Commercial Data License General Terms & Conditions

Updated October 1, 2026

PLEASE READ AND REVIEW AUDIENSE COMMERCIAL DATA LICENSE GENERAL TERMS AND CONDITIONS ("TERMS AND CONDITIONS”) CAREFULLY. THE TERMS AND CONDITIONS ALONG WITH ANY STATEMENTS OF WORK, AND/OR ORDER FORM(S) (“ORDER DOCUMENT(S)”) TOGETHER FORM A LEGAL AND BINDING AGREEMENT (THE “AGREEMENT”) BETWEEN AUDIENSE, LLC (“AUDIENSE”), A DELAWARE LIMITED LIABILITY COMPANY AND YOU, THE CUSTOMER AS REFLECTED IN YOUR ORDER DOCUMENT OR OTHERWISE ASSOCIATED WITH YOUR ACCOUNT (“CUSTOMER” OR “YOU”) TOGETHER WITH AUDIENSE, THE “PARTIES”, AND EACH, A “PARTY”. YOUR RIGHT TO ACCESS AND USE THE LICENSED DATA AND COMMERCIAL DATA PRODUCTS (AS LISTED IN YOUR ORDER DOCUMENT) IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF THE AGREEMENT. BY SIGNING AN ORDER DOCUMENT OR ACCESSING AND USING THE LICENSED DATA AND/OR COMMERCIAL DATA PRODUCTS, YOU AGREE TO BE BOUND BY AND TO COMPLY WITH ALL OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, AUDIENSE IS UNWILLING TO ALLOW THE USE OF THE LICENSED DATA AND/OR COMMERCIAL DATA PRODUCTS BY YOU AND YOU MUST DISCONTINUE THE USE IMMEDIATELY.

1. COMMERCIAL DATA PRODUCTS. Audiense develops, compiles, licenses, enriches, maintains, and distributes proprietary commercial datasets, consumer intelligence products, audience segments, demographic information, behavioral information, location intelligence, predictive analytics, scoring models, APIs, enrichment services, benchmark information, insights, reports, software, platforms, databases, documentation, and other products or services developed, compiled, maintained, licensed, or distributed by Audiense (collectively, the "Commercial Data Products"), which have been derived from proprietary methodologies, licensed third-party information, publicly available information, and any data, files, records, customer lists, transaction information, CRM information, point-of-sale information, marketing information, website activity, or other information provided by or on behalf of Customer to Audiense ("Customer-Contributed Data") (where authorized), together with internally developed analytics. As part of the Commercial Data Products, Audiense may license or otherwise make available to Customer certain data, datasets, information, records, reports, files, audience segments, derived attributes, analytics, models, scores, and other data-related content, together with any updates, enhancements, corrections, modifications, or replacements thereto (excluding Customer-Contributed Data), ("Licensed Data”). You acknowledge that the Commercial Data Products and Licensed Data may contain information originating from multiple independent sources. Audiense does not represent that any individual record originated from any specific source. Audiense may update, supplement, replace, modify, remove, or enhance any Commercial Data Product or Licensed Data at any time. You acknowledge that datasets naturally evolve over time due to changes in source availability, consumer behavior, public records, and proprietary methodologies. Where applicable, Audiense will provide data refreshes at the frequency identified in the applicable Order Document. Unless expressly stated in an Order Document, You receive no exclusive rights to any Licensed Data. Audiense may license identical or substantially similar Commercial Data Products and Licensed Data to other customers. Audiense will provide You user guides, technical specifications, API documentation, implementation materials, data dictionaries, and other written materials as supplied by Audiense ("Documentation").

2. LICENSE GRANT. Subject to Your compliance with this Agreement and payment of all applicable Fees, Audiense grants You and Your Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license during the applicable Term to access and use the Commercial Data Products and Licensed Data identified in the applicable Order Document solely for the specific internal business purposes identified therein (the “Permitted Purpose”). No rights are granted except those expressly stated in this Agreement or the applicable Order Document.

Unless otherwise expressly authorized in an Order Document, You may use the Licensed Data solely for Your own internal business operations and not for the benefit of any third party. You may permit an Affiliate to use the Licensed Data only if expressly authorized in the applicable Order Document, and You shall remain fully responsible for such Affiliate’s compliance with this Agreement.

All right, title, and interest in and to the Licensed Data and Commercial Data Products remain with Audiense and its licensors. The Licensed Data and Commercial Data Products are licensed, not sold, and You receive only the limited right to use them during the applicable Term. The characterization of the Licensed Data and Commercial Data Products as “licensed, not sold” governs the Parties’ contractual and intellectual-property rights and does not determine whether any licensing, disclosure, transfer, or other processing constitutes a “sale,” “sharing,” or similar activity under applicable privacy law. Each Party remains independently responsible for complying with the privacy laws applicable to its own activities.

All rights not expressly granted under this Agreement are reserved by Audiense and its licensors. Nothing in this Agreement transfers to You any ownership interest in the Licensed Data or Commercial Data Products.

3. TRIAL PERIOD. If Audiense provides Licensed Data for evaluation purposes, Audiense grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Licensed Data solely for Your internal evaluation during the trial period specified in the applicable Order Document (the “Trial Period”). Unless otherwise stated in the applicable Order Document, the Trial Period shall commence on the Effective Date identified therein. The applicable Order Document shall control the duration and commencement date of the Trial Period notwithstanding any different period referenced in a trial guide, quotation, or other informational material. Unless otherwise specified in the applicable Order Document, the trial is complimentary and limited to one file containing no more than 10,000 records. The Trial Period is separate from any quotation or pricing-validity period.

Unless the Parties execute a subscription agreement or other written agreement authorizing continued use before the Trial Period expires, Your right to access and use the Licensed Data shall automatically terminate upon expiration. Within five (5) business days thereafter, You shall permanently delete or destroy all Licensed Data and all enriched, appended, derived, or other records created from or incorporating the Licensed Data; cease all use thereof; and, upon Audiense’s request, provide written certification signed by an authorized representative confirming such deletion or destruction. These obligations shall survive expiration or termination of the Trial Period, this Agreement, and any subsequent subscription agreement or Order Document.

4. TECHNICAL REQUIREMENTS AND SYSTEM SPECIFICATIONS. Licensed Data is generally delivered in CSV format or another format specified in the applicable Order Document. You are responsible for maintaining the hardware, software, storage capacity, Internet connectivity, and data-processing tools necessary to securely receive, store, access, and process the Licensed Data. Large data files may require database, analytics, or other data-processing tools and may not be suitable for opening or manipulating in standard spreadsheet applications. Audiense is not responsible for performance or access issues resulting from Your computing environment or third-party software.

5. FEES. You shall pay the amount for the License as set forth in the corresponding Order Document (“Fees”) and any other amount applicable ordered by You. Your obligation to pay such Fees shall begin on the execution of the Order Document (“Start Date”) or as set forth in the applicable Order Document. Audiense will send invoices for the Fees by email, regular mail, or both. For any upgrades or additions that You order, Audiense will invoice You at the time of the order. Audiense accepts payment by check, credit card, or bank wire. By providing Audiense with credit card or checking account information for payment, You hereby authorize Audiense to charge the account on record for all Fees due. You agree that all Fees are nonrefundable except as expressly set forth herein. When paying with a credit card, a standard, flat-rate, non-refundable, processing fee, as charged by the credit card company, will be added to Your total (“Processing Fee”). This Processing Fee will appear as a separate line item on the invoice or receipt. Any travel that might be required of Audiense that would be incremental to the Fees listed in the Order Document will be reimbursed to Audiense personnel at cost, subject to Your prior approval and travel policies. If You request services not specified in an Order Document, the Parties shall enter into an additional Order Document or amendment, setting forth the additional services, Fees and other mutually agreed upon terms. Payments that are past due shall accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid. Audiense shall be entitled to recover all reasonable costs of collection (including reasonable attorneys’ fees, expenses, and costs) incurred in attempting to collect undisputed payments from You that are more than thirty (30) days delinquent.

On each anniversary of the last day of the calendar month in which the Start Date occurred, Audiense may increase the Fees by up to ten percent (10%) and at any time during a Renewal Term increase the Fees or charge other fees for any portion of the Licensed Data or Commercial Data Products, provided, that if You do not agree to the increase or charge implemented solely under this Section 5 then You may give Audiense written notice of termination within ninety (90) days of Audiense’s notice of such increase or charge, in which case You shall continue to pay the Fees in place before the proposed increase or charge until the last day of the calendar month in which Your notice of termination is delivered, and this Agreement shall terminate with respect to that portion of the Licensed Data or Commercial Data Products on such date.

All Fees and other amounts payable under this Agreement are exclusive of taxes, value added tax, levies, duties, or similar governmental assessments, including value-added, sales, use, excise, or withholding taxes (collectively, "Taxes"). You shall be responsible for the payment of all such Taxes imposed on Your use of the Licensed Data or Commercial Data Products under these Terms and Conditions, excluding only taxes based solely on Audiense’s net income. If Audiense is required to collect and remit any Taxes, those Taxes will be included in the Order Document, and You agree to pay them unless You provide Audiense with a valid tax-exemption certificate issued by the appropriate taxing authority. You are solely responsible for any penalties, fines, or other liabilities arising from an improper claim of tax exemption. If any applicable law or regulation regarding Taxes changes during Your Term and such changes result in an increased tax liability for Audiense, You agree that Audiense may adjust the pricing to reflect the additional Taxes payable. For Customers based in the United States, any applicable Taxes will be determined based on the laws and regulations of the taxing authority(ies) governing the "Ship To" location provided by You in the Order Document. Where Taxes are based upon the location(s) receiving the benefit of the Licensed Data or Commercial Data Products, You have an ongoing obligation to notify Audiense of such location(s) if different than Your business address listed in the applicable Order Document. If You are required by law to withhold any Taxes from the payments due to Audiense, the amount payable by You shall be increased such that the net amount received by Audiense, after withholding or deduction of such Taxes, shall equal the amount that would have been received in the absence of such withholding or deduction. You shall promptly provide Audiense with a receipt or other documentation reasonably requested by Audiense to confirm payment of such Taxes and You shall be responsible for all penalties, fines, and other liabilities related to the improper claim of exemption.

6. AUTOMATIC RENEWALS. IF INDICATED ON THE ORDER DOCUMENT AS AN AUTO RENEWAL FOLLOWING THE FIRST YEAR ANNIVERSARY OF OR PRECEDING THE LAST YEAR OF THE EXECUTION OF THE ORDER DOCUMENT (“INITIAL TERM”), THE ORDER DOCUMENT WILL AUTOMATICALLY RENEW FOR SUBSEQUENT ONE YEAR PERIODS (EACH, A “RENEWAL PERIOD”) UNLESS YOU CANCEL THIS SUBSCRIPTION IN THE TIMELINE SPECIFIED IN THE APPLICABLE ORDER DOCUMENT PRIOR TO THE EXPIRATION OF THE INITIAL TERM AND/OR THE COMMENCEMENT OF THE FOLLOWING RENEWAL TERM.

TO CANCEL THIS SUBSCRIPTION, PLEASE EMAIL AUDIENSE AT BUXTON_OPTOUT@AUDIENSE.COM OR CALL 1-888-228-9866. IF YOU DO NOT CANCEL PRIOR TO THE COMMENCEMENT OF THE APPLICABLE RENEWAL TERM, YOUR CUSTOMER ACCOUNT WILL AUTOMATICALLY BE CHARGED THE AMOUNT LISTED ON THE ORDERING DOCUMENT (PLUS ANY APPLICABLE INCREASES IN FEES OF WHICH YOU HAVE BEEN PREVIOUSLY GIVEN NOTICE) FOR THE RESPECTIVE RENEWAL PERIOD.

7. DELIVERY OF LICENSED DATA. Licensed Data may be delivered through secure file transfer using Audiense’s hosted SFTP/MFT platform, APIs, cloud platforms, SaaS applications, direct delivery to advertising or other third-party platforms, encrypted media, reports, dashboards, or other commercially reasonable delivery methods. For Enrich services, You will upload the applicable source file through Audiense’s designated secure file-transfer platform, and Audiense will return the enriched file in CSV, pipe-delimited, Parquet, or another mutually agreed format.

Each initial delivery, refresh, update, replacement, or other subsequent delivery of Licensed Data shall be deemed accepted upon delivery unless You provide written notice describing a material non-conformity—including any material discrepancy in the agreed fields, format, or record count—within ten (10) business days after the applicable delivery. Failure to provide such notice within that period constitutes Your final acceptance of that delivery.

