Conviva® Terms of Use

Effective May 11, 2022

Welcome to Conviva!

Conviva’s products and services analyze, measure and optimize the delivery of video over the Internet. You are visiting Conviva’s Web user interface to access Conviva’s products and services and/or accessing Conviva’s products and services through a download via an authorized third party. By registering for, accessing and/or using any of the Conviva products or services, including applications, libraries, software development kits, other software, websites or other properties owned or operated by Conviva or by registering for a Conviva account (collectively, the “Services”), you are agreeing to be bound by these terms and conditions, called the Conviva Terms of Use (“Terms”), which outline the terms and conditions regarding your use of the Services. These Terms are a legally binding contract between you and Conviva (“Conviva”, “we” or “us”), so please read them carefully. If you do not agree with these Terms, do not register for or use any of the Services.

Your use of, and access and use on each subsequent visit to, the Services constitutes continuing agreement to these Terms as they may be revised from time to time. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising to Conviva that you have the authority to bind that organization to these Terms (in which event, "you", "your", or “Customer” will refer to that organization) unless that organization has a separate binding contract in effect with Conviva, in which event the terms of that contract will govern your use of the Services.

1. CHANGES TO THESE TERMS

We reserve the right to modify these Terms. We will post the most current version of these Terms on Conviva’s Web portal known as Pulse (“Pulse”) or you can also access them at https://pulse.conviva.com/legal/#terms. If we make material changes to these Terms, we will post the updated version of the Terms in Pulse and at the above link. If you do not accept the changes, you must stop using the Services. Your continued use of the Services after we publish our changes to these Terms means that you are consenting to the updated terms.

2. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION

By registering with Conviva or signing up for the Services, you understand that we may send you (including via email) information regarding the Services, such as: (a) notices about your use of the Services, including notices of violations of use; (b) updates to the Services and new features or products; and (c) promotional information and materials regarding Conviva’s products and services. If you do not wish to receive promotion information, please visit Conviva’s Communication Management Center at https://pages.conviva.com/preference-center.html to opt-out or update your communication preferences. Notices emailed to you will be considered given and received when the email is sent. If you don't consent to receive notices (other than promotional materials) electronically, you must stop using the Services.

3. USER REGISTRATION

To access certain Services including the Insights Services (as defined below), you must have been invited by Conviva or your company’s administrative lead(s), or if solely accessing Conviva’s Learning Center, you can initiate your registration by visiting https://pulse.conviva.com/. Conviva will initially set up the applicable company administrative lead(s) (each, an “Admin User”). If accessing Insights Services, multiple Admin Users may be set up, the identity and number of which depend on the needs of the Customer and its video player configurations. Such Admin User(s) may then designate and invite regular users to use the Insights Services (Admin Users and regular users are referred to collectively and individually as “User” unless specified otherwise).

When registering for any of our Services, you must create a User profile and establish User credentials to access and use the Services. Your credentials consist of a User ID (“UID”), which must be the fixed business email address included in the authorization and/or invitation, and a password (together “registration” and “Credentials”).

User login credentials and requirements:

You must enter your “single-user” UID (which is a business email address) and a password, both of which are unique to you as a user.
You may have only one email address associated with your account, although that email may be associated with multiple Conviva accounts with the same Customer.
Your UID and password are personal to you. They may not be shared with nor disclosed to anyone and they may not be used by anyone other than you. Email aliases or other addresses associated with more than one individual may not be used for your UID.
No person or entity external to your company’s employees may be given access to our Services or your credentials without Conviva’s prior written consent (which Conviva may withhold or condition in its sole discretion).
In setting up your credentials we ask that you not divulge personal information, other than your name in part or in full, that may be revealed by the structure of your UID email address. We strongly recommend that you do not use the same password as you use for any other work-related or personal business, to minimize the impact on you in the event of any unauthorized access to the Insights Services by anyone other than yourself.

