IO RIDER TO THE ADDENDUM

This IO Rider (the Rider) is made a part of the Agency Addendum to the AAAA/IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version 2.0 at http://digitaldisplayaddendum.apxexchange.com (or then-current URL), as amended or updated from-time-time (the Addendum). The terms of this Rider are incorporated into any IO which makes reference hereto and is effective the earlier of (i) the last date of signature on such IO or (ii) the start or launch date of such IO. Any capitalized terms not defined herein shall have the meanings ascribed to them in the Addendum or the Digital Terms. Agency agrees that (a) Advertiser is its disclosed principal, (b) that it has the authority to bind Advertiser to the terms herein, and the terms herein are binding on Advertiser.

NOW, THEREFORE, for and in consideration of the parties agreements set forth below and intending to be legally bound, the parties hereby agree as follows:

1. Customer Data.

A. If Advertiser transfers Customer Data to Media Company for use in a campaign, Advertiser represents and warrants that (a) it is the owner of the Customer Data or otherwise has the right to transfer the Customer Data to Media Company for use in digital advertising, and (b) the Customer Data was collected, used, and transferred in full compliance with all applicable laws, rules, regulations, and privacy policies and notices (including Advertisers privacy policy and any privacy notice). Advertiser will place Media Companys Tags on Advertisers Website(s) for the purpose of delivering and measuring digital advertising for Advertiser. For purposes of this section, Tag means code (e.g., HTML) or a web beacon (e.g., pixel tag, clear GIF) on a website that enables the collection of information about a persons interactions with that website.

B. Advertiser represents and warrants that it will clearly and conspicuously post notice regarding the collection, transfer, and use of data for interest-based advertising on its website(s), and, if Media Company integrates with Advertisers mobile applications(s), in all locations where its mobile application(s) can be acquired (e.g., mobile app store), and such notice shall (i) be in compliance with all applicable Digital Advertising Alliance Self-Regulatory Principles; and (ii) include an appropriate choice mechanism to offer consumers an opportunity to opt out from interest-based advertising.

C. Section XII(c)(iii) of the Terms, as added by Paragraph 9(A) of the Addendum, is hereby modified by adding the following to the end of Section XII(c)(iii): Advertiser acknowledges and agrees that as part of the Services Media Company is providing to Advertiser, Media Company may use certain elements of the Customer Data to add or confirm mobile device identifiers and cookies to Media Companys proprietary pseudonymous cross-device graph (without identifying Advertiser as the source of any cross-device match). Advertiser agrees that Media Companys cross-device graph is proprietary and confidential information of Media Company, that the graph itself contains no Customer Data, and that Advertiser has no rights in or to Media Companys cross-device graph.

2. Creative.

A. Advertiser Creative. Advertiser represents and warrants that it holds all necessary rights to permit the use, reproduction, distribution, transmission, or display of all Advertiser Creative and/or Advertiser Marks and any materials to which consumers can link through from the Ads, or any products or services made available to consumers through the Ads, and such Advertiser Creative and Advertiser Marks will not: (i) violate any applicable laws and/or give rise to criminal or civil liability or infringe any copyright, patent, trademark or service mark, trade secret rights, or any other personal, moral, contract, property, or privacy right of any third party (collectively Unlawful Conduct); (ii) contain or promote viruses, obscene, abusive, violent, bigoted, hate-oriented, cracking, hacking or warez content or conduct (collectively Offensive Conduct); or (iii) encourage conduct that would constitute Unlawful Conduct or Offensive Conduct; Advertiser Creative means any content, images, fonts, typefaces, or any other advertising materials provided to Media Company by Advertiser or Agency for use in any campaign. Advertiser Marks means Advertisers trademarks, service marks, names and logos.

B. Custom Materials. Advertiser will own and have all right and title in its trademarks, service marks, names logos and wholly separate content provided by Advertiser to Media Company. All other content, including, without limitation, images, videos. logos, designs, fonts, or other artwork produced and/or used by Media Company to create Ads hereunder, including any completely rendered Ad (the Media Company Creative) are Media Companys work product, belong entirely to Media Company, and may not be used by Advertiser or any other party without Media Companys express prior written consent. Media Company Creative shall not be deemed Custom Materials as defined in the Amendment.

B. License. Advertiser hereby grants Media Company a license to use the Advertiser Creative and Advertiser Marks for the purposes of creating marketing materials on behalf of Advertiser and using such materials in campaigns.

C. Indemnity. Advertiser shall defend, indemnify and hold Media Company, and Media Companys parent and subsidiaries, and its employees, officers, directors, and affiliates, 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 Advertisers breach of its representations and warranties in Section 2(A) of this Rider above (a "Claim"). Should any Claim give rise to a duty of indemnification under the provisions of this Agreement, then Media Company shall notify Advertiser in writing. Failure to give such prompt notice, however, will in no way relieve Advertiser of its obligations under this section. Media Company may participate in the defense, provided, however, that such participation in the defense shall not waive or reduce any obligations of Advertiser to indemnify or hold Media Company, and Media Companys parent and subsidiaries, and its employees, officers, directors, and affiliates, harmless. Advertiser may enter into a settlement only if it: (a) involves only the payment of money damages by Advertiser; and (b) includes a complete release of the Media Company. Any other settlement will be subject to written consent of Media Company.

3. Campaign Delivery. Agency and Advertiser agree that, notwithstanding anything to the contrary in an IO, the Addendum, or the Digital Terms, budget allocation by time (e.g., month, week, etc.) or line item/placement (e.g., display, video, geographic area, demographic segment, etc.) as set forth on an IO or otherwise are non-binding estimates and Media Company may shift budget within its sole, but reasonable, discretion to optimize performance.

4. Miscellaneous. Notwithstanding anything in the Addendum or the Digital Terms to the contrary, in the event of a conflict or inconsistency between the Rider and the Addendum or the Digital Terms, the terms of the Rider shall prevail.

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