Ventura App Distribution Terms

Last Updated: June 29, 2026

These Ventura App Distribution Terms (these “Distribution Terms”) govern the use of the Ventura Products to distribute each App via the Ventura OS and are incorporated into and made part of the Ventura Distribution Agreement entered into by Company and TTD (“Distribution Agreement”) and the Ventura Platform Terms (collectively, the “Agreement”). Some terms used but not defined in these Distribution Terms are defined elsewhere in the Agreement. 

1. Definitions

“Ad Reporting Requirements” means the data of each ad that ran, time zone, currency, amount of Advertising Revenue, number of revenue-generating impressions, source of advertising demand, type of Device on which the ad ran (including a Device identifier, as specified by TTD), and such other information as TTD may request from time to time.

“Advertising Revenue” means the gross amount of revenue Company records from the sale of advertising inventory within each App.

“Advertising Revenue Share” means a percentage of Advertising Revenue agreed to by Company and TTD.

“Ambient Screen” means an ambient, idle, or system‑level user interface experience that TTD or an OEM operates, displays, or controls on the Ventura OS when an End User is inactive, idle, or not actively engaging with an App, and which may temporarily overlay, replace, or otherwise supersede an App’s user interface.

“App” means each Internet-delivered application owned or controlled by Company that is submitted to TTD for distribution via the Ventura OS, including those identified in the Distribution Agreement.

“App Materials” means all Materials relating to the distribution of an App, including any Materials for presenting, depicting, and facilitating the marketing, promotion, and discovery of each App and Content.

“App Terms” means Company’s Terms of Service, Privacy Policy, and other similar terms, agreements, and policies applicable to App end users.

“Attributed User” means an End User that purchases a Subscription or Transaction via a Trackable Process.

“Bid Loss Reporting Requirements” means reasons for TTD or its Affiliates losing any bids (as applicable) and such other information as TTD may request from time to time.

“Content” means all Materials made available through each App to End Users, including audiovisual, visual, audio, and other materials.

“Device” means any Internet-connected device on which the Ventura OS is licensed and installed. 

“End Users” means end users of a Device.

“Galleries” means one or more digital storefronts, marketplaces, or other experiences that facilitate the discovery and installation of Ventura OS applications, including Apps. 

“Marks” means tradenames, trademarks, service marks, logos, and brands.

“OEM” means third parties permitted by TTD to manufacture or distribute Devices. 

“Security Incident” means any: (a) actual or suspected unauthorized access to, acquisition of, or use of data relating to an End User; or (b) security flaw or vulnerability discovered in any of Company’s software or systems that interacts with the Ventura OS or Devices.

“Shared Data” means all data provided or otherwise made available by Company that identifies an End User, is linkable by TTD to an End User, or otherwise relates to an End User’s activity within an App on the Ventura OS.

“Subscription” means the right for an End User to access an App or Content in exchange for a recurring payment.

“Subscription/​Transaction Reporting Requirements” means reasonably-detailed information regarding the calculation of the Subscription Revenue Share and Transaction Revenue Share, including the number of Subscriptions and Transactions purchased by Attributed Users broken out by tier of services (e.g, ad-free, ad-supported tier) during the applicable month, the number of Subscription and Transaction cancellations during the applicable month, the number of Re-Subscriptions during the applicable month, the gross amount of Subscription and Transaction fees, the amount of Subscription Revenue and Transaction Revenue owed to TTD, the amount of setoffs from any such fees, a Device identifier as specified by TTD, and such other information as TTD may request from time to time.

“Subscription Revenue” means the gross amount of revenue, less any applicable Taxes, credits, processing fees, chargebacks, or refunds that Company records for the purchase of Subscriptions by an Attributed User.

“Subscription Revenue Share” means a percentage of Subscription Revenue agreed to by Company and TTD.

“Taxes” mean any sales, service, use, consumption, value-added, transaction, business, gross receipt, and digital services taxes.

“Trackable Process” means a process that TTD has agreed to (in its sole discretion) for verifying that Subscription and/​or Transaction sales originated or were otherwise initiated via the Ventura OS (e.g., a Ventura-specific vanity URL).

“Transaction” means the right for an End User to access an App or Content in exchange for a one-time payment.

“Transaction Revenue” means the gross amount of revenue less any applicable Taxes, credits, processing fees, chargebacks, or refunds that Company records for the purchase of Transactions by an Attributed User.

“Transaction Revenue Share” means a percentage of Transaction Revenue agreed to by Company and TTD.

