EPSILON GENERAL SERVICES AGREEMENT

THIS GENERAL SERVICES AGREEMENT (this “GSA”) is between you (“Marketing Partner” or “Advertiser”) and the Conversant and/or Epsilon legal entity named in a Service Order or Insertion Order (“Conversant”, “Epsilon” or “CJ”) on behalf of itself and/or one or more of its Affiliates (defined below), each a “Party” and, together, the “Parties”.

1. DEFINITIONS AND ORDER OF PRECEDENCE

1.1. Unless otherwise defined herein, in a Service Order or IO, the following definitions shall apply to the Agreement:

Ad(s) means advertising material or surveys (including, if applicable, any Marketing Partner Content) disseminated by Epsilon on behalf of Marketing Partner or its Affiliate.

Affiliate(s) means any corporation which controls, is controlled by, or is under common control with the applicable Party.

Confidential Information means the existence and terms of the Agreement and all administrative, technical, financial, trade secret, or other private information, not generally available to the public, including any Epsilon rates or pricing information, whether or not such Confidential Information carries a proprietary legend or is transmitted verbally. Confidential Information does not include information, even if designated by a Party or its Affiliate, which: (a) is or becomes generally available to the public without a breach of the Agreement; (b) can be documented as being in possession of the Recipient (defined in Section 6.1 below) prior to its disclosure by the Discloser (defined in Section 6.1 below); (c) becomes available from a third party not in breach of any obligations of confidentiality and without knowledge by the Recipient of any breach of a fiduciary duty or obligation; or (d) is documented to have been independently developed by the Recipient.

Epsilon Creative Services means the creative services described in a Service Order and, if applicable an IO.

Device Tracking Technologies means any technology, tool, or code (including cookies, pixels, SDKs, APIs, local shared objects, and scripts) embedded within an Ad or within Marketing Partner's or its Affiliate’s digital property(ies) or server(s) that enables access to or storage of information on a Visitor's device.

Intellectual Property Rights means all copyright; patent rights; trade or service marks; design rights; logos, URLs, domain names, proprietary technology, rights in or relating to databases; rights in or relating to confidential information; and any other intellectual property rights (registered or unregistered) throughout the world; including all rights of reversion and rights to any applications and pending registrations and the right to sue for and recover damages for past infringements.

IO or Insertion Order means any order executed or accepted by the relevant parties specifying any Services, terms and/or fees payable for the Services.

Laws has the meaning given to this term in Section 7.1.3 below.

Marketing Partner Content means content advertising materials, design branding requirements (such as colour codes), any design assets, and any and all other information or content provided to Epsilon by Marketing Partner or its Affiliate or on Marketing Partner’s or its Affiliate’s behalf as part of or in connection with the Services, whether in the form of copy, text, images, video, audio files or other form, and regardless of the format, including Marketing Partner Intellectual Property Rights.

Services means the description of the services set out in a Service Order and, if applicable, in an IO.

Service Order means the additional terms and conditions specific to the Services.

Visitor means any natural person who visits digital properties.

1.2. The Parties intend that this GSA, any Service Orders and any IOs, to the maximum extent practical, shall be construed in a manner that yields the greatest internal consistency between and among them. Subject to the foregoing, in the event of a conflict between the terms of this GSA, any Service Order and/or any IO it shall be resolved by giving precedence in the following order: (1) this GSA; (2) Service Order; and (3) any Insertion Order; provided, however, that the Parties may in a Service Order or an IO agree, with respect to the Services offered under the applicable Service Order, to: (a) exclude, accept, or modify any portion or otherwise controlling provisions of this GSA; and/or (b) adopt a clause or provisions to apply in lieu of any otherwise controlling provisions of this GSA. For the avoidance of doubt, in the event of a conflict between the terms of this GSA and the modified terms of the Service Order or IO, the modified Service Order or IO shall prevail for that Service Order only.

1.3. The word “including” shall not be construed in any way to limit the scope of the term that it references but shall be construed to mean “including, but not limited to.”

