GENERAL PUBLISHER AGREEMENT

THIS GENERAL PUBLISHER AGREEMENT (the “GPA”) is made by and agreed to between you (“Media Partner”) and Epsilon Data Management, LLC (“Epsilon”), each a “Party” or together in any number referred to as “Parties.”

NOW, THEREFORE, the Parties, for good and valuable mutual consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows:

1. Structure of Agreement, Inventory and Incorporated Documents.

1.1. Structure of Documents. The terms and conditions for the Inventory Media Partner provides are found in this Agreement and any additional documents referencing this Agreement and signed by the Parties (collectively, the “Agreement”). Media Partner shall provide the Inventory to Epsilon as specified in this Agreement, which may have attached or contain a reference to, including by URL, one or more additional “Incorporated Documents,” each incorporated herein by this reference.

1.2. Controlling Documents. The Parties intend that this Agreement and the Incorporated Documents, to the maximum extent practical, shall be construed in a manner that yields the greatest internal consistency. In the event of a conflict between the terms of this Agreement and the terms of an Incorporated Document, the terms of the Agreement shall control; provided, however, that the Parties may in any Incorporated Document agree to: (i) exclude or except any portion or otherwise controlling provisions of this Agreement; and/or (ii) adopt a clause or provisions to apply in lieu of any otherwise controlling provisions of this Agreement.

1.3. Existing Agreements. If Media Partner has an existing, valid, and signed agreement in place with an Epsilon Affiliate (a “Legacy Agreement”), the terms of that Legacy Agreement shall continue and be unaffected hereby for that Affiliate, unless otherwise specified and agreed in writing by the parties to that Legacy Agreement.

2. Definitions. Unless otherwise defined herein or in any Incorporated Document, the following definitions shall apply to the terms of this Agreement:

“Ad(s)” means the graphic, video, video companion banners or text file(s) to be displayed by Media Partner on behalf of Epsilon or its advertisers.

“Advertiser” means Epsilon’s advertiser-client.

“Affiliate(s)” means any corporation or entity which controls, is controlled by, or is under common control with a Party.

“App” means Media Partner’s or a publisher’s downloadable application for a Mobile device that permits placement of Ads or serving of Impressions, and includes Connected TV (“CTV”).

“Compatible Device” means a User’s Mobile communication device which may include, without limitation, wireless, Mobile or cellular communication devices, internet communications devices, or other communications or transmission technologies now known or hereafter devised.

“Confidential Information” means all administrative, technical, financial, trade secret, or other private information, not generally available to the public, including any Epsilon rates or pricing information, whether or not such Confidential Information carries a proprietary legend, is marked as confidential, or is transmitted verbally. Confidential Information does not include information, even if designated by a Party, which: (a) is or becomes generally available to the public without breach of this Agreement; (b) can be documented was in the possession of the Receiving Party (defined below) prior to its disclosure by the Disclosing Party (defined below); (c) becomes available from a third party not in breach of any obligations of confidentiality and without knowledge by the Receiving Party of any breach of a fiduciary duty or obligation owed to Disclosing Party (defined below); or (d) can be documented was independently developed by the Receiving Party.

“Contaminated Files” means adware, spyware, P2P application, malware, spyware, viruses, worms, Trojan horses or other harmful computer code that interferes with or disrupts the integrity or performance of any Epsilon service.

“Demand Partner” means entities other than Epsilon that purchase Inventory, including without limitation demand side platforms, ad exchanges, agency trading desks, and ad networks.

“Directly Identifiable Information” or “DII” means data linked, or intended to be linked, directly to an identified individual, including name, address, telephone number, email address, financial account number, and non-publicly available government-issued identifier.

“Epsilon API” means Epsilon’s Application Programming Interface, as provided to Media Partner by Epsilon.

“Epsilon IP” means the (a) Ads; (b) pixels, Tags, Intellectual Property, software or other computer and/or source code, and any deviations thereon, owned and/or provided by Epsilon for use by Media Partner; and (d) Epsilon API when applicable; (e) and other Intellectual Property made available to Media Partner in connection with its performance under this Agreement.

“Epsilon Interface(s)” means all websites that are owned, operated or hosted by or on behalf of Epsilon, including, without limitation, Epsilon's branded websites.

“Impressions” means either: (a) for a website, the number of times a display Ad is served and begins to render to a User; (b) for Apps, the number of times a display Ad is served and is visible on the screen, of a User’s device; or (c) for video Ads, the number of times an Ad is served and begins to play to a User.

“Incentivized Traffic” means traffic generated to Media Property page based on a system of rewards, or by offering compensation, payment, or benefits to a User to view or interact with Ads.

“Intellectual Property” or “IP” means trade names, logos, trademarks, service marks, trade dress, internet domain names, copyrights, patents, trade secrets, knowhow and proprietary technology, including, without limitation, those used by a Party or which may be developed and/or used by it in the future.

“Inventory” means elements of a Media Property designated for placement of Ads.

“Laws” means all applicable laws, including but not limited to federal, state and local laws and regulations.

“Media Properties” means any digital property owned by, aggregated by, or under the control of Media Partner, or on which Media Partner has a license to offer Inventory, and includes, without limitation, websites (desktop and Mobile-enabled) as well as Apps.

“Mobile” means cellular, tablet, and/or handheld devices.

“Tags” means any technology, tool, or code (including but not limited to cookies, pixels, SDKs, APIs, local shared objects, and scripts) that enables the transmission of the bid request to Epsilon.

“Third-Party Channel” means an online application distribution channel operated by a third party for a given type of Property or for Properties associated with a given Compatible Device platform, such as Apple’s “App Store” or Google’s “Google’s Play Store.”

“User” means any actual person accessing the Media Properties.