“Ventura Ecosystem Services” means UnifiedID 2.0, European Unified Identity, OpenPass, OpenPath, and OpenAds, each as provided by TTD or its Affiliates and each as subject to separate and additional terms and conditions. 

2. Development and Distribution

2.1 App Review. Company must create and submit to TTD a Ventura OS-compatible App for each Android TV-compatible App that Company makes available to any other operator of an Android-TV compatible platform, during the term of the Agreement. Company must ensure that each App complies with the Supplemental Materials, including those Supplemental Materials relating to Device user profiles and parental controls. Company must create and submit to TTD a Device-compatible version of each App that includes: (a) release notes for that version of each App; (b) a complete and accurate copy of each App intake form made available via the Ventura Products or otherwise provided by TTD; and (c) each App’s manifest and any other information requested by TTD. Company must provide TTD with updates to such information as needed to keep such information current. Company must not hide, misrepresent, or obscure from TTD’s review, any features, content, services, or functionality in any App. Company must cooperate with TTD in TTD’s review process and provide information and materials that TTD requests to enable TTD to fully review each App (e.g., credentials with entitlements to access all features and functionality of each Apps). TTD may permit OEMs or other third parties that provide app review or certification services to TTD to participate in the review. 

2.2 App Updates. All App updates must be distributed to Devices through TTD pursuant to the review process set forth above. Company must not directly update any App on any Device. TTD has no obligation to deploy an update unless and until TTD has reviewed and approved that update as set forth above. At TTD’s request at any time, Company must submit a version of each App for recertification. Company must comply with the Supplemental Materials, including any App update policy TTD makes available.

2.3 App Launch. When an App is invoked from a Device, the App must open without any intervening screens, information, or other disclosures except: (a) as may be mutually agreed in writing (email sufficing) by Company and TTD; or (b) a login or profile-selection page or welcome page displayed by Company at the launch of the App that contains the least amount of content and appears for the shortest duration as compared to when the App is launched from any other platform.

2.4 Costs. Company is solely responsible for all costs and expenses incurred by Company or on Company’s behalf in connection with Company’s use of the Ventura Products and the development, testing, and operation of each App, including: (a) development costs; (b) hardware, software, and services costs; and (c) costs associated with the acquisition, creation, transmission, and display of content or services.

2.5 Support. Company is solely responsible for supporting and securing each App and all Content, and TTD has no obligation to test or monitor an App or Content for functionality, reliability, compatibility with the Ventura OS or Devices, or for any other purpose. TTD may direct customer support inquiries to Company. If an App becomes unusable by End Users, Company must promptly publish a message on the App’s End-User interface informing End Users that the App is unavailable and provide instructions enabling End Users to contact Company’s customer support. Company must not discriminate against End Users with respect to Company’s provision of customer support as compared to any user of the App on another platform (including Company’s own websites). Company must include within each App (in a location and manner that is user-friendly and accessible) Company’s customer support contact information. Company must not provide TTD’s customer support information to any End User or otherwise make it available within an App. Company acknowledges that each App may be downloaded an unrestricted number of times on Devices.

2.6 Test Devices. TTD may provide Company with one or more Devices for Company to use to develop and test each App. Company must provide additional information about the Device recipient(s) as requested by TTD, including information necessary for TTD to fulfill its export compliance obligations. Company must use each Device only at the location to which TTD ships such Device, or such other location for which TTD has provided Company its prior written consent (email sufficing). Company must not submit Devices for certification, classification, or listing by any federal or state regulatory body or agency or any other third-party organization. Readme files and other instructional materials for Devices are available on or as instructed via the Ventura Products. Subject to the Agreement, the Devices provided to Company, and the software contained therein, are licensed, not sold, for Company’s non-exclusive and non-transferable use solely for developing and testing Apps. Company must obtain TTD’s prior written permission (email sufficing) to ship Devices outside of the United States. If Company ships Devices outside of the United States, then Company will act as the exporter and U.S. Principal Party in Interest and be responsible for obtaining all necessary validated export licenses and permits. Company must not assign, transfer, pledge, rent, lease, sell, sublicense, share, or otherwise transfer or dispose of any portion of the Devices. TTD reserves the right to demand the return of any Device at any time, and Company must return such Device promptly following such demand, in the same condition it was received (except for normal wear and tear). If TTD gives Company permission in writing (email sufficing) to dispose of a Device, then Company must do so in accordance with all Law, including e‑waste Law.

3. App Operations

3.1 Content and Feature Parity. Each App must contain at least all Content (including content windows, resolutions, formats, subscriptions, advertising load, and transactions), features, and functionality that are available in the App on two or more other platforms. Company must notify TTD of any scheduled service interruptions or unexpected outages in the same timeframe and similar manner as compared to the earliest of any other platform.

