Data Evaluation Agreement

This Data Evaluation Agreement (“Agreement”) governs any Statement of Work executed by the client identified in the applicable Statement of Work (“Client”) and Bridg, a division of Cardlytics, Inc. (“Bridg”, and each of Bridg and Client, a “Party” and collectively, the “Parties”).

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RECITALS

          WHEREAS, Bridg owns and operates a retail media network pursuant to which Bridg provides services that allow participating parties to access certain customer data on the Bridg Platform for marketing and analytics purposes (the “Retail Media Network”); and

          WHEREAS, Client desires to access and receive, and Bridg desires to provide Client with access to, the Bridg Materials (defined below) via the Retail Media Network solely for Client’s non-commercial, internal evaluation purposes (“Evaluation”).

          NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the mutual covenants herein, the Parties hereby agree as follows:

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1. Definitions.

   (a)  “Applicable Law” means all laws, rules, statutes, decrees, orders, regulations, judgments, codes and requirements of any government authority in the United States (federal, state and    local) having jurisdiction over and applicable to a Party hereunder, including Consumer Privacy Laws.

   (b) “Bridg Material(s)” means, collectively, the Bridg Platform, the Retail Media Network, RMN Insights, and any components thereof, including all data, ideas, concepts, inventions,    systems, platforms, software, interfaces, generic functions, documentation, tools, utilities, templates, forms, reports, techniques, methods, processes, algorithms, know-how, trade-secrets,    utilities, templates, forms, marketing materials, and other technologies and information acquired, created, developed or licensed by Bridg, and any improvement, modification, extension, or    other derivative works of any of the foregoing made or provided by or on behalf of Bridg in connection with the provision of the Retail Media Network, including any and all Intellectual    Property Rights therein and thereto. 

   (c) “Bridg Platform” means the proprietary customer data platform that is owned and operated by Bridg.

   (d) “Consumer Privacy Laws” means any U.S. privacy or data protection law that now or hereafter applies to processing of Personal Information by the Parties, as applicable, including,    without limitation, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act, and any regulations promulgated thereunder, the Colorado Privacy Act, the    Connecticut Act Concerning Personal Data Privacy and Online Monitoring, the Utah Consumer Privacy Act, the Virginia Consumer Data Protection Act, and any similar law in force that    governs the processing of Personal Information.

   (e) “Customer” means an individual whose data is included in the Bridg Materials. 

   (f) “Documentation” means those additional instructions, specifications, conditions or limitations communicated to Client in writing by Bridg from time to time relating to Client’s access to    and use of the Retail Media Network on the Bridg Platform.

   (g) “Intellectual Property Rights” means all forms of intellectual property rights and protections in any jurisdiction throughout the world, including, without limitation, all right, title and    interest in and to all foreign, federal, state and common law rights relating to: (i) patents and all filed, pending or potential applications for patents, including the any reissue, reexamination,    division, continuation or continuation-in-part applications now or hereafter filed; (ii) trade secret rights, know-how, inventions, discoveries, improvements, technologies, business and    technical information, databases, data compilations and collections, tools, methods, processes, techniques, and other confidential and proprietary information and rights therein; (iii)    copyrights, mask works, and other literary property and authors rights, whether or not protected by copyright or as a mask work; (iv) trademarks, trade names, symbols, logos, brand names    and other proprietary indicia; (v) rights of publicity; and (vi) all other intellectual or proprietary rights.

   (h) “Personal Information” means any information that can reasonably identify, relate to, describe, be capable of being associated with, or be linked, directly or indirectly, to an individual.

   (i) “Personnel” means any employees, subcontractors, and/or independent contractors of each Party. 

   (j) “RMN Insights” means any and all of the following: (i) data, output, or results derived or developed by or on behalf of Bridg in connection with the operation of the Retail Media Network,    (ii) data collected or procured by or on behalf of Bridg from various sources, including public information, data brokers, and data partners and/or (iii) other information reflecting the access    to or use of the Retail Media Network.

   (k) “Statement(s) of Work” means any and all statements of work, schedules or similar writing that reference this Agreement, set forth additional terms for the Evaluation, and are executed    by the Parties.

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2. License Grant, Usage Restrictions and Data Security.

