GENERAL PUBLISHER AGREEMENT

THIS GENERAL PUBLISHER AGREEMENT (the “GPA”) is made by and agreed to between you (“Media Partner”) and Epsilon International UK Ltd (“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:

Structure of Agreement, Inventory and Incorporated Documents

1.1 Structure of Documents. The terms and conditions for the inventory (“Inventory”) Media Partner provides are found in this GPA and any additional documents referencing this GPA and signed by the Parties (collectively, the “Agreement”). Media Partner shall provide the Inventory to Epsilon as specified in an Inventory specific exhibit (“Exhibit”), referencing or incorporating this GPA. Each Exhibit may have attached or contain a reference to, including by URL, one or more additional incorporated documents, including but not limited to, insertion orders (“IOs”) and/or attachments. Each Exhibit, IO, and/or attachment is an “Incorporated Document,” which may be attached hereto or thereto and incorporated herein.

1.2 Controlling Documents. The Parties intend that this GPA 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 GPA and the terms of an Incorporated Document, the terms of the GPA 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 GPA; and/or (ii) adopt a clause or provisions to apply in lieu of any otherwise controlling provisions of this GPA.

1.3 Existing Agreements. If Media Partner has an existing, valid, and signed agreement in place with a 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 the Agreement:

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

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

“App” means Media Partner or a publisher’s downloadable application for a Mobile device that permits placement of Ad Impressions.

“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 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 the 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; or (d) can be documented was independently developed by the Receiving Party.

“Desktop Website” means a virtual location on the internet designated by a unique URL that is under the control of Media Partner or on which Media Partner has the license to offer Inventory. A Desktop Website may be made up of one or more web pages and may be accessed by a User on a Mobile device.

"Impressions" means either: (a) for a Desktop Website, the number of times an Ad is served to, and received by, a User; or (b) for a Mobile Website and/or App, the number of times an Ad is served to, and received by a User or visible on the screen of a User’s device on a Mobile Website and/or App.

"Intellectual Property" 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.

“Laws” means local laws and regulations.

“Media Sites” means any Desktop Websites, Affiliate Websites, Mobile Websites, and/or Apps, owned by, aggregated by, or under the control of Media Partner, or on which Media partner has a license to offer Inventory.

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

“Mobile Website” means a Desktop Website that has been optimised to a Mobile device format.

“Epsilon IP” means the Ads, Epsilon Code and/or source code, Epsilon SDK when applicable, and other Intellectual Property made available to Media Partner in connection with its performance under the Agreement.

“PII” means personally identifiable information of a User (excluding device ID’s).

“Spyware” means computer programs or tools that (i) alter a User’s browser or other settings or use an ActiveX control or similar device to download ad supporting software without providing fair notice and obtaining consent; (ii) prevent a User’s reasonable efforts to block installation of or disable or remove unwanted software; (iii) remove or disable any security, anti-spyware or anti-virus technology on a User’s computer; (iv) send email through a User’s computer without prior authorisation; (v) open multiple, sequential, stand-alone Ads in the consumer’s internet browser which cannot be easily closed; or (vi) other similar activities that are prohibited by applicable law.

"User" means any actual person accessing the Media Sites. 

“Epsilon Code” means pixels, Intellectual Property, software or other computer code, and any deviations thereon, owned and/or provided by Epsilon for use by Media Partner.

“Epsilon Companies” shall mean Epsilon inclusive of its subsidiaries and Affiliates.

“Epsilon Websites” means all websites that are owned, operated or hosted by or on behalf of Epsilon, including, without limitation, Epsilon’s branded websites.

3. EPSILON PARTNERSHIPS

3.1 Epsilon Rights and Accounts. Epsilon reserves the right, in its sole discretion, to (i) refuse service to any new or existing Media Partner or Media Site(s) for any reason; and (ii) reject, omit, or exclude any Media Partner or Media Site for any reason at any time with or without notice. This GPA is voidable by Epsilon immediately if Media Partner fails to disclose, conceals or misrepresents itself in any way.

3.2 Epsilon Websites. The terms in this Section are only applicable as necessitated by Media Partner’s access to Epsilon’s websites and/or interfaces, where such access exists. Media Partner agrees it will not use the Epsilon Websites and/or interfaces or any content therein or data obtained therefrom for any purposes other than as permitted under the Agreement. Media Partner is responsible for all activity under its account and its security. Epsilon will not be liable for any loss or damage from Media Partner’s failure to comply with such security obligations. 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 Websites 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 Websites, interface, or any program thereon. Media Partner acknowledges and agrees that Epsilon has no control over the availability of the Epsilon Websites 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 the 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 Websites at any time.

3.3 Limitation on Media Partner Communications. Except as otherwise specified by Epsilon, Media Partner agrees that it will direct all communications relating to any Ad, Advertiser, Epsilon Website, or its participation therein, directly to Epsilon and not to any other entity.

4. Ads and intellectual property rights

4.1 Compliance with Industry Standards. Media Partner agrees to undertake and place Ads in compliance with the Agreement, a signed Exhibit, the Interactive Advertising Bureau Guidelines, Standards and Best Practices, and IOs (if any) including all Ad placement restrictions or channel specifications and in accordance with the highest industry standards. Media Partner shall position Ads in such a manner to assure that they are fully and clearly visible to consumers and displayed in a similar manner as other advertisers included on the Media Site.

4.2 Sites and Activities.

4.2.1 Placement Restrictions. Media Partner shall not place any Ads or Network IP on Desktop or Mobile Websites or in Apps that contain, promote, reference or have links to: (i) profanity, sexually explicit materials, hate material, promote violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or family status, or any other materials deemed unsuitable or harmful to the reputation of an advertiser or Epsilon; (ii) software piracy; (iii) illegal activities, deceptive practices or violations of the Intellectual Property or privacy rights of others; (iv) web sites or Apps under construction, or that do not own the domain they are under; (v) charity clicks/donations, paid to surf, personal sites, Media Sites not owned by or under the control of Media Partner, ActiveX downloads, no content (link site), all affiliate links, or incentivised traffic; (vi) activities generally understood as internet abuse, including but not limited to, the sending of unsolicited bulk email or the use of Spyware. 

4.2.2 Activity Restrictions. Media Partner shall not: (i) violate guidelines of any search engines being utilised; (ii) engage in search engine spam, doorway pages, cloaking, etc.; (iii) bid on any trademarked name or terms in any pay-per-click “keyword”/“adword” campaign; (iv) conduct search Ads falsely suggesting a link between Epsilon and a third party or otherwise infringing on a third party’s Intellectual Property rights; (v) engage in any advertising via facsimile or telemarketing; (vi) engage in any misleading or deceptive conduct; or (vii) engage in any commercial SMS/text messaging.

4.3 No Modifications to Ads or Epsilon IP. Except as permitted under the Agreement, Media Partner shall not copy, modify, take, sell, re-use, or divulge in any manner any Creative or Epsilon IP without Epsilon’s prior written consent and any approved modifications shall be owned solely by Epsilon. Media Partner shall not copy Ads and display them directly from a Media Site(s); redirect traffic to a Media Site(s) other than a Media Site(s) specified in writing by Epsilon; or ask Users to take advantage of other advertisements or offers other than those provided by Epsilon or Advertiser. Any Epsilon Ad that is copied, changed, or altered without prior written approval by Epsilon will result in non-payment for the campaign and may result in termination.

4.4 Quality Control. Epsilon monitors the Media Sites to ensure that its’ Advertisers receive high quality Inventory. Any Media Partner that commits fraudulent activities, including false impressions, clicks, conversions, leads, or incentivised 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.

4.5 Licenses.  Provided that Media Partner complies with all the provisions of the Agreement, Epsilon hereby grants to Media Partner a nonexclusive, limited, revocable license to use, execute, and display the Epsilon IP solely for purposes of performing its other obligations hereunder. Except for the limited license expressly granted in this Section, nothing in the 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 the 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.

4.6 Intellectual Property Ownership.  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 the 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.

4.7 Data Ownership. Media Partner understands that all data, including, but not limited to, data derived from Epsilon IP, PII provided by Users in response to an Ad, and/or any or all reports, results, and/or information created, compiled, analysed and/or derived by Epsilon from such data is the sole and exclusive property of advertiser and/or the Epsilon Companies and is considered Confidential Information pursuant to the Agreement Epsilon Companies and/or its advertisers, in their sole discretion, have the right to use the User(s) and/or data without further obligation to Media Partner. All data collected by Epsilon, including data collected abroad, is stored in the United States pursuant to the requirements for Epsilon’s Safe Harbor certification(s). 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. Unless otherwise agreed to in writing by the Parties, any other use of such data or information is strictly prohibited.  Media Partner shall not transfer to Epsilon any PII or any other User information subject to an opt-in approval by the User if such User has not granted Media Partner the right to share such information with third parties.

