Platform Services Agreement

1. Definitions

In this Agreement, the following terms shall have the following respective meanings:

• "Client" means the Company or Legal Entity and its authorized "Users" who license the Platform, along with its customers, if applicable, and access or utilize the Platform Services in accordance with the terms and conditions contained herein.
• "Client Data" refers to first-party source data incorporated, submitted and/or onboarded to the Platform by Client or its Users, of which is more fully described in specification within Section 7 (Client Data) of this Agreement.
• "Confidential Information" means any and all information that is disclosed by one Party to the other Party and that relates to the Parties' business relationship hereunder, including, but not limited to, information relating to the Platform Services, Personal Data, Client Data, and any and all information exchanged between the Parties pursuant to Section 8 of the Platform Services Agreement.
• "Contribution" shall include all non-PII or appropriately obfuscated data, De-Identified data, Data Derivatives, usage data, log files, dispositions, confirmations, corrections, outcomes, signals, or other data or data-related elements directly resulting from utilization of the "Untitled Identity Tag" Service.
• "Data Derivatives" include but are not limited to De-Identified information generated directly through processing and analysis of successful Untitled Identity Tag fires, usage of Untitled's Licensed Materials, Platform Service Data, or any other data and works created from or in reference to Untitled's Licensed Materials.
• "De-Identified" means data that no longer includes any Personal Data and that has been de-identified or anonymized in accordance with all applicable Data Protection Laws.
• "Data Protection Laws" means all applicable federal, state, local, and international laws, regulations, and industry standards relating to data protection, privacy, and security, including but not limited to the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), CAN-SPAM Act, Telephone Consumer Protection Act (TCPA), Children's Online Privacy Protection Act (COPPA), Health Insurance Portability and Accountability Act (HIPAA), and any other applicable privacy and data protection legislation.
• "Licensed Material(s)" include but are not limited to all data, products, services, derivative works, Data Derivatives, trade secrets, processes, know-how, and consulting provided to Client by Untitled through its Platform Services.
• "Party" and/or "Parties" shall mean "Client" and together with Untitled (the Platform Service Provider), the "Parties" and each a "Party".
• "Personal Data" means any information relating to an identified or identifiable natural person, including but not limited to personally identifiable information (PII), personal data, personal information, or a similar term as defined under applicable Data Protection Laws.
• "Platform" refers to Untitled's Data Platform, also utilizing the name and trademark "Untitled", of which is the proprietary Software-as-a-Service Untitled has created, and is the system Untitled delivers its various data products and services through or within.
• "Platform Service(s)" includes all systems, processes, automations, data flows, data stores, data sets, analytical models, applications, functional software components and modules, user interfaces, APIs, and any other products or services Untitled delivers through or within its Platform.
• "Security Incident" means any actual or suspected unauthorized access, use, disclosure, modification, loss, or destruction of Personal Data or Client Data, or any other breach of security safeguards that compromises the security, confidentiality, or integrity of Personal Data or Client Data.
• "Subscription Term" refers to the products, services, Trial opportunity details, payment details, payment terms, payment schedule and encompassing time duration, regarding Client's authorized licensing, access and utilization of Untitled's Platform and Platform Services.
• "Untitled Identity Tag" means the Untitled Identity Tag and Resolution Service offered through and within the Platform, more fully described in specification in Section 2b. (Untitled Identity Tag Service) of this Agreement, and interchangeably utilizing the trademark "Untitled ID Tag" or "ID Tag", of which is a Platform Service inclusive of a javascript tag and/or iframe image installed on a website to collect and resolve website visitor data for marketing, advertising, data enrichment, activation, and analytics related use cases.
• "Users" refers to individuals that Client or its customers, if applicable, authorize, who will be provided with their own distinct access credentials to access Client's or its User's distributed instance of the Untitled Platform, or with access to a multi-tenant instance of the Untitled Platform, within the Subscription Term.

For Clients who entered into a Platform Service Agreement prior to March 5, 2025, certain service names have been updated as part of a rebrand and identity update. The platform, previously referred to as "Distilled" in this Agreement, has been renamed and now carries the trademark "Untitled." Additionally, the Untitled Identity Tag service was previously referred to as "LDS" ("Lead Data Stream") in earlier versions of this Agreement.

These name changes do not alter the functionality, features, pricing, or obligations of either party under this Agreement. All references to these service names in prior versions of the Platform Service Agreement shall be understood as interchangeable with their updated names. Any agreements, amendments, or renewals referencing the previous names remain fully enforceable and in effect and shall be governed by the most current version of the Platform Service Agreement.