Conviva reserves the right to block or suspend access to your account if Conviva reasonably suspects that fraud, corporate espionage or other unauthorized access or use is associated with that account, for any reason, with or without your fault. Notwithstanding the above, Conviva may terminate these Terms and your access to your account and the Services at any time and for any or no reason and shall give you notice thereof.

4. INSIGHTS SERVICES

a. To access and use certain of the Services, called the “Insights Services”, which includes but is not limited to Video, Precision, Experience Benchmarks, Ad Insights, Content Insights and other Insights Services, you must be personnel of a current or prospective customer with Conviva’s authorization to access the Insights Services. The Insights Services may be accessed through Pulse.

Certain Insights Services include the use of Google Maps features and content and your use of such features and content is subject to the then-current versions of the: (1) Google Maps/Google Earth Additional Terms of Service at https://maps.google.com/help/terms_maps.html; and (2) Google Privacy Policy at https://www.google.com/policies/privacy/.

b. Social Insights Services. Social Insights Service is an analytics solution that provides consumption and audience intelligence for video playback on social platforms. Through API calls to social platforms (including Facebook, Instagram, YouTube, Twitter and Snapchat), metrics and metadata are obtained regarding videos posted by you on these social platforms. If you register for a Social Insights Services account, you will have the ability to authenticate one or more of your social accounts (each, a “Social Account”). This will enable Conviva to import data from the Social Account(s) in order to analyze and add certain metrics and to deliver the Social Insights Services. At all times, you shall remain responsible for complying with the terms of service and other policies of the Social Account. Authentication is necessary to provide the Social Insights Services. If your Social Account is not authenticated or for any reason your Social Account is terminated, suspended or inoperable, then Conviva will be unable to provide you with the Social Insights Services, for which Conviva bears no responsibility. You shall remain the owner of the data transferred from your authenticated Social Account(s) (“User Content”), and you hereby grant Conviva a worldwide, non-exclusive, perpetual, transferable, royalty-free and sublicensable right and license to use, copy, distribute, prepare derivative works of, modify, transfer and publish the User Content, in whole or in part, to provide you with the Social Insights Services and to use anonymized and aggregated aspects of the User Content, such that you are not identified or identifiable, to provide industry-level research and benchmark data across pre-defined industry categories. The rights you grant in this section, including the license, survive the termination of this Agreement and your use of the Social Insights Services.

5.Conviva Learning Center Stream Sensor Integration

The Services include access to: (a) Conviva’s Learning Center Stream Sensor Integration ("Learning Center"), which is an online resource containing Conviva proprietary materials and information to assist authorized parties with integrating, and validating integrations of, video players with the Insights Services; and (b) Conviva’s developer tools located on certain Conviva websites and/or authorized third party websites ("Developer Tools"), which are online resources containing software tools and other applications used for integrating, and validating integrations of, video players with the Insights Services. You may access and use the Learning Center and the Developer Tools, including all of the materials, software and information contained or located therein, solely for the purposes of performing or supporting the integration or validation of Conviva technology with the video player(s) of a current or prospective Conviva customer or a Conviva-authorized business development partner. You may also be granted registration, access and use rights as either personnel of an authorized third-party developer, or personnel of a current or prospective Conviva customer.

So that Conviva may test and validate that the video players in your device applications have been integrated with the Services (“Device Applications”), you may be required to provide to Conviva sample Device Applications or access thereto. In such case, you grant Conviva a limited, non-exclusive, fully-paid, royalty-free, worldwide, non-transferable license to use the sample Device Applications for the purposes of testing and validating that the video player(s) included in those Device Applications have been properly integrated with the Services.

6. GENERAL TERMS

If you have entered into a Customer Agreement or similar agreement for Conviva’s products and services (“Customer Agreement”), then your use of the Services shall be governed by and subject to the Customer Agreement (in addition to the other sections of these Terms) and this Section 6 shall not apply to you. If you have not entered into a Customer Agreement, then your use of the Services shall be governed by and subject to this Section 6 (in addition to the other sections of these Terms).

