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 the accompanying Master
Services Agreement that was drafted to describe unique aspects and functionality of the Services (“MSA”).
This FAQ is provided for informational purposes only and does not form part of the contract being
contemplated between the parties.
The Tealium Services
What am I buying?
The platform is provided to our customers on a shared architecture, code base, and infrastructure (multitenant 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 understandthat 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 sameas those in the multi-tenant cloud. Similarly, we do not provide custom service offerings or change ourpolicies 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 on astandard “pay in advance” subscription service, with the payment based on annual volume purchased (asopposed 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 “onefor-all” model. Our MSA was carefully drafted to accommodate and describe the unique features of theplatform, including definitions and descriptions of our products, our security and privacy measures, our
SLAs, etc. We regularly review our MSA and have created a fair and balanced agreement based on
customer feedback and industry accepted positions.
The Service Order contains the specifics of what services you are purchasing, including the volume andtime 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 ofWork, 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 security
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 our commitments
within our HIPAA-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 andbalanced to our customers. Tealium is unable to apply, for example, different security terms to only yourspecific account. Our indemnification and limitation of liability have been specifically balanced to reflect anacceptable risk based on the underlying transaction and we are unable to approve a higher risk level on an
individual basis. Our service levels and delivery methods are standard across all of our products and wecannot change our processes or levels for just one customer. For specific changes to payment and othercommercial 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”).
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 other usage
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 deemedpart of the Tealium Technology, as such Technology is defined below.
“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 andmarked “confidential,” or which should, under the circumstances, be understood to be confidential by aperson exercising reasonable business judgment. Confidential Information includes without limitation: (a)matters of a technical nature such as trade secret processes or devices, know-how, data, formulas,inventions (whether or not patentable or copyrighted), specifications and characteristics of products orservices planned or being developed, and research subjects, methods and results; (b) matters of a businessnature 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 suchas employment policies and practices, personnel, compensation and employee benefits; (d) otherinformation of a similar nature not generally disclosed by disclosing Party to the public; (e) information
provided by either 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’s server as
implemented in connection with the Tealium AudienceStream or EventStream Services.
“Consequential Loss” has the meaning specified in Section 11.5.
“Customer Data” means electronic data and information submitted by or for Customer to the Services
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 AudienceDB and EventDB
Services, if no period is specified in the applicable Service Order, the Data Retention Period is 13 months.
For the AudienceStore and EventStore Services, the Data Retention Period is 30 days.
“DPA” means the Data Processing Addendum located at:https://tealium.com/download/legal-americas-cpp-2024/

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“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 instance on which
the Services are deployed that are (a) owned and administered by Customer, (b) owned by an Affiliate ofCustomer 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 a Party’s reasonable control, including but not limited to theweather, unavailability of utilities or communications services (including access to the Internet), 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 orinterfere with the Services or any Party’s computer or communications systems, networks, facilities or
equipment, or to provide unauthorized access to such systems, networks, facilities or equipment. Examplesof Malicious Code include, without limitation, any code containing viruses, Trojan horses, worms, traps,
spyware, back doors, disabling devices or similar destructive code or code that self-replicates.
“Non-Tealium Products” means third party systems or services with which Customer may have the ability
to connect, many of which may be listed on the Tealium website (which list may vary from 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 Information” (also referred to as “Personal Data”) has the meaning set forth in applicable law
or regulations relating to the collection, use, storage or disclosure of information about an identifiable
individual, or if no definition, 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.
“Privacy Act” means the Privacy Act 1988 (Cth), as amended from time to time.
“Prohibited Data” means Personal Data whose unauthorized disclosure or use could reasonably entail aserious potential security or privacy risk for a data subject, including but not limited to government 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.
“Related Body Corporate" has the meaning given to it in section 9 of the Corporations Act 2001 (Cth).
