DEMAND SERVICES AGREEMENT

This Demand Services Agreement (this “Agreement”) is entered into by and between the demand partner listed below (“Demand Partner”) and PubMatic, Inc., a Delaware corporation (on behalf of itself and its majority-owned subsidiaries), with offices at 601 Marshall Street, Redwood City, California 94063 (“PubMatic”). The effective date of this Agreement shall be the date of the last signature below, or the one date specified to the extent that only one signature is date (“Effective Date”).

1. Demand Services.

   Demand Partner hereby engages PubMatic to gain access to digital advertising inventory available through various sites, applications and other digitally-accessible platforms, materials or content whether existing before or after the Effective Date hereof that is provided by publishers (the “Publisher Inventory”) for the purposes of placing ad units and/or creative content provided by Demand Partner (the “Creative Content”) on such Publisher Inventory via PubMatic’s various demand service offerings (the “Demand Services”). The Demand Services include the underlying technology which provides the programmatic offerings, including the API (i.e., application programming interface) or SDK (i.e., software development kit) through which PubMatic’s real time bidding (“RTB”) service is accessible, but do not include Publisher Inventory or Creative Content. The RTB services also provide Demand Partner with the ability to submit multiple bids in a private marketplace corresponding to multiple pre-approved seats within that Demand Partner’s pool of buyers (including, agencies, trading desks, ad networks, advertisers and Demand Partner itself) (each a “Buyer”) for Publisher Inventory that may be offered on an exclusive, preferred, non-exclusive, guaranteed or non-guaranteed basis. For each private marketplace transaction between a Buyer and publisher, a Buyer and publisher shall agree directly on the terms of the transaction, including those governing inventory, pricing and other factors specific to the transaction. In connection with the Demand Services, PubMatic reserves the right to choose whether to send bid requests to Demand Partner and/or to accept or reject individual bids submitted by Demand Partner to purchase Publisher Inventory via the Demand Services. In the event individual bids submitted by Demand Partner are rejected by PubMatic, PubMatic will undertake commercially reasonable efforts to notify Demand Partner in advance.

2. Term; Termination.
   Term. The term of this Agreement shall begin as of the Effective Date and shall continue for consecutive twelve (12) month auto-renewing terms (collectively, the “Term”), unless terminated by either party upon at least thirty (30) days’ written notice prior to the then applicable 12-month term or unless otherwise terminated as set forth herein.
   1. Termination for Breach.
      Each party may terminate this Agreement for material breach by written notice, effective in thirty (30) days, unless the other party first cures such breach.
   2. Termination for Convenience.
      Following the Initial Term, either party may terminate this Agreement for any reason (or no reason) at any time during the Term by written notice to the other party, effective in thirty (30) days from such party’s receipt of such notice.
   3. Effects of Termination.
      Sections 3, 5, 6.1, 6.3, 6.4, and 8 through 14 will survive termination of this Agreement.
3. Representations and Warranties.
   1. Mutual.
      Each party represents and warrants to the other party that (i) it has all necessary rights and authority to enter into, execute and perform its obligations under this Agreement; and (ii) the execution of this Agreement and
      the performance of its obligations hereunder do not and will not violate any applicable law or regulation, or agreement to which it is a party or by which it is otherwise bound.
