CoverClicks Buyer Agreement

1.1 “Agreement” means this Buyer Agreement and any and all Order Forms entered into by and between the Parties.

1.2 “Applicable Privacy Laws” means the EU General Data Protection Regulation (“GDPR”), the UK General Data Protection Regulation (“UK GDPR”), and any and all state and federal statutes, regulations, regulatory guidelines and judicial or administrative holdings or interpretations related to consumer privacy including, but not limited to, the Alabama Personal Data Protection Act (“APDPA”), the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq. (“CCPA”), the California Privacy Rights Act (“CPRA”), the Colorado Privacy Act (“CPA”), the Connecticut Data Privacy Act (“CDPA”), the Delaware Personal Data Privacy Act (“DPDPA”), the Florida Digital Bill of Rights (“FDBR”), the Indiana Consumer Data Protection Act (“ICDPA”), Iowa Consumer Data Protection Act (“ICDPA”), the Kentucky Consumer Data Protection Act (“KCDPA”), the Louisiana Data Privacy Act (“LDPA”), the Maryland Online Data Privacy Act (“MODPA”), the Minnesota Consumer Data Privacy Act (“MNCDPA”), the Montana Consumer Data Privacy Act (“MCDPA”), the Nebraska Data Privacy Act (“NDPA”), New Hampshire’s SB 255-FN (“NHDPA”), the New Jersey Data Privacy Act (“NJDPA”), the Oklahoma Consumer Data Privacy Act (“OCDPA”), the Oregon Consumer Privacy Act (“OCPA”), the Rhode Island Data Transparency and Privacy Protection Act (“RIDTPPA”), the Tennessee Information Protection Act (“TIPA”), the Texas Data Privacy and Security Act (“TDPSA”), the Utah Consumer Privacy Act (“UCPA”), and the Virginia Consumer Data Protection Act (“VCDPA”), as each may be amended from time-to-time.

1.3 “Buyer File” means the file of Hashed Identifiers that Buyer has independently and lawfully collected and that Buyer submits to CoverClicks for matching.

1.4 “Hashed Identifier” means a SHA-256 hash of a lowercased, trimmed email address, excluding any raw or reversibly encoded identifier.

1.5 “Match Signal” means a derived activity or intent signal that CoverClicks returns to Buyer that relates to a Hashed Identifier that Buyer already holds. Match Signals contain no raw identifiers, contact information, or demographic attributes.

1.6 “Order Form” means an ordering document accepted by both Parties (in the form of Schedule A attached hereto), which states the commercial terms of the subject order. Each Order Form is incorporated into, and governed by, this Buyer Agreement. To the extent that anything in or associated with this Buyer Agreement is in conflict or inconsistent with an Order Form, the Order Form shall take precedence unless otherwise stated to the contrary in this Buyer Agreement.

1.7 “Prepaid Credits” means Match Signal credits purchased in advance by Buyer through the CoverClicks buyer portal, each credit entitling Buyer to one Match Signal, as further described in Section 3.1(b). “Tier Plan” means a subscription to the Service under a Tier selected on an Order Form, as further described in Section 3.1(a).

1.8 “Activation” means any outbound contact (email, text, call, mail, or displayed advertising) that Buyer directs to an individual using, or in any way informed by, a Match Signal.

2.1 Service. Buyer shall submit its Buyer File(s) to CoverClicks and CoverClicks shall return Match Signals only for those Hashed Identifiers that are already in the Buyer File. Buyer acknowledges and agrees that by and through this process, Buyer is enriching identifiers that it already possesses, and CoverClicks is not providing contact information, raw identifiers, or any individual’s information that Buyer did not already possess prior to receiving the applicable Match Signal(s) from CoverClicks.

2.2 License. Subject to the full payment of any and all Fees (as defined below) then due and owing, CoverClicks grants Buyer a non-exclusive, non-transferable, non-sublicensable license to use the Match Signals solely and exclusively for Buyer’s own internal audience reactivation, retention, and marketing purposes, as same are applied to the Buyer File (the “Permitted Use”). Buyer may retain and continue using Match Signals delivered prior to termination of the Agreement, subject to Sections 2.3 and 4, which shall survive for as long as Buyer holds the subject data.

