Terms and services

Demand Matic Terms of Service

Welcome to Demand Matic Terms of Use (the "Terms"). These Terms govern your (hereafter " you", "your" or "user ") use of this website and the products and services available at this website, Demand Matic, and any related website linked to this URL address, (collectively the " Site") and/or created, controlled or operated by Demand Matic, Inc. (hereafter "Demand Matic ", "we" "us " or "our"). The Site features Demand Matic proprietary technology in its various forms and other services Demand Matic may make available from time to time (collectively, the "Service"). By accessing the Site or using any part of the Service, you agree to be bound by these Terms. If you do not agree to these Terms, then you may not access the Site or use the Service.

1. General Use.

Subject to these Terms, Demand Matic hereby grants you a limited, non-exclusive, and non-transferable license to use the Site. You can simply visit and use the Site and you do not need to register with Demand Matic to do so. We reserve the right to modify these Terms at any time. By continuing to access or use the Site or Service, you agree to such modifications.

2. Intellectual Property, Digital Millennium Copyright Act (DMCA) and Takedown Notice.

2.1 Intellectual Property Ownership and Use. You acknowledge and agree that all of our trademarks, logos, copyrights, and all other intellectual property rights in all material or content contained within the Site shall remain at all times vested in us. You may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Site or its materials in any manner. In cases where we use material or content under authority from a third party, such rights remain vested in the owner of such material or content. All Site content and all materials contained within the Site are owned by Demand Matic or used by Demand Matic under authorization, and are protected by applicable trademark and copyright laws.

2.2. DMCA. If you believe that your work has been copied and posted on the Site or through Demand Matic Service in a way that constitutes copyright infringement, please provide us with the following information:

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
(b) a description of the copyrighted work that you claim has been infringed;
(c) a description of where the material that you claim is infringing is located on the Site or in our Service;
(d) your address, telephone number, and email address;
(e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Please send all of the above information to:
By e-mail: [email protected]
If you do not send us all of the required information, your notice/request may not be valid.

2.3. If you believe any of your other intellectual property rights, have been violated, please follow the same information and a takedown request sent to: [email protected]

2.4 Notice and Takedown. Demand Matic does not control the content on its network however, we require our advertisers to comply with certain advertising guidelines. Despite various safeguards, Demand Matic recognizes that from time to time (i) advertiser content may be in breach of relevant copyright laws, contain references which may be regarded as defamatory, promote fake news and/or contain fraudulent or misleading information or links; or (ii) advertisements may appear alongside content which the advertiser determines is not brand safe or per their guidelines. If you have identified content of this nature, please email [email protected] with the following information (i) your contact details (ii) the full details of the material in question (iii) the URL where you found the material and; (iv) the reason for your request e.g. complaint about defamatory content. Upon receipt of your notification, Demand Matic will comply with the following Notice and Takedown procedure: (a) Demand Matic will endeavour to acknowledge receipt of your complain by email and within 48 hours of receipt. (b) Following confirmation of receipt, Demand Matic will commence an investigation to access the validity and plausibility of the complaint. If Demand Matic determines that the initial complain may be valid pending further investigation, Demand Matic may temporarily suspend or remove a particular campaign from its network. (c) Demand Matic may contact the relevant advertiser who is responsible for the content, it relevant. If Demand Matic does so, the advertiser will be notified that their content is subject to a complaint, under what grounds and will be encouraged to address the complaints concerned. If relevant, the complaint and the advertiser will be encouraged to resolve the issue swiftly and amicably and to the satisfaction of both parties. (d) Following the finalization of Demand Matic investigation, Demand Matic may: - allow the advertiser to continue to display the content unchanged; or - allow the advertiser to continue to display the content with changes; or - permanently remove the content from its network and usually within 48 hours of Demand Matic determining this is the appropriate course of action.

4. Disclaimer of Warranties and Limitation of Liability.

Demand Matic EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH THE SITE. EXCEPT FOR BODILY INJURY, IN NO EVENT WILL Demand Matic OR ITS AGENTS BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SITE, THE SERVICE, AND THE DATA, WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SITES; OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $1,000. ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. Demand Matic DISCLAIMS ALL LIABILITY OF ANY KIND OF Demand Matic AGENTS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. YOU UNDERSTAND AND AGREE THAT YOUR SOLE RIGHT AND REMEDY AGAINST Demand Matic IS TO DISCONTINUE USE OF THE SITE.

