Legal

Advertising Services Agreement

Version 1.0. Effective 27 August 2026.

These Master Terms and Conditions (the “Master Terms”) govern the provision of connected television and digital video advertising services by Previse Labs Inc., a Delaware corporation (“Previse”), to the advertiser identified on an Order (“Advertiser”). Advertiser becomes bound by these Master Terms in any of the ways described in Section 2.5. Advertiser is not required to sign these Master Terms separately; execution of an Order Form is the only signature required.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

“Ad” means any advertising creative, including video, audio, display, companion, and interactive units, submitted by or on behalf of Advertiser for delivery through the Service.

“Ad Credits” means promotional media credits issued by Previse under Section 9.

“Advertiser Data” means data that Advertiser or its Agency provides or makes available to Previse, and data that Previse collects on Advertiser’s behalf through the Previse Pixel, a server-to-server integration, a mobile measurement partner, file transfer, a catalog feed, or a customer list upload, including conversion events, transaction values, product identifiers, customer identifiers, and customer lists.

“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.

“Agency” means the advertising agency, media buyer, or other authorized representative identified on an Order as acting for Advertiser.

“Aggregated or Deidentified Data” means data derived from Advertiser Data or Campaign Data that (a) has been combined with data from other advertisers or sources, or otherwise processed, so that it does not identify and cannot reasonably be used to identify Advertiser, any customer of Advertiser, or any individual, and (b) is maintained without any attempt to reidentify it.

“Business Day” means a day other than a Saturday, Sunday, or U.S. federal holiday.

“Campaign” means advertising activity configured by Advertiser through the Previse platform.

“Campaign Data” means data generated by the Service in delivering a Campaign, including impressions, completions, reach and frequency, spend, win and loss data, pricing data, publisher and app-level delivery data, model scores and predictions, and attributed outcomes.

“Destination” means any website, application, or other online location to which an Ad directs viewers, whether by a QR code or URL displayed in the Ad, by a click where the format supports one, or by any other means.

“Order” means an Order Form, Pilot Order, Self-Serve Order, statement of work, or other ordering document that is executed by the parties or submitted through the Service and that references or incorporates these Master Terms.

“Order Form” means Previse’s order form, also referred to as an insertion order or IO, executed by the parties.

“Pilot Order” means an ordering document so designated under which Previse provides the Service without fees, as modified by the terms of that document.

“Policies” means the Previse Advertising Policies and Creative Specifications, available at previselabs.com/legal/policies or otherwise provided to Advertiser, as updated under Section 18.7.

“Previse Materials” means the Service, the Previse platform and user interface, the Previse Pixel and associated SDKs, Previse’s identity graph, models, model weights, embeddings, algorithms, forecasts, and documentation, and all improvements to and derivative works of any of them.

“Previse Pixel” means Previse’s conversion tracking tag, SDK, API, or server-to-server endpoint.

“Previse Reporting” means the delivery and performance reporting made available to Advertiser through the Previse platform or by file delivery.

“Publisher” means an owner or operator of streaming, connected television, or digital media inventory on which Ads are delivered.

“Restricted Data” means the categories of data listed in Section 5 of Exhibit A.

“Self-Serve Order” means campaign parameters submitted by Advertiser through the Previse platform under Section 2.6.

“Service” means Previse’s advertising services, including the Previse platform, campaign delivery and optimization, bidding, measurement, attribution, identity resolution, and reporting.

1.2 Interpretation

In these Master Terms and in each Order:

  1. headings are for convenience only and do not affect interpretation;
  2. “including,” “includes,” and “such as” mean “including without limitation,” and no enumeration limits the generality of the words preceding it;
  3. the singular includes the plural and the plural includes the singular;
  4. “or” is inclusive and means “A, B, or both”;
  5. “day” means a calendar day unless “Business Day” is specified, and a period expressed in days begins on the day after the triggering event;
  6. “written” and “in writing” include email;
  7. all monetary amounts are in U.S. dollars;
  8. a reference to a statute or regulation includes its amendments and successors;
  9. a reference to a Section is a reference to a Section of these Master Terms unless otherwise stated; and
  10. no rule of construction requiring interpretation against the drafting party applies.

2. STRUCTURE OF THE AGREEMENT

2.1Components. The agreement between the parties consists of these Master Terms, each Order, the Policies, and the Data Protection Terms set out in Exhibit A (collectively, the “Agreement”).

2.2Order of Precedence. In the event of a conflict, the following order of precedence applies: first, the Order, as to the commercial terms set out in it and as to any provision that expressly states that it amends an identified Section of these Master Terms; second, these Master Terms, including Exhibit A; and third, the Policies. General or preprinted language on an Order does not modify these Master Terms unless it identifies the Section it modifies.

2.3No Other Terms. No preprinted, click-through, or standard terms submitted by Advertiser or Agency, including purchase order terms, vendor portal terms, and agency master terms, apply to the Service or bind Previse unless Previse has agreed to them in a signed writing that identifies them specifically. Advertiser may record a purchase order number on an Order for its own administrative purposes without affecting this Section.

