CrtVty Terms & Conditions – Policies for Our Video Advertising Services

Production Terms and Conditions

The advertiser, agency, or individual, (“Client”), as the case may be, contracting for creative and video production services(collectively “Services”) and CrtVty LLC. LLC d/b/a CrtVty (“CrtVty”) here by agree as follows:

1. Services and Materials

CrtVty shall provide and Client shall pay for the creative and video production and services (the “Services”) described on the CrtVty website as it represents the Work Order/Proposal/Service Agreement.
To the extent Client provides any materials to CrtVty for use in connection with the Services, including, but not limited to, video, audio, and script (the “Materials”), Client hereby grants to CrtVty and its parents, affiliates, subsidiaries, and their predecessors and successors, and each of their partners, officers, shareholders, directors, employees, and agents the perpetual, worldwide, non-exclusive, non-transferable, non-sublicensable, limited right and permission to use, copy, modify, edit, alter, change, reformat, publicly perform, exhibit, transmit, publish, republish, display, prepare derivative works, and distribute (collectively, “Use”), in whole or in part, the Materials in order to develop, create, exhibit, produce, or integrate the Materials for use in connection with the Services in any and all now known or hereafter existing uses, media platforms, means, and forms of exploitation for purposes of publicity or trade. To the extent Client is required to procure from a third-party the exclusive right and permission to Use such Materials, it shall be Client’s sole and exclusive responsibility to secure all such rights and permissions on behalf of CrtVty and, if applicable, cause to be executed Exhibit A, attached hereto.
Client production sessions may not continue past scheduled times, unless approved in advance by CrtVty. Client shall be responsible for payment of all Additional Fees (as defined below) and charges for production sessions which continue past scheduled times at CrtVty’s then current rates.
All rights in the material produced by CrtVty or under the creative leadership of CrtVty pursuant to this agreement, (including but not limited to intellectual property, master files, compressed files, raw video files, master tapes, work tapes, audio, visual and audio-visual works, literary works and compositions and any other production materials provided by CrtVty) shall remain the property of CrtVty. Except for Client’s use of the material produced by CrtVty pursuant to this agreement as a whole, solely in the form and for the purposes for which it was originally produced, Client shall have no right to use nor permit any other person or entity to use any of such material for any purpose whatsoever, without the prior written consent of CrtVty, email sufficing, which CrtVty may withhold in its discretion. CrtVty will retain a copy of broadcast files of the finished works for a period of up to six (6) months.
CrtVty will make available copies of files and materials to the client at CrtVty’s then current rates at CrtVty’s discretion provided Client account is in good standing at the time of the request. These materials are released with a limited license to the Client and are bound by any and all restrictions currently in place for CrtVty including licensing agreements and any form of release or remunerations due with or to third parties. Client can use said materials within the limits of those licenses for other valid legal uses as Client sees fit for advertising and self-promotions for Client for a period of two years.

2. Billing and Payments

Client shall be responsible for payment of all fees, charges, costs, expenses and taxes in connection with the Services, including, but not limited to, the production service fees set forth on the CrtVty website represented as the Work Order (hereinafter “Fees”).
Unless otherwise noted on the CrtVty website represented as the Work Order, the Fees listed on the CrtVty website represented as the Work Order are estimates. “Additional Fees” may include, but are not limited to: revisions beyond the(one) included in the initial cost at a rate of $350 per revision to video edit, $425 per Audio revision. An additional $1,995.00 if the (one) included revision extends beyond what is considered by CrtVty to more than fifty percent of the initial video service requested. CrtVty will adhere to the 3-5 business days to deliver the first draft video. Additional charges for time required due to Client’s failure to adhere to production scheduling or deadlines. The 3-5 day timeline does not apply to the time the Client takes to approve the video. The 3-5 days does not apply to time spent applying Client requested revisions.
Payment of the Fees set forth on the CrtVty website represented as the Work Order are due upon initial order of requested video services. All other Fees, including Additional Fees for revisions, shall be due upon request of revisions.
Fees not paid when due shall be subject to an administrative charge of the lesser of 1.5% or the highest interest rate permitted under applicable law. Client shall reimburse CrtVty for amounts incurred in connection with collection activities, including, but not limited to, collection agency charges and costs, attorney fees and costs and court costs.
If Client is an advertising, marketing or media agency, the person, firm or corporation that authorizes such advertising, marketing or media agency to contract for the Services shall be liable for all such payments and fees in the event of default by advertising, marketing or media agency. Such advertising, marketing or media agency and the person, firm or corporation that authorizes such advertising, marketing or media agency to contract for the Services shall be jointly and severally liable for all payments due CrtVty hereunder.

3. Cancellation

Client agrees to a Refund of the full amount of the Fees stated on the CrtVty website represented by the Work Order minus twenty five (25%) as a cancellation Fee if order is canceled between 24-48 hours of the initial order. Client agrees to a Refund of the full amount minus fifty percent (50%) of the Fees stated on the Work Order (plus any fees incurred by CrtVty for any outside services) in the event Client cancels the Services after receiving the first initial (proof) of the TV Commercial/Video. CrtVty will Refund the Client 100% minus transaction fees of the full order amount if cancelling within 24hrs. CrtVty reserves the right to waive cancellation charges at its sole discretion.

4. Third Party Permissions

To the extent Client is required to procure on CrtVty’s behalf

The right and permission to use, reuse, license others to use, publish, republish, photograph and record a third-party’s name, image, movements, or voice (“Likeness”),
The right and permission to use certain real property for the purpose of photographing, recording, and videotaping scenes, both exterior and interior, for film or video production, and/or
A release from liability for any personal injuries, death, or damages to any third-party, it shall be Client’s sole and exclusive responsibility to secure such rights and permissions and cause to be executed Exhibits B, C, and/or D, respectively, attached hereto.