2.3 Prohibited Use. Buyer will not: (a) attempt to obtain any raw or reversible identifier from a Match Signal; (b) resell, redistribute, sublicense, or disclose Match Signals to any third-party; (c) combine Match Signals with other data to re-identify any individual; (d) target or contact anyone with whom Buyer has no existing consent relationship of its own; (e) use Match Signals as a “consumer report” or to make or inform any eligibility decision under the Fair Credit Reporting Act; or (f) use Match Signals for anything other than the Permitted Use.

2.4 Activation. Buyer is solely responsible and liable for all Activation events. CoverClicks provides no telephone numbers and does not represent that any Match Signal constitutes consent to contact any individual through use of any applicable marketing method including, without limitation, telemarketing, text message marketing, email marketing and/or direct mail marketing.

2.5 Ownership. As between Buyer and CoverClicks, Buyer shall at all times retain all right, title and interest in and to the Buyer File. CoverClicks shall not acquire any right, title or interest in or to the Buyer File, except as expressly set forth herein. As between Buyer and CoverClicks, CoverClicks shall at all times retain all right, title and interest in and to: (a) the technology and publisher network used to generate Match Signals, including all intellectual property rights associated therewith (the “CoverClicks Platform”); and (b) the Match Signals. Buyer shall not acquire any right, title or interest in or to the CoverClicks Platform and/or Match Signals, except as expressly set forth herein. Without limiting the foregoing, Buyer may not: (i) reproduce in any form or incorporate into any information retrieval system, electronic or mechanical, any portion of the CoverClicks Platform; (ii) copy, emulate, clone, rent, lease, sell, transfer, modify, decompile, disassemble, reverse engineer or otherwise attempt to derive the source code associated with, the CoverClicks Platform and/or any portion thereof; (iii) itself create, generate, author, initiate or develop any technology, system, design, model, formula, methodology, process, business plan, venture, offering and/or documentation reasonably similar to any aspect of the CoverClicks Platform; or (iv) contract with or otherwise induce any third party to create, generate, author, initiate or develop any system, design, model, formula, methodology, process, business plan, venture, offering and/or documentation reasonably similar to any aspect of the CoverClicks Platform.

3.1 Fees. Buyer obtains the Service under one of the two pricing models below (amounts payable under either, collectively, “Fees”). Except as stated in Section 3.2, Fees are non-refundable. CoverClicks provides delivery reporting through its buyer portal.

(a) Tier Plan. Where Buyer has executed an Order Form, Buyer shall pay the Subscription Fee for the applicable “Tier” selected, as set forth in the Order Form. Tier Plan Fees are Tier-based, and are not payable on a per Match Signal basis. Annual plans may be paid annually (with the applicable discount) or quarterly. Monthly invoices are payable on a Net thirty (30) basis. If payment is not made in a timely manner, CoverClicks may, at its option, immediately terminate the Agreement and/or any applicable Order Form. Interest will accrue on any past due amounts at the rate equal to the lesser of one percent (1%) per month or the maximum amount permitted by law. In addition, Buyer shall be liable to CoverClicks for all attorneys’ fees and other costs incurred in collecting such unpaid amounts.

(b) Prepaid Credits. Where Buyer has not executed an Order Form, the Service is provided on a prepaid, per Match Signal basis. Buyer’s first five hundred (500) Match Signals are provided at no charge. Thereafter, each Match Signal delivered consumes one Prepaid Credit. Prepaid Credits are purchased in advance by credit card through the CoverClicks buyer portal at the per-credit price or pack price displayed in the portal at the time of purchase (currently fifteen cents ($0.15) per Match Signal, with lower per-credit prices for larger packs), are charged at the time of purchase, do not expire, and are non-refundable and non-transferable. No invoices are issued and no amounts become payable under this Section 3.1(b) other than at the time Buyer elects to purchase Prepaid Credits. When Buyer’s free Match Signals and Prepaid Credits are exhausted, delivery of Match Signals pauses automatically and resumes once Buyer purchases additional Prepaid Credits; a pause in delivery is not a breach by CoverClicks and does not entitle Buyer to any credit or remedy. Re-delivery of a Match Signal for the same Hashed Identifier within Buyer’s selected re-delivery interval (thirty (30) days by default) does not consume a Prepaid Credit. Section 3.2 does not apply to Prepaid Credits. Buyer may at any time convert to a Tier Plan by executing an Order Form, in which case any unused Prepaid Credits are applied as a credit against the first Subscription Fee due.

