MASTER MARKETING AS A SERVICE AGREEMENT

1. Definitions.

   1. Audience Data means audience segments and related data proprietary to Lee, Lee’s suppliers, and/or Lee’s service providers, including any personal information or other end user data of individuals (e.g., name, address, email, device information, etc.) that is provided to Client through the Services.
   2. Documentation means any user guide, help information and other documentation and information regarding the Services delivered or otherwise made available by Lee from time to time.
   3. End User Data means all end user data that is uploaded or otherwise provided or made available by Client in connection with the Services, including the Pixel Platform Services or the Pixel Marketing Services, including any device level data (e.g., cookie id, device id, IP address, user agent string, and time stamp) and audience segmentation data relating to end users of Media.
   4. Media means online properties owned or operated by Client or with respect to which Client is legally authorized to make use of the Pixel Platform Services and/or the Pixel Marketing Services.
   5. Personal Information means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household.
   6. Pixel means a proprietary pixel tag. Any software (including third-party software) that is distributed or provided to Client hereunder (including without limitation any cookie or application programming interface, but excluding for clarity the Platform), shall be deemed a part of the “Pixel” for the purposes of this Agreement.
   7. Pixel Marketing Services means marketing campaigns created by Lee for benefit of Client based upon the Service Data.
   8. Pixel Platform means the proprietary hosted platform(s) through which Pixel Platform Services are provided by Lee and its providers.
   9. Pixel Platform Services means all Services relating to the provision of the Pixel and related Audience Data and Service Data. The software for the Pixel Platform Services will be hosted on a server, and any Client access is limited to functionality over the Internet.
   10. Pixel Terms and Conditions means the supplementary terms related to the Pixel, Client’s use of the Pixel, and all Services provided by Lee to Client respective to the Pixel and located at PIXEL TERMS AND CONDITIONSor another webpage designated by Lee.
   11. Rules means all federal, state, and local statutes, laws, rules and regulations regarding the collection, use and disclosure of data from or about end users and/or specific devices, including, but not limited to, (i) all United States federal and state rules and guidelines regarding the collection, use and disclosure of data from or about end users and/or specific devices or otherwise relating to relating to privacy and/or marketing, including without limitation the Telephone Consumer Protection Act of 1991 (as amended), the Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003 (as amended), the California Online Privacy Protection Act of 2003 (as amended); (ii) the Self-Regulatory Principles of the Digital Advertising Alliance (“DAA”), currently available at http://www.aboutads.info/principles as each set of principles may be amended from time to time by the DAA or its successor entity; and (iii) to the extent applicable, the Rules of any foreign jurisdiction, including without limitation the General Data Protection Regulation (Regulation (EU) 2016/679) and the EU Directive 2002/58/EC, and, when effective, any regulation expressly superseding the same.
   12. Service Data means all analytics, data, and information created, received or processed by Lee, Lee’s suppliers, and/or Lee’s service providers in performing the Pixel Platform Services, or that result from performance of the Pixel Platform Services, but excluding End User Data. Service Data shall include all Audience Data.
   13. Technology means all ideas, concepts, inventions, systems, platforms, software, interfaces, APIs, designs, tools, utilities, templates, forms, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies, implementations and information that are used by Lee, Lee’s suppliers, and/or Lee’s service providers, in providing the Services, but excluding End User Data. Technology shall include the Pixel and Pixel Platform(s).

        
2. Services. Lee shall perform services for Client in the Pixel Terms as described in one or more Statements of Work which define the scope of work being provided, project deliverables, and payment terms and conditions (“Statement(s) of Work” or “SOW”) and in this Agreement (the “Services”). There may be multiple Statements of Work executed by the parties pursuant to this Agreement. Each such Statement of Work shall reference this Agreement, shall be governed by the terms of this Agreement, and shall be a part of this Agreement. In the event of a conflict or ambiguity between any term of this Agreement and any Statement of Work or other document attached to or referenced by a Statement of Work, the terms of this Agreement shall prevail. Lee may, in its sole discretion, discontinue, modify, enhance or otherwise change any Services (including the Pixel Platform) from time to time without notice to Client, for any purpose deemed appropriate by Lee; provided that if such modification, enhancement or change materially and adversely affects the functionality of the Pixel Platform, Pixel Platform Services, or Pixel Marketing Services as used by Client, Lee will exercise reasonable efforts to provide Client with prior written notice of such change. The process for any change, or change order, to the Services requested by the Client shall be detailed in the relevant Statement of Work.

    
3. Pixel Terms and Conditions.

1. Additional Terms.
   1. 1. Taxes. Lee’s fees do not include applicable taxes. Client will be responsible for the payment of all taxes in connection with this Agreement, including but not limited to any sales, use, excise, value-added, gross-receipts, services, entity level withholding, consumption and other similar transaction taxes or duties, however designated, that are properly levied by any taxing authority upon the provision of the goods or services, excluding taxes incurred on transactions between and among Lee, Lee’s affiliates, Lee’s suppliers, and Lee’s service providers. Notwithstanding the foregoing, each party will be responsible for its own income taxes, employment taxes, property and/or ad valorem taxes and state or local privilege or franchise taxes.
      2. Force Majeure. Neither party will be liable for any default or delays in the performance by a party of its obligations under the Agreement (i) if and to the extent caused by such events as fire, flood, earthquake, elements of nature, disease, acts of God, acts of war or terrorism, catastrophic failures of telecommunication service, or direct government action or order and (ii) to the extent such party is without fault.
      3. Notices. Any notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered in person, via overnight mail, via facsimile with confirmation, or mailed via United States certified or registered mail, return receipt requested, postage prepaid, and shall be addressed to the parties at their respective addresses set forth below. Either party may change its address for notices by a notice given in the manner set forth in this Section. Notwithstanding the foregoing, either party may terminate this SOW upon 30 days notice.
      4. Subcontracting. Lee may provide the Services directly, or indirectly using contractors or other third party vendors, suppliers, or service providers.
      5. Applicable Law and Venue. The Agreement will be governed by the laws of the state in which Lee is doing business, and all actions to enforce or interpret the Agreement must be brought in one of the states in which Lee is doing business.
      6. Severability. If any of the provisions of this Agreement or the Statement of Work or any portion thereof shall be held invalid or unenforceable, such invalidity or unenforceability will not invalidate or render unenforceable this entire Agreement or the Statement of Work, but rather this Agreement or the Statement of Work will be construed as if not containing the particular invalid or unenforceable provisions or portion thereof, and the rights and obligations of the parties hereto will be construed and enforced accordingly.
      7. Entire Agreement. Except as otherwise expressly stated herein, this Agreement, including the Statement(s) of Work, terms and conditions, and any other exhibits attached hereto, contains the entire agreement between the parties as to the subject matter hereof and fully supersedes all prior understandings, written or oral, between the parties regarding such subject matter. This Agreement may not be modified or amended except by a written instrument executed by both parties.
      8. 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.
      9. Headings and Verbiage. The headings contained in this Agreement are for reference purposes only. They are not included for substantive purposes and shall not affect the meaning or interpretation of this Agreement. Any references herein to “including” shall in all cases mean “without limitation.”
      10. Electronic Signature. Client and Lee agree that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement, the Pixel Terms, and any related Statement of Works, are intended to authenticate this writing and have the same force and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or email electronic signatures.

A. Project Title

B. General Description

• Client will receive the DrivenIQ Pixel from Amplified Digital to implement on the Client’s website.

  • For avoidance of doubt, once Amplified Digital delivers the DrivenIQ Pixel to the Client, the Client is responsible for implementation.
• Client will receive secure access to a customized interface/portal branded as Amplified Digital, but specific to the Client.

  • The customized interface/portal is only accessible after successful authentication through MFA.
• Client will receive bi-monthly emails, which will contain a link to a secure portal so the Client may download the Resolves (defined below).
• Client will receive reporting from Amplified Digital on the number of Resolves it receives bi-monthly.