DIGITAL MEDIA SOLUTIONS^® VENDOR MASTER SERVICES AGREEMENT

This Vendor Master Services Agreement together with the Insertion Order (as defined below) constitute a legally binding agreement (the “Agreement”) by and between Digital Media Solutions, LLC (“DMS”) and Vendor (“Vendor”) set forth in the Insertion Order, effective as of the effective date set forth in the Insertion Order (the “Effective Date”). DMS and Vendor may be referred to herein collectively as the “Parties” or individually as a “Party.”

WHEREAS, Vendor is in the business of providing certain services related to data collection, online marketing, and/or other goods or services; and

WHEREAS, Vendor wishes to provide such goods or services to DMS in exchange for a certain fee and in accordance with the terms contained herein.

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

1. RELATIONSHIP OF THE PARTIES
   1. The parties acknowledge and agree that no relationship other than that of an independent contractor relationship has been created by this Agreement. Without limitation, DMS and Vendor are not partners or in a joint venture of any kind. Neither party, nor that party’s employees, agents, or representatives shall be deemed to be an employee, agent, or representative of the other party for any purpose. Vendor does not have any right or authority to bind or obligate DMS in any manner or make any representation or warranty on behalf of DMS or otherwise act as an agent of DMS. Vendor shall not undertake to make such representations or bind DMS and shall not make any representations to third-parties of having such ability to bind DMS or make representations on behalf of DMS. Vendor shall be solely responsible for, without limitation, the payment of all compensation, provision of benefits, and all other aspects of obligations to its employees, including, without limitation, provisions for employment taxes, worker’s compensation and any similar taxes associated with employment of Vendor’s personnel.
   2. Agency Restrictions. Where DMS is acting as an agency (as indicated on each applicable Insertion Order), Vendor agrees that DMS shall be the sole conduit through which Vendor provides the applicable Services and that Vendor shall not solicit, contract with, provide services substantially similar to those as provided by DMS or as provided to DMS by Vendor, or otherwise circumvent DMS’s relationship with any actual or prospective customer or client of DMS or any party which has contracted to receive goods or services from DMS. Breach of this provision by Vendor shall cause damages which are difficult to ascertain, but the parties agree that an amount equal to one-hundred (100%) percent of the gross revenue which is ultimately due to Vendor as a result of such breach shall constitute a reasonable calculation of the damages and that DMS shall be entitled to such liquidated damages. Further, in the event of breach by Vendor, DMS shall be entitled to equitable relief including, but not limited to, injunctive relief and Vendor consents to such relief and waives any defense related thereto.
2. SERVICES.
   1. Insertion Order. From time to time, DMS and Vendor may execute Insertion Orders that will subject to this MSA. As applicable, each Insertion Order will specify: (i) the Services to be provided, (ii) the start and end dates of the Services, (iii) the price(s) and payment terms for such Services, (iv) the budget to be spent pursuant to the Insertion Order, (v) the specific ad placement requirements, (vi) the marketing campaign or campaigns; and (vii) the identity of and contact information for the Vendor. Other items that may be included are, but are not limited to any special advertising instructions. As used herein, “Insertion Order” means any agreement executed by the Parties that references this Agreement and describes the Services and/or types of services that Vendor will provide, along with the scope, duration, responsibilities, fees, payment terms, and other details applicable to such Services and the applicable Fees for the foregoing.
   2. Services. Vendor agrees to perform the Services specified in each Insertion Order in accordance with this Agreement. Vendor expressly acknowledges and agrees that each Insertion Order is subject to additional terms provided by DMS as enumerated on each Insertion Order . Where any Insertion Order conflicts with this MSA, the terms of the MSA shall govern. No click-through, click-wrap, online, purchase order, or other terms provided by Vendor shall serve to modify or supersede this Agreement and any such terms shall not bind DMS unless expressly, affirmatively, and specifically accepted in a signed writing. A check-box, “acceptance by use” or “automatic” acceptance of such terms provided by Vendor shall not constitute sufficient acceptance and shall not bind DMS with regard to the subject matter herein. DMS reserves the express right to modify this MSA with or without notice to Vendor at any time at DMS’s discretion for any reason or no reason and Vendor’s continued provision of the Services, Leads, or Deliverables shall constitute acceptance of such modified terms. This MSA will specifically supersede any terms regarding the subject matter herein executed prior to or after the Effective Date of this Agreement unless such later agreement states that agreement’s intent to govern over or modify this MSA.
   3. Leads and Deliverables. Vendor shall submit Leads and Deliverables to DMS through the DMS Hosted Services. DMS may, in its sole discretion, elect to verify or evaluate the Lead data to determine whether it complies in all material respects with the requirements of this Agreement and reject the Lead where DMS determines in its sole discretion that Lead data is duplicative or does not meet minimum quality thresholds. Where Vendor disputes the determination of a Lead, DMS and Vendor shall undertake all commercially reasonable efforts to resolve such dispute in good faith. However, if no good faith resolution can be reach, DMS reserves the right to resolve such dispute in DMS’s discretion including, but not limited to, refund or replacement. As used herein, “Lead(s)” means certain consumer actions including, without limitation, clicks, impressions, purchases, registrations, and/or submission of consumer data gathered, provided, or otherwise obtained under this Agreement. As used herein, “Deliverable” means the materials, reports, metrics, documents, and data generated through the provision of the Service and made available by Vendor to DMS in any medium so provided whether in draft or final form other than Leads.
   4. Lead Requirements. The Leads will be unique and not duplicative of information or other Leads provided to DMS. The Leads will not include Leads from remarketing programs or individuals who previously submitted a request and did not provide explicit permission to resubmit their information. The Leads will meet each of the following criteria: (i) the Lead may not be sold more than the industry maximum of eight (8) times. (ii) the Lead may not be sold to another advertiser. Where Leads are required to be submitted in Real-Time, Vendor shall submit Leads that have been purchased by the Vendor in Real Time or generated by Vendor in Real Time, and the Lead data that the Vendor chooses to submit must have been input by the consumer immediately preceding the Vendor is and shall remain solely responsible to obtain adequately informed consent from consumers (as required by applicable law) for the collection and processing of all personal data included in Lead data. Vendor shall use commercially reasonable efforts to ensure any Lead provided hereunder is free from any harmful or malicious code.
   5. Access to Hosted Services. In connection with this Agreement, DMS may, in its sole discretion, provide Vendor with certain DMS software, security access or other materials, technologies or services to Vendor (the “DMS Hosted Services”). Where the Insertion Order includes the use of the DMS Hosted Services, Vendor shall not: (i) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make any DMS System available to any third party, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (ii) use or authorize the use of the DMS System in any manner or for any purpose that is unlawful under applicable law; (iii) copy, modify, or create derivative works or improvements of the DMS System; (iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the DMS System, in whole or in part; (v) bypass or breach any security device or protection used by the DMS System or access or use the DMS System other than by an authorized user through the use of his or her own then valid access credential; (vi) input, upload, transmit, or otherwise provide to or through the DMS System, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code; (vii) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the DMS Systems, or DMS’ provision of services to any third party, in whole or in part; (viii) remove, delete, alter, or obscure any trademarks, specifications, documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any DMS System; (ix) access or use the DMS System in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other customer or Vendor of DMS), or that violates any applicable law; (x) access or use the DMS System for purposes of competitive analysis of the DMS System, the development, provision, or use of a competing software service or product or any other purpose that is to DMS’ detriment or commercial disadvantage; or (xi) otherwise access or use the DMS System beyond the scope of the authorization granted under this Agreement. As used herein, “DMS Systems” means the certain software, data, databases, security access or other materials, technologies or services DMS provides to Vendor for the sole purpose of assisting Vendor to participate in the program.
