EPSILON MEDIA SERVICE ORDER

This Epsilon Media Service Order (“Service Order”) is entered into by and between Epsilon Data Management, LLC (f/k/a Conversant) and Marketing Partner. This Service Order incorporates the terms of the Epsilon General Services Agreement (“GSA”) between Epsilon and Marketing Partner located here (or the then-current URL as determined by Epsilon) and is effective as of the date of the last Party to sign this Service Order.

For any Epsilon campaigns utilizing search, email, co-registration, or CPA to generate leads for Marketing Partner (“Lead Generation”), this Service Order shall be inclusive of the attached Lead Generation Exhibit and located here.

In consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Agreement. This Service Order, and subsequent Campaign-specific Insertion Order(s), shall define Epsilon’s and Marketing Partner’s obligations with respect to Epsilon’s delivery of Campaigns on behalf of Marketing Partner. The execution of an Insertion Order by Marketing Partner and Epsilon is construed as an acceptance of all the rates, terms and conditions under which advertising is sold at that time. All rates quoted, orally or through written communications are only valid fourteen (14) days from the date of such statement (or, if accepted, during the term of the applicable Insertion Order).

2. Definitions.

2.1. “Advertising” means using a Cookie or other technology to identify Customers, track key interactions, and provide relevant personalized Ads.

2.2. “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.

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

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

2.5. “Customer” means an individual whose Offline Data is provided to Offline Data Processor by Marketing Partner.

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

2.7. “Insertion Order” or “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.

2.8. “Pseudonymous Data” means information collected by Epsilon about the products, services, or other website content that an individual interacts with on Marketing Partner’s website and mobile application.

2.9. “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.

3. Marketing Partner’s Campaign.

3.1. Epsilon in due diligence cannot monitor all websites, applications, and video content for appropriate content and makes no representations with respect to user-generated content on any website, applications, or video within its and its third-party network. Marketing Partner understands that if it reasonably determines that the placement of any Campaign by Epsilon harms the goodwill or reputation of Marketing Partner or disparages or brings Marketing Partner into disrepute, then Epsilon shall use commercially reasonable efforts to remove such Campaign promptly following receipt of Marketing Partner's written notice thereof to Epsilon; provided, however, that if Epsilon reasonably believes that removal of a Campaign will have a material impact on Epsilon’s ability to perform in accordance with the applicable Insertion Order, Epsilon may condition such compliance on Marketing Partner providing an extension of the flight dates or other accommodation.

3.2. Marketing Partner may cancel a Campaign upon written notice to Epsilon’s Account Manager and such cancellation shall be effective one (1) business day after Epsilon’s receipt of Marketing Partner’s written notice. Marketing Partner agrees to pay for all impressions served or clicks derived through the effective date of cancellation and, if applicable, the development cost of Creative for any Epsilon Content and/or third-party research fees created specifically for the canceled Campaign.

3.3. Marketing Partner hereby grants to Epsilon and its third-party publishers a nonexclusive, limited, worldwide, royalty-free, revocable license to market, display, perform, copy, transmit, distribute, and promote the Campaign(s) in connection with its obligations herein.

3.4. Epsilon reserves the right to pause any Campaign that does not meet or satisfy Epsilon’s reasonable performance expectations, operational requirements or for any other reason effective upon written notice to Marketing Partner. After notification, Epsilon may pause a Campaign for a maximum of five (5) business days during which time Marketing Partner and Epsilon will work together to address Epsilon’s concerns. If during or following the pause period Epsilon deems, at its reasonable discretion, that a Campaign will not meet minimum performance expectations or operational requirements, Epsilon reserves the right to cancel Marketing Partner’s Campaign following one (1) business day written notice to Marketing Partner. For pre-paid Campaigns, Epsilon will credit Marketing Partner the unused portion of pre-payment (i.e. the total pre-payment less the cost of what has been delivered).

