This Main Services Agreement (this “MSA” or “Agreement”) is entered into by and between DoubleVerify Inc., and its subsidiaries and Affiliates (“DV”), and the entity or person agreeing to these terms (“Client”) and governs Client’s access to and use of the Solutions.  This Agreement is effective as of the date Client signs an MSO or otherwise accesses and/or uses the Solutions (the “Effective Date”).  If you are accepting this Agreement on behalf of Client, you represent and warrant that: (i) you have full legal authority to bind Client to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Client, to this Agreement. Capitalized terms not defined below shall have the meaning set forth in Exhibit A.

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

1. Solutions; Implementation:

a) Solutions. DV will provide the components of the Solutions to Client, or the responsible third-party platform, as applicable and as set forth in each Order, which may contain additional Solution-specific terms and conditions. From time to time, the Solutions may be adjusted, improved, or modified as DV may deem necessary. If any such adjustment or modifications result in a material decrease in the functionality of the Solutions, DV will take all commercially reasonable steps to provide Client with prior notice. Client agrees that its purchase of any Solutions is neither contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written public comments made by DV with respect to future functionality or features.

b) Client Use. Access to and use of the Solutions is granted solely to the Client and is subject to the terms and conditions set forth herein, as well as any additional terms stated in the Order. Except as set forth in Section 1(d), Client shall not share (or cause to be shared) access to the Solutions, including DV Data, with any third parties other than persons designated by Client as Users, that are approved by DV. Client shall not permit any third party to access the Solutions, or otherwise sell, rent, license, provide, or distribute any DV Data. Notwithstanding the foregoing, Client may authorize a contractor to process and facilitate the use of the Solutions (“Third-Party Contractor”), only if such Third-Party Contractor has entered into a written agreement with Client agreeing to: (i) access and use the Platform and DV Data solely to provide the Solutions for Client; (ii) keep all data accessed through the Platform confidential and to not disclose or distribute any DV Data to any third party; and (iii) limit access to the Platform and DV Data only to employees or agents on a “need to know” basis in order for such Third-Party Contractors to perform the agreed upon services for Client. Client is solely responsible for collecting, inputting, and updating Client User information, and is at all times responsible for any access and use of the Solutions on a Client account or Client Property regardless of whether the access and use are undertaken by the Client, an authorized User, a third party or a Third-Party Contractor. Client agrees to immediately notify DV of any unauthorized use of Client’s account of which Client becomes aware.

c) Implementation. As may be required to provide the Solutions, Client hereby grants to DV a royalty-free right to add the DV technology to Client Properties and collect the DV Data as set forth herein. Client will reasonably comply with all technical requirements for use of the Solutions that are communicated by DV to Client. DV may assist Client with implementation, including providing DV Documentation or guidance to dedicated resources, but does not make any guarantees that implementation will meet Client’s expectations. If the Solutions cannot be provided by DV due to the implementation or failure to comply with technical requirements, DV shall have no further liability or obligations hereunder.

d) Client Affiliates. Subject to DV approval, Client Affiliates may purchase Solutions subject to the terms of this Agreement by executing Orders hereunder that incorporate by reference the terms of this Agreement, and in each such case, all references in this Agreement to Client shall be deemed to refer to such Client Affiliate.

2. Fees and Taxes:

a) Fees and Invoices. Client shall pay the fees as specified in each Order (“Fees”). All applicable Fees shall be paid within thirty (30) days from the invoice date. DV may, at Client’s written request, invoice a third-party payor for any applicable Fees; provided, however that Client shall remain responsible for any unpaid Fees or penalties incurred for past due amounts. DV reserves its right to increase Fees for any of its Solutions upon providing Client with thirty (30) days’ prior written notice. Such price increases shall apply to all Orders subsequent to the effective date of such price increase unless otherwise stated by DV in its notification. The termination of any specific Solutions or Order shall not affect Client’s obligations to pay for other Solutions or Orders. Client acknowledges that DV may invoice, and Client shall be fully responsible for, any and all Billable Events on any Client Property, regardless of whether the Solutions are active under the Agreement. Orders may simplify a reference to “impression”, “ad impression” or “CPM” and any such reference shall be construed to include any Billable Event.  DV usage statistics may be determinative for billing purposes. Except as otherwise specified in any Order, all Fees are quoted and payable in United States dollars. Any and all payment obligations hereunder are non-cancelable, and except as expressly permitted in this Agreement, Fees paid are non-refundable. Client is responsible for providing complete and accurate billing and contact information to DV and notifying DV of any changes to such information; provided, however that if Client does not provide all necessary information, Fees may be automatically invoiced using the information readily available to DV. If Client requires any unique identifiers (e.g., purchase order numbers) to be explicitly referenced by DV in the applicable invoice in order to consolidate an invoice or issue payment to DV, Client must provide DV with any and all unique identifiers prior to the end of the month. If DV does not receive the required information, DV will issue the invoice and Client shall be obligated to promptly pay for the Solutions. Further, any terms and conditions that may be included in the purchase order provided by Client will not be binding on the parties and this Agreement shall take precedence.

