EPSILON MEDIA SERVICE ORDER

This Media Service Order (Media Service Order) is between the applicable Conversant legal entity specified in the Insertion Order (Conversant or Epsilon) and the applicable Marketing Partner legal entity signing the IO, for the provision of the Services (as defined below), each a "Party" and, together, the "Parties".

1. DEFINITIONS. Capitalised terms used in this Media Service Order not otherwise defined herein shall have the meaning as defined in the GSA:

Agreement means this (i) Media Service Order, the GSA, located at http://www.conversantmedia.eu/legal/GSA or the then-current URL (as determined by Epsilon) and applicable IO(s); and (ii) any documents referred to or incorporated by reference into this Media Service Order, the GSA or any applicable IO(s) by reference.

Data for the purposes of the GSA, means in relation to Visitors to Marketing Partners digital properties device identifiers, advertising IDs, cookie IDs, IP-addresses, hashed email addresses, non-precise geolocation, date and time, information about the Visitors browser and/or device, information about the Visitors browsing behavior such as the digital property and/or content that the Visitor engages with or the nature of transactions that the Visitor has made, as well as relating customer, transaction and order IDs and/or any other information as specified in the IO.

Metrics Data means in respect of Visitors to third party digital properties on which Epsilon serves Ads, device identifiers, cookie IDs, non-precise geolocation, date and time, information about the Visitors browser and/or device, information about the Visitors browsing behavior such as the digital property and/or content that the Visitor engages with or the nature of transactions that the Visitor has made, as well as relating customer, transaction and order IDs and/or any other information as specified in the IO.

Metrics Permitted Purposes includes, unless otherwise specified in the IO: for the purpose of a, measuring ad performance as more particularly described in the TCF policies.

Permitted Purposes Includes, unless otherwise specified in the Insertion Order: (a) storing and/or access information on a device; (b) selecting basic ads; (c) creating a personalised ads profile; (d) selecting personalised ads; (e) creating a personalised content profile; (f) selecting personalised content; (g) measuring ad performance; (h) applying market research to generate audience insights; (i) developing and improving products; (j) ensuring security, preventing fraud and debugging; (k) technically delivering ads or content; in each case as more particularly described in the TCF policies.

Services means the provision of digital advertising services by Epsilon to Marketing Partner in connection with which Epsilon serves Ads on third party properties on behalf of Marketing Partner and reports to Marketing Partner on the performance of such Ads. Such services are more particularly described in Section 7 of this Media Service Order.

TCF means the Interactive Advertising Bureau's Transparency and Consent Framework.

2. AGREEMENT

2.1. The Agreement shall define Epsilons and Marketing Partners obligations with respect to the provision of the Services. The execution of an Insertion Order by Marketing Partner and Epsilon is construed as an acceptance of all the rates, terms and conditions under which advertising is sold at that time. All rates quoted, orally or through written communications are only valid fourteen (14) days from the date of such statement (or, if accepted, during the term of the applicable Insertion Order).

2.2. Epsilon reserves the right, at its discretion, to modify, add, or remove any of the terms of this Media Service Order, at any time. by posting a revised Media Service Order on its website for at least 14 days before they become effective. Marketing Partners continued use of the Services after the effective date of such change shall be deemed acceptance by the Marketing Partner of the revised Media Service Order.

3. INVOICING AND PAYMENT

3.1. Marketing Partner agrees to pay all fees and changes attributable to an Insertion Order at the rates set out in such Insertion Order. Payment terms are net 30 from date of invoice). All payments must be in the currency as invoiced. In the event that Marketing Partner is more than seven (7) calendar days past due on its account, Epsilon is under no obligation to perform agreed upon Services until payment is received.

3.2. If Epsilon does not receive a written notification (including supporting evidence) of a disputed invoice, within fifteen (15) days from the date of the invoice, such invoice will be deemed valid and payable and may not thereafter be disputed. In the event of a dispute regarding amounts due, Epsilon and Marketing Partner will work in good faith to resolve on a mutually satisfactory amount. Upon failure of a third-partys tracking mechanism, Marketing Partner agrees that Epsilons tracking count for the purpose of calculating the amount owed under an Insertion Order.

4. TERM, SUSPENSION AND TERMINATION.

This Media Service Order is effective as of the date of the last Party to sign the first Insertion Order. Either Party may terminate this Media Service Order without cause upon thirty (30) days written notice to the other Party. Termination of this Media Service Order shall not relieve Marketing Partner from its obligation to pay any fees and charges that have accrued up to the date of termination. Such amount shall be payable within fifteen (15) days of the date of termination. Epsilon reserves the right to suspend performance in the event that it feels, in good faith, insecure about Marketing Partners ability or intention to perform under this Media Service Order. The forgoing notwithstanding, Epsilon reserves the right to suspend and/or terminate this Media Service Order immediately in the event that Marketing Partner is in breach of any term of the Agreement.