5. Termination

CrtVty reserves the right, upon written notice, to cancel this contract upon default by Client of any of the terms hereof(including, but not limited to, failure to pay Fees in a timely manner) or in the event performance hereunder would violate any law, regulation, judgment, order or decree applicable to the CrtVty or Client. Upon such cancellation, all Fees for services rendered up to the date of cancellation and any Additional Fees incurred by CrtVty shall become immediately due and payable.
Client reserves the right to cancel this contract upon default by CrtVty of any of the terms hereof upon prior written notice.

6. Indemnification

Client shall indemnify, defend and hold CrtVty, its affiliates, employees, contractors and agents harmless from and against all claims, demands, debts, obligations or charges (including attorney fees and disbursements) which arise out of or result from (i) the use, transmission or distribution of Materials furnished by or on behalf of Client or furnished by CrtVty at Client’s direction for use in connection with the Services, (ii) CrtVty’s use of any third-party’s Likeness in connection with the Services, (iii) CrtVty’s use of any real property in connection with the Services, (iv) the bodily injury, sickness, disease, or death of any third-party in connection with the Services, and/or (v) any breach of any representation or warranty by Client under these Terms and Conditions. CrtVty will indemnify, defend and hold Client, its affiliates, employees, contractors and agents harmless with respect to all Materials furnished by CrtVty of its own accord. The indemnitee shall promptly notify and cooperate with the indemnitor with respect to any claim. The provisions of this paragraph shall survive the termination or expiration of this contract.
NOTWITHSTANDING ANYTHING IN THIS CONTRACT TO THE CONTRARY, IN NO EVENT SHALL CRTVTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS CONTRACT.

7. General

CrtVty’s obligations hereunder are subject to all federal, state and municipal laws and regulations now enforced or which may be enacted in the future.
This contract, including the rights under it, may not be assigned or transferred without first obtaining the consent of CrtVty in writing. Failure of CrtVty to enforce any of the provisions here in shall not be construed as a general relinquishment or waiver as to that or any other provision.
Notwithstanding any other provision in this contract to the contrary, CrtVty shall not be liable for any expenses or losses incurred by Client or any third party in the event CrtVty is unable to perform its obligations hereunder or is delayed in its performance by any act of God, public emergency, strike or labor disputes, law or act of government, judicial decree, mechanical breakdown, failure of facilities or any other cause beyond the reasonable control of CrtVty. Client’s sole remedies for CrtVty’s inability to perform its obligations hereunder shall be (i) production services equal in value to those agreed upon in the Work Order or (ii) a refund of any Fees paid by Client for the undelivered portion of the Services; provided, Client shall remain solely liable for all Fees incurred by CrtVty for any outside services.
CrtVty assumes no liability for loss or damage to Materials furnished by Client in connection with the Services.
This contract contains the entire agreement between the parties relating to the subject matter hereof, and no change or modification of any of its provisions shall be elective unless made in writing and signed by both parties.
Client agrees that any third party engaged by CrtVty to perform Services on behalf of CrtVty hereunder shall be a third-party beneficiary to these Terms and Conditions and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto.
This contract shall be construed in accordance with the laws of the jurisdiction in which CrtVty LLC is located.

As an authorized representative of the client, I agree to the terms and conditions listed above.

Advertiser Terms and Conditions

This agreement is by and between CrtVty, LLC, d/b/a CrtVty (“CrtVty”) and advertiser, agency, time-buying service, or other media placement service (collectively “Advertiser”) contracting for the distribution of advertisements, video assets, overlays, or other content or materials of any kind (collectively “Ad(s)”) via linear spot cable system (“System”), video on demand, websites that CrtVty or CrtVty affiliates own, operate, host, or distribute ads on (“Web Sites”), applications, mobile devices, and/or one or more demand-side platforms

(“DSP”) in inventory that CrtVty or CrtVty affiliates own, operate, host, or distribute ads on (each a “Platform,” and, collectively, “Platforms”) pursuant to one or more insertion orders (each, an “IO”) or campaign identifiers(each, a “Deal ID”). Advertiser and CrtVty hereby agree as follows:

1. Billing and Payments

Direct Campaigns. For campaigns purchased directly from CrtVty and not served via one or more DSP (“Direct Campaign(s)”),
1. CrtVty will issue invoices to Advertiser monthly, using the standard broadcast month or calendar month, or at the conclusion of a campaign as applicable, subject to Section 4.
2. Advertiser shall pay each invoice in full within30 days after receipt without any deduction or right of set-of; provided, however, if CrtVty determines that Advertiser has an unsatisfactory credit history, CrtVty, in its sole discretion, reserves the right to require monthly payments in advance (“Advance”) of any scheduled distribution of Ads as a condition to CrtVty’s distribution and/or continued distribution of Ads. If CrtVty requires and Advertiser fails to make such Advance, CrtVty, in its sole discretion, may terminate Advertiser’s schedule for the upcoming month.
3. Upon Advertiser’s request, CrtVty, in its sole discretion, may include verification of performance with monthly invoices issued hereunder, but the furnishing and accuracy of such verifications shall not relieve Advertiser of its obligation to timely pay any such invoice. CrtVty shall not be liable to Advertiser for and makes no representations or warranties with respect to such verifications.
4. Other remedies notwithstanding, Invoices not timely paid as required by this contract shall be considered delinquent and shall bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) until paid in full. In the event Advertiser fails to make such payments, Advertiser and/or Ad Representative, will be jointly and severally liable for all amounts owed and reasonable expenses (including legal fees and other costs) incurred by CrtVty in collecting such amounts.
5. Notwithstanding anything herein to the contrary, if Advertiser is an agency, time-buying service or other media placement service acting on behalf of Advertiser and/or agency (or both as the case maybe) then all obligations of Advertiser hereunder, shall be joint and several obligations of such time-buying service, agency and other media placement service as the case may be.
6. Failure of an agency, time-buying service or other media placement service to receive adequate funds from an Advertiser does not relieve such agency, time-buying service or other media placement service from the obligations to timely pay all amounts due to CrtVty hereunder. Similarly, payment by an Advertiser to its agency or time-buying services or other media placement service, as the case may be, or payment by an agency to a time buying service or other media placement service, shall not constitute or otherwise excuse full and timely payment of all amounts due to CrtVty hereunder.