b) Disputes. In the event of a good faith dispute of any Fees, Client shall provide DV with prompt notice upon discovery thereof and shall provide DV with details of the basis for dispute. Client hereby waives any dispute of Fees if not raised within thirty (30) days from the applicable invoice date. All undisputed, past due Fees shall bear interest at the rate of one percent (1%) per month, beginning with the date on which the applicable amount became past due. In the event that any undisputed payment is past due, DV may limit or suspend the provision of the Solutions by providing Client with prior notice.

c) Taxes. Unless otherwise stated in this Agreement or an applicable Order, Fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value- added, use or withholding taxes (collectively, “Taxes”). All payments under this Agreement and any applicable Order shall be made free and clear and without deduction of Taxes by Client. Client is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on DV’s net income or property. If Client withholds any Taxes, Client shall gross up the payment to DV for the amount specified in the Order. If the Client expects withholding tax to apply Client shall (i) notify DV prior to withholding, and (ii) provide bona fide documentation proving the validity of the withholding tax applied and demonstrate the remittance of such withholding tax to the relevant taxing authority. To the extent applicable, payments made by Client to DV are to be made without deduction for or on account of Tax unless Client is required to withhold tax on such payment, in which case the sum payable by Client is to be increased to the extent necessary to ensure that DV receives a sum equal to what would have been received without the application of withholding tax. If DV has the legal obligation to pay or collect Taxes for which Client is responsible under this Section 2 (c), the appropriate amount shall be invoiced to and paid by Client, unless Client provides DV with a valid tax exemption certificate authorized by the appropriate taxing authority.

3. Intellectual Property:

a) Ownership. DV owns and shall retain all rights, including Intellectual Property Rights, in and to the Solutions, the DV Data, Platform, DV Documentation, and Confidential Information, to the extent applicable, provided by DV in connection with this Agreement (collectively, “DV Intellectual Property”). Client owns and shall retain all rights, including Intellectual Property Rights, in and to the Client Data and Client Confidential Information, to the extent applicable, provided by Client in connection with this Agreement.

b) Client License. Client hereby grants to DV a non-sublicensable, non-exclusive, worldwide license to use Client Data, during the Term of the Agreement or for the period of time in which the Solutions are being used by the Client, whichever is longer, and in any event, for a period of sixty (60) days thereafter, to: (i) perform its obligations and enforce its rights hereunder; (ii) provide and analyze the performance and usage of the Solutions; and (iii) improve the DV Intellectual Property. For clarity, Client Data may be duplicative of separately sourced information that is provided to, collected or used by or is otherwise in the possession of DV as a result of its independent collection, data normalization and verification Solutions or third-party relationships (“Independent Information”), and without diminishing Client’s rights in its own Client Data, DV reserves its rights in and to such Independent Information.

