ROR | MSA

MASTER SERVICES AGREEMENT

Effective Date: May 8, 2025

This Master Services Agreement (hereinafter referred to as the “MSA” or the “Agreement”) is effective as of the above written date and is by and between ROR Partners, LLC, a Delaware limited liability company with an office at 6543 S. Las Vegas Blvd, 2nd Floor, Las Vegas, NV 89119 (“ROR”), and any client of ROR that executes a "SOW”, “Insertion Order” (each as defined in Section 1 below), and/or other agreement with ROR referencing this Agreement (the “Client”). ROR and Client are each hereinafter referred to individually as a “Party” and collectively as the “Parties”.

Documents Comprising Agreement This MSA is a master agreement that governs ROR’s provision of products, services and/or related “Deliverables” (as defined in Section 2(t) below) to Client (collectively, the “Services”). A statement of work (“SOW”) is any document referencing this MSA that is designated as a statement of work and which is signed by each Party and sets forth Services, terms and specifications that apply to the particular Services, and the fees being charged (the “Fees”). An insertion order (“Insertion Order”) is any document referencing this MSA that is designated as an Insertion Order and which is signed by Client and sets forth Services (e.g., media purchases to be made by Client or that are to be executed by ROR on behalf of Client) to be provided by ROR to Client and the Fees for such Services. Any “Advertising Network & Data Contribution Agreement” (as defined in Section 2(b)) executed by ROR and Client, and any other agreement executed by ROR and Client (excluding a SOW or Insertion Order) that refers to and/or incorporates this MSA are hereinafter referred to as “Ancillary Agreements”. Collectively, any SOWs, any Insertion Orders, and any Ancillary Agreements are hereinafter referred to as the “Working Documents”. Any Working Documents are subject to the terms of this MSA. If there are any terms and conditions in any Working Documents which conflict with the terms and conditions in this MSA, then the terms and conditions in the applicable Working Document will take precedence with respect to the Services provided under such Working Document. Exhibits A, B, and C attached to this MSA are incorporated herein by this reference.
Definitions As used in this MSA, the following terms shall have the following definitions:
1. “Agreement” and “MSA” are defined in Section 1.
2. “Advertising Network & Data Contribution Agreement” is any agreement executed by ROR and Client providing for Client to allow ROR to make use of “Contributed Data” (as defined therein) for the purposes delineated therein.
3. “Advertising Network & Data Contribution Agreement Terms” supplement any Advertising Network & Data Contribution Agreement between Client and ROR; these terms are attached hereto as Exhibit C.
4. “Ancillary Agreements” are defined in Section 1.
5. “Appended Client Data” refers to data resulting from a process whereby ROR combines Client Data with ROR Data using ROR Tools to provide additional and/or to refine attributes with respect to Consumers included within the underlying Client Data.
6. “Applicable Laws” shall mean any and all applicable laws, rules, regulations, and governmental directives.
7. “Applicable Privacy Laws” shall mean any and all Applicable Laws that pertain to: (i) the collection, use and/or storage of Personal Information; (ii) the provision to Consumers of rights to access, correct, and/or delete their Personal Information; (iii) the security of Personal Information; (iv) notifications regard Personal Information Breaches; and/or (v) the Processing of Client Data. Applicable Privacy Laws include, without limitation, the CCPA, the Colorado Privacy Act and related regulations, the Utah Privacy Act, and the Gramm-Leach-Billey Act and related regulations, and any other US state laws that draw a distinction between a “controller” and a “processor” of Personal Information.
8. “Campaign” means any advertising campaign that ROR agrees to undertake on Client’s behalf pursuant to a Working Document, including, without limitation, any Direct Mail Campaign, Email Campaign, and/or Programmatic Media Campaign.
9. “CCPA” means the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act, and any regulations promulgated thereunder.
10. “Claims” is defined in Section 12(a) below.
11. “Client” is defined above.
12. “Client Data” shall mean and refer to any and all data provided by Client to ROR pursuant to this Agreement and/or any Working Document that includes any Personal Information, including without limitation, Tracking Technologies Data.
13. “Client Data Source” shall mean a system or file controlled by or in the possession of Client with respect to which ROR may extract and/or receive Client Data.
14. “Client-Provided Creative” shall mean and refer to any marketing collateral such as digital advertisements, advertising copy, photographs, coupons or offers, and/or any other advertising materials produced by or on behalf of Client and provided by Client (or Client’s vendors or contractors) for use by ROR in connection with a Campaign.
15. “Confidential Information” shall mean, with respect to the Disclosing Party, information which is commercially sensitive, confidential, and/or proprietary to and/or a trade secret of the Disclosing Party. ROR’s Confidential Information shall include, without limitation: (i) any ROR Tools and/or any other intellectual property of ROR and/or of any third party used by ROR to provide the Services; (ii) any ROR Data provided by ROR to Client in connection with the Services; and/or (iii) any Deliverables (excluding any Final Marketing Creative), except to the extent the distribution or other use or disclosure of such Deliverables is otherwise expressly permitted elsewhere in this Agreement and/or in any Working Document. For purposes of this MSA, “Confidential Information” shall not include Client Data or Client-Provided Creative (the uses and protection of which are addressed elsewhere in this Agreement). Moreover, “Confidential Information” shall not include information that: (a) is or becomes part of the public domain through a source other than the Receiving Party; (b) was rightfully known to the Receiving Party as of the time of its disclosure; (c) is independently developed by the Receiving Party; (d) is subsequently learned from a third party not under a confidentiality obligation to the Disclosing Party; (e) is authorized for disclosure in writing by the Disclosing Party; or (f) is and only to the extent required to be, disclosed pursuant to a duly authorized subpoena, court order or government authority, whereupon the Receiving Party subject to same will provide prompt written notice to the Disclosing Party, prior to such disclosure if legally permissible, so that the Disclosing Party may seek a protective order or other appropriate remedy.
16. “Consumer” means: (i) any individual to whom any Campaign is directed in connection with the Services or that is a part of a Custom Media Audience; (ii) any meaning ascribed to the term “consumer” by Applicable Privacy Laws; and (iii) any other individual who is provided protection with respect to their Personal Information by Applicable Privacy Laws.
17. “Costs and Expenses” shall mean and include those reasonable costs and expenses incurred by ROR during the course of ROR’s performance of Services, including but not limited to, out-of-pocket production costs, stock imagery, hotel, automobile rental, and other reasonable travel expenses, charges from third-party suppliers (to the extent not otherwise set forth in an SOW), and other types of reasonable incidental expenses and out-of-pocket costs.
18. “Custom Media Audience” shall mean the creation by ROR, using Client Data, ROR Data and/or other ROR Tools, of a prospect list for or on behalf of Client in connection with the performance of the Services.
19. “Data Protection Addendum” addresses the Processing of Client Data and is attached hereto as Exhibit A.
20. “Deliverables” shall mean and refer to any Marketing Creative and/or other items or materials that ROR delivers to Client in connection with the Services or otherwise pursuant to any Working Document. Notwithstanding the foregoing, Custom Media Audiences and Trade Areas shall not be considered “Deliverables” as they are dealt with separately in this Agreement.
21. “Direct Mail Campaign” shall mean any advertising campaign provided for in a Working Document whereby ROR is meant to cause to be sent tangible mail by way of the USPS on behalf of a Client to a Custom Media Audience or another audience provided for in the applicable Working Document.
22. “Disclosing Party” shall mean a Party providing Confidential Information to the other Party.
23. “Email Recipients” shall mean those Consumers actually sent Emails as part of an Email Campaign.
24. “Emails” shall mean any emails sent to Consumers on behalf of a Client as part of an Email Campaign.
25. “Email Campaign” shall mean the sending of Final Marketing Creative by Emails to Consumers on behalf of a Client.
26. “Enrichment Data” shall mean certain ROR Data that ROR licenses from third parties for use in connection with creating Appended Client Data.
27. “Exclusion Mechanisms” means any “deletions”, “opt-outs”, “unsubscribes” or other denials or revocations of consents from third parties (e.g., Consumers) provided for purposes of compliance with Applicable Laws including, without limitation, any of the foregoing allowing any third party to: (i) opt-out of the receipt or use of a Consumer’s Personal Information for cross-contextual behavioral or targeted advertising; (ii) opt-out of the receipt of marketing Emails; or (iii) opt-out of the sale or sharing of their Personal Information for any purpose (including, without limitation, marketing), and in each case whether provided manually or in an automated fashion (such as through browser signals concerning the opt-out of sale or targeted advertising).
28. “Fees” is defined in Section 1 above.
29. “Final Marketing Creative” shall mean and refer to either of the following types of Marketing Creative: (i) Marketing Creative that ROR has publicly distributed on behalf of Client as part of a Campaign; and/or (ii) Marketing Creative that ROR has confirmed in a separate writing to Client is final and meant for public distribution or use by Client in connection with the Client’s execution of their own (or a third party’s) advertising campaign.
30. “Force Majeure Event” is defined in Section 16 below.
31. “Infringement Claim” is defined in Section 12(a) below.
32. “Insertion Order” is defined in Section 1 above.
33. “Licensed Creative Materials” means third party intellectual property which may be incorporated into any Final Marketing Creative and/or other Deliverables. Licensed Creative Materials may include, but are not limited to, original photography, stock photography, fonts, illustrations, and other copyrightable works.
34. “Marketing Creative” means marketing collateral such as digital advertisements, advertising copy, photographs, coupons or offers, and/or any other advertising materials produced by or on behalf of ROR for use in connection with Campaigns or otherwise to be used by Client itself for its own marketing activities.
35. “Materials” are defined in Section 12(a) below.
36. “Party” and “Parties” are defined above.
37. “Personal Information” means: (i) data that directly identifies or reasonably can be used to directly identify an individual or device within the meaning of Applicable Privacy Laws, including, without limitation, an email address, a postal address, a phone number, a credit card number, personal identification numbers, passwords, biometric data, answers to security questions, or a government identifier (such as a driver’s license number, Social Security Number, or tax ID number); and (ii) data or information that is defined or otherwise protected as “personal information”, “personal data” or the like by Applicable Privacy Laws.
