COMMAND PRECISION, INC. D/B/A PERSISTENT.ID TERMS OF SERVICE

THIS TERMS OF SERVICE (ALONG WITH THE ORDER FORM, AND THE PRIVACY POLICY, COLLECTIVELY THIS "AGREEMENT"), IS BY AND BETWEEN COMMAND PRECISION, INC. D/B/A PERSISTENT.ID, A DELAWARE CORPORATION ("PERSISTENT.ID"). PERSISTENT.ID AND THE ENTITY OR INDIVIDUAL ON WHOSE BEHALF THE SERVICES (AS DEFINED BELOW) ARE BEING ACCESSED OR USED ("CUSTOMER" "YOU"). EACH MAY BE REFERRED TO HEREIN COLLECTIVELY AS THE PARTIES OR EACH INDIVIDUALLY AS A PARTY.

BY INDICATING ACCEPTANCE OF THIS AGREEMENT, EITHER BY CLICKING ON THE AGREE BUTTON DURING THE ACCOUNT SETUP PROCESS OR USING THE SERVICES, ("EFFECTIVE DATE") YOU ARE AGREEING THAT CUSTOMER IS BOUND BY AND USE OF THE SERVICES ON BEHALF OF THE CUSTOMER IS GOVERNED BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF CUSTOMER DOES NOT ACCEPT THIS AGREEMENT, CUSTOMER SHALL NOT ACCESS OR USE THE SERVICES.

1. Services

1.1 Order Form

"Order Form" means any order form, statement of work, or other ordering document signed and accepted by the Parties.

1.2 Platform

"Platform" means the proprietary software-as-a-service managed by Persistent.id, in both source code and object code form, components, documentations, implementation, integration and improvements thereof, provided to Customer as described in the Order Form, the Services, and any and all intellectual property provided to Customer or any Authorized User (as defined below) in connection with the foregoing.

1.3 Services

"Services" means the Platform and any other services identified in the Order Form, including Persistent.id subscription services made available via the internet. Functionality of the Services may include: (a) Consent-Based Leads generated through the Persistent.id platform's consent collection interface ("Consented Leads"), (b) Marketing Data Services including marketing and advertising data, data analytics, data cleansing, and leads from sources other than the IntentWave consent interface ("Marketing Data Services"), and (c) other features as specified in the Order Form. Consented Leads and Marketing Data Services are subject to different legal compliance requirements as specified in this Agreement. Services may include, without limitation:

• Lead identification and generation
• Website visitor identification tools
• Marketing automation tools
• Email marketing services
• Data analytics and reporting
• Data cleansing and enrichment
• Third-party integrations
• Advertising activation tools

1.4 Service Exclusions

Persistent.id does not guarantee marketing results, revenue, or conversion rates, provide legal advice, provide compliance determinations, act as a data controller for Customer data (except as required by law), obtain consents on Customer's behalf or control third-party platforms or advertising networks.

1.5 Site

"Site" means the websites operated by Persistent.id including but not limited to https://persistent.id/, https://www.intentwave.com/, https://consentwave.com/, https://ghlroas.com/.

1.6 Authorized Users

The Services are available only to Authorized Users. "Authorized User" means anyone, including end users, who Customer gives permission to access and use the Platform in accordance with this Agreement.

1.7 Customer Responsibility for Authorized Users

Customer may access the Services only to the extent authorized by Persistent.id. Customer is responsible for use of Services by its Authorized Users and other users, whether or not authorized, that access or use the Services using the accounts or credentials of Customer or any Authorized User, and Customer will be liable for any action or omission of any of the preceding that would violate this Agreement as if such action or omission were taken by Customer itself. Customer shall ensure that Authorized Users comply with this Agreement when using the Services. Customer is responsible for Customers and its Authorized Users' actions and the contents of its transmissions through the Services. These Authorized Users, whether located in or outside of the U.S., and their usage of the Platform are Customer's sole responsibility, and Customer must comply with all applicable laws and security protocols pertaining to their access, including applicable export laws, restrictions, and regulations. For the avoidance of doubt, the Platform should not be made available or copied/distributed to prohibited countries, persons or entities, as indicated in an Office of Foreign Assets Control (OFAC) of the US Department of the Treasury list.

1.8 Prohibited Acts

Customer shall not, and shall ensure that its Authorized Users do not: (a) duplicate, disassemble, decompile, reverse engineer, or otherwise reproduce without authorization any portion of the Services or source code for the Platform; (b) resell, sublicense or allow any third party (other than Authorized Users, for whom Customer shall be wholly responsible) to use the Services, except pursuant to the normal operation of the Platform; (c) scrape, steal, or copy without authorization the Services; (d) disclose any performance data relating to the Services; (e) sell or transfer to another third party the Services in violation of this Agreement; (f) build a product, service, or offering that competes with IntentWave or Services; (g) use the name or proprietary logo(s) of IntentWave without IntentWave's prior written consent; (h) use the Services for any purpose other than permitted under this Agreement; or (i) use the Services in a manner that interferes with the use of the Platform by Persistent.id, its other customers.