Programmatic Campaigns. For digital campaigns that are served via one or more DSPs (“Programmatic Campaign(s)”), payment may be made via Advertiser’s DSP. In the event Advertiser does not make such payments to the collecting DSP, CrtVty shall have the right to seek such payments directly from Advertiser.

2. Termination

Termination for Convenience:
1. CrtVty reserves the right to terminate this contract or an IO or Deal ID, or to reject, cancel, terminate, or suspend any Ad at any time, for any reason whatsoever. Upon termination or suspension, all amounts owed CrtVty hereunder and not paid shall become immediately due and payable.
2. For Programmatic Campaigns that are not guaranteed, Advertiser may cancel the distribution of Ads at any time, for any reason whatsoever. Upon termination or suspension, all amounts owed here under and not paid shall become immediately due and payable.
3. For Direct Campaigns and Programmatic Campaigns that are guaranteed, Advertiser may cancel the distribution of Ads only upon 14 days’ prior written notice to CrtVty, elective no earlier than 14 days after the commencement of distribution of Ads under this contract.

Termination for Cause:
1. Advertiser may cancel the distribution of Ads if CrtVty is in material breach of its obligations hereunder and fails to cure such breach within 10 days of Advertiser’s written notice, except as other wise stated in this contract with regard to specific breaches. This paragraph not with standing, Advertiser may not cancel a non-cancellable IO or Deal ID that is accepted on a guaranteed basis.
2. If Advertiser cancels all or any portion of this contract or an IO or Deal ID, or if CrtVty cancels this contract or an IO or Deal ID for cause due to a breach by Advertiser, all discounts shall be void and rates on the then-current rate card will apply. If CrtVty cancels this contract other than for cause due to a breach by Advertiser, Advertiser shall have the benefit of the same discounts that it would have earned had it been allowed to complete the contract or IO or Deal ID.
3. If Advertiser cancels any special promotion, contest, sponsorship, sweepstakes or other service provided to Advertiser by CrtVty or CrtVty affiliates, at CrtVty’s sole discretion, any related discounts for Ads shall be void and rates on the current rate card shall apply.

3. Ad Materials

Advertiser hereby grants to CrtVty a worldwide, non-exclusive, limited, sub-licensable right to distribute, reproduce, copy, reformat, digitize, cut, adapt, compress, transcode, display, perform and technologically manipulate an Ad, in each case as reasonably necessary in order to distribute or serve the Ads as ordered by Advertiser, or to comply with any applicable law, regulation or court order.
For Programmatic Campaigns, Ads cannot promote products in the following categories without prior written consent from CrtVty:
1. alcohol products;
2. gambling products or services;
3. professional services (e.g., lawyers, CPAs, dentists, insurance); and
4. pharmaceutical products that purport to treat any one or more of the following health issues or conditions: (A) cancer; (B) those that predominately affect or are associated with children that are not treated by over-the-counter (“OTC”) medications; (C) dementia, Alzheimer’s, or Parkinson’s; (D) drug and alcohol abuse and/or addiction; (E) mental health disorders (e.g., depression, anxiety, schizophrenia, anorexia/bulimia); (F) sexually transmitted diseases (e.g., HIV/AIDS, HPV); (G) smoking cessation; and (H) women’s reproductive health (e.g., infertility, pregnancy, pregnancy termination).