2a. Untitled Platform Service

Untitled shall provide to Client its Software-as-a-Service Platform (the "Platform Service(s)") that includes various products and services as set out in this Agreement and potentially one or more subsequent agreements, to be issued to Client and accepted by Untitled. Untitled will make the Platform Service(s) available to Client for the "Subscription Term", further defined above in Section 1 (Definitions), solely for use by Client and its authorized "Users" in accordance with the terms and conditions of this Platform Services Agreement. With respect to any Platform Services that are provided to Client and its authorized Users, Untitled hereby grants Client a non-exclusive, non-transferable, non sublicensable (other than to Client's Users) license to use the Platform Service.

2b. Untitled Identity Tag Service

This section outlines the delineations governing Untitled's Identity Tag Service offered through the Platform. In accordance with licensing prerequisites for access to, and utilization of, the Untitled Identity Tag Service and Licensed Materials therein, as well as the outputs of this Service, aspects of the Untitled Identity Tag Service are expressly identified as a separate and distinct Platform Service scope within the overarching Platform Service Agreement with specific Client actions and requirements needed in order to utilize the Service.

Under this agreement Untitled will provide Client and Client's Users with a limited use license to the Licensed Material to enable Untitled's Identity Tag Service for the purpose of resolution and enrichment. This limited use is specific to the provisioning of a sub-license to data as part of a distributed version of Untitled's Platform. This provisioned data is used for the sole purpose of this Service and may not be used to augment or improve any existing Client data (or Client's User's data) except as permitted through Platform-enabled workflows. The data processing Service is specific to the utilization of a javascript tag to enhance Client's and its Users' marketing, sales, enrichment, activation, and analytics, use cases and operational activities. For clarity, once Client data (or Client's User data) is enriched, such enriched data becomes Client Data.

2c. Untitled Identity Tag Service Requirements

As part of the performance of the Untitled Identity Tag Service, Client must complete the following actions and satisfy the following requirements in order to receive the output of the Service:

• Ahead of installing the Untitled Identity Tag, Client or its Users are required to already have, or deploy, an appropriate privacy policy on the website where the tag will be installed.
• Ahead of installing the Untitled Identity Tag, Client or its Users are required to already have, or deploy, a consent management and privacy solution known as a "consent string" or "cookie consent banner" on the website where the tag will be installed.
• Client shall require its Users to deploy the Untitled Identity Tag (javascript code) on mutually agreed upon website(s) and page(s).
• Client or its Users will provide Contributions through placement and utilization of the Untitled Identity Tag. Client or its Users will own all right, title, and interest in and to Client Data, as well any Data Derivatives supplied to Client or its Users as part of Untitled Identity Tag Service. Client and its Users grant Untitled a limited license to use Contributions solely for: (i) service delivery and support to Client and the applicable Client User; (ii) satisfying requirements for access to Licensed Materials by Client or the applicable User; (iii) product improvement using De-identified data only; and (iv) satisfying legal requirements to document Untitled's own compliance. Furthermore, Client grants Untitled the right to use Contributions for derivative products and services only where data records from Contributions have been De-identified in accordance with applicable Data Protection Laws and do not identify Client or Client's Users. To clarify beyond any reasonable doubt, Contributions are NOT inclusive of first-party source data incorporated and/or onboarded to the Platform by Client, of which is outlined through provisions contained within Section 7 (Client Data) of this agreement. Contributions are only inclusive of data and Data Derivatives required to enable, power and improve the Untitled Identity Tag and Resolution Service as well as its underlying Licensed Materials.
• Client agrees to assign a responsible party to manage the inbound leads and website visitor resolutions through appropriate campaign sequences.
• By utilizing the Untitled Identity Tag Service, subject to Untitled's compliance with Section 8.4, Client hereby confirms and assures compliance by Client with all relevant laws and regulations, encompassing but not limited to: the CAN-SPAM Act, CCPA, TCPA, COPPA, GDPR, as well as any other pertinent Federal and State data privacy statutes, laws, compliance standards, and/or necessary data processing frameworks. Additionally, the Client affirms that, subject to Untitled's compliance with Section 8.4, Client's and its User's use of the Untitled Identity Tag Service outputs, including any utilization by Client or its Users of Personal Data derived from its outputs, will strictly adhere to all applicable legal requirements and regulations. If Client is provisioned to access to Mobile Phone data, Client will strictly adhere to Untitled's Messaging Policy.

