Google Ads Advertising Program Terms and Conditions

These Terms govern Customer’s participation in Google’s advertising campaigns and services (i) that are accessible through the account(s) provided to Customer in connection with these Terms or (ii) that reference or are covered by these Terms (collectively, “Campaigns”). Please read these Terms carefully. They require the use of binding individual arbitration to resolve disputes, in place of a jury trial or a class action. 1 Campaigns. Customer authorizes Google and its affiliates to place Customer’s advertising materials, production data (feed data) and technology (collectively, the “Ads” or the “Creative”) on any content or property (individually, a “Property”) supplied by Google or its affiliates on behalf of Google or, where applicable, on behalf of a third party (“Partner”). Customer is solely responsible for all of the following: (i) the Ads, (ii) traffic or ad targeting decisions (e.g. keywords) (“Targets”), (iii) the destinations to which the Ads send visitors (e.g. landing pages, mobile applications) as well as the associated URLs, waypoints and redirects (“Destinations”), and (iv) the products and services promoted on the Destinations (collectively, the “Services”). The Campaign is an advertising platform on which the Partner authorizes Google and its affiliates to use automated tools to format Ads. Google and its affiliates may also make certain optional Campaign features available to Customer to help select or generate Targets, Ads or Destinations. Customer is not required to authorize the use of these optional features and may, where applicable, opt in to or opt out of using them. However, if Customer uses these features, Customer will be solely responsible for the Targets, the Ads and the Destinations. Google and its affiliates or its Partners may reject or remove a specific Target, Ad or Destination at any time for one reason or another. Google and its affiliates may modify or cancel the Campaigns at any time. Customer acknowledges that Google or its affiliates may take part in Campaign auctions to support its (their) own products and services. Certain Campaign features are identified as “Beta” or as otherwise unsupported or confidential (“Beta Features”). Customer may not disclose any information obtained from the Beta Features, or the terms or the existence of any non-public Beta Feature. 2 Policies. Customer is solely responsible for its use of the Campaigns (e.g. access to and use of the accounts and of the usernames and passwords that protect the Campaigns) (“Use”). Use of the Campaigns is subject to Google’s policies available at google.com/ads/policies and to any other policies Google makes available to Customer, including Partner policies and, to the extent applicable, Google’s EU User Consent Policy available at privacy.google.com/businesses/userconsentpolicy (in each case, as amended from time to time, the “Policies”). Customer also authorizes Google to modify the Ads as described in the Policies. In connection with the Campaign, Google will comply with the Google Privacy Policy available at google.com/policies/privacy(as amended from time to time). To the extent that Use of the Campaign falls within their scope, Google and Customer will comply, where applicable, with (i) the Google Ads Controller-Controller Data Protection Terms available at privacy.google.com/businesses/controllerterms; or (ii) the Google Ads Data Processing Terms at privacy.google.com/businesses/processorterms (together, the “EU Data Handling Terms”). Google will not amend the EU Data Handling Terms except as expressly permitted in the EU Data Handling Terms. Customer will not, and will not authorize any third party to, do any of the following: (i) generate fraudulent or otherwise invalid automated impressions, queries, clicks or conversions, (ii) conceal conversions for the Campaigns where they must be disclosed, (iii) use any automated means to scrape or extract data in order to access, query or otherwise collect Google advertising information from any Property, unless expressly authorized by Google, or (iv) attempt to interfere with the proper functioning of the Campaigns. Customer will direct communications concerning Ads on Partner Properties under these Terms solely to Google. 3 Display Ads. (a) Customer will not supply Ads that contain, or that connect to, malware, spyware or unwanted software or any other malicious code, and will not knowingly breach or circumvent any Campaign security measure. (b) Customer may use an ad server solely for the purpose of serving or tracking Ads within Campaigns that allow third-party served Ads, and only if Google has authorized that ad server to take part in the Campaign. Google will run Customer’s ad server tags so that they are functional. (c) For online impressions of display ads billed on a CPM or vCPM basis (“Display Ads”), if Google’s applicable impression number (“IN”) for a Campaign exceeds the third-party ad server (“TPAS”) IN by more than 10% over the billing period, Customer will facilitate reconciliation efforts between Google and the TPAS. If the discrepancy is not resolved, Customer’s sole remedy is to submit a claim within the 60 days following the invoice date (“Claim Period”). If Google considers the claim valid, Google will provide Customer with advertising credits equal to (90% of Google’s IN minus the TPAS IN) multiplied by the average campaign CPM or vCPM (as applicable) reported by Google over the billing period. Any advertising credits issued must be used by Customer within the 60 days following issuance (“Expiration Date”), and Google may suspend Customer’s authorization to use that TPAS provider and suspend or cancel the effectiveness of the discrepancy resolution provisions of this Section for that TPAS provider. Measurements from the TPAS whose ad server tags are supplied to Google will be used in the discrepancy resolution calculations above. Google may require that discrepancy records be supplied directly by the TPAS to Google. Customer will not be credited for discrepancies caused by the TPAS failing to serve the Ads. 4 Testing. Customer authorizes Google and its affiliates to run tests on a regular basis that may affect Customer’s Use of the Campaigns, including Ad formatting, Targets, Destinations, quality, ranking, performance, pricing and bid adjustments. To ensure the timeliness and the validity of test results, Customer authorizes Google to run these tests without notice to, or compensation of, Customer. 