3.2 Content Restrictions. Company must not provide or use materials in connection with the Agreement, including within the App Materials, that TTD determines: (a) incite violence, place individuals or groups in imminent harm, or are otherwise unlawful or encouraging of illegal activity; (b) infringe or violate third-party rights, including any person’s privacy rights or right of publicity; (c) facilitate gambling; (d) contain false, irrelevant or misleading information or App names; (e) constitutes pornography; (f) are inconsistent with the Agreement; or (g) reasonably may cause risk of litigation or otherwise be harmful to TTD or one or more OEMs. TTD reserves the right to deny or suspend the distribution of any App or Content that violates the foregoing. 

3.3 Child-Directed Content. If any App contains Content that is either: (a) directed to children as defined by Law of the jurisdiction in which the Content is shown (e.g., the Children’s Online Privacy Protection Act); or (b) was made for viewing primarily by children within the jurisdiction in which the Content is shown, then Company must notify TTD (via a COPPA flag or via other means required by TTD), ensure that such App contains only Content that is appropriate for children (as defined under the Law of the applicable Territory), and not include in such App any Content (including ads) that are targeted based on user activity (i.e., behavioral ad tracking or profile building). Without limiting the foregoing, Company must comply with the Supplemental Materials, including the child-directed content policy TTD makes available.

3.4 Ambient Screen. Company must not override or interfere with any Ambient Screen and acknowledges and agrees that the display or operation of any Ambient Screen does not constitute a modification of, interference with, or derivative work of the App, and will not give rise to any claim for compensation, approval rights, or control by Company.

3.5 Outside of Apps. Company must provide App Materials that are appropriate for all audiences with respect to App Materials that will or may appear outside of an App (e.g., in search results, in the Ventura OS user interface, or on TTD’s websites).

3.6 Prohibited Activities. Company must not: (a) use irrelevant, misleading, or excessive keywords in Company’s Apps or App Materials; (b) include any web browser(s) in an App, or enable End Users to enter web addresses into an App; (c) except with TTD’s prior written consent in each instance, permit an App to interact with third-party applications, third-party logins (e.g., Facebook SSO), third-party voice-controlled platforms, or third-party code, pixels, SDKs, APIs or other technology, unless and only to the extent those tools are used to directly facilitate the sale of advertising inventory and ad serving within the App; (d) include any guide or similar search and discovery feature within an App that links to or directs a user to a third-party service or application outside the applicable App; (e) market, promote, or offer in an App on Devices any content that is not available for viewing within the App on Devices; (f). compensate, nor authorize third parties to compensate, End Users in exchange for Content views; (g) engage in any activity in connection with the Ventura OS, Ventura Products, or the Agreement that interferes with, disrupts, damages, or accesses in an unauthorized manner (including developing or distributing Apps, or providing End Users with access to content, materials, services and/​or functionalities) (y) the Ventura OS, Ventura Products, or any other content thereon; or (z) the devices, servers, networks, information, or other properties or services of any third party, including End Users or any OEM; (h) transmit any viruses, malware, spyware, or other harmful or malicious code via the Apps and Content; or (i) override or interfere with any Ambient Screen and any other Ventura OS-level integration. 

4. Monetization

4.1 Ventura Ecosystem Services. Company must use commercially reasonable efforts to implement the Ventura Ecosystem Services within the greater of: (a) 180 days after the Effective Date; and (b) 180 days after the specific service becomes publicly available, and must use and continue using the Ventura Ecosystem Services for the duration of the Agreement. 

4.2 Monetization. Company may only generate revenue for each App distributed under the Agreement through the sale of advertising inventory, Subscriptions, and Transactions, and may not generate revenue by any other means (such as fees for the sale of tangible or physical goods) except as Company and TTD both otherwise agree in writing (email sufficing).

4.3 Advertising

4.3.1 Advertising Inventory. Company must ensure that all advertising within each App complies with the Supplemental Materials relating to advertising. The characteristics of all advertising inventory within each App on the Ventura OS (such as the frequency, location, and duration) will be substantially similar to those that appear within such App on other platforms. Company must ensure that all advertising inventory within each App on the Ventura OS is sold: (a) in a manner generally consistent with the CPMs applied to Company’s comparable Apps on other platforms, subject to variation caused by the differences in the monetization features of Ventura OS compared to those other platforms; and (b) without using any TTD (or TTD Affiliate) Marks to sell the advertising, except in a listing of all the platforms which the App is available, where TTD’s (or the TTD Affiliate’s) Marks are presented in the same manner as the name and marks of all other platforms, or as otherwise permitted in the Supplemental Materials.