2.4Multiple Orders. The parties may execute any number of Orders. Each Order is a separate contract incorporating these Master Terms, and a default under one Order does not by itself constitute a default under another, except as provided in Section 8.5.

2.5Acceptance. Advertiser accepts and becomes bound by these Master Terms on the earliest to occur of:

  1. execution of an Order Form or Pilot Order by Advertiser or by an Agency on Advertiser’s behalf, including by electronic signature;
  2. registration of an account for the Service by Advertiser or on Advertiser’s behalf, or access to or use of the Previse platform under such an account;
  3. submission of a Self-Serve Order; and
  4. delivery of the first Ad impression for Advertiser.

Each of the foregoing is an independent method of acceptance, and any one of them binds Advertiser to these Master Terms as to the applicable Order.

2.6Campaign Configuration. The Service may be operated by Advertiser on a self-service basis. Advertiser configures its own Campaigns through the Previse platform, including budget, dates, geography, targeting, optimization objective, conversion events, creative, and measurement settings (collectively, “Platform Settings”), and may change them at any time. Platform Settings are not terms of an Order Form, and no amendment or countersignature is required to change them. Previse’s records of the Platform Settings are the authoritative record of them absent manifest error. Where Advertiser submits Platform Settings without an executed Order Form, those settings constitute a Self-Serve Order and are an Order for all purposes under the Agreement, and the following defaults apply: the budget is a cap and not a commitment; payment is by prepayment or authorized payment card; cancellation is effective within two (2) Business Days; and Previse Reporting is the controlling measurement.

2.7Electronic Records and Versioning. The parties consent to transact electronically. Electronic signatures, records of acceptance, and electronically transmitted Orders have the same legal effect as handwritten signatures and paper records under the Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act, and neither party will contest the validity or enforceability of the Agreement on the ground that it was formed electronically. Previse shall maintain a record of each version of these Master Terms and the Policies that has applied to Advertiser, together with the date and time from which that version applied to Advertiser’s account, and shall make that record available to Advertiser on request. The version of these Master Terms in effect when an Order is accepted governs that Order for its duration.

3. THE SERVICE

3.1Delivery. Subject to the Agreement, Previse shall use commercially reasonable efforts to deliver Ads in accordance with the Platform Settings, allocating Advertiser’s budget across available inventory using Previse’s optimization models to pursue the performance goal Advertiser has configured.

3.2No Guarantee of Results. The Service is a goal-based, biddable delivery system. Any target cost per acquisition, return on ad spend, cost per install, CPM, delivery volume, completion rate, or similar figure that Advertiser configures in the Platform Settings or that appears in Previse Reporting is a performance goal and not a guarantee. Previse does not guarantee any level of delivery, any price, any placement, any specific Publisher or app, or any commercial result.

3.3Budget as a Cap. The budget in the Platform Settings is a maximum spend cap and not a minimum commitment. Previse shall not knowingly deliver spend exceeding the stated budget by more than two percent in any calendar month, and Advertiser is not responsible for spend in excess of that amount. This Section 3.3 does not limit amounts payable for delivery resulting from Advertiser’s own change to the Platform Settings.

3.4Ad Review. Ads will not deliver until they have passed Previse’s ad review process. Previse may reject, remove, or suspend delivery of any Ad, Destination, or Campaign that Previse reasonably determines violates the Policies, applicable law, a Publisher’s requirements, or Previse’s contractual obligations to a Publisher. Previse shall notify Advertiser of a rejection and, where practicable, the reason for it, and Advertiser may revise and resubmit.

3.5Inventory and Placement. Ads may be delivered across a rotating set of Publishers and apps. Connected television Ads are generally not clickable. Previse shall apply the inventory inclusions, exclusions, and content-category restrictions in the Platform Settings. Previse does not control Publisher content and does not guarantee any particular content adjacency. If Ads are delivered in violation of an agreed exclusion, Previse shall promptly suspend the affected delivery and issue a credit equal to the media cost of the affected impressions, and that credit is Advertiser’s sole and exclusive remedy.

3.6Changes to the Service. Previse may modify or improve the Service, including its models, bidding logic, inventory sources, and user interface, at any time, provided that Previse shall not materially reduce the core functionality of the Service during the term of an active Order.

3.7Support. Previse shall provide reasonable support by email during U.S. business hours. Any service level commitment applies only if stated on an Order.

4. ADVERTISER RESPONSIBILITIES

4.1Ads. Advertiser shall supply all Ads. Previse does not produce, adapt, or supply advertising creative. Advertiser shall upload its Ads through the Previse platform, together with accurate Destination information, in each case meeting the requirements of the Policies. Previse is not responsible for any delay or shortfall in delivery resulting from Ads that Advertiser has not uploaded or that have not passed ad review.

4.2Responsibility for Advertising. Advertiser is solely responsible for its Ads, the products and services it advertises, its Destinations, its budgets, its targeting and exclusion settings, and the claims it makes.

