Master Subscription Agreement

RESONATE MASTER SUBSCRIPTION SERVICES AGREEMENT

Effective August 17, 2026. If you entered into an agreement referencing this document between January 31, 2025 and August 16, 2026, that agreement remains governed by the version in effect at that time — view it in our Archived Agreements.

THIS RESONATE MASTER SUBSCRIPTION SERVICES AGREEMENT (this “Agreement”) is made and entered into by and between Resonate Networks, Inc., with its principal offices at 11700 Plaza America Drive, Suite 1000, Reston, VA 20190 (“Resonate”), and the legal entity that executes one or more sales orders, order forms, or similar ordering documents referencing this Agreement (the “Customer”).

This Agreement is made available by Resonate at https://www.resonate.com/master-subscription-agreement/ and is incorporated by reference into each order, sales order, order form, or similar ordering document executed by the parties (each, an “Order”). Each Order incorporates the version of the Agreement in effect as of the date such Order is executed, unless the Order expressly states otherwise.

This Agreement becomes effective as of the earlier of: (a) the date on which Customer executes its first Order referencing this Agreement; or (b) the date on which Resonate first provides Services to Customer under an Order (the “Effective Date”).

Where Customer is a media agency using the Services on behalf of its clients, the terms of the Resonate Agency Addendum shall also apply to Customer’s use of the Services and shall be considered part of the Agreement.

This Agreement sets forth the terms and conditions by which Customer may purchase Services and licenses to data from Resonate. Capitalized terms used in this Agreement, if not otherwise defined in context, have the meanings set forth in Section 19 (Defined Words and Phrases).

1. ORDERS. Subject to the terms and conditions of this Agreement, Resonate will provide the Services and license the Resonate Data as set forth in one or more Orders. Each Order shall be binding upon the parties only after mutual execution and each Order shall be considered an integral part of this Agreement. In the event of a conflict between the provisions of this Agreement and the terms of any Order, the terms of the applicable Order shall control solely with respect to the Services purchased under that Order. No pre-printed or “boilerplate” provisions of any purchase order or other document provided by Customer with or as part of any Order shall be binding upon Resonate.
2. SAAS SERVICES.
   1. Access and Use. Where Customer purchases access rights to the Platform under an Order (“Access Rights”), Resonate will provide Customer with access to the Platform and any related software, functionality, reports, analytics, tools, documentation, data, or services identified in the applicable Order (collectively, the “SaaS Services”) during the applicable Subscription Term. Subject to Customer’s payment of all applicable Fees and compliance with the Agreement, Resonate grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the SaaS Services solely for Customer’s internal business purposes and in accordance with the Agreement and applicable Order. Customer’s use of certain SaaS Services may include access to Resonate Data, which remains subject to the license rights, restrictions, and usage limitations set forth in the applicable Order.
   2. Authorized Users. Customer may permit its employees and contractors acting on its behalf (“Authorized Users”) to access and use the SaaS Services solely for Customer’s benefit and subject to the Agreement. Customer is responsible for: (i) maintaining the confidentiality of account credentials; (ii) ensuring Authorized Users comply with the Agreement; and (iii) all activities occurring under Customer’s accounts. Resonate may suspend or restrict access to the SaaS Services where it reasonably believes such access violates the Agreement, threatens the security or integrity of the Services, or creates legal or regulatory risk.
   3. Service Levels and Support. Resonate will provide support and service availability for the SaaS Services in accordance with Resonate’s Service Level Agreement, as may be updated from time to time (the “SLA”). The remedies set forth in the SLA are Customer’s sole and exclusive remedies for any failure to meet the service levels described therein.
   4. Customer Responsibilities. Customer is responsible for obtaining and maintaining all equipment, software, internet connectivity, and systems necessary to access and use the SaaS Services. Customer will use the SaaS Services only in accordance with applicable law, the Documentation, and any restrictions set forth in the applicable Order.
   5. Platform Changes. Resonate may modify, update, enhance, replace, or discontinue portions of the SaaS Services from time to time. Resonate will not materially reduce the core functionality of the SaaS Services during a Subscription Term unless required by applicable law, a third-party provider, or a Regulatory Requirement. If a modification materially reduces core functionality and such functionality is not restored within thirty (30) days after written notice from Customer, Customer may terminate the affected SaaS Services and receive a prorated refund of prepaid Fees attributable to the terminated Services. Such refund shall be Customer’s sole and exclusive remedy.
   6. Additional SaaS Modules. Certain SaaS Services may include additional modules, functionality, integrations, measurement services, activation services, audience services, tagging services, or other offerings (collectively, “Additional Services”). The specific Additional Services purchased by Customer, together with any applicable usage rights, restrictions, deliverables, fees, and service descriptions, shall be set forth in the applicable Order, Documentation, or product-specific terms incorporated into the Agreement. Certain Additional Services may include audience measurement, insight generation, tagging, data collection, activation, or similar capabilities, which are subject to the data rights and obligations set forth in Section 9.
   7. Artificial Intelligence Features.
      1. Use of AI Features; Customer Responsibilities. Customer may access and use AI Features solely for the Permitted Use and subject to the restrictions set forth in this Agreement and any applicable Order. Customer is solely responsible for (a) the content, accuracy and legality of Customer AI Inputs; (b) ensuring that Customer AI Inputs do not include Sensitive Information prohibited by Section 9.1.3; and (c) independently reviewing and validating AI Output prior to using it to make business, legal, compliance, or other decisions. Customer acknowledges that AI Output may be inaccurate, incomplete, or not appropriate for Customer’s specific use case.
      2. Ownership of AI Inputs and Outputs. As between the parties, Customer retains all right, title, and interest in Customer AI Inputs as Customer Data. AI Output constitutes Resonate Data and/or Resonate IP to the extent generated by or derived from the Services or Resonate IP; provided that, to the extent AI Output includes Customer Data (including verbatim Customer AI Inputs), Customer retains its rights in such Customer Data. Customer may use AI Output solely for the Permitted Use and subject to the restrictions set forth in this Agreement and any applicable Order.
      3. Model Improvement and Training Restrictions. Resonate will not use Customer Data or Customer AI Inputs to train or fine-tune general-purpose artificial intelligence or machine learning models for use outside of providing the Services to Customer, except (i) as expressly authorized in an applicable Order; or (ii) where such information has been aggregated and/or deidentified such that it no longer constitutes Customer Data or Personal Information. Resonate may generate and use Model Improvement Data to operate, maintain, secure, improve, develop, and enhance the Services and Resonate IP. Model Improvement Data is Resonate IP and does not include Customer Data.
      4. Third-Party AI Components. Certain AI Features may utilize or be enabled by Third Party Services. To the extent AI Features rely upon Third Party Services, Section 7 (Third Party Services) applies, and Customer acknowledges that Customer AI Inputs may be processed by such Third Party Services in accordance with applicable Third Party Terms.