   (a) Access to Retail Media Network.  Subject to Clients compliance with the terms of this Agreement and applicable Statements of Work, Bridg hereby grants Client a temporary, non-   exclusive, revocable, non-transferable, limited license for Client to use the Bridg Materials during the Term solely for the Evaluation.

   (b) Usage Restrictions. Client shall not, and shall not permit any other person to, access or use the Bridg Platform, Retail Media Network or any other Bridg Materials, except as expressly    permitted in this Agreement or the relevant Statement of Work.  For purposes of clarity and without limiting the generality of the foregoing, Client shall not, except as this Agreement    expressly permits:

          i.  make any Bridg Materials available to any third party or use such Bridg Materials for any purpose other than the Evaluation;

          ii.  sell, resell, license, sublicense, distribute, rent, lease or otherwise commercially exploit any Bridg Materials or any component thereof;

          iii.  interfere with or disrupt the functionality of the Bridg Platform or any component thereof;

          iv.  attempt to gain unauthorized access to the Bridg Platform or any related databases, systems or networks;

          v.  copy any part, feature, function or user interface encompassed within the Bridg Platform or any other Bridg Materials;

          vi.  reverse engineer any part of the Bridg Materials or any component thereof;

          vii.  use the Bridg Materials or any component thereof in violation of Applicable Law or in a manner that could damage, disable, overburden or impair any products or services of Bridg;

         viii.  collect or harvest any Personal Information, including account names, from the Bridg Platform, Deliverables or any other Bridg Materials or any component thereof (including by way          of re-identifying or attempting to re-identify any de-identified, anonymized, or aggregated data) without the express prior written consent of Bridg;

         ix.   use the Bridg Platform or any other Bridg Materials or any component thereof in connection with (1) racial, ethnic, gender, age, religious, political, or sexual orientation discrimination;         (2) investment or business opportunities or any activity prohibited by Applicable Law; (3) obscenity, profanity, or pornography; (4) defamatory, abusive or threatening language, images or         content; or (5) hacking, spoofing, phishing or phreaking; or

        x. retain any instances or derivatives of any Bridg Materials or any component thereof in any form after expiration or termination of this Agreement.

   (c) Data Security.  Client will employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards reasonably necessary to: (i) securely    administer the distribution and use of all access credentials and protect Bridg Materials against any unauthorized or illegal access, destruction, use, modification, or disclosure; and (ii)    control the content and use of the Bridg Materials made available to it under this Agreement.

   (d) Data Deletion Upon Expiration or Termination. Within thirty (30) days following the expiration or termination of this Agreement, except as otherwise set forth in the applicable    Statement of Work, Client will permanently delete and eliminate all Bridg Materials that are stored within its databases or otherwise held by it. 

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3. Proprietary Rights.

   (a) Ownership and Reservation of Rights.  All Intellectual Property Rights that are owned by a Party at the commencement of this Agreement will remain under the ownership or control of    such Party throughout the Term of this Agreement and thereafter. All rights not expressly granted in this Agreement are reserved.

   (b) Bridg Materials.  Client acknowledges that  (i) any results and insights derived or inferred by or on behalf of Bridg from the provision of the Retail Media Network, including RMN    Insights, become part of, and are deemed, Bridg Materials, and shall be owned by Bridg; (ii) Bridg may now or in the future utilize or rely on artificial intelligence technology components or    other forms of machine learning or data analytics used by Bridg and its suppliers to modify, improve, or enhance Bridg Materials or the Retail Media Network; and (iii) any and all such    modifications, improvements, and enhancements are Bridg Materials and, as between Client and Bridg, owned exclusively by Bridg.  Client has no right, license, or authorization with    respect to any of the Bridg Materials except as expressly set forth in Section 2 of this Agreement.  In furtherance of the preceding sentence, Client hereby unconditionally and irrevocably    grants to Bridg an assignment of all right, title, and interest in and to such items incorporated in the Bridg Materials in the event there is any claim of rights by Client in and to (x) any items    incorporated in the Bridg Materials or (y) general knowledge, experience, know-how, works and technologies (including ideas, concepts, trends, processes and techniques) derived or    learned by Bridg from the provision of the Retail Media Network.  As between Client and Bridg, Bridg is and shall remain the sole and exclusive owner of all Bridg Materials and any and all    Intellectual Property Rights therein. 

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4. Confidentiality.

   (a) Definition; Non-Disclosure. Each Party agrees to hold the Confidential Information of the other Party in strict confidence, and not to use or disclose such Confidential Information    except as expressly permitted hereunder. “Confidential Information” means any and all technical and non-technical information disclosed by one Party (the “Disclosing Party”) to the other    (the “Receiving Party”) under this Agreement and related to the past, present or future business or technology of the Disclosing Party, including without limitation information constituting or    concerning research, development, processes and methodologies; product architecture, designs and specifications; software, whether human-readable or machine-readable; customer    data, reports, products, marketing, sales and business development plans and strategies; competitive analyses; financial analyses and forecasts; cost and pricing data; procurement    requirements and vendor information; customers and prospects; licensing and distribution arrangements; and third-party information that the Disclosing Party is obligated to maintain in    confidence. For the avoidance of doubt, the Confidential Information of Bridg shall include, without limitation, any and all information regarding the Bridg Platform and any other Bridg    Materials, whether or not marked or identified as confidential. Client shall mark all Confidential Information in tangible form as “confidential” or “proprietary”, or with words of similar import,    and should identify as confidential at the time of disclosure any Confidential Information disclosed orally or in another intangible form when relevant information is disclosed to Bridg outside    of the Bridg Platform. Regardless of whether any information is marked or identified as “confidential” or “proprietary”, any information that the Receiving Party knew or should have known    was considered confidential or proprietary by the Disclosing Party, or information that, given the nature of the information or circumstances surrounding its disclosure, would reasonably be    considered Confidential Information, will be considered Confidential Information of the Disclosing Party under this Agreement.

   (b) Exclusions.  Neither Party shall have any obligation with respect to any information that it can prove is (i) now or hereafter, through no unauthorized act or failure to act on the Receiving    Party’s part, in the public domain; (ii) known to the Receiving Party without an obligation of confidentiality effective at the time the Receiving Party received the same from the Disclosing    Party, as evidenced by written records; (iii) hereafter furnished to the Receiving Party by a third party who is not under an obligation of confidentiality, as a matter of right and without    restriction on disclosure; or (iv) independently developed by the Receiving Party without relying on the Disclosing Party’s Confidential Information as shown by clear and convincing    evidence.

   (c) Restriction on Use and Disclosure. The Receiving Party agrees not to disclose Confidential Information to anyone without the prior written consent of the Disclosing Party other than its    Personnel and professional advisors with a need to know such Confidential Information in order to carry out the purpose of this Agreement and who agree to be bound by the Receiving    Party’s obligations under this Agreement with regard to nondisclosure and use of such Confidential Information. 

   (d) Standard of Care.  The Receiving Party agrees to employ, with regard to Confidential Information, procedures and means that are no less restrictive than the procedures and means    used by it to protect its own confidential and proprietary information of similar sensitivity and that in no event are less than a reasonable standard of care.

   (e) Required Disclosure.  If the Receiving Party becomes legally compelled to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party shall (i) promptly notify the    Disclosing Party of such requirement before any disclosure is made so that the Disclosing Party may seek a protective order or other appropriate remedy limiting disclosure or use of such    information; and (ii) provide reasonable assistance to the Disclosing Party to seek such remedy at the Disclosing Party’s expense. If such protective order or other remedy is not obtained, the    Receiving Party may furnish only that portion of such Confidential Information that, in the written opinion of its legal counsel, it is legally required to disclose, and the Receiving Party agrees    to make commercially reasonable efforts to obtain assurance that confidential treatment will be accorded to such Confidential Information.

   (f) Survival of Confidentiality Obligations.  The obligation of the Receiving Party to maintain the confidentiality of the Confidential Information as set forth in this Agreement shall survive    any termination or expiration of this Agreement for any reason for a period of five (5) years from the termination or expiration of this Agreement, with the exception of (i) any trade secrets    which shall remain subject to the terms of confidentiality hereunder until they no longer are deemed trade secrets under Applicable Laws and (ii) any Personal Information which shall remain    subject to the terms of confidentiality hereunder in perpetuity.