1.9 Prohibited Content and Activity

Customer shall not and shall ensure that its Authorized Users do not use the Services for: (a) defamatory, harassing, abusive, threatening, obscene, hateful, sexist, offensive, or fraudulent content or activity; (b) activity that violates or infringes upon the rights of third parties; (c) activity that violates applicable law; (d) sending viruses or spyware or similar computer programming routines; or (e) any purposes inconsistent with this Agreement or which violate the Agreement and Privacy Policy.

1.10 Right to Refuse Service

Persistent.id reserves the right, in our sole discretion, to refuse or terminate services to any individual or entity whose business activities are deemed unregulated, non-compliant, or otherwise inconsistent with applicable laws, regulations, or our internal risk and compliance policies.

2. Customer Responsibilities

2.1 Confidentiality of Services

This Agreement and Services are a valuable trade secret and confidential proprietary property of Persistent.id. Customer agrees to access and use the Services only as provided in this Agreement and to safeguard Persistent.id's trade secrets and confidential proprietary property.

2.2 License

Customer is hereby provided with limited access to the Services subject to this Agreement. Subject to the terms of this Agreement, Persistent.id hereby provides to Customer a limited, non-exclusive, non-transferrable, revocable-at-any-time license during the term stated in the applicable Order Form to access and use the Services for its ordinary business purposes (the "License"). Except as otherwise stated in this section or on the Order Form, Persistent.id and its vendors shall retain title and ownership rights to the Services, and nothing in this Agreement shall be construed in any manner as transferring any rights of ownership or license to the Services or to any feature or information contained therein. Customer shall not undertake to challenge or assist any person to challenge such rights to the Services in any manner.

2.3 Privacy and Solicitation Compliance

Customer shall: (i) not use for solicitation the name, mailing address or telephone number of a consumer that is designated within the Service as requesting protection from solicitation, (ii) abide by all prevailing federal, state, and local laws and regulations governing fair information practices and consumers' rights to privacy, and (iii) limit access to consumer information to those individuals who have a need to know in connection with Customer's business and will obligate those individuals to acknowledge consumers' rights to privacy and adhere to fair information practices and consumers' right to privacy.

2.4 Customer Content License

"Customer Content" means all content, information, or data that Customer provides or authorizes access to for the Services. Except as otherwise provided in the Order Form, Customer hereby grants IntentWave a perpetual, non-exclusive, royalty-free, transferrable, irrevocable license to access, display, store, share, create derivative works of, transmit, or otherwise use or process de-identified Customer Content to provide or improve the Services or for its business purposes (the "Customer License"). Customer warrants that it has the right and authority to provide the Customer License to Persistent.id and that such Customer Content and Customer License does not infringe the rights of others or violate applicable law.

2.5 Consents and Representations

Customer is responsible for obtaining all necessary rights and permissions to enable, and grants such rights and permissions to, Persistent.ID, its affiliates, and their respective contractors and vendors to use, provide, store and otherwise process Customer Content in the Services. This includes Customer making necessary disclosures and obtaining consent, if required, before providing individuals' information to Persistent.ID. Customer further represents and warrants to Persistent.id that: (a) Customer has obtained all necessary consents and made all required disclosures to consumers whose information is provided to or collected through the Services; (b) Customer's use of Consented Leads complies with TCPA, CAN-SPAM, and all applicable marketing laws; (c) Customer's privacy policy accurately discloses: (i) that consumer information may be collected through third-party consent interfaces (for Consented Leads), and (ii) that Customer obtains marketing data from third-party data providers (for Marketing Data Services); and (d) Customer has implemented all technical and organizational measures required by applicable privacy laws.

2.6 Legal Compliance Responsibilities

Customer is responsible for: (a) assessing the suitability of Services for Customer's intended use; (b) taking necessary actions to order, enable, or use available features appropriate for its use of the Services; (c) complying with applicable law, including without limitation registering as a data broker under Vermont 9 V.S.A. §2430, California Civil Code §1798.99.82, Texas Business & Commerce Code §509.001, Oregon Revised Statutes §646A.600, and any other applicable state or federal data broker registration laws if Customer: (i) resells, licenses, or otherwise commercializes data obtained from Persistent.ID's Marketing Data Services; (ii) sells or licenses Consented Leads to third parties; or (iii) otherwise meets the definition of "data broker" under applicable law; (d) if Customer is or becomes subject to data broker registration requirements, Customer shall: (w) timely register and maintain such registration; (x) comply with all data broker disclosure, opt-out, and data security requirements; (y) indemnify Persistent.ID for any penalties, fines, or liabilities arising from Customer's failure to register or comply with data broker laws; and (z) the compliance of Customer Content with this Agreement, including content uploaded by its Authorized Users. Customer acknowledges that Persistent.ID does not provide legal advice and Customer is solely responsible for determining what laws apply to Customer's use of the Services and ensuring compliance with such laws.