2. STRUCTURE OF AGREEMENT AND SERVICE ORDERS.

2.1. Marketing Partner is not required to sign this GSA or acknowledge this GSA in order for the Agreement to become effective and binding on it. By signing or clicking to accept a Service Order or an Insertion Order, as applicable, Marketing Partner agrees to the terms of the Agreement.

2.2. If Marketing Partner already has an existing and valid agreement in place (a “Legacy Agreement”), the terms of that Legacy Agreement shall continue and be unaffected hereby, unless otherwise specified and agreed in writing by the parties to that Legacy Agreement.

2.3. Epsilon and its Affiliates offer a full suite of products and/or services under the terms of separate Service Orders, which, if applicable, must be agreed to separately. Each Service Order will only be applicable and binding as related to the Services set out therein.

2.4. Agency warrants and represents it has the requisite authority to act on behalf of Marketing Partner. Any obligation of Marketing Partner pursuant to the Agreement may be satisfied by an agency which has been duly appointed by Marketing Partner to act on Marketing Partner’s behalf (the “Agency”) and shall be deemed to be an obligation of Marketing Partner and the Agency. Additionally, any right of Marketing Partner pursuant to the Agreement may be exercised by the Agency and shall be deemed to be a right of Marketing Partner and the Agency. Collectively, Marketing Partner and Agency will be referred to as “Marketing Partner” or “Advertiser”. Each shall be jointly and severally liable for the obligations of the other under the Agreement.

Agency shall be liable for payment for the Services, regardless of any contrary language in any past, contemporaneous or future writing, regardless of whether Epsilon receives payment from Marketing Partner. Agency will make available to Epsilon upon request written confirmation of the relationship between Agency and Marketing Partner and of Agency’s authorisation to act on Marketing Partner’s behalf in connection with the Agreement. In addition, upon the request of Epsilon, Agency will confirm whether Marketing Partner has paid to Agency in advance funds sufficient to make payments pursuant to the Agreement.

2.5. Marketing Partner acknowledges that Epsilon may enter into contracts with third party suppliers in respect of the Services and Marketing Partner’s or its Affiliates’ sole remedy arising out of or in connection with any act or omission of the third party supplier in respect of a the relevant third party contract shall be limited to the amounts Epsilon is able to recover from the relevant third party.

2.5 Marketing Partner is entering into this Agreement for the benefit of itself and its Affiliates. An Affiliate may order Services itself by executing a Service Order and applicable IO, in which case, for the purpose of that Service Order and IO, the Affiliate shall take on the obligations and benefits of the Marketing Partner as set out in the Agreement with respect thereto. Alternatively, Marketing Partner may itself order Services pursuant to a Service Order and IO to be provided for the benefit of its Affiliate, in which case Marketing Partner shall ensure that, to the extent Marketing Partner does not perform its obligations under this Agreement itself, the Affiliate instead performs the relevant obligation.

3. FEES AND PAYMENT

Fees and payment terms for the Services performed by Epsilon will be set forth in the applicable Service Order(s) and/or the IO(s). Fees for Services performed shall be exclusive of taxes. Marketing Partner will be responsible for the payment of any local sales, use, value added, excise, duty and any other taxes assessed, other than taxes based on Epsilon’s net income. In the event Epsilon incurs expenses related to the collection of any outstanding balance or fees, Marketing Partner shall pay reasonable expenses associated with said collection, including legal fees and collection agency fees and costs. Any late payments will accrue interest equal to one and one-half percent (1.5%) per month, or the maximum amount allowable under applicable law, whichever is less, compounded monthly. Marketing Partner agrees to pay Epsilon its reasonable expenses, including legal fees and collection agency fees, and costs incurred in enforcing its rights under this Section. Neither Marketing Partner nor its Affiliates will be entitled to deduct or offset any amounts payable to Epsilon or its Affiliates against any amount or liability that Epsilon or its Affiliate(s) may owe Marketing Partner or its Affiliates.

