TRUAUDIENCE PLATFORM AGREEMENT

IMPORTANT THIS IS A LEGAL AGREEMENT BY AND BETWEEN YOU (you or User) AND TRUSIGNAL, INC. (TruSignal). By using the TruAudience Platform and services, in whole or in party (the Platform) and/or providing data to TruSignal, you agree to be bound by the terms and conditions of this agreement (Agreement). This Agreement is effective as of the date you click the I Accept button below (the Effective Date) (herein TruSignal or You/User is also referred to individually as a Party or together as the Parties).

TRUSIGNAL IS WILLING TO LICENSE AND ALLOW THE USE OF THIS PLATFORM ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE PLATFORM. IF YOU DO NOT AGREE TO TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, EXIT THE PLATFORM IMMEDIATELY. YOUR USE OF THE PLATFORM OR SERVICES CONSTITUTES YOUR ACCEPETANCE OF THE TERMS OF THIS AGREEMENT. FOR AVOIDANCE OF DOUBT, YOU ARE AGREEING TO CONDUCT TRANSACTIONS ELECTRONICALLY.

THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE PLATFORM, WHICH INCLUDES, BUT IS NOT LIMITED TO, THE WEBSITE, ANY SERVICES, MATERIALS, DATA, INFORMATION, AND OUTPUTS, AVAILABLE VIA THE PLATFORM OR USED IN CONNECTION THEREWITH. TRUSIGNAL IS ONLY WILLING TO LICENSE AND ALLOW THE USE OF THE PLATFORM, IN WHOLE OR IN PART, ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT.

1. USER ELIGIBILITY. The Platform is solely for use by Users. By clicking I Accept and thereby entering or using the Platform, you represent and warrant that: (a) you have the right, authority, and capacity to enter into this Agreement on behalf of yourself, your client or your employer; (b) you have read and understand this Agreement; (c) you will abide by all of the terms and conditions of the Agreement, including as may be amended; and (d) you are not a consumer nor intend to use the Platform as a consumer. You may not access or use the Platform if you are a person barred from using the products and/or services provided by TruSignal under the laws of any country in which you are resident or from which you use services. Even if you are an authorized representative of an entity that has entered into a DaaS Agreement or Master Services Agreement with TruSignal that allows for access to this Platform (Client Agreement), your use of this Platform is governed by the terms of this Agreement.

Additionally, by accessing or using the Platform, in whole or in part, you: (a) represent and warrant that you are at least the legal age of majority and will at all times provide true, accurate, complete and current information when submitting information or materials to the Platform; (b) will comply with TruSignals technical specifications concerning the Platform, and any applicable advertising requirements found at www.tru-signal.com/requirements; (c) provide a timely response to TruSignals inquiries or concerns; (d) determine, in your sole discretion, the best and proper use of the materials or other Platform outputs; and (e) will at all times use the Platform, including its outputs, in compliance with all applicable international, national, federal, state and local laws, including regulations and agency guidance (Laws). You understand and agree that TruSignal is not making any representations or covenants concerning the Platforms compliance with Laws. You also acknowledge and agree that the Platform and any TruSignal services and deliverables are limited to U.S. adult residents. You will only provide data to TruSignal concerning U.S. adult residents.

2. MODIFICATIONS. TruSignal reserves the right to change the terms, conditions, and notices under which the Platform is offered in our sole discretion, including but not limited to the changes associated with the Platform, at any time. Your continued use of the Platform following the posting of a revised Agreement means that you accept and agree to the changes.

3. NO UNLAWFUL OR PROHIBITED USE. As a condition of your use of the Platform, you represent and warrant to TruSignal that you will not use the Platform: (a) for any purpose that is unlawful or prohibited by this Agreement, including the promotion of credit repair services and determination of eligibility for employment, insurance, or credit; and (b) in any manner, which could damage, disable, overburden, or impair the Platform or interfere with any other party's use and enjoyment. You will not obtain or attempt to obtain any materials, data, information, or outputs, through any means not intentionally made available or provided for through the Platform, including, but not limited to, data mining, robots, or similar data gathering and extraction tools. You shall not knowingly use the Platform to assist in selling or advertising for the restricted industries, as listed below (Restricted Industries), and that you are strictly prohibited from using, and will not use, the Platform, in whole or in part, for any activities involving these Restricted Industries:

_ Adult Entertainment, Sexually-oriented Products/Services

_ Bail Bondsman (unless licensed by the state in which they are operating)

_ Child location services (missing children)

_ For profit or non-profit credit counseling

_ Credit Repair

_ Dating Services

_ Financial Consulting (unless as a registered securities broker dealer)

_ Foreign transactions (any company or agency not based in the United States)

_ Genealogical or heir research

_ Massage Services

_ News agencies or journalists

_ Pawn Shop

_ Private detective, detective agency, or investigative company

_ Asset location services (repossession)

_ Subscriptions (magazines, books, record clubs, etc.)

