Upon Company’s request, Fyllo will provide Company with a summary of the relevant tools available via applicable DSPs with respect to (each as available): (i) establishing editorial adjacency standards; (ii) establishing prohibited Sites on which no Ads will be placed; (iii) establishing Ad placement and intended audience restrictions; (iv) establishing competitive separation between Ads and the ads of any Company-competitor; (v) identifying and eliminating invalid Deliverables; (vi) frequency capping; (vii) viewability; and (viii) tracking technologies ((i)-(viii) collectively, the “DSP Tools”). Fyllo will work with Company’s designated representatives to determine which DSP Tools (to the extent available) are most appropriate for Company’s campaigns. Company will authorize the DSP Tools best suited to its needs and requirements and Fyllo will follow Company’s instructions in enabling those standards within each applicable DSP’s platform.
(a) Deliverable/Viewability Standards
To the extent that Fyllo or Company determine that applicable mutually agreed standards set forth in the IO have not been met, Fyllo will engage with such DSP for a refund or makegood with respect to such affected Deliverables in accordance with the contractual rights Fyllo has in place with such DSP. Because Fyllo is subject to limitations inherent in the nature of the programmatic advertising and the functionality of the DSP Tools offered by the DSP, Fyllo cannot guarantee that all standards will be met, but will take all commercially reasonable actions within the bounds of its contract with the applicable DSP to ensure that Company is not charged or receives a makegood for such affected Deliverables.
(b) Tracking Technologies
Fyllo, for itself or on behalf of Company, will not deploy any Tracking Technologies on Company’s Sites or Ads without Company’s approval. Fyllo will work with Company to determine which Tracking Technologies are required to implement any Company requested Media Vendor services (e.g., viewability, fraud monitoring) and to the extent Fyllo (and not Company) is responsible for placement of the Tracking Technologies (either directly or via a DSP Tool), Fyllo will receive Company’s prior written permission to place such Tracking Technologies prior to implementing same.
(c) No Liability
Fyllo shall have no liability to Company with respect to the efficacy, accuracy, or completeness of the services offered by DSPs, including with respect to any Media Vendor services integrated with the DSPs, with respect to any of the matters set forth in this Exhibit C, except to the extent specifically set forth above.