Inventory Sales Representation Attachment: General Terms

This inventory sales representation attachment (the “ISRA”) is comprised of these general terms (the “ISRA General Terms“) and the order form which incorporates by reference these ISRA General Terms (“Order Form“), entered into between Comcast International France SAS (“FreeWheel”) and the customer set out in the Order Form (“Customer”), effective as of the date set out on the Order Form (the “Effective Date”). By confirming agreement to Order Form, the Customer agrees to be bound by the terms of this ISRA. This ISRA is made pursuant to (and incorporates the provisions of) the Relevant Agreements set out in the Order Form. For the purposes of the Relevant Agreements the ISRA Services (as defined below) shall constitute part of the Services. In the event of a conflict or inconsistency between the terms of this ISRA and the Relevant Agreements, the terms of this ISRA shall take precedence. Capitalized terms used in this ISRA but not otherwise defined shall have the meaning ascribed in the Relevant Agreements. Any reference to a “FreeWheel Entity” shall mean FreeWheel, its Affiliates or its third parties or assigns pursuant to Section 9 of this ISRA.

1. Scope. Any sale of advertising space on Customer’s Properties (“Inventory”) concluded by a FreeWheel Entity under Section 3 of this ISRA to a purchaser or an agency (each an “Advertiser”) shall be governed by this ISRA. “Properties” is defined as any website, device, mobile application, or other digital media property within which Customer has the right to sell advertising space.
2. Appointment. Customer hereby appoints FreeWheel as its undisclosed agent during the Term (as defined below), within the Territory (as defined in the Order Form), for the sale of Inventory made available to FreeWheel (“Represented Inventory”).
3. ISRA Services.
   1. FreeWheel will use commercially reasonable efforts to market, negotiate, solicit orders for and conclude contracts with Advertisers for the Represented Inventory (“Sales”), on the terms agreed in accordance with Section 5 in the Territory during the Term (the “ISRA Services”).
   2. FreeWheel provides no warranty, representation or guarantees: (i) of volume of Impressions delivered, clicks received, volume or nature of Sales or amount of revenue paid under this ISRA; or (ii) that any of FreeWheel’s suggestions regarding the terms agreed in accordance with Section 5 will lead to an increase in advertising revenues.
   3. Customer authorizes FreeWheel, and FreeWheel shall have the authority, to conclude Sales on Customer’s behalf on such terms and in such manner as FreeWheel deems fit, subject always to FreeWheel paying to Customer the Monthly Revenue (as defined in Section 4(b)).
   4. Customer agrees: (i) that FreeWheel provides ISRA Services to other customers who may be competitors of Customer or the Properties; (ii) that it is fully informed of and consents to FreeWheel’s contemplated activities under this ISRA; and (iii) that FreeWheel may still perform those activities where a conflict of interest arises between Customer’s, FreeWheel’s (or its Affiliates’) and/or any third party’s interests.
   5. Customer will at all times: (i) act in good faith toward FreeWheel; (ii) perform such acts as are necessary or desirable to satisfy the Sales; (iii) promptly provide FreeWheel with such information as FreeWheel may require to be able to perform its obligations under this ISRA.
4. Fees and Payment.
   1. The amount payable by FreeWheel to Customer in respect of each Sale is the rate agreed between Customer and FreeWheel in respect of such Sale in accordance with Section 5(a) (“Agreed Rate”). Customer acknowledges and agrees that FreeWheel may propose to Advertisers rates for Represented Inventory which are higher than the Agreed Rate and shall retain as commission for the ISRA Services any sum in excess of the Agreed Rate which is paid or payable by an Advertiser for or in connection with such Represented Inventory (the “Commission“).
   2. Subject to Section 4(c), the aggregate amount paid to Customer in respect of each Sale shall be the Agreed Rate, less any fees and/or commission which may be set out in the Relevant Agreement(s) (which shall also be payable by Customer in respect of such Sale), and less any other amount which may be deducted in accordance with the terms of the Relevant Agreement(s) (the “Monthly Revenue”).
   3. The parties may from time to time agree other specific terms in relation to the ISRA Services as set out in Section 5.
   4. Customer agrees that if a FreeWheel Entity receives or becomes entitled to any right, title, interest, fee, benefit, commission, payment, credit or other sums arising directly or indirectly from this ISRA (“Unrelated Amounts”), Customer has no right, title or interest in or to such Unrelated Amounts. Customer consents to the relevant FreeWheel Entity pursuing Unrelated Amounts in any manner they see fit in its absolute discretion, whether or not in connection with this ISRA.
   5. Within the period out in the Order Form after the end of each month during the Term (“Statement Deadline”), FreeWheel will submit to Customer a statement for the previous month, based on FreeWheel’s analytics platform reports, which will set out: (i) the names of each campaign as part of which Represented Inventory has been sold; (ii) the number of Impressions (as determined by FreeWheel) served to the Represented Inventory; and (iii) the applicable Monthly Revenue (“Monthly Statement”). Upon receipt of such Monthly Statement, Customer will issue an invoice to FreeWheel for the Monthly Revenue for the applicable month and FreeWheel will pay such invoice within the period set out in the Order Form following FreeWheel’s receipt of such invoice (“Payment Terms”). The billing process and payment will be made via FWMI according to the Relevant Agreement(s).
   6. Customer is responsible for and agrees to pay any taxes that apply to the provision and/or use of the ISRA Services (except for FreeWheel’s employment taxes and taxes based on FreeWheel’s net income, which FreeWheel will pay). If FreeWheel has any legal obligation to pay or collect taxes for which Customer is responsible under this Section 4, the actual amount will be invoiced to and paid by Customer.
