Master Services Agreement

Last Updated September 8, 2020

This Master Services Agreement (“Agreement”) is entered into between you and Sovrn, Inc., with its principal place of business located at 5541 Central Avenue, Suite 100, Boulder, CO 80301 (on behalf of its affiliates and subsidiaries, “Sovrn,”), and sets forth the legally binding terms between you and Sovrn that govern the delivery of services (individually, a “Service,” and collectively, the “Services”) between you and Sovrn.

1. Acceptance. By using Sovrn’s Services, you agree to be bound by the terms of this Agreement and any applicable service terms and conditions attached, later agreed to by you online, or later incorporated into this Agreement in a writing signed by you and Sovrn (collectively, the “Terms & Conditions”).

2. Payment Terms.
(a). Payments to You. Where applicable, Sovrn retains its right to adjust payments to you due to non-payment from or adjusted by advertisers or merchants, or where Sovrn later determines that a prior payment to you resulted in an overpayment. Sovrn may reduce the amount of any payment payable to you by the amount of any other obligation that is or becomes due and payable by you to Sovrn, and you shall be deemed to have consented to such reduction.

(b) Payments to Sovrn. Any payments to Sovrn are due within thirty (30) days following the invoice date. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). You agree to reimburse Sovrn for reasonable expenses and attorneys’ fees incurred by Sovrn in connection with Sovrn’s collection of any late payment. Any deviations from the payment terms in this Agreement will be specified in the applicable Terms & Conditions.

(c) Taxes. All amounts are exclusive of taxes and payable in U.S. dollars only unless otherwise agreed by the parties. You agree to pay all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed on you by any federal, state or local governmental entity in connection with the delivery or your receipt of the Services.

3. The Sovrn Platform. If applicable, to enable your use of or the delivery of Services, you may need to create an account on the Sovrn Platform, and such use is subject to your creation, and Sovrn’s approval of, your account (“Account”). You should be aware that your Account is a dashboard belonging to Sovrn. You therefore have no proprietary interest in your Account, and accordingly, Sovrn reserves the right to view, monitor, and/or record activity in your Account without notice or permission from you. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal activity. Sovrn will also comply with all court orders involving requests for such information. In addition to the foregoing, Sovrn reserves the right to, at any time and without notice, modify, suspend, terminate, or interrupt your operation of or access to your Account for any reason.

4. Confidentiality. “Confidential Information” of a disclosing party under this Agreement (“Discloser”) means all of the Discloser’s non-public information, including without limitation, the terms of this Agreement. Confidential Information of Discloser shall not be used by the other party hereto (“Recipient”) for any purpose other than performing Recipient’s obligations or exercising Recipient’s rights as contemplated in this Agreement or the applicable Terms and Conditions, and subject to the terms of this Agreement or any applicable Terms & Conditions, Recipient will not disclose the Confidential Information of Discloser to any third party without Discloser’s prior written consent. Recipient agrees that it shall treat all Confidential Information of Discloser with the same degree of care as it accords to its own Confidential Information, but in no event with less than reasonable care. Notwithstanding the foregoing, Recipient may disclose Confidential Information (i) to the extent required by law or (ii) to its employees, attorneys, accountants, banks, and other financing sources and their advisors under an obligation of confidentiality; provider, however, Recipient uses its best efforts to provide advance written notice to Discloser of such disclosure and work in good faith with Discloser to procure or obtain any reasonable protections with respect to the Confidential Information.

5. Representations and Warranties. Each party represents and warrants to the other party that: (i) it holds all rights necessary to perform its obligations hereunder; (ii) all information provided by it to the other party is complete, correct, and current; (iii) it will operate in accordance with all applicable privacy policies and all applicable laws, rules, and regulations, including without limitation, applicable privacy and data security laws, rules, and regulations; (iv) it has obtained all licenses, authorizations, approvals, consents, or permits required by applicable law to conduct its business generally; (v) it has the full right, power and authority to use all intellectual property or data in performing the Services and to grant any rights and licenses set forth in this Agreement or applicable Terms & Conditions; and (vi) it will not infringe the rights of any person or entity in connection with its use, receipt, or delivery of the Services.

6. Indemnification. Each party agrees to indemnify, defend and hold harmless the other party and its agents, affiliates and licensors from any and all losses, claims, damages, liabilities and expenses arising from third-party claims or any government or industry investigation, including the reasonable costs of investigation and reasonable attorneys’ fees (collectively, the “Claims“), arising out of or related to the indemnifying party’s breach of any representation, warranty, or covenant, or any other provision of this Agreement or the applicable Terms & Conditions, or allegations thereof.

7. Use of Technology to Enable the Delivery of Service(s). You may be required to access, implement, or use scripts and/or technology (“Sovrn IP”) to enable Sovrn’s delivery of the Service(s) to you. You agree to use the Sovrn IP as directed by Sovrn – without modification, cover, or obscurity – and only on a property that Sovrn has approved in advance. Upon Sovrn’s written request, you must discontinue your use of the Sovrn IP. Subject to the terms of this Agreement and the applicable Terms & Conditions, Sovrn grants to you a non-exclusive, non-transferable, non-sublicensable, revocable, and royalty free right to access and use the Sovrn IP for the limited purpose of exercising your rights and performing your obligations expressly stated in this Agreement or applicable service Terms & Conditions. You may not and will not permit any third party to: (i) reverse engineer, decompile or otherwise attempt to discover the Sovrn IP; (ii) interfere with the operation of the Sovrn IP; or (iii) use the Sovrn IP in any way other than as expressly set forth in this Agreement or the applicable Terms & Conditions.  Sovrn retains all right, title, and interest in and to the Sovrn IP, including all processes and derivative works and improvements thereto. All rights in and to the Sovrn IP which are not expressly granted to you are reserved by Sovrn.