4. TERM AND TERMINATION

4.1. This GSA is effective as of the date the last Party signs or clicks to accept the first Service Order or IO, as applicable, and shall continue until all Service Orders and IOs have expired or are terminated as expressly permitted in the Agreement. Termination of any Service Order or IO will not have the effect of terminating this GSA or any other Service Orders or IOs, but termination of this GSA will automatically terminate all Service Orders and IOs.

4.2. Either Party may terminate the Agreement immediately, in whole or in part, with written notice to the other Party, should the other Party or its Affiliate:

4.2.1. engage in illegal activity of any type or misconduct which could be prejudicial to the Party’s business;

4.2.2. breach an agreement with the other Party (or its Affiliate);

4.2.3. be a party to a lawsuit involving the other Party (or its Affiliate);

4.2.4. become insolvent;

4.2.5. make an assignment for the benefit of creditors;

4.2.6. cease to do business as an ongoing concern;

4.2.7. file a petition or have a petition filed against it under any bankruptcy or insolvency laws;

4.2.8. commence negotiations with all or any class of its creditors with a view to rescheduling any of its debts or makes a proposal for or enters into any compromise or arrangement with any of its creditors; or

4.2.9. commit a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so.

4.3. Epsilon may terminate the Agreement immediately, in whole or in part, with written notice to Marketing Partner, should Epsilon in its reasonable opinion believe that Marketing Partner may not be able to fulfil its payment obligations under the Agreement.

5. DATA PROTECTION

5.1. In this Section 5, the following terms shall have the following meanings:

5.1.1. "Controller", "Data Subject", "Personal Data", "Processing" (“Processed” and "Process"), "Processor", "Special Categories of Personal Data" and “Supervisory Authority” shall have the meanings given in Applicable Data Protection Law;

5.1.2. "Applicable Data Protection Law" means: (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (the "EU GDPR"); (ii) the EU GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 (the "UK GDPR"); (iii) the EU e-Privacy Directive (Directive 2002/58/EC); (iv) ) the UK Privacy and Electronic Communications (EC Directive) Regulations 2003; and (v) any and all applicable national data protection laws made under, pursuant to or that apply in conjunction with any of (i), (ii), (iii) or (iv); in each case as may be amended or superseded from time to time;

5.1.3. "Restricted Transfer" means: (i) where the EU GDPR applies, a transfer of Personal Data from the European Economic Area (“EEA”) to a recipient in a country outside of the EEA which is not subject to an adequacy determination by the European Commission; and (ii) where the UK GDPR applies, a transfer of Personal Data from the United Kingdom (“UK”) to a recipient in a country which is not based on adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018; and

5.1.4. “Standard Contractual Clauses” means: (i) where the EU GDPR applies, the contractual clauses annexed to the European Commission's Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council ("EU SCCs"); and (ii) where the UK GDPR applies, standard data protection clauses adopted pursuant to or permitted under Article 46 of the UK GDPR ("UK SCCs").

5.2. Marketing Partner may disclose or otherwise permits Epsilon to collect certain Personal Data about Visitors to Marketing Partner's digital properties and/or about Marketing Partner's customers and prospective customers (collectively, the "Data"). Epsilon will Process the Data for the purpose of performing the Services or as otherwise described in the relevant Service Order and/or IO (the "Permitted Purposes"). The categories of Data that Epsilon Processes for the Permitted Purposes, and the nature of Processing activities that Epsilon performs, are set out in more detail in the relevant Service Order and/or IO. Marketing Partner shall ensure that no Special Categories of Personal Data are disclosed or made available to Epsilon nor any Personal Data relating to Data Subjects under the age of 16.

5.3. Marketing Partner acknowledges that it is a Controller of the Data it discloses or otherwise permits Epsilon to collect, and Epsilon will also Process the Data as a Controller for the Permitted Purposes. Epsilon may share the Data back with Marketing Partner for Marketing Partner to use solely for purposes compatible with the Permitted Purposes and always in accordance with Applicable Data Protection Law. Each Party will comply with its responsibilities as a Controller under Applicable Data Protection Law in respect of its Processing of the Data.