3.2 Performance Floor (Tier Plans only). Each Tier has a monthly Delivery Target and a corresponding credit threshold (the “Floor”), both as set forth in the Order Form. If delivered Match Signals fall below the Floor (which is, generally, fifty percent (50%) of the lower bound of the Delivery Target for the applicable Tier) over a rolling ninety (90)-day period, Buyer shall receive an account credit equal to the difference between the amount paid for the applicable Tier and the amount that would be payable for the Tier that corresponds to the actual number of Match Signals delivered for the affected period (“Delivered Tier”), and the Order Form shall be reduced to the Delivered Tier for the remainder of the applicable term. This is Buyer’s sole remedy for a delivery shortfall. Match rate depends on the overlap of the Buyer File with the network.

3.3 Taxes. Each Party shall be responsible for its own taxes arising pursuant to the Agreement; provided, however, that Buyer is responsible for any sales or use taxes on Fees.

(a) To the extent required by Applicable Privacy Laws, CoverClicks shall notify Buyer, in writing, of any requests received from a consumer to delete that consumer’s Covered Personal Information, as defined below, including any opt-out preference signals (“CoverClicks Provided Consumer Requests”). Buyer shall timely act on any and all such CoverClicks Provided Consumer Requests, as required by Applicable Privacy Laws, and promptly provide CoverClicks with notice that each such CoverClicks Provided Consumer Request was acted upon.

(b) Where Buyer collects Covered Personal Information from a consumer online and receives an opt-out preference signal from such consumer, Buyer shall recognize the signal as a valid request to opt out of the use/sharing of such consumer’s Covered Personal Information and shall not retain, use, or disclose that consumer’s Covered Personal Information.

(c) Each party shall provide all assistance as is reasonably requested by the other party to meet its obligations under Applicable Privacy Laws with respect to responding to individuals’ Consumer Requests (as defined below), including opt-out preference signals. Such assistance shall be promptly provided.

(d) Each Party shall implement, maintain and apply, at its own cost and expense: (i) the technical and organizational security measures prescribed by Applicable Privacy Laws; and (ii) without limiting the foregoing, and taking into account the nature of the processing performed by it, the technical and organizational security measures necessary to secure the Covered Personal Information against any Personal Information Breach (as defined below).

(e) With respect to any Personal Information Breach, the Party who suffered the breach shall without undue delay and within seventy-two (72) hours of becoming aware of the Personal Information Breach: (i) notify the other Party of the Personal Information Breach and immediately and at its own expense investigate and take all steps necessary to identify, prevent and mitigate the effects of the Personal Information Breach. Without limiting the foregoing, the Party who suffered the breach shall fully reimburse, indemnify and hold the other Party harmless from and against any and all costs and/or losses that the other Party may incur as a result of the Personal Information Breach; and (ii) to the extent practicable without prejudicing the continued security of the Covered Personal Information or any investigation into the Personal Information Breach, immediately provide the other Party with details of the Personal Information Breach, including identifying the portions of the Covered Personal Information accessed, the identity of affected individuals, and such other and additional information as such Party may reasonably request concerning the Personal Information Breach.

(f) During the term of the Agreement, Buyer shall: (i) make available to CoverClicks (and to third party auditors acting on CoverClicks’ behalf), upon request, all information necessary to demonstrate Buyer’s compliance with Applicable Privacy Laws and the requirements set forth in this Section 4; and (ii) allow for and contribute to the audit and inspection of such material, including manual reviews and automated scans, as conducted by CoverClicks and its third party auditors.

(g) For purposes of the Agreement, “Consumer Requests” means consumer requests to: (i) correct inaccurate and/or outdated Covered Personal Information; (ii) opt-out from and/or limit the use and/or sharing of sensitive Covered Personal Information; (iii) opt out from the sale and/or sharing of any Covered Personal Information; (iv) know the: (A) categories of Covered Personal Information that such party has collected about the subject consumer(s); (B) specific pieces of Covered Personal Information that such party has collected about the subject consumer(s); (C) categories of sources from which the Covered Personal Information is collected; (D) business or commercial purpose for collecting, selling and/or sharing the subject Covered Personal Information; and (E) categories of third parties to whom such party discloses Covered Personal Information; (v) opt-out of profiling; (vi) opt-out of targeted advertising; and/or (vii) delete any Covered Personal Information collected.