3. DATA SERVICES.
   1. Data Services. As set forth in an Order, Resonate shall provide the Data Services and make Attributes Data available to Customer through the delivery mechanisms specified in the applicable Order, which may include file-based delivery (on a one-time or recurring basis), API-based access, or query-based access through Resonate-authorized interfaces, including within Customer-Controlled Data Environments. Except as expressly set forth in an Order, the Data Services do not include access to any Resonate-hosted platform or user interface.
   2. Customer Data. Customer is responsible for providing Customer Data in the format required for the applicable Data Services and for obtaining all rights and permissions necessary for Resonate to process Customer Data under this Agreement.
   3. Attributes Data License. Subject to Customer’s payment of all applicable Fees and compliance with this Agreement, Resonate grants Customer a limited, non-exclusive, non-transferable, terminable in accordance with the Agreement, license during the applicable Order term to use the Attributes Data for Customer’s internal business purposes and authorized marketing activities, including: (i) analytics; (ii) audience segmentation; (iii) modeling and audience development; (iv) personalization; (v) advertising, audience activation, campaign execution, measurement, attribution, and optimization; (vi) campaign measurement and attribution; (vii) optimization of Customer’s marketing, advertising, and audience strategies; and (viii) other use cases expressly authorized in the applicable Order.

If expressly authorized in an applicable Order, Customer may permit its agencies and service providers to use the Attributes Data solely on Customer’s behalf and subject to written restrictions no less protective than those set forth in this Agreement. Customer remains fully responsible for all such use. All rights not expressly granted herein are reserved by Resonate.

4. Restrictions on Use. Customer shall not, and shall not permit any third party to: (i) sell, license, sublicense, distribute, or otherwise make the Attributes Data available as a standalone product, dataset, or service; (ii) use the Attributes Data to create, improve, train, validate, or commercialize any data product, dataset, or service for the purpose of creating a commercially distributed consumer data product or audience dataset that substantially replicates the Attributes Data; (iii) use the Attributes Data for the purpose of identifying or attempting to identify any individual; (iv) combine the Attributes Data with other data for the purpose of re-identification of individuals; (v) extract, reconstruct, scrape, isolate, or replicate the Attributes Data at scale; (vi) generate synthetic datasets or derivative datasets intended for external commercialization or distribution; (vii) disclose the Attributes Data to any unauthorized third party; (viii) use the Attributes Data in violation of Applicable Laws; or (ix) use the Attributes Data for unlawful, discriminatory, or harmful purposes.

For clarity:

(a) Customer may use the Attributes Data within Customer’s internal analytics, modeling, audience creation, optimization, measurement, and AI/ML-enabled business workflows, provided such use does not violate subsection (ii) above; and

(b) nothing in this Agreement prohibits Customer from using Attributes Data for targeted advertising, audience activation, measurement, attribution, personalization, or campaign optimization in compliance with Applicable Laws.

5. Third Party Processing and Activation Environments. Certain Data Services may be performed through third-party platforms, clean rooms, activation environments, or Customer-Controlled Data Environments. Customer acknowledges that such environments may be subject to separate third-party terms and that Resonate is not responsible for the operation, availability, or security of such third-party environments.
6. Ownership. As between the parties, Customer owns Customer Data and Resonate owns the Services, Resonate Data, Outputs, and all related Intellectual Property Rights.