4.8 Ad Serving. All Creative must be served from a Epsilon server or through a Epsilon approved third-party-hosted server. Stored images that are loaded from a different location will not count towards any statistic or payment.

4.9 No Guaranteed Impressions. Media Partner acknowledges and agrees that Epsilon may not be able to fill one hundred percent (100%) of Inventory with paying Ads. Epsilon may provide free Media Partner-defined default redirects expressly for this purpose. Media Partner-defined default Ads must adhere to the content guidelines outlined for all Epsilon advertisers. Media Partners found using default Ads that violate such content guidelines will be removed. Under no circumstances does Epsilon guarantee to provide any percent fill of paid Ads to a Desktop Website. If Media Partner chooses not to specify a default redirect, Epsilon may display so-called 'house' and/or 'AdCouncil' Ads when paid advertising is unavailable or when technical difficulties require it.

5. Payment

5.1 Payment Terms. Media Partner will be paid 30 days after the end-of-month.

5.2 Additional Payment Terms. (a) Media Partner shall not invoice Epsilon; all Media Partner invoices will be discarded. Publishers will be paid at the account level. For the relevant VAT jurisdictions, Epsilon Media Solutions and Publisher hereby acknowledge and agree that Epsilon Media Solutions shall provide Publisher with a value added tax (“VAT”) invoice. Publisher agrees not to raise any VAT invoices with respect to the revenue due to it pursuant to the Agreement. Epsilon Media Solutions will complete invoices showing the publishers’ address, VAT Registration number, together with all details which constitute a full VAT invoice. Publisher agrees to notify Epsilon Media Solutions in the event Publisher ceases to be registered under the VAT number delineated in the Agreement, transfers or sells its business or becomes registered under a different VAT number. Epsilon Media Solutions agrees to make a new agreement in the event that the publisher’s VAT registration changes. In the event Epsilon Media Solutions intends to outsource responsibility for issuing VAT invoices under the Agreement to a third party, Epsilon Media Solutions shall notify the Publisher of such outsourcing. All accounts will be settled in British Pounds, US Dollars or Euros. No payment will be issued for any amount less than 25 British Pounds, or the equivalent Euros or Dollars (“Minimum Payment Threshold”). All unpaid earnings will rollover to the next pay period.  Based on the Minimum Payment Threshold, any Publisher account that goes unpaid for six (6) months becomes subject to immediate payoff and dismissal from the Epsilon Media Solutions Network. As a condition to Epsilon Media Solutions’ obligation to make payments hereunder to Publisher, Publisher must have on file with Epsilon Media Solutions (i) a completed and accurate VAT number, where applicable, and (ii) the appropriate Publisher bank information to allow for direct transfers of funds. VAT will not be paid if a VAT number is not provided, and Epsilon Media Solutions will not pay VAT that relates to prior periods if a VAT number is provided at a later date. Epsilon Media Solutions does not issue cheques. If the required bank information is not on file with Epsilon Media Solutions within three months of the date of a scheduled payment, Epsilon Media Solutions may charge a monthly administrative fee, representing Epsilon Media Solution’s cost of establishing and maintaining Publisher's account, equal to 25% of the original balance. All payments are based on actuals as defined, accounted and audited by Epsilon Media Solutions. Epsilon Media Solutions reserves the absolute right to withhold payment from accounts or Publishers that violate any of the terms and conditions set forth herein. Epsilon Media Solutions will determine, in its sole discretion, whether acts or omissions are deceptive, fraudulent or violate the Agreement. Examples of such acts may include, without limitation, Clicks without referring URLs, extraordinary high numbers of repeat Clicks, and Clicks from non-approved root URLs.

(b) Breach or Fraud. If Publisher violates or refuses to fulfill its responsibilities, or commits fraudulent activity, Epsilon Media Solutions reserves the right to withhold payment and take appropriate legal action.

(c) Calculation. Calculation of Publisher earnings shall be in Epsilon Media Solution’s sole discretion.  In the event Publisher disagrees with any such calculation, Publisher shall immediately send a written request to Epsilon Media Solutions detailing, with specificity, Publisher's concerns. Thereafter, Epsilon Media Solutions will provide Publisher with an explanation or, if such calculations are determined by Epsilon Media Solutions to be incorrect, an adjustment. Epsilon Media Solution’s calculations shall be final and binding.  In the event no adjustment is necessary, Publisher shall reimburse Epsilon Media Solutions for its expenses in responding to Publisher's requests under this Section.

5.3 Taxes. Any payments made under an Exhibit do not include and are net of any government imposed garnishments (e.g. Revenue, 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 Sites, 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

The term of and conditions for termination will be set forth in the applicable Exhibit(s). Termination under one Exhibit shall not impact the terms, rights or obligations of the Parties under this GPA and any other valid Exhibit or any other agreement between the Parties. Notwithstanding the foregoing, Epsilon may terminate the Agreement immediately, in whole or in part, in its sole but reasonable discretion, with written notice, should Media Partner: (i) engage in illegal activity of any type; (ii) breach an agreement with any Epsilon Company; (iii) be a party to a lawsuit involving any Epsilon Company; (iv) become insolvent; (v) make an assignment for the benefit of creditors; (vi) cease to do business as an ongoing concern; or (vii) file a petition or have a petition filed against it under any bankruptcy or insolvency laws. This GPA shall automatically terminate once all associated Exhibits have been terminated. Upon termination, Media Partner agrees to immediately remove from the Media Site(s) 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.

7. Representations and Warranties

7.1 Mutual. Each Party represents and warrants that: (i) it has the full power and authority to enter into the Agreement; (ii) 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; and (iii) its performance hereunder will fully comply with all applicable Laws, including but not limited to online privacy or otherwise.

7.2 By Media Partner. Media Partner represents, warrants, covenants and acknowledges that (i) it owns or has appropriate license to the content on its Media Sites and/or appropriate license to offer the Inventory provided by Media Partner (as applicable) and any applicable license fees required for Media Partner content are Media Partner's obligation and not the obligation of Epsilon; (ii) it will provide and maintain the resources, personnel and facilities suitable to perform its obligations under the Agreement; (iii) it will not engage in conduct as expressly prohibited in the Agreement; (iv) it is either an entity or at least 18 years of age on the effective date of the Agreement; (v) Epsilon does not make any specific or implied promises as to the successful outcome of any Ad or campaign; and (vi) it will adhere to fair information collection practices with respect to its performance and comply with all applicable Laws including, without limitation, laws relating to advertising, the internet, privacy, and unfair business practices. Any agent executing this GPA, Exhibit or other Incorporated Document 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 GPA and Incorporated Documents.

7.3 By Epsilon. Epsilon represents, warrants, covenants and acknowledges that the Ads (i) will not violate any third party rights; (ii) will not be defamatory, obscene; and (iii) will not violate applicable Laws.

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 the 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 the 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 the 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

9.1 Definitions. In this Section 9, the following terms shall have the following meanings:

a) "controller", "processor", "data subject", "personal data", "processing" (and "process") and "special categories of personal data" shall have the meanings given in EU Data Protection Law; and

b) "Applicable Data Protection Law" means all worldwide data protection and privacy laws, regulations and self-regulatory codes applicable to the personal data in question, including, where applicable, EU Data Protection Law and also, where applicable, (i) all FTC Guidelines and any other applicable laws, rules and regulations with respect to online privacy; (ii) all applicable Network Advertising Initiative Self-Regulatory Codes of Conduct as amended from time to time; (iii) all applicable European Digital Advertising Alliance (“EDAA”) Self-Regulatory Principles, as amended, which can be found at www.aboutads.info; and (iv) all applicable versions of the EDAA Self-Regulatory Principles to the Mobile Environment and NAI Mobile Application Code.

c) "EU Data Protection Law" means (i) prior to 25 May 2018, Directive 95/46/EC of the European Parliament and of the Council on the protection of individuals with regard to the Processing of Personal Data and on the free movement of such data (the "Directive"); (ii) on and after 25 May 2018, 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 "GDPR"); (iii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iv) any and all applicable national data protection laws made under or pursuant to (i), (ii) or (iii); in each case as may be amended or superseded from time to time;

d) "Model Clauses" means the standard contractual clauses for the transfer of personal data from the controllers in European Economic Area to controllers established in third countries (controller-to-controller transfers) pursuant to Commission Decision 2004/915/EC and as completed and set out in Schedule 1.

9.2 Obligations. Internet consumer privacy is of paramount importance to Epsilon, its subsidiaries, and its Advertisers. Epsilon is committed to protecting the privacy of Users, consumers, and Advertisers, and to do its part to maintain the integrity of the internet. Publisher therefore affirms and attests that it will adhere to fair, transparent information collection practices that are compliant with Applicable Data Protection Law with respect to its performance under the Agreement.