All Ads must comply with CrtVty’s Advertising Content Guidelines, which can be found at www.CrtVty.com/contentguidelines. In addition, Ads may not (i) spawn additional windows or messages beyond the original Ad; (ii) distribute adware, spyware, or viruses; (iii) auto-forward users’ browsers; (iv) resemble system dialogue boxes or error messages; or (v) intentionally obscure or falsify the source of the inventory or artificially inflate the volume of such inventory in any way.
Advertiser shall, at its sole expense, deliver or cause to be delivered, as applicable, the Ads and all materials for Ads, including, without limitation, artwork, copy, active URLs, and scheduling instructions (“Ad Materials”) to CrtVty in compliance with generally accepted standards of good practice and in accordance with specifications required by CrtVty.
For Direct Campaigns, Advertiser acknowledges that non-center-cut safe HD Ads may lose information displayed in the edges of an Ad.
If Advertiser fails to deliver Ad Materials to CrtVty by the deadline set by the relevant CrtVty market, CrtVty will use reasonable efforts to distribute Ads despite late delivery but shall not be liable for the failure to distribute Ads. Notwithstanding the foregoing, if Advertiser delivers Ad Materials late, CrtVty may bill Advertiser for the media purchased pursuant to the IO.
Notwithstanding anything in this contract to the contrary, all Ads (including those distributed using a video ad serving template (VAST) tag) provided by Advertiser are subject to CrtVty prior approval and publisher restrictions and guidelines, including standards and practices and consumer protection statutes. CrtVty may, without restriction or liability, reject or refuse to distribute any Ad or Ad Materials that CrtVty deems in its sole discretion to be illegal, unsatisfactory, unsuitable or contrary to the public interest, in violation of these Terms and Conditions, or for any reason whatsoever. CrtVty shall attempt to so notify Advertiser and, regardless of whether Advertiser furnishes satisfactory Ad Material or Ads in a sufficient amount of time in advance of distribution as determined by CrtVty, may bill Advertiser for the time reserved.
All decisions to accept Ads are subject to reconsideration at any time and an Ad’s flight may be suspended, including, for example, if new facts are presented to or ascertained by CrtVty that undermine any substantiation submitted with such Ads or CrtVty receives a cease-and-desist request.
All VAST tags are subject to regular review by CrtVty. In the event Advertiser, without seeking CrtVty’s prior approval, replaces an Ad being distributed using a VAST tag with another Ad using the same VAST tag, CrtVty may, in its sole discretion and without restriction or liability, reject or refuse to distribute the Ad.
Advertiser will not place any pixels on any Ads without CrtVty’s prior review and approval, which approval may be provided in CrtVty’s sole discretion.
Advertiser acknowledges that other content, tools or information provided by CrtVty or third parties may appear on the screen over the Ad or Ad Materials, including, without limitation: (i) navigational content appearing during processes such as program selection, ordering and playback; (ii) Emergency Alert System information that CrtVty is obligated by law to display; and (iii) any content, tools or information that a publisher or viewer could cause to be displayed on screen through interactive media or otherwise. CrtVty and CrtVty affiliates may copy and store the Ad during the distribution thereof as CrtVty deems appropriate to optimize the performance of CrtVty content distribution on the Platforms.

4. Rates and Charges

CrtVty reserves the right to increase its rates at any time without notice; provided, however, that with respect to IOs or Deal IDs which have been accepted by CrtVty prior to such rate increases, no such increases shall be applied to Ads distributed under an IO or Deal ID for 30days after written notification to Advertiser.
Advertiser may contract for distribution of Ads of various lengths subject to CrtVty’s rate card and only with prior CrtVty approval.
Advertiser will pay all non-recoverable out-of-pocket costs incurred in connection with any Ads, promotion, contest, sweepstakes or other service provided to Advertiser by CrtVty or CrtVty affiliates.
CrtVty may invoice Ads based on performance data provided by a third party or CrtVty. CrtVty specifically disclaims and makes no representations or warranties of any kind, express or implied regarding the performance data.
In the event a multichannel channel video programming distributor (“MVPD”) participating in an Interconnect ceases carrying a network on which an Ad is scheduled to be distributed, CrtVty may invoice Advertiser pro rata based on the number of subscribers to which the Ad was distributed.

5. Distribution Issues; Substitutions

In the event an IO or Deal ID references delivery of a certain number of impressions, CrtVty will use commercially reasonable efforts to: (A) deliver the number of impressions set forth in the IO or Deal ID and (B) deliver the impressions starting with the start date and ending with the end date set forth in the IO. CrtVty will maintain impression delivery statistics and Advertiser acknowledges that impression delivery statistics provided by CrtVty are the official and definitive measurements of CrtVty’s performance on any impression delivery obligations provided in an IO, and no other measurements or usage statistics (including those of Advertiser or any third party) shall be accepted by CrtVty or have any effect on an IO or Deal ID. In the event the impressions referenced in an IO or Deal ID are delivered prior to the end of the term of an IO or Deal ID, CrtVty may cease distribution of the Ads. The number of impressions set forth in an IO or Deal ID will be deemed delivered if at least 90% of the impressions are delivered. If there is a shortfall in delivery of impressions of more than 10% at the end of any specified period, CrtVty may, in its sole discretion, provide, as Advertiser’s sole remedy, “make good” impressions in the same or a comparable manner or class of time, or alternatively CrtVty may provide a corresponding credit for subsequent Ad distribution.
If CrtVty fails to distribute Ad(s) or deliver impressions as specified in an IO or Deal ID due to public emergency or necessity, force majeure, restrictions imposed by law, acts of God, labor disputes, mechanical or electronic breakdowns, or any reason other than Advertiser’s failure to deliver Ad Materials by respective deadline, CrtVty shall, in its sole discretion, offer Advertiser: (i) comparable commercial announcement time on a substitute basis; or (ii) a reduction in the time charges equal to the amount of money proportionally assignable to such Ads not distributed or impressions not delivered.
If, for any reason, all or a portion of an Ad is not distributed in accordance with the IO, CrtVty may provide a “make good” for such Ad in the same or a comparable manner or class of time, or alternatively CrtVty may provide a corresponding credit for subsequent Ad distribution.
Ads scheduled in programs following events which run beyond their normally scheduled time (such as feature films, sports or special programing of any kind), or Ads scheduled in programs which are interrupted for any reason may be automatically rescheduled within the delayed or interrupted program without prior notice to Advertiser and will be billed at the rate as if the event had concluded at is normal time or there had been no interruption.
Advertiser’s purchase of advertising time on a network may, but does not necessarily, include the purchase of advertising time on duplicate or alternative feeds of such network (or other feeds offered on alternative channel locations, or advertising time distributed on time-shifted basis).
CrtVty makes no representations or warranties to Advertiser with respect to distribution schedules for Ads that are distributed in high-definition feeds. Any verifications of performance delivered by CrtVty hereunder may apply to Ad schedules that run in standard definition feeds or high-definition feeds, as applicable and in CrtVty’s sole discretion. If ahigh-definition feed is not simulcast with the corresponding standard definition feed, then Ads will not run at the same time in both feeds. Advertiser acknowledges and agrees that regardless of whether a high-definition feed is simulcast with the corresponding standard definition feed, Ads distributed in high-definition feeds may not be able to be distributed with the corresponding Ads in standard definition feed. Except as otherwise agreed by CrtVty in writing, distribution of Ads in the standard definition feed as ordered by Advertiser shall satisfy CrtVty’s obligations hereunder.