Audiense will use commercially reasonable efforts to maintain the availability of its hosted Commercial Data Products and delivery systems. Temporary interruptions resulting from maintenance, updates, third-party systems, or circumstances beyond Audiense’s reasonable control shall not constitute a breach. Audiense may improve or modify its delivery methods, APIs, file formats, schemas, taxonomies, and technical specifications upon reasonable notice, provided that such changes do not materially reduce the functionality of the applicable Commercial Data Product during the then-current Order Term.

8. CHANGES TO SERVICES AND TERMS AND CONDITIONS. Audiense may modify, update, enhance, replace, or discontinue any portion of the Licensed Data or Commercial Data Products where reasonably necessary to: (a) maintain or improve quality, security, performance, functionality, or delivery; (b) address changes in technology, data-source availability, third-party licensing requirements, or market conditions; (c) comply with applicable law, regulation, court order, or governmental requirement; or (d) introduce new features, functionality, or service offerings. Audiense will provide reasonable prior notice of any change that materially affects the functionality, format, delivery, or permitted use of the Licensed Data or Commercial Data Products. During an active Order Term, Audiense will not make any change that materially reduces the overall functionality of the applicable Commercial Data Product, except where reasonably necessary to comply with applicable law, address a material security risk, or satisfy a binding third-party data-source restriction.

Audiense may modify these Terms and Conditions from time to time to reflect changes in its products, operations, security requirements, legal obligations, or business practices. Administrative, formatting, or non-material changes may become effective upon posting or notice. No modification that materially and adversely affects Your rights or obligations will apply during a then-current signed Order Term unless: (i) required by applicable law, regulation, court order, or governmental requirement; (ii) reasonably necessary to address a material security risk or prevent unlawful or unauthorized use; or (iii) agreed to in writing by the Parties. Any other materially adverse modification will become effective upon renewal of the applicable Order Document.

Your continued use of the Licensed Data or Commercial Data Products after a modification becomes effective constitutes Your acceptance of the modified Terms and Conditions. If a modification permitted to become effective during a current Order Term materially and adversely affects Your use of the applicable Commercial Data Product, You may terminate the affected Order Document by providing written notice within thirty (30) days after receiving notice of the modification, and Audiense will refund any prepaid Fees attributable to the period after the effective date of termination. This termination and refund right constitutes Your sole remedy for such modification.

9. SUSPENSION OF SERVICES. Audiense may suspend or otherwise deny You or Your Authorized User's access to or use of all or any part of the Licensed Data or Commercial Data Products for any reason including but not limited to Breach, security issue, legal requirement, nonpayment, or misuse without incurring any resulting obligation or other liability and with or without notice to You, including if: (a) required by applicable Law or Audiense receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Audiense to do so or (b) Audiense believes, in its sole discretion, that: (i) You or any Authorized User has failed to comply with any term of the Agreement or accessed or used (or intends to access or use) the Licensed Data or Commercial Data Products for a purpose not expressly authorized by the Agreement; or (ii) You 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 the Licensed Data or Commercial Data Products. This provision does not limit any of Audiense's other rights or remedies, whether at law, in equity, or under the Agreement.

10. PERMITTED USES. Subject to this Agreement, You may use Licensed Data solely for the Permitted Purpose described in the applicable Order Document. Unless otherwise restricted, You may: (a) Analyze customer markets; (b) Perform market segmentation; (c) Develop audience profiles; (d) Conduct site selection analysis; (e) Perform customer enrichment; (f) Support marketing campaigns; (g) Measure campaign performance; (h) Develop internal business intelligence; (i) Integrate Licensed Data into Customer's internal CRM, analytics, or marketing platforms; (j) Generate reports for internal decision making; (k) Use Licensed Data to support predictive analytics for Customer's internal business operations; and (l) Share internally with Authorized Users. You shall remain responsible for ensuring all Authorized Users comply with this Agreement.

11. PROHIBITED USES. Except as expressly authorized in this Agreement or the applicable Order Document, You shall not, and shall not permit any Affiliate, Authorized User, contractor, consultant, service provider, or other third party to: (a) sell, resell, sublicense, lease, rent, assign, transfer, disclose, publish, distribute, or otherwise make available any Licensed Data or Commercial Data Product to any third party; (b) create, market, license, commercialize, or distribute any product or service that incorporates, competes with, or is derived primarily from the Licensed Data or Commercial Data Products; (c) use the Licensed Data for the benefit of any third party, including any client, customer, Affiliate unless expressly authorized, or service bureau; (d) reverse engineer, decompile, disassemble, reconstruct, extract, scrape, harvest, or otherwise attempt to determine the composition, methodology, taxonomy, algorithms, scoring models, identity graph, or source of any Licensed Data or Commercial Data Product; (e) create derivative commercial datasets, consumer databases, audience products, benchmark products, or competing data offerings using the Licensed Data; (f) remove, alter, or obscure any copyright, trademark, proprietary notice, watermark, metadata, or attribution contained within the Licensed Data; (g) use the Licensed Data in any manner that infringes the intellectual-property or proprietary rights of Audiense or its licensors; (h) circumvent any technical restriction, API limitation, authentication mechanism, usage control, or security feature implemented by Audiense; (i) copy the Licensed Data except as reasonably necessary for authorized internal use and backup purposes; or (j) knowingly permit any unauthorized person to access or use the Licensed Data or Commercial Data Products.

11.1 Artificial Intelligence and Machine Learning Restrictions. Unless expressly authorized in an Order Document or separate written agreement, You shall not use any Licensed Data, Commercial Data Products, Derived Data, or Documentation to: (a) train, fine-tune, optimize, evaluate, validate, or improve any artificial-intelligence system; (b) train or improve any large language model, foundation model, neural network, recommendation engine, generative-AI system, or machine-learning model; (c) develop synthetic datasets intended to replicate or substitute for the Licensed Data; (d) create embeddings, vector databases, retrieval systems, or knowledge bases derived from or incorporating the Licensed Data; or (e) permit any third-party AI platform to ingest, retain, or use the Licensed Data for model training or development. The foregoing restrictions do not prohibit You from using Licensed Data as an input to Your own authorized internal analytics, provided that the Licensed Data is not retained for model training, incorporated into a generally available or third-party AI model, or used to create a product or service made available to any third party.

11.2 Regulated Uses. Unless expressly authorized by Audiense in a separate written agreement and permitted by applicable law, You shall not use the Licensed Data: (a) as or to create a “consumer report” under the Fair Credit Reporting Act; (b) to determine eligibility for employment; (c) to determine eligibility for credit or financing; (d) to determine eligibility for or underwrite insurance; (e) to determine eligibility for housing or tenant screening; (f) for healthcare treatment, payment, underwriting, coverage, or eligibility determinations; (g) for governmental licensing, benefits, or entitlement determinations; or (h) in violation of any federal, state, local, or foreign law governing privacy, data protection, consumer protection, discrimination, or regulated decision-making.

11.3 Healthcare and Consumer Health Data. The Licensed Data and Commercial Data Products do not include healthcare profiles, diagnoses, treatment information, protected health information, consumer health data, or attributes intended to identify or infer an individual’s physical or mental health condition. You shall not use, combine, analyze, or process the Licensed Data to create, infer, or derive any such information. Without limiting the foregoing, You shall not use the Licensed Data or Commercial Data Products: (a) to diagnose, treat, monitor, or make medical or clinical decisions concerning any individual; (b) to determine access to or payment for healthcare, health insurance, or government health benefits; (c) for medical or insurance underwriting; (d) to identify, profile, segment, or target individuals based on an actual or inferred physical or mental health condition, diagnosis, treatment, disability, reproductive or sexual health information, or other consumer health data; (e) to create or supplement a medical record; or (f) in any manner prohibited by HIPAA, the Washington My Health My Data Act, the Nevada Consumer Health Data Privacy Law, Connecticut’s consumer-health-data laws, or any other applicable health privacy law. For clarity, this Section does not prohibit Audiense from processing patient data or other protected health information submitted by You solely to provide authorized matching or enrichment services, provided that the Parties have executed an applicable Business Associate Agreement and Data Processing Addendum before such data is transferred. Any Licensed Data returned through such services will not include healthcare profiles or health-related attributes supplied by Audiense.

11.4 Sensitive Data and Protected Classes. You shall not use the Licensed Data, alone or in combination with other information, to identify, target, profile, discriminate against, or infer sensitive information concerning an individual, including: (a) race or ethnicity; (b) religion or religious beliefs; (c) sexual orientation or sex life; (d) physical or mental health conditions; (e) immigration or citizenship status; (f) precise geolocation where prohibited by applicable law; (g) union membership; (h) political affiliation or beliefs; (i) status as a minor; or (j) membership in any protected class under applicable law. The foregoing does not permit any use prohibited elsewhere in this Agreement and applies regardless of whether the sensitive information is observed, modeled, inferred, or derived. Any use expressly authorized in an Order Document must comply with applicable law and may not be used for unlawful discrimination, eligibility determinations, or other prohibited regulated purposes.

12. CUSTOMER RESPONSIBILITIES. You shall use the Licensed Data solely in accordance with this Agreement, the applicable Order Document, all Documentation, applicable laws and regulations, and Audiense's published policies, as updated from time to time. You are responsible for all acts and omissions of Your Authorized Users and shall ensure that each Authorized User complies with this Agreement. Any breach by an Authorized User shall constitute a breach by You. You shall maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the Licensed Data from unauthorized access, use, disclosure, alteration, or destruction. Without limiting the foregoing, You shall: (a) require multi-factor authentication (MFA) for Authorized Users accessing the Licensed Data or Commercial Data Products, where technically supported; (b) encrypt the Licensed Data using industry-standard encryption while in transit over public networks and, where commercially reasonable, while stored at rest; (c) implement role-based access controls consistent with the principle of least privilege, limiting access to the Licensed Data solely to Authorized Users who require such access for the Permitted Purpose; (d) maintain reasonable safeguards to protect API keys, authentication credentials, passwords, access tokens, certificates, and other security credentials from unauthorized disclosure or misuse, and promptly revoke, rotate, or replace such credentials upon suspected compromise; (e) maintain commercially reasonable endpoint and network security measures, including malware protection and the timely application of security patches for systems used to access, process, or store the Licensed Data; and (f) promptly disable access for any Authorized User who no longer requires access or whose employment or engagement has terminated. You shall notify Audiense without undue delay, and in no event later than forty-eight (48) hours after becoming aware of any actual or reasonably suspected unauthorized access to, disclosure of, misuse of, or compromise affecting the Licensed Data or any credentials used to access the Licensed Data or Commercial Data Products, and You shall cooperate fully with Audiense in investigating and mitigating any such incident. Upon Audiense's reasonable request, You shall maintain and make available records reasonably demonstrating Your compliance with this Agreement.

13. COMPLIANCE WITH PRIVACY LAWS. Each Party shall comply with the privacy, data-protection, consumer-protection, marketing, and communications laws applicable to its respective collection, sourcing, compilation, licensing, disclosure, transfer, storage, use, and other processing of personal information under this Agreement.

You represent and warrant that Your collection, use, disclosure, sale, storage, transfer, and processing of the Licensed Data and any data You provide to Audiense will comply with all applicable laws. You are solely responsible for determining whether Your intended use of the Licensed Data is lawful and for providing all required notices and obtaining all required consents, permissions, and authorizations. Audiense provides Commercial Data Products but does not provide legal advice regarding Your intended use.

Without limitation, You shall comply with all applicable privacy, consumer-protection, marketing, and communications laws, in each case as amended, replaced, or supplemented from time to time, including, where applicable, the CCPA/CPRA; the Virginia Consumer Data Protection Act; the Colorado Privacy Act; the Connecticut Data Privacy Act; the Oregon Consumer Privacy Act; the Texas Data Privacy and Security Act; the Utah Consumer Privacy Act; applicable state consumer-health-data and data-broker laws; applicable FTC regulations; the CAN-SPAM Act; and the Telephone Consumer Protection Act. You shall not sell, offer to sell, disclose, use, or otherwise process any precise geolocation data included in the Licensed Data except as expressly authorized in the applicable Order Document and permitted by applicable law.

Audiense shall comply with applicable laws governing its sourcing, collection, compilation, modeling, licensing, disclosure, and delivery of the Licensed Data and Commercial Data Products. Audiense shall not sell or offer to sell precise geolocation data concerning a Virginia consumer where prohibited by the Virginia Consumer Data Protection Act, regardless of whether the applicable transaction is characterized under this Agreement as a license rather than a sale. Audiense will use commercially reasonable measures designed to exclude such precise geolocation data from products, files, audiences, or other Licensed Data offered or provided in a transaction prohibited by applicable law. Nothing in this Agreement requires or authorizes either Party to engage in any activity prohibited by applicable law.

