FAQ for Tealium Master Services Agreement
Thank you for taking the time to review this FAQ. It was designed to provide you with helpful
information about Tealium’s customer data platform delivered via our SaaS offering and theaccompanying Master Services Agreement that was drafted to describe unique aspects andfunctionality of the Services (“MSA”). This FAQ is provided for informational purposes only anddoes not form part of the contract being contemplated between the parties.
The Tealium Services
What am I buying?
The platform is provided to all our customers on a shared architecture, code base, and infrastructure(multi-tenant cloud). Because of the multi-tenant nature of the platform, we can’t provide custom
service offerings or change our policies or procedures for individual customers. It is important that
our customers understand that they are purchasing a subscription to existing cloud-based services
which can be used across any industry.
What if I purchase a private cloud instance of the platform?
Private cloud customers are not in a shared architecture but the code base and infrastructure are
the same as those in the multi-tenant cloud. Similarly, we do not provide custom service offerings
or change our policies or procedures for individual customers.
What am I not buying?
Tealium does not provide customized software, work for hire, deliverables owned by our customers,
or bespoke software. Tealium does not provide industry-specific services or personal services.
Pricing.
All costs and the payment schedule will be listed in the service order. The platform is provided ona standard “pay in advance” subscription service, with the payment based on annual volume
purchased (as opposed to seats or users). If you exceed the annual volume purchased, you will
be charged for “Overages” as set forth in your service order. Implementation and training costs are
separate.
Why use the Tealium MSA?
Specially crafted documents. As described in this FAQ, the platform is based on a multi-tenant“one-for-all” model. Our MSA was carefully drafted to accommodate and describe the uniquefeatures of the platform, including definitions and descriptions of our products, our security andprivacy measures, our SLAs etc. We regularly review our MSA and have created a fair andbalanced agreement based on customer feedback and industry accepted positions.
The Service Order contains the specifics of what Services you are purchasing, including thevolume and time commitment, along with invoice schedules and payment timeframes. When we
perform implementation services, or training services, we may include a Statement of Work that
contains some additional terms and details about the scope of those services.
What is the structure of the MSA?
Our MSA, together with applicable Service Orders and Statements of Work, contain the legal terms
that govern our relationship, including (i) the definitions we use to describe the platform and related
services, (ii) warranties, (iii) provisions about intellectual property, (iv) confidential information
obligations (v) indemnity, and (vi) insurance.
The MSA will also include other documents as referenced or attached:

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•
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The Service Level Agreement (“SLA”) contains our commitment to availability across ourplatform, and your remedies in the unlikely event we do not meet our commitment.
The Data Security Statement (“DSS”) contains details of the technical and organizational
measures designed to protect your data.
The Data Processing Agreement (“DPA”) contains details of our data processing
commitments in compliance with applicable privacy laws and regulations.
The Business Associate Agreement (“BAA”), if applicable, contains details of ourcommitments within our HIPPA-compliant environments.

Can the Tealium MSA be modified? We anticipate that customers may want to talk through our
documents to understand our positions, but our expectation is that no modifications are needed to
our MSA. We have carefully crafted our documents to reflect our policies and procedures while
being fair and balanced to our customers. Tealium is unable to apply, for example, different security
terms to only your specific account. Our indemnification and limitation of liability have been
specifically balanced to reflect an acceptable risk based on the underlying transaction and we areunable to approve a higher risk level on an individual basis. Our service levels and delivery
methods are standard across all of our products and we cannot change our processes or levels forjust one customer. For specific changes to payment and other commercial terms, your Tealium
representative can discuss available options.

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Tealium Inc.
Master Services Agreement
This Master Services Agreement (“MSA”) is entered into by and between Tealium Inc., a Delaware
corporation (“Tealium”) and the customer identified in the “Tealium Inc., Master Services
Agreement (“MSA”) - Signature Page” document (“Customer”).
Accepted and agreed as of the Effective Date by the authorized representative of each party:
1. Definitions. The following defined terms are used in this MSA:
“Affiliate” means an entity controlled by, controlling, or under common control with, a Party.
“Authorized Usage Level” means the maximum number of Sessions, Events, Attributes, or otherusage units (as specified on the applicable Service Order) that can be initiated using the Services
without incurring an Overage Fee.
“Code” means any and all HTML code, JavaScript, mobile SDK or other computer language code
or instructions that Tealium provides to Customer in conjunction with the Services. The Code will
be deemed part of the Tealium Technology, as such Technology is defined below.
“Code of Conduct” means Tealium’s Code of Ethics and Business Conduct located at:https://tealium.com/download/tealium-code-of-ethics-business-conduct/“Collect Tag” means the single, specific piece of Code that enables the collection of data from
Digital Properties and transmission of that data to the Services.
“Confidential Information” means any information disclosed by one Party to the other in writing
and marked “confidential”, or which should, under the circumstances, be understood to be
confidential by a person exercising reasonable business judgment. Confidential Information
includes without limitation: (a) matters of a technical nature such as trade secret processes ordevices, know-how, data, formulas, inventions (whether or not patentable or copyrighted),
specifications and characteristics of products or services planned or being developed, and researchsubjects, methods and results; (b) matters of a business nature such as information about costs,
profits, pricing, policies, markets, sales, suppliers, customers, product plans, and marketing
concepts, plans or strategies; (c) matters of a human resources nature such as employment
policies and practices, personnel, compensation and employee benefits; (d) other information of asimilar nature not generally disclosed by disclosing Party to the public; (e) information provided byeither Party in connection with any request for proposal or similar process initiated by Customer;and (f) Customer Data.