3. General Client Obligations

Client agrees to adhere to the following obligations while utilizing the Platform Service:

3.1 Whether or not Client is in a Trial Subscription Term or a Paid Subscription Term of the Platform Service, Client and its Users expressly agrees to utilizing the Platform Services in accordance with the terms and conditions of this Platform Services Agreement.

3.2 Subject to Untitled's compliance with Section 8.4, Client and its Users shall comply with all applicable data processing and privacy laws, regulations, and industry standard frameworks related to the use of the Platform Services and that are outlined throughout this Agreement. Client, and its Users shall use the Platform Services only for lawful and authorized purposes and in accordance with the terms specified throughout this Agreement.

3.3 Client is responsible for maintaining the confidentiality of any usernames, passwords, or other access credentials provisioned to Client or associated with the Platform Services and ensuring that only their authorized Users access the Platform. Client shall take reasonable measures to prevent unauthorized access to or use of the Platform Services, including implementing necessary security protocols or measures, especially when handling access credentials.

3.4 Client may provide feedback to Untitled regarding the Platform Services, but any suggestions, enhancements or modifications, whether implemented in the Platform or not, become the exclusive property of Untitled, of which is covered more in depth in Section 6 (Intellectual Property), of this Agreement.

3.5 Client is responsible for the accuracy, completeness, and legality of any Client Data or information incorporated, onboarded, and/or submitted to the Platform by Client, of which provisions governing this data are covered more in depth in Section 7 (Client Data), of this Agreement.

3.6 Client shall not engage in any activities that may harm, disrupt, or interfere with the functioning of the Platform Services or violate the rights of other users or third parties. Client is strictly prohibited from compromising the security of the Platform, including attempting to gain unauthorized access to data, products and services, accounts, probing system vulnerabilities, or utilizing the Platform without proper authorization. Additionally, the Client must not employ scrapers, crawlers, robots, or any automated means to access or replicate data, and/or bypass protective measures. Violations of security may result in civil or criminal liability. Untitled reserves the right to investigate such occurrences and may involve, as well as cooperate with, law enforcement in the event of such Violations. The Client agrees not to disrupt the Platform's proper functioning using any device, software, or routine.

3.7 Client agrees to promptly notify Untitled of any issues, errors, or anomalies encountered while using the Platform Services, providing sufficient details for troubleshooting purposes, through either submission of a support ticket, and/or by contacting Clients dedicated Customer Success Manager or Sales Representative.

3.8 Client will respond promptly to any reasonable requests from Untitled for instructions, information, or approvals required by Untitled to provide the Platform Service.

3.9 Client will cooperate with reasonable requests of Untitled to respond to questions and provide documentation to assist Untitled in its performance of the Platform Service. Client will maintain any legally required licenses or consents necessary for Client to use the Platform Service.

3.10 Client agrees that they will not, directly or indirectly:

1. Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform Services;
2. Modify, translate, or create derivative works based on the provided Platform Services;
3. Use Platform Services for time sharing or service bureau purposes or otherwise for the benefit of a third-party;
4. Remove any proprietary notices, terms, labels and trademarks, or scrape data from the Platform Service or Untitled's site.

3.11 Restricted Industries. Client warrants that the website where the Untitled Identity Tag is installed will not be used in violation of any retargeting restrictions in the following industries or activities:

1. Healthcare and medical (any HIPAA-related marketing use-cases);
2. Financial hardship, credit-related, or subprime Lending services;
3. Addiction and recovery services;
4. Adult content and products;
5. Weapons, ammunition, and explosives;
6. Gambling and betting;
7. Personal tragedy or hardship services;
8. Any other industry that would violate applicable retargeting restrictions under applicable law or Data Protection Laws.

Client represents and warrants that its use of the Platform Services complies with all industry-specific regulations applicable to its business.

Failure to comply with these obligations may result in the suspension or termination of access to the Platform Services.

4. Fees and Expenses

4.1 In consideration of the provision of the Platform Service by Untitled and the rights granted to Client under this Agreement, Client shall remit payment of fees in accordance with the Service Agreement or as referenced in any related Proposals, Purchase Orders, Agreement Exhibits or Addendums, and/or Statements of Work of which outline Client's Subscription Term. Payment terms shall be in accordance with the fee schedules as provided in the Service Agreement or as referenced in any related Proposals, Purchase Orders, Agreement Exhibits or Addendums, and/or Statements of Work of which outline Client's Subscription Term.

4.2 Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Client hereunder.