4.3.2 Bids. During the term of the Agreement, Company must provide TTD or its Affiliates with the opportunity to bid on any and all impressions for advertising, marketing, or promotional inventory available within each App on the Ventura OS (including within Content). All bid requests must be sent through Company’s standard advertising supply-side connection with TTD’s or its Affiliates’ demand-side platform until Company have implemented OpenPath, at which time all bid requests must also be sent through OpenPath. For the avoidance of doubt, this Section does not preclude Company from sending bid requests to non-TTD demand sources. 

4.4 Subscriptions and Transactions

4.4.1 Pricing. Company, in Company’s sole discretion, set the retail price of any Subscriptions and Transactions made available on the Ventura OS, provided that such retail price is equal to or less than the standard retail price (i.e., non‑promotional, non‑discounted list price for the Subscription or Transaction that is generally available to end users for purchase outside of time‑limited sales, individualized offers, or bundled offerings) available for the corresponding Subscription or Transaction, as the case may be, as sold through any other platform (including Company’s websites and mobile apps). Company must give TTD at least 45 days prior written notice (email sufficing) of changes to any such retail price.

4.4.2 Promotional Offerings. Company must make available in the App on Devices the same (or better) promotional offerings (e.g. free trial periods, discounts) for any Subscription or Transaction that Company make available for such Subscription or Transaction through any other platform (including Company’s websites and mobile apps). 

4.4.3 Trackable Process. Company must only use a Trackable Process for the sale of any Subscriptions or Transactions initiated or otherwise originating via an App on Devices. Company must not direct or otherwise encourage End Users to purchase Subscriptions or Transactions through any means other than through a Trackable Process (including messaging in an App that directs users to subscribe on Company’s website). Company must not discriminate against any End User based on their method of payment (including their use of a Trackable Process). If an End User cancels a Subscription that was purchased through a Trackable Process (“Churned User”) but purchases a Subscription through any other means within 60 days following that cancellation date (“Re-Subscription”), then: (a) that Churned User is deemed an Attributed User under the Agreement; (b) any Re-Subscription is deemed a Subscription under the Agreement; and (c) any revenue generated by the Re-Subscription is deemed Subscription Revenue under the Agreement.

4.5 Reporting

4.5.1 Advertising. For each App that contains advertising: 

(a) Company must provide TTD with daily reporting by the end of each day, and a final monthly report for each month within five days after the end of such month (“Monthly Ad Report”), that includes the Ad Reporting Requirements; and 

(b) If TTD or its Affiliates do not win the auction for a particular ad impression in an App in which it bid, Company must provide TTD with daily reporting by the end of each day, and a final monthly report for each month within five days after the end of such month, that includes the Bid Loss Reporting Requirements. 

4.5.2 Subscriptions and Transactions. For each App that contains Subscriptions and/​or Transactions, Company must provide TTD with a final monthly report within five days after the end of such month, that includes the Subscription/​Transaction Reporting Requirements (“Subscription/​Transaction Report”). 

4.6 Payment Terms. All payments made under the Agreement must be made in U.S. Dollars by automatic clearing house (ACH) or such other method mutually agreed by Company and TTD. All payments are due within 45 days of the invoice date. For any amounts not paid in full to TTD within 45 days of the invoice date, TTD reserves the right to charge interest of 2% per month (or the maximum allowed by Law, whichever is lower) on the amount outstanding.

4.7 Revenue Share

4.7.1 Advertising Revenue Share. Following TTD’s receipt of the Monthly Ad Report each month, TTD will either: (a) issue an invoice to Company for all or a portion of the Advertising Revenue Share; or (b) offset any amounts due and payable to Company under Company’s advertising supply agreement with TTD’s Affiliate’s demand side platform (e.g. OpenPath) by all or a portion of the Advertising Revenue Share, if applicable. Company acknowledges that TTD’s decision to pursue option (a) or (b), or a combination of both, in the foregoing sentence is in TTD’s sole discretion. Company acknowledges and agrees that any offset to an invoice pursuant to this provision will not be considered a breach of any separate advertising supply agreement between Company and TTD’s Affiliate. If TTD issues an invoice to Company, Company must pay TTD as set forth in the Agreement. 

4.7.2 Subscriptions/​Transactions Revenue Share. Following TTD’s receipt of the Subscription/​Transaction Report each month, TTD will issue Company an invoice for the Subscription Revenue Share and Transaction Revenue Share and Company must pay TTD’s invoice as set forth in the Agreement. 

