Master Services Agreement
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- ANIMAX BROADCAST JAPAN INC. (“Media Company”
- MEDIA COMPANY INFORMATION
- Three (3) Years general description of services provided
- Animax Proper
- Creative
- Display Creative
- Intellectual Property Rights
- Month
- Services
- Web Site
- Platform
Master Services Agreement This MASTER SERVICES AGREEMENT (the “Agreement”) is made by and between VIDEOLOGY MEDIA TECHNOLOGIES PTE LTD (“VMT”) having its principal place of business at 36 Duxton Hill, #04-01 Singapore, 089614, a Singaporean private company, and ANIMAX BROADCAST JAPAN INC. (“Media Company”), a Japanese corporation having its principal place of business at 1-11-1, Kaigan, Minato-ku, Tokyo and is effective as of the “Effective Date” set forth below. VMT and Media Company shall each individually be referred to as a “Party” and together constitute the “Parties.”
general description of services provided Advertising Technology and Platform Services In consideration of the mutual promises contained herein, the Parties hereto agree as follows: 1. Definitions. In addition to those definitions set forth elsewhere in this Agreement, the following capitalized terms shall have the meanings set forth below: “Ad Code” means scripts, tags, or other code provided by VMT that are designed to communicate with servers designated by VMT and request transmission from those servers of Creatives selected by VMT in its sole discretion. “Ad Inventory” means space on, within or associated with content on Media Company’s Digital Media or syndicated by Media Company to other third parties all as approved by VMT for the display of Creatives. “Animax Properties” means those certain Animax branded properties designated by Animax in Exhibit C, as amended and revised from time to time by Animax, and delivered to personal computer devices (“Online”), mobile or tablet devices (collectively, “Mobile”), over-the-top-television devices (“OTT”), and other designated Internet connected devices. “Creative” means, as applicable, a Video Creative or Display Creative. “Daily Cap” means 30 million Impressions per day. “Digital Media” means Media Company’s owned or controlled properties and includes the Animax Properties, Web Sites, Mobile Inventory, Inventory and any other inventory in which Internet-enabled video and/or display content may be provided to consumers for their consumption, such as smart/connected TV, gaming consoles and set-top boxes, in Media Company’s sole discretion. “Display Creative” means a Display Advertising Creative as defined in the IAB’s Display Advertising Creative Format Guidelines. “Impressions” means the number of times a Creative is served to, and received by, a visitor viewing Media Company’s Ad Inventory, as measured by VMT. “Intellectual Property Rights” means all trade secrets, patents and patent applications, trademarks, service marks, trade names, copyrights (including rights in computer software),, moral rights, rights in know-how and any and all renewals or extensions of the foregoing, and all other proprietary rights, and all other equivalent or similar rights which may subsist anywhere in the world, including any renewals or extensions thereof. “Media Company Material” means all Media Company Confidential Information, Digital Media, Media Company trademarks and all other proprietary materials provided by Media Company or a Media Company Affiliate to VMT hereunder. “Mobile Inventory” means images, videos or other digital assets intended for display on mobile devices (such as mobile telecommunications devices or tablets) via Web Sites and mobile applications. “Month” means each calendar month, or portion thereof, during the Term. “Monthly Cap” means 300 million Impressions per Month. “Services” means those services to be provided by VMT as described in this Agreement. “Services” means those services to be provided by VMT as described in this Agreement. “Territory” means Japan. The parties may add territories during the Term by mutual written approval of such territories. “User Data” means non-personally identifiable data collected by Media Company or by VMT from or about users of any of the Animax Properties that identifies such users as having been on, or interacted with, the Animax Properties, in connection with users’ interactions with Creatives displayed on the Animax Properties, including data relating to the display, delivery and performance of advertising on the Animax Properties. “Video Creative” means a Linear Video advertisement, and any Non-linear Video or Companion advertisement as defined in the IAB’s Digital Video In-Stream Ad Format Guidelines and Best Practices. “VMT Material” means all VMT Confidential Information, VMT trademarks, the VMT Platform, and all other proprietary materials provided by VMT or a VMT affiliate to Media Company hereunder. “VMT Platform” means VMT’s system of servers, software and technology developed and licensed by VMT through which Media Company provides and manages its Ad Inventory on its Digital Media. “Web Site” means one or more (X)HTML document(s), images, videos or other digital assets hosted by one or more web servers, available via the Internet. 