiser, Veritone will deduct the commissions and/or other fees owed to Veritone and will disburse the net amount payable to each Influencer for Events generated by such Influencer. Advertiser acknowledges and agrees that Veritone does not advance any fees to Influencers, and Advertiser assumes sole responsibility for all amounts owed for Events.
Term and Termination. The term of and conditions for termination of each Program will be set forth in the applicable Insertion Order. Termination of a Program under one Insertion Order shall not impact the terms, rights or obligations of the parties under this Agreement and any other valid Insertion Order or any other agreement between the parties. Veritone may suspend or terminate the Services (in whole or in part), and/or terminate this Agreement, at any time by providing written notice to Advertiser. Advertiser may cease use of the Services and terminate this Agreement at any time by providing written notice to Veritone. In the event of any such termination, any outstanding Insertion Order shall remain in effect in accordance with its terms and continue to be governed by the terms of this Agreement until fully performed by both parties, unless terminated in accordance with the terms thereof. The provisions of Sections 6 through 13 (inclusive) will survive the termination of the Services and/or this Agreement for any reason.
Mutual Warranties. Each party represents and warrants that: (a) it has the full power and authority to enter into this Agreement; (b) its execution of and performance under this Agreement does not and will not breach or cause a default under any other agreement or contract to which it is a party; and (c) its performance hereunder will fully comply with all laws, rules and regulations (collectively, “Laws”) applicable to such party. Any agency issuing an Insertion Order on behalf of its client as Advertiser represents and warrants that it has the authority to bind its client to the terms stated herein and all obligations under the Insertion Order and this Agreement.
Advertiser Representations and Warranties. Advertiser represents and warrants, with respect to all Programs, that:
1. Advertiser holds all necessary rights to permit the use, reproduction, distribution, transmission or display of all Advertiser Creative and Advertiser Marks and any materials to which Visitors can link from the Ads, or to any products or services made available to Visitors through the Ads;
2. The Advertiser Creative and the Advertiser Marks will not: (i) violate any applicable Laws or infringe any copyright, patent, trademark or service mark, trade secret rights or any other personal, moral, contract, property or privacy right of any third party; (ii) contain or promote viruses, obscene, abusive, violent, bigoted, hate-oriented, cracking, hacking or warez content or conduct; or (iii) encourage conduct that would constitute any of the foregoing;
3. Advertiser has a reasonable basis for all claims made within the Ads, the Ads contain all disclosures required by applicable Laws, and it possesses appropriate documentation to substantiate such claims and shall fulfill all commitments made in its Programs;
4. Advertiser will at all times maintain on the application and/or landing page related to each Program (i.e., the Advertiser’s website page where a Visitor is directed when the Visitor clicks on the Ad or enters a URL address) a prominent link to Advertiser’s privacy policy, which policy shall be easy to understand and shall provide, at a minimum, adequate notice, disclosure and choices to Visitors regarding Advertiser’s and its business partners’ use, collection, disclosure and security of personally identifiable information (PII) and device-identifiable information (DII) and shall offer the Visitor an opportunity to opt out from such collection and use of the information;
5. All Visitor data, including PII and DII, collected pursuant to any Program shall be used by Advertiser only for legal purposes and only in compliance with Advertiser’s published privacy policy and all applicable Laws;
6. With respect to each of Advertiser’s Programs that utilizes Online Behavioral Advertising (OBA) and/or Interest-Based Advertising (IBA), Advertiser shall: (i) comply with all applicable provisions of the Digital Advertising Alliance’s (“DAA”) Self-Regulatory Principles for Online Behavioral Advertising (“DAA Principles”), the Interactive Advertising Bureau (IAB) Code of Conduct, and the Network Advertising Initiative (NAI) Code of Conduct; (ii) clearly and conspicuously post notices on its website(s) regarding the collection, transfer and use of data collected on such website(s) by it and third parties, including appropriate choice mechanisms, in accordance with all of the foregoing; and (iii) permit Veritone and/or an Influencer to place the Advertising Option Icon on applicable Ads and display enhanced notice and choice in order to comply with the DAA Principles;
7. Advertiser will not load any computer program onto a Visitor’s computer or mobile device, in connection with the Program, including without limitation computer programs commonly referred to as adware or spyware but excluding cookies (provided that cookies are disclosed in Advertiser’s privacy policy), without Veritone’s prior written approval and the individual’s express consent after receiving clear and conspicuous notice about the nature of the application to be downloaded; and
8. Advertiser shall not use Flash cookies or super cookies and, with respect to HTML 5 or other mechanisms that allow for the persistent storage and retrieval of information, these mechanisms must operate in accordance with any user-set browser controls (such as those presently available for HTTP cookies).