“Connector” means a connection between Tealium servers and a Customer-selected vendor’sservers as implemented in connection with the Tealium AudienceStream or EventStream Services.
“Customer Data” means electronic data and information submitted by or for Customer to theServices including enhancement and output thereof derived from use of the Services. For the
avoidance of doubt, Customer Data may include Personal Data and Visitor Profile Data.
“Data Retention Period” means the period of time that Event-related or audience-related data will
be retained in a Customer-selected Tealium data storage Service. Customer Data will be retained
for the Data Retention Period specified in the applicable Service Order. For the Tealium
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Data Retention Period is 13 months. For the AudienceStore and EventStore Services, the Data
Retention Period is 30 days.
“DPA” means the data processing agreement agreed between the parties, or if none is agreed
then the Data Processing Addendum located at:https://tealium.com/download/legal-americas-cpp-2024/“DSS” means the Data Security Statement located at:https://tealium.com/download/legal-americas-cpp-2024/“Digital Property” means a domain, native app, mobile app, connected device, or digital instanceon which the Services are deployed that are (a) owned and administered by Customer, (b) owned
by an Affiliate of Customer and administered by Customer, or (c) owned and administered by an
Affiliate authorized to use the Services pursuant to this MSA.
“Documentation” means Tealium's published technical documentation and usage guides for theapplicable Service made available in Tealium’s online help files or through the Services.
“Force Majeure” means any cause beyond such Party’s reasonable control, including but notlimited to the weather, unavailability of utilities or communications services (including access to theInternet), civil disturbances, acts of civil or military authorities, or acts of God.
“Malicious Code” means computer instructions or software code whose purpose is to disrupt,
damage or interfere with the Services or any Party’s computer or communications systems,
networks, facilities or equipment, or to provide unauthorised access to such systems, networks,
facilities or equipment. Examples of Malicious Code include, without limitation, any code containing
viruses, Trojan horses, worms, traps, spyware, back doors, disabling devices or similar destructivecode or code that self-replicates.
“Non-Tealium Products” means third party systems or services with which Customer may havethe ability to connect, many of which may be listed on the Tealium website (which list may varyfrom time to time) under “integrations” or “marketplace”.
“Overage Fee” means the fee or fees identified on the applicable Service Orders that will apply if
Customer's use of the Services exceeds the Authorized Usage Level.
“Parties” means Tealium and Customer and “Party” means either one of them, as context
requires.
“Personal Data” has the meaning set forth in applicable law or regulations relating to thecollection, use, storage or disclosure of information about an identifiable individual, or if nodefinition, means information about an individual that can be used to identify, contact or locate a
specific individual, or can be combined with other information that is linked to a specific individual
to identify, contact or locate a specific individual.
“Prohibited Data” means Personal Data whose unauthorized disclosure or use could reasonably
entail a serious potential security or privacy risk for a data subject, including but not limited togovernment issued identification numbers such as national insurance numbers, passport numbers,
driver’s license numbers, or similar identifier, or credit or debit card numbers, medical or financial
information, biometric data, and/or financial, medical or other account authentication data, such as
passwords or PINs.
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“Security Incident” means a breach of security leading to the accidental or unlawful destruction,
loss, alteration, unauthorised disclosure of or access to Customer Data, but does not include any
Unsuccessful Security Incident.
“Services” means any and all subscription or recurring services, including use of the Code,purchased by Customer as specified in one or more Service Orders and provided by Tealium under
this MSA.
“Service Order” means a service order or order form, including any attachments, that is signedby Tealium and Customer, which sets forth the Services and Technical Services to beprovided/performed by Tealium, the price, the payment terms, the Authorized Usage Level(s), theterm of the Service Order (“Service Term”), and other relevant terms.
“Service Data” means the statistical data derived from the operations of the Services, including
without limitation, the number of records in the Services, the number and types of transactions,configurations and reports processed in the Services and the performance results for the Services.
Service Data shall not include any Customer Data or User Data.
“SLA” means the Tealium Service Level Addendum located at:https://tealium.com/download/legal-americas-cpp-2024/“SOW” means a statement of work agreed by the Parties describing the Technical Services to be
performed, and any related dependencies, technical specifications or other information.
“Tealium Systems” means the data centers, servers, networking equipment, applications andhost software systems (e.g. virtual firewalls) that are within the control of Tealium or its subprocessors and are used to provide the Services.
“Technical Services” means certain implementation, deployment, configuration, consulting,training, professional, and educational services, and project management performed by Tealiumthat may be described in an SOW or Service Order and subject to this MSA.
“Technology” means any proprietary technology, including internet design, content, softwaretools, hardware designs, algorithms, software (in source and object forms), user interface designs,
architecture, class libraries, objects, and documentation (both printed and electronic), know-how,trade secrets, and any related intellectual property rights (including without limitation copyright,
patent, trade secret, and trademark rights) throughout the world and any derivatives,
improvements, enhancements, or extensions of such technology conceived, reduced to practice,or developed during the Term by the owner of such technology.
“Unsuccessful Security Incident” means an unsuccessful attempt or activity that does notcompromise the security of Customer Data, including (without limitation) pings and other broadcast
attacks on firewalls or edge servers, port scans, unsuccessful log-on attempts, denial of service
attacks, packet sniffing (or other unauthorized access to traffic data that does not result in accessto Customer Data) or similar incidents.