9.3 Purpose of processing. Media Partner will disclose or make available the personal data described in the Agreement (the "Data") to Epsilon to process strictly for the purposes described in the Agreement (or as otherwise agreed in writing by the parties) (the "Permitted Purpose").

9.4 Relationship of the parties. The parties acknowledge that Media Partner is a controller of the Data it discloses to Epsilon, and that Epsilon will process the Data as a separate and independent controller strictly for the Permitted Purpose.

9.5 Compliance with law. Each party shall be individually and separately responsible for complying with the obligations that apply to it as a controller under Applicable Data Protection Law. Without limitation to the foregoing, each party shall maintain a publicly-accessible privacy policy on its website that satisfies the transparency disclosure requirements of Applicable Data Protection Law. Media Partner shall, in particular, fulfil the requirements of Sections 9.9 and 9.10 below.

9.6 Security. Each party shall implement appropriate technical and organisational measures to protect the Data (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorised disclosure of, or access to the Data (a "Security Incident").

9.7 Subcontracting: Epsilon may appoint third party processors to process Data for the Permitted Purpose, provided that such processors: (a) agree in writing to process Data in accordance with Epsilon’s documented instructions; (b) implement appropriate technical and organisational security measures to protect the Data against a Security Incident; and (c) otherwise provide sufficient guarantees that they will process the Data in a manner that will meet the requirements of Applicable Data Protection Law. Epsilon accepts responsibility for any breach of this Section 9 that is caused by an act, error or omission of a processor it has appointed.

9.8 International Transfers: To the extent that CJ processes any Data that originates from the European Economic Area in a country that has not been designated by the European Commission or Swiss Federal Data Protection Authority (as applicable) as providing an adequate level of protection for personal data, the parties acknowledge and agree that CJ shall provide appropriate safeguards (within the meaning of EU Data Protection Law) for any such Data by complying with the Model Clauses or any other lawful data export mechanism permissible under EU Data Protection Law. You agree that by clicking to accept the Agreement, You are also agreeing to the Model Clauses set out in Schedule 1.

9.9 Privacy Disclosure Requirements. Media Partner must clearly and conspicuously post notice on its Media Site(s), and in any other location necessary to ensure that notice to consumers is clear, meaningful, and prominent, that is easy to understand and that (i) is in compliance with Applicable Data Protection Law; (ii) identifies the nature and scope of the collection and use of data gathered by Media Partner and its business partners and offers the User an opportunity to opt out from such collection and use of the data; and (iii) contains language materially similar to the following:

"We allow third-party companies to serve ads and/or collect certain information when you visit our web site or mobile application. These companies use information that does not directly identify you, such as information about your browser type, time and date of visit, your browsing or transaction activity, the subject of advertisements clicked or scrolled over, and a unique identifier (such as a cookie string, or a unique advertising identifier provided by your mobile device) during your visits to this and other websites and apps in order to provide advertisements about goods and services likely to be of greater interest to you. These companies may use technologies such as cookies and other tracking technologies to collect this information. To learn more about interest-based advertising, or to opt-out, you can visit www.youronlinechoices.eu or https://www.networkadvertising.org/."

9.10 Cookies. Media Partner acknowledges that (i) Epsilon uses cookies and similar tracking technologies (such as mobile device identifiers) to provide its services ("Cookies"); (ii) Cookies are important devices for measuring advertising effectiveness and ensuring a robust online advertising industry; and (iii) efforts are required to increase User awareness about the use of cookies and their role in providing free content and other benefits to users.  Media Partner agrees to take such steps as may be reasonable and appropriate to promote User awareness about cookies or similar devices as may be identified by Epsilon. In particular, Media Partner shall ensure that appropriate notice and consent mechanisms as may be required by Applicable Data Protection Law are displayed upon digital properties from which the Data is collected so that Epsilon can serve Cookies lawfully through such properties in order to provide its services under the Agreement. Notwithstanding, and without limiting the foregoing, in the event Media Partner creates a cookie in its own domain through which Epsilon can serve ads, Media Partner warrants it shall include in its privacy policy any additional choice mechanism(s) described in the integration instructions, including a description of such choice mechanism(s) and a landing page which accurately describes the choice which was made. Upon request, Epsilon shall provide Media Partner with such information as Media Partner may reasonably require about Epsilon’s Cookies so that Media Partner can ensure that such notice is provided. Epsilon shall not use Cookies to collect behavioral data from any individual who has opted-out of Epsilon Cookies.

9.11. The Parties agree to provide reasonable assistance as is necessary to each other to enable each party to comply with any subject access requests (whether in relation to access to Personal Data, rectification, restrictions on Processing, erasure or portability or any other right) and to respond to any other queries or complaints from their Data Subjects ("Data Subject Request") in accordance with the Applicable Data Protection Law.

9.12 Consent Tool. Epsilon may provide Media Partner with tools or other mechanisms to assist Media Partner in obtaining such consent as may be necessary under Applicable Data Protection Law (“Consent Tool”). If the Media Partner uses the Consent Tool, the Media Partner shall be subject to the terms of use applicable to the Consent Tool. The Epsilon Consent terms of use are specific to the use of the Consent Tool, but to the extent of any inconsistency between the Agreement and the Epsilon Consent terms of use, the Epsilon Consent terms of use will prevail.

9.13 Survival. This Section shall survive termination or expiry of the Agreement. Upon termination or expiry of the Agreement Epsilon may continue to process the Data for the Permitted Purpose provided that such processing complies with the requirements of this Section and Applicable Data Protection Law.

10. Indemnification

10.1 By Media Partner. Media Partner is solely responsible for any legal liability arising out of or relating to (i) the Media Site(s); (ii) any material to which Users can link through from a Media Site; and/or (iii) any consumer and/or governmental/regulatory complaint arising out of any campaign conducted by Media Partner, including but not limited to any spam or fraud complaint and/or any complaint relating to failure to have proper permission to conduct such campaign to the consumer. Media Partner shall indemnify, defend, and hold harmless Epsilon and its officers, directors, employees, agents, shareholders, partners, affiliates, representatives, agents and advertisers (collectively “Epsilon Parties”) harmless from and against any and all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys’ fees, costs related to in-house counsel time, court costs and witness fees) (collectively “Losses”) incurred by, or imposed or asserted against, the Epsilon Parties which, if true, would constitute or relate to any claims, suits, or proceedings for (i) libel, defamation, violation of rights of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third-party right, fraud, false advertising, misrepresentation, product liability or violation of any Law, throughout the world in connection with a Media Site(s); (ii) any breach by Media Partner of any duty, representation or warranty under the Agreement; (iii) a contaminated file, virus, worm, or Trojan horse originating from the Media Site(s); or (iv) gross negligence or willful misconduct by Media Partner.

10.2 By Epsilon. Epsilon shall indemnify, defend, and hold harmless Media Partner and its officers, directors, employees, agents, shareholders, partners, affiliates, representatives, agents and Advertisers (collectively “Media Partner Parties”) harmless from and against any and all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, arising from Losses incurred by, or imposed or asserted against, the Media Partner Parties which, if true, would constitute or relate to any claims, suits, or proceedings for (i) any Ad that violates a third party’s rights; is defamatory or obscene; or violates applicable Laws; (ii) any breach by Epsilon of any duty, representation or warranty under the Agreement; (iii) a contaminated file, virus, worm, or Trojan horse originating from the Epsilon IP; or (iv) gross negligence or willful misconduct by Epsilon.

10.3 Process. 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 the Agreement ("Claim"). Should any Claim give rise to a duty of indemnification under the provisions of the 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, PRIVACY, AND CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR ANY SPECIAL, INDIRECT, INCIDENTIAL, 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 THE 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, PRIVACY, AND CONFIDENTIALITY OBLIGATIONS, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY WILL NOT EXCEED THE TOTAL OF AMOUNTS PAID AND PAYABLE TO MEDIA PARTNER UNDER THE APPLICABLE EXHIBIT TO THE SPECIFIED EPSILON PRODUCT LINES FOR INVENTORY UTILISED DURING THE TWELVE (12) MONTHS BEFORE THE DATE WHEN THE LIABILITY AROSE.

12. Disclaimer of Warranties

THE SERVICES PROVIDED BY EPSILON, ITS’ USE AND THE RESULTS THEREON, ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THE 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. 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.

14. Brexit Trigger, Renegotiation and Termination

14.1 Right to renegotiate or terminate. If a Brexit Trigger Event (as defined in sub-Section 14.2 below) occurs, either Party may: (i) require the other Party to negotiate in good faith an amendment to the Agreement to alleviate the Brexit Trigger Event; and (ii) if no such amendment is made to the Agreement within 30 days, terminate the Agreement by giving the other Party not less than 30 days’ written notice.