5 Cancelling ads. Unless a Policy, the Campaign user interface or a contract referencing these Terms (an “IO”) provides otherwise, either party may cancel any Ad at any time before the next auction or the first Ad placement, but if Customer cancels an Ad after a commitment date indicated by Google (e.g. a reservation campaign), Customer owes any cancellation fee communicated by Google to Customer and the Ad may still be published. Cancelled Ads will generally stop being served within 8 business hours or as described in the Policy or the IO, and Customer remains obligated to pay all charges arising from served Ads (e.g. conversion-based charges). Customer must cancel Ads (i) online through Customer’s account if the functionality is available, (ii) if that functionality is not available, by delivering notice to Google by email to Customer’s account representative, or (iii) if that functionality is not available and Customer has no account representative, by delivering notice to Google by email to ads-support@google.com. Customer will not be released from any payment obligation for Ads not submitted, or submitted by Customer after the deadline indicated by Google. Google will not be bound by an IO supplied by a Customer. 6 Warranty, rights and obligations. Customer warrants (a) that it holds, and hereby grants to Google, its affiliates and its Partners, rights in the Ads, the Destinations and the Targets so that Google, its affiliates and its Partners can run the Google Campaigns (including, in the case of production data, after Customer stops using the Campaigns) and (b) that all information and authorizations supplied by Customer are complete, correct and current. Customer authorizes Google and its affiliates to automate retrieval and analysis and to create test references in order to access the Destinations for Campaign purposes. By providing a telephone or mobile number to Google in connection with the Campaigns, Customer authorizes Google, its affiliates and their agents to call the telephone numbers supplied (standard call rates may apply), including by an automatic telephone dialling system, for Campaign purposes. However, Google will not rely on this authorization to place automated calls for marketing purposes. Customer warrants that it is authorized to act on behalf of, and has bound to these Terms, each of the third parties, if any, for whom Customer advertises in connection with these Terms (“Advertiser”), and any reference to Customer in these Terms applies equally to the Advertiser, where applicable. If for any reason Customer has not bound an Advertiser to these Terms, Customer will be responsible for performing any obligation the Advertiser would have had under these Terms had the Advertiser been bound. If Customer uses a Campaign on its own behalf, it will be deemed to be both Customer and Advertiser. Customer will supply the Advertiser with reporting data at least once a month, disclosing the absolute dollars spent on Google and the performance (at a minimum, cost and a minimum number of user clicks and impressions on that Advertiser’s account) in a reasonably visible location. Google may, at an Advertiser’s request, share Advertiser-specific information with the Advertiser. 7 Makegoods. For reserved Display Ads, Google will deliver any agreed total number of Display Ads by the end of the campaign; however, if Google does not do so, Customer’s sole remedy is to submit a claim during the Claim Period. If Google confirms that the claim is accurate, it will not charge Customer for the undelivered Display Ads or, if Customer has already paid, at Google’s reasonable discretion, Google will provide (i) advertising credits, which must be used before the Expiration Date, (ii) a placement of the Display Ads in a location Google considers comparable within 60 days of Google confirming the accuracy of the claim or (iii) an extension of the campaign duration. Google cannot guarantee that any auction Ad will be delivered and, as a result, makegoods do not apply to auction Ads. 8 Payment. Customer will pay all charges incurred in connection with a Campaign, by a payment method approved by Google for that Customer (as amended from time to time), within a commercially reasonable period indicated by Google (e.g. in the Campaign user interface or the IO). Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if lower). Charges are exclusive of taxes. Customer will pay (i) all taxes and other government charges and (ii) the reasonable expenses and legal fees Google incurs in collecting late payments that are not disputed in good faith. Charges are based on the billing criteria of the applicable Campaign (e.g. clicks, impressions or conversions). Any portion of charges not disputed in good faith must be paid in full. Neither party may offset any payment owed under these Terms against any other payment made under these Terms. Google may, in its sole discretion, extend, review or revoke credit at any time. Google is not required to serve any Ad in excess of any credit limit. If Google does not serve Ads against the selected Targets or Destinations, Customer’s sole remedy is to submit a claim for advertising credits during the Claim Period. Google will then issue the credits after validating the claim, and they must be used before the Expiration Date. Customer understands that third parties may generate impressions or clicks on Customer’s Ads for prohibited or improper purposes and, in that case, Customer’s sole remedy is to submit a claim for advertising credits during the Claim Period. Google will then issue credits after validating the claim, and they must be used before the Expiration Date. TO THE FULLEST EXTENT PERMITTED BY LAW, (A) CUSTOMER WAIVES ALL CLAIMS RELATING TO ANY CAMPAIGN CHARGES UNLESS A CLAIM IS MADE DURING THE CLAIM PERIOD AND (B) THE ISSUANCE OF ADVERTISING CREDITS (IF ANY) IS AT GOOGLE’S REASONABLE DISCRETION AND, IF ISSUED, THEY MUST BE USED BEFORE THE EXPIRATION DATE. 9 Disclaimer. TO THE FULLEST EXTENT PERMITTED BY LAW, GOOGLE, ON ITS OWN BEHALF AND ON BEHALF OF ITS PARTNERS AND AFFILIATES, DISCLAIMS ALL IMPLIED, STATUTORY OR OTHER WARRANTIES, INCLUDING NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE, AS WELL AS ANY WARRANTIES ARISING FROM TRADE USAGE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE CAMPAIGNS AND THE PROPERTIES OF GOOGLE AND OF THE PARTNERS ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, AND CUSTOMER USES THEM AT ITS OWN RISK. GOOGLE, ITS AFFILIATES AND ITS PARTNERS MAKE NO WARRANTY IN CONNECTION WITH THE CAMPAIGNS OR THE RESULTS OF THE CAMPAIGNS. GOOGLE DOES NOT PROMISE TO INFORM CUSTOMER OF DEFECTS OR ERRORS. 10 Limitation of liability. EXCEPT FOR SECTION 11 AND CUSTOMER’S BREACHES OF SECTIONS 3(A), 14(E) OR OF THE LAST SENTENCE OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW AND REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (a) GOOGLE, CUSTOMER AND THEIR RESPECTIVE AFFILIATES WILL NOT BE LIABLE UNDER THESE TERMS, OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH OTHER TYPES OF DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY; AND (b) WITH THE EXCEPTION OF CUSTOMER’S PAYMENT OBLIGATIONS UNDER THESE TERMS, GOOGLE, CUSTOMER AND THEIR RESPECTIVE AFFILIATES WILL NOT BE LIABLE FOR DAMAGES UNDER THESE TERMS, OR ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THESE TERMS, FOR ANY EVENT OR SERIES OF RELATED EVENTS, DETERMINED IN THE AGGREGATE, IN EXCESS OF THE AMOUNT PAYABLE TO GOOGLE BY CUSTOMER UNDER THE TERMS IN THE THIRTY DAYS PRECEDING THE DATE OF THE ACTIVITY THAT ORIGINALLY GAVE RISE TO THE CLAIM. 11 Indemnification. Customer will defend and indemnify Google, its Partners, its agents, its affiliates and its licensors against all liabilities, damages, losses, costs, fees (including legal fees) and expenses relating to an allegation or legal proceeding brought by a third party to the extent that it arises out of or is connected with the Ads, Targets, Destinations, Services, Use or any breach of these Terms by Customer. The Partners are intended third-party beneficiaries of this Section. 12 Changes to the Terms. Google may make non-material changes to these Terms at any time, without notice; however, in the event of material changes to these Terms, Google will provide notice. The Terms will be available at www.google.com/ads/terms. Changes to the Terms will not apply retroactively and will take effect 7 days after they are posted. However, changes made for legal reasons will take effect immediately upon notice. Either party may terminate these Terms at any time by delivering notice to the other party, but (i) campaigns not cancelled under Section 5 and new campaigns may be run and booked and (ii) continued use of the campaign is, in each case, subject to Google’s general terms and conditions then in effect for the Campaigns (available at www.google.com/ads/terms). Google may suspend Customer’s ability to take part in the Campaigns at any time. In all cases, running any Customer campaign after termination is at Google’s sole discretion. 13 Dispute resolution agreement. A. Negotiation. In the event of a dispute arising out of or in connection with these Terms (each, a “Dispute”), the parties will make good-faith efforts to resolve the Dispute within 60 days of the written notice sent by the other party reporting the Dispute. If the parties are unable or unwilling to resolve the Dispute within that period, the Dispute will be finally settled by arbitration administered by the International Center for Dispute Resolution (“ICDR”) in accordance with its International Arbitration Rules (the “Rules”). This arbitration agreement is intended to be interpreted broadly and applies in particular to all claims brought by or against (i) Google, the Google affiliates that supply the Campaigns to Customer or to the Advertiser, Google’s parent companies and the respective officers, directors, employees, agents, predecessors, successors and assigns of those entities and (ii) Customer or the Advertiser, the respective affiliates and parent companies of Customer or of the Advertiser, as well as the officers, directors, employees, agents, predecessors, successors and assigns of those entities. B. Arbitration procedures. The arbitration will take place in Santa Clara County, California. The arbitral tribunal will be made up of three arbitrators. The claimant(s) will choose one arbitrator in accordance with the Rules and the respondent(s) will choose the second arbitrator in accordance with the Rules. If the parties fail to agree on the third arbitrator (the “Chairperson”) within 20 days of the confirmation of the second, the ICDR will appoint the Chairperson in accordance with the Rules. The arbitration will be conducted in English. Unless the law provides otherwise, the existence, the content and the