SIZMEK AD SERVER TERMS OF USE
January 1, 2023
BY EXECUTING A MAIN SERVICES AGREEMENT OR ORDER THAT REFERENCES THESE TERMS OF USE, OR BY REGISTERINGFOR OR USING THE SERVICES, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THESE TERMS OF USE.
IF YOU ARE ACCEPTING THESE TERMS OF USE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENTTHAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS OF USE, IN WHICH CASE
THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS APPLICABLE AFFILIATES.
ALL INDIVIDUAL USERS REGISTERING FOR OR USING THE SERVICES ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY:(A) ACKNOWLEDGE AND AGREE THAT SUCH COMPANY OR OTHER LEGAL ENTITY WILL HAVE FULL ACCESS TO ANDAUTHORITY OVER INFORMATION CONTAINED IN YOUR USER ACCOUNT (INCLUDING AND NOT LIMITED TO: ORDERHISTORY, CHANGE LOGS, ADDRESSES, PAYMENT DETAILS, AND OTHER INFORMATION ASSOCIATED WITH YOURACCOUNT) AND (B) HEREBY AGREE TO RELEASE SIZMEK FROM ANY AND ALL LIABILITY FOR ANY OF YOUR ACCOUNTINFORMATION PROVIDED TO OR USED BY YOUR ORGANIZATION, THE ADMINISTRATOR(S) OF YOUR ORGANIZATION,
AND ANY OTHER USERS ASSOCIATED WITH YOUR ORGANIZATION.
1. Definitions. Terms and expressions not otherwise defined in these Terms of Use will have the following meanings:
A. “Ad” or “Advertisement” means a commercial notice, announcement or message made in a public medium to an
advertiser’s customers or prospective customers to promote a person, entity, brand, product, service, or event.
B. “Additional Terms and Conditions” means those additional product/service terms, policies, and other conditions
specified by Sizmek from time to time for certain Services, including as may be attached to an Order or posted on the
System or another Sizmek site.
C. “Ad Technologies” means, collectively, digital advertising technologies that include advertising tags (such as pixels,
clear GIFs and similar methods), cookies, device identifiers or other identifiers and similar technologies.
D. “Affiliate” of a party means an entity that, directly or indirectly through one or more entities, controls, is controlled
by or is under common control with that party, where “control” means the possession, direct or indirect, of the power
to direct the management and policies of such party.
E. “Agreement” means, collectively, these Terms of Use, any MSA, and any Orders, including all schedules andattachments thereto and all amendments to any of the foregoing.
F. “Customer”, “you” and “your” means the organization(s) identified as such in the Agreement or the applicable Order.
G. “Customer Data” means, other than Non-Proprietary Data, all campaign data collected by Sizmek hereunder onbehalf of or received from Customer, its advertisers or the agencies representing Customer, including any data,
information, or materials that Customer, its Affiliates, or any third-party vendors or partners on Customer’s behalf may
disclose or submit to Sizmek and any and all Customer Reports; provided, Customer Data does not include NonProprietary Data or other data or information that Sizmek receives outside of its performance of the Services for
Customer, even if such information is identical to a portion of data comprising Customer Data. References to Customer
Data include Customer Personal Data (as defined in Section 6.2 (Customer Personal Data)) unless Customer Personal
Data is specifically excluded.

H. “Customer Material(s)” means any Advertisement, creative, content, data, information, Customer or third-party Ad
Technology, or material of any kind created, managed, or delivered by or on behalf of Customer or its Third-Party Users
using the Services, and includes, without limitation, any creative works, content, data, information, media plan ormaterial of any kind referenced by or accessed via an Advertisement, such as by a URL or other method.
I. “Customer Report” means any report or summary prepared for Customer in connection with the Services containing
information—which may include IP addresses and pseudonymous data with cookie ID, advertising device ID, or otherpersistent identifier(s)—about Ad delivery or user activity or engagement with Advertisements or Site Content.
J. “DPA” (formerly also referred to as the “GDPR Agreement”) means (as applicable) the Data Processing Addendum or aseparately executed data processing agreement between Sizmek and Customer or its Affiliates that pertains to theServices.
K. “Fees” means the fees or rates for the use of the Services as set forth in the Agreement or applicable Order.
L. “GDPR” means the European General Data Protection Regulation (Regulation (EU) 2016/679) and any implementationor successor thereof. Any reference in the Agreement to the applicable law of the European Economic Area, including
the GDPR, that is directly applicable or directly effective in the United Kingdom at any time is a reference to such law as
it applies in England and Wales from time to time including as retained, amended, extended, re-enacted or otherwise
given effect on or after 11pm on the 31 of January 2020.
M. “Intellectual Property Rights” means all rights including future rights in inventions, patents, designs, copyrights,
trademarks, service marks, databases and topography rights (whether or not any of those is registered and including
applications for registration of the foregoing, renewals, extensions, continuations, divisions and reissues) together withall trade secrets, know-how and all rights or forms of protection of a similar nature or having equivalent or similar effectto any others which may subsist anywhere in the world.
N. “Laws” means any applicable federal, state, provincial, county, municipal or other local laws, rules, regulations,ordinances or judicial decisions enacted or issued by a court or other governmental authority of any jurisdiction.
O. “LGPD” means the Brazilian Federal Law no. 13,709/2018 (Brazilian General Data Protection Law) and its regulations.
P. “MSA” means any Main or Master Services Agreement or similar contract entered into between you and Sizmek for
the Services, including all schedules and attachments thereto, as amended from time to time.
Q. “Non-Proprietary Data” means any non-proprietary and anonymous or pseudonymous data that may be generated
or obtained by Sizmek in connection with the Services, including data included in a HTTP(S) header or HTTP(S) response,such as user agent strings and time stamps; IP addresses; URLs not provided by or on behalf of Customer; and persistentand non-persistent identifiers, such as session IDs, cookie IDs, cache-based IDs, mobile advertising identifiers and device
IDs.
R. “Order” means an order for Services that is signed by Customer or submitted to Sizmek by means of a Sizmek online
click-through or similar tool and that is accepted by Sizmek, which may include, without limitation, an order, statementof work, schedule, attachment, order details provided in a user interface, or insertion order, as amended from time totime.
S. “Privacy Rules” means, collectively: (i) any applicable Laws, including privacy and data protection Laws; (ii) the
following digital advertising industry rules to the extent applicable to the conduct of a party’s business in the territories
where such rules apply: (a) all United States Federal Trade Commission (“FTC”) rules and guidelines regarding thecollection, use and/or disclosure of information from or about a unique user of a website, application and/or mobile
website and/or the device associated with such user; (b) Children’s Online Privacy Protection Act and its rules andregulations; (c) enacted legislation and regulations under (1) the California Consumer Privacy Act, California Civil Code
Section 1798.100 et seq., as amended, including by the California Privacy Rights Act of 2020, and its regulations (“CCPA”)

