EDAA Trust Seal

Conversant Full Platform Service Order

This Conversant Customer Full Platform Service Order (“Service Order”) between Conversant LLC (“Conversant”) and the advertiser or agency signing the relevant Insertion Order (“Advertiser,” which shall be deemed to include an agency on behalf of an advertiser where applicable) is effective as of the date that the last relevant Party signs the first relevant Insertion Order (“Effective Date”) and incorporates the terms of the Conversant General Services Agreement located at http://www.conversantmedia.com/legal/gsa (or the then-current url as determined by Conversant) (“Agreement”). In the event of a conflict between the terms and conditions in this Service Order and those stated in the Agreement or any related Insertion Order, the terms of this Service Order shall control.

NOW, THEREFORE, for and in consideration of the Parties’ agreements set forth below and intending to be legally bound, the Parties hereby agree as follows:

1. Definitions. Unless elsewhere defined herein the following additional terms will apply to this Service Order. Any capitalized term not defined herein will have the meaning ascribed to it in the GSA.

1.1. “Advertising” means using a Cookie or other technology to identify current or prospective customers and provide relevant personalized digital Ads.

1.2. “Agility Connect” means the separate data environment within Conversant that renders Customer Data pseudonymous.

1.3. “Cookie” means parcels of text sent by a server to a browser and then sent back unchanged by the browser each time it accesses that server.

1.4. “CORE Identity” means the pseudonymous identifier assigned to an individual and the Device Identifiers linked to that identifier.

1.5. “CORE Profile” means the collection of attributes assigned to a CORE Identity related to an individual’s preferences and characteristics derived solely from Conversant’s proprietary datasets and data licensed from third parties.

1.6. “Customer Data” means certain information, including transaction information and Directly Identifiable Information, relating to Marketing Partner’s customers that is collected and transferred by Marketing Partner to Agility Connect as described herein.

1.7. “Database” means the location in which Conversant stores Pseudonymous Data.

1.8. “Device Identifiers” means Cookies, mobile device identifiers, and similar identifiers that relate to a specific computer, browser, smartphone, tablet, or other electronic device.

1.9. “Directly Identifiable Information” or “DII” means any information used, or intended to be used, to directly identify a particular individual, including name, address, telephone number, email address, financial account number, and government-issued identifier.

1.10. “IO” means an insertion order that sets forth the details for each Campaign, including flight dates, cost, and total budget. Each IO executed between the parties is incorporated into this Service Order by reference.

1.11. “Pseudonymous Customer Data” means the non-directly identifiable Customer Data processed and transferred by Agility Connect to the Database.

1.12. “Pseudonymous Data” means (a) information collected by Conversant about the products, services, or other website content that an individual interacts with on Marketing Partner’s website and mobile application, if enabled by Marketing Partner, that is not Directly Identifiable Information and (b) Pseudonymous Customer Data.

1.13. “Tag” means code (e.g., HTML) or a web beacon (e.g., pixel tag, clear GIF) (a) that requests the delivery of Advertising or tracks an Advertising impression or click, or (b) on a website that enables the collection of information about a person’s interactions with that website.

2. Statement of Work. Conversant shall provide services to Marketing Partner that involve the use of both Customer Data and Pseudonymous Data. Marketing Partner will work with Conversant to facilitate the transfer of Customer Data to Agility Connect via a secure file transfer protocol (SFTP) or another mutually agreed-upon commercially reasonable encryption measure. Marketing Partner will not deliver: (i) credit card or other financial account information; (ii) Social Security Numbers; or (iii) driver’s license or state ID card numbers to Agility Connect. Agility Connect will convert the Customer Data to Pseudonymous Customer Data before supplying it to the Database. Pseudonymous Data will also be collected by utilizing a Cookie and/or Tag for the purpose of Advertising. Marketing Partner will facilitate the placing of Conversant’s Tags on all agreed-upon pages of Marketing Partner’s website(s). Marketing Partner will ensure that no Directly Identifiable Information can be collected through the Tags. Conversant will use the Pseudonymous Data for Campaigns as specified in each IO. Conversant will not share, provide, or otherwise disclose any Pseudonymous Data with or to any third party, nor will Pseudonymous Data be used to contribute to, enhance, create, or affect the CORE Profile in any way. The Pseudonymous Data may enable Conversant to add or confirm Device Identifiers to the CORE Identity (without identifying Marketing Partner as the source of any Device Identifier).

3. Billing and Payment. Marketing Partner agrees to pay all fees and charges for Campaigns as set forth on an applicable IO. After the launch of a Campaign pursuant to an IO, Marketing Partner will be billed for impressions delivered on a monthly basis. Accounts unpaid thirty (30) days after the due date of any invoice may have service suspended or terminated and any outstanding balances will then become immediately due.

4. Term and Termination. This Service Order will commence on the Effective Date and continue until terminated in accordance with this Section 4, except that the Parties agree that Marketing Partner’s first Campaign will run for a minimum of ninety (90) days. Except as set forth in this Section 4, either Party may terminate this Service Order for any reason following thirty (30) days’ written notice. In addition, Conversant may terminate this Service Order at any time in accordance with Section 3. The terms of this Service Order and the GSA will apply to any IO between the Parties.

5. Advertising/Design Content. Marketing Partner will own and have all right and title in all Marketing Partner Marks. All other logos, designs, or other promotional artwork used by Conversant to create Ads hereunder are Conversant’s work product, belong entirely to Conversant, and may not be used by any other party without Conversant’s express prior written consent (the “Conversant Creative”). Marketing Partner grants Conversant a non-exclusive worldwide and royalty-free license to use, execute and copy, for purposes outlined in this Service Order, all Marketing Partner Marks contained in the Conversant Creative. However, nothing in this Service Order shall be construed as a grant to Conversant by Marketing Partner of any right to manufacture for sale any merchandise or offer any service bearing Marketing Partner’s name, likeness, portrait or picture other than for the purpose of serving Ads hereunder. The Ads created by Conversant are subject to the mutual approval of Conversant and Marketing Partner.

6. Marketing Partner’s Additional Representations and Warranties. In addition to the representations and warranties listed in the GSA, Marketing Partner represents and warrants that:

6.1. Marketing Partner is the owner of the Customer Data or otherwise has the right to transfer the Customer Data to Agility Connect for the uses described in this Service Order, and the Customer Data was collected, used and transferred in full compliance with all Laws and all applicable privacy policies and notices (including Marketing Partner’s privacy policy and any privacy notice); and

6.2. the Customer Data relates only to residents of the United States.

7. Notices. Any notices required or permitted pursuant to the GSA or this Service Order shall be in writing and addressed (a) to Conversant at Epsilon Data Management, LLC, Attn: Legal Department/Urgent, 6021 Connection Drive, Irving, Texas 75039, with a concurrent copy to legalnotices@epilson.com or (b) to Marketing Partner, at the address listed on the most recent IO, by overnight, second day, or certified mail, and will be deemed received upon actual receipt. Any required notice shall also be sent concurrently to the email address set forth below. The sender of the notice shall be responsible for ensuring an appropriate and reliable tracking mechanism to verify delivery and receipt of such notice to the intended Party.

8. Miscellaneous. For purposes of this Service Order, a Party may agree and/or sign by any of the following actions as determined by Conversant: (a) Conversant posting online terms; (b) Marketing Partner clicking through a Conversant click through or similar agreement; and/or (c) by a written instrument signed by an authorized representative of each Party.

Conversant LLC

General Services Agreement

Confidential and Proprietary Information

v. 5/February 2022