Each Party shall fulfill the consumer-rights obligations applicable to its own processing activities. If either Party receives a valid consumer request affecting Licensed Data or Customer-Contributed Data processed by the other Party, the Parties shall reasonably cooperate to the extent necessary to respond to the request as required by applicable law and Exhibit J.

With respect to the Licensed Data itself, Audiense provides and licenses its proprietary Commercial Data Products as an independent controller or business and not as Your processor, service provider, or contractor. Nothing in this Agreement creates a controller-processor or processor-subprocessor relationship concerning the Licensed Data except as expressly provided in a separate Data Processing Addendum.

If You submit Customer-Contributed Data to Audiense for matching, enrichment, refreshes, use through the Action platform, or other processing on Your behalf, Audiense will process such Customer-Contributed Data in accordance with this Agreement, including Section 17, the applicable Order Document, and the Data Processing Addendum attached as Exhibit H. Audiense may host, store, retain, and process Customer-Contributed Data during the Term as necessary to provide the applicable Commercial Data Products and services, including scheduled refreshes, and for the other purposes authorized under Section 17. Audiense's retention, use, creation of Derived Data from, and other processing of Customer-Contributed Data will be subject to the rights and limitations set forth in Section 17 and Exhibit H. You shall not provide patient data or other protected health information to Audiense unless the Parties have executed an applicable Business Associate Agreement before such data is transferred.

14. ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING. Certain Commercial Data Products and Licensed Data may include modeled attributes, intent values, consumer segments, match results, scores, or other outputs generated through Audiense’s proprietary predictive models, machine-learning models, identity-resolution methodologies, algorithms, taxonomies, and scoring methodologies. Such modeled outputs are predictive or probabilistic and should not be interpreted as verified statements of fact concerning any individual. Licensed Data will not include healthcare profiles or modeled attributes intended to identify or infer an individual’s physical or mental health condition.

Audiense and its licensors retain all right, title, and interest in and to their models, methodologies, algorithms, taxonomies, technologies, training materials, and related intellectual property. You receive only the limited rights to use the Licensed Data and applicable outputs expressly granted under this Agreement and acquire no ownership interest in any underlying model, methodology, algorithm, training data, or AI system used by Audiense. Your use of the Licensed Data, Commercial Data Products, Derived Data, and Documentation in connection with artificial intelligence or machine learning is subject to Section 11.1.

Audiense may use aggregated and legally de-identified product-usage information, system-performance information, and operational analytics to maintain, secure, evaluate, and improve its Commercial Data Products and related technologies, provided that such information does not identify, is not reasonably linkable to, and cannot reasonably be used to reconstruct the identity of You, any individual, or any Customer-Contributed Data record.

Notwithstanding anything to the contrary in this Agreement, Audiense will not sell, share, or use Customer-Contributed Data—including client files submitted for matching or enrichment—to train, fine-tune, develop, or improve any artificial-intelligence or machine-learning model unless You expressly authorize such use in a separate written agreement. For clarity, processing Customer-Contributed Data through Audiense’s existing models, algorithms, scoring methodologies, and identity-resolution processes solely to provide the contracted services does not constitute training, development, or improvement of those models or methodologies.

15. INTELLECTUAL PROPERTY RIGHTS. Audiense and its licensors retain all right, title, and interest in and to; (a) the Licensed Data; (b) Commercial Data Products; (c) Derived Data; (d) audience segments; (e) predictive models; (f) algorithms; (g) taxonomies; (h) scoring methodologies; (i) APIs; (j) Documentation; (k) software; (l) databases; (m) metadata; (n) benchmarks; (o) enhancements; (p) updates; (q) modifications; (r) derivative works; and (s) all associated “Intellectual Property Rights.” Except for the limited license expressly granted under this Agreement, no ownership rights are transferred to You.

As between the Parties, You retain ownership of Customer-Contributed Data. Subject to this Agreement, You grant Audiense a non-exclusive, worldwide, royalty-free license during the Term to use Customer-Contributed Data solely to provide the Licensed Data, perform agreed services, improve Commercial Data Products, develop Derived Data, and fulfill its obligations under this Agreement. Unless otherwise agreed in writing, Audiense shall not identify You as the source of Customer-Contributed Data in any Commercial Data Product. All rights not expressly granted to You are reserved by Audiense and its licensors. No implied licenses are granted under this Agreement.

16. AUDIENSE COMMERCIALIZATION RIGHTS. You acknowledge and agree that Audiense is engaged in the business of collecting, licensing, compiling, enriching, modeling, analyzing, developing, maintaining, and commercializing proprietary Commercial Data Products. Nothing in this Agreement shall restrict Audiense from developing, licensing, marketing, selling, or otherwise commercializing any Commercial Data Product, including products that incorporate or are developed using data licensed or obtained by Audiense from third-party providers ("Third-Party Data”), publicly available information, Customer-Contributed Data (where permitted), Derived Data, or other lawfully obtained information. Audiense shall exclusively own all right, title, and interest in and to all Derived Data created by or on behalf of Audiense. Derived Data shall constitute Audiense Confidential Information and may be used, licensed, sold, distributed, commercialized, modified, enhanced, or incorporated into Commercial Data Products without restriction. You acknowledge that You acquire no ownership interest in any Derived Data. Audiense may aggregate, anonymize, pseudonymize, normalize, enrich, model, benchmark, score, or otherwise transform information derived from Customer-Contributed Data, Licensed Data, Third-Party Data, or publicly available information to create aggregated statistical information, benchmark information, audience segments, predictive models, insights, and other Commercial Data Products. Such aggregated information shall not identify You as the source unless You expressly consent in writing. Audiense may continuously improve, update, modify, replace, discontinue, expand, or otherwise develop Commercial Data Products. You acknowledge that datasets, models, taxonomies, predictive methodologies, and data sources naturally evolve over time. Audiense shall have no obligation to maintain identical methodologies or data sources throughout the Term. Except as expressly stated in an Order Document, You receive no exclusive rights with respect to any Commercial Data Product. Audiense may provide identical or substantially similar Commercial Data Products to other customers, including competitors of You.

17. DATA

17.1 Ownership. As between the Parties, You retain all right, title, and interest in and to Customer-Contributed Data. Audiense and its licensors retain all right, title, and interest in and to the Licensed Data, Commercial Data Products, Documentation, APIs, software, Derived Data, audience segments, predictive models, taxonomies, algorithms, technical architecture, and all related Intellectual Property Rights and Commercialization Rights. Except for the limited license expressly granted to You under this Agreement, no ownership rights are transferred or assigned by either Party.

17.2 License to Customer-Contributed Data. To the extent You provide Customer-Contributed Data to Audiense in connection with this Agreement, You grant Audiense a non-exclusive, worldwide, royalty-free license during the Term to host, store, copy, access, use, process, transmit, modify, combine, and otherwise utilize such Customer-Contributed Data solely as necessary to (a) perform the services; (b) provide, support, maintain, secure, and improve the Licensed Data and Commercial Data Products, and related services; (c) create Derived Data for Customer; (d) comply with applicable law; and (e) exercise Audiense's rights and perform its obligations under this Agreement. Except as expressly permitted by this Agreement or authorized in writing by You, Audiense will not disclose Customer-Contributed Data to third parties in identifiable form except to its subcontractors and service providers who require access to perform services on Audiense's behalf and who are bound by confidentiality obligations at least as protective as those contained herein.

17.3 Derived Data. Audiense shall exclusively own all right, title, and interest in and to any attributes, analytics, models, scores, audiences, statistical information, benchmarks, predictive outputs, match results, classifications, enhancements, or other information created, inferred, generated, transformed, enriched, aggregated, or otherwise derived by Audiense from: (a) Licensed Data; (b) Third-Party Data; (c) publicly available information; (d) Customer-Contributed Data, subject to the limitations below; or (e) any combination of the foregoing (collectively, “Derived Data”). Derived Data expressly excludes Customer-Contributed Data in its original identifiable form.

Audiense may use Derived Data created in connection with providing the services to Customer to perform, support, maintain, secure, evaluate, and improve those services and the applicable Commercial Data Products. Processing Customer-Contributed Data through Audiense’s existing models, algorithms, scoring methodologies, or identity-resolution processes solely to provide the contracted services does not constitute training or development of those models or methodologies.

Notwithstanding anything to the contrary in this Agreement:(a) Audiense will not sell, license, disclose, distribute, or otherwise commercialize Customer-Contributed Data in identifiable or pseudonymized form; (b) Audiense will not use Customer-Contributed Data, or information derived solely from Customer-Contributed Data, to train, fine-tune, develop, or improve any artificial-intelligence or machine-learning model or to create a product or dataset for use by or licensing to third parties, unless Customer expressly authorizes such use in a separate written agreement; (c) pseudonymized information shall not be considered aggregated or de-identified for purposes of this Section if it remains reasonably capable of being associated with Customer or an identifiable individual; and (d) Audiense may use and commercialize Derived Data generated from Customer-Contributed Data only if such Derived Data has been aggregated or de-identified in accordance with applicable law so that it does not identify, is not reasonably linkable to, and cannot reasonably be used to reconstruct the identity of Customer or any individual, household, or Customer-Contributed Data record.

Subject to the foregoing restrictions, Audiense may use, license, sell, distribute, commercialize, incorporate into Commercial Data Products, and otherwise exploit aggregated or legally de-identified Derived Data for lawful purposes, including product development, analytics, benchmarking, research, statistical analysis, and the development, improvement, marketing, licensing, and commercialization of Audiense's Commercial Data Products. Audiense shall not identify Customer as the source of any Derived Data without Customer's prior written consent.17.4 Customer-Contributed Data Protection Obligations. To the extent You provide or otherwise make available Customer-Contributed Data or personal data to Audiense, You represent, warrant, and covenant that You have obtained all rights, permissions, notices, and consents necessary to permit Audiense to collect, receive, process, use, store, transfer, disclose, and otherwise process such data as contemplated by this Agreement and any applicable Data Processing Addendum (“DPA”).

You remain solely responsible for ensuring that all Customer-Contributed Data is collected, used, disclosed, and transferred in compliance with all applicable privacy, data-protection, marketing, and consumer-protection laws. You shall promptly notify Audiense of any data-subject request, regulatory inquiry, or legal restriction that may affect Audiense’s processing of Customer-Contributed Data and shall reasonably cooperate with Audiense in responding to such matter.

To the extent applicable, the Parties’ respective obligations concerning personal data shall be governed by the DPA, which is incorporated into this Agreement by reference. If this Section conflicts with the DPA, the DPA shall control solely with respect to the processing of personal data.

17.5 Protection of Customer-Contributed Data. Audiense shall maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer-Contributed Data against unauthorized access, acquisition, use, disclosure, alteration, or destruction. Audiense may engage subcontractors and third-party service providers to process Customer-Contributed Data on its behalf, provided such parties are subject to appropriate confidentiality and security obligations. Audiense shall use Customer-Contributed Data only as expressly permitted under this Agreement or as required by applicable law and shall not identify You as the source of any Customer-Contributed Data without Customer's prior written consent unless required by legal process.

17.6 Data Retention and Deletion. During the Term, Audiense may retain Customer-Contributed Data for the purposes authorized under Sections 17.2 and 17.3, including to provide scheduled refreshes and recurring services. Upon expiration or termination of the applicable Order Document or Agreement, Audiense will delete or return Customer-Contributed Data in accordance with the applicable DPA and Order Document, except that Audiense may retain Customer-Contributed Data to the extent necessary to comply with applicable law, satisfy legitimate business recordkeeping requirements, maintain routine disaster-recovery backups, exercise surviving rights under this Agreement, or comply with the Parties' agreed data-retention obligations. For clarity, deletion or return of Customer-Contributed Data does not require Audiense to delete Derived Data that Audiense is permitted to retain, use, or commercialize under Section 17.3. Upon expiration or termination of this Agreement, Audiense may retain Customer-Contributed Data only as necessary to comply with applicable law, satisfy legitimate business recordkeeping requirements, maintain routine disaster recovery backups, exercise its rights under this Agreement, or comply with the Parties' agreed data retention obligations. Customer-Contributed Data remaining in immutable backup systems shall continue to be protected in accordance with this Agreement until deleted pursuant to Audiense's standard backup retention policies.

17.7 Reservation of Rights. Except for the limited license expressly granted under this Agreement, You acquire no ownership or other rights in or to the Licensed Data, Commercial Data Products, Documentation, APIs, Derived Data, software, algorithms, audience segments, predictive models, taxonomies, or any other Audiense Intellectual Property or Commercialization Rights. All rights not expressly granted to Customer are reserved by Audiense and its licensors.