4. ACTIVATION SERVICES.
   1. Description. Where specified in an applicable Order, Resonate may provide data activation services (“Activation Services”), including the delivery, enablement, or integration of audience segments, identifiers, or other data derived from Resonate Data (“Audience Data”) for use in advertising, targeting, measurement, or campaign execution workflows (“Campaigns”). Activation Services may be provided through direct delivery, integrations with third-party platforms, or other activation methods specified in the applicable Order.
   2. Permitted Use. Customer may use Audience Data solely: (i) for Campaigns authorized under the applicable Order; and (ii) in accordance with the license rights and restrictions set forth in this Agreement. Customer shall not: (a) retain or use Audience Data beyond the period authorized in the applicable Order; (b) disclose Audience Data directly to end users; or (c) use Audience Data outside approved activation environments or channels.
   3. Third-Party Activation Platforms. Activation Services may involve third-party platforms, clean rooms, or service providers (“Activation Partners”). Customer’s use of such Activation Partners is subject to the applicable third-party terms, and Resonate is not responsible for the operation, availability, or security of such third-party platforms.
   4. Audience Data. Customer acknowledges that Audience Data: (i) is derived from probabilistic models and third-party sources and may not be complete or accurate; and (ii) constitutes Resonate Data and is licensed, not sold.
   5. Reporting and Usage Verification. Where required for billing, reconciliation, or compliance purposes, Customer shall provide reasonable reporting regarding its use of Audience Data, including metrics such as impressions, delivery volumes, or other usage-based measures specified in the applicable Order. Resonate may rely on its own measurement systems or third-party reporting sources to verify Customer’s usage.
5. ANCILLARY SERVICES. Resonate will provide the Ancillary Services, if any, as set forth in an Order. If the Ancillary Services involve the delivery of any work product, developments, inventions, technology, or materials (collectively, “Deliverables”), except to the extent that such Deliverables include Customer Data or Customer’s Confidential Information, Resonate shall retain ownership of all Deliverables. Resonate grants to Customer a non-exclusive license to use the Deliverables during the applicable Order term, solely in connection with Customer’s authorized use of the Services. To the extent that Ancillary Services involve Customer’s access or use of products or services that are sold or licensed by a third party, Customer shall agree to such third party’s license terms, as set forth in the applicable Order.
6. EVALUATION AND BETA SERVICES.
   1. Evaluation Services. From time to time, Resonate may make available certain Services, features, functionality, data sets, models, match tests, pilots, proofs of concept, or other offerings on an evaluation, beta, preview, pilot, or early access basis (collectively, “Evaluation Services”). Evaluation Services may apply to SaaS Services, Data Services, Ancillary Services, or any combination thereof, and may be offered at no charge or at a reduced fee, as specified in an applicable Order or otherwise authorized by Resonate.
   2. Use and Availability. Customer may use Evaluation Services solely for Customer’s internal evaluation, testing, and validation purposes and not for resale, commercial exploitation, or production reliance unless expressly authorized in writing by Resonate. Evaluation Services are experimental in nature and may contain errors, defects, inaccuracies, incomplete data, or other issues. Evaluation Services may be modified, limited, suspended, or discontinued by Resonate at any time without liability.
   3. No Service Levels; Customer Responsibility. Evaluation Services are excluded from any service level commitments, support obligations, service credits, warranties, or performance commitments otherwise applicable to the Services. Any support provided in connection with Evaluation Services is provided at Resonate’s discretion. Customer is solely responsible for independently reviewing, validating, and testing any outputs, results, analyses, matches, insights, recommendations, or other content generated through Evaluation Services before relying upon them for business, legal, compliance, operational, or commercial purposes.
   4. Feedback. Customer may provide feedback, suggestions, or input relating to Evaluation Services or the Services generally (“Feedback”). Customer grants Resonate a perpetual, irrevocable, royalty-free, sublicensable right to use, incorporate, and exploit such Feedback for any purpose without obligation to Customer. Feedback constitutes Resonate IP.
   5. Suspension or Termination. Resonate may suspend or terminate Customer’s access to Evaluation Services at any time, without liability. Upon expiration or termination of Evaluation Services, Customer’s rights to access and use the applicable Evaluation Services shall immediately cease.
7. THIRD PARTY SERVICES. Customer may purchase access to Third Party Services or licenses to Third Party Data or Resonate may allow for the integration of Third Party Services by the Platform. All Third Party Services and Third Party Data are offered by Resonate on an optional basis and are not required for use of the Services. Any Third Party Services or Third Party Data utilized by Customer as part of the Services are subject to separate Third Party Terms, even if Resonate acts as an ordering and billing agent and includes fees or charges for Third Party Services or Third Party Data on its invoices to Customer. Customer’s procurement or use of Third Party Services or Third Party Data is solely between Customer and the entity who controls the Third Party Service or Third Party Data, as applicable, and Resonate assumes no responsibility or liability whatsoever for Third Party Services or Third Party Data. Customer acknowledges that Resonate does not control Customer’s configuration, access controls, or data governance within Third Party Services. Customer’s use of Resonate Data within Third Party Services remains subject to the license rights and restrictions set forth in this Agreement. Customer is solely responsible for any Third Party Services or Third Party Data that it accesses, installs or uses with the Services and does hereby waive any legal or equitable rights it may have against Resonate, and releases Resonate from any and all liability arising from Customer’s use of, or interaction with, the Third Party Services and Third Party Data. Resonate disclaims all warranties for the Third Party Services or Third Party Data.