(h) For purposes of the Agreement, “Covered Personal Information” means, in addition to any definition under Applicable Privacy Laws, any personally identifiable information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, to any individual or household that would be considered a resident of Alabama, California, Colorado, Connecticut, Delaware, Florida, Indiana, Iowa, Kentucky, Louisiana, Maryland, Minnesota, Montana, Nebraska, New Jersey, New Hampshire, Oklahoma, Oregon, Rhode Island, Tennessee, Texas, Utah or Virginia.

(i) For purposes of the Agreement, “Personal Information Breach” means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, any Covered Personal Information.

5.1 Confidentiality. For purposes of the Agreement, “Confidential Information” shall mean all data and information, of a confidential nature or otherwise, disclosed during the term of the Agreement by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), as well as information that the Receiving Party knows or should know that the Disclosing Party regards as confidential including, but not limited to: (a) a party’s business plans, strategies, know how, marketing plans, suppliers, sources of materials, finances, business relationships, personally identifiable end-user information, pricing, technology, trade secrets and other non-public or proprietary information whether written, oral, recorded on tapes or in any other media or format; (b) the material terms of the Agreement and/or any associated Order Forms; (c) with respect to CoverClicks, the Agreement terms (including pricing), Match Signals, and the identities of CoverClicks’ contributing publishers (“Publishers”); and (d) any information marked or designated by the Disclosing Party as confidential. The Receiving Party agrees to hold all Confidential Information in trust and confidence and, except as may be authorized by the Disclosing Party in writing, shall not use such Confidential Information for any purpose other than as expressly set forth in the Agreement or disclose any Confidential Information to any person, company or entity, except to those of its employees and professional advisers: (i) who need to know such information in order for the Receiving Party to perform its obligations hereunder; and (ii) who have entered into a confidentiality agreement with the Receiving Party with terms at least as restrictive as those set forth herein. Confidential information shall not include any information that the Receiving Party can verify with substantial proof: (A) is generally available to or known to the public through no wrongful act of the Receiving Party; (B) was independently developed by the Receiving Party without the use of Confidential Information; or (C) was disclosed to the Receiving Party by a third-party legally in possession of such Confidential Information and under no obligation of confidentiality to the Disclosing Party. The Receiving Party agrees that monetary damages for breach of confidentiality may not be adequate and that the Disclosing Party shall be further entitled to injunctive relief, without the requirement to post bond.

5.2 Non-Circumvention. Buyer recognizes that CoverClicks has proprietary relationships with its Publishers. Buyer agrees not to circumvent CoverClicks’ relationship with such Publishers, or otherwise solicit, purchase, contract for or obtain services from any Publisher that is known, or should reasonably be known, by Buyer to have such a relationship with CoverClicks, during the term of the Agreement and for one (1) year following termination or expiration of the Agreement. Notwithstanding the foregoing, to the extent that Buyer can show that any such Publisher already provided such services to Buyer prior to the date hereof, then Buyer shall not be prohibited from continuing such relationship. Buyer agrees that monetary damages for its breach, or threatened breach, of this Section 5.2 will not be adequate and that CoverClicks shall be entitled to: (a) injunctive relief (including temporary and preliminary relief) without the requirement to post a bond; (b) liquidated damages from Buyer in the amount equal to one hundred percent (100%) of the fees paid by Buyer to the subject Publishers(s) for the prior twelve (12) month period; and/or (c) any and all other remedies available to CoverClicks at law or in equity.

6.1 Mutual. Each Party has full authority to enter into this Agreement and will comply with applicable Laws (as defined below), including Applicable Privacy Laws.

6.2 CoverClicks. CoverClicks represents and warrants that the data underlying Match Signals is contributed by Publishers under written agreements that require first-party collection under each Publisher’s direct, disclosed consent relationship with the subject consumers.