18. AUDIT RIGHTS. During the Term and for two (2) years thereafter, Audiense may verify Your compliance with this Agreement. Verification may include reasonable requests for documentation, certifications, or records demonstrating Your use of the Licensed Data. Where Audiense reasonably believes You have materially exceeded its licensed rights or otherwise materially breached this Agreement, Audiense may conduct an audit upon at least thirty (30) days' prior written notice. Audits shall occur during normal business hours. Audiense will minimize disruption to Your operations and audits may be conducted no more than once annually unless a prior audit revealed a material breach. You shall reasonably cooperate with any audit and provide access to records that are reasonably necessary to verify compliance. If an audit reveals unauthorized use of the Licensed Data, You shall promptly (a) cease the unauthorized activity; (b) pay applicable additional license fees; (c) reimburse Audiense for reasonable audit costs if the underpayment exceeds five percent (5%) of amounts properly due. The foregoing remedies are cumulative and shall not limit any other remedies available to Audiense. Audiense shall treat all information obtained during an audit as Customer Confidential Information and shall use such information solely for purposes of verifying compliance with this Agreement.

19. CONFIDENTIALITY. Each Party ("Disclosing Party") may disclose "Confidential Information" to the other Party ("Receiving Party") in connection with this Agreement. "Confidential Information" means any proprietary or confidential information that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Order Document. Audiense Confidential Information includes, without limitation, Commercial Data Products, Licensed Data, Derived Data, source data, audience segments, predictive models, taxonomies, algorithms, software, APIs, Documentation, pricing, business methods, product roadmaps, technical architecture, and non-public security information. Customer Confidential Information includes Customer-Contributed Data, and Customer's non-public business information; provided, however, that Audiense's use or disclosure of Customer-Contributed Data as expressly permitted under this Agreement shall not constitute a breach of this Section. Without limiting the foregoing, if information is marked or otherwise identified as "Confidential," such designation shall constitute clear notice to the Receiving Party that the information is Confidential Information. Notwithstanding the foregoing, Confidential Information does not include information that: (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as demonstrated by written evidence; or (e) is used or disclosed with the Disclosing Party's prior written authorization, including Audiense's use of Customer-Contributed Data as expressly permitted under this Agreement. The Receiving Party shall use at least reasonable care to protect the Disclosing Party's Confidential Information from unauthorized access, use, or disclosure and shall limit access to its employees, affiliates, contractors, and professional advisors who have a need to know such information for purposes of performing or exercising rights under this Agreement and who are bound by confidentiality obligations no less protective than those contained herein. The Receiving Party shall not use or disclose the Disclosing Party's Confidential Information for any purpose except as expressly authorized by this Agreement and shall take commercially reasonable measures to prevent any unauthorized use or disclosure by its employees, affiliates, contractors, or representatives. The Receiving Party may disclose the Disclosing Party's Confidential Information if required by applicable law, regulation, court order, or other legal process; provided, however, that, to the extent legally permitted, the Receiving Party shall promptly notify the Disclosing Party in advance of such disclosure and shall reasonably cooperate, at the Disclosing Party's expense, in any effort by the Disclosing Party to seek a protective order or otherwise contest or limit the required disclosure.

20. REPRESENTATIONS AND WARRANTIES. Each Party represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and it has the full corporate power and authority to enter into and perform this Agreement. This Agreement has been duly authorized and constitutes a valid and binding obligation enforceable against such Party in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any agreement to which such Party is bound.

Audiense represents and warrants that it has the right to license the Commercial Data Products and Licensed Data provided under this Agreement. The Commercial Data Products will be delivered in substantial conformity with the applicable Documentation. Audiense will perform any services described in an Order Document in a professional and workmanlike manner consistent with generally accepted industry standards. Audiense will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer-Contributed Data in accordance with Section 17.5; and Audiense will comply with all laws generally applicable to its provision of the Commercial Data Products.

You represent, warrant, and covenant that You will use the Licensed Data solely in accordance with this Agreement. You have obtained all rights, permissions, notices, and consents necessary to provide Customer-Contributed Data to Audiense. Your use of the Licensed Data will comply with all applicable laws. You will not use the Licensed Data for any prohibited purpose identified in this Agreement. You have implemented appropriate security measures to protect the Licensed Data after delivery. You will not knowingly introduce malicious code into Audiense systems and all information provided to Audiense is materially accurate to the best of its knowledge.

You acknowledge that You, not Audiense, are solely responsible for determining whether Your intended use of the Licensed Data complies with applicable federal, state, local, or international laws. Nothing in this Agreement constitutes legal advice regarding Customer's regulatory obligations.

21. DISCLAIMERS.

21.1 You acknowledge that Commercial Data Products are compiled from multiple proprietary, licensed, publicly available, modeled, inferred, and commercially available sources. Because data naturally changes over time, no commercial dataset can be complete or perfectly accurate. Except as expressly stated in this Agreement, Audiense does not warrant that any Licensed Data; (a) is complete; (b) is current; (c) is error-free; (d) identifies every applicable consumer, business, or location; (e) will achieve any particular match rate; (f) will produce any particular marketing, business, financial, or operational result. Audiense does not warrant that Customer will achieve increased revenue, improved marketing performance, increased customer acquisition, increased response rates, improved analytics, return on investment or any particular business outcome. Audiense is not responsible for inaccuracies contained within Third-Party Data supplied by third-party licensors. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE COMMERCIAL DATA PRODUCTS, LICENSED DATA, SOFTWARE, APIS, DOCUMENTATION, REPORTS, INSIGHTS, DERIVED DATA, AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." AUDIENSE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

21.2 You acknowledge that portions of the Licensed Data and Commercial Data Products may incorporate, reference, or be derived from information obtained from publicly available sources, including governmental records, public filings, business directories, websites, open data repositories, and other lawfully available sources. Audiense does not own such publicly available information and does not warrant its continued availability, completeness, accuracy, timeliness, or fitness for any particular purpose. Publicly available information may be modified, removed, restricted, or discontinued by the originating source at any time without notice. Audiense shall have no obligation to maintain any particular public data source or to replace information that becomes unavailable, provided that any material changes affecting the Licensed Data during the applicable subscription term shall be governed by the Agreement. You acknowledge that publicly available information may be combined with proprietary, licensed, modeled, inferred, or Customer-Contributed Data, and that Audiense's selection, organization, enhancement, enrichment, normalization, modeling, scoring, and presentation of such information constitute proprietary Commercial Data Products owned by Audiense.

22. INDEMNIFICATION.

22.1 Customer’s Indemnification. You shall defend, indemnify, and hold harmless Audiense, its affiliates, and their respective directors, officers, employees, agents, contractors, licensors, service providers, representatives, suppliers, successors, and assigns (each, an "Audiense Indemnitee") from and against any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, liabilities, awards, penalties, fines, costs, and expenses of any kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder (collectively, "Losses"), arising out of or relating to any third-party claim, action, demand, suit, arbitration, investigation, or proceeding (each, an "Action") to the extent resulting from or relating to (a) Your breach of this Agreement, (b) Your misuse of the Licensed Data, (c) Your violation of any applicable law, regulation, or third-party right, including applicable privacy or data protection laws, (d) Customer-Contributed Data; (e) Your products or services; (f) Your negligence, gross negligence, willful misconduct, or fraud, or (g) Customer's use of the Licensed Data for any prohibited purpose or otherwise in violation of this Agreement. The Audiense Indemnitee shall promptly notify You of any claim for which indemnification is sought; provided, however, that any delay in providing such notice shall not relieve You of Your indemnification obligations except to the extent You are materially prejudiced by such delay. You shall have the right to assume and control the defense of the claim with counsel reasonably acceptable to Audiense. Audiense may participate in the defense with counsel of its own choosing at its own expense. You shall not settle any claim in a manner that admits fault on the part of, imposes any monetary or non-monetary obligation upon, or otherwise adversely affects any Audiense Indemnitee without Audiense's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.

22. 2 Audiense’s Indemnification. Audiense shall indemnify, defend, and hold harmless You and Your officers, directors, employees, agents, and affiliates (collectively, the “Customer Indemnitees”) from and against any and all claims, actions, suits, proceedings, damages, liabilities, losses, settlements, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) arising out of or relating to (a) any Claim that the Licensed Data or Commercial Data Products, as provided by Audiense, infringes or misappropriates any valid third-party intellectual property right, including but not limited to patents, copyrights, trademarks, or trade secrets, or (b) any claim arising out of Audiense’s violation of applicable laws, regulations, or governmental orders in connection with its performance under this Agreement. Audiense’s obligation to indemnify under this Section shall not apply to the extent that such Claims arise from: (i) Your use of the Licensed Data or Commercial Data Products in violation of this Agreement, (ii) modifications to the Licensed Data or Commercial Data Products made by You or any third party not authorized by Audiense, (iii) the combination of the Licensed Data or Commercial Data Products with any other services, products, or systems not supplied by Audiense where the alleged infringement would not have occurred but for such combination, (iv) any claim arising from or relating to Your use of the Licensed Data or Commercial Data Products for first-party data enrichment, including Your failure to determine whether such use is permitted under Customer’s own policies, agreements, or applicable laws or, (v) Customer-Contributed Data. The Customer Indemnitee shall promptly notify Audiense of any claim for which indemnification is sought; provided, however, that any delay in providing such notice shall not relieve Audiense of its indemnification obligations except to the extent Audiense is materially prejudiced by such delay. Audiense shall have the right to assume and control the defense of the claim with counsel reasonably acceptable to You. You may participate in the defense with counsel of its own choosing at its own expense. Audiense shall not settle any claim in a manner that admits fault on the part of, imposes any monetary or non-monetary obligation upon, or otherwise adversely affects any Customer Indemnitee without Your prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. The foregoing states Your sole and exclusive remedy, and Audiense's entire liability, for any claim that the Licensed Data or Commercial Data Products infringe or misappropriate any third-party intellectual property rights.

23. LIMITATIONS OF LIABILITY

23.1 EXCLUSION OF DAMAGES. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL AUDIENSE OR ANY OTHER AUDIENSE INDEMNITEE BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (B) IMPAIRMENT, INABILITY TO USE, LOSS OF USE, OR INTERRUPTION OR DELAY OF THE COMMERCIAL DATA PRODUCTS, LICENSED DATA, DOCUMENTATION, APIS, AND RELATED SERVICES; (C) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF CUSTOMER DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (D) COST OF REPLACEMENT COMMERCIAL DATA PRODUCTS, LICENSED DATA, DOCUMENTATION, APIS, AND RELATED SERVICES; (E) LOSS OF GOODWILL OR REPUTATION; OR (F) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, TREBLED, ENHANCED, OR PUNITIVE DAMAGES OR ANY DAMAGES WHATSOEVER, REGARDLESS OF WHETHER AUDIENSE OR ANY OTHER AUDIENSE INDEMNITEE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

23.2      CAP ON MONETARY LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR LIABILITY ARISING FROM AUDIENSE’S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, THE COLLECTIVE, AGGREGATE LIABILITY OF AUDIENSE AND ALL AUDIENSE INDEMNITEES ARISING OUT OF OR RELATING TO THE COMMERCIAL DATA PRODUCTS, LICENSED DATA, DOCUMENTATION, APIs, RELATED SERVICES, OR THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, OR UNDER ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO AUDIENSE UNDER THE AFFECTED ORDER DOCUMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

23.3       YOU AGREE THAT THESE LIMITATIONS OF LIABILITY REPRESENT A REASONABLE ALLOCATION OF RISK AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND AUDIENSE. IF ANY PORTION OF THIS SECTION 23 IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

24. TERM; CANCELLATION AND TERMINATION

24.1 Term. This Agreement will commence on the Start Date specified in the applicable Order Document and will continue for the initial term stated therein (the “Initial Term”), unless earlier terminated in accordance with this Agreement. If the applicable Order Document provides for automatic renewal, the Order Document will automatically renew for successive one-year periods, or such other renewal period specified therein (each, a “Renewal Term”), unless either Party provides written notice of non-renewal within the notice period specified in the applicable Order Document. Each Renewal Term will commence immediately upon expiration of the then-current Initial Term or Renewal Term.

You remain responsible for all Fees payable for the entire Initial Term and each Renewal Term unless the applicable Order Document or this Agreement is terminated in accordance with its terms. Any automatic renewal will be subject to Section 6.

24.2        Customer Cancellation. You may not cancel the Agreement during the Initial Term, or the Renewal Term unless (a) Audiense has materially breached the Agreement and such breach has not been cured by Audiense within a reasonable time period or (b) You have obtained prior written consent from an officer of Audiense (not a sales representative) or (c) pursuant to Section 24.1 above.