14.2 “Brexit Trigger Event” means either of the following events occurring at any time after the United Kingdom ceases to be a Member State of the European Union: (i) a substantial adverse impact on a Party's ability to perform the Agreement in accordance with its terms and the law; (ii) an increase in the costs incurred by Epsilon in performing the Agreement of at least 10% since the price for the Services was last agreed.

14.3 Overlap with other rights and obligations. Save as expressly provided in this Section 14, a Brexit Trigger Event shall not terminate or alter (or give any Party a right to terminate or alter) the Agreement, or invalidate any of its terms or discharge or excuse performance under it. If there is an inconsistency between the provisions of this Section and any other provision of the Agreement, the provisions of this Section shall prevail.

15. 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.

16. Notices

Both parties must send all notices relating to the Agreement to (i) for Epsilon, via registered mail, return receipt requested or via an internationally recognised express mail carrier to:  Epsilon International UK Ltd, Attn: Legal Department, 1st Floor 2 Television Centre 101 Wood Lane London W12 7FR, United Kingdom (effective upon actual receipt); and, (ii) for 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.

17. Choice of Law and Attorneys’ Fees

The Agreement shall be governed by the laws of England. The parties hereby consent to exclusive jurisdiction in English courts with venue in London, England for such purpose.

The prevailing Party of any litigated dispute arising out of or relating in any way to the 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.

18. Marketing

Media Partner shall not release any information regarding Ads, campaigns, Creatives, or Media Partner’s relationship with Epsilon or its advertisers, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of Epsilon. Except as expressly set forth in an Exhibit, Epsilon shall have the right to reference and refer to its’ relationship with Media Partner for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual written consent of Epsilon and Media Partner.

19. 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 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.

20. Severability/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 shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.

21. 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 after such happening.

22. Assignment

Neither Party may assign the 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 reorganisation, which shall not require the non-assigning Party’s consent provided that such successor entity is not in direct competition with Epsilon or a Epsilon Company.

23. Entire Agreement, Amendment, Counterparts

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 Agreement may only be amended or modified by Media Partner’s click through acceptance of online terms offered by any Epsilon Company, or by a written instrument that describes the alteration, amendment or modification, signed by an authorised representative of each Party; no interlineations to this GPA or to any subsequent Exhibit or Incorporated Document, will be binding unless signed by an authorised 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 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. The 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 additional Exhibit. Besides by original signatures, the signatures to the Agreement may be evidenced by and on facsimile or portable document format copies of the 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.

24. 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 with an attorney and neither Party shall be considered the drafter.

25. Method of Signature

For purposes of the Agreement, a Party may agree and/or sign by any of the following actions as determined by Epsilon and/or a Epsilon Company: (i) Epsilon and/or a Epsilon Company posting online terms; (ii) Media Partner clicking through a Epsilon and/or a Epsilon Company click through or similar agreement and/or (iii) by a written instrument signed by an authorised representative of each relevant Party.

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DESKTOP AND MOBILE WEBSITE EXHIBIT

This Exhibit (“Exhibit”) is entered into by and between Epsilon International UK Ltd, (“Epsilon”), and Media Partner, incorporates the terms of the Epsilon General Publisher Agreement (“GPA”) between Epsilon and Media Partner located at https://www.conversantmedia.eu/legal/GPA (or the then-current URL as determined by Epsilon) and is effective as of the date of the last Party to sign this Exhibit.

1. Agreement. This Exhibit, subsequent Ad campaign specific IO(s) (if any), and any applicable guidelines agreed by the Parties (if any) shall define Epsilon’s and Media Partner’s obligations with respect to the Ads displayed on a Desktop and Mobile Website(s). The execution of an IO by Media Partner and Epsilon is construed as an acceptance of all the rates, terms and conditions of the delivery of Ads sold at that time.

2. Ad Placement and Sites.

2.1. Ad Inventory. Epsilon shall purchase Inventory on Media Partner’s Desktop and Mobile Website(s) in order to display Ads on behalf of advertisers. Media Partner shall be solely responsible for placing Ads on Epsilon approved Desktop Website(s) and/or Mobile Website(s).

2.2. Ad Placement.

2.2.1. Mobile and Desktop Websites. Media Partner agrees to use the Epsilon IP for displaying Ads and Ads may not be placed more than once per web page view. Media Partner shall not: (i) place Ads in emails (unless approved by Epsilon in writing) or SMS/text messages; (ii) stack Ads (e.g. place on top of one another so that more than two (2) ads are next to each other); (iii) place Ads on non-approved web sites; (iv) place Ads in such a manner that may be deceptive to the User; (v) incentivize offers or create the appearance to incentivize offers; (vi) place statements near the Ads requesting that Users "click" on the Ad (i.e., "Please click here," "visit" the sponsor, "Please visit our sponsor"); (vii) place misleading statements near the Ad (i.e., "You will win $5,000"); (viii) redirect traffic to a website other than that listed by the particular advertiser of the Ad; (ix) ask Users to take advantage of other ads or offers other than those listed by the particular advertiser; (x) place Ads on personal web pages, (unless otherwise approved by Epsilon in writing), or free hosted pages (i.e. Geocities, Xoom, Tripod, Talk City, etc.); (xi) use invisible methods to generate impressions, clicks, or transactions that are not initiated by the affirmative action of the User; (xii) 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; or (xii) participate in browser history sniffing.

2.2.2. Desktop Websites. In addition to Section 2.2.1 the following Ad placement terms apply to Desktop Websites: All in page and video Ads must be placed above the fold or within 1,000 pixels of the top of the page. Pop-under or In-Vue windows cannot be launched from pages that launch more than two (2) pop windows, including the Epsilon pop-under or In-Vue. Skyscrapers or wide skyscrapers and half page formats cannot be placed on the same web page. Media Partner shall not: (i) intentionally place Ads on blank web pages or on web pages without content; (ii) serve Ads, or drive traffic to such Ads, using any downloadable applications without the prior written approval of Epsilon, which, if provided, is subject to the following condition: such Ads may only be shown once per User session when the application is active, enabled and clearly recognizable by the User as being active and enabled; serving Ads at any time when the downloaded application is not active is strictly prohibited and grounds for immediate termination without pay; or (iii) deliver in-page Ad code via pop-ups/unders.

2.3. Pre-approval Required. Any Desktop Websites that relate to or have any characteristic of the following must be approved in writing by Epsilon and shall be on a case by case basis: (i) excessive ads, app – quest/test, user generated content (blogs, forums, discussion boards, chat rooms, etc.) that is not regulated, (ii) foreign websites, (iii) controversial issues (e.g. religion, sexual orientation and/or edgy humor), (v) anime, (vii) old content, (viii) poor quality design and functionality, and/or (ix) non-English language pages.

3. Video. In-stream Ads may be associated with video, audio, or flash entertainment. In-stream video Ads may not be implemented in a stand-alone manner or with generic placeholder files. Further, under no circumstances shall Media Partners who are publishers of Desktop Websites be 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; or (iv) are located in pop-up windows. Media Partners are prohibited from (i) serving more than one pre-roll Ad at the same time; (ii) running multiple Ads in a pod; and (iii) running auto-start videos.

4. Payment.

4.1. Rates. Epsilon reserves the right to set Ad campaign rates, which may vary with market conditions.

4.2. Calculation. Calculation of Media Partner earnings, including Impressions and click through numbers, shall be in Epsilon’s sole but reasonable discretion. 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. Termination.  Epsilon reserves the right to terminate any relationship with any Media Partner at any time, with or without cause. Upon such termination this Exhibit shall be terminated.

Revised January 2018

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MOBILE APPLICATIONS VIA SERVER SIDE EXHIBIT

This Exhibit (“Exhibit”) is entered into by and between Epsilon International UK Ltd (“Epsilon”), and Media Partner, incorporates the Epsilon General Publisher Agreement (“GPA”) between Epsilon and Media Partner located at https://www.conversantmedia.eu/legal/GPA (or the then-current URL as determined by Epsilon) and is effective as of the date of the last Party to sign this Exhibit.

1. Agreement. This Exhibit, subsequent Ad campaign specific IO(s) and any guidelines agreed by the parties (if any) shall define Epsilon’s and Media Partner’s obligations with respect to the Ads displayed within Ad-enabled Properties on the Network. The execution of an IO by Media Partner and Epsilon is construed as an acceptance of all the rates, terms and conditions of the delivery of Ads sold at that time.

2. Definitions. Definitions of other capitalized terms found in this Exhibit are set forth in the GPA.

“Ad-enabled Property” means a Mobile Property, properly modified by Media Partner in accordance with the documentation supplied with the applicable Epsilon SSAPI so as to receive Ads, or as configured to receive Ads without the Epsilon IP,

“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.

