SIMPLIFI – THIRD-PARTY SERVICES ADDENDUM

Through its advertising services, Simplifi Holdings, LLC (“Simplifi”) permits its customers to use certain third-party services provided by third-party providers such as for the Permitted Use.  Use of Third-Party Services by or on behalf of the customer identified (“Customer”) in the applicable master services agreement, statement of work, or insertion order between Simplifi and Customer (“Agreement”) through Simplifi’s services provided thereunder (“Services”) is subject to this Third-Party Services Addendum (“Addendum”), which is incorporated into the Agreement and made a part thereof. This Addendum is effective as of the date the Customer first provides its legal name and authorized representation information and affirmatively accepts or agrees to this Addendum through Simplifi’s designated electronic acceptance method.

1. Additional Terms and Conditions. Additional notices, terms, and conditions imposed by Third-Party Providers may apply to the Third-Party Services, including, but not limited to, the number of permissible end users, termination rights, or term or duration of permitted use (“Third-Party Terms”). In the event of any conflict with the Agreement (including this Addendum), such Third-Party Terms shall control but the Agreement shall control with respect to the use of the Third-Party Services and Output. For purposes of this Addendum: (a) “Third-Party Services” means the products, services, and Output provided to Customer and/or Simplifi on Customer’s behalf by third-party providers elected by Customer through the Services (“Third-Party Provider(s)”), including, without limitation, the Processing of Customer Data; (b) “Output(s)” means any and all results, output, materials, and data created or obtained by Customer or Simplifi through the Third-Party Services; and (c) “Process” (and all conjugations thereof) means any operation or set of operations performed on data.
2. Customer Data. “Customer Data” means any and all data and information made available by Customer or Simplifi on behalf of the Customer to the Third-Party Services hereunder, but expressly excluding any Deidentified or Aggregated Data.
   • Customer authorizes Simplifi to make the Customer Data available to the Third-Party Providers and to Process the Customer Data through the Third-Party Services and/or create the Output thereof on behalf of Customer in connection with Simplifi’s performance under the Services and the Agreement. Customer grants each Third-Party Provider, on a non-exclusive and royalty-free basis, all licenses and authorizations necessary for such Third-Party Provider to perform and/or provide the Third-Party Services and Output, including, without limitation, to Process Customer Data.
   • Lawfulness of Customer Data. Customer represents and warrants that: (i) it has all necessary licenses, rights, consents, and permissions, has provided all notices, has honored all opt-outs (including, where applicable, by providing such opt-outs to the relevant Third-Party Provider), and has otherwise met all requirements necessary under Applicable Law to provide the Customer Data to Simplifi and the Third-Party Providers for Processing; (ii) the Processing of Customer Data under this Addendum, including without limitation the provision of Customer Data to Simplifi and to Third-Party Providers for the performance of the Third-Party Services, complies with Applicable Laws, does not and will not infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, and will not cause Simplifi nor any Third-Party Provider to violate any Applicable Law; (iii) Customer Data does not include information relating to health or medical conditions, sexual orientation, religion, or status as a person under the age of 18, or other information considered sensitive or special category data under Applicable Law; and (iv) Customer Data is not unlawful, defamatory, libelous, inaccurate, or of a nature that a reasonable person could deem to be objectionable, pornographic, threatening, harassing, hateful, or otherwise inappropriate. For purposes of this Addendum, “Applicable Law(s)” means all applicable laws, rules, regulations, ordinances, and binding industry standards, including without limitation laws regarding privacy, security, Processing of information about identified or identifiable persons, advertising, and marketing.
   • Deidentified or Aggregated Data. Customer further authorizes and grants to the Third-Party Providers the perpetual, irrevocable, fully transferable, freely sublicensable, royalty-free, worldwide right and license to create deidentified and/or aggregated data from Customer Data (“Deidentified or Aggregated Data”) and to use such Deidentified or Aggregated Data for any business purpose in its discretion, including but not limited to, for the purposes of improving the Third-Party Services and/or to calculate, model, and analyze trends, events, costs, and outcomes in connection with the Third-Party Services.