and (2) the Virginia Consumer Data Protection Act ("VCDPA"), as amended, and any rules and regulations promulgatedthereunder (the CCPA and VCDPA collectively, the “U.S. State Privacy Laws”); (d) the GDPR and all enacting legislation ofEuropean Union member states of directives of the European Parliament and Council related to the processing of
personal data or the storage of or access to information stored on an individual person’s computing equipment; (e) the
LGPD and its regulations; and (f) the advertising industry self-regulatory codes and principles promulgated by the Digital
Advertising Alliance (“DAA”), the European Interactive Digital Advertising Alliance (“EDAA”), and any other selfregulatory or similar authority of any jurisdiction applicable to Customer, as such rules, guidelines, codes or set ofprinciples may be amended from time to time by the promulgating entity or any successor entity; and (iii) any
amendments, modifications, extensions, supplements or replacements of or to any of the foregoing.
T. “Services” means, collectively, the products and services specified in the MSA or the applicable Order, which may
include, without limitation: (i) provision of digital advertising solutions (e.g., ad serving and measurement, dynamic
creative optimization) in or through the System enabling the creation, delivery, management, measurement, andanalysis of digital advertising; (ii) professional, creative, and similar services related thereto; and (iii) other data,
products and services that Sizmek may make available to Customer in connection with the foregoing from time to time.
U. “Site” means one or more websites, applications, or other digital properties on which Advertisements are displayedor measured or Ad Technologies are used pursuant to this Agreement.
V. “Site Content” means all materials, data, images, texts, sounds, information, or other content contained in or aroundand/or linked to any Site.
W. “Sizmek”, “we” and “us” means the Sizmek Contracting Entity as specified in Section 15.1 (Contracting Entities) andany of its applicable Affiliates.
X. “System” means the Sizmek product accessible via the Internet for the provision and use of the Services, including
any website through which Sizmek provides access to such product and all software (including source and object code),
updates, enhancements, documentation or other materials (excluding Customer Materials and Third-Party Offerings) inor related to the product that Sizmek makes available in the course of providing the Services.
Y. “Term” has the meaning given to such term in the MSA or the applicable Order, subject to the termination rights set
forth herein. If no term is specified in the MSA or the Order or otherwise in Section 12 (Term and Termination), theAgreement continues until terminated by either party upon 30 days’ written notice to the other.
Z. “Territory of Sales” means Customer’s territory of sales, as determined by Sizmek.
AA. “Third-Party Offerings” means services, integrations, or content made available by any third party (and selected
and/or engaged by you) through the System or otherwise in conjunction with the Services.
BB. “Third-Party User” means any third-party contractor, client, advertiser, agency, publisher, or API Integrator, as
applicable, that accesses and uses the Services through the Customer’s Account (as defined in Section 3.1 (AccountAccess)).
2. Overview.
2.1 Ordering. Customer may request Services by submitting an Order for the selected Services to Sizmek. Sizmek may
reject any Order in its sole discretion. Any signature or acceptance method approved by Sizmek shall be binding upon
Customer, including electronic signatures or other indications of assent to the terms, such as assent given through theuse of an online ordering or campaign management process.
2.2 Terms Overview. Subject to payment by Customer to Sizmek of the Fees and Customer’s compliance with otherterms of the Agreement, Sizmek will make the Services available to Customer (and its Third-Party Users, as applicable) in
accordance with the terms of this Agreement. Notwithstanding the foregoing, Customer acknowledges and agrees thatcertain Services, including, without limitation, professional or creative services, may be subject to Additional Terms andConditions. Third-Party Offerings may be subject to the third-party providers’ terms and licenses, and as between Sizmek
and Customer, the Customer is solely responsible for compliance with such terms for any Third-Party Offerings. Without
derogating from the foregoing, if any such Third-Party Offering requires Sizmek to enter into an agreement or otherterms with the third-party provider on the Customer’s behalf, Customer authorizes Sizmek to do so.
3. Account Creation and Access.
3.1 Account Access. Customer may access certain Services through an administrative website or, subject to Section 3.2(API Use), and to the extent applicable, an application programming interface (“API”) provided by Sizmek. For access to
the System, Sizmek will enable Customer to set up one or more logins and passwords for access to Customer’s account(“Customer’s Account”) and corresponding administrative controls, where applicable, for access and use by authorized
personnel of Customer and/or its Third-Party Users (“Customer’s Representatives”). In order to use the System,
Customer will, and will ensure that Customer’s Representatives will, provide Sizmek with accurate, truthful, andcomplete registration information and agree to, and comply with, the terms of this Agreement and any other Additional
Terms and Conditions that Sizmek may otherwise require. Customer will ensure that each of Customer’s Representatives
that is provided access to the System keeps its registration information accurate and up-to-date and does not share its
login information with any third party, and Customer agrees that any failure by any Customer Representative to do sowill constitute a breach of this Agreement by Customer, which may result in (in addition to any other available remedies)termination of Customer’s Account. Customer authorizes Sizmek to verify Customer’s registration information from time
to time, including by obtaining credit reports and references about Customer. Customer will immediately notify Sizmek
in writing of any change in authorization, any unauthorized use of any Customer’s Account, or any other account-related
security issue of which it becomes aware. Upon termination of this Agreement for any reason, Sizmek will have the rightto disable and delete each Customer Representative’s access to Customer’s Account immediately and to delete all
Customer Data thirty (30) days after termination or expiration of this Agreement.
3.2 API Use. If Customer accesses the System or Services via API (which access Sizmek may grant or deny in its sole
discretion), Customer’s (and any API Integrator’s) use of the API is deemed to be a use of the System and is subject tothe terms of this Agreement and any Additional Terms and Conditions regarding API use. If Customer requests Sizmek toenable API access under the Customer’s Account for a third party (each, a “API Integrator”) (which request Sizmek may
grant or deny in its sole discretion), (i) Sizmek will provide access to the API in accordance with Customer’s written
instructions and any additional terms as set forth in the applicable Order; (ii) Customer acknowledges and agrees that
Sizmek has no responsibility or liability for Customer’s or any API Integrator’s performance or obligations under any
agreement that may exist between or among Customer, any of Customer’s clients, and any API Integrator; and (iii)
Customer is responsible for obtaining any API Integrator’s written agreement to any Additional Terms and Conditions
required for access to the API. Sizmek may at any time suspend or terminate API access without liability to Customer or
any API Integrator, or any of their respective Affiliates or clients.
3.3 Customer Affiliates. Customer Affiliates may accede to the Customer’s Agreement for the purchase of Services,
subject in each case to Sizmek’s written consent (which Sizmek may grant, deny, or withdraw in its sole discretion at any
time, and which may also be specified in the applicable MSA) and successful completion of Sizmek’s registration processby each such Customer Affiliate. Customer shall be (a) responsible for informing any Customer Affiliate authorized topurchase Services under the Customer’s Agreement of the rates applicable to such Customer Affiliate in accordance withsuch Agreement, and (b) jointly and severally liable to Sizmek for the failure of any such Customer Affiliate to pay any
fees due under, or otherwise comply with, the Agreement. Each Customer Affiliate must be an Affiliate of Customer at
all times when such Customer Affiliate accesses or uses the Services pursuant to the Customer’s Agreement. If a
Customer Affiliate ceases to be an Affiliate of Customer, such former Customer Affiliate will promptly notify Sizmek.
Upon ceasing to be an Affiliate of Customer, if such former Customer Affiliate continues to access and use the Services,Sizmek reserves the right to terminate the Services or to continue providing Services to such Customer Affiliate pursuant
to Sizmek’s then-applicable standard terms.
4. Limited Rights; Ownership.