“Epsilon API” means Epsilon’s Application Programming Interface, as provided to Media Partner by Epsilon, designed to enable Media Partner to convert its Property into an Ad-enabled Property.

“Property” means a Media Partner’s Mobile App(s) that has been: (a) approved by Epsilon for conversion by Media Partner into an Ad-enabled Property (which approval will be indicated by Epsilon approval for live Ads in the Epsilon Ad serving system).

“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”

3. Ad Placement and Apps.

3.1. Ad Inventory. Epsilon shall purchase Inventory on Media Partner’s App in order to display Ads on behalf of advertisers. Epsilon may choose which Ads to serve, provided it meets the requirements set out in this Agreement.

3.2. Ad Placement.

3.2.1. Technical Requirements. Media Partner agrees to not place more than one Ad per page view, and shall not place any Ads: (i) in emails (unless approved by Epsilon in writing) or SMS/text messages; or (ii) in stacks (e.g. place on top of one another so that more than two (2) ads are next to each other). Further, Media Partner shall not: (i) redirect traffic to a website or application other than that listed by the particular advertiser of the Ad; (ii) place Ads on non-English language apps (unless otherwise approved by Epsilon in writing); (iii) use invisible methods to generate impressions, clicks, or transactions that are not initiated by the affirmative action of the User; (iv) attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Network 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 and operate the Network; or (xiii) participate in browser history sniffing.

3.2.2. Adjacency and Content Requirements. Media Partner agrees to not to place Ads on Ad-Enabled Properties that: (i) are under construction; (ii) promote activities generally understood as internet abuse, including but not limited to, the sending of unsolicited bulk email or the use of Spyware; (iii) are not approved by Epsilon. Media Partner agrees not to place Ads: (i) in such a manner that may be deceptive to the User; (iv) are near statements that incentivize offers or create the appearance to incentivize offers, requesting that Users "click" on the Ad (i.e., "Please click here," "visit" the sponsor, "Please visit our sponsor"), or near misleading statements (i.e., "You will win $5,000"); or (iii) contain, promote, reference or have links to: (1) profanity, sexually explicit materials, hate material, promote violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or family status, or any other materials deemed unsuitable or harmful to the reputation of an advertiser or Epsilon; (2) software piracy, hacking, phreaking, emulators, ROM’s, or illegal MP3 activity; or (3) illegal activities, deceptive practices or violations of the Intellectual Property or privacy rights of others.

4. Creation and Distribution of Ad-Enabled Properties.

4.1. Epsilon API License Grant. Subject to Media Partner’s compliance with this Agreement, Epsilon grants to Media Partner a worldwide, royalty free, non-exclusive, non-sublicensable, non-transferable, non-assignable license to use, internally, the Epsilon API solely for purposes of converting Media Partner’s Property(-ies) into an Ad-enabled Property(-ies) in accordance with the documentation included in the Epsilon API. Media Partner will not use any Epsilon API for any purpose other than as authorized in this Section 4.1, and Media Partner may not share, sell, license or otherwise distribute the Epsilon API, in whole or in part, to any third party without Epsilon’s prior written approval.

4.2. Distribution of Ad-Enabled Properties. Media Partner will be solely responsible for distributing or publishing each Ad-enabled Property (as modified using the Epsilon API), 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 Ad-enabled Property to be hosted and distributed through any applicable Third-Party Channel. Media Partner will submit each Ad-enabled Property 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 Ad-enabled Properties.

4.3. Restrictions. Except as expressly authorized herein, Media Partner 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 Network IP as incorporated in or integrated with the Ad-enabled Property or any report file format (except to the extent that such a restriction is prohibited by law); (iii) use of the Epsilon API in any manner other than as expressly authorized under this Agreement; or (iv) transfer the Ad-enabled Property or export the Ad-enabled Property in violation of applicable Law.

4.4. 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 via the Ad-enabled Properties, 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 via the Ad-enabled Properties, without prior notice.

5. Payment.

5.1. Rates. Epsilon reserves the right to set Ad campaign rates, which may vary with market conditions.

5.2. Calculation. Calculation of Media Partner earnings, including Impressions and click through numbers, shall be in Epsilon’s sole discretion. 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.

6. Termination.  Epsilon reserves the right to terminate any Media Partner from the Network at any time, with or without cause. Upon such termination this Exhibit shall be terminated.

7. Proprietary Rights. Immediately following download of the Ad-enabled Property by a User to such User’s Compatible Device, Media Partner acknowledges and agrees that Epsilon or its Affiliates, suppliers, service providers, or business partners may serve Ads (including video Ads) to such User’s Compatible Device via the Ad-enabled Property, 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 Network IP onto such Ad-enabled Properties in connection with such serving of Ads. Provided that Media Partner complies with all provisions of this Agreement, Epsilon hereby grants to Media Partner a nonexclusive, limited, revocable license to use, execute, and display the Network IP solely for Media Partner’s performance of its obligations 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 Network IP. Media Partner acknowledges and agrees that Epsilon and/or advertiser owns all right, title and interest in and to the Network IP and all related intellectual and proprietary rights of any kind anywhere in the world. Media Partner’s use of the Network 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.

Revised January 2018

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RTB EXHIBIT

This Exhibit (“Exhibit”) is entered into by and between Epsilon International UK Ltd (“Epsilon”), and Media Partner. This Exhibit incorporates the terms of the Epsilon General Publisher Agreement (“GPA”) between Epsilon and Media Partner located at https://www.conversantmedia.eu/legal/GPA (or the then-current URL as determined by Epsilon) and is effective as of the date of the last Party to sign this Exhibit.

1. Agreement. This Exhibit, subsequent Ad campaign specific IO(s) (if any) shall define Epsilon’s and Media Partner’s obligations with respect to Media Partner’s offering and Epsilon’s use of the Media Partner Marketplace.

2. Definitions. Definitions of other capitalized terms found in this Exhibit are set forth in the GPA.

“Advertiser” means an advertiser, media buyer, ad-agency or other provider of Ads.

“Auction Clearing Price” is the second highest bid in the auction and the price at which the impression is sold to Epsilon if Epsilon wins the auction.

“Inventory” means elements of a website or application that a publisher designates for placement of advertising.

“Media Partner Marketplace” means the Media Partner platform and service for automated, real-time bidding to match Ads with Inventory.

“Media Partner UI” means the online interface through which Epsilon can login and manage its Ad campaigns, and obtain reporting in real time (if provided by the third party provider of the service) as made available by Media Partner.

“Media Partner Services” means collectively, the Media Partner Marketplace and the Media Partner UI, and all related user portals, technology and software.

“User Data” means any data that Media Partner collects during delivery of Ads or performance of its obligations under this Agreement, including the End User device information, End User’s session-based browsing behavior, number of impressions, http header information, and any other data that Epsilon elects to provide to Media Partner.

“User Volunteered Data” means any personally identifiable information of End Users collected by Epsilon or its Advertiser directly via any Ad, and includes any prepopulated user data information that such End User desires to provide such information.

“Epsilon Platform” means Epsilon’s demand side platform.

3. Services.

3.1. Marketplace. Media Partner Marketplace for Demand Advertisers is the Media Partner Marketplace service that provides automated real-time bidding services for advertisers such as Epsilon, buying available Inventory from publishers who are sellers in the Media Partner Marketplace. Media Partner Marketplace is a second price, sealed-bid auction, in which bidders submit their bids without knowing the bids of the other bidders in the auction, and in which the highest bidder with the “Winning Bid” wins, but the price paid is the second-highest bid.

3.2. Ad Placement. Media Partner will deliver Ads submitted as a result of a Winning Bid by Epsilon and ensure that the specifications associated with such Winning Bid and provided by Epsilon will be executed with accuracy

4. Licenses Granted.

4.1. License to Media Partner Services and Technology. Subject to the terms and conditions of this Exhibit, Epsilon shall have the right during the Term (as defined below) to access and use the Media Partner Services solely for purposes of: (a) bidding for Inventory on the Media Partner Marketplace, and (b) receiving reports of advertising requests, impressions and other data related to the delivery of Ads through the Media Partner Marketplace.

4.2. License to Ads. During the Term, Epsilon grants Media Partner a license under all of Epsilon’s applicable rights to serve, route and place Ads onto Inventory.

4.3. Intellectual Property Ownership. As between the parties, Media Partner retains all right, title and interest in and to the Media Partner Services and any materials created, developed or provided by Media Partner in connection with this Agreement, including all Intellectual Property rights related to each of the foregoing. As between the parties, Epsilon retains all right, title and interest in and to the Epsilon Platform and the Ads and any materials created, developed or provided by Epsilon in connection with this Agreement, including all Intellectual Property rights related to each of the foregoing.