5.4. Without limiting each Party's obligation to comply with the Applicable Data Protection Law to which it is subject (in accordance with Section 5.3), the Parties agree that they shall each fulfil the specific data protection compliance responsibilities described below:

5.4.1. Each Party shall: (i) maintain a prominent and publicly accessible privacy notice on their respective digital properties that satisfies the transparency and other requirements of Applicable Data Protection Law; (ii) ensure such privacy notice discloses the means by which a Data Subject can contact the Party in order to exercise its data protection rights under Applicable Data Protection Law; and (iii) identify, and only Process the Data in a manner consistent with, one or more lawful bases under Applicable Data Protection Law.

5.4.2. Marketing Partner shall implement a mechanism to obtain Visitor consent on any digital properties on which Marketing Partner will deploy Epsilon Device Tracking Technologies to collect Data. Such mechanism must: (a) provide prominent notice to Visitors that the digital property deploys Device Tracking Technologies operated by Epsilon for the Permitted Purposes; (b) provide Visitors a link to Epsilon's privacy notice; (c) display to Visitors all necessary disclosures, and obtain all necessary consents, prior to service of the Device Tracking Technologies to the Visitor; and (d) offer all necessary opt-out mechanisms; in each case as is required to comply with Applicable Data Protection Law.

5.4.3. Marketing Partner shall ensure that, in respect of any Data that it collects and provides to Epsilon (that is, other than Data collected by Epsilon using Device Tracking Technologies on Marketing Partner's digital properties): (a) it collects the Data fairly and lawfully and in compliance with Applicable Data Protection Law; (b) it provides prominent notice to Data Subjects, at the point of Data collection, that their Data shall be Processed by Epsilon for the Permitted Purposes, and such notice shall include a link to Epsilon's privacy notice; (c) it offers Data Subjects the ability to opt-out of such Processing by Epsilon; and (d) it will not disclose or make available to Epsilon any Data relating to Data Subjects that have opted-out of Processing for the Permitted Purposes. Upon request Epsilon shall provide Marketing Partner with such information as Marketing Partner may reasonably require about Epsilon's Processing of Data under this Agreement (including the use of Device Tracking Technologies) so that Marketing Partner can ensure that such information is presented to Data Subjects.

5.5. Epsilon may also make available to Marketing Partner certain Personal Data about Visitors to third party digital properties on which Ads are served (the "Metrics Data") using Device Tracking Technologies. Marketing Partner will Process the Metrics Data solely for relevant purposes described in the relevant Service Order or IO (the "Metrics Permitted Purposes"). The categories of Metrics Data that Marketing Partner shall Process for the Metrics Permitted Purposes, and the nature of Processing activities that Marketing Partner shall perform, are set out in more detail in the relevant Service Order or IO.

5.6. Each Party shall, taking into account the state of the art, the cost of implementation and the nature, scope, context and purpose of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement appropriate technical and organisational measures to protect the Data and Metrics Data from and against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access.

5.7. Each Party shall be individually responsible for responding to lawful data protection requests that it receives from Data Subjects in respect of Data and/or Metrics Data that it Processes. To the extent that either Party (the "Receiving Party") receives a request relating to Processing performed by the other Party (the "Other Party"), the Other Party shall provide such information and assistance as is reasonably necessary to the Receiving Party to enable the Receiving Party to respond to such request in accordance with Applicable Data Protection Law.

5.8. Marketing Partner acknowledges that it may need to integrate its digital properties with certain industry tools or mechanisms that provide Data Subjects with notice and choice regarding the Processing of their Personal Data, including by way of example the Interactive Advertising Bureau's Transparency and Consent Framework, in order to receive certain Services or the full functionality of certain Services.

5.9. In the event that either Party receives any correspondence, enquiry or complaint from a Supervisory Authority ("Correspondence") directly related to the Data and/or Metrics Data Processed under this Agreement it shall promptly inform the other Party giving details of the same, and the Parties shall cooperate reasonably and in good faith in order to respond to the Correspondence in accordance with any requirements under Applicable Data Protection Law.

