GOOGLE CONSENT MANAGEMENT REQUIREMENTS AGREEMENT

a. “Affiliate” means, with respect to a party, an entity that directly or indirectly controls, is controlled by or is under common control with such party.

b. “Brand Features” means the trade names, trademarks, service marks, logos, domain names and other distinctive brand features of a party.

c. “Certification Criteria” means compliance with the TCF Policies and any additional CMP consent standards identified by Google and as amended by Google from time to time.

d. “Confidential Information” means information disclosed by one party to the other party under this Agreement that is marked as confidential or would normally be considered confidential (e.g., product or business plans), but does not include information that the recipient already knew, becomes public through no fault of the recipient, or was independently developed by the recipient without reference to the discloser's confidential information.

e. “Publisher” means any publisher who uses Company’s CMP and one of Google’s publisher products listed here: https://business.safety.google/adsservices/. To the extent that Company is using a proprietary CMP on its own behalf alongside one of Google’s publisher products, Company will be deemed to be both Company and Publisher.

f. “Trademark Guidelines” means Google’s guidelines for third party use of Google Brand Features, located at the following URL: https://about.google/brand-resource-center/ (as the content at such URL and the URL itself may be updated or modified by Google from time to time) as well as any other guidelines Google may provide Company in this regard.

g. “TCF” means the IAB Transparency and Consent Framework as amended, restated and/or replaced from time to time, and any successor framework.

h. “TCF Policies” means the IAB policies applicable to TCF as updated from time to time and available here: https://iabeurope.eu/iab-europe-transparency-consent-framework-policies/ (as the content at such URL and the URL itself may be updated or modified from time to time).

i. “Term” means the period commencing on the Effective Date and ending upon termination of this Agreement.

j. The word ‘including’ will mean ‘including but not limited to.”

a. This Agreement governs Company’s participation in the Google Consent Management Requirements Program (“Program”).

b. Google will audit Company’s consent management platform (“CMP”) against the Certification Criteria. Upon acceptance of this Agreement and compliance with the Certification Criteria to Google’s satisfaction, Google will certify Company’s CMP as compliant with the Certification Criteria (“Certified CMP”) and Company will be permitted to participate in the Program.

c. Every six months and at any time following a change to the Certification Criteria, Google will be permitted to re-audit Company’s CMP to assess Company’s compliance with the terms of this Agreement and the Certification Criteria. Company will provide such reasonable support as requested by Google to conduct such a re-audit. If any re-audit identifies any non-compliance with the Certification Criteria and/ or this Agreement, Company will be required to remedy such non-compliance without undue delay in accordance with Google’s instructions and Google reserves the right to suspend Company’s participation in the Program until such non-compliance is remedied.

d. Google reserves the right to change, suspend or discontinue all or any aspect of the Program and/or the Certification Criteria at any time and for any reason, without liability. If Google changes the Certification Criteria, it will notify Company of such change and will re-audit Company in accordance with the updated Certification Criteria. Company’s continued participation in the Program and Certified CMP status is subject to Company’s compliance with such updated Program and Certification Criteria.

e. Company acknowledges that failure to satisfy the Certification Criteria or to comply with the terms of this Agreement will result in Company’s participation in the Program and Certified CMP status being revoked and Google will be permitted to reflect such revocation in its publicly available resources related to the Program.

f. For clarification, Google's certification of Company’ CMP as a Certified CMP (i) is granted on a "per entity" basis, meaning that such approval and the licenses hereunder apply solely to Company; and (ii) does not apply to any Affiliate of Company, unless such Affiliate has also been approved separately by Google to participate in the Program.

g. For clarification, in providing certification of a CMP, Google provides no commitment or assurance, express or implied, that Company or its CMP complies fully with the TCF Policies or applicable law.