c) DV License. Subject to the terms and conditions of this Agreement and as more specifically defined in any applicable Order, during the applicable Order Term, as applicable in order to provide the Solutions, DV hereby grants to Client a limited, non-exclusive, non-transferrable, non-sublicensable, worldwide right to embed the Solutions on Client Properties, and access and use the DV Data as made available to Client via the Platform for Client’s own internal business purposes. Other than the rights expressly licensed to Client, no other rights or interest whatsoever in the DV Intellectual Property are transferred or granted to the Client. Without limiting the foregoing, Client may not, and may not cause or permit any third parties including its Third-Party Contractors to: (i) license, rent, sell, distribute, lease, encumber, pledge, lend, copy, make available, or resell any of the DV Intellectual Property to any third party; (ii) reverse engineer or decompile, modify, or create derivative works of, or revise the DV Intellectual Property or any part thereof; (iii) access or use any DV Intellectual Property in order to build a similar or competitive offering or provide a substitute solution to an existing DV Solutions; (iv) remove, alter, obscure, cover or change any trademark, copyright or other proprietary notices, labels or markings from or on any of the DV Intellectual Property; (v) upload to the Solutions or use the Solutions to send or store viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs; (vi) interfere with or disrupt the integrity or performance of the Solutions or the data contained therein; (vii) attempt to gain unauthorized access to the Platform; (viii) use the Solutions in a manner that violates U.S. Export Controls and Trade Sanctions; or (ix) use the Solutions with content, creatives or impressions that (I) include illegal content (II) promote hate speech, (III) incite or are intended to incite violence, or (IV) purposefully spread or intend to spread disinformation. DV may monitor Client’s use of the Solutions to confirm Client’s compliance with the terms and conditions in this Agreement. This Agreement is not a sale and does not convey to Client any rights of ownership in or related to the Solutions or the Intellectual Property Rights owned by DV. The DV name, the DV logo, and the DV product names associated with the Solutions are trademarks or service marks of DV, and unless expressly granted herein, no right or license is granted to use them.  Client will not accrue any residual rights to the DV Intellectual Property.

d) Feedback. Client hereby assigns to DV any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Client relating to the Solutions (except to the extent such Feedback includes Client Confidential Information). DV may use such submissions as it deems appropriate in its sole discretion.  For the avoidance of doubt, Client shall have no obligation to provide Feedback.

e) Personal Data. All Personal Data shall be treated in accordance with the terms and conditions agreed upon in the DPA which is hereby incorporated into this Agreement by reference.

4. Confidentiality:

Confidential Information shall mean all information that either party discloses (“Disclosing Party”) to the other party (“Receiving Party”), whether disclosed orally or in writing, graphic or electronic form or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure (“Confidential Information”). In particular, DV’s Confidential Information shall include, the DV Data and each of the Solutions (in all versions created and forms of expression, whether or not the same has been patented or the copyright thereto registered is the subject of a pending patent or registration application, or forms the basis for a patentable invention). Each party’s Confidential Information shall include respective business and marketing plans, technology and technical information, product designs and business processes, and information obtained by or given to the Disclosing Party about or belonging to third parties. Confidential Information does not include any information that was: (a) already in the possession of the Receiving Party without an obligation of confidentiality; (b) developed independently by the Receiving Party, as demonstrated by the Receiving Party, without use of, or reference to, the Disclosing Party’s Confidential Information; (c) lawfully obtained from a source other than the Disclosing Party without an obligation of confidentiality; (d) publicly available when received, or thereafter becomes publicly available (other than through any unauthorized disclosure by the Receiving Party); or (e) approved in writing to be disclosed by the Disclosing Party. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. Either party may disclose Confidential Information to its personnel, auditors, accountants, attorneys or advisors who are subject to confidentiality obligations comparable in scope to those herein, which are in no event less than a reasonable standard of care. The Receiving Party will use at least the same level of care to prevent unauthorized use of the Confidential Information as it uses for its own confidential and proprietary information of like kind, but in no event less than a reasonable standard of care.  The confidentiality obligations contained herein supersede and replace any prior non-disclosure agreement between the parties regarding the subject matter covered by this Agreement. If the Receiving Party is compelled by law or a regulatory or stock exchange authority to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prompt prior notice of such compelled disclosure, to the extent legally permitted, and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party discloses or uses any Confidential Information of the Disclosing Party in breach of the confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it under applicable law, to seek injunctive relief to enjoin such acts without necessity of posting a bond, it being specifically acknowledged by the parties that any other available remedies are inadequate.