   6. Suspension. Where the Insertion Order includes the use of the DMS Hosted Services, DMS may, directly or indirectly, by use of any other lawful means, suspend, terminate, or otherwise deny Vendor’s, any authorized user’s, or any other person’s access to or use of all or any part of the DMS Systems (“Suspension”), without incurring any resulting obligation or liability, if: (i) DMS receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires DMS to do so; or (ii) DMS believes, in its good faith and reasonable discretion, that: (a) Vendor or any authorized user has failed to comply with any material term of this Agreement, or accessed or used the DMS System beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any material instruction or requirement of DMS; (b) Vendor or any authorized user is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the DMS System; (c) this Agreement expires or is terminated; (d) Suspension is necessary to protect damage or risk to, or degradation of, the integrity, functionality, or ability of other members to use, the DMS System. DMS shall use commercially reasonable efforts to provide Vendor with notice prior to Suspension. This Section does not limit any of DMS’ other rights or remedies, whether at law, in equity, or under this Agreement.
   7. Reservation of Rights. DMS reserves all rights not expressly granted to Vendor in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Vendor or any third party any intellectual property rights or other right, title, or interest in or to the DMS IP.
3. VENDOR RESPONSIBILITIES
   1. General. Vendor is responsible and liable for all uses of the Services, Leads and Deliverables resulting from access provided by Vendor, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Vendor is responsible for all acts and omissions of its authorized users, and any act or omission by an authorized user that would constitute a breach of this Agreement if taken by Vendor will be deemed a breach of this Agreement by Vendor. Vendor shall use reasonable efforts to make all authorized users aware of this Agreement’s provisions as applicable to such authorized user’s use of the Services, and shall cause authorized users to comply with such provisions.
   2. Compliance with Law. Vendor shall comply with applicable law and this Agreement its performance under this Agreement. Any Lead submitted to DMS by Vendor shall comply with applicable law.
   3. TCPA Compliance. Vendor shall collect Leads from individuals who have provided prior express written consent required by law or regulation (including but not limited to Telephone Consumer Protection Act, 42 USC 227 and 47 CFR 64.200 and Do Not Call List requirements) so that the Vendor, DMS, or DMS customers may call any telephone or mobile phone numbers contained within the Lead including but not limited to through the use of an automatic telephone dialing system or prerecorded voice message, text message, manual telephone dialing, and such other methods as contemplated by the applicable Insertion Order in full compliance with the TCPA (“Call Consent”). Vendor agrees to provide to DMS, upon request from DMS, or initiated by Vendor and transferred to DMS by live telephone transfer, proof of such express written consent for all Leads provided to DMS, which proof will include, in addition to all other information or evidence reasonable requested by DMS, screenshots of the disclaimer and consent language appearing on mediums from which Leads were collected including consent for the party initiating the call, and the party to who the call will be transferred to, the IP address of the source of the Lead, and the date and time stamp indicating the time the Lead was collected.
   4. CCPA Compliance. The Parties agree that Personal Information (as defined in Exhibit A) will be handled and processed in accordance with the terms and conditions of the Vendor CCPA Terms, attached hereto at Exhibit A.
   5. Record Keeping. The Vendor will utilize record keeping systems that can establish that the prior express written consent referenced in the immediately preceding paragraph can be conclusively established under applicable law or regulation, and legal sufficient evidence of such consent will be maintained by the Vendor for seven (7) years and be made available to DMS upon request at any time, at least until the conclusion of any applicable statute of limitations under applicable law or regulation, including but not limited to those identified in the immediately preceding paragraph.
   6. Consumer Interactions. Vendor shall in any and all contact between Vendor and a consumer: (i) advertise and promote in a manner that reflects favorably at all times on the good name, goodwill, and reputation of DMS and its customers; (ii) not use practices that are unfair, deceptive or abusive; (iii) not promote violence, hatred, cruelty to humans or animals, criminal or illegal activities, gambling, alcohol, firearms, sexually explicit materials, any religious affiliation, or discrimination based on race, color, gender, religion, nationality, disability, sexual orientation or age, nor may it contain material that specifically targets minors; and (iv) not be libelous, defamatory, disparaging, obscene, or offensive, or contain any other content that DMS may deem inappropriate, in its sole discretion.
   7. Education Restrictions. Vendor shall not, under any circumstances, in any way, directly or indirectly, utilize any of the websites, domains, companies or entities identified on the DMS Education Blacklist attached hereto as Exhibit B as may be updated by DMS from time to time (the “Blacklist”) when generating Leads, Deliverables, or performing hereunder in relation to or in connection with education-related offers. All Leads and Deliverables from the Blacklist shall be rejected, no compensation shall be paid for any performance related thereto and/or the Blacklist, and failure to comply with this section shall be a material breach of the Agreement.
   8. Suppression Lists. Vendor agrees to provide DMS constant access to Vendor’s database of consumers and consumer information (including, but not limited to, full name, telephone number, and email address) who have informed Vendor that they no longer wish to be contacted by or on behalf of Vendor including, but not limited to, opt-outs, aggregations of consumer opt-outs, Federal Trade Commission’s Do-Not-Call List consumers, do-not-email lists, Vendor’s internal Do-Not-Call list, and any other such information (“DNC List”) and to separately and individually provide such DNC List to DMS prior to the start of any each IO. Vendor agrees to maintain and keep updated the DNC List on a daily basis and to notify DMS of any updates to such DNC List. Vendor, without limitation, represents and warrants that the information contained in the DNC List is accurate, up to date, and can be relied upon by DMS. Further, Vendor shall individually inform DMS of and when Vendor receives such additions to its DNC List.
4. FEES AND PAYMENT
   1. Fees. Vendor shall invoice DMS for the fees for the Services set forth in the applicable Insertion Order in accordance with this Agreement (“Fees”) on a monthly basis. DMS shall send payment to Vendor within sixty (60) days, or such other time period as indicated on each applicable Insertion Order, of the date of receipt and acceptance of the applicable invoice by DMS. Each invoice shall, at minimum, contain such necessary information to identify Vendor as the source of the invoice, itemize each applicable charge, identify the dates which the invoice covers, and identify the date the invoice was generated. Vendor has an affirmative duty to invoice DMS within ninety (90) of the performance of the applicable Services. Failure by Vendor to properly invoice DMS shall result in Vendor forfeiting any amounts otherwise due for such performance which was not invoiced properly. All payments hereunder shall be in US dollars. Vendor is responsible for paying all applicable taxes it may incur in connection with the Services. Vendor agrees to pay amounts equal to any Federal, state or local sales, use, excise, withholding or other taxes or assessments, however designated or levied, relating to DMS in connection with any amounts payable hereunder.
   2. Records and Disputes. Unless otherwise provided in the Insertion Order, each Party shall track the applicable metrics, actions, or other information relevant to the applicable Insertion Order. DMS reserves the express right to dispute any invoice provided by Vendor in DMS’s sole discretion. Upon dispute by DMS for any reason or none, such invoice shall not be due until such dispute is resolved and the period where payment is required shall be suspended until such dispute is resolved. Vendor shall have the right to dispute DMS reporting, so long as Vendor submits such dispute in writing to DMS not more than five (5) days from the date upon which a report is provided by DMS. Where Vendor raises a dispute, it shall not affect the undisputed portion of any invoice or report provided by DMS. DMS reserves the right to resolve any such dispute in DMS’s good faith discretion, and to supersede Vendor’s reporting with DMS’s reporting. At all times, DMS’s reporting shall control where available. Where DMS has paid an invoice in accordance with Vendor’s reporting, and Vendor’s reporting indicated a higher amount due on an applicable invoice than DMS’s reporting, Vendor shall provide a refund equal to the difference between DMS’s reporting and Vendor’s reporting. DMS, at any point, further reserves the right to, and Vendor provides DMS the right, to demand and receive a refund for any Leads or Deliverables which did not or do not comply with any representations or warranties or conditions of this Agreement, which were provided in breach of an applicable Insertion Order, or are in or were gathered in violation of any applicable law, rule, regulation, or other such binding legal authority and Vendor shall provide such refund upon DMS’s demand to Vendor.
5. CONFIDENTIAL INFORMATION