“User Data” means the login details and contact information of the authorised users of the Services
and such users’ preferences and activities within the Services.
“Visitor” means an individual or entity that accesses Digital Properties on which the Services are
implemented.

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“Visitor Profile Data” means data concerning Visitors derived from Customer Data processedwith Tealium’s AudienceStream Service.
“Visitor Profile Term” means the trailing period of time in which a Visitor must visit a Digital
Property in order to be included in a given set of Visitor Profile Data. If a specific Visitor Profile
Term is not defined on a given Service Order, the applicable Visitor Profile Term will be the thirteen(13) month period immediately preceding the time of measurement. This definition applies to the
AudienceStream Services.
2. Services, Service Levels and Customer Assistance.
2.1 Services. Each Service Order specifies an Authorized Usage Level and Service Term(s).
Customer will either (a) ensure that use of the Services does not exceed its Authorized Usage
Level or (b) if use of the Services exceeds the Authorized Usage Level, it will pay the Overage
Fees according to the terms of the applicable Service Order.
2.2 Use of Services.
Customer is authorised to use the Services with respect to all Digital Properties in accordance withthis MSA. If Customer purchases any Services without also purchasing Tealium iQ Services,
Customer may deploy the Collect Tag only for transmitting data to Tealium.
Tealium grants Customer a limited, non-exclusive, non-transferable (with no right to sublicense)right and license to copy the Code only for insertion in Digital Properties for use in connection with
the Services. Tealium does not grant any other rights to the Code. Tealium reserves all rights not
expressly granted under this MSA, and there are no implied rights granted by Tealium hereunder,whether by estoppel or otherwise.
2.3 Affiliate Use of the Services. Subject to Tealium’s consent, Affiliates may purchase Services
from Tealium by executing a Service Order which is governed by the terms of this MSA. This will
establish a new and separate agreement between the Affiliate and Tealium. If the Affiliate resides
in a different country than Customer, then the Service Order may include modifications to terms
applicable to the transaction(s) (including but not limited to tax terms and governing law).
2.4 Service Level Agreement. Tealium will provide the Services in accordance with the terms set
forth in the SLA. The remedies set forth in the SLA are Tealium’s sole liability, and Customer’s soleand exclusive remedy, for any failure of Tealium to provide the Services in accordance with theperformance metrics set forth in the SLA.
2.5 Customer Assistance. Customer will supply Tealium personnel with such information,
resources, and assistance as Tealium may reasonably request in order to provide the Technical
Services. Customer acknowledges and agrees that Tealium’s ability to successfully perform theTechnical Services in a timely manner is contingent upon its timely receipt from Customer of suchinformation, resources and assistance as may be reasonably requested by Tealium. Tealium will
have no liability for deficiencies or delays in the Services resulting from the acts or omissions of
Customer, its agents, or employees or performance of the Services in accordance with Customer’s
instructions.
2.6 Regions. Customer may specify the location(s) where Customer Data, not including User Data,
will be hosted at rest within the Tealium Systems. The list of hosting locations can be found at
Tealium Sub-Processors Page as updated by Tealium from time to time (each a “Region”). As of
the Effective Date, the Regions include the following countries: (i) USA, (ii) Ireland, (iii) Germany,
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(iv) Japan, (v) Australia, and (vi) Hong Kong. Once Customer has made its choice during
deployment of the Services, Tealium will not transfer the at-rest hosting of Customer Data from
Customer’s selected Region(s) except under Customer’s further instructions or as necessary tocomply with the law or a valid and binding order of a law enforcement agency (such as a subpoena
or court order). User Data is hosted in the USA.
2.7 Code of Conduct. Tealium will ensure that it complies with its Code of Conduct at all times
during the Term of this MSA. Tealium will provide Customer with documentary evidence ofTealium’s compliance with its Code of Conduct as may be reasonably requested from time to timeby Customer.
3. Non-Tealium Products or Services. The Services include the ability to connect to andexchange data with Non-Tealium Products. Tealium does not support Non-Tealium Products, andCustomer decides whether or not to enable them. Any use of Non-Tealium Products in connection
with the Services is solely between Customer and the applicable third party provider. If Customer's
use of the Services includes use of Connectors, then Customer covenants that (a) it has acontractual relationship with the vendor giving Customer the right to exchange Customer Data withsuch vendor through a Connector, and (b) it will comply with all obligations and restrictions imposedby such vendor. Customer acknowledges that modification and connectivity of the vendor specific
API is controlled by such vendor. Tealium will have no responsibility for any Customer Data sent to
Non-Tealium Products beyond the demarcation point of the Tealium Systems.
4. Payments.
4.1 Invoices. Customer will pay the undisputed fees set forth in the invoices in the amounts and at
the times stated in each Service Order. Customer will pay any fees incurred pursuant to Section
12.4. Any payment not received when due will accrue interest on the outstanding amount at thegreater of (i) a rate of four percent (4%) per annum above the base rate of the Bank of Englandfrom time to time; or the rate as prescribed by the Late Payment of Commercial Debts (Interest)
Act 1998, calculated on a daily basis. Customer will pay to Tealium the interest together with theoverdue amount.
4.2 Taxes. All sums payable under this MSA are exclusive of: (a) VAT, GST or any relevant local
sales or use taxes; (b) income taxes assessed by any governmental agencies, including, but notlimited to withholdings and royalties; and (c) other taxes and similar fees imposed on the deliveryof Services, (collectively "Taxes"). Customer will be responsible for the payment of all Taxes except
for taxes on Tealium’s income.