4.8 Taxes 

4.8.1 Taxes. Except as otherwise set forth in the Agreement, all amounts payable by Company to TTD are exclusive of any Taxes. With respect to Advertising Revenue, Subscription Revenue, and Transaction Revenue, as between Company and TTD, Company is responsible for assessing, collecting, and remitting any Taxes to the applicable federal, state, and local tax authorities. Company must use Company’s taxing nexus for such determination. Any Taxes associated with revenue described in this paragraph will not reduce the revenue share due to TTD under the Agreement.

4.8.2 Tax Treatment. Company and TTD agree that any revenue sharing under the Agreement, whether for advertising inventory, Subscriptions, Transactions, or otherwise, is an allocation of business profits for income tax purpose and that any payments under the Agreement are not a royalty payment or other similar mechanism. Each party agrees to provide the other party with reasonable support and documentation to support such tax treatment. Further, TTD will not at any time be required to pay any Taxes imposed on or measured by Company’s income, net profits, income, profits, revenues, gross receipts, franchise, business, value-added or other taxes imposed by any relevant government tax authority on amounts due under the Agreement. Notwithstanding the foregoing, TTD or its third-party designee may withhold any payments to Company if required under applicable Law. If either party is required to withhold any amounts from payments due to the other under the Agreement, then the party with whom the withholding responsibility falls will withhold and timely remit any such withheld amounts to the relevant government tax authority and shall provide the other party with documentary evidence of such remittance to allow for such other party to claim a credit for such withholding Taxes amount. The parties must act reasonably and in good faith in cooperating with each other to provide relevant resale certificates, treaty certification or other exemption information and documentation as may be appropriate on a timely basis to satisfy applicable Laws and governmental authorities to mitigate the imposition of Taxes under the Agreement. Each party must indemnify and hold harmless the other party against any interest or penalties imposed for a failure to timely withhold and remit any such withheld amounts.

5. Licenses.

5.1 License to TTD. In addition to the rights granted under the Ventura Platform Terms and Ventura Developer Tools Terms, Company grants to TTD and its Affiliates a non-exclusive and royalty-free license (but not obligation) for the duration of the Agreement to: (a) reproduce each App, to be distributed, displayed, and performed on Devices within the Territory; (b) enable End Users to access, view, and display Content on Devices located within the Territory; and (c) use, reproduce, distribute, publicly display, perform, modify, and make derivative works of Company’s Marks and App Materials worldwide: (i) to provide access to Apps or Content via Devices, and to otherwise facilitate End User’s discovery of Apps and Content (e.g., inclusion in Galleries and search, recommendation, and discovery features, which features, for clarity, are outside of each App and may be within or outside of Devices (e.g., a remote control mobile app)); (ii) to market and promote the availability of each App and Content via Devices, which marketing and promotion, for clarity, may occur outside of the Ventura OS, such as on Device packaging or inserts; (iii) in training, instructional, and editorial materials relating to Devices and the Ventura OS; (iv) to perform the activities contemplated in the Agreement; (v) to market Devices, the Ventura OS, and the Ventura Products; and (vi) to engage in activities reasonably necessary to fully exploit the foregoing rights, including caching, encoding, hosting, and storing each App, Content, and App Materials. The licenses in this Section are sublicensable to: (1) TTD’s Affiliates; (2) OEMs, with respect to Devices manufactured or distributed by that OEM; and (3) TTD’s and OEM’s service providers, as necessary for those service providers to assist TTD or the applicable OEM with exercising the rights set forth in the Agreement. For purposes of clarity, no fees or royalties (including carriage, affiliate, broadcast, or distribution fees) are payable by TTD to Company for the rights and licenses Company grants to TTD under the Agreement.

5.2 License to Company. In addition to the rights granted under the Ventura Platform Terms and Ventura Developer Tools Terms, TTD grants to Company a limited, fully-revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free license for the duration of the Agreement and in the Territory to: (a) use the Ventura Products solely as necessary to develop and support the App(s) on Devices in accordance with the Agreement; and (b) use, reproduce and display TTD’s Marks (as TTD provides those Marks under the Supplemental Materials) solely in furtherance of Company’s promotional obligations described in the Agreement and in accordance with the Supplemental Materials relating to TTD’s brand guidelines. All other uses of the TTD’s Marks require TTD’s prior written consent. If TTD determines that Company’s use of the TTD’s Marks: (a) is inconsistent with TTD’s brand guidelines; (b) harms, tarnishes, blurs, or dilutes the quality associated with the TTD’s Marks or their associated goodwill; or (c) may otherwise adversely affect TTD, then TTD may terminate the foregoing license and Company must promptly discontinue use of the TTD’s Marks.

