AMAZON AD SERVER TERMS OF USE
Updated as of April 3, 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 REPRESENT THATYOU 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 YOUR ACCOUNT)AND (B) HEREBY AGREE TO RELEASE AMAZON AD SERVER (FORMERLY KNOWN AS SIZMEK AD SERVER), FROM ANY AND
ALL LIABILITY FOR ANY OF YOUR ACCOUNT INFORMATION 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 Amazon Ad Server from time to time for certain Services, including as may be attached to an Order or postedon the System or another Amazon Ad Server 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 byor is under common control with that party, where “control” means the possession, direct or indirect, of the power todirect 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 Amazon Ad Server hereunder
on behalf 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 Amazon Ad Server and any and all Customer Reports; provided, Customer Data does not include
Non-Proprietary Data or other data or information that Amazon Ad Server receives outside of its performance of theServices 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 or materialof 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 Amazon Ad Server and Customer or its Affiliates that pertains
to the Services.
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 Amazon Ad
Server 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 Amazon Ad Server 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; andpersistent and non-persistent identifiers, such as session IDs, cookie IDs, cache-based IDs, mobile advertising identifiersand device IDs.
R. “Order” means an order for Services that is signed by Customer or submitted to Amazon Ad Server by means of a
Amazon Ad Server online click-through or similar tool and that is accepted by Amazon Ad Server, which may include,
without limitation, an order, statement of work, schedule, attachment, order details provided in a user interface, orinsertion order, as amended from time to time.
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 suchrules apply: (a) all United States Federal Trade Commission (“FTC”) rules and guidelines regarding the collection, use
and/or disclosure of information from or about a unique user of a website, application and/or mobile website and/or thedevice associated with such user; (b) Children’s Online Privacy Protection Act and its rules and regulations; (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 promulgated thereunder (the CCPA
and VCDPA collectively, the “U.S. State Privacy Laws”); (d) the GDPR and all enacting legislation of European 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 self-regulatory or similarauthority of any jurisdiction applicable to Customer, as such rules, guidelines, codes or set of principles 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, and analysis
of digital advertising; (ii) professional, creative, and similar services related thereto; and (iii) other data, products andservices that Amazon Ad Server 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 displayed or
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. “Amazon Ad Server”, “we” and “us” means the Amazon Ad Server Contracting Entity as specified in Section 15.4
(Contracting Entities) and any of its applicable Affiliates.
X. “System” means the Amazon Ad Server product accessible via the Internet for the provision and use of the Services,
including any website through which Amazon Ad Server provides access to such product and all software (including source
and object code), updates, enhancements, documentation or other materials (excluding Customer Materials and ThirdParty Offerings) in or related to the product that Amazon Ad Server 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 Amazon Ad Server.
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 Amazon Ad Server.
Amazon Ad Server may reject any Order in its sole discretion. Any signature or acceptance method approved by Amazon
Ad Server shall be binding upon Customer, including electronic signatures or other indications of assent to the terms, suchas assent given through the use of an online ordering or campaign management process.
2.2 Terms Overview. Subject to payment by Customer to Amazon Ad Server of the Fees and Customer’s compliance withother terms of the Agreement, Amazon Ad Server 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 toAdditional Terms and Conditions. Third-Party Offerings may be subject to the third-party providers’ terms and licenses,
and as between Amazon Ad Server 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 Amazon Ad