5.10. Neither Party shall engage in a Restricted Transfer in relation to Data or Metrics Data unless it has taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. To the extent that Marketing Partner's disclosure of Data to, or permitted collection of Data by, Epsilon is a Restricted Transfer such Restricted Transfer shall be subject to:

5.10.1. For Epsilon and/or Conversant branded business lines, the Data Transfer Addendum available here: https://legal.epsilon.com/eu/model-clauses

5.10.2. For CJ branded business lines, the Data Transfer Addendum available here: https://www.cj.com/legal/model-clauses

5.11. If Epsilon becomes aware that any government authority (including law enforcement) wishes to obtain access to or a copy of some or all of the Data, then Epsilon will only make available the Data to the extent Epsilon is legally required to do so. In no event shall Epsilon disclose Data in a massive, disproportionate and indiscriminate manner that goes beyond what is necessary in a democratic society. Epsilon shall have in place, maintain and comply with a policy governing Personal Data requests from government authorities which at minimum prohibits: (1) massive, disproportionate or indiscriminate disclosure of Data; and (2) the disclosure of Data without a subpoena, warrant, writ, decree, summons or other legally binding order that compels disclosure of such.

5.12. This Section 5 shall survive termination or expiry of the Agreement. Upon termination or expiry of the Agreement each Party may continue to Process the Data or Metrics Data under its control provided that such Processing complies with the requirements of this Section 5 and Applicable Data Protection Law.

6. CONFIDENTIALITY

6.1. Each Party (the “Recipient”):

6.1.1. must and must ensure its Affiliates hold in confidence and not disclose any Confidential Information of the other Party and other Party’s Affiliates (the “Discloser”) except as expressly permitted by the Agreement;

6.1.2. shall, and shall ensure its Affiliates, only use the Discloser’s Confidential Information to fulfil its obligations under the Agreement; and

6.1.3. shall, and shall ensure its Affiliates, keep such Confidential Information in confidence and protect such Confidential Information, including, but not limited to, by security measures at least as restrictive as those it takes to protect its own Confidential Information, but in no case less than reasonable security measures.

6.2. Recipient may disclose the Discloser's Confidential Information:

6.2.1. to its Affiliates, employees, officers, representatives or advisers who need to know such information for the purposes of carrying out its obligations under the Agreement, and who are under obligations of confidentiality at least restrictive as those set out in this Section; and

6.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority (but only to the extent of such requirements).

6.3. The obligations as to confidentiality in the Agreement will not apply to any information which:

6.3.1. is available to the public other than because of any breach of the Agreement;

6.3.2. is, when it is supplied, already known to whomever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or

6.3.3. is independently obtained by whomever it is disclosed to in circumstances in which they are not prevented from disclosing it to others.

6.4. At the express written request of the Discloser, the Recipient shall return or destroy any Confidential Information of the Discloser to the extent practicable.

6.5. Nothing in Section 6.5 shall require the Recipient to return or destroy any documents and materials containing or based on the Discloser’s Confidential Information that the Recipient is required to retain by applicable law, or to satisfy the requirements of a regulatory authority or body of competent jurisdiction or the rules of any listing authority or stock exchange, to which it is subject. The provisions of the Agreement shall continue to apply to any documents and materials retained by the Recipient pursuant to this section.

6.6. Without prejudice to any other rights or remedies that the Discloser may have, each Party acknowledges and agrees that damages alone may not be an adequate remedy for any breach of the terms of this section by the Recipient. Accordingly, the Discloser shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the Agreement.

7. MUTUAL WARRANTIES

7.1. Each Party represents and warrants that:

7.1.1. it has the full power and authority to enter into the Agreement.

7.1.2. its execution of and performance under the Agreement does not and will not breach or cause a default under any other agreement, contract or joint venture agreement to which it is a party.

7.1.3. its performance hereunder will comply with all applicable laws, rules and regulations in force from time to time, including, without limitation, Applicable Data Protection Law (collectively “Laws”). Any agency executing this GSA, Service Order or IO on behalf of its client represents and warrants that it has the authority to bind its client to the terms stated herein and for all obligations under this GSA, Service Order and any IO.