4.3Compliance. Advertiser shall comply with the Policies and with all laws, regulations, and self-regulatory requirements applicable to its advertising, including those governing advertising claims, endorsements, sweepstakes, subscriptions and negative-option billing, restricted product categories, accessibility, consumer privacy, and children’s data.

4.4Accounts. Advertiser is responsible for the acts and omissions of its users and its Agency and for maintaining the confidentiality of its account credentials.

5. AGENCY AUTHORITY AND PAYMENT LIABILITY

5.1Authority. If an Agency executes an Order on Advertiser’s behalf, the Agency represents and warrants that it is authorized to bind Advertiser to the Agreement and that its actions under the Agreement are within the scope of that authority. Previse may require written confirmation of the agency relationship. By executing an Order or submitting a Self-Serve Order, Agency becomes a party to the Agreement for the purposes of this Section 5 and Sections 7, 10, 15, 16, and 18. Agency shall defend Previse against, and indemnify it for, any claim, loss, or cost, including reasonable attorneys’ fees, arising from a breach of the representation in this Section 5.1. If Advertiser disputes that Agency was authorized, or if the representation in this Section 5.1 is or becomes untrue in any respect, Agency is directly and primarily liable to Previse for all amounts that would otherwise be payable by Advertiser for Ads delivered before Previse receives written notice of the dispute, and Section 5.2 does not apply to those amounts. Agency shall notify Previse in writing promptly if its authority to act for Advertiser is terminated, suspended, or limited, and Agency remains liable under this Section 5.1 for Ads delivered before Previse receives that notice.

5.2Sequential Liability. If an Order designates Sequential Liability, Agency is liable for payment only to the extent it has received cleared funds from Advertiser for the applicable Ads, and Advertiser is solely liable for all other amounts. Agency shall use commercially reasonable efforts to collect and clear funds from Advertiser on a timely basis and shall, on request, confirm whether it holds sufficient advertiser funds. If an Order does not designate Sequential Liability, Agency and Advertiser are jointly and severally liable for all amounts due.

5.3Credit. If Advertiser’s or Agency’s credit becomes impaired, Previse may require prepayment or a deposit and may suspend delivery until it is received.

6. MEASUREMENT, REPORTING, AND BILLING

6.1Controlling Measurement. Previse Reporting is the controlling measurement for all delivery and for all amounts invoiced under the Agreement, unless an Order expressly designates a third-party ad server or mobile measurement partner as the controlling measurement.

6.2Third-Party Measurement. Advertiser may use a mobile measurement partner, ad verification vendor, or third-party ad server that the Service supports and that Previse has approved. Previse shall provide reasonable cooperation and access to non-proprietary delivery statistics to support reconciliation.

6.3Discrepancies. If, over an invoice period, delivery recorded by an approved third-party measurement source is lower than delivery recorded by Previse Reporting by more than ten percent, the parties shall reconcile in good faith within ten (10) Business Days. If the discrepancy is not resolved, Previse shall issue a credit for the portion of the discrepancy exceeding ten percent, and that credit is Advertiser’s sole and exclusive remedy for the discrepancy.

6.4Invalid Traffic. Previse applies commercially reasonable filtration for general and sophisticated invalid traffic consistent with prevailing IAB and MRC guidance and does not invoice for impressions it identifies as invalid. If Advertiser reasonably believes it has been invoiced for invalid traffic, Advertiser must submit a claim with supporting data within ninety (90) days after the activity. Previse’s sole obligation, and Advertiser’s exclusive remedy, is a credit for the affected media.

6.5Attribution. Attribution is performed using Previse’s methodology and the attribution windows in the Platform Settings. Advertiser acknowledges that connected television attribution is probabilistic, that Previse’s attributed results will differ from Advertiser’s internal measurement and from third-party measurement, and that such differences are inherent in the channel and do not constitute a defect in the Service.

6.6Billing Disputes. Advertiser must dispute an invoice in writing, with reasonable supporting detail, within ten (10) days after the invoice date. Amounts not disputed within that period are final and payable. The parties shall work in good faith to resolve disputed amounts. Undisputed amounts remain due on their original due date.

7. FEES, INVOICING, AND PAYMENT

7.1Fees. Advertiser shall pay for media delivered, as measured under Section 6, at the effective CPM cleared by the Service. Unless an Order states otherwise, that price is inclusive of media, Previse’s platform and delivery fee, ad serving, data, and optimization. Third-party costs that Previse passes through, such as third-party verification or measurement vendor fees, will be identified as separate line items on the Order. Previse acts as a principal and not as Advertiser’s agent or fiduciary. Previse purchases media in its own name for resale, and Previse’s compensation includes the difference between the amounts charged to Advertiser and Previse’s costs of media and services.

7.2Prepayment. Advertiser shall prepay by deposit or authorized payment card. Previse shall apply prepaid funds against delivered media and shall make the remaining balance available in the platform. Delivery pauses when prepaid funds are exhausted.