results of any arbitration proceeding, including any documents or evidence produced, will be strictly confidential. The arbitral award will be final and binding on the parties, and judgment enforcing that award may be entered by any court of competent jurisdiction. The arbitrators will not be bound by decisions rendered in other arbitrations to which Customer or the Advertiser is not a party. The arbitrators will have the ability to order protective measures or declaratory relief, whether interim or final, solely in favour of the party seeking that relief and only to the extent necessary to provide the remedy justified by that party’s claim, without affecting other users or other Google Customers or Advertisers. Any interim measures ordered by the arbitrators may be enforced by a court of competent jurisdiction. Nothing in these Terms prevents a party from seeking any individualized interim or preliminary relief from a court of competent jurisdiction, and no such application to a court will be considered incompatible with the arbitration agreement or a waiver of the right to arbitrate. C. No class arbitration. CUSTOMER, THE ADVERTISER AND GOOGLE AGREE THAT EACH OF THEM MAY BRING CLAIMS AGAINST THE OTHERS ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR PARTICIPANT IN ANY PURPORTED CLASS ACTION, REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL PROCEEDING. Google, Customer and the Advertiser agree that, by entering into this arbitration agreement, they waive their respective rights to a jury trial and to any class or representative action. Unless all affected parties agree otherwise in writing, the arbitrators may not preside over representative proceedings or class actions. If a court decides that applicable law prevents the enforcement of any of the limitations set out in this article as to a given claim, that claim (and only that claim) must be severed from the arbitration and brought before a court. 14 Miscellaneous. (a) ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE CAMPAIGN TERMS WILL BE GOVERNED BY THE LAW OF THE STATE OF CALIFORNIA, EXCLUDING CALIFORNIA’S CONFLICT OF LAWS RULES, EXCEPT WHERE CALIFORNIA LAW IS CONTRARY TO UNITED STATES FEDERAL LAW OR WHERE UNITED STATES FEDERAL LAW PREVAILS OVER CALIFORNIA LAW. (b) EXCEPT AS OTHERWISE PROVIDED IN SECTION 13, AND ONLY WHERE SECTION 13 IS NOT ENFORCED FOR A CLAIM OR A DISPUTE, ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR TO THE CAMPAIGNS WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, UNITED STATES. THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. (c) Customer will not seek any protective measure for patent infringement in connection with the Campaigns in any proceeding brought during the term of these Terms, and for one year from their termination. (d) These Terms constitute the entire agreement between the parties in relation to their subject matter and replace any prior or current agreement covering that subject matter. (e)Customer may not make any public statement concerning the relationship contemplated by these Terms (unless required by law). (f) All notices of termination or of breach, or under Section 13, must be in writing and addressed to the other party’s Legal Department (or, if the other party has no known Legal Department, to the other party’s primary contact or to any other stated address). The email address for notices to be sent to Google’s Legal Department is legal-notices@google.com. All other notices intended for Customer must be made in writing and sent to an email address associated with Customer’s account. All other notices intended for Google must be in writing and addressed to Customer’s primary contact at Google or delivered by any other means offered by Google. Notices will be considered given at the time they are received, a time that may be confirmed by a written or electronic acknowledgment of receipt. These notice requirements do not apply to service of legal process, which is instead governed by applicable law. (g) Except with respect to changes made to these Terms by Google under Section 12, any amendment must be accepted by both parties and must expressly state that it amends these Terms. Neither party will be considered to have waived a right by failing to exercise (or by delaying the exercise of) a right under these Terms. Except as otherwise provided in Section 13(C), if any provision of these Terms proves unenforceable, that provision will be removed and the balance of the Terms will remain in full force and effect. (h) Neither party may assign any part of these Terms without the written consent of the other party, except that (A) Google may assign all or part of its rights and/or obligations under these Terms to an affiliate if Google notifies Customer of the assignment, and (B) Customer may assign all of its rights and obligations under these Terms to an affiliate, but only if (I) the assignee agrees in writing to be bound by these Terms, (II) Customer remains responsible for the obligations under these Terms if the assignee defaults on them and (III) Customer has notified Google of the assignment. In addition, Google may assign any debt owed to it by Customer to a third party without Customer’s consent. Any other attempted transfer or assignment is null and void. (i) Except as otherwise provided in Sections 11 and 13, there are no third-party beneficiaries of these Terms. (j) These Terms do not create any agency, partnership or joint venture between the parties. (k) Sections 1 (last sentence only) and 8 through 14 will survive termination of these Terms. (l) Except with respect to payment obligations, neither party nor its affiliates is responsible for failure or delay in performance to the extent caused by circumstances beyond its control. April 16, 2018

Google LLC Advertising Campaign Terms

     These Google LLC Advertising Campaign Terms (“Terms”) are entered into by Google LLC (“Google”) and the entity signing these Terms or accepting these Terms electronically (“Customer”). These Terms govern Customer’s participation in Google’s advertising campaigns and services (i) that are accessible through the account(s) provided to Customer in connection with these Terms or (ii) that reference or are covered by these Terms (collectively, “Campaigns”). Please read these Terms carefully. They require the use of binding individual arbitration to resolve disputes, in place of a jury trial or a class action.

1      Campaigns. Customer authorizes Google and its affiliates to place Customer’s advertising materials, production data (feed data) and technology (collectively, the “Ads” or the “Creative”) on any content or property (individually, a “Property”) supplied by Google or its affiliates on behalf of Google or, where applicable, on behalf of a third party (“Partner”). Customer is solely responsible for all of the following: (i) the Ads, (ii) traffic or ad targeting decisions (e.g. keywords) (“Targets”), (iii) the destinations to which the Ads send visitors (e.g. landing pages, mobile applications) as well as the associated URLs, waypoints and redirects (“Destinations”), and (iv) the products and services promoted on the Destinations (collectively, the “Services”). The Campaign is an advertising platform on which the Partner authorizes Google and its affiliates to use automated tools to format Ads. Google and its affiliates may also make certain optional Campaign features available to Customer to help select or generate Targets, Ads or Destinations. Customer is not required to authorize the use of these optional features and may, where applicable, opt in to or opt out of using them. However, if Customer uses these features, Customer will be solely responsible for the Targets, the Ads and the Destinations. Google and its affiliates or its Partners may reject or remove a specific Target, Ad or Destination at any time for one reason or another. Google and its affiliates may modify or cancel the Campaigns at any time. Customer acknowledges that Google or its affiliates may take part in Campaign auctions to support its (their) own products and services. Certain Campaign features are identified as “Beta” or as otherwise unsupported or confidential (“Beta Features”). Customer may not disclose any information obtained from the Beta Features, or the terms or the existence of any non-public Beta Feature.

2      Policies. Customer is solely responsible for its use of the Campaigns (e.g. access to and use of the accounts and of the usernames and passwords that protect the Campaigns) (“Use”). Use of the Campaigns is subject to Google’s policies available at google.com/ads/policies and to any other policies Google makes available to Customer, including Partner policies and, to the extent applicable, Google’s EU User Consent Policy available at privacy.google.com/businesses/userconsentpolicy (in each case, as amended from time to time, the “Policies”). Customer also authorizes Google to modify the Ads as described in the Policies. In connection with the Campaign, Google will comply with the Google Privacy Policy available at google.com/policies/privacy(as amended from time to time). To the extent that Use of the Campaign falls within their scope, Google and Customer will comply, where applicable, with (i) the Google Ads Controller-Controller Data Protection Terms available at privacy.google.com/businesses/controllerterms; or (ii) the Google Ads Data Processing Terms at privacy.google.com/businesses/processorterms (together, the “EU Data Handling Terms”). Google will not amend the EU Data Handling Terms except as expressly permitted in the EU Data Handling Terms. Customer will not, and will not authorize any third party to, do any of the following: (i) generate fraudulent or otherwise invalid automated impressions, queries, clicks or conversions, (ii) conceal conversions for the Campaigns where they must be disclosed, (iii) use any automated means to scrape or extract data in order to access, query or otherwise collect Google advertising information from any Property, unless expressly authorized by Google, or (iv) attempt to interfere with the proper functioning of the Campaigns. Customer will direct communications concerning Ads on Partner Properties under these Terms solely to Google.

3      Display Ads. (a) Customer will not supply Ads that contain, or that connect to, malware, spyware or unwanted software or any other malicious code, and will not knowingly breach or circumvent any Campaign security measure. (b) Customer may use an ad server solely for the purpose of serving or tracking Ads within Campaigns that allow third-party served Ads, and only if Google has authorized that ad server to take part in the Campaign. Google will run Customer’s ad server tags so that they are functional. (c) For online impressions of display ads billed on a CPM or vCPM basis (“Display Ads”), if Google’s applicable impression number (“IN”) for a Campaign exceeds the third-party ad server (“TPAS”) IN by more than 10% over the billing period, Customer will facilitate reconciliation efforts between Google and the TPAS. If the discrepancy is not resolved, Customer’s sole remedy is to submit a claim within the 60 days following the invoice date (“Claim Period”). If Google considers the claim valid, Google will provide Customer with advertising credits equal to (90% of Google’s IN minus the TPAS IN) multiplied by the average campaign CPM or vCPM (as applicable) reported by Google over the billing period. Any advertising credits issued must be used by Customer within the 60 days following issuance (“Expiration Date”), and Google may suspend Customer’s authorization to use that TPAS provider and suspend or cancel the effectiveness of the discrepancy resolution provisions of this Section for that TPAS provider. Measurements from the TPAS whose ad server tags are supplied to Google will be used in the discrepancy resolution calculations above. Google may require that discrepancy records be supplied directly by the TPAS to Google. Customer will not be credited for discrepancies caused by the TPAS failing to serve the Ads.