The Services, including but not limited to all the materials, Developer Tools, software, statistics, documentation, white papers, order forms and other information and resources made available or included in, resulting from or calculated by the Services (collectively, “Licensed Materials”) are the proprietary and confidential information of Conviva and/or its licensors. Conviva hereby grants to you a limited, personal, non-exclusive, fully-paid, royalty-free, worldwide, non-assignable, non-transferable license, without the right to sublicense, to use the Licensed Materials for the time period determined or indicated by Conviva, subject to the following:

• You may access and use the Licensed Materials only for your internal business purposes or, if you are an authorized third-party developer for or a consultant to a Conviva customer, then you may use the Services only for the benefit of that Conviva customer.

• You acknowledge and agree that you will not, nor shall you allow anyone else to: (i) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Licensed Materials by any means whatever, or disclose any of the foregoing; (ii) distribute the Licensed Materials, except as expressly permitted under an applicable Customer Agreement; or (iii) modify, lease, lend, use for timesharing, service bureau, and/or application service provider purposes the Licensed Materials.

• You agree: (i) that the Licensed Materials are the proprietary and confidential information of Conviva; (ii) to keep confidential and protect the Licensed Materials from unauthorized dissemination (unless otherwise approved by Conviva in writing) and use with the same degree of care that you use to protect your own like confidential information but, in no event, less than a reasonable degree of care; and (iii) not to use the Licensed Materials for any reason other than specified in these Terms.

• You may not transfer or assign your license rights to any other person in any manner (by assignment, operation of law or otherwise) unless you have obtained written consent from Conviva. If you attempt to transfer or assign any of your license rights without Conviva’s consent, the transfer or assignment will be ineffective, null, and void (and you will be in material breach of these Terms).

• Free Trials. Conviva may offer Services on a free trial basis (“Free Trial”) for a period of time specified at Conviva’s discretion, or if none stated, then thirty (30) days starting from the date you have been activated for the applicable trial. If Conviva offers you a Free Trial, the specific terms of the Free Trial will be provided at the time of signup and/or in the promotional materials describing the Free Trial (if any). Your Free Trial is subject to the terms provided therein and the terms of this Agreement. Conviva reserves the right to modify or terminate the Free Trial at any time, with or without notice, and in its sole discretion.

THE SERVICES AND CONVIVA CONFIDENTIAL INFORMATION, INCLUDING WITHOUT LIMITATION THE LICENSED MATERIALS, ARE PROVIDED "AS IS" AND CONVIVA MAKES NO WARRANTY EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SAME AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

CONVIVA'S TOTAL LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS AND YOUR ACCESS TO AND USE OF THE SERVICES AND CONVIVA CONFIDENTIAL INFORMATION, INCLUDING WITHOUT LIMITATION THE LICENSED MATERIALS, SHALL NOT EXCEED ONE THOUSAND US DOLLARS ($1,000). NOTWITHSTANDING THE FOREGOING, IF YOU USE OUR SERVICES ON A FREE TRIAL BASIS, THEN CONVIVA’S TOTAL LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS AND YOUR ACCESS TO AND USE OF THE FREE TRIAL SERVICES SHALL NOT EXCEED ONE HUNDRED US DOLLARS ($100). UNDER NO CIRCUMSTANCES SHALL CONVIVA BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING IN ANY WAY OUT OF THESE TERMS OR YOUR ACCESS TO OR USE OF THE SERVICES OR CONVIVA CONFIDENTIAL INFORMATION, INCLUDING WITHOUT LIMITATION THE LICENSED MATERIALS, HOWEVER CAUSED, WHETHER ARISING UNDER A THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR OTHERWISE), INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

As mentioned in Section 3 above, Conviva reserves the right to terminate any and all of the Services, and the license to any and all of the Licensed Materials, provided to you or anyone else under these Terms at any time for any or no reason and shall give you notice thereof. In addition, Conviva also reserves the right to suspend or terminate the program under which it provides any or all of the Services and/or Licensed Materials generally to its customers and/or licensees for any or no reason. Upon termination, you shall, at Conviva’s discretion, destroy or return to Conviva all Licensed Materials and other Conviva confidential information, including all copies thereof, whether in written or other tangible form, provided to you pursuant to these Terms. You shall provide Conviva with written notice of such return or destruction within thirty (30) days following any such termination.