CRTVTY MAY NOT HAVE THE CAPABILITY TO INSERT ON HD SIMULCAST NEWORKS. AUDIENCE ESTIMATES FOR HD PROGRAMMING ARE NOT ADJUSTED FOR NON- INSERTION.

CrtVty makes no representations or warranties to Advertiser with respect to distribution schedules for Ads that are distributed on Interconnects that include satellite zones in Mountain and Pacific time zone markets. For these markets, the airtime for the satellite homes may occur up to 45 minutes on either side of the invoice run time. The invoiced run time represents the airtime for the cable homes in the market.

6. Interactive Platforms

In connection with customers and potential customers obtained by means of Ads on interactive platforms, Advertiser will: (a) use the contact information provided by CrtVty’s subscribers (“Subscriber”) solely for the purposes of providing such Subscribers with communications they have specifically opted-in to receive, provided that when a Subscriber is given the option to opt-in, Advertiser shall (i) clearly inform the customer regarding the uses to which such contact information shall be made, and (ii) make reasonably available to such customer the privacy policies to which such information shall be subject; (b) not disclose, sell or share any personally-identifiable Subscriber information to any third party; (c) be solely responsible to respond to all Subscriber inquiries promptly and efficiently; (d) comply at all times with CrtVty Subscriber and Advertiser’s customer contact guidelines, if any; (e) ensure that any Subscriber who requests a “do not call” “do not email” or equivalent listing is immediately removed from all call or email lists and follow-ups; (f) cease all contact with any Subscriber immediately upon request from such Subscriber or CrtVty; (g) transmit all contact data securely and keep all contact data in a secure environment and otherwise be respectful and protective of Subscribers privacy in all respects; (h) not contact Subscribers utilizing an auto dialer or similar technology or a prerecorded message; (i) make any required disclosures of costs that may be incurred by Subscribers who receive text messages or calls to mobile phones; and (j) comply with all other applicable carrier, network and CrtVty guidelines. In addition, communications made by Advertiser to Subscribers in accordance herewith (A) shall only promote the products and services of Advertiser for which a Subscriber has expressly requested to be sent such communications, and (B) shall not include any advertisement, sponsorship or promotion of or by any party other than Advertiser. Further, any communications between Advertiser and Subscribers or potential Advertiser customers are subject to the reasonable approval of CrtVty. Nothing in the foregoing shall prevent Advertiser from creating lists of, or to market to, customers who have independently contacted Advertiser regardless of whether they had previously used any of CrtVty’s Platforms.

7. Ad Data; Reports

CrtVty may collect, retrieve, retain, analyze, store and otherwise use certain information and/or data relating to any one or more Ads or associated video or other content assets, including without limitation, information or data with respect to numbers of views, viewing trends or durations, time shifting or usage statistics, impressions, clicks, interactions subject to Section 6 above, or any other information or data reflecting the success, performance, response rates or patterns of Subscriber behavior relating to Ads or associated video or other content assets of any kind (collectively “Ad Data”). CrtVty may provide to Advertiser post-log reports or analytics and insights based on aggregated Ad Data on its own or in combination with third-party or advertiser first-party data (collectively, “Reports”).
Except as otherwise agreed by CrtVty, CrtVty shall have no obligation to provide Advertiser with any Reports or Ad Data of any kind relating to any one or more Ads. To the extent CrtVty does provide Advertiser with Reports or Ad Data as set forth above, CrtVty shall use commercially reasonable efforts to deliver such Reports or Ad Data to Advertiser in accordance with industry standards, but CrtVty does not warrant the accuracy of any such Reports or Ad Data.
If CrtVty provides Advertiser with Ad Data or Reports, such Ad Data or Reports constitute CrtVty’s Confidential Information and shall be subject to Section 11 below. In addition, Advertiser shall not (i) share Ad Data or Reports with any third parties or disclose Ad Data or Reports to the general public; (ii) combine any Ad Data or Reports received by it with any other data or information; (iii) use such Ad Data or Reports for any purpose other than the evaluation of Advertiser’s advertising campaign on CrtVty Systems; (iv) re-identify or attempt to re-identify an individual; or (iv) use such Ad Data or Reports for a discriminatory purpose or in a manner contrary to law. Additionally, Advertiser shall use commercially reasonable security controls to safeguard any Ad Data or Reports provided by CrtVty.

8. Indemnification / Limitation of Liability

Advertiser shall, to the fullest extent permitted by law, indemnify, defend, and hold CrtVty and CrtVty affiliates harmless from and against any and all claims, suits, actions, damages, liabilities, judgments, losses, assessments, interest charges, penalties, costs, and expenses (including, attorneys’ fees and disbursements) arising out of or relating to: (i) the creation or production of Ads provided and/or authorized by Advertiser; (ii) the distribution of the Ads, the content or subject matter of the Ads, the Ad Materials,, including, without limitation, any Ad or Ad Materials that infringe, misappropriate, or violate the rights of any third party, IP or otherwise, violate applicable law or regulations, or give rise to any claim or cause of action or results in actual damages or losses; (iii) any breach or alleged breach by Advertiser of this contract or any of Advertiser’s representations or warranties hereunder; and (iv) any third-party claims related to the use of any data provided by Advertiser, including, but not limited to Advertiser Data (as herein after defined).
Not withstanding anything in this contract to the contrary, the sole remedies available to Advertiser for any claims arising out of: (i) a breach of this contract by CrtVty or its affiliates; (ii) the negotiation or performance of this contract; or (iii) the distribution by CrtVty or its affiliates of the Ads or Ad Materials provided by or on behalf of Advertiser shall be: (y) substitute distribution of Ads or Ad Materials or related material at a subsequent time in the same or comparable manner or class of air time; or (z) are fund of amounts paid by Advertiser for the unfulfilled portion of this contract, in the sole discretion of CrtVty.
IN NO EVENT SHALL CRTVTY OR CRTVTY AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, GOOD WILL, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS CONTRACT OR BE SUBJECT TO EQUITABLE REMEDIES OR INJUNCTIVE RELIEF.