Server to enter into an agreement or other terms with the third-party provider on the Customer’s behalf, Customer
authorizes Amazon Ad Server 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 Amazon Ad Server. For
access to the System, Amazon Ad Server 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 anduse 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 Amazon Ad Server with accurate,
truthful, and complete registration information and agree to, and comply with, the terms of this Agreement and any other
Additional Terms and Conditions that Amazon Ad Server 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-todate and does not share its login information with any third party, and Customer agrees that any failure by any Customer
Representative to do so will 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 Amazon Ad Server to verify
Customer’s registration information from time to time, including by obtaining credit reports and references about
Customer. Customer will immediately notify Amazon Ad Server 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 terminationof this Agreement for any reason, Amazon Ad Server will have the right to disable and delete each Customer
Representative’s access to Customer’s Account immediately and to delete all Customer Data thirty (30) days aftertermination or expiration of this Agreement.
3.2 API Use. If Customer accesses the System or Services via API (which access Amazon Ad Server 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
to the terms of this Agreement and any Additional Terms and Conditions regarding API use. If Customer requests Amazon
Ad Server to enable API access under the Customer’s Account for a third party (each, a “API Integrator”) (which request
Amazon Ad Server may grant or deny in its sole discretion), (i) Amazon Ad Server will provide access to the API inaccordance with Customer’s written instructions and any additional terms as set forth in the applicable Order; (ii)
Customer acknowledges and agrees that Amazon Ad Server 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 writtenagreement to any Additional Terms and Conditions required for access to the API. Amazon Ad Server may at any timesuspend or terminate API access without liability to Customer or any API Integrator, or any of their respective Affiliates orclients.
3.3 Customer Affiliates. Customer Affiliates may accede to the Customer’s Agreement for the purchase of Services, subject
in each case to Amazon Ad Server’s written consent (which Amazon Ad Server 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 Amazon Ad
Server’s registration process by each such Customer Affiliate. Customer shall be (a) responsible for informing any
Customer Affiliate authorized to purchase Services under the Customer’s Agreement of the rates applicable to such
Customer Affiliate in accordance with such Agreement, and (b) jointly and severally liable to Amazon Ad Server 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 Amazon Ad Server. Upon ceasing to be an Affiliate of Customer, if such former Customer Affiliate
continues to access and use the Services, Amazon Ad Server reserves the right to terminate the Services or to continue
providing Services to such Customer Affiliate pursuant to Amazon Ad Server’s then-applicable standard terms.
4. Limited Rights; Ownership.
4.1 Limited License. Amazon Ad Server 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 internal business 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 oflaw, change in control or otherwise), time share, modify, reproduce, copy, make derivative works from, distribute, publish,
use to provide 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 Amazon Ad Server Intellectual Property. Except as expressly provided in the Agreement, Amazon Ad Server has andwill have the sole and exclusive 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 documentationor other materials regarding the use thereof and related thereto, any machine learning and the results and outputs ofsuch machine learning that occur prior to, during, or after Customer’s use of the Services, and any Amazon Ad Server
proprietary data provided to Customer by Amazon Ad Server in whatever form or media (collectively, “Amazon Ad ServerIntellectual Property”). Neither this Agreement, nor anything contained herein, will be construed as a sale of the Systemor any proprietary right or title therein or thereto, or of any other Amazon Ad Server Intellectual Property. All rights not
expressly assigned or licensed in this Agreement are reserved by Amazon Ad Server in full.
4.3 Deliverables. If any deliverable to Customer produced by Amazon Ad Server’s Services includes Amazon Ad ServerIntellectual Property, then Amazon Ad Server will remain the sole and exclusive owner of such included Amazon Ad ServerIntellectual Property, and Amazon Ad Server grants Customer only a non-exclusive, revocable, worldwide, royalty-freelicense to use such Amazon Ad Server Intellectual Property, solely as incorporated into or embedded in such deliverables
and not separately therefrom, and solely for use in connection with the System. Additionally, any use of a deliverable
containing any trademark of Amazon Ad Server or its Affiliates will be subject to Amazon Ad Server’s prior written approvaland is subject to Amazon Ad Server’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 Amazon Ad Server 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 Amazon Ad Server Intellectual Property
embedded therein or as otherwise provided in the Agreement. Customer grants Amazon Ad Server a non-exclusive license
to use, copy, modify, process, publicly display, and distribute Customer Materials and Customer Data for the purpose ofproviding the Services pursuant to this Agreement.
4.5 Statistics. Customer agrees that Amazon Ad Server may use and disclose certain data, including Customer Data and
Non-Proprietary Data, derived from Customer’s use of the System and Services to create aggregated data and statistics
about the Services and its features, which Amazon Ad Server may provide to others, including Amazon Ad Server’s
customers, potential customers and the general public, provided that such aggregated data and statistics do not containany 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 Amazon Ad Server a non-exclusive license to use its (and its Third-Party Users’, asapplicable) 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 Amazon Ad Server in connection with the Services or the System (including any related technology orcontent). Amazon Ad Server will be free to use, disclose, reproduce, modify, sublicense, transfer, distribute and exploit
