VERTICAL MASS TERMS OF SERVICE

VERTICAL MASS (“VERTICAL MASS”, “WE”, “US” OR “OUR”) OPERATES THE WEBSITE AT WWW.VERTICALMASS.COM (THE “WEBSITE”) AND PROVIDES THE SERVICES DESCRIBED IN THIS TERMS OF SERVICE DOCUMENT (“TERMS”). BY CLICKING THE “SIGN UP” BUTTON OR USING OUR WEBSITE AND/OR ANY SERVICES RELATING TO THESE TERMS, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH VERTICAL MASS, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS PERSONALLY OR ON BEHALF OF THE INDIVIDUAL, ENTITY OR GROUP YOU HAVE NAMED AS THE DATA PARTNER, AND TO BIND THAT DATA PARTNER TO THESE TERMS. THE TERM “YOU”, “YOUR” OR “DATA PARTNER” REFERS TO THE INDIVIDUAL, ENTITY, OR GROUP, AS APPLICABLE, IDENTIFIED AS THE DATA PARTNER WHEN YOU REGISTERED ON THE WEBSITE. THE DATA PARTNER IS AGREEING TO BE BOUND BY AND BECOME A PARTY TO THESE TERMS. IF YOU AND/OR DATA PARTNER DO NOT AGREE TO ALL OF THE TERMS OF THESE TERMS, YOU AND DATA PARTNER MUST NOT USE THE SERVICES.

  1. Overview. These Terms are intended to set forth the general terms relating to the Services and will also apply to and incorporate by reference one or more service orders or insertion orders mutually executed by the Parties (each, a “Service Order”, “IO” or “Insertion Order”, as applicable). Vertical Mass offers various services (the “Services”) designed to help Data Partner develop, exploit and/or monetize digital audiences and strategic advertising opportunities, including by helping you collect or share data concerning the characteristics and activities of visitors to your Properties (defined below) (“Collected Data”). A Data Partner may be a celebrity, athlete, brand, influencer, intellectual property owner, publisher, team or entertainment or media property. The Services may be described in more detail on an applicable Service Order, IO or on the Website.