5.3 Public Software. The Ventura Products may include Public Software, which is governed by the terms and conditions of the applicable Public Software License. In the event of a conflict or inconsistency between the Public Software License and the Agreement, the terms and conditions of the applicable Public Software License will govern as to such Public Software. Company must not take any action with the Ventura Products that subjects them to a Public Software License. 

5.4 Restrictions. In addition to the restrictions set forth in the Ventura Platform Terms and Ventura Developer Tools Terms, Company must not: (a) use the Ventura Products to create Apps that download or install executable code, enable search functionalities across other applications, or enable the installation of other applications; or (b) use the Ventura Products to create a digital storefront of applications.

6. Data

6.1 App Terms. Company must ensure that, at all times for the duration of the Agreement, each End User is subject to the App Terms and that the App Terms: (a) comply with all Laws; (b) disclaim all warranties and liability on behalf of each App’s distributors and platform operators; (c) include Company’s cancellation and refund policy (if applicable to the App), information relating to customer service, communications with each End User, order fulfillment, warranties, and other details relating to the relationship between Company and the End User; and (d) accurately describe Company’s data collection, use, and disclosure practices with respect to the App. At all times for the duration of the Agreement, Company must: (y) comply with the App Terms; and (z) make the App Terms available to the End User: (1) from within the applicable App; (2) as otherwise required by the Supplemental Materials; and (3) as otherwise required by Law. 

6.2 End User Choice. If Company or any party acting on Company’s behalf receives a request from an End User to restrict the use of the End User’s data or other information in connection with the Ventura OS and Devices, which, for purposes of clarity, may be transmitted by TTD or that TTD otherwise makes accessible, then Company must ensure that Company and any such party acting on Company’s behalf comply with the End User’s choice. In furtherance of the foregoing, Company must comply with any limit ad tracking and multi-state privacy compliance technical requirements TTD provides or otherwise makes available via the Supplemental Materials or otherwise.

6.3 Data Collection. Company may collect from Devices only information relating to the End User’s use of an App and must not collect or attempt to collect information from outside an App on a Device (e.g., activity within the Device UX or other apps). With respect to all data and information collected by Company or on Company’s behalf from Devices, Company must use, disclose, and otherwise process such data and information only as necessary to operate each App on Devices, including for purposes of delivering Content and serving and measuring advertisements, all in accordance with the Agreement. Without limiting the foregoing, Company and each App must comply with the Supplemental Materials, including TTD’s Data Processing Agreement (available at https://​devel​op​er​.ven​tu​ratvos​.com/​v​e​n​t​u​r​a​/​d​o​c​s​/​s​t​a​t​i​c​-​c​o​n​t​e​n​t​/​D​a​t​a​P​r​o​c​e​s​s​i​n​g​A​d​d​endum or any successor URL) and data policy (available at https://​devel​op​er​.ven​tu​ratvos​.com/​v​e​n​t​u​r​a​/​d​o​c​s​/​s​t​a​t​i​c​-​c​o​n​t​e​n​t​/​D​a​t​a​P​olicy or any successor URL).

6.4 Provision of Shared Data. Company must provide to TTD: (a) Shared Data, which must contain, at a minimum: (i) entitlements for all End Users; (ii) watch history and resume points for all End Users (if collected); (iii) all other personal information relating to End Users that Company makes available to any other distributor of an App, in each case in the formats required under the Supplemental Materials; and (iv) any other data or information TTD requires as set forth in the Supplemental Materials; and (b) App Materials, which must contain, at a minimum: (i) program metadata for all Content available within each App, including playback URL; and (ii) any other materials relating to each App or Content that Company makes available to any other distributor of an App, such as pre-approved marketing collateral and promotional clips, in each case in the formats required under the Supplemental Materials. Company must ensure that cover art for a given piece of Content does not contain any branding other than for the Content itself. TTD is not required to use the App Materials and may use metadata and cover art from third parties instead of or in addition to the App Materials. Without limiting the foregoing, the App Terms, and any End User notices or disclosures Company provides, must be sufficient to permit TTD, its Affiliates, and OEMs to collect, use, disclose, and otherwise process the Shared Data as contemplated under the Agreement, and must not restrict or prohibit any such rights or uses.

6.5 Data Use. 

6.5.1 Shared Data. TTD and each OEM may collect, use, and disclose Shared Data and information generated through the operation of the Ventura Products and the Ventura OS, including Device activity, content interactions occurring on the Ventura OS, and other information relating to the Ventura Products, Ventura OS, End Users, each App, and Devices to provide and improve the Ventura Products and the Ventura OS (including for monetization and other purposes) and as otherwise permitted by their respective privacy policies.

