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MASTER SERVICES AGREEMENT

This Master Services Agreement (“Agreement”), by and between Tremor Video, Inc., a Delaware corporation having a principal place of business at 53 West 23rd Street, New York, New York 10010 (“Tremor”), and Crackle, Inc., a Delaware corporation having a principal place of business at 10202 W. Washington Blvd., Culver City, CA 90232 (“Publisher”), is effective as of December 12, 2013 (“Effective Date”).

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Tremor and Publisher hereby agree as follows:

1. SERVICE.

a) Subject to the terms and conditions of this Agreement, Tremor shall purchase media placements (“Inventory”) on the Publisher Sites and provide Ad delivery services (“Services”). The Services shall be provided in connection with those certain Publisher Web sites or applications, including those Web sites and applications made available through a personal computer via Publisher’s Online Properties, mobile devices via Publisher’s Mobile Properties and connected TVs through Publisher’s Connected TV Properties, to which advertisements may be delivered, as set forth herein or as otherwise mutually agreed to by the parties (collectively, “Publisher Sites”). “Ad” means video advertisements provided to Tremor by advertisers (“Advertisers”) in a Tremor supported format, currently in use or hereafter developed. “Mobile Properties” means those Publisher mobile Web sites or mobile applications as set forth in Schedule 1 attached hereto and incorporated herein by this reference, to which Ads can be delivered. “Connected TV Properties” means those Publisher connected TV applications as set forth in Schedule 1 to which Ads can be delivered. “Online Properties” means those Publisher Web sites as set forth in Schedule 1 to which Ads can be delivered. References herein to “mobile” refer to Services provided in connection with video advertising that are delivered to Mobile Properties, while references to “online” refer to Services provided in connection with online video advertising that are delivered to the Online Properties.

b) Publisher hereby grants to Tremor the right to (i) sell Ads on behalf of the Publisher Sites, (ii) display, transmit and reproduce content and materials contained on the Publisher Sites (“Publisher Content”), as contemplated herein, and (iii) access Publisher Sites and Web servers as necessary to perform the Services.

c) Tremor hereby grants to Publisher a non-transferable, non-exclusive, right and license to use, perform, and display the (a) pixels, web beacons, JavaScript, ad tags, XML or other programming code provided by Tremor for the purpose of requesting the delivery of an Ad to the Publisher Sites (collectively, “Tags”), (b) ad management applications hosted on Tremor Web servers, including the related component and/or online video player (“Acudeo”) and (c) Ads. Publisher shall implement any Tags provided by Tremor to Publisher on the Publisher Sites, in a location and manner as reasonably directed by Tremor.

d) Tremor may include Publisher as part of a bundle of arts and entertainment sites representing various audience packages or site categories in its sales efforts. Tremor will not provide advertisers with any guaranteed placement on the Publisher Sites, or in any particular placement within the Publisher Sites or in connection with any specific

show or feature film displayed on the Publisher Sites, without Publisher’s prior consent during the sales process in each instance.

2. INTEGRATION; REMNANT MOBILE EXCLUSIVITY.

a) Integration. As of the Effective Date, both parties shall use commercially reasonable efforts to complete Tremor’s integration with Publisher’s third party ad server, and to complete testing and performance levels to Publisher’s satisfaction, in Publisher’s sole discretion. Until Publisher provides written approval to Tremor that Publisher is satisfied with Tremor’s integration (the “Integration Approval”), Tremor shall be Publisher’s third-party representative for the sale of remnant mobile video advertising on the Mobile Properties in the Territory solely on a non-exclusive basis. Upon Publisher’s Integration Approval, such approval not to be unreasonably withheld, the exclusivity obligations set forth in Section 2(b) shall apply to the Mobile Properties. Notwithstanding any provision to the contrary set forth in this Agreement, fees payable by Tremor to Publisher prior to the Integration Approval for the Mobile Properties shall only be based upon the actual number of rendered pre-roll Ad impressions delivered by Tremor.

b) Remnant Online and Mobile Exclusivity. As a condition precedent to the exclusivity obligations contained in this Section in connection with Mobile Properties, Tremor must fulfill the obligations set forth in Section 2(a) above, including obtaining Publisher’s Integration Approval. Subject to the foregoing solely with respect to Mobile Properties, during the Term (defined in Section 9 below), and solely with respect to Publisher’s inventory that is not sold to a direct advertiser or agency by Publisher (hereinafter referred to as “remnant”), Publisher agrees that Tremor shall be Publisher’s exclusive third-party representative for the sale of remnant online and mobile video advertising on the Publisher’s Online Properties and Mobile Properties in the Territory. For the avoidance of doubt, such exclusivity shall only apply vis-à-vis other third party Remnant Ad Providers, and shall not apply to display Ads (i.e., banner ads), nor the sale of Ads on Publisher’s Connected TV Properties. “Territory” means Publisher Sites visited by users with IP addresses originating in the U.S. “Remnant Ad Providers” means any third party remnant advertising provider that (i) is not considered a direct client or direct advertising sales partner of Publisher, (ii) where Publisher is solely providing preemptable inventory, and (iii) for tier 2 and any other pricing (where tier 1 pricing would be considered direct advertising). For the avoidance of doubt, Publisher shall not sell any remnant online or mobile video advertising inventory via any other remnant third-party representative, network, exchange, or platform; it being understood and agreed that Publisher shall be permitted to use private exchange technology to facilitate the direct sale by Publisher of inventory to Publisher’s advertiser or agency clients provided that such private exchange technology providers (excluding such Publisher advertiser or agency clients to the extent using their own proprietary technology) shall not (x) use Publisher’s name and logos or (y) market for sale any of Publisher’s inventory. Publisher agrees to promptly terminate all of its other third-party online and mobile advertising relationships and request that such third parties remove as soon as practicable Publisher’s name and logos from all site lists, partner slides, and other marketing materials. Publisher further agrees to request that comScore or other third party remove the Publisher Sites from inclusion in any other third-party’s comScore or other reporting metrics. If Publisher becomes aware that other third parties are utilizing Publisher’s name and logo in violation of this Section 2, Publisher shall use its commercially reasonable efforts to end such unauthorized use.

3. REPORTING AND MEASUREMENT.

a) Any and all traffic or other data in connection with Tremor’s performance of the Services will be based solely upon reports generated by Tremor’s ad serving and application technologies (collectively, “Ad Serving Technology”).

b) During the Term, for reporting purposes only, Tremor shall make available through the Ad Serving Technology interface the number of Ad impressions monetized by Tremor, Ad impressions received from Publisher, clicks, CPM Rates, gross revenue, and other data recorded in connection with delivery of Ads to the Publisher Sites.

4. PROPRIETARY RIGHTS.

Publisher shall retain all right, title and interest in and to the Publisher Sites, Publisher Trademarks (as defined below), Publisher Content, and User Data (as defined below). Tremor shall retain all right, title, and interest in and to all of Tremor’s business and intellectual property, including, without limitation, its Ad Serving Technology, categorizations of the Publisher Content developed by Tremor related to the Ad Serving Technology, algorithms and analytics derived by Tremor from user data collected pursuant to this Agreement, or other proprietary materials, documentation or works developed, created, delivered or used by Tremor, and any and all Services provided hereunder (including all software, source code, and any derivative works, modifications, improvements and enhancements thereof or thereto). All rights of a party not expressly granted under this Agreement are expressly reserved by such party.