4.1 Limited License. Sizmek hereby grants to Customer, and Customer hereby accepts, a non-exclusive, non-transferable(except as expressly provided in this Agreement), limited, and revocable right for Customer to access and use the System
in accordance with this Agreement solely during the Term and for the sole purpose of using the Services for its internalbusiness purposes. Except as expressly permitted by this Agreement, Customer may not, directly or indirectly or by itself
or through any other person or entity, use, rent, lease, sell, transfer (by sublicense, assignment, operation of law, change
in control or otherwise), time share, modify, reproduce, copy, make derivative works from, distribute, publish, use toprovide service bureau services, or publicly display the System. Moreover, Customer will not (and will ensure that
Customer’s Representatives do not) reverse engineer, decompile, or otherwise attempt to discover the source code for
the System or any of the Services.
4.2 Sizmek Intellectual Property. Except as expressly provided in the Agreement, Sizmek has and will have the sole andexclusive ownership of all right, title and interest in and to the System and all applicable Services and all Intellectual
Property Rights in the System and applicable Services, any enhancements thereto, any documentation or othermaterials regarding the use thereof and related thereto, any machine learning and the results and outputs of suchmachine learning that occur prior to, during, or after Customer’s use of the Services, and any Sizmek proprietary data
provided to Customer by Sizmek in whatever form or media (collectively, “Sizmek Intellectual Property”). Neither thisAgreement, nor anything contained herein, will be construed as a sale of the System or any proprietary right or title
therein or thereto, or of any other Sizmek Intellectual Property. All rights not expressly assigned or licensed in thisAgreement are reserved by Sizmek in full.
4.3 Deliverables. If any deliverable to Customer produced by Sizmek’s Services includes Sizmek Intellectual Property,
then Sizmek will remain the sole and exclusive owner of such included Sizmek Intellectual Property, and Sizmek grants
Customer only a non-exclusive, revocable, worldwide, royalty-free license to use such Sizmek Intellectual Property,
solely as incorporated into or embedded in such deliverables and not separately therefrom, and solely for use inconnection with the System. Additionally, any use of a deliverable containing any trademark of Sizmek or its Affiliates
will be subject to Sizmek’s prior written approval and is subject to Sizmek’s Trademark Usage Guidelines (provided
separately). Subject to the preceding sentence, Customer will own all right, title and interest in and to such deliverables,
including the Intellectual Property Rights therein.
4.4 Customer Materials. As between Sizmek and Customer, Customer has and will have the sole and exclusive
ownership of all right, title and interest in and to the Customer Materials, Customer Data, and the Site Content whereapplicable, and all Intellectual Property Rights in the same, except for any Sizmek Intellectual Property embedded
therein or as otherwise provided in the Agreement. Customer grants Sizmek a non-exclusive license to use, copy,
modify, process, publicly display, and distribute Customer Materials and Customer Data for the purpose of providing theServices pursuant to this Agreement.
4.5 Statistics. Customer agrees that Sizmek may use and disclose certain data, including Customer Data and NonProprietary Data, derived from Customer’s use of the System and Services to create aggregated data and statistics about
the Services and its features, which Sizmek may provide to others, including Sizmek’s customers, potential customers
and the general public, provided that such aggregated data and statistics do not contain any Customer Personal Data or
identify any living individual, Customer, Customer’s clients, or any of their respective products or brands.
4.6 Publicity. Customer grants Sizmek a non-exclusive license to use its (and its Third-Party Users’, as applicable) name,published Ads, and trademarks in marketing materials, including without limitation the customer ad showcase area of
the System and customer lists. Customer may elect to provide suggestions, ideas, or other feedback (“Suggestions”) to
Sizmek in connection with the Services or the System (including any related technology or content). Sizmek will be free
to use, disclose, reproduce, modify, sublicense, transfer, distribute and exploit Suggestions in any manner and withoutcompensating Customer.
5. Confidential Information. “Confidential Information” means all nonpublic information obtained pursuant to or inconnection with this Agreement or the Services by a party from or on behalf of the other party that is designated asconfidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably

should be considered as confidential. Confidential Information includes, without limitation, (i) nonpublic information
relating to the disclosing party’s technology, products, services, processes, data, customers, business plans andmethods, finances and other business affairs, (ii) third-party information that the disclosing party is obligated to keep
confidential, and (iii) the nature, content and existence of the parties’ relationship, including the terms of the Agreement
and any applicable rates. Confidential Information does not include any information that (a) is or becomes generally
known or available to the public without breach of the Agreement (provided, however, information that is rumored orreported does not become public based only on such rumors or reports), (b) was known by the receiving party prior to
its receipt from the disclosing party, (c) is disclosed to the receiving party from any third party, except where thereceiving party knows, or reasonably should know, that such disclosure constitutes a wrongful or tortious act, or (d) is
independently developed by the receiving party without use of any Confidential Information. Except as provided in theAgreement, the receiving party will not disclose Confidential Information without the disclosing party’s consent. The
receiving party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of Confidential
Information. The receiving party may disclose Confidential Information as required to comply with orders ofgovernmental entities that have jurisdiction over it or as otherwise required by Law. The disclosing party acknowledges
that the receiving party may now have, or in the future may develop or receive, information that is the same as, orsimilar to, Confidential Information without having breached this Agreement. Nothing in this Section (x) prevents Sizmek
from using, for any purpose and without compensating the disclosing party, information retained in the memory ofSizmek’s personnel who have had access to Confidential Information or (y) obligates Sizmek to restrict the scope of
employment of its personnel; provided, however, that this Section does not create a license under any copyright or
patent of the disclosing party.
6.Data Protection and Privacy.
6.1 Compliance. Sizmek and Customer (for itself and for its Third-Party Users) each represents and warrants that it willat all times comply in full with the requirements of all applicable Laws, including (in Customer’s case) notifying Sizmek ofrequests to opt-out, delete, correct, and access Personal Data by users whose Personal Data (as defined below) is
provided to Sizmek pursuant to this Agreement. Customer will not engage in any behavior that renders or is likely torender Sizmek or its Affiliates to be in breach of any applicable Laws or Privacy Rules.
6.2 Customer Personal Data. To the extent that Sizmek processes personal data about any natural person (“Personal
Data”, which may also be referred to as “personally identifiable information,” “personal information,” “personallyreferable information,” or similar term under the Laws of some jurisdictions) supplied or collected by or on behalf ofCustomer (“Customer Personal Data”) in the course of providing the Services, it will do so as a data processor or service
provider acting on behalf of Customer (as data controller, or as an agent or processor acting on behalf of a third-party
data controller), except as set forth in Section 6.11, and in accordance with the requirements of this Agreement. The
terms “data processor,” “service provider,” “data controller,” “process” and their derivatives will have the meanings
ascribed to them under the Laws applicable to the relevant Personal Data, or if not so defined, they will have their plain
language meanings in the territory where the processing occurs. To the extent that a DPA applies to Sizmek’s processingof Customer Personal Data, such processing is also subject to the applicable DPA, which is incorporated by reference
into this Agreement.
6.3 Customer Instructions. Sizmek will process any Customer Personal Data in accordance with Customer’s lawful
instructions under applicable Privacy Rules and will not: (a) assume any responsibility for determining the purposes forwhich or the manner in which Customer Personal Data is processed; or (b) other than certain Non-Proprietary Data that
may be Personal Data under applicable Laws, process any Customer Personal Data for its own purposes.
6.4 Additional Policies. Customer will process and disclose Customer Personal Data in accordance with the provisions of
Customer’s privacy policy and applicable Privacy Rules, and if Sizmek is instructed by Customer to collect any Customer
Personal Data through any Services, Customer will use such Customer Personal Data solely for the purposes identified
within the Customer Materials and Customer’s privacy policy. Customer will not, and will require its clients and any third
parties with whom it shares Customer Personal Data not to: (a) merge or attempt to merge Customer Personal Dataobtained via the Services with any other Personal Data; or (b) attempt to personally identify any individual using any
Customer Personal Data obtained via the Services, in each case without first obtaining any requisite consent of theapplicable individual(s) (e.g., as may be required under applicable Law or privacy policy) to such action. Customer will
not use the Services for interest-based advertising to children under age 13 (or any other applicable age threshold asdefined by applicable Privacy Rules), and Customer will not use the Services to collect, use, or disclose (or enable any
third party to collect, use, or disclose) Personal Data from children under age 13 (or any other applicable age thresholdas defined by applicable Privacy Rules). Customer will not use the Services to (i) collect or process information about or
reach audiences based on sensitive personal information, as defined by applicable Privacy Rules, such as certain financial
status or health and medical information or (ii) collect or process information that can be used to directly identify anatural person (e.g., email address).
6.5 Technical and Organizational Measures. Sizmek will have in place and maintain throughout the Term appropriatetechnical and organizational measures to protect against accidental or unauthorized destruction, loss, alteration, ordisclosure of Customer Data. Customer acknowledges that Sizmek shall have the right to delete Customer Data inaccordance with Sizmek’s data retention policies and to disclose, modify, or delete Customer Personal Data inaccordance with this Agreement or as required by Privacy Rules.
6.6 Subcontractors. Customer authorizes Sizmek to subcontract processing of Customer Data under this Agreement to
one or more third parties provided that Sizmek: (a) complies with applicable Laws; (b) flows down its obligations toprotect the Customer Data to any subcontractor it appoints; and (c) remains responsible for any failure to comply withthe applicable Laws by any subcontractor it appoints to process Customer Data.
6.7 Ad Technologies. In the course of performing the Services, Ad Technologies may be used by Sizmek in relation to
websites or applications of Customer, its Third-Party Users, their respective customers, and other websites, applications,and online and mobile presences to improve, analyze, and measure the success of advertising campaigns delivered using
the Services, and/or to research, augment or improve Sizmek’s own Services in a way that does not identify Customer,
its Third-Party Users, or their respective customers. Customer will ensure that it (and its Third-Party Users, whereapplicable) obtains all appropriate and necessary consents, and provides all necessary information and opt-out choices,to enable the use of such Ad Technologies in compliance with the Privacy Rules. Customer will also ensure that
individuals are informed of their ability to refuse or opt-out of Sizmek Ad Technologies at any time, e.g., by visiting
Sizmek’s opt-out page available at http://www.sizmek.com/privacy-policy/ or any other location specified by Sizmek
from time to time. Customer agrees that Sizmek has no responsibility or liability for any Customer Ad Technologies,
third-party Ad Technologies, Third-Party Offerings, or other third-party contractors deployed or used by Customer via orin connection with the Services.
6.8 Site Requirements. Without limiting any other provision of Section 6 (Data Protection and Privacy), Customer
represents, warrants, and covenants that it will for each Site (or, if a Site is not owned or managed by Customer, thateach applicable publisher, operator, or other applicable party will) comply with the Privacy Rules and other applicableindustry standards and practices, including: (a) maintaining a privacy policy conspicuously on each Site that complies
with the Privacy Rules and, at a minimum, includes disclosures on Customer’s interest-based advertising activities, thetypes of data collected from users of the Site, the Site’s use of any such data and any disclosures or transfer of such data
to third parties, the types of Ad Technologies used by the Site to collect such data, and where required by Privacy Rules,
obtaining individuals’ consent or providing opt-out choices for the applicable collection and processing of Personal Data;(b) providing a brief explanation within Customer’s and each Site’s privacy policy explaining that it works with third-party
ad providers and, if applicable, allows such third-party ad providers to engage in interest-based advertising activities,
serve Customer Materials and use Ad Technologies on the Site to collect user data for use in connection with thedelivery of advertising and content; and (c) including in Customer’s and each Site’s privacy policy, where applicable, aconspicuous link to an industry opt-out page that allows users to opt-out of the interest-based advertising activities ofthird-party ad providers, such as the opt-out tools made available by the DAA or EDAA from time to time.
6.9 Third-Party Technologies. Customer will not append any Customer or third-party Ad Technologies(collectively “Third-Party Tags”) to Sizmek’s Ad Technologies or Ads delivered by Sizmek, nor will Customer allow any
such third-party tracking or tagging through the System unless such Third-Party Tags and the provider thereof are in fullcompliance with Section 6 (Data Protection and Privacy), and the Privacy Rules, including, without limitation, bypresenting users with notice and choice to (as applicable) consent to and/or opt-out of data collection and processing inconnection with such Third-Party Tags. Customer will provide Sizmek and any client it represents, where applicable, with
notice of any Third-Party Tags Customer wishes to implement via the Services. Sizmek reserves the right to validate any
Third-Party Tags or provider thereof for compliance with Section 6 and the Privacy Rules, for authenticity, andotherwise, and is under no obligation to allow the implementation of Third-Party Tags and may prohibit any such
implementation at any time. Sizmek may create lists of Third-Party Tags that are permitted to be implemented via theServices. Without derogating from the above, Customer will be solely responsible for any Third-Party Tags implemented
via the Services or any provider or other person acting or authorized to act on Customer’s behalf, including for any
damage, cost or claim resulting from appending such Third-Party Tags.
6.10 Applicable Entities. Amazon Europe Core S.à.r.l. (“AEC”) (or other duly designated Sizmek Affiliate) is theindependent data controller in respect of any “personal data” within the meaning of applicable Laws of the European
Economic Area and the United Kingdom that may be processed by Sizmek as a data controller. Amazon Serviços de
Varejo do Brasil Ltda. (“ASVB”) (or other duly designated Sizmek Affiliate) is the independent data controller in respectof any “personal data” within the meaning of applicable Laws of Brazil that may be processed by Sizmek as a data
controller. Customer acknowledges and agrees that applicable Sizmek Affiliates may act as data processors (or subprocessors) for AEC or ASVB, as applicable (or their applicable designee(s) or successor(s) in interest).
6.11 Provisions Regarding U.S. State Privacy Laws. Sizmek will act as your service provider or processor (as defined byapplicable U.S. State Privacy Laws) as to any “Personal Information” or “Personal Data” (as such term is defined in the
U.S. State Privacy Laws) that Sizmek processes on your behalf pursuant to the Agreement, except, where the CCPA
applies, for cross-context behavioral advertising (as defined in the CCPA). Sizmek will not use or disclose such Personal
Information or Personal Data for purposes other than (a) business purposes for providing the Services, to the extent
Sizmek acts as your service provider, or (b) as may otherwise be permitted under the U.S. State Privacy Laws. These
purposes include ad delivery, frequency capping, security and fraud detection, debugging, forecasting, reporting andmeasurement, and improving and developing features for the Service, but exclude cross-context behavioral advertising.
Sizmek shall make available to you all information in its possession necessary to demonstrate compliance withapplicable Laws and shall notify you if it determines it can no longer meet its obligations under applicable Laws. You
have the right, upon notice , to the extent required by applicable Laws and using materials generally made available bySizmek for such purposes, to (i) ensure that Sizmek uses Personal Information or Personal Data, as applicable, provided
pursuant to this Agreement in a manner consistent with your obligations under the U.S. State Privacy Laws and (ii)request Sizmek to suspend or discontinue the applicable processing of the Personal Information or Personal Data, asapplicable, to the extent necessary to stop or remediate unauthorized use of Personal Information or Personal Data. You
are solely responsible for ensuring that Third-Party Users and Third-Party Tags process any Personal Information or
Personal Data in compliance with the U.S. State Privacy Laws. This section applies solely to the extent that the U.S. State
Privacy Laws apply.
7. Customer Responsibilities.
7.1 General. As between the parties, Customer is solely responsible for: (a) all aspects of any Customer Materials
created, delivered, managed through, processed, or linked to the Services; (b) all campaign settings, including settings in
the System designated as “Stop Serving”, as determined and inserted by or on behalf of Customer on the System; and (c)all aspects of campaign management, including data entry, ads, pricing, budget, maximum number of impressions, flightparameters, pacing, campaign set up and trafficking, targeting constraints, monitoring ad status, advertiser
requirements and objectives, and campaign performance. Customer is solely responsible for any conditions,representations, or warranties it makes to its advertisers regarding actual or expected campaign performance, and forany make-goods it may issue to advertisers. Customer represents, warrants, and covenants that it will conduct (andensure that its Third-Party Users conduct) all of its marketing, business, and other activities related to the Customer
Materials, its use of the Services, and its performance of its obligations and exercise of its rights under Agreement incompliance with all applicable Laws and Privacy Rules.
7.2 Acceptable Use. Customer represents, warrants, and covenants that it will not (and will ensure that its Third-Party
Users do not) use the Services in a manner that, or in connection with, or to promote campaigns, Advertisements, orother Customer Materials or Site Content (including code or links) containing content that: (a) is invasive of privacy,degrading, defamatory, libelous, unlawful, profane, obscene, pornographic, harassing, abusive, hateful, or
discriminatory; (b) promotes any illegal or fraudulent activity, including, without limitation, the promotion of gambling
where prohibited, illegal substances, software piracy or hacking, or invalid advertising traffic; (c) infringes the personal,
intellectual property, or other rights of any third party; (d) promotes or references software piracy and/or activities
generally understood as Internet abuse, including the sending of unsolicited bulk messages or the distribution or use of
spyware, Malware, worms, Trojan horses, time bombs, cancelbots, bots, or other code that generates fraudulent orinvalid advertising traffic, corrupted files, or similar software; (e) it knows or reasonably should have known to be false,fraudulent or misleading, including content, links or codes that facilitate the creation or use of fraudulent or invalid
advertising traffic; or (f) is otherwise in violation of this Agreement or the Additional Terms and Conditions. “Malware”
means software or applications, or websites associated with software or applications, that (i) may be used to disrupt,
damage, take control of, misuse, or otherwise use or disable a computer or computer system or operation; (ii)impermissibly view or collect information; (iii) access computer systems to display or distribute unwanted or illicit
advertising, content or software; (iv) violate the policies of any applicable advertising exchange or publisher; or (v) may
otherwise be harmful or inappropriate as determined by Sizmek in its sole discretion. Without derogating from
Customer’s responsibility for the foregoing, Customer shall use commercially reasonable means for preventing Malware
upload or transmission to the Sizmek System or otherwise in connection with Customer’s use of the Services.
7.3 Customer Status. Customer represents and warrants that it is a business, not a consumer, and has the rights,
authority, and any required permission and consent to enter into this Agreement, and if applicable that it is acting as anagent for a disclosed principal, its advertiser, and that as such, Customer has the authority as agent to incur the Fees
charged by Sizmek and perform any other actions in connection with the Services on such advertiser’s behalf. To theextent Customer acts on behalf of any advertiser client under this Agreement, (i) Sizmek reserves the right to send
invoices for Fees and make available Reports to the advertiser client to which they pertain, and (ii) Customer and suchadvertiser client will be jointly and severally responsible for the payment of Fees. Customer will, upon our request,
provide Sizmek with contact information for the advertiser client on whose behalf Customer is acting. Customer
represents and warrants that (a) neither it nor its Third-Party Users are currently the subject of any investigation orprosecution by any regulatory authority in connection with a matter that may have a material detrimental effect onusers of Customer’s applicable products, services, or advertising, or on Sizmek, any of its Affiliates or any of theirrespective customers; or (b) if it or any of its Third-Party Users becomes involved or is named in any investigation orprosecution by any regulatory authority in connection with a matter that may have a material detrimental effect on
Sizmek or users of Sizmek’s products, services, or advertising, then Customer will immediately provide notice to Sizmekof such action, investigation, complaint or other proceeding, in which event Sizmek may terminate this Agreement
immediately.
7.4 Customer Conduct. Customer represents, warrants, and covenants that: (a) it and its Third-Party Users have or willobtain all necessary rights, licenses, consents, waivers, and permissions, including, without limitation, from advertisers,
publishers, users, and other third parties, to allow Sizmek: (i) to store and deliver the Customer Materials and otherwise
provide the Services and operate the System on behalf of Customer; (ii) to make any technical or other modifications
that it may deem necessary to facilitate the delivery of the Advertisements and related Customer Materials; provided,that Sizmek will not make any amendments to the creative content of any Advertisements or Customer Materials except
as requested or permitted by Customer; (iii) to use any Customer Data provided to or collected by Sizmek in theprovision of the Services for Customer and according to Customer’s or its Third Party Users’ instructions and asotherwise permitted under this Agreement; and (iv) to receive, transfer, and process any Customer Data from or to any
third party according to Customer’s or its Third-Party Users’ instructions, whether by API, FTP, or other data transfer
method; (b) notify Sizmek of any errors in any Customer Materials and any complaints or claims made in respect of any
Customer Materials as soon as the same comes to its attention; and (c) if Sizmek considers, in its sole discretion, thatany Customer Materials breach any of the requirements set forth in Section 7 (Customer Responsibilities), or may
subject Sizmek to material adverse risks, and Sizmek requests that such Customer Materials be removed or amended,then Customer will withdraw such Customer Materials from the System or amend such Customer Materials to Sizmek’ssatisfaction.