38. “Personal Information Breach” means the accidental or unlawful destruction, loss, alteration, unauthorized disclosure or exfiltration of, or access to, Personal Information by an unauthorized third party when such Personal Information is in the possession or control of either Party, or of that Party’s vendors and/or subcontractors, in connection with this Agreement and/or any Working Document.
39. “Process” and “Processing” mean any operation or set of operations performed on Personal Information or on sets of Personal Information, whether or not by automated means, such as collection, recording, organization, creating, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
40. “Programmatic Media Campaign” shall mean an advertising campaign whereby ROR causes Final Marketing Creative to be displayed on behalf of Client on third party websites, mobile applications, connected television, radio, applications, and other channels as may be identified in a Working Document. A Programmatic Media Campaign may also include, without limitation, the collection of data from Consumers who interacted with the applicable ads or Client websites or mobile apps, and the Retargeting of additional Final Marketing Creative to such Consumers.
41. “Receiving Party” shall mean a Party receiving Confidential Information from the other Party.
42. “Reporting and Analytics” shall mean any reports, measurements, and/or analysis that ROR agrees to provide to Client pursuant to a Working Document that indicates the performance of a Campaign, business, and/or industry.
43. “Residual Knowledge” means any routines, processes, knowledge and/or any other tools that may be developed, provided or used in connection with the Services and any general skills, ideas, feedback, concepts, know-how and expertise that ROR learns, receives, obtains, uses, develops or creates in rendering Services for Client, insofar as such ideas, concepts and know-how are of generic applicability and are acquired and applied without disclosure of any Confidential Information of Client. For purposes of this Agreement, Residual Knowledge shall also include any new or derivative methodologies, tools, products or services developed and/or implemented by ROR in connection with the Services and/or as a result of providing the Services.
44. “Retargeting” means targeting Consumers with advertisements who have previously interacted with a Client’s Internet-related properties and/or advertisements distributed by Client or on behalf of Client by ROR, including, without limitation, Client’s website and emails.
45. “ROR” is defined above.
46. “ROR Data” means and includes all data that ROR creates or develops, or otherwise uses in connection with the Services, or that ROR provides to Client for Client’s use as a Deliverable in connection with the Services, including, without limitation, Enrichment Data, Custom Media Audiences, Trade Areas, Reporting and Analytics and all information derived from the use of any of the foregoing. Notwithstanding the foregoing, ROR Data shall not include any Client Data included within any Custom Media Audiences and/or Reporting and Analytics.
47. “ROR Tools” means and includes all ROR Data, code, software, software programs, processes, methodologies, algorithms, artificial intelligence, and related know-how and Residual Knowledge developed, created, or used by ROR or its agents or third party licensors in connection with the performance of Services hereunder, including, without limitation, any computer programs, software products, analytics or reporting tools, processing platforms or other tools, any documentation relating thereto or generated therefrom, and any modifications, enhancements, new versions, or derivative works of any of the foregoing, and all trade secrets, copyrights, patents, and other intellectual and proprietary rights therein.
48. “Services” is defined in Section 1 above.
49. “SOW” is defined in Section 1 above.
50. “Statistical Data” means the following types of data with respect to Client that may be aggregated with data regarding or from other clients or third parties and used by ROR for: (i) Reporting and Analytics with respect to a Client’s Campaigns; (ii) other data regarding the performance of a Client’s business; (iii) data regarding the business performance of Client’s industry as a whole; and/or (iv) consumer behavior with respect to Client’s business, Client’s competitors, and/or Client’s industry. Statistical Data does not include Personal Information.
51. “Subprocessor” means any ROR affiliate, vendor, or contractor engaged by ROR for the Processing of Personal Information.
52. “Tracking Technologies” shall mean and include website cookies, pixels, tags, and other software or code meant to track the on-line interactions of users with a Client, including, without limitation, by way of Client’s website, mobile application, and/or emails.
53. “Tracking Technologies Data” shall mean data collected through the use of Tracking Technologies.
54. “Trade Area Creation” shall mean the creation by ROR using ROR Tools of Trade Areas.
55. “Trade Areas” means optimized geographical areas identified by ROR on behalf of a Client for purposes of targeted advertising.
56. “Working Documents” are defined in Section 1.
57. “USPS” shall mean the United States Postal Service.
Payment and Invoicing In consideration for its provision of the Services, Client shall pay ROR as follows:
1. Fees and Costs Client shall pay ROR the Fees as and when provided in the applicable SOW or Insertion Order without any offset. Any and all Fees are non-refundable. Additionally, Client shall reimburse ROR for any Costs and Expenses delineated in an invoice from ROR to Client.
2. Taxes Client shall be responsible for, and agrees to pay, all sales, use, excise, and value-added taxes, or taxes of a similar nature (excluding personal property taxes and taxes based on ROR’s income which shall be borne by ROR), imposed by the United States, any state or local government, or other taxing authority, on all Services provided to Client by ROR. The Parties agree to reasonably cooperate with each other to minimize any applicable sales, use, or similar tax and, in connection therewith, the Parties shall provide each other with any relevant tax information as reasonably requested (including without limitation, resale or exemption certificates, multi-state exemption certificates, information concerning the use of assets, materials and notices of assessments). Client agrees to be responsible for paying any tax, penalty, and interest resulting from Client not timely paying the appropriate taxes for Services provided by ROR.
3. Payment Without limiting any other rights or remedies available to ROR (including, without limitation, under any applicable SOW and/or Insertion Order), in the event that Client fails to pay ROR any amounts due from Client to ROR within thirty (30) days after the date of the applicable invoice, then ROR may suspend its provision of Services to Client until all such past due amounts are paid by Client to ROR.
Service-Specific Terms and Conditions
1. Intake of Client Data Client shall provide ROR access to any Client Data designated by ROR as reasonably necessary in connection with the performance of the Services within the timeframe and by way of the Client Data Source reasonably specified by ROR. Such Client Data may include, without limitation, Personal Information with respect to Consumers held by Client for marketing purposes regarding Client’s actual, past, or potential customers. As of the time of delivery to ROR, Client shall cause any and all Client Data to be as complete, accurate, and current as such data can be, given Client’s customary method of compilation or acquisition of such Client Data.
  1. No Data Regarding Health or Minors Unless expressly provided for in a Working Document, in no event shall Client provide or make available to ROR (and/or provide access to ROR) any information regarding any individual’s specific health condition, medical diagnosis, or any health information or inference that would be considered sensitive and/or protected under any Applicable Laws, and/or any information that would be considered PHI as defined under the Health Insurance Portability and Accountability Act of 1996 or Consumer Health Data under the Washington “My Health My Data” Act. Notwithstanding anything to the contrary in this Agreement, any Working Document, and/or otherwise, in no event shall Client provide to ROR any Personal Information associated with or from or about individuals Client knows or should know are children (children being individuals less than the greater of 16 years of age or the age prescribed by any Applicable Laws), or any information associated with a persistent identifier that: (A) Client knows or should know is directed to children, or (B) any user or audience segments directed at or identifying children.
  2. Client-Side Data Collection Where any SOW provides for the placement of any Tracking Technologies upon Client’s website and/or mobile applications, Client acknowledges that while ROR may suggest or collaborate with Client on locations for the placement of such Tracking Technologies from a marketing perspective, Client is and shall be solely responsible for determining the locations of any such Tracking Technologies and the compliance of such placement with Applicable Laws. Moreover, where requested by ROR, Client agrees to cause the actual placement of such Tracking Technologies. Where the Services include any form of cookie matching, Client acknowledges and agrees that ROR may provide certain Client Data (which may include Personal Information) to a vendor of ROR for the purpose of matching a Custom Media Audience to a cookie.
2. Client-Provided Creative ROR shall have the right, but not the obligation, to review and approve the form of any Client-Provided Creative that is to be used in connection with any Campaign. Client shall be solely responsible for ensuring, and shall ensure, that: (i) any Client-Provided Creative, as the same is to be used in connection with any Campaign, is compliant with Applicable Laws; (ii) any Client-Provided Creative includes any and all required labeling, privacy notices, Exclusion Mechanisms, and any other legal copy as may be required by Applicable Laws (including, without limitation, in relation to any promotion, sweepstakes, and/or other offer); and (iii) to the extent that any Client-Provided Creative includes any third party intellectual property which may be incorporated into therein (including, without limitation, original photography, stock photography, fonts, illustrations, and other copyrightable works), then prior to providing any such Client-Provided Creative to ROR, Client shall have sought and obtained any and all third-party consents, permissions, licenses, and usage rights to allow ROR to make use of the Client-Provided Creative in connection with any Campaign without violating the rights of any third party.
3. Programmatic Media Campaigns/Advertising Choices Icon and Link With respect to any Final Marketing Collateral (whether created by ROR, Client, and/or a third party) to be distributed or otherwise utilized by ROR in connection with a Programmatic Media Campaign, ROR requires the use of the “Ad Choices” icon with linking ability to http://www.youradchoices.com/. Client agrees to include such icon and linking ability in any Client-Provided Creative provided by Client to ROR to be used in a Programmatic Media Campaign, and Client further agrees to ROR’s inclusion of such icon and linking ability in any Final Marketing Creative to be distributed by ROR in connection with any Programmatic Media Campaign.