24.3        Audiense’s Suspension and Termination. Audiense may immediately suspend or terminate Your and Your Authorized Users’ access to the Licensed Data or Commercial Data Products, in whole or in part, upon written notice if Audiense reasonably determines that: (a) Your use violates applicable law or exposes Audiense or any third party to material legal or regulatory risk; (b) Your use creates or is reasonably likely to create a material security threat; (c) You have engaged in fraud, unlawful conduct, unauthorized disclosure, resale, misuse, or misappropriation involving the Licensed Data or Commercial Data Products; (d) You have materially violated the license scope, use restrictions, confidentiality obligations, or intellectual-property rights set forth in this Agreement; or (e) the applicable breach is not capable of cure. Where reasonably practicable under the circumstances, Audiense will limit any suspension to the affected Licensed Data, Commercial Data Product, Authorized User, or activity.

For any other material breach, Audiense may terminate this Agreement or the affected Order Document if You fail to cure the breach within thirty (30) days after receiving written notice describing the breach. Notwithstanding the foregoing, if the breach consists of a failure to pay undisputed Fees when due, the applicable cure period will be ten (10) days after written notice. Audiense may suspend access during a cure period if reasonably necessary to prevent continuing harm, unauthorized use, security risk, or violation of applicable law.

Audiense may also terminate this Agreement or any Order Document for convenience upon at least thirty (30) days’ prior written notice. If Audiense terminates for convenience or for a reason unrelated to Your breach, Audiense will refund the prorated portion of any prepaid Fees attributable to the period after the effective date of termination. If Audiense terminates because of Your breach, misuse, fraud, unlawful conduct, or failure to pay undisputed Fees, You will not be entitled to a refund, and all Fees accrued or otherwise payable through the effective date of termination will remain due. Except for the applicable refund expressly provided above, Audiense will have no liability arising solely from a suspension or termination made in accordance with this Section.

24.4 Effect of Cancellation or Termination. Upon expiration or termination of this Agreement or any applicable Order Document, all licenses and rights granted to You under the affected Agreement or Order Document will terminate, and You and Your Authorized Users shall cease accessing and using the applicable Licensed Data, Commercial Data Products, APIs, Documentation, and other Audiense Confidential Information.

Unless the applicable Order Document expressly grants post-termination retention rights, You shall, within thirty (30) days after expiration or termination, permanently delete or destroy all applicable Licensed Data in Your possession or control, including all copies, extracts, downloads, enriched records, appended attributes, match results, derivatives, and other files, records, datasets, or materials that contain, incorporate, are derived from, or reasonably permit reconstruction of the Licensed Data. Upon Audiense’s written request, You shall provide a written certification signed by an authorized representative confirming compliance with these deletion and destruction obligations.

An Order Document may expressly authorize You to retain specified completed outputs, enriched records, reports, or appended attributes after expiration or termination. Any such Order Document must identify the materials that may be retained, the applicable retention period, the permitted post-termination uses, and any continuing security, confidentiality, privacy, or use restrictions. Except for those expressly stated retention rights, no right to retain or use Licensed Data or materials incorporating Licensed Data survives expiration or termination.

You may retain Licensed Data or other Audiense Confidential Information only to the extent: (a) required by applicable law, provided that such information remains protected under this Agreement and is not used for any other purpose; or (b) maintained solely in routine disaster-recovery or backup systems that are not actively accessible or used for any business purpose and are deleted in accordance with Your standard backup-retention procedures. You may retain Documentation that does not contain Licensed Data or other Audiense Confidential Information solely for archival and compliance purposes.

Following expiration or termination, Audiense will delete or return Customer-Contributed Data in accordance with the applicable Order Document, Data Processing Addendum, and applicable law. Unless otherwise required by law or agreed in writing, Audiense may delete Customer-Contributed Data from its live production systems after expiration or termination and may retain it only as necessary to satisfy legal obligations or within routine, immutable backup systems until those backups expire under Audiense’s standard retention policies. Customer-Contributed Data retained in backups will remain protected under this Agreement and will not be actively accessed or used for any business purpose.

Expiration or termination will not relieve You of any obligation to pay Fees accrued or payable before the effective date of expiration or termination. Provisions that by their nature are intended to survive—including those relating to intellectual property, confidentiality, payment obligations, audit rights for the applicable survival period, indemnification, disclaimers, limitations of liability, governing law, dispute resolution, and deletion or permitted retention of data—will survive. If requested before termination, Audiense may provide reasonable transition assistance under a mutually agreed Statement of Work at Audiense’s then-current professional-services rates.

25. MARKETING. Audiense may identify You as a customer and use Your name and logo in Audiense’s customer lists, website, presentations, and other marketing materials only with Your prior written consent. Any such use must comply with Your then-current trademark and brand-usage guidelines provided to Audiense and must not imply Your endorsement of Audiense or its products.

Audiense shall not publish or distribute any testimonial, quotation, case study, press release, performance result, or other marketing content referring to You without Your separate prior written approval of the specific content and proposed use. You may revoke any marketing authorization upon reasonable written notice, after which Audiense will discontinue new uses and use commercially reasonable efforts to remove the applicable materials from marketing content under its control. Removal will not be required from materials printed, published, or distributed before the effective date of revocation.

Except for the limited rights expressly approved under this Section, You retain all right, title, and interest in and to Your names, logos, trademarks, service marks, and other brand identifiers. No ownership rights are transferred to Audiense.

26. FEEDBACK. You have no obligation to provide Audiense with feedback, ideas, suggestions, or proposals (“Feedback”). You hereby grant Audiense a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to make, use, sell, have made, offer to sell, import, export, reproduce, publicly display, distribute, modify, create derivative works from, publicly perform, and otherwise exploit any Feedback You submit to Audiense without notice or compensation to You. Any inventions, creative works, or tangible embodiments of Feedback reduced to practice, conceived, developed, or authored by or on behalf of Audiense shall be owned by Audiense, including any and all Intellectual Property Rights, and You hereby irrevocably assign, and shall cause any employees, offices or other personnel to assign, to Audiense and its successors and assigns any and all right, title and interest they may have in and to any such inventions, creative works, or tangible embodiments of Feedback and all Intellectual Property Rights thereto.

27. MISCELLANEOUS

27.1 Relationship of the Parties and Third Party Rights. The relationship between the Parties is that of independent contractors and not employees. Nothing in these Terms and Conditions is intended to or shall operate to create a partnership between the Parties, or authorize either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). These Terms and Conditions do not confer any rights on any person or party.

27.2      Notices and Software Communications. All notices to You from Audiense may be sent to You via the email address currently associated with Your Account or through the Licensed Data or Commercial Data Products and shall be deemed to have been duly given the same day sent by Audiense. Any notices or communications to Audiense must be in writing and sent to Audiense_Legal@Audiense.com

27.3 Force Majeure. Without limiting any other provision in these Terms and Conditions, Audiense is not responsible or liable to You for delay or failure to perform its obligations hereunder in the event that any of Audiense’s operations or activities are affected by any cause or event beyond the sole and reasonable control of Audiense, including, without limitation, by reason of any acts of God, equipment failure, threatened or actual terrorist acts, air raid, act of public enemy, war (declared or undeclared), civil disturbance, insurrection, riot, epidemic, pandemic, fire, explosion, earthquake, flood, hurricane, unusually severe weather, blackout, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slowdown, any law, rule, regulation, action, order, or request adopted, taken, or made by any governmental or quasi-governmental entity (whether or not such governmental act proves to be invalid), or any other cause, whether or not specifically mentioned above.

27.4 Waiver. A waiver of any right under these Terms and Conditions is only effective if it is in writing and it applies only to the Party to whom the waiver is addressed and to the circumstances for which it is given. Unless specifically provided otherwise, rights arising under these Terms and Conditions are cumulative and do not exclude rights provided by law.

27.5 Severance. If any provision (or part of a provision) of these Terms and Conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable, or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

27.6  Interpretation. For purposes of the Agreement: (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation". The Parties intend the Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The above headings are for reference only and do not affect the interpretation of the Terms and Conditions.

27.7 Choice of Law and Dispute Resolution. The governing law and forum for resolution of any dispute arising under or in connection with this Agreement (including non-contractual disputes or claims) shall be determined based on Your principal place of business, as follows:

• United States, Non-EU, and Non-UK Customers:
  If Your principal place of business is located in the United States, or in any jurisdiction other than the United Kingdom or a member state of the European Union, this Agreement shall be governed by and construed in accordance with the laws of the State of Texas, United States of America, without giving effect to any conflict of laws principles that would require or permit the application of the laws of another jurisdiction. Any legal action, suit, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Tarrant County, Texas, and each party irrevocably submits to the personal jurisdiction and venue of such courts.
• United Kingdom or European Union Customer:
  If Your principal place of business is located in the United Kingdom or in a member state of the European Union, this Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law rules. Any dispute or claim arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The seat of arbitration shall be London, England, the number of arbitrators shall be one, and the language of arbitration shall be English.

In all cases, the applicable governing law shall apply to all matters arising out of or relating to this Agreement, whether in contract, tort, or otherwise.

27.8 Anti-Bribery and Anti-Corruption. Audiense agrees not to offer or pay any bribes, including improper gifts or entertainment, to gain a business advantage during the term of these Terms and Conditions. This includes refraining from bribing any person, especially government officials, in connection with the Licensed Data or Commercial Data Products provided. Audiense will maintain policies and provide training to ensure compliance with Audiense policies. We confirm that no bribes or improper gifts have been given to secure Your business. If Audiense violates this provision, You may terminate the Order Document immediately without any obligation to pay Fees.

27.9 Export Controls and Sanctions Compliance. You shall comply with all applicable export control, economic sanctions, anti-boycott, and import laws and regulations of the United States and any other jurisdiction having authority over the Parties or the Licensed Data, including, where applicable, the Export Administration Regulations ("EAR") administered by the U.S. Department of Commerce and the economic sanctions regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"). You shall not, directly or indirectly: (a) export, re-export, transfer, release, disclose, or otherwise make available the Licensed Data or Commercial Data Products in violation of applicable export control or sanctions laws; (b) access or use the Licensed Data or Commercial Data Products from, or for the benefit of, any country or territory that is subject to comprehensive U.S. economic sanctions, except as authorized by applicable law; (c) provide access to or permit use of the Licensed Data or Commercial Data Products by any individual or entity that is identified on any applicable government restricted or denied party list, including the OFAC Specially Designated Nationals and Blocked Persons List, or any person owned or controlled by such a party; or (d) use the Licensed Data or Commercial Data Products in connection with any prohibited end use under applicable export control or sanctions laws. You represent and warrant that neither it nor, to its knowledge, any Authorized User is a sanctioned or restricted party. You shall promptly notify Audiense if it becomes aware of any actual or suspected violation of this Section.

27.10 Compliance with Data Broker Laws. To the extent applicable to the Licensed Data or Your use thereof, You shall comply with all applicable federal, state, and local laws governing commercial data providers, data brokers, consumer privacy, and consumer protection.

27.11 Entire Agreement. These Terms and Conditions and any Statements of Work, Order Documents, Data Processing Agreement, and Privacy Policy constitute the sole and entire agreement between You and Audiense with respect to the Licensed Data or Commercial Data Products Documentation, Third-Party Materials and the subject matter of these Terms and Conditions and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any conflict between these Terms and Conditions and any Order Document, these Terms and Conditions will govern and control unless, and only to the extent that, the parties have expressly agreed in writing in the applicable Order Document that a specific provision of these Terms and Conditions is superseded.

27.12 Assignment. Audiense may freely assign, transfer, or delegate its rights and obligations under the Agreement, in whole or in part. You shall not assign or otherwise transfer any of Your rights or delegate or otherwise transfer any of Your obligations or performance under these Terms and Conditions.

27.13 Survival of Terms. Any provision of this Agreement that, by its nature or express terms, is intended to survive expiration or termination shall survive, including provisions relating to intellectual property, confidentiality, accrued payment obligations, audit rights for the applicable survival period, indemnification, disclaimers, limitations of liability, governing law, dispute resolution, and the deletion or permitted retention of data. Section 24.4 shall survive to the extent necessary to give effect to the obligations stated therein. For clarity, expiration or termination shall not affect any rights, remedies, obligations, or liabilities that accrued before the effective date of expiration or termination.