  2. Getting Started.
    2.1 Registration. To use the Services, Data Partner will need to register and create an account (“Account”) on the Website and provide certain information as prompted by the registration form. Data Partner agrees to provide accurate personal information and to update the information as necessary to keep it accurate. Data Partner agrees to notify Vertical Mass immediately of any unauthorized use of Data Partner’s Account. If someone accesses the Services under the Data Partner’s Account, we will rely on that and assume that it is really an authorized Data Partner representative who is accessing the Services. Vertical Mass reserves the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the Website and Services, including terminating your access, changing your password, or requesting additional information to authorize activities related to your Account. Data Partner will immediately notify Vertical Mass of any real or suspected unauthorized use of its Account. Data Partner agrees that Data Partner will not, and will not permit any other user using its Account to access, use, copy or distribute any portion of the Website except as expressly allowed or in a manner that exceeds or violates any limitations set forth in these Terms or any applicable exhibit, schedule or addendum.
    2.2 Data Collection. Throughout the Term, you will use any tracking code, pixels, advertising tags and other code provided by Vertical Mass (“Tools”) on your webpages, apps, social media posts, videos, emails, user data collection mechanisms or other properties or digital communications (each, a “Property”). The more you use the Tools, the better Services we can provide – and the more money you can potentially earn. You will implement the Tools in a location, manner and frequency as reasonably directed by Vertical Mass for the delivery and measurement of the Services. Subject to the terms and conditions of these Terms, Vertical Mass grants you a limited, revocable, non-exclusive, non-sublicensable license to install, copy, and use the Tools solely as necessary for the collection of Collected Data on Properties. In using the Tools, you represent and warrant that you will not: (i) provide, or cause to be provided, any data to Vertical Mass in violation of your applicable privacy policy or any applicable law or regulation; or (ii) circumvent any privacy features (e.g., an opt-out) that are part of the Tools. You will ensure that we have all necessary rights, consents and permissions to collect all such data through the Tools.
    2.3 Domain Names. Subject to your prior consent, Vertical Mass may also register and use domain names containing your name (or some variation thereof) as part of the Services and you hereby authorize us to register and use such domain names as part of the Service. We will transfer such domain name to you upon your written request at the end of the Term, subject to your payment of any applicable third-party fees.
    2.4 Traffic Reports. Data Partner can elect to provide Vertical Mass with additional data via an application programming interface (API) in addition to the Collected Data. All such data received by Vertical Mass will be considered Collected Data for purposes of these Terms (other than the fact that Vertical Mass will not collect such data).
    2.5 Website Access. Vertical Mass makes no guarantee that the Website will be available at all times, but it will use reasonable efforts to make the Website available and will work with you to provide access to opportunities in an alternative manner if the Website is down for an extended period of time. Vertical Mass reserves the right to modify or suspend access to all or part of the Website at any time. You may remotely access, view and download any Collected Data via the Website.
    2.6 Collected Data. Data Partner acknowledges that the validity of the Collected Data is dependent upon information provided by third parties. Vertical Mass is not responsible for, and makes no representations regarding, the validity of the Collected Data. Vertical Mass utilizes reasonable security measures to protect information in its possession (including the Collected Data) from misuse, alteration, unauthorized access, or unintended disclosures. Notwithstanding the foregoing, Vertical Mass will have no liability for any loss or corruption of such data, nor will Vertical Mass have any obligation under these Terms to retain any data after the Term. Subject to Vertical Mass’s rights to use the Collected Data as provided herein, the Collected Data shall remain the property of Data Partner.
    2.7 Ownership. The Tools, software, proprietary methods and systems used to provide the Services and the materials, information and content made available or displayed by us on the Website or through the Services, including all text, graphics, trademarks images and the look and feel are (collectively, all of the foregoing, “Vertical Mass Materials”): (i) copyrighted by us, our licensors and/or other licensors under United States and international copyright laws; (ii) subject to other intellectual property and proprietary rights and laws; and (iii) owned by us or our licensors. Except for the limited licenses provided herein, Vertical Mass reserves all right, title and interest in all of the Vertical Mass Materials. Data Partner hereby assigns to Vertical Mass any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Data Partner related to the Website. You will not (and You will not allow any third party to) (i) copy, modify, adapt, translate or otherwise create derivative works of the Vertical Mass Materials; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Vertical Mass Materials, except as expressly permitted by the law in effect in the jurisdiction in which you are located; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the Vertical Mass Materials; (iv) remove any proprietary notices or labels on the Vertical Mass Materials; or (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Vertical Mass Materials.
    2.8 Grant of License. Data Partner hereby grants to Vertical Mass a worldwide license to do the following during the term of this Agreement as reasonably necessary to provide the Services: (a) access, collect, assemble, compile, analyze, modify, transform, and transmit Collected Data; and (b) sublicense, with the right to grant further sublicenses, any or all of the rights granted in Section 2(a) to Marketers, Data Partner’s clients and other third-party licensees of Vertical Mass and Data Partner. The license in this Section 2 includes, without limitation, the right to (a) deploy Tools on the Properties to obtain Collected Data from and about end users.
    2.9 Limitations and Reservations of Rights. The rights granted to Vertical Mass under Section 2 do not include the right to, and Vertical Mass will not, use Collected Data for any purposes not authorized by this Agreement. Vertical Mass will not have any rights in or to Collected Data except as expressly granted in this Agreement.