5. No Warranty. 

THE RETAIL MEDIA NETWORK IS PROVIDED “AS IS” AND WITHOUT REPRESENTATIONS AND WARRANTIES OF ANY KIND, AND ALL SUCH REPRESENTATIONS AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, VALIDITY AND/OR NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE RETAIL MEDIA NETWORK REMAINS WITH CLIENT.

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6. Limitation of Liability.

IN NO EVENT SHALL BRIDG BE LIABLE FOR ANY DAMAGE WHATSOEVER ARISING OUT OF THE USE OR INABILITY TO USE THE RETAIL MEDIA NETWORK, EVEN IF BRIDG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL BRIDG BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES UNDER THIS AGREEMENT.

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7. Term and Termination.

   (a) Term of the Agreement.  This Agreement shall be coterminous with the associated Statement of Work. 

   (b) Termination for Convenience.  Either Party may terminate this Agreement and any associated Statement of Work for any reason or no reason immediately on written notice to the other    Party (email to suffice).

   (c) Survival.  The following Sections shall survive any expiration or termination of this Agreement: “Definitions” (Section 1), “Data Deletion Upon Expiration or Termination” (Section 2(d)),    “Proprietary Rights” (Section 3), “Confidentiality” (Section 4), “No Warranty” (Section 5), “Limitation of Liability” (Section 6), “Survival” (Section 7(c)), and “General Provisions” (Section 8).

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8. General Provisions.

   (a) Relationship of the Parties; No Third-Party Beneficiaries. The relationship of the Parties is one of independent contractors. This Agreement shall not be deemed to confer any rights or    remedies upon any person or entity not a Party hereto. Neither Party shall make any announcements regarding the nature of the relationship between the Parties without the prior written    approval of the other Party, provided that Bridg may disclose Client’s use of the Retail Media Network to Bridg’s clients that contribute their data into the Retail Media Network.

   (b) Assignment. Neither Party may assign this Agreement without the other Party's written consent; provided, however, that either Party may assign this Agreement (i) to an affiliate; (ii) to an    acquirer in connection with any merger, consolidation, or sale of all or substantially all of such Party’s assets; (iii) in connection with any transaction or series of transactions resulting in a    change of control; or (iv) in the event of any internal restructuring not constituting a change in control, to an affiliate or successor-of-interest. Any attempted assignment in violation of the    foregoing shall be void and of no effect.

   (c) Choice of Law and Venue. This Agreement will be governed and construed in accordance with the laws of the State of New York and any applicable federal laws, without regard to    principles of conflicts of laws. The Parties hereby consent to the exclusive jurisdiction of the federal and state courts in New York, New York, for purposes of any dispute or legal action    arising out of or related to this Agreement. The Parties further irrevocably waive any objection which they may now or hereafter have to the laying of venue of any such dispute brought in    such court. Each Party agrees to waive any trial by jury for all claims hereunder.

   (d) Notices. All notices, demands and other communications shall be in writing and shall be deemed to have been given if delivered personally, or three (3) days after mailing by certified    mail (return receipt requested) or overnight carrier to the respective addresses listed below the signature blocks, or to such other address as each Party may designate by providing notice in    accordance with this Section.

   (e) Entire Agreement; Amendment; Cumulative Remedies; Severability.  This Agreement, including any Statement of Work, constitutes the entire agreement of the Parties with respect    to the subject matter hereof and supersedes all prior verbal or written agreements. No waiver or modification of this Agreement will be binding upon either Party unless made in writing and    signed by a duly authorized representative of each Party, and no failure or delay in enforcing any right will be deemed a waiver of such right. All remedies set forth in this Agreement shall be    cumulative and in addition to, not in lieu of, any other remedies available to each Party at law, in equity or otherwise, and may be enforced concurrently or from time to time. If any term or    provision of this Agreement shall be found to be illegal or unenforceable, such illegal or unenforceable provision will be deemed modified to the limited extent required to permit its    enforcement in a manner most closely approximating the intention of the Parties expressed herein.
   (f) Counterparts. Statements of Work may be executed in multiple counterparts, each of which will be deemed an original, but all of which taken together will constitute one instrument.    Statements of Work may be executed by digital signatures or facsimile.