The following terms and conditions (the “Standard Terms”) shall govern the use of the Integral Ad Science, Inc. (“IAS”) products and services (the “Services”) described in the Integral Ad Science Campaign Implementation Agreement, the Integral Ad Science Order Form, or the Integral Ad Science Statement of Work, as the case may be, (collectively referred to herein as the “Agreement”) entered into between You and IAS. If You are entering into these Standard Terms on behalf of a company or other legal entity, You represent that You have the legal authority to bind the legal entity to these Standard Terms, in which case “You” or “Your” shall mean such entity. If You do not have such authority or if You disagree with any of the terms in these Standard Terms, IAS does not grant You a license to use the Services. In the event of any inconsistency between these Standard Terms and the applicable Agreement, the applicable Agreement controls.

You can always find the most recent version of these Standard Terms at integralads.com/terms-and-conditions. IAS may change these Standard Terms by posting a new version without notice to You. Use of the Services after such change constitutes acceptance of such changes.

1. Use of Services.

(a) Subject to these Standard Terms and payment of any fees pursuant to Section 2 below, IAS hereby grants You a license to access and use (i) the Services listed in the Agreement (and as further described in “Description of Solutions“, (ii) the IAS Data (as defined below) and (iii) any APIs, tags, pixels, or other code or similar technology that is necessary for Your use and access to the Services (“IAS Materials”).

(b) You will comply with any applicable reporting requirements and/or implementation specifications provided to You by IAS from time to time (on behalf of itself or any other third party(ies)) required for provision of the Services and/or use of any IAS Materials (“Specifications”). It is Your responsibility to ensure that the IAS Materials are properly implemented in accordance with any Specifications provided to You by IAS. IAS assumes no responsibility regarding the implementation of the IAS Materials. IAS may attempt to assist You with implementation issues related to IAS Materials but cannot guarantee issues will be resolved. If the Services cannot be provided by IAS due to incorrect implementation by You, then IAS shall have no liability or obligations hereunder. Additionally, You shall perform such other duties and tasks as may be reasonably required to permit IAS to perform the Services.

(c) You will not attempt to collect or use data provided in connection with the Services or the IAS Data for purposes of: segmenting, re-targeting, creating or supplementing user profiles or inventory profiles; creating, supplementing or amending interest categories; or syndication or other distribution to third parties.

(d) If You receive log-level reporting (“LLR”) as part of the Services, such LLR can only be used by You for Your own reporting purposes. Without limiting the foregoing, the restrictions set forth in Section 1(c) shall apply to Your use of LLR data. The LLR data collected by IAS on Your behalf may not be passed to any internal or third-party technology partners including, but not limited to, data management platforms (DMPs), demand side platforms (DSPs), trading desks, exchanges, networks, and supply side platforms (SSPs).

(e) You acknowledge that certain Services may have product obligations and restrictions in addition to those set forth in these Standard Terms or in the Agreement (“Additional Product Terms”) and You hereby agree to comply with any Additional Product Terms that are applicable to such Services, as set forth at “Description of Solutions“

2. Fees.

(a) You shall pay IAS all fees set forth in the applicable Agreement (collectively, the “Fees”). All undisputed Fees are nonrefundable and are payable within thirty (30) days of receipt of the invoice via ACH or wire transfer. If You dispute the validity of an invoiced Fee, You must provide prompt written notice within thirty (30) days of its receipt of the applicable invoice to IAS stating the details of any such dispute; provided that if You fail to notify IAS within ninety (90) days of the dispute, You waive Your right to bring a dispute related to an invoiced fee. If only a portion of an invoice is in dispute, You shall pay all undisputed amounts in accordance with the terms of this Section 2. Acceptance by IAS of any partial payment does not constitute a waiver of the disputed amounts. IAS reserves the right to charge a late fee on any amount not paid after fifteen (15) days of receipt of written notification of non-payment equal to 1.5% per month (or, if lower, the maximum rate allowed by law) on the outstanding balance for the period such payment is delinquent. In the event You fail to make timely payment, You will be responsible for all reasonable expenses (including attorneys’ fees) incurred by IAS in collecting such amounts. In addition, You will be responsible for all taxes in connection with the Services (excluding taxes based on IAS’s net income). Additionally, IAS has the right to suspend Services in accordance with Section 9 in the event that You fail to pay undisputed amounts under an issued invoice.

(b) You shall be responsible for providing IAS with (i) correct billing information which shall include the applicable IO/PO/D number and Your name and address, and (ii) any additional information that You reasonably require to be reflected in an invoice issued by IAS. IAS shall not be responsible for, nor shall any delay in payment be excused due to, Your failure to provide IAS with any of the information described in the preceding sentence. IAS may, in its sole discretion, invoice You through one of its subsidiaries or affiliates in the same country or region. Any invoice originating from an IAS affiliate or subsidiary shall be considered a valid invoice and all payments shall be made to the bank account designated in such invoice.

(c) The parties agree that the rates listed in the Agreement may be modified by IAS in its sole discretion. IAS shall provide You with at least thirty (30) days’ prior written notice of any price modifications. Your continued use of the Services after notice of any rate change shall constitute Your acceptance of such updated rates. Notwithstanding anything to the contrary herein, You may terminate these Standard Terms by giving written notice to IAS if such rate change is not acceptable to You.

(d) To the extent that You have identified a media partner in Your Agreement as paying for certain Fees (“Media Partner Fees”), You agree that You will use commercially reasonable efforts to assist IAS with the collection of any delinquent Fees from such Media Partner to the extent that such media partner fails to remit payment to IAS with respect to any validly issued invoice sent to such media partner by IAS. You shall be responsible for any Media Partner Fees in the event that Your identified media partner(s) fail to remit payment to IAS.

3. Intellectual Property.

(a) IAS owns, and shall continue to own, all intellectual property and other proprietary rights in and to all portions of the Services, and any data and information that (i) results from Your use of the Services or is collected by IAS through the provision of the Services to You; and/or (ii) is derived from any of the foregoing (the “IAS Data”).

(b) You own and shall retain all rights in and to content and materials provided to IAS by You or by any Third Party Service (as defined below) in connection with Your use of and access to the Services (“Your Materials”). IAS does not acquire any interest in Your Materials by virtue of providing the Services. Notwithstanding the foregoing, You hereby grant IAS a limited license during the term of the Agreement to use Your Materials solely to the extent necessary to provide the Services to You. You have sole responsibility for the accuracy, quality, integrity, reliability and appropriateness of Your Materials, and for obtaining any rights related to Your Materials required by IAS to perform the Services. Your Materials will not include any health, payment card or similarly sensitive data that imposes specific data security or data protection obligations on the processing of such data. Except for the limited rights set forth in Section 1, You do not acquire any interest in the Services, IAS Data or IAS Materials by virtue of entering into the Agreement or these Standard Terms.

(c) You may not, and may not cause or permit others to: (i) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce (other than reports which are (x) produced by You through the normal use of the functionality of the Services or (y) produced for You by IAS through the normal use of the functionality of the Services and delivered by IAS to You (collectively, “Reports”), republish, download (other than Reports), or copy (other than Reports) any part of the Services or IAS Materials (including data structures or similar materials produced by programs); (ii) access or use the Services or IAS Materials to build or support, directly or indirectly, products or services competitive to IAS or its affiliates; (iii) license, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available the Services or IAS Materials to any third party except as permitted by the Standard Terms or the Agreement; (iv) set any cookie or store by any technical means data derived from the Services including behavioral and contextual data without written approval from IAS; or (v) use the Services or IAS Materials to collect personally identifiable information of individuals other than IP addresses. You will not derive, or attempt to derive, either directly or indirectly, the identity of an individual through use of the Services or IAS Materials, and will promptly notify IAS if You discover that You have done so. You will not remove or obscure any copyright, trademark or patent notices that appear on the Services. All rights not specifically granted to You hereunder are retained by IAS.

4. Confidential Information.

(a) “Confidential Information” means any non-public proprietary information, technical and non-technical information (including, but not limited to, product information, plans and pricing, financials, marketing plans, business strategies, customer information, data, processes, techniques, research and development, software, hardware (including hardware configuration information), APIs, specifications, designs, schematics, procedures and proprietary algorithms), trade secrets or know-how, including, but not limited to research, product plans, products, services, customers, customer lists, user names and information, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information, disclosed by or on behalf of one party (including all of its subsidiaries and affiliates) to the other party, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential”, as well as all analyses, compilations, studies or otherwise that reflect such information. Notwithstanding the foregoing, Confidential Information is deemed not to include information that the recipient can prove by written evidence: (i) is or becomes public knowledge through no fault of the recipient; (ii) is in the possession of the recipient prior to disclosure to it by the other party; (iii) is disclosed to the recipient without restriction on disclosure by a person who, after due inquiry, has the lawful right to disclose the information; (iv) is independently developed by the recipient without use of or reference to any Confidential Information; or (v) is approved for release or disclosure by the disclosing party without restriction.

(b) Except as expressly permitted in this Agreement, each party shall maintain the Confidential Information of the other party in strict confidence and shall not disclose, publish or copy any part of such Confidential Information. Each party shall use the Confidential Information of the other party solely for the purpose of this Agreement and shall not use such Confidential Information in any way detrimental to the other party or for any other purpose (including, without limitation, to reverse engineer, dissemble, decompile or design around the other party’s products, services and/or intellectual property). Each party shall take all necessary precautions in handling the Confidential Information of the other party and limit disclosures on a strict need-to-know basis. However, a party may disclose Confidential Information of the other party if required by law or regulation or pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that such party shall first make reasonable efforts to provide the disclosing party with: (x) prompt written notice of such requirement so that the disclosing party may seek, at its sole cost and expenses, a protective order or other remedy; and (y) reasonable assistance, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. Notwithstanding the disclosing party’s failure to obtain a protective order or other remedy, the recipient agrees on behalf of itself and its representatives to (i) only disclose or furnish that portion of the Confidential Information which is legally required based on an opinion of counsel provided to both parties, and (ii) utilize reasonable efforts to obtain reliable assurances that the person receiving such Confidential Information will maintain the confidentiality of the same. Upon the termination or expiration of this Agreement, each party shall return to the other party, or certify the destruction of, all Confidential Information of the other party, provided that, neither party shall be obligated to purge archived data if the obligations of this Section 4 continue to be strictly observed.

5. Disclaimer.

THE SERVICES ARE PROVIDED TO YOU “AS IS” AND IAS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. IAS DOES NOT WARRANT THAT THE SERVICES OR THE IAS DATA WILL MEET YOUR SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. IAS SHALL NOT BE LIABLE TO YOU FOR (I) ANY INOPERABILITY OF THE SERVICES, ANY ACT OR OMISSION OF ANY THIRD PARTY IN RELATION TO THE SERVICES, OR FOR ANY LOSS OF INFORMATION OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND OR (II) ANY DAMAGES (DIRECT OR INDIRECT DAMAGES) FOR ANY CLAIM RELATING TO THE AVAILABILITY OF DATA, DELIVERY OF DATA OR ANY ALLEGATIONS THAT THE DATA WAS INACCURATE, OMITTED INFORMATION, OR OTHERWISE INCLUDED ERRORS WHERE SUCH DATA IS PROVIDED TO IAS BY A THIRD PARTY. ANY USE BY YOU OF THE SERVICES IS AT YOUR OWN RISK. ANY MODIFICATION OF THE SERVICES OR COMBINATION OF THE SERVICES WITH ANOTHER PRODUCT OR SERVICES, EXCEPT AS SPECIFICALLY AUTHORIZED BY IAS IN WRITING, SHALL VOID ANY WARRANTY.

6. Data Protection.

In performing the Services hereunder, IAS will collect and analyze the following personal data relating to digital advertisements served by You: (i) IP addresses; and (ii) data relating to a particular device used to navigate the internet, including location information, web browsing activity conducted on the device, and activity related to online advertising displayed on the device (“Ad Performance Data”), and that the Ad Performance Data does not contain any names, phone numbers, e-mail addresses or other contact details or information (excluding IP Address or user agent string) that would permit a third party to identify You, Your associates, or the recipients of Your digital advertisements. The collection and use of Ad Performance Data shall be governed by the Data Protection Terms set out at https://integralads.com/ias-data-protection-portal/eu-data-protection-terms/ which shall be incorporated into the Agreement and form an integral part of the Agreement.

7. Indemnification.

(a) You agree to indemnify, defend and hold harmless IAS and its officers, directors, and employees (each, an “IAS Indemnitee”) from and against any and all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses, including reasonable attorneys’ fees (collectively, “Losses”) awarded against an IAS Indemnitee in a final judgment arising out of or resulting from any third party claim, suit action or proceeding (each, an “Action”) arising out of or resulting from (i) Your breach of the Standard Terms or Your Agreement; (ii) Your use of the Services and IAS Data in violation of these Standard Terms, the Agreement, or written instructions provided to You by IAS, or (Iii) Your violations of applicable laws, rules or regulations in connection with Your use of the Services.

(b) IAS agrees to indemnify, defend and hold harmless You, and Your officers, directors, and employees (each, “Your Indemnitee”) from and against any and all Losses awarded against one or more of Your Indemnitees in a final judgment arising out of or resulting from any third party Action arising out of or resulting from a claim that the Services, as provided by IAS without alteration by You, directly infringes upon any third party copyright, U.S. trademark, U.S. trade secret, or U.S. patent that has been issued as of the effective date of the Agreement. This Section 7(b) shall not apply to the extent any Losses arise from: (i) any use of the Services that is in breach of the Agreement, the Standard Terms, or contrary to any instructions provided by IAS to You; (ii) the combination, operation, or use of the Services with any product or services not provided by IAS; or (iii) any data provided to IAS by a third-party.

(c) If the Services should become the subject of any copyright, trademark, trade secret or patent infringement claim subject to indemnification as set forth above, or IAS reasonably believes that such event is likely to occur, IAS, at its expense and discretion, will either: (i) secure for You the right to continue using the Services; (ii) replace or modify the Services so as to make it non-infringing; or (iii) if IAS determines in its sole discretion that it is not commercially practicable for IAS to achieve (i) or (ii) above, IAS will have the right to terminate these Standard Terms and SOW and provide You with a pro rata refund of any pre-paid portion of the Fees (if any). The foregoing states the entire liability of IAS, and Your sole and exclusive remedy, with respect to infringements of any copyrights, trademarks, trade secret or patents by the Services.

(d) The indemnifying party’s obligations are conditioned upon the indemnified party: (i) giving the indemnifying party prompt written notice of any claim, action, suit or proceeding for which the indemnified party is seeking indemnity; (ii) granting complete control of the defense and settlement to the indemnifying party; and (iii) reasonably cooperating with the indemnifying party, at the indemnifying party’s expense, in defense and settlement of such claim, action, suit or proceeding. The indemnified party may participate in any action, at its own expense, with its own counsel. The indemnifying party will not acquiesce to any judgment or enter into any settlement unless it secures a full and final release of all claims against the indemnified party.

8. Limitation of Liability.

EXCEPT FOR EITHER PARTY’S OBLIGATIONS OF INDEMNIFICATION, A BREACH OF CONFIDENTIALITY OR VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, DATA, BUSINESS OR PROFITS, COSTS OF MEDIA OR COSTS OF COVER) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, THE STANDARD TERMS, OR THE USE OR PERFORMANCE OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, (B) IN NO EVENT WILL IAS BE LIABLE (i) TO YOU FOR ANY COSTS OF MEDIA ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF PERFORMANCE OF THE SERVICES, (ii) TO YOU OR ANY THIRD PARTY FOR ANY LOSSES ARISING FROM ANY ACT OR OMISSION OF A THIRD PARTY IN RELATION TO THE SERVICES, OR (iii) TO YOU OR ANY THIRD PARTY FOR YOUR FAILURE OR INABILITY TO COMPLY WITH ANY THIRD PARTY OBLIGATIONS IN RELATION TO THE SERVICES, (C) IN NO EVENT SHALL IAS BE LIABLE TO YOU FOR ANY DAMAGES ARISING OUT OF OR RELATING TO THE AVAILABILITY OF DATA, DELIVERY OF DATA OR ANY ALLEGATIONS THAT THE DATA WAS INACCURATE, OMITTED INFORMATION, OR OTHERWISE INCLUDED ERRORS WHERE SUCH DATA IS PROVIDED TO IAS BY A THIRD-PARTY PROPRIETARY PLATFORM, AND (D) EACH PARTY’S CUMULATIVE LIABILITY TO THE OTHER PARTY, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES PAID OR PAYABLE TO IAS BY YOU DURING THE MOST RECENT TWELVE (12) MONTHS.

9. Term and Termination.

(a) These Standard Terms shall commence on the date set forth in the applicable Agreement and shall continue in accordance with the term set forth in the applicable Agreement.

(b) These Standard Terms shall terminate thirty (30) days after a party’s receipt of written notice that such party is in material breach of any of the terms or conditions set forth herein, unless such party cures such breach within said thirty (30) day period. IAS may immediately suspend Your use of, or access to, the Services, without notice, (i) if it believes that there is a significant threat to the functionality, security, integrity, or availability of the Services, (ii) if it believes that You or Your users are accessing or using the Services to commit an illegal act, or (iii) if You fail to pay undisputed amounts under an issued invoice within the time period set forth in Section 2. When reasonably practicable and lawfully permitted, IAS will provide You with advance notice of any such suspension. IAS will use reasonable efforts to re-establish the Services promptly after it determines that the issue causing the suspension has been resolved. Any suspension under this paragraph shall not excuse You from Your obligation to make payments under the Agreement.

(c) In addition to the foregoing, during the Term, IAS may terminate this Agreement upon prior written notice to You of the occurrence of a GIVT/SIVT Trigger Event. For purposes of these Standard Terms, a GIVT/SIVT Trigger Event occurs when (i) IAS detects (and provides written notice to You of) GIVT (General Invalid Traffic) and/or SIVT (Sophisticated Invalid Traffic) within Your inventory, measured in accordance with the Media Rating Council (MRC) standard for Invalid Traffic Detection and Filtration Guidelines, on 20% or more of Your ad impressions and (ii) You fail to provide evidence of significant improvement in reducing such GIVT and/or SIVT measurements detected by IAS within thirty (30) days of receiving such notice from IAS.

(d) Promptly upon expiration or termination of the Agreement or Standard Terms for any reason, You shall pay any unpaid and outstanding Fees due to IAS that have accrued as of the date of expiration or termination and You shall cease using the Services and all IAS Materials provided in connection with the Services. If You fail to cease using and/or remove all IAS Materials in accordance with the preceding sentence, You may continue to be charged at its then current Fees until such IAS Materials are removed. All provisions of these Standard Terms which by their nature should survive termination shall survive termination, including, without limitation, intellectual property ownership provisions, warranty disclaimers, data protection, indemnity and limitations of liability.

10. Public Statements and Use of Marks.

You shall not (a) make any public statements or announcements, or statements to third parties, regarding the Services provided by IAS under these Standard Terms and applicable Agreement, or (b) use IAS’s trademarks or logos, in each case, without obtaining prior written approval from IAS in each instance. IAS shall have the right to list You as a customer on its websites and in its marketing materials.

11. Export Controls, Sanctions, and Anti-Corruption Laws.

You shall not export, re-export, transfer, or use the Services in violation of (i) the Export Administration Regulations or any other applicable export controls, (ii) applicable economic sanctions laws, including those administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) (collectively, “Sanctions”), or (iii) the Foreign Corrupt Practices Act of 1977, as amended, or any other applicable laws related to the prevention of corruption or bribery. You shall ensure that the Services are not provided to or used or accessed by any person who is subject to Sanctions, including those on OFAC’s Specially Designated Nationals and Blocked Persons List, or persons resident, located, or organized in any country subject to comprehensive Sanctions (currently Cuba, Iran, North Korea, Syria, Venezuela, or the Crimea region of Ukraine). IAS shall have the right to immediately terminate Services should a breach of the foregoing terms occur.

12. Access to Third Party Content Through Services.

The provider of any Third Party Content (as defined below) shall retain all ownership and intellectual property rights in and to such Third Party Content. Further, the Services may enable IAS to receive Your Materials from third parties’ websites or platforms (“Third Party Services”). Any Third Party Content and Third Party Services that IAS makes accessible is provided on an “as-is” and “as available” basis without any warranty of any kind. You acknowledge and agree that IAS is not responsible for, and has no obligation to control, monitor, or correct, Third Party Content or Third Party Services. IAS disclaims all liabilities arising from or related to Third Party Content or Third Party Services. IAS may cease providing access to Third Party Content or may cease receiving Company’s Information from Third Party Services at any time without any liability to You. If IAS collects Your information from Third Party Services, Company is solely responsible for ensuring that such collection is authorized by the terms of access and use for such Third Party Services. Any changes to Third Party Content or Third Party Services, including their unavailability, during the Term does not affect Your obligations under the Standard Terms or the Agreement, and You will not be entitled to any refund, credit or other compensation due to any such changes. “Third Party Content” means all data, content and material, in any format, that are obtained or derived from third party sources outside of IAS or its affiliates that You may access through, within, or in conjunction with its use of, the Services. Third Party Content includes third-party sourced materials accessed or obtained by Your use of the Services or any IAS-provided tools.

13. Feedback.

If You or any of Your employees or contractors sends or transmits any communications or materials to IAS by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), IAS is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. You hereby assign to IAS on Your behalf, and on behalf of Your employees, contractors and/or agents, all right, title, and interest in, and IAS is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although IAS is not required to use any Feedback.

14. Miscellaneous.

These Standard Terms and the Agreement are the entire agreement between You and IAS with respect to the Services, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between You and IAS with respect to the Services or any other of the subject matter hereof. If any provision of the Standard Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Standard Terms will otherwise remain in full force and effect and enforceable. No failure of IAS to enforce any of its rights under these Standard Terms will act as a waiver of such rights. Neither party shall have the right to assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, except that: (i) either party may assign its rights and obligations to a successor to substantially all its relevant assets or business or equity securities upon prior written notice to the other party; and (ii) IAS may assign its rights and obligations to an affiliated entity that is owned or controlled by, or under common ownership or control with, IAS upon prior written notice to You. Nothing in the foregoing prohibits IAS from engaging subcontractors to perform Services provided that IAS shall remain liable to You for any such subcontractor’s Services and work product. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the assigning or delegating party of any of its obligations hereunder.. No agency, partnership, joint venture, or employment relationship is created as a result of the Standard Terms and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under these Standard Terms, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under the Standard Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service to the address specified in the Agreement or such other address as may be properly specified by written notice hereunder. These Standard Terms shall be governed by the laws of the State of New York without regard to its conflicts of law provisions and each party consents to exclusive jurisdiction and venue in the courts located in New York County, New York.

Updated October 25, 2021
Version 2