SERVICES AGREEMENT

In addition to terms defined elsewhere in this Agreement, the following definitions will apply to capitalized words in this Agreement:

A. “Affiliate” of a party means any entity that directly or indirectly controls, is controlled by, or is under common control of that party. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the entity or the right to receive more than 50% of the profits or earning of the entity.

B. “API Connector/Integration” means any Web-based, on-demand and/or downloadable software that permits the connection and/or interoperation of a third party service/application with the Services.

C. “Beta Features” mean services and/or features available to Users for use which are still in their beta stage and have not been fully tested.

D. “Company” means the entity listed on an Ordering Document that references this Agreement.

E. “Customer’s Account” means the Web-based account provided by Company to Customer that enables Users to use the Subscription Services which is accessible to Users via usernames and passwords created and/or assigned by Customer.

F. “Customer Content” means, excluding the Services, any and all information, data, text, software, photographs, graphics, video, messages, tags and/or other materials and content that Users post, upload, share, submit, store, generate or otherwise provide or make available through or using the Services.

G. “Custom Works” means, any custom designs, projects, or other works, created by Company for, or on behalf of, Customer by Company; provided Custom Works specifically exclude the Services, Generic Tools, and any Pre-Existing IP.

H. “Generic Tools” means coding, programming techniques, designing techniques, architecture, trade secrets, methodology, APIs, functions, applications, knowledge, experience, skills, templates, other know-how and related Intellectual Property Company uses to provide the Services.

I. “Intellectual Property Rights” means any and all patents, inventions, copyrights, moral rights, trademarks, domain names, trade secrets, know-how, software, and any other form of intellectual property and/or proprietary rights recognized in any jurisdiction whether existing now or acquired hereafter including any application or right to apply for registration of any of these rights.

J. “Law(s)” means any and all applicable laws, regulations, statutes, rules, orders and other requirements of any governmental authority, including, where applicable, the Telephone Consumer Protection Act (“TCPA”), the 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 (the, “General Data Protection Regulation” or “GDPR") and the Data Protection Act 2018 (“UK DPA”).

K. “Order Term” means the period specified in an Ordering Document (including any renewals of the same) during which Users will have access to the Services.

L. “Ordering Document” means any form provided by Company (including an electronic form or SOW), either executed by the parties that sets out the commercial terms of Customer’s purchase of the Services. All Ordering Documents will be deemed to incorporate, and will be subject to and governed by, this Agreement.

M. “Pre-existing IP” means any Intellectual Property Rights in materials and/or information (including algorithms, methods, forms, software, or software components in source or object code form) that is owned by, licensed to, or in the possession of Company either: 1) on or prior to the creation of the Custom Work; or 2) after the commencement of the Custom Work but not specifically created as a part of the Custom Work, including any enhancements, improvements, and modifications to any of the foregoing in 1) or 2), whether created prior to or after the Effective Date. Notwithstanding the foregoing, Pre-Existing IP expressly excludes the content, logos, graphics, photos, images or text of any type provided by Customer and included in Custom Works at Customer’s request.

N. “Privacy Notice” means the notice that describes how data is processed by the Company that is posted on the Company’s website, as may be updated from time to time, available at https://zetaglobal.com/privacy-policy-recently-acquired-zeta-companies/.

O. “Professional Services” means services, other than the Software, provided by Company staff including, Specialized Support Services, onboarding services, support services, provision and/or creation of any Custom Works, and /or Customer-specific customizations.

P. “Services” means the Software, Professional Services, Pre-Existing IP, Statistical Data, products, services, applications, tools and other resources provided or made available by Company and/or its Subcontractors, including any applicable support services, manuals, documentation and related material, and all related service names, logos, design marks, slogans, and all other material comprising the Software, Professional Services, and Pre-Existing IP, but excluding any Customer Content and Custom Works.

Q. “Software” means the Subscription Services, and any software provided by Company and/or its Subcontractors, including software development kits, other software code supplied by Company to Customer that allows for integration of the Services into Customer’s websites or mobile applications, and any related updates or modifications provided by Company from time to time.