5. PUBLISHER & TREMOR OBLIGATIONS.

a) Publisher agrees that it shall not:

(i) place Tags or Ads on any site, page or location which have not been approved in advance by Tremor;

(ii) place any Ads below-the-fold in an auto-play state;

(iii) place any Ads in an auto-play state with the sound off;

(iv) use any form of adware, spyware or other nefarious computer programs or tools in the delivery of Ads;

(v) generate automated, fraudulent or otherwise invalid impressions or clicks on any of the Publisher Sites;

(vi) place Ads on social networks or through any online advertising exchange;

(vii) enable any features or functionality or otherwise allow Ads to be skippable;

(viii) place Ads proximately to any content that is pornographic, illegal, or obscene (any of the foregoing content shall be determined not to be “Clean”; Publisher acknowledges that Tremor may use technology to analyze video content in connection with determining whether such content is Clean);

(ix) generate any online Ad call from within an iFrame; or

(x) (a) copy, modify, create derivative works based upon, disassemble, reverse engineer, decompile, or otherwise derive source code from Acudeo or (b) transfer, lease, distribute or otherwise grant any rights in Acudeo to any third party.

b) Publisher agrees that it shall:

(i) provide a reasonable balanced delivery of Ad calls, in Publisher’s sole reasonable discretion;

(ii) work with Tremor in good faith with respect to the technological integration and execution of serving Ads on the Publisher Sites; including without limitation, ensuring that metadata, page URL and player size are passed in the Ad call and that all Ad calls are from video players that are 400 x 300 pixels or greater in width;

(iii) make available Inventory hereunder that is not artificial traffic generated by Publisher, such as pop-ups, pop-unders or interstitials;

(iv) clearly and conspicuously post notice on its Web site a privacy policy which identifies the nature and scope of the collection and use of data and information gathered by Publisher and its business partners, including for advertising purposes, and informs users of the Publisher Sites how to opt-out from such use of the data and information;

(v) notify Tremor if any cookie-based or other similar ad serving technologies used by Tremor on the Publisher Sites are being used to collect data on any child-directed site or the portion of any general audience site that is child-directed so as to enable Tremor to comply with terms of the Children's Online Privacy Protection Act;

(vi) maintain monthly average performance levels equal to or greater than seventy-five percent (75%) completion rate and (0.5%) click through rate with respect to online and mobile, and work with Tremor in good faith in the event of a degradation of such levels;

(vii) be responsible for the integrity of all content, materials, data and information that is provided to Tremor by Publisher under this Agreement;

(viii) promptly notify Tremor in writing of any unauthorized access or use of the Services of which it becomes aware; and

(ix) implement Tremor’s proprietary SDK for the Mobile Properties and use commercially reasonable efforts to implement Tremor’s SDK for Connected TV Properties, as soon as practical following the Effective Date or, with respect to the Connected TV SDK, such SDK’s availability; it being understood that the fill rate requirement set forth in Section 6 below with respect to mobile and connected TV Ad impressions shall not apply during any month in which Tremor’s mobile and connected TV SDKs have not been implemented, and in any such month Tremor shall pay Publisher based on the actual number of rendered mobile and connected TV Clean Ad impressions delivered by Tremor.

c) Tremor agrees that:(i) IAB Standards. Ads will be made available for sale by Tremor in conformance with the applicable

Internet Advertising Bureau (“IAB”) standards which may include, with respect to rich media Graphical Ads and video Graphical Ads, the IAB’s Rich Media Guidelines and Broadband Ad Creative Guidelines located at http://www.iab.net/standards/richmedia.asp and http://www.iab.net/standards/broadband/index.asp, the IAB’s Digital Video In-Stream Ad Format Guidelines and Best Practices, the IAB’s Display Advertising Creative Format Guidelines, The Digital Advertising Alliance’s Self-Regulatory Principles for Online Behavioral Advertising, http://www.aboutads.info/resource/download/seven-principles-07-01-09.pdf, or such other formats and standards as mutually agreed upon between the parties, but at a minimum standards that are representative of market standards for such Publishers Sites. Tremor will not sell Ads for display on the Publisher Sites other than in conformance with such standards and specifications without Publisher’s prior written consent.

(ii) Sales Rules . Tremor will coordinate with Publisher staff or Publisher’s designees on a continual basis to manage inventory of Ads, type of inventory, insertion order issues, and the like. All sales made by Tremor will be made through written agreements and/or insertion orders containing terms and conditions that are consistent with the terms and conditions of the IAB Terms and Conditions for Internet Advertising for Media Buys One Year or Less (“Sales Contracts”). Tremor will not make any statements, representations or warranties, whether orally or in writing, that are false, misleading or otherwise inconsistent with the terms and conditions of this Agreement. Publisher reserves the right to review and approve any marketing or promotional materials utilized by Tremor in connection with the sale of Ads on the Publisher Sites. Tremor will be solely responsible for commissions paid to its employees or agents in connection with the sale of Ads displayed on the Publisher Sites. Publisher will have no liability for such sales commissions or any other costs incurred by Tremor or its employees or agents in connection with the sale of Ads. If Tremor provides incentives for its ad sales personnel to sell

http://www.aboutads.info/resource/download/seven-principles-07-01-09.pdf

Ads, it will do so in a manner such that its sales personnel will be at least equally incentivized between selling Ads on the Publisher Sites and selling Ads on other publisher sites comprising the Tremor network of websites and applications. Without limiting the foregoing, Tremor will pay sales commissions for sales of Ads on the Publisher Sites according to the same structure and level it pays its sales personnel for sales of Ads of any third-party.

(iii) Ad Restrictions . Tremor will not sell Ads for display on the Publisher Sites in any of the advertising categories listed in Exhibit B or for any of the restricted Advertisers listed in Exhibit B, as such Exhibit B may be updated by Publisher from time to time by written notice to Tremor. Publisher reserves the right to reject or block the display of any advertisement (a) that Publisher reasonably determines violates this Section or Exhibit B, (b) if Publisher receives one or more regulatory inquiries with respect to such Ad or otherwise determines that such Ad could expose it to liability under applicable law or regulation or (c) that is inconsistent with the public image, goodwill or reputation of Publisher or its affiliates as determined by Publisher in good faith. Upon written notice of rejection by Publisher Tremor will promptly remove such Ad from the Publisher Sites. Additionally, Tremor will provide Publisher with distinct Tags, if necessary, so as to ensure that end users are not receiving the same Ad upon viewing Publisher Content, but rather are receiving a new and distinct Ad upon each playback of Publisher Content.

(iv) Technical Integration . Throughout the Term, Tremor will use commercially reasonable efforts to ensure, at its sole expense, that its systems and all Ads sold by it for display on the Publisher Sites interoperate with all ad serving systems used by Publisher or its third-party ad serving providers on the Publisher Sites as may be specified by Publisher or such providers during the Term.

(v) Insurance . Throughout the Term, Tremor will comply with the insurance obligations set forth in Exhibit D attached hereto and incorporated herein by this reference.

(vi) Technical Support . Throughout the Term, Tremor will use its commercially reasonable efforts to comply with the support schedule set forth in Exhibit E attached hereto and incorporated herein by this reference.

6. FEES. Subject to the terms and conditions of this Agreement, commencing as of the Effective Date and continuing throughout the Term, Tremor agrees to pay Publisher fees at the Cost per Thousand (“CPM”) rates set forth below for the Ads:

A. Monthly Online Properties Ad Impressions (Cost per Thousand) CPM Rate

0 - 6,000,000 $12.006,000,001 - 15,000,000 $10.0015,000,001 and above $8.00

B. Monthly Mobile Properties Ad Impressions (Cost per Thousand) CPM Rate

0 - 20,000,000 $13.0020,000,001 - 25,000,000 $10.0025,000,001 and above $7.00

C. Monthly Connected TV Properties Ad Impressions (Cost per Thousand) CPM Rate

0 - 6,000,000 $13.00

(a) With respect to the Online Properties and Connected TV Properties in the Territory, as applicable, in any given calendar month, fees shall be payable at the CPM rate specified above based on the greater of: (i) the actual number of rendered (as defined below) pre-roll Ad impressions delivered by Tremor to approved Online Properties and Connect TV Properties, as applicable, or (ii) the number of pre-roll Ad impressions calculated by multiplying (a) 95% by (b) the number of Qualified Ad Calls.

“Qualified Ad Call” means a Clean Ad call from a Tremor approved Publisher Site in the Territory that satisfies the requirements set forth in Section 5 of this Agreement and which has the ability to be rendered. “Rendered” refers to each individual Ad call to Tremor servers which results in the return of an Ad to the Publisher video player located on the Publisher Site recorded at the point in time during which the first frame of the Ad is displayed, post buffering. For example, with a Publisher who has a five (5) second delay before which the video Ad can appear, then the actual Ad call would occur at second zero (0) but the actual Ad slot would not be available to be rendered until second five (5).

(b) With respect to Mobile Properties in the Territory, in any given calendar month, fees shall be payable at the CPM rate specified above based on the greater of: (i) the actual number of rendered Ad impressions delivered by Tremor to the approved Mobile Properties (it being understood that in the event Tremor provides written notice (which may be via email), within seven (7) days of receiving notice by Publisher of an additional mobile property request, that it does not approve a particular mobile property as a Mobile Property under this Agreement, then that mobile property shall not be subject to the exclusivity), or (ii) the number of Ad impressions calculated by multiplying (a) 95% by (b) the Addressable Inventory (defined below).