5. Indemnity.

You agree to indemnify, defend and hold harmless Demand Matic, its parents, subsidiaries, affiliates, customers and vendors, and their respective officers, directors and employees from any liability, damage, cost, or fees (including reasonable attorneys' fees) arising from: (i) any claim or demand made by any third party due to or arising out of your access to the Site; (ii) your use of the Service or Site, and/or violation of the Terms; (iii) or the infringement by you, or any third party using your Demand Matic account, of any intellectual property or other right of any person or entity.

6. Governing Law.

6.1. These Terms shall be governed by and construed in accordance with the laws of the State of New York in the United States, without regard to its choice of law provisions. You agree to submit to personal jurisdiction in the State of New York and further agree that any cause of action arising from or relating to the use of the Site or these Terms shall be brought exclusively in the Federal or State Courts residing in New York, New York.

To the fullest extent of the law, you agree that any claim or cause of action arising from or relating to use of the Site or these Terms must be filed within one (1) year after such claim or cause of action arose, or be forever barred.

6.2. Under California Civil Code Section 1789.3, residents of California who use the Site are entitled to know that they may file grievances and complaints with: Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210, or by email

7. Termination.

Demand Matic, in its sole discretion, may terminate or suspend use of the Sites at any time for any reason or for no reason at all, without prior notice or liability to you. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

8. Miscellaneous.

8.1. We are not responsible for the availability of any websites, applications, or other offerings owned or controlled by third-parties. We do not endorse and are not responsible or liable for, directly or indirectly, the operation of such third-party websites, their privacy practices and/or the content (including misrepresentative or defamatory content), including (without limitation) any advertising, products, or other materials or services on or available from such websites or resources; nor for any damage, loss, or offense caused or alleged to be caused by, or in connection with, the use of or reliance on any such content, goods, or services available on such third-party external sites or resources.

8.2 When using the Site, you agree to comply with all laws in your jurisdiction (including but not limited to copyright laws) and not use the Site for any purpose that is unlawful or prohibited by these Terms. By way of example, you shall not: (i) post or transmit any communication or solicitation intended to obtain password, account, or private information from any Demand Matic user; (ii) create or submit spam to any Demand Matic users or any URL; (iii) use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission; (iv) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site or Service; and (v) bypass any measures we may use to prevent or restrict access to the Site.

8.3. If any part of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed to be severable from these Terms and shall not affect the validity and enforceability of any of the remaining provisions of the Terms.

9. Electronic Communications.

Please send any questions or concerns regarding these Terms to [email protected]. By communicating with us electronically you acknowledge that communications by email are not considered confidential.

Services Agreement

This Demand Matic Platform Master Service Agreement, including the Order Form and any terms set forth in a schedule or exhibit hereto (collectively, this "Agreement"), dated as of Effective Date on the Order Form entered into by Demand Matic, Inc. ("Demand Matic") and the customer whose details are set forth on the Order Form.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

"Advisory Services" means the support and assistance services that Demand Matic provides to Customer in relation to with Customer's content advertising campaign set up and management, as well as proactive campaign monitoring. Customer will be solely responsible for managing any campaigns including making any changes (e.g., including, but not limited to bid prices, start and stop dates and times, and spend allocations).

"Agency" or "Managed Service Provider" means the advertising, media or creative agency or other professional services company that will provide services to a Client in order to conduct advertising campaigns on the client's behalf through the Demand Matic Platform.

"Applicable Law" means a law, rule, regulation, declaration, decree, directive, statute, or other enactment, order, mandate or resolution issued or enacted by any government entity (including any domestic or foreign, supranational, national, state, county, municipal, local, territorial or other government), or applicable guidelines or principles issued by any governmental entity.

"Client" means Customer or an advertising client of Customer.

"Content" means text, images, documents, materials, photos, audio, video, and all other forms of data or communication.

"Customer" means the entity contracting with Demand Matic in order to use the Demand Matic Platform. If the Customer is an Agency, then Customer may be referred to as Customer or Agency. "Customer Content" means all Content made available by Customer or its Users to Demand Matic for use in connection with the Services or that is otherwise uploaded onto the Demand Matic Platform by or on behalf of Customer or its Users.

"Data Protection Laws" means any applicable Data Protection Laws. It shall include (a) the Data Protection Directive 95/46/EC and ePrivacy Directive 2002/58/EC as implemented by countries within the EEA, (b) the General Data Protection Regulation (EU) 2016/679 ("GDPR") and/or (c) other Laws that implement the Laws that are identified in (a) and (b) above. The terms "Personal Data", and "Processing" shall have the same meaning ascribed to them under the GDPR.