2. Scope of Agreement. This Agreement and any Addenda set forth the terms and conditions under which VMT will provide Services to Media Company within the Territory. 3. Responsibilities; Restrictions 3.1 Responsibilities. 3.1.1 Appointment. Media Company hereby appoints VMT as its third-party representative to market and sell Creatives for display on (i) the Animax Properties to users located in the Territory during the Term and (ii) Media Company’s Mobile Inventory and Web Sites from the Effective Date until June 30, 2014. Media Company reserves the right to use up to fifteen percent (15%) of the inventory for display of house advertisements. VMT will use its commercially reasonable efforts to solicit and sell Creatives on the Animax Properties, Mobile Inventory and Web Sites, and to maximize the rates therefor. VMT may include Media Company as part of a bundle of entertainment sites representing various audience packages or site categories in its sales efforts and that VMT has access to the inventory. VMT will not provide advertisers with any guaranteed placement on the Animax Properties, Mobile Inventory or Web Sites, or in any particular placement within the Animax Properties, Mobile Inventory or Web Sites, or in connection with any specific show or feature film displayed on the Animax Properties, Mobile Inventory or Web Sites, without Media Company’s prior consent during the sales process in each instance, and Media Company shall make commercially reasonable efforts to respond to such requests. VMT may also sell against the various genres or categories of audio video content on the Animax Properties, Mobile Inventory or Web Sites, such as action, comedy and horror, as made available to VMT. VMT will undertake its obligations in accordance with highest industry standards and in compliance with all applicable laws and regulations. 3.1.2 Non-Exclusive. Media Company hereby appoints VMT for the responsibilities and obligations set forth in Section 3.1.1 above on a non-exclusive basis. 3.1.3 JIAA Standards. Creatives will be made available for sale by VMT in conformance with the Japan Internet Advertising Association (“JIAA”) standards including, with respect to rich media Creatives and video Creatives, the JIAA’s guidelines located at http://www.jiaa.org/guideline.html or such other formats and standards as mutually agreed upon between the parties, but at a minimum standards that are representative of market standards for the Animax Properties. VMT will not sell Creatives for display on the Animax Properties other than in conformance with such standards and specifications without Media Company’s prior written consent. 3.1.4 Sales Rules. 3.1.4.1 Cooperation. VMT will coordinate with Media Company staff or Media Company’s designees on a continual basis to manage inventory of ads, type of inventory, insertion order issues, and the like. Further, each Party agrees to cooperate and use good faith efforts to improve the addressability of the type of inventory covered by this Agreement. Media Company agrees to discuss with VMT any roll outs of new devices and analogous technologies, and to make good faith efforts to include VMT in Media Company’s discussions with Media Company’s technology partners for the purpose of further developing the services contemplated under this Agreement, including ad serving and tracking, and the improvement of addressability. 3.1.4.2 Pricing. VMT agrees to pay for Impressions on the Animax Properties as set forth in the table below (“Net CPM Fees”), on a Monthly basis:
VMT may not barter or otherwise exchange Creatives on the Animax Properties for non-monetary consideration, provided that the foregoing shall not preclude VMT from delivering “house ad” Impressions or make-good Impressions. Creatives may be sold on cost-per-action, cost-per-click or other basis; provided that Media Company will not be liable for the performance of such ads. VMT acknowledges and agrees that certain Animax Properties and devices cannot support such performance based ads. 3.1.4.3 Impression Commitment. During each Month, Media Company shall provide VMT with up toapproximately the number of Impressions set forth in the table below (the “Monthly Impressions”) for the Animax Properties; provided that the Monthly Impressions shall , to be delivered in an amount not to exceed athe dDaily cCap and Monthly Cap unless otherwise agreed in writing by both Parties.