2.7 End-User Agreements

Customer shall cause each of its Authorized Users to enter into an end-user agreement that, at a minimum, provides that:

(a) FOR CONSENTED LEADS: Authorized Users shall comply with TCPA, CAN-SPAM, and all applicable marketing laws when using Consented Leads, including maintaining consent records, honoring opt-out requests, and not misrepresenting the source or validity of consumer consent;

(b) FOR MARKETING DATA SERVICES: Authorized Users shall comply with all applicable privacy laws including CCPA/CPRA when using Marketing Data Services, shall not resell or further commercialize such data without Customer's express written permission, and shall implement reasonable data security measures;

(c) FOR BOTH SERVICE TYPES: Authorized Users shall comply with Google Ads and Meta Ads policies and all other applicable platform policies, and shall promptly honor consumer requests to access, delete, or opt-out of data processing; and (d) the following additional requirements:

2.8 Required Customer Disclosures

Customer must maintain a legally compliant privacy policy, disclose use of third-party tracking technologies, disclose use of cookies and marketing technologies, provide legally required opt-out mechanisms, comply with all applicable data protection and marketing laws.

To ensure compliance with U.S. privacy laws, especially the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA), we require the following from all users of our service:

Customer's privacy policy must include disclosure substantially similar to:

"When you visit or log in to our website, cookies and similar technologies may be used by Intentwave and its partners to associate your activity with personal information, including your email address. This allows us (or service providers on our behalf) to send you personalized marketing communications, such as email, SMS, direct mail, and targeted ads. You may opt out at any time by visiting https://www.intentwave.com/opt-out or contacting [email protected]"

Customer is solely responsible for ensuring legal sufficiency of its disclosures.

3. Charges, Taxes, and Payment

3.1 Fees

Customer agrees to pay the fees set forth in the Order Form ("Fees"). IntentWave reserves the right to modify the Fees upon thirty (30) calendar days' prior written notice to Customer. Any such modification shall become effective at the start of the next billing cycle following the notice period.

3.2 Taxes

Customer shall pay all Fees specified for the Services under this Agreement as selected by Customer within the Platform for the selected Services, including without limitation fees for consent-based lead generation services, data broker services, data licensing, and any other services provided by Persistent.id, and any charges imposed by any authority resulting from Customer's use of the Services, including any applicable sales taxes. The charges described in this Agreement and the Order Form are exclusive of any federal, state, municipal, or foreign taxes, levies, duties or other governmental assessments of any nature, including excise, sales, use, value-added, gross receipts, personal property, occupational, or other taxes (collectively, "Taxes") in the United States or applicable countries. Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Persistent.id income or property.

3.3 Automatic Payments

Customer agrees to set up automatic payments in amounts due as set forth in this Agreement and the Order Form through Persistent.id's third-party payment processor. To do so, Customer shall provide a valid credit card number or establish ACH funds transfer prior to obtaining access to the Services. Customer shall ensure adequate funds are available to pay any amounts due hereunder.

3.4 No Refunds

Except as otherwise stated in this Agreement, all Services subscription purchases and MPC are final and non-refundable. Annual Services subscription renewal cancellation requests are subject to the terms set forth in this Agreement. All Service subscriptions and Minimum Purchase Commitments are final and non-refundable.

3.5 Late Payment

Fees are due by Customer upon receipt of the invoice. Late payment fees may apply for Fees not paid within 30 calendar days of the invoice date. Persistent.id may, at its sole discretion, terminate this Agreement if Customer has failed to pay any amount due for more than 30 calendar days.

3.6 Pricing Page; Incorporated Tiers

Customer's subscription pricing is based on the then-current tier(s), unit limits, and fee schedule displayed at intentwave.us/pricing (the "Pricing Page"), as may be updated from time to time in accordance with this Agreement. The Pricing Page is incorporated into this Agreement by reference as if fully set forth herein. To the extent an Order Form lists different pricing or unit limits than the Pricing Page, the Order Form controls for the stated subscription term.

3.7 Metered Units; What Counts Toward a Tier

Unless otherwise specified in an Order Form, tiers are determined by metered usage including, without limitation:

(a) Pixels Deployed / Websites: the number of distinct domains, subdomains, websites, applications, or digital properties on which any Company tracking technology (including pixels, tags, JavaScript, SDKs, APIs, or similar code) is installed or used under Customer's account ("Pixels Deployed"); and

(b) Consented Contacts: the number of unique individuals whose consent is captured, stored, or transmitted for marketing and/or identification use through the Services under Customer's account, including across Customer and any Customer clients, brands, business units, or managed accounts (collectively, "Consented Contacts").