7.5 Compliance Monitoring. Customer will ensure that it and any Third-Party Users comply with this Agreement. Sizmek
may audit Customer’s use of the Services (including, for the avoidance of doubt, via clicks on Ads or landing pages) andobserve all of Customer’s activity on the Services. Customer will promptly notify Sizmek of any suspected or alleged
breach of this Agreement and will cooperate with Sizmek regarding: (a) any investigation by Sizmek of any suspected or
alleged violation of this Agreement; and (b) any action by Sizmek to enforce the terms and conditions of this Agreement.
Without any liability to Customer and without prejudice to Sizmek’s other rights under the Agreement, Sizmek may at
any time, with or without notice, limit, suspend, or terminate Customer’s or any Third-Party User’s access to the Services
and/or System or terminate any Order or the Agreement, if Sizmek considers, in its sole discretion, that Customer or
Third-Party User has breached this Agreement or is otherwise using the System or the Services in a manner that may be
harmful to Sizmek, its other customers, or other third parties.
7.6 Trade Law Compliance. In connection with this Agreement, Customer will comply with all applicable import, reimport, sanctions, anti-boycott, export, and re-export control Laws, such as the Export Administration Regulations, theInternational Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets
Control. Customer understands that some of the software, technology or related information that Customer and its
employees or contractors may have access to may be subject to export control Laws and regulations (the “Export
Controlled Materials”). Customer will not, without prior written approval from Sizmek, allow any of its employees orcontractors to have access to or use of any Export Controlled Materials if such access or use would require an export
license.
7.7 Indemnification by Customer. Customer agrees to indemnify, defend, and hold harmless Sizmek, its Affiliates, andtheir respective officers, directors, employees, and agents from and against any and all losses, costs, damages or
liabilities, including, without limitation, legal fees, costs and expenses (collectively, “Losses”), arising out of any thirdparty claim or action related to Customer’s or any Third-Party User’s breach of any of the obligations and warranties set
forth in Section 7 (Customer Responsibilities), any other representations, warranties, terms, conditions, or obligations of
Customer as provided in this Agreement, or the Customer Materials. The foregoing obligations are conditioned on
Sizmek: (a) notifying Customer promptly in writing of such action (provided that the failure to provide prompt notice will
only relieve the Customer of its obligation to the extent that it is materially prejudiced by such failure and candemonstrate such prejudice); (b) permitting Customer to control the defense thereof and any related settlement
negotiations upon Customer’s written notice to Sizmek of Customer’s intention to indemnify; and (c) cooperating and, atCustomer’s request and expense, assisting in such defense. Customer will in no event agree to any settlement of any
claim that involves any commitment, other than the payment of money by Customer, without Sizmek’s prior writtenconsent. Sizmek is hereby authorized (but not obligated) prior to, during, and after the notice period to file any motion,
answer or other pleading and to take any other action that Sizmek shall deem necessary or appropriate to protect its
interests.
8. Sizmek Responsibilities.
8.1 Sizmek Representations. Sizmek represents and warrants that: (a) it is duly authorized to enter into this Agreement
and provide the Services hereunder; and (b) its provision and operation of the Services is in compliance with allapplicable Laws.
8.2 Indemnification by Sizmek. Sizmek agrees to indemnify, defend, and hold harmless Customer, its Affiliates, and theirrespective officers, directors, employees and agents from and against any and all Losses, arising out of or related to any
third-party action to the extent it is based upon a claim that the System or Services infringe any Intellectual Property
Right of a third party. The foregoing obligations are conditioned on Customer: (a) notifying Sizmek promptly in writing ofsuch action (provided that the failure to provide prompt notice will only relieve Sizmek of its obligation to the extent
that it is materially prejudiced by such failure and can demonstrate such prejudice); (b) permitting Sizmek to control thedefense thereof and any related settlement negotiations; and (c) cooperating and, at Sizmek’s request and expense,
assisting in such defense. Without limitation of the foregoing, if the System or Services become, or in Sizmek’s soleopinion are likely to become, the subject of an infringement claim, Sizmek may, at its option and expense: (i) procure for
Customer the right to continue using the System or Services; (ii) replace or modify the System or Services so that they
become non-infringing; (iii) accept return of any deliverables provided as a result of the Services, and/or (iv) terminatethis Agreement or the applicable Order, in whole or in part, as appropriate, upon written notice to Customer and refund
Customer any Fees pre-paid in respect of the Services upon such termination. Notwithstanding the foregoing, Sizmek
will be relieved of its obligation under this Section 8.2 to the extent that any third-party action is based upon: (A) any
Customer Materials; (B) any use of the System or Services not in accordance with this Agreement; (C) any use of theServices in combination with products, equipment, software, data, or other materials not supplied by Sizmek; (D) any
use of any release of the System or Services other than the most current release made available to Customer; (E) any
modification of the System or Services by Customer, its agents, or subcontractors; or (F) any use of the Services or the
System after Sizmek has notified Customer to discontinue such use. THIS SECTION 8.2 STATES SIZMEK’S ENTIRE LIABILITY
AND CUSTOMER’S EXCLUSIVE REMEDY FOR ANY THIRD-PARTY CLAIMS OF INFRINGEMENT.
9. Fees; Payment.
9.1 General. All payments of Fees under this Agreement by Customer will be made in accordance with the payment
terms set forth in Section 9 (Fees; Payment). All usage of Services will be determined by Sizmek metering. Customer
waives all claims related to Fees, unless made within 60 days after the date charged. All amounts payable by Customer
under this Agreement will be paid to Sizmek without setoff or counterclaim, and without any deduction or withholding.
Customer authorizes Sizmek to verify Customer’s registration information from time to time, including by obtaining
credit reports and references about Customer.
9.2 Invoicing; Payment. Unless otherwise agreed between Sizmek and Customer in an MSA or Order or provided for in
Section 15.3 (Sales Partners), Sizmek shall invoice Customer on a monthly basis, and payment of Sizmek invoices shall be
due to Sizmek within net thirty (30) days of the invoice date and shall be made by wire transfer or other method
approved by Sizmek. Customer agrees to pay Sizmek such Fee amounts in the applicable local currency invoiced bySizmek, or such other currencies as Customer and Sizmek may mutually agree from time to time. Customer agrees toprovide Sizmek with an authorized email address so that Sizmek may transmit invoices via email delivery. Sizmek will not
be required to use any online portal or electronic system provided by Customer in order to issue invoices to Customer or
receive payment from Customer.
9.3 Rates. Unless otherwise agreed in an Order or MSA or provided for in Section 15.3 (Sales Partners), the Fees for theServices will be Sizmek’s then-applicable standard rates. If Customer uses any Services for which the Fees are notspecified in an MSA or Order or provided for as described in Section 15.3, then the Fees for such Services will be
Sizmek’s then-applicable standard rates.
9.4 Taxes. Each party will be responsible, as required under applicable Law, for identifying and paying all taxes and othergovernmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party
upon or with respect to the transactions and payments under this Agreement. All fees payable by Customer are
exclusive of applicable taxes and duties, including, without limitation, VAT, excise taxes, sales and transaction taxes, andgross receipts taxes (“Indirect Taxes”). Customer will provide such information to Sizmek as reasonably required todetermine whether Sizmek is obligated to collect Indirect Taxes from Customer. Sizmek shall not collect, and Customer
shall not pay, any such Indirect Tax or duty for which Customer furnishes Sizmek a properly completed exemption
certificate or a direct payment permit certificate or for which Sizmek may claim an available exemption from Indirect
Tax. All payments made by Customer to Sizmek under this agreement will be made free and clear of any withholding or
deduction for taxes. If any such taxes (for example, international withholding taxes) are required to be withheld on any
payment, Customer will pay such additional amounts as are necessary so that the net amount received by Sizmek isequal to the amount then due and payable under this Agreement. Sizmek will provide Customer with such tax forms as
are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes inrespect of payments made under this Agreement.
9.5 “Stop Serving” and Similar Settings. With respect to ad serving services, Customer will be billed per the following
scenarios with respect to System settings: The designated ad format (e.g., video) will continue to be served until thepredefined stop event (if any), after which default images will continue to be served instead, in each case as set forth in
the System. Impressions served until the stop event (if any) will be billed at their applicable rate, and any impression
served afterwards will be billed at the default image rate. Notwithstanding any “stop serving” settings or termination of