8. INTELLECTUAL PROPERTY RIGHTS.
   1. Proprietary Rights; No Implied Licenses. As between the parties, Resonate owns all Intellectual Property Rights and other proprietary interests that are embodied in, or practiced by, the Services, including the Platform, the Resonate Data, the Deliverables and Documentation, AI Features and all improvements, modifications, enhancements, derivative works, models, and innovations (collectively, “Resonate IP”). To the extent Customer accrues any copyright or other property interest in and to any Resonate IP or any derivative works made thereto, Customer hereby assigns such rights to Resonate. Except as expressly set forth in this Agreement or an applicable Order, no rights or licenses are granted to Customer by implication or otherwise. Resonate reserves all rights not expressly granted.
   2. Restrictions. Except as expressly permitted under this Agreement, Customer shall not, and shall not permit any Authorized User or third party to: (i) resell, sublicense, distribute, disclose, or otherwise provide access to the Services or Resonate IP to any third party, or use the Services or Resonate IP outside the scope of the rights granted under this Agreement; (ii) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying structure, trade secrets, or proprietary technology embodied in the Services or Resonate IP, except to the limited extent expressly permitted by applicable law; (iii) use any trademarks, trade names, service marks, logos, domain names, or other proprietary identifiers associated with the Services without Resonate’s prior written consent; or (iv) use the Services in violation of this Agreement, applicable law, or any applicable Order; (v) use the Services, Resonate Data, or AI Features to develop, train, validate, benchmark, improve, or support any competing product, service, dataset, model, or artificial intelligence system; (vi) scrape, extract, reconstruct, reverse engineer, or otherwise attempt to discover the underlying models, algorithms, training data, prompts, weights, or other components of the Services or AI Features, including through model extraction, prompt injection, automated querying, or similar techniques; (vii) circumvent or attempt to circumvent any usage restrictions, security measures, safety controls, access limitations, or technical protections incorporated into the Services or AI Features.
9. TREATMENT OF DATA.
   1. Customer Data.
      1. Ownership. As between the parties, Customer owns all Customer Data (including Insight Data, which shall be treated by Resonate as Customer-owned Personal Information).
      2. Delivery and License. Customer may provide Customer Data to Resonate directly, through Third Party Services, or through Customer Data Collection Activities. Customer is responsible for timely delivery of Customer Data and compliance with Resonate’s onboarding requirements. Customer grants Resonate a non-exclusive license during the Term to use, store, process, analyze, transmit, and display Customer Data as necessary to provide the Services and perform its obligations under the Agreement. Customer is solely responsible for the content, accuracy, legality, and permissions associated with Customer Data.
      3. Restrictions. Customer shall not transmit, provide, or otherwise make available to the Platform sensitive information of any kind, which includes but is not limited to information regarding a minor under the age of 13, sensitive financial information, sensitive medical or health information, race or ethnicity, religious beliefs, sexual orientation, precise geographic location, as well as those elements described as sensitive information under State Data Privacy Laws.
   2. Resonate Data. Except for the limited licenses granted in this Agreement, Resonate retains ownership in the Resonate Data.
   3. Third Party Data. Customer’s use of Third Party Data is subject to the applicable Third Party Terms. Resonate does not own or control Third Party Data and disclaims responsibility for its accuracy, completeness, availability, or intellectual property rights.
   4. Usage Data; Deidentified Data. Resonate may collect Usage Data in connection with Customer’s use of the Services. Resonate owns all Usage Data. Resonate may also create, derive, and use aggregated and deidentified information from Customer Data, Usage Data, and Customer’s interactions with the Services (“Deidentified Data”). Deidentified Data is not Customer Data and does not constitute Personal Information. Resonate may use Usage Data and Deidentified Data to operate, maintain, secure, analyze, support, improve, develop, and enhance the Services, AI Features, models, methodologies, and related technologies, as well as for analytics, benchmarking, research, product development, and other lawful business purposes. Resonate will not attempt to reidentify Deidentified Data except as permitted by Applicable Law.
   5. Customer Data Collection Activities.
      1. Customer Collection Activities. Certain Services may permit Customer to collect, onboard, transmit, or make available Customer Data through tags, pixels, APIs, SDKs, scripts, cookies, identifiers, or similar technologies (“Collection Technologies”) provided or approved by Resonate.
      2. Implementation and Consents. Customer is solely responsible for implementing Collection Technologies in accordance with Resonate’s Documentation and obtaining all notices, consents, permissions, and contractual rights necessary to collect, transmit, and provide Customer Data to Resonate, including any permissions required from website owners, application providers, publishers, data providers, or other third parties on whose properties Collection Technologies are deployed.

