EPSILON GENERAL SERVICES AGREEMENT

THIS GENERAL SERVICES AGREEMENT (this GSA) is between you (Marketing Partner or Advertiser) and the Epsilon legal entity named in a Service Order or Insertion Order (Epsilon) on behalf of itself and/or one or more of its Affiliates (defined below), each a Party and, together, the Parties.

1. DEFINITIONS AND ORDER OF PRECEDENCE

1.1. Unless otherwise defined herein, in a Service Order or IO, the following definitions shall apply to the Agreement:

Ad(s)means advertising material or surveys (including, if applicable, any Marketing Partner Content) disseminated by Epsilon on behalf of Marketing Partner or its Affiliate.

Affiliate(s)means any corporation which controls, is controlled by, or is under common control with the applicable Party.

Confidential Informationmeans the existence and terms of the Agreement and 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 or is transmitted verbally. Confidential Information does not include information, even if designated by a Party or its Affiliate, which: (a) is or becomes generally available to the public without a breach of the Agreement; (b) can be documented as being in possession of the Recipient (defined in Section 6.1 below) prior to its disclosure by the Discloser (defined in Section 6.1 below); (c) becomes available from a third party not in breach of any obligations of confidentiality and without knowledge by the Recipient of any breach of a fiduciary duty or obligation; or (d) is documented to have been independently developed by the Recipient.

Epsilon Creative Servicesmeans the creative services described in a Service Order and, if applicable an IO.

Device Tracking Technologiesmeans any technology, tool, or code (including cookies, pixels, SDKs, APIs, local shared objects, and scripts) embedded within an Ad or within Marketing Partner's or its Affiliates digital property(ies) or server(s) that enables access to or storage of information on a Visitor's device.

Intellectual Property Rightsmeans all copyright; patent rights; trade or service marks; design rights; logos, URLs, domain names, proprietary technology, rights in or relating to databases; rights in or relating to confidential information; and any other intellectual property rights (registered or unregistered) throughout the world; including all rights of reversion and rights to any applications and pending registrations and the right to sue for and recover damages for past infringements.

IO or Insertion Ordermeans any order executed or accepted by the relevant parties specifying any Services, terms and/or fees payable for the Services.

Lawshas the meaning given to this term in Section 7.1.3 below.

Marketing Partner Contentmeans content advertising materials, design branding requirements (such as

colour codes), any design assets, and any and all other information or content provided to Epsilon by Marketing Partner or its Affiliate or on Marketing Partners or its Affiliates behalf as part of or in connection with the Services, whether in the form of copy, text, images, video, audio files or other form, and regardless of the format, including Marketing Partner Intellectual Property Rights.

Servicesmeans the description of the services set out in a Service Order and, if applicable, in an IO.

Service Ordermeans the additional terms and conditions specific to the Services.

Visitormeans any natural person who visits digital properties.

1.2. The Parties intend that this GSA, any Service Orders and any IOs, to the maximum extent practical, shall be construed in a manner that yields the greatest internal consistency between and among them. Subject to the foregoing, in the event of a conflict between the terms of this GSA, any Service Order and/or any IO it shall be resolved by giving precedence in the following order: (1) this GSA; (2) Service Order; and (3) any Insertion Order; provided, however, that the Parties may in a Service Order or an IO agree, with respect to the Services offered under the applicable Service Order, to: (a) exclude, accept, or modify any portion or otherwise controlling provisions of this GSA; and/or (b) adopt a clause or provisions to apply in lieu of any otherwise controlling provisions of this GSA. For the avoidance of doubt, in the event of a conflict between the terms of this GSA and the modified terms of the Service Order or IO, the modified Service Order or IO shall prevail for that Service Order only.

1.3. The word including shall not be construed in any way to limit the scope of the term that it references but shall be construed to mean including, but not limited to.

2.STRUCTURE OF AGREEMENT AND SERVICE ORDERS.

2.1. Marketing Partner is not required to sign this GSA or acknowledge this GSA in order for the Agreement to become effective and binding on it. By signing or clicking to accept a Service Order or an Insertion Order, as applicable, Marketing Partner agrees to the terms of the Agreement.

2.2. If Marketing Partner already has an existing and valid agreement in place (a Legacy Agreement), the terms of that Legacy Agreement shall continue and be unaffected hereby, unless otherwise specified and agreed in writing by the parties to that Legacy Agreement.