“Security Incident” means a breach of security leading to the accidental or unlawful destruction, loss,
alteration, unauthorized 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 signed by Tealium
and Customer, which sets forth the Services and Technical Services to be provided/performed by Tealium,

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the price, the payment terms, the Authorized Usage Level(s), the term of the Service Order (“ServiceTerm”), 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 andreports processed in the Services and the performance results for the Services. Service Data shall notinclude 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, and host
software systems (e.g. virtual firewalls) that are within the control of Tealium or its sub-processors and areused to provide the Services.
“Technology” means any proprietary technology, including internet design, content, software tools,
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 suchtechnology conceived, reduced to practice, or developed during the Term by the owner of such technology.
“Technical Services” means certain implementation, deployment, configuration, consulting, training,professional, educational services, and project management performed by Tealium that may be describedin an SOW or Service Order and subject to this MSA.
“Term” has the meaning specified in Section 12.1.
“Unsuccessful Security Incident” means an unsuccessful attempt or activity that does not compromise
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 (orother unauthorized access to traffic data that does not result in access to Customer Data) or similar
incidents.
“User Data” means the login details and contact information of the authorized users of the Services andsuch users’ preferences and activities within the Services.
“Visitor” means an individual or entity that accesses Digital Properties on which the Services are
implemented.
“Visitor Profile Data” means data concerning Visitors derived from Customer Data processed with
Tealium’s AudienceStream Service.
“Visitor Profile Term” means the trailing period of time in which a Visitor must visit a Digital Property inorder to be included in a given set of Visitor Profile Data. If a specific Visitor Profile Term is not defined ona 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
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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 authorized to use the Services with respect to all Digital Properties inaccordance with this 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 andlicense 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 newand separate agreement between the Affiliate and Tealium. If the Affiliate resides in a different country thanCustomer, 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 sole and exclusive
remedy, for any failure of Tealium to provide the Services in accordance with the performance metrics set
forth in the SLA.
2.5 Customer Assistance. Customer will supply Tealium personnel with such information, resources, andassistance as Tealium may reasonably request in order to provide the Technical Services. Customer
acknowledges and agrees that Tealium’s ability to successfully perform the Technical Services in a timely
manner is contingent upon its timely receipt from Customer of such information, resources and assistanceas may be reasonably requested by Tealium. Tealium will have no liability for deficiencies or delays in theServices resulting from the acts or omissions of Customer, its agents, or employees or performance of theServices in accordance with Customer’s instructions.
2.6 Regions. Customer may specify the location(s) where Customer Data, not including User Data, will behosted at rest within the Tealium Systems. The list of hosting locations can be found at Tealium SubProcessors Page as updated by Tealium from time to time (each a “Region”). As of the Effective Date, theRegions include the following countries: (i) USA, (ii) Ireland, (iii) Germany, (iv) Japan, (v) Australia, and (vi)Hong Kong. Once Customer has made its choice during deployment of the Services, Tealium will nottransfer the at-rest hosting of Customer Data from Customer’s selected Region(s) except under Customer’s
further instructions or as necessary to comply 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.
3. Non-Tealium Products or Services. The Services include the ability to connect to and exchange datawith Non-Tealium Products. Tealium does not support Non-Tealium Products, and Customer 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 useof Connectors, then Customer covenants that (a) it has a contractual relationship with the vendor giving
Customer the right to exchange Customer Data with such vendor through a Connector, and (b) it will comply
with all obligations and restrictions imposed by such vendor. Customer acknowledges that modificationand 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 thetimes stated in each Service Order. Customer will pay any fees incurred pursuant to Section 12.4B). Any
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payment not received when due will accrue interest on the outstanding amount at a rate of one percent(1%) per month or the highest rate allowed by applicable law, whichever is lower. Customer will pay to
Tealium all expenses incurred by Tealium in exercising its rights to late payments under this MSA, including,but not limited to, reasonable attorneys’ fees and the fees of any collection agency retained by Tealium.
Except as expressly provided in this MSA, all fees due hereunder are non-refundable and are not contingent
on any additional services or products to be provided by Tealium.