4      Testing. Customer authorizes Google and its affiliates to run tests on a regular basis that may affect Customer’s Use of the Campaigns, including Ad formatting, Targets, Destinations, quality, ranking, performance, pricing and bid adjustments. To ensure the timeliness and the validity of test results, Customer authorizes Google to run these tests without notice to, or compensation of, Customer.

5      Cancelling ads. Unless a Policy, the Campaign user interface or a contract referencing these Terms (an “IO”) provides otherwise, either party may cancel any Ad at any time before the next auction or the first Ad placement, but if Customer cancels an Ad after a commitment date indicated by Google (e.g. a reservation campaign), Customer owes any cancellation fee communicated by Google to Customer and the Ad may still be published. Cancelled Ads will generally stop being served within 8 business hours or as described in the Policy or the IO, and Customer remains obligated to pay all charges arising from served Ads (e.g. conversion-based charges). Customer must cancel Ads (i) online through Customer’s account if the functionality is available, (ii) if that functionality is not available, by delivering notice to Google by email to Customer’s account representative, or (iii) if that functionality is not available and Customer has no account representative, by delivering notice to Google by email to ads-support@google.com. Customer will not be released from any payment obligation for Ads not submitted, or submitted by Customer after the deadline indicated by Google. Google will not be bound by an IO supplied by a Customer.

6      Warranty, rights and obligations. Customer warrants (a) that it holds, and hereby grants to Google, its affiliates and its Partners, rights in the Ads, the Destinations and the Targets so that Google, its affiliates and its Partners can run the Google Campaigns (including, in the case of production data, after Customer stops using the Campaigns) and (b) that all information and authorizations supplied by Customer are complete, correct and current. Customer authorizes Google and its affiliates to automate retrieval and analysis and to create test references in order to access the Destinations for Campaign purposes. By providing a telephone or mobile number to Google in connection with the Campaigns, Customer authorizes Google, its affiliates and their agents to call the telephone numbers supplied (standard call rates may apply), including by an automatic telephone dialling system, for Campaign purposes. However, Google will not rely on this authorization to place automated calls for marketing purposes. Customer warrants that it is authorized to act on behalf of, and has bound to these Terms, each of the third parties, if any, for whom Customer advertises in connection with these Terms (“Advertiser”), and any reference to Customer in these Terms applies equally to the Advertiser, where applicable. If for any reason Customer has not bound an Advertiser to these Terms, Customer will be responsible for performing any obligation the Advertiser would have had under these Terms had the Advertiser been bound. If Customer uses a Campaign on its own behalf, it will be deemed to be both Customer and Advertiser. Customer will supply the Advertiser with reporting data at least once a month, disclosing the absolute dollars spent on Google and the performance (at a minimum, cost and a minimum number of user clicks and impressions on that Advertiser’s account) in a reasonably visible location. Google may, at an Advertiser’s request, share Advertiser-specific information with the Advertiser.

7      Makegoods. For reserved Display Ads, Google will deliver any agreed total number of Display Ads by the end of the campaign; however, if Google does not do so, Customer’s sole remedy is to submit a claim during the Claim Period. If Google confirms that the claim is accurate, it will not charge Customer for the undelivered Display Ads or, if Customer has already paid, at Google’s reasonable discretion, Google will provide (i) advertising credits, which must be used before the Expiration Date, (ii) a placement of the Display Ads in a location Google considers comparable within 60 days of Google confirming the accuracy of the claim or (iii) an extension of the campaign duration. Google cannot guarantee that any auction Ad will be delivered and, as a result, makegoods do not apply to auction Ads.

8      Payment. Customer will pay all charges incurred in connection with a Campaign, by a payment method approved by Google for that Customer (as amended from time to time), within a commercially reasonable period indicated by Google (e.g. in the Campaign user interface or the IO). Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if lower). Charges are exclusive of taxes. Customer will pay (i) all taxes and other government charges and (ii) the reasonable expenses and legal fees Google incurs in collecting late payments that are not disputed in good faith. Charges are based on the billing criteria of the applicable Campaign (e.g. clicks, impressions or conversions). Any portion of charges not disputed in good faith must be paid in full. Neither party may offset any payment owed under these Terms against any other payment made under these Terms. Google may, in its sole discretion, extend, review or revoke credit at any time. Google is not required to serve any Ad in excess of any credit limit. If Google does not serve Ads against the selected Targets or Destinations, Customer’s sole remedy is to submit a claim for advertising credits during the Claim Period. Google will then issue the credits after validating the claim, and they must be used before the Expiration Date. Customer understands that third parties may generate impressions or clicks on Customer’s Ads for prohibited or improper purposes and, in that case, Customer’s sole remedy is to submit a claim for advertising credits during the Claim Period. Google will then issue credits after validating the claim, and they must be used before the Expiration Date. TO THE FULLEST EXTENT PERMITTED BY LAW, (A) CUSTOMER WAIVES ALL CLAIMS RELATING TO ANY CAMPAIGN CHARGES UNLESS A CLAIM IS MADE DURING THE CLAIM PERIOD AND (B) THE ISSUANCE OF ADVERTISING CREDITS (IF ANY) IS AT GOOGLE’S REASONABLE DISCRETION AND, IF ISSUED, THEY MUST BE USED BEFORE THE EXPIRATION DATE.