7.3Late Payment. Undisputed amounts not paid when due accrue interest at the lesser of one and one-half percent per month and the maximum rate permitted by law, from the due date until paid. Advertiser shall reimburse Previse’s reasonable costs of collection, including reasonable attorneys’ fees. Previse may suspend delivery on ten (10) days’ written notice of non-payment if the amount remains unpaid at the end of that period.

7.4Taxes. Amounts payable under the Agreement are exclusive of sales, use, value added, goods and services, digital services, and similar taxes, which are Advertiser’s responsibility, other than taxes on Previse’s net income. Advertiser shall provide a valid exemption certificate if applicable.

7.5Payment Method. Payments are made in U.S. dollars. If Advertiser authorizes a payment card, Advertiser authorizes Previse to charge that card for amounts due, including at any billing threshold stated on the Order.

7.6Refunds. Prepaid amounts that remain undelivered at the end of an Order will, at Advertiser’s election, be refunded within thirty (30) days or carried forward to a subsequent Order. Ad Credits are not refundable in cash. If Advertiser does not elect a refund or carry-forward within twelve (12) months after the end of the applicable Order, Previse will give notice to Advertiser at its address of record, and any remaining balance will thereafter be handled in accordance with applicable unclaimed property law.

8. TERM, CANCELLATION, AND TERMINATION

8.1Term. These Master Terms take effect on the effective date of the first Order and continue until the last Order has expired or been terminated.

8.2Cancellation by Advertiser. Advertiser may pause or cancel any Campaign at any time through the platform or by written notice. Cancellation is effective no later than two (2) Business Days after Previse receives notice. Advertiser remains responsible for media delivered through the effective time of cancellation and for custom production charges and third-party costs already incurred or irrevocably committed.

8.3Suspension by Previse. Previse may suspend delivery immediately if it reasonably believes that Advertiser’s Ads, Destinations, or data practices violate the Policies, applicable law, or Publisher requirements, or create a risk of harm to Previse, a Publisher, or consumers. Previse shall notify Advertiser and, if the matter is curable, shall restore delivery promptly after cure.

8.4Termination for Convenience. Either party may terminate these Master Terms at any time on written notice to the other. Termination does not affect an Order in flight, which continues under its own terms until it expires or is cancelled under Section 8.2.

8.5Termination for Cause. Either party may terminate any or all Orders and these Master Terms immediately, without notice, if the other party materially breaches the Agreement or becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed or a bankruptcy proceeding commenced against it.

8.6Effect of Termination. On termination, Previse shall cease delivery; Advertiser shall pay all amounts accrued through the effective date of termination; unused Ad Credits are forfeited under Section 9.6; and each party shall, on written request, return or destroy the other party’s Confidential Information, subject to routine backup retention and legal hold. Sections 1, 2.2, 5, 6, 7, 9.6, 10, 11, 12, 13, 14, 15, 16, 17, and 18, together with Exhibit A, survive termination.

9. AD CREDITS

9.1Nature of Ad Credits. Ad Credits are a promotional discount applied against media delivered through the Service. Ad Credits are not currency, a refund, a rebate, a deposit, a security, or a payment obligation of Previse, and they have no cash value.

9.2Earning Ad Credits. An Order may set out an Ad Credit offer. Unless the Order states otherwise:

  1. “Qualifying Spend” means media delivered through the Service that has been invoiced to Advertiser and paid in full, excluding taxes, third-party pass-through costs, amounts satisfied with Ad Credits, and amounts subsequently refunded or reversed;
  2. Ad Credits are earned and issued when the Qualifying Spend threshold stated on the Order is met within the earning period stated on the Order; and
  3. if an Order provides for tiered or matched credits, Ad Credits are earned at each stated threshold.

9.3Application. Issued Ad Credits are applied automatically against media delivered under any active Order for the same Advertiser, before any cash payment is applied, unless the Order caps the share of an invoice that Ad Credits may satisfy. Ad Credits may not be applied to taxes, third-party pass-through costs, custom production charges, or amounts already invoiced.

9.4Expiration. Ad Credits expire on the expiration date stated on the Order or, if no date is stated, ninety (90) days after issuance. Expired Ad Credits are forfeited without notice.

9.5Restrictions. Ad Credits are non-refundable, non-transferable, and non-assignable, and may not be sold, exchanged, or redeemed for cash. Ad Credits may not be combined with other offers unless the Order provides otherwise. Ad Credits issued in respect of an Advertiser that buys through an Agency accrue to the benefit of the Advertiser named on the Order, and Agency shall pass through their full value to that Advertiser.

9.6Forfeiture and Revocation. Unused Ad Credits are forfeited immediately on the earliest to occur of expiration of the Ad Credits, termination of the Agreement or of all Orders for any reason, Advertiser’s failure to pay an undisputed invoice within thirty (30) days after its due date, and Previse’s reasonable determination that the offer has been obtained or used through fraud, abuse, misrepresentation, or circumvention of its terms. Previse may modify, suspend, discontinue, or revoke an Ad Credit offer, and may revoke unused Ad Credits, at any time without notice and without liability.