6.5.2 ACR Data. TTD may utilize automatic content recognition and similar technologies on the Ventura OS (“ACR”), which may automatically identify, analyze, or derive data from content running on the Ventura OS, including Content (“ACR Data”). For purposes of clarity, ACR Data does not include Content itself and the Agreement does not grant TTD any ownership interest in or control over Content. Company acknowledges and agrees that: (i) TTD may collect, derive, and use ACR Data on the Ventura OS; (b) ACR operates at the Ventura OS level and is not a part of, and does not modify, any App or any Content; and (c) TTD may use any ACR Data to provide and improve the Ventura Products and the Ventura OS (including for monetization and other purposes) and as otherwise permitted under TTD’s privacy policy. 

6.6 Security. Company must ensure that Company’s storage and use of data relating to End Users, and the interaction of its systems with the Ventura Products and Devices, complies with all security requirements and guidelines in the Supplemental Materials. In the event of a Security Incident, Company must: (a) notify TTD by sending an email to TTD’s security incident team at infosec@​thetradedesk.​com as soon as practicable, but no later than 24 hours following such Security Incident; (b) provide regular updates to TTD’s security incident team or, if directed by TTD, to a security point of contact specifically designated by TTD for the Security Incident; and (c) cooperate with TTD or its regulators in its and their efforts to investigate the Security Incident. To the extent the Security Incident involves data provided by TTD, or involves TTD’s software, hardware or systems (including the Ventura Products, Ventura OS, and Devices), TTD shall exclusively control the provision of any notices concerning such Security Incident to any person affected or potentially affected thereby and applicable domestic and international authorities. Company must be available to respond to Security Incidents 24 hours a day, seven days a week. In addition, Company must ensure that all third parties acting on Company’s behalf in connection with providing each App (e.g., Affiliates, vendors and third-party providers, such as ad exchanges) comply with this Section as if they were Company.

7. Representations, Warranties, and Covenants

In addition to the representations, warranties, and covenants in the Ventura Platform Terms, Company represents, warrants, and covenants that: (a) Company is responsible for and will pay all required royalties, public performance license fees, mechanical rights royalty or license fees, music synchronization and master license fees, guild fees, residuals and similar amounts arising from any exercise by TTD or an OEM of any rights granted under the Agreement or from any other activity contemplated under the Agreement; (b) Company has obtained all music rights and music clearances which are required relating to any music contained in any Materials (including music synchronization, mechanical and music performance rights through to the viewer, and dramatic and non-dramatic music rights); (c) neither TTD nor any OEM will be required to make any supplemental or additional use payments with respect to the exploitation of any Materials by TTD or the OEM under the Agreement; (d) Company must provide the appropriate notice and obtain any required consents with respect to Shared Data and to allow TTD and others to collect, use, and disclose any other information TTD and those others collects from End Users in connection with any serving of advertising by TTD within an App, including IP address, Device identifier, and any other data that is passed to TTD as part of the ad request, TTD-provided pixels, or a bid request; and (e) all Materials, separately for each Territory, are provided and maintained in accordance with any and all Laws, Territory-specific industry guidelines, and the Supplemental Materials, including providing within Apps: (i) closed captions; (ii) content advisory ratings; and (iii) all other accessibility features and content disclosures for all materials that are required by Law to be made available and distributed in such Territory.

8. Indemnification

In addition to the indemnification obligations in the Ventura Platform Terms, Company must indemnify, defend, and hold harmless the TTD Parties against any claim, liability, damage, loss, or expense, (including reasonable attorneys’ fees and costs) incurred by the TTD Parties in connection with any third-party claim arising out of or relating to: (a) Company’s receipt, collection, storage, use, or disclosure of End User data or information, including Shared Data; and (b) an allegation that an App enables piracy of content, circumvention of rights management, privacy or security controls, bypassing of a subscription of any type of fee-based access requirement, violation of terms of service, hacking or cracking, or other illegal or disruptive activities on any Device.

9. Suspension; Termination 

9.1 Suspension 

9.1.1 By TTD. TTD may suspend an App or App Materials if it reasonably believes that doing so is necessary to prevent harm to TTD, its Affiliates, OEMs, the Ventura OS, Devices, End Users, or other app publishers. TTD will use commercially reasonable efforts to resume distribution of the App or App Materials (as applicable) promptly after the cause of the suspension has been resolved. TTD may, at any time and in its sole discretion, temporarily or permanently suspend all or any portion of the Ventura Products and the Ventura OS, including all or any portion of the Gallery.