6.3 Buyer. Buyer represents and warrants that: (a) the Buyer File was collected and maintained in compliance with applicable Laws, and Buyer has all rights and consents necessary to submit the Buyer File to CoverClicks for the processing activities contemplated hereunder; (b) Buyer shall only submit Hashed Identifiers to CoverClicks and, without limiting the foregoing, Buyer will not submit data of any individual under eighteen (18) years of age or any sensitive, financial, biometric, health, government-ID, or precise-geolocation data; (c) it will use Match Signals only as permitted in Section 2; and (d) its Activations, and other marketing efforts associated with the Match Signals, shall comply with all applicable foreign, federal, state and local laws, rules, regulations and ordinances including, without limitation, Applicable Privacy Laws, the Gramm-Leach Bliley Act, the Fair Credit Reporting Act, the Federal Trade Commission Act, the “Operation Stop Scam Calls” stipulated orders announced by the Federal Trade Commission on July 18, 2023, the CAN-SPAM Act, the Telephone Consumer Protection Act (47 USC § 227), and its implementing regulations (the “TCPA”), the Amended Telemarketing Sale Rule, 16 CFR 310 et seq. (“ATSR”), the Fair Debt Collection Practices Act, the Federal Communications Act, and all rules and regulations promulgated under any of the foregoing, as well as all applicable state laws including, without limitation, the California Financial Privacy Act and the Vermont Consumer Protection Act, and all rules and regulations promulgated under such state laws (collectively, “Laws”).

6.4 Disclaimer. The Match Signals are supplied on an “as is” and “as available” basis. To the fullest extent of the law, CoverClicks makes no warranties (including implied warranties of purpose and non-infringement), guarantees, representations, express, implied, oral or otherwise. Without limiting the generality of the foregoing, CoverClicks does not warrant or guaranty conversion rates and/or response rates. The Match Signals may contain bugs, errors, problems or other limitations. CoverClicks has no liability, whatsoever, to Buyer or any third-party, for any other party’s security methods and privacy protection procedures and CoverClicks disclaims any and all warranties, express and implied, that any other party’s security methods and privacy protection procedures will be uninterrupted or error-free. CoverClicks shall have no liability for Buyer’s use of, or inability to use, the Match Signals and CoverClicks disclaims any and all warranties, express and/or implied, that Buyer’s use of the Match Signals will be uninterrupted or error-free. CoverClicks makes no guarantees, and accepts no resulting liability, for failure to meet scheduled delivery dates.

7.1 Limitation of Liability. Except for breaches of confidentiality, a Party’s indemnification obligations, or a Party’s gross negligence or willful misconduct: (a) neither Party shall be liable for indirect, incidental, special, consequential, or punitive damages; and (b) each Party’s total liability under this Agreement will not exceed the fees paid by Buyer to CoverClicks in the twelve (12) months before the claim. To the fullest extent permitted under applicable law, in no event shall CoverClicks be responsible or liable for the acts and/or omissions of any Publisher under any circumstances.

7.2 Indemnification. Each Party will defend, hold harmless and indemnify the other Party and its respective employees, officers, directors, members, managers, contractors and agents from and against any and all liability, loss, damage or expense (including, without limitation, reasonable attorneys’ fees, costs and expenses) arising out of or related to any allegation, claim or cause of action, involving the indemnifying Party’s breach of this Agreement, violation of Laws and/or gross negligence or willful misconduct. Without limiting the foregoing, Buyer will indemnify CoverClicks for any all and all claims arising from Buyer’s Activation or its use of Match Signals in violation of the Agreement. The indemnified Party will give prompt notice, let the indemnifying Party control the defense (no settlement burdening the indemnified Party without its consent), and reasonably cooperate with same.

8.1 Term and Termination. This Buyer Agreement shall remain in effect for any then-active Order Forms. Each Order Form has a twelve (12) month term that auto-renews for successive twelve (12) month periods unless either Party gives at least thirty (30) days’ notice of non-renewal. Either Party may terminate any and all Order Form’s for the other’s material breach of any term of the Agreement that is not cured within five (5) days of written notice of same, or upon a change in law that materially impacts CoverClicks’ ability to provide the Match Signals as contemplated hereunder. Upon termination, Buyer shall stop submitting Buyer Files to CoverClicks and pay any and all accrued Fees. Buyer may keep Match Signals already delivered, subject to the surviving terms set forth in Sections 2.3, 2.5, 4, 5, 6.4, 7, and 8.