9      Disclaimer. TO THE FULLEST EXTENT PERMITTED BY LAW, GOOGLE, ON ITS OWN BEHALF AND ON BEHALF OF ITS PARTNERS AND AFFILIATES, DISCLAIMS ALL IMPLIED, STATUTORY OR OTHER WARRANTIES, INCLUDING NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE, AS WELL AS ANY WARRANTIES ARISING FROM TRADE USAGE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE CAMPAIGNS AND THE PROPERTIES OF GOOGLE AND OF THE PARTNERS ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, AND CUSTOMER USES THEM AT ITS OWN RISK. GOOGLE, ITS AFFILIATES AND ITS PARTNERS MAKE NO WARRANTY IN CONNECTION WITH THE CAMPAIGNS OR THE RESULTS OF THE CAMPAIGNS. GOOGLE DOES NOT PROMISE TO INFORM CUSTOMER OF DEFECTS OR ERRORS.

10      Limitation of liability. EXCEPT FOR SECTION 11 AND CUSTOMER’S BREACHES OF SECTIONS 3(A), 14(E) OR OF THE LAST SENTENCE OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW AND REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (a) GOOGLE, CUSTOMER AND THEIR RESPECTIVE AFFILIATES WILL NOT BE LIABLE UNDER THESE TERMS, OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH OTHER TYPES OF DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY; AND (b) WITH THE EXCEPTION OF CUSTOMER’S PAYMENT OBLIGATIONS UNDER THESE TERMS, GOOGLE, CUSTOMER AND THEIR RESPECTIVE AFFILIATES WILL NOT BE LIABLE FOR DAMAGES UNDER THESE TERMS, OR ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THESE TERMS, FOR ANY EVENT OR SERIES OF RELATED EVENTS, DETERMINED IN THE AGGREGATE, IN EXCESS OF THE AMOUNT PAYABLE TO GOOGLE BY CUSTOMER UNDER THE TERMS IN THE THIRTY DAYS PRECEDING THE DATE OF THE ACTIVITY THAT ORIGINALLY GAVE RISE TO THE CLAIM.

11      Indemnification. Customer will defend and indemnify Google, its Partners, its agents, its affiliates and its licensors against all liabilities, damages, losses, costs, fees (including legal fees) and expenses relating to an allegation or legal proceeding brought by a third party to the extent that it arises out of or is connected with the Ads, Targets, Destinations, Services, Use or any breach of these Terms by Customer. The Partners are intended third-party beneficiaries of this Section.

12      Changes to the Terms. Google may make non-material changes to these Terms at any time, without notice; however, in the event of material changes to these Terms, Google will provide notice. The Terms will be available at www.google.com/ads/terms. Changes to the Terms will not apply retroactively and will take effect 7 days after they are posted. However, changes made for legal reasons will take effect immediately upon notice. Either party may terminate these Terms at any time by delivering notice to the other party, but (i) campaigns not cancelled under Section 5 and new campaigns may be run and booked and (ii) continued use of the campaign is, in each case, subject to Google’s general terms and conditions then in effect for the Campaigns (available at www.google.com/ads/terms). Google may suspend Customer’s ability to take part in the Campaigns at any time. In all cases, running any Customer campaign after termination is at Google’s sole discretion.

13      Dispute resolution agreement.

     A. Negotiation. In the event of a dispute arising out of or in connection with these Terms (each, a “Dispute”), the parties will make good-faith efforts to resolve the Dispute within 60 days of the written notice sent by the other party reporting the Dispute. If the parties are unable or unwilling to resolve the Dispute within that period, the Dispute will be finally settled by arbitration administered by the International Center for Dispute Resolution (“ICDR”) in accordance with its International Arbitration Rules (the “Rules”). This arbitration agreement is intended to be interpreted broadly and applies in particular to all claims brought by or against (i) Google, the Google affiliates that supply the Campaigns to Customer or to the Advertiser, Google’s parent companies and the respective officers, directors, employees, agents, predecessors, successors and assigns of those entities and (ii) Customer or the Advertiser, the respective affiliates and parent companies of Customer or of the Advertiser, as well as the officers, directors, employees, agents, predecessors, successors and assigns of those entities.