9.1.2 By Company. Company may suspend an App or Content within the App upon 10 days prior written notice to TTD, unless a shorter period of time is required by Law, in response to: (a) a bona fide written claim by a third party that the App or Content (as applicable) infringes, misappropriates, or violates its rights; or (b) as required by Law, provided that in each case Company contemporaneously suspends the App or Content (as applicable) on all other platforms in the Territory. Company must use commercially reasonable efforts to resolve the cause of suspension and must resume distribution of the App or Content (as applicable) as soon as Company resumes distribution on any other platform in the Territory.

9.2 Termination. In addition to any other termination or suspension rights otherwise set forth in the Agreement: (a) either party may terminate the Agreement immediately on notice to the other party: (i) for the other party’s material breach if that party has failed to cure such breach within 30 days of receiving notice (or immediately upon notice if the material breach is incapable of cure); or (ii) if the other party makes an assignment for the benefit of creditors or becomes subject to direct control of a trustee, receiver or similar authority, or becomes subject to any bankruptcy or insolvency proceeding under federal, state or foreign statutes which is not rescinded or dismissed within 60 days; and (b) TTD may terminate the Agreement immediately on written notice to Company if TTD discontinues the Ventura OS. 

9.3 Effect of Termination. Following termination or expiration of the Agreement, and except as required to effectuate the Wind-Down Period: (a) all rights and licenses granted under the Agreement will immediately terminate; (b) TTD may retain archival copies of the Materials, which TTD will maintain in accordance with its standard business practices or as required to be maintained by Law but will not display, exhibit, or otherwise exploit except as required by Law, dispute resolution, or TTD’s internal compliance purposes; (c) Company must discontinue generating and distributing marketing and other materials containing or exhibiting TTD’s Marks; and (d) TTD must discontinue generating and distributing marketing and other materials containing or exhibiting the Materials. 

9.4 Wind-Down Period. Notwithstanding anything to the contrary in the Agreement, the licenses Company grants to TTD will continue: (a) for a period of six months following termination or expiration of the Agreement, but only with respect to Devices and related hardware that were in the manufacturing pipeline, manufactured, or distributed to End Users as of the effective date of termination or expiration of the Agreement; and (b) for as long as reasonably necessary with respect to Company’s Marks and Materials on Device packaging to the extent it would be commercially impractical for TTD or the applicable OEM to remove those Marks or Materials on Device packaging based on TTD’s or an OEM’s Device packaging design, production, or distribution practices.

9.5 Survival. Sections 1, 2.4, 3.6, 4.6−4.8, 5 – 8, 9.3−9.5, and 10 of these Terms and all continuing rights and obligations under the Distribution Agreement, will survive expiration or termination of the Agreement.

10. Miscellaneous

10.1 Promotion. Company must reference the Ventura OS in any App marketing or promotional collateral that references two or more other platforms and must ensure that the Ventura OS reference is substantially similar in size and placement as the references to the other platforms.

10.2 Copyright Infringement. The Supplemental Materials include TTD’s copyright policy, which includes information on TTD’s designated agent and procedures for receiving and responding to copyright infringement notices. Company must comply with those Supplemental Materials, including by maintaining and publicly disclosing contact information for an agent designated to receive notices of alleged copyright infringement relating to any Materials, and must maintain publicly-available copyright notice, takedown, and repeat infringer policies.

10.3 Setoff; Remedies. In addition to the rights of setoff or other similar rights that TTD may have at law or otherwise, TTD will have the right to withhold and deduct any sum that is owed to TTD and is past due, whether liquidated or unliquidated and regardless of the presence or absence of any final judgment or decree entered in TTD’s favor, from any amount payable to Company under the Agreement or otherwise. All rights and remedies provided in the Agreement are cumulative and not exclusive of any other rights or remedies that may be available to the parties, whether provided by Law, equity, statute, in any other agreement between the parties, or otherwise. The parties acknowledge that money damages are not an adequate remedy for any violation of the Agreement and that either party may, in its sole discretion, seek specific performance, injunctive, or such other relief from a court of competent jurisdiction in order to enforce the Agreement or prevent any violation thereof, without the requirement of posting bond.

10.4 Records. Company must maintain accurate books and records of all matters relating to compliance with the Agreement. If such records relate to amounts paid or payable to TTD, then such records must be maintained in accordance with generally accepted accounting principles. Company must permit TTD the opportunity to audit such books and records upon TTD’s written notice to Company to ensure Company’s compliance with the Agreement.