4.3 Expenses. Unless otherwise specified in the applicable Service Order, Customer agrees toreimburse Tealium for pre-approved travel, lodging and meal expenses incurred in the course ofproviding Technical Services at any location other than Tealium’s site in accordance with
Customer’s travel expense policy.
5. Intellectual Property.
5.1 Customer Proprietary Rights. Customer Data is owned by Customer. Customer Data is
Customer Confidential Information. Tealium may use Customer Data only as reasonably necessary
for Tealium (a) to provide the Services, (b) to prevent or address support, security and technicalissues, (c) to comply with the terms of this MSA, and (d) as otherwise permitted by Customer.

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Neither this MSA nor its performance transfers from Customer to Tealium any ownership in
Customer Data or Customer Technology.
5.2 Tealium Proprietary Rights. Tealium, or its licensors, retains all right, title and interest in andto the Services including all Technology that is a part of the Services or that Tealium makes,
develops, conceives or reduces to practice, whether alone or jointly with others, in the course ofproviding the Services. Tealium Technology includes, without limitation, any models createdthrough the use of machine learning and all algorithms developed by Tealium. All Tealium
Technology is Tealium Confidential Information. All suggestions, enhancement requests, feedback,recommendations, and other input provided by Customer relating to the Services or Tealium
Technology will be owned by Tealium. Neither this MSA nor its performance transfers from Tealium
to Customer any Tealium Technology.
5.3 Service Data. Tealium may collect and use Service Data to monitor performance of theServices, monitor and measure Customer’s usage, and develop, improve, support, and operate its
products and Services.
5.4 User Data. As part of the Services provided to the Customer, Tealium collects and uses User
Data: (a) to allow authorized users to access and use the Services and communicate with Tealium
regarding the Services; and (b) to develop, improve, support, and operate Tealium’s products andservices.
6. Confidentiality.
6.1 Obligations. Each Party agrees that it will (a) hold the other Party’s Confidential Information in
confidence using the same standard of care it uses to protect its own confidential information of asimilar nature, but in no event less than reasonable care; (b) not disclose the Confidential
Information of the other to any third party without the other Party’s prior written consent, except as
expressly permitted under this MSA; (c) limit access to the other’s Confidential Information to thoseof its employees or agents having a need to know who are bound by obligations of confidentiality
and non-use at least as restrictive as those set forth herein; and (d) use the other Party’s
Confidential Information solely to perform its obligations or receive its benefits under this MSA. The
obligations set forth in this Section 6 will apply during the Term set forth in Section 12.1 and willcontinue for a period that will end five years after the expiration or termination of this MSA, or, inthe case of trade secrets, for so long as the information constitutes a trade secret under applicablelaw. Following termination of this MSA or upon request of the disclosing Party, all Confidential
Information in any form and any copies thereof in the custody and control of the receiving Party will
be deleted, destroyed or returned.
6.2 Exclusions. The restrictions on the use and disclosure of Confidential Information will not apply
to any Confidential Information, or portion thereof, which (a) is or becomes publicly known throughno act or omission of the receiving Party; (b) is lawfully received from a third party without restriction
on disclosure; (c) is already known by the receiving Party without a duty of confidentiality at thetime it is disclosed by the disclosing Party, as shown by the receiving Party’s written records; or (d)is independently developed by the receiving Party without reference to the disclosing Party’s
Confidential Information, as shown by the receiving Party’s written records. Notwithstanding theforegoing, either Party may make disclosures as required by a court of law or any governmental
entity or agency, including but not limited to disclosures required by the Securities and Exchange
Commission of the United States or any similar authority in any other country, provided that, to theextent permitted under applicable law, such Party provides the other with reasonable prior notice
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to enable such Party to seek confidential treatment of such information; and either Party may
disclose the terms and conditions of this MSA to potential investors, acquisition partners and its
legal counsel and accountants in connection with a proposed financing or acquisition, provided thateach such third party is bound by confidentiality obligations at least as restrictive as those set forth
herein.
6.3 Injunctive Relief. Each Party acknowledges that a breach or threatened breach of this Section
6 would cause irreparable harm to the non-breaching Party, the extent of which would be difficult
to ascertain. Accordingly, each Party agrees that, in addition to any other remedies to which a Party
may be legally entitled, the non-breaching Party will have the right to seek immediate injunctive orother equitable relief without proving damages or posting a bond in the event of a breach of thisSection 6 by the other Party or any of its employees or agents.
7. Customer’s Warranties.
7.1 Customer Affirmative Warranties. Customer warrants that it will use the Services only inaccordance with this MSA (including all addenda) and in accordance with all applicable laws andgovernment regulations. Customer will use the Services only for its own and its Affiliates’ (asapplicable) internal business operations and only on Digital Properties. Customer is responsible forproperly (a) configuring the Services, (b) using the controls available in connection with theServices (including the security controls), and (c) taking such steps as Customer considers
adequate to maintain appropriate security, protection, deletion, and backup of Customer Data,
which may include use of encryption technology to protect Customer Data from unauthorizedaccess, and routine archiving of Personal Data. Customer warrants that it has conducted areasonable investigation of Tealium’s information security program including Tealium’s
administrative, logical and physical data security controls described in the DSS and that suchmeasures are consistent with Customer’ information security requirements.