3. Epsilon Partnerships.

3.1. Epsilon Rights and Accounts. Epsilon reserves the right, in its sole discretion, to reject, omit, or exclude any Media Partner or Media Property for any reason at any time with or without notice.

3.2. Epsilon Interfaces. The terms in this section are only applicable as necessitated by Media Partner’s access to Epsilon Interfaces, where such access exists. Media Partner agrees it will not use the Epsilon Interfaces or any content therein or data obtained therefrom for any purposes other than as permitted under this Agreement. Media Partner is responsible for all activity under its account and its account security, including maintaining the security of any login and password credentials it establishes to access the Epsilon Interfaces. Epsilon will not be liable for any loss or damage from Media Partner’s failure to comply with maintaining its account security. Media Partner will not use any automated means to access or manage Media Partner’s account with Epsilon or to monitor or copy the Epsilon Interfaces except upon the prior written approval of Epsilon. Media Partner agrees it will not (i) bypass Epsilon's robot exclusion headers (including using any device, software or routine to do so) or (ii) interfere or attempt to interfere with the proper working of the Epsilon Interfaces, interface, or any program thereon. Media Partner acknowledges and agrees that Epsilon has no control over the availability of the Epsilon Interfaces on a continuous or uninterrupted basis and any failure resulting from technical difficulties does not represent a failure by Epsilon to meet its obligations of this Agreement. Media Partner also understands and agrees that Epsilon is not responsible for the functionality of any third-party website or interface. Epsilon reserves the right to discontinue offering any of the functions on the Epsilon Interfaces at any time.

3.3. Limitation on Communications with Advertiser. Except as otherwise specified by Epsilon, Media Partner agrees that it will direct all communications relating to any Ad served pursuant hereto this Agreement directly to Epsilon and not to any other entity, including Advertiser.

4. Ads and Intellectual Property Rights.

4.1. Compliance with Industry Standards. Media Partner agrees to undertake and place Ads in compliance with this Agreement and will position Ads in such a manner to assure that they are fully and clearly visible to consumers and displayed in accordance with the terms of this Agreement and any other agreed upon specifications.

4.2. Properties and Activities.

4.2.1. Placement Restrictions. Media Partner shall not: (i) place Ads or Epsilon IP on any Media Property that contains, promotes, refers or, or has links to: (a) profanity, sexually explicit materials, hate material, promote violence, weapons, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or family status, or any other materials reasonably deemed to be harmful to the reputation of an advertiser or Epsilon; (b) software piracy; (c) illegal activities, deceptive practices or violations of the Intellectual Property or privacy rights of others; (d) web sites or Apps under construction, or that do not own, or have a license to place Ads on, the domain of the Inventory; (e) pages that are blank or without content; (f) activities generally understood as internet abuse, including but not limited to, the sending of unsolicited bulk email or the use or transmission of Contaminated Files; or (g) unmoderated user-generated content; (ii) place Ads in emails or SMS/text messages; (iii) stack Ads (e.g. place on top of one another so that more than two ads are next to each other); (iv) place Ads on non-approved web sites; (v) place Ads in such a manner that may be deceptive to the User; (vi) place Ads on facsimiles or via telemarketing; or (vii) place misleading statements near the Ad (i.e., “You will win $5,000”).

4.2.2. Activity Restrictions. Media Partner shall not: (i) foster or promote Incentivized Traffic to Ads; (ii) violate guidelines of any search engines being utilized; (iii) falsely suggest a link between Epsilon and a third party or otherwise infringing on a third party’s Intellectual Property rights; (iv) engage in any misleading or deceptive conduct; (v) use invisible methods to generate impressions, clicks, or transactions that are not initiated by the affirmative action of the User; (vi) attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Epsilon IP, Tags, source codes, links, pixels, modules or other data provided by or obtained from Epsilon that allows Epsilon to serve the Ad and measure its performance; (vii) engage in bid caching or bid shading; (viii) participate in browser history sniffing; (x) use automatic refreshes without Epsilon’s knowledge and approval; (ix) use any method to fraudulently, deceptively or artificially inflate the number of impressions or any payable action; (x) distribute or link to pages that distribute Contaminated Files or other software that is harmful to a user’s computer; (xi) use systems that overlay ad space on a given site without the express permission of the site owner; (xii) place Ads or Epsilon IP on any website or app not approved by Epsilon; (xiii) manipulate or suppress Ads provided by Epsilon; or (xiv) copy, modify, take, sell, re-use, or divulge in any manner any Ad or Epsilon IP without Epsilon’s prior written consent. Any approved modifications shall be owned solely by Epsilon. Any Epsilon Ad that is copied, changed, or altered without prior written approval by Epsilon may result in non-payment for the campaign and/or termination.

4.2.3. Video. Media Partner is not permitted to run video Ads that (i) are below-the-fold and auto-start; (ii) by default (i.e., without User interaction) do not play the sound track of the Ad; (iii) auto-start and are presented or located in such a manner that would make it unlikely that the Ads would be viewed by actual Users whether or not the sound is defaulted to off; (iv) are located in pop-up windows; or (v) are in-banner video Ads. Video Inventory must represent linear video placements or authorized and properly declared formats (e.g. outstream units).

4.3. Quality Control. Epsilon monitors the Media Properties to ensure that its Advertisers receive high quality Inventory. Any Media Partner that commits fraudulent activities, including false impressions, clicks, conversions, leads, or incentivized clicks, will have their accounts permanently removed and shall not be compensated for fraudulent traffic as determined by Epsilon in its sole but reasonable discretion.