10. CHARGES, PAYMENT AND TAXES.

1. Charges. Customer will pay all amounts as set forth in an Order, without offsets or deductions, no later than the date on which they are due. The pricing specified in an Order will be firm for the initial Subscription Term. Except as set forth in the Order, charges applicable in any renewal terms will be subject to an increase of ten percent (10%) over the previously applicable sales price. Except as specifically provided for in the Agreement, all charges are non-refundable, and all Services are non-cancellable.
2. Excess Utilization Fees. Certain fees may be based on Customer’s usage of the Services or Resonate Data, including usage metrics specified in the applicable Order (“Usage Metrics”). If Customer exceeds the applicable usage limits set forth in an Order (“Usage Limits”), Resonate may invoice Customer for such excess usage at the rates set forth in the Order, or, if not specified, at Resonate’s then-current standard rates. Excess usage fees may be invoiced monthly in arrears and do not require a separate Order.

Resonate may monitor or reasonably estimate Customer’s usage to verify compliance with applicable Usage Limits. If Customer materially exceeds agreed Usage Limits and the parties do not agree on revised commercial terms, Resonate may suspend further delivery of the applicable Services upon reasonable notice.

3. Payment Terms. Invoices will be due and payable in accordance with the terms of the Order, or if no payment term is specified, all fees shall be invoiced immediately upon execution and due no later than thirty (30) days from the date of invoice. Customer will pay all fees in immediately available U.S. funds by wire transfer or other method as mutually agreed to by the parties.
4. Late Payment. Any invoiced amount not paid by when due will incur a late payment charge at the rate of one and a half percent (1.5%) per month (or such lower amount as may be permitted by law) until paid. Payment schedules, amounts, and other related payment terms will be as set forth on the Order. If Resonate undertakes collection efforts due to non-payment, Customer shall be responsible for all reasonable costs of collection, including attorneys’ fees. Additionally, Resonate may, in its sole discretion and in addition to its remedies under this Agreement or pursuant to applicable law, suspend all Services, immediately upon notice, until Customer has paid the full balance owed.
5. Taxes. The charges do not include applicable sales/use, gross receipts, value-added, GST or other tax on the transactions contemplated herein, other than taxes based on the net income or profits of Resonate. If any authority imposes a duty, tax or similar levy, Customer agrees to pay, or to promptly reimburse Resonate for, all such amounts.