"Force Majeure" is defined as acts of God, terrorism, labor action, fire, flood, earthquake, governmental acts, order, or restriction, denial of service attacks and other malicious conduct, utility failures, or any other cause of Service unavailability that was beyond Demand Matic's reasonable control.

"Media Spend" means the actual cost for impressions displayed within Demand Matic's network of third-party partners. Media Spend may refer to Total Spend for the sake of calculating fees. Customers should refer to the Demand Matic Platform dashboard for all applicable fees.

"Objectionable Content" means any viruses, malware or malicious code, as well as any Content or links to web sites that contain Content (or further links to content) which could be reasonably construed as illegal, unethical, defamatory, obscene, hateful, libelous, or that otherwise could be reasonably determined to reflect negatively, in a material way, upon Demand Matic's reputation or that of Demand Matic's customers, or that infringes upon the rights of any third party.

"Platform Credits" means the amount of credit that Demand Matic will provide to the Customer through Customer's account on the Demand Matic Platform. Platform Credits are used to fund campaign budgets created and managed by the Customer on the Demand Matic Platform. Campaign budgets are used to buy media programmatically via the Demand Matic Platform.

"Platform Services" means the hosted software-as-a-service offering made available by Demand Matic to Customer via the Demand Matic Platform, as more fully described in Exhibit A. "Professional Services" means the additional services (if any) that may be provided by Demand Matic personnel on behalf of Customer pursuant to a separate Statement of Work ("SOW"). "Seat" means a written contractual relationship with a supplier (e.g., Demand Matic, Appnexus, Google AdExchange, etc.) governing the terms of ad inventory supply and purchase from such supplier, including a direct billing relationship between the Seat holder and supplier.

"Services" means the Demand Matic Platform services.

"Scheduled Maintenance" is defined as any maintenance performed during Demand Matic's standard maintenance windows and any other maintenance of which Customer is given at least forty-eight (48) hours advance notice. Demand Matic may perform maintenance on some or all of the Demand Matic Platform in order to upgrade hardware or software that operate or supports the Demand Matic Platform, implement security measure, or address any other issues it deems appropriate for the continued operation of the Demand Matic Platform.

"Third Party Terms" means the terms and conditions for use of services from third parties made available to Customer through the Demand Matic Platform, as described in Exhibit B. "Total Spend" means the sum of all spend recorded in the Demand Matic Platform, inclusive of Media Spend, data costs (as applicable) and Platform Fees, based on Demand Matic's reporting metrics.

"User" means an employee, agent or contractor of Customer or its Client who has been authorized by Customer to use the Services on behalf of Customer and its Clients. "Demand Matic Content" means all Content made available by Demand Matic to Customer in connection with Customer's use of the Services or that is otherwise uploaded onto the Demand Matic Platform by Demand Matic on behalf of Customer or its Users.

"Demand Matic Platform" means Demand Matic's proprietary dashboard used to buy online media, flight and manage campaign(s),and drive traffic to various forms of native and content advertisements through real time and non-real time buys.

2. Services

(a) License. Subject to the terms and conditions of this Agreement (including the timely payment of all applicable fees), Demand Matic hereby grants Customer and its Users a non-exclusive, non-transferable, right and limited license to access and use the Services during the term of this Agreement solely for use on behalf of Customer and its Clients. Customer will ensure that Customer and its Users comply with the terms and conditions of this Agreement, all Applicable Law and Data Protection Laws, and the Third-Party Terms set forth on Exhibit B hereto, as applicable. As between Customer and Demand Matic, Customer shall be solely responsible for ensuring that its use of the Services complies with all self-regulatory best practice standards including, but not limited to the IAB Code of Conduct, Network Advertising Initiatives (NAI) Self-Regulatory Principles, the NAI Web Beacon Guidelines and the FTC Self-Regulatory Principles for Online Behavioral Advertising.

(b) Demand Matic does not guarantee: (i) the placement, positioning or the timing of delivery of any Customer Content, (ii) clicks or impressions, or (iii) conversions. In no event shall Demand Matic be liable for failure to deliver traffic to Customer Content. Once Platform Credits designated in an Order Form are used in total, Customer Content will no longer be distributed via the Demand Matic Platform. However, an end-user may still click on Customer Content that was served prior to the budget being fulfilled. As a result, Customer may be charged up to twenty percent (20%) more than the pre-designated budget for clicks delivered during this time

(c) Equipment. Customer is responsible for procuring and maintaining the equipment and network connections necessary to remotely connect to the Services. Customer shall not attempt to access any other of Demand Matic's systems, programs or data that are not made available for Customers use in connection with the Services.