All Monthly Impressions will be capable of being delivered using VAST tags, will include start and completion pings (“VAST Compliant”), shall only be delivered by Media Company, within video players that are 300x250 or larger, with sound defaulted to “on” and shall not include ability for the user to skip or fast-forward through the Creative. VMT shall have the opportunity to acquire Impressions in excess of the Monthly Impressions Cap by bidding on such Impressions. Prior to the start of each calendar month, Media Company will inform VMT of the number of additional Impressions available to VMT. Within five (5) business days of notice of the available additional Impressions, VMT will have the option to provide notice of its intention to accept all, some or none of such Impressions (“Additional Impressions”). The parties agree that the acceptance of such Additional Impressions may be adjusted upon the agreement of the parties and subject to availability and that any Additional Impression accepted by VMT during a particular Month shall be added to, and included with, any Monthly Impressions (and any Additional Impressions) already delivered by VMT for such Month. The CPM Fees set forth in Section 3.1.4.2 shall apply to all Additional Impressions. All Impressions that are declined by VMT are exempted from the provisions of this Agreement. 3.1.4.4 Impression Scheduling. Media Company agrees to provide VMT with Media Company’s policies regarding the scheduling of advertisement breaks and to provide VMT with written notice of changes to the scheduling of such advertisement breaks, to include presentation or stacking of multiple Creatives per break, provided that, in no event shall Media Company schedule more than three (3) Creatives to be delivered per advertisement break. 3.1.4.5 Delivery Reporting. Each Party will provide delivery reports to the other Party or such Party’s designees describing by each “placement” (such as OTT Property) and the number of Impressions delivered. VMT’s reporting will be made available to Media Company via VMT’s reporting UI, in a format that can be summarized by time period, and can include Impressions, click-through rates and amounts earned, as defined by Media Company when using the reporting UI. All billings and revenue amounts in such reports will be stated in Japanese Yen. Additionally, each Party’s reports will be provided in a form and format mutually agreed by the parties, including via an online, real-time reporting dashboard if available, and, to the extent such reporting is automated, will be provided no less frequently than on a daily basis, or, if such reporting is not automated, then the parties shall work in good faith to determine the appropriate frequency. 3.1.4.6 Terms and Conditions of Sales. All sales made by VMT will be made through written agreements (including email) and/or insertion orders containing terms and conditions that are consistent with the terms and conditions of this Agreement (“Sales Contracts”). VMT will not make any statements, representations or warranties, whether orally or in writing, that are false, misleading or otherwise inconsistent with the terms and conditions of this Agreement. Media Company reserves the right to approve any marketing or promotional materials utilized by VMT in connection with the sale of Creatives on the Animax Properties, provided that VMT may, without Media Company’s prior approval, (a) disclose the fact that inventory for the placement of Creatives on Animax Properties is available as part of VMT’s inventory offerings; and (b) sell, promote or market the right to provide Creatives on the Animax Properties in VMT’s standard marketing decks, along with other web sites and inventory providers, but only on a non-guaranteed, as-available basis, unless otherwise agreed to by Media Company in writing. 3.1.4.7 Billing and Payment; Make-Goods. VMT will be solely responsible for all billing, collection and administrative matters in connection with its advertisers and will undertake its obligations hereunder at VMT’s sole expense. VMT will be solely responsible, and Media Company will not be liable, for any make-goods, refunds or other liability or obligations due or owed by VMT to its advertisers because of the under-performance or under-delivery of any Creatives on the Animax Properties. Media Company and VMT agree to be jointly responsible for any make-goods or refunds due or owed by VMT for any sponsorship or guaranteed placement approved by Media Company in advance in writing and sold by VMT. Media Company agrees to work with VMT to address on a reasonable basis issues related to tracking and reporting on the Animax Properties that may not match third-party tracking data. 3.1.5 Commissions. VMT will be solely responsible for commissions paid to its employees or agents in connection with the sale of Creatives displayed on the Animax Properties. Media Company will have no liability for such sales commissions or any other costs incurred by VMT or its employees or agents in connection with the sale of Creatives. 