7. CONVIVA PROPRIETARY RIGHTS

All contents of the Services, including but not limited to the logo, design, text, libraries, software development kits, software, configurations, graphics, Licensed Materials, other files, and their selection and arrangement and any related pricing information, are the confidential information of Conviva and belong to Conviva and/or its suppliers, affiliates, or licensors. Conviva or its licensors own and reserve all right, title and interest in and to the Services and all hardware, software and other items used to provide the Services, other than the rights we expressly grant to you to use the Services and Conviva confidential information. No title to or ownership of any proprietary rights related to the Services or Conviva confidential information is transferred to you pursuant to these Terms. You acknowledge and agree that any misuse of the Services or Conviva confidential information shall be deemed a material breach hereof. If you provide comments, suggestions and recommendations to Conviva about a Service (e.g., modifications, enhancements, improvements) (collectively, "Feedback"), you are automatically assigning this Feedback to Conviva.

8. ACCEPTABLE USE POLICY

You agree you will not, nor will you encourage others or assist others, to harm the Services or use the Services to harm or harass others. For example, you must not use the Services to harm, threaten, or harass another person, organization or Conviva and/or to build a similar service or website. You must not: (a) damage, disable, overburden, or impair the Service (or any network connected to the Services); (b) resell or redistribute the Services or any part of it; (c) use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities; (d) use any automated process or service (such as a bot, a spider, or periodic caching of information stored by Conviva) to access or use the Services; (e) use the Services beyond the features allocation and amounts provided in that Service or in violation of our fair use policy; or (f) use the Services to violate any law or distribute malware.

As part of our efforts to protect the Services, protect our customers, or to stop you from breaching these Terms, we reserve the right to block or otherwise prevent you from using the Services if we reasonably suspect that fraud, corporate espionage or other unauthorized access or use is associated with your Conviva account or use of the Services, for any reason, whether or not due to your fault.

9. PRIVACY

a. In order to operate, provide and improve our Services, we collect certain information about you. We explain the types of information we collect, including how its stored, used, processed and protected in our Privacy Policy. You acknowledge your use of the Services is subject to our Privacy Policy.

With the use of certain Services, we may also collect data elements that, whether alone or in combination, may be Personal Information. We handle Personal Information only as outlined in the terms of our agreements with our Customers (where applicable), these Terms and our Privacy Policy.

If you collect, access or view Personal Information through your use of the Services, you acknowledge and agree that you are responsible for treating all Personal Information consistent with Data Protection Laws. Through the use of the Services, you also acknowledge and agree that you will not share or disclose Personal Information for any purpose other than the purpose for which the Services are intended and that you have obtained all necessary consents and authorizations to allow Conviva to collect, process and store Personal Information.