Suggestions in any manner and without compensating 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 and methods, financesand 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 applicablerates. Confidential Information does not include any information that (a) is or becomes generally known or available tothe public without breach of the Agreement (provided, however, information that is rumored or reported does not
become public based only on such rumors or reports), (b) was known by the receiving party prior to its receipt from thedisclosing party, (c) is disclosed to the receiving party from any third party, except where the receiving party knows, orreasonably 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 the Agreement, the receiving party
will not disclose Confidential Information without the disclosing party’s consent. The receiving party will take reasonablemeasures to avoid disclosure, dissemination, or unauthorized use of Confidential Information. The receiving party may
disclose Confidential Information as required to comply with orders of governmental entities that have jurisdiction over itor 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, or similar to, Confidential Information without having
breached this Agreement. Nothing in this Section (x) prevents Amazon Ad Server from using, for any purpose and withoutcompensating the disclosing party, information retained in the memory of Amazon Ad Server’s personnel who have hadaccess to Confidential Information or (y) obligates Amazon Ad Server 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. Amazon Ad Server and Customer (for itself and for its Third-Party Users) each represents and warrantsthat it will at all times comply in full with the requirements of all applicable Laws, including (in Customer’s case) notifying
Amazon Ad Server of requests to opt-out, delete, correct, and access Personal Data by users whose Personal Data (asdefined below) is provided to Amazon Ad Server pursuant to this Agreement. Customer will not engage in any behavior
that renders or is likely to render Amazon Ad Server or its Affiliates to be in breach of any applicable Laws or Privacy Rules.
6.2 Customer Personal Data. To the extent that Amazon Ad Server processes personal data about any natural person(“Personal Data”, which may also be referred to as “personally identifiable information,” “personal information,”“personally referable information,” or similar term under the Laws of some jurisdictions) supplied or collected by or on
behalf of Customer (“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 thirdparty 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 Amazon Ad Server’s
processing of Customer Personal Data, such processing is also subject to the applicable DPA, which is incorporated byreference into this Agreement.
6.3 Customer Instructions. Amazon Ad Server 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
for which 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 Amazon Ad Server 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 andany third parties with whom it shares Customer Personal Data not to: (a) merge or attempt to merge Customer Personal
Data obtained 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 theapplicable 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 as definedby 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 threshold as defined byapplicable 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 healthand medical information or (ii) collect or process information that can be used to directly identify a natural person (e.g.,email address).
6.5 Technical and Organizational Measures. Amazon Ad Server will have in place and maintain throughout the Term
appropriate technical and organizational measures to protect against accidental or unauthorized destruction, loss,
alteration, or disclosure of Customer Data. Customer acknowledges that Amazon Ad Server shall have the right to delete
Customer Data in accordance with Amazon Ad Server’s data retention policies and to disclose, modify, or delete Customer
Personal Data in accordance with this Agreement or as required by Privacy Rules.
6.6 Subcontractors. Customer authorizes Amazon Ad Server to subcontract processing of Customer Data under thisAgreement to one or more third parties provided that Amazon Ad Server: (a) complies with applicable Laws; (b) flows
down its obligations to protect the Customer Data to any subcontractor it appoints; and (c) remains responsible for any
failure to comply with the 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 Amazon Ad Server 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 campaignsdelivered using the Services, and/or to research, augment or improve Amazon Ad Server’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, where applicable) obtains all appropriate and necessary consents, and provides all necessary information and optout choices, to enable the use of such Ad Technologies in compliance with the Privacy Rules. Customer will also ensurethat individuals are informed of their ability to refuse or opt-out of Amazon Ad Server Ad Technologies at any time, e.g.,
by visiting Amazon Ad Server’s opt-out page available at http://www.sizmek.com/privacy-policy/ or any other location
specified by Amazon Ad Server from time to time. Customer agrees that Amazon Ad Server 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 or in 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, that eachapplicable publisher, operator, or other applicable party will) comply with the Privacy Rules and other applicable industry
standards and practices, including: (a) maintaining a privacy policy conspicuously on each Site that complies with thePrivacy Rules and, at a minimum, includes disclosures on Customer’s interest-based advertising activities, the types ofdata 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 the delivery ofadvertising and content; and (c) including in Customer’s and each Site’s privacy policy, where applicable, a conspicuous
link to an industry opt-out page that allows users to opt-out of the interest-based advertising activities of third-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 “ThirdParty Tags”) to Amazon Ad Server’s Ad Technologies or Ads delivered by Amazon Ad Server, 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, by presenting
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 Amazon Ad Server and any client it represents, where applicable, with