   1. Vendor acknowledges and agrees that during the Term, DMS may disclose or make available to Vendor information about its (or its clients’) trade secrets, files, policies, computer and other databases and libraries, techniques, plans, strategies, existence of this Agreement, status of Vendor as a vendor of DMS, contracts, systems, records, accountings, procedures, forms, manuals, reports, processes, products, publications, services, employees, customer lists, personally identifiable information of DMS’s customers, identities, information relating to any aspect of DMS operations in general and specifically operations related to Vendor, Leads, Deliverables, or any other information, whether in written, verbal, electronic, or other format or in draft or final form, that is either (1) marked or identified as being confidential, or (2) that a reasonable person would understand to be confidential from the nature of the information or the circumstances of the disclosure, as well as the nature and extent of the collaboration (collectively, “Confidential Information”). Confidential Information does not include information that: (a) is or becomes public domain information or material through no fault or breach on the part of the receiving Party; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party, without reference to the Confidential Information of the disclosing Party and without any breach or violation of any obligation of this Agreement. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, or use any Confidential Information for any purpose whatsoever, except as strictly necessary to perform under this Agreement, and shall restrict disclosure to its employees or contractors who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed using a method designed to ensure confidentiality and permanently delete such Confidential Information from any computer hardware or other equipment. Vendor hereby grants DMS the right to disclose or promote the fact that Vendor is a current or past vendor of DMS. Vendor further agrees to provide telephone references for DMS upon request from time to time. Moreover, Vendor agrees to ensure that any any employees, contractors, officers, directors, owners, or agents (“Personnel”) of Vendor who receive Confidential Information shall be bound by obligations of confidentiality no less restrictive than those contained in this section. Vendor shall immediately notify DMS in writing in the event of any unauthorized use or disclosure of the Confidential Information and assist in remedying such unauthorized use or disclosure, as requested by DMS (which shall not limit other remedies of DMS as provided herein or by applicable law). In the event of a breach or threatened breach of this Confidentiality Section, DMS, in addition to and not in limitation of any of the rights, remedies or damages available to it at law or in equity, shall be entitled to a temporary or permanent injunction to prevent or restrain any such breach by Vendor.
6. INTELLECTUAL PROPERTY OWNERSHIP; FEEDBACK
   1. DMS IP. Vendor acknowledges that, as between Vendor and DMS, DMS owns all right, title, and interest, including all intellectual property rights relating therein and thereto, in and to the DMS IP, including all modifications, enhancements, derivatives, and other software and materials relating thereto, and all copies thereof. As used herein, “DMS IP” means the DMS Hosted Services, DMS Systems, documentation, supporting information, Opt-Ins, Leads, materials, methods, information, and data, including ad pricing information, ad description, ad placement information, ad targeting information, preexisting DMS data used by DMS pursuant to the Insertion Order, gathered pursuant to the Insertion Order during delivery of an ad that identifies or allows identification of DMS, DMS’ website, brand, content, context, or users as such; or entered by users on any DMS website, and any and all intellectual property rights therein and thereto, including all modifications, enhancements, derivatives, and other software and materials relating thereto, and all copies thereof. Vendor agrees that ownership, in whole and part, of any Deliverables or Leads provided hereunder shall rest solely and exclusively, in whole and in part, with DMS. The DMS IP, Leads, and Deliverables shall be deemed to be Confidential Information of DMS and subject to the confidentiality restrictions set forth herein.
   2. License to Vendor. Where DMS provides any DMS IP for use and/or distribution by Vendor, Vendor shall be granted a limited, revocable, non-assignable, non-transferrable, license for the sole purpose of strict performance of the Services described in each applicable Insertion Order. Such license shall terminate with the applicable Insertion Order and/or this MSA, as applicable.
   3. Vendor Media. Where Vendor provides DMS any scripts, creative materials, display graphics, slogans, claims, trademarks intellectual property, infographics, or other such advertisements (collectively, “Media”), Vendor shall be solely responsible and liable for any such Media provided, in whole or part, to DMS. Vendor, without limitation, represents and warrants that Media provided by Vendor to DMS shall not infringe upon any third-party right, title, or other such interest, does not violate any applicable law, rule, regulation, or other binding legal authority, and shall be original works created by and owned by Vendor or otherwise licensed to Vendor in a manner to permit full performance contemplated by this Agreement for the entire duration of the Agreement.
   4. Performance Data. All data regarding a campaign gathered during delivery of an ad pursuant to the Insertion Order (g., number of impressions, interactions, and header information), (“Performance Data”) is the property of DMS. DMS may use data on an aggregated basis for its business purposes and disclosing qualitative evaluations of aggregated data to its clients and potential clients, and Media Partners on behalf of such clients or potential clients, for the purpose of media planning.
   5. Feedback. If Vendor or any of its employees or contractors sends or transmits any communications or materials to DMS by mail, email, telephone, or otherwise, suggesting or recommending changes to the DMS IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), DMS is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Vendor hereby assigns to DMS on Vendor’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and DMS is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although DMS is not required to use any Feedback.
   6. Except as expressly set forth herein, neither Party intends and this Agreement shall not convey, assign, transfer, grant, or otherwise give any right, title, interest, license, ownership, or other such interest in the intellectual property of one Party to the other Party.
   7. Privacy Policies. The Parties will post on their respective web sites their privacy policies and adhere to their privacy policies, which will abide by applicable laws. Failure by DMS, on the one hand, or Vendor, on the other, to continue to post a privacy policy, or non-adherence to such privacy policy, is grounds for immediate cancellation of the Insertion Order by the other Party.
7. REPRESENTATIONS AND WARRANTIES; WARRANTY DISCLAIMER
   1. Vendor represents, warrants and covenants that Vendor owns or otherwise has and will have the necessary rights and consents in and relating to the Leads and Deliverables so that, as received by DMS and processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any privacy or other right of any third party.
   2. Vendor represents warrants and covenants that the information, including Leads and Deliverables, it has provided to DMS is complete, accurate, current and not misleading or deceptive, and can be expressly relied upon by DMS.
   3. Vendor further represents warrants and covenants that any Leads and Deliverables provided hereunder shall: (i) have been obtained in accordance with all privacy policies or other privacy-related terms on each applicable website, (ii) be from consumers or individuals who have provided express, informed, freely-given, opt-in consent to be contacted by any method which is contemplated by this Agreement or which could be contemplated by this Agreement, (iii) not be from consumers which are on DMS’s internal do-not-call, suppression, or other opt-out list, the do-not-call or opt-out list maintained by any state, federal, or international government agency and which have not provided a subsequent Opt-In in compliance with this Agreement, and not from any do-not-call, suppression, or opt-out list maintained by Vendor which would or may cause a violation of applicable law or this Agreement, (iv) not be generated in or associated with generation which is fraudulent (as determined by DMS in DMS’s sole discretion), illegal, fake, or otherwise improper; (v) be relied upon and used by customers and vendors of DMS for any and all purposes contemplated by this Agreement or which could be contemplated by this Agreement.
   4. Vendor represents, warrants and covenants that: (i) its execution of this Agreement and its performance hereunder are not in breach of any agreement that it may have with a third party nor will it violate the proprietary rights or interests of any third party; (ii) it has complied and will comply with all applicable laws, rules, regulations, and other such binding legal authority; (iii) it shall comply with any and all rules, guidelines, and requirements as posted or provided by DMS in connection with this Agreement in DMS’s sole discretion and election, specifically including, but not limited to the Vendor Rules attached hereto as Exhibit C as may be updated by DMS from time to time, for any purpose determined by DMS including, but not limited to, legal or compliance efforts; (iv) it shall comply with all consumer requests applicable to Vendor which are received by DMS and provided to Vendor including, but not limited to, requests not to share or sell information available to certain consumers under the California Consumer Privacy Act, and other such requests as applicable; (v) it shall provide all opt-out, do-not-call, do-not-email, do-not contact, and/or any other such revocations of consent requests in any form as they might be provided to Vendor from any individual consumer whose information is contained in any Lead or Deliverables to DMS within two (2) days from receipt of the same by Vendor or immediately upon DMS’s request; (vi) it shall perform the services, in all respects, using first-class services and in accordance with the highest industry standards available and shall not provide any Leads, Services, or Deliverables which have been gathered or associated with sexual or pornographic content, work-from-home job schemes, sweepstakes, lotteries, false, misleading, or deceptive advertising, false promises, illegal content of any kind, and other such objectionable content; (vii) the Services will comply with all applicable laws, statutes, ordinances, rules and regulations; (viii) it shall only use DMS IP and materials provided by DMS, and/or Leads in such a way as not to violate any applicable law, cause harm, abuse, or damage to any individual consumer, and it shall expressly comply with all opt-out requests presented by consumers; and (ix) it is a validly formed entity in good standing under the laws of its state in which it is organized or otherwise formed, has obtained all licenses, registrations, and approvals necessary to conduct business and otherwise perform under this Agreement, and will comply with all applicable laws, statutes, ordinances, rules and regulations.