b. Additional terms for the United Kingdom or EU Country Members

(i) Sections 9(b)(i), 9(b)(ii), 9(b)(iii) and 9(c) apply in the event that an EU Directive and Legislation, the GDPR, UK GDPR and/or DPA 2018 apply(ies) to these Terms and/or the Services provided hereunder. If Conviva processes Personal Information on your behalf for purposes of you receiving Services, as between you and Conviva, you are the data controller and Conviva is the data processor in relation to the processing of any such Personal Information. Conviva shall: (i) only process Personal Information for the duration of the Agreement; (ii) only process Personal Information on your behalf to provide the Services; (iii) only process Personal Information on and in accordance with your instructions and as set forth in this Agreement; (iv) keep Personal Information confidential and ensure that appropriate technical and organizational measures are taken to protect against the accidental, unauthorized or unlawful destruction, loss, alteration, access or disclosure of such Personal Information; (v) not transfer Personal Information outside the EEA” to countries whose laws the European Union has acknowledged do not ensure an adequate level of data privacy protection, without your prior written consent; (vi) not transfer Personal Information outside the United Kingdom to countries whose laws the United Kingdom has acknowledged do not ensure an adequate level of data privacy protection, without your prior written consent; (vii) delete or return the Personal Information according to your instructions (except to the extent that Conviva is required to continue to store the Personal Information); (viii) ensure that all its personnel who have access to Personal Information are subject to obligations of confidentiality when processing such Personal Information; (ix) promptly inform you if any Personal Information is (while within the Conviva’s possession or control) subject to a Personal Information breach (as defined in the Data Protection Laws); (x) provide you and any DP Regulator all information and assistance necessary to demonstrate compliance with the obligations in this Agreement; and (xi) permit your chosen independent auditor (at your sole cost) to access any relevant premises, personnel or records of Conviva on no less than 30 days prior written notice to audit and verify compliance with Conviva’s data protection obligations under this Agreement.

For purposes of Section 9(b), the parties acknowledge and agree that the provision of the Services may involve a transfer of Personal Information processed in accordance with the GDPR from you to Conviva, its Affiliates (if any) and Third-Party Subprocessors engaged in the provision of the Services and located outside the EEA (“ex-EEA Transfer”). In respect of such ex-EEA Transfers and where no Alternative Adequate Level of Protection applies, Section 9(b)(ii) shall apply and each party shall maintain records of all processing operations under its responsibility that contain at least the minimum information required by the Data Protection Laws, and (iii) shall make such information available to any DP Regulator on request. For purposes of Section 9(b), the parties acknowledge and agree that the provision of the Services may involve a transfer of Personal Information processed in accordance with the UK GDPR and the DPA 2018 from you to Conviva, its Affiliates (if any) and Third-Party Subprocessors engaged in the provision of the Services and located outside the United Kingdom (ex-UK Transfer”). In respect of such ex-UK Transfers and where no Alternative Adequate Level of Protection applies, Section 9(b)(iii) shall apply and each Party shall maintain records of all processing operations under its responsibility that contain at least the minimum information required by the Data Protection Laws, and shall make such information available to any DP Regulator on request.

In the event of any conflict or inconsistency between this Terms and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail to the extent of that conflict or inconsistency.

In respect of any ex-EEA Transfers or ex-UK Transfers, the following supplementary measures shall apply: (i) Conviva represents and warrants that, at the time of the transfer, it has not received any formal legal requests from any government intelligence agencies in the country to which the relevant Personal Information is being exported, for access to (or for copies of) Personal Information that has been transferred to Conviva pursuant to these Terms ("Government Agency Requests"); (ii) if, after the date of these Terms, Conviva receives any Government Agency Requests which concerns Personal Information, it will (unless prohibited by law from doing so) inform customer in writing as soon as reasonably practicable and customer and Conviva shall (as soon as reasonably practicable) discuss and determine (as permitted under law) whether all or any transfers of Personal Information pursuant to these Terms should be suspended in the light of the such Government Agency Requests; and (iii) customer and Conviva will meet at the customer’s reasonable request as necessary to review whether: (a) the protection afforded by the laws in which Conviva is located to data subjects whose Personal Information is being transferred is sufficient to provide broadly equivalent protection to that afforded in the EEA and the UK; (b) additional measures are reasonably necessary to enable the transfer to be compliant with the Data Protection Laws; and (c) it is still appropriate for Personal Information to be transferred to Conviva, taking into account all relevant information available to the parties, together with guidance provided by the DP Regulators.