2.3. Epsilon and its Affiliates offer a full suite of products and/or services under the terms of separate Service Orders and/or IOs, which, if applicable, must be agreed to separately. Each Service Order and IO will only be applicable and binding as related to the Services set out therein.

2.4. Where the Agreement has been entered into by an agency duly appointed by Marketing Partner to act on Marketing Partners behalf (the Agency), then:

2.4.1 any obligation of Marketing Partner pursuant to the Agreement may be satisfied by the Agency, and Agency warrants and represents it has the requisite authority to act on behalf of Marketing Partner. Upon the reasonable written request of Epsilon, Agency will make available to Epsilon written confirmation of the relationship between Agency and Marketing Partner and of Agencys authorisation to act on Marketing Partners behalf in connection with the Agreement.

2.4.2 Marketing Partner and Agency shall each be jointly and severally liable for the obligations of the other under the Agreement.

2.4.3 Agency shall be liable for payment for the Services, regardless of any contrary language in any past, contemporaneous or future writing, and regardless of whether Epsilon has received payment directly from Marketing Partner for Services previously rendered. Upon the reasonable written request of Epsilon, Agency will confirm whether Marketing Partner has paid to Agency in advance, funds sufficient to make payments pursuant to the Agreement; and

2.4.4 any right of Marketing Partner pursuant to the Agreement may be exercised by the Agency and shall be deemed to be a right of both Marketing Partner and the Agency.

For the avoidance of doubt, where such Agency has been so appointed, the terms Marketing Partner or Advertiser shall also refer to Marketing Partner and Agency, collectively.

2.5. Marketing Partner acknowledges that Epsilon may enter into contracts with third party suppliers in respect of the Services, and Marketing Partners or its Affiliates sole remedy arising out of or in connection with any act or omission of the third-party supplier in respect of such relevant third party contract shall be limited to the amounts Epsilon is able to recover from the relevant third party.

2.6. Marketing Partner is entering into this Agreement for the benefit of itself and its Affiliates. An Affiliate may order Services itself by executing a Service Order and applicable IO, in which case, for the purpose of that Service Order and IO, the Affiliate shall take on the obligations and benefits of the Marketing Partner as set out in the Agreement with respect thereto. Alternatively, Marketing Partner may itself order Services pursuant to a Service Order and IO to be provided for the benefit of its Affiliate, in which case Marketing Partner shall ensure that, to the extent Marketing Partner does not perform its obligations under this Agreement itself, the Affiliate instead performs the relevant obligation.

3.FEES AND PAYMENT

Fees and payment terms for the Services performed by Epsilon will be set forth in the applicable Service Order(s) and/or the IO(s). Fees for Services performed shall be exclusive of taxes. Marketing Partner will be responsible for the payment of any local sales, use, value added, excise, duty and any other taxes assessed, other than taxes based on Epsilons net income. In the event Epsilon incurs expenses related to the collection of any outstanding balance or fees, Marketing Partner shall pay reasonable expenses associated with said collection, including legal fees and collection agency fees and costs. Any late payments will accrue interest equal to one and one-half percent (1.5%) per month, or the maximum amount allowable under applicable law, whichever is less, compounded monthly. Marketing Partner agrees to pay Epsilon its reasonable expenses, including legal fees and collection agency fees, and costs incurred in enforcing its rights under this Section. Neither Marketing Partner nor its Affiliates will be entitled to deduct or offset any amounts payable to Epsilon or its Affiliates against any amount or liability that Epsilon or its Affiliate(s) may owe Marketing Partner or its Affiliates.

4.TERM AND TERMINATION

4.1. This GSA is effective as of the date the last Party signs the IO and shall continue until all Service Orders and IOs have expired or are terminated as expressly permitted in the Agreement. Termination of any Service Order or IO will not have the effect of terminating this GSA or any other Service Orders or IOs, but termination of this GSA will automatically terminate all Service Orders and IOs.

4.2. Either Party may terminate the Agreement immediately, in whole or in part, with written notice to the other Party, should the other Party or its Affiliate:

4.2.1. engage in illegal activity of any type or misconduct which could be prejudicial to the Partys business.

4.2.2. breach an agreement with the other Party (or its Affiliate).