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 not limited towithholdings and royalties; and (c) other taxes and similar fees imposed on the delivery of Services,(collectively "Taxes"). Customer will be responsible for the payment of all Taxes except for taxes on
Tealium’s income.
4.3 GST. If GST is imposed on a Taxable Supply made by Tealium to the Customer under or in connection
with the Service Order, the amount stated in the Service Order of the Taxable Supply shall be equal to the
GST-exclusive consideration that the Customer must pay to Tealium for the Taxable Supply under theService Order increased by an amount (the “GST Amount”) equal to the amount of GST payable on that
Taxable Supply and the GST Amount is, subject to Tealium issuing a Tax Invoice to the Customer, payableat the same time and in the same manner as the consideration to which it relates. In these Terms of Service“GST” means the goods and services tax or similar value added tax levied or imposed in Australia under
the GST Act and includes any replacement or subsequent similar tax; “GST Act” means A New Tax System(Goods and Services Tax) Act 1999 (Cth) and “Taxable Supply” and “Tax Invoice” have the same meaning
as in the GST Act.
4.4
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 of providing
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) toprovide the Services, (b) to prevent or address support, security and technical issues, (c) to comply withthe terms of this MSA, and (d) as otherwise permitted by Customer. Neither this MSA nor its performancetransfers 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 and to theServices 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 of providing the Services. Tealium
Technology includes, without limitation, any models created through the use of machine learning and allalgorithms 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 the Services,monitor and measure Customer’s usage, and develop, improve, support, and operate its products andServices.
5.4 User Data. As part of the Services, 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 and services.

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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 a similar
nature, but in no event less than reasonable care; (b) not disclose the Confidential Information of the otherto 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 those of its employees or agents having aneed 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 will continue for a period that will end five years after the expiration or terminationof this MSA, or, in the case of trade secrets, for so long as the information constitutes a trade secret underapplicable law. 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 bedeleted, 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 through no act oromission 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 the time it is disclosed by thedisclosing 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 thereceiving Party’s written records. Notwithstanding the foregoing, either Party may make disclosures as
required by a court of law or any governmental entity or agency including but not limited to disclosuresrequired by the Securities and Exchange Commission of the United States or any similar authority in any
other country, provided that, to the extent permitted under applicable law, such Party provides the otherwith reasonable prior notice to enable such Party to seek confidential treatment of such information; andeither 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 or other equitable relief
without proving damages or posting a bond in the event of a breach of this Section 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 in accordancewith this MSA (including all addenda) and in accordance with all applicable laws and government
regulations. Customer will use the Services only for its own and its Affiliates’ (as applicable) internalbusiness operations and only on Digital Properties. Customer is responsible for properly (a) configuring theServices, (b) using the controls available in connection with the Services (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 unauthorized access, and routine archiving of Personal Data. Customer warrants thatit has conducted a reasonable investigation of Tealium’s information security program including Tealium’s
administrative, logical and physical data security controls described in the DSS and that such measures
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
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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 unauthorized access to theServices 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 legalityof Personal Data and the means by which it acquired Personal Data. Customer warrants that it will nottransmit 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 its obligations
under all applicable laws and regulations, or any equivalent, applicable legislation. Customer agrees that it
has the authorization necessary for Personal Data to be processed 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 authorized users to access and use the Services.
Customer is solely responsible for protecting the confidentiality of Customer’s Account Credentials, andTealium will have no liability for any access to Customer’s account unless such access is caused by
Tealium’s breach of this MSA.
7.4 Acceptable Use Policy. Customer may not use, or facilitate or allow others to use, the Services: (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, or availability 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 manner that adversely affects the performance of theTealium Systems, degrades the performance of the Services 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 to any
content or resource that violates this Section. Customer agrees to cooperate with Tealium to remedy 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 (atlegal@tealium.com) and provide Tealium with assistance to stop or remedy the violation.
