Legal Pixel Agreement Addendum

LEGAL PIXEL AGREEMENT ADDENDUM

This Addendum is made and entered into as of Effective Date: (the "Addendum") by and between Client Name: , Client Entity Type: , and Provider Name: , Provider Entity Type: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, the Parties previously entered into that certain agreement titled: dated (the "Original Agreement");

WHEREAS, the Parties wish to amend and supplement the Original Agreement to set forth the terms and conditions under which Provider will deploy and operate certain tracking, measurement and marketing pixels and associated tags (collectively, "Pixels") on Client digital properties and to address ownership, data use and operational responsibilities; and

WHEREAS, the Parties intend that this Addendum govern all matters related to Pixels and shall be incorporated into and form part of the Original Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Addendum, the following terms shall have the meanings set forth below. "Pixel" means any piece of executable code, tag, script, pixel image or other tracking mechanism deployed on a Client property for measurement, attribution, advertising, personalization or analytics. "Data" means all information, measurements, metrics, logs and other electronic data generated, recorded or collected by or through the Pixel. "Deliverables" means any reports, integrations, code snippets, or configurations provided to Client under this Addendum.

2. SCOPE OF ADDENDUM

Provider shall implement the Pixels described below and perform related services necessary for installation, testing and verification on the Client properties identified. Pixel Specifications:

Target Properties / Placement Instructions:

3. IMPLEMENTATION AND ACCEPTANCE

Provider shall (a) deploy Pixels in accordance with the Pixel Specifications, (b) perform cross-browser and device testing, and (c) produce evidence of successful deployment in the form of a deployment report and test logs. Client shall provide reasonable access, credentials and administrative cooperation required for Provider to implement the Pixels. Acceptance shall occur when Provider delivers a deployment report demonstrating that the Pixel is firing and recording Data in accordance with the Pixel Specifications.

4. FEES AND PAYMENT

As consideration for the services described herein, Client shall pay Provider the amount of: pursuant to the following payment terms:

Invoices shall be due and payable within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. INTELLECTUAL PROPERTY; DATA

Provider retains all right, title and interest in and to the underlying source code, tools, methodologies and pre-existing materials used to create or deploy the Pixel ("Provider IP"). Subject to full payment of fees owed hereunder, Provider grants Client a non-exclusive, non-transferable license to use the deployed Pixel solely on the Client properties identified in this Addendum.

All Data collected by the Pixel shall be the sole property of Client, provided that Provider may retain and use aggregated, de-identified or anonymized metrics for benchmarking and product improvement, provided such use does not identify Client or Client users. Provider will not sell Client Data to third parties.

6. CONFIDENTIALITY

Each Party shall keep confidential and shall not disclose Confidential Information of the other Party except as expressly permitted by the Original Agreement or required by law. Confidential Information includes non-public business information, Data, and technical specifications related to Pixels. Obligations under this Section shall survive termination of this Addendum for a period of three (3) years.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

Each Party represents that it has the authority to enter into this Addendum. Provider represents that it will perform services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of the indemnifying Party’s breach of this Addendum, willful misconduct, or negligence in performance. The indemnified Party shall provide prompt written notice of any claim and reasonable cooperation in the defense thereof.

9. LIMITATION OF LIABILITY

EXCEPT FOR BREACHES OF CONFIDENTIALITY, BODILY INJURY, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS ADDENDUM SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS ADDENDUM DURING THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

10. TERM AND TERMINATION

This Addendum commences on the Effective Date and continues until the later of completion of the services described herein or termination of the Original Agreement, unless earlier terminated in accordance with this Section. Either Party may terminate this Addendum for material breach by the other Party if such breach is not cured within days after written notice.

11. NOTICES

Client Notice Address

Provider Notice Address

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Addendum may only be amended by a writing signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of such right. This Addendum may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Addendum shall be governed by and construed in accordance with the laws of the state or jurisdiction set forth below without regard to conflict of laws principles. Governing Law State: .

This Addendum, together with the Original Agreement, constitutes the entire agreement between the Parties with respect to Pixels and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to the subject matter hereof. If any provision of this Addendum is adjudicated to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

The Parties expressly acknowledge that the signatory for each Party has the authority to bind such Party to this Addendum.

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