5. Representations and Warranties; Disclaimer; Trial Solutions; Export and Sanctions Laws:

a) Mutual Representations and Warranties. Each party represents and warrants to the other that: (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (ii) its execution and performance of this Agreement will not conflict or violate any provision of law having applicability to either party (including intellectual property and data privacy laws); (iii) this Agreement, when executed and delivered, will constitute a valid and binding obligation of such party and will be enforceable against such party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights or general equity principles; and (iv) neither it nor its controlled Affiliates are a Designated National.

b) Client Representations and Warranties. Client represents and warrants that: (i) all Client Data has been provided in accordance with applicable law, including any applicable privacy policy; (ii) Client has all necessary rights to implement Solutions and enable the collection of DV Data on any Client Property (which may include clear disclosures to the consumer that such information may be provided to a third party for use such as for the Solutions contemplated herein); and (iii) its use of the Solutions and DV Data will not be used with content, creatives or impressions that (I) include illegal content, (II) promote hate speech, (III) incite or are intended to incite violence, or (IV) purposefully spread or intend to spread disinformation. In addition, if Client is entering into this Agreement on behalf of a client company or other legal entity (for example, as an advertising agency on behalf of an advertiser), Client represents and warrants that it has the authority as the agent for such client company or other legal entity to bind such client company or other legal entity to this MSA and each Order. Client shall ensure that such client company or other legal entity complies with the terms of this Agreement. Further, Client accepts responsibility for the actions of its client company’s accounts and liability for all expenses incurred through the provision of Solutions to its client company.

c) DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 5 (A), THE SOLUTIONS AND ALL DV DATA ARE PROVIDED ON AN “AS IS” BASIS. DV MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, COMPATIBILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SOLUTIONS. THE SOLUTIONS MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, THIRD-PARTY INTEGRATIONS AND TECHNOLOGY, AND OTHER DELIVERY SERVICES. DV IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS NOT REASONABLY UNDER ITS CONTROL. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5 (A), ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED BY DV TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

d) Trial Solution. DV may offer a Trial Solution at  a discounted rate to the Client. Use of the Trial Solution is at the election of Client and is for evaluation purposes only. Unless otherwise agreed to by the parties, the Trial Solutions do not come with support of any kind regardless if the parties have entered into a specific agreement outlining service and support requirements (e.g., SLAs). Use of the Trial Solution may be subject to additional terms. DV reserves the right to discontinue the Trial Solution at any time. Use of the Trial Solution will automatically terminate at such time as DV makes such Trial Solution generally available or as otherwise determined by DV in its sole discretion. Client hereby acknowledges and agrees that the: (i) Trial Solutions may be unpredictable and lead to erroneous results; (ii) Trial Solutions are experimental and have not been fully tested; (iii) Trial Solutions may not meet Client’s requirements; (iv) use or operation of any Trial Solution may not be uninterrupted or error-free; (v) Client’s use of any Trial Solution is for purposes of evaluating and testing the Trial Solution and providing feedback to DV; (vi) Client shall inform its employees, representatives, and other users regarding the nature of the Trial Solutions; and (vii) Client will hold all information relating to the Trial Solutions and Client’s use of the Trial Solutions, including any performance measurements and other data relating thereto, in strict confidence and shall not disclose such information to any unauthorized third parties. Client shall promptly report any errors, defects, or other deficiencies in the Trial Solutions to DV. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE TRIAL SOLUTIONS ARE PROVIDED “AS-IS” AND “AS-AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. Client hereby waives any and all claims, now known or later discovered, that Client may have against DV and its suppliers and licensors arising out of Client’s use of the Trial Solutions.

e) Export and Sanctions Laws. The Solutions shall not be used or provided, as applicable, and none of the underlying data, information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States or the country by which laws this Agreement is governed maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders or on any analogous list of the competent authority in the country by which laws this Agreement is governed (collectively, “Designated Nationals”). Each party agrees to: (i) comply with all U.S. or other applicable export laws, (ii) assume sole responsibility for obtaining licenses to export or re-export as may be required, and (iii) provide prompt notice to the other party should it be in breach of this Section 5 (e).