9.7Taxes. Advertiser is responsible for any tax consequence of receiving or using Ad Credits.

10. CONFIDENTIALITY

10.1Definition. “Confidential Information” means non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Previse’s Confidential Information includes pricing, take rates, inventory sources and terms, model architecture and performance, forecasts, product roadmap, and beta features. Advertiser’s Confidential Information includes Advertiser Data and unreleased creative. The commercial terms of each Order are the Confidential Information of both parties.

10.2Obligations. Recipient shall use Discloser’s Confidential Information only to perform under the Agreement, shall protect it with at least the degree of care it uses for its own confidential information of a similar nature and in no event less than reasonable care, and shall disclose it only to those of its and its Affiliates’ employees, contractors, and professional advisors who need to know it and who are bound by confidentiality obligations at least as protective as those in this Section 10.

10.3Exceptions. Confidential Information does not include information that (a) is or becomes public through no fault of Recipient, (b) was rightfully known to Recipient without obligation of confidence before disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed without reference to Discloser’s Confidential Information.

10.4Compelled Disclosure. Recipient may disclose Confidential Information to the extent required by law, regulation, or court order, provided that Recipient gives Discloser prompt notice where legally permitted and reasonably cooperates in seeking protective treatment.

10.5Relationship to Other Agreements. This Section 10 supersedes any prior non-disclosure agreement between the parties as to the subject matter of the Agreement.

11. DATA

11.1Ownership of Advertiser Data. As between the parties, Advertiser owns Advertiser Data.

11.2License to Previse. Advertiser grants Previse a non-exclusive, worldwide, royalty-free license to host, process, and use Advertiser Data during and after the term of the Agreement to:

  1. deliver, target, pace, bid on, and optimize Advertiser’s Campaigns;
  2. perform measurement, attribution, and identity resolution for Advertiser’s Campaigns;
  3. build and maintain Previse’s identity graph and to train, validate, evaluate, and improve Previse’s models and the Service; and
  4. create and use Aggregated or Deidentified Data for any lawful business purpose.

11.3Limits on Previse’s Use. Notwithstanding Section 11.2, Previse shall not (a) disclose Advertiser Data in a form that identifies Advertiser or any customer of Advertiser to any other advertiser or to any third party, except to service providers bound by obligations at least as protective as those in the Agreement and except as required by law; (b) disclose Advertiser-identifiable campaign performance publicly or to any third party without Advertiser’s consent; or (c) sell Advertiser’s customer lists.

11.4Campaign Data and Previse Materials. As between the parties, Previse owns Campaign Data, Aggregated or Deidentified Data, and the Previse Materials, including all models, model weights, embeddings, scores, predictions, and the identity graph, together with all intellectual property rights in them. Advertiser may access Campaign Data relating to its own Campaigns through Previse Reporting and may use that data for its internal business purposes, including media planning and measurement, but shall not use it to develop a competing bidding, identity, or measurement product and shall not disclose it to a competitor of Previse.

11.5Advertiser Representations Regarding Data. Advertiser represents and warrants that, as to all Advertiser Data it provides or causes to be provided:

  1. Advertiser has provided all legally required notices and obtained all legally required consents and permissions for Previse to use the data as described in Section 11.2, including for cross-context behavioral advertising, targeted advertising, identity resolution, and measurement;
  2. Advertiser maintains a publicly accessible privacy policy that accurately discloses those practices and provides a compliant mechanism for consumers to opt out of the sale or sharing of personal information;
  3. Advertiser will transmit to Previse, in the manner Previse specifies, any consumer opt-out, deletion, or limitation request it receives that applies to data it has provided to Previse; and
  4. the data does not include, and Advertiser will not provide, any category of Restricted Data listed in Section 5 of Exhibit A, except as approved under that Section.

11.6Roles Under U.S. Privacy Law. As to processing under Sections 11.2(a) and 11.2(b), Previse acts as Advertiser’s service provider or processor. As to processing under Sections 11.2(c) and 11.2(d), Previse acts as a third party and as an independent business or controller in its own right, and Advertiser’s disclosure of Advertiser Data for those purposes may constitute a sale or sharing under applicable state privacy laws. Advertiser acknowledges this allocation of roles and accepts the obligations in Section 11.5. Previse shall honor opt-out and deletion requests it receives directly and those that Advertiser transmits to it, in accordance with Exhibit A.

11.7Data Protection Terms. Exhibit A forms part of the Agreement and governs security, subprocessors, incident response, restricted data, and consumer requests.

12. INTELLECTUAL PROPERTY

12.1Advertiser Materials. As between the parties, Advertiser owns its Ads, trademarks, and brand assets. Advertiser grants Previse a non-exclusive, worldwide, royalty-free license, sublicensable to Publishers, ad servers, transcoding vendors, and other service providers solely for delivery, to host, reproduce, transcode, resize, reformat, adapt to technical specifications, distribute, transmit, and publicly perform and display the Ads for the purpose of delivering the Campaign and for ad review, quality assurance, and archival purposes.

12.2Previse Materials. Previse retains all right, title, and interest in the Previse Materials. Advertiser has a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term of the Agreement solely for its internal business purposes. Advertiser shall not (a) reverse engineer, decompile, or attempt to derive the models, bidding logic, or source code of the Service; (b) access the Service in order to develop a competing product; (c) scrape, benchmark, or publish performance data about the Service without Previse’s written consent; or (d) resell or provide access to the Service to any third party other than its Agency acting on its behalf.

12.3Feedback. Previse may use without restriction or obligation any suggestion or feedback that Advertiser provides about the Service.

13. PUBLICITY

Neither party may use the other party’s name, logo, or trademarks, identify the other party as a customer or supplier, or publicly disclose the existence of the parties’ relationship, without the other party’s prior written consent. Consent is specific to the material and the use for which it is given, may be withheld in the other party’s sole discretion, and is not consent to any other material or use. A case study, press release, testimonial, quotation, or performance claim requires the prior written approval of the party being identified, extending to the specific text and figures used. Either party may withdraw its consent as to future use on written notice, and the other party shall cease the use within a reasonable period and is not required to recall or alter materials already distributed.

14. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

14.1Mutual Representations. Each party represents and warrants that it is duly organized and validly existing, that it has full power and authority to enter into the Agreement, and that its performance will comply with applicable law.

14.2Previse Representations. Previse represents and warrants that, to its knowledge, it has the rights and clearances necessary to provide the Service and to deliver Ads on the inventory it makes available, and that it will provide the Service in a professional and workmanlike manner.

14.3Advertiser Representations. Advertiser represents and warrants that (a) it owns or has licensed all rights necessary for Previse to use the Ads as contemplated by the Agreement; (b) the Ads and the products and services they promote comply with applicable law and the Policies; and (c) all claims made in the Ads are truthful and substantiated.

14.4Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 14, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND PREVISE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PREVISE DOES NOT WARRANT ANY LEVEL OF DELIVERY, ANY MEDIA PRICE, ANY ATTRIBUTION ACCURACY, OR ANY BUSINESS RESULT, INCLUDING ANY RETURN ON AD SPEND, COST PER ACQUISITION, CONVERSION RATE, OR MEASURE OF INCREMENTALITY.

15. INDEMNIFICATION

15.1By Previse. Previse shall defend Advertiser, its Affiliates, and their respective officers, directors, and employees against any third-party claim, and shall indemnify them against damages, liabilities, and reasonable costs, including reasonable attorneys’ fees, finally awarded or agreed in settlement, arising from (a) the Service, as provided by Previse and used in accordance with the Agreement, infringing or misappropriating a third party’s United States intellectual property right; (b) Previse’s breach of Section 10 or of Exhibit A; or (c) Previse’s gross negligence or willful misconduct. Previse has no obligation under this Section 15.1 to the extent the claim arises from the Ads, Advertiser Data, Advertiser’s targeting or exclusion decisions, or Advertiser’s combination of the Service with anything not provided by Previse.

15.2By Advertiser. Advertiser shall defend Previse, its Affiliates, its Publishers, and their respective officers, directors, and employees against any third-party claim, and shall indemnify them against damages, liabilities, and reasonable costs, including reasonable attorneys’ fees, finally awarded or agreed in settlement, arising from (a) the Ads, the Destinations, or the products or services advertised, including claims of infringement, misappropriation, defamation, false advertising, and unfair competition; (b) Advertiser Data, including any breach of Section 11.5; (c) Advertiser’s breach of the Policies or of applicable law; or (d) Advertiser’s gross negligence or willful misconduct.

15.3Procedure. The indemnified party shall promptly notify the indemnifying party of the claim, provided that a delay in notice relieves the indemnifying party only to the extent it is prejudiced by the delay; shall give the indemnifying party sole control of the defense and settlement of the claim; and shall provide reasonable cooperation at the indemnifying party’s expense. The indemnified party may participate in the defense with its own counsel at its own expense. The indemnifying party shall not enter into any settlement that imposes liability or an admission on the indemnified party without that party’s prior written consent.

16. LIMITATION OF LIABILITY

16.1Exclusion of Indirect Damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2Cap. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID OR PAYABLE BY ADVERTISER TO PREVISE UNDER THE APPLICABLE ORDER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (B) TWENTY-FIVE THOUSAND U.S. DOLLARS ($25,000).

16.3Exclusions. Sections 16.1 and 16.2 do not apply to (a) Advertiser’s and Agency’s payment obligations, (b) either party’s indemnification obligations under Section 15 or Section 5.1, (c) a party’s unauthorized disclosure or use of the other party’s Confidential Information in breach of Section 10, (d) Advertiser’s breach of Section 12.2, or (e) a party’s fraud or willful misconduct.