5. Payment. In the place of the payment terms of the GPA, the following terms shall apply to this RTB Exhibit.

5.1. Invoiced Amount. Media Partner will invoice Epsilon monthly for only the aggregated sum of all Winning Bids. Epsilon will pay all undisputed amounts within thirty (30) days of the invoice date.

5.2. Reporting. Media Partner will send reports to Epsilon via email or make such reports available via the Media Partner UI, at a daily frequency at minimum. Reports will be summarized by creative execute, content area (Ad Placement), impressions, and spend/cost. Payments will be based upon the impression numbers which Media Partner records. In the event that the Media Partner measurements are materially higher than those produced by Buyer, there will be a reconciliation effort between the parties.

5.2.1. Incomplete or Inaccurate Reports. If Epsilon informs Media Company that Media Company has delivered an incomplete or inaccurate report, or no report at all, Media Company will cure such failure within five (5) business days of receipt of such notice from Epsilon. Failure to cure may result in non-payment for all activity for which data is incomplete or missing until Media Company delivers reasonable evidence of performance.

6. Term. This Exhibit shall have an initial term of 1 year beginning on the Effective Date, automatically renewing for successive one (1) year terms, unless either party gives forty-eight (48) hours written notice of such party’s intent to terminate at any time and with or without cause (collectively, the “Term”). Upon termination or expiration of this Agreement for any reason, all licenses granted herein shall terminate and Epsilon shall discontinue all use of the Media Partner Services.

7. Data. The following language will apply in addition to the language stated in the GPA:

7.1. User Data. In connection with the operation of the Media Partner Services, Media Partner collects and receives User Data with regard to Epsilon’s use of the Media Partner Services. Epsilon agrees that Media Partner may: (a) use such information for Media Partner’s internal business purposes; (b) disclose such information as may be required by law or legal process; and (c) use and disclose such information when it is aggregated with similar information relating to other Media Partner customers, or End Users, and when it does not specifically identify Epsilon, Advertiser, or End User. Epsilon may use User Data so long as such use is in compliance with all applicable privacy policies, laws, rules, regulations and industry self-regulatory regimes.

7.2. User Volunteered Data. If Epsilon enables the collection of any User Volunteered Data, Epsilon must expressly disclose to such individual End User that such collection is solely on behalf of Epsilon or its Advertiser (versus Media Partner). As between Media Partner and Epsilon, User Volunteered Data shall be the sole property and Confidential Information of Epsilon or its Advertiser, and shall be subject to its Advertiser’s posted privacy policy.

8. Representations and Warranties. In addition to the representations and warranties listed in the GPA, Media Partner represents and warrants that: (a) its provision of the Media Partner Services will comply with all applicable laws, statutes, ordinances and regulations (including, without limitation, any relevant data protection of privacy laws); (b) the Media Partner Services will not infringe, misappropriate, or otherwise breach any duty toward the rights of any third party; and (c) Media Partner shall use commercially reasonable efforts to contractually require each publisher in the Media Partner Marketplace to: (i) post on such publisher’s website(s) or application(s) a privacy policy that is in compliance with applicable law and industry standards, and to adhere to such privacy policies; and (ii) comply with applicable law.

Revised January 2018

--

Header Bidding Exhibit

This Exhibit (“Exhibit”) is entered into by and between Epsilon International UK Ltd (“Epsilon”), and Media Partner, incorporates the terms of the Epsilon General Publisher Agreement (“GPA”) between Epsilon and Media Partner located at https://www.conversantmedia.eu/legal/GPA (or the then-current URL as determined by Epsilon) and is effective as of the date of the last Party to sign this Exhibit (“Effective Date”).

1. Agreement. This Exhibit, subsequent Ad campaign specific IO(s) (if any), and any applicable guidelines agreed by the Parties (if any) shall define Epsilon’s and Media Partner’s obligations with respect to the Ads displayed on a Desktop and Mobile Website(s). The execution of an IO by Media Partner and Epsilon is construed as an acceptance of all the rates, terms and conditions of the delivery of Ads sold at that time.

2. Definitions.

“Advertiser” means an advertiser, media buyer, advertising agency or other provider of Ads.

“Auction Clearing Price” means the amount of the highest bid for a given impression and the price at which that Impression is sold.

“Inventory” means elements of a website or application that a publisher designates for placement of advertising.

“Media Partner Services” means the Media Partner service for bidding to match Ads with Inventory and all related user interfaces, user portals, technology and software by which Epsilon access and manage its Ad campaigns in connection herewith.

“Winning Bid” means the highest bid for a given Impression.

3. Ad Placement and Sites.

3.1. Ad Inventory. Epsilon shall purchase Inventory on Media Partner’s Desktop and Mobile Website(s) in order to display Ads on behalf of advertisers. Media Partner shall be solely responsible for placing Ads on Epsilon approved Desktop Website(s) and/or Mobile Website(s). 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.

3.2. Ad Placement.

3.2.1. Ad Placement. 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.

3.2.2. License to Ads. During the Term, Epsilon grants to Media Partner a limited, revocable, non-exclusive, non-transferable, non-assignable, license to serve, route and place Ads onto Inventory.

3.2.3. Mobile and Desktop Websites. Media Partner shall not: (i) place Ads in emails (unless approved by Epsilon in writing) or SMS/text messages; (ii) stack Ads (e.g. place on top of one another so that more than two (2) ads are next to each other); (iii) place Ads on non-approved web sites; (iv) place Ads in such a fashion that may be deceptive to the User; (v) incentivize offers or create the appearance to incentivize offers; (vi) place statements near the Ads requesting that Users "click" on the Ad (i.e., "Please click here," "visit" the sponsor, "Please visit our sponsor"); (vii) place misleading statements near the Ad (i.e., "You will win $5,000"); (viii) redirect traffic to a website other than that listed by the particular advertiser of the Ad; (ix) ask Users to take advantage of other ads or offers other than those listed by the particular advertiser; (x) place Ads on personal web pages, (unless otherwise approved by Epsilon in writing), or free hosted pages (i.e. Geocities, Xoom, Tripod, Talk City, etc.); (xi) use invisible methods to generate impressions, clicks, or transactions that are not initiated by the affirmative action of the User; (xii) 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; or (xii) participate in browser history sniffing.

3.2.4. Desktop Websites. In addition to Section 2.2.3 the following Ad placement terms apply to Desktop Websites: All in page and video Ads must be placed above the fold or within 1,000 pixels of the top of the page. Skyscrapers or wide skyscrapers and half page formats cannot be placed on the same web page. Media Partner shall not: (i) intentionally place Ads on blank web pages or on web pages without content; (ii) serve Ads, or drive traffic to such Ads, using any downloadable applications without the prior written approval of Epsilon, which, if provided, is subject to the following condition: such Ads may only be shown once per User session when the application is active, enabled and clearly recognizable by the User as being active and enabled; serving Ads at any time when the downloaded application is not active is strictly prohibited and grounds for immediate termination without pay; or (iii) deliver in-page Ad code via pop-ups/unders.

3.3. Pre-approval Required. Any Desktop Websites that relate to or have any characteristic of the following must be approved in writing by Epsilon and shall be on a case by case basis: (i) excessive ads, app – quest/test, user generated content (blogs, forums, discussion boards, chat rooms, etc.) that is not regulated, (ii) foreign websites, (iii) controversial issues (e.g. religion, sexual orientation and/or edgy humor), (v) anime, (vii) old content, (viii) poor quality design and functionality, and/or (ix) non-English language pages.

4. Video. In-stream Ads may be associated with video, audio, or flash entertainment. In-stream video Ads may not be implemented in a stand-alone manner or with generic placeholder files. Further, under no circumstances shall Media Partners who are publishers of Desktop Websites be 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; or (iv) are located in pop-up windows. Media Partners are prohibited from (i) serving more than one pre-roll Ad at the same time; (ii) running multiple Ads in a pod; and (iii) running auto-start videos.

5. Payment.

5.1. Rates. Any payment obligation of Epsilon accruing under this Exhibit shall be due and owing solely to the applicable publisher. Epsilon will calculate payments, pursuant to Section 5.2 herein, based on the Auction Clearing Price.

5.2. Calculation. Calculation of Media Partner earnings, including Impressions and click through numbers, shall be in Epsilon’s sole but reasonable discretion. 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.

6. Term and Termination.

6.1 . Term. This Exhibit shall become effective as of the Effective Date and shall continue until terminated by either Party.

6.2. Termination. Epsilon reserves the right to terminate this Exhibit and/or any relationship with any Media Partner at any time, with or without cause. Upon such termination this Exhibit shall be terminated. Upon termination or expiration of this Exhibit for any reason, all licenses granted herein shall terminate and Epsilon shall discontinue all use of the Media Partner Services.