EXHIBITS

The following Exhibits may be attached to one or more Order Documents and, if executed or incorporated by reference, shall form part of this Agreement:

Exhibit A – Description of Licensed Data

Exhibit B – Commercial Data Products

Exhibit C – Permitted Uses Matrix

Exhibit D – Prohibited Uses Matrix

Exhibit E – Information Security Requirements

Exhibit F - Service Level Agreement

Exhibit G – Data Processing Addendum (where applicable)

Exhibit H – Third-Party Data Source Notices and Flow-Down Terms

Exhibit I – Data Provenance & Permitted Regulatory Uses

Exhibit J - Privacy Rights & Consumer Request Responsibilities

Additional Schedules and Addenda. The Parties acknowledge that, depending on the Licensed Data or Commercial Data Products, or Customer's intended use, this Agreement may be supplemented by one or more additional schedules or addenda, which, upon execution or incorporation by reference in an applicable Order Document, shall form part of this Agreement. Such schedules or addenda may include, without limitation: (a) a Data Provenance Schedule describing the categories and sources of Licensed Data, including proprietary, licensed, publicly available, and modeled data, together with any material limitations; (b) a Privacy Rights and Consumer Requests Addendum allocating the Parties' respective responsibilities for responding to applicable consumer privacy requests, including requests for access, deletion, correction, or opt-out under applicable privacy laws; (c) a Regulated Use Addendum setting forth additional restrictions, representations, and compliance obligations relating to regulated uses of the Licensed Data, including under the Fair Credit Reporting Act (FCRA), Gramm-Leach-Bliley Act (GLBA), Health Insurance Portability and Accountability Act (HIPAA), Children's Online Privacy Protection Act (COPPA), applicable state consumer health privacy laws, and similar laws; (d) a Third-Party Data Schedule identifying categories of Licensed Data obtained from third-party licensors and incorporating any applicable downstream licensing requirements; and (e) an Artificial Intelligence Licensing Addendum governing any authorized use of Licensed Data for artificial intelligence or machine learning training, fine-tuning, inference, or related purposes.

EXHIBIT A

Description of Licensed Data (Audiense Enrich)

This Exhibit A describes the Commercial Data Products and Licensed Data licensed under an Order Document for Audiense Enrich or Audiense Enrich for Healthcare (each, an "Enrich Subscription"). Capitalized terms have the meanings given in the Terms and Conditions.

A.1 Product

Audiense Enrich is a household-level data enrichment service. Customer submits a name-and-address file drawn from its own marketing database ("Customer-Contributed Data"); Audiense matches each record to a U.S. household and returns the file appended with the Licensed Data described in Section A.3. Each Enrich Subscription also includes access to the Audiense Action platform as described in Section A.6.

Two packages are offered. The package licensed is identified on the Order Form.

• Audiense Enrich. Identifier columns, Consumer Intent & Purchase Behavior columns, and Consumer Persona columns.

• Audiense Enrich for Healthcare. All of the above plus the Healthcare Profile Match columns. Healthcare Profile Match columns may be licensed to non-healthcare Customers only where stated on the Order Form.

Healthcare Profile Match columns are included only with Audiense Enrich for Healthcare and may be licensed to Customers purchasing Audiense Enrich only by separate quotation and where expressly stated on the applicable Order Form.

A.2 Matching

Records are matched at the household level using name and physical address as the primary match key. Audiense does not match on email address or telephone number. Audiense does not warrant any particular match rate; matched-record counts for a given file will be reported with each delivery.

A.3 Licensed Data

The Licensed Data returned with each matched record consists of the following column groups. Column names, values and definitions are as set out in the Audiense Enrich Data Dictionary (June 2026 edition, or the then-current edition provided to Customer) (the "Data Dictionary"), which forms part of the Documentation and is incorporated by reference.

Healthcare Profile Match values are demand intelligence about household profiles. They are not personal health data and do not identify or infer any individual's or household's health status, condition, diagnosis or treatment, consistent with Sections 11.3 and 14 of the Terms and Conditions.

Intent and Persona values are modeled or probabilistic outputs of Audiense's proprietary methodologies and are subject to Section 14 of the Terms and Conditions. A value of 3 indicates a look-alike inference; the underlying methodology is not differentiated in the delivered file.

The column groups, column counts, taxonomy, persona library, value scales and Documentation described in this Exhibit reflect the Licensed Data as of the Order Form date. Audiense may, in its sole discretion and without Customer's approval, add, remove, rename, consolidate, re-tier, re-model or otherwise modify columns, categories, personas, values, sources and delivery schemas at any time, including between refreshes, in accordance with Sections 1, 7 and 8 of the Terms and Conditions. Audiense will reflect any such change in the then-current Data Dictionary or File Legend delivered with the affected file; no amendment to the Order Form is required.

A.4 Data Sources and Provenance

Licensed Data is derived from Audiense's proprietary data assets and licensed third-party information, including observed purchase and transaction activity from Audiense's first-party purchase data network and online commerce signals; aggregated and anonymized location and visitation patterns; online pre-purchase intent signals; social, digital and real-world lifestyle indicators; and statistical look-alike modeling. Exhibit H (Third-Party Data Source Notices and Flow-Down Terms) and Exhibit I (Data Provenance & Permitted Regulatory Uses) apply.

A.5 Delivery, Format and Documentation

• Upload. Customer uploads its source file through Audiense's designated secure managed file transfer (MFT) platform. The source file should contain, at a minimum, first name, last name and postal address for each record, together with any Customer record identifier Customer wishes returned.

• Return format. CSV by default. Pipe-delimited or Parquet on request where stated on the Order Form.

• Legend. Each delivery is accompanied by a one-page plain-language File Legend, embedded as a header tab in the CSV or supplied as a companion document.

• Documentation. The Data Dictionary and File Legend constitute the Documentation for Enrich. The Documentation is descriptive of the Licensed Data as delivered from time to time and may be updated by Audiense at its discretion; the version delivered with a file governs that file.

• Delivery method. Batch append via secure file transfer. API delivery is not included in an Enrich Subscription; Exhibit E does not apply.

A.6 Audiense Action Platform

Each Enrich Subscription includes access to the Audiense Action platform (a hosted SaaS application) for the number of named Authorized Users stated on the Order Form. Action provides interactive exploration of persona and segment profiles, AI-assisted conversational analysis of Enrich segment data, and messaging recommendations. Action is a Commercial Data Product under the Terms and Conditions; Customer's use of Action is subject to the Permitted Purpose and the restrictions in Sections 10, 11 and 12. Audiense may add, modify or retire Action features in accordance with Section 8. Any data Customer uploads to or creates within Action is Customer-Contributed Data and is subject to Section 17 of the Terms and Conditions and Section A.13 below.

A.7 Refresh Frequency

Customer elects one refresh cadence on the Order Form: weekly, monthly or quarterly. On each scheduled refresh Audiense re-processes Customer's then-current source file (or the most recent file Customer has uploaded) and returns a fully refreshed enriched file. Each refresh is a separate delivery for purposes of Section 7 of the Terms and Conditions. Customer authorizes Audiense to host and retain Customer-Contributed Data during the Term for the purpose of performing scheduled refreshes and for the other purposes licensed under Section 17 of the Terms and Conditions.

A.8 Volume

Each Enrich Subscription includes processing of up to 500,000 unique records per Subscription Year. The record count is measured as the aggregate number of unique records submitted under the applicable Subscription across all deliveries and refreshes during the Subscription Year, whether or not a record is matched. Where Customer is authorized to process files for Authorized Clients, the record count will be aggregated across Customer’s and all Authorized Clients’ files under the applicable Subscription. Each unique record will be counted once during the Subscription Year, regardless of the number of files, deliveries, refreshes, or Authorized Clients in which the record appears. Volumes above the amount included in the applicable Subscription are subject to additional Fees as stated in the Order Form.

A.9 Geographic Coverage

United States households.

A.10 License Type

Internal Enterprise License. Customer may use the Licensed Data for the Permitted Purpose within its own organization, including integration into Customer's internal CRM, CDP, analytics and modeling environments. Affiliate use, agency use on behalf of clients, and any client delivery are not included unless expressly authorized on the Order Form.

A.11 Scope of Customer's License

The following are outside the scope of Customer’s license under an Enrich Subscription unless expressly authorized in an Order Document or separate written agreement: API access or delivery; channel-level breakouts of intent signals (online versus in-person); match-strength or confidence percentages; matching on email address or telephone number; precise geolocation data; and any right to use the Licensed Data for artificial-intelligence or machine-learning training, except as expressly authorized in an Order Document or separate written agreement pursuant to Section 11.1. The Licensed Data does not include individual-level health, medical, or protected health information. This Section limits only what Customer receives and may do; it does not limit any right of Audiense under Sections 1, 8, 14, 15, 16, or 17 of the Terms and Conditions.

A.12 Trial

Where the Order Form provides for a Trial Period, Audiense will process one source file of up to 10,000 records and return it enriched with the Licensed Data for the applicable package at no charge, together with the File Legend. The Trial Period is a fixed period stated on the Order Form (fourteen (14) days from the date Audiense delivers the trial file unless the Order Form states otherwise) and expires automatically at the end of that period without notice. Unless Customer has executed an Order Form for a paid Enrich Subscription before the Trial Period expires, Customer's license terminates on expiration and Customer shall, within five (5) business days, permanently delete all trial Licensed Data and every enriched, appended, derived or other record created from or incorporating it from all of Customer's systems, cease all use, and on request certify deletion in writing, in accordance with Section 3 of the Terms and Conditions. Trial data submitted by Customer is Customer-Contributed Data and is subject to Section 17 and Section A.13. The Audiense Commercial Data License General Terms & Conditions, including this Exhibit A and any applicable Trial Order Form, exclusively govern each Enrich Trial. Any separate Audiense Services Free Trial Agreement or other general free-trial terms do not apply to an Enrich Trial.

A.13 Customer-Contributed Data

All source files, record identifiers, and any first-party, transaction, purchase, loyalty, CRM, or other data Customer provides to Audiense in connection with an Enrich Subscription or Trial, including through the Action platform, are Customer-Contributed Data. Customer retains ownership of Customer-Contributed Data and grants Audiense the license set forth in Section 17.2 of the Terms and Conditions. During the Term, Audiense may host, store, retain, and process Customer-Contributed Data for scheduled refreshes and the other purposes authorized under Section 17. Audiense owns all Derived Data under Section 17.3 and, subject to the limitations therein, may use, license, commercialize, and otherwise exploit aggregated or legally de-identified Derived Data, including for the development, improvement, analytics, benchmarking, and commercialization of Audiense’s Commercial Data Products. Exhibit H governs Audiense’s processing of personal data contained in Customer-Contributed Data.

EXHIBIT B

COMMERCIAL DATA PRODUCTS

Audiense may provide any combination of:

• Consumer Intelligence
• Business Intelligence
• Audience Intelligence
• Market Intelligence
• Mobility Intelligence
• Geospatial Analytics
• Data Enrichment
• Identity Resolution
• Customer Append
• Household Append
• Market Segmentation
• Trade Area Analytics
• Benchmark Reports
• Predictive Models
• AI-Assisted Analytics
• Custom Datasets

Audiense reserves the right to enhance, replace, modify, discontinue, or expand Commercial Data Products.

EXHIBIT C

PERMITTED USE MATRIX

Unless otherwise restricted in an Order Document:

EXHIBIT D

PROHIBITED USE MATRIX

Customer shall not:

EXHIBIT E

INFORMATION SECURITY REQUIREMENTS

Audiense maintains commercially reasonable safeguards including:

• Encryption in transit
• Encryption at rest
• Access controls
• MFA
• Logging
• Monitoring
• Disaster Recovery
• Business Continuity
• Employee security training
• Vulnerability management
• Penetration testing
• Vendor risk management

Customer agrees to:

• Protect API keys
• Maintain MFA
• Limit Authorized Users
• Promptly notify Audiense of incidents
• Maintain reasonable endpoint security

EXHIBIT F

Service Level Agreement (SLA)

This Service Level Agreement (“SLA”) governs the hosted platforms and services and the batch-file enrichment services (collectively, the “Service”) provided by Buxton Company, LLC d/b/a Audiense and its affiliated entities and subsidiaries (“Audiense”) to customers (“Customer”) under Audiense’s Terms of Service or other applicable agreement between the Parties (“Agreement”).

1. Definitions

• Service Availability means the percentage of total time during which the Service is available to the Customer, excluding Scheduled Maintenance and other exclusions set forth in this SLA.
• Scheduled Maintenance means planned downtime for maintenance, upgrades, patches, or infrastructure improvements for which Audiense provides advance notice whenever reasonably practicable.
• Response Time means the time required for Audiense to acknowledge and begin addressing a reported issue.
• Resolution Time means the target time within which Audiense will use commercially reasonable efforts to resolve an issue or provide a workaround.
• Downtime means a period during which the Service is unavailable due to unplanned service interruptions, not otherwise excluded under this SLA.

