2. Overview.

2.1 Ordering. Customer may request Services by submitting an Order for the selected Services to Curated.Media Platform. Curated.Media Platform may reject any Order in its sole discretion. Any signature or acceptance method approved by Curated.Media Platform shall be binding upon Customer, including electronic signatures or other indications of assent to the terms, such as assent given through the use of an online private marketplace campaign management process.

2.2 Terms Overview. Curated.Media Platform will make the Services available to Customer (and its Third-Party Users, as applicable) in accordance with the terms of this Agreement. Notwithstanding the foregoing, Customer acknowledges and agrees that certain Services, including, without limitation, professional or creative services, may be subject to additional terms and conditions. Third-Party Offerings may be subject to the third-party providers’ terms and licenses, and as between Curated.Media Platform and Customer, the Customer is solely responsible for compliance with such terms for any Third-Party Offerings.

3. Account Creation and Access.

3.1 Account Access. Customer may access certain Services through an administrative website or an application programming interface (“API”) provided by Curated.Media Platform. For access to the Platform, Curated.Media will enable Customer to set up one or more logins and passwords for access to Customer’s account (“Customer’s Account”) and corresponding administrative controls, where applicable, for access and use by authorized personnel of Customer (“Customer’s Representatives”). In order to use the Platform, Customer will, and will ensure that Customer’s Representatives will, provide Curated.Media with accurate, truthful, and complete registration information and agree to, and comply with, the terms of this Agreement. Customer will ensure that each of Customer’s Representatives that is provided access to the Platform keeps its registration information accurate and up-to- date and does not share its login information with any third party, and Customer agrees that any failure by any Customer Representative to do so will constitute a breach of this Agreement by Customer, which may result in termination of Customer’s Account. Customer will immediately notify Curated.Media in writing of any change in authorization, any unauthorized use of any Customer’s Account, or any other account-related security issue of which it becomes aware. Upon termination of this Agreement for any reason, Curated.Media will have the right to disable and delete each Customer Representative’s access to Customer’s Account immediately and to delete all Customer Data thirty (30) days after termination or expiration of this Agreement.

4. Limited Rights; Ownership.

4.1 Limited License. Curated.Media hereby grants to Customer, and Customer hereby accepts, a non-exclusive, non-transferable (except as expressly provided in this Agreement), limited, and revocable right for Customer to access and use the Platform in accordance with this Agreement solely during the Term. Except as expressly permitted by this Agreement, Customer may not, directly or indirectly or by itself or through any other person or entity, use, rent, lease, sell, transfer (by sublicense, assignment, operation of law, change in control or otherwise), time share, modify, reproduce, copy, make derivative works from, distribute, publish, use to provide service bureau services, or publicly display the Platform. Moreover, Customer will not (and will ensure that Customer’s Representatives do not) reverse engineer, decompile, or otherwise attempt to discover the source code for the Platform or any of the Services.

4.2 Curated.Media Intellectual Property. Except as expressly provided in the Agreement, Curated.Media has and will have the sole and exclusive ownership of all right, title and interest in and to the Platform and all applicable Services and all Intellectual Property Rights in the Platform and applicable Services, any enhancements thereto, any documentation or other materials regarding the use thereof and related thereto, any machine learning and the results and outputs of such machine learning that occur prior to, during, or after Customer’s use of the Services, and any Curated.Media Platform proprietary data provided to Customer by Curated.Media in whatever form or media (collectively, “Curated.Media Intellectual Property”). Neither this Agreement, nor anything contained herein, will be construed as a sale of the Curated.Media Platform or any proprietary right or title therein or thereto, or of any other Curated.Media Intellectual Property. All rights not expressly assigned or licensed in this Agreement are reserved by Curated.Media in full.

4.3 Deliverables. If any deliverable to Customer produced by Curated Media’s Services includes Curated.Media Intellectual Property, then Curated.Media will remain the sole and exclusive owner of such included Curated.Media Intellectual Property, and Curated.Media grants Customer only a non-exclusive, revocable, worldwide, royalty-free license to use such Curated.Media Intellectual Property, solely as incorporated into or embedded in such deliverables and not separately therefrom, and solely for use in connection with the Platform. Additionally, any use of a deliverable containing any trademark of Curated.Media or its Affiliates will be subject to Curated.Media’s prior written approval. Subject to the preceding sentence, Customer will own all right, title and interest in and to such deliverables, including the Intellectual Property Rights therein.