“Addressable Inventory” means the total number of mobile Clean US pre-roll Ad calls that satisfy the requirements set forth in Section 5 of the Agreement multiplied by the Use Rate for such month. “Use Rate”

Tremor Video, Inc. Master Services Agreement

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means the total number of rendered mobile Ad impressions in a given calendar month divided by the number of Ads returned by Tremor in such month. By way of example, if Publisher makes 2,000,000 mobile Clean US pre-roll Ad calls in a given month, Tremor returns 1,700,000 Ads to Publisher and Publisher has 1,200,000 Ad impressions rendered (i.e., the actual Ad slot may be viewable on the mobile device via the Mobile Properties), then Publisher’s Use Rate for such month shall be equal to 1,200,000/1,700,000, or 70.59%; the Addressable Inventory for such month shall be equal to 70.59% x 2,000,000, or 1,411,765; and the fill guarantee for such month shall be equal to 95% x 1,411,765, or 1,341,177.

Notwithstanding anything to the contrary contained herein, Tremor shall only guarantee to deliver (A) in any single day up to (i) 2,000,000 online Ad impressions; (ii) 2,000,000 mobile Ad impressions; and (iii) 250,000 connected TV Ad impressions; and (B) in any month up to (i) 45,000,000 mobile Ad impressions; and (ii) 6,000,000 connected TV Ad impressions. The parties agree to work together in good faith to adjust the foregoing limitations as may be mutually agreed to be reasonably necessary during the Term.

(c) If Publisher restricts Tremor from delivering certain advertising campaigns to Publisher Sites and such restrictions impact Tremor’s ability to meet its fill rate requirements (i.e., 95% of Qualified Ad Calls or Addressable Inventory, as applicable), the parties shall work together in good faith to reduce the fill rate requirement set forth herein on a proportionate basis to the impact on Tremor’s ability to reach the fill rate requirement for so long as such restrictions exist. Notwithstanding the foregoing, Tremor shall comply with the Publisher Advertising Restrictions set forth in Exhibit B to this Agreement. In the event an Ad impression is delivered in violation of such restrictions, Publisher shall notify Tremor in writing, and as Publisher’s sole and exclusive remedy, Tremor shall promptly remove the Ad.

(d) If Publisher materially changes its balance of monthly delivery of Ad calls or its ratio of Ad calls delivered to video content, the parties shall work together in good faith to reduce the fill rate requirement and/or rates set forth herein.

(e) Tremor may not barter or otherwise exchange Ads on the Publisher Sites for non-monetary consideration.

(f) Tremor shall use commercially reasonable efforts to ensure that the Ad servers that perform the tracking of Publisher Ad calls received by Tremor from the Online Properties and the Mobile Properties (the “Tracking Servers”) are available; it being understood that Tracking Server “down” time shall exclude time resulting from any circumstances beyond Tremor’s reasonable control. Tremor’s scheduled maintenance shall occur as follows where the Tracking Servers will be down: During low volume periods and not to exceed ninety (90) minutes in any given calendar month. In the event that unscheduled down time exceeds fourteen (14) hours in any calendar month, then a credit shall be payable to Publisher calculated by multiplying: (i) the average Qualified Ad Calls or Addressable Inventory per hour, as applicable from the Online Properties and Mobile Properties during such calendar month, (ii) the down time greater than fourteen (14) hours, and (iii) the effective CPM rates, as applicable, during such month. In the event that unscheduled down time exceeds fourteen (14) hours in any two consecutive calendar months or exceeds twenty-four (24) hours in any calendar month, Publisher may terminate this Agreement upon ten (10) days’ written notice to Tremor such notice to be provided to Tremor within thirty (30) days of the end of the calendar month during which such downtime occurred. The remedy set forth above shall be Publisher’s sole remedy for any unavailability of the Tracking Servers.

7. REPRESENTATIONS AND WARRANTIES.

a) Each party warrants and represents at all times that (i) it has the right, power and authority to enter into this Agreement, (ii) it is duly organized and validly existing and in good standing under the laws of the state of its incorporation or formation, and (iii) the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement to which such party is a party or by which it is otherwise bound.


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b) Additional Representations and Warranties of Tremor. Tremor represents and warrants that: any Ads or other content displayed on the Publisher Sites as contemplated in this Agreement do not and will not (a) constitute a libel, slander, or defamation against any person or entity; (b) in any way violate, conflict with, or infringe upon any right of any kind or nature of any person or entity, including without limitation any copyrights, trademark rights, United States patent rights, trade secret rights, moral rights, rights of publicity or privacy, or other rights; (c) contain or promote activities generally understood as Internet abuse, including, without limitation, the sending of unsolicited bulk email, spam or sms spam, to the knowledge of Tremor, the use of spyware or other malware, or to the knowledge of Tremor the use of viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming; (d) contain or promote points, lottery or rewards based ads, or sites that use the ads to generate revenue for users to win points, earn rewards or other incentives, or that otherwise deceptively encourage users to click on the ads; or (e) otherwise cause injury to, or give rise to any claim by, any third party.

c) Publisher represents and warrants that, to the best of its knowledge:

(i) Publisher owns and/or has the right to use all Publisher Content, Publisher Site(s) and any Publisher intellectual property used in connection with this Agreement, and each of the foregoing do not and will not violate any laws, rules, regulations, or third-party rights;

(ii) the Publisher Content and Publisher Site(s) do not and will not contain any content which (a) is illegal, obscene, or pornographic, or (b) infringes the rights of any person or entity;

(iii) except as disclosed to Tremor in writing, none of the Publisher Sites are child-directed sites as defined by 15 U.S.C. §§ 6501–6506, The Children’s Online Privacy Protection Act of 1998; and

(iv) Publisher shall not, nor will it authorize or encourage any third party to, directly or indirectly interfere or attempt to interfere with the proper working of the Services.

8. DATA.


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a) “User Data” means non-personally identifiable data collected by Publisher or by Tremor from or about users of any of the Publisher Sites in connection with users’ interactions with Ads displayed on the Publisher Sites, including data relating to the display, delivery and performance of Ads on the Publisher Sites.

b) Ownership of User Data . As between Publisher and Tremor, Publisher owns all User Data. Except for the Permitted Uses described below, Tremor has no right, title or interest in the User Data.

c) Data Collection . In connection with Ads, Publisher will permit and enable the placement of Tremor’s (and its third party providers) ad beacons and cookies in connection with the Inventory on the Publisher Sites made available to Tremor, subject to the user opt-out provisions listed below and a user's ability to prevent the use of cookies through browser settings. The collection and sharing of User Data by the parties will comply with all applicable laws and regulations and with the parties’ respective privacy policies and terms of service. Tremor will not collect, and Publisher will not disclose to Tremor, personally identifiable information of users of the Publisher Sites. Tremor will collect, store, maintain and use User Data in accordance with security procedures and practices appropriate to the nature of the information and, in the event that Tremor actively collects Personal Data (as defined in Schedule C) pursuant to Schedule C. For clarity, Tremor does not collect Personal Data in its performance of the Services.

d) Permitted Uses . Tremor may use User Data solely (i) to perform its obligations under this Agreement, (ii) to improve, enhance and implement the sale, display and targeting of Ads on the Publisher Sites, and (iii) for analytics and general reporting purposes including, without limitation, the number of Ad impressions served to the Publisher Sites (collectively, the “Permitted Uses”) and for no other purposes. Tremor may also use aggregated User Data that does not identify Publisher or Publisher users solely for its internal business purposes, including, to improve, operate and optimize its Services. Without limiting the foregoing, Tremor will not use any User Data to sell, display or target advertising on any properties served by Tremor other than the Publisher Sites. Notwithstanding any provision to the contrary set forth in this subsection d, Publisher acknowledges and agrees that Tremor will target online users for the purposes of online behavioral advertising, using data and information collected across multiple web sites that a user visits, including, but not limited to the Publisher Sites, in order to predict preferences and to show such user ads that are most likely to be of interest to them. For the avoidance of doubt, Tremor shall not target Publisher Site users on non-Publisher Sites in their capacity as Publisher Site users.

e) User Opt Out . Publisher will include links within the Publisher Sites to pages that, among other things, (a) inform users of the collection of User Data as contemplated by this Agreement, (b) explain the Permitted Uses, and (c) enable users to opt out of the collection of such User Data. The placement of such links and the text of such pages will be within Publisher’s sole discretion. Tremor will not collect, and Publisher may take measures to prevent the collection by Tremor of, User Data (or any other tracking data) from users of the Publisher Sites who opt out of the collection by Tremor of User Data.


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f) Personal Data Privacy and Information Security . If applicable, Tremor shall comply with the data privacy and information security requirements set forth in the attached as Exhibit C, which is incorporated herein by reference.

g) EU Safe Harbor . If applicable, Tremor shall supply personal data to Publisher only in accordance with, and to the extent permitted by, applicable laws relating to privacy and data protection in the European Union and/or Switzerland. Any personal data supplied by Tremor to Publisher will be retained and used by Publisher only in accordance with the Sony Pictures Safe Harbor Privacy Policy, located at http://www.sonypictures.com/corp/eu_safe_harbor.html.

