AUDIENCEPLAY SEGMENT MONETIZATION TERMS OF USE

By using the AudiencePlay PrimeX or Prime Marketplace services (collectively, the “Service”) from Digitalkites PTE Limited (“us” or “we”), you accept and agree to be bound by DigitalKites Terms of Use (our “Terms of Use”) and Privacy Policy as well as these AudiencePlay Segment Monetization Terms of Use (these “Additional Terms”). Terms capitalized but not otherwise defined in these Additional Terms shall have the meanings ascribed to them in our Terms of Use. If there is any conflict between our Terms of Use and these Additional Terms, these Additional Terms shall prevail.

1. PrimeX and Prime Marketplace.

The Service permits you to upload Audience Data to the AudiencePlay platform (i) for its addition to a pool of aggregated Audience Data submitted from several customers (the “PrimeX”) and/or (ii) so you can market the Audience Data to the clients of our AudiencePrime service or to other third parties (in either case, “Clients”) as further provided herein. The service described in clause (i) is referred to herein as “PrimeX” and the service described in clause (ii) is referred to herein as “Prime Marketplace”.

2. Segmentation.

When you upload Audience Data to the Service, you may have the ability to create market segments from that Audience Data to permit more efficient sale of the Audience Data to Clients through the Service or the Prime Marketplace, as applicable. We may, but are under no obligation to, assist you with the segmentation process, and we reserve the right to implement fees for such assistance. Any such fees will be displayed on the Services.

3. Data Sharing and Monetization.
a. PrimeX.

If you use PrimeX, we will attempt to monetize the data in the Data Pool by selling such data to Clients, either directly or through data exchange platforms, on a market segment basis or on any other basis as we see fit that is not inconsistent with our Terms of Use or these Additional Terms. We make no guarantee as to whether we will be able to monetize your Audience Data uploaded on the Service. If and when we do monetize data from the Data Pool, we will apportion the revenue among the Customers whose data was monetized based on the number of Digital Identifiers attributable to each Customer in the relevant data set. If the data is exported to other data service providers, we may, at our sole discretion add a markup of up to 20% of the cost of the data (“Markup”) to the data price.

b. Prime Marketplace.

If you use Prime Marketplace, you will have the ability to set the price payable by Clients for access to and use of the Audience Data you upload to the Service (the “Price”). While the Service may offer pricing or other guidance to assist you in listing your Audience Data on the Service, we are not liable, and you agree not to hold us responsible, for any damages or losses relating to any such guidance. If the data is exported to other data service providers, we may, at our sole discretion add a markup of up to 20% of the cost of the data (“Markup”) to the data price.

4. License.
a. PrimeX.

By uploading Audience Data to the Service and using PrimeX with respect to such Audience Data, you grant us a nonexclusive, universal license to use, display, copy, modify, transmit, create derivatives from, supplement, and commercialize the Audience Data in a manner that does not identify you as the source of such Audience Data to: (i) combine the Audience Data with data uploaded by other Customers to create market audience segments (“Audience Segments”); (ii) market the Audience Segments to Clients and license the Market Segments to Clients for their use in marketing; (iii) use the Audience Data and Audience Segments in our AudiencePrime service or other database; (iv) create derivative works from the Audience Data or Audience Segments; and (v) analyze and report the results of any activities conducted under this paragraph.

b. Prime Marketplace.

By uploading Audience Data to the Service and using Prime Marketplace with respect to such Audience Data, you grant us a nonexclusive, universal license to use, display, copy, modify, transmit, create derivatives from, supplement, and commercialize the Audience Data to: (i) market the Audience Data to Clients and license the Audience Data to Clients for their use in marketing; (ii) create audience market segments from the Audience Data; (iii) use the Audience Data in our AudiencePrime service or other database; (iv) create derivative works from the Audience Data; and (v) analyze and report the results of any activities conducted under this paragraph.

5. Dashboard.

As part of the Service, you will have access to a dashboard or other account page (“Dashboard”) that will permit you to view the performance of your Audience Data on the Service, including any amounts payable to you thereunder. If you use PrimeX, your Dashboard will also allow you to view the Audience Data we are sharing with clients and any market segments into which the Audience Data has been placed.

6. Revenue Sharing and Payment.

In consideration of your use of the Service and any other services we provide in accordance therewith, we will retain, as a service fee, any Markup plus fifty percent (50%) of all other revenue we generate from your Audience Data through the Service. The remaining revenue we generate from your Audience Data through the Service (“Your Earnings”) will be calculated monthly in arrears and posted on your Dashboard within 75 days of the end of the relevant calendar month (the “Earnings Report”). Your Earnings become payable only when the aggregate of unpaid Earnings exceeds $100 (the “Threshold”); otherwise, the Earnings roll over onto the next Earnings Report. You agree to review Earnings Reports each month and to dispute any calculations in an Earnings Report within 30 days of the Earnings Report being published, and you further acknowledge that your failure to dispute an Earnings Report within that time frame will constitute your irrevocable acceptance that the Earnings Report is true and correct.

When your Earnings exceed the Threshold, you can request payment by submitting an invoice to us for the amount of the unpaid Earnings (an “Invoice”). If we receive your Invoice on or before the 7th of the month, we will pay the Invoice on or before the 15th of the same month. If we receive an Invoice after the 7th of the month, it will be paid in the next month.