4.4 Customer Materials. As between Curated.Media and Customer, Customer has and will have the sole and exclusive ownership of all right, title and interest in and to the Customer Materials, Customer Data, and the Site Content where applicable, and all Intellectual Property Rights in the same, except for any Curated.Media Intellectual Property embedded therein or as otherwise provided in the Agreement. Customer grants Curated.Media a non-exclusive license to use, copy, modify, process, publicly display, and distribute Customer Materials and Customer Data for the purpose of providing the Services pursuant to this Agreement.

4.5 Statistics. Customer agrees that Curated.Media may use and disclose certain data, including Customer Data, derived from Customer’s use of the Curated.Media Platform and Services to create aggregated data and statistics about the Services and its features, which Curated.Media may provide to others, including Curated.Media’s customers, potential customers and the general public, provided that such aggregated data and statistics do not contain any Customer Personal Data or identify any living individual, Customer, Customer’s clients, or any of their respective products or brands.

5. Confidential Information. “Confidential Information” means all nonpublic information obtained pursuant to or in connection with this Agreement or the Services by a party from or on behalf of the other party that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation, (i) nonpublic information relating to the disclosing party’s technology, products, services, processes, data, customers, business plans and methods, finances and other business affairs, (ii) third-party information that the disclosing party is obligated to keep confidential, and (iii) the nature, content and existence of the parties’ relationship, including the terms of the Agreement and any applicable rates. Confidential Information does not include any information that (a) is or becomes generally known or available to the public without breach of the Agreement (provided, however, information that is rumored or reported does not become public based only on such rumors or reports), (b) was known by the receiving party prior to its receipt from the disclosing party, (c) is disclosed to the receiving party from any third party, except where the receiving party knows, or reasonably should know, that such disclosure constitutes a wrongful or tortious act, or (d) is independently developed by the receiving party without use of any Confidential Information. Except as provided in the Agreement, the receiving party will not disclose Confidential Information without the disclosing party’s consent. The receiving party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of Confidential Information. The receiving party may disclose Confidential Information as required to comply with orders of governmental entities that have jurisdiction over it or as otherwise required by Law. The disclosing party acknowledges that the receiving party may now have, or in the future may develop or receive, information that is the same as, or similar to, Confidential Information without having breached this Agreement. Nothing in this Section (x) prevents Curated.Media Platform from using, for any purpose and without compensating the disclosing party, information retained in the memory of Curated Media’s personnel who have had access to Confidential Information or (y) obligates Curated.Media to restrict the scope of employment of its personnel; provided, however, that this Section does not create a license under any copyright or patent of the disclosing party.

6.Data Protection and Privacy.

6.1 Compliance. Curated.Media and Customer each represents and warrants that it will at all times comply in full with the requirements of all applicable Laws, including (in Customer’s case) notifying Curated.Media of requests to opt-out, delete, correct, and access Personal Data by users whose Personal Data (as defined below) is provided to Curated.Media pursuant to this Agreement. Customer will not engage in any behavior that renders or is likely to render Curated.Media or its Affiliates to be in breach of any applicable Laws or Privacy Rules.

6.2 Customer Personal Data. To the extent that Curated.Media processes personal data about any natural person (“Personal Data”, which may also be referred to as “personally identifiable information,” “personal information,” “personally referable information,” or similar term under the Laws of some jurisdictions) supplied or collected by or on behalf of Customer (“Customer Personal Data”) in the course of providing the Services, it will do so as a data processor or service provider acting on behalf of Customer (as data controller, or as an agent or processor acting on behalf of a third- party data controller), except as set forth in Section 6.11, and in accordance with the requirements of this Agreement. The terms “data processor,” “service provider,” “data controller,” “process” and their derivatives will have the meanings ascribed to them under the Laws applicable to the relevant Personal Data, or if not so defined, they will have their plain language meanings in the territory where the processing occurs. To the extent that a DPA applies to Curated.Media Platform’s processing of Customer Personal Data, such processing is also subject to the applicable DPA, which is incorporated by reference into this Agreement.

6.3 Customer Instructions. Curated.Media will process any Customer Personal Data in accordance with Customer’s lawful instructions under applicable Privacy Rules and will not: (a) assume any responsibility for determining the purposes for which or the manner in which Customer Personal Data is processed; or (b) process any Customer Personal Data for its own purposes.