   5. Vendor represents, warrants and covenants that it has and shall obtain all required Opt-In(s) required by law or this Agreement from each individual consumer and Lead provided to DMS under this Agreement necessary to permit DMS and DMS’s customers and clients to contact such consumer or Lead and shall maintain and store such Opt-In(s) for the entire duration of this Agreement and a period of not less than seven (7) years thereafter. It shall provide such Opt-In(s) within five (5) days of DMS’s request in a format which demonstrates the date of such Opt-In(s), websites, creative materials, and all applicable language such Opt-In(s) agreed to. Where the activity contemplated or able to be contemplated by this Agreement includes calls, texts, and/or emails to consumers and/or Leads, then such Opt-Ins shall also be subject to the restrictions and obligations set forth in Section 3(c) of this MSA.
   6. Vendor acknowledges that any metrics, reports, data or information generated, obtained or acquired during this Agreement from DMS is at Vendor’s sole risk and discretion and subject at all times to DMS’s approval and revocation. DMS and its suppliers shall not be liable or responsible for any results generated through the use of the same. As used herein, “Opt-In” means express, informed, written, freely given consent, which is not required as a condition of any purchase and has not been incentivized by monetary or other promotions, provided by a consumer or Lead to be contacted by such applicable means as contemplated or able to be contemplated by this Agreement including, but not limited to, automated telephone dialing systems, manual telephone calls, email, text messages, or other such methods by such applicable third-party which is contemplated or should be contemplated by this Agreement specifically including, but not limited to, DMS and customers or clients of DMS.
   7. Limited Warranty. DMS warrants that, during the Term of this Agreement, where DMS is obligated to perform in a manner other than payment, DMS will perform in accordance with generally accepted industry standards. DMS’s sole obligation and Vendor’s sole and exclusive remedy for any breach of this Agreement or any representation or warranty is limited to a one-time re-performance by DMS. DMS obligations under this Section 7(g) are conditioned upon Vendor notifying DMS of the non-conformance in writing within forty-eight (48) hours of such performance, and providing DMS with sufficient documentation of such non-conformity to enable DMS to verify the same.
   8. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, DMS HAS NOT MADE ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, TO VENDOR REGARDING THE SUBJECT MATTER OF THIS AGREEMENT OR THE SERVICES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
8. INDEMNIFICATION
   1. Vendor Indemnification. Vendor will indemnify, defend and hold harmless DMS, its subsidiaries, shareholders, directors, officers, employees and agents from and against all costs, losses, expenses (including reasonable attorneys' fees) and direct damages resulting from all lawsuits, claims, demands, actions and other proceedings by or on behalf of any third party to the extent arising out of or resulting from: (i) misconduct of any kind on the part of Vendor, Vendor personnel, Vendor agents, Vendor affiliates, or Vendor contractors whether such misconduct is reckless, negligent, or otherwise improper; (ii) the use of Deliverables and/or Leads, in whole or in part, whether contemplated by this Agreement or not, and Vendor’s Media, (iii) any use of the information or results obtained through the Services; (iv) any act or omission related to Vendor’s performance of its obligations or failure to perform its obligations under this Agreement; (v) Vendor’s infringement of the intellectual property rights of any third-party or breach of this Agreement and/or any Insertion Order; and (vi) Vendor’s or its Personnel’s breach of any representation, warranty or covenant in this Agreement or violations of law, rule, regulation, or other such binding legal authority by Vendor. Where Vendor cannot satisfy obligations of indemnity or defense contained herein, the individual undersigned on behalf of Vendor shall be jointly and severally liable for such obligations of indemnity and defense and the undersigned on behalf of Vendor promises to pay the full amount of such indebtedness and the liability of the undersigned shall not be affected by the discharge or release of the indebtedness, liability, obligation of Vendor nor the language or nature of the area to which such undersigned signs. Vendor may not settle any third party claim against DMS unless DMS consents to such settlement, and further provided that DMS will have the right, at its option, to defend itself against any such third party claim or to participate in the defense thereof by counsel of its own choice.
   2. DMS Indemnification. DMS shall indemnify, defend, and hold harmless Vendor, and its directors, officers, employees, suppliers, agents, successors, and assigns from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Vendor resulting from any third party claim, suit, action, or proceeding: (i) that the Deliverables directly infringes or misappropriates a US patent or copyright or misappropriates a trade secret of such third party, except to the extent that the infringement arises from: (A) use of the Deliverables in combination with data, software, hardware, equipment, or technology not provided by DMS, or (B) modifications to the Deliverables not made by DMS; and (ii) for willful misconduct or gross negligence of DMS.
9. LIMITATIONS OF LIABILITY‍
   1. IN NO EVENT WILL DMS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, LOSS OF GOODWILL OR REPUTATION, BREACH OF DATA OR SYSTEM SECURITY, AND THE LIKE, IN EACH CASE REGARDLESS OF WHETHER DMS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. THE CUMULATIVE LIABILITY OF DMS TO VENDOR FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL AMOUNT PAID TO VENDOR BY DMS DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY AND (II) ONE THOUSAND DOLLARS (U.S. $1,000.00). THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
10. TERM AND TERMINATION
    1. Term. The MSA shall commence on the Effective Date and shall remain in effect for a period of one (1) year (“Initial Term”). Upon expiration of the Initial Term, this MSA shall automatically renew for successive one (1) year terms (“Renewal Terms”) (the Initial Term and any Renewal Term shall collectively be referred to herein as the “Term”) unless either Vendor or DMS provides written notice of its intent to terminate at least ninety (90) days prior to the expiration of the then-current Initial Term or Renewal Term or unless terminated earlier as provided herein. Where an Insertion Order does not specify the dates of service or does not have an end date, it shall automatically renew every thirty (30) days.
    2. Termination. In addition to any other express termination right set forth in this Agreement: (i) DMS may terminate this Agreement or an Insertion Order upon thirty (30) days written notice to Vendor; (ii) either Party may terminate this MSA or any Insertion Order effective immediately upon written notice to the other Party upon: (A) written mutual agreement of the Parties; (B) a material breach of this Agreement that is not cured within thirty (30) days of written notice detailing such breach; (C) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (D) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (E) makes or seeks to make a general assignment for the benefit of its creditors; (F) applies for or has appointed 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, or (G) the occurrence of a breach of confidentiality as described in this Agreement. Where an Insertion Order does not specify a termination date, it shall automatically terminate upon full performance of the Services described therein. Further, termination of this MSA shall serve to automatically terminate all Insertion Orders incorporated hereunder.
    3. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Vendor shall immediately discontinue use of the DMS IP and, without limiting Vendor’s obligations under Section 6, Vendor shall delete, destroy, or return all copies of the DMS IP and certify in writing to the DMS that the DMS IP has been deleted or destroyed.
    4. Survival. This Section 10(d) and Sections 4, 5, 6, 7, 8, 9, and 11 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
11. MISCELLANEOUS
    1. Non-Solicitation. During the Term and for a period of one (1) year thereafter, neither Vendor nor any of its affiliates or representatives (each, a “Restricted Person”) shall directly or indirectly solicit, or attempt to solicit the services of any employee with whom Vendor had contact or who became known to the Restricted Person in connection with the Services provided under this Agreement or the evaluation thereof (“Covered Employee”), or otherwise interfere with the employment or independent contractor relationship between DMS and any such Covered Employee. If Vendor breaches or violates this Section 11(a), Vendor shall pay to DMS a sum equal to one year’s basic salary or the annual fee that was payable by DMS to that Restricted Person plus the recruitment costs incurred by DMS in replacing such person. The Parties agree that damage resulting from Vendor’s breach of the covenants in this section are difficult to ascertain, and the damages in the preceding sentence represent a reasonable estimate thereof. Vendor agrees that DMS may obtain injunctive relief without the necessity of proving actual damages to enforce this provision in addition to any other remedies at law or in equity, and Vendor waives necessity of DMS posting a bond or other security in connection with any injunction.