4.4. Licenses; Intellectual Property Ownership.

4.4.1. General. Provided that Media Partner complies with all the provisions of this Agreement, Epsilon hereby grants to Media Partner a limited, revocable, non-exclusive, non-assignable, non-sublicensable, non-transferable license to reproduce, use, execute, and display the Epsilon IP solely for purposes of performing its obligations for the benefit of Epsilon hereunder. Except for the limited license expressly granted in this Section, nothing in this Agreement shall be construed as Epsilon granting Media Partner any right, title or interest in Epsilon IP. Media Partner acknowledges and agrees that Epsilon and/or its Advertiser(s) owns all right, title and interest in and to the Epsilon IP and all related Intellectual Property rights of any kind anywhere in the world. Media Partner’s use of the Epsilon IP or the results created thereby or disseminating or distributing any of this information except as expressly permitted by this Agreement is strictly forbidden and will result in the termination of this limited license and may result in Media Partner being held liable under applicable law. Subject to the limited licenses granted to Epsilon and Media Partner herein, each Party shall own and shall retain all right, title and interest in its Intellectual Property. Except as provided in this Agreement, neither Party may distribute, sell, reproduce, publish, display, perform, prepare derivative works or otherwise use any of the Intellectual Property of the other Party without the express prior written consent of such Party.

4.4.2. Restrictions. Without limiting the foregoing, except as expressly authorized herein, Media Partner will not, and will not cause or permit: (i) copying or modification of any portion of the Epsilon API, or any accompanying documentation; (ii) reverse engineering, decompilation, translation, disassembly, alteration, adaptation, or discovery of the Epsilon IP or any report file format; (iii) use of the Epsilon IP in any manner other than as expressly authorized under this Agreement; or (iv) transfer or export any Epsilon IP in violation of applicable Law.

4.4.3. Rights Reserved. Epsilon reserves the right to (i) make substitutions and modifications in the specifications and technology of the Epsilon API and/or any other software or systems used in connection with Epsilon’s delivery of Ads, provided such substitutions or modifications do not adversely affect the functionality of the same; and (ii) discontinue the Epsilon API or any software or systems used in connection with serving of Ads, without prior notice.

4.4.4. Additional Proprietary Rights. Media Partner acknowledges and agrees that Epsilon or its Affiliates, suppliers, service providers, or business partners may serve Ads (including video Ads) via an App, and Media Partner hereby grants to Epsilon (and its Affiliates, suppliers, service providers, and business partners) any and all necessary rights and licenses to do so. Consequently, and without limiting the foregoing, Epsilon and its Affiliates, suppliers, service providers and business partners are authorized to load Epsilon IP onto Apps in connection with such serving of Ads. Media Partner acknowledges and agrees that Epsilon and/or Advertiser owns all right, title and interest in and to the Epsilon IP and all related intellectual and proprietary rights of any kind anywhere in the world. Media Partner’s use of the Epsilon IP or the results created thereby, or disseminating or distributing the same, except as expressly permitted by this Agreement, is strictly forbidden and will result in the termination of this limited license and may result in Media Partner being held liable under applicable law.

4.5. Data Ownership. Media Partner understands that all data, including, but not limited to, data derived from Epsilon IP, DII provided by Users in response to an Ad, and/or any or all reports, results, and/or information created, compiled, analyzed and/or derived by Epsilon from such data is the sole and exclusive property of Advertiser (where such data is derived from Advertiser) and/or Epsilon and is considered Epsilon’s Confidential Information pursuant to this Agreement. Epsilon has the right to use the User(s) and/or data without further obligation to Media Partner. Media Partner shall not make any use of, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, such data or information, or any portion thereof, to any third-party nor benefit any third party, including without limitation, any such data or information for purposes of enhancing a User’s profile. Media Partner shall not transfer to Epsilon any (i) DII or (ii) any other User information subject to opt-in consent where such consent has not been provided by such User.

4.6. Ad Serving.

4.6.1. General. Epsilon may purchase Inventory on Media Properties in order to display Ads. Media Partner shall place, and shall be solely responsible for placing, Ads on such Epsilon-approved Properties. Media Partner agrees to use Epsilon IP, or technology otherwise provided or specified by Epsilon, to place Ads pursuant hereto. All Ads must be served from an Epsilon server or through an Epsilon approved third-party-hosted server and only Ads served in accordance with this section will count toward any statistic or payment. Media Partner acknowledges and agrees that Epsilon may not be able to fill one hundred percent (100%) of Inventory requests with paying Ads.

4.6.2. Apps. Media Partner will be solely responsible for distributing or publishing each App and will do so only through legitimate Third-Party Channels and/or other appropriate and legal channels. Media Partner acknowledges it will be solely responsible for making arrangements for each App to be hosted and distributed through any applicable Third-Party Channel. Media Partner will submit each App to such Third-Party Channel(s) in accordance with the policies and procedures of the Third-Party Channel(s), and will be solely responsible for any fees, revenue shares, or other compensation charged by any third party in connection with the hosting or distribution of such App.

4.7. Inventory Availability. Epsilon may make Inventory available to advertisers via an exchange-based resale and provide information about Media Partner or other bid request data sufficient to allow Demand Partners to exercise meaningful choice in purchasing Inventory.

5. Payment.

5.1. Payment Terms.

5.1.1. General. Media Partner will be paid 30 days after the end-of-month. All payments are based on actuals as defined, accounted and audited by Epsilon. Any payment obligation of Epsilon accruing under this Agreement shall be due and owing solely to Media Partner. Calculation of Media Partner earnings, including Impressions, shall be in Epsilon’s sole but reasonable discretion. Media Partner must provide (i) a US Tax ID and company name that matches IRS records, or VAT Registration Number and International Tax ID; (ii) its mailing address and/or payment instructions; (iii) email address; and (iv) a completed and accurate W-9 or equivalent (if Media Partner is US-based) or a completed and accurate W-8 or equivalent (if Media Partner is not US-based). Epsilon shall be entitled to withhold $25 for each wire transfer fee incurred. Epsilon may take legal action against Media Partner in the event it violates any of the terms and conditions set forth in this Agreement.