3.1.6 Technical Integration. Subject to Media Company’s obligations that the Monthly Impressions be VAST Compliant and VMT’s agreement to serve Creatives into certain types of Animax Properties, throughout the Term, VMT will ensure, at its sole expense, that its systems and all Creatives sold by it for display on the Animax Properties function properly and interoperate with all ad serving systems and functionality (including, without limitation, ad calls, inventory management, ad insertion, and sales management reporting) used by Media Company or its third-party ad serving providers on the Animax Properties as may be specified by Media Company or such providers during the Term. 3.1.7 Insurance. Throughout the Term, VMT will comply with the insurance obligations set forth in Exhibit 3 attached hereto and incorporated herein by this reference. 3.2 Restrictions. 3.2.1 Ad Inventory Restricted Placement. Media Company shall not place Creatives or Ad Code (1) within Ad Inventory that can be embedded or syndicated, unless the Digital Media on which such embedded or syndicated content will be displayed has been approved in advance by VMT; or (2) in Digital Media that contains, promotes, references or has links to: (i) false, misrepresentative, libelous, defamatory, pornographic, or obscene content or materials; (ii) software piracy (warez, cracking, etc.), hacking, phreaking, emulators, ROM’s, or illegal MP3 activity; (iii) illegal activities, deceptive practices or violations of the intellectual property or privacy rights of others, or (iv) content promoting the abuse of drugs and/or alcohol. 3.2.2 Restricted Advertisers. VMT will only sell Creatives for display on the Animax Properties in any of the advertising categories listed in Exhibit 2, or for any of the restricted advertisers listed in Exhibit 2 in accordance with the restrictions and requirements of Exhibit 2, as such Exhibit 2 may be updated by Media Company from time to time by written notice to VMT; provided, however, that if such list is updated without the consent or approval of VMT, VMT may revise the Monthly Impressions in a manner to reflect the reduced sales opportunities. 3.2.3 Right to Reject. Media Company reserves the right to reject or block the display of any advertisement (a) that Media Company reasonably determines violates Section 3.2.2, (b) if Media Company receives one or more regulatory inquiries with respect to such advertisement or otherwise determines that such advertisement could expose it to liability under applicable law or regulation or (c) that is inconsistent with the public image, goodwill or reputation of Media Company or its affiliates as determined by Media Company in good faith. Upon notice of rejection by Media Company, VMT will use commercially reasonable efforts to promptly remove such advertisement from the Animax Properties. In addition, Media Company may also notify VMT of its intention to reject or block the display of any advertisement on an individual ad campaign basis by informing VMT via biweekly pipeline or via Media Company provided “block” lists (together, the “Block List”). The parties agree the Block List may be amended by Media Company one time each calendar quarter, no later than the last day of the second month of the calendar quarter, to be effective as of the first day of the next calendar quarter; provided that, in any event, the Block List may never include (i) an advertiser for which VMT has already booked Creatives to run on the Animax Properties prior to receiving notice from Media Company to include such advertiser on the Block List; and (ii) more than a total of five (5) advertisers on the Block List at any time during the Term. In the event VMT reasonably determines that Media Company is in violation of Sections 3.2.3(i) or (ii) above, such violation shall be deemed a material breach of the Agreement and, in any event, VMT shall be relieved of Monthly Impression commitment set forth in Section 3.1.4.3 for any month in which such material breach occurred or continues to occur. 3.2.4 Impression Guidelines. Media Company shall use commercially reasonable efforts to remove ad serving from specific content on the Animax Properties deemed inappropriate for certain target audiences by VMT in its reasonable and good faith discretion. Directory: sony -> docs -> 03 03 -> Legal Dept -> Corporate%20Legal -> Former%20Staff%20Directories -> TFreed -> Crackle Crackle -> Confidential draft term sheet Crackle -> Company Name: crackle, inc. Address: 10202 W. Washington blvd., Culver city, ca 90232 Effective Date Crackle -> Apple inc. Confidentiality agreement (Apple Discloses) Download 253.63 Kb. Share with your friends:
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