    2. Restricted Providers. Vendor recognizes that DMS has proprietary relationships with the third-parties that obtain certain goods or services and Leads from DMS, as well as third-party Vendors, other than Vendor, that provide certain goods or services and Leads to DMS pursuant to separate agreements (collectively, “Media Partners”). Vendor agrees not to circumvent DMS’s relationship with such Media Partners, or otherwise solicit, obtain, offer, make available, provide, contract for or otherwise perform, directly or indirectly, advertising, marketing or promotional services similar to the services performed by Vendor and/or DMS hereunder for any Media Partner that is known, or should reasonably be known, by Vendor to have such a relationship with DMS, during the Term of the Agreement and for one (1) year following termination or expiration of the Agreement. Notwithstanding the foregoing, to the extent that Vendor can show that any such Media Partners already obtained such services from, or provided such services to, Vendor, as applicable, prior to the Effective Date of the Agreement, then Vendor shall not be prohibited from continuing such relationship. Vendor agrees that monetary damages for its breach, or threatened breach, of this Section 11(b) will not be adequate and that DMS shall be entitled to: (i) injunctive relief (including temporary and preliminary relief) without the requirement to post a bond; (ii) liquidated damages from Vendor in the amount equal to one hundred percent (100%) of the fees received by or which are or would be otherwise due to or from Vendor from or to the subject Media Partner; and/or (iii) any and all other remedies available to DMS at law or in equity.
    3. Agreement to Contract. Vendor represents and warrants that it has the authority to enter into this Agreement and that the individual signing this Agreement on behalf of Vendor is authorized to do so.
    4. Entire Agreement; Additional Terms; Interpretation. This Agreement, together with the Insertion Order(s), attachments, exhibits, and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. Where an Insertion Order conflicts with this MSA, the terms of this MSA shall govern. No click-through, click-wrap, online, purchase order, or other terms provided by Vendor shall serve to modify or supersede this Agreement and any such terms shall not bind DMS unless expressly and specifically accepted in a signed writing. A check-box, “acceptance by use” or “automatic” acceptance of such terms provided by Vendor shall not constitute sufficient acceptance and shall not bind DMS. The headings and captions used in this Agreement are provided solely for convenience and shall not convey any legal right, interest, or obligation upon either Party. This Agreement shall be deemed and is an arms-length transaction freely negotiated between the parties and each has been given an opportunity to fully read and understand this Agreement, as well as seek the advice of counsel. Ambiguity shall not be construed in favor of the non-drafting party. Where a previous agreement concerns the same or similar subject matter between the parties hereto, this Agreement shall serve to terminate and replace that previous agreement and both parties hereto agree that such termination shall be deemed proper and waive any other formalities required for such termination.
    5. Notices. Notices under this Agreement shall be deemed to be adequate and sufficient if given in writing and delivered via: (a) registered or certified mail, postage prepaid, in which case notice shall be deemed to have been received upon receipt; (b) a nationally recognized overnight air courier, next day delivery, prepaid, in which case such notice shall be deemed to have been received upon delivery; or (c) electronic mail, in which case such notice shall be deemed to have been received upon the earlier of one (1) business day of successful delivery to the applicable address or upon confirmation of receipt either by electronic means or a response to or otherwise indicating confirmation of receipt of such electronic mail. All notices must be addressed and sent to the following addresses for each applicable Party: to DMS, ATTN: General Counsel/Legal Department, 4800 140^th N. Ste. 101, Clearwater, Florida 33762, legal@thedmsgrp.com; to Vendor: the contact information provided on the applicable Insertion Order. Vendor has an affirmative duty to update, as necessary, the above address for purposes of notice. The above address listed by Vendor shall be deemed good and effective for purposes of notice unless and until Vendor provides DMS written notice of a change of address. DMS may designate such other address for purposes of notice from time to time in writing to Vendor. Without limitation, permitted assignment of this Agreement by Vendor shall not serve to automatically change the effective address for purposes of notice hereunder.
    6. Force Majeure. In no event shall DMS be liable to Vendor, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond DMS’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, epidemic, pandemic, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
    7. Amendment and Modification; Waiver. DMS reserves the right, and Vendor grants DMS the right, to modify this MSA at any time for any reason or no reason with or without notice to Vendor. Vendor’s continued acceptance and use of the Services constitutes acceptance of such modifications. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    8. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    9. Governing Law; Arbitration. This Agreement, and all disputes arising from or relating to it, is governed by and construed in accordance with the internal laws of the State of Florida without giving effect to conflict of law principles. The Parties hereby consent to jurisdiction in the State of Florida and agree that the American Arbitration Association shall have exclusive jurisdiction over any issues regarding the interpretation or enforcement of this Agreement under the Commercial Arbitration Rules, the Parties having agreed that all disputes shall be resolved exclusively by arbitration. Venue for arbitration shall be exclusively in Clearwater, Florida. Each Party, without limitation, agrees that such venue is convenient, consents to such venue, and waives any defense to such venue. The Parties acknowledge and agree that this Agreement relates solely to the performance of services (not the sale of goods) and, accordingly, will not be governed by the Uniform Commercial Code of any state having jurisdiction and shall not be governed by the United Nations Convention on the International Sale of Goods. .
    10. Insurance. Vendor shall, at its own expense, carry, maintain and provide evidence of: (i) a General Liability insurance policy, with a limit of liability per occurrence of at least $3,000,000; (ii) an Errors and Omission and Cyber Liability insurance policy with a limit of liability per occurrence of at least $3,000,000; and (iii) a Workers’ Compensation insurance policy to provide coverage against any claims arising from any activities and obligations arising out of or resulting from this Agreement. Vendor’s General Liability insurance policy shall name DMS as an additional insured. The policies shall provide that they may not be canceled or altered without at least 10 days prior written notice to DMS and the loss payable endorsement shall provide that all amounts payable by reason of loss shall be payable only to DMS. Vendor shall deliver to DMS evidence satisfactory to DMS of insurance within fifteen (15) days of execution of this Agreement.
    11. Subcontractors. Vendor may not subcontract this Agreement in whole or in part unless expressly authorized to do so in the applicable Insertion Order by DMS. Vendor shall ensure that such subcontractors, sub-vendors, any affiliates used in connection with or under this Agreement, and each applicable subsidiary of Vendor used under or in connection with this Agreement is subject to terms no less restrictive as those restrictions imposed on Vendor’s performance and Vendor’s use of intellectual property and deliverables hereunder, and shall ensure that such subcontractors comply with the terms of this Agreement. Vendor shall be jointly and severally liable for the actions, omissions, and violations of this Agreement by Vendor’s subcontractors, subsidiaries, affiliates, and contractors or agents of the same as if Vendor has committed the violation itself.
    12. Assignment. Vendor may not assign any of its rights or delegate or transfer any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of DMS. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
    13. Consumer Complaints. Vendor shall, within two (2) days of receipt, provide DMS copies of any correspondence from law firms, consumers, or government agencies which relate to performance hereunder, Leads, and/or Deliverables that threaten, relate to, or will or which might reasonably result in a lawsuit, legal action, Better Business Bureau complaint, government investigation, regulatory action, and/or a formal government action. Vendor shall, further, provide any and all relevant documents, information, correspondence, or other such materials related to such complaints requested by DMS not more than two (2) days from such request.
    14. Audit Right. Vendor agrees, represents, and warrants that Vendor shall keep and/or maintain all records, documents, information, records of policies, records of procedures, records of business practices, consumer complaints, communications from opposing law firms, correspondence or legal filings from government agencies, and/or any other such materials in such applicable mediums including, but not limited to, Opt-Ins, call records, draft Deliverables, and consumer complaints (“Audit Materials”) relevant to Vendor’s performance hereunder, the Services, the Leads, Deliverables, and applicable law for the entire Term of this Agreement and no less than five (5) years thereafter. Vendor agrees to provide such Audit Materials to DMS not more than two (2) days of request by DMS and to maintain and store such Audit Materials in a manner and method which is reasonably secured, organized, and transferrable to DMS. Without limitation, DMS shall have the right to audit and assess Vendor’s compliance with the obligations under this Agreement at any time for any reason including to determine whether Vendor’s Leads are compliant with the terms of this Agreement.
    15. Export Regulation. The DMS Hosted Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Vendor shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to, or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Vendor shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the DMS Hosted Services or the underlying software or technology available outside the US.
    16. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