9. TERM AND TERMINATION.

a) Term . The initial term of this Agreement shall commence as of the Effective Date and shall continue until December 31, 2014. Thereafter, this Agreement shall renew for successive terms of one (1) year upon the mutual written consent of both parties (any such successive terms shall be included in the Term).

b) Termination for Cause . At any time during the term, this Agreement shall terminate ten (10) days after a party’s receipt of notice that such party is in material breach of any of the terms or conditions set forth herein, unless such party cures such breach within said ten (10) day period. Any obligations of the parties that must survive in order to give effect to their meaning or that contemplate performance by a party following the termination or expiration of this Agreement shall survive any termination or expiration the Agreement. In addition to any other remedies available at law, if Tremor reasonably determines that Publisher is using the Services in a manner that may damage or cause injury to the Services or reflect unfavorably on the reputation of Tremor, upon notice to Publisher (which may be via email) Tremor may suspend Publisher’s access to and use of the Services, however Tremor shall work with Publisher in good faith to promptly remedy such suspension.

c) Termination for Insolvency . Either party may terminate this Agreement immediately by written notice to the other party if (a) the other party files a petition for bankruptcy or is adjudicated a bankrupt under any applicable bankruptcy law; (b) the other party makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any applicable bankruptcy law; (c) the other party discontinues its business; or (d) a receiver is appointed for the other party or its business.

d) Effects of Termination . Upon termination, (i) Publisher shall immediately cease all use of and remove all Tags, and all other Tremor software and (ii) Tremor shall immediately cease all use of and remove all Publisher Trademarks, Publisher Content, and Publisher Sites. Upon any termination or expiration of this Agreement, each party, upon receipt of a written request from the other party hereto, will either deliver to the requesting party, or destroy, within thirty (30) days of receipt of such written request, all copies of any Confidential Information (whether in tangible or electronic form) of the party provided hereunder in its possession or under its control, and will furnish to the requesting party confirmation that such delivery or destruction has been fully effected.

10. PAYMENT.

a) Tremor shall pay Publisher sixty (60) days following the end of the applicable calendar month in which such fees were earned. All payments shall be made by Tremor based solely upon data derived from the Tremor Ad Serving Technology. In the event that there is a discrepancy of ten percent (10%) or more between the data derived from the Tremor Ad Serving Technology and data derived from Publisher’s technology, then the parties shall work together in good faith to reconcile such payment discrepancy. In the event that the parties do not resolve a payment discrepancy within a reasonable period of time, Publisher may immediately terminate this Agreement upon ten (10) days’ written notice to Tremor. Tremor will be solely responsible for all billing, collection and administrative matters in connection with its Advertisers and will undertake its obligations hereunder at Tremor’s sole expense. Tremor will be solely responsible, and Publisher will not be liable, for any make-goods, refunds or


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other liability or obligations due or owed by Tremor to its Advertisers because of the underperformance or under delivery of any Ads on the Publisher Sites.

b) In no event shall Tremor be liable to Publisher for (i) any earned balance less than one-hundred dollars ($100.00) per month; (ii) any payment based on any amounts that resulted from invalid clicks or impressions on Ads, as reasonably determined by Tremor; or (iii) any Ad impressions that are not Clean.

c) Other than any income taxes incurred by Tremor as a result of the sale of Ads to its Advertisers, Publisher is solely liable for any and all taxes relating to the placement of the Ads on the Publisher Sites.

d) All payments must be made in U.S. dollars by wire transfer pursuant to the wire transfer instructions set forth below or such other instructions as may be specified by Publisher in writing. Publisher may require Tremor to pay interest at the rate of one and one half percent (1.5%) per month or the highest legally permissible rate, whichever is lower, on all amounts not paid when due until such amounts are paid in full.

e)Wire Instructions: Beneficiary Bank: Bank of America

Bank ABA/Routing: 026009593SWIFT code: BOFAUS3NBeneficiary Name: Crackle, Inc. Beneficiary Account: 1233050404

f) Audit . During the Term and for a period of one (1) year thereafter, Publisher will have the right to cause an audit of the relevant books and records of Tremor upon at least thirty (30) days written notice to Tremor. Such audits will be conducted by a nationally recognized independent public accountant, no more than once during any twelve (12) month period and during normal business hours. If an audit reveals any underpayment in the amounts properly payable to Publisher, Tremor promptly will pay the amount of any such underpayment. Publisher will pay the costs of each audit unless an audit reveals an underpayment of more than 10% for any period, in which event Tremor promptly will reimburse Publisher for its reasonable and documented expenses incurred in connection with such audit in addition to the amount of any such underpayment.

11. CONFIDENTIAL INFORMATION.

a) Except as otherwise set forth herein, Recipient (defined below) shall only disclose the Confidential Information (defined below) to Recipient’s employees, officers, directors and agents who have a need to know for the purpose of fulfilling Recipient’s obligations under this Agreement. Recipient shall use the Confidential Information solely to perform its obligations under this Agreement and not for any other purpose. Recipient shall employ all reasonable steps to protect the Confidential Information from unauthorized or inadvertent disclosure or use, including, without limitation, all steps that Recipient takes to protect Recipient’s own confidential information. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser (defined below) as required by law or government regulation, or as necessary to establish the rights of either party under this Agreement; provided, however, that both Discloser and Recipient will stipulate to and cooperate in obtaining any orders necessary to protect such information from public disclosure.

b) “Confidential Information” means the terms of this Agreement, and any information disclosed by one party (“Discloser”) to the other party (“Recipient”) that is designated as “Confidential”, “Proprietary” or some similar designation, or given the nature of the information or the circumstances surrounding its disclosure should reasonably be considered confidential or proprietary. Without limiting the generality of the foregoing, (i) all Tremor software, technology, technical specifications, access logins/passwords, pricing, documentation, ideas and materials relating to the Services shall be deemed Confidential Information of Tremor, and (ii) all Publisher software, technology, technical specifications, rate cards, content, programming, original slates, ideas, distribution strategy and materials relating to the business of Publisher shall be deemed Confidential Information of Publisher. Confidential Information shall not include information that (i) is or becomes generally available to the public


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through no fault of the Recipient; (ii) was in the Recipient’s possession, free of any obligation of confidence at the time of the Discloser’s communication; (iii) was communicated to the Recipient free of any obligation of confidence by a third party, which third party was free to make such disclosure without breach of any obligation; or (iv) is verifiably developed by the Recipient without the benefit of the information provided by the Discloser. For the avoidance of doubt, but subject to Section 15(a), the identification of Publisher as a customer of Tremor and user of the Services, including the description of any exclusive relationship between Tremor and Publisher with respect to the provision of Services, solely with respect to an advertiser, agency, publisher partner, technology provider and investor relationships shall not be deemed Confidential Information.

c) It is further understood and agreed that money damages would not be a sufficient remedy for any breach by Recipient of Recipient’s obligations under this Section 11 and that Discloser shall be entitled to specific injunctive relief, subject to Section 16 below, as a remedy for any such breach. Such remedy shall not be deemed to be the exclusive remedy for the breach of such obligations but shall be in addition to all other available legal or equitable remedies.

d) This Section 11 shall survive the expiration or termination of this Agreement.

12. DISCLAIMER.

EXCEPT AS SET FORTH IN SECTION 7 OF THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THE SERVICES FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. TREMOR SHALL NOT BE LIABLE FOR: (1) ANY MEDIA ON WHICH THE ADVERTISING APPEARS; (2) THE CONTENTS OF ANY ADVERTISING NOT SOLD BY TREMOR; OR (3) UNAVAILABILITY OR INOPERABILITY OF THE INTERNET, OR CORRUPTION OR LOSS OF INFORMATION. TREMOR DISCLAIMS ALL LIABILITY ARISING SOLELY FROM PUBLISHER’S OTHER SERVICE PROVIDERS WHOSE SERVICES MAY BE USED IN CONJUNCTION WITH THE SERVICES.