7.2 Customer Negative Warranties. Customer warrants that it will not do, or permit any third party
to do, any of the following: (a) make the Services available for use by or for the benefit of any third
party (other than Customer's contractors or consultants acting on behalf of Customer); (b) modify,
reverse engineer, disassemble, decompile, reproduce, or create derivative works from the Services
or Tealium Technology; (c) use or access the Services in order to develop a competitive or similar
product or service or otherwise copy any features or functions of the Services; (d) interfere with or
disrupt or attempt to interfere with or disrupt the integrity or the performance of the Services; (e)gain or provide unauthorised access to the Services or its related systems or networks; (f) introduce
into the Services, the Tealium Technology, or the Tealium Systems or computer network any
Malicious Code, either directly or through a third party to whom Customer provides or from whom
Customer receives Customer Data.
7.3 Data Protection Warranties. Customer has the sole responsibility for the accuracy, quality,
and legality of Personal Data and the means by which it acquired Personal Data. Customer
warrants that it will not transmit to Tealium nor require Tealium to process any Prohibited Data. In
the event that Customer causes Personal Data to be processed under this MSA, Customer
warrants that it will comply with all applicable laws and regulations, or any equivalent, applicablelegislation. Customer agrees that it has the authorization necessary for Personal Data to beprocessed pursuant to this MSA, prior to transfer to Tealium. Customer warrants that it will establish
user login credentials such as usernames, passwords and PINs (“Account Credentials”) for
Customer’s authorised users to access and use the Services. Customer is solely responsible for
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protecting the confidentiality of Customer’s Account Credentials and Tealium will have no liability
for any access to Customer’s account unless such access is caused by Tealium’s breach of thisMSA.
7.4 Acceptable Use Policy. Customer may not use, or facilitate or allow others to use, theServices: (a) for any illegal or fraudulent activity; (b) to violate the rights of others; (c) to threaten,
incite, promote, or actively encourage violence, terrorism, or other serious harm; (d) for any content
or activity that promotes child sexual exploitation or abuse; (e) to violate the security, integrity, oravailability of any user, network, computer or communications system, software application, or
network or computing device; (f) to distribute, publish, send, or facilitate the sending of unsolicited
mass email or other messages, promotions, advertising, or solicitations (or “spam”); (g) in a mannerthat adversely affects the performance of the Tealium Systems, degrades the performance of theServices for other Tealium customers, or causes a Spike (as defined below).
Tealium may investigate any suspected violation of this Section and remove or disable access toany content or resource that violates this Section. Customer agrees to cooperate with Tealium toremedy any violation.
When determining whether there has been a violation of this Section, Tealium may consider
Customer’s ability and willingness to comply with this Section, including the policies and processes
Customer has in place to prevent or identify and remove any prohibited content or activity.
If Customer becomes aware of any violation of this Section, Customer will immediately notify
Tealium (at legal@tealium.com) and provide Tealium with assistance to stop or remedy theviolation.
7.5 Spike Notification. Customer agrees to provide Tealium with written notice of an anticipatedincrease in usage that is ten times or greater than Customer’s average daily traffic over thepreceding 30 days (a “Spike”) no later than 48 hours before the occurrence of a Spike. If the Spikeis unanticipated, each Party agrees to notify the other Party immediately upon becoming aware ofa Spike and will work together to resolve the impact of such Spike to the Services.
8. Tealium Warranties.
8.1 Tealium Affirmative Warranties. Tealium warrants that it will (a) perform the Technical
Services in a professional and workmanlike manner in accordance with recognised industry
standards; (b) provide the Services substantially in accordance with the Documentation; (c) makethe Services available in accordance with Tealium’s obligations under applicable laws andgovernment regulations, including any applicable privacy laws; and (d) not introduce into
Customer’s system or computer network any Malicious Code.
8.2 Data Security and Privacy Warranty. Tealium warrants that it will maintain an information
security program in accordance with the DSS. Tealium warrants that it will process Personal Datain accordance with the DPA.
8.3 Notice of Warranty Deficiencies. Customer must notify Tealium of any warranty deficiencies
under Section 8.1(a) above within 60 days after performance of the relevant Technical Services.
The sole remedy for breach of Section 8.1(a) is Tealium will correct the non-conforming Technical
Services at no additional charge to Customer. Regarding any Technical Services performed by
Tealium that are advisory, no specific result is assured or warranted by Tealium. The remedy forbreach of Sections 8.1(b), (c) and (d) is that Tealium will cure or remediate the breach within a
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reasonable time after notice from Customer of the breach, and if Tealium is unable to cure or
remediate the breach within a reasonable time then Customer may terminate the Service Order forthe affected Service and receive a refund of prepaid, unearned fees.
8.4 Disclaimer. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN SECTION 8.1
AND 8.2 ABOVE AND AS PROVIDED IN THE SLA, THE SERVICES ARE PROVIDED SOLELYON AN “AS IS,” AND ON AN “AS AVAILABLE BASIS” WITHOUT REPRESENTATIONS OR
WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE
LAW, TEALIUM EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS,IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, OR
FITNESSFORA
PARTICULARPURPOSE,NONINFRINGEMENT, AND THAT THE OPERATION OR USE OF THE SERVICES WILL BE
UNINTERRUPTED OR ERROR-FREE NOR DOES TEALIUM WARRANT THAT IT WILL REVIEWCUSTOMER DATA FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN CUSTOMERDATA WITHOUT LOSS. TEALIUM DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO
NON-TEALIUM PRODUCTS AND SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS,SERVICE FAILURE OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND
ELECTRONIC COMMUNICATIONS GENERALLY.