4.2.3. be a party to a lawsuit involving the other Party (or its Affiliate).

4.2.4. become insolvent.

4.2.5. make an assignment for the benefit of creditors.

4.2.6. cease to do business as an ongoing concern.

4.2.7. file a petition or have a petition filed against it under any bankruptcy or insolvency laws.

4.2.8. commence negotiations with all or any class of its creditors with a view to rescheduling any of its debts or makes a proposal for or enters into any compromise or arrangement with any of its creditors; or

4.2.9. commit a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so.

4.3. Epsilon may terminate the Agreement immediately, in whole or in part, with written notice to Marketing Partner, should Epsilon in its reasonable opinion believe that Marketing Partner may not be able to fulfil its payment obligations under the Agreement.

5.DATA PROTECTION

5.1. In this Section 5, the following terms shall have the following meanings:

5.1.1. "Controller" (which includes a Data Fiduciary), "Data Subject" (which includes a Data Principal), "Personal Data", "Processing" (Processed and "Process"), "Processor", "Special Categories of Personal Data" and Supervisory Authority (which includes the Data Protection Board), or their cognate terms in Applicable Data Protection Law, shall have the meanings given in Applicable Data Protection Law. Where such term is not defined by or does not have any cognate terms in Applicable Data Protection Law, then the term shall take its definition under 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 "EUGDPR").

5.1.2. "Applicable Data Protection Law" means: (i) Indias Digital Personal Data Protection Act; (ii) any and all other applicable privacy, personal data protection, or other laws, legislation, regulations, decrees, ordinances, codes or rules regulating the responsible handling and/or protection of personal data in an applicable territory, and includes any subsidiary legislation, regulations, rules, decrees, orders, decisions, or other guidance by a competent authority, made thereunder, and in each case as may be amended or superseded from time to time; and

5.1.3. "Restricted Transfer" means a transfer of Personal Data to a recipient in a territory outside of the territory in which the Personal Data originated, and where applicable, such destination territory has not been determined by the relevant Supervisory Authority as a territory having an equivalent or adequate standard of Personal Data protection as the originating territory, or such transfer has not been exempted by the relevant Supervisory Authority.

5.2. Marketing Partner may disclose or otherwise permits Epsilon to collect certain Personal Data about Visitors to Marketing Partners digital properties and/or about Marketing Partners customers and prospective customers (collectively, the Data). Epsilon will Process the Data for the purpose of performing the Services or as otherwise described in the relevant Service Order and/or IO (the Permitted Purposes). The categories of Data that Epsilon Processes for the Permitted Purposes, and the nature of Processing activities that Epsilon performs, are set out in more detail in the relevant Service Order and/or IO. Marketing Partner shall ensure that no Special Categories of Personal Data are disclosed or made available to Epsilon nor any Personal Data relating to Data Subjects that have not reached the age of majority in the applicable territory.

5.3. Marketing Partner acknowledges that it is a Controller of the Data it discloses or otherwise permits Epsilon to collect, and Epsilon will also Process the Data as a Controller for certain Permitted Purposes. Epsilon may share the Data back with Marketing Partner for Marketing Partner to use solely for purposes compatible with the Permitted Purposes and always in accordance with Applicable Data Protection Law. Each Party will comply with its responsibilities as a Controller under Applicable Data Protection Law in respect of its Processing of the Data.

5.4. Without limiting each Party's obligation to comply with the Applicable Data Protection Law to which it is subject (in accordance with Section 5.3), the Parties agree that they shall each fulfil the specific data protection compliance responsibilities described below:

5.4.1. Each Party shall: (i) maintain a prominent and publicly accessible privacy notice on their respective 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 the Party 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 under Applicable Data Protection Law.

5.4.2. Marketing Partner shall implement a mechanism to obtain Visitor consent on any digital properties on which Marketing Partner will deploy Epsilon Device Tracking Technologies to collect Data. Such mechanism must: (a) provide prominent notice to Visitors that the digital property deploys Device Tracking Technologies operated by Epsilon for the Permitted Purposes; (b) provide Visitors a link to Epsilon's privacy notice; (c) display to Visitors all necessary disclosures, and obtain all necessary consents, prior to service of the Device Tracking Technologies to the Visitor; and (d) offer all necessary opt-out mechanisms; in each case as is required to comply with Applicable Data Protection Law.