R. “Specialized Support Services” means (i) projects involving excessive or non-standard involvement by Company staff as determined by Company in its sole discretion; and/or (ii) projects requiring functionality that is not available via the User interface. For clarity, Specialized Support Services expressly excludes any support services included in an Ordering Document.

S. “Statement of Work” or “SOW” means a document entitled “SOW” or “Statement of Work” that: 1) expressly incorporates this Agreement; 2) is issued or provided by Company; and 3) executed by the parties.

T. “Statistical Data” means aggregated and anonymized statistical and performance information based on and/or related to Customer’s use of the Services, which does not contain any identifying data and is compiled using a sample size large enough to ensure the underlying data cannot be attributed to Customer.

U. “Subcontractor” means a service provider engaged by Company that provides a part of the Services.

V. “Subscriber” or “Contact” (used interchangeably in this Agreement and the incorporated documents) means, other than Users, any identified or identifiable natural person: 1) whose information is stored, transmitted, or otherwise ‘processed’ (as defined by the GDPR) via the Services by Customer; and/or 2) to whom Customer sends, transmits, or otherwise engages with via the Services.

W. “Subscription Plan” means the subscription type (including applicable volume limits) chosen by the Customer on an Ordering Document which sets out the base set of Services ordered by the Customer. Different Subscription Plans have different Services associated with them.

X. “Subscription Services” means the web-based application(s) available to the Customer via the Company’s website.

Y. “Third Party Services” means, except for Subcontractors, any software, products, tools, applications, or services (including, where applicable, third-party platforms such as Twitter, Facebook, LinkedIn, Instagram, and other social networking sites), that are connected to the Services by Customer (or by Company at Customer’s direction) may be used in connection with the Services that are not owned by Company or its Affiliates.

Z. “User” means any person, other than Company employees or agents engaged in providing Professional Services to Customer, accessing and/or using the Services through Customer’s Account.

A. Access. On or as soon as reasonably practicable after the start date listed on an applicable Ordering Document, Company will provide Customer with access to Software ordered pursuant to such Ordering Document.

B. Prerequisite to Use of Software. Customer is responsible for obtaining all hardware, software and services necessary to access the Software.

C. Right to Access and Use Software. Subject to the terms and conditions of this Agreement, Company grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Software ordered pursuant to an Ordering Document during the Order Term, solely for Customer’s internal business purposes (unless otherwise expressly agreed by Company) and in accordance with the limitations (if any) set forth in the Ordering Document, the AUP and this Agreement. This Agreement is not intended to nor does it provide any license rights to the Software. Company is not obligated to provide, and Customer acquires no right of any kind with respect to, any source code for the Software.

D. Restrictions. Except as otherwise expressly permitted by Company in a mutually executed agreement, Customer is not authorized to resell, assign, sublicense, transfer, pledge, lease, rent, copy, modify, re-package (unless otherwise expressly agreed by Company), reverse-engineer or disassemble the Services or share its rights under this Agreement. Customer’s use of the Services confers no title or ownership in the Services and is not a sale of any rights in the Services. All ownership rights to the Services remain in Company or its third-party suppliers, as applicable.

E. Subcontractors. Company is authorized to engage or replace Subcontractors for the performance of the Services and/or this Agreement. Company shall remain responsible for any acts or omissions of such Subcontractors.

F. Modification of the Services. Company, in its sole discretion, reserves the right to modify the Services, or any features of the Services at any time and for any purpose, including improving performance or quality, correcting errors, or maintaining competitiveness. Such modifications, when delivered, shall become part of the Services and shall be subject to all of the terms of this Agreement.

G. Beta Features. From time to time, Company may make Beta Features available to Customer. Customer may choose to use such Beta Features in Customer’s sole discretion. Company may modify or discontinue Beta Features at any time in Company’s sole discretion. Customer understands and agrees that Company may never make Beta Features generally available. Company will have no liability for any harm or damage arising out of or in connection with a Beta Feature, including Customer’s access thereto or use thereof.