(ii) Ex-EEA Transfers.

a. The provisions of this Section (ii) shall apply only in respect of Personal Information which is subject to the regulation of the GDPR.

b. The ex-EEA Transfer shall be governed by the EU SCCs and references in the EU SCCs and in this Section 9(b)(ii) to the data exporter shall be customer and references to the data importer shall be Conviva.

c. Table 1 of the UK SCCs shall be completed as follows:

(i) The parties’ details shall be the parties and their affiliates to the extent any of them are involved in such a transfer, including those set forth in Annex 1 of this Agreement.

(ii) The Key Contact shall be the contacts set forth in Annex 1 of this Agreement.

d. Table 2 of the UK SCCs shall be completed as follows: the Approved EU SCCs referenced in Table 2 shall be the EU SCCs as set forth in Section 9(b)(ii) of this Agreement.

e. Table 3 of the UK SCCs shall be completed as follows: Annexes 1A and 1B shall be set forth in Annex 1 of this Agreement. Annex II shall be set forth in Annex 2 of this Agreement. Annex III shall be set forth in Annex 3 of this Agreement.

f. Table 4 of the UK SCCs shall be completed as follows: Conviva may end this Section 9(c) as set out in Section 19 of the UK SCCs.

c. Additional Definitions.

“Affiliate” means an entity that is controlled by, controls or is under common control with a party, where “control” means the direct or indirect ownership of more than fifty percent (50%) of the shares or interests entitled to vote for the directors thereof or the equivalent, for so long as such entitlement exists, or equivalent power over management thereof.

“Alternative Adequate Level of Protection” means: (i) the country where Conviva or a Third-Party Subprocessor is located is recognized by the European Union (if the Personal Information is transferred from the EEA) and/or the United Kingdom (if the Personal Information is transferred from the United Kingdom) to have an adequate level of protection of personal data as described in the Data Protection Laws; or (ii) Conviva or the Third-Party Subprocessor has fully implemented binding corporate rules which provide adequate safeguards as required by the Data Protection Laws; or (iii) Conviva or the Third-Party Subprocessor has implemented any other similar program, or appropriate safeguards that are recognized by the European Union (if the Personal Information is transferred from the EEA) and/or the United Kingdom (if the Personal Information is transferred from the United Kingdom) or by the Data Protection Laws or applicable DP Regulator as providing an adequate level of protection.

“Data Protection Laws” means any laws and regulations applicable in any relevant jurisdiction relating to privacy or the use or processing of data relating to natural persons, including without limitation: (a) any state or federal laws or regulations in the United States including without limitation the CCPA; (b) EU Directive 2002/58/EC (as amended by 2009/139/EC) and any legislation implementing or made pursuant to such directive, including (in the UK) the Privacy and Electronic Communications (EC Directive) Regulations 2003; (c) GDPR; (d) UK GDPR; (e) the DPA 2018; and (f) any laws or regulations ratifying, implementing, adopting, supplementing or replacing GDPR, UK GDPR and/or the DPA 2018; in each case, to the extent in force, and as such are updated, amended or replaced from time to time.

“DPA 2018” means the Data Protection Act 2018 in the UK.

“DP Regulator” means any governmental or regulatory body or authority with responsibility for monitoring or enforcing compliance with the Data Protection Laws.

“EEA” means the European Economic Area.

“EU SCCs” means the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data in countries not otherwise recognised as offering an adequate level of protection for personal data by the European Commission (as amended and updated from time to time).

“Ex-EEA Transfer” means as defined in Section 9(b)(i).

“Ex-UK Transfer” means as defined in Section 9(b)(i).

“Personal Information” means data or information that, alone or in combination with other data or information collected, received or processed by the Services, is considered “personal data,” “personal information,” “personally identifiable information” or other such similar term as defined under the applicable Data Protection Laws, including but not limited to Credentials.

“Standard Contractual Clauses” means the EU SCCs and/or the UK SCCs.