6. Indemnification:

a) DV Indemnification. DV agrees to defend, indemnify and hold harmless the Client, its officers, directors, employees, agents, successors and assignees from and against any third-party liability, claims, loss, damage, injury or expense, including reasonable attorney’s fees, (collectively, a “Claim”) arising out of or related to any infringement of any third-party intellectual property rights by the Solutions or DV’s violations of U.S. Export Controls and Trade Sanctions. DV shall have no obligation to indemnify Client with respect to any Claim to the extent it is based upon: (i) modification of the DV Data or Solutions by Client or any third party other than DV; (ii) the combination, operation or use of the DV Data or Solutions not specified in this Agreement or approved in writing by DV; (iii) any replacement or alteration of the DV Data or Solutions, unless made by DV or with its prior written approval; or (iv) the use of the DV Data, Platform or Solutions other than in accordance with this Agreement. Further, if the Solution(s) are held or is likely to be held infringing (each an “Infringing Component”), DV shall have the option, at its expense, to: (I) replace or modify the Infringing Component, (II) obtain a license for Client to continue using the Infringing Component, (III) replace the Infringing Component with a functionally equivalent service, or (IV) terminate the applicable Infringing Component and refund any prepaid, unused fees applicable to the Infringing Component following the effective date of such termination. This Section states DV’s entire liability and Client’s exclusive remedy for any Claim of intellectual property infringement.

b) Client Indemnification. The Client agrees to defend, indemnify and hold harmless DV, its past, current and future Affiliates and its and their officers, directors, employees, agents, successors and assignees harmless from and against any Claim arising out of or related to any infringement of any third-party intellectual property rights by the Client Data, Client’s use of the DV Intellectual Property in violation of this Agreement, or Client’s violations of U.S. Export Controls and Trade Sanctions.

c) Indemnification Process. The indemnified party shall provide the indemnifying party with prompt written notice of a Claim and shall reasonably cooperate with the indemnifying party in the defense and settlement thereof; provided, however that the indemnifying party shall have sole control of the defense of such Claim and the settlement or compromise thereof. Notwithstanding anything herein to the contrary, the indemnifying party shall not enter into any compromise or settlement that shall have the effect of creating any liability or obligation (whether legal or equitable) on the part of the indemnified party without the indemnified party’s prior written consent, and no such compromise or settlement is hereby authorized unless the indemnified party receives a complete release of liability under such compromise or settlement. The indemnified party’s failure to give notice shall not relieve the indemnifying party from its indemnification obligations except to the extent that the indemnifying party is actually prejudiced as a result of such failure.

7. Limitation of Liability:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL HAVE ANY LIABILITY WITH RESPECT TO ITS RESPECTIVE OBLIGATIONS UNDER THIS MSA, INCLUDING ITS ORDERS OR WITH RESPECT TO THE USAGE OR PERFORMANCE OF THE SOLUTIONS OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. WITH THE EXCEPTION OF INDEMNIFICATION OBLIGATIONS, SET FORTH IN SECTION 6 (A) AND 6 (B), RESPECTIVELY, IN NO EVENT SHALL THE LIABILITY OF EITHER PARTY WITH RESPECT TO ANY SPECIFIC SOLUTION EXCEED THE AGGREGATE SUM OF THE FEES ACTUALLY RECEIVED FROM THE CLIENT DURING THE PREVIOUS THREE (3) MONTHS BEFORE SUCH CLAIM AROSE.

8. Term; Termination:

a) Term. The term of this Agreement begins on the Effective Date and continues until terminated by either Party in accordance with this Agreement (“Term”). The term of each Order will be as set forth in such Order (each an “Order Term”).

b) Termination. Either party may terminate this Agreement or any Order: (i) at any time, upon the giving of written at least thirty (30) days written notice: (I) if the other party should become insolvent, (II) upon the filing by or against the other party of a petition in bankruptcy or reorganization, (III) upon the filing of a request for the appointment of a trustee, liquidator or receiver for such party, (IV) upon an assignment for the benefit of creditors by such party, or (V) such similar action, should said event continue for a period of sixty (60) days; or (ii) if the other party materially breaches its obligations under this Agreement (or with respect to an Order, breaches its obligations of that Order), provided that the non-breaching party has provided written notice to the breaching party and such breach has not been cured within thirty (30) days after the notice of breach is provided. Further, either party may terminate this Agreement upon providing the other party at least thirty (30) days’ prior written notice upon the termination or expiration of all outstanding Orders. If Client breaches Section 3 (c) of this Agreement, it will be considered an incurable material breach and DV may immediately terminate the Agreement and any outstanding Orders without any further liability or obligations to Client.

c) Effect of Termination. Upon termination or expiration of this Agreement: (i) Client shall immediately remove the Solution from any Client Property and cease using all DV Intellectual Property; (ii) all access to Solutions provided to Client shall cease immediately; (iii) all unpaid Fees of Client under this Agreement and any Order provided shall immediately become due; and (iv) upon the written request of the Disclosing Party, the Receiving Party shall return, to the Disclosing Party, or delete as is commercially reasonable, all Confidential Information. DV may retain Confidential Information to the extent so required for regulatory reasons or as may be required by its retention policies.