notice of any Third-Party Tags Customer wishes to implement via the Services. Amazon Ad Server reserves the right tovalidate any Third-Party Tags or provider thereof for compliance with Section 6 and the Privacy Rules, for authenticity,and otherwise, and is under no obligation to allow the implementation of Third-Party Tags and may prohibit any such
implementation at any time. Amazon Ad Server may create lists of Third-Party Tags that are permitted to be implemented
via the Services. 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 Amazon Ad Server 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 Amazon Ad Server as a data controller. Amazon Serviçosde Varejo do Brasil Ltda. (“ASVB”) (or other duly designated Amazon Ad Server Affiliate) is the independent data controller
in respect of any “personal data” within the meaning of applicable Laws of Brazil that may be processed by Amazon Ad
Server as a data controller. Customer acknowledges and agrees that applicable Amazon Ad Server Affiliates may act asdata processors (or sub-processors) for AEC or ASVB, as applicable (or their applicable designee(s) or successor(s) ininterest).
6.11 Provisions Regarding U.S. State Privacy Laws. Amazon Ad Server will act as your service provider or processor (asdefined by applicable U.S. State Privacy Laws) as to any “Personal Information” or “Personal Data” (as such term is definedin the U.S. State Privacy Laws) that Amazon Ad Server processes on your behalf pursuant to the Agreement, except, where
the CCPA applies, for cross-context behavioral advertising (as defined in the CCPA). Amazon Ad Server will not use or
disclose such Personal Information or Personal Data for purposes other than (a) business purposes for providing theServices, to the extent Amazon Ad Server 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 and measurement, and improving and developing features for the Service, but exclude crosscontext behavioral advertising. Amazon Ad Server shall make available to you all information in its possession necessary
to demonstrate compliance with applicable 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 by Amazon Ad Server for such purposes, to (i) ensure that Amazon Ad Server uses Personal
Information or Personal Data, as applicable, provided pursuant to this Agreement in a manner consistent with yourobligations under the U.S. State Privacy Laws and (ii) request Amazon Ad Server to suspend or discontinue the applicable
processing of the Personal Information or Personal Data, as applicable, 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 Systemdesignated as “Stop Serving”, as determined and inserted by or on behalf of Customer on the System; and (c) all aspectsof campaign management, including data entry, ads, pricing, budget, maximum number of impressions, flight parameters,
pacing, campaign set up and trafficking, targeting constraints, monitoring ad status, advertiser requirements andobjectives, 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 for any make-goods it may issue toadvertisers. Customer represents, warrants, and covenants that it will conduct (and ensure that its Third-Party Users
conduct) all of its marketing, business, and other activities related to the Customer Materials, its use of the Services, andits performance of its obligations and exercise of its rights under Agreement in compliance with all applicable Laws andPrivacy 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, or other
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 or invalid 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) isotherwise in violation of this Agreement or the Additional Terms and Conditions. “Malware” means software orapplications, 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 collectinformation; (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 Amazon Ad Server in its sole discretion. Without derogating from Customer’s responsibility for theforegoing, Customer shall use commercially reasonable means for preventing Malware upload or transmission to the
Amazon Ad Server 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 an agent for a
disclosed principal, its advertiser, and that as such, Customer has the authority as agent to incur the Fees charged by
Amazon Ad Server and perform any other actions in connection with the Services on such advertiser’s behalf. To the extent
Customer acts on behalf of any advertiser client under this Agreement, (i) Amazon Ad Server 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
Amazon Ad Server 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 on usersof Customer’s applicable products, services, or advertising, or on Amazon Ad Server, 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
Amazon Ad Server or users of Amazon Ad Server’s products, services, or advertising, then Customer will immediately
provide notice to Amazon Ad Server of such action, investigation, complaint or other proceeding, in which event Amazon
Ad Server 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 Amazon Ad Server: (i) to store and deliver the Customer Materials andotherwise provide the Services and operate the System on behalf of Customer; (ii) to make any technical or othermodifications that it may deem necessary to facilitate the delivery of the Advertisements and related Customer Materials;
provided, that Amazon Ad Server 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 collectedby Amazon Ad Server in the provision of the Services for Customer and according to Customer’s or its Third Party Users’
instructions and as otherwise 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 otherdata transfer method; (b) notify Amazon Ad Server 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 Amazon Ad Server
considers, in its sole discretion, that any Customer Materials breach any of the requirements set forth in Section 7(Customer Responsibilities), or may subject Amazon Ad Server to material adverse risks, and Amazon Ad Server 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 Amazon Ad Server’s satisfaction.