13. INDEMNIFICATION.

a) INDEMNIFICATION BY TREMOR . Tremor will indemnify, defend and hold harmless Publisher, and its officers, directors, employees and agents from and against any and all costs, liabilities, losses and expenses, including, without limitation, reasonable attorneys’ fees, arising from any claim, suit, action or proceeding brought by any third party against Publisher alleging (1) that the Tags, Ads, Acudeo, and Services (including the Tremor software and equipment, but excluding any content, information or materials provided by Publisher or an Advertiser not sold by Tremor) infringe or misappropriate, as applicable, any United States patent, copyright, trade secret or trademark, music synchronization, literary or dramatic right or right of privacy of any claimant, constitutes a libel or slander of such claimant, or violate any applicable laws, rules or regulations, including any advertising and privacy laws; and (2) breach by Tremor of any of Tremor’s representations, warranties, or obligations set forth in this Agreement. If a court of competent jurisdiction or Tremor determines that any claim described in this sub-section prevails or is likely to prevail, Tremor may, at its option and expense (i) procure the right for Publisher to continue to use the applicable subject matter; (ii) replace or modify the applicable subject matter so that they or it no longer infringes or misappropriates, as applicable, any such patent, copyright, trade secret or trademark; or (iii) terminate this Agreement. Tremor’s obligations in this Section 13 shall not apply to the extent such infringement arises as a result of (i) modifications to the software that is provided with the Services made other than by Tremor or Tremor’s authorized representatives, or (ii) the combination or use of the Services with materials not supplied by Tremor.

b) INDEMNIFICATION BY PUBLISHER . Publisher shall indemnify, defend and hold harmless Tremor, and its officers, directors, employees and agents from and against any and all costs, liabilities, losses and expenses,


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including, without limitation, reasonable attorneys’ fees, resulting from any claim, suit, action or proceeding brought by any third party against Tremor alleging (i) that the Publisher Content or Publisher Sites infringe or misappropriate, as applicable, any United States patent, copyright, trade secret or trademark music synchronization, literary or dramatic right or right of privacy of any claimant, constitutes a libel or slander of such claimant, or violate any applicable laws, rules or regulations, including any advertising and privacy laws, (ii) breach by Publisher of any of Publisher’s representations, warranties or obligations set forth in this Agreement and (iii) Publisher’s misuse of the Services.

c) INDEMNIFICATION OBLIGATIONS . If any action is brought against either party in respect to any allegation for which indemnification may be sought from the other party, the indemnified Party will promptly notify the indemnifying party of any such claim of which it becomes aware and will (i) provide reasonable cooperation to the indemnifying party at the indemnifying party’s expense in connection with the defense or settlement of any such claim, provided, that failure to notify the indemnifying party will not relieve the indemnifying party of any liability that the indemnifying party may have, except to the extent that such failure materially prejudices the indemnifying party’s legal rights, and (ii) be entitled to participate at its own expense in the defense of any such claim. The indemnified party agrees that the indemnifying party will have sole and exclusive control over the defense and settlement of any such third party claim. However, the indemnifying party will not acquiesce to any judgment or enter into any settlement that adversely affects the indemnified party's rights or interests without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed.

14. LIMITATION OF LIABILITY.

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT IN CONNECTION WITH EITHER PARTY’S OBLIGATIONS RELATING TO INDEMNIFICATION OF THIRD PARTY CLAIMS OR INFRINGEMENT OF INTELLECTUAL PROPERTY OR BREACHES OF THE CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S LIABILITY EXCEED THREE MILLION ($3,000,000.00) DOLLARS.

15. MARKETING AND PUBLICITY.

a) Trademark License Grant . During the Term and subject to the restrictions and conditions set forth below, Publisher hereby grants Tremor a non-transferable, non-exclusive, non-sublicensable, royalty-free license to display Publisher’s name, Publisher Site URLs and application names, and trademarks (collectively, “Publisher Trademarks”) solely to sell and promote the sale of Ads on the Publisher Sites. In addition, Tremor may reproduce screen shots of pages of the Publisher Sites solely for the purpose of preparing sales materials. Publisher agrees to execute the Entity Proof of Partnership Letter attached to this Agreement as Exhibit A. Neither party will issue any press releases concerning this relationship without the prior written consent of the other party.

b) No Assertions as to Trademarks . Tremor will not (a) assert any trademark or other intellectual property or proprietary right in the Trademarks or in any element, derivation, adaptation, variation or name thereof; (b) contest the validity of any of the Trademarks; (c) contest Publisher’s or its licensors’ ownership of any of the Trademarks; or (d) in any jurisdiction, adopt, use, register, or apply for registration of, whether as a corporate


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name, trademark, service mark or other indication of origin, or as a domain name, any Trademarks, or any word, symbol or device, or any combination confusingly similar to, or which includes, any of the Trademarks.

c) Goodwill in Trademarks . As between Publisher and Tremor, any goodwill resulting from Tremor’s use of any Trademarks will inure to the benefit of Publisher and/or its licensors and will automatically vest in Publisher and/or its licensors upon use by Tremor. Tremor will not engage in any action it has reason to know that may dilute, diminish, or otherwise damage Publisher’s or its licensors’ rights and goodwill in the Trademarks.

d) Trademark Guidelines . Tremor will abide by the trademark quality control guidelines, if any, for Publisher that are provided to Tremor during the Term. If Publisher provides any updated guidelines during the Term, Tremor will comply with the updated guidelines within a reasonable period of time.

e) Ownership of Trademarks . As between Publisher and Tremor, all right, title and interest in the Trademarks are exclusively owned by Publisher or its licensors. Publisher grants no rights to the Trademarks except for the limited license granted above. Publisher reserves any rights not expressly granted and disclaims all implied licenses.

16. GOVERNING LAW; ARBITRATION.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, excluding application of its conflicts of law principles. All actions or proceedings arising in connection with, touching upon or relating to this Agreement, the breach thereof and/or the scope of the provisions of this Section (a “Proceeding”) shall be submitted to JAMS (“JAMS”) for binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less (as applicable, the “Rules”) to be held solely in New York, New York, U.S.A., in the English language in accordance with the provisions below:

(a) Each arbitration shall be conducted by an arbitral tribunal (the “Arbitral Board”) consisting of a single arbitrator who shall be mutually agreed upon by the parties. If the parties are unable to agree on an arbitrator, the arbitrator shall be appointed by JAMS. The arbitrator shall be a retired judge with at least ten (10) years’ experience in commercial matters. The Arbitral Board shall assess the cost, fees and expenses of the arbitration against the losing party, and the prevailing party in any arbitration or legal proceeding relating to this Agreement shall be entitled to all reasonable expenses (including, without limitation, reasonable attorney’s fees). Notwithstanding the foregoing, the Arbitral Board may require that such fees be borne in such other manner as the Arbitral Board determines is required in order for this arbitration clause to be enforceable under applicable law. The parties shall be entitled to conduct discovery in accordance with the applicable Section of the New York Code of Civil Procedure, provided that (a) the Arbitral Board must authorize all such discovery in advance based on findings that the material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances, and (b) discovery shall be limited to depositions and production of documents unless the Arbitral Board finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought.

(b) There shall be a record of the proceedings at the arbitration hearing and the Arbitral Board shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitral Board's decision. If neither party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the Arbitral Board's decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court or, in the case of Tremor the New York State Court, which may be made ex parte, for confirmation and enforcement of the award. If either party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the award of the Arbitral Board shall be appealed to three (3) neutral arbitrators (the “Appellate Arbitrators”), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitral Board. The appealing party shall file its appellate brief within


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thirty (30) days after its written notice requesting the appeal and the other party shall file its brief within thirty (30) days thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitral Board applying the same standards of review (and all of the same presumptions) as if the Appellate Arbitrators were a New York State Supreme Court, Appellate Division reviewing a judgment of the New York State Supreme Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not remand the matter to the Arbitral Board. The decision of the Appellate Arbitrators shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court or, in the case of Tremor the New York State Court, which may be made ex parte, for confirmation and enforcement of the award. The party appealing the decision of the Arbitral Board shall pay all costs and expenses of the appeal, including the fees of the Appellate Arbitrators and including the reasonable outside attorneys' fees of the opposing party, unless the decision of the Arbitral Board is reversed, in which event the costs, fees and expenses of the appeal shall be borne as determined by the Appellate Arbitrators.

(c) Subject to a party's right to appeal pursuant to the above, neither party shall challenge or resist any enforcement action taken by the party in whose favor the Arbitral Board, or if appealed, the Appellate Arbitrators, decided. Each party acknowledges that it is giving up the right to a trial by jury or court. The Arbitral Board shall have the power to enter temporary restraining orders and preliminary and permanent injunctions. Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the Arbitral Board’s award; provided, however, that prior to the appointment of the Arbitral Board or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent jurisdiction in Los Angeles County, California or, if sought by Publisher, New York, New York , without thereby waiving its right to arbitration of the dispute or controversy under this Section. All arbitration proceedings (including proceedings before the Appellate Arbitrators) shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. Notwithstanding anything to the contrary herein, Tremor hereby irrevocably waives any right or remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution, exhibition or other exploitation of any motion picture, production or project related to Publisher, its parents, subsidiaries and affiliates, or the use, publication or dissemination of any advertising in connection with such motion picture, production or project. The provisions of this Section shall supersede any inconsistent provisions of any prior agreement between the parties.