H. Free Trials. Company may make some or all of the Services available on a limited, non-exclusive, non-transferable, revocable, free trial basis for evaluation purposes only. COMPANY MAY TERMINATE ANY SUCH FREE TRIAL ACCOUNTS OR ANY FEATURES OFFERED PURSUANT TO A FREE TRIAL AT ANY TIME IN COMPANY’S SOLE DISCRETION WITH NO OBLIGATIONS TO CUSTOMER OR THE USER OF SUCH ACCOUNT.

I. Professional Services Terms.

i. Requesting Professional Services. Professional Services may require the payment of additional fees by Customer. Only named Users in Customer's Account (a User using an email with their name), may request Professional Services. No generic or role-based email aliases may be used to request Professional Services. If an individual using a named User's credentials requests Professional Services, Company shall treat that individual as the named User and provide them with Professional Services. Specialized Support Services will always require, at minimum: a) an email from the Company with a description of the Specialized Support Services to be provided to Customer; and subsequently, b) an email from the Customer confirming the Specialized Support Services.

ii. Customer Cooperation. Customer acknowledges that its timely provision of responses, assistance, cooperation, complete and accurate information and data from its officers, agents, and employees, and suitably configured computer products (collectively, “Cooperation”) are essential to the performance of any Professional Services, and that Company will not be liable for any deficiency in performing Professional Services if such deficiency results from Customer’s failure to provide full Cooperation.

iii. Custom Works. In the course of providing the Professional Services, Company may create Custom Works for Customer. Other than any Pre-Existing IP incorporated, embedded, or integrated into the Custom Works, Customer owns all right title and interest in the Custom Works. Company hereby grants to Customer a worldwide, non-exclusive license to use the Pre-Existing IP solely in conjunction with, and to the extent incorporated in an unmodified version of the Custom Works. Customer shall not, and shall not allow any employee or third party to copy, reverse-engineer, modify, improve, create derivative works of or use the Pre-Existing IP in any way outside of the Custom Works as delivered by Company to Customer. In the event that any Customer employee or third party on Customer’s behalf or at Customer’s request or direction modifies, improves or creates derivative works of the Pre-Existing IP, whether or not in violation of this Agreement, Customer shall cause all right, title and interest in and to such modifications, improvements and/or derivative works to be assigned to Company and will sign (or cause to be signed) all further documents necessary to effect such assignment.

iv. Generic Tools. Company may use its Generic Tools when providing the Services to Customer. Company and/or its Subcontractors own all rights, title, and interests in and to such Generic Tools. For clarity, any API Connector/Integrations built by, for, or on behalf Company are hereby expressly considered Generic Tools and at no point will any API Connector/Integrations be considered Custom Works.

v. Customer Definition of Requirements. Where Customer engages Company to provide any Custom Works, Customer represents and warrants that Custom Works, as developed in accordance with the instructions and requests of Customer, do not infringe the Intellectual Property Rights or any other rights of any third party. Customer is solely responsible for review of any Custom Works to ensure they do not violate or infringe a third party’s privacy rights, Intellectual Property Rights, or any other rights. Customer acknowledges and agrees that the provision of the Professional Services does not constitute any assumption of risk related to the Custom Works by Company.

vi. Expenses. Customer shall pay for all travel expenses, fees, and out of pocket expenses incurred by Company in providing the Services, provided that Customer approves such expenses in advance in writing.

A. Fees. Customer shall pay all fees specified in all Ordering Documents for the entirety of the Order Term (and any renewals thereof) in accordance with Customer’s Ordering Document. Except as otherwise specified herein or in an Ordering Document: (a) fees are based on the Services ordered pursuant to an Ordering Document; (b) payment obligations are non-cancelable and fees paid are non-refundable; and (c) quantities purchased cannot be decreased during the relevant Order Term. If Customer exceeds the limits of its Subscription Plan or Ordering Document, Company may charge Customer overage fees for such excess usage.