3. Use of Third-Party Services.
   • Permitted Use. Customer, and Simplifi acting on Customer’s behalf, shall only use the Third-Party Services and Output solely for the purposes of data onboarding, ad targeting, segmentation, reporting, and analytics on the Simplifi platform and Services, and for no other purposes (“Permitted Use”).  Neither Customer nor Simplifi shall utilize or allow the utilization of the Third-Party Services and Output for the benefit of any party other than Simplifi or Customer.
   • Prohibited Uses. Customer is prohibited from: (i) reselling or providing access to the Third-Party Services and/or Output to any third party; (ii) reidentifying, deriving data from, or reverse engineering the Third-Party Services or Output; (iii) using the Third-Party Services in connection with advertising adult entertainment, tobacco, illegal gambling, firearms, or other topics prohibited by the applicable Third-Party Provider(s)’s policies; (iv) using the Third-Party Services to violate any third-party rights, including without limitation any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (v) using the Third-Party Services to interfere with the operation of the Services, the Third-Party Services or any user’s enjoyment thereof, including without limitation by (1) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code, (2) making any unsolicited offer or advertisement to another user of the Services or Third-Party Services, (3) attempting to collect personal information about another user or third party without consent, or (4) interfering with or disrupting any network, equipment, or server connected to or used to provide the Services and/or Third-Party Services, or violating any regulation, policy, or procedure of any network, equipment, or server; (vi) using the Third-Party Services to interfere with security-related features of the Services or the Third-Party Services, including by: (1) disabling or circumventing features that prevent or limit use or copying of any content, or (2) reverse engineering, disassembling, decompiling or otherwise attempting to discover the source code of any portion of the Service or Third-Party Services except to the extent that the activity is expressly permitted by applicable law; or (vii) performing any fraudulent activity, including without limitation impersonating any person or entity, claiming a false affiliation, accessing any other Service or Third-Party Service account without permission, or falsifying age or date of birth. Further, Third-Party Services provided by LiveRamp, Inc., including its data onboarding services, are restricted to use within the United States.
   • Provision of Data or Output to Third Parties; Screening and Removal. Where Customer requests a Third-Party Service Provider provide Customer Data or Output to a party other than Simplifi or Customer, Customer warrants that it has an agreement in place with the recipient for its receipt of such information, and the Processing of such information by the recipient is subject to the terms and conditions of that separate agreement. Customer acknowledges and agrees that Third-Party Providers may at any time and with or without prior notice, screen, remove, edit, block, or refuse to Process Customer Data that, in such Third Party Provider’s sole judgment, creates a security risk to the Third-Party Provider and/or the Third-Party Services, violates the Third Party Provider’s agreements or policies, violates Applicable Law, or is inaccurate, outdated, or otherwise objectionable.
4. Intellectual Property. As between Customer and each Third-Party Provider, the applicable Third-Party Provider is the sole owner and/or authorized licensor of all right, title, and interest in and to: (i) the Third-Party Services, Output, and the Deidentified or Aggregated Data; (ii) any other proprietary materials or documentation made available to Customer by Simplifi or such Third-Party Provider regarding the Third-Party Services; and (iii) and any modifications, updates, versions, iterations, improvements, customizations, configurations, and derivative works of any of the foregoing, whether prepared by either Customer, Simplifi, or Third-Party Provider independently, with each other, or with any third party (items (i) through (iii) collectively, “Third-Party Provider Property,” excluding Customer Data incorporated therein). Nothing herein shall be construed as any assignment or other transfer of any ownership interest in or to Third-Party Provider Property, and the Third-Party Provider reserves all rights not expressly granted hereunder. Customer agrees to reasonably cooperate with any effort by Simplifi and/or the applicable Third-Party Provider to register, perfect, or otherwise evince the assignments and other distributions of proprietary rights set forth herein, including without limitation by executing confirmatory documentation.
5. THE THIRD-PARTY SERVICES AND ALL OUTPUT, ANALYTICAL RESULTS, AND CONTENT AVAILABLE THROUGH THE THIRD-PARTY SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. SIMPLIFI, FOR ITSELF AND ON BEHALF OF ITS THIRD-PARTY PROVIDERS, HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON‑INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY FOR ANY CUSTOMER DATA, OUTPUT, OR THIRD-PARTY SERVICES.