8. RIGHTS, TITLE AND INTELLECTUAL PROPERTY

8.1. All pre-existing Intellectual Property Rights belonging to each Party and/or its Affiliates prior to the effective date of the Agreement shall remain vested in that Party (or the Affiliate). Unless expressly provided in a Service Order or IO, all rights, title, including all Intellectual Property Rights in, arising out of, or created as a result of the provision of the Services or any modifications to the Services shall vest in Epsilon. All goodwill attached to Epsilon’s Intellectual Property Rights is and shall remain vested in Epsilon. Marketing Partner and its Affiliates shall have no rights in or to the Services (or any modifications to the aforementioned) other than the limited right to use the Services in accordance with the Agreement.

8.2. Marketing Partner shall, and shall ensure its Affiliates do, not directly or indirectly: (a) reverse engineer, decompile, or disassemble any Epsilon Intellectual Property Rights; (b) copy, rent, sell, lease, transfer, or distribute any of Epsilon’s Intellectual Property Rights; (c) modify or create any derivative works based upon Epsilon’s Intellectual Property Rights; (d) create or attempt to create a substitute or similar service or product through use of or access to any Epsilon Intellectual Property Rights; (e) remove, obscure, or alter any patent, trademark, copyright, or other proprietary notice relating to Epsilon Intellectual Property Rights; or (f) tamper with or work around any technical limitations of any Epsilon Intellectual Property Rights.

8.3. Epsilon represents and warrants that, to the best of its knowledge, information and belief, the Services and Epsilon Creative Services (with the exception of Marketing Partner Content and/or third party content), their supply and/or provision by Epsilon and their receipt, and possession by Marketing Partner and/or its Affiliates, do not and will not infringe the Intellectual Property Rights of any third party. In the event of a third party claim against either Epsilon’s Intellectual Property Rights or right to offer any good or service, or if, in Epsilon’s opinion, such a claim is likely, Epsilon shall have the right, in its sole discretion, to: (a) secure the right to continue using the intellectual property, good, or service; (b) replace or modify the intellectual property, good, or service to make it non-infringing, provided that any such replacement or modification will have similar operating capabilities and functionalities of the allegedly infringing intellectual property, good, or service provided hereunder; or (c) terminate the applicable Service Order or IO immediately, in whole or in part, if it is unable to secure, replace, or modify the intellectual property, good, or service as set forth in subsections (a) and (b) herein.

9. MARKETING PARTNER REPRESENTATION AND WARRANTIES

9.1. Marketing Partner represents and warrants that:

9.1.1. is and its Affiliates hold all necessary rights to permit the use, reproduction, distribution, transmission or display of all Marketing Partner Content and any materials to which Visitors can link through from the Ads, or any products or services made available to Visitors through the Ads and such Marketing Partner Content will not: (a) violate any Laws and/or give rise to criminal or civil liability or infringe any Intellectual Property Rights or any other personal, moral, contract or property of any third party (collectively “Unlawful Conduct”); (b) (i) contain or transmit any viruses , malware, adware, spyware, worms, Trojan horses, or any other harmful programs or code, or (ii) contain or promote obscene, abusive, violent, bigoted, hate-oriented, cracking, hacking or warez content or conduct (collectively “Offensive Conduct”); or (c) encourage conduct that would constitute Unlawful Conduct or Offensive Conduct.

9.1.2. it is solely responsible for the content of the Ads, has a reasonable basis for all claims made within the Ads, the Ads comply will all Laws and contain all disclosures required by Laws, any information supplied in connection with the Ads is accurate, complete, true and not misleading, it possesses appropriate documentation to substantiate any claims made in its Ads and shall fulfil all commitments made in its Ads;

9.1.3. the Ads, Marketing Partner’s and its Affiliates’ websites and any claims made therein do not contain any information which may bring Epsilon its Affiliates, their services or products in disrepute.

