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Agency Addendum

RESONATE AGENCY ADDENDUM

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 AGENCY ADDENDUM (this “Addendum”) is hereby incorporated into that certain Resonate Master Subscription Services Agreement between Resonate and Customer to which this Addendum is attached (the “Agreement”). Capitalized terms used in this Addendum without definition shall have the meanings ascribed to them in the Agreement. In the event of any conflict between the provisions of the Agreement and this Addendum, the provisions of this Addendum shall prevail.

  1. CUSTOMER AS AGENCY.

    1. Agency Use. Subject to Customer’s payment of all Fees and compliance with the Agreement, Customer may use the Services and Resonate Data for the benefit of its Clients solely as part of Customer’s Agency Services and not as a standalone offering. Customer may not grant Clients direct access to the SaaS Services unless expressly authorized in an applicable Order. Where a Client is identified in an Order, Customer’s rights under such Order are limited to that Client. To the extent an Order permits Customer to distribute or sublicense Resonate Data to a Client, such rights are limited to the Client identified in the applicable Order or, if no Client is identified, to Customer’s Clients generally in connection with Agency Services.

    2. Client Agreement. Customer shall ensure that each Client is bound by use restrictions, data use obligations, and other protections no less protective of Resonate than those contained in the Agreement. Customer remains responsible for all acts and omissions of its Clients relating to the Services. Resonate shall have no liability arising from any obligations Customer assumes toward a Client that exceed or conflict with the Agreement.

    3. Non-Exclusive. Nothing in the Agreement shall prohibit Resonate from offering Services directly or indirectly to any person or entity.

  2. CUSTOMER RESPONSIBILITIES.

  1. Client Data. Customer shall ensure that it has obtained all necessary consents from Client(s) for Resonate to receive and process Customer Data in accordance with the Agreement. Customer will secure Client’s agreement to restrictions, representations and warranties regarding Customer Data that is no less protective than this Agreement, including without limitation, Sections 8.2 (Restrictions), 12 (Compliance; Security; Privacy) and 14.3 (Customer Warranties).

  2. Third-Party Restrictions. Customer shall not grant any rights or assume any obligations with respect to the Services, Resonate Data, or Resonate IP that conflict with or expand Resonate’s obligations under the Agreement.

  3. Support. Customer will provide direct support to its Clients. Resonate shall provide Customer with support services in accordance with its SLA but Resonate shall have no obligation to provide direct support to Clients.

  1. USE OF TRADEMARKS.

    Resonate grants Customer a non-exclusive, revocable, non-transferable license during the Term to use Resonate’s trademarks solely as reasonably necessary to market and promote the Services in accordance with this Addendum. Customer shall comply with Resonate’s trademark usage guidelines and shall not register, challenge, or otherwise claim rights in any Resonate trademark or confusingly similar mark. All goodwill arising from Customer’s use of the trademarks shall inure solely to Resonate. Customer consents to Resonate using its name and logo to identify Customer as a partner of Resonate. Any use shall be subject to Resonate complying with any guidelines that Customer may deliver to Resonate from time-to-time regarding the use of its name and logo.

  2. TERM AND TERMINATION.

    Upon termination of this Addendum or the Agreement, Customer shall cease promoting the Services, discontinue all use of the trademarks, cease all use of Resonate Data, and ensure that its Clients do the same. Sections that by their nature should survive termination shall survive.