  3. MEDIA OPPORTUNITIES.
    3.1 Media Buying. In the event Data Partner wishes to purchase media using the Collected Data, Data Partner and Vertical Mass will enter into one or more Service Orders or IOs for such media. Data Partner or its designee will provide the applicable creative or other advertising materials (“Creative”) for Vertical Mass to provide such Media Buying Services. Any advertising inventory bought by Data Partner through the Services will be bought and sold under a Service Order or IO, which will be governed by the terms of the Internet Advertising Bureau’s Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, version 3.0, available at http://www.iab.net/media/file/IAB_4As-tsandcs-FINAL.pdf (“IAB Terms”).
    3.2 Third-Party Advertisers. Vertical Mass may also use Collected Data to assist third-party advertisers (“Marketers”) in their marketing campaigns. Vertical Mass will price all media (whether media that is part of the Media Buying Fees (as defined below) or media for which revenue is included in the Revenue Share) with the goal of maximizing Data Partner’s sales or monetization of the Collected Data. As may be detailed in a Service Order or IO, Data Partner will pay Vertical Mass for certain Services and Vertical Mass may share revenue with Data Partner for other Services. In all cases involving your branded Collected Data, Vertical Mass will obtain Data Partner’s prior written consent (email is acceptable), not to be unreasonably withheld, prior to executing any Service Order or IO. Vertical Mass will endeavor to contract with Marketers on IAB Terms or other commercially reasonable terms, but Data Partner acknowledges that Vertical Mass will not have any liability with respect to any action or inaction of such Marketer so long as Vertical Mass complies with the foregoing. Marketers can buy Collected Data through Vertical Mass in three ways: (a) data licensing, where the Marketer licenses the data into its Data Management Platform for multiple analytics and targeting uses, (b) data targeting, whereby the Marketer buys media targeting the Collected Data via an ad exchange, DSP, social media platform or similar; and (c) managed service, where Vertical Mass buys the media using Collected Data on behalf of that Marketer and runs the media.
    3.3 Vertical Mass Role. Vertical Mass shall be responsible for all management of campaigns and billing with Marketers. Vertical Mass will use its commercially reasonable efforts to solicit and sell media at rates determined by Vertical Mass, in its sole discretion, subject to any specific parameters set forth by Data Partner in any Service Order or IO. Vertical Mass shall have the right to contract with one or more third party service providers to facilitate the provision of the Services.
    3.4 No Guarantees. Vertical Mass does not guarantee that Data Partner will receive a certain amount of revenue, or any revenue at all, from these Terms. Vertical Mass does not warrant that any advertising that is provided by or on behalf of the Marketer will comply with the IAB Terms or any other requirements established by Data Partner.

  4. FEES AND PAYMENT TERMS.
    4.1 Fees. Each party will pay the other party, without offset or deduction, the fees owed pursuant to these Terms, as calculated under the applicable Service Order or IO. Except as set forth in such Service Order or IO, neither party shall have any obligation to pay, nor shall the other party have no right to receive, any share of revenues paid or payable to the other party at any time by any customer or any other third party. Under a specific Service Order or IO: (i) you or your designee may pay for use of the Data Services for marketing where you benefit from the outcome of media served and not from increased margin on media placed (“Data Service Fees”); (ii) you or your designee may pay Vertical Mass CPM-based fees for use of the Media Buying Services (“Media Buying Fees”); or (iii) Vertical Mass may pay you a revenue share based on the net revenue from media purchased and resold to third party marketers using the Collected Data (i.e., gross revenue actually received by Vertical Mass from such marketers, less any direct out of pocket third party expenses including the media itself) as part of the Media Selling Services (“Revenue Share”). You will not have to pay Service Fees on a Service Order or IO where we are paying you a Revenue Share.
    4.2 Payment. Unless otherwise set forth in a Service Order or IO, all fees are due and payable within thirty (30) calendar days after the last day of the calendar month in which such fees accrued, or if invoiced, thirty (30) calendar days after a party’s receipt of an invoice from the other party. All fees are quoted and are to be paid in U.S. dollars. Any amount that is not paid when due will accrue interest at one percent (1.0%) per month from the due date until paid. Vertical Mass may offset against any and all sums due to you for the Revenue Share any amounts or expenses due to Vertical Mass under these Terms.
    4.3 Taxes. All payments made hereunder are exclusive of all applicable taxes and similar charges and Data Partner will be responsible for payment thereof (other than taxes based on Vertical Mass’s income).
    4.4 Survival. This Section 4 and the related payment obligations herein shall survive the Term for so long as Vertical Mass receives revenue under a Service Order or IO.