3.5. Any advertising and marketing rights not specifically granted to Marketing Partner herein are specifically reserved by Epsilon. Without limiting the generality of the foregoing, Epsilon expressly reserves the right, upon notice to Marketing Partner, to refuse or cancel: (i) any advertising request, Campaign, or change any Campaign that does not completely conform to every material detail set forth in the Insertion Order; (ii) any Creative that does not arrive three (3) business days for any Display Campaign and ten (10) business days for any Mobile Campaign prior to the start date; (iii) the use of any Campaign that it deems, in its reasonable discretion, inappropriate or fails to comply with the Advertising Guidelines; (iv) the publication or transmittal of any copy, photograph or illustration of any kind for any reason; (v) any advertising request or any Campaign that is hosted by any competitive network; (vi) any Campaign which redirects traffic to a website other than the site specifically identified in the Insertion Order; or (vii) any Campaign which on its face asks consumers to take advantage of other or additional offers not specifically identified in the Insertion Order. All Campaigns are subject to capacity limitations which include software, hardware, bandwidth, inventory availability, payment terms, credit history, Creative performance, and market pricing limitations. Any Campaign rejected by Epsilon may be replaced by Marketing Partner; provided that any such replacement material must be in writing and accompanied by appropriate material identifying the Campaign that it is to replace. Epsilon shall have no liability to Marketing Partner for failure to place any Campaign on its or any third-party publisher’s network.

3.6. Marketing Partner acknowledges and agrees that while Epsilon will endeavor to adhere to all audience selections for a Campaign, Epsilon may in its sole discretion modify and/or expand selected audiences before and during a Campaign to optimize performance.

3.7. Creative for display advertising may be placed on non-mobile websites, applications, video, and /or mobile websites unless otherwise expressly designated in an Insertion Order. Marketing Partner acknowledges that, except as otherwise agreed in writing, Epsilon will host the Campaigns and provide the tracking solution. Epsilon’s tracking count shall be used for all purposes under this Service Order. Epsilon shall have the right to place pixels on Marketing Partner’s website and/or application as may be required to measure activity, track and/or measure consumer response to a Campaign and provide estimated live statistics. The technical specifications of the tracking system and its delivery methods must be met to the reasonable satisfaction of Epsilon before any advertising or ad-serving will be provided by Epsilon. If Marketing Partner removes or manipulates the pixels at any time during a Campaign without express written permission from Epsilon, Epsilon may suspend performance of a Campaign.

3.8. In the event that there is a shortfall in impressions or click-throughs as of a Campaign stop date, Epsilon may, through comparable websites and/or applications, provide as Marketing Partner’s sole remedy, “make good” impressions or extend the flight date until the number of impressions or click-throughs in the Insertion Order is achieved. Without limiting the foregoing, the Parties may agree in writing (email to suffice) to shift budgeted funds under an Insertion Order between placement-level or temporal allocations.

3.9. Where Marketing Partner’s tracking mechanism is also used, Marketing Partner shall provide a login where Epsilon can retrieve real-time reporting or, at a minimum, daily and month’s end summary reports reflecting the exact number of units delivered.

3.10. For Campaigns utilizing video, Epsilon shall have the right to place pixels on the Creative as may be required to measure the video’s activity, track and/or measure consumer response to a Campaign and provide estimated live statistics to Epsilon. Epsilon reserves the right to modify the video Creative provided by Marketing Partner solely for format or file conversion purposes without the consent of Marketing Partner. The Parties shall cooperate in good faith to ensure video Creative are in acceptable video advertising formats. Epsilon may place Creative on any content video that may be auto-play or consumer initiated. In the event Epsilon delivers companion banners associated with a video Creative, it is value added and is not guaranteed or subject to make-goods. Payment due to Epsilon for impressions is based on the consumer’s “opportunity to see” and not any specific length of time the video advertising runs.

3.11. Where applicable Epsilon will place Cookies and/or Tags on Marketing Partner’s Website(s) for the purpose of Advertising in Marketing Partner’s Campaigns. Marketing Partner will facilitate the placing of Epsilon’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. Epsilon will use the Pseudonymous Data for Campaigns as specified in each IO. Epsilon 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 Epsilon to add or confirm Device Identifiers to the CORE Identity (without identifying Marketing Partner as the source of any Device Identifier).