an Order by Customer, Customer will pay Sizmek at the applicable rates for professional, creative, and other related
services rendered through the date of termination, cancellation, or “stop serving” setting, regardless of the number ofimpressions served.
9.6 Nonpayment. If Customer fails to pay any amount payable by it under this Agreement in accordance with Section 9(Fees; Payment), Sizmek may charge Customer interest on the overdue amount (payable by Customer immediately on
demand) from the due date up to the date of actual payment, at the rate of 1.5% per month or the highest rate allowedby Law, whichever is less. Such interest will accrue on a daily basis and be compounded on a monthly basis. Customer
will also be responsible for payment of all reasonable expenses (including attorneys’ fees and costs) incurred by Sizmek
in collecting any overdue amounts from Customer.
10. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SYSTEM, AND THE SERVICES AREPROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS AND SIZMEK DOES NOT MAKE OR GIVE ANY REPRESENTATION,WARRANTY, CONDITION OR OTHER TERM (COLLECTIVELY, “PROMISES”) OF ANY KIND, WHETHER EXPRESS, IMPLIED,STATUTORY, OR OTHERWISE WITH RESPECT TO THE SYSTEM OR THE SERVICES, AND EXCEPT TO THE EXTENTPROHIBITED BY APPLICABLE LAW, SIZMEK DISCLAIMS ALL IMPLIED PROMISES WITH RESPECT TO THE SYSTEM AND THE
SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED PROMISES OF MERCHANTABILITY, SATISFACTORY QUALITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR QUIET ENJOYMENT, AND ANY PROMISES ARISING OUTOF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. SIZMEK WILL NOT BE HELD RESPONSIBLE FOR: (A) ANY
ERRORS OR INACCURACIES IN ANY CUSTOMER MATERIALS OR SITE CONTENT; (B) SERVICE INTERRUPTIONS DUE TO
FACTORS REPRESENTING INHERENT RISKS ASSOCIATED WITH THE USE OF ELECTRONIC COMMUNICATIONS, INCLUDINGNETWORK INTERRUPTIONS, COMMUNICATIONS FAILURES, THIRD-PARTY SERVER DOWNTIME, POWER OUTAGES, OR
SYSTEM FAILURES; OR (C) ANY UNAUTHORIZED ACCESS TO, USE OF, ALTERATION OF OR DELETION, DESTRUCTION,DAMAGE OR LOSS OF CUSTOMER’S OR ANY THIRD-PARTY USER’S CUSTOMER MATERIALS, SITE CONTENT OR OTHER
MATERIALS, DATA, IMAGES, SOUNDS, TEXT INFORMATION, OR CONTENT. SIZMEK MAY DISCONTINUE ANY ASPECT OF
THE SYSTEM OR THE SERVICES, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE OR OPERATION OF THE
SYSTEM OR THE SERVICES, AT ANY TIME. SIZMEK ALSO DOES NOT IN ANY WAY MAKE ANY PROMISES THAT THE SYSTEM
OR THE SERVICES WILL BE PROVIDED IN AN UNINTERRUPTED MANNER, ERROR-FREE, OR FREE FROM HARMFULCOMPONENTS. IN ADDITION, SIZMEK MAKES NO PROMISES THAT THE SYSTEM OR THE SERVICES WILL MEETCUSTOMER’S REQUIREMENTS OR EXPECTATIONS OR THAT CUSTOMER WILL ACHIEVE ANY PARTICULAR RESULT FROMUSING THE SYSTEM OR THE SERVICES.
11. Limitation of Liability. IN NO EVENT (TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW) WILL (A) SIZMEKBE LIABLE FOR ANY LOSS OF DATA, LOSS OF PROFITS, COST OF COVER, OR OTHER SPECIAL, INCIDENTAL,CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR RELIANCE DAMAGES ARISING FROM OR IN RELATION TO THISAGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY AND (B) SIZMEK’S LIABILITY FOR DAMAGESUNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO SIZMEK UNDER THIS AGREEMENT FOR
THE SIX-MONTH PERIOD PRECEDING THE DATE ON WHICH THE FIRST OF ANY CLAIMS IS MADE IN CONNECTION WITH
THIS AGREEMENT.
12. Term and Termination. The Term of this Agreement and any Order will be as set forth in the MSA or the applicable
Order unless: (a) terminated earlier in accordance with this Section 12; or (b) the Services continue to be used by
Customer after the expiration of the Term set forth in the applicable MSA or Order (provided that Sizmek is under noobligation to permit such continued use). Either party may terminate this Agreement immediately if: (i) the other party
is in material breach hereunder and fails to cure such breach within ten (10) calendar days of written notice being
provided by the party seeking to terminate; or (ii) the other party becomes insolvent or seeks protection under any
bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any suchproceeding is instituted against the other party (and not dismissed within ninety (90) days). Sizmek may also terminate
this Agreement and/or any Order, with or without cause, upon thirty (30) days’ prior written notice to Customer. The
requirement to make any payment that has become due, in addition to Sections 4 (Publicity) through 8 (Sizmek
Responsibilities) and 10 (Disclaimer) through 15 (Contracting Entities; Governing Laws; Jurisdiction) of these Terms ofUse, will survive the completion, expiration, termination, or cancellation of this Agreement for any reason. Without