EXHIBIT A

VENDOR CCPA TERMS

These Vendor CCPA Terms are incorporated into and made a part of the Vendor Master Services Agreement located at https://digitalmediasolutions.com/VMSA or any successor URL or address (“MSA”). Where a capitalized or defined term provided herein is not defined herein, it shall have the definition provided for it in the MSA. DMS reserves the right to modify these Vendor CCPA Terms at any time with or without notice to Vendor at DMS’s discretion for any reason or no reason. Vendor’s continued provision of the Services, Leads, or Deliverables shall constitute acceptance of such modified terms.

1. Definitions‍
   1. Capitalized terms used herein shall have the meanings ascribed to them in the main body of the Agreement to which this Exhibit is attached to, this Exhibit A, or as otherwise defined below.
      • 1.1 The terms “Business,” “Business Purpose” and “Consumer” shall have the meanings ascribed to them in the California Consumer Privacy Act, Cal. Civ. Code § § 1798.100 et seq. (“b”).
      • 1.2 “Applicable Privacy Laws” means all statutes, regulations, regulatory guidelines and judicial or administrative holdings or interpretations related to consumer privacy including, but not limited to, the CCPA, as same are applicable to Vendor’s access to or Processing of Personal Information.
      • 1.3 “Parties” means DMS and Vendor.
      • 1.4 “Personal Information” means, in addition to any definition under Applicable Privacy Laws, any personally identifiable information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, to any individual or household.
      • 1.5 “Process” or “Processing” means any operation or set of operations which is/are performed on Personal Information or on sets of Personal Information, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, sale, or otherwise making available, alignment or combination, restriction, erasure or destruction.
2. Covered Business‍
   1. Vendor acknowledges and agrees that it is a “Business” as defined under the CCPA and, as a result, the collection and Processing of any California Consumer Personal Information shall be governed by the CCPA (as well as other Applicable Privacy Laws). Vendor represents and warrants that its collection and Processing of Personal Information shall comply with all Applicable Privacy Laws including, but not limited to, the CCPA.
3. Vendor Disclosures.
   • 3.1 Privacy Policy/Privacy Notice. A hyperlink to the Vendor Privacy Policy (as well as any other privacy notice required by Applicable Privacy Laws (collectively, the “Vendor Privacy Disclosures”)) must be clearly and conspicuously posted on any Vendor Websites and/or forms used to capture Leads and/or other Deliverables containing Personal Information. The Vendor Privacy Disclosures shall be designed and presented in a way that is easy to read and understandable to an average consumer. The Vendor Privacy Disclosures shall:
     1. Use plain, straightforward language and avoid technical or legal jargon.
     2. Use a format that makes the policy readable, including on smaller screens, if applicable.
     3. Include the following disclosures:
        1. A description of consumers’ rights under the CCPA, with instructions for submitting verifiable requests, and the process that Vendor will use to verify such requests;
        2. Categories of Personal Information collected;
        3. Categories of sources from which Personal Information is collected;
        4. The Business Purpose for such collection;
        5. Whether or not Vendor has sold any Personal Information in the preceding twelve (12) months and if so, the category of parties to whom it is being sold and the business or commercial purpose for the sale;
        6. Whether or not Vendor has disclosed any Personal Information to Service Providers or third parties in the preceding twelve (12) months, and, if so, the categories of parties to whom it is being disclosed, and the business or commercial purpose for the disclosure;
        7. Minimally, a toll-free number and online request form or portal for consumers to submit any requests to know and/or delete;
        8. Vendor’s contact information for questions or concerns regarding its policies and practices; and
        9. Date the policy was last updated.
     4. (d) Otherwise comply with Applicable Privacy Laws, including the CCPA and any final regulations published by the California Attorney General.
   • 3.2 Right to Opt-Out. Vendor shall also provide a clear and conspicuous link on the homepage of each Vendor Website that reads, either: “Do Not Sell My Personal Information” or “Do No Sell My Info.” That link must allow users to opt-out of the sale of their Personal Information. Vendor shall provide Consumers with notice of their right to opt-out of the sale of their information. The notice of the right to opt-out shall be designed and presented to the consumer in a way that is easy to read and understandable to an average consumer and shall:
     1. Describe the consumer’s right to opt-out of the sale of her/his Personal Information by the business;
     2. Provide a webform by which the consumer can submit her/his request to opt-out online;
     3. Use plain, straightforward language and avoid technical or legal jargon; and
     4. Otherwise comply with Applicable Privacy Laws, including the CCPA and any final regulations published by the California Attorney General.
4. Vendor Consumer Requests
   1. ‍Vendor shall immediately notify DMS, in writing, of any requests received from any individual whose information was provided to DMS in connection with the Agreement, including any requests to: (a) disclose the categories or specific pieces of Personal Information collected, categories of sources from which the Personal Information was collected, categories of Personal Information that the business sold and/or the Business Purpose for the collection or sale of Personal Information; (b) access any Personal Information collected; and/or (c) delete any Personal Information collected. Vendor shall timely respond to any and all such requests, as required by Applicable Privacy Laws, and provide DMS with a copy of each such response.
5. Assistance with DMS Consumer Requests‍
   1. Vendor shall provide all assistance as is reasonably requested by DMS to meets its obligations under any Applicable Privacy Laws including, but not limited to, its obligations to respond to individuals’ requests to exercise their rights, by: (a) providing the requested Personal Information in a portable and, to the extent technically feasible, readily useable format that allows the individuals to transmit the information to another entity without hindrance; and (b) deleting all instances of Personal Information from Vendor’s records and systems as directed by DMS. Such assistance shall be promptly provided within the deadline established by DMS and shall be accompanied by a signed certificate attesting to Vendor’s compliance with this Section 5.
6. Sub-Marketers‍
   1. In connection with any third-party affiliates, publishers, vendors or agents used by Vendor in connection with the Agreement (collectively, “Sub-Marketers”), Vendor shall: (a) enter into a written agreement with each Sub-Marketer that contains obligations that are equivalent to the terms in this Exhibit A; (b) ensure that all Sub-Marketers abide by the terms and conditions of this Exhibit A; and (c) ensure that such Sub-Marketers do not subcontract any obligation to generate Leads and/or other Deliverables for DMS, or purchase same from any third parties.
7. No Further Amendment‍
   1. Except as expressly amended hereby, the Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Exhibit A is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement or any of the documents referred to therein.
8. Effect of Amendment‍
   1. This Exhibit A shall be a part of the Agreement for all purposes, and each party hereto and thereto shall be bound hereby. From and after the Agreement Effective Date, any reference to the Agreement is deemed a reference to the Agreement as amended hereby.
9. Indemnification‍
   1. In addition to the indemnification obligations under the Agreement, Vendor shall indemnify, defend, and hold harmless DMS and its directors, officers, employees, shareholders, agents, successors and permitted assigns from and against any and all actual or threatened suits, claims, actions, causes of actions, judgments, damages, liabilities, losses, costs and expenses (including, without limitation, court costs, litigation expenses and reasonable attorneys’ fees) arising out of or related to the breach of this Exhibit A or any Applicable Privacy Law by Vendor and/or any Sub-Marketer. Damages for a breach of this Exhibit A and Vendor’s indemnification obligations herein shall not be subject to any limitation of liability provision in the Agreement.
10. Miscellaneous‍
    1. This Exhibit A may be executed in one or more counterparts, each of which shall be an original, but which together shall constitute a single document. A copy or facsimile of a signature shall have the same force and effect as an original signature. Breach of this Exhibit A shall be deemed a material breach of the Agreement.