Company may also meter other units listed on the Pricing Page (e.g., event volume, visitor volume, records processed, API calls, feature entitlements) if applicable to Customer's plan.

3.8 Automatic Tier Movement; Billing Adjustments

Customer acknowledges and agrees that as Pixels Deployed increase across additional websites and/or as Consented Contacts increase across Customer's collective clients such that Customer's usage falls into a higher tier shown on the Pricing Page, Customer's subscription will automatically move to the applicable higher tier, and fees will be adjusted accordingly. Any tier increase may be applied (i) at the start of the next billing cycle, or (ii) immediately upon exceeding a tier threshold, in Company's discretion, and will be prorated when applied mid-cycle.

3.9 Overage Charges and True-Ups

If Customer exceeds the unit limits of its then-current tier (including Pixels Deployed or Consented Contacts), Company may (a) charge overage fees per the Pricing Page, (b) upgrade Customer to the appropriate tier, or (c) do both. Company may perform periodic usage reconciliations ("True-Ups") and invoice for under-billed usage, tier differences, and/or overages.

3.10 Measurement; Customer Cooperation; No Circumvention

Company's measurement of metered usage using the Services (including logs, reporting, and telemetry) will control absent manifest error. Customer will not circumvent tiering or metering (including by splitting usage across accounts, concealing domains, rotating pixels, or otherwise attempting to avoid measurement). If Company determines circumvention, Company may immediately apply the correct tier retroactively to the start of the applicable billing period and invoice for unpaid amounts.

3.11 Notice of Tier Change

Company will use commercially reasonable efforts to notify Customer of tier movement or overages via the Platform, email, invoice, or dashboard notice; however, Customer's obligation to pay does not depend on receipt of notice.

3.12 Pricing Page Updates

Company may revise the Pricing Page from time to time. Any revision will apply upon Customer's next renewal unless (a) the change is required by law, (b) the change relates to new optional features, or (c) Customer exceeds its current tier thresholds, in which case Customer's pricing will be determined by the then-current Pricing Page for the applicable tier at the time of exceedance.

The pricing terms set forth on the Pricing Page located at https://www.intentwave.us/pricing, as of the Effective Date, are incorporated into this Agreement by reference.

4. Confidentiality

4.1 Definition

"Confidential Information" means trade secrets, know-how, proprietary information, formulae, processes, techniques, and information concerning past, present, and future marketing, financial, research, and development activities that may be disclosed, orally or in writing, to each other, including but not limited to consent records, lead data, contact information, audience data, and other personal information provided by Persistent.id to Customer through the Services. Confidential Information excludes information that was (a) previously known to the receiving party without an obligation of confidence; (b) independently developed by or for the receiving party without the use of Confidential Information; (c) lawfully acquired by the receiving party from a third party which is not under an obligation of confidence with respect to such information; or (d) becomes publicly available through no fault of the receiving party without a breach of this Agreement.

4.2 Security Obligations

Customer shall maintain the privacy, security, and confidentiality of Confidential Information and its access to the Services. A temporary password will be given upon account creation. Customer agrees to immediately reset their initial password with a strong password. Customer shall use strong and secure passwords and keep them secure and confidential. Customer shall promptly notify Persistent.id in the event of a security breach or unauthorized use of their account. Customer is responsible for any damages incurred as a result of the unauthorized use of their account.

4.3 Persistent.id Obligations

Persistent.id shall use reasonable efforts to maintain the privacy, security, and confidentiality of Confidential Information in accordance with this Agreement and its policies.

4.4 Non-Disclosure

During the term of this Agreement and at all times thereafter in which Confidential Information remains confidential, neither Party shall disclose confidential information of the other Party or use such confidential information for any purpose other than in furtherance of this Agreement. Without limiting the foregoing, Customer shall not (i) resell, license, or otherwise commercialize consent records, lead data, or other personal information provided by Persistent.id except as expressly permitted in an Order Form; (ii) use such data to create competing products or services; or (iii) disclose such data to third parties without Persistent.id's prior written consent, except as required by law or to fulfill Customer's obligations under this Agreement. Without limiting the preceding sentence, each party shall use at least the same degree of care in safeguarding the other Party's confidential information as it uses to safeguard its own confidential information. Notwithstanding the foregoing, a Party may disclose confidential information (a) if required to do so by legal process (i.e., by a subpoena), provided that such Party shall notify the other Party, to the extent legally permitted, prior to such disclosure so that such other Party may attempt to prevent such disclosure or seek a protective order; or (b) to any applicable governmental authority as required in the operation of such Party's business, and even then, limited to no more than the minimum information required.