4.3 Except for invoiced payments that the Client has successfully disputed, all late payments shall bear interest at the lesser of the rate of 2% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Client shall also reimburse Untitled for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under this Agreement or at law (which Untitled does not waive by the exercise of any rights hereunder), Untitled shall be entitled to suspend the provision of any Platform Service if the Client fails to pay any undisputed amounts when due hereunder and such failure continues for ten (10) business days following electronic or written notice thereof.

5. Limited Warranty

5.1 Untitled warrants that it shall provide the Platform Service:

1. In accordance with the terms and subject to the conditions set out in this Platform Service Agreement.
2. Using personnel of industry-standard skill, experience, and qualifications.
3. Using software and cloud technologies of industry-standard grade and reliability.
4. In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar software services.
5. In material compliance with applicable laws in connection with its provision of the Platform Services.
6. With appropriate technical and organizational security measures to protect Personal Data and Client Data in accordance with applicable Data Protection Laws.
7. Using commercially reasonable measures designed to detect, prevent and mitigate viruses, worms, Trojan horses, and other harmful or malicious code.

5.2 In the event of a breach by Untitled, without limiting any other rights or remedies to which Client may be entitled:

1. Untitled shall use commercially reasonable efforts to promptly cure any such breach; provided, that if Untitled cannot cure such breach pursuant to Section 9.2 (Term, Termination, and Survival), Client may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 9.2. and receive a pro-rata refund of fees paid within a billing period.
2. The foregoing remedy shall not be available unless Client provides written notice of such breach within thirty (30) days of the scheduled due date of Client's next Subscription Term payment remittance.

5.3 UNTITLED MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 5.1, ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

6. Intellectual Property

6.1 Client acknowledges and agrees that at all times Untitled shall be the sole owner of any and all intellectual property rights related to the Platform and encompassing Platform Services, The Untitled Identity Tag and Resolution Service, Licensed Materials, or any other products and services offered through the Platform Service, as well as any/all trademarks, branding and logos, and any other proprietary assets pertaining thereto.

6.2 Nothing represented in this Agreement shall be interpreted as an assignment of Intellectual Property by Untitled to Client, except in rare circumstances where a service is rendered exclusively to Client, preemptively defined as proprietary in nature by Client ahead of rendering the distinct service, constructed by Untitled on behalf of Client through a separate Service Agreement or Scope of Work, and mutually agreed to by both Parties in writing by authorized representatives of each Party.

6.3 Untitled shall own all proprietary: trademarks, service marks, ideas, tools, processes, designs, application/source code, documentation repositories, templated and unique system/data architecture patterns and forms, analytical models, Untitled's owned or licensed data and metadata, slogans, plans, logs, promotional materials or any other property furnished by Untitled to Client during the term of this Agreement. These proprietary assets shall be and remain the exclusive property of Untitled.

6.4 Client shall own Client Data and metadata, slogans, plans, logs, promotional materials, proprietary trademarks, service marks, or any other property furnished by Client to Untitled during the term of this Agreement. These proprietary assets shall be and remain the exclusive property of the Client.

6.5 Untitled represents and warrants that it owns or controls all the intellectual property rights necessary to sell its Platform Services in accordance with the terms and conditions of this Agreement and that, to the best of its knowledge, Untitled's fulfillment of the terms of this Agreement will not infringe the intellectual property rights of any third party.

7. Client Data

7.1 This section delineates the parameters governing all first-party data, onboarded, incorporated in, and submitted to the Untitled Platform by Client or Client's Users. It is essential to note that these terms specifically pertain to Client's and its Users' first-party data and do not extend to include any data, Data Derivatives, and/or Contribution data associated with the specifications outlined in Section 2b. (Untitled Identity Tag Service Requirements) section. It is explicitly clarified that, without ambiguity, the Untitled Identity Tag data, Data Derivatives, and Contributions are subject to distinct provisions of Section 2b. of this agreement and are not covered within the confines of this section: Section 7. Client Data.

7.2 Client or its Users own any data, metadata, or material originated or provided by Client that Client submits, collects, or provides under this Agreement, including but not limited to personal information and information about Client's Users, metadata surrounding Client Users, users, opted-in records, segments, and detailed primary and tertiary transactional information.

Untitled shall own all right, title, and interest in and to all De-Identified record-level data, transactional data, log data, metadata, system data, and performance data generated by the Platform and through Untitled's monitoring of the performance of the Platform and encompassing Platform Services ("Platform Service Data").

This does not restrict Untitled's right to apply proprietary hashing, identification, classification, and tagging systems to Client Data received through the Platform Service that has been De-identified by Untitled. Untitled may use these systems to develop relational data models, record-level attribute arrays, categorized datasets, hierarchical structures, and aggregated data repositories, provided that Untitled shall not use Client Personal Data for these purposes.