  5. TERMINATION.
    5.1 Term. These Terms will commence on the date on which you accept them (as described in the preamble above) and will continue for one (1) year, unless earlier terminated in accordance with this Section 5. The Terms will then automatically renew for successive one (1)-year terms, unless either party provides written notice of its desire not to renew at least thirty (30) days prior to the expiration of the then-current term (the initial term, together with any renewal terms, collectively, the “Term”).
    5.2 Termination. Either party may terminate these Terms in the event the other party materially breaches the terms of these Terms and fails to cure such breach within ten (10) days after receipt of written notice of default.
    5.3 Suspension. Vertical Mass reserves the right, in its reasonable discretion, to immediately suspend any component of the Services (including access to the Website) to prevent harm to Vertical Mass or its business.
    5.4 Effect of Termination. Termination or expiration will not affect Vertical Mass’s obligation or right to pay or continue to pay, or receive or continue to receive, amounts that would have been payable or owed if these Terms remained in effect. In addition, in the event Vertical Mass has an outstanding Service Order or IO with a Marketer as part of the Media Buying Services or Media Selling Services for which fulfillment extends past any effective date of termination of these Terms, Vertical Mass may: (i) require Data Partner to maintain its Account through the end of such agreement to enable Vertical Mass to fulfill its obligations under such Service Order or IO and these Terms will continue to apply to such fulfillment; or (ii) in the event any termination of the Terms is by Vertical Mass for Data Partner’s uncured breach pursuant to Section 5.2, Vertical Mass may elect to terminate such Service Order or IO, in which case Data Partner will reimburse Vertical Mass for all costs related to the non-fulfillment of such insertion order that Vertical Mass cannot reasonably mitigate. Termination of these Terms also includes deletion of your password and all related information associated with or inside your Account (or any part thereof). Sections 2.5, 2.6, 2.7, 3.4, 4, 5.4 and 6 through 10 shall survive expiration or termination of these Terms for any reason.

  6. CONFIDENTIALITY
    6.1 Ownership.Confidential Information” means all written or oral information, disclosed by either party to the other, related to the business or operations of either party or a third party that has been identified as confidential or that by the nature of the circumstances surrounding disclosure ought reasonably to be treated as confidential, including but not limited to trade secrets, cost and pricing information, and computer programs. The parties acknowledge that during the performance of these Terms, each party will have access to certain of the other party’s Confidential Information or Confidential Information of third parties that the disclosing party is required to maintain as confidential. Both parties agree that all items of Confidential Information are proprietary to the disclosing party or such third party, as applicable, and will remain the sole property of the disclosing party or such third party.
    6.2 Mutual Obligations. Each party agrees as follows: (i) to use Confidential Information disclosed by the other party only for the purposes described herein; (ii) that such party will not reproduce Confidential Information disclosed by the other party, and will hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party unless specifically permitted herein; (iii) that neither party will create any derivative work from Confidential Information disclosed to such party by the other party; (iv) to restrict access to the Confidential Information disclosed by the other party to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing to treat such information in accordance with the terms of these Terms; and (v) to return or destroy all Confidential Information disclosed by the other party that is in its possession upon termination or expiration of these Terms.
    6.3 Confidentiality Exceptions. Notwithstanding the foregoing, the provisions of Sections 6.1 and 6.2 will not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient; or (vi) is approved for release or disclosure by the disclosing party without restriction. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party (if legally permissible) and made a reasonable effort to obtain a protective order; or (y) to establish a party’s rights under these Terms, including to make such court filings as it may be required to do.