5.1.2. Auction Pricing. Where the Parties integrate for the use of the Media Partner service to match Ads with Inventory, inclusive of all related user interfaces, user portals, technology and software by which Epsilon access and manage its Ad campaigns in connection herewith (“Media Partner Services”), Media Partner will deliver, or cause to be delivered, Ads submitted as a result of the highest bid for a given Impression (“Winning Bid”). Such Inventory will be sold, and purchased, in a first-price auction placed using Epsilon IP, in which the price of the Winning Bid is the price at which an impression is sold. Calculation of Media Partner earnings, including Impressions, shall be in Epsilon’s sole but reasonable discretion and based on the Amount of the highest bid for a given impression and the price at which that Impression is sold (“Auction Clearing Price”). Media Partner will deliver, or cause to be delivered, Ads submitted as a result of a Winning Bid by Epsilon, subject to and in accordance with the terms and conditions herein and ensure that the specifications associated with such Winning Bid and provided by Epsilon will be executed with accuracy.

5.1.3. Discrepant Measurement. In the event Media Partner disagrees with any such calculation, Media Partner shall immediately send a written request to Epsilon detailing, with specificity, Media Partner's concerns. Thereafter, Epsilon will provide Media Partner with an explanation or, if such calculations are determined by Epsilon to be incorrect, an adjustment. Epsilon’s calculations shall be final and binding.

5.2. Transaction Taxes. Any payments made hereunder do not include and are net of any government-imposed garnishments (e.g. IRS, child support, withholding tax), foreign or domestic governmental taxes or charges that may be applicable to the sale, licensing, marketing or distribution of the Media Properties, including without limitation excise, sales, use, or value-added taxes; customs or other import duties; or other taxes, tariffs or duties. If required by applicable law or authorities, Epsilon may reduce payments by the amount of tax, duties, or fees for which Media Partner is responsible hereunder, and pay such tax, duties, or fees to the appropriate authorities.

6. Term and Termination. Either Party may terminate this Agreement immediately, in whole or in part, in its sole but reasonable discretion, with written notice, should the other Party: (i) materially breach an agreement with the other Party or its Affiliate and fails to cure such breach within thirty (30) days of its receipt of notice thereof; (ii) be a party to a lawsuit involving the other Party or its Affiliates; (iii) become insolvent; (iv) make an assignment for the benefit of creditors; (v) cease to do business as an ongoing concern; or (vi) file a petition or have a petition filed against it under any bankruptcy or insolvency laws. Upon termination, Media Partner agrees to immediately remove from the Media Properties any and all Epsilon IP supplied to Media Partner by Epsilon. Media Partner will be paid, in the next scheduled payment cycle following termination, for all legitimate, non-fraudulently accrued, earnings due up to the time of termination. Either Party may terminate this Agreement without cause upon thirty (30) days’ advance written notice.

7. Representations and Warranties.

7.1. Mutual. Each Party represents and warrants that: (i) it has the full power and authority to enter into this Agreement; (ii) its execution of and performance under this Agreement does not and will not breach or cause a default under any other agreement, contract or joint venture agreement to which it is a party; (iii) its performance hereunder will fully comply with all applicable Laws, including but not limited to those relating to advertising, the internet, online privacy, unfair business practices, or otherwise; (iv) it will not engage in conduct as expressly prohibited in this Agreement; and (v) it will provide and maintain the resources, personnel and facilities suitable to perform its obligations under the Agreement.

7.2. By Media Partner. Media Partner represents, warrants, and covenants that (i) it owns or has appropriate license to the content on its Media Properties and/or appropriate license to offer the Inventory provided by Media Partner and any applicable license fees required for Media Partner content are Media Partner's obligation and not the obligation of Epsilon and (ii) any Media Partner defined default ads shall adhere to the Epsilon creative content guidelines set forth at https://legal.epsilon.com/us/creative-guidelines or then-current url.

7.3. By Epsilon. Epsilon warrants that the Ads will not violate or infringe upon any third-party rights or be defamatory or obscene.

8. Confidentiality.

8.1. Confidential Information. A Party (the “Receiving Party”) may receive Confidential Information of the other Party (the “Disclosing Party”) and the Receiving Party shall keep such Confidential Information in confidence and protect such Confidential Information, including, but not limited to, by security measures at least as restrictive as those it takes to protect its own Confidential Information, but in no case less than reasonable security measures. Except as required by law or permitted by this Agreement, the Receiving Party shall not disclose Confidential Information to any third party (other than to its legal and financial advisors, agents, employees, and consultants on a “need to know” basis who are under obligations of confidentiality at least as restrictive as those in this Agreement), without the Disclosing Party’s prior express written consent, and the Receiving Party shall not use any Confidential Information for any purpose other than in connection with the performance of its obligations and exercise of its rights under this Agreement. At the express written request of the Disclosing Party, the Receiving Party shall return or destroy any Confidential Information of the Disclosing Party to the extent possible and except as otherwise needed as evidence or as required to be provided by each Party in an aggregated form to governmental authority(ies). The Parties agree the Confidential Information of the Disclosing Party is and remains the property of the Disclosing Party. Disclosure or use of Confidential Information by the Receiving Party in violation of the provisions of this Section would cause irreparable injury to the Disclosing Party; therefore, in the event either Party breaches the provisions of this Section, the other Party, in addition to any other remedies it may have, is entitled to preliminary and permanent injunctive relief without having to post a bond.