16.4Super-Cap for Data and Confidentiality Claims. Notwithstanding Section 16.3, Previse’s total aggregate liability for all claims arising out of or relating to (a) a security incident of the kind described in Section 8 of Exhibit A, (b) Previse’s breach of Exhibit A, or (c) Previse’s unauthorized disclosure or use of Advertiser’s Confidential Information will not exceed the greater of (i) two (2) times the total amounts paid or payable by Advertiser to Previse under all Orders in the twelve (12) months preceding the first event giving rise to the claim and (ii) two hundred fifty thousand U.S. dollars ($250,000) (the “Data Super-Cap”). The Data Super-Cap is a single aggregate limit for all such claims, whether they arise from one event or a series of related events. Section 16.1 applies to claims subject to the Data Super-Cap, except that Section 16.1 does not limit amounts payable to a third party under a claim indemnified by Previse under Section 15.1. This Section 16.4 does not apply to Previse’s fraud or willful misconduct.

16.5Basis of the Bargain. The limitations in this Section 16 are an essential basis of the bargain between the parties, reflect the allocation of risk between them, and apply notwithstanding the failure of any limited remedy of its essential purpose.

17. COMPLIANCE WITH LAW

Each party shall comply with applicable economic sanctions and export control laws. Neither party is, nor is owned or controlled by, a person identified on the Specially Designated Nationals and Blocked Persons List or located in an embargoed territory. Advertiser shall not use the Service to promote goods or services to or on behalf of any sanctioned person or in any embargoed jurisdiction.

18. GENERAL

18.1Force Majeure. Except as to payment obligations, neither party is liable for a delay in or failure of performance caused by conditions beyond its reasonable control, including natural disaster, act of war or terrorism, labor dispute, government action, epidemic, utility or telecommunications failure, and failure of a third-party network or platform. If such a condition continues for more than ten (10) Business Days, either party may cancel the affected Order without penalty.

18.2Assignment. Neither party may assign the Agreement without the other party’s prior written consent, except that either party may assign it in its entirety to a successor in connection with a merger, reorganization, or sale of all or substantially all of its assets, on written notice to the other party. Any other attempted assignment is void.

18.3Notices. Notices must be in writing and sent by email to the notice address stated on the Order, with a copy to Previse at [email protected]. A notice is effective on transmission, unless the sender receives an automated bounce or delivery-failure message, in which case it is not effective until resent successfully. The parties may exchange routine operational communications by email.

18.4Independent Contractors. The parties are independent contractors. The Agreement creates no partnership, joint venture, agency, fiduciary, or employment relationship. Except as expressly provided, the Agreement confers no rights on any third party, except that the indemnified parties identified in Section 15 are intended third-party beneficiaries of that Section.

18.5Non-Exclusivity. The Agreement is non-exclusive, and nothing in it restricts Previse from providing the Service to any other party, including a competitor of Advertiser.

18.6Governing Law, Venue, and Jury Waiver. The Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The state and federal courts located in New Castle County, Delaware have exclusive jurisdiction over any proceeding arising out of or relating to the Agreement, and each party consents to personal jurisdiction in those courts. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY SUCH PROCEEDING. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. Any claim arising out of or relating to the Agreement must be brought within one (1) year after the claim accrues, and each party waives any longer limitations period to the extent permitted by law.

18.7Amendment. Previse may amend these Master Terms and the Policies on thirty (30) days’ notice given by email to Advertiser’s account administrator or within the Previse platform, provided that the version of these Master Terms in effect when an Order is accepted governs that Order for its duration. Changes to the Policies that are required by applicable law, by a Publisher’s requirements, or to address a safety, security, or legal risk take effect on notice and apply to all Orders, including Orders in flight. An Order may be amended only by a writing signed by both parties.

18.8Waiver and Severability. A failure or delay in enforcing a provision of the Agreement is not a waiver of it. If a provision is held unenforceable, it will be limited to the minimum extent necessary and the remainder of the Agreement will remain in effect.

18.9Entire Agreement. The Agreement constitutes the entire agreement between the parties as to its subject matter and supersedes all prior and contemporaneous proposals, understandings, and communications, whether oral or written.

18.10Counterparts. An Order may be executed in counterparts and by electronic signature, each of which is an original and all of which together constitute one instrument.

EXHIBIT A. DATA PROTECTION TERMS

1. Scope and Roles

These Data Protection Terms govern Previse’s processing of personal information in connection with the Service. The roles of the parties are allocated in Section 11.6 of the Master Terms: Previse acts as Advertiser’s service provider or processor for the delivery, optimization, measurement, and attribution of Advertiser’s Campaigns, and as an independent third party, business, or controller for identity graph development, model training, and the creation of Aggregated or Deidentified Data.

2. Compliance

Each party shall comply with the privacy and data protection laws applicable to it, including, as applicable, the California Consumer Privacy Act as amended by the California Privacy Rights Act, the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Texas Data Privacy and Security Act, and comparable state laws, together with applicable self-regulatory frameworks including the Digital Advertising Alliance and Network Advertising Initiative principles.