9. Insurance. During the Term, Tealium agrees to maintain in force at least the following insurance
coverage: (a) Commercial General Liability coverage, including coverage for products andcompleted operations, coverage for liability arising from premises, operations, personal injury andbroad form contractual liability with minimum limits of one million dollars ($1,000,000) per
occurrence and two million dollars ($2,000,000) in the aggregate, and such coverage will be
primary and non-contributory; (b) Excess or Umbrella Liability coverage with a minimum limit offour million dollars ($4,000,000) per occurrence and in the aggregate, and such coverage will be
primary and non-contributory; (c) Worker’s Compensation with statutory limits required by the lawsof each state exercising jurisdiction over Tealium’s personnel engaged in performing services under
this MSA, but in no event less than one million dollars ($1,000,000) for bodily injury by accident or
disease; (d) Business Automobile Liability coverage, covering use of all owned, non-owned andhired vehicles, for bodily injury and property damage with a combined minimum limit of one million
dollars ($1,000,000) per occurrence, and such coverage will be primary and non-contributory;(e) Crime coverage including computer fraud and employees dishonesty coverage for Tealium
employees, officers and agents both on-premises and off-premises with a limit of at least five
hundred thousand dollars ($500,000) per occurrence; (f) Professional Liability coverage (errors andomissions) with a limit of five million dollars ($5,000,000) per occurrence or wrongful act and in theaggregate, which includes multimedia liability, security and privacy liability, network protection,
cyber extortion, cyber crime and breach event coverage. The foregoing coverage limits are
expressed in U.S. dollars and will be maintained with insurers having an A.M. Best rating of A- or
better or an equivalent rating from a recognised insurance company rating agency. Tealium will
provide certificates of insurance showing types of insurance and policy limits upon request.
10. Indemnification Obligations.
10.1 Tealium Indemnity of Customer. Tealium will defend, at its expense, a third party action,
suit, or proceeding (a “Claim”) against Customer and its directors, officers, and employees (the“Customer Indemnified Parties”) to the extent such Claim alleges that the Services infringe an
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intellectual property right of a third party when used in accordance with this MSA. In addition,
Tealium will indemnify the Customer Indemnified Parties for all losses, damages, and expenses(including reasonable legal fees) finally awarded to a third party by a court of competent jurisdiction
or agreed to by Tealium in a settlement that are directly attributable to such Claim. Tealium will
have no defense or payment obligation or other liability for any Claim arising from: (a) modificationof the Services by anyone other than Tealium or a party authorised in writing by Tealium to modify
the Services; and (b) the combination of the Services with any other products, services, hardware,
software, or other materials (including, without limitation, Non-Tealium Products) if such Services
would not be infringing without such combination.
If Customer’s use of the Services under the terms of this MSA infringes or Tealium determines thatsuch use may infringe, then Tealium, at its sole option and expense, may either (e) procure for
Customer a license to continue using the Services in accordance with the terms of this MSA; (f)replace or modify the allegedly infringing Services to avoid the infringement; or (g) if neither (e) nor(f) are commercially feasible, then terminate the Services and refund any prepaid, unearned
amounts. The provisions of this Section 10.1 constitute Tealium’s exclusive obligation andCustomer’s exclusive remedy for third-party Claims.
10.2 Customer Indemnity of Tealium. Customer will defend Tealium from and against any Claimarising from or relating to Customer’s collection or use of Customer Data or Tealium’s processingof Customer Data in accordance with Customer’s instructions, and will indemnify Tealium for allfines, losses, damages and expenses (including reasonable legal fees) finally awarded against
Tealium or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting fromsuch Claim.
10.3 Indemnification Procedures. Each Party’s indemnification obligations set forth in this Section
10 are conditioned upon (a) the indemnified Party providing the indemnifying Party with information
and assistance for the defense of such Claim including any settlement, (b) the indemnifying Party
being notified promptly in writing of the Claim (provided that failure to provide such prompt notice
will not relieve the indemnifying Party from its liability or obligation hereunder, except to the extent
of any material prejudice as a direct result of such failure), and (c) the indemnifying Party havingsole control of the defense of such Claim and all negotiations for its settlement or compromise(provided, however, the Indemnified Party will have the right to participate in the defense of such
Claim at its own expense, and that the indemnifying Party must obtain the prior written consent of
the indemnified Party before settling a Claim against the indemnified Party to the extent that such
settlement fails to fully release the indemnified Party from liability for the Claim or includes anadmission of guilt or payment by the indemnified Party).
11. Limitation of Liability.
11.1 GENERAL LIABILITY CAP: NEITHER PARTY’S AGGREGATE LIABILITY FOR CLAIMSARISING OUT OF THIS MSA OR ITS PERFORMANCE HEREUNDER, WHETHER IN
CONTRACT, TORT, WARRANTY, OR OTHERWISE, WILL EXCEED THE AMOUNT OF FEESPAID OR PAYABLE BY CUSTOMER TO TEALIUM UNDER THE SERVICE ORDER FOR THE
SERVICES GIVING RISE TO SUCH CLAIM WITH RESPECT TO THE TWELVE (12) MONTHS
PRECEDING THE CLAIM.