_ Tattoo Services

_ Time Share activities (except for financers of time share properties)

_ Firearms, weapons dealers, sellers, distributers 

_ Other resellers or licensees

_ Tobacco Products

_ Illegal Gambling Products/Services

4. USER ID AND PASSWORD. Use of the Platform requires the creation of a User ID, which is a series of characters unique to you used to identify you as a User and allows access to the Platform. Your User ID may not be shared or transferred. You are solely responsible and liable for all use of the Platform accessed through any User ID assigned to or created by you. You should immediately report any unauthorized use of your User ID or its accompanying password or your account to TruSignal at support@tru-signal.com.

5. THE PLATFORM AND ITS USE. Subject to the terms and conditions of this Agreement, TruSignal will provide you with access to and use of the Platform as set forth in the Agreement. For purposes of this Agreement, the Platform includes all technology, software, website, services, materials, data, information, outputs, models, business rules, data processing mechanisms, information, intellectual property, and know-how in whatever format or media it may be presented available within or via the Platform or used in connection therewith. The Platform may only be used for its intended purposes as set forth in this Section 5 and in accordance with this Agreement. You acknowledge that we may engage third parties to provide or enable the Platform, in whole or in part. It is entirely within TruSignals discretion to cease supporting certain aspects of the Platform. While TruSignal does backup the Platform, there is no guarantee that the backup will work properly and that the materials, data, or information will be completely recovered or formatted properly. You are solely responsible for keeping a backup of any information or data that you do not want to lose.

You may use the Platform for the following purposes: (i) upload your proprietary or licensed offline data or source data onto the Platform and create audiences for delivery to your selected providers; (ii) after an audience is created, access and view TruSignals proprietary interactive audience insights; and (iii) share the link to the audience insights you have created subject to the confidentiality provisions set forth in this Agreement. You will input or provide data on U.S. adult residents only. You are strictly prohibited from providing data on European Union data subjects.

6. OWNERSHIP AND PROPRIETARY RIGHTS. TruSignal and its affiliates, licensors and providers are the sole owners of the Platform and any Confidential Information, and as such they retain all Intellectual Property Rights in the Platform, including any audiences, and its Confidential Information. For purposes of this Agreement, Intellectual Property Rights is defined as all rights, title and interests in and to the Platform, including, without limitation, all copyright, patent, trade secret, trademark, and other intellectual property and proprietary and moral rights related thereto, and these and other similar rights in any jurisdiction relating to the Platform as broadly defined herein, and any improvements, modifications, or derivative works to any of the foregoing. TruSignals provision of the Platform, in whole or in part, does not transfer to you or any third party any Intellectual Property Rights. The Platform is protected by law, including intellectual property laws and international treaty provisions. ANY RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE EXPRESSLY RESERVED FOR TRUSIGNAL.

7. LICENSE.

A. User. You hereby grant to TruSignal a nonexclusive, fully-paid, perpetual, irrevocable, royalty free, transferrable, worldwide license and right to use, modify, perform, display, reproduce, create derivative works, and distribute your information and data for the purpose of providing TruSignal services and developing the Platform.

B. TruSignal. TruSignal provides you with a personal, revocable, limited, non-exclusive, non-transferable, royalty free license to use the Platform internally in the United States for the Term for the sole purpose(s) set forth in Section 5 herein (Purpose) and subject to the terms of this Agreement, including the restrictions set forth in this Section 7.

C. TruSignal License Restrictions. The foregoing license is limited, and requires your compliance with all posted TruSignal instructions and technical specifications. You may not use, copy, store, reproduce, decompile, disassemble, create derivative works, reverse engineer, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, grant any rights to a third party, or commercially exploit any data or materials provided by TruSignal through the Platform in any manner not expressly permitted by this Agreement. Except as otherwise expressly permitted under this Agreement, you will not sublicense, resell, reuse, or otherwise grant any rights in the Platform to any third party, including any service bureau use. You will not (a) use any deep link, page scrape, robot, spider or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Platform or in any way reproduce or circumvent the navigational structure or presentation of the Platform to obtain or attempt to obtain any materials, data, documents, or information through any means not purposely made available through the Platform, (b) attempt to gain unauthorized access to any portion or feature of the Platform, including, without limitation, the account of any other authorized user(s), or any other systems or networks connected to the Platform or TruSignal server or to any of the services offered on or through the Platform, by hacking, password mining, or any other illegitimate or prohibited means, (c) probe, scan, or test the vulnerability of the Platform or any network connected to the Platform nor breach the security or authentication measures on the Platform or any network connected to the Platform, (d) reverse look-up, trace, or seek to trace any information on any other authorized user or visitor to the Platform, (e) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform or TruSignals systems or networks or any systems or networks connected to the Platform, (f) use any device, software, or routine to interfere with the proper working of the Platform or any transaction conducted on the Platform, or with any other persons use of the Platform, (g) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to TruSignal on or through the Platform, (h) use the Platform to harvest or collect email addresses or other contact information, (i) market, co-brand, private label, separately distribute, resell, or otherwise permit third parties to access and use the Platform or any part thereof without TruSignals express, separate, and prior written permission, or (j) use the Platform in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact TruSignal.