7.5 Compliance Monitoring. Customer will ensure that it and any Third-Party Users comply with this Agreement. Amazon
Ad Server may audit Customer’s use of the Services (including, for the avoidance of doubt, via clicks on Ads or landing
pages) and observe all of Customer’s activity on the Services. Customer will promptly notify Amazon Ad Server of any
suspected or alleged breach of this Agreement and will cooperate with Amazon Ad Server regarding: (a) any investigation
by Amazon Ad Server of any suspected or alleged violation of this Agreement; and (b) any action by Amazon Ad Server toenforce the terms and conditions of this Agreement. Without any liability to Customer and without prejudice to Amazon
Ad Server’s other rights under the Agreement, Amazon Ad Server 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 Amazon Ad Server considers, in its sole discretion, that Customer or Third-Party User has breached thisAgreement or is otherwise using the System or the Services in a manner that may be harmful to Amazon Ad Server, its
other customers, or other third parties.
7.6 Trade Law Compliance. In connection with this Agreement, Customer will comply with all applicable import, re-import,
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 Amazon Ad Server, allow any of its
employees or contractors 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 Amazon Ad Server, its
Affiliates, and their 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 ofany third-party claim or action related to Customer’s or any Third-Party User’s breach of any of the obligations andwarranties set forth in Section 7 (Customer Responsibilities), any other representations, warranties, terms, conditions, orobligations of Customer as provided in this Agreement, or the Customer Materials. The foregoing obligations areconditioned on Amazon Ad Server: (a) notifying Customer promptly in writing of such action (provided that the failure toprovide prompt notice will only relieve the Customer of its obligation to the extent that it is materially prejudiced by such
failure and can demonstrate such prejudice); (b) permitting Customer to control the defense thereof and any related
settlement negotiations upon Customer’s written notice to Amazon Ad Server of Customer’s intention to indemnify; and(c) cooperating and, at Customer’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 Amazon
Ad Server’s prior written consent. Amazon Ad Server 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 Amazon Ad Server shalldeem necessary or appropriate to protect its interests.
8. Amazon Ad Server Responsibilities.
8.1 Amazon Ad Server Representations. Amazon Ad Server 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 incompliance with all applicable Laws.
8.2 Indemnification by Amazon Ad Server. Amazon Ad Server agrees to indemnify, defend, and hold harmless Customer,
its Affiliates, and their respective officers, directors, employees and agents from and against any and all Losses, arising outof 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 Amazon
Ad Server promptly in writing of such action (provided that the failure to provide prompt notice will only relieve Amazon
Ad Server of its obligation to the extent that it is materially prejudiced by such failure and can demonstrate such prejudice);(b) permitting Amazon Ad Server to control the defense thereof and any related settlement negotiations; and (c)cooperating and, at Amazon Ad Server’s request and expense, assisting in such defense. Without limitation of theforegoing, if the System or Services become, or in Amazon Ad Server’s sole opinion are likely to become, the subject of an
infringement claim, Amazon Ad Server 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 returnof any deliverables provided as a result of the Services, and/or (iv) terminate this Agreement or the applicable Order, inwhole 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, Amazon Ad Server 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 the Services in combination with products,
equipment, software, data, or other materials not supplied by Amazon Ad Server; (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 Amazon Ad Server has notified