17. GENERAL. The parties are independent contractors. Nothing in this Agreement will be construed to place the parties in any partnership, agency or joint venture relationship. Neither party may assign or otherwise transfer this Agreement without the other party’s written consent, which shall not be unreasonably withheld, conditioned or delayed. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties’ respective successors and permitted assigns. Any legal notice required to be delivered shall be deemed delivered: three (3) days after deposit in U.S. mail; one (1) business day if sent by overnight courier service; and immediately if sent electronically or by fax, confirmed by registered or certified mail, or delivered in person. All communications will be sent to the addresses set forth below or to such other address as may be designated by a party by giving written notice to the other parties pursuant to this Section.

If to Crackle: Crackle, Inc.c/o Sony Pictures Entertainment Inc.10202 W. Washington Blvd.Culver City, CA 90232Facsimile No: (310) 244-2169


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Attn: Executive Vice President, Legal Affairs

With a copy to: Sony Pictures Entertainment Inc.10202 W. Washington Blvd.Culver City, CA 90232Facsimile No: + 1 (310) 244-0510Attn: General Counsel

All business correspondence: Jason M. SchaefferExecutive Director, Media [email protected]

If to Tremor: Tremor Video, Inc.Tremor Video, Inc.53 West 23rd StreetNew York, New York 10010Attn: General Counsel

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to circumstances beyond the reasonable control of the non-performing party. This Agreement, including all applicable Spot Buys, attachments and addendums hereto, constitutes the complete agreement between the parties and supersedes all prior agreements or representations, written or oral, concerning the subject matter of this Agreement. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of a Spot Buy, attachment or addendum hereto, the Spot Buy, attachment or addendum shall govern. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party.

[SIGNATURE PAGE FOLLOWS]


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IN WITNESS WHEREOF, each of the parties has caused this Tremor Video Master Services Agreement to be executed by its duly authorized officer as of the date first above written.

TREMOR VIDEO, INC. CRACKLE, INC.

By: By: Name: Name: Title: Title:


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EXHIBIT A

Custom Entity Proof of Partnership Letter for comScore, Inc. Reporting

I, [name], [title] of Company, certify that Company a) is the majority owner of all URLs or comScore reported entities listed below (collectively, the “Company

entities”)b) enjoys a legitimate business relationship with Tremor Video, Inc. (“Tremor Video”) where Tremor Video is

able to serve media units to the Company entities, andc) authorizes that all Company entities can be a part of a Custom Entity requested by Tremor Video in comScore

Inc. syndicated audience measurement reports.

I understand that authorizing the creation of a Custom Entity that includes the Company entities will have no impact on comScore continuing to report Company separately as an Entity. I also understand that this request is subject to review by comScore to determine that custom entity creation is consistent with comScore’s reporting rules. comScore retains the right in its sole discretion to refuse this request if this request would in fact be inconsistent with comScore’s reporting rules. If necessary, comScore may require additional documentation to verify ownership of the Company entities before granting this request. For example, if Company is not the named registrant of the Company entities, Company must provide documentation demonstrating that the registrant of those Company entities is (1) owned or (2) employed by Company. I understand that acceptance of this letter by comScore imposes no legal liability whatsoever on comScore for damages, whether actual, incidental or consequential, relating to the maintenance or reporting of the Company entities. I understand that Company is fully responsible for timely notification to comScore of any updates to the Company entities, including, but not limited to, changes in ownership of any of the Company entities.

Company shall indemnify and hold harmless comScore Inc. from and against any claims, liabilities, costs and expenses of any kind (including reasonable attorney’s fees and expenses) arising out of any allegation of improper assignment of the Company entities pursuant to this letter.

[List of URLs / comScore reported entities here]

________________________ ________________________Signature Name

________________________ ________________________Title Company

________________________Date


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EXHIBIT B

PUBLISHER ADVERTISING RESTRICTIONS

Advertiser Block ListActivisionActivision BlizzardAnchor Bay EntertainmentBlizzard EntertainmentCaesar's EntertainmentCapcom U.S.A. Inc.DISNEY INTERACTIVE MEDIA GROUP (DIMG)EA GamesFord (excluding advertising related to the following Ford products: Tier 2 Ford Dealer Group initiatives, Escape, and Focus)Google (excluding advertising related to the following Google products: Play, Search, Nexus, Now, Apps, Maps, Android OS)Konami of America, Inc.Microsoft (excluding advertising related to the following Microsoft products: Internet Explorer, Outlook SkyDrive, MSN, Azure, IT CloudNintendoNintendo WiiSony and Sony PicturesSony PlayStationSony Online EntertainmentSony Network EntertainmentSony PicturesSony EntertainmentSony Pictures Home EntertainmentSummit EntertainmentSummit Entertainment, LLCUbisoftXbox2K games

Category Block ListCategory/Description

Alcoholic Beverages: Accept as long as it meets US guidelinesGambling: May not depict actual money; may link to a site but site may not have actual gambling

Contests or Sweeps: Crackle to review on case by case basis

Motion Pictures: Must include MPAA rating of film; NC-17 reviewed on case by case basis

Games: Game advertisements (including game consoles, hardware, and gaming titles) appearing on Crackle's CTV inventory must be pre-approved by Sony; Must include ESRB rating; Not yet rated on case by case basis;

Competitive Advertising: Hulu, Daily Motion, Break, Nintendo, Wii, and Sony PlayStation not permitted

Strictly Prohibited Categories: Porn, tobacco, illegal drugs, premium phone rates, or firearms Tremor Video, Inc. Master Services Agreement

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EXHIBIT CInformation Security Program Safeguards

Tremor shall be responsible for implementing and maintaining, in each case, as commercially reasonable, the following (directly by Tremor and/or through its subcontractors, as applicable):1) PERSONAL DATA PRIVACY

(a) Definition – For purposes of this Agreement, “Personal Data” means individually identifiable information from or about an individual including, but not limited to, (i) social security number; (ii) credit or debit card information, including card number, expiration date and data stored on the magnetic strip of a credit or debit card; (iii) financial account information, including the ABA routing number, bank account number and retirement account number; (iv) driver’s license, passport, or taxpayer, military or state identification number; (v) medical, health or disability information, including insurance policy numbers, (vi) passwords, fingerprints or biometric data, or (vii) other data about an individual, including first and last name; home or other physical address, including street name and name of city or town; email address or other online contact information, such as an instant messaging user identifier or a screen name, that reveals an individual’s email address; and telephone number.

(b) Personal Data Usage – To the extent that Publisher provides to Tremor, or Tremor otherwise accesses, Personal Data about Publisher’s employees, customers or other individuals in connection with this Agreement, (i) Tremor shall only use Personal Data for the purposes of fulfilling its obligations under this Agreement, and Tremor will not disclose or otherwise process such Personal Data except upon Publisher’s instructions in writing; (ii) Tremor will notify Publisher in writing and obtain Publisher’s consent before sharing any Personal Data with any government authorities or other third parties; (iii) comply with relevant data privacy laws, and (iv) Tremor agrees to adhere to additional mutually agreed to contractual terms and conditions related to Personal Data as Publisher may require in writing that Publisher deems necessary, in its sole discretion, to address applicable data protection, privacy, or information security laws or requirements.

(c) Unauthorized Disclosure – In the event that (i) any Personal Data is disclosed by Tremor (including its agents or subcontractors), in violation of this Agreement or applicable laws pertaining to privacy or data security, or (ii) Tremor (including its agents or subcontractors) discovers, is notified of, or suspects that unauthorized access, acquisition, disclosure or use of Personal Data has occurred (“Privacy Incident”), Tremor shall notify Publisher promptly in writing of any such Privacy Incident. Tremor shall cooperate fully in the investigation of the Privacy Incident.

(d) Remediation – To the extent that a Privacy Incident gives rise to a need, in Publisher’s sole judgment, to (i) provide notification to public authorities, individuals or other persons, or (ii) undertake other remedial measures (including, without limitation, notice, credit monitoring services and the establishment of a call center to respond to inquiries (each of the foregoing a “Remedial Action”)), at Publisher’s request, Tremor shall, at Tremor’s cost, undertake such Remedial Actions. The timing, content and manner of effectuating any notices shall be determined by Publisher in its sole discretion.