“Third-Party Subprocessors” means the sub-processors listed on Conviva’s website at https://www.conviva.com/conviva-subprocessors/.

“UK GDPR” means the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 in the UK.

“UK SCCs” means the United Kingdom Information Commissioner’s International Data Transfer Addendum to the EU Commission Standard Contractual Clauses, Version B1.0, in force 21 March 2022.

In these Terms, the terms “data subject“, “personal data“, “data controller“, “data processor” and “processing” shall have the meanings set out in the applicable Data Protection Laws

10. MISCELLANEOUS

You must comply with all domestic and international laws and regulations that apply to your use of the Services. The prevailing party in any litigation in connection with these Terms shall be entitled to an award of reasonable attorneys’ fees and costs. If, for any reason a court of competent jurisdiction finds any provision of these Terms, or portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of these Terms will continue in full force and effect. These Terms shall be governed by and construed under the laws of the State of California, USA, without regard for its conflict of laws principles. In no event shall these Terms be governed by the United Nations Convention on Contracts for the International Sale of Goods. These Terms and the applicable Customer Agreement (if any) constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements and representations, oral or written, express or implied, regarding such subject matter.

Conviva_Terms of Use_v5.0

ANNEX 1

A. LIST OF PARTIES

1. Data exporter(s):

Name: As set out in the Order Form (or as otherwise notified in writing by the data exporter).

Address: As set out in the Order Form (or as otherwise notified in writing by the data exporter).

Contact person’s name, position and contact details: As set out in the Order Form (or as otherwise notified in writing by the data exporter).

Activities relevant to the data transferred under these Clauses: Data exporter’s online video services are integrated with the data importer’s software and services.

Signature and date: Executed in accordance with the first paragraph of these Terms.

Role (controller/processor): Controller.

2. Data importer:

Name: Conviva Inc.

Address: 989 E. Hillsdale Blvd., 4th Floor, Foster City, CA 94404, USA.

Contact person’s name, position and contact details: Bradley M. Kancigor, General Counsel, +1 (650) 401-8282, legal@conviva.com

Activities relevant to the data transferred under these Clauses: Data importer provides software products and SaaS-based services for analyzing and optimizing the quality of data exporter’s online video streaming services.

Signature and date: Executed in accordance with the first paragraph of these Terms.

Role (controller/processor): Processor.

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred:

Data exporter’s end users that use data exporter’s online video services that are integrated with the data importer’s services, and, for the data importer’s Social Insights services, data exporters’ end users that post videos and other content on social platform services, from which data importer obtains data and analytics via API calls.

Data exporter’s employees that log into the data importer’s website to access the data and analytics computed by the data importer’s services.

Categories of personal data transferred:

Data exporter’s end users: IP addresses and, at data exporter’s discretion, viewer and/or subscriber identifiers (such as viewer ID, subscriber ID, household ID and profile ID), device advertising identifiers (such as Google Advertising ID (GAID), Apple ID for Advertising (IDFA), Roku ID, Samsung ID and Vizio ID), geolocation information (such as latitude, longitude and cell tower ID), and other personal data related to data exporter’s end users’ use of data exporter’s online video services, and, for data importer’s Social Insights services, the captions, comments and/or tweets that contain personal data, and other personal data and/or identifiers related to data exporter’s use of the social platform services.

Data exporter’s employees: website login credentials including name, email address and password.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

Not applicable.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).

Data will be transferred on a continuous basis as required by the data exporter to receive the data importer’s services.

Nature of the processing

The Conviva Insights Service provided by the data importer is a passive, statistical analytics solution, with Conviva Insights software libraries and/or APIs integrated by data exporter as a plug-in to data exporter’s video player(s). This service enables quality of Video into video playback on data exporter’s video players. When a video stream is initiated, the data importer software computes raw technical information at the player level into service statistics and transmits these service statistics to the data importer’s SaaS platform, for data exporter to view in data importer’s front-end interface, Pulse, according to certain metrics and filters. The service statistics are initially identified to an IP address on initiation of the video stream. The IP address is deleted after it is anonymously converted to an instance ID number, which is randomly generated and cannot be related back to the IP address, unless otherwise requested by the data exporter. The IP address is not stored in any persistent storage.

