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1. The Client may provide M32 with Client Data via a connector for the advertising platform(s) used for the Client’s designated Digital Properties to allow M32 to perform the Services under the applicable Order Form. M32 hereby acknowledges and agrees that all rights, title and interest in and to Client Data are and shall remain the property of the Client and all intellectual property rights including copyright, trademark, and trade secret rights in Client Data are and will remain the property of the Client. The Client hereby grants M32 a license to use, reproduce, promote, distribute, modify, perform, cache, and transmit Client Data via the Application as necessary for the purposes of any applicable Order Form.

2. As required under an Order Form, the Client hereby appoints M32 as its non-exclusive analytics provider to collect, receive, analyze and use the Client Data or any other data that can be obtained by M32 on the Client’s Digital Properties for the purposes of rendering the Services hereunder (“Approved Data”). The Client shall not provide M32 the collection, receipt and analysis of any User personally identifiable information for any purposes whatsoever under an applicable Order Form. M32 shall own all right, title and interest in the Approved Data.

3. M32 and/or its Affiliates may create analyses utilizing, in part, Client Data and information derived from the Client’s use of the Application and the User’s use and interaction with the Digital Properties. The M32’s analysis will be anonymized and aggregated information, and shall be treated as M32 Material. Examples of how analyses may be used include: optimizing resources and support; research and development; automated processes that enable continuous improvement, performance optimization and development of new products and services; internal demand and resource planning; and data products such as industry trends and developments, indices and anonymous benchmarking.

4. The Client shall take such actions as the M32 may reasonably require to enable M32 implement its technology (“M32 Script”) on the Client’s Digital Properties for the purpose of collecting, receiving, analyzing and using the Approved Data. M32 may, at any time, request the removal of M32 Script upon thirty (30) days’ prior notice to the Client.

5. The Application utilizes “cookies” as part of the functionality of the Application. These cookies may be session cookies, which disappear when the User closes the browser, or persistent cookies, which remain after the browser is closed and are used on subsequent visits to the Client’s website. The User must review his/her browser settings to learn the proper way to modify the browser cookie settings. The Client agrees that it is solely responsible for providing all appropriate and legally required disclosures to the Users of its Digital Properties pertaining to the use and removal of cookies, and the Client agrees that it will defend, indemnify and hold the M32 harmless from and against any and all third-party claims stemming from or related to the use of cookies as provided herein.

6. The Client is responsible for (a) the Client’s and Users’ use of the Services, and (b) the appropriateness and legality of all Client Data. The Client acknowledges that M32 acts as a technological carrier and is not responsible for the content of the Client Data or for evaluating the appropriateness of the Client Data.

7. The Client shall be responsible for Users’ compliance with the terms herein, be solely responsible for the accuracy, quality, integrity and legality of Client Data and of the means by which the Client acquired the Client Data, use commercially reasonable efforts to prevent unauthorized access to or use of the Application and Documentation and immediately notify M32 in writing of any such unauthorized access or use or violation of the terms herein by the Client or its Users, use the Application in accordance with the Documentation and use the Application and Documentation in compliance with all applicable laws and government regulations, including, but not limited to, laws related to data protection and privacy, whether applicable within the United States, Canada, the European Union, or otherwise, intellectual property, consumer and child protection, obscenity, libel and defamation. The Client shall comply with all applicable laws pertaining to the collection and use of data from children and/or minors on the Client’s Digital Properties and shall not knowingly allow M32 to access data or program any code or mechanisms which enable data collection from any Client Digital Properties aimed at children under thirteen years of age.

8. To the extent required for the use of the Application, the Client shall implement a consent management platform (“CMP”) to obtain the consent of the Users accessing its Digital Properties so to allow the M32 to perform the Services under an applicable Order Form. In the event that the Client does not implement a CMP to the reasonable satisfaction of the M32, the Client recognizes and acknowledges that the M32 may be prevented from rendering the Services. The Client recognizes that it is responsible for ensuring its Digital Properties are compliant with the applicable data protection and privacy laws such as the General Data Protection Regulation (“GDPR”) or any other similar applicable laws. The M32 shall make the Services available to the Client and process the Approved Data to the extent the Client has obtained the User’s express consent for such processing.

9. The Client will not (and will not allow any third party to) track or collect personally identifiable information of the Users and shall implement and be governed by an appropriate privacy policy and will comply with all applicable laws relating to the collection of User information. The Client must post a privacy policy on its Digital Properties and that policy must include sufficient notice of its use of cookies that collect anonymous traffic data, and that these data can be shared with third parties for personalization, marketing, and advertising purposes. The policy must also include a clear opt out for Users.

April, 2021