11. CONFIDENTIALITY “Confidential Information” means non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (i) is or becomes public through no fault of the Receiving Party; (ii) was lawfully known to the Receiving Party without restriction before disclosure; (iii) is independently developed without use of the Confidential Information; or (iv) is lawfully obtained from a third party without restriction.

The Receiving Party shall: (a) use the Confidential Information solely for purposes of this Agreement; (b) protect the Confidential Information using reasonable care, and no less than the care it uses to protect its own similar information; and (c) not disclose Confidential Information except to its Affiliates, employees, contractors, advisors, and service providers who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

A Receiving Party may disclose Confidential Information if required by law, subpoena, or court order, provided that, where legally permitted, it gives the Disclosing Party reasonable prior notice and reasonably cooperates with efforts to limit the disclosure.

Upon termination of this Agreement or written request, each party shall destroy or return the other party’s Confidential Information, except as required by law or retained in routine backup systems.

12. COMPLIANCE; SECURITY; PRIVACY.
    1. Laws and Industry Standards. Each party will comply with all Applicable Laws in performance of its obligations and exercise of its rights under this Agreement.
    2. Privacy Policies. Each party shall each have an easily accessible privacy policy, the presentation, posting and content of which shall comply with all Applicable Laws and which shall be linked to conspicuously from the home page(s) of such party’s website, with a link that contains the word “Privacy”. Customer shall also ensure, via written agreement, that all Site Owners comply with this Section.
    3. Security. Each party shall maintain reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of information received from the other party. Resonate’s safeguards shall be no less rigorous than those described in the Resonate Security Policy. Each party shall notify the other without undue delay upon becoming aware of any unauthorized disclosure of the other party’s Confidential Information or Personal Information and shall cooperate in mitigating the effects of such disclosure.
    4. Privacy.
       1. DPA. To the extent that either party provides the other with Personal Information, each party shall comply with its obligations set forth in the DPA. In the event of a conflict between this Agreement and the DPA, the DPA shall control with respect to the processing of Personal Information and data protection obligations. Additionally, Resonate will not, and certifies that it will not, collect, retain, use, sell, or otherwise disclose the Personal Information of Customer for any purpose other than for the specific purpose of performing the services specified in this Agreement, the DPA, or as otherwise required by law.
       2. Roles. To the extent Resonate processes Customer Data on Customer’s behalf, Resonate acts as a processor or service provider and Customer acts as the controller or business, as further described in the DPA. To the extent Resonate processes Resonate Data, Usage Data, Model Improvement Data, or other data owned or controlled by Resonate, Resonate acts as an independent controller or business and not on Customer’s behalf.
    5. Protected Health Information. Customer shall not provide Resonate with Protected Health Information unless the parties have executed a mutually acceptable Business Associate Agreement (“BAA”). If Customer provides Protected Health Information to Resonate without an executed BAA, such disclosure shall be deemed unauthorized and made at Customer’s sole risk, and Resonate shall have no obligation to process such information in accordance with HIPAA.
13. TERM AND TERMINATION.
    1. Term. Unless sooner terminated in accordance with the provisions of this Section, the Agreement commences on the Effective Date and continues until all Subscription Terms, including any renewals thereof, have been terminated or expired (the “Term”). Unless otherwise set forth on an Order, the Subscription Term on each Order will automatically renew for successive twelve-month periods, unless either party gives the other party notice of non-renewal at least sixty (60) days before the end of the Subscription Term.
    2. Early Termination For Cause. Either party may terminate the Agreement, including all Orders, immediately upon written notice to the other party, if the other party: (a) commits a material breach of the Agreement, which is capable of remedy, and fails to remedy the breach within thirty (30) days after written notice; (b) commits any act with the intent to defraud the other party or any third-party; or (c) becomes insolvent, files for bankruptcy, makes arrangement for the benefit of creditors, insolvency or receivership proceedings by or against such party.
    3. Effect of Termination. Upon termination of the Agreement, all rights and licenses granted to Customer under the Agreement will immediately cease, neither party shall have continuing rights to the other party’s Confidential Information, and any payment obligations that have accrued but remain unpaid will become immediately due and payable. Additionally, Customer shall promptly disable or remove all Collection Technologies. If Customer fails to do so, Resonate may continue processing Customer Data generated by such Collection Technologies and may invoice Customer for any resulting usage, processing, storage, activation, or other applicable fees at Resonate’s then-current rates until the Collection Technologies are disabled or removed.
    4. Use of Resonate Data. Unless otherwise specified in an Order, Customer shall cease use of all Resonate Data and delete all copies in its possession or control. Provided that Customer is not in default under the Agreement, Customer may continue to use Audience Data solely to support Campaigns initiated during the Order term for a period not to exceed sixty (60) days following expiration or termination, provided that Customer remains in compliance with this Agreement, including reporting and payment obligations. Thereafter, Customer shall cease all use of Audience Data and delete all copies in its possession or control.
14. WARRANTIES AND DISCLAIMER AND LIMITATION OF LIABILITY.