   2. Demand Partner.
      Demand Partner represents and warrants to PubMatic that:
      1. the Creative Content (and any product or service which the Creative Content promotes), which it displays on the Publisher Inventory via the Demand Services, will not violate the ad quality policy located at https://pubmatic.com/legal/aq-policy/, including any applicable law or regulation, or contain infringing, indecent, obscene or pornographic material, hate speech, subject matter that a reasonable person would consider highly objectionable, any material which promotes illegal activities, or contain any material that consists of or incorporates malware, viruses or other potentially destructive or harmful computer programs or security threats (“Prohibited Content”);
      2. it has all necessary rights, waivers and permissions from advertisers to deliver all Creative Content to the Publisher Inventory;
      3. it will not directly or indirectly collect or use any personally-identifiable information or personal data of any user of the properties containing the Publisher Inventory;
      4. it will not send personally-identifiable information or personal data to PubMatic through any cookies, statistical identifiers or persistent identifiers (collectively, “Identifiers”) or otherwise;
      5. it will not collect or drop any Identifiers on any publisher’s users where the Publisher Inventory is subject to the Children’s Online Privacy Protection Act of 1998, as amended (“COPPA”), or which Demand Partner otherwise knows is subject to COPPA, and for all other Publisher Inventory not subject to COPPA, it shall only collect or drop Identifiers when approved by PubMatic and for the purpose of informing its bids and performance tracking;
      6. it will cease collecting or dropping Identifiers and delete Identifiers promptly following PubMatic’s request;
      7. it will not authorize any third party to collect or drop Identifiers on any of PubMatic’s publishers’ users or otherwise synch with Demand Partner’s Identifiers;
      8. it shall use the Demand Services in compliance with the then applicable PubMatic privacy policy (https://pubmatic.com/legal/privacy-policy/), including complying with the “opt-out” principles articulated in the Network Advertising Initiative’s then current code;
      9. in the event that Demand Partner is a French company, has operations in France or provides advertisements targeted at French audiences, it is not an advertising agency, does not have any direct relationship with any advertisers and does not otherwise have any advertising mandates from any advertisers which require sellers of advertising inventory to invoice advertisers directly; and
      10. (a) neither Demand Partner, nor any applicable Buyers of the goods or services to be advertised, or any party acting on their behalf, is subject to economic or financial sanctions or trade embargos imposed, administered, or enforced by the United Nations Security Council, United States, United Kingdom, European Union, and related agencies, including the U.S. Office of Foreign Assets Control, U.S. Department of Commerce, and U.S. Department of State (“Sanctions”) or is located in a jurisdiction subject to Sanctions, including Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic; (b) any sale of the goods or services advertised will be conducted in compliance with any applicable Sanctions; and (c) in connection with this Agreement, Demand Partner shall refrain from acting in any manner that would cause PubMatic to violate any applicable Sanctions.
   3. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, CONDITIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED, REGARDING ITS RESPECTIVE SERVICES OR PRODUCTS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
4. Obligations of Demand Partner.
   1. Demand Partner agrees: (i) to comply with all block list requirements provided by PubMatic and its publishers; and (ii) not to deliver unpaid public service announcements, blanks or Creative Content with incorrect attributes in response to an ad call.
   2. With respect to the RTB service only, Demand Partner will: (i) comply with the requirements of the RTB service technical specifications as updated from time to time; (ii) append the accurate advertisement landing page top level domain to each bid response that it issues to the RTB Service; and (iii) append the accurate ID number that applies to the Buyer (the ID number a “Buyer ID”) to each bid response that it issues to the RTB service. The Buyer ID may either be the number assigned within Demand Partner’s database or the one assigned by PubMatic.
   3. Demand Partner will fill impressions purchased or won via the Demand Services only with first party advertisements and will not, directly or indirectly, re-auction, re-sell or trade any impression purchased or won via the Demand Services to any third party, including, without limitation, any exchanges such as The Rubicon Project, Yahoo!, AppNexus Inc., Index Exchange, OpenX Technologies Inc. and Google Inc. and any of their respective affiliates, subsidiaries, successors and assigns.
   4. Demand Partner agrees that it will (i) comply with all applicable laws and regulations, (ii) undertake commercially reasonable efforts to comply with all applicable industry self-regulatory rules, codes and guidelines (including, without limitation and as applicable, the rules, codes and guidelines of the Interactive Advertising Bureau (IAB), the Network Advertising Initiative (NAI), the Digital Advertising Alliance (DAA), COPPA; and the EU Data Protection Directive 95/46/EC and EU Directive 2002/58/EC, as implemented by relevant member states) (collectively, the “Applicable Privacy Requirements”) that relate to individual third party privacy and publicity rights., and (iii) be solely responsible for the operation of all web properties, and applications owned or operated by Demand Partner.
