Terms and Conditions

These Marketing Insights Terms of Service (this "Agreement") are entered into by Stenseth Directory Services, Inc., doing business as Comporium Media Services ("CMS") and the entity or person executing this Agreement ("Customer" or "You"). This Agreement governs Customer's use of Marketing Insights (the "Service"). BY CLICKING THE "I ACCEPT" BUTTON, DOWNLOADING THE SOFTWARE/PIXEL TAG, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT AND ARE AUTHORIZED TO ACT ON BEHALF OF THE CUSTOMER AND BIND CUSTOMER TO THIS AGREEMENT. CMS and Customer are referred to herein each as a "party" and collectively the "parties". In consideration of the parties' respective rights and obligations that are described in this Agreement, the parties agree as follows: Nonexclusive License. Subject to the terms and conditions of this Agreement, CMS grants Customer a limited, revocable, non-exclusive, non-sublicensable license to install and use a downloadable pixel tag and/or software solely as necessary for Customer to use the Service on Customer Properties. The Service consists of the collection of Customer Data that is used to develop demographic, geographic, psychographic, and behavioral characteristics of visitors to Customer Properties. CMS's right to license the software is derived from a third-party license agreement, and CMS may use third parties to assist CMS in providing the Service or otherwise in performing its obligations under this Agreement. Customer Data. Customer hereby grants CMS a non-exclusive worldwide license to Process Customer Data and transmit Customer Data to third party contractors as necessary to provide Customer with the Service or as otherwise necessary for CMS to perform its obligations under this Agreement. "Customer Data" means data owned by Customer or licensed by a Customer Client to Customer, and provided to CMS. As used in this Agreement, "Users" means users and/or visitors to Customer and Customer Client Properties. "Process" means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on Customer Data in order to provide the Service including to collect, receive, input, upload, download, reproduce, store, organize, compile, index, log, catalog, cross-reference, manage, maintain, display, erase or destroy. In connection with providing the Service, Customer hereby grants CMS the right to use Device Identifiers from Customer Data and other information collected each time a device accesses Customer Properties (i.e., user agent string, and time stamp) for the purpose of creating a graph of probabilistic connections between Device Identifiers obtained from multiple sources. "Device Identifier" means any data that is linked to a particular browser or device if that data is not used, or intended to be used, to identify a particular individual, and may include, but is not limited to, unique identifiers associated with browsers or devices, such as cookie identifiers or mobile advertising identifiers, and IP addresses, where such data is not linked or intended to be linked to personally identifiable information. Customer acknowledges that (1) the Device Identifiers used to create graphs are obtained from multiple sources; (2) the graphs are not a derivative work or work product of Customer; and (3) the graphs will be available to other CMS customers and to the customers of CMS's contractor used to create the graphs. CMS reserves the right, in its sole discretion, to modify the content, the timing, and the number of graphs or reports provided hereunder. Collection of Data. Customer acknowledges that the collection of Customer Data from websites, applications, widgets, online content, or other online data sources identified by Customer (collectively, the "Customer Properties") requires that Customer and/or Customer Clients utilize a data ingestion process accepted by CMS and its third-party contractor(s), which generally consists of data ingestion via a pixel tag, software, and/or ID syncing and secure file transfer. Customer shall be responsible for placing the pixel tag and/or software on Customer Properties and for obtaining the required level of consent to collect Customer Data from Customer's and Customer Client's(s') Users. Customer and Customer Clients shall not send to CMS any usernames, addresses, phone numbers, e-mail addresses, social security numbers, or other information, which is or could be used to identify a User personally ("Prohibited Data"). Customer Obligations and Restrictions. Customer shall use the Service in accordance with the terms of this Agreement. Customer shall not, except as this Agreement expressly permits: (i) permit any third party to access or use the Service or otherwise make available the Service to any third party for any standalone commercial purpose; (ii) copy, reproduce, modify, disassemble, decompile, reverse engineer or create derivative works of the pixel tag, software, and/or Service; (iii) rent, lease, lend, sell, trade, resell, sublicense, assign, distribute, publish or transfer the Service to any third party; (iv) modify the pixel tag; (v) knowingly collect or transact data that is