derogating from the above, Sizmek also reserves the right to suspend and/or terminate any and all Customers’ Accounts
after ninety (90) days of inactivity.
13. Force Majeure. Sizmek will not be responsible for any delay or failure in performing obligations under thisAgreement which delay or failure results from any cause beyond its reasonable control. Such force majeure events may
include acts of God, storms or other elements of nature, fires, epidemics, wars, terrorism, riots, strikes, lockouts or otherlabor disputes, decisions or omissions of authorities, and new legislation.
14. General.
14.1 Entire Agreement; Amendment. This Agreement represents the entire understanding between the parties andsupersedes all prior written and prior and contemporaneous oral agreements relating to the subject matter hereof. The
parties may not amend these Terms of Use, the MSA, or any Order except by a written agreement of the parties that
identifies itself as an amendment to these Terms of Use, the MSA, or such Order, as applicable; provided that Sizmek
may modify these Terms of Use at any time by posting such modification on the System or applicable Sizmek website or
by notifying Customer by email, and such revised Terms of Use will supersede and replace all earlier versions. Any suchchanges will be effective upon the posting, and Customer is responsible for informing itself of all applicable changes ornotices. If Customer does not agree to any such modification, its sole remedy is to terminate this Agreement upon
written notice to Sizmek. CUSTOMER’S AND ITS THIRD-PARTY USERS’ CONTINUED USE OF THE SYSTEM OR ANY PORTION
OF THE SERVICES WILL BE DEEMED TO BE ACCEPTANCE BY CUSTOMER AND ITS THIRD-PARTY USERS OF ANY SUCH
MODIFIED VERSION OF THESE TERMS OF USE. These Terms of Use will apply to all MSAs and Orders submitted inconnection with this Agreement. Any preprinted, additional, or supplemental terms in, on or associated with, any
Customer-submitted ordering documents, including purchase or insertion orders, or any of Customer’s electronic
invoicing, payment, or other portals, will not apply and will not be binding upon Sizmek.
14.2 Notice. Sizmek may provide notices to Customer, at Sizmek’s option, by email to the email address provided by
Customer to Sizmek, by mail to the postal address provided by Customer to Sizmek, or by posting on the System or any
Sizmek website to which Customer has access in connection with this Agreement. It is Customer’s responsibility toensure that the email address and any other contact and registration information it provides to Sizmek is updated andcorrect at all times during the Term. Changes to Customer’s contact information should be sent to Customer’s
designated Sizmek service representative, with a copy via email to Sizmek-Collectors@amazon.com.
14.3 Relationship of the Parties. Customer and Sizmek are independent contractors and nothing in this Agreement will
give Customer the right, power or authority to create any obligation or responsibility on behalf of Sizmek. Except as
expressly set forth in this Agreement, neither Customer nor Sizmek will have any right, power, or authority to create any
obligation or responsibility on behalf of the other and this Agreement is not intended to benefit, nor will it be deemed togive rise to any rights in, any third party. Notwithstanding the foregoing, Customer acknowledges and agrees that (a)Sizmek may perform any of its obligations or exercise any of its rights under this Agreement through one or more of its
Affiliates and (b) AEC and ASVB are third-party beneficiaries of this Agreement, and nothing in this Agreement shall be
construed to prevent the Sizmek Contracting Entities, acting on behalf of AEC or ASVB, or AEC or ASVB, acting on its own
behalf, from exercising any rights or remedies granted to the Sizmek Contracting Entities under this Agreement orapplicable Law.
14.4 Assignment. Customer may not assign its obligations under this Agreement without prior written consent ofSizmek. Any attempt to assign in violation of this section is void in each instance. Sizmek may assign this Agreement (orany of its rights and obligations under this Agreement) (i) to any of its Affiliates; or (ii) in connection with any merger,
consolidation, reorganization, sale of all or substantially all of its assets or any similar transaction.
14.5 Waiver; Severability. No failure or delay on the part of Sizmek in exercising any right, power, condition or remedy
under this Agreement will operate as a waiver by Sizmek, nor will any single or partial exercise of any such right, power,
condition or remedy preclude any other or further exercise or the exercise of any other right, power, condition or
remedy by Sizmek. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to suchjurisdiction, be ineffective only to the minimum extent necessary without invalidating the remaining provisions of thisAgreement or affecting the validity or enforceability of any provision in any other jurisdiction. Notwithstanding anything
to the contrary herein, nothing in the Agreement shall, or shall be interpreted or construed to, induce or require either
party hereto to act in any manner (including taking or failing to take any actions in connection with a transaction) whichis inconsistent with or penalized under any U.S. Laws, regulations, rules or requirements that apply to any party to theAgreement.
14.6 Interpretation. As used in this Agreement, the word “including” is a term of enlargement meaning “including
without limitation” and does not denote exclusivity. The defined terms herein will apply equally to both the singular andplural forms of the terms defined. Whenever the context may require, any pronoun will include the corresponding
masculine, feminine, and neuter forms. All references in these Terms of Use to “Sections” will be deemed to bereferences to the corresponding Section of these Terms of Use unless the context requires otherwise. The section
headings and subheadings contained in these Terms of Use are included for convenience only, and will not limit orotherwise affect the interpretation of these Terms of Use. It is the express wish of the parties that this Agreement be
drafted in English. (The following is a French translation of the preceding sentence: C’est à la demande expresse desparties que la présente convention soit rédigée en anglais.) This Agreement and every part of this Agreement is
controlled by the English language and if the terms of this Agreement or any part thereof are translated into any
language, for convenience or any other reason, the English language version will control and the English language
interpretation will prevail with respect to any conflicts of interpretation.
15. Contracting Entities; Governing Laws; Jurisdiction.
15.1 Contracting Entities. The Sizmek legal entity providing the Services, the laws governing the interpretation of thisAgreement, and the jurisdiction and venue for all disputes hereunder will be determined as follows: This Agreement is
between you and the Sizmek contracting entity that corresponds with your Territory of Sales, as set forth in the tablebelow. This Agreement will be governed by the applicable Governing Laws that correspond with the Territory of Sales as
specified in the table below, without regard to conflict of laws rules or principles. Customer and Sizmek consent topersonal jurisdiction and venue corresponding to the Territory of Sales as specified in the table below, and each party
hereby expressly waives any objection or defense thereto. Customer and Sizmek agree that any dispute resolution
proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative
action. With respect to any proceeding or action arising out of or in any way relating to this Agreement, the parties
knowingly, intentionally and irrevocably waive any right to trial by jury. All notices to Sizmek will be made in writing to
the applicable Sizmek Contracting Entity at the corresponding address specified in the table below, with a copy to:
Amazon, Attn: General Counsel, 410 Terry Avenue North, Seattle WA 98109, with a required copy via email to sizmeklegal@amazon.com. Notices should be sent by certified first-class mail, return receipt requested, or a nationallyrecognized delivery service. Notices will be deemed received based on the delivery date shown on the written delivery
confirmation notice.

