This Customer File Addendum (the “Addendum”) modifies and amends that certain Activation Services Agreement (the “Agreement”) by and between Resonate Networks Inc., with its principal offices at 11720 Plaza America Drive, 3rd Floor, Reston, VA 20190 (“Resonate”), and the customer who executes an order (“Customer”) for Activation Services to be provided by Resonate (each, an “Order Form”). This Addendum is effective on the date on which Resonate and Customer execute an Order Form for the Activation Services. Capitalized terms used without definition in this Addendum shall have the meanings ascribed to them in the Agreement.
WHEREAS Resonate and Customer have entered into one or more Order Forms for the Activation Services;
WHEREAS, as part of the Activation Services, Customer shall provide to Resonate certain customer files that identify target audiences for the Ads (“Customer Files”); and
WHEREAS, the parties seek to deliver Ads to the Third Party-owners of Network Properties, including without limitation Facebook (each, a “Site Owner”) in compliance with such Site Owner’s terms and conditions.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree that the following is added to the Activation Services Agreement;
XV. Site-Owner Required Terms. Where Customer uses the Activation Services in connection with targeted advertising on Facebook:
a. Customer warrants that: (i) all Customer Files are provided in compliance with applicable foreign and domestic federal, state and local laws and government rules and regulations (including any laws, directives or regulations relating to privacy, consumer protection, databases, data collection or data transfer), proper notice and consent for the collection and use of such Customer Files and its own privacy policies; (ii) it has procured all rights and licenses, and has all power and authority, necessary to provide such Customer Files to Resonate, and grant the rights granted to Resonate in this Agreement without requiring the additional consent of any third party; and (iii) the Activation Services and any output or reports therefrom shall not be used to advertise, sell, or exchange any illegal or illicit products or services, including pornography, illegal drugs, or illegal weapons.
b. Customer acknowledges and agrees that: (i) its media buys and resulting campaigns with Site Owners are subject to separate terms and conditions between Customer and such Site Owner, including Facebook’s Advertising Guidelines as currently accessible at https://www.facebook.com/policies/ads/; and (ii) each Site-Owner, including Facebook, is an intended third party beneficiary with respect to the provisions of this Section XV, with the right to enforce its terms directly against Customer.