Legal AdTech Agreement

LEGAL ADTECH AGREEMENT

This Legal AdTech Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: a Corporation LLC Partnership with principal place of business at , and Client Name: a Corporation LLC with principal place of business at .

RECITALS

WHEREAS, Provider operates an advertising technology platform, services, and related software that enable delivery, tracking, measurement, bidding and reporting of digital advertising (the "Platform"); and

WHEREAS, Client desires to engage Provider to provide AdTech services, including the integration of Tags, SDKs, data collection, ad serving, reporting and analytics as described in this Agreement; and

WHEREAS, Provider is willing to provide such services subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. DEFINITIONS

In this Agreement, capitalized terms have the meanings set forth below or elsewhere in this Agreement. "AdTech Services" means the Platform, software, tags, SDKs, reporting, optimization, bidding, analytics and associated professional services provided by Provider. "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential. "Data" means all information collected, processed, stored or transmitted by or on behalf of Client or Provider in connection with the AdTech Services, including supply-side and demand-side data, audience segments, device identifiers, performance metrics and any Personal Data.

2. SERVICES

Provider will perform the AdTech Services described in the Service Description below and any mutually executed Statement(s) of Work. Provider shall use commercially reasonable efforts to provide the Services in accordance with industry practices and the service levels specified herein.

Service Level Objective: Provider will target availability of % for core ad serving capabilities measured on a monthly basis. Credits for failure to meet the Service Level, if any, are Provider's sole financial obligation for service interruptions.

3. LICENSE

Provider hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use the Platform solely to enable Client's advertising campaigns and to receive Reports as permitted under this Agreement. All rights not expressly granted are reserved by Provider.

Client shall not: (a) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Platform; (b) circumvent technical safeguards; or (c) use the Platform to transmit malware, infringing content or to perform illegal activities.

4. DATA PROCESSING AND PRIVACY

The parties acknowledge that in performing the Services Provider will process Data. The parties will each comply with all applicable data protection and privacy laws. Provider will implement and maintain appropriate technical and organizational measures to protect Data against unauthorized or unlawful processing and against accidental loss, destruction or damage. Provider will not use Data for purposes other than providing the Services, improving Provider's products or as otherwise agreed in writing.

If either party receives a request from an individual to exercise rights with respect to Personal Data (for example access, correction, deletion), the parties will cooperate to the extent required by applicable law and provide reasonable assistance to each other.

5. CONFIDENTIALITY

Each party shall hold Confidential Information of the other in strict confidence and shall not disclose such Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations will survive termination for a period of three (3) years, except for trade secrets which will remain protected for so long as they qualify as trade secret under applicable law.

6. FEES AND PAYMENT

Client shall pay Provider the fees set forth in this Agreement or any executed Statement of Work. Unless otherwise agreed, fees are due within days of invoice. All fees are stated in the currency set forth in the applicable invoice.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Client is responsible for any taxes imposed on transactions under this Agreement, other than Provider's income taxes.

7. INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the Platform, technology, software, algorithms, models, trade secrets and Provider's pre-existing intellectual property. Client retains all right, title and interest in and to Client Data and Client trademarks. Client grants Provider a limited license to use Client trademarks and Data solely to perform the Services.

8. WARRANTIES; DISCLAIMER

Each party represents and warrants that it has the right and authority to enter into this Agreement. Provider warrants that it will perform the Services in a professional and workmanlike manner in accordance with prevailing industry standards. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9. INDEMNIFICATION

Provider Indemnity: Provider shall defend Client against any third-party claim that Provider's Platform, when used as authorized, infringes a third party's issued patent, or copyright and shall pay amounts finally awarded against Client in connection with such claim, provided Client (a) promptly notifies Provider in writing of the claim, (b) gives Provider sole control over the defense and settlement, and (c) provides reasonable assistance.

Client Indemnity: Client shall defend and indemnify Provider from any third-party claim arising out of Client Data, Client's content or Client's breach of this Agreement.

10. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. TERM AND TERMINATION

Term: This Agreement shall commence on the Effective Date and continue for an initial term of , and shall automatically renew for successive terms unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for thirty (30) days after written notice specifying the breach.

12. EFFECT OF TERMINATION

Upon termination, Client shall pay all undisputed fees incurred through the effective date of termination. Provider will, upon Client's request and subject to applicable fees, provide reasonable transition assistance for a period of up to thirty (30) days to facilitate migration of Client Data.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the notice addresses below by hand, nationally recognized overnight courier, certified mail (return receipt requested) or email to the designated recipient. Notice is effective upon receipt.

14. ASSIGNMENT

Neither party may assign this Agreement without the other party's prior written consent, except that Provider may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

15. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties. The waiver of any breach shall not constitute waiver of any subsequent breach.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

17. ENTIRE AGREEMENT

This Agreement, together with any Statements of Work, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written, relating to the subject matter hereof.

18. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties will negotiate in good faith to replace the invalid provision with a valid provision that comes closest to the economic intent of the invalid provision.

19. COUNTERPARTS

This Agreement may be executed in counterparts, each of which when taken together shall constitute one agreement. Facsimile, scanned or electronic signatures shall be binding.

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