  7. REPRESENTATIONS AND WARRANTIES.
    7.1 By Vertical Mass. Vertical Mass represents and warrants that: (i) Vertical Mass has the full right, power and authority to enter into these Terms; (ii) Vertical Mass will post and maintain on its Website a privacy policy that discloses its practices with respect to the Tools and Collected Data and is otherwise in compliance with the DAA Codes (described below) and (iii) Vertical Mass will provide its Services in accordance with all applicable laws.
    7.2 By Data Partner. Data Partner represents and warrants that it: (i) has the full right, power and authority to enter into these Terms; (ii) has all necessary rights and consents to enable Vertical Mass to perform under these Terms, including to collect, process, store and use Collected Data; (iii) will post and maintain on any web-based Property a privacy policy that discloses its practices with respect to the Tools and Collected Data; (iv) will comply with all applicable laws, regulations and self-regulatory code (e.g., the Digital Advertising Alliance (“DAA”) Code located at http://www.aboutads.info/principles) in its execution of these Terms; (v) it will not pass data to Vertical Mass that is obtained from “Child-Directed” websites or mobile applications as that term is defined by the “Children’s Online Privacy Protection Act”; and (vi) it will not use the Vertical Mass Materials in a manner that causes Vertical Mass to not be in compliance with all applicable laws and regulations.
    7.3 Disclaimer. VERTICAL MASS MAKES NO WARRANTIES REGARDING THE MARKETERS OR COLLECTED DATA. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED SOLELY ON AN “AS IS” BASIS. EACH PARTY DOES NOT MAKE, AND DISCLAIMS, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, IN CONNECTION WITH THESE TERMS OR THE SERVICES.

  8. LIMITATIONS OF LIABILITY.
    8.1 NOTHING IN THIS SECTION SHALL LIMIT OR EXCLUDE LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION, OR DEATH OR PERSONAL INJURY CAUSED BY EITHER PARTY’S NEGLIGENCE.
    8.2 Disclaimer. EXCEPT WITH RESPECT TO EACH PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR:
    a) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, INABILITY TO USE, OR RELIANCE UPON THE SITE (INCLUDING THE APPLICATIONS) OR SERVICES; OR
    b) ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL OR PERSONAL DAMAGES OR LOSSES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
    8.3 Limitations. SUBJECT TO THE PROVISIONS OF SECTION 8.1 AND EXCEPT WITH RESPECT TO ANY ACTS OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, A PARTY’S INDEMNIFICATION OBLIGATIONS IN SECTION 9, A VIOLATION OF ITS CONFIDENTIALITY OBLIGATIONS IN SECTION 6 OR A VIOLATION OR MISAPPROPRIATION OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS, EACH PARTY’S MAXIMUM LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT RECEIVED BY SUCH PARTY DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING SUCH CLAIM..

  9. INDEMNIFICATION.
    9.1 General Indemnification. Each party shall defend, indemnify and hold harmless the other party, its affiliates and its respective officers, directors, shareholders, employees, insurers, agents, successors, assigns and representatives from and against any and all third-party claims, costs, losses, liabilities, expenses (including, without limitation, reasonable attorneys’ fees and disbursements), judgments, damages, demands, lawsuits or similar actions or proceedings (each, a “Claim”) based on the indemnifying party’s breach of its representations and warranties in these Terms.
    9.2 By Data Partner. Data Partner agrees to indemnify, defend, and hold harmless Vertical Mass from and against any and all Claims arising from or relating to: (i) any Property, any content or data on or in a Property, or any end users’ access to or use of a Property; (ii) the Collected Data, to the extent used as contemplated in this Agreement; or (iii) Vertical Mass’s authorized use of any Creative in the provision of the Services.
    9.3 Indemnification Procedures. The indemnifying party’s indemnification obligations hereunder shall be subject to: (i) receiving prompt written notice of the existence of any Claim from the indemnified party; (ii) being given the sole right, at its option, to control the defense of such Claim, provided that any settlement that admits liability or imposes any financial obligation on the indemnified party shall be subject to the prior written approval of the indemnified party; (iii) permitting the indemnified party to participate in the defense of any Claim at its own expense; and (iv) receiving cooperation of the indemnified party in the defense thereof.