4. Direct Mail Campaigns ROR’s performance of a Direct Mail Campaign shall include printing, production, and delivery to a certified USPS facility. ROR’s performance of a Direct Mail Campaign shall be deemed complete upon ROR obtaining a statement from the USPS verifying the mailing, a bill of lading, or any other evidence that the order has been completed. ROR does not guarantee the USPS delivery schedule. ROR shall not be liable for late, lost, or misdelivered mail resulting from the actions of third parties (including, without limitation, the USPS). Actual shipping dates shall be subject to Client’s creative signoff of the Final Marketing Creative and audience for the Direct Mail Campaign. Client understands, acknowledges, and agrees that actual mail quantity of any Direct Mail Campaign may vary by +/- 5% due to National Change of Address records, production spoilage, and seeded names.
5. Email Campaigns
  1. Recipients of Emails Where a Working Document provides for ROR to undertake an Email Campaign, ROR will develop a Custom Media Audience for such Email Campaign by, without being all-inclusive, creating a list of prospects based upon criteria set forth in the applicable Working Document, or criteria otherwise reasonably developed by ROR, and match such list to email address files.
  2. Email Campaign Process ROR’s performance of an Email Campaign will include: (a) setting up Final Marketing Creative or Client-Provided Creative (as the case may be) in an email deployment system; (b) the provision of a test email message for Client’s review and approval (which approval Client shall not unreasonably withhold); (c) the incorporation of any reasonable modifications requested by Client to the test message; (d) confirmation that the final Email including the Final Marketing Creative or Client-Provided Creative (as the case may be) includes an “unsubscribe” mechanism; and (e) the distribution of the Emails as provided in the applicable Working Document.
  3. Email Campaign Reporting In addition to any other Reporting and Analytics provided for in a Working Document, the Reporting and Analytics provided by ROR to Client with respect to an Email Campaign will include reporting on the quantity of delivered Emails. ROR’s determination of the quantity of delivered Emails as part of an Email Campaign shall be the sole and definitive tool used by the Parties to measure the number of Emails sent.
  4. Suppression List Prior to the commencement of an Email Campaign, and thereafter on no less than a daily basis, Client shall provide to ROR a list of email addresses that may not (pursuant to Applicable Laws) be included in an Email Campaign associated with Client, including, without limitation, any email addresses that must be excluded due to an Exclusion Mechanism. Without being all-inclusive, Client shall ensure that ROR receives then-current “unsubscribe”, “opt out”, “deletion”, and “do not sell” files relating to any Email Campaign prior to the commencement of any such Email Campaign, and thereafter receives updated files no less frequently than once every twenty-four (24) hours (or any shorter timeframe as may be prescribed by Applicable Laws).
  5. Images ROR does not recommend the use of emailed Final Marketing Creative that is comprised solely or primarily of image files. In the event that Client elects to use this type of Final Marketing Creative or Client-Provided Creative, Client understands and agrees that ROR shall not be responsible for any blocking or other delivery issues with respect to any such Emails, and ROR shall not be required to provide any refund, reperformance, credits, or any other make-good in connection with any such blocking or other delivery issues.
  6. Non-Disclosure of Source Client shall not disclose to any third party that ROR (and/or ROR’s vendors and/or subcontractors) is the source or performer of any Email Campaign unless Client first obtains ROR’s written consent (which ROR may grant or deny in ROR’s absolute sole discretion). This Section 4(e)(vi) shall not prevent Client from: (A) responding to inquiries from individuals who are Email Recipients; or (B) responding to a subpoena or other specific order of a court or regulatory body as required by Applicable Laws. In the latter event, Client will provide at least ten (10) days’ written notice to ROR prior to such disclosure unless prohibited by Applicable Laws.
  7. Client Email Campaign Responsibilities Client shall be solely responsible for: (A) handling all inquiries and complaints of any type from Email Recipients; (B) ensuring compliance with all Applicable Laws related to Exclusion Mechanisms, including, without limitation, those related to acquiring consents to receive Emails and any “unsubscribe” or other opt-out requests related to Emails.
  8. Internet Service Providers Client agrees to follow any email standards and practices that are promulgated by the leading Internet Service Providers. Client acknowledges that failure to follow such practices could lead to Client being ‘blacklisted’ by such Internet Service Providers and/or other leading companies overseeing such email practices. Client further agrees that should any blacklisting of Client occur, ROR may in its absolute sole discretion suspend further Email deployment until such matter is resolved to ROR’s satisfaction. Upon Client’s request, ROR will assist Client, at ROR’s then-current hourly rates, in the correction, resolution and prevention of this type of matter. Blacklisting typically occurs due to the particular content or email list practices used by a client. The result of an Internet Service Provider blacklisting Client could impact ROR’s delivery of email for other clients and, therefore, Client agrees to temporary suspension of Email Campaigns while the matter is resolved as provided herein.
  9. Email Tracking Technologies Client acknowledges that the Emails may include one or more Tracking Technologies that may enable ROR to collect a user’s interactions with the Email and certain other Tracking Technologies Data. Client shall (prior to the implementation of the applicable Email Campaign) confirm the placement and use of the Tracking Technology(ies), and the collection of any resulting Tracking Technologies Data, is compliant with Applicable Laws.
6. Retargeting
  1. Email Retargeting Where a Working Document provides for an Email Campaign to include any Retargeting effort, Client acknowledges and agrees that the Emails will include a Tracking Technology (subject and according to Section 4(e)(ix) above) such that when the Email is opened, a web request is made to ROR or ROR’s vendor.
  2. Site Retargeting Where a Working Document provides for website Retargeting, Client acknowledges and agrees that a Tracking Technology will be placed on its website(s) consistent with the manner provided for in Section 4(a)(ii) above.
7. Enrichment Data If and to the extent that any Enrichment Data is used in connection with any Services, then the terms of Exhibit B shall apply.
Confidentiality
1. Confidential Information In connection with the Services, a Disclosing Party may disclose to the Receiving Party Confidential Information. The Receiving Party shall not disclose or otherwise allow access to Confidential Information by any third party, provided that ROR may disclose or otherwise allow access to Client’s Confidential Information as reasonably required or appropriate for ROR to perform its obligations and/or exercise its rights under this Agreement and/or any Working Document. The terms and conditions of any Working Documents will be considered Confidential Information of ROR. Expiration or termination of this MSA will not relieve the Receiving Party of its obligations with respect to Confidential Information.
2. Return or Destruction Upon the request of the Disclosing Party, Receiving Party shall promptly return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party that is in its possession, provided that the Receiving Party may retain archived versions of such Confidential Information as required or contemplated by the Receiving Party’s data and document retention policies, further provided that any such retained versions of Confidential Information shall remain subject to Section 5(a) above.
3. Safeguards The Receiving Party shall ensure that reasonable safeguards are in place designed to prevent unauthorized access to the Disclosing Party’s Confidential Information while such Confidential Information is in the possession or control of the Receiving Party. Such reasonable safeguards shall be at least equivalent to the greater of those: (a) required by Applicable Laws; (b) used by the Receiving Party with respect to its own information of a similar nature; or (c) a reasonable standard of care.
Proprietary Rights
1. Confidential Information As between ROR and Client:
  1. Client shall own and retain any and all rights, title and/or interest in and to any and all Confidential Information of Client provided by Client to ROR;
  2. ROR shall own and retain any and all rights, title and/or interest in and to any and all Confidential Information of ROR provided by ROR to Client.
  Neither Party shall use the Confidential Information of the other Party except as expressly provided for in this MSA and/or a Working Document.
2. Existing Intellectual Property As between ROR and Client:
  1. Client shall own and retain any and all rights, title and/or interest in and to any and all logos, trademarks, trade names, copyrights, patents, and/or any other intellectual property of Client created prior to the Parties entering into this MSA;
  2. ROR shall own and retain any and all rights, title and/or interest in and to any and all logos, trademarks, trade names, copyrights, patents, and/or any other intellectual property of ROR created prior to the Parties entering into this MSA.
3. Client Data Except as otherwise expressly provided in this MSA and/or any Working Document, as between ROR and Client, Client shall own and retain any and all rights, title and/or interest in and to the Client Data. Notwithstanding the preceding sentence, ROR shall have the irrevocable, transferable, sublicensable right and license (and the right to sublicense to ROR’s contractors and vendors the right and license) to use any and all Client Data:
  1. for so long as this Agreement remains in effect, as contemplated by this MSA and/or any Working Document including, without limitation, in connection with the performance of any Services and/or otherwise in connection with the development or use of any Custom Media Audiences; and
  2. in perpetuity as part of any Statistical Data.
  ROR agrees to cause any aggregated Statistical Data to be deidentified with respect to Client such that no recipient of Statistical Data will be able to access or identify any individual data points of Client or any other client of ROR.
4. Appended Client Data As between ROR and Client:
  1. ROR shall own and retain any and all rights, title, and interest in and to any ROR Tools and ROR Data used to create Appended Client Data; and
  2. Client shall own and retain any and all rights, title, and interest in and to the underlying Client Data used to create Appended Client Data.
  Notwithstanding item (ii) in the preceding sentence, in no event shall Client use or allow access to any Appended Client Data except as expressly permitted by a Working Document.
5. Custom Media Audiences As between ROR and Client:
  1. ROR shall own and retain any and all rights, title, and interest in and to any ROR Tools and ROR Data used to create Custom Media Audiences; provided that
  2. Client shall own and retain any and all rights, title and interest in and to any underlying Client Data used to create Custom Media Audiences.
  In no event shall Client use or allow access to any Custom Media Audiences except as expressly permitted by a Working Document. Client further understands that Client shall not, unless expressly provided otherwise in a SOW or MSA, have access to any Custom Media Audiences. Where a Working Document provides for Client to have access to any Custom Media Audience, Client’s right to access and use such Custom Media Audience shall be limited solely to that use expressly provided for in the applicable Working Document, and such right of access or use shall automatically terminate upon the earlier of: (A) the expiration of the applicable Working Document; or (B) written notice from ROR to Client. Otherwise, all Custom Media Audiences shall be used exclusively by ROR and/or its vendors and/or subcontractors in order to execute Services.
6. Trade Areas As between ROR and Client:
  1. ROR shall own and retain any and all rights, title, and interest in and to any ROR Tools and ROR Data used to create Trade Areas; and
  2. the Trade Areas.
  In no event shall Client use or allow access to any Trade Areas except as expressly permitted by a Working Document. Client further understands that Client shall not, unless expressly provided otherwise in a SOW or MSA, have access to any Trade Areas. Where a Working Document provides for Client to have access to any Trade Areas, Client’s right to access and use such Trade Areas shall be limited solely to that use expressly provided for in the applicable Working Document, and such right of access or use shall automatically terminate upon the earlier of: (A) the expiration of the applicable Working Document; or (B) written notice from ROR to Client. Otherwise, all Trade Areas shall be used exclusively by ROR and/or its vendors and/or subcontractors in order to execute Services.
7. Client-Provided Creative Except as otherwise expressly provided in this MSA and/or any Working Document, as between ROR and Client, Client shall own and retain any and all rights, title, and interest in and to any Client-Provided Creative. Notwithstanding the preceding sentence, ROR shall have the right and irrevocable, transferable, sublicensable (to ROR’s subcontractors and vendors) license for so long as this Agreement remains in effect to use any and all Client-Provided Creative as contemplated by this MSA and/or any Working Document including, without limitation, in connection with the performance of any Services.
8. ROR Data and ROR Tools Except as otherwise expressly provided in this MSA and/or any Working Document, as between ROR and Client, ROR shall own and retain any and all rights, title and/or interest in and to the ROR Data and the ROR Tools.
9. Final Marketing Creative Except as otherwise expressly provided in this MSA and/or any Working Document, and subject to Client having paid ROR any and all Fees and other amounts owed to ROR, as between ROR and Client, Client shall own and retain any and all rights, title and/or interest in and to any and all Final Marketing Creative. Notwithstanding the preceding sentence, ROR shall have the perpetual, irrevocable, transferable, sublicensable right and license to use any Final Marketing Creative in connection with ROR’s marketing activities on its own behalf.
10. Preliminary Marketing Creative Except as otherwise expressly provided in this MSA and/or any Working Document, as between ROR and Client, ROR shall own and retain any and all rights, title and/or interest in and to any Marketing Creative that is not Final Marketing Creative. Any Marketing Creative that is not Final Marketing Creative shall be Confidential Information of ROR.
11. Client License to Use ROR Tools and Deliverables ROR hereby grants to Client a non-exclusive, non-transferable and revocable license and right to use the ROR Tools and/or ROR Data, but only to the extent the same are incorporated within any Deliverables (excluding Final Marketing Creative to the extent it is owned by Client as provided in Section 6(i) above), and only to the extent such use is expressly provided for in a Working Document. Client shall not use any such ROR Tools, ROR Data and/or Deliverables (excluding Final Marketing Creative that is owned by Client as provided in Section 6(i) above) except as expressly permitted by this MSA and/or any Working Document.
12. Client’s License to Use Licensed Creative ROR will inform Client of any restrictions on the use of any Licensed Creative Materials incorporated by ROR into any Final Marketing Creative in writing and in advance of any such use. Specifically, for stock photography, Client shall have the non-exclusive, non-transferable right to use and display the stock photography, graphics, or images, licensed for or on Client’s behalf that are incorporated by ROR in the Final Marketing Creative only for the contemplated use permitted by such license.
13. Other Limitations Client acknowledges that, except to the extent expressly stated herein and/or in a Working Document, Client obtains no license, usage, or other rights with respect to any intellectual property. Each Party’s rights to any materials described in this Section 6 shall be further subject to the ownership and other rights of any applicable third party; provided, however, that each Party shall use reasonable efforts to obtain any licenses or other permissions to allow the other Party to make use of any such materials as expressly provided for in this Agreement and/or any Working Document.
14. Residual Knowledge As between Client and ROR, ROR shall exclusively own and otherwise have the exclusive right to retain and use any Residual Knowledge for any purpose, as determined in ROR’s absolute sole discretion.
Certain Media Purchases To the extent that any Working Document contemplates ROR purchasing media placement and/or any other services and/or products from a third-party on behalf of Client, Client hereby authorizes ROR to act as Client’s agent for such purpose (and/or to assign all or part of such limited agency authority to ROR’s third-party suppliers). To the extent that ROR enters into any contracts on behalf of Client consistent with this Section 7, Client shall be solely responsible for payment of any amounts required by such contracts; ROR shall be responsible for any such payments only to the extent that Client has paid ROR such amounts and there are no other outstanding amounts owed by Client to ROR.
Additional Obligations of Client
1. Industry Specific Requirements and Legal Approval Client agrees to notify ROR in writing and in advance of ROR’s performance of any applicable Services, of any industry-specific or Applicable Laws-related requirements or prohibitions applicable to the performance of such Services on behalf of Client.
2. Compliance With Applicable Laws Client shall be solely responsible for: (i) prior to ROR undertaking the Services (including, without limitation, the placement of any Tracking Technologies and/or the provision of Client Data to ROR) and/or the use of any Final Marketing Creative and/or any other Deliverables, reviewing the same (and any proposed use thereof) for compliance with Applicable Laws and any privacy policies and practices of Client; (ii) causing Client’s use of the Services (including, without limitation, any Deliverables) to be compliant with Applicable Laws; (iii) prior to providing ROR with any Client Data, any Client-Provided Creative, and/or any other data or materials, obtaining and maintaining any permissions and consents from any applicable third parties (including, without limitation, Consumers with respect to their Personal Information) to allow ROR to make use of the same consistent with Applicable Laws in connection with the provision of the Services; and (iv) to establish, keep and maintain (and, where required by Applicable Laws or otherwise appropriate, provide to ROR) any Exclusion Mechanisms and a privacy policy (and any other notices to Consumers) required by and compliant with any and all Applicable Laws. Notwithstanding anything to the contrary in this Agreement and/or any Working Document, and without limiting Client’s obligations above in this Section 8(b) or elsewhere in this Agreement, in no event shall ROR be required to perform any Services (or any aspect of any Services) that ROR deems, in its absolute sole discretion, to be in violation of Applicable Laws or otherwise inappropriate and/or obscene. ROR shall have the right, in order to comply with Applicable Laws, to suspend or terminate all or any portion of any Services at any time without liability to Client except for a refund or credit of amounts previously paid for Services that have not yet been fulfilled, provided that ROR shall notify Client in writing promptly upon its decision to terminate such Services. Subject to the remainder of this Section 8(b), ROR shall, in connection with its exercise of rights and/or performance of obligations under this Agreement and any Working Documents, comply with all Applicable Laws.
3. Client's Privacy Policy and Tracking Technologies. Without limiting Client’s other obligations under this Agreement and Applicable Laws with respect to Client’s privacy policy and practices, Client shall cause its privacy policy to be prominently posted on its website, and to provide notice of: (i) the manner in which Client Data is provided and used in connection with the Services; (ii) the Tracking Technologies then being used by Client (including, without limitation, any Tracking Technologies then being used by ROR on Client’s behalf or otherwise in connection with the Services) including, without limitation, that Client uses Consumer data to perform matching with certain Tracking Technologies in order to provide targeted online display advertising and/or email or website retargeting; and (iii) a legally-sufficient (according to Applicable Laws) way for Consumers to utilize Exclusion Mechanisms to allow them to opt out of the use, sharing, or sale of their data in connection with the Services.
4. Client Delays To the extent that any delay in Client’s performance of its obligations under this Agreement and/or any Working Document (including, without limitation, any failure by Client to complete a review and/or provide an approval of any portion of the Services within any timeframe specified in this Agreement and/or any Working Document) causes ROR to incur additional costs (including, without limitation, ROR’s internal labor costs) or otherwise prevents ROR from performing any Campaign in the timeframe specified in a Working Document, then Client understands, acknowledges, and agrees that ROR may charge Client (and Client shall pay): (i) such additional costs (including, without limitation, ROR’s then-current retail hourly rates with respect to ROR’s internal labor); and (ii) any Fee amounts ROR would have otherwise been able to charge and collect from Client if ROR were able to perform the applicable Campaign in the timeframe specified in a Working Document but for Client’s delay.
5. Performer and Union Contract Obligations Client shall inform ROR if it is a signatory to any performer’s union (SAG-AFTRA, AFM etc.) agreement that covers the production of advertising materials. If Client is a signatory, Client shall retain sole and full responsibility for adherence to the terms, provisions and payment obligations under such agreements. Client shall be responsible for claims asserted by the union or the union’s pension and health funds for non-payment or underpayment of fees due performers in connection with the production and/or use of any materials produced or used by ROR on Client’s behalf regardless of whether such claims arise or are asserted during or after the term of any applicable Working Document.
Representations and Warranties; Disclaimers
1. Mutual Each Party represents and warrants to the other that it is duly authorized by its bylaws or other organizational documents to enter into this MSA and any Working Document.
2. ROR Warranty ROR warrants and represents to Client that the Services will be performed by personnel possessing the requisite skills and appropriate experience and in a professional and workmanlike manner.
3. Client Representations and Warranties With respect to any Client Data, Client represents and warrants to ROR that it has the legal right to provide and use all such information or content for the purposes contemplated by the applicable Working Document, and Client further represents and warrants to ROR that Client has obtained all applicable third-party consents or authorizations for such provision and/or use, if any. Client represents and warrants to ROR that Client shall not request ROR to receive, store, use, or disclose any Client Data in a manner that would violate Client’s privacy policy, any Applicable Laws, or any agreement to which Client is bound. Client represents and warrants to ROR that Client shall not use any ROR Data in connection with any government-run program, including, but not limited to, Medicare and/or Medicaid.
4. No Other Warranties by ROR OTHER THAN THE WARRANTY EXPRESSLY MADE IN SECTION 9(b) ABOVE, ROR MAKES NO WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED OR ARISING OUT OF CUSTOM OR TRADE USAGE, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES, THE ROR TOOLS, THE ROR DATA, AND/OR OTHERWISE WITH RESPECT TO ROR’S PERFORMANCE UNDER THIS AGREEMENT AND/OR ANY WORKING DOCUMENT. ROR WILL NOT BE DEEMED TO BE IN BREACH OF ANY REPRESENTATION OR WARRANTY TO THE EXTENT THAT SUCH BREACH RESULTS FROM THE ACT OR OMISSION OF CLIENT AND/OR A THIRD PARTY. WITHOUT BEING ALL-INCLUSIVE, ROR PROVIDES NO WARRANTY REGARDING: (a) PATENT INFRINGEMENT FOR ANY SERVICES AND/OR DELIVERABLES PROVIDED BY ROR; (b) ANY INFRINGEMENT RELATED TO PATENTS OWNED BY A NON-PRACTICING ENTITY (AS COMMONLY UNDERSTOOD IN THE INDUSTRY); AND/OR (c) WITH RESPECT TO ANY LOSS OF, OR UNAUTHORIZED ACCESS TO, ANY CLIENT DATA.
Privacy Requirements
1. Obligations of Parties under Privacy Laws For purposes of any Applicable Privacy Laws that draw a distinction between data “controllers” and data “processors,” Client is the controller and ROR is the processor of the Client Data. For purposes of the CCPA, Client is the “business” and ROR is the “service provider.”
2. Certain Client Instructions ROR agrees to adhere to the reasonable instructions of Client regarding complying with the security of Processing Personal Information and to the notification of a breach of security of any ROR systems, taking into account the nature of the Processing and the information available, provided that, with respect to any such instructions, ROR agrees that adherence is necessary in order to achieve compliance with Applicable Laws.
3. Privacy Notices Without limiting Client’s obligations under Section 8 above, Client shall ensure that it describes the manner in which data is being shared and used in a legally sufficient manner (i.e., in accordance with Applicable Laws) in a privacy policy; and Client shall further ensure that any additional website disclosures, Exclusion Mechanism implementations and website footer links (such as, for example, those required under California or Colorado privacy laws) have been made, posted and made operational, prior to Client providing or making available any Client Data to ROR for purposes contemplated herein.
4. Not Legal Advice ROR may provide recommended website or privacy policy language to Client. Client acknowledges and agrees that, notwithstanding any such recommendations, it shall not rely on ROR for or in lieu of legal advice. Client is solely responsible for seeking its own legal advice as to Applicable Laws.
5. Applicability This Section 10 shall not apply to any Advertising Network & Data Contribution Agreement and shall be considered stricken therefrom.
Damage Exclusion; Liability Limit
1. Exclusion of Certain Damages ROR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY TYPE, INCLUDING BUT NOT LIMITED TO LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS MSA, ANY WORKING DOCUMENT, AND/OR THE SERVICES, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF CLIENT ASSERTS OR ESTABLISHES A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THIS MSA OR ANY WORKING DOCUMENT.
2. Limitation of Liability CLIENT AGREES THAT ROR’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES ARISING OUT OF THE SERVICES OR OTHERWISE IN CONNECTION WITH THIS MSA AND/OR ANY WORKING DOCUMENT WILL IN NO EVENT EXCEED THE LESSER OF: (i) THE AGGREGATE AMOUNT OF FEES PAID TO ROR BY CLIENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING SUCH CLAIM, EXCLUDING ANY AMOUNTS PAID ON A PASS-THROUGH BASIS (E.G., FEES RELATED TO THE PURCHASE OF ADVERTISING IN CONNECTION WITH A PROGRAMMATIC MEDIA CAMPAIGN THAT ARE ULTIMATELY OWED TO THE PROVIDER OF THE APPLICABLE ADVERTISING); OR (ii) $50,000.
Indemnification
1. Infringement Indemnity Each Party shall indemnify, defend (at its sole cost and expense), and hold harmless the other Party, its affiliates, and its and their employees, principals (shareholders or holders of an ownership interest, as the case may be), officers, directors, and agents from and against any claims, losses, damages, costs, expenses (including court costs and reasonable attorneys’ fees), judgments, assessments, fines, and other liabilities (collectively, “Claims”) arising out of or resulting from any third party claim that any materials or information provided by such Party in connection with the Services (“Materials”) misappropriate or infringe any patent (except as specified in this provision), trademark, copyright, right of publicity, trade secret, or other similar right of any person or entity (an “Infringement Claim”). For clarity, ROR’s Materials include, without limitation, the ROR Data, Services, and ROR Tools, and Client’s Materials include, without limitation, the Client Data, Client-Provided Creative, and any documents, data, or other content or materials provided by or on behalf of Client. Notwithstanding the foregoing, a Party shall have no liability for Materials under this Section 12(a) to the extent an Infringement Claim is based upon:
  1. the other Party’s combination of any Materials with any products, services, hardware, software, data or other materials other than those specified in this Agreement and/or any applicable Working Document;
  2. the use of the Materials other than in accordance with this Agreement and/or any applicable Working Document;
  3. any patent infringement arising out of any Deliverables provided by ROR including, without limitation, any Marketing Creative; and/or
  4. any patent infringement related to patents owned by a non-practicing entity (as commonly understood in the industry).
  In the event that an injunction is obtained against Client’s use of Materials provided by ROR by reason of infringement or an Infringement Claim is sustained in a final judgment, or in the event ROR reasonably believes that use of ROR-provided Materials by Client may be found to infringe or constitute a misappropriation or be enjoined, then ROR shall, at its option and expense:
  1. procure for Client the right to lawfully continue using the Materials;
  2. replace or modify the Materials so that they become non-infringing (such modifications or replacement shall be functionally equivalent to the original and meet all applicable specifications) and make any modifications to any Deliverables, Services, ROR Tools, or ROR Data necessitated by such replacement or modification; or
  3. terminate the applicable Working Document by providing written notice to the other Party.
  If ROR terminates a Working Document pursuant to the foregoing clause, ROR shall refund any prepaid amounts not yet earned under the applicable Working Document. Client agrees that ROR’s sole and entire liability and obligations, and Client’s sole and exclusive remedies, with respect to an Infringement Claim shall be ROR’s indemnity and other obligations under this Section 12(a).
2. General Indemnity Client shall indemnify, defend, and hold harmless ROR, its affiliates, and its and their employees, principals (shareholders or holders of an ownership interest, as the case may be), officers, directors, and agents from and against any Claims arising out of or resulting from:
  1. bodily injury or death of any person or damage to real and tangible personal property to the extent caused by the negligence or willful misconduct of the Client, its personnel or agents;
  2. any third party claims or suits resulting from Client’s actual or alleged breach of its obligations, representations and/or warranties set forth in this MSA and/or a Working Document (except for third party Infringement Claims, which are covered in Section 12(a) above);
  3. use of the Services or any output of the Services other than as expressly authorized in this MSA or a Working Document; and/or
  4. any instructions from Client (or any affiliate, vendor or contractor of Client) to ROR regarding any Services; or
  5. any use by Client of any Materials produced by ROR that are proposed but which ROR does not take beyond the “concept stage.”
3. Procedures The Party seeking indemnification under this Section 12 shall promptly notify the other in writing of a Claim and provide reasonable cooperation (at the indemnifying Party’s expense) and grant the indemnifying Party the sole and full authority to defend the Claim; provided, however, the indemnified Party may participate in the defense of such Claim at its expense. The indemnifying Party shall have no obligation to indemnify the indemnified Party under any settlement made without the indemnifying Party’s written consent (which shall not be unreasonably withheld). The indemnifying Party shall not settle any claim or suit under this Section 12 on the indemnified Party’s behalf without first obtaining the indemnified Party’s written permission (which shall not be unreasonably withheld). Each Party shall promptly communicate to the other any offer received by or proposed to be made in settlement of any claim or suit that is subject to indemnification under this Section 12, and each Party shall promptly and reasonably consider any such settlement offer or proposal that the other Party desires to accept or make.
Term and Termination
1. Term of MSA This MSA will be effective between the Parties upon Client’s (and, where applicable, ROR’s) execution of a Working Document, and will remain effective until terminated in accordance with this Section 13(a). This MSA shall terminate at any time where there is then no Working Document in effect between the Parties, and there has been no Working Document in effect for the preceding one hundred eighty (180) days.
2. Termination of SOWs or Insertion Orders In the event a Party breaches any of the material provisions contained in this MSA and/or any Working Document, the non-breaching Party may terminate any applicable Working Document or all of this MSA and all Working Documents by providing thirty (30) days’ prior written notice to the breaching Party, which notice will set forth a description of the breach. If the breach is cured within the above-mentioned thirty (30)-day period, the applicable termination notice shall be deemed null and of no effect, and this MSA and any Working Documents shall continue pursuant to their terms.
  
  In the event that:
  1. a Party ceases conducting business in the normal course;
  2. a Party becomes insolvent;
  3. a Party admits in writing its inability to meet its debts generally as they become due;
  4. a Party makes a general assignment for the benefit of creditors;
  5. a Party suffers or permits the appointment of a receiver, trustee, liquidator, or conservator for its business or assets;
  6. a Party avails itself of, or becomes subject to, any proceeding under the Federal Bankruptcy Act or any other statute of any state relating to insolvency or the protection of rights of creditors; or
  7. proceedings are commenced for the dissolution, winding-up, or liquidation of a Party,
  then, at the option of the other Party, this Agreement and/or all applicable Working Documents will terminate immediately.
  
  Any other right to terminate a Working Document prior to the expiration of its term may be addressed only in the applicable Working Document.
3. Effect of Termination In the event of a termination of a Working Document:
  1. Client will pay ROR the full amount of the final ROR invoice under such Working Document within 15 days after receipt (payment of this final invoice will not bar any remedy, legal or equitable, otherwise available to ROR);
  2. Client will direct ROR in writing as to whether ROR shall (a) delete all Client Data maintained in any ROR Tools system hosted or controlled by ROR, or (b) return all such Client Data to Client, either of which ROR shall complete within sixty (60) days after receipt of Client’s direction. In addition, within thirty (30) days after such termination each Party will delete all other Confidential Information of the other Party, provided that the Receiving Party may retain, but not use, archived versions of such Confidential Information as required by Receiving Party’s data and document retention policies or as otherwise required by Applicable Laws; and
  3. all obligations of the Parties hereunder will cease, except such obligations that survive termination hereunder pursuant to Section 14.
Survival Notwithstanding anything to the contrary elsewhere in this MSA or otherwise, the following provisions shall survive any expiration or termination of this MSA: Sections 2, 3, 5, 6, 11, 12, 13(c), 14, 15, 19, 20.
Notices Any notices required or permitted pursuant to this MSA shall be in writing and deemed to have been sufficiently given or served for all purposes when presented personally or sent by overnight courier or registered mail to the signatories herein at their respective addresses set forth in the then-most recent SOW between the Parties. Notices for ROR shall also be sent to: Attn: General Counsel, 6543 S. Las Vegas Blvd., 2nd Floor, Las Vegas, NV 89119, with a copy to legal@rorpartners.com. Notices for Client shall be sent to the address specified in a Working Document.
Force Majeure Neither Party shall be liable to the other in connection with any failure or delay in performance of this MSA and/or any Working Document if such failure or delay arises out of causes beyond the control and without the fault of such Party (a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the disabled Party will promptly and in writing advise the other Party if it is unable to perform due to such Force Majeure Event, the expected duration of such inability to perform, and of any developments (or changes therein) that appear likely to affect the ability of the disabled Party to perform any of its obligations in whole or in part. Notwithstanding the foregoing, in no event shall any payment obligation of Client be delayed or excused as a result of this Section 16.
Subcontractors ROR shall have the right to utilize subcontractors and/or vendors to exercise its rights and/or fulfill its obligations in this MSA and/or any Working Document, provided that ROR shall remain fully liable for its performance of its obligations. Client further acknowledges that portions of the Services may be performed by ROR’s affiliate, ActivImpact, LLC. Client shall be solely responsible for, and ROR shall not be obligated to enter into any contractual relationship with, a subcontractor or other third-party provider at the direction of Client or any of Client’s customers. Client will be solely responsible for all contractual relationships with its actual or potential customers, retailers and/or its retailer-mandated service providers. If Client’s third-party provider fails to perform, Client should look solely to the third party, not ROR, unless ROR’s negligence is solely responsible for the failure.
Modifications to MSA and Services Notwithstanding anything to the contrary in this MSA, any Working Document, or otherwise, ROR shall have the right to modify this MSA form with or without notice to any Client. Any Working Document between Client and ROR, whether executed before or after any modifications to this MSA form, shall be deemed subject to this MSA, as so amended. Any modifications to this MSA will be posted by ROR as a revised version of this MSA on ROR’s website. Moreover, notwithstanding anything to the contrary in this MSA, any Working Document, or otherwise, ROR shall have the right, with or without notice to any Client, to reasonably modify any Services. Such reasonable modifications may include, without limitation: (a) modifications to improve the efficiency of the Services; (b) modifications to cause the Services to be compliant with Applicable Laws; and/or (c) modifications to improve the utility of the Services to any client.
Non-Interference with Employees Client acknowledges that ROR’s continuing relationship with its employees is an essential part of its business. Accordingly, for the duration of this Agreement, plus twelve (12) months thereafter, unless it has received ROR’s prior written consent, Client agrees not to solicit for employment or to hire, or to enter into any consultancy or similar agreement with any person who was an employee of ROR and/or any affiliate of ROR during the Term of this Agreement.
Miscellaneous The section headings to this MSA do not form a part of it and will not affect or limit the meaning of the sections. Client will, if asked by ROR, reasonably consider participating in a written press release with ROR regarding the Services provided to be provided by ROR. No waiver by either Party of any default hereunder by the other will operate as a waiver of any other default or of a similar default on a future occasion. No waiver of any term or condition hereof by either Party will be effective unless the same is in writing and signed by the Party making such waiver. In the event that any provision of this MSA (other than a provision which goes to the essence of the consideration for this MSA) is declared invalid, unenforceable, or void, to any extent, by a court of competent jurisdiction, such provision shall be deemed deleted from this MSA and the remainder of this MSA and the application thereof will not be affected thereby, but rather will be enforced to the greatest extent permitted by Applicable Laws. ROR is an independent contractor of Client, and nothing herein will be construed as creating a joint venture, partnership, or similar relationship between ROR and Client. This MSA and all Working Documents shall be governed by and will be construed in accordance with the laws of the State of Nevada, without application of its choice of law provisions. All disputes arising out of or relating to the Agreement and/or any Working Document will be brought, heard, and determined exclusively in the Federal District Court in the Southern District of Nevada or any state court within Clark County, Nevada. Both Parties consent to personal and subject matter jurisdiction and venue in such courts and waive and relinquish any right to assert that any action instituted by the other in any such court is in the improper venue or should be transferred to a more convenient forum. The Parties acknowledge that all orders issued by the forum court, including injunctions and other decrees will be binding and enforceable in all jurisdictions and countries. Except as provided in Section 18 above, this MSA may not be modified except as mutually agreed to in writing, signed by an authorized representative of each Party. This MSA, together with any Working Documents, supersedes all prior agreements, communications, representations, and understandings, either oral or written, between ROR and Client with respect to the subject matter contained herein. All terms and conditions on any Client-issued purchase order, order acknowledgment, or other document in connection with this MSA will be deemed deleted and of no force or effect. Either Party shall have the right to assign all rights and liabilities hereunder without the other Party’s consent to any person or entity that (a) acquires all or substantially all of its operating assets, or (b) results from a merger or reorganization pursuant to any plan of merger or reorganization, provided however, that any such assignment will give the non-assigning Party a right to terminate this MSA upon thirty (30) days’ prior written notice should the assigning Party make such assignment to a competitor of the non-assigning Party. Further, ROR may assign this MSA to an affiliate without the consent of Client. Any other assignments by either Party, in whole or part, shall require the prior written consent of the other Party, without which such assignments are null and void. This MSA is binding upon and inures to the benefit of the Parties hereto and their respective successors and permitted assigns.

Exhibit A

Data Protection Addendum

This Data Protection Addendum (“DPA”) forms a part of the attached Master Services Agreement (“MSA”) between ROR and Client. Capitalized terms used but not defined in this DPA shall have the meaning afforded them in the MSA. This DPA shall not apply to any Advertising Network & Data Contribution Agreement and shall be considered stricken therefrom.

Scope

This DPA applies only to Client Data.
ROR will retain, use, disclose, and otherwise Process Client Data only as permitted by the MSA, unless obligated to do otherwise by Applicable Privacy Laws. In such case, ROR will inform Client of that legal requirement before the Processing unless legally prohibited from doing so. Without limiting the foregoing:
1. ROR will not retain, use, disclose, or otherwise Process Client Data in a manner inconsistent with ROR’s role as Client’s “service provider,” as such term is defined in the CCPA (regardless of whether the CCPA applies) or as Client’s “processor” under any other Applicable Privacy Laws (regardless of whether they apply);
2. ROR will not retain, use, or disclose Client Data outside of the direct business relationship between Client and ROR;
3. ROR will not “sell” Client Data, as such term is defined in the Applicable Privacy Laws (regardless of whether any of those laws applies), except as directed by Client;
4. ROR will not “share” Client Data as such term is defined in the CCPA except as directed by Client;
5. ROR will not combine Client Data with Personal Information ROR receives from or on behalf of another person or persons, or that ROR collects from its own interactions with a consumer (provided that, unless an exception applies, ROR may combine any such Personal Information to perform any “business purpose,” as defined in the CCPA);
6. ROR will provide the same level of protection for the Client Data subject to the CCPA as is required under the CCPA;
7. ROR will notify Client as soon as legally permissible if ROR determines that ROR can no longer meet its obligations under Applicable Privacy Laws; and
8. Client has the right to take reasonable and appropriate steps to stop and remediate unauthorized use of Client Data.
Client shall not instruct ROR to Process Client Data in violation of Applicable Laws.
The MSA, any Working Document, this DPA, and any other writing executed by the Parties, along with Client’s configuration of any settings or options in the Services (as Client may be able to modify from time to time), constitute Client’s complete and final instructions to ROR regarding the Processing of Personal Data.

Subprocessors

ROR shall have the right to utilize Subprocessors (including, without limitation, ROR’s affiliate ActivImpact, LLC (“ActivImpact”)) to fulfill its obligations in the MSA and/or any Working Document, provided that ROR shall remain fully liable for its performance of its obligations. Client shall have the right, where provided by Applicable Laws, to reasonably object to ROR’s use of any particular Subprocessor by providing written notice of such objection to ROR within ten (10) days after an “Update” (as defined in Section 7 below), provided that Client understands that ROR’s inability to use any such Subprocessor may require ROR to modify or reduce the Services; to the extent that any such modification and/or reduction causes ROR to incur any additional costs and/or losses, Client agrees to reimburse ROR for any such additional costs and/or losses upon ROR’s demand. Prior to a Subprocessor’s Processing of Client Data, ROR will impose contractual obligations on the Subprocessor that comply with Applicable Privacy Laws. Subprocessors’ security obligations will be deemed substantially the same if they provide a commercially reasonable level of security.
ROR’s then-current Subprocessors are listed at www.rorpartners.com/subprocessors (the “Subprocessor List”). When any new Subprocessor is engaged, ROR will make an updated Subprocessor List available at least 30 days before the new Subprocessor Processes any Client Data by posting an update there and on the same day sending an email to the email address listed for notices in the Agreement, if any (the “Update”).

Security

ROR will reasonably assist Client in Client’s compliance with security obligations under Applicable Privacy Laws, as relevant to ROR’s role in Processing the Client Data, taking into account the nature of Processing and the information available to ROR, by implementing technical and organizational measures that comply with Schedule 1 to this DPA without prejudice to ROR’s right to make future replacements or updates to the measures that do not lower the level of protection of Client Data.
ROR will ensure that the ROR personnel it authorizes to Process the Client Data are subject to an appropriate written confidentiality agreement covering such data.

Personal Information Breach Notification

Where Client Data is involved, ROR will comply with any Personal Information Breach Notification-related obligations applicable to ROR under Applicable Privacy Laws. Taking into account the nature of Processing and the information available to ROR, ROR will assist Client in complying with those Personal Information Breach Notification-related obligations applicable to Client Data by informing Client of a confirmed Personal Information Breach without undue delay, and in no case more than 48 hours after becoming aware of it. To the extent available, this notification will include ROR’s then-current assessment of the following, which may be based on incomplete information:
1. The nature of the Client Data-related Personal Information Breach, including, where possible, the categories and approximate number of Client Data records concerned;
2. The identity of any third parties in possession of any acquired Client Data (if known); and
3. Measures taken or proposed to be taken by ROR to address the Personal Information Breach, including, where applicable, measures to mitigate its possible adverse effects.
Nothing shall be construed to require ROR to violate, or delay compliance with, any legal obligation it may have with respect to a Personal Information Breach or other security incidents generally.

Assistance Responding to Consumers

Taking into account the nature of the Processing, ROR will provide reasonable Assistance Responding to Consumers for the fulfillment of Client’s obligation to honor requests by individuals to exercise their rights under Applicable Privacy Laws (such as rights to access their Personal Information) and will promptly notify Client of any such requests or Personal Information-related complaints from an individual that ROR receives, where ROR determines such request relates to information provided by Client. ROR will in any event provide this notification within two (2) business days when ROR receives the request or complaint through the contact information listed in ROR’s then-posted online privacy policy.

Assistance with Data Protection Assessments

ROR shall allow and otherwise reasonably cooperate with any data privacy Assistance with Data Protection Assessments (for purposes of compliance with Applicable Privacy Laws) undertaken by Client or by Client’s designated assessor (or, alternatively, ROR may arrange for a qualified independent assessor to conduct an assessment) of ROR’s Processing policies and technical and organizational measures in support of ROR’s data privacy obligations under Applicable Privacy Laws as they pertain to the Services, provided that any such assessment shall utilize appropriate and accepted control standards or framework and procedures. ROR agrees to provide Client a report of any such assessment upon Client’s written request (subject to reasonable redactions or confidentiality restrictions as necessary to protect confidential or proprietary information of ROR and its other clients).