deemed to be personally identifiable information, personal information or personal data without obtaining the required level of consent from Users, (vi) knowingly collect or transact data from Users known to be minors, (vii) input, upload, transmit or otherwise provide to or through the Service, any information (1) that is or includes Prohibited Data, (2) that is unlawful, or (3) that contains, transmits or activates any Harmful Code; (viii) knowingly use the any information provided by CMS hereunder to re-identify individuals without obtaining such individual's express opt-in consent, (ix) access or use the Service in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property rights or other rights of any third party, or that violates any applicable law; or (x) access or use the Service for purposes of competitive analysis of the Service, the development, provision or use of a competing software service or product, or any other purpose that is to CMS's or its licensor's detriment or commercial disadvantage. "Harmful Code" means any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system or network or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data processed thereby, or (b) prevent Customer from accessing or using the Service as intended by this Agreement. Access to the Service is subject to certain usage limits as determined by CMS in its sole discretion, including any thresholds set forth in this Agreement. Customer Clients. Direct use of and access to the Services by any client of Customer (each, a "Customer Client") will require such Customer Client to adopt and agree to the terms and conditions of this Agreement and conditions of use. Before placing the marketing insights pixel tag/software, on a Customer Client website, Customer shall send CMS written confirmation from an authorized representative of the Customer Client stating that Customer has permission from the Customer Client to place the software on the website and to collect Customer Data from the Customer Client website for the purposes set forth in this Agreement and to grant CMS the rights and licenses described in this Agreement. Customer shall require all Customer Clients to make the necessary disclosures regarding the collection and use of data by third parties on all Customer Client websites and ensure that Customer Clients comply with the applicable requirements and restrictions set forth in this Agreement. Customer shall not use any third-party data provided by CMS in any sharing arrangement and shall not resell Services or any deliverables provided by CMS to any third party. All software, including marketing insights pixel tag, shall be removed from all Customer Client websites upon termination of this Agreement. If the conduct of a Customer Client would be a breach of this Agreement had the conduct been performed by Customer, then such conduct will be treated as a breach of this Agreement by Customer. Term and Termination. Either party may terminate this Agreement at any time with notice. Upon termination of this Agreement, CMS will stop providing, and Customer and its Customer Clients will stop accessing the Service. Upon termination, Customer and its Customer Clients shall promptly remove and delete the pixel tag and any software provided by CMS from all Customer Properties, and Your historical report data will no longer be available to You. The respective rights and obligations of the parties, which by their nature would continue beyond the termination or expiration of this Agreement, will survive termination or expiration of this Agreement. Without limiting the foregoing, the provisions of Sections 8, 9 and 10 shall survive the termination or expiration of this Agreement and shall continue in full force and effect thereafter. Privacy. Customer acknowledges that the collection of Customer Data is subject to certain laws, rules, regulations, and self-regulatory practices related to privacy. Customer shall comply, and shall ensure that Customer Clients comply, with all laws, rules, regulations, and self- regulatory practices applicable to obligations and actions hereunder, including without limitation, the requirement that Customer and Customer Clients publish a privacy policy that is prominently linked from the home page of its respective personal, business, or corporate website and accurately describes the collection and use of data by Customer and Customer Clients. Customer and Customer Clients shall comply with all laws, rules, regulations, and self-regulatory practices applicable to the industry in which it conducts business. Customer and Customer Clients are responsible for (i) ensuring that the collection and use of Customer Data complies with published privacy policies and all applicable laws, rules, and regulations, and (ii) publishing notice and obtaining the required level of consent to collect Customer Data from Users in each jurisdiction. Additionally, if Customer or Customer Clients collects data from properties that it/they do not own or operate, Customer and Customer Clients will require the owners of such properties to make the necessary disclosures