7.5 Spike Notification. Customer agrees to provide Tealium with written notice of an anticipated increasein usage that is ten times or greater than Customer’s average daily traffic over the preceding 30 days (a“Spike”) no later than 48 hours before the occurrence of a Spike. If the Spike is unanticipated, each Party
agrees to notify the other Party immediately upon becoming aware of a Spike and will work together toresolve 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 recognized industry standards; (b) provide theServices substantially in accordance with the Documentation; (c) make the Services available inaccordance with Tealium’s obligations under applicable laws and government regulations; and (d) not
introduce into Customer’s system or computer network any Malicious Code.

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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 Data in accordancewith 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 additionalcharge to Customer. Regarding any Technical Services performed by Tealium that are advisory, no specificresult is assured or warranted by Tealium. The remedy for breach of Sections 8.1(b), (c) and (d) is that
Tealium will cure or remediate the breach within a 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 for the affected Service and receive a refund of prepaid, unearned fees.
8.4 Disclaimer. To the maximum extent permitted by law, Tealium's liability for any breach of a consumer
guarantee implied by the ACL (and which cannot be excluded) is limited to supplying the Services again or
payment of the cost of having the Services supplied again (as determined by the Tealium in its absolute
discretion). Except for the warranties expressly set forth in section 8.1 and 8.2 above and as provided in
the SLA and ACL, the Services are provided solely on 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 fitness for a particular purpose, noninfringement, and that theoperation or use of the services will be uninterrupted or error-free nor does Tealium warrant that it will
review Customer Data for accuracy or that it will preserve or maintain Customer Data 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 and completed
operations, coverage for liability arising from premises, operations, personal injury and broad 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 of four million dollars ($4,000,000) per occurrence andin the aggregate, and such coverage will be primary and non-contributory; (c) Worker’s Compensation withstatutory limits required by the laws of 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, nonowned and hired 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 and omissions) with a limit of fivemillion dollars ($5,000,000) per occurrence or wrongful act and in the aggregate, 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 recognized 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 intellectual property
right of a third party when used in accordance with this MSA. In addition, Tealium will indemnify the
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Customer Indemnified Parties for all losses, damages, and expenses (including reasonable attorneys’ fees)
finally awarded to a third party by a court of competent jurisdiction or agreed to by Tealium in a settlementthat are directly attributable to such Claim. Tealium will have no defense or payment obligation or otherliability for any Claim arising from: (a) modification of the Services by anyone other than Tealium or a party
authorized in writing by Tealium to modify the Services; and (b) the combination of the Services with anyother 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 that suchuse may infringe, then Tealium, at its sole option and expense, may either (e) procure for Customer alicense to continue using the Services in accordance with the terms of this MSA; (f) replace or modify theallegedly 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 and Customer’s exclusive remedy for third-party Claims.
10.2 Customer Indemnity of Tealium. Customer will defend Tealium from and against any Claim arisingfrom or relating to Customer’s collection or use of Customer Data or Tealium’s processing of Customer
Data in accordance with Customer’s instructions, and will indemnify Tealium for all fines, losses, damages,
and expenses (including reasonable attorneys’ fees) finally awarded against Tealium or agreed insettlement by Customer (including reasonable attorneys’ fees) resulting from such 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 assistancefor 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 having sole control of the defense of such Claim andall negotiations for its settlement or compromise (provided, however, the indemnified Party will have theright to participate in the defense of such Claim at its own expense, and that the indemnifying Party mustobtain 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 Claimor includes an admission of guilt or payment by the indemnified Party).
11. Limitation of Liability.
11.1 General Liability Cap: neither party’s aggregate liability for claims arising out of this MSA or its
performance hereunder, whether in contract, tort, warranty, or otherwise, will exceed the amount of fees
paid 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, whether in contract, tort, warranty or otherwise, will not exceed two (2) times theamount of fees paid 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, for any claims arising from:(a) a Party’s breach of Section 6 (Confidential Information) with respect to Customer Data where suchbreach results in a Security Incident; and(b) 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 Sections 11.1 and 11.2 above will not apply to:(a) Customer’s payment obligations;

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(b) a Party’s breach of its obligations in Section 6 (Confidential Information) (but excluding obligations andclaims relating to Customer Data);(c) Customer’s knowing or intentional breach of Section 7.2 (Customer Negative 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 misconduct resulting 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 forthin 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 MSA to the contrary, neither Party
will be liable to the other for any Consequential Losses 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.