   5. Demand Partner will include clear and conspicuous notices consistent with Applicable Privacy Requirements on its websites, mobile and tablet applications that (i) disclose (and, where legally required, obtain consent to) its practices with regard to Identifiers, targeting and online behavioral advertising, specifically addressing its data collection, use and disclosure practices (including the fact that by visiting Demand Partner’s website or mobile application, third parties may collect or place Identifiers on end user browsers or mobile applications; for this purpose, the types of data that may be collected for targeted advertising; the use of non-cookie technologies, such as statistical IDs, eTags and web cache; the use of cross-device technologies; and the fact that data collected may be used by third parties to target advertising on other sites or applications based on the end users’ online activity); and (ii) inform users that they may opt-out of receiving targeted advertisements by visiting (a) the NAI website opt-out page located at http://www.networkadvertising.org/choices/, the DAA opt-out page located at http://www.aboutads.info/choices or for EU users, the EDAA opt-out page located at http://youronlinechoices.eu/, to opt out of interest-based advertising in web browsers through the use of cookies; (b) the DAA’s AppChoices tool located at http://www.aboutads.info/choices, to opt out of interest-based advertising in mobile applications through the use of mobile advertising identifiers; (c) the PubMatic opt-out page located at http://www.pubmatic.com/opt-out, to opt out of interest-based advertising in mobile applications and the mobile web through the use of statistical identifiers; and (d) the links above for web browsers, mobile applications and statistical identifiers on each of the end user’s browsers and on each of the end user’s mobile devices, to opt out of cross-device targeting.
   6. PUBMATIC WILL HAVE NO LIABILITY IN CONNECTION WITH, AND DEMAND PARTNER SHALL INDEMNIFY, DEFEND AND HOLD PUBMATIC HARMLESS WITH RESPECT TO, DEMAND PARTNER’S FAILURE TO PROVIDE NOTICES REQUIRED BY APPLICABLE LAW TO END USERS, INCLUDING REGARDING ITS PRIVACY PRACTICES OR FOR DEMAND PARTNER’S COLLECTION, USE OR DISCLOSURE OF INFORMATION OR DATA IN CONNECTION WITH THIS AGREEMENT.
   7. The Demand Partner Data Processing Addendum located at https://pubmatic.com/legal/demand-partner-data-processing-addendum/ shall form part of this Agreement and its terms are hereby incorporated in the Agreement.
   8. DOJ Bulk Sensitive Data Rules. Solely for purposes of this Section 4.9, the terms “access,” “country of concern,” and “covered person” shall have the meanings ascribed to them in 28 CFR Part 202 Provisions Pertaining to Preventing Access to U.S. Sensitive Personal Data and Government-Related Data by Countries of Concern or Covered Persons (“DOJ Bulk Sensitive Data Rules”).
      1. Demand Partner represents and warrants that it is not a covered person or country of concern. Demand Partner will immediately notify PubMatic if it foresees a change that would cause it to become such a covered person or country of concern.
      2. Without limitation to Demand Partner’s other obligations under the Agreement, Demand Partner shall not: (a) transfer any PubMatic Data to, or otherwise enable access to PubMatic Data by (1) a covered person or country of concern or (2) absent equivalent protections to this Section 4.9, any subcontractor, affiliate, or third party; or (b) engage in any activity or conduct that would result in a violation of the DOJ Bulk Sensitive Data Rules by Demand Partner or PubMatic. Demand Partner shall promptly report to PubMatic any known or suspected violations of this Section 4.9.
      3. PubMatic may immediately suspend Demand Partner’s access to the PubMatic Data or any portion thereof and terminate the Agreement (a) upon receipt of Demand Partner’s notice or report, or (b) if PubMatic believes that Demand Partner has failed to comply with this Section and/or is using the PubMatic Data in a manner that violates any applicable laws or regulation, or that would otherwise damage PubMatic’s customers, partners, business, or reputation.
