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Platform Terms of Service

EXHIBIT A: PLATFORM TERMS

WHEREAS, The Company is the developer and provider of an advertising platform to serve content and advertisements on websites and other Internet-accessible destinations (the "Platform"). Through the Platform, The Company offers certain services developed by or licensed to The Company, including among others the: (i) Ad Server, (ii) Ad Player, and (iii) Video Hosting (CDN) (each, a "Service" and collectively, the "Services"). The Services are made available for its customers to use on a Software-as-a-Service ("SaaS") in accordance with the terms stated herein ("Platform Terms");

WHEREAS, Customer wishes to subscribe to access and use those certain Services as specified in The Company's standard order form ("Order") accessed by the Customer online through a designated portal (the "Program") on a SaaS basis; and The Company wishes to provide a subscription to the Program and the Services to the Customer, all subject to the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. SUBSCRIPTION

1.1 AGREEMENT

These Platform Terms, all Orders executed by the Parties, and all schedules and documents referenced herein shall be collectively referred to as the "Agreement".

1.2 PROGRAM

Subject to the terms and conditions of this Agreement, The Company hereby grants Customer a non-exclusive, non-transferable right to access and use the Program and the selected Services, during the Term (as defined below), subject to Customer's compliance with any and all of the terms and conditions set forth in this Agreement, including without limitation, the full payment of the undisputed fees set forth in the Agreement.

1.3 DOCUMENTATION

The Company may make available certain Documentation to Customer to be used by Customer solely in connection with Customer's use of the Program during the Term. The Documentation shall be considered part of The Company's Confidential Information (as defined below). Unless context otherwise requires, the term "Program" shall include the Documentation. "Documentation" means The Company's standard user documentation, whether in hard copy, or in any electronic form or other media (generally made available by The Company to its Program customers), describing the use, features and operation of the Program.

2. SERVICES

In consideration of the full payment of the services fee(s) set forth in the Agreement (the "Services Fee"), The Company shall provide Customer with the Services selected in the Agreement. Customer hereby agrees to cooperate with The Company to enable the provision of the Services and comply with instructions provided by The Company to Customer in connection with The Company's provision of Services hereunder; and acknowledges that the provision of certain Services by The Company may be dependent on Customer providing the foregoing cooperation.

3. USE OF CUSTOMER ACCOUNT

A Customer account will be created in connection with Customer's use of the Program (the "Account"), to be accessed and/or used solely by employees, agents, clients, and independent contractors of the Customer who are explicitly authorized by Customer to use the Program and for whom subscriptions to a Program have been purchased (each a "Permitted User"). Customer acknowledges and agrees: (i) to keep and ensure that Permitted Users keep all Account login details and passwords secure at all times; and (ii) to promptly notify The Company in writing if Customer becomes aware of any unauthorized access or use of Customer's Account or the Program. Customer shall ensure that the Permitted Users comply with the terms of this Agreement and shall be solely responsible for any breach of this agreement by a Permitted User.

4. RESTRICTIONS ON USE

Customer shall only access the Program via the The Company designated web portal or API and in connection with Customer's Account. Customer must not, and shall not allow any Permitted User or any other third party to:

  • Circumvent, disable or otherwise interfere with security-related features of the Program or features that enforce limitations on use of the Program;
  • Violate or abuse password protections governing access to the Program;
  • Allow any third party to use the Program except as permitted herein;
  • Sell, rent, lease, license or timeshare the Program or use it in any service bureau arrangement;
  • Copy, modify, reverse engineer, decompile, disassemble or derive, or attempt to derive, the source code of, the Program or any components thereof;
  • Use the Program to develop a competing service or product;
  • Use any automated means to access the Program;
  • Interfere or attempt to interfere with the integrity or proper working of the Program;
  • Access, store, distribute, or transmit during the course of its use of the Services any Malicious Code or unlawful, threatening, obscene or infringing material;
  • Use the Program and/or the Services in a manner that would violate applicable data privacy laws or for any other unlawful purpose;
  • Use the Program in any other unlawful manner or in breach of this Agreement.

For the purposes of this Agreement, "Malicious Code" means software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system.

5. REPRESENTATIONS

5.1 MUTUAL REPRESENTATIONS AND WARRANTIES

Each Party hereto represents and warrants to the other Party that:

  • Such Party has the full right, power and authority to enter into this Agreement on behalf of itself and/or any other third party on its behalf as applicable, and to undertake to perform the acts required of it hereunder;
  • The execution of this Agreement by such Party, and the performance by such Party of its binding obligations and duties to the extent set forth hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound;
  • When executed and delivered by such Party, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its representations, warranties, terms and conditions;
  • Such Party shall conduct its business and perform hereunder in compliance with all applicable laws, rules and regulations.

5.2 CUSTOMER'S REPRESENTATIONS AND WARRANTIES

Customer represents and warrants that:

  • It shall take best commercial efforts to ensure that any content published or submitted by Customer, or on its behalf (including by any Permitted Users), to the Program or Services ("Customer Content") does not include or link to content that is sexually explicit, obscene, harassing, defamatory, illegal or misleading;
  • Customer Content does not violate or infringe upon the rights of any third party, including intellectual property, privacy or publicity rights;
  • It owns or has the necessary licenses, rights, consents and permission to publish/upload the Customer Content to the Program and/or Services;
  • It shall be solely responsible for any Customer Content it uploads to the Program and/or Services;
  • It shall ensure that the Services are not deployed or served in connection with or adjacent to any Objectionable Content.

5.3 THE COMPANY'S REPRESENTATIONS AND WARRANTIES

The Company represents and warrants that:

  • It is the sole owner of the Program and Services or has secured all necessary licenses, consents and authorizations for operation of the Program and Services;
  • The underlying technology of the Program and Services does not infringe any third-party intellectual property.

The Company is not responsible, in any way, for any third-party content submitted or made available via the Services.

6. DATA

Each Party agrees to comply with all relevant and applicable privacy policies, laws and regulations as they may change from time to time ("Relevant Privacy Regulations"). Each Party agrees to post on its respective website its privacy policy, which shall comply with the Relevant Privacy Regulations. Customer shall ensure that it provides any notice and obtains any consent necessary from its respective end users in connection with the deployment of the Services. Customer hereby allows The Company to collect Data through the embedment of the Services on its respective online properties. "Data" shall mean all data transmitted to The Company through the embedment of the Services, in accordance with The Company's privacy policy.

7. RIGHTS AND TITLE

The Program is licensed and not sold to Customer. All Intellectual Property Rights and all other rights, title and interest of any nature in and to the Program, the Services and any related content and Documentation provided or made available by The Company hereunder, including all modifications, upgrades, customizations and derivative works (whether or not permitted under this Agreement) thereof, are and shall remain the exclusive property of The Company and its licensors.

Contact

For questions about these Terms of Service, please contact us at legal@qntv.io.

Last updated: January 2026