Customer to discontinue such use. THIS SECTION 8.2 STATES AMAZON AD SERVER’S ENTIRE LIABILITY AND CUSTOMER’SEXCLUSIVE 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 Amazon Ad Server 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 Amazon Ad Server without setoff or counterclaim, and without any deduction orwithholding. Customer authorizes Amazon Ad Server 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 Amazon Ad Server and Customer in an MSA or Order orprovided for in Section 15.3 (Sales Partners), Amazon Ad Server shall invoice Customer on a monthly basis, and paymentof Amazon Ad Server invoices shall be due to Amazon Ad Server within net thirty (30) days of the invoice date and shallbe made by wire transfer or other method approved by Amazon Ad Server. Customer agrees to pay Amazon Ad Server
such Fee amounts in the applicable local currency invoiced by Amazon Ad Server, or such other currencies as Customer
and Amazon Ad Server may mutually agree from time to time. Customer agrees to provide Amazon Ad Server with anauthorized email address so that Amazon Ad Server may transmit invoices via email delivery. Amazon Ad Server 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 Amazon Ad Server’s then-applicable standard rates. If Customer uses any Services for which the Fees are
not specified in an MSA or Order or provided for as described in Section 15.3, then the Fees for such Services will be
Amazon Ad Server’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 exclusiveof applicable taxes and duties, including, without limitation, VAT, excise taxes, sales and transaction taxes, and grossreceipts taxes (“Indirect Taxes”). Customer will provide such information to Amazon Ad Server as reasonably required todetermine whether Amazon Ad Server is obligated to collect Indirect Taxes from Customer. Amazon Ad Server shall notcollect, and Customer shall not pay, any such Indirect Tax or duty for which Customer furnishes Amazon Ad Server aproperly completed exemption certificate or a direct payment permit certificate or for which Amazon Ad Server may claim
an available exemption from Indirect Tax. All payments made by Customer to Amazon Ad Server 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 arenecessary so that the net amount received by Amazon Ad Server is equal to the amount then due and payable under thisAgreement. Amazon Ad Server will provide Customer with such tax forms as are reasonably requested in order to reduceor eliminate the amount of any withholding or deduction for taxes in respect 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 thepredefined 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 ofan Order by Customer, Customer will pay Amazon Ad Server at the applicable rates for professional, creative, and otherrelated services rendered through the date of termination, cancellation, or “stop serving” setting, regardless of thenumber of impressions served.
9.6 Nonpayment. If Customer fails to pay any amount payable by it under this Agreement in accordance with Section 9(Fees; Payment), Amazon Ad Server 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 allowed by 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
Amazon Ad Server in collecting any overdue amounts from Customer.
10. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SYSTEM, AND THE SERVICES ARE PROVIDED“AS IS” AND ON AN “AS AVAILABLE” BASIS AND AMAZON AD SERVER 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 EXTENT PROHIBITEDBY APPLICABLE LAW, AMAZON AD SERVER 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. AMAZON AD SERVER WILL NOT BE HELD RESPONSIBLE
FOR: (A) ANY ERRORS OR INACCURACIES IN ANY CUSTOMER MATERIALS OR SITE CONTENT; (B) SERVICE INTERRUPTIONSDUE TO FACTORS REPRESENTING INHERENT RISKS ASSOCIATED WITH THE USE OF ELECTRONIC COMMUNICATIONS,INCLUDING NETWORK 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 CONTENTOR OTHER MATERIALS, DATA, IMAGES, SOUNDS, TEXT INFORMATION, OR CONTENT. AMAZON AD SERVER 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. AMAZON AD SERVER 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 HARMFUL COMPONENTS. IN ADDITION, AMAZON AD SERVER MAKES NO PROMISES THATTHE SYSTEM OR THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS OR THAT CUSTOMER WILLACHIEVE ANY PARTICULAR RESULT FROM USING THE SYSTEM OR THE SERVICES.
11. Limitation of Liability. IN NO EVENT (TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW) WILL (A) AMAZONAD SERVER BE 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) AMAZON AD SERVER’S LIABILITY
FOR DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO AMAZON AD SERVER
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 Amazon Ad Server 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 such proceeding isinstituted against the other party (and not dismissed within ninety (90) days). Amazon Ad Server may also terminate thisAgreement 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 (Amazon Ad Server