3. Advertiser Obligations

Advertiser shall (a) provide a clear and conspicuous notice at collection describing the categories of personal information collected and the purposes for which they are used, including cross-context behavioral advertising; (b) maintain a compliant privacy policy and opt-out mechanism, including a “Do Not Sell or Share My Personal Information” link where required; (c) obtain any consent required by law before providing personal information to Previse or deploying the Previse Pixel; (d) configure the Previse Pixel to respect applicable consent signals; and (e) forward to Previse any applicable consumer opt-out or deletion request promptly, and in any event within the period required by applicable law.

4. Previse Obligations

Previse shall (a) process personal information only as permitted by the Agreement and applicable law; (b) honor consumer opt-out and deletion requests it receives directly and those that Advertiser forwards, within the periods required by law; (c) recognize and process opt-out preference signals, including Global Privacy Control, where legally required; (d) maintain the security measures described in Section 6; and (e) impose obligations at least as protective as these Data Protection Terms on its subprocessors.

5. Restricted Data

Advertiser shall not provide to Previse, and shall not configure the Previse Pixel to transmit, any of the following without Previse’s prior written approval and a separate written addendum:

  1. protected health information subject to the Health Insurance Portability and Accountability Act, and other health or medical condition data;
  2. financial account numbers, payment card data, and data subject to the Gramm-Leach-Bliley Act or the Payment Card Industry Data Security Standard;
  3. consumer report information subject to the Fair Credit Reporting Act;
  4. government-issued identification numbers, including Social Security numbers;
  5. precise geolocation data, biometric data, and genetic data;
  6. data relating to an individual known or reasonably believed to be under 18, and data collected from any service directed to children under the Children’s Online Privacy Protection Act;
  7. data revealing racial or ethnic origin, religious belief, immigration status, union membership, sexual orientation, or sex life; and
  8. passwords and credentials.

Direct identifiers. Advertiser shall normalize direct identifiers, such as email addresses and telephone numbers, by lowercasing and trimming whitespace before transmission, and may transmit them either hashed using SHA-256 applied to the normalized value or, where the integration requires, unhashed. Previse hashes unhashed direct identifiers on receipt. An Order may specify a different identifier format or normalization method.

6. Security

Previse shall maintain an information security program with administrative, technical, and physical safeguards appropriate to the nature of the data, including encryption of data in transit using TLS 1.2 or higher and encryption at rest; role-based access control and least-privilege provisioning; multi-factor authentication for administrative access; logging and monitoring; secure software development practices and code review; vulnerability management and patching; annual security awareness training; and a documented incident response plan. Previse hosts data with commercially reputable cloud infrastructure providers in the United States.

7. Subprocessors

Previse may engage subprocessors to provide the Service, including cloud infrastructure, data enrichment, identity, and measurement providers. Previse shall maintain a current list of subprocessors and make it available on request, shall impose data protection obligations at least as protective as these Data Protection Terms on each subprocessor, and remains responsible for each subprocessor’s performance. Previse shall give reasonable advance notice of a new subprocessor that will process Advertiser Data in identifiable form. If Advertiser reasonably objects on data protection grounds within ten (10) Business Days after that notice, the parties shall discuss the objection in good faith, and if it cannot be resolved Advertiser may terminate the affected Order without penalty.

8. Security Incidents

Previse shall notify Advertiser without undue delay, and in any event within seventy-two (72) hours, after confirming a security incident that resulted in unauthorized access to or disclosure of Advertiser Data in Previse’s possession. The notice will describe the nature of the incident, the data involved, and the remediation taken or planned, in each case to the extent known. Previse shall provide reasonable cooperation with Advertiser’s investigation and with legally required notifications. An initial notice is not an admission of fault or liability.

9. Deletion and Return

On termination and written request, Previse shall delete or return Advertiser Data within ninety (90) days, excluding (a) Aggregated or Deidentified Data, (b) Campaign Data, (c) model parameters, weights, and embeddings derived from Advertiser Data, (d) data retained to comply with law or as evidence of the parties’ dealings, and (e) data in routine archival backups, which will be deleted on the ordinary backup cycle.

10. Audit

Not more than once in any twelve-month period, and on thirty (30) days’ written notice, Advertiser may request that Previse complete a reasonable written security questionnaire or provide a summary of its most recent third-party assessment, in each case subject to confidentiality. On-site audits are not permitted absent a security incident affecting Advertiser Data or a specific legal requirement.

11. International Transfers

Where Advertiser transfers to Previse personal data subject to the General Data Protection Regulation or the UK GDPR, the parties incorporate the standard contractual clauses approved by Commission Implementing Decision (EU) 2021/914, using Module One for processing under Sections 11.2(c) and 11.2(d) of the Master Terms and Module Two for processing under Sections 11.2(a) and 11.2(b), together with the UK International Data Transfer Addendum where applicable. Annex I is populated by the Order and these Data Protection Terms, and Annex II is Section 6 of these Data Protection Terms.

Published 2 September 2026. Source SHA-256 635ff636b7e7bcb871b7434ea129c47593defe783d1f74a2332c8702d361c2a0.