8. CONFIDENTIALITY. Confidential Information means any information disclosed by or to TruSignal, either directly or indirectly, in any form or means that we identify as confidential or proprietary or by its very nature reasonably appears to be or should be confidential or proprietary, with or without notice, legends or other markings. Any information, materials, comments, and ideas provided by User to TruSignal shall upon receipt become Confidential Information. For avoidance of doubt, the Platform, in whole or in part, and including any outputs is Confidential Information. All Confidential Information is or becomes proprietary to TruSignal, therefore TruSignal may use, copy, distribute, modify and create derivative works from such Confidential Information. You agree to hold all Confidential Information in confidence and not disclose to any third party or otherwise without TruSignals prior written consent.

9. USER WARRANTIES.

A. Information and Materials. You represent and warrant that: (i) any information or materials, including seed data, that you provide to TruSignal have been legally obtained; (ii) you have a license for such information and materials necessary to make the license grant to TruSignal herein and TruSignals use of such information and materials will not violate any Laws; (iii) any information on persons has been formatted and cleansed in compliance with TruSignals technical specifications and other requirements, including the removal of data regarding any individuals health or medical condition, sexual orientation, religion or status as a person under the age of 18 years of age; or (iv) with the exception of nonpublic personal information (PII) used to enable the Platform audiences, you will not provide information that permits re-identification of specific individuals, specific households or groups smaller than 25 individuals.

B. General. You represent and warrant that: (i) you are at least eighteen years of age; (ii) you have the power, authority and legal right to enter into this Agreement and perform the obligations and satisfy the terms and conditions set forth herein; and (iii)your performance under this Agreement will be in compliance with Laws.

10. DISCLAIMER. TO THE EXTENT PERMITTED BY APPLICABLE LAWS, THE PLATFORM AND ANY CONFIDENTIAL INFORMATION IS PROVIDED AS-IS, AS AVAILABLE, AND WITH ALL FAULTS. TRUSIGNAL MAKES NO WARRANTIES OF ANY KIND, AND TRUSIGNAL, ON BEHALF OF ITSELF, ITS AFFILIATES, LICENSORS AND PROVIDERS, EXPRESSLY DISCLAIMS ANY WARRANTY AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR FREE SERVICE, ERROR CORRECTION, COMPLIANCE WITH LAWS, AVAILABILITY, ACCURACY AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. TRUSIGNAL, ITS AFFILIATES, LICENSORS AND PROVIDERS DO NOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM THE USE OF THE PLATFORM. YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK.

11. LIMITATION OF LIABILITY AND REMEDY. IN NO EVENT SHALL TRUSIGNAL AND/OR ITS AFFILIATES, LICENSORS OR PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE PLATFORM, WITH THE DELAY OR INABILITY TO USE THE PLATFORM OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE PLATFORM, OR OTHERWISE ARISING OUT OF THE USE OF THE PLATFORM, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF TRUSIGNAL (OR ANY OF ITS AFFILIATES, LICENSORS OR PROVIDERS) HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM, OR WITH ANY OF THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM.

12. INDEMNIFICATION. User will indemnify, defend and hold harmless TruSignal and all of its direct and indirect officers, affiliates, and its and their directors, employees, agents, successors and assigns from any and all losses, liabilities, damages (including taxes), and all related costs and expenses, including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties (collectively, Losses), and threatened Losses due to, arising from or relating to claims, demands, actions or threat of action (whether in law, equity or in an alternative proceeding) arising from or relating to: (a) your actual or alleged breach of any representations and warranties in this Agreement; (b) any actual or alleged infringement, violation or misappropriation of the intellectual property rights of any third person by you, any information or materials provided by you, and TruSignals use of those Deliverables; (c) your actual or alleged breach of any of the confidentiality, security or privacy provisions in this Agreement; (d) negligent, willful or reckless acts or omissions of or by you; and/or (e) your violation of Laws.