6.4 Additional Policies. Customer will process and disclose Customer Personal Data in accordance with the provisions of Customer’s privacy policy and applicable Privacy Rules, and if Curated.Media is instructed by Customer to collect any Customer Personal Data through any Services, Customer will use such Customer Personal Data solely for the purposes identified within the Customer Materials and Customer’s privacy policy. Customer will not, and will require its clients and any third parties with whom it shares Customer Personal Data not to: (a) merge or attempt to merge Customer Personal Data obtained via the Services with any other Personal Data; or (b) attempt to personally identify any individual using any Customer Personal Data obtained via the Services, in each case without first obtaining any requisite consent of the applicable individual(s) (e.g., as may be required under applicable Law or privacy policy) to such action. Customer will not use the Services for interest-based advertising to children under age 13 (or any other applicable age threshold as defined by applicable Privacy Rules), and Customer will not use the Services to collect, use, or disclose (or enable any third party to collect, use, or disclose) Personal Data from children under age 13 (or any other applicable age threshold as defined by applicable Privacy Rules). Customer will not use the Services to (i) collect or process information about or reach audiences based on sensitive personal information, as defined by applicable Privacy Rules, such as certain financial status or health and medical information or (ii) collect or process information that can be used to directly identify a natural person (e.g., email address).

6.5 Technical and Organizational Measures. Curated.Media will have in place and maintain throughout the Term appropriate technical and organizational measures to protect against accidental or unauthorized destruction, loss, alteration, or disclosure of Customer Data. Customer acknowledges that Curated.Media shall have the right to delete Customer Data in accordance with Curated Media’s data retention policies and to disclose, modify, or delete Customer Personal Data in accordance with this Agreement or as required by Privacy Rules.

6.6 Subcontractors. Customer authorizes Curated.Media to subcontract processing of Customer Data under this Agreement to one or more third parties provided that Curated Media: (a) complies with applicable Laws; (b) flows down its obligations to protect the Customer Data to any subcontractor it appoints; and (c) remains responsible for any failure to comply with the applicable Laws by any subcontractor it appoints to process Customer Data.

6.7 Ad Technologies. . In the course of performing the Services, Ad Technologies may be used by Curated.Media in relation to websites or applications of Customer, its Third-Party Users, their respective customers, and other websites, applications, and online and mobile presences to improve, analyze, and measure the success of advertising campaigns delivered using the Services, and/or to research, augment or improve Curated Media’s own Platform and Services in a way that does not identify Customer, its Third-Party Users, or their respective customers. Customer will ensure that it obtains all appropriate and necessary consents, and provides all necessary information and opt- out choices, to enable the use of such Ad Technologies in compliance with the Privacy Rules. Customer will also ensure that individuals are informed of their ability to refuse or opt-out of Curated.Media Platform Ad Technologies at any time, e.g., by visiting Curated.Media Platform’s opt-out page or any other location specified by Curated.Media from time to time. Customer agrees that Curated.Media has no responsibility or liability for any Customer Ad Technologies, third-party Ad Technologies, Third-Party Offerings, or other third-party contractors deployed or used by Customer via or in connection with the Services.

6.8 Site Requirements. Without limiting any other provision of Section 6 (Data Protection and Privacy), Customer represents, warrants, and covenants that it will for each Site (or, if a Site is not owned or managed by Customer, that each applicable publisher, operator, or other applicable party will) comply with the Privacy Rules and other applicable industry standards and practices, including: (a) maintaining a privacy policy conspicuously on each Site that complies with the Privacy Rules and, at a minimum, includes disclosures on Customer’s interest-based advertising activities, the types of data collected from users of the Site, the Site’s use of any such data and any disclosures or transfer of such data to third parties, the types of Ad Technologies used by the Site to collect such data, and where required by Privacy Rules, obtaining individuals’ consent or providing opt-out choices for the applicable collection and processing of Personal Data; (b) providing a brief explanation within Customer’s and each Site’s privacy policy explaining that it works with third-party ad providers and, if applicable, allows such third-party ad providers to engage in interest-based advertising activities, serve Customer Materials and use Ad Technologies on the Site to collect user data for use in connection with the delivery of advertising and content; and (c) including in Customer’s and each Site’s privacy policy, where applicable, a conspicuous link to an industry opt-out page that allows users to opt-out of the interest-based advertising activities of third-party ad providers, such as the opt-out tools made available by the DAA or EDAA from time to time.