10. LIMITATION OF LIABILITY

10.1. Nothing in the Agreement shall limit or exclude the liability of either Party for:

10.1.1. Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

10.1.2. Fraud or fraudulent misrepresentation, wilful default or deliberate breach of this Agreement; and

10.1.3. Any obligations to pay Fees, costs and expenses arising under this Agreement, any Service Order or any IO; and

10.1.4. Any matter in respect of which it would be unlawful to exclude or restrict liability.

10.2. Subject to Section 10.1:

10.2.1. Neither Party shall under any circumstances whatever be liable to the other or other’s Affiliates, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

a) any loss of profit, sales, revenue, or business;

b) loss of anticipated savings;

c) loss of or damage to goodwill;

d) loss of agreements or contracts;

in each the foregoing whether direct or indirect,

e) any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.

10.2.2. The total liability of each Party to the other Party in respect of all other loss or damage arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, and whether suffered by a Party or its Affiliate, shall in no circumstances exceed the total amount paid by Marketing Partner and its Affilaites to Epsilon under the applicable Service Order in the 12 months preceding the claim giving rise to the liability.

11. ANTI-BRIBERY AND ANTI-CORRUPTION

Each Party shall comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including, but not limited to, the US Foreign and Corrupt Practices Act 1977 and the UK Bribery Act 2010.

12. BREXIT TRIGGER, RENEGOTIATION AND TERMINATION

12.1. Right to renegotiate or terminate. If a Brexit Trigger Event (as defined in sub-Section 12.2 below) occurs, either Party may: (i) require the other Party to negotiate in good faith an amendment to the Agreement to alleviate the Brexit Trigger Event; and (ii) if no such amendment is made to this Agreement within 30 days, terminate the Agreement by giving the other Party not less than 30 days’ written notice.

12.2. “Brexit Trigger Event” means either of the following events occurring at any time after the UK ceases to be a Member State of the EU: (i) a substantial adverse impact on a Party's ability to perform the Agreement in accordance with its terms and the law; (ii) an increase in the costs incurred by Epsilon in performing the Agreement of at least 10% since the price for the Services was last agreed.

12.3. Overlap with other rights and obligations. Save as expressly provided in this Section 12, a Brexit Trigger Event shall not terminate or alter (or give any Party a right to terminate or alter) the Agreement, or invalidate any of its terms or discharge or excuse performance under it. If there is an inconsistency between the provisions of this Section and any other provision of the Agreement, the provisions of this Section shall prevail.

13. DISCLAIMER OF WARRANTIES

Marketing Partner agrees that its and its Affilaites’ use of the Services is solely at its and their own risk. Marketing Partner agrees that such Services are provided on an “as is”, “as available” basis. Epsilon expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Epsilon makes no warranty that the Services will meet Marketing Partner’s or tis Affiliates’ requirements, or that the Services will be uninterrupted, timely, secure, or error free; nor does Epsilon make any warranty as to the results that may be obtained from the use of the Services or as to the accuracy or reliability of any information obtained through the Services or that defects in the Services will be corrected. Marketing Partner understands and agrees that any material and/or data downloaded or otherwise obtained through the use of Services is done at its and its Affiliates’ own discretion and risk and that Marketing Partner will be solely responsible for any damage to its computer system or loss of data that results from the download of such material and/or data. Epsilon make no warranty regarding any transactions entered into through the Services. No advice or information, whether oral or written, obtained by Marketing Partner or its Affiliates from Epsilon or through the Services shall create any warranty not expressly made herein.

14. FORCE MAJEURE

Except with respect to Marketing Partner’s and its Affiliates’ payment obligations described herein or in a Service Order and/or an IO, neither Party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond its reasonable control, including, but not limited to, electrical outages, failure of Internet service providers, default due to Internet disruption, including, but not limited to, denial of service attacks, riots, insurrection, pandemic, acts of terrorism, war, fires, floods, earthquakes, explosions, and other acts of nature, provided that such default or delay cannot be reasonably circumvented by the non-performing Party and that the non-performing Party uses reasonable efforts to resume performance as soon as practicable under the circumstances.

15. THIRD PARTY RIGHTS

15.1. Unless expressly provided elsewhere in the Agreement, a person who is not a Party to the Agreement other than Affiliates of Epsilon shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 (or equivalent under the laws governing the Agreement), to enforce any term of the Agreement.