13. SECURITY. TruSignal will maintain commercially reasonable safeguards designed to help ensure the security of TruSignals Platform and its internal networks from malicious activity and to provide for the privacy, confidentiality and integrity thereof. You represent and warrant that you will use best efforts to maintain the security of our Platform and networks, and that any information or materials you upload or provide to TruSignal shall be passive data files, not containing any viruses, malicious code, adware, spyware or similar programming. You will immediately notify TruSignal if you determine that you have experienced an actual or threatened breach of security that may in any way whatsoever negatively affect TruSignal or its Platform.

14. SUSPENSION AND TERMINATION. TruSignal reserves the right, in its sole discretion, to edit, refuse to process, or remove any information or materials, in whole or in part, or terminate your access to the Platform, in any way, at any time, without notice.

15. FEES. TruSignal charges fees for each license to use each Audience you create in the platform and distribute to your selected distribution partners, and for its services, including modeling and customization.  You agree to pay such fees as described herein.  Fees will be due and owing when you elect to distribute the Audiences.  The fees applicable to Audiences will be calculated on usage.  Your selected distribution partners will reported usage, collect fees, and forward such fee payments to TruSignal.  In the event you fail to pay your selected distribution partners for usage of the Audiences or the partners fail to pay TruSignal, you will pay TruSignal such fees directly.  Additionally, you agree to use commercially best efforts to provide monthly reporting at the Audience level in the event that your selected distribution partner fails provide Audience level usage reporting on your behalf to TruSignal.  Fees applicable to other TruSignal services will be mutually agreed to by you and TruSignal prior to the delivery of services, and paid directly to TruSignal within thirty (30) days following your receipt of an invoice. 

16. ADDITIONAL TERMS.

A. International Users. The Platform is of U.S. origin. TruSignal makes no claims regarding access or use of the Platform outside of the United States. If you use or access the Platform outside of the United States, you are responsible for compliance with all Laws that apply to the Platform, in whole or in part, as the information, data and materials contained therein. You must comply with the applicable laws and regulations of your jurisdiction, the U.S. Export Administration regulations, and this Agreement.

B. Electronic Communications. The communications between you and TruSignal use electronic means, whether you visit the Platform or send TruSignal emails, or whether TruSignal posts notices on the Platform or communicates with you via email. For contractual purposes, you (a) consent to receive communications, including advertisements, from TruSignal in any electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights. Additionally, you acknowledge and agree that the Platform is not configured for use on a mobile device and your use of the Platform via the mobile device may not produce the results or provide the information intended.

C. Entire Agreement. This Agreement and any order forms, amendment or addenda set forth the entire agreement and understanding between the Parties as to its subject matter and merges and supersedes all prior discussions, agreements and understandings between the Parties with respect thereto, and it may not be changed, modified, or amended except by a writing signed by the Parties hereto. If any provision of this Agreement is held by a court to violate any law or is otherwise not enforceable, the remainder of this Agreement will nevertheless remain in full force and effect insofar as legally possible.

D. Headings. Section headings are included for convenience or reference only and are not intended to define or limit the scope of any provision of this Agreement and should not be used to construe or interpret this Agreement.

E. Waiver. No delay, failure or waiver of either Party's exercise or partial exercise of any right or remedy under this Agreement shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. Any waiver by either Party of any provision of this Agreement shall not imply a subsequent waiver of that or any other provision of this Agreement.

F. Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall in no way be affected or impaired thereby.

G. Survival. The Parties agree that the terms of this Agreement that expressly, or by their nature, contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect, including but not limited to compliance with the Gramm-Leach-Bliley Act.

H. Governing Law and Venue. This Agreement will be governed and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of laws provisions or those of any other state, and any controversy arising in connection with this Agreement will be adjudicated in a court of competent jurisdiction in the State of Minnesota, and both Parties agree to waive any right to have a jury participate in the resolution of a dispute or claim between the Parties arising out of or connected to this Agreement. For avoidance of doubt, the Services and their outputs, in whole or in part, are limited to U.S. residents. This Agreement does not contemplate delivery of services or data concerning European Union data subjects and activities.

I. Audit and Records. Upon reasonable notice to Client, TruSignal may audit Client regarding its compliance with the terms of this Agreement. Audits will be conducted by mail whenever practicable and will require Client to provide reasonable documentation as to its compliance. Before providing any such documentation, the other Party may redact certain financial and other proprietary information that it deems reasonably necessary to protect its confidentiality obligations. Failure to cooperate properly in such audits represents a material breach of this Agreement. You are encouraged to keep a record of this Agreement.

J. Force Majeure. To the extent that either Partys performance is prevented, hindered, or delayed by acts of God or any other similar cause beyond the reasonable control or anticipation of a Party, and such non_performance could not have been prevented by reasonable precautions, then the non_performing Party shall be excused from any further performance. Such event does not affect a Partys obligation to provide any other disaster recovery services required pursuant to this Agreement.