5. Ownership of Intellectual Property and Data

5.1 Persistent.id Ownership

Persistent.id is the exclusive owner of the Platform and Services, and all of the intellectual property associated with its Platform and Services, including software, copyrights, patents, trademarks, trade secrets, and other data not owned by Customer, even if Persistent.id incorporates suggestions made by Customer. For clarity, Persistent.id retains ownership of: (i) all consent collection methodologies, processes, and technology; (ii) all data sources, supplier relationships, and data acquisition methods used to provide data broker services; (iii) all aggregated, anonymized, or de-identified data derived from Customer's use of the Services; and (iv) all improvements, enhancements, or derivative works to the Platform or Services. Customer shall not receive any form of compensation for ideas, modifications, suggestions, or improvements made to Persistent.id Platform or Services. Except as expressly set forth in this Agreement or in an applicable Order Form, Customer is granted no license or other rights in or to any Persistent.id data or any use thereof. Customer's rights to use leads, consent records, contact information, and other data provided by Persistent.id are limited to the specific rights granted in the applicable Order Form and are subject to the restrictions set forth in this Agreement. Customer shall not acquire any ownership rights in such data by virtue of payment for Services or delivery of data.

5.2 Customer Ownership

Customer shall own and retain all right, title and interest in and to any data, information, and other content, including any text, files, images, graphics, illustrations, information, data, audio, video, photographs, completed program performance and analytics provided by Customer or Customer's Authorized Users ("Customer Content").

5.3 License to Persistent.id

Customer grants Persistent.id all rights and licenses in and to the Customer Content as may be useful or reasonably necessary for Persistent.id to provide the Services and perform its other obligations under this Agreement. Customer has all rights in and to all Customer Content necessary to permit Persistent.id to provide the Services and perform its other obligations under this Agreement.

5.4 Data Ownership and Licensing for Services

5.4.1 Consent Records. For leads and contact information generated through Persistent.id's consent collection platform, Customer receives a non-exclusive, non-transferable license to use such consent records solely for Customer's own direct marketing purposes, subject to Customer's compliance with TCPA, CAN-SPAM, and all other applicable laws. Customer shall not resell, sublicense, or otherwise commercialize consent records without Persistent.id's prior written consent. Persistent.id retains ownership of all consent collection methodologies, processes, and documentation.

5.4.2 Data Broker Services. For data, leads, contact information, and other personal information provided by Persistent.id through data broker services (as distinguished from consent-based lead generation), Customer's rights are limited to those expressly granted in the applicable Order Form. Unless otherwise specified in an Order Form, such data is provided on a non-exclusive, non-transferable license basis for Customer's internal marketing use only. Customer shall not resell, relicense, append, enhance, or otherwise commercialize such data without Persistent.id's prior written consent.

5.4.3 Restrictions on All Data. Regardless of whether data is provided through consent collection services or data broker services, Customer shall not: (i) use data to create derivative databases or competing products; (ii) reverse engineer data sources or collection methodologies; (iii) combine data with other datasets in a manner that creates new data products for sale; (iv) transfer, assign, or sublicense data access to third parties; or (v) use data in any manner that violates applicable privacy, marketing, or consumer protection laws.

5.4.4 Post-Termination Data Rights. Upon termination of this Agreement, Customer's license to use data provided by Persistent.id shall immediately terminate, except for consent records for which Customer has paid and which Customer has already incorporated into Customer's own CRM or marketing systems prior to termination. Customer shall immediately cease accessing any Persistent.id data sources and shall delete or return (at Persistent.id's election) all licensed data obtained through data broker services. Customer has all rights in and to all Customer Content necessary to permit Persistent.id to provide the Services and perform its other obligations under this Agreement.

5.8 Promotional Offers; Automatic Conversion to Paid Subscription

From time to time, Company may offer promotional pricing, discounted trial periods, free trial periods, or other special offers (each, a "Promotion"). If Customer enrolls in a Promotion, Customer expressly authorizes Company to charge the payment method associated with Customer's account for the applicable subscription fees and any applicable taxes upon expiration of the Promotion period unless Customer provides written notice of cancellation prior to the end of the Promotion period. Unless otherwise stated in the applicable Promotion terms or Order Form, any Promotion lasting thirty (30) days shall automatically convert to a paid subscription on the thirty-first (31st) day following enrollment. Customer must submit written notice of cancellation to [email protected] before the expiration of the initial thirty (30) day Promotion period in order to avoid being charged. Customer acknowledges and agrees that:

• Company is authorized to automatically charge the credit card or other approved payment method on file for all applicable subscription fees upon expiration of the Promotion period;
• Failure to provide timely written notice of cancellation constitutes Customer's authorization for such charges;
• Promotional pricing and discounts expire automatically at the end of the applicable Promotion period;
• Charges incurred after the Promotion period are non-refundable except as otherwise required by applicable law; and
• Customer is responsible for maintaining accurate and current payment information at all times.