9. Logo and Trademarks:

During the Term, Client agrees that DV may display Client’s logo and name, as provided by the Client, on DV’s website, within its marketing materials, and DV may also publicly refer to Client, verbally and in writing, as a client of DV.

10. Governing Law; Venue:

This Agreement and all Orders are governed by and will be construed in accordance with the laws of the State of Delaware, excluding any conflicts of law provisions.  The parties hereby submit and consent to the exclusive jurisdiction of and venue in, the federal or state courts located in New York County in the State of New York, in connection with any action or proceeding arising out of this Agreement and all Orders, and hereby waive any objection of inconvenient forum.

11. Miscellaneous:

a) Export Control. Client and its Users shall not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations that may be imposed by the U.S. Government or any country or organization of nations within whose jurisdiction Client operates or does business, such as the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce, trade and economic sanctions maintained by the United States Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) maintained by the United States Department of State, and shall not cause DV to violate the same.

b) Force Majeure. Neither party shall be liable for any delay or non-performance of its obligations hereunder (or part thereof) if the cause of delay or non-performance is an event that is unforeseeable, beyond the control of the party affected, and cannot be remedied by the exercise of reasonable diligence, including acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes, computer, telecommunications, internet services provider or hosting facility failures or delays involving hardware, software or power systems not within DV’s possession or reasonable control, and denial of service attacks (each a “Force Majeure Event”). The party affected shall be relieved from its obligations (or part thereof) as long as the Force Majeure Event lasts and hinders the performance of said obligations (or part thereof), it being understood that a Force Majeure Event shall not excuse any obligation of Client to pay invoices due in accordance with the provisions hereof. The party affected by such delay or non-performance shall promptly notify the other party and make reasonable efforts to mitigate the effects of the Force Majeure Event with reasonable dispatch. Either party may terminate this Agreement if the Force Majeure Event continues for more than thirty (30) days.

c) Equitable Relief. Each party will have the right to enforce this Agreement by seeking equitable relief without having to post a bond, in addition to other remedies that a party may have under this Agreement. Each party’s exercise of any remedies under this Agreement will be without prejudice to other remedies under this Agreement or available at law or in equity.

d) Headings. Headings used in this Agreement and all associated agreements are solely for convenience and shall not be deemed to affect in any manner the meaning or intent of the applicable agreement or any provision there/hereof.

e) Third-Party Beneficiaries. The parties do not intend to create any third-party beneficiaries of this Agreement, and nothing in this Agreement is intended, nor shall anything herein be construed to create any rights, legal or equitable, in any person other than the parties to this Agreement.

f) Assignment; Successors and Assigns. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, DV may use subcontractors to assist with the performance of the Solutions and may delegate its obligations and responsibilities hereunder to its past, current or future Affiliates. Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Orders), with the approval of the other party, not to be unreasonably withheld or delayed, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets; provided that, the other party may terminate this MSA without liability if the assignee is a direct competitor of the other party. Further, such assignment shall only be valid to the extent (i) the assignee shall agree in writing to be bound by this Agreement, and (ii) the assignment shall not release any of the assignor’s obligations under this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect.  Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

g) Relationship. The relationship of the parties is that of an independent contractor, and this MSA shall not establish any relationship or partnership, joint venture, employment, franchise, or agency between the parties. Neither party shall have the power to bind the other or incur obligations on the other’s behalf without the other party’s prior written consent, except as otherwise expressly provided herein. Neither the Client, nor its representatives or employees shall be considered employees of DV.