Audits

ROR will make available to Client information reasonably necessary to demonstrate compliance with this DPA, and allow for and contribute to Audits of its records (subject to reasonable redactions for purposes of confidentiality), including inspections, conducted by Client or an independent auditor at its own expense.

Schedule 1 to the DPA

Information Security Addendum

ROR has established and agrees to maintain a written information security program (the “Information Security Program”) designed to comply with this Information Security Addendum and Applicable Privacy Laws. Terms not defined herein have the meaning set forth in the rest of the DPA or MSA, as applicable.

As part of its Information Security Program, ROR has implemented and agrees to maintain administrative, technical, and physical security safeguards designed to protect the confidentiality, integrity, and availability of Client Data, including but not limited to:

Administrative and Organizational Safeguards
- ROR maintains policies and procedures for the security of Client Data, including:
  - Written information security policies that set forth ROR’s procedures with regard to maintaining the safeguards in this Information Security Addendum.
  - An Incident Response Plan, which sets forth ROR’s procedures to investigate, mitigate, remediate, and otherwise respond to security incidents.
- ROR conducts regular assessments of the risks and vulnerabilities to the confidentiality and security of Client Data.
- ROR regularly tests and monitors the effectiveness of its Information Security Program, including through security audits, and evaluates its safeguards based on those results and any material changes to its operations or business arrangements.
- ROR has appointed an individual to oversee and manage its Information Security Program and lead the response to any Personal Information Breach.
- ROR maintains role-based access restrictions for its systems, granting access only to employees who require it to perform or facilitate ROR Services (consistent with least privilege, need-to-know, and separation of duties).
- ROR periodically reviews its access lists to ensure privileges are appropriately provisioned, and terminates access for employees who no longer need it.
- ROR assigns unique usernames to authorized employees and requires passwords to meet minimum length and complexity requirements.
- ROR regularly provides role-based training to employees on confidentiality and security.
- ROR requires relevant employees to acknowledge its Information Security Program on an annual basis.
- ROR enforces a policy to address violations of its Information Security Program.
Technical Security
- ROR logs certain system activity (e.g., authentication events, changes in authorization/access controls) and regularly reviews and audits those logs.
- ROR maintains network security measures such as firewalls to segregate internal networks from the internet, risk-based network segmentation, intrusion prevention/detection systems, and anti-virus/malware protection.
- ROR enforces workstation protection policies (e.g., automatic logoff after inactivity, system lock after defined failed authentication attempts).
- ROR requires multi-factor authentication for all employee system access.
- ROR conducts periodic vulnerability scans and assessments on systems storing, processing, or transmitting Client Data to identify potential risks.
- ROR remediates identified vulnerabilities in a risk-prioritized, timely manner, applying all high-risk manufacturer- or developer-recommended security updates and patches.
Physical Security
- ROR restricts access to its facilities, equipment, and devices to employees with authorized access on a need-to-know basis.
- ROR tracks the location of its equipment, devices, and electronic media and maintains a record of those locations.

Exhibit B

Enrichment Data Terms

The following terms shall apply if and to the extent that Enrichment Data is used in connection with any Services

If and to the extent that Client has any access or use rights with respect to any Enrichment Data, such rights shall be subject to any license agreement between ROR and the third party from whom such Enrichment Data is licensed (“License Agreement”). Client agrees that in no event shall Client breach and/or cause any breach of any License Agreement.
Client shall have access to, and Client may only use, the Enrichment Data to the extent and for the purposes expressly provided for in a Working Document. Client shall not otherwise use, nor allow any use of or access to, the Enrichment Data.
Client warrants, covenants and otherwise represents to ROR that the Enrichment Data shall be used only in accordance with all Applicable Laws as well as relevant self-regulatory guidelines and principles, including without limitation the Association of National Advertisers guidelines and the principles promulgated by the Digital Advertising Alliance (as applicable). All solicitation/ad copy prepared in connection with the Enrichment Data shall be devoid of any references to selection criteria or presumed knowledge concerning the intended recipient of such solicitation derived from the Enrichment Data.
Client understands, acknowledges and agrees that: (a) the third-party licensor or owner of the Enrichment Data has the right to make changes to the content, structure, and/or form of the Enrichment Data, including, without limitation, changes to the attributes included within the Enrichment Data; and (b) should the applicable License Agreement expire or be terminated for any reason, then ROR shall have the right to terminate any applicable portion of any Services without any liability to Client.
Any licensor of Enrichment Data may, at any time, impose restrictions on the use of the Enrichment Data: (a) to the extent they are imposed upon the licensor by third parties; or (b) to properly manage the integrity of the Enrichment Data and/or its use in light of issues concerning privacy, confidentiality, and other issues to which consumers may be sensitive. Any use by Client permitted in any Working Document shall be subject to compliance with any such restrictions.
Client warrants, covenants, and otherwise represents to ROR that the Enrichment Data will not be used in connection with: (a) any individual reference service application, skip tracing, electronic directory assistance or other e-data look-ups, verification of the accuracy of a record (unless expressly permitted in a Working Document); (b) employment or a review of employee records, including without limitation for evaluating an individual for employment or for promotions, reassignment, or retention as an employee; (c) a determination of an individual’s eligibility for a license or other benefit granted by a governmental instrumentality; or (d) any other type of review, analysis, or assessment of an individual record in connection with credit granting, credit monitoring, account review, collection, or insurance underwriting, or for any other purpose covered by the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq. (“FCRA”)), Federal Trade Commission or Consumer Financial Protection Bureau interpretations of the FCRA, and similar federal and state statutes.
Client may not modify, further develop, or create any derivative products from any Enrichment Data. No Enrichment Data may be decompiled, decoded, or reverse engineered.
In no event shall Client acquire any rights, title, and/or interest in and to the Enrichment Data excepting only those license or usage rights as may be expressly granted to Client in a Working Document (and then any such license or usage rights shall remain subject to the terms of the applicable License Agreement).

Exhibit C

Advertising Network & Data Contribution Agreement Terms

These Advertising Network & Data Contribution Agreement Terms supplement and are a part of any Advertising Network & Data Contribution Agreement between Client and ROR. Any capitalized terms used but not defined in the MSA or this Exhibit C shall have the meanings ascribed to them in the applicable Advertising Network & Data Contribution Agreement. Where Client and ROR enter into an Advertising Network & Data Contribution Agreement, the terms of Section 10 of the MSA and Exhibit A to the MSA shall not apply to such Advertising Network & Data Contribution Agreement.

Contributed Data. Client understands that the licensing of the Contributed Data to ROR as set forth herein may constitute a “sale” or “share” of such data for purposes of certain Applicable Privacy Laws, and that Client may therefore have particular disclosure and legal obligations with respect to same. Client agrees that Client shall not provide ROR with any of the following types of data in connection with providing ROR any Contributed Data:
1. Any information regarding any individual’s specific health condition, medical diagnosis, or any health information or inference that would be considered sensitive and/or protected under any Applicable Laws, and/or any information that would be considered PHI as defined under the Health Insurance Portability and Accountability Act of 1996 or Consumer Health Data under the Washington “My Health My Data” Act;
2. Data from or about individuals that either Party knows or should know are children under the age of 18.
Additional Privacy Requirements. Without limitation of any other restrictions or terms herein, the following provisions shall apply as to Contributed Data collected from residents of California:
1. ROR shall only use the Contributed Data as permitted by the applicable Advertising Network & Data Contribution Agreement, and not for any other purpose.
2. Each Party shall comply with applicable obligations under the CCPA, including, without limitation, providing California residents with the same level of privacy protection as required by the CCPA.
3. Each Party shall ensure that it has provided CCPA-compliant consumer notice and choice mechanisms, including (without limitation) providing “opt out” and “notice at collection” disclosures and mechanisms in compliance with the CCPA.
4. Client shall, no less frequently than once weekly, provide to ROR a list of California residents who have requested “opt out” or “deletion” of their Contributed Data, and ROR shall comply with such requests, in each case to the extent required under the CCPA. ROR may provide a standardized manner for Client to provide such requests to ROR.
5. Client may take reasonable and appropriate steps to ensure that ROR uses the Contributed Data provided by it solely as set forth above and solely in compliance with the CCPA, and upon reasonable notice may take reasonable and appropriate steps to remediate any unauthorized use of the Contributed Data by ROR.
6. A Party shall notify the other within five (5) business days should the notifying Party determine that it can no longer meet its legal obligations under the CCPA with respect to the Contributed Data.