4. Epsilon Data.

4.1. If Epsilon agrees to place Marketing Partner’s or a third party’s (each such third party, an “Approved Third Party”) pixels, tags, or similar technology (the “Permitted Technology”) on Marketing Partner’s Creative, Marketing Partner acknowledges and agrees, and will require any Approved Third Party to acknowledge and agree, that all such data provided and/or obtained via the Permitted Technology, including any information relating to the campaign audience, is confidential and proprietary to Epsilon (collectively, the “Epsilon Data”). Marketing Partner shall use, and shall contractually require any Approved Third Party to use, the Epsilon Data solely for one of the following applicable permitted uses: (a) attribution analysis, (b) click and impression tracking; (c) campaign measurement; (d) customization of creative on an advertisement landing page; and (e) any other purpose approved in writing by Epsilon. Marketing Partner shall not, and shall contractually require any Approved Third Party to not, do anything inconsistent with the copyright or other proprietary rights of Epsilon in and to the Epsilon Data, including any information that might be derived therefrom. Marketing Partner shall not share, and shall contractually require any Approved Third Party not to share, the Epsilon Data with any third party without Epsilon’s prior written consent. Marketing Partner shall not use, and shall contractually require any Approved Third Party not to use, the Epsilon Data or any derivatives thereof for any targeting, audience building, media delivery, cross-device user identification, linking to personally identifiable information, or any other similar purpose. Marketing Partner shall not use, and shall contractually require any Approved Third Party not to use, any information it obtains as a result of its handling, processing, or possession of the Epsilon Data in connection with the creation, testing, promotion, marketing, selling, and/or licensing of Marketing Partner’s or the Approved Third Party’s, as applicable, information, products, or services to anyone. Marketing Partner understands and agrees that in the event of a breach or threatened breach of this Section 4, Epsilon will suffer irreparable injury. Upon such an event, Epsilon shall be entitled to equitable relief, including injunctive relief and specific performance, without having to prove damages or post bond. Marketing Partner shall be fully liable for any acts of omissions of an Approved Third Party in violation of this Section 4.

4.2. From time to time, Marketing Partner or an Approved Third Party may request that Epsilon permit other companies to piggyback on an Approved Third Party’s tags or pixels (each, a “Fourth Party”). For each such request, Marketing Partner or the Approved Third Party shall send a written request to Epsilon (email to ThirdPartyRequests@Epsilonmedia.com to suffice) setting forth at least the following information: (a) name of Fourth Party, (b) reason for loading Fourth Party tag, and (c) subdomain of Fourth Party tag. Epsilon may approve or deny such request in its sole discretion and may choose to approve or deny any Fourth Party on a global basis or a campaign by campaign basis. Marketing Partner hereby accepts full liability for ensuring each Fourth Party’s compliance with the terms of this Section 5, including without limitation all restrictions on use of Epsilon Data. Additionally, if Epsilon communicates any additional permitted uses or restrictions on the Fourth Party’s use of Epsilon Data in an email in response to Marketing Partner’s or Approved Third Party’s request for use of a Fourth Party’s tags, Marketing Partner hereby agrees that all such communicated additional permitted uses or restrictions shall become a binding part of this Service Order. For the avoidance of doubt, any remedies available to Epsilon pursuant to this Service Order for Marketing Partner’s or Approved Third Party’s breach shall equally apply to any violation by a Fourth Party of the terms hereof, and Marketing Partner shall be fully responsible for any such monetary remedies.

5. Marketing Partner’s Creative.

5.1. Marketing Partner is solely responsible for the substantive content of each Ad. The content must be in compliance with “Advertising Guidelines” available here. Except as provided herein, at least ten (10) business days prior to a mobile Campaign’s start date and three (3) business days prior to a display Campaign’s start date, Marketing Partner shall provide all creative and substantive materials (“Creative”) required for marketing a Campaign, including but not limited to: banners, language/text for promotional e-mail text, links, fields, video, rich media, and any other creative content as required. Epsilon will substitute revised Ads at Marketing Partner’s written request no more than two (2) times per month and such revised Ads are due five (5) business days prior to the requested Campaign flight date for the revised Ads.