Client acknowledges that while it retains ownership of Client Data, Untitled retains all rights, title, and interest in and to the Derivative Data, which includes any aggregated, enriched, transformed, or derivative data created through its proprietary processing, provided such data is De-identified in accordance with applicable data protection laws and does not identify Client or its Users as the source of the data.

Such De-Identified Derivative Data may be processed for analytics, statistical modeling, summary reports, model training, product improvements, metadata enrichment, or any other lawful and compliant use. Client further acknowledges that Untitled may continue to use De-Identified Derivative Data and Platform Service Data after termination of this Agreement for lawful and compliant purposes.

7.3 Untitled does not own Client Data. However, Client grants Untitled a limited license during the Term of this Agreement to use, display, reproduce, create derivative works from Platform Service Data solely for: (i) service delivery and support; (ii) product improvement through De-identified data only; (iii) analytics and statistical modeling using De-identified data; and (iv) compliance with legal requirements. This license allows Untitled to utilize Platform Service Data for these specified purposes in accordance with applicable Data Protection Laws.

Client is solely responsible for the authenticity, accuracy, collection, and lawful submission of Client Data. Client represents and warrants that to the best knowledge of Client, Client Data does not infringe upon any third-party rights and complies with all applicable laws, rules, and regulations. Client agrees to hold Untitled harmless from any claims arising from a breach of these representations.

8. Confidentiality

8.1 From time to time during the Term of this Agreement, either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party"), non-public, proprietary, and confidential information of Disclosing Party ("Confidential Information"); provided, however, that Confidential Information does not include any information that:

1. is or becomes generally available to the public other than as a result of the Receiving Party's breach of this Section 8;
2. is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information;
3. was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or
4. was or is independently developed by the Receiving Party without using any Confidential Information.

The Receiving Party shall:

1. protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care;
2. not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and
3. not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.

8.2 Client Data and Personal Data shall be deemed Confidential Information of Client and shall be subject to the confidentiality obligations set forth in this Section 8, in addition to the specific data protection obligations set forth in Section 8.4 (Privacy and Data Protection).

8.3 If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements, but only if such notice is legally permitted, so as to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy. For purposes of this Section 8 only, "Receiving Party's Group" shall mean the Receiving Party's affiliates and its or their employees, officers, directors, agents, attorneys and accountants.

8.4 Privacy and Data Protection

8.4.1 Data Processing Roles. For the purposes of this Agreement and applicable Data Protection Laws:

• Client acts as the Data Controller (or equivalent role under applicable law) with respect to Personal Data included in the Client Data ("Client Personal Data") and processed through the Platform Services.
• Untitled acts as the Data Processor (or equivalent role under applicable law) when processing Client Personal Data on behalf of Client.

8.4.2 Data Processing Obligations. Untitled shall process Personal Data only:

1. On behalf of and in accordance with Client's documented instructions;
2. For the purposes of providing the Platform Services to Client and its Users as set forth in this Agreement;
3. In compliance with applicable Data Protection Laws;
4. In accordance with the security measures set forth in this Section 8a.

Untitled will not: (i) "sell" or "share" (as such terms are defined under applicable Data Protection Laws) any Client Personal Data; or (ii) combine Client Personal Data with other Personal Data collected by Untitled from sources other than Client and its Users except where required to provide the Services.

8.4.3 Security Safeguards. Untitled shall implement and maintain appropriate technical, physical, and organizational security measures to protect Personal Data and Client Data, including:

1. Encryption of Personal Data in transit and at rest using industry-standard encryption methods;
2. Authentication and access controls limiting access to Personal Data to authorized personnel only;
3. Regular vulnerability testing and security assessments;
4. Network security measures including firewalls and intrusion detection systems;
5. Secure data backup and recovery procedures;
6. Employee training on data protection and security requirements.

8.4.4 Security Incident Response. In the event of a Security Incident, Untitled shall:

1. Notify Client without undue delay of becoming aware of the Security Incident;
2. Provide Client with all information reasonably requested by Client regarding the Security Incident, including the nature of the incident, number and identity of data subjects affected, types of Personal Data affected, and measures taken to address the incident;
3. Take immediate steps to investigate, contain, and remediate the Security Incident;
4. Cooperate with Client in any investigation and provide reasonable assistance in Client's response to the Security Incident;
5. Implement measures to prevent similar incidents in the future.