11.2 SUPER CAP: NOTWITHSTANDING THE LIMITATION OF LIABILITY SET FORTH IN
SECTION 11.1, EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY, WHETHERIN CONTRACT, TORT, WARRANTY OR OTHERWISE, WILL NOT EXCEED TWO (2) TIMES THE
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AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO TEALIUM UNDER THE
APPLICABLE SERVICE ORDER WITH RESPECT TO THE TWELVE (12) MONTHS PRECEDINGTHE CLAIM FOR ANY CLAIMS ARISING FROM:(A) A PARTY’S BREACH OF SECTION 6 (CONFIDENTIAL INFORMATION) WITH RESPECT TO
CUSTOMER DATA WHERE SUCH BREACH RESULTS IN A SECURITY INCIDENT; AND(C) ANY BREACH OF TEALIUM’S OBLIGATIONS UNDER THE DSS, DPA, OR SECTION 8.2(DATA SECURITY), (COLLECTIVELY “DATA PROTECTION CLAIMS”).
11.3 EXCEPTIONS: THE LIMITATIONS OF LIABILITY SET FORTH IN 11.1 AND 11.2 ABOVEWILL NOT APPLY TO:(A) CUSTOMER’S PAYMENT OBLIGATIONS;(B) A PARTY’S BREACH OF ITS OBLIGATIONS IN SECTION 6 (CONFIDENTIAL
INFORMATION) (BUT EXCLUDING OBLIGATIONS AND CLAIMS RELATING TO CUSTOMERDATA);(C) CUSTOMER’S KNOWING OR INTENTIONAL BREACH OF SECTION 7.2 (CUSTOMERNEGATIVE WARRANTIES);(D) CUSTOMER’S BREACH OF SECTION 7.3 (DATA PROTECTION);(E) EITHER PARTY’S EXPRESS OBLIGATIONS UNDER SECTION 10 (INDEMNIFICATION);AND(F) EITHER PARTY’S LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCTRESULTING IN AN ACTION IN TORT.
11.4 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR THE SAME EVENT UNDER BOTH
THE GENERAL LIABILITY CAP SET FORTH IN SECTION 11.1 AND THE DATA PROTECTION
CLAIMS CAP SET FORTH IN SECTION 11.2. SIMILARLY, THOSE CAPS SHALL NOT BE
CUMULATIVE; IF A PARTY HAS ONE OR MORE CLAIMS SUBJECT TO EACH OF THOSE
CAPS, THE MAXIMUM TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE SHALL NOT
EXCEED THE DATA PROTECTION CLAIMS CAP SET FORTH IN SECTION 11.2.
11.5 NO CONSEQUENTIAL DAMAGES: NOTWITHSTANDING ANY PROVISION OF THIS MSATO THE CONTRARY, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY, LOSS OF
BUSINESS PROFITS, DEPRECIATION OF STOCK PRICE, LOSS OF DATA, BUSINESSINTERRUPTION, OR OTHER SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR
INDIRECT DAMAGES ARISING FROM OR RELATING TO THE SERVICES, OR OTHERWISE
UNDER THIS MSA, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. THIS
LIMITATION WILL APPLY EVEN IF SUCH PARTY HAS BEEN ADVISED OR IS AWARE OF THE
POSSIBILITY OF SUCH DAMAGES. FOR AVOIDANCE OF DOUBT, EACH PARTY’S LIABILITY
FOR REGULATORY FINES IMPOSED A RESULT OF A PARTY’S BREACH OF ITSOBLIGATIONS WITH RESPECT TO CUSTOMER DATA WILL BE IN PROPORTION TO SUCH
PARTY’S CONTRIBUTION TO THE ACTIVITY GIVING RISE TO SUCH FINE AND WILL BECONSIDERED DIRECT DAMAGES.
11.4 NOTHING IN THIS MSA EXCLUDES LIABILITY FOR: (i) DEATH OR PERSONAL INJURY
CAUSED BY A PARTY’S NEGLIGENCE OR THAT OF ITS OFFICERS, EMPLOYEES,CONTRACTORS OR AGENTS; (ii) FRAUD OR FRAUDULENT MISREPRESENTATION; (iii)
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BREACH OF THE OBLIGATIONS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR (iv) ANY
OTHER LIABILITY WHICH MAY NOT BE EXCLUDED BY LAW.
12. Term and Termination.
12.1 Term. The term of this MSA (the “Term”) begins on the Effective Date and continues until the
expiration of all the Service Terms of all Service Orders unless earlier terminated in accordancewith this MSA. Termination of one Service Order will not affect any other Service Order.
12.2 Termination for Breach. Either Party may terminate a Service Order upon written notice tothe other Party, for any material breach by the other Party if such breach is not cured within thirty(30) days following written notice of such breach from the non-breaching Party. Upon termination
by Customer for Tealium’s breach, Tealium will refund any unearned portion of prepaid usage fees.
12.3 Suspension of Service. In addition to any of its other rights or remedies (including, without
limitation, any termination rights) set forth in this MSA, Tealium reserves the right to suspend
provision of Services upon reasonable notice to Customer (email will suffice); (a) if Customer isthirty (30) days or more overdue on a payment; (b) if Tealium deems such suspension necessary
as a result of Customer’s breach of Section 2.2 or Section 7; (c) if Tealium reasonably determines
suspension is necessary to avoid material harm to Tealium or its other customers, including if theService is experiencing denial of service attacks, mail flooding, or other attacks or disruptions
outside of Tealium’s control; or (d) as required by law or at the request of governmental entities.