8.2 Choice of Law; Dispute Resolution. The Agreement shall be construed in accordance with and governed by the laws of the State of New York (without regard to conflict of law principles) and any proceeding arising in connection with the Agreement may only be brought under the statutes and common law of the State of New York. In the event that any suit, action or other legal proceeding shall be instituted against either Party in connection with the Agreement, each hereby submits to the jurisdiction of either the United States District Court for the Southern District of New York or any New York State Court of competent jurisdiction, located in New York County, and further agrees to comply with all the requirements necessary to give such court jurisdiction. The prevailing Party in any action brought for the enforcement or interpretation of the Agreement shall be entitled to receive, from the losing Party, without limitation, reasonable attorneys’ fees and costs of litigation, in addition to any other relief to which it may be entitled.

8.3 Assignment. Neither Party may assign, transfer or delegate any of its rights or obligations under the Agreement or any Order Form without the prior written consent of the other Party, and any attempts to do so shall be null and void; provided, however, that either Party may assign the Agreement, any Order Form or any portion hereof/thereof, to: (i) an acquirer of all or substantially all of such Party’s equity, business or assets; (ii) a successor in interest whether by merger, reorganization or otherwise; or (iii) any entity controlling or under common control with such Party.

8.4 Non-Waiver; Severability. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party. If any provision contained in the Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the real intention of the Parties, and the remaining provisions of the Agreement will remain in full force and effect.

8.5 Force Majeure. Other than for payment obligations arising hereunder, neither Party will be liable for, or will be considered to be in breach of the Agreement on account of, any delay or failure to perform as required by the Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence (each, a “Force Majeure Event”). If any Force Majeure Event occurs (which shall include, without limitation, acts of God, COVID-19 and any similar disease, virus and/or pandemic, telecommunications, Internet or network failure, results of vandalism or computer hacking, fire, explosion, storm or other natural occurrences, any conflicting order, direction, action or request of any applicable governmental body (including, without limitation, state and local governments) or of any regulatory department, agency, commission, court, bureau, corporation or other instrumentality, or of any civil or military authority, national emergencies, insurrections, riots, wars, strikes or other such labor difficulties), the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of such Force Majeure Event. Notwithstanding the foregoing, the Parties’ obligations to one another shall be excused and/or postponed during and only for the duration of the applicable Force Majeure Event and shall resume as soon as practicable after the Force Majeure Event has ended.

8.6 Miscellaneous; Electronic Acceptance. The Parties are independent contractors. There is no relationship of partnership, agency, employment, franchise or joint venture between the Parties. Neither Party has the authority to bind the other, or incur any obligation on its behalf. This Buyer Agreement, together with the Schedules and Order Forms, is the entire agreement between the Parties concerning the subject matter hereof, and may be amended only in a writing signed by both Parties. Neither Party will publicize the relationship between the Parties without the other Party’s prior written consent. Notices to CoverClicks shall be sent to: 445 Park Avenue, Floor 9, New York, NY 10022, Attn: Josh Blumenfeld, CEO. Notices to Buyer shall be sent to the address set forth in the Order Form. Buyer accepts this Buyer Agreement electronically by checking the “I have read and agree to the CoverClicks Buyer Agreement” box on the buyer application form at /buyer-apply. The checked acceptance, together with the timestamp, the IP address from which it was submitted, the version of this Buyer Agreement then in effect, and the identifying details provided on the application form, constitute Buyer’s binding electronic execution of this Buyer Agreement and have the same force and effect as a manually signed counterpart. Each Party executing the Agreement agrees that it has fully participated in the drafting of the Agreement and that no Party alone shall be deemed to be the sole drafting Party of the Agreement. Section headings used herein are for convenience only, are not part of the Agreement, and shall not be used in construing the Agreement.

This Buyer Agreement is accepted electronically — no wet signature, PDF signature, or e-signature image is required. By checking the “I have read and agree to the CoverClicks Buyer Agreement” box on the buyer application form at /buyer-apply, the individual submitting the application:

1. represents and warrants that they are duly authorized to bind Buyer to this Agreement;
2. affirms that Buyer has read, understood, and agrees to all of the terms of this Agreement, including the Schedules attached hereto; and
3. acknowledges that CoverClicks records (i) the timestamp of acceptance, (ii) the IP address from which acceptance was submitted, (iii) the version of this Buyer Agreement then in effect, and (iv) the identifying details supplied on the application form, as the binding execution record.