regarding the collection and use of data by third parties on such properties. DISCLAIMER OF WARRANTIES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CMS MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. LIMITATION OF LIABILITY. AS USED THROUGHOUT THIS AGREEMENT, "CMS AFFILIATE(S)" MEANS CMS, CMS's PARENT COMPANY AND ALL COMPANIES UNDER COMMON OWNERSHIP WITH CMS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CMS AFFILIATES WILL NOT BE LIABLE FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF CMS AFFILIATES HAVE BEEN ADVISED OF, KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. CMS AFFILIATES TOTAL CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESUTLING FROM CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED $100 (USD). Indemnification. To the extent permitted by applicable law, Customer shall indemnify, hold harmless and defend CMS Affiliates, at Customer's expense, against (a) any and all third-party claims, actions, proceedings, and suits brought against any CMS Affiliate or any of their officers, directors, employees, agents or affiliates, and (b) all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys' fees and other litigation expenses) incurred by any CMS Affiliate or any of their officers, directors, employees, agents or affiliates, arising out of or relating to such third-party claims, actions, proceedings, and suits; in each case as a result of (i) Customer not having the rights to collect and use Customer Data, (ii) the use of or access to the Services by any Customer Client, (iii) Customer's breach of any term or condition of this Agreement, (iv) Customer's violations of applicable laws, rules or regulations in connection with the Service, (v) any representations and warranties made by Customer in this Agreement or made concerning any aspect of the Service, the software, pixel tag, or reports to any third party; (vi) any claims made by or on behalf of any third party pertaining directly or indirectly to Customer's use or Customer Client's(s') use of the Service, the software or reports; (vii) violations of Customer's or Customer Client's(s') obligations of privacy to any third party; and/or (viii) any claims with respect to acts or omissions of any third party in connection with the Service, the software or reports. CMS will provide Customer with written notice of any claim, suit or action from which Customer must indemnify CMS Affiliates. Customer will cooperate as fully as reasonably required in the defense of any claim. CMS reserves the right, at its own expense, to enforce this Section on behalf of all CMS Affiliates and assume the exclusive defense and control of any matter subject to indemnification by Customer. Relationship of Parties. Nothing contained in this Agreement creates or should be interpreted as creating a partnership, agency, joint venture, or employment relationship between the parties, and neither party shall have any authority to bind the other party. Notices. Any notices to CMS must be sent to: Comporium Media Services, 330 East Black Street, Rock Hill, SC 29730, with a copy to Legal Department, via first class or air mail or overnight courier, and are deemed given upon receipt. Dispute Resolution and Governing Law. Any dispute arising out of this Agreement shall be brought only in the state courts sitting in York County, South Carolina and the parties hereby accept the venue and jurisdiction of such courts and waive any venue and/or jurisdictional defenses otherwise available. This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without respect to any conflict of law principles that would refer the governance of this Agreement to the laws of any other jurisdiction. Miscellaneous. CMS will be excused from performance in this Agreement to the extent that performance is prevented, delayed, or obstructed by causes beyond its reasonable control. This Agreement is the entire agreement between the Parties and supersedes all prior agreements and understandings, oral or written. If any provision is held unenforceable or invalid, the balance of any such provision will not be affected. This Agreement will be binding upon, and inure to the benefit of, the permitted successors and assigns of the parties; provided, however, that this Agreement may not be assigned by Customer without CMS's prior written consent. Any claims (in court or arbitration) must be brought in the initiating party's individual capacity and not as a plaintiff or member in any class action or other similar proceeding. The waiver by either party of a breach of any provisions contained in this Agreement will be in writing and will in no way be construed as a waiver of any succeeding breach of such provision or the waiver of the provision itself. If either party fails to perform any term of this Agreement, and the other party does not enforce that term, failure to enforce on that occasion will not prevent enforcement on any future occasion. This Agreement will be construed equally against the parties regardless of who is more responsible for its preparation.

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