Ownership. As between Veritone and Advertiser, Veritone and/or its licensors own and shall retain all right, title and interest in and to the Services, including all intellectual property rights associated therewith. Nothing herein shall be construed as a transfer or grant of any right, title or interest to Advertiser, other than the limited right to use the Services to offer Programs as expressly provided herein during the term of this Agreement.
Confidentiality.
1. Confidentiality Obligations. Each party (a receiving party) acknowledges and agrees that, in connection with the parties’ performance of this Agreement, it may obtain information relating to the other party (a disclosing party), its and/or its customers’, vendors’, or third party service providers’ business or technologies, which is of a confidential and proprietary nature (“Confidential Information”). Such Confidential Information may include, but is not limited to, trade secrets, know-how, inventions, techniques, processes, software, algorithms, programs, schematics, data, technology roadmap, sales and marketing plans, and any other information which the receiving party knows or has reason to know is, or which by its nature would reasonably be considered to be, confidential, proprietary or trade secret information of the other party. The receiving party shall at all times, both during the term of this Agreement and for a period of three (3) years after its termination (or, in the case of any software or trade secrets, in perpetuity), keep in trust and confidence all Confidential Information of the disclosing party, and shall not (i) use such Confidential Information other than as expressly authorized under this Agreement or as required for the receiving party to perform its obligations under this Agreement, or (ii) disclose any Confidential Information of the disclosing party to third parties (other than to Veritone’s third party service providers or media vendors in connection with the performance of its obligations under this Agreement), without the disclosing party’s prior written consent. The receiving party further agrees to immediately return to the disclosing party or destroy all Confidential Information (including all copies, extracts and summaries thereof) in the receiving party’s possession, custody, or control upon the expiration or any termination of this Agreement.
2. Exclusions. The obligations of confidentiality shall not apply to information which (a) has entered the public domain except where such entry is the result of the receiving party’s breach of this Agreement; (b) prior to disclosure hereunder, was already in the receiving party’s possession and not subject to any confidentiality obligations, as demonstrated by written evidence; (c) subsequent to disclosure hereunder is obtained by the receiving party on a non-confidential basis from a third party who has the right to disclose such information to the receiving party; or (d) has been independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as demonstrated by written evidence.
3. Permitted Disclosures. The receiving party may make disclosures (i) as required by applicable law or the rules of a stock exchange on which such party’s shares are then traded; or (ii) as compelled by court order issued by a court of competent jurisdiction, provided that receiving party will notify the other party promptly in writing of such court order, so that the other party may seek a protective order or other appropriate remedy. In the event that no such protective order or other remedy is obtained, receiving party will furnish only that portion of the Confidential Information which it is reasonably advised by its counsel is legally required and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information to the extent possible.
Indemnification.
1. Advertiser Indemnification. Advertiser will defend, indemnify and hold harmless Veritone, its affiliates and their respective directors, officers, employee and agents, from and against any losses, liabilities, damages and expenses (including reasonable attorneys’ fees and legal costs) incurred as a result of any claim, suit or proceeding brought against Veritone or its affiliates by a third party to the extent arising out of or based on (i) Advertiser’s breach of any representation, warranty or obligation under this Agreement or any Insertion Order; (ii) Advertiser’s products or services, and/or any representations or marketing claims related thereto; (iii) the Advertiser Creative or Advertiser Marks; or (iv) any gross negligence or willful misconduct of Advertiser in its use of the Services or performance of this Agreement; provided, however, that Veritone gives Advertiser prompt notice of any such claims, cooperates with Advertiser in responding to such claims, and permits Advertiser to control the defense or settlement of such claims so far as such claims may be compromised or settled without prejudice to any rights or interests of Veritone.