9. Representations and Warranties

Advertiser represents and warrants that: (i) Advertiser has the right to enter into this contract and the power and all authorizations necessary to conclude this contract for and on behalf of the Advertiser; (ii) Advertiser has, at its sole expense, secured all necessary licenses, rights, releases, consents and clearances required in connection with such distribution on the Platforms, including, but not limited to, copyright performance and music synchronization rights (including without limitation through to the viewer music performance rights) with regard to all Ads and Ad materials; (iii) the Ads do not violate any federal, state or local laws, statutes, ordinances, or regulations and codes; (iv) Ads are not defamatory, libelous, pornographic, obscene, or otherwise unlawful; (v) Advertiser has the sole right, title, and interest in or has written permission to make use of the name, logos, and trademarks of the entity under which Advertiser advertises and does business; (vi) Advertiser has a reasonable basis for all claims made within the Ads, possesses appropriate documentation to substantiate such claims, and shall fulfill all commitments made in its campaigns, and that all product information it provides is truthful, accurate, and complete, and is not misleading in any way; (vii) all Ads comply with applicable network, carrier, and CrtVty content guidelines;(viii) Advertiser shall not use CrtVty’s short code or keywords except as permitted by CrtVty in connection with the applicable IO; (ix) all Ads are free of viruses, bombs, bots, and other computer routines that may damage or expropriate any CrtVty data or system; (x) Advertiser shall not use or retain any data collected through the Platforms, or otherwise received from CrtVty except as necessary for delivery (for clarification, the foregoing precludes, among other things, Advertiser from retargeting or remarketing covered site users on other websites); (xi) Advertiser shall not use the Ads to place any Flash local shared objects or other types of client-side storage on the computer of a covered site user, except for HTTP cookies; and (xii) Advertiser shall comply with all laws in connection with its receipt and use of CrtVty information and exercise of its rights under this contract.
For the provision of Advertiser Data:
1. Advertiser represents and warrants that: (A) any data (including data collected by way of a pixel or a cookie) provided by Advertiser or its respective service providers to CrtVty, its affiliates, or any third party including, but not limited to, any DSP for any purpose whatsoever, including, but not limited to defining or identifying a target segment, facilitating the delivery of data-informed and/or addressable advertising, or providing post-campaign measurement or analytics(“Advertiser Data”): (I) has been collected in accordance with all laws and privacy policies, (II) the use of such Advertiser Data by CrtVty will not violate any laws or the rights of any third parties; (III) Advertiser has the rights (including any necessary consumer consents) to collect, use, transfer, and disclose the Advertiser Data for the purpose for which it is being provided including the services contemplated herein, and (IV) the collection or use of data arising from an Ad is done in compliance with Advertiser’s privacy policy, applicable Law, and any applicable industry self-regulatory principles or rules that may be applicable to Advertiser; (B) it shall not use targeting criteria or create segments based on any categories of data in a manner that (w) would violate applicable Law, (x) would deliver what a reasonable person would determine to be offensive, prejudiced or insensitive advertising content, or(C) absent CrtVty’s written approval, it will not use targeting criteria or create segments using any data related to race or ethnicity, health or medical information, negative financial status, credit score, Social Security numbers, tax identification numbers, driver’s license numbers, sexual orientation, religious or philosophical beliefs, union membership, interest or participation in an adult activity (e.g., gambling, alcohol purchase or consumption, gun ownership), the existence of health insurance, immigration status, or any information that is not used to facilitate an internal match. To the extent CrtVty reasonably believes that Advertiser is using targeting criteria that would be in violation of this section or is likely to result in a Negative Effect (as hereinafter defined), CrtVty shall provide notice to Advertiser and the parties shall discuss in good faith a potential resolution, if any. For purposes of this Section, “Negative Effect” means a material or substantial adverse effect on a party’s business (“Affected Party”) as a result of the following: (y) performance of this contract would result in legal or regulatory liability or investigations or inquiries (including in relation to privacy issues) or violations of any applicable Law or (z) a reasonable person would believe that continuing the relationship under this contract would create an undue risk of damage to the Affected Party’s name, image, reputation, goodwill or proprietary rights.
2. Advertiser represents and warrants that it will remain responsible for providing all consumer notices, offering all required consumer choices, and honoring any applicable opt-outs related to the Advertiser Data. Advertiser acknowledges that CrtVty’s use of any data provided by Advertiser that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household or to a particular device (“Personal Information”), may be considered “sale,” “sharing,” and/or “targeted advertising” for purposes of all applicable laws and that Advertiser is responsible for removing all applicable opt-outs.
3. Advertiser represents and warrants that it will notify CrtVty in writing and wait for CrtVty’s affirmative authorization before disclosing, directly or indirectly, any information to CrtVty that includes sensitive data or sensitive personal information or was created based on sensitive data or sensitive personal information as defined by applicable law. Advertiser is responsible for ensuring that all sensitive data is designated using a method that is reasonably acceptable to CrtVty. CrtVty may decline to accept or otherwise use Segment Data at any time for any reason whatsoever.
4. Advertiser represents and warrants that it remains responsible for receiving, verifying, and responding to all consumer requests. CrtVty is not obligated (1) to re-identify any data that cannot be linked by CrtVty to a particular consumer or (2) to disclose or delete any information that is not maintained exclusively on behalf of Advertiser.
5. Advertiser represents and warrants that it will not provide any data from any website owned and operated by Advertiser (or a portion thereof) that is directed to children under the age of 13, as defined by the Children’s Online Privacy Protection Act and its associated rules.
If Advertiser is an agency, other media buying service or time-buying service acting on behalf of an advertiser and/or agency (or both, as the case may be) such agency, other media buying service or time buying services hereby represents, warrants and covenants that it has the authority from such advertiser and/or agency (or both as the case may be) to enter into this contract and to otherwise act as agent for such advertiser and/or agency (or both as the case may be) for all purposes hereof.
Advertiser hereby attests that (a) if Advertiser is an organization, it is based in the United States and is legally permitted to sponsor or pay for Ads in the United States, and (b) if Advertiser is an individual, he or she is a United States citizen or a lawfully admitted permanent resident of the United States.
For political Ads:
1. If Advertiser submits for online distribution any Ads purchased by independent expenditure committees that relate to ballot measures and candidates for state or local elections in the state of New York, Advertiser represents and warrants that it will comply with the following additional requirements: independent expenditure committees that purchase political Ads must self-disclose their status and submit to CrtVty a copy of their registration documents filed with the New York State Board of Elections. CrtVty reserves the right to impose additional restrictions with respect to other states.
2. If Advertiser submits for distribution any political Ads, Advertiser represents and warrants that it will provide the necessary information, documents, and records to CrtVty so that it is able to comply with applicable Law, including federal and state political advertising record-keeping and disclosure requirements.
CrtVty and CrtVty affiliates hereby disclaim any and all warranties, including, without limitation, any warranties of merchantability, fitness for a particular purpose, or other warranties arising by usage of trade, course of dealings, or course of performance. Without limiting the foregoing, CrtVty specifically disclaims any warranties relating to the effectiveness of any Ads distributed pursuant to this contract and does not guarantee any financial benefits to Advertiser by virtue of distributing Advertiser’s Ads. All reports and data provided by CrtVty hereunder or pursuant to any IO or Deal ID are provided ‘as-is’ without any warranties or representations of any kind. CrtVty does not warrant or guarantee customer response rates or the ability to convert responses into sales. CrtVty does not warrant or guarantee the profile or demographics of a respondent. CrtVty specifically disclaims and makes no representations and warranties of any kind, express or implied, regarding ratings and impressions estimates.