5. MARKETING PARTNER CONTENT

5.1. The content must be in compliance with advertising guidelines available at https://www.conversantmedia.eu/legal/creative-guidelines. Except as provided herein, at least three (3) business days prior to a digital advertising campaign start date (as specified in an IO), Marketing Partner shall provide all Marketing Partner Content required for marketing a campaign, including but not limited to: banners, language/text for promotional e-mail text, links, fields, video, rich media, and any other creative content as required. Epsilon will substitute revised Ads at Marketing Partners written request no more than two (2) times per month and such revised Ads are due five (5) business days prior to the requested Campaign flight date for the revised Ads.

5.2. Marketing Partner agrees to allow Epsilon to make changes or alterations to the Marketing Partner Content solely for the purpose and intent of matching it to the medium of delivery.

5.3. Marketing Partner agrees to confirm the correct function of all Marketing Partner Content supplied to Epsilon within one (1) business day of campaign start date as set out in the applicable IO. If no confirmation is received within this time frame, Epsilon will assume that Marketing Partner Content is functioning properly and Marketing Partner agrees to pay for all impressions or clicks from the Creative. Marketing Partner acknowledges and agrees that Epsilon does not pre-screen the Marketing Partner Content for inclusion on the Epsilon network and it shall not be responsible for policing, monitoring, or editing any Marketing Partner Content.

5.4. Epsilon is not acquiring any right, title or interest in respect of Marketing Partners Intellectual Property Rights other than the limited right to use it or them for the provision of Services. All goodwill attached to Marketing Partners Intellectual Property Rights is and shall remain vested in Marketing Partner. Marketing Partner grants Epsilon a non-exclusive, revocable and royalty-free license to use, execute and copy Marketing Partners Intellectual Property Rights for the provision of the Services.

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

6. DELIVERY OF MARKETING PARTNERS ADS

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

6.2. Marketing Partner may cancel or pause a digital advertising campaign upon written notice to its appointed Epsilon account manager and such cancellation shall be effective one (1) business day after Epsilons receipt of Marketing Partners written notice. Marketing Partner agrees to pay for all impressions served or clicks derived through the effective date of cancellation s and/or third party research fees created specifically for the canceled campaign.

6.3. Epsilon may, at its option, modify the flight date of a digital advertising campaign if the Marketing Partner Content or linking URLs are not delivered on time or there are delays due to third party ad-serving, inventory fluctuation or other issues beyond its control.

6.4. Epsilon reserves the right to pause any digital advertising campaign that does not meet or satisfy Epsilons reasonable performance expectations, operational requirements or for any other reason effective upon written notice to Marketing Partner. After notification, Epsilon may pause a digital advertising campaign for a maximum of five (5) business days during which time Marketing Partner and Epsilon will work together to address Epsilons concerns, including but not limited to testing new Ad and/or changing rates. Epsilon will not make changes to original Insertion Order specifications or Ad without Marketing Partners express written approval. If during or following the pause period Epsilon deems, at its reasonable discretion, that a digital advertising campaign will not meet minimum performance expectations or operational requirements, Epsilon reserves the right to cancel the affected digital advertising campaign following one (1) business day written notice to Marketing Partner. For Services, Epsilon paid for in advance by Marketing Partner (Pre-Payment), Epsilon will credit Marketing Partner the unused portion of Pre-Payment (i.e. the total Pre-Payment less the cost incurred for the for any digital advertising campaigns delivered up to the date of cancellation and any non-recoverable costs and fees incurred by Epsilon).

6.5. Epsilon reserves the right to modify any video Ad provided by Marketing Partner solely for format or file conversion purposes without the consent of Marketing Partner. Marketing Partner will comply with Epsilons technical specifications and requirements to ensure successful delivery of campaigns. In the event Epsilon delivers companion banners associated with a video Ad, it is value added and is not guaranteed or subject to make-goods. Payment due to Epsilon for impressions is based on the Visitors opportunity to see and not any specific length of time the video Ad runs.

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

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

7. SERVICES

7.1. In connection with its provision of the Services, Epsilon shall, unless otherwise specified in an Insertion Order: (a) display or place Ads on third party non-mobile websites, applications, video, and /or mobile websites ("Third Party Properties"); (b) host the digital advertising campaigns; (c) measure, track and report to the Marketing Partner on the performance of the digital advertising campaigns; (d) have the right to place Epsilon Device Tracking Technologies on Marketing Partners digital properties in order to collect and process Data for the Permitted Purposes; and (e) disclose to Marketing Partner, certain Metrics Data for use by Marketing Partner for the applicable Metrics Permitted Purposes.