Enrich Services means Audiense’s batch-file data enrichment services under which Customer submits an input file and Audiense processes and returns an enriched output file, rather than providing continuous access to a hosted platform.

Valid Input File means a Customer input file that is received through the agreed delivery method, conforms in all material respects to the applicable specifications, contains the required fields, is readable and free of malicious code, and is accompanied by all information reasonably necessary for Audiense to perform the Enrich Services.

Turnaround Time means the period beginning when Audiense confirms receipt of a Valid Input File and ending when Audiense makes the applicable enriched output file available to Customer through the agreed secure delivery method.

Business Day means Monday through Friday, excluding Audiense-observed holidays.

2. Service Availability

Service Uptime Commitment

For hosted platforms and services, Audiense commits to maintaining 99% Service Availability during each calendar month. Because Enrich Services are performed through batch-file processing and delivery, the Service Availability commitment and Downtime calculation do not apply to Enrich Services, which are governed by Section 3 below.

Downtime Exclusions

The following shall not be considered Downtime for purposes of calculating Service Availability:

• Scheduled Maintenance;
• Emergency maintenance necessary to preserve the security, integrity, or availability of the Service;
• Force majeure events, including natural disasters, acts of government, labor disputes, war, terrorism, civil unrest, pandemics, utility failures, or Internet disruptions;
• Failures of third-party services, platforms, telecommunications providers, cloud providers, or Internet service providers outside Audiense’s reasonable control;
• Customer systems, software, equipment, networks, or configurations;
• Customer misuse of the Service or violations of the Agreement;

Suspension of Service authorized under the Agreement.

3. Enrich Batch Processing and Delivery

Turnaround Commitment

Unless a different turnaround time is stated in the applicable Order Document, Audiense will use commercially reasonable efforts to deliver the enriched output file within five (5) Business Days after confirming receipt of a Valid Input File. If an Order Document specifies a different turnaround time, delivery schedule, volume tier, or service level for Enrich Services, the Order Document controls.

Input Validation and Start of Turnaround Time

Audiense will use commercially reasonable efforts to acknowledge receipt of an input file within one (1) Business Day. Audiense will notify Customer without undue delay after identifying that an input file is incomplete, corrupted, nonconforming, or otherwise not a Valid Input File. Turnaround Time does not begin until Audiense confirms receipt of a Valid Input File.

Delivery Window and Method

Delivery is timely if Audiense makes the enriched output file available through the mutually agreed secure delivery method by 5:00 p.m. Central Time on the applicable due date. Customer is responsible for maintaining access to and monitoring the agreed delivery location and for promptly notifying Audiense of any access issue.

Corrections and Redelivery

If an enriched output file materially fails to conform to the applicable specifications due to Audiense’s error, Customer must notify Audiense with reasonable detail within ten (10) Business Days after delivery. Audiense will acknowledge the notice in accordance with the support response targets in Section 4 and will use commercially reasonable efforts to correct and redeliver the affected file promptly and at no additional charge.

Turnaround Exclusions

Turnaround Time excludes delays caused by: (a) an invalid or nonconforming input file; (b) changes to requirements, specifications, scope, or volume requested by Customer after submission; (c) Customer’s failure to provide required information, approvals, access, or cooperation; (d) third-party data sources or services outside Audiense’s reasonable control; (e) force majeure events; or (f) any other cause outside Audiense’s reasonable control. Audiense will notify Customer of a material delay and provide a revised estimated delivery date when reasonably practicable.

Remedy for Missed Turnaround Commitment

If Audiense fails to meet the applicable Turnaround Time for reasons not excluded above, Customer may request a service credit equal to five percent (5%) of the fees attributable to the affected batch. Customer must submit the request within thirty (30) days after the applicable due date. The aggregate service credit for an affected batch will not exceed fifteen percent (15%) of the fees attributable to that batch. A failure to meet an Enrich turnaround commitment counts as an SLA breach for purposes of Section 5 only if Customer timely requests and Audiense approves the applicable service credit.

4. Support Services

• Support Hours: Audiense provides support Monday through Friday from 8:00 a.m. to 5:00 p.m. Central Time, excluding company-observed holidays.
• Support Channels: Support will be provided via email, phone and support portal.

Severity Levels: Audiense shall comply with the following Severity Level response targets during regular Business Days.

5. Issue Resolution and Escalation

• Initial Response: Audiense will respond to issues in accordance with the Response Time target.

• Escalation Process: If an issue is not resolved within the applicable Resolution Time target, Audiense will escalate it in accordance with its internal escalation practices to the appropriate technology or Enrich operations team.

• Compensation for Downtime: If Audiense fails to meet the Service Availability commitment for hosted platforms and services during any calendar month, Customer may request a service credit in accordance with the following schedule. Enrich turnaround failures are governed exclusively by Section 3.

To receive a service credit, Customer must submit a written request to Audiense within thirty (30) days following the end of the month in which the Service Availability commitment was not met. The request must include sufficient information reasonably necessary for Audiense to verify the claim.

Any approved service credit will be applied to future invoices for the affected Service. Service credits shall not exceed the total monthly fees paid by Customer for the affected Service during the applicable month.

For the avoidance of doubt, service credits provided under this Section are in addition to, and do not limit, any termination rights expressly provided elsewhere in this SLA or the applicable Agreement, including the right to terminate the Services following three (3) or more SLA breaches within any rolling twelve (12) month period.

• Breach of SLA - If Audiense breaches the same affected Service commitment three (3) or more times during any rolling twelve (12) month period, Customer may terminate the affected Service pursuant to the Agreement. Hosted-platform availability breaches and Enrich turnaround breaches will be tracked separately.

6. Scheduled Maintenance

• For hosted platforms and services, Audiense will notify Customer at least twenty-four (24) hours in advance of Scheduled Maintenance.
• Duration: Scheduled Maintenance will typically last no more than 2 hours, during off-peak hours. However, in the instance in which a significant need exists, maintenance windows may be extended and Customer will be notified.

7. Data Security and Encryption

Audiense maintains industry-standard administrative, technical, and organizational safeguards designed to protect Customer Data.

Encryption Standards

• Customer Data at rest is encrypted using AES-256 or equivalent industry-standard encryption.
• Customer Data in transit is protected using TLS 1.2 or higher.

Key Management

Encryption keys are managed using secure industry-standard practices with access restricted to authorized personnel.

Compliance

Audiense maintains security controls designed to support compliance with applicable legal and regulatory requirements, including GDPR, HIPAA (where applicable), and other relevant privacy and security frameworks.

Breach Notification

In the event of a confirmed security incident involving Customer Data, Audiense will provide notice without undue delay and, where legally required, within applicable regulatory notification periods.

8. Information Security

Audiense maintains a layered information security program designed to protect Customer Data and business systems.

Security measures include:

• Microsoft Active Directory and Entra ID identity management controls;
• Multifactor Authentication (MFA);
• Endpoint protection technologies;
• Firewalls and intrusion detection/prevention systems
• Transparent Data Encryption (TDE);
• SSL/TLS encryption;
• Data Loss Prevention (DLP) controls;
• Encrypted and immutable backups;
• AWS-hosted cloud infrastructure;
• Disaster recovery and business continuity procedures;
• Annual penetration testing;
• Regular vulnerability scanning;
• Executive Security Committee oversight.

Customer Data is hosted within the United States, and Audiense maintains disaster recovery capabilities designed to preserve data integrity and business continuity.

9. Exclusions

This SLA does not apply to:

• Downtime caused by factors outside Audiense’s reasonable control;
• Force majeure events;
• Third-party service interruptions;
• Customer-caused issues;
• Scheduled Maintenance;
• Agreed-upon service interruptions;
• Beta, preview, evaluation, or trial services.

10. Term

Effective Date: This SLA becomes effective upon Customer subscription to the Service and remains in effect until termination of the applicable Agreement.

EXHIBIT G
DATA PROCESSING ADDENDUM AND PRODUCT-SPECIFIC PROCESSING TERMS

G.1 Incorporation of DPA. Audiense’s (“DPA”) is incorporated into and forms part of the Agreement to the extent Audiense Processes Customer Personal Data on behalf of Customer in connection with the Services. Capitalized terms not defined in this Exhibit have the meanings given in the Agreement or DPA. In the event of a conflict between this Exhibit and the DPA with respect to the product-specific Processing activities described herein, this Exhibit controls; otherwise, the DPA controls with respect to the Processing of Customer Personal Data.

G.2 Customer Data Upload and Receipt. Customer may provide Customer Data to Audiense through Audiense’s designated managed file transfer (“MFT”) environment or another secure transmission method approved by Audiense. Audiense may receive, access, copy, stage, validate, organize, structure, and otherwise Process such Customer Data as reasonably necessary to provide the Services and perform the activities authorized under the Agreement.

G.3 Hosting and Retention During the Term. Subject to the Agreement, applicable Order Form, and DPA, Audiense may host and retain Customer Data for the duration of the applicable Term to provide, operate, maintain, secure, support, and improve the Services and to perform the Processing and other uses expressly permitted under Section 17 of the Agreement. Retention under this Section does not authorize any use or disclosure of Customer Personal Data beyond the purposes permitted by the Agreement, DPA, applicable Order Form, and Customer’s documented instructions.

G.4 Permitted Processing. Customer instructs and authorizes Audiense to Process Customer Personal Data as reasonably necessary to perform the Services and the activities expressly permitted under Section 17, including, as applicable, hosting, matching, enrichment, combination, analysis, generation of Results, security monitoring, troubleshooting, transmission or disclosure as authorized by Customer, and other Processing expressly contemplated by the applicable Order Form. Nothing in this Exhibit expands Audiense’s rights to sell, share, license, commercialize, or otherwise use Customer Personal Data beyond the rights expressly provided in the Agreement and DPA.

G.5 Deletion Following Termination. Upon expiration or termination of the applicable Order Form or Agreement, as applicable, Audiense will return, delete, or destroy Customer Data in accordance with Section 17.6 of the Agreement and the DPA. To the extent Section 17.6 establishes a shorter or more specific deletion period or requirement than the DPA, Section 17.6 will control with respect to Customer Data Processed under the Commercial Data License Services. Audiense may retain data only to the extent expressly permitted by Section 17.6, the DPA, or applicable law.

G.6 Protected Health Information. Customer shall not provide, upload, transmit, or otherwise make available to Audiense any “Protected Health Information” or “PHI,” as defined under HIPAA, unless Audiense has expressly agreed in writing to Process such PHI and the Parties have executed a Business Associate Agreement (“BAA”) applicable to such Processing before the PHI is provided to Audiense. Unless and until an applicable BAA has been executed, the Services are not intended to Process PHI, and Customer is responsible for ensuring that Customer Data submitted to the Services does not contain PHI.

G.7 Security and Subprocessors. Audiense will Process Customer Personal Data in accordance with the security, confidentiality, Subprocessor, and data-transfer requirements of the DPA. Customer acknowledges that Audiense may use the Subprocessors identified under the DPA to provide the Services, subject to the requirements and restrictions set forth therein.

EXHIBIT H

THIRD-PARTY DATA SOURCE NOTICES AND FLOW-DOWN TERMS

H.1 Third-Party Data. Certain Licensed Data may incorporate, be derived from, or be created using data, information, models, signals, or other materials licensed or otherwise obtained from third-party sources (“Third-Party Data”). Customer's use of Licensed Data incorporating Third-Party Data is subject to the Agreement, the applicable Order Form, and the additional restrictions set forth in this Exhibit.

H.2 General Restrictions. Customer shall use Third-Party Data and any Licensed Data incorporating Third-Party Data solely for the Permitted Uses authorized under the Agreement and applicable Order Form. Customer shall not use such data for any purpose prohibited by applicable law or the applicable restrictions identified below. Customer shall not attempt to obtain, reconstruct, extract, reverse engineer, or separately commercialize the underlying Third-Party Data or represent that Customer has obtained a direct license to any underlying third-party dataset.

H.3 Consumer Reference and Household Match Data. Licensed Data used for household or consumer matching may incorporate third-party consumer reference information. Such information and resulting matches:

(a) may be used only for the marketing, analytics, modeling, data-enhancement, and other purposes expressly authorized under the Agreement and applicable Order Form;

(b) shall not be used to determine or evaluate any individual's eligibility for credit, insurance, employment, housing, government benefits, or any other purpose governed by the Fair Credit Reporting Act or similar eligibility or consumer-reporting law;

(c) shall not be used for credit granting, credit monitoring, account review, debt collection, insurance underwriting, or employment screening;

(d) shall not be used to create or operate an individual-reference, people-search, background-screening, or similar service;

(e) shall not be sold, sublicensed, distributed, or otherwise made available as a standalone consumer reference database or for use in developing a competing consumer-data product; and

(f) shall be subject to applicable direct-marketing, suppression, opt-out, privacy, security, retention, and deletion requirements contained in the Agreement and applicable Order Form.