“Consequential Losses” means any loss or damage that does not arise naturally in the ordinary courseof things from a breach and include but are not limited to, (i) loss of profits, revenue, interest, business,data or production; (ii) loos or damage arising under any other contract (other than this MSA); (iii) loss ofopportunity, chance, right, asset or bargain; (iv) loss due to business interruption; (v) loss of goodwill or
reputation; (vi) depreciation of stock price; and (vii) special or punitive damages. For avoidance of doubt,
each Party’s liability for regulatory fines imposed as a result of a Party's breach of its obligations with respect
to Customer Data will be in proportion to such party’s contribution to the activity giving rise to such fine andwill not be considered Consequential Losses.
12. Term and Termination.
12.1 Term. The term of this MSA (the “Term”) begins on the Effective Date and continues until the expirationof all the Service Terms of all Service Orders unless earlier terminated in accordance with 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 to the otherParty, 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 is thirty (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 the Service is experiencing denial of service attacks, mailflooding, or other attacks or disruptions outside of Tealium’s control; or (d) as required by law or at therequest of a governmental entity.
12.4 Termination Obligations and Procedure.
A) Upon expiration or termination of an applicable Service Order, all licenses related to the expired or
terminated Service will terminate, and Customer must cease all use of such Services. If following expirationor 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.

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Properties. 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 useof the Services by Customer pursuant to this Section 12.4 shall be subject to Customer’s obligations andlimitations 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 thisSection. To the extent Customer is unable to retrieve or delete such Customer Data itself through its useof 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 the termination date. In any event, Tealium will delete retained
Customer Data within 180 days following the termination date.
12.6 Survival. Any payment obligations of Customer, and the provisions of Sections 4, 5, 6, 7.2, 7.3, andSections 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 by electronic mail, as
evidenced by a record of return receipt confirmation, or (c) three (3) days after being sent by certified orregistered 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 writing in accordance with this paragraph. To
be effective, notices to Tealium must also be sent to Legal@tealium.com, and notices to Customer mustalso be sent to the email address for Customer set forth in Customer’s most current Service Order.
14. Law and Venue. This MSA will be construed and enforced in accordance with the laws of New South
Wales, Australia without regard to its conflict of laws principles. The Parties expressly disclaim theapplication 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 in any court of competentjurisdiction), exclusive venue for any dispute will be the state or federal courts in New South Wales,
Australia, and each Party agrees to personal jurisdiction in such 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 andenforceable. The failure of either Party to exercise or enforce any right or provision of this MSA will notconstitute a waiver of such right or provision, and any waiver granted by a Party in one instance does notconstitute 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 this MSA 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 assignedby 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 this MSA and its rights
and duties arising out of this MSA to the transferee, or other successor in interest, in connection with thesale 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.

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18. Legal Fees. In the event legal action of any kind is instituted arising out of this MSA, the substantiallyprevailing Party will be entitled to recover reasonable legal fees, expert witness fees, and other costs of suitfrom the non-prevailing Party.
19. 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.
20. Entire Agreement. This MSA (including any attachments or exhibits, either attached hereto or
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 and replaces any prior orcontemporaneous 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 any purchase order or other non-Tealiumordering 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 (unlessspecifically stated otherwise in such Service Order). No amendment to this MSA or any Service Order will
be binding on either Party unless in writing and signed by both Parties, or presented by Tealium andaccepted by Customer.
21. Third Party Beneficiaries. This MSA does not and is not intended to confer any rights or remedies
upon any person or entity other than the Parties.
22. Force Majeure. Neither Party will be liable for any delay or failure of performance of any particularobligation under this MSA which delay or failure is caused by a Force Majeure.

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