8.4.5 Data Retention and Deletion. Upon termination or expiration of this Agreement, Untitled shall, at Client's option:

1. Return all Personal Data and Client Data to Client in a commonly used electronic format; or
2. Securely delete all Personal Data and Client Data from its systems and provide written certification of such deletion.

This obligation shall not apply to the extent Untitled is required by applicable law to retain certain data, in which case Untitled shall notify Client of such legal requirement and continue to protect such data in accordance with this Agreement.

8.4.6 Subprocessors. Untitled may engage third-party subprocessors to assist in providing the Platform Services, provided that:

1. Untitled provides Client with reasonable advance notice of any new subprocessors;
2. All subprocessors are bound by data protection obligations no less protective than those set forth in this Agreement;
3. Untitled remains fully liable for the acts and omissions of its subprocessors.

8.4.7 Data Subject Rights. In the event that Untitled receives a request from a data subject to exercise their rights under applicable Data Protection Laws with respect to Client Personal Data, Untitled shall deliver such request to Client without undue delay of receipt. Untitled shall provide reasonable assistance to Client in responding to requests from data subjects exercising their rights under applicable Data Protection Laws, including rights of access, rectification, erasure, portability, and objection, and Untitled shall comply with Data Protection Laws in responding to any such requests.

8.4.8 International Data Transfers. In the unlikely event that Untitled transfers Personal Data outside the jurisdiction where it was collected, Untitled shall ensure that appropriate safeguards are in place as required by applicable Data Protection Laws, including standard contractual clauses or other approved transfer mechanisms.

8.4.9 Untitled Personal Data. The following shall apply with respect to Personal Data included in the Licensed Materials and provided to Client and Client's Users for enrichment and other purposes as set forth herein ("Untitled Personal Data").

1. Untitled shall comply with applicable Data Protection Laws with respect to the collection, use, and sharing of Untitled Personal Data hereunder.
2. Untitled acknowledges that Client and each of its Users may combine Untitled Personal Data with Personal Data that Client or such Client User maintains for purposes of using and disclosing such combined data for such Client User's marketing, sales, enrichment, activation, and analytics, use cases and operational activities.
3. Untitled shall promptly notify Client in writing if at any time an individual exercises its right under applicable Data Protection Laws to delete or opt-out of the sale or sharing of the individual's Personal Data included in the Untitled Personal Data and will provide Client with all information Client or its User reasonably requires in order to comply with applicable Data Protection Laws in relation to such request.
4. Untitled Personal Data shall not include any information of minors under the age of 18, sensitive medical or health information, race or ethnicity, religious beliefs, sexual orientation, precise geographic location, as well as those elements described as sensitive information in the NAI Code. Untitled shall not provide to Client or Client's Users any Untitled Personal Data where, at the time of delivery, the data subject of the applicable Untitled Personal Data has opted-out from sales or other disclosures of Personal Data or from the use of Personal Data for the purposes contemplated hereunder or requested deletion of Personal Data with Untitled directly or its affiliates.
5. Untitled represents, warrants, and covenants that, prior to the delivery to Client or its Users of any Untitled Personal Data, Untitled shall have procured the necessary rights and licenses to provide the Untitled Personal Data to Client and its Users and to grant the rights to Client and its Users in this Agreement with respect to the Untitled Personal Data in compliance with Data Protection Laws, privacy policies, and agreements to which Untitled is legally bound.

9. Term, Termination, and Survival

9.1 See Section "Platform Services Agreement Term, Termination, and Survival" in Client Proposal, Exhibit and/or Purchase Order Agreement, should one exist.

9.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the "Defaulting Party") if the Defaulting Party:

1. Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach; or
2. (i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

9.3 Notwithstanding anything to the contrary in Section 9.2, if a material breach of this Agreement is due to the acts or omissions of a particular User of Client, then Untitled shall terminate this Agreement with respect to such User of Client if the breach is not capable of cure or, if such breach is capable of cure, then thirty (30) days following Client's receipt of written notice from Untitled specifying the breach.

9.4 Notwithstanding anything to the contrary in Section 9.2 or Section 9.3, Untitled may terminate this Agreement before the expiration date of the Term on written notice if Client fails to pay any amount when due hereunder:

1. and such failure continues for ten (10) business days after Client receipt of written notice of nonpayment; or
2. more than two times in any twelve (12) month period.