For purposes of this Agreement, "written notice" means an email sent to [email protected] and received by Company before the expiration of the applicable Promotion period.

6. White-Label Content and Branding

THIS SECTION SHALL ONLY APPLY TO CUSTOMERS UTILIZING THIS SERVICE.

6.1 Definition

"White-Label Content" means any Customer Content that Customer provides to the Platform, as new or replacement material for the purpose of white labeling Customer's instance of the Platform.

6.2 Cancellation

Customer may cancel the Services by providing written notice to Company at [email protected]. For Customers enrolled through a promotional offer, trial period, or discounted introductory period, written notice of cancellation must be received by Company before the expiration of the applicable promotional period in order to avoid automatic billing. Unless cancelled in accordance with this Section, Customer authorizes Company to automatically charge the credit card or other approved payment method on file for the applicable subscription fees upon expiration of the promotional period.

For all other subscriptions, Customer must provide written notice at least thirty (30) days prior to renewal.

Cancellations take effect at the end of the then-current billing cycle. No refunds shall be provided for partial billing periods, unused Services, promotional conversions, prepaid fees, or subscription charges already incurred, except as required by applicable law.

6.3 Platform Branding

Platform branding includes incorporation of Customer's Data, including Customer's name and logo, and skinning of the site in Customer's selected primary and secondary colors. The standard Platform URL will appear with Customer's selected word as a subdomain of Persistent.id (e.g. Name.com) unless Customer requests a custom URL. Custom or vanity URLs, which shall include provision of a Secure Socket Layer (SSL), are available upon request. Customer is responsible for clearing any privacy rights, copyright, trademark or other intellectual property concerns connected with a custom URL as well as securing the URL via a registrar service. Customer shall ensure that any custom URL, branding, or white-label content does not misrepresent the source of data or consent collection services, and shall comply with FTC guidelines regarding endorsements, testimonials, and disclosure of material connections.

6.4 Implementation and Maintenance

Customer agrees to collaborate with Persistent.id on initial implementation of White-Label Content. Customer will be responsible for editing and maintaining the White-Label Content after this initial implementation. White-Label Content changes may include customizing setup categories, tasks, content, related resources, assessments, and other content changes that fit within the Platform's existing functions, as may be identified and changed by Persistent.id from time to time and at Persistent.id's sole discretion.

6.5 Intellectual Property Notices

After the initial implementation, Customer shall ensure that no Authorized Users remove, delete, alter, or obscure any trademarks, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platform without the prior written consent of Persistent.id. A copyright notice with Persistent.id's name shall appear on the Platform.

6.6 Additional Services Fees

Customer acknowledges that charged or invoiced Fees as stated in the Agreement and Order Form may include additional costs related to support, training, and other services related to the Platform and the Services. Unless otherwise provided in an Order Form, such additional support, training, and other services will be invoiced to Customer on a time and materials basis, at Persistent.id's then-standard hourly rates.

7. Warranties

Each party represents and warrants to the other as follows: (a) the party has the full power and authority to execute, deliver and perform this Agreement; (b) this Agreement is valid, binding and enforceable against the party in accordance with its terms and no provision requiring the party's performance conflicts with the party's obligations under any charter or any other agreement (of whatever form or subject) to which the party is a party or by which it is bound; (c) the party is duly organized, authorized and in good standing under the laws of the state of its organization and is duly authorized to do business in all other states in which the party's business makes such authorization necessary or required; (d) the party has the required skill, experience, and qualifications to perform the services under this Agreement, and the party shall perform the obligations under this Agreement in a professional and workmanlike manner in accordance with best industry standards for similar services and shall devote sufficient resources to ensure that obligations hereunder are performed in a timely and reliable manner; (e) the party is in compliance with all card brand rules; (f) the party is authorized and able to make all representations and warranties herein; and (g) any work product prepared or used by the party in connection with this Agreement shall not infringe the intellectual property or other rights of any third-party.