Customer receives no ownership interest in, or direct license to, the underlying third-party consumer reference data.

EXHIBIT I

DATA PROVENANCE & PERMITTED REGULATORY USES

This Exhibit I forms part of the Agreement between Audiense (“Audiense”) and Customer and applies to all Licensed Data unless otherwise stated in an applicable Order Document.

1. Purpose

This Exhibit describes the general categories, provenance, and permitted regulatory uses of Licensed Data made available by Audiense. The purpose of this Exhibit is to provide transparency regarding the origin of Licensed Data, the methodologies used to develop Licensed Data, and the legal and contractual limitations applicable to its use.

Nothing in this Exhibit expands Customer's license rights or modifies any restrictions contained elsewhere in the Agreement.

2. Data Provenance

Licensed Data may consist of one or more of the following categories of information, which may be combined, normalized, enhanced, modeled, scored, aggregated, or otherwise processed by Audiense using proprietary methodologies.

(a) Proprietary Data

Information created, developed, aggregated, modeled, enhanced, inferred, or otherwise generated by Audiense through its proprietary methodologies, algorithms, analytics, software, or commercial processes.

(b) Licensed Third-Party Data

Information lawfully licensed from commercial data providers, strategic partners, government contractors, data brokers, measurement providers, research organizations, or other third-party licensors.

Certain Licensed Data may remain subject to additional contractual restrictions imposed by such licensors.

(c) Publicly Available Information

Information lawfully obtained from publicly available sources, including governmental records, public filings, open data repositories, business directories, publicly accessible websites, and other legally available public information.

Availability of publicly available information may change over time.

(d) Customer-Contributed Data

Where applicable, Licensed Data may incorporate Customer-Contributed Data supplied by or on behalf of Customer pursuant to the Agreement.

Customer represents and warrants that it possesses all necessary rights, permissions, notices, and legal authority to provide such Customer-Contributed Data.

Customer-Contributed Data remains subject to the ownership provisions contained elsewhere in the Agreement.

(e) Modeled and Derived Data

Licensed Data may include information that has been statistically modeled, inferred, estimated, predicted, aggregated, scored, classified, anonymized, pseudonymized, enriched, or otherwise derived from one or more underlying data sources.

Modeled or derived data represents predictive or probabilistic outputs and should not be interpreted as statements of historical fact regarding any individual.

3. Data Quality

Audiense employs commercially reasonable procedures intended to improve the accuracy, completeness, and usefulness of Licensed Data.

Because Licensed Data originates from multiple independent sources and may include modeled information:

• individual records may contain inaccuracies or become outdated;

• information may change without notice;

• records may differ from other commercially available datasets;

• no dataset is complete with respect to any geographic area, consumer population, business, or event.

Customer acknowledges that commercial datasets naturally evolve over time.

4. Permitted Uses

Unless otherwise restricted by the Agreement or applicable law, Customer may use Licensed Data solely for its internal business purposes as authorized under the applicable Order Document, including:

• market analysis;

• consumer insights;

• audience segmentation;

• marketing analytics;

• advertising planning;

• location intelligence;

• customer analytics;

• business intelligence;

• strategic planning;

• research;

• measurement;

• data enrichment;

• other lawful commercial purposes expressly authorized by the Agreement.

5. Prohibited Regulatory Uses

Unless expressly authorized in writing by Audiense and all required third-party licensors, Customer shall not use Licensed Data:

(a) Fair Credit Reporting Act

to determine eligibility for:

• credit;

• insurance;

• employment;

• housing;

• government benefits;

• education;

• or any purpose regulated by the Fair Credit Reporting Act ("FCRA").

Licensed Data is not a "consumer report" as defined by the FCRA.

(b) Healthcare

to diagnose, treat, or make medical decisions regarding any individual;

to create medical records;

or in any manner regulated by HIPAA as Protected Health Information unless expressly agreed in writing.

(c) Financial Services

to make lending, underwriting, banking, financial suitability, or similar regulated financial decisions governed by the Gramm-Leach-Bliley Act or comparable laws.

(d) Children's Data

to identify, profile, target, or market to children in violation of COPPA or applicable children's privacy laws.

(e) Consumer Health Privacy Laws

to identify, infer, target, or process protected consumer health information in violation of applicable state consumer health privacy laws, including without limitation:

• Washington My Health My Data Act;

• Nevada Consumer Health Data Privacy Law;

• Connecticut Consumer Health Data Law;

• or substantially similar legislation.

(f) Government or Law Enforcement

for surveillance, criminal investigations, immigration enforcement, predictive policing, national security screening, or any governmental activity prohibited by applicable law unless expressly authorized by applicable law and the Agreement.

(g) Discriminatory Uses

to unlawfully discriminate against individuals or protected classes under applicable federal, state, or international law.

6. Customer Compliance

Customer is solely responsible for determining whether its intended use of Licensed Data complies with:

• applicable laws;

• regulatory guidance;

• industry standards;

• contractual obligations;

• internal governance policies.

Customer shall not rely upon Audiense to determine Customer's legal compliance.

7. Third-Party Licensing Restrictions

Certain portions of Licensed Data may originate from third-party licensors.

Customer agrees to comply with any additional use restrictions identified in:

• an Order Document;

• Documentation;

• product-specific terms;

• or separate Third-Party Data Schedules.

Where a conflict exists, the more restrictive provision shall govern.

8. No Legal Advice

Nothing contained in this Exhibit constitutes legal, regulatory, compliance, accounting, or professional advice.

Customer should consult its own legal advisors regarding compliance with applicable laws governing its use of Licensed Data.

9. Changes to Data Sources

Audiense may, in its discretion and without liability:

• add;

• remove;

• replace;

• supplement;

• modify;

• or discontinue

any underlying data source, methodology, model, enrichment process, or Licensed Data component, provided such changes do not materially reduce the functionality of the Licensed Data purchased by Customer during the applicable subscription term.

10. Order of Precedence

If this Exhibit conflicts with an applicable Order Document regarding permitted uses of Licensed Data, the Order Document shall control solely with respect to the applicable Licensed Data identified therein. All other provisions of this Exhibit shall remain in full force and effect.

EXHIBIT J

PRIVACY RIGHTS & CONSUMER REQUEST RESPONSIBILITIES

This Exhibit J forms part of the Agreement between Audiense ("Audiense") and Customer and applies to the extent Licensed Data or Customer-Contributed Data is subject to Applicable Privacy Laws.

Nothing in this Exhibit modifies the allocation of ownership rights or intellectual property set forth elsewhere in the Agreement.

1. Purpose

The Parties acknowledge that Applicable Privacy Laws may provide individuals with certain rights regarding personal information, including rights of access, correction, deletion, portability, opt-out, restriction of processing, appeal, and similar statutory rights.

This Exhibit allocates the Parties' respective responsibilities for responding to such requests.

2. Definitions

For purposes of this Exhibit:

"Applicable Privacy Laws" means all applicable federal, state, provincial, national, and international laws governing privacy, data protection, or the processing of personal information, including, where applicable, the California Consumer Privacy Act, as amended by the California Privacy Rights Act ("CCPA/CPRA"), the Virginia Consumer Data Protection Act ("VCDPA"), Colorado Privacy Act ("CPA"), Connecticut Data Privacy Act ("CTDPA"), Utah Consumer Privacy Act ("UCPA"), Oregon Consumer Privacy Act ("OCPA"), Texas Data Privacy and Security Act ("TDPSA"), the EU GDPR, the UK GDPR, and any successor legislation.

"Consumer Request" means any request made by or on behalf of an individual seeking to exercise rights under Applicable Privacy Laws.

3. Independent Compliance

Each Party shall independently comply with Applicable Privacy Laws applicable to its own collection, use, disclosure, licensing, sale, sharing, or other processing of personal information.

Nothing in this Agreement transfers either Party's statutory compliance obligations to the other except as expressly stated herein.

4. Customer Responsibilities

Customer shall be solely responsible for:

(a) providing all required privacy notices;

(b) obtaining all legally required consents, permissions, or authorizations;

(c) honoring consumer requests relating to Customer-Contributed Data;

(d) determining the legal basis for Customer's use of Licensed Data;

(e) maintaining records required by Applicable Privacy Laws;

(f) ensuring Customer's downstream users comply with Applicable Privacy Laws.

5. Audiense Responsibilities

Audiense shall remain responsible for responding to Consumer Requests relating solely to personal information maintained by Audiense in connection with its own business operations where required under Applicable Privacy Laws.

Nothing in this Agreement requires Audiense to respond directly to Consumer Requests relating solely to Customer-Contributed Data maintained by Customer.

6. Customer-Contributed Data

Where Customer submits Customer-Contributed Data to Audiense:

(a) Customer represents that it possesses all necessary legal rights to provide such information;

(b) Customer remains responsible for responding to Consumer Requests relating to such information;

(c) Customer shall promptly notify Audiense of any Consumer Request requiring deletion, correction, restriction, or suppression of Customer-Contributed Data maintained by Audiense.

Upon receipt of such notice, Audiense shall use commercially reasonable efforts to assist Customer in complying with such request to the extent required by Applicable Privacy Laws and the Agreement.

7. Licensed Data

Unless otherwise required by Applicable Privacy Laws or expressly agreed in writing:

(a) Customer shall direct any Consumer Requests relating to Licensed Data back to Audiense;

(b) Audiense shall determine whether Applicable Privacy Laws require modification, deletion, suppression, correction, or restriction of Licensed Data maintained by Audiense;

(c) Customer shall implement any updates, suppression files, deletion files, or correction files provided by Audiense within a commercially reasonable period.

8. Deletion Requests

Where Applicable Privacy Laws require deletion of Licensed Data:

(a) Audiense may satisfy such obligation by deleting, suppressing, anonymizing, de-identifying, or otherwise restricting future disclosure of the applicable record as permitted by law;

(b) Customer shall promptly delete or suppress Licensed Data where required under this Agreement or Applicable Privacy Laws.

Nothing herein requires Audiense or Customer to delete information that may lawfully be retained under Applicable Privacy Laws.

9. Correction Requests

Where legally required, Audiense may issue corrected records, updated datasets, suppression files, or replacement records.

Customer agrees to implement commercially reasonable updates provided by Audiense.

10. Opt-Out Requests

Where Applicable Privacy Laws provide individuals the right to opt out of targeted advertising, profiling, sale, or sharing of personal information:

(a) each Party shall honor opt-out requests applicable to its own processing activities;

(b) Customer shall not knowingly use Licensed Data in a manner inconsistent with any suppression lists, opt-out indicators, or similar restrictions provided by Audiense.

11. Requests Received by the Wrong Party

If either Party receives a Consumer Request that clearly relates to the other Party:

(a) it may redirect the individual to the appropriate Party;

(b) it may notify the other Party;

(c) neither Party shall be responsible for responding on behalf of the other unless otherwise required by law.

12. Cooperation

The Parties shall reasonably cooperate regarding Consumer Requests where cooperation is reasonably necessary to comply with Applicable Privacy Laws.

Neither Party shall be required to disclose Confidential Information, trade secrets, proprietary algorithms, source code, scoring methodologies, or information protected by attorney-client privilege.

13. Legal Exceptions

Nothing in this Exhibit requires either Party to:

• violate Applicable Privacy Laws;

• disclose confidential or proprietary information;

• disclose trade secrets;

• disclose proprietary models or algorithms;

• identify confidential data sources;

• retain information longer than legally required; or

• delete information that may lawfully be retained under statutory exemptions.

14. Regulatory Investigations

Each Party shall promptly notify the other of any governmental inquiry, investigation, subpoena, or enforcement action that materially relates to Licensed Data or Customer-Contributed Data under this Agreement, unless prohibited by law.

The Parties shall reasonably cooperate in responding to such matters.

15. Survival

This Exhibit survives expiration or termination of the Agreement for so long as either Party retains Licensed Data or Customer-Contributed Data subject to Applicable Privacy Laws.

For the avoidance of doubt, where Audiense processes Customer-Contributed Data as a processor or service provider on behalf of Customer, the Parties' respective rights and obligations shall additionally be governed by the applicable Data Processing Addendum ("DPA"). In the event of a conflict between this Exhibit and the DPA with respect to such processing activities, the DPA shall control.