5. Ownership.
   PubMatic retains all right, title and interest in and to the Demand Services, its databases, and all data or materials it provides or makes available to Demand Partner, including all enhancements, modifications or derivative works thereto and all proprietary rights, copyrights and other intellectual property rights therein. Demand Partner may not use the Demand Services except pursuant to the terms and condition of this Agreement, or challenge PubMatic’s ownership rights set forth hereunder. Demand Partner will not directly or indirectly reverse engineer, copy, disassemble, reconstruct or decompile the Demand Services or any aspect or portion thereof or technology related thereto, or alter or remove any identification, trademark, brand or notice from the Demand Services.
6. Data Rights & Restrictions.
   1. PubMatic Data. PubMatic is the exclusive owner of all rights, title and interests in and to the PubMatic Data. “PubMatic Data” shall mean all data PubMatic passes to Demand Partner through cookie synchs, bid streams, macros or otherwise, including without limitation audience, contextual, impression and site-related data, as well as bid request, bid response and bid notification data and bidding metadata.
   2. Use of PubMatic Data. Provided that Demand Partner does not merge any PubMatic Data with personally-identifiable user information, Demand Partner shall have the right to use and share (to the extent permitted herein) the PubMatic Data solely for the following limited purposes during the Term of this Agreement:
      1. to determine amounts to be bid through the Demand Services;
      2. to disclose aggregate statistics about purchases made through the Demand Services in a manner that does not reveal or individually identify any publisher, any publisher sites, or site data;
      3. to perform its obligations under this Agreement; and
      4. if and as required by court order, law or governmental or regulatory agency (provided, that Demand Partner uses commercially reasonable efforts to give PubMatic prior reasonable notice of such required disclosure (if permitted by law) in order that PubMatic may seek a protective order or the equivalent, at PubMatic’s expense).
   3. Demand Partner Data.
      Demand Partner and/or a client of Demand Partner, as applicable, is the exclusive owner of all rights, title and interests in and to the Demand Partner Data. “Demand Partner Data” shall mean all data Demand Partner collects independently of PubMatic after an ad impression is served to the user’s browser as well as Demand Partner’s ad server reporting. Demand Partner Data does not include PubMatic Data.
   4. Use of Demand Partner Data.
      PubMatic shall have the right to use and share the Demand Partner Data solely for the following limited purposes during and after the Term of this Agreement:
      1. accounting and discrepancy management;
      2. billing and payment of its clients and business partners;
      3. inclusion within PubMatic’s publisher reporting and user interface;
      4. performance of its obligations under this Agreement;
      5. enhancement and improvement of the Demand Services; and
      6. if and as required by court order, law or governmental or regulatory agency (provided, that PubMatic uses commercially reasonable efforts to give Demand Partner prior reasonable notice of such required disclosure (if permitted by law) in order that Demand Partner may seek a protective order or the equivalent, at Demand Partner’s expense).
   5. Use of Third-Party Data.
      Demand Partner may utilize third-party data providers with whom it has an independent contractual relationship, provided such data providers have been approved by PubMatic for Demand Partner use (“DP Data Provider”), or third-party data providers with whom PubMatic has a contractual relationship (“PubMatic Data Provider”) in connection with the Demand Services. Demand Partner will be responsible for any fees associated with a DP Data Provider. If Demand Partner opts to use a PubMatic Data Provider, PubMatic will charge Demand Partner directly for any applicable fees. If Demand Partner opts to use a DP Data Provider, Demand Partner shall pay such DP Data Provider directly for any fees accrued hereunder for such data provider. In no case shall PubMatic be responsible or liable for any data provided by a DP Data Provider and Demand Partner shall indemnify, defend and hold harmless PubMatic its officers, directors, employees, shareholders, affiliates, representatives and agents from any losses related directly or indirectly to data provided by a DP Data Provider.