5. Confirmation of Agreed Rate and other specific terms.
   1. The parties shall record in writing the specifics from time to time of their concluded agreement(s) for the sale of Represented Inventory, including the Agreed Rate, in the Order Form, which shall in each case be binding on the parties and governed by the terms of this ISRA.
   2. Customer warrants and represents that any person that agrees to the terms of this ISRA has the necessary power and authority to agree the Agreed Rate with FreeWheel.
   3. The parties may vary an Order Form from time to time by agreeing to a new Order Form, which shall take precedence over any previous Order Form.
6. Reporting.
   1. The Commission and/or any Unrelated Amounts will not be reported to Customer.
   2. More detailed reporting is available on request, including in order to obtain any necessary and reasonable information to enable Customer to verify that FreeWheel has performed its ISRA Services.
7. Term and Termination.
   1. The term of this ISRA will commence as of the Effective Date and will continue for the period set out in the Order Form (the “Initial Term”). Upon expiration of the Initial Term and each Renewal Term (where relevant), this ISRA will automatically renew for the additional period set out in the Order Form (each a “Renewal Term”), unless either party gives written notice of termination to the other party of at least the period set out in the Order Form prior to the expiration of the Initial Term or the then current Renewal Term (“Notice Period”). The Initial Term and all Renewal Terms will together be the “Term”.
   2. Upon termination or expiration of this ISRA, and without prejudice to the applicable terms under the Relevant Agreement(s): (i) any agreement with an Advertiser executed prior to termination or expiration of this ISRA will continue in full force and effect; and (ii) each party will be entitled to any amounts owed to such party under Section 4 of this ISRA.
   3. This ISRA shall automatically terminate partially or wholly (as applicable), if the corresponding Agreement and/or SFX Agreement expires or terminates.
8. Technical Services.
   1. Customer agrees that each potential order for Inventory under this ISRA will be submitted by FreeWheel by entering the Agreed Rate into a technology platform owned by a FreeWheel Affiliate (which it will only do once it has agreed the terms of the campaign with the Advertiser) (“Ordering Service“). This potential order will be received by Customer as a bid in the technology platform Customer uses to sell its Inventory, in order to fulfil the terms of a particular campaign.
   2. Customer acknowledges and agrees that:
      1. an Affiliate of FreeWheel (“DSP Affiliate”) offers the Beeswax demand-side platform services to Advertisers for the purpose of buying Impressions (including from Represented Inventory) (“DSP Service”). The DSP Service and the Ordering Service are collectively referred to as the “Technical Services”;
      2. where an Advertiser does not otherwise have access to a demand-side platform, FreeWheel may offer the DSP Service to an Advertiser to purchase Impressions in order to fulfil advertising campaigns; and
      3. in respect of the DSP Service: (A) FreeWheel, as a technical service provider, may assist the Advertiser in the use of the DSP Service by setting up (within the user interface of the DSP Service) the terms of a campaign (excluding any advice on media plans or recommendations for advertising space); (B) the terms of each campaign will be fully agreed between FreeWheel and the Advertiser before FreeWheel enters the terms of that campaign into the DSP Service; (C) notwithstanding the entry of the terms of a campaign into the DSP Service, FreeWheel does not have the power to commit Advertisers to purchase Impressions from Represented Inventory; and (D) all Impression purchases will be made automatically via the DSP Service in accordance with the terms of the agreed campaign.
   3. Customer agrees that the use of Technical Services shall in no event affect the fact that the Sale is made by FreeWheel, on behalf of Customer, to Advertisers nor be construed in any other way (such as a purchase by FreeWheel on its own behalf or on behalf of an Advertiser).
   4. Whether in the context of providing the Technical Services or otherwise, neither FreeWheel nor the DSP Affiliate will act in any way as an agent of the Advertiser, nor is either in a fiduciary relationship with the Advertiser, nor can either affect the Advertiser’s contractual relationships in any way.
9. Assignment & Subcontracting. FreeWheel may (but the Customer shall not, without FreeWheel’s written consent) at any time assign, novate, subcontract, delegate or deal in any other manner with any and/or all of its rights, duties or obligations under the Relevant Agreement(s), including this ISRA, to a third party without obtaining consent from Customer. This includes appointing as sub-agent in respect of this ISRA any Partner referred to in the Transparency and Consent section of the Order Form. Notwithstanding the foregoing, either party may without the other party’s consent assign the Relevant Agreement(s) to any Affiliate or to any person or entity that acquires substantially all of the shares, assets, or business of the assigning party, provided that in the event Customer assigns the Relevant Agreement(s) to a competitor of FreeWheel (as reasonably determined by FreeWheel), FreeWheel may immediately terminate the Relevant Agreement(s). Customer shall at the request of FreeWheel, do such acts and execute all documents as may be necessary to give full effect to this ISRA.
10. Third Party Rights. Customer agrees that: (i) FreeWheel shall have the benefit of (and may rely on and enforce) the terms of the Relevant Agreement(s) as if it were a party to the Relevant Agreement(s); and (ii) any FreeWheel Entity shall be entitled to recover losses suffered or incurred by any FreeWheel Entity and such losses will not be treated as being indirect, special or consequential because they have been suffered by such FreeWheel Entity and not FWMI.
11. Governing law and Jurisdiction. This ISRA and any dispute or claim (including non-contractual disputes or claims) arising from or in connection with it or its subject matter or formation will be governed by the laws of England and will be subject to the exclusive jurisdiction of the English courts, in London.