(d) Customer Responsibility/Restrictions. Customer is solely responsible for (i) all activities conducted under its logins (including its Users' logins) within the Demand Matic Platform and for its Users' compliance with this Agreement; (ii) protecting its login and password to the Demand Matic Platform and (iii) and any requests or changes made by Customer (or its Users') within the Demand Matic Platform. If Customer is utilizing Demand Matic's automation feature within the Demand Matic Platform, Customer grants Demand Matic the right to set and modify Customer's bidding at Demand Matic's discretion to aid in achieving Customer's goals for its campaign(s). If Customer requests Demand Matic to make changes to its campaign(s) on Customer's behalf, all such requested changes must conveyed previously in writing. Unauthorized use, resale or commercial exploitation of the Demand Matic Platform in any way is expressly prohibited. Customer represents and warrants (i) it will not upload to or otherwise authorize or permit any Objectionable Content to run through the Demand Matic Platform and that any ads or data being authorized or permitted by Customer to run through the Demand Matic Platform will be free of viruses and malicious code (ii) it is authorized to act on behalf of each of its Clients, will ensure that such Clients and all Users comply with the applicable terms and conditions of this Agreement and will be liable for the acts and omissions of such Clients and Users in connection with Demand Matic Platform provided under this Agreement or for any breach of this Agreement by such Clients or Users; (iii) it will not attempt to interfere with or disrupt the integrity or performance of the Demand Matic Platform or the data contained therein or attempt to gain unauthorized access to the Demand Matic Platform or its related systems or networks, and (iv) it will not directly or indirectly reverse engineer, prepare derivative works of reverse compile or disassemble the Demand Matic Platform or any portion thereof or permit any User or third party to do the same. Customer shall also be solely responsible for maintaining the security of any passwords and/or access codes assigned and shall immediately notify Demand Matic if Customer becomes aware of any loss or theft or unauthorized use of any of Customers passwords or user accounts. Demand Matic reserves the right, upon notice to Customer, to terminate any User's rights to access the Demand Matic Platform if such User has violated any of the terms, conditions or restrictions contained in this Agreement.

3. Service Level Objective

(a) Service Level. Demand Matic's service level objective is to make commercially reasonable efforts to provide Service Availability of 99% as measured on a monthly basis ("Service Availability Objective"). "Service Availability" is defined as the time that the Service is capable of receiving, processing, and responding to requests, excluding Scheduled Maintenance and Force Majeure. Service Availability is calculated as a percentage by dividing the number of minutes the Service is available during the applicable month by the number of total minutes in the applicable month, excluding in all cases Scheduled Maintenance and Force Majeure. Demand Matic will provide notice of downtime on https://one.Demand Matic.com and through registered user accounts.

(b) Remedy for Failure to Achieve Service Demand Matic's Service Level Objective. If either (i) Demand Matic fails to achieve the System Availability Objective set forth above for thirty (30) consecutive days in a row or sixty (60) days in any twelve (12) month period or (ii) Demand Matic's Service Availability is less than 50% for ten (10) consecutive days, Customer shall be entitled, as its sole remedy, to terminate this Agreement for convenience upon written notice to Demand Matic in which case Customer shall receive a refund of any prepaid, unused fees paid hereunder to Demand Matic.

4. Payment

(a) Payment. Customer will pay its Total Spend and all applicable fees (as set forth on the Order Form) and media costs associated with any Third-Party Terms, and any applicable taxes, thirty (30) days from receipt of Demand Matic's invoice. This includes any and all fees incurred by Customer, Customer's Clients, or Customer's Users related to the use of the Demand Matic Platform. Payments may be made by ACH, check, wire transfer or other means expressly agreed to in writing by Demand Matic. All payments will be made in US Dollars, unless otherwise agreed on an Order Form. For the avoidance of doubt, Customer shall be billed for Total Spend regardless of any cost-per-click denoted by Customer in the Demand Matic Platform. Further, if Customer is utilizing Demand Matic's automatic bidding feature, Customer grants Demand Matic the right to set and modify Customer's cost-per-click at Demand Matic's discretion to aid in achieving Customer's targets for its campaign; provided however, for clarity Customer will only be charged on a cost per impression basis. For the avoidance of doubt and notwithstanding anything to the contrary contained herein or any Order Form, Customer shall be charged all fees and costs specified in the Demand Matic Platform. To the extent of any conflict between this Agreement and the Demand Matic Platform, the Demand Matic Platform shall control.