  10. MISCELLANEOUS PROVISIONS.
    10.1 Force Majeure. Neither party will be liable for any failure or delay in its performance under these Terms due to any cause beyond its reasonable control, including acts of war, acts of God, terrorism, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet, provided that the delayed party: (a) gives the other party prompt reporting of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. If Vertical Mass is unable to provide the Service(s) for a period of thirty (30) consecutive calendar days as a result of a continuing force majeure event, Data Partner may cancel the Services without further obligation, and shall receive a refund of all pre-paid unused fees (if any) as of the effective date of such termination.
    10.2 Government Regulations. Neither party may export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information in violation of export control laws or regulations of the U.S. Government or of any country within whose jurisdiction Data Partner operates.
    10.3 Third Party Beneficiaries. Vertical Mass and Data Partner agree that, except as otherwise expressly provided in these Terms, there shall be no third party beneficiaries to these Terms, including but not limited to the insurance providers for either party or the representatives of Data Partner.
    10.4 Governing Law; Dispute Resolution. These Terms shall be governed by and construed solely and exclusively in accordance with the laws of the State of California, USA without giving effect to any law that would result in the application of a different body of law. All claims arising out of or relating to these Terms (including, without limitation, its formation, performance or alleged breach) or arising out of or relating to the relationship between the parties, shall be resolved exclusively by binding arbitration in Los Angeles County, California, by a single arbitrator. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms is void or voidable. The parties further agree that they may bring claims only in their individual capacity and not as a plaintiff or class representative in any purported class or representative proceeding. This provision is material and is a condition of the agreement to arbitrate. In the event that a determination is made that this class action waiver is void or unenforceable for any reason, the parties agree that the agreement to arbitrate disputes will be null and void. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. Notwithstanding the foregoing, either party may apply to any court having jurisdiction over the parties and the subject matter of the dispute for a temporary restraining order and/or preliminary injunction to enjoin the other party from misappropriating, or infringing, any intellectual property right or Confidential Information of the moving party.
    10.5 Severability; Waiver. If any provision of these Terms is held invalid by a court or judicial body, it will be enforced to the maximum extent possible under applicable law and, notwithstanding any invalidity, the remaining provisions of these Terms will not be affected and will remain in full force and effect. The waiver of any breach in these Terms will not constitute a waiver of any subsequent breach or default, and will not negate the rights of the waiving party.
    10.6 Assignment. Either party may assign these Terms or any outstanding Service Order or IO without the other’s consent in connection with any merger, consolidation, any sale of all or substantially all of its assets or any other transaction in which more than fifty percent (50%) of its voting securities are transferred, subject to all of the terms thereof.. Otherwise, neither party may assign this Agreement, in whole or in part, without the other party’s prior written consent. These Terms will bind and inure to the benefit of each party’s successors and permitted assigns.
    10.7 Notice. Any notice required or permitted to be given under these Terms shall be delivered by hand, deposited with an overnight courier, sent by email, confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving party as listed, for Data Partner, in Data Partner’s Account or for Vertical Mass, in the Account section of the Website or at such other address as may hereafter be furnished in writing by either party to the other party. Such notice will be deemed to have been given as of the date it is delivered, mailed, emailed, faxed or sent, whichever is earlier.
    10.8 Relationship of Parties. Data Partner’s status under these Terms is solely that of an independent contractor, and Data Partner shall be solely responsible for any and all self-employment or other tax obligations to which Data Partner may be subject. Except as otherwise provided herein, Data Partner shall not be entitled to participate in any plans, arrangements or distributions by Vertical Mass pertaining to, or in connection with, any medical, pension, bonus, profit-sharing or similar benefit plans offered by Vertical Mass to its employees.
    10.9 Publicity. Vertical Mass may publicly refer to Data Partner, including on Vertical Mass’s website and in sales presentations, as a Vertical Mass customer and may use Data Partner’s logo for such purposes. Similarly, Data Partner may publicly refer to itself as a customer of Vertical Mass. Each party hereby grants the other a limited, worldwide license to use the other’s logo in conformance with such party’s trademark usage guidelines and solely for the purposes of fulfilling its obligations hereunder and as set forth in this Section 10.9.
    10.10 Entire Terms; Counterparts; Originals. Data Partner and Vertical Mass agree that these Terms, including all applicable Service Orders, IOs, addenda, exhibits or attachments, constitute the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous drafts, agreements, arrangements and understandings between them, whether oral or written. These Terms and the related documents may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. These Terms may only be amended by a written document signed by authorized representatives of Vertical Mass and Data Partner. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

    Last Updated: February 22, 2017
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