12.4 Termination Obligations and Procedure.
A) Upon expiration or termination of an applicable Service Orderall licenses related to the expiredor terminated Service will terminate and Customer must cease all use of such Services. If following
expiration or termination of a Service, Customer continues to send Customer Data to that Service,
Customer will pay for such usage as set forth in Section 12.4 B) below.
B) Upon expiration or termination of the MSA, Customer must remove all copies of Code from all
Digital Properties, (c) In addition to any other rights and remedies Tealium has under this MSA
and/or applicable law, if Customer does not remove the Code or otherwise continues to send
Customer Data to Tealium, following the termination or expiration of this MSA, Customer will pay
for such usage at a rate of 180% of the Subscription Fees specified in the most recent Service
Order(s) as calculated monthly in arrears. Any use of the Services by Customer pursuant to thisSection 12.4 shall be subject to Customer’s obligations and limitations under this MSA as if it had
not expired or terminated.
12.5 Return and Deletion of Customer Data. The Services provide Customer with controls that
Customer may use to retrieve or delete Customer Data at any time. Up to the termination date of
the MSA, Customer will continue to have the ability to retrieve or delete any retained Customer
Data in accordance with this Section. To the extent Customer is unable to retrieve or delete such
Customer Data itself through its use of the Services, Tealium will assist Customer in such retrieval
or deletion upon Customer’s written request. Provided Customer has given notice of termination or
expiration of this MSA, Tealium will delete retained Customer Data within 90 days following thetermination date. In any event, Tealium will delete retained Customer Data within 180 days
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12.6 Survival. Any payment obligations of Customer, and the provisions of Sections 4, 5, 6, 7.2,
7.3, and Sections 10-22 inclusive will survive termination or expiration of the MSA.
13. Notices. All notices permitted or required under this MSA will be in writing, and will be deemed
effective: (a) when delivered by personal delivery, (b) upon receipt for notices delivered byelectronic mail, as evidenced by a record of return receipt confirmation, or (c) three (3) days after
being sent by certified or registered mail or overnight courier. Notices will be sent to the addresses
set forth in the applicable Service Order or such other address as either Party may specify in writingin accordance with this paragraph. To be effective, notices to Tealium must also be sent toLegal@tealium.com, and notices to Customer must also be sent to the email address for Customer
set forth in Customer’s most current Service Order.
14. Law and Jurisdiction. This MSA will be construed and enforced in accordance with the lawsof England & Wales without regard to its conflict of laws principles. The Parties expressly disclaim
the application of the United Nations Convention on the International Sale of Goods to this MSA.
Except for any action for injunctive or other equitable relief (which may be brought at any time inany court of competent jurisdiction), the courts in London, England will have exclusive jurisdiction
to settle any claim that arises out of or in connection with this MSA or its subject matter or formation(including non-contractual disputes or claims), and each Party agrees to personal jurisdiction insuch venue, and waives any objection thereto.
15. Severability; Waiver. If any term or provision of this MSA is held to be invalid or unenforceable
by any court of competent jurisdiction, such provision will be construed to effectuate to the greatest
possible extent the Parties’ expressed intent, and the remainder of this MSA will not be affected
and will remain valid and enforceable. The failure of either Party to exercise or enforce any right orprovision of this MSA will not constitute a waiver of such right or provision, and any waiver granted
by a Party in one instance does not constitute a waiver for other instances.
16. Independent Contractors. The relationship between the Parties is solely that of independent
contractors, and neither Party will have any authority to bind or commit the other. Nothing in thisMSA will be deemed or construed to create a joint venture, partnership, employment, or agency
relationship between the Parties for any purpose.
17. Assignment. Neither this MSA nor any of the rights or duties arising out of this MSA may be
assigned by Tealium or Customer without the prior written consent of the other Party, such consent
not to be unreasonably withheld; except that either Party may, without such consent, assign thisMSA and its rights and duties arising out of this MSA to the transferee, or other successor ininterest, in connection with the sale or transfer of all or substantially all of its assets or in connection
with any reincorporation, merger, acquisition, re-organization, or consolidation. Any attempted
assignment in violation of the foregoing will be void.
18. Headings. The headings used for the sections of this MSA are for information purposes andconvenience only and do not define, limit, construe, or describe the scope or extent of the sections.
19. Entire Agreement. This MSA (including any attachments or exhibits either attached hereto,
incorporated by reference, or that incorporate this MSA by reference) constitutes the entire
agreement between the Parties with regard to the subject matter hereof, and supersedes andreplaces any prior or contemporaneous agreements between the Parties regarding such subject
matter. No oral or written representation that is not expressly contained in this MSA is binding on
Tealium or Customer. This MSA will control over any different or additional terms and conditions in
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any purchase order or other non-Tealium ordering document, and such different or additional terms
and conditions are expressly rejected. Any terms expressly agreed to in a Service Order are solely
applicable to that specific Service Order (unless specifically stated otherwise on such Service
Order). No amendment to this MSA or any Service Order will be binding on either Party unless inwriting and signed by both Parties, or presented by Tealium and accepted by Customer.
20. Third Party Beneficiaries. This MSA does not and is not intended to confer any rights orremedies upon any person or entity other than the Parties and a person who is not a party to thisMSA will not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any
term of this MSA.
21. Force Majeure. Neither Party will be liable for any delay or failure of performance of any
particular obligation under this MSA which delay or failure is caused by a Force Majeure.

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