B. Late Payment. If any amount due is not received by the due date, then without limiting Company’s rights or remedies, Company may apply a late fee of 1.5% of the outstanding balance per month, or the maximum rate permitted by Law, whichever is lower, from the date such payment was due until the date paid. Unless prohibited by Law, Customer shall reimburse Company for all costs, including reasonable attorneys’ fees, collection agency fees, and court costs, incurred by Company in collecting late payments.

C. No Refunds. Except as otherwise provided in this Agreement or required by Law, Company will not provide refunds or credits for partial or unused periods of service.

D. Disputing Charges. Any dispute to a charge on Customer’s invoice must be made in writing with specificity within 60 days after the date of the invoice that initially contained the disputed charge.

A. Confidential Information. The parties acknowledge that in the course of performing their obligations under this Agreement, a party receiving information (a “Recipient”) from a party disclosing information (a “Discloser”) that is either clearly marked as “confidential” or is nonpublic information that, under the circumstances surrounding the disclosure, a reasonable person would conclude should be treated as confidential (“Confidential Information”). Recipient covenants and agrees that neither it nor its agents, employees, officers, directors or representatives will disclose or cause to be disclosed any Confidential Information of the Discloser, except (a) to those employees, representatives, or contractors of the Recipient who require access to the Confidential Information to perform its obligations or exercise its rights under this Agreement and who are bound by confidentiality obligations no less strict than those set forth in this Agreement, or (b) as such disclosure may be required by Law, subject to and to the extent permitted by Law, the Recipient providing to the Discloser written notice to allow the Discloser to seek a protective order or otherwise prevent the disclosure. Notwithstanding the foregoing, nothing in this Agreement will prohibit or limit the Recipient’s use of information: (i) previously known to it without breach or obligation of confidence, (ii) independently developed by or for it without use of or access to the Discloser’s Confidential Information, (iii) acquired by it from a third party that was not under an obligation of confidence with respect to such information at the time of disclosure, or (iv) that is or becomes publicly available through no breach of this Agreement.

B. Protection of Customer Content. Without limiting the above, Company shall maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Customer Content. Company shall not modify or access the Customer Content except as required to provide the Services, prevent or address service or technical problems, at Customer’s request in connection with support matters, or as otherwise provided in this Agreement, the Privacy Notice, or in written instructions from the Customer.

C. Login Credentials & User Passwords. User login credentials must be kept up-to-date and attributable to named individuals within Customer’s Account (generic email aliases may not be used). User login credentials cannot be shared or used by more than one User. Customer is solely responsible for keeping Customers’ and/or Users’ account name, password, and any other login credentials confidential. Customer is responsible for any and all activities that occur within Customer’s Account, whether authorized by Customer or not. Customer must notify Company immediately of any unauthorized access or use of Customer’s Account. Company will not be held responsible or liable for any losses due to lost or otherwise compromised passwords.

D. Privacy Notice. Notwithstanding anything to the contrary in this Agreement, the Privacy Notice explains how Company handles Customer Content and other data processed by the Services. Customer agrees to publish its own privacy notice or policy that complies with Law and takes into account the processing activities it has engaged Company to provide. For more information on how personal data is handled in connection with the Services, as well as information on rights to access, correct and lodge a complaint regarding the handling of personal data, please refer to the Privacy Notice.

E. Sensitive PII. Customer understands and acknowledges that the Services are not configured to process, receive, and/or store Sensitive PII. “Sensitive PII” means: (a) protected health information (“PHI”), as that term is defined under the Health Insurance Portability and Accountability Act (“HIPAA”); (b) "nonpublic personal information" as defined under the Gramm-Leach-Bliley Financial Modernization Act of 1999 (“GLBA”); (c) data on any minor under the age of thirteen that would be subject to the Children Online Privacy Protection Act (“COPPA”); (d) card holder data under the Payment Card Industry Data Security Standard; (e) personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation (the “special categories of personal data” identified in Article 9 of GDPR); or (f) social security numbers, driver’s license or state identification number or other government related identifier, financial account numbers (i.e., credit card, checking account, savings account, etc.), medical, employment, criminal records, or insurance numbers, passport numbers, or other highly sensitive personally identifiable information. As such, Customer agrees not to, and not to permit Users to, transmit, request, provide Company with access to, submit, store, or include any Sensitive PII through the Services. Customer agrees that Company may terminate this Agreement immediately, without refund, if Customer is in violation of this clause.