15.2. The rights of the Parties to rescind or vary this Agreement are not subject to the consent of any other person.

16. MARKETING

Marketing Partner acknowledges that Epsilon may identify Marketing Partner and its Affiliates as a client of Epsilon and use Marketing Partner Content in order to perform its obligations under the Agreement. Any other use of either Party’s or its Affiliates’ name shall require that Party’s or Affiliate’s prior written consent, which consent shall not be unreasonably withheld or delayed.

17. INDEPENDENT CONTRACTORS

The relationship of the Parties shall be solely that of independent contractors, and nothing in the Agreement or in the business or dealings between the Parties and Affiliates shall be construed to make them joint venturers or partners with each other. Neither Party shall do anything to suggest to third parties that the relationship between the Parties is anything other than that of independent contractors.

18. SEVERABILITY AND WAIVER

If any provision of the Agreement is held by any court of competent jurisdiction to be illegal, null or void, or against public policy, the remaining provisions shall remain in full force and effect. The Parties shall in good faith attempt to modify any invalidated provision to carry out the Parties’ stated intentions. The waiver of any breach of any provision under the Agreement by any Party or Affiliate shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.

19. SURVIVAL

Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of the Agreement shall survive and remain in effect.

20. ASSIGNMENT

Neither Party may assign the Agreement to a third party without the other Party’s prior express written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that: (a) Epsilon may assign any or all of Epsilon’s rights and obligations under the Agreement to any of its Affiliates; and (b) either Party may (without consent) of the other Party assign its rights and obligations under the Agreement in connection with a sale or other transfer of all or substantially all of its assets or equity, or in the event of a change of control, merger or other reorganisation, provided that such successor entity is not in direct competition with Epsilon or its Affiliate(s).

21. ENTIRE AGREEMENT AND AMENDMENT

21.1. The Agreement contains the entire agreement and understanding of the Parties, and, with the exception of any currently existing and valid Legacy Agreement, supersedes all prior agreements and understandings between the Parties, whether oral or written, regarding the subject matter hereof. The Parties acknowledge that the terms of any other agreement that the Marketing Partner or its Affiliate may have in place with an Affiliate of Epsilon shall not apply to the Agreement.

21.2. Epsilon reserves the right, at its discretion, to modify, add, or remove any of the terms of this GSA, at any time by posting a revised GSA on its website for at least 14 days before it becomes effective. Marketing Partner’s and/or its Affiliate’s continued use of the Services after the effective date of such change shall be deemed acceptance by the Marketing Partner of the revised GSA.

22. BINDING EFFECT

The Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Each Party agrees that it has had the opportunity to review the Agreement and neither Party shall be considered the drafter.

23. CHOICE OF LAW AND LEGAL FEES

23.1. In the event of a dispute (a) Epsilon and Marketing Partner irrevocably submit and consent to the exclusive jurisdiction of the courts set out in the relevant Service Order or IO, as applicable, and hereby agree that such courts shall be the exclusive proper forum for determination of any dispute arising in connection with the Agreement and (b) the Agreement will be governed by the laws of the jurisdiction set out in the relevant Service Order or IO, as applicable. In the event, that the relevant Service Order or IO does not specify governing law and jurisdiction, the Agreement and any dispute, controversy, proceeding or claim of whatsoever nature (including non-contractual disputes and claims) arising out of or in connection with it or its subject matter or its formation shall be governed by and construed in accordance with English Law and each party irrevocably submits to the exclusive jurisdiction of English courts with venue in London, England in relation to any dispute, controversy, proceeding or claim (including non-contractual disputes or claims), arising out of or in connection with this Agreement or its subject matter or formation.

23.2. The prevailing Party of any litigated dispute arising out of or relating in any way to the Agreement shall receive its reasonable legal fees, together with its reasonable costs and expenses incurred resolving the dispute, as part of the judgment.

Epsilon International UK Ltd
General Services Agreement

Confidential and Proprietary Information

21 July 2023