h) Entire Agreement; Amendment; Waiver. This MSA, the Orders, including the exhibits attached hereto constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior representations, agreements or understanding between the parties (in whatever form). DV may update these terms (i) to reflect changes in our Solutions or processes (e.g., when DV adds new or removes outdated solutions, features, technologies, etc.) or (ii) for legal or regulatory reasons.  Inasmuch as DV may update these terms as stated, DV shall publish the updated terms of use on our website.  Client understands and agrees that its use of the Solutions, including any continued use after any update,  constitutes acceptance of the most updated version of this MSA. Except as expressly set forth in this Agreement, the failure of either party at any time to require the performance by the other party of any provision of this Agreement shall not affect in any way the right to require such performance at any later time, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be an implied waiver of that provision.

i) Survival. The following Sections which by their nature are intended to survive will survive expiration or termination of this MSA or an Order: Section 2, 3, 5, 6, 7, 10, and 11.

j) Notices. All notices and requests required or delivered under this Agreement must be in writing and sent to the party to which the notice, demand or request is being made at the physical address or electronic mail address set forth herein. Notice shall be deemed to have been given immediately when sent by first class U.S. mail, postage prepaid, to each party’s physical address set forth herein. Notices delivered by electronic mail address (with no failure message generated) will be deemed effective the same day. By giving notice pursuant to this Section, any party may change the person or address for its notice, but notice of a change of address shall only be effective upon receipt.

k) Conflicting Terms. In the event of an express conflict between or among the terms of this MSA, any Order, or any other document(s) between the parties, they shall control in the following order: the Order with the most recent date, this MSA and other document(s) executed between the parties. This Agreement shall override and supersede any insertion orders issued by the Client or an agent of the Client, regardless if the insertion order has been agreed to or executed by DV. The parties hereby acknowledge that any such insertion orders have been entered into solely for operational purposes required by the Client or an agent of the Client and shall have no binding effect on the parties.

l) Interpretation. Except as otherwise expressly provided in this Agreement: (I) the words “hereof,” “herein,” “hereto,” “hereby,” “hereunder” and “hereinafter” and words of similar import refer to this Agreement as a whole and not to any particular provision hereof; (II) all references to any section, subsection or clause are to the corresponding section, subsection or clause of this Agreement unless otherwise explicitly stated; (III) the meaning assigned to each term defined in this Agreement shall be equally applicable to both the singular and the plural forms of such term and vice versa; (IV) the term “including” means “including, without limitation,” and the words “include” and “includes” shall have corresponding meanings; (V) except as the context otherwise provides, the words “either,” “or,” “neither,” “nor” and “any” are not exclusive; and (VI) references to any party to this Agreement or any contract shall include such party’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties. No presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. Any contract, instrument, statute, rule or regulation defined or referred to in this Agreement means such contract, instrument, statute, rule or regulation, in each case as from time to time amended, modified or supplemented, including (in the case of contracts or instruments) by waiver or consent and (in the case of statutes, rules or regulations) by succession or comparable successors statutes, rules or regulations. Any contract or instrument defined or referred to in this Agreement shall include all annexes, exhibits and schedules attached thereto. Any statute defined or referred to in this Agreement shall include all rules and regulations promulgated thereunder.

m) Severability.If any provision of this MSA shall be determined to be unenforceable, because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if this MSA did not contain the particular provision(s) held to be unenforceable. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement to effect the original intent of the parties as closely as possible in a mutually acceptable manner so that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

n) Counterparts. Any Orders entered into pursuant to its terms may be executed, including by electronic signature, in two or more counterparts, each of which shall be an original and all such counterparts together shall constitute one and the same instrument. Electronically executed or electronically transmitted signatures have the full force and effect of original signatures.