(b) Late Payment. Customer agrees to pay a late charge of two percent (2%) per month (or part of a month, or the maximum lawful rate permitted by Applicable Law, whichever is less), for all amounts, not subject to a good faith dispute, and not paid within sixty (60) days of being due. Customer shall be solely and exclusively responsible for the payment of required federal, state and local taxes arising from or relating to the Services rendered hereunder, except for taxes related to the net income of Demand Matic and any taxes or obligations imposed upon Demand Matic under federal, state and local wage laws. Customer will also reimburse Demand Matic for all costs and expenses Demand Matic incurs in collecting or seeking to collect any late payments that are not disputed in good faith (including court costs and reasonable attorneys' fees). Demand Matic also reserves the right to suspend or terminate Customer's use of the Service until Customer has paid all amounts due and to charge Customer for all costs of collection, including collection agency and reasonable legal fees and court costs. Customer authorizes Demand Matic to investigate Customer's credit record. If applicable, Customer agrees to provide such further financial information and documentation as may be required from time to time by Demand Matic as a condition for the continued extension of credit. Customer acknowledges and agrees that any account, credit card and related billing and payment information which Customer provides to Demand Matic may be shared by Demand Matic with companies who work on Demand Matic's behalf solely for the purpose of performing credit checks, effecting payment to Demand Matic, collecting debts owed to Demand Matic and/or servicing Customer's account. Demand Matic may, in its sole discretion, extend, revise or revoke credit at any time.

(c) Payment Dispute. If Customer disputes any charge or amount on any invoice and such dispute cannot be resolved promptly through good faith discussions between the parties, Customer shall pay the amounts due under this Agreement less the disputed amount, and the parties shall diligently proceed to resolve such disputed amount. An amount will be considered disputed in good faith if (i) Customer delivers a written statement to Demand Matic on or before seven (7) days after invoice has been issued, describing in detail the basis of the dispute and the amount being withheld by Customer, (ii) such written statement represents that the amount in dispute has been determined after due investigation of the facts and that such disputed amount has been determined in good faith, and (iii) all other amounts due from Customer that are not in dispute have been paid as and when required under this Agreement.

5. Ownership

(a) Customer Ownership. Customer retains ownership of all right, title and interest in and to all Customer Content. During the Term of this Agreement, Customer hereby grants to Demand Matic a limited, worldwide, non-exclusive, royalty free right to use, display, transmit, and distribute the Customer Content solely as necessary to provide the Services to Customer. Except as provided in this Agreement, Customer shall be solely responsible for providing, updating, uploading and maintaining all Customer Content. The accuracy of Customer Content shall be Customer's sole responsibility. Customer has the right and authorizes Demand Matic to place the Customer Content within the Service, and is solely responsible for determining the propriety and legality of the Customer Content. In addition, Customer Content must comply with Demand Matic's Advertising Guidelines, as may be updated from time to time by Demand Matic.

(b) Demand Matic Ownership. Customer acknowledges and agrees that (i) as between Demand Matic and Customer, all right, title and interest in and to the Demand Matic Platform, the Services and all derivatives thereof (including any and all patents, copyrights, trade secret rights, trademarks, trade names and other proprietary rights embodied therein or associated therewith) are and shall remain with Demand Matic or its licensors, and Demand Matic in no way conveys any right or interest in the Demand Matic Platform or the Services other than a limited license to use them in accordance with the terms of this Agreement, and (ii) the Demand Matic Platform and the Services are works protected by copyright, trade secret, and other proprietary rights and laws. As between Customer and Demand Matic, Demand Matic will also own all data derived from use of the Demand Matic Platform and may use and disclose such data (i) to provide the Services and for internal media planning purposes, (ii) as aggregate Services statistics, which will not include personally identifiable information or identify Customer or its Clients, and (iii) if required by court order, law or governmental or regulatory agency (after giving reasonable notice to Customer, if permitted). Notwithstanding the foregoing, nothing herein shall prohibit Demand Matic from using anonymous aggregated data for purposes of system performance and tuning. The Demand Matic name, the Demand Matic logo, and the product names associated with the Services are trademarks of Demand Matic or third parties, and no right or license is granted to use them. Customer shall not remove any Demand Matic trademark or logo from the Services. Demand Matic retains ownership of all right, title and interest in and to all Demand Matic Content. During the term of this Agreement, Demand Matic grants to Customer a limited, worldwide, non-exclusive, royalty free right to use, display, transmit, and distribute the Demand Matic Content solely in connection with Customer's permitted use of the Services. No press releases or general public announcements shall be made without the mutual consent of Customer and Demand Matic. Demand Matic shall have the right to include Customer's name on Demand Matic's client list and in other marketing materials. Customer shall not use Demand Matic's name, logo or trademark without Demand Matic's prior written consent.