1. Mutual Warranties. Each party represents and warrants (i) that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (ii) that the execution of the Agreement will not conflict with or violate any provision of any law having applicability to such party; and (iii) that the 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.
2. Resonate Warranties. Resonate warrants that (i) the SaaS Services will be provided in accordance with the service levels set forth in the SLA; and (ii) Ancillary Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Customer’s sole and exclusive remedies for breach of the foregoing warranties shall be those expressly set forth in the SLA with respect to SaaS Services and, with respect to Ancillary Services, re-performance of the non-conforming Ancillary Services at no additional charge, provided Customer notifies Resonate of the applicable deficiency within fifteen (15) business days after delivery of the affected Ancillary Services.
3. Customer Warranties. Customer represents and warrants that (i) it has provided all notices and disclosures required under Applicable Laws to data subjects whose Personal Information is included in Customer Data, including notice of collection, use, disclosure, and processing by Resonate in accordance with this Agreement and the Data Protection Addendum; (ii) it has obtained all rights, permissions, and consents required under Applicable Laws (including any opt-in consents where required) to provide Customer Data to Resonate and to permit Resonate’s processing of Customer Data for the purposes contemplated by this Agreement; and (iii) Customer Data complies with the restrictions set forth in Section 9.1.3 and all other requirements of this Agreement. Resonate’s processing of Customer Data is performed in reliance on the foregoing warranties.
4. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES, AI FEATURES, RESONATE DATA, THIRD PARTY DATA, AND ALL OUTPUTS, RESULTS, ANALYSES, INSIGHTS, RECOMMENDATIONS, AND OTHER INFORMATION MADE AVAILABLE THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RESONATE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, RESONATE DOES NOT WARRANT THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, ERROR-FREE, OR SUITABLE FOR CUSTOMER’S PARTICULAR PURPOSES. EVALUATION SERVICES ARE PROVIDED WITHOUT WARRANTIES, SERVICE LEVELS, OR GUARANTEES OF ANY KIND.

15. LIMITATION OF LIABILITY.
    1. GENERAL LIMITATION OF LIABILITY. EXCEPT FOR (i) DATA PROTECTION CLAIMS (WHICH ARE SUBJECT TO SECTION 15.2), (ii) A BREACH OF SECTION 8 (INTELLECTUAL PROPERTY RIGHTS), (iii) RESONATE’S INDEMNIFICATION OBLIGATIONS FOR INFRINGEMENT CLAIMS, AND (iv) CUSTOMER’S OBLIGATION TO PAY FEES WHEN DUE, (A) EACH PARTY’S ENTIRE AGGREGATE LIABILITY TO THE OTHER PARTY AND ITS AFFILIATES FOR ANY AND ALL DIRECT CLAIMS OF WHATEVER NATURE ARISING OUT OF OR RELATING TO THE PROVISION OR USE OF THE SERVICES, RESONATE DATA, CUSTOMER DATA, OR OTHERWISE ARISING IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO RESONATE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACT, OMISSION, OR OCCURRENCE GIVING RISE TO SUCH LIABILITY (THE “AGGREGATE CAP”); AND (B) NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, EXEMPLARY, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST REVENUES, LOST PROFITS, LOST SAVINGS, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTORY LIABILITY, INDEMNITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. DATA PROTECTION CLAIMS. NOTWITHSTANDING SECTION 15.1, EACH PARTY’S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY AND ITS AFFILIATES FOR DATA PROTECTION CLAIMS SHALL NOT EXCEED TWO TIMES (2×) THE AGGREGATE CAP.
16. INDEMNIFICATION.

1. Indemnification of Customer.
   1. Resonate agrees to defend or settle any claim brought against Customer by an unaffiliated third party arising from (i) Resonate’s gross negligence or willful misconduct, or (ii) allegations that Customer’s use of the SaaS Services as authorized by this Agreement infringes such third party’s patents, or alleging that such use infringes or misappropriates, as applicable, such third party’s copyrights, trademarks or trade secret rights under applicable laws (an “Infringement Claim”). Resonate shall pay all amounts that are finally awarded against Customer based on any such claims by a court of competent jurisdiction or any amounts that Resonate has agreed to pay in settlement of the relevant third-party claim. Except for Infringement Claims, Resonate’s indemnification obligations under this Section 16.1 are subject to the limitations of liability set forth in Section 15.
   2. If an Infringement Claim is made or appears possible, Customer agrees to permit Resonate, at Resonate’s sole discretion, to: (i) enable Customer to continue to use the SaaS Services, as applicable; (ii) to modify or replace any such infringing material to make it non-infringing; or (iii) require Customer to cease use of, and, if applicable, return, such materials as are the subject of the infringement claim, and in the case of this clause (iii), Resonate shall in connection with such requirement refund unearned pro rata portion of fees attributable to the materials or portion of the SaaS Services with regard to which the use is discontinued.
   3. Resonate will have no obligation to indemnify for an Infringement Claim where the alleged infringement, violation or misappropriation arises, in whole or in part, from: (i) the modification of any Resonate product or services or data not made by Resonate; (ii) the combination, operation or use of any Resonate products or service or data with other software, hardware, systems, data or technologies not provided by Resonate or explicitly authorized by the Documentation; (iii) Customer’s use of Third Party Services or Third Party Data; (iv) Customer’s breach of Section 14.3 (Customer Representations and Warranties); or (v) Customer’s use of the SaaS Services other than in accordance with the Documentation.
   4. THE PROVISIONS OF THIS SECTION 16.1 SET FORTH RESONATE’S SOLE AND EXCLUSIVE OBLIGATIONS, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.
2. Indemnification of Resonate. Customer shall indemnify, defend, and hold harmless Resonate and its Affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claim, demand, investigation, action, or proceeding, and all related damages, fines, penalties, judgments, settlements, liabilities, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to: (i) Customer’s gross negligence or willful misconduct; (ii) Customer’s breach of this Agreement, including without limitation Sections 8 (Intellectual Property Rights) and 14.3 (Customer Warranties); (iii) Customer’s failure to comply with Applicable Laws, including without limitation laws relating to privacy or data protection; (iv) Customer’s failure to provide required notices or obtain required consents with respect to Customer Data; (v) Customer’s use, disclosure, distribution, or exploitation of the Services or Resonate Data in violation of this Agreement, any applicable Order, or Applicable Laws; or (vi) Customer’s breach of any Third Party Terms. Customer shall pay all amounts finally awarded against Resonate by a court of competent jurisdiction or agreed to in settlement of any such claim.
3. Indemnification Procedures. With respect to any claim, demand or action for which an indemnity is provided under this Section, the party to be indemnified (the “Indemnified Party”) shall: (i) give prompt written notice to the indemnifying party (the “Indemnifying Party”) of the claim, demand or action for which an indemnity is sought (provided, however, that failure of Indemnified Party to provide such notice will not release the Indemnifying Party from any of its indemnity obligations except to the extent that the Indemnifying Party’s ability to defend such claim is prejudiced thereby), (ii) reasonably cooperate in the defense or settlement of any such claim, demand or action, at the expense of the Indemnifying Party; and (iii) give the Indemnifying Party sole control over the defense or settlement of any such claim; provided, however, the Indemnifying Party shall not enter into any settlement without the Indemnified Party’s express consent that (1) assigns, imparts or imputes fault or responsibility to the Indemnified Party or its affiliates, (2) includes a consent to an injunction or similar relief binding upon the Indemnified Party or its affiliates, (3) fails to contain reasonable confidentiality obligations protecting the confidentiality of the settlement, or (4) provides for relief other than monetary damages that the Indemnifying Party solely bears.

