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Data Services Agreement

RESONATE DATA 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 Data Services Agreement (“Agreement”) sets forth the terms and conditions under which Resonate Networks, Inc. (“Resonate”) provides Data Services and licenses Resonate Data to the entity executing an Order referencing this Agreement (“Customer”).

This Agreement is incorporated into, and governs, each Order executed by the parties. Each Order incorporates the version of this Agreement in effect as of the date of such Order, unless otherwise expressly stated in the applicable Order.

If Customer is a media agency purchasing or using the Data Services or Resonate Data on behalf of its clients, the Resonate Agency Addendum, is incorporated into and forms part of this Agreement.

Capitalized terms used but not otherwise defined in this Agreement have the meanings set forth in Section 19 (Definitions).

This Agreement is effective as of the earlier of: (a) the execution of the first Order referencing this Agreement; or (b) Resonate’s provision of Data Services to Customer (the “Effective Date”).

  1. GENERAL
    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 Order shall prevail 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. Affiliate Orders. Customer’s Affiliates may enter into Orders, subject to the terms and conditions of this Agreement. By executing an Order, such Affiliate shall be deemed to be “Customer” for the purposes of this Order and agrees to be bound by all terms, conditions and obligations of Customer contained in this Agreement and the applicable Order. Customer shall remain responsible for its Affiliates’ compliance with this Agreement unless otherwise expressly agreed in writing by Resonate.
    3. Non-Exclusive. Nothing in this Agreement shall prohibit Resonate from offering Services directly or indirectly to any person or entity.
  2. DATA SERVICES AND LICENSE.
    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.
    1. 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 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.

  1. Restrictions on Use. Except as expressly permitted by this Agreement, 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.

  1. 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.
  2. Ownership. As between the parties, Customer owns Customer Data and Resonate owns the Services, Resonate Data, Outputs, and all related Intellectual Property Rights.
  1. ACTIVATION SERVICES
    1. Description of Activation Services. 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.

  1. 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 Section 2.

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.

  1. 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.
  2. 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.
  3. 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.
  1. 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.
  2. EVALUATION SERVICES.
    1. Availability. From time to time, Resonate may make available certain services or Resonate Data, including audience segments, data sets, models, match tests, proofs of concept, pilots, or other data-related offerings on an evaluation, preview, pilot, or early access basis (collectively, “Evaluation Services”). Evaluation Services may be provided at no charge or at reduced fees, as specified in an applicable Order or otherwise authorized by Resonate. Evaluation Services are provided separately from, and outside the scope of, the Services unless expressly stated otherwise in an applicable Order. Evaluation Services are provided for evaluation purposes only and are not production services unless expressly designated otherwise in the applicable Order.
    2. Purpose and Permitted Use. Customer may use Evaluation Services solely for Customer’s internal evaluation, testing, validation, and business assessment purposes and not for resale, commercialization, external distribution, or production deployment, except as expressly authorized in writing by Resonate. Evaluation Services are made available solely for Customer’s internal evaluation, testing, validation, and business assessment purposes and may be modified, suspended, limited, or discontinued by Resonate at any time, with or without notice.
    3. Limited Support. Evaluation Services are provided outside Resonate’s standard service commitments, service levels, support obligations, and performance commitments. Any support provided is offered on a commercially reasonable efforts basis and may be modified or discontinued at any time.
    4. Disclaimer. Evaluation Services are experimental in nature and may contain errors, defects, interruptions, inaccuracies, incomplete functionality, or other issues. Evaluation Services are provided “AS IS” and “AS AVAILABLE,” without warranties of any kind, and Customer uses Evaluation Services entirely at its own risk.
    5. 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. Any improvements or enhancements developed by Resonate based on such Feedback shall constitute Resonate IP.
    6. Suspension or Termination. Resonate may suspend, modify, or terminate Evaluation Services, in whole or in part, at any time and without liability. Upon expiration or termination of the applicable evaluation period, Customer shall immediately cease all use of the applicable Evaluation Services and, upon request, delete any Evaluation Services data or materials provided by Resonate. Customer acknowledges that Resonate shall have no liability arising from the suspension, modification, or discontinuation of any Evaluation Services.
  3. 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, (i) the Resonate Data, including Attributes Data and Audience Data; (ii) Resonate’s software, data products, methodologies, models and services; and (iii) the Services and all improvements, modifications, enhancements, derivative works or innovations made thereto (collectively, “Resonate IP”), including any of the foregoing developed or refined based on Customer feedback. All Attributes Data, and any outputs, enrichments, scores, predictions, or derivative data generated through the Services (“Outputs”), constitute Resonate Data and are owned exclusively by Resonate.

To the extent Customer obtains any Intellectual Property Rights in or to any Resonate IP or Outputs, Customer hereby irrevocably assigns all such rights to Resonate.

Except for the limited rights expressly granted in this Agreement, no rights or licenses are granted by implication, estoppel, or otherwise.

  1. Restrictions. Except as expressly permitted under this Agreement, Customer shall not: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying algorithms, methodologies, models, or non-public components of the Services or any software used to provide the Data Services, except to the extent such restriction is prohibited by Applicable Law; (ii) remove, alter, or obscure any proprietary rights notices contained in the Services or Resonate Data; (iii) copy, reproduce, or create derivative works of the Services except as expressly authorized under this Agreement; or (iv) challenge, contest, or assist any third party in challenging Resonate’s ownership of the Resonate IP or the validity or enforceability of Resonate’s Intellectual Property Rights.
  1. CUSTOMER DATA
    1. Ownership. As between the parties, Customer owns all right, title, and interest in and to Customer Data. Customer is solely responsible for the content, accuracy, completeness, legality, and use of Customer Data, and for ensuring that Customer Data is collected, transferred, and used in compliance with Applicable Laws.
    2. License. Customer grants Resonate a non-exclusive, worldwide, royalty-free license to use, store, process, transmit, and analyze Customer Data solely to:
  1. provide and perform the Data Services; and
  2. generate aggregated, de-identified, or anonymized data, insights, and analytics, including to improve and support Resonate’s products and services, provided that such use does not identify Customer or any individual.

Resonate shall process Customer Data only as necessary to perform the Services or otherwise as expressly permitted under this Agreement. Resonate shall not: (a) use Customer Data to create or enhance profiles of identifiable individuals for resale or external distribution; or (b) disclose Customer Data to third parties except as necessary to perform the Data Services or as otherwise permitted under this Agreement.

For clarity, Customer Data will not be incorporated into Resonate Data in a manner that identifies Customer; and any aggregated or de-identified data derived from Customer Data shall not constitute Customer Data.

  1. Data Handling. Resonate will process Customer Data solely as necessary to perform the Data Services. Unless otherwise required by law or agreed in writing, Resonate will delete or de-identify Customer Data within a commercially reasonable period following completion of the applicable Data Services and has no obligation to retain Customer Data.
  2. System Use Information. Aggregated, anonymized, or de-identified information regarding Customer’s use of the Data Services does not constitute Customer Data. Resonate may use and disclose such usage data for its business purposes, provided that such information does not identify Customer.
  1. CUSTOMER RESPONSIBLITIES
    1. Customer Data. Customer represents and warrants that: (i) Customer Data will not include Sensitive Data unless expressly agreed to by the parties in writing; (ii) Customer has provided all required notices and obtained all necessary rights, consents, and permissions for the collection, transfer, and use of Customer Data as contemplated under this Agreement; and (iii) Customer Data is lawfully collected, transferable and permitted for use in connection with the Data Services.
    2. Use of Data Services. Customer represents, warrants, and covenants that its use of the Data Services and Attributes Data will comply with all Applicable Laws, including applicable privacy, data protection, and marketing laws. Customer is solely responsible for:
    1. its use of the Data Services and Attributes Data, including for advertising, targeting, or marketing activities;
    2. ensuring that its use complies with applicable consumer preferences, opt-outs, and suppression requirements; and
    3. any use of the Data Services or Attributes Data by its Affiliates, agents, or clients.
    1. Agency Use. If Customer is acting on behalf of clients or other third parties in connection with the Data Services, Customer represents and warrants that it has all necessary rights and permissions to provide Customer Data and authorize the applicable use of the Data Services and Attributes Data. Customer may share Attributes Data only with its clients and service providers that have a need to know for the permitted use case and that are bound by written obligations consistent with this Agreement. Customer remains responsible for all use of the Data Services and Attributes Data by or on behalf of such parties.
    2. Resonate does not warrant that the Attributes Data will satisfy Customer’s legal obligations, including compliance with applicable marketing or solicitation restrictions.
  2. 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.

  1. 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.
  2. 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.
  3. 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.
  1. 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.

  1. COMPLIANCE AND INDUSTRY BEST PRACTICES
    1. Compliance and Data Protection. Each party will comply with Applicable Laws in connection with its performance under this Agreement. Customer is responsible for ensuring that its use of the Data Services and Attributes Data complies with Applicable Laws, including applicable privacy, data protection, and marketing laws.

To the extent applicable, the parties agree that the DPA is incorporated by reference and governs the processing of personal data under this Agreement.

  1. Security. Each party shall maintain reasonable administrative, technical, and physical safeguards designed to protect the security and confidentiality of information processed under this Agreement. Resonate’s security measures shall be consistent with the Resonate Security Policy.
  1. AUDIT RIGHTS

During the Term and for two (2) years thereafter, Resonate may, upon reasonable prior notice and no more than once annually (except in the event of suspected noncompliance), request reasonable information necessary to verify Customer’s compliance with this Agreement. Customer shall reasonably cooperate with such request. Any information disclosed pursuant to this Section shall be treated as Customer Confidential Information.

  1. TERM AND TERMINATION
    1. Term. Unless sooner terminated in accordance with the provisions of this Section, the term of this Agreement commences on the Effective Date and continues until all Order(s) have been terminated or expired (the “Term”). Unless otherwise set forth on an Order, the 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 term set forth on the applicable Order.
    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. Upon termination, Resonate will have no obligation to store, retain or return Customer Data and may, unless legally prohibited, delete Customer Data from its systems. 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.
  2. 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 this Agreement will not conflict with or violate any provision of any law having applicability to such party; and (iii) that 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.
    2. Resonate Warranties. Resonate represents and warrants that it will perform the Data Services in a professional and workmanlike manner consistent with generally accepted industry standards. Customer’s sole and exclusive remedy for a breach of this warranty is for Resonate, at its option, to re-perform the applicable Data Services or, if re-performance is not commercially reasonable, to provide a pro rata refund of the fees paid for the affected Data Services, provided that Customer notifies Resonate in writing of the alleged breach within fifteen (15) business days following delivery of the applicable Data Services.
    3. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND RESONATE DATA ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

RESONATE DATA AND ANY OUTPUTS ARE BASED ON PROBABILISTIC MODELS AND THIRD-PARTY SOURCES AND MAY NOT BE COMPLETE, ACCURATE, OR CURRENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RESONATE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

RESONATE DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, COMPLY WITH APPLICABLE LAWS, OR ENABLE CUSTOMER TO ACHIEVE ANY PARTICULAR BUSINESS OR REGULATORY OUTCOME.

  1. LIMITATION OF LIABILITY
    1. Exclusion of Damages. EXCEPT FOR (i) EITHER PARTY’S BREACH OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; AND (ii) CUSTOMER’S OBLIGATION TO PAY FEES WHEN DUE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. General Liability Cap. EXCEPT AS SET FORTH IN SECTION 15.3, RESONATE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID TO RESONATE UNDER THE ORDER GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.
    3. Data Protection Claims. RESONATE’S TOTAL AGGREGATE LIABILITY FOR DATA PROTECTION CLAIMS SHALL NOT EXCEED TWO TIMES (2X) THE FEES ACTUALLY PAID TO RESONATE UNDER THE ORDER GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.
  2. 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 provision of the Data Services in violation of Applicable Laws, or (ii) a claim that the Attributes Data, as delivered by Resonate and used in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights (an “Infringement Claim”). Resonate shall pay any damages finally awarded by a court of competent jurisdiction or agreed in settlement by Resonate.
      2. If an Infringement Claim is made or, in Resonate’s reasonable judgment, is likely to be made, Resonate may, at its option: (i) procure the right for Customer to continue using the affected Attributes Data; (ii) modify or replace the affected Attributes Data to make it non-infringing; or (iii) require Customer to cease use of the affected Attributes Data, in which case Resonate will refund the unused, prepaid fees attributable to such affected Data Services.
      3. Resonate shall have no obligation under this Section to the extent a claim arises from: (i) Customer Data; (ii) Customer’s or a third party’s modification or misuse of the Attributes Data; (iii) Customer’s use of the Attributes Data in violation of this Agreement or Applicable Laws; or (iv) combination of the Attributes Data with data, products, or services not provided by Resonate, where the claim would not have arisen but for such combination.
      4. This Section sets forth Resonate’s sole and exclusive liability, and Customer’s sole and exclusive remedy, with respect to any claim of intellectual property infringement or misappropriation.
    2. Indemnification of Resonate. Customer shall defend or settle any claim brought against Resonate by a third party arising from (i) Customer’s breach of this Agreement; (ii) Customer’s use of the Data Services or Attributes Data in violation of Applicable Laws; (iii) Customer Data; (iv) Customer’s or its clients’, Affiliates’, or agents’ use of the Resonate Data; or (v) Customer’s violation of applicable advertising, marketing, or data protection laws, including failure to obtain required consents or honor consumer rights. Customer shall pay all amounts that are finally awarded against Resonate based on any such claims by a court of competent jurisdiction or any amounts that Customer has agreed to pay in settlement of the relevant third-party claim.
    3. Indemnification Procedures. With respect to any claim, demand or action for which an indemnity is provided under this Section 16, the party to be indemnified (the “Indemnified Party”) shall: (i) provide prompt written notice of the claim (provided that failure to do so shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced); (ii) reasonably cooperate in the defense at the indemnifying party’s expense; and (iii) allow the indemnifying party sole control of the defense and settlement. The indemnifying party shall not enter into any settlement that: (a) imposes liability or admission of fault on the Indemnified Party; (b) includes injunctive or non-monetary relief affecting the Indemnified Party; or (c) fails to include a full release of the Indemnified Party, in each case without the Indemnified Party’s prior written consent (not to be unreasonably withheld).
  3. 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.
  4. 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. 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.
    5. Amendment. This Agreement may be amended only in a writing signed by both parties.
    6. Survival. The following Sections survive expiration or termination of this Agreement: Sections 2.4, 3.2, 6, 7, 8, 9, 10, 12, 13.3, 14, 15, 16, 18, and 19, together with any accrued payment obligations.
    7. 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.
    8. 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.
    9. 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.
    10. No Third Party Beneficiaries. Except as expressly stated, this Agreement creates no third-party beneficiary rights.
    11. 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.
    12. Counterparts; Electronic Signature. This Agreement may be executed in counterparts, including electronically, each of which is deemed an original.
    13. 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.
  5. DEFINED WORDS AND PHRASES. For the purposes of this Agreement, certain capitalized words and phrases will have the meaning set forth or cross-referenced below.
    1. “Affiliate” means any present or future company that, directly or indirectly, controls, is controlled by or is under common control with a party.
    2. “Applicable Laws” means applicable laws, regulations, and binding industry self-regulatory requirements relating to a party’s performance under this Agreement.
    3. “Ancillary Services” means implementation, onboarding, consulting, training, or other professional services related to the Data Services.
    4. “Attributes Data” means Resonate Data that is delivered to Customer as part of the Data Services.
    5. “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.
    6. “Customer Data” means data or data files that are uploaded by or on behalf of Customer for processing by the Data Services.
    7. DPA” means the Resonate Data Protection Addendum, made available at https://www.resonate.com/data-processing-addendum.
    8. “Data Protection Claims” means claims arising from a party’s breach of Section 10 (Confidentiality), Section 11.2 (Security), the DPA, or Applicable Data Protection Laws resulting in unauthorized access to or use of Personal Data.
    9. “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.
    10. “Data Services” means delivery by Resonate to Customer of certain Attributes Data on a licensed basis.
    11. “Intellectual Property Rights” means patents, copyrights, trademarks, trade secrets, database rights, and other proprietary or intellectual property rights recognized under applicable law.
    12. “Order” means an order or sales order for the Data Services that is executed by Resonate and Customer or its Affiliates.
    13. “Personal Data” means information relating to an identified or identifiable individual that is processed under this Agreement.
    14. “Resonate Data” means data, insights, reports, audiences, models, or other information provided or made available by Resonate in connection with the Services, including Attributes Data and Audience Data, but excluding Customer Data.
    15. “Resonate Security Policy” means the Resonate Security Policy, made available at https://www.resonate.com/security-policy.
    16. “Sensitive Data” means Personal Data classified as sensitive, special category, or similarly protected data under applicable Data Protection Laws.
    17. “Services” means the Data Services, Activation Services and Ancillary Services provided by Resonate under this Agreement and the applicable Order.
    18. “Third Party Service” means a data delivery platform(s) that is owned and operated by a third party, as indicated on an Order.