6.9 Third-Party Technologies. Customer will not append any Customer or third-party Ad Technologies (collectively “Third- Party Tags”) to Curated Media’s Ad Technologies or Ads delivered by Curated Media, nor will Customer allow any such third-party tracking or tagging through the Platform unless such Third-Party Tags and the provider thereof are in full compliance with Section 6 (Data Protection and Privacy), and the Privacy Rules, including, without limitation, by presenting users with notice and choice to (as applicable) consent to and/or opt-out of data collection and processing in connection with such Third-Party Tags. Customer will provide Curated.Media and any client it represents, where applicable, with notice of any Third-Party Tags Customer wishes to implement via the Services. Curated.Media reserves the right to validate any Third-Party Tags or provider thereof for compliance with Section 6 and the Privacy Rules, for authenticity, and otherwise, and is under no obligation to allow the implementation of Third-Party Tags and may prohibit any such implementation at any time. Without derogating from the above, Customer will be solely responsible for any Third-Party Tags implemented via the Services or any provider or other person acting or authorized to act on Customer’s behalf, including for any damage, cost or claim resulting from appending such Third-Party Tags.

6.10 Provisions Regarding U.S. State Privacy Laws. Curated.Media will act as your service provider or processor (as defined by applicable U.S. State Privacy Laws) as to any “Personal Information” or “Personal Data” (as such term is defined in the U.S. State Privacy Laws) that Curated.Media processes on your behalf pursuant to the Agreement, except, where the CCPA applies, for cross-context behavioral advertising (as defined in the CCPA). Curated.Media will not use or disclose such Personal Information or Personal Data for purposes other than (a) business purposes for providing the Services, to the extent Curated.Media acts as your service provider, or (b) as may otherwise be permitted under the U.S. State Privacy Laws. These purposes include ad delivery, frequency capping, security and fraud detection, debugging, forecasting, reporting and measurement, and improving and developing features for the Service, but exclude cross- context behavioral advertising. Curated.Media shall make available to you all information in its possession necessary to demonstrate compliance with applicable Laws and shall notify you if it determines it can no longer meet its obligations under applicable Laws. You have the right, upon notice , to the extent required by applicable Laws and using materials generally made available by Curated.Media for such purposes, to (i) ensure that Curated.Media uses Personal Information or Personal Data, as applicable, provided pursuant to this Agreement in a manner consistent with your obligations under the U.S. State Privacy Laws and (ii) request Curated.Media to suspend or discontinue the applicable processing of the Personal Information or Personal Data, as applicable, to the extent necessary to stop or remediate unauthorized use of Personal Information or Personal Data. You are solely responsible for ensuring that Third-Party Users and Third-Party Tags process any Personal Information or Personal Data in compliance with the U.S. State Privacy Laws. You will not provide Curated.Media with any Personal Data that could constitute Consumer Health Data under the Washington My Health My Data Act or that could otherwise identify an individual’s past, present or future physical or mental health status (including any inferences of an individual’s physical or mental health status based on non-health data, and you will not use our Services to attempt to draw any such inferences). This section applies solely to the extent that the U.S. State Privacy Laws apply.

7. Customer Responsibilities, Representations and Warranties.

7.1 Responsibilities. As between the parties, Customer is solely responsible for: (a) all aspects of any Customer Materials created, delivered, managed through, processed, or linked to the Services; (b) all campaign settings; and (c) all aspects of campaign management, and campaign performance (d) to provide any restrictions, including prohibited publishers or a whitelist of domains, apps or bundle IDs where it wants the Ads to appear. If no such list is provided, Curated Media will curate placement on publishers at its sole discretion; (e)any conditions, representations, or warranties it makes to its advertisers regarding actual or expected campaign performance, and for any make-goods it may issue to advertisers. Customer acknowledges that delivery of Ads can be affected if the creative specifications are not fully adhered to. Customer is solely and fully responsible for all aspects of any Ads created, delivered, or managed hereunder.

7.2 Applicable Laws. Customer represents, warrants, and covenants that it will conduct (and ensure that its Third-Party Users conduct) all of its marketing, business, and other activities related to the Customer Materials, its use of the Services, and its performance of its obligations and exercise of its rights under Agreement in compliance with all applicable laws and privacy rules.