Definitions

1. “Affiliate” with respect to a party, means any person that directly or indirectly controls, is controlled by, or is under common control with such party. “Control” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
2. “Agreement” has the meaning set forth in the preamble.
3. “Billable Event” means DV’s detected use of the Solutions from any Client or Client Affiliate account or Client or Client Affiliate Property under this Agreement. Billable Events may include detecting, measuring or preventing an occurrence of ad activity, such as ad views, displays or delivery, allows, auctions, bids, blocks, calls, filters, impressions, or requests, as applicable, to the specific Solutions.
4. “Claim” has the meaning set forth in Section 6 (a).
5. “Client” has the meaning set forth in the preamble.
6. “Client Affiliate” means any Affiliate of the Client as of the Effective Date.
7. “Client Data” means all data or information submitted by or on behalf of Client or any data collected by DV that directly identifies Client including Client Confidential Information.
8. “Client Property” means any Client identified website, platform including third party platforms or creative on which Client places or directs DV to implement the Solution.
9. “Confidential Information” has the meaning set forth in Section 4.
10. “Designated Nationals” has the meaning set forth in Section 5 (e).
11. “Disclosing Party” has the meaning set forth in Section 4.
12. “DPA” means the Data Processing Addendum or similar privacy related documentation entered into by the parties.
13. “DV” has the meaning set forth in the preamble.
14. “DV Data” means any data or information provided by DV to Client, or a third-party on Client’s behalf, or collected by or through the Solution or stored therein, including DV Confidential Information and any and all modifications or improvements to the Solutions as well as any derivatives created under this Agreement such as the algorithms and mathematical rules creating bidding models, excluding Client Data.
15. “DV Documentation” means all documentation relating to the Solutions, including user manuals, operating manuals, and other instructions, specifications, documents, and materials in any form or media, that describe any component, feature, requirement, or other aspect of the Solutions, including any documentation relating to functionality, testing, operation or usage of the Solutions.
16. “DV Intellectual Property” has the meaning set forth in Section 3 (a).
17. “EAR” has the meaning set forth in Section 11 (a).
18. “Effective Date” has the meaning set forth in the preamble.
19. “Embargoed Countries” has the meaning set forth in Section 5 (e).
20. “Fees” has the meaning set forth in Section 2 (a).
21. “Force Majeure Event” has the meaning set forth in Section 11 (b).
22. “Independent Information” has the meaning set forth in Section 3 (b).
23. “Infringing Component” has the meaning set forth in Section 6 (a).
    
24. “Intellectual Property Right” means: (i) copyrights, including moral rights, registrations and applications for registration thereof; (ii) software, data and documentation; (iii) unpatented inventions, patents, patent applications and all related continuations, divisional, reissue, utility model, design patents, applications and registrations thereof, certificates of inventions; (iv) mask works and registration thereof; (v) trade secrets, those know-how and negative know-how, manufacturing and product processes and techniques, designs, concepts, methodologies, models, templates, algorithms, prototypes, enhancements, improvements, works in progress, research and development information; and (vi) other proprietary rights relating to the foregoing.
25. “ITAR” has the meaning set forth in Section 11 (a).
26. “MSA” has the meaning set forth in the preamble.
27. “MSO” means a Main Service Order executed by the parties which describes the Solutions to be provided under the Agreement.
28. “Order” means an ordering document executed by the parties that specifies the Solutions purchased by Client under this Agreement. Orders may include Main Services Orders (“MSO”) or Services Orders (“SO”). Each Order must incorporate this Agreement by reference.
29. “Personal Data” has the meaning set forth in the DPA.
30. “Receiving Party” has the meaning set forth in Section 4.
31. “SO” means a Service Order executed by the parties which describes the Solutions to be provided under the Agreement.
32. “Solutions” means each of DV’s digital media measurement and analytics Solutions, as may be further outlined in an applicable SO or MSO, which shall include DV’s proprietary measurement, blocking, filtration, targeting, avoidance, performance, and tracking technology which may be implemented into third-party platforms or embedded within advertisements or designated advertisement inventory to deliver certain data to enable the Solutions and DV’s proprietary technology platform, as well as any and all software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information used by DV to provide the Solutions.
33. “Term” or “Order Term” has the meaning set forth in Section 8 (a).
34. “Trial Solution” means a Solution, functionality or feature, that is designated as trial, beta, pilot, limited release, early adoption, non-production, sandbox, evaluation or a similar description, made available to the Client to use, at its option and at no additional charge, unless otherwise agreed to by the parties.
35. “Third-Party Contractor” has the meaning set forth in Section 1 (b).
36. “User” means an individual who is authorized by Client to use or access the Solutions and who has been supplied an identification and password by Client or at Client’s direction. A User may include Client’s or Client’s Affiliates’ employees, consultants, representatives and agents, but may not in any case include competitors of DV.