5.4.3. Marketing Partner shall ensure that, in respect of any Data that it collects and provides to Epsilon (that is, other than Data collected by Epsilon using Device Tracking Technologies on Marketing Partner's digital properties): (a) it collects the Data fairly and lawfully and in compliance with Applicable Data Protection Law; (b) it provides prominent notice to Data Subjects, at the point of Data collection, that their Data shall be Processed by Epsilon for the Permitted Purposes, and such notice shall include a link to Epsilon's privacy notice; (c) it offers Data Subjects the ability to opt-out of such Processing by Epsilon; and (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. Upon request Epsilon shall provide Marketing Partner with such information as Marketing Partner may reasonably require about Epsilon's Processing of Data under this Agreement (including the use of Device Tracking Technologies) so that Marketing Partner can ensure that such information is presented to Data Subjects.

5.5. Epsilon may also make available to Marketing Partner certain Personal Data about Visitors to third party digital properties on which Ads are served (the "Metrics Data") using Device Tracking Technologies. Marketing Partner will Process the Metrics Data solely for relevant purposes described in the relevant Service Order or IO (the "Metrics Permitted Purposes"). The categories of Metrics Data that Marketing Partner shall Process for the Metrics Permitted Purposes, and the nature of Processing activities that Marketing Partner shall perform, are set out in more detail in the relevant Service Order or IO.

5.6. 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 organisational measures to protect the Data and Metrics Data from and against accidental or unlawful destruction, loss, alteration, or unauthorised use, modification, disclosure, or access.

5.7. Marketing Partner acknowledges that Epsilon is acting as a Controller in serving Ads as part of its Services, and that Epsilon is required to allow Data Subjects to exercise their right to opt-out of receiving Ads from Epsilon directly. As such, Epsilon will place an AdChoices icon on each Ad containing Marketing Partner Content that is served to a Data Subject through Epsilons Services, and such icon will be hyperlinked to an online AdChoices tool to allow Data Subjects to opt-out of receiving interest-based Ads from Epsilon.

5.8. Each Party shall be individually responsible for responding to any enquiry, lawful request or complaint that it receives from Data Subjects or a Supervisory Authority (Correspondence), in respect of Data and/or Metrics Data that it Processes as a Controller. 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 Correspondence in accordance with Applicable Data Protection Law.

5.9. In the event that either Party receives any Correspondence that is directly related to the Data and/or Metrics Data Processed under this Agreement where the Receiving Party is Processing Personal Data as a Processor, the Receiving Party shall (i) not respond to such Correspondence and promptly inform the Other Party giving details of the same unless prohibited from doing so by applicable law, and (ii) the Parties shall cooperate reasonably and in good faith in order for the Controller to respond to the Correspondence in accordance with any requirements under Applicable Data Protection Law.

5.10. Neither Party shall engage in a Restricted Transfer in relation to Data or Metrics Data unless it has taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law, including through the use of any appropriate data export mechanism as may be required by Applicable Data Protection Law.

5.11. If Epsilon becomes aware that:

5.11.1 accidental, unauthorized or unlawful destruction, loss, acquisition, alteration, disclosure, use or access to the Data that it Processes as a Processor has occurred (Breach), Epsilon shall (i) without undue delay notify Marketing Partner of the Breach, including a description of the nature of the Breach, the categories and approximate number of Data Subjects affected, and the likely consequences of the Breach and risks to affected Data Subjects, to the extent known to Epsilon, and (ii) take all steps necessary to minimise or mitigate the impact of the Breach, investigate its causes and remediate as necessary and in reasonable consultation and cooperation with Marketing Partner, to prevent a recurrence and to comply with Applicable Data Protection Laws. Marketing Partner shall be solely responsible for Breach notification obligations to the Supervisory Authority and/or Data Subjects as required under Applicable Data Protection Laws. Marketing Partner agrees that it will not refer to Epsilon by name in any such notice without Epsilons prior written consent, which shall not unreasonably be withheld or delayed; and

5.11.2 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. In no event shall Epsilon disclose Data in a massive, disproportionate and indiscriminate manner that goes beyond what is reasonably necessary. Epsilon shall have in place, maintain and comply with a policy governing Personal Data requests from government authorities which at minimum prohibits: (1) massive, disproportionate or indiscriminate disclosure of Data; and (2) the disclosure of Data without a subpoena, warrant, writ, decree, summons or other legally binding order that compels disclosure of such.