a. Subject to clause 3(b), Company will: (i) only make the Certified CMP available to Publishers in accordance with the Certification Criteria and this Agreement; (ii) put safeguards in place to prevent Publishers from using the Certified CMP in breach of the Certification Criteria and this Agreement for all traffic (including web, mobile and app traffic); (iii) ensure that all translations and potential customizations and versions of the Certified CMP satisfy the Certification Criteria; (vi) be solely liable and responsible to Publishers for the provision of the Certified CMP; and (vii) provide Google with the documentation and resources required for Google to complete the audits and certification associated with this Program (including access to a CMP’s test account).

b. Unless otherwise notified by Google, Company will have 45 days from the Effective Date to comply with clause 3(a)(i) in respect of Publishers using Company's CMP as of the Effective Date.

c. Nothing in this Agreement will prevent Company from making non-material updates to its CMP provided that such updates comply with the Certification Criteria. To the extent Company makes any material changes to its CMP (including updates which support traffic not previously supported by the CMP), Company will notify Google prior to making such updates available to Publishers and Google shall have the right, in its full discretion, to re-audit Company’s CMP to assess Company’s compliance with the terms of this Agreement and the Certification Criteria.

d. If Company reasonably believes or is notified that a Publisher is not using the Certified CMP in accordance with the Certification Criteria or the Publisher has been suspended from participation in the TCF, Company must suspend its provision of CMP services to the Publisher until Company is satisfied that any non-compliance with the Certification Criteria has been remedied.

e. If Company is suspended from participation in the TCF, then Company will notify Google immediately and Google will have the right to suspend Company’s participation in the Program with immediate effect upon the provision of notice.

a. Company grants to Google a royalty-free, worldwide, irrevocable, perpetual, non-exclusive right and license to, and to permit others to, copy and otherwise use the Company’s Brand Features in connection with the Program, including use in videos, printed brochures, websites, emails, newsletters and blog posts.

b. Google grants to Company a worldwide, revocable, nonexclusive, royalty-free, and non-sublicensable license during the Term to display Google’s Brand Features to the extent provided by Google to Company under this Agreement solely for the purpose of Company’s marketing of the Program, subject to, and in accordance with this Agreement and the Trademark Guidelines.

c. As between the parties (i) Company retains all rights in the Company’s Brand Features (except for the license rights granted in this Agreement); and (ii) Google retains all rights in Google’s Brand Features and all content used or created in connection with the Program (except for the license rights granted in this Agreement).

a. Either party may terminate this Agreement with or without cause at any time upon a thirty (30) days prior written notice to the other party. Notwithstanding the foregoing, Google may, at any time, immediately terminate this Agreement if (i) Company has breached any provision of this Agreement; or (ii) Google decides to no longer provide the Program or a portion thereof.

b. Upon any termination or suspension of this Agreement, (i) Company will no longer be permitted to participate in the Program and (ii) Company must cease to make any representations in connection with this Agreement and the Program. Following termination, those terms that by their nature are intended to continue indefinitely will continue to apply, including Clauses 4(a), 5, 6, 7, 8, 9, 10 and 11.

a. Nothing in this Agreement excludes or limits either party’s liability for: (i) fraud or fraudulent misrepresentation; (ii) breach of Section 6 (Confidentiality); (iii) obligations under Section 9 (Indemnification); (iv) matters that cannot be excluded or limited under applicable law.

b. EXCEPT AS STATED IN SECTION 7(a) (LIMITATIONS OF LIABILITY): (i) NEITHER PARTY WILL BE LIABLE (UNDER ANY THEORY OR CIRCUMSTANCE) FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES AND (ii) NEITHER PARTY’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED $1,000. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S EXCLUSIVE REMEDY FOR BREACHES OF THIS AGREEMENT WILL BE MONETARY DAMAGES, EXCEPT THAT EITHER PARTY MAY SEEK INJUNCTIVE RELIEF IN CONNECTION WITH BREACHES OR POTENTIAL BREACHES OF CONFIDENTIALITY UNDER SECTION 6 (CONFIDENTIALITY).