     B. Arbitration procedures. The arbitration will take place in Santa Clara County, California. The arbitral tribunal will be made up of three arbitrators. The claimant(s) will choose one arbitrator in accordance with the Rules and the respondent(s) will choose the second arbitrator in accordance with the Rules. If the parties fail to agree on the third arbitrator (the “Chairperson”) within 20 days of the confirmation of the second, the ICDR will appoint the Chairperson in accordance with the Rules. The arbitration will be conducted in English. Unless the law provides otherwise, the existence, the content and the results of any arbitration proceeding, including any documents or evidence produced, will be strictly confidential. The arbitral award will be final and binding on the parties, and judgment enforcing that award may be entered by any court of competent jurisdiction. The arbitrators will not be bound by decisions rendered in other arbitrations to which Customer or the Advertiser is not a party. The arbitrators will have the ability to order protective measures or declaratory relief, whether interim or final, solely in favour of the party seeking that relief and only to the extent necessary to provide the remedy justified by that party’s claim, without affecting other users or other Google Customers or Advertisers. Any interim measures ordered by the arbitrators may be enforced by a court of competent jurisdiction. Nothing in these Terms prevents a party from seeking any individualized interim or preliminary relief from a court of competent jurisdiction, and no such application to a court will be considered incompatible with the arbitration agreement or a waiver of the right to arbitrate.

     C. No class arbitration. CUSTOMER, THE ADVERTISER AND GOOGLE AGREE THAT EACH OF THEM MAY BRING CLAIMS AGAINST THE OTHERS ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR PARTICIPANT IN ANY PURPORTED CLASS ACTION, REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL PROCEEDING. Google, Customer and the Advertiser agree that, by entering into this arbitration agreement, they waive their respective rights to a jury trial and to any class or representative action. Unless all affected parties agree otherwise in writing, the arbitrators may not preside over representative proceedings or class actions. If a court decides that applicable law prevents the enforcement of any of the limitations set out in this article as to a given claim, that claim (and only that claim) must be severed from the arbitration and brought before a court.

14      Miscellaneous. (a) ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE CAMPAIGN TERMS WILL BE GOVERNED BY THE LAW OF THE STATE OF CALIFORNIA, EXCLUDING CALIFORNIA’S CONFLICT OF LAWS RULES, EXCEPT WHERE CALIFORNIA LAW IS CONTRARY TO UNITED STATES FEDERAL LAW OR WHERE UNITED STATES FEDERAL LAW PREVAILS OVER CALIFORNIA LAW. (b) EXCEPT AS OTHERWISE PROVIDED IN SECTION 13, AND ONLY WHERE SECTION 13 IS NOT ENFORCED FOR A CLAIM OR A DISPUTE, ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR TO THE CAMPAIGNS WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, UNITED STATES. THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. (c) Customer will not seek any protective measure for patent infringement in connection with the Campaigns in any proceeding brought during the term of these Terms, and for one year from their termination. (d) These Terms constitute the entire agreement between the parties in relation to their subject matter and replace any prior or current agreement covering that subject matter. (e)Customer may not make any public statement concerning the relationship contemplated by these Terms (unless required by law). (f) All notices of termination or of breach, or under Section 13, must be in writing and addressed to the other party’s Legal Department (or, if the other party has no known Legal Department, to the other party’s primary contact or to any other stated address). The email address for notices to be sent to Google’s Legal Department is legal-notices@google.com. All other notices intended for Customer must be made in writing and sent to an email address associated with Customer’s account. All other notices intended for Google must be in writing and addressed to Customer’s primary contact at Google or delivered by any other means offered by Google. Notices will be considered given at the time they are received, a time that may be confirmed by a written or electronic acknowledgment of receipt. These notice requirements do not apply to service of legal process, which is instead governed by applicable law. (g) Except with respect to changes made to these Terms by Google under Section 12, any amendment must be accepted by both parties and must expressly state that it amends these Terms. Neither party will be considered to have waived a right by failing to exercise (or by delaying the exercise of) a right under these Terms. Except as otherwise provided in Section 13(C), if any provision of these Terms proves unenforceable, that provision will be removed and the balance of the Terms will remain in full force and effect. (h) Neither party may assign any part of these Terms without the written consent of the other party, except that (A) Google may assign all or part of its rights and/or obligations under these Terms to an affiliate if Google notifies Customer of the assignment, and (B) Customer may assign all of its rights and obligations under these Terms to an affiliate, but only if (I) the assignee agrees in writing to be bound by these Terms, (II) Customer remains responsible for the obligations under these Terms if the assignee defaults on them and (III) Customer has notified Google of the assignment. In addition, Google may assign any debt owed to it by Customer to a third party without Customer’s consent. Any other attempted transfer or assignment is null and void. (i) Except as otherwise provided in Sections 11 and 13, there are no third-party beneficiaries of these Terms. (j) These Terms do not create any agency, partnership or joint venture between the parties. (k) Sections 1 (last sentence only) and 8 through 14 will survive termination of these Terms. (l) Except with respect to payment obligations, neither party nor its affiliates is responsible for failure or delay in performance to the extent caused by circumstances beyond its control.

April 16, 2018