SizmekContracting
EntityAmazonAdvertising
LLC

Address

410 Terry Avenue North, Seattle, WA
98109 USA

Territory of
Sales

Governing Laws

Jurisdiction and
Venue

UnitedStates,Canada,Brazil,Argentina

The laws of
the state ofWashington

State orFederal courts
in King County,
Washington

AmazonOnline UK
LimitedAmazonOnline UK
Limited

1 Principal Place, Worship Street, EC2A
2FA, London, United Kingdom

1 Principal Place, Worship Street, EC2A
2FA, London, United Kingdom

Amazon(China)HoldingCompany
Limited5F, Tower A, Ocean International Center
N°.56 Dongshihuanzhonglu, Chaoyang
District, Beijing

ServiciosComerciales
AmazonMexico S. de
R.L. de C.V.

Juan Salvador Agraz No. 73, Piso 7,
Colonia Santa Fe, Delegacion Cuajimalpa
de Morelos, Mexico City

EuropeThe laws of
the Grand
Duchy of
Luxembourg

The courts inthe district of
LuxembourgCity

Any otherlocationnototherwise
listed inthis chartLaws ofEngland andWales

The courts ofEngland andWales locatedin London,
England

China

Laws of thePeople’sRepublic ofChina (PRC)

The courts of
PRC in Beijing,
except for
Customers
located in
Hong Kong
and Taiwan(refer to
Section 15.2
instead)MexicoThe laws of
the state ofWashington

State orFederal courts
in King County,
Washington

15.2 CIETAC Arbitration. With respect to any Customer of Amazon (China) Holding Company located in Taiwan or Hong
Kong, any dispute arising out of or relating to this Agreement will be resolved by arbitration in Beijing pursuant to China
International Economic Trade Arbitration Commission rules.
15.3 Sales Partners. Services in certain locales may be provided by third-party resellers (each, a “Reseller”), in
accordance with separate agreement(s) between Customer and such third party(ies) (each, a “Reseller Agreement”),
which set forth the fees to be paid by Customer to Reseller for the services provided by Reseller, as well as any otherterms that may apply as between Customer and Reseller. Customer acknowledges that any Reseller Agreement is notbinding on Sizmek, and that Sizmek will not be responsible for (i) any obligations under a Reseller Agreement, (ii) theacts or omissions of the Reseller, or (iii) any products or services provided to Customer by the Reseller. Customer is towork with the Reseller in case of any refund or credit requests or other disputes regarding any services purchased fromthe Reseller. Customer shall comply with the Terms of Use in its use of the System and the Services even if purchased
through a Reseller. If Customer purchases Services from a Reseller, Customer acknowledges and agrees that Reseller will
have access to Customer’s Account and Customer Data and other information in connection with the Services.
15.4 Other Account Types. Certain account types in the System are intended primarily for certain limited purposes, suchas (i) the development, production, and management of creative assets to be incorporated into Ads (each, a “Creative
Account”) or (ii) for reporting and/or payment of Fees (e.g., for Ads delivered to applicable Sites) (each, a “Paying
Account”). Any such special-purpose accounts are referred to as “Other Account Types”. Customer acknowledges andagrees that such Other Account Types may have limited access, privileges, and functionality. Customer will be
responsible for any Other Account Types to the extent linked to the Customer’s Account, for any Customer Materials inany such Other Account Types, and for any materials supplied by any Other Account Type to Customer’s Account. Even if

an Other Account Type is (subject in each case to Sizmek’s written consent) set up for reporting and payment of Fees
incurred on behalf of Customer, e.g., by an agency on behalf of Customer as its advertiser client, Customer remains
responsible to Sizmek for payment of any Fees to the extent not paid by the applicable Other Account Type.