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DocuSlgn Envelope ID: 68C2D9A6-9C77-4A99-8A97-88AB3D6BE228
<br />Client reserves the right to modify these requirements, including limits, based on the nature of the risk, prior
<br />experience, insurer, coverage, or other special circumstances.
<br />5. Representations and Warranties; Disclaimer.
<br />a. Each party represents and warrants that (i) it has full right, power and authority to enter into this Agreement
<br />and carry out its obligations hereunder; (ii) the person executing this Agreement is authorized to do so on
<br />its behalf, and (iii) the execution, delivery and performance under this Agreement does not conflict with
<br />any other agreement, instrument or understanding to which it is a party or by which it may be bound.
<br />b. With respect to Client's use of proprietary tags, pixels and/or other tracking technologies in connection
<br />with any media purchased under a Media Plan, and any data captured therefrom, Client represents and
<br />warrants that (i) it will comply with all applicable laws, rules and regulations, including data privacy,
<br />security and telemarketing laws, self -regulatory standards and industry guidelines (e.g., CAN-SPAM,
<br />CCPA, COPPA, FCPA, the Digital Advertising Alliance's Self -Regulatory Principles for Online
<br />Behavioral Advertising, the Interactive Advertising Bureau (IAB) Code of Conduct, and the Network
<br />Advertising Initiative (NAI) Code of Conduct); and (ii) it will clearly and conspicuously post notices on its
<br />website(s) and/or application(s) regarding the collection, transfer and use of data collected on such
<br />website(s) and/or application(s) by it and third parties, including appropriate choice mechanisms, in
<br />accordance with the foregoing.
<br />c. Warranty Disclaimer. COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED,
<br />INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES WITH RESPECT TO ANY ASPECT OF
<br />ITS SERVICES PROVIDED HEREUNDER AND ALL OF SUCH WARRANTIES ARE HEREBY
<br />EXPRESSLY DISCLAIMED BY COMPANY AND WAIVED BY CLIENT, INCLUDING WITHOUT
<br />LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
<br />PARTICULAR PURPOSE.
<br />6. Indemnification.
<br />a. Client Indemnification. Client will defend, indemnify and hold Company harmless from and against any
<br />losses, liabilities, damages and expenses (including reasonable attorneys' fees and legal costs) incurred by
<br />Company as the result of any claim, suit or proceeding brought against Company by a third party arising
<br />or resulting from (i) Client's material breach of any representation, warranty, covenant or obligations
<br />contained in this Agreement or any terms, conditions, requirements or restrictions imposed by media
<br />vendors with respect to Client's advertising; (ii) Client's products or services, and/or any representations
<br />or marketing claims related thereto; (iii) Creative prepared or placed for Client to the extent created by
<br />Company pursuant to specific instructions or using materials provided by Client; or (iv) any gross
<br />negligence or willful misconduct of Client in its performance of this Agreement; provided, however, that
<br />Company gives Client prompt notice of any such claims, cooperates with Client in responding to such
<br />claims.
<br />b. Company Indemnification. Company will defend, indemnify and hold Client harmless from and against
<br />losses, liabilities, damages and expenses (including reasonable attorneys' fees and legal costs) incurred by
<br />Client as a result of any claim, suit or proceeding brought against Client by a third party arising or resulting
<br />from (i) Company's material breach of this Agreement; or (it) any gross negligence or willful misconduct
<br />of Company in its performance of this Agreement; provider, however, Client gives Company prompt notice
<br />of any such claims, cooperates with Company in responding to such claims.
<br />LIMITATION OF LIABILITY. COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT,
<br />INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT
<br />LIMITATION, LOST DATA OR LOST PROFITS, OR COSTS OF PROCURING SUBSTITUTE GOODS
<br />OR SERVICES, HOWEVER ARISING, COMPANY'S LIABILITY FOR DAMAGES ARISING OUT OF,
<br />RELATING TO OR IN ANY WAY CONNECTED WITH THIS AGREEMENT WILL IN NO EVENT
<br />EXCEED THE AMOUNT PAID TO COMPANY BY CLIENT AS COMPANY'S COMMISSIONS FOR THE
<br />APPLICABLE SERVICES IN THE THREE (3) MONTHS PRECEDING THE EVENTS GIVING RISE TO
<br />THE CLAIM. THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY SET FORTH IN THIS
<br />SECTION. CLIENT ACKNOWLEDGES THAT THE FEES AND CHARGES SET FORTH HEREIN ARE
<br />DEPENDENT ON CLIENT'S AGREEMENT TO SUCH LIMITATIONS AND THAT WITHOUT SUCH
<br />LIMITATIONS, FEES AND CHARGES ASSESSED FOR THE SERVICES PROVIDED HEREUNDER
<br />WOULD BE HIGHER.
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