7.3 Acceptable Use. Customer represents, warrants, and covenants that it will not (and will ensure that its Third-Party Users do not) use the Services in a manner that, or in connection with, or to promote campaigns, Advertisements, or other Customer Materials or Site Content (including code or links) containing content that: (a) is invasive of privacy, degrading, defamatory, libelous, unlawful, profane, obscene, pornographic, harassing, abusive, hateful, or discriminatory; (b) promotes any illegal or fraudulent activity, including, without limitation, the promotion of gambling where prohibited, illegal substances, software piracy or hacking, or invalid advertising traffic; (c) infringes the personal, intellectual property, or other rights of any third party; (d) promotes or references software piracy and/or activities generally understood as Internet abuse, including the sending of unsolicited bulk messages or the distribution or use of spyware, Malware, worms, Trojan horses, time bombs, cancelbots, bots, or other code that generates fraudulent or invalid advertising traffic, corrupted files, or similar software; (e) it knows or reasonably should have known to be false, fraudulent or misleading, including content, links or codes that facilitate the creation or use of fraudulent or invalid advertising traffic; or (f) is otherwise in violation of this Agreement or the Additional Terms and Conditions. “Malware” means software or applications, or websites associated with software or applications, that (i) may be used to disrupt, damage, take control of, misuse, or otherwise use or disable a computer or computer system or operation; (ii) impermissibly view or collect information; (iii) access computer systems to display or distribute unwanted or illicit advertising, content or software; (iv) violate the policies of any applicable advertising exchange or publisher; or (v) may otherwise be harmful or inappropriate as determined by Curated.Media Platform in its sole discretion. Without derogating from Customer’s responsibility for the foregoing, Customer shall use commercially reasonable means for preventing Malware upload or transmission to the Curated.Media Platform or otherwise in connection with Customer’s use of the Services.

7.4 Customer Status. Customer represents and warrants that it is a business, not a consumer, and has the rights, authority, and any required permission and consent to enter into this Agreement, and if applicable that it is acting as an agent for a disclosed principal, its advertiser, and that as such, Customer has the authority as agent to incur the Fees charged by Curated.Media Platform and perform any other actions in connection with the Services on such advertiser’s behalf. To the extent Customer acts on behalf of any advertiser client under this Agreement, Customer and such advertiser client will be jointly and severally responsible for the payment of fees. Customer will, upon our request, provide Curated.Media Platform with contact information for the advertiser client on whose behalf Customer is acting.

7.5 Customer Conduct. Customer represents, warrants, and covenants that: (a) its provision of any Customer Materials is authorized and does not breach Customer’s contractual obligations and/or third-party rights (b) it has or will obtain all necessary rights, licenses, consents, waivers, and permissions, including, without limitation, from advertisers, publishers, users, and other third parties, to allow Curated.Media Platform: (i) to provide the Services and operate the Platform on behalf of Customer; (ii) to make any technical or other modifications that it may deem necessary to facilitate the delivery of the Advertisements and related Customer Materials; provided, that Curated.Media Platform will not make any amendments to the creative content of any Advertisements or Customer Materials except as requested or permitted by Customer; (iii) to use any Customer Data provided to or collected by Curated.Media Platform in the provision of the Services for Customer and according to Customer’s instructions and as otherwise permitted under this Agreement; and (iv) to receive, transfer, and process any Customer Data from or to any third party according to Customer’s instructions, whether by API, FTP, or other data transfer method; (b) notify Curated.Media Platform of any errors in any Customer Materials and any complaints or claims made in respect of any Customer Materials as soon as the same comes to its attention; and (c) if Curated.Media Platform considers, in its sole discretion, that any Customer Materials breach any of the Customer Responsibilities, or may subject Curated.Media Platform to material adverse risks, and Curated.Media requests that such Customer Materials be removed or amended, then Customer will withdraw such Customer Materials from the Platform or amend such Customer Materials to Curated Media’s satisfaction.

7.6. Customer Fees; Payment No Fees will be charged directly to the Customer by Curated Media. Customer hereby acknowledges that fees payable with respect to the Customer’s use of the Curated.Media Platform and Services will be invoiced by the SSP to the DSP. The SSP pays Curated.Media for its percentage share of SSP fees for the provision of the Services by Curated Media, as ordered by the Customer.

8. Curated.Media Responsibilities and Express Disclaimers.

8.1 Curated.Media Representations.

Curated.Media represents and warrants that: (a) it is duly authorized to enter into this Agreement and provide the Services hereunder; and (b) its provision and operation of the Services is in compliance with all applicable Laws.

8.2 Curated.Media Express Disclaimers.

8.2.1 Curated.Media does not guarantee any elements related to ad delivery as this is controlled by DSPs and SSPs including but not limited to: (i) publishers including domains, apps, channels; (ii) whitelisted or blacklisted publishers; (iv) placements; (v) devices (vi) formats and sizes; (vii) ad types; (viii) browsers, operating systems; (ix) audiences; (x) viewability or any other performance metric, delivery, creative approval, CPMs, spend, geos, context, media cost, time of delivery, win or loss rate, bid floors, language, brand safety, invalid traffic (IVT), made-for-advertising sites (MFAs).