2. Veritone Indemnification. Veritone will defend, indemnify and hold harmless Advertiser, its affiliates and their respective directors, officers, employee and agents, from and against losses, liabilities, damages and expenses (including reasonable attorneys’ fees and legal costs) incurred as a result of any claim, suit or proceeding brought against Advertiser or its affiliates by a third party to the extent arising out of or based on (i) Veritone’s breach of any representation, warranty or obligation under this Agreement or any Insertion Order; or (ii) any gross negligence or willful misconduct of Veritone in its performance of this Agreement; provided, however, Advertiser gives Veritone prompt notice of any such claims, cooperates with Veritone in responding to such claims, and permits Veritone to control the defense or settlement of such claims so far as such claims may be compromised or settled without prejudice to any rights or interests of Advertiser.
DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, VERITONE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY REGARDING AN ECONOMIC OR OTHER BENEFIT THAT MIGHT BE GENERATED AS A RESULT OF THE TRANSACTIONS CONTEMPLATED HEREBY. VERITONE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE INFORMATION OR CONTENT MADE AVAILABLE THROUGH THE SERVICES OR PROVIDED BY VERITONE IS ACCURATE, COMPLETE OR CURRENT.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS IN SECTION 10 AND CONFIDENTIALITY OBLIGATIONS IN SECTION 9, (A) IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES ARISING IN ANY WAY OUT OF THIS AGREEMENT UNDER ANY CAUSE OF ACTION, REGARDLESS OF THE THEORY ON WHICH DAMAGES ARE SOUGHT, INCLUDING, WITHOUT LIMITATION, CONTRACT, STATUTE OR TORT, WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EACH PARTY’S MAXIMUM AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL OF AMOUNTS PAYABLE BY ADVERTISER UNDER THE PARTICULAR INSERTION ORDER FROM WHICH SUCH LIABILITY ARISES.
General.
1. Force Majeure. Except for obligations to make payments due hereunder, neither party will be liable for any failure or delay in its performance under the Agreement due to any cause beyond such party’s control including acts of war, terrorism, acts of God, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet, or any component comprising or operating the network infrastructure thereof, provided that the delayed party gives the other party prompt notice of such cause and uses its reasonable commercial efforts to promptly correct such failure or delay in performance.
2. Assignment. Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld or delayed, except that either party may assign this Agreement without the consent of the other party to an affiliate or a successor entity in connection with any merger (by operation of law or otherwise), consolidation, reorganization, change in control or sale of all or substantially all of its assets related to this Agreement. This Agreement inures to the benefit of and shall be binding on the parties’ permitted assignees, transferees and successors.
3. Controlling Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California (without regard to its conflict of law provisions) and subject to the sole jurisdiction and venue of the courts sitting in Orange County, California. Notwithstanding the foregoing, nothing in this Section shall be deemed to limit the parties’ rights to seek injunctive relief in any other court of law of competent jurisdiction.
4. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in such provision, and the other provisions of this Agreement remain in full force and effect.
5. No Waiver. The failure of either party to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
6. Independent Contractors. This Agreement does not create any relationship other than an independent contractor between Veritone and Advertiser. No party is a partner or a legal representative of the other for any purpose whatsoever, nor is any party authorized to make any contract, agreement or warranty on behalf of any other party, except as expressly provided herein. Under no circumstance shall one party’s employees be construed to be employees of the other party.
7. Publicity. Advertiser agrees that Veritone may reference Advertiser as a client on Veritone’s websites, other marketing and media relations materials, investor relations materials, and SEC filings.
8. Notices. All notices to either party shall be in writing and delivered by hand, certified mail, overnight delivery service or email to the physical and email addresses set forth in the Insertion Order, or to such other addresses as either party shall provide in writing to the other party. Notices shall be deemed effective when delivered to the applicable address, unless any such notice is sent by email, in which event, notice shall be deemed effective upon confirmation of delivery by a “read receipt” or other such notice generated by the applicable email system, but in any event, by reply of the recipient of such notice.
9. Attorney’s Fees. If any action arises under this Agreement, including, without limitation the interpretation or enforcement of any term of this Agreement, the prevailing party in any such action shall be entitled to recover its reasonable attorney’s fees and related costs.