F. EU Personal Data Transfer. In the event that User information or Customer Content includes the Personal Data of an EU Data Subject (as defined by the GDPR), Customer shall notify Company and the parties shall execute Company’s Data Protection Addendum (the “Data Protection Addendum”). Once executed, the Data Protection Addendum will be deemed wholly incorporated into this Agreement and will prevail over any conflicting terms in this Agreement.

A. No Guarantee of Results. Customer understands and acknowledges that it is not possible to guarantee that the performance of the Services will be successful in producing any specific results. In particular, Customer further acknowledges that it is not possible for Company to warrant that the Professional Services guarantee a) high deliverability; b) high engagement with Customer Content; or c) a successful marketing campaign. Customer hereby acknowledges and agrees that Company will not be liable for the failure of the performance of the Services to generate any expected or useful results.

B. API Connector/Integration. Company does not guarantee the continued availability of any API Connector/Integrations. Company may discontinue any API Connector/Integration at any time in its sole discretion. Customer should not make purchase decisions based on the availability of any such API Connector/Integration. Customer acknowledges and agrees that Customer may be able to use the connected application to access Customer Content in Customer’s account and/or transmit data out of Customer’s account to the extent that Company permits Customer to transmit such data. To the extent data is transmitted out of the Services, Company is not responsible for the privacy, security or integrity of that data.

C. Service Availability. From time to time, down-time, either scheduled or unscheduled, may occur in respect of the Services. Company will work to ensure the amount of down-time is limited. Customer acknowledges and understands that Company does not warrant that the Services will be uninterrupted or error free.

D. Advice. From time to time, Customer may obtain advice or information from Company help or support pages, white papers, and/or Company’s employees (collectively, “Advice”). Customer acknowledges and agrees that such Advice will not be deemed to constitute financial, legal or tax advice.

E. USE OF THE SERVICES AND ANY RELIANCE BY CUSTOMER UPON THE SERVICES, BETA FEATURES, OR ADVICE, INCLUDING ANY ACTION TAKEN BY CUSTOMER BECAUSE OF SUCH USE OR RELIANCE, IS AT CUSTOMER’S SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY OR GUARANTEE AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES, BETA FEATURES, AND ADVICE ARE PROVIDED “AS IS” AND TO THE MAXIMUM EXTENT PERMITTED BY LAW COMPANY DISCLAIMS ALL WARRANTIES, GUARANTEES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

A. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF OPPORTUNITY, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

B. IN THE EVENT THAT COMPANY OR ITS AFFILIATES IS FOUND LIABLE TO CUSTOMER FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IN NO EVENT COMPANY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AGGREGATE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDERING DOCUMENT IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THE FOREGOING DISCLAIMER WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. CUSTOMER AGREES THAT COMPANY’S LIABILITY WILL BE REDUCED BY THE EXTENT, IF ANY, TO WHICH CUSTOMER CONTRIBUTED TO THE LOSS.

C. CUSTOMER ACKNOWLEDGES THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO THE AMOUNT OF FEES CHARGED IN CONNECTION WITH MAKING THE SERVICES AVAILABLE TO CUSTOMER, AND THAT, IF COMPANY WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN, SUCH FEES WOULD OF NECESSITY BE SET SUBSTANTIALLY HIGHER.

A. Interpretation. The headings in the Agreement do not affect its interpretation. References to sections are to sections of this Agreement. Any phrase introduced by the terms "including", "include" and "in particular" or any similar expression shall be construed as illustrative only and shall not limit the sense of the words preceding these terms. In this Agreement, unless the context requires otherwise: the singular includes the plural and vice versa; the masculine includes the feminine and vice versa.