9.5 The rights and obligations of the Parties set forth in this Section 9.5 and in Sections 2b. (Untitled Identity Tag Service), 6 (Intellectual Property), 7 (Client Data), 8 (Confidentiality), 8a (Privacy and Data Protection), 10 (Limitation of Liability) and 11 (Indemnification), and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

10. Limitation of Liability

10.1 EXCEPT FOR LOSSES ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

10.2 EXCEPT FOR DAMAGES ARISING OUT OF: (I) A BREACH OF CONFIDENTIALITY OBLIGATIONS; (II) A BREACH OF PRIVACY AND DATA PROTECTION OBLIGATIONS SET FORTH HEREIN; (III) GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; OR (IV) INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL A PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO UNTITLED PURSUANT TO THE APPLICABLE PLATFORM SERVICE AGREEMENT OR AGREEMENT EXHIBIT/ADDENDUM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10.3 THE LIMITATIONS SET FORTH IN THIS SECTION 10 SHALL NOT APPLY TO UNTITLED'S LIABILITY FOR VIOLATIONS OF DATA PROTECTION LAWS OR SECURITY INCIDENTS RESULTING FROM UNTITLED'S FAILURE TO IMPLEMENT APPROPRIATE SECURITY MEASURES AS REQUIRED BY THIS AGREEMENT.

11. Joint Indemnification

11.1 Untitled agrees to indemnify, defend and hold harmless the Client, Client's Users and each of their affiliates, employees, officers, directors, shareholders, partners, members, managers, agents, attorneys and accountants and assigns (the "Client Indemnified Parties") from and against any and all losses, liabilities, damages, and penalties and all related costs and expenses (including reasonable attorneys' fees) ("Losses") incurred by any Client Indemnified Party related to any claims, demands, investigations, or suits made by third parties (a "Claim") against such Client Indemnified Party arising out of or resulting from: (i) Untitled's material breach of its obligations under this Agreement relating to data protection, security or confidentiality; (ii) alleging that Platform Services infringe the patents, copyrights, trademarks or service marks or other Intellectual Property rights of such third parties; (iii) Untitled's violation of applicable Data Protection Laws; or (iv) any Security Incident involving Personal Data in the possession or under the control of Untitled or its subcontractors.

11.2 Client agrees to indemnify, defend and hold harmless Untitled and its affiliates and its or their employees, officers, directors, shareholders, partners, members, managers, agents, attorneys and accountants and assigns (the "Untitled Indemnified Parties") from and against any and all Losses incurred by any Untitled Indemnified Party related to Claims against such Untitled Indemnified Party: (a) arising from Client's breach of any covenant, agreement, representation or warranty made in this Agreement; (b) arising from Client's use of the Platform Services in violation of applicable Data Protection Laws; or (c) arising from the use of Client Data in accordance with the terms of this Agreement or Client's collection, use, or processing of Client Personal Data.

11.3 Each Party agrees to promptly notify the indemnifying Party in writing of any indemnifiable claim. The indemnified Party shall cooperate in all reasonable respects with the indemnifying party and its attorneys in the investigation, trial, defense and settlement of such claim and any appeal arising therefrom. The indemnified party may participate in such investigation, trial, defense and settlement of such claim and any appeal arising therefrom, through its attorneys or otherwise, at its own cost and expense. No settlement of a claim that involves a remedy other than the payment of money by the indemnifying Party shall be entered into without the consent of the indemnified Party, unless the settlement includes an unconditional general release of the indemnified Party which consent will not be unreasonably withheld.

11.4 Through the term of this Agreement, Untitled shall obtain and maintain privacy and cyber security insurance coverage providing standard comprehensive first-party and third-party (liability) coverages, with limits that are industry standard and commercially reasonable.

12. Entire Agreement

12.1 This Agreement, together with any Proposals, Purchase Orders, Agreement Exhibits, Addendums, or Statements of Work referenced herein, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

12.2 Untitled reserves the exclusive right to amend, modify, or update this Agreement at its sole discretion. Any such amendments or updates will be identified, appropriately documented and become effective upon Untitled providing notice to the Client via electronic communications and/or through checkbox acceptance with a link to this webpage during new or returning sign-in to the Platform. Client is accountable for routinely reviewing the Platform Service Agreement to stay informed about any possible changes or revisions. Any modifications will be clearly indicated by a date/timestamp prominently displayed at the top of the Agreement webpage, indicating the most recent update. Continued use of the Platform Service after the effective date of any amendments or updates shall constitute the Client's acceptance of the revised terms.