6. Confidentiality

(a) During the Term of this Agreement, each party will regard any information provided to it by the other party to be confidential ("Confidential Information"). Confidential Information shall also include information, which to a reasonable person familiar with the disclosing party's business and the industry in which it operates, is of a confidential or proprietary nature. The receiving party shall hold in confidence, and shall not disclose (or permit or suffer its personnel to disclose) any Confidential Information to any person or entity except to a director, officer, employee, Client, outside consultant, or advisor (collectively "Representatives") who have a need to know such Confidential Information in the course of the performance of their duties for the receiving party and who are bound by a duty of confidentiality no less protective of the disclosing party's Confidential Information than this Agreement. The receiving party and its Representatives shall use such Confidential Information only for the purpose for which it was disclosed and shall not use or exploit such Confidential Information for its own benefit or the benefit of another without the prior written consent of the disclosing party. Each party accepts responsibility for the actions of its Representatives and shall protect the other party's Confidential Information in the same manner as it protects its own valuable confidential information, but in no event less than reasonable care be used. The parties expressly agree that the terms and pricing of this Agreement are the Confidential Information of Demand Matic. A receiving party shall promptly notify the disclosing party upon becoming aware of a breach or threatened breach hereunder, and shall cooperate with any reasonable request of the disclosing party in enforcing its rights.

(b) Information will not be deemed Confidential Information hereunder if such information: (i) is known prior to receipt from the disclosing party, without any obligation of confidentiality; (ii) becomes known to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise publicly available, except through a breach of this Agreement, or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The receiving party may disclose Confidential Information pursuant to the requirements of Applicable Law, legal process or government regulation, provided that it gives the disclosing party reasonable prior written notice to permit the disclosing party to contest such disclosure, and such disclosure is otherwise limited to the required disclosure.

Notwithstanding any other provision of this Agreement, both parties acknowledge that any use of the disclosing party's Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the disclosing party irreparable and immediate damage for which remedies other than injunctive relief may be inadequate. Therefore, both parties agree that, in addition to any other remedy to which the disclosing party may be entitled hereunder, at law or equity, the disclosing party shall be entitled to an injunction or injunctions (without the posting of any bond and without proof of actual damages) to restrain such use in addition to other appropriate remedies available under Applicable Law.

7. Data Protection/Privacy

7.1 The parties acknowledge that some or all of data used or collected through the Service may qualify as, or include, personal data. Each party warrants and represents to (i) comply with all Data Protection Laws; and (ii) maintaining and displaying on their respective websites an easily accessible and discoverable privacy policy that complies with the applicable data protection laws. Customer acknowledges and agrees that it is Customer's responsibility to ensure that its use of the Services complies with all Data Protection Laws, including that Customer's use of any third party cookies, pixels and/or impression trackers in its campaign(s), and the capturing of any consent to such, is in accordance with Data Protection Laws