8. Warranty Disclaimer

8.1 Consent Services Disclaimers

WITH RESPECT TO CONSENT COLLECTION SERVICES AND CONSENTED LEADS: (A) PERSISTENT.ID DOES NOT WARRANT THAT CONSENTS COLLECTED THROUGH THE PLATFORM COMPLY WITH THE TELEPHONE CONSUMER PROTECTION ACT (TCPA), CAN-SPAM ACT, OR ANY OTHER MARKETING COMMUNICATIONS LAW; (B) PERSISTENT.ID DOES NOT WARRANT THAT CONSENT RECORDS PROVIDED ARE SUFFICIENT FOR CUSTOMER'S LEGAL DEFENSE IN ANY TCPA OR MARKETING COMPLIANCE CLAIM; (C) PERSISTENT.ID DOES NOT WARRANT THAT CONSENTED LEADS WILL PROTECT CUSTOMER FROM LIABILITY OR REGULATORY ENFORCEMENT; (D) PERSISTENT.ID IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL ADVICE REGARDING CONSENT VALIDITY OR MARKETING COMPLIANCE; (E) CUSTOMER IS SOLELY RESPONSIBLE FOR INDEPENDENTLY VERIFYING CONSENT VALIDITY BEFORE USING CONSENTED LEADS FOR MARKETING; AND (F) CUSTOMER ASSUMES ALL RISK REGARDING WHETHER CONSENTS MEET LEGAL REQUIREMENTS FOR CUSTOMER'S INTENDED USE.

8.2 Data Broker Services Disclaimers

WITH RESPECT TO LICENSED DATA: (A) PERSISTENT.ID DOES NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY, OR LEGAL COMPLIANCE OF LICENSED DATA; (B) LICENSED DATA DOES NOT INCLUDE TCPA CONSENT AND CUSTOMER MAY NOT USE LICENSED DATA FOR TEXT MESSAGES, AUTODIALED CALLS, OR PRERECORDED VOICE MESSAGES WITHOUT OBTAINING SEPARATE CONSENT; (C) PERSISTENT.ID DOES NOT WARRANT THAT LICENSED DATA COMPLIES WITH PRIVACY LAWS OR IS FIT FOR CUSTOMER'S PARTICULAR PURPOSE; (D) PERSISTENT.ID DOES NOT WARRANT THAT LICENSED DATA IS FREE FROM DO NOT CALL REGISTRATIONS; AND (E) CUSTOMER MUST INDEPENDENTLY VERIFY DATA BEFORE USE.

8.3 General Disclaimers

THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES, THIS DISCLAIMER MAY NOT APPLY. NEITHER PERSISTENT.ID MARKETING NOR ITS THIRD-PARTY PROVIDER REPRESENT OR WARRANT (A) UNINTERRUPTED, TIMELY, OR ERROR-FREE SERVICES, (B) THAT PERSISTENT.ID MARKETING WILL CORRECT ANY DEFECTS OR PREVENT THIRD-PARTY DISRUPTIONS OR UNAUTHORIZED THIRD-PARTY ACCESS, OR (C) THAT SERVICES ARE SECURE, AVAILABLE, ACCURATE, PRIVATE, CONFIDENTIAL, APPROPRIATE, RELIABLE, OR COMPLETE. NEITHER PERSISTENT.ID MARKETING NOR ITS THIRD-PARTY PROVIDERS DO NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY PERSON OR ENTITY FOR LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE SERVICE, WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT, OR OTHER CAUSE.

9. Indemnity

9.1 Customer Indemnification

Customer shall defend, indemnify, and hold Persistent.id, its affiliates, subsidiaries, their respective officers, directors, employees, agents, contractors, successors, and assigns harmless from and against any and all damages, losses, fines, penalties, costs, expenses, liabilities, and other fees (including, without limitation, reasonable legal fees) arising from or relating to any actual, alleged, or threatened claims, demands, investigations, or causes of action by third parties arising from or relating to this Agreement, including, without limitation: (a) any claims relating to Customer's use of the Services, Customer Content, or Authorized User breach of the terms of this Agreement, any end user agreement, or applicable law; (b) any claims under the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, or other marketing communications laws arising from Customer's use of leads, contact information, or consent records provided by Persistent.id, regardless of whether such leads were generated through Persistent.id's consent collection platform or obtained from other sources; (c) any claims under the California Consumer Privacy Act (CCPA), California Privacy Rights Act (CPRA), or other state or federal privacy laws arising from Customer's collection, use, sale, sharing, or processing of personal information obtained through the Services; (d) any claims arising from Customer's failure to register as a data broker under applicable state laws (including but not limited to Vermont, California, Texas, and Oregon) if Customer resells, licenses, or otherwise commercializes data obtained from Persistent.id; (e) any claims arising from Customer's failure to comply with Federal Trade Commission Act Section 5 or FTC guidance regarding data brokers, data security, or consumer protection; (f) any claims arising from Customer's violation of Google Ads policies, Meta Ads policies, or other third-party platform terms of service in connection with use of the Services; (g) any claims arising from Customer's failure to provide adequate privacy notices, obtain required consents, honor opt-out requests, or otherwise comply with applicable privacy and marketing laws; and (h) any claims by consumers, regulatory agencies, or other third parties arising from Customer's marketing, advertising, or data practices using data, leads, or services provided by Persistent.id.