7.2. Marketing Partner shall ensure that its integration of the Epsilon Device Tracking Technologies on its digital properties does not result in the collection of any directly identifiable Personal Data by Epsilon and meets the reasonable satisfaction of Epsilon. If Marketing Partner fails to integrate the Epsilon Device Tracking Technologies in accordance with the foregoing or removes or manipulates the Epsilon Device Tracking Technologies at any time during a digital advertising campaign without express written permission from Epsilon, Epsilon may suspend performance of a digital advertising campaign.

7.3. In the event that there is a shortfall in impressions or click-throughs agreed in the Insertion Order as of a digital advertising campaign stop date (as specified in the applicable IO), Epsilon may, through comparable websites and/or applications, provide as Marketing Partners sole remedy, make good impressions or extend the flight date until the number of impressions or click-throughs in the Insertion Order is achieved.

7.4. If Marketing Partner implements its own Device Tracking Technologies to track and/or measure Campaigns under this Agreement, it shall provide Epsilon with details of such tracking and/or monthly measurement reports.

7.5. Upon request Epsilon may provide Epsilon Creative Services to Marketing Partner, subject to the Parties agreeing the fees payable for such services and such Epsilon Creative Service shall be subject to the mutual, written (email acceptable) approval of Epsilon and Marketing Partner.

8. INDUSTRY COMMITMENTS

8.1. Marketing Partner acknowledges that the Ads will include the AdChoice Icon that displays enhanced notice and choice in order for Epsilon to comply with the European Digital Advertising Alliances Self-Regulatory Principles for Online Behavioural Advertising found at http://edaa.eu/european-principles/ (EDAA Principles).

8.2. Without prejudice to the representations, warranties and obligations set out in the GSA, Marketing Partner represents and warrants:

8.2.1. that with respect to interest-based advertising Campaigns delivered pursuant to the terms of this Media Service Order, Marketing Partner shall be in compliance with the IAB Code of Conduct found at https://www.iab.com/wp-content/uploads/2018/12/IAB-Code-of-Conduct.pdf, the EDAA Principles found at https://edaa.eu/what-we-do/european-principles/, and the Data & Marketing Association's (DMA) Guidelines for Ethical Business Practice found at https://thedma.org/accountability/ethics-and-compliance/dma-ethical-guidelines/.

8.2.2. to have a clear and conspicuous link on all applicable digital properties to its privacy policy, and such privacy policy shall include a link directing Visitors to the European Interactive Digital Advertising Alliances opt-out page.

9. ATTRIBUTION DATA.

9.1 If Epsilon agrees, in its sole discretion, to place Marketing Partners or a third partys (each such third party, an Approved Third Party) Device Tracking Technologies in Ads, Marketing Partner acknowledges and agrees that: (1) it shall be solely responsible for the Approved Third Party; (2) it shall be solely responsible for satisfying a lawful basis to process any data (including Personal Data) collected by the Approved Third Party Device Tracking Technologies (the "Attribution Data"); (3) it shall use the Attribution Data for the permitted uses listed below and shall contractually require any Approved Third Party to use the Attribution Data, solely for the following applicable permitted uses: (a) attribution analysis, (b) click and impression tracking; (c) campaign measurement; (d) customisation of creative; and (e) any other purpose approved in writing by Epsilon. For the avoidance of doubt, Attribution Data cannot be used by Marketing Partner, any Approved Third Party and/or any other third party for any other purposes, including but not limited to retargeting or audience creation. Marketing Partner will be responsible for any breach of the aforementioned obligation by such any Approved Third Party.

9.2 Notwithstanding any contrary provision in the Agreement, the Marketing Partner shall and shall procure that Approved Third Party complies with the obligations set out in Section 9.1, and shall indemnify Epsilon, its affiliates and their respective employees, officers, directors (each an Indemnitee) against all liabilities, damages, costs, expenses, actions, proceedings, judgments, fines, penalties, settlement costs, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by an Indemnitee arising out of or in connection any breach and/or omission by Marketing Partner and/or Approved Third Party which violates Section 9.1 of this this Media Service Order.

10. NOTICE. Any required notice will be in writing and addressed to the relevant Party at its address below by overnight, second day, or certified mail, and will be deemed received upon actual receipt.

If to Epsilon:

To the address specified on the IO

With a copy to: CNVR_Legal_EU@conversantmedia.com

If to Marketing Partner:

To the address specified on the IO