2) INFORMATION SECURITY

(a) Physical Security(1) Physical Security and Access Control – Safeguards to (i) maintain all systems hosting Publisher Personal

Data and/or providing services on behalf of Publisher in a physically secure environment that provides an unbroken barrier to unauthorized access, (ii) restrict access to physical locations containing Personal Data, such as buildings, computer facilities, and records storage facilities, only to authorized individuals, and (iii) detect and respond to any unauthorized access that may occur.

(2) Physical Security for Media – Appropriate procedures and measures to prevent the unauthorized viewing, copying, alteration or removal of, all media containing Personal Data, wherever located.


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(3) Media Destruction – Appropriate procedures and measures to destroy (subject to applicable record retention requirements) removable media containing Personal Data when no longer used or, alternatively, to render Personal Data on such removable media unintelligible and not capable of reconstruction by any technical means before re-use of such removable media is allowed.

(4) Environmental Hazards – Measures to protect against destruction, loss, or damage of Personal Data or information relating thereto due to potential environmental hazards, such as fire or water damage or technological failures, as well as uninterruptible power supply (UPS) to ensure constant and steady supply of electricity.

(b) Technical Security (1) Access Controls on Information Systems – Appropriate procedures and measures to control access to all

systems hosting Personal Data and/or providing services on behalf of Publisher (“Systems”) through the use of physical and logical access control systems, grant access only to authorized individuals and, based on the principle of least privileges, prevent unauthorized persons from gaining access to Personal Data, appropriately limit and control the scope of access granted to any authorized person, and document all relevant access events, including:(i) Access Rights Policies – Policies and procedures regarding the granting of access rights to Personal Data to

permit only the appropriate personnel to create, modify or cancel the rights of access of Tremor’s employees, agents and subcontractors. Such policies and procedures must ensure that only designated information asset owners and their delegates may authorize and grant access to Personal Data. Systems or applications that can be used to access Personal Data must have strong passwords. On a quarterly basis, Tremor shall conduct reviews to ensure compliance with this Section (b)(1)(i).

(ii) Authorization Procedures for Persons Entitled Access – Appropriate procedures to establish and configure authorization profiles in order to enable personnel to have access to Personal Data to the extent that they need to know the data to perform their duties, and to enable access to more sensitive classifications of Personal Data only within the scope and to the extent covered by their respective access permission.

(iii) Authentication Credentials and Procedures – Appropriate procedures for authentication of authorized personnel, including use of Publisher approved authentication to access any Personal Data on Publisher’s networks or other systems.

(iv) Remote Access – Appropriate procedures and measures to prevent personnel performing remote system support from accessing Personal Data without end-user permission and presence and/or accountability during remote access sessions and subject to all applicable confidentiality obligations.

(v) Access Control via Internet – Appropriate procedures and measures to prevent the Systems or Personal Data from being used by unauthorized persons by means of data transmission equipment via the Internet or otherwise. No "administration" consoles for web server, application and database software will be accessible from the Internet. Any servers that can be used to transmit Personal Data to the Internet shall be configured with firewalls to only expose port 80 and 443 to the Internet.

(vi) Internet-Based Communications/Transmissions – Appropriate procedures and measures to ensure security and integrity of Internet-based email and other communications, including use of encryption, time stamp and other techniques for transmission of sensitive Personal Data or other communications over the Internet. Only secure protocols such as SSL or SFTP may be used to transfer Personal Data on to the web servers and active monitoring of this shall be done to ensure only legitimate uploads and downloads.

(vii) Access Monitoring – Appropriate procedures and measures to monitor all access to Systems and Personal Data, including protocol analyzers for applications, network and servers, only by authorized Tremor personnel, and to track additions, alterations, and deletions of Personal Data.

(viii) Intrusion Detection/Prevention and Malware – Appropriate and up-to-date procedures and safeguards to protect Personal Data against the risk of intrusion and the effects of viruses, Trojan horses, worms, and other forms of malware, where appropriate. Tremor must make all reasonable attempts to ensure that basic DOS and DDOS measures are in place. Tremor must implement active intrusion monitoring systems and monitor logs on a 24*7*365 basis alerting Publisher promptly of any breach detected affecting Personal Data.

(ix) Program Patching and Vulnerability Remediation – Appropriate procedures and measures to regularly update and patch operating systems, applications and databases to eliminate vulnerabilities and remove flaws


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that could otherwise facilitate security breaches. Security patches for high-level vulnerabilities (e.g. vulnerabilities that can result in compromise of server, loss of personal information, brand defacement) must be applied within 24 hours to 10 business days, depending upon the particular operating system, application or database,; security patches for non high-level vulnerabilities (e.g. invalid server SSL certificate, server or application misconfigurations) must be applied within a target of 10 business days; and all operating system, web server, and application software security patches must be installed within a target of 10 business days of patch release. Tremor must appropriately remediate any known vulnerabilities within a timely manner. If Tremor is unable to remediate vulnerabilities in a timely manner, Tremor must isolate any systems, applications, and databases from the Internet. Websites or systems that have direct or indirect access to the Internet shall not be opened to the Internet until such vulnerabilities have been fixed.

(2) Additional Application and Website Coding, Security, and Testing Requirements – If any application coding will be performed by Tremor in connection with any application that processes or stores (or might allow access to) any Personal Data:(i) Tremor must write code that appropriately addresses known security risks. At a minimum, Tremor must

comply with any applicable published Open Web Application Security project ("OWASP") security guidelines and must address the current OWASP top ten web application security risks.

(ii) When new code is deployed or existing code modified, Tremor must take all reasonable steps to ensure that the code is secure, including appropriate testing from a security vulnerability perspective, prior to going live on the Internet. Full regression testing must also be conducted to ensure that security remains strong across the entire site.

(iii) Captcha technology must be used when designing any website registration page to prevent ‘robot scripts’ from registering false users.

(iv) Any website with a login and password must be designed using strong passwords. All website "reset" password and "forgotten" password features must be designed to use an industry standard secure mechanism to reset user passwords.

(v) Any servers that host Personal Data or websites that provide an interface to access Personal Data must be security hardened using industry best practices, and all operating systems and software configurations (including applications and databases must conform to best industry security practices for such applications and databases).

(3) Data Management Controls(i) Data Input Control – Appropriate procedures to enable Tremor to check and establish whether, when, and

by whom Personal Data may have been input into the Systems, or otherwise modified, or removed. (ii) Data Processing Control – Appropriate procedures and measures intended to limit the processing of

Personal Data to the uses permitted under the Agreement.(iii) Access to Production Data – Appropriate procedures and measures to limit access to production Personal

Data to authorized persons requiring such access to perform contracted services and to prevent other access to such Personal Data, except temporary access to production Personal Data to support specific business need.

(iv) Logs – All web server, application and database logs for systems or applications that process or store Personal Data must log sufficient data and information to recreate unauthorized activity. In the event of a breach, such logs must enable the tracing of unauthorized activity from the intrusion point through to table level access in a database. All such logs must be kept for a minimum of 1 year.

(v) Data Encryption – Appropriate procedures and measures to protect Personal Data so that it cannot be read, copied, changed or deleted by unauthorized persons while in storage and while it is being transferred electronically or transferred or saved on data media, including data encryption in storage on portable devices where appropriate in light of the sensitivity of the Personal Data. Any encryption schemes used shall be consistent with the strongest available industry best practices.

(vi) Backup, Retention, and Recovery – Appropriate backup and recovery procedures and measures to safeguard Personal Data from events resulting in the loss of data or in system unavailability from any cause, including but not limited to implementing and testing at least annually an appropriate business continuity and disaster recovery plan (including a data backup plan).


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(vii) Secure Disposal – policies and procedures regarding the disposal of Personal Data, and tangible property containing Personal Data, taking into account available technology so that Personal Data cannot be practicably read and reconstructed.

(c) Organizational Security(1) Responsibility – Assignment of responsibility for information security management. An information security

group shall maintain a list of individuals authorized to access Personal Data, and shall be responsible for approving authorized access privileges to users, and documenting access security procedures. The information security group shall monitor and periodically review access levels, logging reports and access violation reports to detect inappropriate Systems activity and to facilitate the timely investigation of suspicious or unauthorized activity, and periodically conduct access reviews to verify that access assignments are appropriate. The information security group shall ensure that they conduct vulnerability assessments (infrastructure and application layer) at least once a month and also allow Publisher’s information security staff to scan bi-weekly for vulnerabilities. Upon Publisher’s request, Tremor will provide the contact information for the information security group so they can be contacted 24*7*365 for support and security enquires. Tremor will fully co-operate with Publisher’s information security and investigations personnel should a breach occur and ensure that evidence is preserved in a forensically sound manner.

(2) Resources – Commitment of adequate personnel resources to information security.(3) Confidentiality Agreements – Requirement that Tremor’s employees, agents, and subcontractors, and others

with access to Personal Data, enter into signed confidentiality agreements and agree to use the systems to perform only authorized transactions in support of their job responsibilities.

(4) Qualification of Employees – Appropriate procedures and measures to ascertain the reliability, technical expertise, and personal integrity of all employees, agents, and subcontractors who have access to the information system or Personal Data.

(5) Obligations of Employees – Appropriate procedures and measures to verify that any employee, agent or contractor accessing the Personal Data knows his obligations and the consequences of any security breach.

(6) Controls on Employees – Employee background checks, where and to the extent permitted under applicable law, for employees with responsibilities for or access to Personal Data.

(7) Compliance with Laws – Tremor will fully comply with all data privacy laws in relation to the storage of personal information.

(8) Enforcement – Appropriate disciplinary procedures against individuals who access Personal Data without authorization, or who otherwise commit security breaches.

(d) Additional Safeguards(1) Security Incident Procedures – policies and procedures to detect, respond to, and otherwise address security

incidents, including procedures to monitor systems and to detect actual and attempted attacks on or intrusions into Personal Data or information systems relating thereto, and procedures to identify and respond to suspected or known security incidents, mitigate harmful effects of security incidents, and document security incidents and their outcomes. Tremor shall also designate a security official responsible for the development, implementation and maintenance of all the safeguards in this Schedule.

(2) Testing – Tremor shall regularly test the key controls, systems and procedures of its Information Security Program to ensure that they are properly implemented and effective in addressing the threats and risks identified. Tests should be conducted or reviewed by independent third parties or staff independent of those that develop or maintain the security programs.

(3) Security Awareness and Training – a security awareness and training program for all applicable members of Tremor’s workforce (including management), which includes training on how to implement and comply with this Schedule.

(4) Adjust the Program – Tremor shall monitor, evaluate, and adjust, as appropriate, the Information Security Program in light of any relevant changes in technology or industry security standards, the sensitivity of the Personal Data, internal or external threats to Tremor or the Personal Data, requirements of applicable work orders, and Tremor’s own changing business arrangements, such as mergers and acquisitions, alliances and joint ventures, outsourcing arrangements, and changes to information systems.


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3) SURVIVAL

All data privacy and security obligations shall survive any termination or expiration of the Agreement with respect to Personal Data.


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EXHIBIT D

INSURANCE REQUIRMENTS

1. Tremor shall, at its own expense, procure and maintain the following insurance coverage for the benefit and protection of Publisher and Tremor, which insurance coverage shall be maintained in full force and effect until all obligations under this Agreement are completed:

1.1 A Commercial General Liability Insurance Policy with a limit of not less than $2 million per occurrence and $2 million in the aggregate, including Contractual Liability.

1.2 Professional Liability to include MultiMedia Errors & Omissions Insurance with limits of not less than $1 million for each occurrence and $2 million in the aggregate.

(An Umbrella or Following Form Excess Liability Insurance Policy will be acceptable to achieve the liability limits required in clauses 1.1 and 1.2 above)

2. The policies referenced in the foregoing clause 1.1 shall name Crackle, Inc., its parent(s), subsidiaries, licensees, successors, related and affiliated companies, and its officers, directors, employees, agents, representatives and assigns as an additional insured by endorsement and shall contain a Severability of Interest Clause. All of the above referenced policies shall be primary insurance in place and stead of any insurance maintained by Publisher. Tremor’s insurance companies shall be licensed to do business in the state(s) or country(ies) where services are to be performed for Publisher and will have an A.M. Best Guide Rating of at least A:VII or better. Tremor is solely responsible for all deductibles and/or self insured retentions under their policies.

3. Tremor agrees to deliver to Publisher upon execution of this Agreement Certificates of Insurance and endorsements evidencing the insurance coverage herein required. Each such Certificate of Insurance and endorsement shall be signed by an authorized agent or insurance underwriter of the applicable insurance company. Notice of cancellation will be provided in accordance with the policy provisions.


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EXHIBIT E

TECHNICAL SUPPORT

A. Any problems or issues (“Problems”) related to the Services shall be subject to the following. If a Problem is not resolved by the time identified in the Target Resolution time period, the following successively senior Tremor executives shall contact Publisher to provide an explanation as to why the Problem is not resolved and what steps are being taken to resolve the Problem as soon as possible: (a) if not resolved in the Target Resolution time, the applicable Tremor executive will be the Tremor’s Account Representative; (b) if not resolved in 2 times the Target Resolution time, the applicable Tremor executive will be the person to whom the person identified in subsection (a) reports; (c) if not resolved in 3 times the Target Resolution time, the applicable Tremor executive will be the person to whom the person identified in subsection (b) reports; and (d) if not resolved in 4 times the Target Resolution time, the applicable Tremor executive will be the person to whom the person identified in subsection (c) reports, or a direct report to the Tremor’s Chief Operating Officer, whichever is higher. Problem requests may be submitted via the following address: [email protected] or using the following phone number: 646 723 5313.

Severity Level Target Acknow-ledge (1)

Efforts (2)

Updates as mutually agreed (3)

Target Resolution or Workaround(4)

1: URGENT. Complete and sustained critical application or service outage or operating in a materially degraded manner.

3 hoursRE 24x7

12 hours

2: HIGH PRIORITY. Critical application, service or function is not available or operating in a materially degraded manner but a work around exists, or a non-critical application, service or function is not available or operating in a materially degraded manner, but a work around exists.

8 hoursRE during BH

24 hours

3: MEDIUM PRIORITY. Non-critical application, service or function is not available or operating in a materially degraded manner, but a work around does not exist.

4 days RE during BH

72 hours

4: LOW PRIORITY. Questions and information request which have little or no impact on business operations.

7 daysRE during BH

1 week

(1) Defines the time by which Tremor must respond to the Publisher acknowledging receipt of the problem.(2) Defines the efforts Tremor will use to correct the problem. “RE” means Reasonable Efforts, “BH” means business hours, which are defined as 9:00AM – 6:00PM Eastern Time (3) Defines how often Tremor will update Publisher with respect to the resolution of the Problem.(4) Defines the target time for Tremor to resolve the Problem.

MAINTENANCE NOTIFICATIONS

Notification of Maintenance Downtime. Tremor will notify Publisher of any maintenance which may cause Services to be unavailable. Except in cases of emergency, notification will be provided at least one business day prior to such maintenance. In cases of emergency, Tremor will use its commercially reasonable efforts to notify Publisher of a downtime as soon as practicable.


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mailto:[email protected]

SCHEDULE 1PUBLISHER SITES

Online PropertiesIncludes Crackle on the following:- Crackle.com- Chrome web app - Windows 8 (up to four hundred fifty thousand (450,000) impressions per calendar month; provided, however at any time during the term, except during the first ninety (90) days following the Effective Date, Tremor may exclude Windows 8 as an Online Property under this Agreement by providing at least thirty (30) days written notice to Publisher (which may be via email), and then Windows 8 shall not be subject to the exclusivity and all fees payable by Tremor to Publisher with respect to Windows 8 shall only be based upon the actual number of rendered pre-roll Ad impressions delivered by Tremor).

Mobile PropertiesIncludes Crackle on the following:- Android handset app- Android tablet app- iPad app- iPhone/ iPod app- Windows Phone app (up to three hundred thousand (300,000) impressions per calendar month; provided, however at any time during the term, except during the first ninety (90) days following the Effective Date, Tremor may exclude Windows Phone app as a Mobile Property under this Agreement by providing at least thirty (30) days written notice to Publisher (which may be via email), and then Windows Phone app shall not be subject to the exclusivity and all fees payable by Tremor to Publisher with respect to Windows Phone app shall only be based upon the actual number of rendered pre-roll Ad impressions delivered by Tremor). - Kindle- Nook

BlackBerry (up to one hundred seventy thousand (170,000) impressions per calendar month; provided, however at any time during the term, except during the first ninety (90) days following the Effective Date, Tremor may exclude BlackBerry as a Mobile Property under this Agreement by providing at least thirty (30) days written notice to Publisher (which may be via email), and then BlackBerry shall not be subject to the exclusivity and all fees payable by Tremor to Publisher with respect to BlackBerry shall only be based upon the actual number of rendered pre-roll Ad impressions delivered by Tremor).

Connected TV PropertiesIncludes Crackle on the following:- Google TV- BIVL (Bravia) TV- LG App- PS3, Playstation App, Loot, Playstation Store- Roku app- Samsung app- Toshiba app- Vizio app- Yahoo app


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