10. Subscriber Counts

CrtVty makes no representations or warranties to Advertiser with respect to the number or composition of: (i) Subscribers to whom an Ad actually may be distributed; or (ii) users who may view or access an Ad, as the case may be. The number and composition of Subscribers or users to a Platform is an estimate and will vary by networks, type of video feed, programming tier or package, geographic areas, and other circumstances, and may change at any time.
For Direct Campaigns:
1. Notwithstanding anything to the contrary in this contract or in any other materials reviewed by Advertiser, the number of Subscribers to which any Ad shall be deemed distributed for purposes of the contract shall be the applicable Subscriber counts for each applicable System. Under no circumstances shall CrtVty be liable to Advertiser in any way for any changes that may occur in the number or composition of Subscribers to any System (or other distribution platform)network tier or channel during the term of the contract or otherwise.
2. CrtVty may place Ads on behalf of third-party systems operators under an advertising interconnect or other agreement in effect for all or part of a Designated Market Area (“Applicable DMA”). In such event, CrtVty cannot guarantee that Ads ordered by Advertiser will be distributed to all Subscribers within the Applicable DMA. Advertiser hereby agrees that an order shall be deemed fulfilled if an Ad is distributed to at least 90% of CrtVty’s insertable Subscribers in the Applicable DMA.
3. ADVERTISEMENTS MAY BE VIEWABLE ONLY IN A PORTION OF THE GEOGRAPHICAL AREA COVERED BY THE INTERCONNECT OR SYSTEM HEADEND. CRTVTY MAY USE SEVERAL DIFFERENT ACCEPTABLE INDUSTRY STANDARDS FOR CALCULATING SUBSCRIBER NUMBERS AND CRTVTY’S METHODS MAY DIFFER FROM THOSE USED BY OTHER SYSTEM OPERATORS.