7.2 The provisions of the Data Sharing Agreement shall be incorporated into, and form part of, this Agreement.

8. Indemnification

(a) Demand Matic Indemnification. Subject to subsection (c) below, Demand Matic will indemnify, defend and hold Customer harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorney's fees) (collectively, "Losses") resulting from any claim, suit, action, or proceeding brought by any third party against Customer (i) alleging that the use of the Services as permitted hereunder infringes any United States patent, copyright or trademark, or constitutes a misappropriation of a trade secret of a third party, (ii) arising out of Demand Matic's breach of any of its representations, warranties or covenants made in this Agreement or (iii) that is attributable to or otherwise alleges any violation of any Applicable Law by Demand Matic, including without limitation, compliance with data privacy and data protection laws. The foregoing obligations will not apply to the extent the claim arises as a result of (a) any use of the Services in a manner other than as specified in this Agreement, (b) any use of the Services in combination with other products, equipment, devices, software, systems or data not supplied by Demand Matic to the extent such claim is caused by such combination; (c) any alteration, modification or customization of the Services made by any party other than Demand Matic or Demand Matic's authorized representatives if such infringement would not have occurred without such alteration, modification or customization or (d) any services of third parties made available to Customer through its use of the Services. lf Customer's use of the Services is, or in Demand Matic's opinion is likely to be, enjoined as an infringement or misappropriation of any third-party intellectual property right, Demand Matic shall at its discretion and expense: (i) procure for Customer the right to continue to use the Services under the terms of this Agreement; (ii) replace or modify the Services or portions thereof so that it is non-infringing and substantially equivalent in function to the Services as enjoined; or (iii) terminate this Agreement in whole or in part and refund to Customer any prepaid, unused fees paid hereunder for the infringing Services.

(b) Customer Indemnification. Subject to subsection (c) below, Customer will indemnify, defend, and hold Demand Matic harmless from and against any and all Losses resulting from any claim, suit, action, or proceeding brought by any third party against Demand Matic (i) alleging that any content or materials supplied by Customer or its Clients or any use thereof, infringes the intellectual property rights, proprietary or privacy rights of others, or has caused harm to a third party, (ii) arising out of Customer's breach any of its representations, warranties or covenants made in this Agreement or (iii) that is attributable to or otherwise alleges any violation of any Applicable Law by Customer, including without limitation, compliance with Data Protection Laws. Customer also agrees to indemnify, defend, and hold Demand Matic harmless from and against any and all Losses resulting from any Objectionable Content used or transmitted by Customer or any of its Users in violation of this Agreement.

(c) Indemnification Procedure. With respect to any third party claims or proceedings, the indemnified party shall (i) promptly notify the indemnifying party in writing of any claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not remove the indemnifying party's obligation except to the extent it is prejudiced thereby, and (ii) allow the indemnifying party to solely control the defense of any claim, suit or proceeding and all negotiations for settlement provided that the indemnifying party will not settle any claim without the indemnified party's prior written consent (such consent not to be unreasonably withheld or delayed). The indemnified party shall also provide the indemnifying party with reasonable cooperation and assistance in defending such claim (at the indemnifying party's cost).

9. Representations and Warranties

(a) Demand Matic's Representation and Warranties. Demand Matic represents and warrants that the Services will comply in all material respects with the description of the Services found in this Agreement, or Order Form, as the case may be. The foregoing shall not be construed as a warranty that the Services will function without error or interruption. For any breach of the warranty set forth above, both parties' sole and exclusive remedy, except for termination of this Agreement as described in Section 12, and Demand Matic's entire liability shall be, for Demand Matic to use commercially reasonable efforts to correct the defect or error that caused the breach of warranty.

(b) Customer's Representation and Warranties. Customer represents and warrants to Demand Matic that: (i) Customer is a duly organized under the laws of the state in which it is domiciled and Customer has all right and authority to enter into this Agreement; (ii) Customer has all necessary rights, licenses and permission for Customer Content and the Customer Content will not violate any intellectual property right, proprietary rights or rights of privacy of any third party and the Customer Content will not be objectionable as defined in section 2(c) above; (iii) Customer is authorized to take all actions under the terms of this Agreement on behalf of Customer's Clients; and (iv) Customer will comply with all Data Protection Laws (including complying with all laws related to data collection) and Customer has a privacy policy on its website.

10. Demand Matic'S DISCLAIMERS.

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 10, THE Demand Matic PLATFORM AND ANY SERVICES PROVIDED BY Demand Matic IN CONNECTION WITH THIS AGREEMENT, ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. Demand Matic EXPRESSLY DISCLAIMS, ON ITS BEHALF AND ON ITS SUPPLIERS BEHALVES, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. CUSTOMER WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF Demand Matic OR ITS SUPPLIERS.

11. LIMITATIONS OF LIABILITY

NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY OR Demand Matic TO CUSTOMER'S CLIENTS OR USERS FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF SUCH PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF SECTION 5 (OWNERSHIP), A PARTY'S CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6 OR A PARTYS INDEMNIFICATION OBLIGATIONS IN SECTION 8, UNDER NO CIRCUMSTANCES WILL EITHER PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER FOR ANY AND ALL DAMAGES AND CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES PAID OR OWED BY CUSTOMER TO Demand Matic UNDER THIS AGREEMENT DURING THE SIX MONTH PERIOD THE DATE OF THE ACTION OR CLAIM FOR THE SERVICES.