The Conviva Social Insights Service provided by the data importer is an analytics solution that provides consumption and audience intelligence for video playback on social platforms. Through API calls to social platforms (including Facebook, Instagram, YouTube, Twitter and Snapchat), metrics and metadata are obtained regarding videos posted by data exporter on these social platforms.

The Conviva Precision Service provided by the data importer is an active solution, with Conviva Precision software libraries and/or APIs integrated by the data exporter as a plug-in to data exporter’s video player(s). This service optimizes quality of experience of video playback on data exporter’s video player(s) using the Insights service statistics. Such optimization occurs by choosing a suitable CDN provider and optimal bitrate and resolution for the video playback under current technical and other circumstances prevailing at the time in the relevant ecosystem.

Data exporter’s employees may access the applicable service statistics, metrics and metadata by securely logging into the data importer’s website. Such login credentials include name, email address and password.

Purpose(s) of the data transfer and further processing

The purpose of the data transfer and further processing is for the data importer to provide software products and SaaS-based services as described above and in the Customer Agreement.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

The data importer retains personal data collected from the data exporter in connection with its use of Conviva’s services, such as account login information, for as long as the data exporter’s account is active or as needed for the data importer to provide the services to the data exporter. If any personal data is collected from the data exporter’s end users (such as IP addresses and viewer ID numbers), then the data importer will retain this personal data for up to thirteen (13) months after collection, unless otherwise directed by the data exporter and/or as needed for system backup archival use. More information about Conviva’s Data Access and Retention Policy can be found in the help drop-down menu of Conviva’s Insights web portal.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

The data importer uses various sub-processors to support the processing carried out as described above.

C. COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13: The supervisory authority of the EU Member State in which the data exporter is established.

ANNEX 2

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Description of the technical and organizational security measures implemented by the data importer in accordance with the Standard Contractual Clauses:

• The data importer (Conviva) manages and maintains its internal systems, processes, security and system alerts pursuant to industry best practices and is ISO/IEC 27001:2013 certified. All personal data collected by the data importer is transmitted over SSL and stored using logical separation for each Customer. Encryption is used to transmit data from endpoint devices to the data importer. The only ports open for inbound data are HTTP (80) and HTTPS (443) for the data importer’s SaaS application. Requests to the HTTP endpoint are redirected to the HTTPS endpoint to enforce client security. Any personal data stored in the database is encrypted utilizing AES encryption and SHA-256 hashes where possible. Industry best practice access controls, both physical and virtual, are maintained by the data importer and its vendors for data center hosting and data access. Administrative access is performed over SSH using private keys, and/or SSL for web portals, using passwords. Administrator accounts are granted only to those who need privileged access and revoked once it is no longer needed. Further, the data importer’s website used to access its SaaS application employs industry best practices for secure authentication. User access is via single sign-on and multi-factor authentication, built in a high-availability configuration, and passwords are converted to irreversible and unique hashes.

• In addition, the data exporter (Customer) shall cooperate with the data importer in establishing a password or other procedures for verifying that only designated employees of the data exporter have access to any administrative functions of the data importer’s services. The data exporter will be responsible for maintaining the security of its account, passwords (including administrative and user passwords), files, and for all uses of the data exporter’s account. The data exporter shall not share with any third party (other than its Affiliates) any such account or password without the prior written consent of the data importer.

• Additional details regarding Conviva’s security measures can be found at https://www.conviva.com/security/

ANNEX 3

LIST OF SUB-PROCESSORS

The controller has authorized the use of the sub-processors listed at https://www.conviva.com/conviva-subprocessors/.