EXHIBIT B

DMS EDUCATION BLACKLIST

Last Updated: 6/28/2023

EduTrek

EdSoup

Day Pacer

ClickSpark

Education Resource.us

Inovora Technologies

Masppa

Redfox Solutions

Converze Interactive

College Network Services

Education Pro Network

Quality Media

Sparkium

Sunshine Info

Academix Direct

Everlong

online-jobsearch.com

job-engine.net

degreelook.com

ratecompare.us

partnerbounty.com

secondincomecenter.com

tmxtrk.com

VHM

foodhelpusa.com

low-income-housing-help.com

myaffordablehousingguide.com

myunemploymenthelper.org

Fileforunemployment.net

fileforunemployment.us

findhousingbenefits.com

findhousingresources.net

findunclaimedmoney.net

file-4-grants.com

fileforgrants.com

lowincomehousingassistance.com

usunclaimedmoneysearch.com

usunclaimedmoneysearchshare.com

food-stamps.org

foodstamps.org

unemploymentoffice.org

veteran-affairs.org

unemploymentbenefitsurveys.com

californiaunemployment.org

section-8-apartments.org

section-8-housing.org

unemploymentclaims.org

unemploymentguideassistance.com

unemploymentnetwork.com

hardship-aid.org

hardshipaid.com

hardshiprecovery.com

hardshipservices.com

federalvasupport.com

govtharpreview.info

govtvabenefit.com

veteran-benefits.net

unemploymentapply.com

unemploymentcom.com

file4grants1.com

foodstamps1.com

foodstamps2.com

getsection8housing.org

getstateassistance1.com

study.com

Sunkey Publishing

Army.com

Armytrainingnetwork.com

armytrainingnetwork.net

Jointheunitedstatesarmy.com

militaryenlisting.com

armyenlist.com

enlistinginthemilitary.com

howtojointhearmy.com

armyenlisting.com

canijointhearmy.com

marinecorpsenlistment.com

coastguardenlist.com

airrotc.com

joiningthecoastguard.com

marineenlistment.com

joiningtheairforce.com

marineenlist.com

airforceenlist.com

howtojointhenavy.com

nationalguardenlist.com

militaryrotc.com

joiningthenationalguard.com

marinesenlist.com

airforceenlisted.com

enlistinginthenavy.com

navyenlisting.com

navyenlist.com

leadgi.com

armyhow.com

navywhy.com

gettinginthearmy.com

armywhy.com

airguardenlist.com

airnationalguardenlist.com

enlistnetwork.com

navyreserveenlist.com

militaryverificationservices.com

militaryverificationservice.com

militaryverify.com

navysignup.com

armysignup.com

militaryjoin.com

marinesignup.com

coastguardsignup.com

nationalguardsignup.com

airguardsignup.com

enlistinfo.com

serviceenlist.com

enlisthub.com

marinessignup.com

militarysignup.com

armyworks.com

militaryreserveenlist.com

coastguardreserveenlist.com

marinesreserveenlist.com

armyreserveenlist.com

airforcereserveenlist.com

militarybases.us

1-800military.com

Militaryspot.com

800military.com

Enlistmilitary.com

Enlistmilitary.net

Militarygi.net

Armybasepay.com

Armydocuments.com

Eloansmilitary.com

Basicmilitary.com

Yourmilitarybenefits.com

Joiningthearmy.com

Jointhearmy.us

Jointhearmy.co

Usmilitarycareers.com

Militaryloanadvice.com

Armystore.com

LGTechnet

christianeducation.com

Section8assistance.org

Foundmoneyguide.com

Degree Growth

claim.foundmoneyguide.com

clicknlend.com

truefunding.net

evertreeloans.com

oaksidefunding.com

thehomemoneyguide.com

lunarloans.net

All lending sites unless explicity approved by CEC

All money sites

surveys2cash.com

lenditude.com

fish4finance.net

anytimeloans.net

bestmoneysearch.com

targetedcareer.com

nationalconsumercenter.com

moneyfinderusacentral.com

https://us-toscto-fr.yousweeps.com/#/

http://www.applyforcollegenow.com

https://win.omgsweeps.info/api/offer

Degree Source

Gigats

Soft Rock

Expand

career10.com

https://www.majorsweeps.com

https://www.sweepsmonthly.com

resourcehero.club

www.signaturesurveys.com

low-income-housing-help.com

learn.org

hittrkr.com

clckme.com

creditaroma.com

hittrc.com

icoulduseajob.com

lidolabs.com

rent2ownhelper.com

rentandownlistings.com

rentownhomelistings.com

sweetdreamjobs.com

targetedcareerlocal.com

targeteddegree.com

todaysjobsearch.com

wantanewcareer.com

yourjobhunter.org

Jobking.co

Local-jobs.org

rocketjobs.net

College Info

Degree Spots

https://quickjobfinder.net

Our School Search

FANMAIL.com, LLC

WHEREDATA, LLC

College Criteria

Education Match

degreematch.com

reliefbenefits.com

yousweeps.com

Allied Contact Management, LLC

universities.com

School Source

Prospex Digital

ProspeX

degreescout.com

artinstitutelauderdale.com

iCore Support

ucscards.com

fastcreditmatch.com

speedysurveyclub.com

victorysweeps.com

shareyourfreebies.com

getpaidtootry.com

expertcreditcard.com

topsurveystoday.com

topsweeps.com

yourpaymentsaver.com

signaturesurveys.com

getpaidtotry.com

ExeliQ media

applyforeducation.xyz

edial.media and/or Edial Media

exeliqmedia.com

United Discount Club

choicegoldcard.com

fridge-us-remake-fr.foryoupromo.com

creditndebtoptions.com

us-noobroof7.foryoupromo.com

ultra-4k-fr.foryoupromo.com

us-mandmvsskittles.foryoupromo.com

us-beatthis.foryoupromo.com

us-newphoneflip.foryoupromo.com

us-testphonie11.foryoupromo.com

us-cosmokyle.foryoupromo.com

foryoupromo.com

freshcreditoptions.com

consumertestconnect.com

surveysmatch.com

fastsweeps.com

prizedealz.com

pharmacysaveings.com

samplesavenue.com

vouchersavenue.com

snappysweepstakes.com

surveys4all.com

spiritgoldcard.com

whatcareerisrightforme.com

joblistingsnearme.net

nowplatinum.com

myeducationdiscount.com

win.rewardsadvisor.com

opinionshareresearch.com

medicalbracedirect.com

ushousinghelper.com

start.stimmoney.com

stimmoney.com

findcareerbootcamps.com

edsmart.org

betterloanchoice.com

unclaimedmoneyinfo.com

discoverbusiness.us

psychologydegree411.com

mastersinaccounting.info

https://www.nursingexplorer.com/

College Radar

topretailrewards.com

readyhomeassist.com

giftcardgrabber.com

dailyprosper.com

accountingdegreetoday.com

teachercertificationdegrees.com

healthgrad.com

nationalproducttesting.com

Exclusive Media

sweepstakesalerts.com

valuecolleges.com

rewards-locker.com

surveycabin.com

how-to-become-a-police-officer.com

super-surveys.co

sweepstakesbucks.com

benefitsclaim.com

grandsavingscenter.com

startacareertoday.com

nationalconsumercenter.com

Myrewardscenter.com

consumerrewards.us.com

gifthouse.us.com

retailer-savings.com

cash-hound.com

free2try.com

unemploymentsupport.net

topjobmarket.net

prizrr.com

benefitsdepot.net

publicsurveypanel.com

flashrewards.co

jobsathomestaffing.com

grand-edu.com

grand education

Xgen Media

College Now

bestvalueschools.org

retailsavingssource.com

police-academy-search.com

advanceplatinum.com

usamilitarybenefits.com

gadgetcenter.us.com

collegeschools.biz

College Edge Advisor

giftcardbonus.us.com

findunclaimedassets.info

collegeoverview.com

collegeschools.biz

benefits.americanhoperesources.com

get.sendmesamples.com

freesamplesprousa.com

financedoneright.com

togoquotes.com

everydayresources.com

careertracker.com

money.usacashfinder.com

firstfinancialloan.co

firstunionloans.co

getpaidtotry.com

usopinionpoll.com

benefits.spaoa.org

nursingschooldegreeonlineus.com

wavez.com

grandslamsweeps.com

healthylivingfreebies.com

my.allworktravel.com

smoothreward.com

Simply Strive

moneylion.com

mywinningsweeps.com

lendexpress.co

lendyounow.co

greenerfunds.co

JP Media

Click Send Media

usa-benefit.org

dailysavings.org

biggrantsearch.com

readyhomeassist.com

section8assist.com

Urth Access, LLC

Fire Data LLC

US Acquisitions LLC

Dawood & Dawood

Dawood and Company

Vultik

SIPphony

housing-relief.com

grantsreach.com

usmoneyfinder.com

usmoneyfinder.net

usmoneyfinder.org

prodivnet.com

EXHIBIT C

VENDOR RULES

These Vendor Rules are incorporated into and made a part of the Vendor Master Services Agreement located at https://digitalmediasolutions.com/VMSA or any successor URL or address (“MSA”). Where a capitalized or defined term provided herein is not defined herein, it shall have the definition provided for it in the MSA. DMS reserves the right to modify these Vendor Rules at any time with or without notice to Vendor at DMS’s discretion for any reason or no reason. Vendor’s continued provision of the Services, Leads, or Deliverables shall constitute acceptance of such modified terms.