8.2.2 Curated.Media does not provide credits, make goods or discounts, as DSPs are responsible for billing advertisers and agencies.

8.2.3 Curated.Media does not guarantee any service level including but not limited to: (i) SLAs; (ii) business hours; (iii) software uptime; (iv) support language.

8.2.4 Curated.Media refers users to third-party vendors for them to use their product and services as an “added value”. Curated.Media takes no responsibility in the delivery of these products and services, users must rely on the third-party’s terms and conditions.

9. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SYSTEM, AND THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS AND CURATED.MEDIA DOES NOT MAKE OR GIVE ANY REPRESENTATION, WARRANTY, CONDITION OR OTHER TERM (COLLECTIVELY, “PROMISES”) OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SYSTEM OR THE SERVICES, AND EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, CURATED.MEDIA DISCLAIMS ALL IMPLIED PROMISES WITH RESPECT TO THE SYSTEM AND THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED PROMISES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR QUIET ENJOYMENT, AND ANY PROMISES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. CURATED.MEDIA WILL NOT BE HELD RESPONSIBLE FOR: (A) ANY ERRORS OR INACCURACIES IN ANY CUSTOMER MATERIALS OR SITE CONTENT; (B) SERVICE INTERRUPTIONS DUE TO FACTORS REPRESENTING INHERENT RISKS ASSOCIATED WITH THE USE OF ELECTRONIC COMMUNICATIONS, INCLUDING NETWORK INTERRUPTIONS, COMMUNICATIONS FAILURES, THIRD-PARTY SERVER DOWNTIME, POWER OUTAGES, OR SYSTEM FAILURES; OR (C) ANY UNAUTHORIZED ACCESS TO, USE OF, ALTERATION OF OR DELETION, DESTRUCTION, DAMAGE OR LOSS OF CUSTOMER’S OR ANY THIRD-PARTY USER’S CUSTOMER MATERIALS, SITE CONTENT OR OTHER MATERIALS, DATA, IMAGES, SOUNDS, TEXT INFORMATION, OR CONTENT. CURATED.MEDIA MAY DISCONTINUE ANY ASPECT OF THE PLATFORMOR THE SERVICES, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE OR OPERATION OF THE PLATFORMOR THE SERVICES, AT ANY TIME. CURATED.MEDIA ALSO DOES NOT IN ANY WAY MAKE ANY PROMISES THAT THE PLATFORMOR THE SERVICES WILL BE PROVIDED IN AN UNINTERRUPTED MANNER, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS. IN ADDITION, CURATED.MEDIA MAKES NO PROMISES THAT THE PLATFORMOR THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS OR THAT CUSTOMER WILL ACHIEVE ANY PARTICULAR RESULT FROM USING THE PLATFORM OR THE SERVICES.

10. Limitation of Liability. IN NO EVENT (TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW) WILL (A) CURATED.MEDIA BE LIABLE FOR ANY LOSS OF DATA, LOSS OF PROFITS, COST OF COVER, OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR RELIANCE DAMAGES ARISING FROM OR IN RELATION TO THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY AND (B) Curated Media’S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNTS COLLECTED BY CURATED.MEDIA FOR THE PREVIOUS 6 MONTHS PURSUANT TO A CUSTOMER’S ORDER AND THESE TERMS OF USE.

11. INDEMNIFICATION

11.1 Indemnification by Customer. Customer agrees to indemnify, defend, and hold harmless Curated Media, its Affiliates, and their respective officers, directors, employees, and agents from and against any and all losses, costs, damages or liabilities, including, without limitation, legal fees, costs and expenses (collectively, “Losses”), arising out of any third-party claim or action related to Customer’s breach of any of its obligations and warranties, any other representations, warranties, terms, conditions, or obligations of Customer as provided in this Agreement, or the Customer Materials. The foregoing obligations are conditioned on Curated.Media Platform: (a) notifying Customer promptly in writing of such action (provided that the failure to provide prompt notice will only relieve the Customer of its obligation to the extent that it is materially prejudiced by such failure and can demonstrate such prejudice); (b) permitting Customer to control the defense thereof and any related settlement negotiations upon Customer’s written notice to Curated.Media Platform of Customer’s intention to indemnify; and (c) cooperating and, at Customer’s request and expense, assisting in such defense. Customer will in no event agree to any settlement of any claim that involves any commitment, other than the payment of money by Customer, without Curated.Media’s prior written consent. Curated.Media is hereby authorized (but not obligated) prior to, during, and after the notice period to file any motion, answer or other pleading and to take any other action that Curated.Media shall deem necessary or appropriate to protect its interests.