Responsibilities) and 10 (Disclaimer) through 15 (Contracting Entities; Governing Laws; Jurisdiction) of these Terms of Use,
will survive the completion, expiration, termination, or cancellation of this Agreement for any reason. Without derogatingfrom the above, Amazon Ad Server also reserves the right to suspend and/or terminate any and all Customers’ Accounts
after ninety (90) days of inactivity.
13. Force Majeure. Amazon Ad Server 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 Amazon Ad
Server may modify these Terms of Use at any time by posting such modification on the System or applicable Amazon Ad
Server website or by notifying Customer by email, and such revised Terms of Use will supersede and replace all earlier
versions. Any such changes will be effective upon the posting, and Customer is responsible for informing itself of all
applicable changes or notices. If Customer does not agree to any such modification, its sole remedy is to terminate thisAgreement upon written notice to Amazon Ad Server. 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 THIRDPARTY USERS OF ANY SUCH MODIFIED VERSION OF THESE TERMS OF USE. These Terms of Use will apply to all MSAs andOrders submitted in connection 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 Amazon Ad Server.
14.2 Notice. Amazon Ad Server may provide notices to Customer, at Amazon Ad Server’s option, by email to the email
address provided by Customer to Amazon Ad Server, by mail to the postal address provided by Customer to Amazon Ad
Server, or by posting on the System or any Amazon Ad Server website to which Customer has access in connection withthis Agreement. It is Customer’s responsibility to ensure that the email address and any other contact and registration
information it provides to Amazon Ad Server is updated and correct at all times during the Term. Changes to Customer’s
contact information should be sent to Customer’s designated Amazon Ad Server service representative, with a copy via
email to Sizmek-Collectors@amazon.com.
14.3 Relationship of the Parties. Customer and Amazon Ad Server are independent contractors and nothing in thisAgreement will give Customer the right, power or authority to create any obligation or responsibility on behalf of Amazon
Ad Server. Except as expressly set forth in this Agreement, neither Customer nor Amazon Ad Server will have any right,
power, or authority to create any obligation or responsibility on behalf of the other and this Agreement is not intended tobenefit, nor will it be deemed to give rise to any rights in, any third party. Notwithstanding the foregoing, Customer
acknowledges and agrees that (a) Amazon Ad Server 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 Amazon Ad Server Contracting Entities, acting on behalfof AEC or ASVB, or AEC or ASVB, acting on its own behalf, from exercising any rights or remedies granted to the Amazon
Ad Server Contracting Entities under this Agreement or applicable Law.
14.4 Assignment. Customer may not assign its obligations under this Agreement without prior written consent of Amazon
Ad Server. Any attempt to assign in violation of this section is void in each instance. Amazon Ad Server may assign thisAgreement (or any of its rights and obligations under this Agreement) (i) to any of its Affiliates; or (ii) in connection withany 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 Amazon Ad Server in exercising any right, power, condition
or remedy under this Agreement will operate as a waiver by Amazon Ad Server, 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 Amazon Ad Server. Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction will, as to such jurisdiction, be ineffective only to the minimum extent necessary without invalidating theremaining 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) which is inconsistent with or penalized under any U.S. Laws, regulations, rules or requirements that
apply to any party to the Agreement.
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 and pluralforms 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 be references to thecorresponding 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 or otherwise affect the interpretationof 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 des parties 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 termsof 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 ofinterpretation.
15. Contracting Entities; Governing Laws; Jurisdiction.
15.1 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.
15.2 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 in any such Other
Account Types, and for any materials supplied by any Other Account Type to Customer’s Account. Even if an Other AccountType is (subject in each case to Amazon Ad Server’s written consent) set up for reporting and payment of Fees incurredon behalf of Customer, e.g., by an agency on behalf of Customer as its advertiser client, Customer remains responsible toAmazon Ad Server for payment of any Fees to the extent not paid by the applicable Other Account Type.
15.3 Sales Partners. Services in certain locales may be provided by third-party resellers (each, a “Reseller”), in accordancewith 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 other terms that may apply
as between Customer and Reseller. Customer acknowledges that any Reseller Agreement is not binding on Amazon Ad
Server, and that Amazon Ad Server will not be responsible for (i) any obligations under a Reseller Agreement, (ii) the acts
or omissions of the Reseller, or (iii) any products or services provided to Customer by the Reseller. Customer is to workwith the Reseller in case of any refund or credit requests or other disputes regarding any services purchased from theReseller. Customer shall comply with the Terms of Use in its use of the System and the Services even if purchased througha Reseller. If Customer purchases Services from a Reseller, Customer acknowledges and agrees that Reseller will haveaccess to Customer’s Account and Customer Data and other information in connection with the Services.
15.4 Contracting Entities. The Amazon Ad Server legal entity providing the Services, the laws governing the interpretationof this Agreement, and the jurisdiction and venue for all disputes hereunder will be determined as follows: This Agreement