B. Force Majeure. Company will not be liable for any delays or failure in performance of any part of the Services due to any cause beyond Company's control. This includes acts of God, changes to Laws, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, and acts of hackers or third-party internet service providers.

C. Notices. Notices to Customer will be effective when Company posts them to Customer’s Account or sends them to the email address associated with Customer’s Account. Notices to Company will be effective when delivered to legal@zetaglobal.com

D. Governing Law. The Laws of the State of New York, excluding its conflict of Laws rules, will apply to any and all disputes, controversies, or claims arising out of or relating to the Services or this Agreement (“Disputes”). The United Nations Convention on Contracts for the International Sale of Goods (the “Vienna Sales Convention 1980”) is excluded from this Agreement.

E. Disputes. Any action or proceeding arising from or in connection with this Agreement shall be brought solely in the federal or state courts located in New York County, New York, and each of the parties hereto hereby consents to the jurisdiction of those courts for any such action or proceeding. The prevailing party in any such action as determined by a court of competent jurisdiction shall be entitled to an award of its attorneys' fees and costs. CUSTOMER AND COMPANY AGREE THAT ANY DISPUTE AGAINST THE OTHER MAY ONLY BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ACTIONS ARE NOT PERMITTED. CUSTOMER AGREES TO WAIVE ANY RIGHT TO A JURY TRIAL AND/OR TO PARTICIPATE IN A CLASS ACTION AGAINST COMPANY.

F. Export Control. The Services made available by Company may be subject to export control Laws of the United Kingdom, United States and other jurisdictions. Customer acknowledges and agrees that it is acting in accordance with all applicable laws and regulations of the United States of America, the European Union, the United Kingdom, and any other jurisdiction relevant to this agreement, including applicable laws and regulations administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”). Customer further agrees that it is not and individual or entity that is the subject or target of sanctions administered by the United States of America, the European Union, or the United Kingdom and it will not make available any CM Group products or services to any individual or entity that is the subject or target of sanctions in violation of applicable law.

G. Anti-Corruption. Customer agrees that Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Company’s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer hears of any violation of the above restriction, Customer will use reasonable efforts to promptly notify Company’s Legal Department at legal@zetaglobal.com.

H. Assignment. Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned or delegated by Customer, by operation of law or otherwise, without the prior written consent of Company. Any purported assignment in violation of the foregoing shall be null and void ab initio. This Agreement and/or any right or duty under this Agreement may be transferred by Company without the consent of Customer. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns. The assignee must agree in writing to be bound by all the terms and conditions of this Agreement.

I. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or fiduciary relationship between the parties. Nothing in this Agreement confers or is intended to confer any rights or remedies on any person or entity which is not a party to this Agreement.

J. Non Solicitation. During the term of this Agreement, and for a period of one year thereafter, Customer shall not solicit for hire, on behalf of itself or any other organization, any personnel of the Company with whom Customer has had contact pursuant to the relationship established under this Agreement. If Customer violates this provision, Customer shall pay Company an amount equal to the aggregate compensation paid by Company to the solicited employee in the six months preceding Customer’s solicitation of such employee.

K. Waivers. Any waiver by Company must be in writing and signed by an authorized representative of the Company. No waiver by a party of any breach of this Agreement by Company shall be a waiver of any preceding or succeeding breach by Company. No failure or delay by Company in enforcing any right or provision under this Agreement shall be construed as Company’s waiver of such right or provision or of any other right or provision.

L. Severability. If any provision of this Agreement is held invalid, illegal or otherwise unenforceable, it shall be deemed modified to render it enforceable while preserving the parties’ original intent to the fullest extent, and the rights and obligations of the parties shall be construed and enforced accordingly. If the provision cannot be modified, then that provision will be deemed severed from this Agreement and all other provisions will remain in full force and effect.

M. Electronic Signatures. This Agreement and any Ordering Document may be executed in one or more counterparts, each of which when so executed and delivered or transmitted by facsimile, e-mail or other electronic means, shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.