Revised January 2018

SCHEDULE 1

MODEL CLAUSES

SET II

Standard contractual clauses for the transfer of personal data from the Community to third

Media Partner that is a contracting party to the Agreement

Address: As set out in the Agreement

hereinafter “data exporter”

and

Conversant LLC (f/k/a Dotomi Inc.)

Address: 101 N. Upper Wacker Drive, Chicago, Illinois, 60606, USA

For the purposes of these clauses, Conversant LLC includes, as applicable, its affiliated companies, Epsilon Data Management LLC, Commission Junction LLC, Conversant Media Systems, Inc.; Epsilon Data Interactive Inc. and its EU affiliate, Epsilon International UK Ltd.

hereinafter “data importer”

each a “party”; together “the parties”.

Definitions

For the purposes of the clauses:

a) “personal data”, “special categories of data/sensitive data”, “process/processing”, “controller”, “processor”, “data subject” and “supervisory authority/authority” shall have the same meaning as in Directive 95/46/EC of 24 October 1995 (whereby “the authority” shall mean the competent data protection authority in the territory in which the data exporter is established);

b) “the data exporter” shall mean the controller who transfers the personal data;

c) “the data importer” shall mean the controller who agrees to receive from the data exporter personal data for further processing in accordance with the terms of these clauses and who is not subject to a third country’s system ensuring adequate protection;

d) “clauses” shall mean these contractual clauses, which are a free-standing document that does not incorporate commercial business terms established by the parties under separate commercial arrangements.

The details of the transfer (as well as the personal data covered) are specified in Annex B, which forms an integral part of the clauses.

I. Obligations of the data exporter

The data exporter warrants and undertakes that:

a) The personal data have been collected, processed and transferred in accordance with the laws applicable to the data exporter.

b) It has used reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses.

c) It will provide the data importer, when so requested, with copies of relevant data protection laws or references to them (where relevant, and not including legal advice) of the country in which the data exporter is established.

d) It will respond to enquiries from data subjects and the authority concerning processing of the personal data by the data importer, unless the parties have agreed that the data importer will so respond, in which case the data exporter will still respond to the extent reasonably possible and with the information reasonably available to it if the data importer is unwilling or unable to respond. Responses will be made within a reasonable time.

e) It will make available, upon request, a copy of the clauses to data subjects who are third party beneficiaries under clause III, unless the clauses contain confidential information, in which case it may remove such information. Where information is removed, the data exporter shall inform data subjects in writing of the reason for removal and of their right to draw the removal to the attention of the authority. However, the data exporter shall abide by a decision of the authority regarding access to the full text of the clauses by data subjects, as long as data subjects have agreed to respect the confidentiality of the confidential information removed. The data exporter shall also provide a copy of the clauses to the authority where required.

II. Obligations of the data importer

The data importer warrants and undertakes that:

a) It will have in place appropriate technical and organisational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected.

b) It will have in place procedures so that any third party it authorises to have access to the personal data, including processors, will respect and maintain the confidentiality and security of the personal data. Any person acting under the authority of the data importer, including a data processor, shall be obligated to process the personal data only on instructions from the data importer. This provision does not apply to persons authorised or required by law or regulation to have access to the personal data.

c) It has no reason to believe, at the time of entering into these clauses, in the existence of any local laws that would have a substantial adverse effect on the guarantees provided for under these clauses, and it will inform the data exporter (which will pass such notification on to the authority where required) if it becomes aware of any such laws.

d) It will process the personal data for purposes described in Annex B, and has the legal authority to give the warranties and fulfil the undertakings set out in these clauses.

e) It will identify to the data exporter a contact point within its organisation authorised to respond to enquiries concerning processing of the personal data, and will cooperate in good faith with the data exporter, the data subject and the authority concerning all such enquiries within a reasonable time. In case of legal dissolution of the data exporter, or if the parties have so agreed, the data importer will assume responsibility for compliance with the provisions of clause I(e).

f) At the request of the data exporter, it will provide the data exporter with evidence of financial resources sufficient to fulfil its responsibilities under clause III (which may include insurance coverage).

g) Upon reasonable request of the data exporter, it will submit its data processing facilities, data files and documentation needed for processing to reviewing, auditing and/or certifying by the data exporter (or any independent or impartial inspection agents or auditors, selected by the data exporter and not reasonably objected to by the data importer) to ascertain compliance with the warranties and undertakings in these clauses, with reasonable notice and during regular business hours. The request will be subject to any necessary consent or approval from a regulatory or supervisory authority within the country of the data importer, which consent or approval the data importer will attempt to obtain in a timely fashion.

h) It will process the personal data, at its option, in accordance with:

i. the data protection laws of the country in which the data exporter is established, or

ii. the relevant provisions (footnote 1 below) of any Commission decision pursuant to Article 25(6) of Directive 95/46/EC, where the data importer complies with the relevant provisions of such an authorisation or decision and is based in a country to which such an authorisation or decision pertains, but is not covered by such authorisation or decision for the purposes of the transfer(s) of the personal data (footnote 2 below), or

iii. the data processing principles set forth in Annex A.

Data importer to indicate which option it selects: Option (iii)

Initials of data importer: DATA IMPORTER;

i) It will not disclose or transfer the personal data to a third party data controller located outside the European Economic Area (EEA) unless it notifies the data exporter about the transfer and

i. the third party data controller processes the personal data in accordance with a Commission decision finding that a third country provides adequate protection, or

ii. the third party data controller becomes a signatory to these clauses or another data transfer agreement approved by a competent authority in the EU, or

iii. data subjects have been given the opportunity to object, after having been informed of the purposes of the transfer, the categories of recipients and the fact that the countries to which data is exported may have different data protection standards, or

iv. with regard to onward transfers of sensitive data, data subjects have given their unambiguous consent to the onward transfer

III. Liability and third party rights

a) Each party shall be liable to the other parties for damages it causes by any breach of these clauses. Liability as between the parties is limited to actual damage suffered. Punitive damages (i.e. damages intended to punish a party for its outrageous conduct) are specifically excluded. Each party shall be liable to data subjects for damages it causes by any breach of third party rights under these clauses. This does not affect the liability of the data exporter under its data protection law.

b) The parties agree that a data subject shall have the right to enforce as a third party beneficiary this clause and clauses I(b), I(d), I(e), II(a), II(c), II(d), II(e), II(h), II(i), III(a), V, VI(d) and VII against the data importer or the data exporter, for their respective breach of their contractual obligations, with regard to his personal data, and accept jurisdiction for this purpose in the data exporter’s country of establishment. In cases involving allegations of breach by the data importer, the data subject must first request the data exporter to take appropriate action to enforce his rights against the data importer; if the data exporter does not take such action within a reasonable period (which under normal circumstances would be one month), the data subject may then enforce his rights against the data importer directly. A data subject is entitled to proceed directly against a data exporter that has failed to use reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses (the data exporter shall have the burden to prove that it took reasonable efforts).

IV. Law applicable to the clauses

These clauses shall be governed by the law of the country in which the data exporter is established, with the exception of the laws and regulations relating to processing of the personal data by the data importer under clause II(h), which shall apply only if so selected by the data importer under that clause.

V. Resolution of disputes with data subjects or the authority

a) In the event of a dispute or claim brought by a data subject or the authority concerning the processing of the personal data against either or both of the parties, the parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.

b) The parties agree to respond to any generally available non-binding mediation procedure initiated by a data subject or by the authority. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.

c) Each party shall abide by a decision of a competent court of the data exporter’s country of establishment or of the authority which is final and against which no further appeal is possible.

VI. Termination

a) In the event that the data importer is in breach of its obligations under these clauses, then the data exporter may temporarily suspend the transfer of personal data to the data importer until the breach is repaired or the contract is terminated.

b) In the event that:

i. the transfer of personal data to the data importer has been temporarily suspended by the data exporter for longer than one month pursuant to paragraph (a);

ii. compliance by the data importer with these clauses would put it in breach of its legal or regulatory obligations in the country of import;

iii. the data importer is in substantial or persistent breach of any warranties or undertakings given by it under these clauses;

iv. a final decision against which no further appeal is possible of a competent court of the data exporter’s country of establishment or of the authority rules that there has been a breach of the clauses by the data importer or the data exporter; or

v. petition is presented for the administration or winding up of the data importer, whether in its personal or business capacity, which petition is not dismissed within the applicable period for such dismissal under applicable law; a winding up order is made; a receiver is appointed over any of its assets; a trustee in bankruptcy is appointed, if the data importer is an individual; a company voluntary arrangement is commenced by it; or any equivalent event in any jurisdiction occurs

then the data exporter, without prejudice to any other rights which it may have against the data importer, shall be entitled to terminate these clauses, in which case the authority shall be informed where required. In cases covered by (i), (ii), or (iv) above the data importer may also terminate these clauses.

c) Either party may terminate these clauses if (i) any Commission positive adequacy decision under Article 25(6) of Directive 95/46/EC (or any superseding text) is issued in relation to the country (or a sector thereof) to which the data is transferred and processed by the data importer, or (ii) Directive 95/46/EC (or any superseding text) becomes directly applicable in such country.

d) The parties agree that the termination of these clauses at any time, in any circumstances and for whatever reason (except for termination under clause VI(c)) does not exempt them from the obligations and/or conditions under the clauses as regards the processing of the personal data transferred.