11. Confidential Information

CrtVty and Advertiser each agree to take commercially reasonable steps to protect all “Confidential or Proprietary Information” provided by one party to the other or obtained in the performance of this contract, and not to publish or disclose the other party’s Confidential or Proprietary Information to any third party without the other’s written permission. Advertiser will identify its Confidential or Proprietary Information in writing to CrtVty within 14 days of disclosure. CrtVty’s Confidential or Proprietary Information shall include all information that Advertiser should reasonably understand because of legends or other markings, the circumstances of disclosure, or the information itself, to be proprietary and confidential to the disclosing party regardless of whether such information is marked “Confidential.” CrtVty and Advertiser both agree to use the Confidential and Proprietary Information provided by the other solely for the purposes of performance under this contract and shall confine the knowledge of such Confidential or Proprietary Information only to its employees, agencies, and other representatives requiring such knowledge and use in the ordinary course and scope of their jobs. However, the receiving party may use or disclose information that is or becomes publicly available through no act of the receiving party, is already lawfully in its possession, is required to be disclosed by law, is independently developed by it, or is lawfully obtained from third parties. Advertiser shall not issue any press releases relating to this contract. CrtVty’s rates, personally identifiable information (“PII”) of Subscribers, and all response rates and other patterns of customer behavior associated with Ads constitute CrtVty “Confidential or Proprietary Information” pursuant to this paragraph. To the extent Advertiser receives PII from or about Subscribers, respondents to interactive functionality in Ads through the performance of its obligations under this contract, Advertiser will use such information solely for purposes of responding to or fulfilling the specific customer-initiated transaction (i.e., customer request for information) through which such information was obtained. As between CrtVty and the Advertiser, all PII and any data (including that Ad Data or other data contained in any reports provided by CrtVty) and used pursuant to an IO, or gathered or collected during delivery of an Ad, that identifies or allows identification of any Subscriber, or any content, context, or users of the foregoing, and any information entered or provided by users of any Web Sites or Subscribers are and shall remain the exclusive property of CrtVty (and be deemed its Confidential or Proprietary Information) and Advertiser shall not acquire any right, title, or interest therein. Advertiser shall not retain, use, or disclose such PII, data, or other Confidential or Proprietary Information for any other purpose unless it receives the customer’s separate prior written or electronic consent to do so. Advertiser agrees to display its privacy policy in a readily accessible and conspicuous location and to take reasonable steps to enable customers to access Advertiser’s privacy policy. Advertiser agrees to comply with all applicable privacy laws.

12. Additional Terms

CrtVty’s obligations hereunder are subject to all laws and applicable network, publisher and carrier guidelines, now enforced or hereafter enacted.
This contract, including the rights under it, may not be resold, assigned or transferred by Advertiser without first obtaining the written consent from CrtVty; nor may CrtVty be required to distribute the Ads hereunder for the benefit of any advertiser other than the party named on the IO or Deal ID. Any resale, assignment, or transfer prohibited hereunder shall be null and void.
Failure of CrtVty or Advertiser to enforce any of the provisions herein shall not be construed as a general relinquishment or waiver as to that or any other provision.
CrtVty shall exercise normal precautions in handling property provided by the Advertiser but assumes no liability for loss or damage to Ad Materials and other property furnished by Advertiser hereunder.
All production materials provided by CrtVty and used in Ads are and remain the exclusive property of CrtVty.
CrtVty shall only recognize agency commissions that conform to industry standards and practices and shall have no obligation to pay such commissions.
Audience estimates provided are prorated market-level impressions, adjusted based on each network’s ad-insertable households by Sys code. Sys code level Ad-Insertable Universe Estimates (AIUEs)for each network are based on quarterly Nielsen Universe Estimates and adjusted by the percentage of total system Subscribers capable of receiving advertisements. In cases where Nielsen does not provide Universe Estimates for the ad delivery mechanism of an MVPD, publicly disclosed Subscriber counts will be used. The information provided may be periodically updated by CrtVty.
Any ratings and impressions estimates provided by CrtVty are based on data provided by CrtVty or a third party and are for informational purposes only and may not be used for billing purposes. CrtVty’s spot and clearance information provided during a broadcast month is preliminary and may vary from final verifications and/or invoices.
This contract and any IOs or Deal IDs under this contract contain the entire agreement between the parties relating to the subject matter hereof, and no change or modification of any of its provisions shall be effective unless made in writing and signed by both parties.
Advertiser acknowledges and agrees that any entity that distributes an Ad sold by CrtVty hereunder shall be a third-party beneficiary of this contract and entitled to enforce rights granted to CrtVty hereunder directly against Advertiser.
This contract shall be interpreted, governed, and construed in accordance with the laws of the State of New York without regard to its principles governing conflicts of law. All disputes, controversies or claims that relate in any way to this contract, except collection proceedings brought by CrtVty or a collection agency designated by CrtVty related to fees owed by Advertiser to CrtVty, will be resolved by arbitration in Philadelphia, PA, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The award by the arbitrators shall be final and may be enforced in any court having jurisdiction. Further, no action, regardless of form, arising out of or relating to the transactions under this contract, may be brought by Advertiser more than 120 days after the occurrence giving rise to such action.
Nothing in this contract shall constitute a partnership or joint venture between the parties or constitute either Advertiser or CrtVty as the agent of the other for any purpose whatever.
If any provision of this contract is amended, invalid, illegal, or unenforceable in any jurisdiction, the remainder of this contract shall remain in full force and effect.
Advertiser agrees that CrtVty may respond to credit requests from third parties regarding Advertiser’s creditworthiness.
Advertiser agrees that CrtVty may identify it as an advertiser of CrtVty in client lists and other marketing materials.
In the event Advertiser contracts with CrtVty for the production of Ads, additional and separate terms and conditions shall govern that contract and can be found athttps://CrtVty.com/legal/production-terms-and-conditions.
Identity Verification. Advertiser must comply with CrtVty’s identity verification procedures in order to place political advertising on CrtVty’s digital properties. These procedures require Advertiser to provide the following information: organization name, address, phone number, email and federal tax identification number (i.e. FEIN) or Federal Election Commission (FED) identification number. In the absence of an FEIN or FEC ID number, Advertiser may provide a copy of its W-9 or IRS verification letter (CP575).
No Open Exchange. Advertiser acknowledges that CrtVty does not accept political advertisements on open exchange market places or open auctions without prior written approval.
The following provisions shall survive the completion, cancellation, or termination of this contract: Sections 7, 8, 9,10, 11, 12.

The person who executes this contract on behalf of Advertiser expressly represents and warrants that he/she has full and complete authority to do so, knowing that CrtVty intends to rely solely thereon. Upon execution of this contract, please return all pages of the same to CrtVty.