11.2 Indemnification by Curated Media. Curated.Media agrees to indemnify, defend, and hold harmless Customer, its Affiliates, and their respective officers, directors, employees and agents from and against any and all Losses, arising out of or related to any third-party action to the extent it is based upon a claim that the Platform or Services infringe any Intellectual Property Right of a third party. The foregoing obligations are conditioned on Customer: (a) notifying Curated.Media promptly in writing of such action (provided that the failure to provide prompt notice will only relieve Curated.Media of its obligation to the extent that it is materially prejudiced by such failure and can demonstrate such prejudice); (b) permitting Curated.Media to control the defense thereof and any related settlement negotiations; and (c) cooperating and, at Curated Media’s request and expense, assisting in such defense. Without limitation of the foregoing, if the Platform or Services become, or in Curated Media’s sole opinion are likely to become, the subject of an infringement claim, Curated.Media may, at its option and expense: (i) procure for Customer the right to continue using the Platform or Services; (ii) replace or modify the Platform or Services so that they become non-infringing; (iii) accept return of any deliverables provided as a result of the Services, and/or (iv) terminate this Agreement, in whole or in part, as appropriate, upon written notice to Customer. Notwithstanding the foregoing, Curated.Media will be relieved of its obligation under this Section 8.2 to the extent that any third-party action is based upon: (A) any Customer Materials; (B) any use of the System or Services not in accordance with this Agreement; (C) any use of the Services in combination with products, equipment, software, data, or other materials not supplied by Curated Media; (D) any use of any release of the Platform or Services other than the most current release made available to Customer; (E) any modification of the Platform or Services by Customer, its agents, or subcontractors; or (F) any use of the Services or the Platform after Curated.Media has notified Customer to discontinue such use. THIS SECTION 11.2 STATES Curated Media’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR ANY THIRD-PARTY CLAIMS OF INFRINGEMENT.

12. Term and Termination. The Term of this Agreement and any Order will be ongoing while the Services continue to be used by Customer until terminated in accordance with this Section 12. Either party may terminate this Agreement immediately if: (i) the other party is in material breach hereunder and fails to cure such breach within ten (10) calendar days of written notice being provided by the party seeking to terminate; or (ii) the other party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other party (and not dismissed within ninety (90) days). Either party may also terminate this Agreement, with or without cause, upon thirty (30) days’ prior written notice to the other party. The requirement to make any payment that has become due, in addition to Sections 5 (Confidentiality) through 8 (Curated.Media Responsibilities and Express Disclaimers) and 9(Disclaimer) through 15 (Binding Arbitration & Class Action Waiver) of these Terms of Use, will survive the completion, expiration, termination, or cancellation of this Agreement for any reason. Without derogating from the above, Curated.Media also reserves the right to suspend and/or terminate any and all Customers’ Accounts after sixty (60) days of inactivity.

13. Force Majeure. Curated.Media will not be responsible for any delay or failure in performing obligations under this Agreement which delay or failure results from any cause beyond its reasonable control. Such force majeure events may include acts of God, storms or other elements of nature, fires, epidemics, wars, terrorism, riots, strikes, lockouts or other labor disputes, decisions or omissions of authorities, and new legislation.

14. General.

14.1 Entire Agreement; Amendment. This Agreement represents the entire understanding between the parties and supersedes all prior written and prior and contemporaneous oral agreements relating to the subject matter hereof. The parties may not amend these Terms of Use, except by a written agreement of the parties that identifies itself as an amendment to these Terms of Use,; provided that Curated.Media may modify these Terms of Use at any time by posting such modification on the Platform or applicable Curated.Media website or by notifying Customer by email, and such revised Terms of Use will supersede and replace all earlier versions. Any such changes will be effective upon the posting, and Customer is responsible for informing itself of all applicable changes or notices. If Customer does not agree to any such modification, its sole remedy is to terminate this Agreement upon written notice to Curated Media. CUSTOMER’S AND ITS THIRD-PARTY USERS’ CONTINUED USE OF THE PLATFORM OR ANY PORTION OF THE SERVICES WILL BE DEEMED TO BE ACCEPTANCE BY CUSTOMER OF ANY SUCH MODIFIED VERSION OF THESE TERMS OF USE. These Terms of Use will apply to all Orders submitted in connection with this Agreement.