8.2. Conditions of Disclosure. The Receiving Party may disclose Confidential Information pursuant to an order of a court of competent jurisdiction, by rule or regulation of an administrative agency to which the Receiving Party is subject, or subpoena, provided that, to the extent permitted by law and feasible, the Receiving Party provides prompt written notice of such court order, requirement, or subpoena to the Disclosing Party to enable the Disclosing Party to seek a protective order, confidential treatment, or to otherwise prevent or restrict such disclosure. The Receiving Party will reasonably cooperate, at the Disclosing Party’s expense, to assist the Disclosing Party in seeking such protective order or from otherwise preventing or restricting such disclosure.

9. Privacy. The Parties agree to comply with the terms and conditions set forth in the Data Processing Addendum (“DPA”) attached as Exhibit A, which is incorporated herein.

10. Indemnification. Each Party (the “Indemnitor”) shall defend, indemnify and hold the other Party, and that Party’s parent and subsidiaries, and their respective employees, officers, directors, and Affiliates (the “Indemnitee”) harmless against all third party allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses, including, but not limited to, reasonable attorneys’ fees, court costs, and witness fees attributable to or related to the Indemnitor's breach of a duty, representation, warranty, obligation, or covenant this Agreement (“Claim”). Should any Claim give rise to a duty of indemnification under the provisions of this Agreement, then the Indemnitee shall promptly notify the Indemnitor in writing; provided that failure to give such prompt notice will not relieve the Indemnitor of its obligations under this section, except to the extent of losses that would have been avoided had such notice been given. The Indemnitee will fully cooperate with the Indemnitor to enable the Indemnitor to fulfill its obligations hereunder with respect to any Claim. The Indemnitee, at its own expense, may participate in the defense, provided that the Indemnitor shall control such defense and all negotiations relative to the settlement of any Claim. Participation in the defense shall not waive or reduce any obligations of the Indemnitor to indemnify or hold the Indemnitee harmless. The Indemnitor may enter into a settlement only if it: (i) involves only the payment of money damages by the Indemnitor; and (ii) includes a complete release of the Indemnitee. Any other settlement will be subject to written consent of the Indemnitee (consent not to be unreasonably withheld or delayed).

11. LIMITATION OF LIABILITY.

EXCEPT FOR EACH PARTY’S INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREIN, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING IN ANY WAY OUT OF THIS AGREEMENT UNDER ANY CAUSE OF ACTION, WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND REGARDLESS OF THE THEORY ON WHICH DAMAGES ARE SOUGHT, INCLUDING, WITHOUT LIMITATION, CONTRACT, STATUTE OR TORT. THEY SHALL NOT APPLY TO THE EXTENT THAT DAMAGES CANNOT BE LIMITED UNDER APPLICABLE MANDATORY LAW. EXCEPT FOR EACH PARTY’S INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREIN, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY UNDER THE AGREEMENT (INCLUDING THE STANDARD CONTRACTUAL CLAUSES) WILL NOT EXCEED THE TOTAL OF AMOUNTS PAID AND PAYABLE TO MEDIA PARTNER HEREUNDER DURING THE TWELVE (12) MONTHS BEFORE THE DATE WHEN THE LIABILITY AROSE.

12. DISCLAIMER OF WARRANTIES.

EXCEPT AS EXPRESSLY WARRANTED HEREIN, EPSILON’S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, THE EPSILON IP, THE ADS, AND/OR OTHER MATERIALS PROVIDED BY EPSILON, THEIR USE AND THE RESULTS THEREON, ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY REGARDING AN ECONOMIC OR OTHER BENEFIT THAT MIGHT BE GENERATED AS A RESULT OF THE TRANSACTIONS CONTEMPLATED HEREBY.

13. Force Majeure. Neither Party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such Party, including, but not limited to, electrical outages, failure of Internet service providers, default due to Internet disruption, including, but not limited to, denial of service attacks, riots, insurrection, acts of terrorism, war, fires, floods, earthquakes, explosions, and other acts of nature, provided that such default or delay cannot be reasonably circumvented by the non-performing Party and that the non-performing Party uses reasonable efforts to resume performance as soon as practicable under the circumstances.

14. Notices. All notices relating to this Agreement must be sent (i) if to Epsilon, via registered mail, return receipt requested or via an internationally recognized express mail carrier to: Legal Department/Urgent, 6021 Connection Drive, Irving, TX, 75039, USA (effective upon actual receipt), with a concurrent copy to LegalNotices@epsilon.com; and, (ii) if to Media Partner at the email or physical address listed on its account (effective upon sending as long as Epsilon does not receive an error message regarding delivery of the email) or five (5) days after mailing, whichever occurs first.

15. Choice of Law and Attorneys’ Fees. The plaintiff to any litigated dispute arising out of or relating in any way to this Agreement shall have the option of selecting venue, and the other Party shall consent to such venue and exclusive jurisdiction, in any of the following States: New York, Texas, Delaware or Illinois. This Agreement shall be governed by the laws of the State selected for venue without respect to its choice of law rules. The prevailing Party of any litigated dispute arising out of or relating in any way to this Agreement shall receive its reasonable attorneys’ fees, together with its costs and expenses incurred resolving the dispute, as part of the judgment. The application of the United Nations Convention on the International Sale of Goods is expressly excluded.

16. Marketing. Any other use of either Party’s name shall require that Party’s prior written consent, which consent shall not be unreasonably withheld or delayed.

17. Independent Contractors. The relationship of the Parties shall be solely that of independent contractors, and nothing in this Agreement or in the business or dealings between the Parties shall be construed to make them joint venturers or partners with each other. Neither Party shall do anything to suggest to third parties that the relationship between the Parties is anything other than that of independent contractors.

18. Severability/Waiver. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void, or against public policy, the remaining provisions shall remain in full force and effect. The Parties shall in good faith attempt to modify any invalidated provision to carry out the Parties’ stated intentions. The waiver of any breach of any provision under this Agreement by any Party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.