12. Term and Termination

(a) Term. Subject to earlier termination as described herein, the term of this Agreement shall commence on the Effective Date as defined on the Order Form and shall continue in effect for an initial term as defined on the Order Form (the "Initial Term"). Thereafter, this Agreement shall automatically renew for successive one-year periods each (each, a "Renewal Term") unless either party elects not to renew the Agreement by providing written notice to the other party no fewer than 60 days prior to the expiration of the then current term.

(b) Termination. Notwithstanding the foregoing, either party may terminate this Agreement (i) immediately in the event of a material breach of this Agreement by the other party that is not cured within thirty (30) days of written notice thereof from the other party, or (ii) immediately if the other party ceases doing business or is the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding, that is not dismissed within sixty (60) days of filing. Z In the event that Customer violates Applicable Law in connection with its use of the Services or otherwise uses or transmits any Objectionable Content in violation of this Agreement Demand Matic may suspend Customer's access to the Services until such time as Customer is no longer in violation of Applicable Law and/or has removed Objectionable Content. Termination of this Agreement pursuant to this Section (b) shall be in addition to any other rights or remedies available to the terminating party at law and in equity. All rights and obligations of the parties which by their nature are reasonably intended to survive such termination or expiration will survive termination or expiration of this Agreement (including, without limitation, Sections 6, 7, 8, 11 and 12, and all payment obligations relating to the period prior to termination.

(c) Suspension. Demand Matic also reserves the right in good faith and reasonable discretion, to suspend or otherwise pause any advertising campaign being run through the Services for material non-compliance or in the event that Customer materially breaches any of the terms and conditions of this Agreement or any Third Party Terms, including, without limitation, any failure by customer to make payments in a timely fashion in accordance with Section 4. If an advertising campaign is paused, Demand Matic will promptly notify the Customer.

13. General

This Agreement will not be interpreted or construed as creating or evidencing any association, joint venture, partnership, or franchise between the parties. Except as expressly stated herein, the provisions of this Agreement are for the benefit of the parties to this Agreement and not for any other person or entity. Customer may not assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of Demand Matic (such consent not to be unreasonably withheld or delayed). Any such assignment without prior written consent by Demand Matic will be void and of no force or effect. Demand Matic may assign this Agreement without restriction to a purchaser of all or substantially all of Demand Matic's assets, a successor in interest of Demand Matic or as part of a corporate reorganization, consolidation or merger. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns. Any notice under this Agreement will be effective if in writing and sent by email, certified or registered mail, or insured courier, return receipt requested, to a party at its address or email address given below. Each party may update its address or email by notice to the other party in accordance with this Section. Nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the nonperforming party. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of New York, USA, without reference to its choice of law rules and not including the provisions of the 1980 US Convention on Contracts for the International Sale of Goods. Each party hereby consents irrevocably to the exclusive jurisdiction and venue of the federal, state, and local courts in New York, New York, in connection with any action arising out of or in connection with this Agreement. Either party's waiver of any breach of any provision of this Agreement does not waive any other breach. Either party's failure to insist on strict performance of any covenant or obligation in this Agreement will not be a waiver of such party's right to demand strict performance in the future. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. This Agreement may be executed in multiple counterparts with the same effect as if the parties had signed one document. All counterparts will be construed as and constitute the same agreement. This Agreement may also be executed and delivered by facsimile and such execution and delivery will have the same force and effect of an original document with original signatures. This Agreement, including the Order Form, and Exhibits hereto and terms and policies referenced in this Agreement constitute the whole and complete expression of the agreement between Customer and Demand Matic regarding their subject matter. This Agreement supersedes, and its terms govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. Any inconsistent or conflicting terms and conditions contained in any purchase order issued by Customer shall be of no force or effect, even if the order is accepted by Demand Matic. No employee, agent, or other representative of Demand Matic has any authority to bind Demand Matic with respect to any representation, warranty, or other expression unless it is specifically set forth in this Agreement. No employee, agent or other representative of Customer has any authority to bind Customer with respect to any representation, warranty or other expression unless it is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the provisions of this Agreement. Nothing contained in this Agreement is intended or shall be construed to confer upon any person any rights, benefits or remedies of any kind or character whatsoever, or to create any obligation of a party to any such person. The headings to the sections of this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement. This Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against the party drafting this Agreement in construing or interpreting the provisions hereof.