8. Changes to the Services and Sovrn’s Privacy Policy. Sovrn is constantly changing and improving the Services. Sovrn may add or remove functionalities or features of the Services at any time, and Sovrn may suspend or stop a Service altogether. Sovrn may modify its Privacy Policy or this Agreement at any time and will post any modifications on Sovrn’s website at https://www.sovrn.com. Changes will not apply retroactively and generally will become effective 14 days after they are posted. However, changes addressing new functions for a Service or made for legal reasons will be effective immediately. If you don’t agree to any terms in Sovrn’s Privacy Policy or this Agreement, you must not use the Services. Your continued use of the Services after the Effective Date of this Agreement or the effective date of any change constitutes your agreement to follow and be bound by Sovrn’s updated privacy policy and/or this Agreement.

9. Term and Termination. This Agreement is effective as of the date of your acceptance date or the date when you begin using the Services, whichever is earlier (“Effective Date”), and shall continue until terminated by either party upon written notice to the other party; provided, however, this Agreement shall continue to govern each then-existing Terms & Conditions until such agreement is terminated pursuant to its respective terms or until you cease your use of Sovrn’s Services. If a party materially breaches any of its obligations under this Agreement or applicable Service Terms & Conditions, the other party may, in addition to its other rights at law or in equity, terminate the applicable Terms & Conditions and this Agreement: (i) immediately upon written notice to the other party of the breach, if the breach is not capable of cure, or (ii) on thirty (30) days’ written notice to the other party of the breach, if the other party fails to cure the breach within such thirty (30) day period. The foregoing notwithstanding, Sovrn may terminate your right to access and use the Services at any time, in whole or in part, as may be necessary in order for Sovrn to comply with a legal requirement. Upon termination of this Agreement or applicable Terms & Conditions, except to the extent expressly set forth in this Agreement or the applicable Service Terms & Conditions: (i) you shall remain liable for all accrued and unpaid amounts due to Sovrn; (ii) your rights to use any intellectual property or data provided to you by Sovrn are terminated, including Sovrn IP; and (iii) you shall immediately destroy and purge all Sovrn Confidential Information or Sovrn IP within your possession or control. Any right or obligation of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive termination.

10. Disclaimers. THE SOVRN SERVICES, INCLUDING ANY TECHNOLOGY, SOFTWARE, CODE, OR OTHER INTELLECTUAL PROPERTY PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED “AS-IS” AND AS AVAILABLE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, SOVRN EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE TERMS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.

11. Limitation on Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR (i) ANY COMMERCIAL LOSS OR LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (ii) ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), IN EXCESS OF $1,000.

12. Governing Law. This Agreement, and all disputes relating thereto, shall be governed exclusively by the laws of the State of Delaware, without application of its rules regarding conflicts of laws. If a dispute arises out of (or relates to) this Agreement or the breach thereof, the parties agree to submit said dispute to the courts in the State of Delaware.

13. Publicity. Sovrn may use your logo and brand names in marketing materials indicating that you are a business partner of Sovrn.

14. Miscellaneous. As used in this Agreement, “you” means the individual or entity using the Services (and/or any individual, entity, or successor entity, agency or network acting on your behalf), “we,” “us” or “Sovrn” means Sovrn, Inc. and “parties” means you and

Sovrn. Each party will, in all matters relating to this Agreement, act as an independent contractor. Sovrn’s affiliates or subsidiaries may perform some or all of the Services. You agree to promptly provide all materials, resources, access to systems, or information reasonably requested by Sovrn to provide the Services and understand that your failure or delay in doing so may impact the delivery of Services; furthermore, you agree to hold Sovrn harmless from any impact suffered by you in connection with such delay. Except as expressly contemplated by this Agreement, neither party has, nor will represent that it has, any authority to assume or create any obligation, express or implied, on behalf of the other party, or to represent the other party in any capacity. If any provision of this Agreement is held to be unenforceable, the parties shall substitute for the affected provision an enforceable provision that best approximates the intent and economic effect of the affected provision. Sovrn will not be liable for any delay or failure to perform any of its obligations set forth in this Agreement due to causes beyond its reasonable control. You will not assign or transfer any rights or obligations under this Agreement without Sovrn’s prior written consent. Any attempted assignment or delegation in violation of this Agreement will be null, void and of no effect. This Agreement (which includes Sovrn’s privacy policy and any other terms posted on Sovrn’s website) and the terms of any applicable Terms & Conditions constitutes the entire agreement between you and Sovrn regarding the Services. Sovrn’s failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Except where otherwise indicated, any notice or communication under this Agreement shall be sent via email (i) if to you, to the email address submitted by you with your Account, and (ii) if to Sovrn, to publishersupport@sovrn.com.

These Terms & Conditions were last updated on August 6, 2020.