5.12. This Section 5 shall survive termination or expiry of the Agreement. Upon termination or expiry of the Agreement each Party may continue to Process the Data or Metrics Data under its control provided that such Processing complies with the requirements of this Section 5 and Applicable Data Protection Law.

6.CONFIDENTIALITY

6.1. Each Party (the Recipient):

6.1.1. must and must ensure its Affiliates hold in confidence and not disclose any Confidential Information of the other Party and other Partys Affiliates (the Discloser) except as expressly permitted by the Agreement.

6.1.2. shall, and shall ensure its Affiliates, only use the Disclosers Confidential Information to fulfil its obligations under the Agreement; and

6.1.3. shall, and shall ensure its Affiliates, 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.

6.2. Recipient may disclose the Discloser's Confidential Information:

6.2.1. to its Affiliates, employees, officers, representatives or advisers who need to know such information for the purposes of carrying out its obligations under the Agreement, and who are under obligations of confidentiality at least restrictive as those set out in this Section; and

6.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority (but only to the extent of such requirements).

6.3. The obligations as to confidentiality in the Agreement will not apply to any information which:

6.3.1. is available to the public other than because of any breach of the Agreement.

6.3.2. is, when it is supplied, already known to whomever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or

6.3.3. is independently obtained by whomever it is disclosed to in circumstances in which they are not prevented from disclosing it to others.

6.4. At the express written request of the Discloser, the Recipient shall return or destroy any Confidential Information of the Discloser to the extent practicable.

6.5. Nothing in Section 6.5 shall require the Recipient to return or destroy any documents and materials containing or based on the Disclosers Confidential Information that the Recipient is required to retain by applicable law, or to satisfy the requirements of a regulatory authority or body of competent jurisdiction or the rules of any listing authority or stock exchange, to which it is subject. The provisions of the Agreement shall continue to apply to any documents and materials retained by the Recipient pursuant to this section.

6.6. Without prejudice to any other rights or remedies that the Discloser may have, each Party acknowledges and agrees that damages alone may not be an adequate remedy for any breach of the terms of this section by the Recipient. Accordingly, the Discloser shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the Agreement.

7.MUTUAL WARRANTIES

7.1. Each Party represents and warrants that:

7.1.1. it has the full power and authority to enter into the Agreement.

7.1.2. its execution of and performance under the 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.

7.1.3. its performance hereunder will comply with all applicable laws, rules and regulations in force from time to time, including, without limitation, Applicable Data Protection Law (collectively Laws). Any agency executing this GSA, Service Order or IO on behalf of its client represents and warrants that it has the authority to bind its client to the terms stated herein and for all obligations under this GSA, Service Order and any IO.

8.RIGHTS, TITLE AND INTELLECTUAL PROPERTY

8.1. All pre-existing Intellectual Property Rights belonging to each Party and/or its Affiliates prior to the effective date of the Agreement shall remain vested in that Party (or the Affiliate). Unless expressly provided in a Service Order or IO, all rights, title, including all Intellectual Property Rights in, arising out of, or created as a result of the provision of the Services or any modifications to the Services shall vest in Epsilon. All goodwill attached to Epsilons Intellectual Property Rights is and shall remain vested in Epsilon. Marketing Partner and its Affiliates shall have no rights in or to the Services (or any modifications to the aforementioned) other than the limited right to use the Services in accordance with the Agreement.

8.2. Marketing Partner shall, and shall ensure its Affiliates do, not directly or indirectly: (a) reverse engineer, decompile, or disassemble any Epsilon Intellectual Property Rights; (b) copy, rent, sell, lease, transfer, or distribute any of Epsilons Intellectual Property Rights; (c) modify or create any derivative works based upon Epsilons Intellectual Property Rights; (d) create or attempt to create a substitute or similar service or product through use of or access to any Epsilon Intellectual Property Rights; (e) remove, obscure, or alter any patent, trademark, copyright, or other proprietary notice relating to Epsilon Intellectual Property Rights; or (f) tamper with or work around any technical limitations of any Epsilon Intellectual Property Rights.