19. Survival. Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of this Agreement shall survive and remain in effect after such happening.

20. Assignment. Neither Party may assign this Agreement to a third party without the other Party’s prior express written consent, which consent will not be unreasonably withheld or delayed, except in the case of a sale or other transfer of all or substantially all of a Party’s assets or equity, whether by sale of assets or stock or by merger or other reorganization, which shall not require the non-assigning Party’s consent provided that such successor entity is not in direct competition with Epsilon or its Affiliates. Notwithstanding the foregoing, Epsilon may assign this Agreement to an Affiliate without the consent of Media Partner.

21. Entire Agreement, Amendment, Counterparts. This Agreement contains the entire agreement and understanding of the Parties, and, with the exception of any currently existing and valid Legacy Agreement, supersedes all prior and contemporaneous agreements and understandings between the Parties, whether oral or written, regarding the subject matter hereof. This Agreement may only be amended or modified by Media Partner’s click through acceptance of online terms offered by Epsilon or its Affiliates, or by a written instrument that describes the alteration, amendment or modification, signed by an authorized representative of each Party; no interlineations to this Agreement or Incorporated Document, will be binding unless signed by an authorized representative of each Party. Notwithstanding the foregoing, Epsilon shall have the right to change, modify or amend (“Change”) the Agreement, in whole or in part, by posting a revised Agreement at least fourteen (14) business days prior to the effective date of such Change. Media Partner’s continued use of the Service after the effective date of such Change shall be deemed Media Partner’s acceptance of the revised Agreement. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement. The Parties may also intend to discuss certain additional work efforts in the future, to be agreed in writing in an Incorporated Document. Besides by original signatures, the signatures to this Agreement may be evidenced by and on facsimile or portable document format (“PDF”) copies of this Agreement (“Copies”) reflecting each Party's signature hereto, and provided that such Copies are legible and complete, any such Copies shall be sufficient to evidence the signature of such Party just as if it were an original signature.

22. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Each Party agrees that it has had the opportunity to review this Agreement with an attorney and neither Party shall be considered the drafter.

EXHIBIT A

EPSILON DATA PROCESSING ADDENDUM: MEDIA PARTNERS AND PUBLISHERS

This Data Processing Addendum (“DPA”), entered into by and between you (“Media Partner”) and Epsilon Data Management, LLC (“Epsilon”) with respect to any Personal Data processed under the General Publisher Agreement to which this DPA is attached, as may be amended from time to time (collectively, the “Agreement”). This DPA shall be deemed part of the Agreement, and any breach of this DPA shall be deemed a breach of the Agreement. In the event of any conflict between the provisions of this DPA and the provisions of the Agreement, the provisions of this DPA will control. Unless otherwise defined in this DPA, all capitalized terms used in this DPA shall have the meanings ascribed to them in the Agreement.

The Parties agree as follows:

1. Definitions.
   1. “Applicable Data Protection Law” means any and all laws or regulations relating to the protection of Personal Data Processed under the Agreement that are applicable to a party. For avoidance of doubt, such Applicable Data Protection Law shall only apply to a party that is subject to the territorial scope of such laws or regulations.
   2. “Controller” means a party that, alone or jointly with others, determines the purposes and means of the Processing of Personal Data and also includes “Business” and “Third Party” as defined by Applicable Data Protection Law.
   3. “Data Subject” is an identified or identifiable natural person who can be identified, directly or indirectly.
   4. “Device Tracking Technologies” means any technology, tool, or code (including cookies, pixels, SDKs, APIs, local shared objects, and scripts) embedded within Media Partner's or Publishers’ digital property(ies) or server(s) that enables access to or storage of information on a visitor's device.
   5. “European Data Protection Law” means (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (the “EU GDPR”); (ii) the EU GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 (the “UK GDPR”); (iii) the EU e-Privacy Directive (Directive 2002/58/EC); (iv) the UK Privacy and Electronic Communications (EC Directive) Regulations 2003; and (v) any and all applicable national data protection laws made under, pursuant to or that apply in conjunction with any of (i), (ii), (iii) or (iv); in each case as may be amended or superseded from time to time.
   6. “Personal Data” means any information relating to a Data Subject and includes “personal data”, “personal information”, “personally identifiable information”, and any substantially similar term as defined under Applicable Data Protection Law.
   7. “Processing” means any operation or set of operations performed on Personal Data.
   8. “Processor” means a party that Processes Personal Data on behalf of a Controller and in accordance with the Controller’s instructions and also includes “Service Provider” as defined by Applicable Data Protection Law.
   9. “Regulator” means a data protection regulator, law enforcement, or other government authority.
   10. "Restricted Transfer" means: (i) where the EU GDPR applies, a transfer of personal data from the European Economic Area (“EEA”) to a recipient in a country outside of the EEA which is not subject to an adequacy determination by the European Commission; and (ii) where the UK GDPR applies, a transfer of personal data from the United Kingdom (“UK”) to a recipient in a country which is not based on adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018.
   11. “TCF” means the Interactive Advertising Bureau's (Europe) Transparency and Consent Framework.
   12. “TC String” means the transparency and consent string created by a consent management platform verified by the TCF that signifies a Data Subject’s choices with regards to the Processing of their Personal Data.
   13. “Special Data” means Personal Data that is: (a) “Sensitive Information”, or substantially similar categories of Personal Data, as defined under Applicable Data Protection Law; (b) any Personal Data subject to the Payment Card Industry Data Security Standards, Health Insurance Portability and Accountability Act, Gramm-Leach-Bliley Act, Fair Credit Reporting Act, or similar federal or state health or financial rule or regulation; (c) any Personal Data obtained from or relating to a Data Subject that is deemed a child or minor under Applicable Data Protection Law; (d) a Data Subject’s biometric or genetic data; and/or (e) any Personal Data that is accorded a higher level of protection under Applicable Data Protection Laws.
2. Relationship of the Parties. When providing the services under the Agreement, Media Partner may disclose or otherwise make available to Epsilon certain Personal Data, including but not limited to device identifiers, advertising IDs, cookie IDs, IP-addresses, hashed email addresses, non-precise geolocation, date and time, information about the Data Subject’s browser and/or device, information about the Data Subject’s browsing behavior such as the digital property and/or content that the Data Subject engages with (“Data”). Media Partner is either a Controller of the Data or is disclosing or otherwise making available such Data to Epsilon on behalf of third-party publisher(s) (hereinafter referred to as “Publisher(s)”). If Media Partner is disclosing or otherwise making available such Data to Epsilon on behalf of Publisher(s), Media Partner does so as Processor on behalf of the Publisher(s) that act as the Controller(s), and Media Partner shall ensure that such Publisher(s) fulfil the obligations set out on Media Partner in this DPA, and shall be responsible for the acts and omissions of such Publisher(s) as if they were its own acts and omissions. Epsilon will also Process the Data as a Controller for the specific purposes described in the Agreement, including to create a personalized advertising and content profile, to provide Data Subjects with personalized adverts and contents, to measure advertising performance, and to develop and improve its services (the “Permitted Purposes”), and will not receive any instructions as it relates to the Processing of the Data. Media Partner represents and warrants that it has the right to disclose or otherwise make available the Data to Epsilon for Epsilon to process as set out in this DPA and the Agreement.
3. Compliance with Law.
   1. Each party shall comply with its obligations under Applicable Data Protection Law. Media Partner shall, or as applicable shall ensure that Publisher(s), comply with its responsibilities as Controller(s) under Applicable Data Protection Law as it relates to the Data. Without limiting this obligation, Media Partner shall ensure, or shall ensure that the Publisher(s) (as applicable):
      1. maintain a prominent and publicly accessible privacy notice on its digital properties that satisfies the transparency and other requirements of Applicable Data Protection Laws; (ii) ensure such privacy notice discloses the means by which a Data Subject can contact Media Partner and/or the Publisher(s) in order to exercise its data protection rights under Applicable Data Protection Laws and (iii) identify, and only Process the Data in a manner consistent with, one or more lawful bases available under Applicable Data Protection Law (if applicable).
      2. in respect of any Data that it collects and/or provides to Epsilon under this DPA and the Agreement; (a) that the Data is collected and disclosed fairly and lawfully and in compliance with Applicable Data Protection Laws; (b) it has provided all necessary disclosures and obtained all necessary and valid consent(s) from the Data Subjects and, where applicable, approvals from the Regulator, in accordance with Applicable Data Protection Law, and otherwise has all necessary rights as it relates to its own Processing of the Data as well as Epsilon’s Processing of the Data for the Permitted Purposes prior to sharing the Data with Epsilon and/or permitting Epsilon to collect the Data; (c) it offers Data Subjects the ability to opt-out of its own and Epsilon’s Processing of the Data; (d) it will not disclose or make available to Epsilon any Data relating to Data Subjects that have opted-out of Processing for the Permitted Purposes; (e) if any Data is transferred by Media Partner to Epsilon outside the country of origin, such Data is transferred in compliance with Applicable Data Protection Law; and (f) it has provided all necessary information notices to Data Subjects in accordance with Applicable Data Protection Laws, including Epsilon’s privacy policy, at the time of collecting personal data from the Data Subjects; in each case as may be required by Applicable Data Protection Law. Upon request from Epsilon, Media Partner agrees to promptly provide documentation evidencing that such consent has in fact been obtained from, and that such information has been provided to, Data Subjects. If a Data Subject withdraws its consent, Media Partner will notify Epsilon promptly. Epsilon shall have the right to audit Media Partner, including by using a third-party independent auditor, for the purpose of ensuring that 3.1.2 is fulfilled.
   2. Media Partner shall not, and shall ensure that Publishers do not, disclose or make available to Epsilon any Special Data.
   3. Epsilon shall comply with its responsibilities as a Controller under Applicable Data Protection Law in respect of its Processing of the Data. Without limiting this obligation Epsilon shall:
      1. maintain a prominent and publicly accessible privacy notice on its digital properties that satisfies the transparency and other requirements of Applicable Data Protection Law; (ii) ensure such privacy notice discloses the means by which a Data Subject can contact Epsilon in order to exercise its data protection rights under Applicable Data Protection Law; and (iii) identify, and only Process the Data in a manner consistent with, one or more lawful bases available under Applicable Data Protection Law (if applicable); and
      2. upon request, provide Media Partner with such information as Media Partner may reasonably require about Epsilon's Processing of Data under the Agreement and this DPA (including the use of Device Tracking Technologies) so that Media Partner can ensure that such information is presented to Data Subjects.
4. US Specific Provisions. For any Personal Data that relates to Data Subjects in the United States, and where a party that is a Controller of Personal Data (“Disclosing Controller”) either (1) discloses such Personal Data to, or (2) allows the collection of such Personal Data from its digital properties (e.g., websites, mobile applications, online advertisements) by the other party (“Recipient”), the following provisions shall apply:
   1. The Recipient will process the Personal Data solely in accordance with the description of Processing to include the specifics set out in the Agreement and this DPA, which may be updated by the parties in writing for which email is sufficient.
   2. The Recipient will provide the same level of privacy protection to the Personal Data as required of Disclosing Controller by Applicable Data Protection Law.
   3. The Recipient will upon the request of Disclosing Controller, provide an attestation confirming Recipient’s Processing of the Personal Data is consistent with Disclosing Controller’s obligations under Applicable Data Protection Law.
   4. The Recipient will notify Disclosing Controller if Recipient determines it can no longer meet its obligations under Applicable Data Protection Laws applicable in the United States related to Recipient’s Processing of the Personal Data and the parties will negotiate a suitable resolution in good faith.
   5. If the Disclosing Controller authorizes the Recipient to collect Personal Data from a Data Subject through the Disclosing Controller’s digital properties (either on behalf of the Disclosing Controller or for the Recipient’s own purposes), the Recipient will check for and comply with a Data Subject’s opt-out preference signal unless informed by the Disclosing Controller that the Data Subject consented to the sale or sharing of their Personal Data.
   6. To the extent Recipient receives deidentified data (as defined by Applicable Data Protection Law) from Disclosing Controller, Recipient will (i) take reasonable measures to ensure that such data cannot be associated with a Data Subject or household, (ii) will maintain and use the information in deidentified form, and (iii) not attempt to reidentify such data.
   7. In the event that Recipient has failed to comply with the requirements in this Section 4, Disclosing Controller may require Recipient to stop Processing the Personal Data immediately until Recipient can confirm its compliance.
5. European Specific Provisions. For any Data that is subject to European Data Protection Law the following applies:
   1. Media Partner shall not, and shall ensure that Publishers do not, disclose or make available to Epsilon any Special Data.
   2. The documentation provided by Media Partner to Epsilon upon request, as referred to in section 3.1.2 above, evidencing that consent has in fact been obtained from, and that information has been provided to, Data Subjects may be provided to Epsilon via a TC String.
   3. Media Partner shall (i) implement a mechanism to obtain Data Subjects consent on any digital properties where Epsilon Device Tracking Technologies will be deployed to collect Data, and such mechanism must: (a) provide prominent notice to Data Subjects that the digital property deploys Device Tracking Technologies operated by Epsilon for the Permitted Purposes; (b) provide Data Subjects with a link to Epsilon’s privacy notice; (c) display to Data Subjects all necessary disclosures, and obtain all necessary consents, prior to service of the Device Tracking Technologies to the Data Subject; and (d) offer all necessary opt-out mechanisms; in each case as is required to comply with European Data Protection Law; and (ii) when a TC String is available, provide the TC String to Epsilon.
   4. To the extent that (i) Media Partner's disclosure of such Data to, or permitted collection of Data by, Epsilon; and/or (ii) Epsilon’s disclosure of Personal Data to Media Partner, is a Restricted Transfer such Restricted Transfer shall be subject to the Data Transfer Addendum set out here: https://legal.epsilon.com/eu/model-clauses
6. Security. Each party shall, taking into account the state of the art, the cost of implementation and the nature, scope, context and purpose of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement appropriate technical and organizational measures to protect the Data from and against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access.
7. International Transfers. In the event any disclosure/sharing of Personal Data by either party to the other party (the “Importer”) under this DPA is considered an international transfer of Personal Data under the Applicable Data Protection Laws the following shall apply:
   1. the Importer agrees to comply with the same obligations the sharing Party has under the Applicable Data Protection Laws in connection with the protection of the Personal Data;
   2. the transfer shall be subject to the standard contractual clauses adopted by the relevant Regulator(s) for international transfer(s) of Personal Data to a country that is not deemed adequate under the Applicable Data Protection Law, with the Importer being deemed the data importer and the other party the data exporter, shall be completed with the information set out in this DPA and shall be deemed signed by the parties when this DPA is signed; and
   3. Each party shall, upon the other party’s reasonable request, cooperate in carrying out any assessment of such international transfer that may be required under Applicable Data Protection Law.
8. Industry Tools. Media Partner acknowledges that it may need to integrate its digital properties with certain industry tools or mechanisms that provide Data Subjects with notice and choice regarding the Processing of their Personal Data, including by way of example the IAB TCF, in order to receive certain services or the full functionality of certain services.
9. Indemnification and Limitation of Liability. Notwithstanding anything to the contrary in the Agreement, the following provisions shall apply to this DPA:
   1. Each party (the “Indemnitor”) shall indemnify, defend, and hold harmless the other party (the “Indemnitee”) from any third party claims or investigations and resulting losses, costs, damages, fines, and expenses included by the Indemnitee that arise from the Indemnitor’s breach of its obligations under the DPA, and
   2. ANY AND ALL LIABILITY ARISING FROM A PARTY’S BREACH OF THIS DPA, INCLUDING A PARTY’S INDEMNIFICATION OBLIGATIONS, WILL IN NO EVENT EXCEED THE GREATER OF THE LIABILITY CAP IDENTIFIED IN THE AGREEMENT OR ONE TIME (1X) THE AGGREGATE AMOUNT OF FEES PAID OR PAYABLE TO MEDIA PARTNER UNDER THE AGREEMENT DURING THE PRECEDING 12-MONTH PERIOD.
10. Correspondence. In the event that either party receives any correspondence, enquiry or complaint from a Regulator ("Correspondence") directly related to the Data Processed under this Agreement it shall promptly inform the other party giving details of the same, and the parties shall cooperate reasonably and in good faith in order to respond to the Correspondence in accordance with any requirements under Applicable Data Protection Law.
11. Data Subject Access Requests. Each party shall be individually responsible for responding to lawful data protection requests that it receives from Data Subjects in respect of Data that it Processes. To the extent that either party (the "Receiving Party") receives a request relating to Processing performed by the other party (the "Other Party"), the Other Party shall provide such information and assistance as is reasonably necessary to the Receiving Party to enable the Receiving Party to respond to such request in accordance with Applicable Data Protection Law.
12. Legal requests. If Epsilon becomes aware that any government authority (including law enforcement) wishes to obtain access to or a copy of some or all of the Data, then Epsilon will only make available the Data to the extent Epsilon is legally required to do so.