7. Use of Marks; Publicity.
   During the Term, Demand Partner grants PubMatic a limited, fully paid-up, non-exclusive, non-transferrable right and license to use Demand Partner’s name, marks and logos (collectively, the “Demand Partner Marks”) in marketing materials, in group press releases with other customers, on PubMatic’s website, and to identify Demand Partner as a customer or user of the Demand Services in connection with providing the Demand Services hereunder. Demand Partner shall not use PubMatic’s name, logos or other marks without PubMatic’s prior written consent. Either party may issue a press release announcing the business relationship between the parties, upon written consent of the other party.
8. Pricing; Payment Terms.
   1. PubMatic shall determine the winning bid price based on an auction taking into account bid responses, floor prices and fees to provide the auction. The price charged to Demand Partner shall not exceed the amount bid or otherwise agreed by Demand Partner.
   2. Payment shall be due within thirty (30) days after the close of each calendar month by electronic transfer for the aggregated winning bid prices from the previous month specified in the applicable invoice. Payments due are based on PubMatic measurements for the applicable calendar month and payments due for guaranteed campaigns shall be no less than the prorated campaign amount for such month unless otherwise determined by PubMatic. All transactions hereunder will be conducted in U.S. Dollars and aggregated at the end of each month based on Pacific Time zone. When invoices are payable in a currency other than U.S. Dollars, the exchange rate shall be calculated using a month-end exchange rate. Late payments will be subject to interest charges of 1.5% per month (or the highest rate permitted by law, if less), and Demand Partner will pay all out-of- pocket expenses and attorneys’ costs incurred by PubMatic in collecting late payments.
   3. Credit limits and payment terms are subject to credit approval by PubMatic. Demand Partner agrees that it will make available to PubMatic information reasonably requested from time to time to facilitate a credit check. PubMatic may suspend participation in the Demand Services (i) if Demand Partner fails to meet credit or financial requirements established by PubMatic (including any prepayment obligations or limitations on allowable credit) and/or (ii) until all overdue invoices and interest are paid.
   4. Demand Partner will (i) pay all taxes (including excise, sales, use, consumption or value-added taxes), customs or import duties, or any other taxes, levies, tariffs, duties or governmental fees that are due or payable in connection with this Agreement (“Taxes”), with the exception of taxes on PubMatic’s net income, and (ii) to the extent that Demand Partner is required to pay or withhold any Taxes in connection with this Agreement, Demand Partner will gross up the payment owed to PubMatic such that PubMatic shall receive the same amount as if such Taxes had not applied. Each party agrees to cooperate in good faith with respect to reasonable requests from the other party regarding Tax-related forms, documentation or other information relating to this Agreement that may be necessary or appropriate.
   5. PubMatic shall monitor the quality of the Publisher Inventory by the use of proprietary tools and/or services of reputable third- party vendors which provide scoring and monitoring capabilities focused on inventory fraud. Demand Partner shall promptly inform PubMatic to the extent that it detects high levels of suspicious activity with respect to particular domains in the Publisher Inventory. PubMatic shall provide a credit to the Demand Partner for any “Noncompliant Impression” (as defined below) served by PubMatic through the Demand Services, provided that the following preconditions are met: (i) the Demand Partner is actively using an MRC-accredited inventory quality provider; (ii) the pertinent impressions are reported in writing to PubMatic no later than thirty (30) days after the close of the month during which the pertinent impressions were served; (iii) the written report must include the relevant timeframe and type of the suspicious activity, number of impressions marked as suspicious, and spend for such impression for each unique publisher ID and domain or app ID, as well as any additional information reasonably requested by PubMatic; (iv) PubMatic verifies in good faith that the relevant impressions are suspect traffic or were served in error by PubMatic; (v) the credit cannot exceed the total winning bid prices for the fraudulent impressions; and (vi) the total credit requested for the month exceeds $500 USD. “Noncompliant Impression” shall mean an impression which is deemed to be fraudulent, based on the relevant scoring by the MRC accredited vendor. For the avoidance of doubt, no makegood shall apply to viewability or brand safety issues. If Demand Partner has claimed a credit for Noncompliant Impression(s), then going forward, any Publisher Inventory against which such a claim has been made will not be eligible for credits for Noncompliant Impressions. The provisions of this Section 8.4 provide the sole and exclusive remedy of Demand Partner, and the sole and exclusive obligation of PubMatic, with respect to any quality issues regarding Publisher Inventory.
9. Confidentiality.
   Except as expressly permitted in this Agreement, each party shall treat as proprietary and shall maintain in strict confidence all Confidential Information of the other party and shall not, without the express prior written consent of such other party, use such Confidential Information except in furtherance of its obligations hereunder; provided, however, that Demand Partner may share limited Confidential Information of PubMatic with Demand Partner’s Buyers of Publisher Inventory on PubMatic’s platform solely to the extent necessary to make purchases or bids of such inventory and PubMatic may share limited Confidential Information of Demand Partner with PubMatic’s independent contractors in connection with performing Demand Services under this Agreement, in each case as long as the receiving party has ensured that such third parties have signed an agreement in content similar to the provisions set forth in this Section 9 or are otherwise legally obligated not to disclose such Confidential Information. “Confidential Information” shall mean any information of the disclosing party which is, or should reasonably be understood to be, confidential or proprietary to the receiving party, including, but not limited to information related to a party’s: (i) technical know- how, technological innovations, operations, financial status, or sales and business plans and strategies, (ii) trade secrets, patent applications, or other intellectual property and (iii) data and reporting available in user interfaces, in each case disclosed between the parties, either directly or indirectly, in writing, drawing, orally or electronically. For purposes of clarification, Demand Partner Data is Confidential Information of Demand Partner and PubMatic Data is Confidential Information of PubMatic. Notwithstanding the foregoing, Confidential Information shall not include information which the receiving party can demonstrate: (a) is known to the receiving party at the time of the disclosure; (b) has become publicly known through no wrongful act of the receiving party; (c) has rightfully been received from a third-party without a known obligation of confidentiality; or (d) is independently developed by the receiving party without the use of Confidential Information of the disclosing party. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party: (x) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party in order that the disclosing party may act to prevent or restrict the ordered disclosure; or (y) on a confidential basis to its legal or financial advisors. The terms of this Agreement shall be the Confidential Information of PubMatic.
10. Non-Solicitation.
    During the Term and for one (1) year thereafter, neither party will not, directly or indirectly, solicit for employment or consulting services any person who was employed by the other party at any time during the Term of this Agreement, if the identity of such employee or consultant was shared or made known in connection with this Agreement; provided, however, that this section shall not prevent either party from soliciting for employment or consulting services any person who first responds to a general advertisement for a position with such party.
11. Indemnification.
    PubMatic agrees to indemnify, defend and hold harmless Demand Partner and its officers, directors, shareholders, corporate affiliates, successors and assigns from and against any third party claim, suit, demand or proceeding (“Claim”) against any such persons or entities arising out of, related to, or alleging (i) infringement of any copyright or trademark of a third party by the Demand Services, (ii) any violation by PubMatic of applicable privacy laws, or (iii) any material breach by PubMatic of its obligations, representations or warranties under this Agreement. Demand Partner agrees to indemnify, defend and hold harmless PubMatic and its officers, directors, shareholders, corporate affiliates, successors and assigns from and against any Claim against any such persons or entities arising out of, related to, or alleging (a) any violation by Demand Partner of applicable privacy laws, (b) infringement or misappropriation of any intellectual property right of a third party by the Creative Content (or any product or service relating to the Creative Content), or (c) any material breach by Demand Partner of its obligations, representations or warranties under this Agreement. In all cases in which a party seeks indemnification and/or defense hereunder, the indemnified party shall provide the indemnifying party with prompt written notice of such Claim, reasonable cooperation and assistance to the indemnifying party in connection with such Claims, and full control and authority to investigate, defend and settle such claims; provided, however, that settlements shall require prior approval by the indemnified party (which approval shall not be unreasonably withheld or delayed). If any of the Demand Services becomes, or in PubMatic’s opinion is likely to become, the subject of an infringement claim under this Agreement, PubMatic may, at its sole option and expense, either (x) procure for Demand Partner the right to continue using the applicable Demand Services, (y) replace or modify the applicable Demand Services so that they become non-infringing, or (z) solely if clauses (x) and (y) are not commercially practicable, terminate this Agreement. Notwithstanding the foregoing, PubMatic will have no obligation with respect to any infringement claim based upon (1) any use of the Demand Services not in accordance with this Agreement, (2) any use of the Demand Services in combination with other products, equipment, or software not supplied by PubMatic as part of the Demand Services, or (3) any modification of the Demand Services by any person other than PubMatic or its authorized agents or subcontractors. THIS SECTION 11 STATES EACH PARTY’S ENTIRE LIABILITY, AND THE OTHER PARTY’S SOLE AND EXCLUSIVE REMEDY, FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS
    AND ACTIONS.
12. Limitation of liability.
    Except with respect to either party’s payment, confidentiality and indemnification obligations, and fraud and willful misconduct, in no event shall either party’s aggregate liability under this agreement exceed the greater of (a) the actual amounts paid by demand partner to pubmatic under this agreement in the twelve (12) month period immediately preceding the claim and (b) us$1,000,000. Notwithstanding anything to the contrary herein, in no event shall either party be liable for any indirect, incidental, consequential, punitive or special damages (including lost profits, loss of use, or lost data), even if the party has been advised of the possibility of such damages. Demand partner acknowledges and agrees that pubmatic is not responsible or held liable for any acts or omissions of any publisher who transacts directly with demand partner in connection with the demand services.
13. Choice of Law & Venue.
    This Agreement shall be construed and interpreted under the laws of the State of New York, without giving effect to California’s principles of conflict of laws. The parties hereby submit to the exclusive jurisdiction of, and waive any venue objections against the state and federal courts located in
    the Borough of Manhattan, New York in any dispute arising under or in connection with this Agreement.
14. Miscellaneous.
    This Agreement constitutes the entire agreement between the parties and supersedes all preceding agreements or communications with respect to the subject matter hereof. Except as explicitly set forth herein, this Agreement shall not be modified except by a written agreement between the parties. The failure of either party to enforce strict performance by the other party of
    any provision of this Agreement or to exercise any right hereunder shall not be construed as a waiver of that party’s right. In the event that any provision of this Agreement is held invalid by a court with jurisdiction over the parties, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement shall remain in full force and effect. The rights and obligations of each party under this Agreement shall not be assigned without the prior written approval of the other party, which approval shall not be unreasonably withheld; provided, however, that either party may assign this Agreement without such consent to a corporate affiliate or in connection with a change of control or sale of substantially all of its assets, subject to the assigning party providing prior written notice of such assignment; and provided further that PubMatic may assign its rights under this Agreement, in part, to a PubMatic publisher in PubMatic’s sole discretion upon such publisher’s reasonable request. Any attempted assignment without consent where consent is required shall be
    void. Subject to the foregoing, each party’s rights and obligations shall inure to the benefit of their respective successors and permitted assigns. Except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to the Agreement (including without limitation any Buyer or other advertiser, agency or client of Demand Partner). This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. This Agreement may be executed via a recognized electronic signature service (e.g., EchoSign or DocuSign) or delivered by facsimile transmission, or may be signed, scanned and emailed, and any such signatures shall be treated as original signatures for all applicable purposes. Any notices given under this Agreement shall be deemed to be effectively given (i) when delivered personally, (ii) five (5) days after being placed in the mail, postage prepaid, certified or registered mail, or (iv) upon confirmation of delivery after being sent via express courier, mail or email, in each case, to the recipient’s address specified in this section or such other address as specified by the parties in writing, with a copy sent to the attention of General Counsel for notices to PubMatic.

IN WITNESS WHEREOF, Demand Partner and PubMatic have entered into this Agreement by their duly authorized representatives.