VII. Variation of these clauses

The parties may not modify these clauses except to update any information in Annex B, in which case they will inform the authority where required. This does not preclude the parties from adding additional commercial clauses where required.

VIII. Description of the Transfer

The details of the transfer and of the personal data are specified in Annex B. The parties agree that Annex B may contain confidential business information which they will not disclose to third parties, except as required by law or in response to a competent regulatory or government agency, or as required under clause I(e). The parties may execute additional annexes to cover additional transfers, which will be submitted to the authority where required. Annex B may, in the alternative, be drafted to cover multiple transfers.

1. “Relevant provisions” means those provisions of any authorisation or decision except for the enforcement provisions of any authorisation or decision (which shall be governed by these clauses).

2. However, the provisions of Annex A.5 concerning rights of access, rectification, deletion and objection must be applied when this option is chosen and take precedence over any comparable provisions of the Commission Decision selected.

ANNEX A

DATA PROCESSING PRINCIPLES

1. Purpose limitation: Personal data may be processed and subsequently used or further communicated only for purposes described in Annex B or subsequently authorised by the data subject.

2. Data quality and proportionality: Personal data must be accurate and, where necessary, kept up to date. The personal data must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed.

3. Transparency: Data subjects must be provided with information necessary to ensure fair processing (such as information about the purposes of processing and about the transfer), unless such information has already been given by the data exporter.

4. Security and confidentiality: Technical and organisational security measures must be taken by the data controller that are appropriate to the risks, such as against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, presented by the processing. Any person acting under the authority of the data controller, including a processor, must not process the data except on instructions from the data controller.

5. Rights of access, rectification, deletion and objection: As provided in Article 12 of Directive 95/46/EC, data subjects must, whether directly or via a third party, be provided with the personal information about them that an organisation holds, except for requests which are manifestly abusive, based on unreasonable intervals or their number or repetitive or systematic nature, or for which access need not be granted under the law of the country of the data exporter. Provided that the authority has given its prior approval, access need also not be granted when doing so would be likely to seriously harm the interests of the data importer or other organisations dealing with the data importer and such interests are not overridden by the interests for fundamental rights and freedoms of the data subject. The sources of the personal data need not be identified when this is not possible by reasonable efforts, or where the rights of persons other than the individual would be violated. Data subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these principles. If there are compelling grounds to doubt the legitimacy of the request, the organisation may require further justifications before proceeding to rectification, amendment or deletion. Notification of any rectification, amendment or deletion to third parties to whom the data have been disclosed need not be made when this involves a disproportionate effort. A data subject must also be able to object to the processing of the personal data relating to him if there are compelling legitimate grounds relating to his particular situation. The burden of proof for any refusal rests on the data importer, and the data subject may always challenge a refusal before the authority.

6. Sensitive data: The data importer shall take such additional measures (e.g. relating to security) as are necessary to protect such sensitive data in accordance with its obligations under clause II.

7. Data used for marketing purposes: Where data are processed for the purposes of direct marketing, effective procedures should exist allowing the data subject at any time to “opt-out” from having his data used for such purposes.

8. Automated decisions: For purposes hereof “automated decision” shall mean a decision by the data exporter or the data importer which produces legal effects concerning a data subject or significantly affects a data subject and which is based solely on automated processing of personal data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc. The data importer shall not make any automated decisions concerning data subjects, except when:

a) i. such decisions are made by the data importer in entering into or performing a contract with the data subject, and

ii. the data subject is given an opportunity to discuss the results of a relevant automated decision with a representative of the parties making such decision or otherwise to make representations to that parties.

or

b) where otherwise provided by the law of the data exporter.

ANNEX B

DESCRIPTION OF THE TRANSFER

(To be completed by the parties)

Data subjects
The personal data transferred concern the following categories of data subjects:

- Prospects, customers, business partners and vendors of Data Exporter (who are natural persons)

- Employees or contact persons of Data Exporter’s prospects, customers, business partners and vendors

Purposes of the transfer(s)
The transfer is made for the following purposes:

The data transfer is necessary for the Data Importer to provide Services outlined in the Agreement.

Categories of data
The personal data transferred concern the following categories of data:

- First and last name

- Contact information (email, phone, physical address)

- ID data

Other: Data Exporter’s general marketing and transactional communications and personal data use may span broad categories of any data relevant to Data Exporter’s relationship with the data subject, and may vary from time to time. Data Exporter shall be responsible for ensuring all collection and use of such Personal Data is pursuant to and consistent with any consents required by law.

For clarity and avoidance of doubt, the Data Exporter will not provide to Data Importer, and Data Exporter may not input (or request to be input) into any Service or Solution hosted by the Data Importer any Special Categories of Data, including: Sensitive Data, as defined in the data protection laws, any personal data related to criminal convictions and offences, and any personal data relating to banking information, social security numbers, tax IDs, passport numbers, government identification numbers, and any other specifically regulated data.

Recipients
The personal data transferred may be disclosed only to the following recipients or categories of recipients:

The entity described in these model clauses as the data importer.

Vendors who assist data importer with reselling or placing advertising including campaign hosting and targeting, creating and sourcing campaigns, verifying and reconciling campaign delivery, and measuring and reporting campaign performance, viewability, fraud and post-impression activities.

Sensitive data (if appropriate)
The personal data transferred concern the following categories of sensitive data:

Data Exporter will not provide to Data Importer, and Data Exporter may not input (or request to be input) into any Service or Solution hosted by the Data Importer any Special Categories of Data, including: financial account numbers, social security numbers, tax ID numbers, passport numbers, any government identification numbers of any kind, specifically highly regulated data (e.g. financial or healthcare data).

Data protection registration information of data exporter (where applicable)

Data protection registration information to be notified by Data Exporter to Data Importer from time to time, where relevant.

Additional useful information (storage limits and other relevant information)

Personal Data transferred may be stored for no more than two years upon termination of Services.

Contact points for data protection enquiries

Data importer

e-mail: privacy@conversantmedia.com

Data exporter

Contact points for data protection enquiries to be notified by Data Exporter to Data Importer or as requested by Data Importer from time to time.

Addendum to Schedule 1 - Standard Contractual Clauses

THIS ADDENDUM TO STANDARD CONTRACTUAL CLAUSES (the “SCC Addendum”) is made by and between the Data Exporter and Data Importer; each a “Party” or together referred to as the “Parties.”

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

1. Data Importer and Data Exporter, as defined by Directive 95/46/EC (and subsequent legislation, including the General Data Protection Regulation) and Standard Contractual Clauses (“SCC Agreement”) agreed by the Parties, agree to be bound by all terms within the SCC Agreement. Although amendments which contradict the SCC Agreement are prohibited, the Parties agree that certain requirements within the SCC Agreement allow for compliance through various methods as described in Clause VII. As such, the Parties agree that where discretion of compliance is allowed under Clause II(g) of the SCC Agreement, Data Importer shall submit its data processing facilities to an annual audit conducted Grant Thornton as a mutually agreed upon independent third party auditor, and shall provide Data Exporter with the results of this audit upon request. This audit shall be at least as comprehensive as the audit that Data Importer previously performed with Grant Thornton, which Data Importer will provide to Data Exporter upon request. Data Exporter agrees that this annual audit will fully satisfy Data Importer’s audit obligations under Clause II(g) and that it will not request any additional audits of the data processing facilities of Data Importer unless it is legally required to perform such additional audit.

2. This SCC Addendum may be translated into different languages. In the event of any conflict or inconsistency between any term of this SCC Addendum in the English language and any translation thereof in any other language, the English language version of this SCC Addendum shall prevail.

3. If any provision of this SCC Addendum 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 SCC Addendum 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.

Schedule 2

Interpretation of Definitions Under EU Data Protection Law

This Schedule 2 is non-binding on the Parties and sets out the current meaning of the below terms used in the Addendum. This Schedule 2 is for informational purposes only and is subject to change in accordance with changes to EU Data Protection Law.

"Controller" means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data; where the purposes and means of such processing are determined by EU Data Protection Law, the controller or the specific criteria for its nomination may be provided for by EU Data Protection Law;

"Data Subject" means identified or identifiable natural person; (an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person);

"Personal Data" means any information relating to a Data Subject;

"Processing" means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction; and "Process", "Processes" and "Processed" will be interpreted accordingly; and

"Processor" means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller.