LEE ENTERPRISES ADVERTISING TERMS AND CONDITIONS

LEE ENTERPRISES ADVERTISING TERMS AND CONDITIONS

These Terms and Conditions (“Terms and Conditions”) apply to all advertising and/or sponsored placements made in print, preprint, or digital publications provided by or through Lee Enterprises, Inc., or its subsidiaries (collectively, “Lee”), via an Insertion Order or other advertising agreement that specifically references or links to them (each referred to as an “IO”, and together with these Terms and Conditions, an “Agreement”) between Lee and the other party thereto (“Client”).

1. Additional Provisions. For certain Agreements, additional terms may apply.  Specifically, if any of the following elements are included as part of the Agreement, the applicable Schedule will apply:

(a)  Sponsored, branded, or advertorial content.  If an IO expressly notates the inclusion of sponsored, branded, or advertorial content, the provisions of Schedule A will apply to such elements.

(b)  Custom advertising content created or sourced by Lee for Client.  If an IO expressly notates the creation of custom advertising or creative content by Lee, the provisions of Schedule B will apply to such elements.

(c) Amplified ID. If an IO requests the Pixel Amplified ID services, the provisions of Schedule C will apply to such services.

2. Rates; Confidentiality.

(a)  All services purchased will be at the rates and on the terms indicated on the IO, or if not specified on an IO, then according to Lee’s current rate cards or published rates which are incorporated into the Agreement.  Lee reserves the right to adjust rates and terms upon prior notice to Client.  Client agrees to be bound by the new rates or terms unless Client notifies Lee in writing of its intent to cancel the Agreement within thirty (30) days after receiving notice of any change.  Cancellation under this provision shall be effective as of the effective date of the new rates or terms and shall be without liability for failure to meet volume advertising or other Agreement terms.

(b)  Client acknowledges and agrees that Lee considers the rates and specific elements of the IO to be confidential, and Client agrees to treat such information with the same level of care it uses for its own confidential or trade secret information and to only disclose such information to those employees or agents who (i) have a need to know such information, and (ii) understand and agree to protect the confidentiality of such information.  Client may not disclose such information to third parties without the express prior written consent of Lee.

3. Contract Fulfillment/Volume Commitments/Cancellation and Makegoods/Refunds.

(a)  If the Agreement includes a minimum quantity, Client acknowledges the rates for services under the Agreement may include a volume discount.  Except as set forth in Section 2 above, if, at the end of the term of the Agreement, Client has not satisfied the minimum quantity requirement, then (i) Client forfeits the right to continued service at those negotiated rates under the Agreement, (ii) the Agreement will be re-rated to the best earned rate based upon Client’s rate card, and (iii) Client agrees to pay Lee the difference between the best earned rate based on Client’s actual volume during the term and the rate granted based on the minimum quantity requirement.  Any adjustments or credits applied to Client’s bill will not reduce the minimum quantity requirement.

(b)  Cancellations, changes of insertion dates, and/or corrections must conform to processes and/or deadlines set forth in the IO (if any).  If no such guidelines or deadlines are included in the IO, the IO should be considered noncancellable except as otherwise provided herein or otherwise agreed to by Lee in its discretion.

(c)   Lee reserves the right to adjust the frequency of print or delivery of any of its publications at any time upon prior notice to Client.  If any such change materially impacts any guaranteed impressions under the IO, Lee agrees to work in good faith with Client, upon Client’s request, to negotiate any potential makegoods or other modifications to the IO.

(d)  In the event Client is due any refund for prepaid amounts or other credits in accordance with the Agreement, any refund requested by Client will be subject to a refund administration fee of $25.00 and only prepaid funds above that amount (if any) will be refunded.

4. Payment. Client will pay the total amount owed to Lee within the time period indicated on Lee’s statement.  All invoice disputes must be identified by Client to Lee in writing by the invoice’s due date or Client waives any claim or defense relating to the accuracy of the invoice.  Client may not set off against any amounts due to Lee any amounts alleged to be owed by Lee to Client.
5. Termination by Lee. Lee may decline to provide services and/or reject any advertising order and/or immediately terminate the Agreement upon notice to Client  for any of the following reasons:  (a) if Client fails to make payment by the date specified in Lee’s invoice; (b) if Client fails to perform any obligations of the Agreement; (c) if a petition in bankruptcy or for reorganization under the bankruptcy or insolvency laws is filed against Client; (d) if Client ceases doing business or Lee believes Client is likely to cease doing business; (e) in the opinion of Lee, the credit of Client is impaired; or (f) if Lee determines, in its reasonable discretion, that Client is engaged in unlawful or disreputable activity.  If the Agreement is terminated for any of these reasons, Client will remain liable for the minimum obligations under the Agreement.
6. Indemnification.  Client and, if applicable, advertising agency that is a signatory to the Agreement, agrees to hold Lee harmless and indemnify Lee from any and all claims, suits, damages, and expenses of any nature whatsoever, including reasonable attorneys’ fees, for which Lee may become liable because of (a) Lee’s distribution or publication of Client’s advertising; (b) any content provided by or through Client or with Client’s authorization (including as provided on any Schedule), (c) Client’s unauthorized publication or distribution of advertising owned by Lee, (d) any negligent or illegal act or action of Client; and/or (e) any breach by Client of any representation, warranty, or obligation under this Agreement or any Schedule hereunder.

7. Production Errors. Client may not claim a breach and may not terminate or cancel the Agreement if advertising copy or content is incorrect or contains errors of any kind, or because of a failure to publish, insert, or disseminate any content, nor is Lee liable to Client for any loss or damage that results there from.  Lee agrees to run corrective content for that portion of the first publication, insertion, or dissemination which may have been rendered valueless by error, unless such error arose after the content has been confirmed by Client or Client submitted the contract after a deadline.  Any claim for adjustment due to errors must be made within thirty-six (36) hours after dissemination.  Credit for errors in content will not exceed the cost of the space occupied by such error, and will not exceed the percentage of incorrect preprint or digital advertising delivered or viewed.  On multiple insertions, credit for errors will not be given after the first insertion.  Lee shall not be liable for any monetary claim or consequential damages arising from error in advertising.  Preprint insert quantities orders are based on circulation projections and are subject to change based on actual circulation figures the date of publication.  Circulation numbers are variable and Lee is not liable for changes at the time of actual insertion.  Insertion projects include a five (5%) percent spoilage factor.  Lee considers insertions in good standing at ninety-five (95%) percent of the billed quantity reflected on Client’s insertion order.
8. Advertising Agencies. Any advertising agency who places advertisements and receives statements for its customer is acting as an agent for Client and will be held responsible for all duties of Client hereunder.  Agency agrees to be jointly and severally liable with its customer for any amount required to be paid to Lee under the Agreement.  Except as set forth above, advertising agency and its customer remain fully responsible for all obligations and liabilities of Client under the Agreement.  All disclaimers contained in IO’s placed by an advertising agency as “agency for” are void and superseded by the Agreement.
9. Ownership. Except as may be otherwise provided in a completed Schedule, each party owns all work product, including advertising copy or content which represents the creative effort or contribution of that party and/or utilization of creativity, illustration, labor, composition or material furnished by it including all copyrights.  Neither party may use in any manner, nor allow third parties to use in any manner, advertising copy owned by the other party in any other advertising medium without the owning party’s written consent, provided however that Lee shall have a non-exclusive right and license to utilize Client’s intellectual property and materials to perform the Agreement.
10. Taxes. Client is responsible for payment of all federal, state and local taxes imposed on the printing, publication or dissemination of advertising material or on the sale of advertising placed by Client.
11. Assignment. Client may not assign the Agreement to third parties without Lee’s written consent, which consent may be withheld at Lee’s reasonable discretion.
12. Advertising Content and Placement. Advertisements may only relate to Client’s business, and neither rights nor obligations hereunder may be assigned to unaffiliated parties.  Lee may reject or edit at any time any of Client’s advertising.  All advertising positions are at the option of Lee, unless a particular position is identified in the Agreement.  Failure to meet position requests will not constitute cause for adjustment, refund, rerun, termination or cancellation of the Agreement.  If any of Client’s advertising relates to a specially-regulated industry, including without limitation healthcare, political advertising, cannabis, tobacco, financial services, legal services, weapons, and/or fireworks, Client expressly acknowledges and agrees that Client is fully responsible for compliance with all applicable regulations as provided in Section 13 below.
13. Representations and Warranties; Compliance with Fair Housing Act and Other Laws. Client represents and warrants that: (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) it owns (or has the right to use) all content, including all trademarks and copyrighted material, provided to Lee or otherwise used by Advertiser pursuant to this Agreement; (c) the advertising and any other content published or displayed pursuant to this Agreement will not violate or infringe any law, rule, regulation or right of any third party; (d) it will fulfill all representations and commitments made in any advertising; (e) no materials or digital files submitted hereunder will contain any virus or other potentially damaging code; and (f) it will act at all times in accordance with all applicable laws, rules and regulations, including without limitation the federal Fair Housing Act, which prohibits advertisements that indicate any preference, limitation, or discrimination because of race, color, religion, sex, disability, familial status, or national origin.
14. Excusable Delays. Lee will not be liable for any damages related to delay or inability to perform due to causes beyond its control.  Lee’s performance of its obligations under the Agreement will be suspended during such a delay or inability to perform and will not constitute a breach of the Agreement.  Client may terminate the Agreement if Lee’s delay or inability to perform lasts more than thirty (30) days.
15. Limitation of Liability; Disclaimer of Warranties.  IN NO EVENT WILL LEE, LEE’S AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, AND/OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND REGARDLESS OF WHETHER LEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.  LEE’s maximum liability UNDER ANY AGREEMENT shall not exceed the AMOUNT PAID BY CLIENT TO LEE UNDER THE IO TO WHICH cLIENT’S CLAIM RELATES. LEE EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING LEE’S SERVICES OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, AND ANY WARRANTY REGARDING (a) THE NUMBER OF PERSONS WHO WILL ACCESS ANY ADVERTISEMENT; (b) ANY BENEFIT ADVERTISER MIGHT OBTAIN FROM ANY ADVERTISING; AND (c) THE SPEED, ACCESSIBILITY, OPERATION OR FUNCTIONALITY OF ANY ADVERTISING TO BE DISPLAYED.

16. No Waiver. Lee’s failure to insist upon the performance by Client of any term or condition of the Agreement or to exercise any of Lee’s rights under the Agreement will not result in any waiver of Lee’s rights or Client’s obligations in the future.
17. Privacy. Client acknowledges that visitors to any of Lee’s websites, including those on which Client’s advertising may appear, will be subject to the privacy policy posted on the respective site.
18. Miscellaneous. Client agrees to pay Lee for all expenses incurred by it to collect any amounts payable under the Agreement, including costs of collection, court costs and reasonable attorneys’ fees.  The Agreement will be governed by the laws of the State of Iowa, without regard to its conflicts of laws principles, and all actions to enforce or interpret the Agreement must be brought in the federal or state courts located in Davenport, Iowa.  If any provision of the Agreement is held invalid or unenforceable, such invalidity shall not affect the validity or operation of any other provision and the remainder of the Agreement shall be enforced to the fullest extent possible under applicable law.All covenants and agreements of the parties made in the Agreement will survive termination or expiration of the Agreement.  The Agreement, any Addendums, and Lee’s current rate cards constitute the entire agreement between the parties and supersede any prior agreements relating to the subject matter of the Agreement.  The Agreement may only be amended in a writing signed by both parties.

 

Schedule A

Sponsored Content and/or Brand Integration/Advertorial placements

As part of the sponsored content and/or brand integration/advertorial placements contemplated by and described elsewhere in this Agreement (the “Placements”), and in addition to all other terms of the Agreement, this Schedule A is intended to clarify certain deliverables, role sorts, and responsibilities between Lee and Client in connection with such Placements.  In the event of any direct and irreconcilable conflict between this Schedule A and the Terms and Conditions of the Agreement, this Schedule A shall control.

With the exception of Client’s trademarks, products/services, and claims related thereto as may be furnished by Client, to which Client grants Lee a limited license to use as contemplated hereunder (the “Client Materials”), all of the content, services and/or materials furnished by Lee in connection with the Placements shall be considered “Lee Services and Materials”.  With respect to the Lee Services and Materials, the parties agree as follows:

1. Unless specifically set forth above, Client takes no ownership interest in any of the Lee Services and Materials (except for the Client Materials as such may be included therein).
2. With respect to any Placements, Lee will endeavor to deliver each such proposed Placement in sufficient time to permit Client to meaningfully to review and provide feedback. Client will provide its feedback in a reasonable and timely manner and without intent to frustrate the purposes of this Agreement or cause Lee to incur unbudgeted costs.
3. Notwithstanding Client’s review and/or feedback on any Placements, and except as otherwise specifically set forth elsewhere in the Agreement, Lee shall be responsible for planning, managing, and operating on a turnkey basis all aspects of the Placements (other than the Client Materials and any claims expressed or implied by them).  With respect to all Lee Services and Materials, Lee shall be responsible for compliance with all responsibilities of a publisher, including without limitation: (a) clearing rights to content and third party materials as necessary (including without limitation obtaining all necessary rights to feature any people, places, music, or products in the Lee Services and Materials but excluding any featured in the Client Materials); and (b) placing any disclosures as may be mandated by the FTC or any other regulatory or governmental bodies.
4. In addition to its representations and warranties as set forth in the Terms and Conditions of the Agreement, Client represents and warrants to Lee that no Client Materials supplied or made available by it for use in or in connection with the Placements will (a) violate any laws, rules or regulations (including without limitation those relating to consumer health and safety); (b) make statements or claims about Client’s products or services that Client cannot lawfully substantiate; or (c) infringe upon or violate any rights of any third party, including without limitation copyrights, patents, trademarks, or personal rights (including civil rights and rights of privacy or publicity).

 

 

Schedule B

Custom Advertising Content to be Created or Sourced by Lee

In connection with the custom advertising content contemplated by and described elsewhere in this Agreement (the “Advertising Content”), and in addition to all other terms of the Agreement, this Schedule B is intended to clarify certain deliverables, role sorts, and responsibilities between Lee and Client in connection with such Advertising Content.  In the event of any direct and irreconcilable conflict between this Schedule B and the Terms and Conditions of the Agreement, this Schedule B shall control.

With the exception of Client’s trademarks, creative and/or editorial content furnished by Client, Client’s products/services, and claims related thereto as may be furnished by Client, to which Client grants Lee a limited license to use as contemplated hereunder (the “Client Materials”), all of the content, services and/or materials furnished by Lee in connection with the Advertising Content shall be considered “Lee Services and Materials”.  With respect to the Lee Services and Materials, the parties agree as follows:

1. Unless specifically set forth above, Client takes no ownership interest in any of the Lee Services and Materials (except for the Client Materials as such may be included therein).
2. Client shall have reasonable review and consultation rights with respect to the Advertising Content as described on this Schedule A. With respect to any Advertising Content, Lee will endeavor to incorporate such direction as may be furnished by Client via briefing or otherwise and will endeavor to deliver proposed Advertising Content in sufficient time to permit Client to meaningfully to exercise its right to review and provide feedback.  Client will exercise its rights (if any and if applicable) in a reasonable and timely manner and without intent to frustrate the purposes of this Agreement or cause Lee to incur unbudgeted costs, and provided further that Client’s review, direction, and feedback will be solely for the purpose of determining whether the proposed Advertising Content is generally consistent with Client’s general aims and objectives as have been shared with Lee.
3. With respect to all Advertising Content (but excluding any Client Materials), Lee shall be responsible for compliance with all responsibilities of an advertising agency, including without limitation clearing rights to content and third party materials as necessary.
4. In addition to its representations and warranties as set forth in the Terms and Conditions of the Agreement, Client represents and warrants to Lee that no Client Materials supplied or made available by it for use in or in connection with the Advertising Content will (a) violate any laws, rules or regulations (including without limitation those relating to consumer health and safety); (b) make statements or claims about Client’s products or services that Client cannot lawfully substantiate; or (c) infringe upon or violate any rights of any third party, including without limitation copyrights, patents, trademarks, or personal rights (including civil rights and rights of privacy or publicity).
5. Client recognizes, acknowledges, and agrees that Lee is not a signatory, authorizer, or otherwise bound by any collective bargaining agreement with SAG-AFTRA, including without limitation the SAG-AFTRA Commercials Contract (each, a “CBA”), and that none of the materials hereunder will be produced under the jurisdiction of any CBA; Client represents and warrants that Lee’s services hereunder will not implicate or create any claims under any CBA.

Schedule C

Pixel Terms and Conditions

These Pixel Terms and Conditions (“Pixel Terms”) are a part of and incorporated into the Master Marketing as a Service Agreement (“Agreement”) and shall apply with respect to the Services provided by Lee to Client under the Agreement and any associated Statement of Works. Capitalized terms not defined herein have the same meanings set forth in the Agreement. Lee and Client each individually shall be referred to as a “Party” and collectively as “Parties.”

1. Term/Termination

(a) Term. The Agreement and Pixel Terms shall be for a term commencing on the Effective Date and ending on the later of (i) 12 months after the Effective Date or (ii) pursuant to the timeframe and term as outlined in the applicable Statement of Work to the Agreement and Pixel Terms (the “Term”). Provided, however, if the Agreement and Pixel Terms are terminated while any Statement of Work is still in effect, the Agreement and Pixel Terms shall continue with respect to such SOW as if the termination had not occurred until the expiration or termination of the applicable SOW.

(b) Termination. Lee may immediately terminate the Agreement upon notice to Client for any of the following reasons: (i) Client fails to make payment by the date specified in Lee’s invoice; (ii) Client fails to perform any obligations of the Agreement or these Terms and Conditions; (iii) a petition in bankruptcy or for reorganization under the bankruptcy or insolvency laws is filed against Client; (iv) Client ceases doing business or Lee believes Client is likely to cease doing business; (v) in the opinion of Lee, the credit of Client is impaired; (vi) Lee determines, in its sole and reasonable discretion, that Client is engaged in unlawful or disreputable activity (including but not limited to, if Client’s access to and use of the Services may be in violation of any applicable law, rule or regulations); (vii) Lee determines, within its reasonable judgment, that Lee’s provision of the Services may be in violation of any applicable law, rule or regulations; (viii) Client materially breaches the Agreement in a manner that may affect the intellectual property rights of Lee, Lee’s service providers, and/or Lee’s suppliers; or (ix) any aspect of the Services and/or the Service Data is or in Lee’s opinion is likely to be claimed to infringe, misappropriate or otherwise violate any third-party Intellectual Property Right. Lee may decline to provide Services and/or reject any Statement of Work for any reason whatsoever.

(c) Effect of Termination. Upon any termination of the Agreement and Pixel Terms: (i) Lee shall be entitled to cease all Services; (ii) all fees currently due to Lee under the Agreement and/or any Statement of work become immediately payable; (iii) each party shall immediately return to the other party or permanently destroy all documents and tangible or electronic materials containing, reflecting, incorporating or based on the Confidential Information of the other party, and require all vendors to do the same; and (iv) all corresponding rights, obligations and licenses of the parties shall cease, except that all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) shall survive, and the provisions of Sections 1 and 4 of the Agreement, and Sections 1, 2, 3, 4, 5, 10, 11, 12, 13, 23, 24, 25, and this Section 1(c) of the Pixel Terms shall survive.

(d) Suspension. Notwithstanding anything else herein, Lee may suspend or limit Client’s access to or use of the Services if such access or use is in violation of the restrictions in the Agreement and Pixel Terms and such access or use otherwise results in (or is reasonably likely to result in) damage to or material degradation of the Services which interferes with Lee’s ability to provide access to the Services to other clients. Lee reserves the right to suspend Client’s access to the Services for scheduled or emergency maintenance. Lee reserves the right to suspend Client’s access to the Services in the event Client is in breach of the Agreement and Pixel Terms, including failure to pay any amounts due to Lee.

2. Advertising Production Errors

Client may not claim a breach, terminate or cancel the Agreement if advertising copy or content is incorrect or contains errors of any kind, or because of a failure to publish, insert, or disseminate any content; nor is Lee liable to Client for any loss or damage that results therefrom. Lee agrees to run corrective content for that portion of the first publication, insertion, or dissemination which may have been rendered valueless by error, unless such error arises after the content has been confirmed by Client or Client has submitted the contract after a deadline. Any claim for adjustment due to errors must be made within thirty-six (36) hours after dissemination. Credit for errors in content will not exceed the cost of the space occupied by such error and will not exceed the percentage of incorrect preprint or digital advertising delivered or viewed. On multiple insertions, credit for errors will not be given after the first insertion. Lee shall not be liable for any consequential damages arising from error in advertising and shall not be liable for any monetary damages other than the credit for errors described in this Section 4. Preprint insert quantities orders are based on circulation projections and are subject to change based on actual circulation figures the date of publication. Circulation numbers are variable and Lee is not liable for changes at the time of actual insertion. Insertion projects include a five (5%) percent spoilage factor. Lee considers insertions in good standing at ninety-five (95%) percent of the billed quantity reflected on Client’s insertion order.

3. Ownership and Proprietary Rights

a) Each party owns all work product, including advertising copy or content, which represents the creative effort of that party and/or utilization of creativity, illustration, labor, composition or material furnished by it including all copyrights. Neither party may use in any manner, nor allow third parties to use in any manner, advertising copy owned by the other party in any other advertising medium without the owning party’s written consent, provided however that Lee shall have a non-exclusive right and license to utilize Client’s intellectual property to perform the Agreement.

b) Lee, and/or Lee’s suppliers and/or service providers, shall retain all rights, title and interest (including all intellectual property and proprietary rights) in and to the Services, Service Data and Technology, including any improvements, enhancements or modifications thereto. Except for the limited rights and licenses expressly granted hereunder, no other license is granted to the Services, Service Data and Technology, and no other use is permitted. For the avoidance of doubt, Client shall not have any right, title, or interest in or to any Service Data, excluding End User Data or to any other information contained in Service Data that Client (as applicable) has not independently collected from its end users.

4. End User Data

(a) License to End User Data. Client shall retain all right, title and interest (including, without limitation, sole ownership of) in and to all End User Data and all rights with respect to such End User Data, including all intellectual property rights. Subject to all terms and conditions of the Agreement and Pixel Terms, during the term of the Agreement, Pixel Terms, and any related SOW, Client hereby grants Lee, Lee’s suppliers, and Lee’s service providers a limited, nonexclusive, non-transferable, royalty-free, and revocable license to use, reproduce, modify, create derivatives from, distribute and transmit the End User Data solely (i) as necessary to provide the Services and (ii) for Lee, Lee’s suppliers’, and/or Lee’s service providers’ lawful business purposes, including for improving, testing, and operating their products and services. Client acknowledges and agrees that Lee, Lee’s suppliers, and/or Lee’s service providers may use End User Data to provide services and products to their other customers, business partners, or third parties and share Service Data containing or reflecting End User Data with such third parties, which may include companies which may have overlapping or competing interests with Client.

(b) End User Data Collection. In respect of any End User Data provided hereunder, Client represents and warrants that where required by the applicable Rules, Client, and, if applicable, any other entity that collected such End User Data, has obtained legally compliant consent to the collection, use and disclosure of such information to allow Lee, Lee’s suppliers, and Lee’s service providers to further process such End User Data for purposes of providing the Services, including but not limited to the Pixel Platform Services and/or the Pixel Marketing Services, from each end user or specific device the End User Data pertains to. If Lee receives any notice or claim that any End User Data, or activities hereunder with respect to any End User Data, may infringe or violate rights of a third party or any laws or regulations, Lee may, but is not required to, suspend or terminate the Services. Client acknowledges and agrees that, as between the parties hereto, Client, not Lee, shall be solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all End User Data provided by Client in connection with the Agreement and Pixel Terms.

(c) Use of End User Data. Client expressly acknowledges and agrees that (i) Lee, Lee’s suppliers, and/or Lee’s service providers may collect information on the use, contents, performance or management of campaigns conducted on the Pixel Platform, and (ii) notwithstanding anything to the contrary herein, Lee, Lee’s suppliers, and/or Lee’s service providers shall have the right to use and analyze End User Data for the purpose of testing, improving, and providing their products and services; and create, analyze and use audience segments and other aggregate data derived from End User Data solely for use for their business purposes. Client agrees that Lee, Lee’s suppliers, and/or Lee’s service providers are free to use (including for research purposes) aggregate measures of Service Data, Technology, and Services usage and performance, and to reuse all generalized knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) related to or acquired during provision of the Services under the Agreement or Pixel Terms (including without limitation, that which they could have acquired performing the same or similar services for another Client), provided that none of the foregoing includes any End User Data and that Lee, Lee’s suppliers, and/or Lee’s service providers may not use such data and information in a way that discloses or is capable of being used to determine the identity of Client. Feedback regarding the Services, even if designated as confidential by Client, shall not create any confidentiality obligation for Lee, Lee’s suppliers, and/or Lee’s service providers notwithstanding anything else, and Client shall, and hereby does, grant to Lee, Lee’s suppliers, and/or Lee’s service providers a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit such feedback for any purpose.

5. Privacy Policy

Client shall have a Privacy Policy, the presentation, posting and content of which shall comply with all Rules and which shall be linked to conspicuously from the home page(s) of all websites in relation to which the Services are being provided, with a link that contains the word “Privacy.” Client’s Privacy Policy shall accurately disclose how Client collects, uses and shares data, and shall disclose the use of the Pixel, the Pixel Platform Services, and/or the Pixel Marketing Services, as applicable. Client shall fully comply with its Privacy Policy. Client’s Terms of Use and Privacy Policy shall be consistent with, and will not be violated by, use of the Services or the Service Data.

6. Advertising Content

Lee may reject or edit at any time any of Client’s advertising. All advertising positions are at the option of Lee unless a particular position is identified in the Agreement. Failure to meet position requests will not constitute cause for adjustment, refund, rerun, termination or cancellation of the Agreement.

7. Purpose of Personal Information Disclosure 

The Parties agree that the limited and specific purpose of the disclosure of Personal Information by the Client to Lee is for the provision of the Services, and as otherwise described in the Agreement and Pixel Terms. Lee shall only use the Personal Information for these limited and specific purposes.

8. Pixel Platform Services

To the extent that Lee is providing Client with access to Pixel Platform Services:

(a) Consent. Client hereby consents to online data collection and/or analytics provided by and through the use of the Pixel.

(b) Access to Pixel Platform. Subject to all terms and conditions of the Agreement and Pixel Terms, and after Client has entered into a Statement of Work with Lee for the Services, Lee will provide Client with access to the Pixel Platform through a web-based interface, and Client may access and use the Pixel Platform solely as permitted under the Agreement and Pixel Terms. Client will also cooperate with Lee in establishing a password or other procedures designed to verify that only designated employees of Client have access to any administrative functions of the Pixel Platform.

(c) Client Compliance. Client must not market, demonstrate, resell, and/or sublicense the Services, including but not limited to the Pixel Platform. Client shall use the Pixel Platform solely as permitted under the Agreement and Pixel Terms and solely for Client’s internal business purposes in accordance with the applicable Documentation. Client’s access and use of the Pixel Platform shall comply with all conditions and policies referenced in the Documentation (such as, for example, any requirements regarding third party software, data formats, or prohibited uses).

(d) Security. Client shall only permit access to the Pixel Platform by its duly registered users (“Authorized Users”). Client shall be solely responsible for all acts and omissions of any Authorized User in connection with the use of the Pixel Platform and any Technology and all Services. Lee will provide Client with log-in credentials to access the Pixel Platform (the “Account”). Client agrees to take reasonable and necessary measures to protect the confidentiality of login and password information and to have appropriate procedures in place to prevent misuse. Client shall be responsible for maintaining the security of all passwords and other credentials to access the Pixel Platform (the “Account”) (including administrative and user passwords) and files, and for all use of the Pixel Platform initiated by or on behalf of Client through Client’s Account name and password.

(e) Implementation. Client shall implement such integrations and customizations as may be reasonably required for Lee to provide the Pixel Platform Services, and to enable Client to make use of the Pixel Platform Services, in accordance with the Documentation and instructions otherwise provided by Lee. Lee may require the placement of certain code, pixels, cookies, links or scripts provided by Lee on Media in order to implement the Pixel Platform Services, including but not limited to the Pixel. Subject to Client’s compliance with the terms and conditions of the Agreement and Pixel Terms, Client may implement the Pixel into the header or tag manager of the Media domain(s) approved by Lee, solely for Client’s internal business purposes as provided herein and in accordance with the applicable Documentation.

(f) License to Service Data. Subject to the terms and conditions of the Agreement and Pixel Terms, Lee grants to Client a revocable license to use, during the term of the Agreement and Pixel Terms, Service Data solely for Client’s internal business purposes as expressly permitted by Lee herein and in accordance with the terms and conditions of the Agreement, Pixel Terms, and all applicable Rules. Client shall not sublicense such license. Client shall not provide, disclose or otherwise make available to any third party any Service Data without Lee’s prior written consent. Client shall make commercially reasonable efforts to prevent unauthorized access to or use of the Pixel Platform and the Service Data and shall notify Lee promptly of any such unauthorized access or use.

9. Pixel Marketing Services

To the extent that Lee is providing Client with Pixel Marketing Services:

(a) Consent. Client hereby consents to online data collection and/or analytics provided by and through the use of the Pixel.

(b) Implementation. Client shall implement such integrations and customizations as may be reasonably required for Lee to provide the Pixel Marketing Services in accordance with the Documentation and instructions otherwise provided by Lee. Lee may require the placement of certain code, pixels, cookies, links or scripts provided by Lee on Media in order to implement the Pixel Marketing Services, including but not limited to the Pixel. Subject to Client’s compliance with the terms and conditions of the Agreement and Pixel Terms, Client may implement the Pixel into the header or tag manager of the Media domain(s) approved by Lee, solely for Client’s internal business purposes as provided herein and in accordance with the applicable Documentation.

10. Third Party Services

Client acknowledges and agrees that Services may operate on or with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”). Lee is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. Client is solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof. Lee does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Client and a third party provider is solely between Client and such third party provider and is governed by such third party’s terms and conditions.

11. Technology Limitations and Restrictions

(a) Lee, its suppliers, and its service providers will not be responsible or liable for any failure in any technology provided by Lee, including but not limited to the Pixel Platform Services and the Pixel Marketing Services, resulting from or attributable to: (i) Client’s systems or software; (ii) unusually high usage volumes; (iii) failures in any telecommunications, network or other service or equipment outside of the facilities or control of Lee, its suppliers, or its service providers, (iv) Client’s, Client’s vendor’s or other third party’s products, services, negligence, acts or omissions, (v) any force majeure event or other cause beyond the reasonable control of Lee, its suppliers, and its service providers (such as unavailability of End User Data), (vi) scheduled maintenance, or (vii) unauthorized access breach of firewalls or other hacking by third parties.

(b) Except as expressly permitted in the Agreement and Pixel Terms, Client shall not directly or indirectly (i) use any Confidential Information (as defined below) to create any service, software, documentation or data that is similar to any aspect of the Services, Technology or Service Data; (ii) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code of any Technology, or the underlying ideas, algorithms or trade secrets therein; (iii) encumber, sublicense, transfer, rent, lease, time-share or use the Services, Technology or Service Data in any service bureau arrangement or otherwise for the benefit of any third party; (iv) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Services or Technology; (v) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns pursuant to the Agreement and Pixel Terms (or any direct product thereof) in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction; (vi) knowingly use Service Data or any Services in a manner that violates any third party privacy or publicity rights or intellectual property, contractual or other proprietary rights; (vii) use the Pixel Platform in any way that does or would be reasonably likely to interfere with use of the Services by other users of the Pixel Platform; (viii) remove or alter any proprietary markings or notices, except solely as expressly permitted in writing by Lee, or (ix) permit any third party to engage in any of the foregoing proscribed acts. Notwithstanding anything else herein, Lee may suspend or limit Client’s access to or use of the Services if such access or use is in violation of the restrictions in this Section 12 and such access or use otherwise results in (or is reasonably likely to result in) damage to or material degradation of the Services which interferes with Lee’s ability to provide access to the Services to other clients.

12. Confidentiality

(a) Scope. “Confidential Information” means all trade secrets, know-how, inventions, developments, software and other non-public financial, business or technical information disclosed by or for Lee, its suppliers, or its service providers in relation to the Agreement and Pixel Terms, but not including any information Client can demonstrate with competent evidence is (i) already known by it without restriction; (ii) rightfully furnished to it without restriction by a third party not in breach of any obligation; (iii) generally known to the public without breach of the Agreement and Pixel Terms or (iv) independently developed by it without access to or reliance on such Confidential Information. Confidential Information shall include, without limitation, the Services, the Technology, and pricing information for Lee’s products and services. Client shall not provide Lee, Lee’s suppliers, or Lee’s service providers any Confidential Information that is not necessary for Lee to perform its obligations under the Agreement and Pixel Terms.

(b) Confidentiality. Except for the specific rights granted by the Agreement and Pixel Terms, Client shall not access, use or disclose any Confidential Information of Lee, Lee’s suppliers, or Lee’s service providers, without the disclosing party’s written consent, and shall use at least the standard of care used to protect its own Confidential Information, but not less than reasonable care, to protect the disclosing party’s Confidential Information from unauthorized use or disclosure, including ensuring that its employees and contractors with access to such Confidential Information (i) have a reasonable need to know for the purposes of the Agreement and Pixel Terms, and (ii) have been apprised of and are bound by restrictions at least as protective of the disclosing party’s Confidential Information as the Agreement and Pixel Terms. Client shall be responsible for any breach of confidentiality by its employees and contractors. Promptly after any termination of the Agreement and Pixel Terms (or at the disclosing party’s written request at any other time), Client shall return all of the tangible Confidential Information of Lee, Lee’s suppliers, and Lee’s service providers, permanently erase all Confidential Information from any storage media and destroy all information, records and materials developed therefrom, in any medium. Client may disclose only the general nature, but not the specific terms, of the Agreement and Pixel Terms without the prior consent of Lee; provided that Client may provide a copy of the Agreement and Pixel Terms or otherwise disclose its terms in connection with any legal or regulatory requirement, financing transaction or due diligence inquiry.

(c) Compelled Disclosure. Client may disclose Confidential Information as necessary pursuant to any court order, lawful requirement of a governmental agency or when disclosure is required by operation of law (including disclosures pursuant to any applicable securities laws and regulations); provided that prior to any such disclosure, Client shall use reasonable efforts to (i) promptly notify the disclosing party in writing of such requirement to disclose (where permitted) and provide reasonable assistance in protecting against or minimizing any such disclosure or obtaining a protective order; and (ii) in the event Confidential Information is nevertheless required to be disclosed, discloses only such portion of Confidential Information as is advised by its counsel to be legally required, and takes reasonable steps to obtain confidential treatment of the Confidential Information so disclosed.

13. Client Representations and Warranties 

Client represents and warrants as follows:

(a) Rights in Personal Information. Client has and will have sufficient rights in and to the Personal Information (including but not limited to End User Data) as may be necessary to permit the access, use and distribution thereof as contemplated by the Agreement and Pixel Terms, without infringing the rights of any third party or violating any Rule or other applicable law, rule, regulation, or industry or self-regulatory guidelines or standards.

(b) Legal and Regulatory Compliance. Client shall at all times comply with applicable laws, rules, regulations, ordinances, code, and self-regulatory guidelines, including, without limitation, privacy laws, data export laws, consumer protection laws, and all applicable Rules.

(c) Collection of Personal Information. Client warrants that for the purposes of the Agreement and Pixel Terms, it maintains and has provided to all individual data subjects from whom it collects Personal Information (i) a privacy notice(s) compliant with all applicable Rules and industry self-regulatory standards of which the Client is a member, or to which the Client is subject, concerning the processing of all Personal Information subject to the Agreement and Pixel Terms; and (ii) any other necessary disclosures under applicable law. Client shall ensure that in respect of the Personal Information that it discloses under the Agreement and Pixel Terms (including but not limited to End User Data) that such Personal Information was collected fairly and in compliance with all applicable Rules.

(d) Data Subject Consent and Requests. Client represents and warrants that it has obtained, and shall obtain, any and all consents for the collection, processing and disclosure of Personal Information, and shall provide any and all opt-outs and communicate any and all rejections, withdrawals of consent, opt-outs, or other authorizations required by any applicable law or required by any industry standard or regulatory standard. For the avoidance of doubt, Lee shall not be responsible or liable for Client’s compliance with applicable law.

(e) Choice and Consent. Where required by applicable Rules or applicable self-regulatory principles, the Client has implemented a mechanism to obtain consent for the collection, processing, and disclosure of Personal Information, and/or to facilitate opt-outs from individuals. Client will not disclose or make available to Lee, Lee’s suppliers, and/or Lee’s service providers, any Personal Information relating to individuals that have opted-out of processing from systems under Client’s control. Where required pursuant to applicable Rules or by order, request or other instruction by a regulator, Client agrees to provide Lee, Lee’s suppliers, and/or Lee’s service providers with documentation that such consent has in fact been obtained from data subjects.

(f) Rights in Client Content. Client represents and warrants that it owns or licenses all rights necessary in any content supplied by or through Client for the publication, distribution, and other uses anticipated or permitted under the Agreement.

14. Client Rights.

Client shall have the right, with respect to the Personal Information disclosed by Client to Lee, to take reasonable and appropriate steps to ensure that Lee uses the Personal Information in a manner consistent with Client’s obligations under the California Privacy Rights Act (“CPRA”) and its related regulations. Client shall have the right, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of Personal Information made available to Lee.

15. Client Responsibilities

(a) Transmission. Client will transmit all Personal Information in a secure manner using methods mutually agreed to by the parties.

(b) Special Data. Client shall not (and shall not permit any individual to) disclose to Lee, Lee’s suppliers, and/or Lee’s service providers, any Personal Information that is sensitive data under any applicable law.

(c) Sale or Share/Targeted Advertising. Client is responsible for determining whether any disclosure of Personal Information is a Sale, Share, or Targeted Advertising under the applicable Rules or otherwise impacts Client’s legal obligations. If such disclosure constitutes a Sale, Share, or Targeted Advertising, Client shall be deemed to have Sold or Shared the data, or participated in Targeted Advertising, and shall be responsible for any resulting regulatory or contractual obligations in relation to such Sale, Sharing, or Targeted Advertising, which includes but is not limited to providing notice and choice to data subjects as described in the applicable Rules.

(d) Other. Client will reasonably cooperate with Lee in connection with the provision of the Services by making available such personnel and information as may be reasonably requested in advance by Lee. Client will also cooperate with Lee in establishing a password or other procedures designed to verify that only designated employees of Client have access to any administrative functions of the Services. Client shall comply with all applicable Rules in its use of the Service Data and Services and its performance of its obligations and exercise of its rights hereunder.

16. Lee Responsibilities

(a) CPRA Compliance. Lee shall comply with all applicable sections of the CPRA and its related regulations, including, with respect to the Personal Information disclosed by Client to Lee, providing the same level of privacy protection as required of businesses by the CPRA and its related regulations.

(b) Notification of Determination of Inability to Meet CPRA Obligations. Lee shall notify Client after it makes a determination that it can no longer meet its obligations under the CPRA and its related regulations.

(c) Cooperation. Upon written request, Lee shall provide the Client with such information as the Client may reasonably require about Personal Information processed and disclosed by Client to Lee under the Agreement and Pixel Terms.

(d) Regulator Requests. If Lee receives a lawful request from a regulator relating directly to any Personal Information disclosed by Client to Lee under the Agreement and Pixel Terms, Lee will use commercially reasonable efforts to provide Client notice of the regulator request if such request references Client, unless prohibited from doing so, and if Lee becomes aware that any regulator wishes to obtain access to any Personal Information disclosed by Client to Lee under the Agreement and Pixel Terms, Lee will only make available such Personal Information to the extent it is legally required to do so.

17. International Transfers

The parties may process Personal Information throughout the world provided that such transfer is subject to an appropriate data export mechanism as required by applicable Rules.

18. Deidentified Data

Each party agrees that to the extent it is a recipient of Deidentified Data (as such term or such similar term is defined under any applicable Rule) from the other party, it will (i) take reasonable measures to ensure that such data cannot be associated with an individual data subject or household, (ii) will maintain and use the information in deidentified form, and (iii) not attempt to reidentify such data, unless otherwise mutually agreed by the Parties in writing and approved by each party’s privacy counsel.

19. Compliance with Fair Housing Act and Other Laws

The federal Fair Housing Act prohibits advertisements that indicate any preference, limitation, or discrimination because of race, color, religion, sex, disability, familial status, or national origin. Client agrees to comply with the Fair Housing Act, as well as all federal, state, and local laws.

20. Brokered Advertising

Lee does not accept local brokered advertising.

21. Assignment

Client may not assign the Agreement to third parties without Lee’s written consent, which consent may be withheld at Lee’s reasonable discretion.

22. Excusable Delays

Lee will not be liable for any damages related to delay or inability to perform due to causes beyond its control. Lee’s performance of its obligations under the Agreement will be suspended during such a delay or inability to perform and will not constitute a breach of the Agreement. Client may terminate the Agreement if Lee’s delay or inability to perform lasts more than thirty (30) days.

23. Indemnification

Client agrees to defend, indemnify and hold harmless Lee, its affiliates, its and their respective suppliers and providers, and it and their respective officers, directors, officers, employees, contractors, and agents from and against any and all claims, suits, demands, actions, damages, losses, liabilities, assessments, costs and/or expenses of any nature whatsoever, (including reasonable attorney’s fees and legal expenses), arising out of or relating to:

(a) Client’s breach of any representation, warranty, covenant, or other term of the Agreement and Pixel Terms; (b) Client’s access to or use of the Services, including any Pixel Platform Services or Pixel Marketing Services; (c) Client’s access to or use of any Service Data; (d) any advertising, including but not limited to Lee’s distribution or publication of Client’s advertising and advertisements targeted by Client using Service Data and/or the Pixel Marketing Services; (e) any End User Data or other content provided by or through Client; (f) Client’s unauthorized publication or distribution of advertising owned by Lee; (g) any violation of any law, rule, or regulation; and/or (h) Client’s gross negligence or willful misconduct.

24. Disclaimers

TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES IN THE AGREEMENT AND PIXEL TERMS, LEE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND (FOR ITSELF AND/OR ITS SUPPLIERS), WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. LEE HEREBY DISCLAIMS (FOR ITSELF, ITS SUPPLIERS, AND ITS SERVICE PROVIDERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO ALL SERVICES PROVIDED UNDER THE AGREEMENT BY LEE, LEE’S SUPPLIERS, AND LEE’S SERVICE PROVIDERS, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, RELIABILITY, THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ALL SERVICES PROVIDED UNDER THE AGREEMENT BY LEE, LEE’S SUPPLIERS, AND LEE’S SERVICE PROVIDERS ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXCEPT SOLELY AS EXPRESSLY SET FORTH HEREIN. LEE, ALONG WITH ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND PARTNERS, DO NOT WARRANT THAT: (A) ANY TECHNOLOGY PROVIDED BY LEE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY INFORMATION CONTAINED IN ANY SERVICE DATA SHALL BE CURRENT AND ERROR-FREE; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) ANY TECHNOLOGY PROVIDED BY LEE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) THE RESULTS OF USING THE SERVICES, THE TECHNOLOGY AND/OR SERVICE DATA WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS. UNLESS EXPRESSLY PROVIDED OTHERWISE, USE OF ALL TECHNOLOGY PROVIDED BY LEE, INCLUDING BUT NOT LIMITED TO THE TECHNOLOGY AND SERVICE DATA, IS SOLELY AT CLIENT’S OWN RISK. TO THE EXTENT THAT THE PARTIES MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
25) Limitation of Liability. IN NO EVENT WILL LEE, LEE’S AFFILIATES, LICENSORS, SUPPLIERS, SERVICE PROVIDERS, EMPLOYEES, REPRESENTATIVES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE TO CLIENT OR ANY THIRD PARTY, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) FOR ANY INTERRUPTION OF USE, LOSS OR INACCURACY OF DATA, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES; OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, RELIANCE OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, AND/OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THE AGREEMENT AND PIXEL TERMS, EVEN IF LEE HAS BEEN ADVISED OF THE POSSIBILITY OR SUCH DAMAGES AND EVEN IF FORESEEABLE. . IN NO EVENT SHALL LEE HAVE ANY LIABILITY OR OBLIGATION HEREUNDER WITH RESPECT TO ANY CLAIM TO THE EXTENT BASED UPON (A) CLIENT’S USE OF ANY SERVICES, TECHNOLOGY, OR SERVICE DATA IN ANY FORM OR ON ANY PLATFORM WHATSOEVER; (B) ANY END USER DATA; (C) CLIENT’S USE OR DISCLOSURE OF ANY SERVICES, TECHNOLOGY, OR SERVICE DATA OTHER THAN IN STRICT ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH HEREIN, OR IN VIOLATION OF APPLICABLE RULES. IN NO EVENT SHALL LEE’S, LEE’S AFFILIATES’, LICENSORS’, SUPPLIERS’, SERVICE PROVIDERS’, EMPLOYEES’, REPRESENTATIVES’, AGENTS’, OFFICERS’ OR DIRECTORS’ MAXIMUM AGGREGATE LIABILITY TO CLIENT FOR ANY LOSS, DAMAGE OR CLAIM UNDER ANY AGREEMENT, INCLUDING LIABILITY FOR ANY LOSS, DAMAGE, OR CLAIM RELATED TO OR ARISING OUT OF THE SERVICES, THE PIXEL PLATFORM, AND/OR THE SERVICE DATA EXCEED THE COST OF SERVICES PROVIDED BY LEE UNDER THE AGREEMENT AND PIXEL TERMS DURING THE PRECEDING THREE (3) MONTHS. CLIENT AGREES THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION WILL SURVIVE ANY TERMINATION OF EXPIRATION OF THE AGREEMENT AND PIXEL TERMS AND, TO THE EXTENT PERMITTED BY LAW, WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.