5.2. Marketing Partner agrees to confirm the correct function of all Creative supplied to Epsilon within one (1) business day of Campaign start date. If no confirmation is received within this time frame, Epsilon will assume that Creative is functioning properly and Marketing Partner agrees to pay for all impressions or clicks from the Creative. Marketing Partner acknowledges and agrees that Epsilon does not pre-screen the Creative for inclusion on the Epsilon network and it shall not be responsible for policing, monitoring, or editing any Creative. Marketing Partner agrees to allow Epsilon to make changes or alterations to the Creative solely for the purpose and intent of matching it to the medium of delivery. Epsilon may, at its option, modify the flight date of a Campaign if the Creative or linking URL’s are not delivered on time or there are delays due to third party ad-serving, inventory fluctuation or other issues beyond its control.

5.3. Marketing Partner will own and have all right and title in all pre-existing Marketing Partner Marks. All other logos, designs, fonts, images, video files, or other promotional artwork used by Epsilon to create Ads hereunder (“Epsilon Content”) are Epsilon’s work product, belong entirely to Epsilon, and may not be used by any other party without Epsilon’s express prior written consent. Marketing Partner grants Epsilon a non-exclusive worldwide and royalty-free license to use, execute and copy, for purposes outlined in this Service Order, all Creative and pre-existing Marketing Partner Marks contained in the Epsilon Content. However, nothing in this Service Order shall be construed as a grant to Epsilon by Marketing Partner 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 Epsilon are subject to the mutual approval of Epsilon and Marketing Partner, but for promotional purposes only and not for commercial sale or any other purpose which would lead to the deriving of income from the direct use of such Ads by Epsilon or any other party, other than income derived from serving Ads hereunder.

6. Billing.

(a) Upon approved credit, terms are net 30 from date of invoice (which may be sent by email and/or postal mail). All payments must be in the currency as invoiced. Where payment is made by credit card, Marketing Partner expressly agrees not to charge back any amounts and will instead follow the dispute resolution procedures as specified herein. In the event that Marketing Partner is more than seven (7) calendar days past due on its account, Epsilon is under no obligation to perform agreed upon services until payment is received. Epsilon may, in its discretion, charge the total amount then due and owing to Marketing Partner’s credit card account.

(b) In the event of a dispute regarding amounts due, Epsilon and Marketing Partner will work in good faith to resolve on a mutually satisfactory amount. Upon failure of a third-party’s tracking mechanism, if used, Marketing Partner agrees that Epsilon’s tracking count shall be applied. Only invoices sent directly to Marketing Partner are to be construed as representative of billable amounts. In the event that Epsilon does not receive a written notification of a disputed bill, with rationale and support therefore specifically set forth therein, within fifteen (15) days from the date of the invoice, such invoice will be deemed valid and payable and may not thereafter be disputed.

7. Termination. Either party may terminate this Service Order without cause upon thirty (30) days written notice to the other party. Termination of this Service Order shall not relieve Marketing Partner from its obligation to pay the greater of (i) any fees that have accrued prior to the date of termination; or (ii) any minimum contract price specified in the Insertion Order(s) less any amount previously billed to and paid by Marketing Partner. Such amount shall be payable within fifteen (15) days of contract termination. Epsilon reserves the right to suspend performance in the event that it feels, in good faith, insecure about Marketing Partner’s ability or intention to perform under this Service Order. The forgoing notwithstanding, Epsilon reserves the right to suspend and/or terminate this Service Order immediately in the event that Marketing Partner is in breach of this Agreement.

8. Notice. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed given by registered or certified mail (return receipt requested), or recognized national overnight courier service, or delivered personally, to the following addresses (or at such other address for a party as shall be specified by like notice) or email: if to Epsilon, to Epsilon Data Management, LLC, to the attention of the Legal Department/URGENT at 6021 Connection Drive, Irving Texas 75039, with a concurrent copy via email at legalnotices@epsilon.com. If to Marketing Partner, to the representative and address or email address set forth on the most recent Insertion Order. Notice shall be effective the earlier of an email confirmation showing transmission was received, the notified Party’s actual receipt (or refusal to accept receipt, if applicable), or five (5) days after the date of mailing.

Revised November 2023