Vendor shall not display any DMS IP or intellectual property licensed to DMS with, in association with, or near content that:

• Violates any law, rule, regulation, court order, judgment, decree or agreement;
• Promotes violence, hatred, cruelty to humans or animals, criminal or illegal activities, gambling, alcohol, tobacco, firearms, sexually explicit materials, nudity, pornography, expletives or inappropriate language, or discrimination based on race, color, gender, religion, nationality, disability, sexual orientation or age;
• Is libelous, defamatory, disparaging, offensive, infringing, false, misleading, or contrary to public policy;
• Includes diversionary links, exit “pops” or any other element which distracts from the DMS IP or intellectual property licensed to DMS;
• Specifically targets minors or a non-United States based audience;
• Does or may reflect poorly on DMS, or DMS advertisers, Providers, and/or partners, or bring DMS or DMS advertisers and partners any negative publicity;
• Promotes software piracy, hacking, phreaking, emulators, ROM’s, illegal MP3 activity , or activities generally understood as Internet abuse; or
• DMS otherwise deems inappropriate, in its sole discretion.

Vendor shall not:

• Display, use or promote any DMS IP or intellectual property licensed to DMS other than on approved Vendor properties. For avoidance of doubt, unapproved Vendor properties include, without limitation, third-party newsgroups, message boards, blogs, chatrooms, search platforms (such as Google Adwords, Microsoft adCenter), online advertising networks, and classified websites (such as Craigslist), blank web pages or web pages with no content;
• Display, distribute or otherwise make available to Users any DMS IP or intellectual property licensed to DMS by any means or method that violates any law, rule or regulation or any intellectual property rights of DMS or a third party;
• Distribute or otherwise make available any DMS IP or intellectual property licensed to DMS by any means to audiences outside of the United States;
• Display any DMS IP or intellectual property licensed to DMS other than the most up -to -date DMS IP or intellectual property licensed to DMS made available to Vendor, in the form and format provided by DMS from time to time;
• Display or distribute, or use any third party to display or distribute, any DMS IP or intellectual property licensed to DMS by means of any browser extension or other software or technology which is downloaded to or installed on a User’s personal computer or other Web access device and which serves advertisements, promotional material or links as an overlay upon, a substitute of content in, as a “pop-up” keyed by content or keywords on a webpage requested or viewed by such User;
• Incentivize or offer to pay Users, or create the appearance of incentivizing or offering to pay Users, for clicking on or interacting with DMS IP or intellectual property licensed to DMS (such as by offering points, rewards, chances to win/eligibility to win a prize or contest, or monetary gain for submitting information);
• Place statements near the DMS IP or intellectual property licensed to DMS requesting that Users “click” on the DMS IP or intellectual property licensed to DMS (e.g., “Please click here”) or “visit” the DMS IP or intellectual property licensed to DMS (i.e., “Please visit our sponsor”);
• Place misleading statements near the DMS IP or intellectual property licensed to DMS (e.g., “You will win $10,000”);
• Make any representations, either express or implied, or create an appearance that a User’s visit to a Vendor Property is visiting the website or property of DMS or any of its affiliates (e.g., "framing" the DMS website);
• Use DMS’s, or a third-party’s, trademarks or logos (“DMS Names”) provided within DMS IP or intellectual property licensed to DMS outside of or independent of DMS IP or intellectual property licensed to DMS, including, without limitation, within domain names (such as DMS.mydomain.com or facebook.com/DMS__), email campaign subject lines, or teasers (such as “Click here for quotes from [insurance provider]”), or bidding on and/or purchasing DMS Names, through an Internet search auction or otherwise;
• Change or modify the DMS IP or intellectual property licensed to DMS without DMS’s prior, written approval, including, without limitation, changing or modifying any trademarks, logos, notices, disclaimers, legends, privacy policies, copyright notices or other terms appearing within DMS IP or intellectual property licensed to DMS;
• Change, modify, eliminate, conceal, alter or otherwise render inoperable or ineffective the website tags, source codes, links, pixels, modules or other data provided by or obtained from DMS;
• Display, use or promote any Service Provider Elements separate or independent from the DMS IP or intellectual property licensed to DMS (for example, if the DMS IP or intellectual property licensed to DMS is a widget containing advertisements from various service providers, Vendor shall not display, use or promote any one service provider’s advertisement independent from the widget);
• Obtain Compensable Actions (as defined below) by any means that DMS considers, in its sole discretion, to be automated, deceptive, fraudulent or otherwise invalid, including, without limitation, resubmitting User information more than once, completing forms or applications or performing other compensable actions directly or through persons or computer programs under Vendor’s control or direction;
• Inflate the number of Compensable Actions by any method or using any device, program, hidden frames, java pop ups, Web bot, robot, automatic redirecting of Users, auto-spawning of browsers or any other technique or means of generating automated click-through or entries;
• Use invisible methods to generate impressions, Compensable Actions or transactions that are not initiated by the affirmative action of the User;
• Resell, assign, sublicense or otherwise provide any third person any of Vendor’s rights or benefits pursuant to this Agreement, or otherwise transfer or delegate any of Vendor’s obligations pursuant to this Agreement; or
• Use any “tracking or reporting” technologies to collect personally identifiable information on any Vendor Property that contains DMS IP or intellectual property licensed to DMS, including, but not limited to, technologies designed to collect, track, store or classify user data, movements or preferences.

Where a Lead is generated in a manner other than by a user’s completion and submission of a DMS-provided form, Vendor shall:

• Provide DMS with screenshots of all submission screens from which Lead data is collected (“Lead Forms”);
• Provide such screenshots in a format that allows DMS to view each Lead Form’s consumer consent language content and placement within a web page;
• Not change the content or placement of the consumer consent language in its Lead Form without notifying DMS in writing; and
• Provide DMS with copies of all intellectual property, websites, creative materials, supporting code or software, and/or other such materials used in performance by Vendor.

Where a campaign involves generation of in-bound calls from a Lead:

• The Lead must be calling from the United States;
• Once DMS is connected to the Lead, the connected telephone call must last for the minimum of seconds specified in the IO (as determined by DMS). If the IO does not specify a minimum call time, the minimum required call time is 30 seconds; and
• DMS will accept calls from Leads only during the following days and times set forth in the IO. If the IO does not specify acceptable days and times, DMS will accept calls from Leads during normal business hours, Pacific Standard Time.

If Leads are generated in connection with a telemarketing campaign, Vendor shall:

• Provide DMS with all scripts read in connection with obtaining consumer consent to collect Lead data (“Scripts”);
• Not change the consent language contained in such Scripts without notifying DMS in writing;
• Submit to DMS all proposed new consumer consent language in its scripts, websites, or other consumer-facing content.

In the event of breach or failure to comply with any of the foregoing terms and conditions by Vendor, Vendor shall, at DMS’s election and without limitation or exclusion of any other remedy available at law or equity, forfeit any amounts otherwise due to Vendor, provide DMS a refund of any amounts paid on activity arising from or related to such breach or failure to comply, and the MSA may be immediately terminated by DMS.