17. REGULATORY REQUIREMENT. If a regulatory body, or a court of competent jurisdiction, issues a rule, regulation, law or order that has the effect of materially increasing the cost to provide the Services or canceling, changing, or superseding any material term or provision of this Agreement (collectively “Regulatory Requirement”), Resonate may modify the terms of this Agreement to the extent reasonably necessary to comply with such Regulatory Requirement. If a change to this Agreement has a material adverse impact on Customer, then Customer may object to the change by notifying Resonate within thirty (30) days after Resonate provides notice. If Customer so notifies Resonate, then Customer will remain governed by the Agreement in effect immediately before the change until the earlier of: (i) the end of the then-current Subscription Term; or (ii) twelve (12) months after the notice was given. Customer shall have no right to object to a Resonate modification that is required by a court order or Applicable Law, or that applies exclusively to new Services or functionality.

18. MISCELLANEOUS.
    1. Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.
    2. Force Majeure. Neither party shall be liable for delays or failures in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, utility failures, or internet or telecommunications outages.
    3. Waiver. No waiver under this Agreement shall be effective unless in writing. A waiver of any breach or default shall not constitute a waiver of any other breach or default.
    4. Audit Rights. During the Term and for one (1) year thereafter, Resonate and/or an independent auditor on behalf of Resonate may audit Customer’s applicable systems, books and records, to ensure Customer’s compliance with the license rights and restrictions set forth in the Agreement as well as compliance with Applicable Laws. Each party will pay the costs that it incurs in the course of the audit. Such audits shall occur upon reasonable notice and during normal business hours. If the audit reveals an underpayment, or a failure by Customer to fully comply with all the payment terms and conditions of the Agreement, then Customer will immediately pay Resonate the underpaid amount, with interest in accordance with Section 10.4 of this Agreement, from the date such amount is due until the date such amount is finally paid in full. In addition, if any audit reveals an underpayment of more than three (3%) percent for any reporting period, then, without limiting Resonate’s other rights and remedies at law or in equity, Customer will also reimburse Resonate for its reasonable costs incurred in conducting such audit.
    5. Severability. If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified only to the extent necessary to make it enforceable.
    6. Amendment. This Agreement may be amended only in a writing signed by both parties.
    7. Survival. Termination of the Agreement shall not affect either party’s accrued rights or obligations under this Agreement as they exist at the time of termination, or any rights or obligations that either expressly or by implication continue after the Agreement has ended, including without limitation, Sections 8 (Intellectual Property Rights), 9 (Treatment of Data), 10, 11, 12 (Compliance; Security; Privacy), 14.3 (Customer Representations and Warranties), 14.4, 15 (Limitation of Liability), 16 (Indemnification), 18 (Miscellaneous), and 19 (Defined Words and Phrases), as well as any outstanding payment obligations.
    8. Assignment. Customer may not assign this Agreement without Resonate’s prior written consent, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets. Resonate may assign this Agreement without consent. Any prohibited assignment is void.
    9. Marketing Materials and Communications. Customer agrees that Resonate may identify Customer as a customer of Resonate and use Customer’s name and logo in customer lists and marketing materials. Customer may revoke such permission upon written notice.
    10. Notices. Notices under this Agreement must be in writing and will be deemed given upon delivery by personal delivery, recognized courier, or email to the contacts identified in the applicable Order. Notices relating to breach or indemnification must be sent by courier or certified mail.
    11. Headings. The headings and other captions in this Agreement are for convenience and reference only and shall not be used in interpreting, construing or enforcing any of the provisions of this Agreement.
    12. No Third Party Beneficiaries. Except as expressly stated, this Agreement creates no third-party beneficiary rights.
    13. Governing Law. This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to conflict of laws principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in the Eastern District of Virginia and waive any right to a jury trial.
    14. Counterparts; Electronic Signature. This Agreement may be executed in counterparts, including electronically, each of which is deemed an original.
    15. Entire Agreement. This Agreement, together with all Orders and incorporated documents, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings relating to such subject matter.
19. DEFINED WORDS AND PHRASES.
    1. “Activation Services” means creation and delivery of Audience Data.
    2. “Affiliate” means any present or future company that, directly or indirectly, controls, is controlled by or is under common control with a party.
    3. “AI Features” means any feature, functionality, or service component of the Services that uses machine learning, artificial intelligence, statistical models, or similar techniques to generate insights, recommendations, predictions, summaries, segments, or other outputs.
    4. “AI Output” means any data, results, recommendations, predictions, segments, insights, summaries, or other outputs generated by AI Features based on Customer AI Inputs, Resonate Data, Usage Data, or other information processed by the Services.
    5. “Ancillary Services” means implementation, onboarding, consulting, training, or other professional services related to the Data Services.
    6. “Attributes Data” means Resonate Data that is made available to Customer as part of the Data Services.
    7. “Applicable Laws” means applicable laws, regulations, and binding industry self-regulatory requirements relating to a party’s performance under this Agreement.
    8. “Authorized Users” means employees or contractors who are acting on Customer’s behalf within the scope of access rights granted to Customer under the Agreement.
    9. “Customer AI Inputs” means Customer Data, prompts, queries, instructions, or other content submitted to, or otherwise processed by, AI Features.
    10. “Customer-Controlled Data Environment(s)” means any environment, platform, or infrastructure controlled by Customer or a third party acting on Customer’s behalf in which Resonate Data or Customer Data may be accessed, processed, stored, or analyzed.
    11. “Customer Data” means data or data files that are uploaded by or on behalf of Customer for processing by the Data Services, including Insight Data.
    12. “Data Services” means access to or delivery of certain Attributes Data by Resonate to Customer on a licensed basis. Data Services do not involve access to the SaaS Services.
    13. “DPA” means the Resonate Data Protection Addendum, made available at https://www.resonate.com/data-processing-addendum/.
    14. “Data Protection Claims” means any claims, demands, investigations, regulatory actions, fines, penalties, or indemnification obligations arising from a party’s breach of Sections 11 (Confidentiality), 12.3 (Security), or 12.4 (Privacy), or any breach of Data Protection Laws that results in the unauthorized access to or use of any Personal Information.
    15. “Data Protection Laws” means applicable U.S. privacy, data protection, and consumer protection laws relating to the collection, processing, disclosure, or use of Personal Data.
    16. “Documentation” means Resonate’s then-current user manuals and other technical materials relating to the SaaS Services that are generally made available by Resonate to its customers.
    17. “Insight Data” means Customer Data that is collected through Collection Technologies, including event-level, behavioral, website interaction, audience, or similar first-party data.
    18. “Insight Services” means consumer sentiment tracking through CRM Insights, Site Insights or Media Insights, as further described in an Order.
    19. “Intellectual Property Rights” means patents, copyrights, trademarks, trade secrets, database rights, and other proprietary or intellectual property rights recognized under applicable law.
    20. “Marks” means a party’s name, trade names, trademarks or service marks.
    21. “Model Improvement Data” means de-identified and/or aggregated data derived from use of the Services (including Usage Data and operational telemetry) that does not identify Customer, any Authorized User, or Customer Data, and that is used to maintain, improve, develop, or enhance the Services or Resonate’s underlying models and methodologies. Model Improvement Data may include Deidentified Data.
    22. “Order” means an order for the Services that is executed by Resonate and Customer or its Affiliates.
    23. “Outputs” means any reports, analyses, insights, recommendations, audience segments, scores, models, predictions, summaries, visualizations, datasets, match results, AI Output, or other information, content, or materials generated, delivered, or made available by or through the Services, whether derived from Customer Data, Resonate Data, Third Party Data, Usage Data, or any combination thereof.
    24. “Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household that is processed for or on behalf of Customer under the Agreement.
    25. “Platform” means Resonate’s proprietary platform of servers, software and technology that is hosted, served, or managed by Resonate or Resonate’s third-party service provider and furnished to Customer.
    26. “Permitted Use” means Customer’s internal business purposes, which may include informing Customer’s marketing strategy, messaging and creative decisions, and deepening its understanding of its own customers. Customer is prohibited from selling, licensing, commercializing, or providing the Services or Resonate Data as a standalone product or service.
    27. “Resonate Data” means insights, data, reports or information contained in, generated by or derived from the Services and the Platform or delivered as part of Data Services, including Resonate insights, research data, audience data and survey data. Resonate Data includes Audience Data and Attributes Data but excludes Customer Data and Third Party Data.
    28. “Resonate Security Policy” means the Resonate Security Policy, made available at https://www.resonate.com/security-overview/.
    29. “Services” means the services provided by Resonate to Customer, as identified in an Order, which may include SaaS Services, Data Services, Activation Services or Ancillary Services.
    30. “Subscription Term”, means the period during which Customer is entitled to receive the SaaS Services and/or the Data Enrichment License, as specified in an Order.
    31. “Third Party Data” means any data that is made available by Resonate to Customer through the Services which are not owned by Resonate and which are identified as Third Party Data, either as set forth in the Order or within the Platform or the Documentation.
    32. “Third Party Services” means any service that is performed by a third party, which is listed on the Order, or identified as a Third Party Service within the Platform or the Documentation.
    33. “Third Party Terms” means the terms and conditions and privacy policies of the providers of Third Party Services or Third Party Data.
    34. “Usage Data” means usage and operations data in connection with Customer’s use of the Services, including login information, query logs, and metadata (e.g., object definitions and properties).