14.2 Notice. Curated.Media may provide notices to Customer, at Curated Media’s option, by email to the email address provided by Customer to Curated.Media Platform, by mail to the postal address provided by Customer to Curated.Media Platform, or by posting on the Platform or any Curated.Media website to which Customer has access in connection with this Agreement.

14.3 Relationship of the Parties. Customer and Curated.Media are independent contractors and nothing in this Agreement will give Customer the right, power or authority to create any obligation or responsibility on behalf of Curated Media. Except as expressly set forth in this Agreement, neither Customer nor Curated.Media will have any right, power, or authority to create any obligation or responsibility on behalf of the other and this Agreement is not intended to benefit, nor will it be deemed to give rise to any rights in, any third party. Notwithstanding the foregoing, Customer acknowledges and agrees that (a) Curated.Media may perform any of its obligations or exercise any of its rights under this Agreement through one or more of its Affiliates.

14.4 Assignment. Customer may not assign its obligations under this Agreement without prior written consent of Curated.Media except in connection with any merger, consolidation, reorganization, sale of all or substantially all of its assets or any similar transaction. Any attempt to assign in violation of this section is void in each instance. Curated.Media may assign this Agreement (or any of its rights and obligations under this Agreement) (i) to any of its Affiliates; or (ii) in connection with any merger, consolidation, reorganization, sale of all or substantially all of its assets or any similar transaction.

14.5 Waiver; Severability. No failure or delay on the part of Curated.Media in exercising any right, power, condition or remedy under this Agreement will operate as a waiver by Curated Media, nor will any single or partial exercise of any such right, power, condition or remedy preclude any other or further exercise or the exercise of any other right, power, condition or remedy by Curated Media. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective only to the minimum extent necessary without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of any provision in any other jurisdiction. Notwithstanding anything to the contrary herein, nothing in the Agreement shall, or shall be interpreted or construed to, induce or require either party hereto to act in any manner (including taking or failing to take any actions in connection with a transaction) which is inconsistent with or penalized under any U.S. Laws, regulations, rules or requirements that apply to any party to the Agreement.

14.6 Interpretation. As used in this Agreement, the word “including” is a term of enlargement meaning “including without limitation” and does not denote exclusivity. The defined terms herein will apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun will include the corresponding masculine, feminine, and neuter forms. All references in these Terms of Use to “Sections” will be deemed to be references to the corresponding Section of these Terms of Use unless the context requires otherwise. The section headings and subheadings contained in these Terms of Use are included for convenience only, and will not limit or otherwise affect the interpretation of these Terms of Use. It is the express wish of the parties that this Agreement be drafted in English.

15. Binding Arbitration & Class Action Waiver

15.1 Arbitration. As a material part of the Agreement, any and all disputes, claims, or controversies arising out of or relating to the Agreement shall be determined exclusively by confidential, final, and binding arbitration as follows:

(a) General. Unless the parties mutually agree to another arbitration service provider, the matters submitted to arbitration shall be heard and determined by a single arbitrator in Los Angeles (or another mutually agreed upon venue), in accordance with the then-existing comprehensive arbitration rules or the streamlined arbitration rules of the Judicial Arbitration and Mediation Services (“JAMS”). Any party to the arbitration may request JAMS to identify panels of retired or former jurists qualified and able to sit as arbitrators of the matters submitted for arbitration and the arbitrator determining the submitted matters shall be selected from such panels pursuant to JAMS rules. Except as otherwise determined by the arbitrator, the fees of the arbitration charged by JAMS initially will be paid equally by both parties. However, the arbitrator shall have the right to order either party to pay all fees and costs as part of the award.

(b) Waiver; Final Award. By agreeing to submit all disputes, claims and controversies to binding arbitration, Customer and Curated.Media expressly waive their rights to have such matters heard or tried in court before a judge or jury or in another tribunal. Unless an arbitrator commits errors of law or legal reasoning, any arbitration award shall be final, binding, and conclusive upon the parties, subject only to judicial review provided by statutes governing arbitrations, and a judgment rendered on the arbitration award may be entered in any state or federal court having jurisdiction thereof.

15.2 Class Action Waiver. Customer and Curated.Media agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class action, mass action, or representative action.