8.3. Epsilon represents and warrants that, to the best of its knowledge, information and belief, the Services and Epsilon Creative Services (with the exception of Marketing Partner Content and/or third-party content), their supply and/or provision by Epsilon and their receipt, and possession by Marketing Partner and/or its Affiliates, do not and will not infringe the Intellectual Property Rights of any third party. In the event of a third party claim against either Epsilons Intellectual Property Rights or right to offer any good or service, or if, in Epsilons opinion, such a claim is likely, Epsilon shall have the right, in its sole discretion, to: (a) secure the right to continue using the intellectual property, good, or service; (b) replace or modify the intellectual property, good, or service to make it non-infringing, provided that any such replacement or modification will have similar operating capabilities and functionalities of the allegedly infringing intellectual property, good, or service provided hereunder; or (c) terminate the applicable Service Order or IO immediately, in whole or in part, if it is unable to secure, replace, or modify the intellectual property, good, or service as set forth in subsections (a) and (b) herein.

9.MARKETING PARTNER REPRESENTATION AND WARRANTIES

9.1. Marketing Partner represents and warrants that:

9.1.1. is and its Affiliates hold all necessary rights to permit the use, reproduction, distribution, transmission or display of all Marketing Partner Content and any materials to which Visitors can link through from the Ads, or any products or services made available to Visitors through the Ads and such Marketing Partner Content will not: (a) violate any Laws and/or give rise to criminal or civil liability or infringe any Intellectual Property Rights or any other personal, moral, contract or property of any third party (collectively Unlawful Conduct); (b) (i) contain or transmit any viruses , malware, adware, spyware, worms, Trojan horses, or any other harmful programs or code, or (ii) contain or promote obscene, abusive, violent, bigoted, hate-oriented, cracking, hacking or warez content or conduct (collectively Offensive Conduct); or (c) encourage conduct that would constitute Unlawful Conduct or Offensive Conduct.

9.1.2. it is solely responsible for the content of the Ads, has a reasonable basis for all claims made within the Ads, the Ads comply will all Laws and contain all disclosures required by Laws, any information supplied in connection with the Ads is accurate, complete, true and not misleading, it possesses appropriate documentation to substantiate any claims made in its Ads and shall fulfil all commitments made in its Ads;

9.1.3. the Ads, Marketing Partners and its Affiliates websites and any claims made therein do not contain any information which may bring Epsilon its Affiliates, their services or products in disrepute.

10.LIMITATION OF LIABILITY

10.1. Nothing in the Agreement shall limit or exclude the liability of either Party for:

10.1.1. Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable).

10.1.2. Fraud or fraudulent misrepresentation, willful default or deliberate breach of this Agreement; and

10.1.3. Any obligations to pay Fees, costs and expenses arising under this Agreement, any Service Order or any IO; and

10.1.4. Any matter in respect of which it would be unlawful to exclude or restrict liability.

10.2. Subject to Section 10.1:

10.2.1. Neither Party shall under any circumstances whatever be liable to the other or others Affiliates, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

a) any loss of profit, sales, revenue, or business.

b) loss of anticipated savings.

c) loss of or damage to goodwill.

d) loss of agreements or contracts.

in each the foregoing whether direct or indirect, and

e) any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.

10.2.2. The total liability of each Party to the other Party in respect of all other loss or damage arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, and whether suffered by a Party or its Affiliate, shall in no circumstances exceed the total amount paid by Marketing Partner and its Affiliates to Epsilon under the applicable Service Order in the 12 months preceding the claim giving rise to the liability.

11.ANTI-BRIBERY AND ANTI-CORRUPTION

Each Party shall comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including, but not limited to, the US Foreign and Corrupt Practices Act 1977 and the UK Bribery Act 2010.

12.DISCLAIMER OF WARRANTIES

Marketing Partner agrees that its and its Affiliates use of the Services is solely at its and their own risk. Marketing Partner agrees that such Services are provided on an as is, as available basis. Epsilon expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Epsilon makes no warranty that the Services will meet Marketing Partners or tis Affiliates requirements, or that the Services will be uninterrupted, timely, secure, or error free; nor does Epsilon make any warranty as to the results that may be obtained from the use of the Services or as to the accuracy or reliability of any information obtained through the Services or that defects in the Services will be corrected. Marketing Partner understands and agrees that any material and/or data downloaded or otherwise obtained through the use of Services is done at its and its Affiliates own discretion and risk and that Marketing Partner will be solely responsible for any damage to its computer system or loss of data that results from the download of such material and/or data. Epsilon make no warranty regarding any transactions entered into through the Services. No advice or information, whether oral or written, obtained by Marketing Partner or its Affiliates from Epsilon or through the Services shall create any warranty not expressly made herein.