6. Customer shall defend, indemnify and hold harmless Simplifi and its affiliates, and its and their respective members, officers, directors, managers, partners, employees, consultants, agents, suppliers, contractors, subcontractors, successors, assignees and clients (“Indemnified Parties”), from and against any and all damages, costs, expenses, liabilities, claims and causes of action, including, without limitation, reasonable attorneys’ fees, expenses and costs in the defense and disposition of such matters and in relation to enforcing this indemnification provision (collectively, “Losses”) in any way arising by reason of, relating to, or based upon: breach of an agreement (including, but not limited to, the Agreement, this Addendum, and any Third-Party Terms) between Simplifi or Customer and a Third-Party Provider arising from or relating to (i) the actions or omissions hereunder of Customer or (ii) Customer Data.  The Indemnified Parties shall reasonably cooperate, at Customer’s expense, in such defense. The Indemnified Parties shall have the right to participate in the defense of any Losses and to engage counsel, at their own expense, separate from the counsel engaged by Customer. Notwithstanding anything herein to the contrary, Customer shall not consent to, and no Indemnified Party shall be required to agree to, any settlement, compromise or judgment that (x) Customer does not fully pay for; (y) provides for injunctive or other non-monetary relief affecting any other Indemnified Party or includes any statement or implication of any wrongful or improper act or omission by any Indemnified Party; and/or (z) does not include as an unconditional term a release from all liability of each Indemnified Party with respect to such Losses.
7. Limitation of Liability. IN NO EVENT WILL SIMPLIFI OR A THIRD-PARTY PROVIDER BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO THE ADDENDUM, THE DEIDENTIFIED OR AGGREGATED DATA, THE ACCESS TO OR USE OF, OR THE INABILITY TO ACCESS OR USE, THE THIRD-PARTY SERVICES, OUTPUTS, OR ANY MATERIALS OR CONTENT ON THE THIRD-PARTY SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SIMPLIFI OR A THIRD-PARTY PROVIDER HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. CUSTOMER AGREES THAT THE AGGREGATE LIABILITY OF SIMPLIFI AND ALL THIRD-PARTY PROVIDERS TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS ADDENDUM, THE DEIDENTIFIED OR AGGREGATED DATA, CUSTOMER’S ACCESS TO OR USE OF, OR ITS INABILITY TO ACCESS OR USE, THE THIRD-PARTY SERVICES, ANY PORTION OF SUCH SERVICES, OUTPUTS, OR ANY MATERIALS OR CONTENT ON SUCH SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNT CUSTOMER HAS PAID TO SIMPLFI FOR ACCESS TO AND USE OF SUCH THIRD-PARTY SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE FIRST CLAIM GIVING RISE TO THE LIABILITY.
8. Term; Miscellaneous. The term of this Addendum shall be coterminous with the Agreement, and Customer’s right to access or continue accessing the Third-Party Services and Output shall continue for the duration or period of use set forth in the applicable Agreement. Notwithstanding the foregoing, in the event that the applicable Third-Party Terms between Simplifi or Customer and the Third-Party Provider expire or terminate, Customer’s right to use or access the applicable Third-Party Services and Output shall simultaneously and accordingly expire or terminate, except as otherwise expressly stated in such Third-Party Terms. Third-Party Service Providers are intended third-party beneficiaries with respect to this Addendum, and upon Customer’s acceptance of this Addendum, the Third-Party Service Providers will have the right (and will be deemed to have accepted the right) to enforce the terms of this Addendum directly against Customer as a third-party beneficiary thereof. This Addendum and any of its provisions may be changed, modified, waived, amended, or supplemented only by a written instrument signed by Simplifi and Customer in accordance with the terms of the Agreement. This Addendum shall be construed and interpreted in the English language only, and all communications and notices to be made or given pursuant to this Addendum shall be in the English language. This Addendum has been made in and will be construed and enforced solely in accordance with the laws of the state of Texas.