a. Company represents and warrants that: (i) it has full power and authority to enter into this Agreement and has and will retain all necessary rights to grant the licenses in Section 4 (Licenses); (ii) all of the information provided by Company to Google to enroll in the Program is complete, correct and current and (iii) Company has complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations in Company’s performance under this Agreement and participation in the Program;

b. GOOGLE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING FOR NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAM IS PROVIDED “AS IS” AND COMPANY’S PARTICIPATION IS AT ITS OPTION AND RISK AND GOOGLE DOES NOT GUARANTEE ANY RESULTS.

a. Notices. Google may modify this Agreement from time to time upon 30 days’ notice to Company. All notices of termination or breach must be in English, in writing and addressed to the other party’s Legal Department. The address for such notices to Google’s Legal Department is legal-notices@google.com. All other notices must be in English, in writing and addressed to the other party’s primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).

b. Assignment; Change of Control. Company may not assign or transfer any part of this Agreement without Google's prior written consent. Any other attempt to transfer or assign is void. Upon the earlier of (i) Company entering into an agreement providing for a change of control (for example, through a stock purchase or sale, merger, asset sale, liquidation or other similar form of corporate transaction), (ii) Company's board of directors recommending its shareholders approve a change of control, or (iii) the occurrence of a change of control (each, a “Change of Control Event”), Company will provide notice to Google promptly, but no later than seven calendar (7) days, after the occurrence of the Change of Control Event. Google may terminate this Agreement by sending notice to Company and the termination will be effective upon the earlier of delivery of the termination notice or three calendar days after receiving the Change of Control Event notice from Company.

c. Governing Law. (a) If your principal place of business is located in the United States or Canada: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING CALIFORNIA'S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. (b) If your principal place of business is located in a country other than the United States or Canada, unless prevented by applicable laws: (i) ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT ("Dispute") WILL BE GOVERNED BY THE LAWS OF CALIFORNIA, USA, EXCLUDING CALIFORNIA'S CONFLICT OF LAWS RULES. (ii) The parties will try in good faith to settle any Dispute within 30 days after the Dispute arises. If the Dispute is not resolved within 30 days, it must be resolved by arbitration by the American Arbitration Association's International Centre for Dispute Resolution in accordance with its Expedited Commercial Rules in force as of the date of this Agreement ("Rules"). (iii) The parties will mutually select one arbitrator. The arbitration will be conducted in English in Santa Clara County, California, USA. (iv) Any party may apply to any competent court for injunctive relief necessary to protect its rights pending resolution of the arbitration. (v) Any party may petition any competent court to issue any order necessary to protect that party's rights or property; this petition will not be considered a violation or waiver of this governing law and arbitration section and will not affect the arbitrator's powers, including the power to review the judicial decision. The parties stipulate that the courts of Santa Clara County, California, USA, are competent to grant any order under this Agreement. (vi) The arbitral award will be final and binding on the parties and its execution may be presented in any competent court, including any court with jurisdiction over any party or any of its property. (vii) Any arbitration conducted under this Agreement will be considered Confidential Information, including the existence of the arbitration, any information disclosed during it, and any oral communications or documents related to it. The parties may also disclose such information to a competent court as may be necessary to file any order or execute any arbitral decision, but the parties must request that those judicial proceedings be conducted in camera (in private). (viii) The parties will pay the arbitrator's fees, the arbitrator's appointed experts' fees and expenses, and the arbitration center's administrative expenses in accordance with the Rules. In its final decision, the arbitrator will determine the non-prevailing party's obligation to reimburse the amount paid in advance by the prevailing party for these fees. (ix) Each party will bear its own lawyers' and experts' fees and expenses, regardless of the arbitrator's final decision regarding the Dispute.

d. Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter.

e. No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

f. Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.

g. Equitable Relief. Nothing in this Agreement will limit a party’s ability to seek equitable relief.

h. No Third Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.

i. Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

j. No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.