12.3 If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

12.4 This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

13. Notices

13.1 All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a "Notice", and with the correlative meaning "Notify") may be sent both electronically or in writing, and if in writing addressed to the other Party at its address set forth below its signature on this Agreement, an Exhibit to this Agreement, Purchase Orders or Statements of Work attached to this agreement, or provided to Untitled through the Platform Service (or to such other address that the receiving Party may designate from time to time in accordance with this Section 13).

13.2 Client hereby acknowledges their consent to receive communications and Notices electronically provided by Untitled, whether through email, postings on the Untitled website, or other means, in relation to the Platform Service. The Client bears the responsibility of maintaining an accurate primary email address for electronic communication and is obligated to periodically check the Untitled website and/or Platform Service for updates and notifications. The Client agrees that agreements between them and Untitled may be electronically entered into and signed in accordance with applicable laws.

14. Governing Law and Mandatory Arbitration

14.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

14.2 In the event of any controversy or claim between the Parties arising out of or relating to this Agreement, the Parties shall first attempt to resolve such controversy or claim through good faith negotiations for a period of not less than ten (10) business days following notification of such controversy or claim to the other Party. If such controversy or claim cannot be resolved by means of such negotiations during such period, then Section 14.3 shall apply.

14.3 Any dispute, controversy, difference or claim arising out of or relating to this contract, including, without limitation, the existence, validity, interpretation, performance, breach or termination thereof or any other cause of action arising out of or relating to the Agreement (including any disputes relating to the use of trade secrets or trademarks), shall be referred to and finally resolved by arbitration administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules of the AAA in effect on the date of commencement of the arbitration (the "Rules"). The place of arbitration shall be Louisville, Kentucky. The arbitral award must be consistent with the provisions of the Agreement and shall be exclusive, final, and binding upon both Parties.

14.4 Special Rules: Notwithstanding any provision to the contrary in the Rules, the Parties hereby stipulate that any arbitration hereunder shall be subject to the following special rules:

1. In its demand for arbitration, the Party initiating the arbitration shall provide a statement setting forth the nature of the dispute, the names and addresses of all other parties, the remedy or remedies sought (if known or knowable), and any applicable causes of action;
2. The tribunal shall be made up of three (3) arbitrators chosen from the AAA panel (such arbitrators can be located anywhere in the United States) using the AAA strike-and-rank process, provided that each arbitrator shall be either (a) a retired federal judge with at least eight years of bench experience, or (b) a current or former partner of an AmLaw 50 law firm with at least 15 years of experience in commercial law, commercial litigation, or business litigation;
3. No arbitrator shall be an employee, officer or director of any Party or of their respective Affiliates, nor shall any arbitrator have any interest that would be affected in any material respect by the outcome of the dispute;
4. Following the final hearing, the tribunal shall present its findings in a written award setting forth the legal and factual basis for its findings; and
5. Each Party shall bear its own costs and expenses of the arbitration and one half (1/2) of the fees and costs of the tribunal, provided that the tribunal shall award all such reasonable costs, expenses and fees to the prevailing party pursuant to Section 14.7.

14.5 Any proceedings pursuant to this Section 14 shall be confidential, and the Parties shall direct and instruct the arbitrator(s) to issue appropriate protective orders to safeguard each Parties' information. Except as required by law, no Party shall make (or instruct the arbitrator(s) to make) any public announcement with respect to the proceedings or decision of the arbitrator(s) without the prior written consent of each other Party. The existence of any dispute submitted to arbitration, and the award of the arbitrator(s), shall be kept in confidence by the Parties (who shall direct and instruct the arbitrator(s) to do the same), except as required in connection with the enforcement of such award or as otherwise required by applicable Law.

14.6 Nothing in this Section 14 restricts either Party's freedom to seek emergency injunctive relief (a temporary restraining order or preliminary injunction). Notwithstanding anything to the contrary in this Section 14, each of the Parties consents to bringing any such claims either in the federal and/or state courts located in Louisville, Kentucky, or pursuant to the emergency relief procedures of the AAA in accordance with this Section 14. Each Party hereby irrevocably waives, and agrees not to assert in any such action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that any such action or proceeding is brought in an inconvenient forum or that the venue of any such action or proceeding is improper.

14.7 In the event of any arbitration or court action conducted hereunder (including pursuant to Section 14.3), the prevailing party shall be entitled to recover from the losing party all fees and expenses incurred by the prevailing party in connection with the arbitration or court action, including reasonable attorney's fees. In the case of arbitration, the tribunal shall determine which party is the prevailing party.

By utilizing the Platform Services, the Parties acknowledge that they have read, understood, and agree to be bound by the terms and conditions of this Platform Services Agreement.