13.FORCE MAJEURE

Except with respect to Marketing Partners and its Affiliates payment obligations described herein or in a Service Order and/or an IO, neither Party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond its reasonable control, 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, pandemic, 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.THIRD PARTY RIGHTS

14.1. Unless expressly provided elsewhere in the Agreement, a person who is not a Party to the Agreement other than Affiliates of Epsilon shall not have any rights under the Contracts (Rights of Third Parties) Act 2001 (or equivalent under the laws governing the Agreement), to enforce any term of the Agreement.

14.2. The rights of the Parties to rescind or vary this Agreement are not subject to the consent of any other person.

15.MARKETING

Marketing Partner acknowledges that Epsilon may identify Marketing Partner and its Affiliates as a client of Epsilon and use Marketing Partner Content in order to perform its obligations under the Agreement. Any other use of either Partys or its Affiliates name shall require that Partys or Affiliates prior written consent, which consent shall not be unreasonably withheld or delayed.

16.INDEPENDENT CONTRACTORS

The relationship of the Parties shall be solely that of independent contractors, and nothing in the Agreement or in the business or dealings between the Parties and Affiliates 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.

17.SEVERABILITY AND WAIVER

If any provision of the 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 the Agreement by any Party or Affiliate shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.

18.SURVIVAL

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

19.ASSIGNMENT

Neither Party may assign the Agreement to a third party without the other Partys prior express written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that: (a) Epsilon may assign any or all of Epsilons rights and obligations under the Agreement to any of its Affiliates; and (b) either Party may (without consent) of the other Party assign its rights and obligations under the Agreement in connection with a sale or other transfer of all or substantially all of its assets or equity, or in the event of a change of control, merger or other reorganization, provided that such successor entity is not in direct competition with Epsilon or its Affiliate(s).

20.ENTIRE AGREEMENT AND AMENDMENT

20.1. The 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 agreements and understandings between the Parties, whether oral or written, regarding the subject matter hereof. The Parties acknowledge that the terms of any other agreement that the Marketing Partner or its Affiliate may have in place with an Affiliate of Epsilon shall not apply to the Agreement.

20.2. Epsilon reserves the right, at its discretion, to modify, add, or remove any of the terms of this GSA, at any time by posting a revised GSA on its website for at least 14 days before it becomes effective. Marketing Partners and/or its Affiliates continued use of the Services after the effective date of such change shall be deemed acceptance by the Marketing Partner of the revised GSA.

21.BINDING EFFECT

The 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 the Agreement and neither Party shall be considered the drafter.

23.CHOICE OF LAW AND LEGAL FEES

23.1. In the event of a dispute (a) Epsilon and Marketing Partner irrevocably submit and consent to the exclusive jurisdiction of the courts set out in the relevant Service Order or IO, as applicable, and hereby agree that such courts shall be the exclusive proper forum for determination of any dispute arising in connection with the Agreement and (b) the Agreement will be governed by the laws of India and each party irrevocably submits to the exclusive jurisdiction of courts in Bangalore, Karnataka, India in relation to any dispute, controversy, proceeding or claim (including non-contractual disputes or claims), arising out of or in connection with this Agreement or its subject matter or formation.

23.2. The prevailing Party of any litigated dispute arising out of or relating in any way to the Agreement shall receive its reasonable legal fees, together with its reasonable costs and expenses incurred resolving the dispute, as part of the judgment.

This General Services Agreement is published by and applicable to Epsilon India Data and Digital Technology Solutions, LLP (formerly known as Conversant Software Development and Campaign Management Services, LLP) and having its office at 8th Floor, Virgo B Wing Building, Bagmane Constellation Business Park, Outer Ring Road, Doddanekundi Circle, Marathahalli, Bengaluru 560037.

Confidential and Proprietary Information

13th December 2023