is between you and the Amazon Ad Server contracting entity that corresponds with your Territory of Sales, as set forth in
the table below. This Agreement will be governed by the applicable Governing Laws that correspond with the Territory ofSales as specified in the table below, without regard to conflict of laws rules or principles. Customer and Amazon Ad Serverconsent to personal jurisdiction and venue corresponding to the Territory of Sales as specified in the table below, andeach party hereby expressly waives any objection or defense thereto. Customer and Amazon Ad Server 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 Amazon Ad Server will
be made in writing to the applicable Amazon Ad Server Contracting Entity at the corresponding address specified in thetable below, with a copy to: Amazon, Attn: General Counsel, 410 Terry Avenue North, Seattle WA 98109, with a required
copy via email to sizmek-legal@amazon.com. Notices should be sent by certified first-class mail, return receipt requested,
or a nationally recognized delivery service. Notices will be deemed received based on the delivery date shown on thewritten delivery confirmation notice.

Amazon Ad
ServerContracting
EntityAddress

Territory of
Sales

Governing Laws

Jurisdiction and
Venue

AmazonAdvertising
LLC

410 Terry Avenue North, Seattle,
WA 98109 USA

UnitedStates,Brazil,Argentina

The laws of thestate of
Washington

State or Federal
courts in KingCounty,Washington

AmazonAdvertising
Canada, Inc.

120 Bremner Blvd, 26th Floor,
Toronto, ON, M5J 0A8, Canada

CanadaThe laws of thestate of
Washington

State or Federal
courts in KingCounty,Washington

AmazonOnline UK
Limited

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

EuropeThe laws of theGrand Duchy of
Luxembourg

The courts in the
district of
LuxembourgCity

AmazonOnline UK
Limited

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

Any otherlocation nototherwise
listed in thischart

Laws ofEngland andWales

The courts ofEngland andWales located in
London,EnglandLaws of thePeople’sRepublic ofChina (PRC)

The courts of
PRC in Beijing,
except for
Customers
located in Hong
Kong andTaiwan (refer to

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

ChinaSection 15.1
instead)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

MexicoThe laws of thestate of
Washington

State or Federal
courts in KingCounty,Washington