9.2 Persistent.id Indemnification

Persistent.id shall defend, indemnify, and hold Customer harmless from and against any and all damages, losses, fines, penalties, costs, expenses, liabilities, and other fees (including, without limitation, reasonable legal fees) arising from or relating to any actual, alleged, or threatened claims, demands, investigations, or causes of action by third parties that arises from Persistent.id's gross negligence or willful misconduct in providing the Services, or Persistent.id's material breach of its express obligations under this Agreement. For clarity, Persistent.id's indemnification obligation does not extend to: (i) any claims arising from the validity, sufficiency, or legal compliance of consents collected through Persistent.id's platform; (ii) any claims arising from the accuracy, completeness, currency, or legal compliance of data, leads, or information provided by Persistent.id; (iii) any claims arising from Customer's use of the Services in violation of applicable law; or (iv) any claims arising from third-party data sources used by Persistent.id.

9.3 IP Infringement Defense

If a third party asserts a claim against Customer that the Services offered by Persistent.id infringes a patent, copyright, or trademark, Persistent.id will defend Customer against that claim and pay amounts finally awarded by a court against Customer or included in a settlement approved by Persistent.id, provided that Customer promptly (a) notifies Persistent.id in writing of the claim, (b) supplies information requested by Persistent.id, and (c) allows Persistent.id to control, and reasonably cooperates in, the defense, settlement, and mitigation.

9.4 Exclusions from Defense Obligation

Persistent.id's obligation to defend does not apply to any claim based on (a) Customer's combination of Services with data, software, or documentation not supplied, recommended, documented, or approved by Persistent.id; or (b) Customer's unauthorized modifications to the Services; or (c) Customer's own Customer Content.

9.5 Sole Remedy

This Section describes Customer's sole remedy against Persistent.id relating to third-party claims of patent, copyright, or trademark infringement.

10. Limitation of Liability

10.1 Cap on Liability

WHERE PERMITTED BY APPLICABLE LAW, NEITHER PARTY IS LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS, REPUTATION, OPPORTUNITIES, VALUE, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS; OR COST OF REPLACEMENT SERVICES. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. WHERE PERMITTED BY APPLICABLE LAW, PERSISTENT.ID MARKETING'S ENTIRE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT WILL NOT EXCEED 6 (SIX) MONTHS SERVICES FEES PAID BY CUSTOMER TO PERSISTENT.ID MARKETING, REGARDLESS OF THE BASIS OF THE CLAIM.

10.2 Exceptions

THE LIMITATIONS IN SECTION 10.1 WILL NOT APPLY TO: (1) EITHER PARTY'S BREACH OF CONFIDENTIALITY; (2) THE PARTIES' INDEMNIFICATION OBLIGATIONS; (3) CUSTOMER'S VIOLATION OF SECTION 1 (SERVICES) OR SECTION 2 OF THIS AGREEMENT (CUSTOMER RESPONSIBILITIES); (4) CUSTOMER'S INFRINGEMENT OF PERSISTENT.ID'S INTELLECTUAL PROPERTY OR MISAPPROPRIATION; (5) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

11. Privacy and Security

11.1 Privacy Policy

All access to and use of the Services and use of the Platform is subject to Persistent.id's Privacy Policy, a current copy of which is available at https://persistent.id/privacy-policy/. Customer agrees to comply with the current terms of the Privacy Policy. Persistent.id may collect, use, share, and store data made available via the Platform in connection with the Services hereunder and in accordance with Persistent.id's policies and applicable laws.

11.2 Customer Privacy Compliance

Customer shall comply with all applicable privacy laws and regulations and respect the privacy rights of individuals. Customer shall provide individuals with a privacy notice required for the processing of their personal data and use, maintain, and document appropriate legal purposes and means for processing personal data. Customer shall use adequate means to transfer personal data where required to do so and obtain the consent of individuals when using personal data in a manner inconsistent with the notice provided to them at the time of collection.

11.3 Individual Rights

Customer shall allow individuals to exercise their rights under applicable law, including, without limitation, restricting processing, deleting, or opting out of sale of personal information; or opting out of receiving emails, calls, or other communications from it. Customer shall maintain exclusionary lists relating to individuals who do not wish to receive emails, calls, or other communications from it. Customer shall comply with applicable do not call and do not email lists.

12. Changes

12.1 Service Modifications

Persistent.id may, at its reasonable discretion, modify the Services from time to time, with prior written notice where practicable, without any additional liability. Persistent.id's modification to the Services will replace prior versions as of the effective date. Customer may not refuse these modifications to the Services. Notwithstanding the foregoing, Persistent.id is not required to modify the Services.

12.2 Agreement Updates

Persistent.id may update this Agreement and its Privacy Policy from time to time in accordance with their terms.

12.3 Written Changes

Except as otherwise provided, all changes to this Agreement must be in writing and signed by both Parties.

13. Term and Termination

13.1 Term

The term of this Agreement shall commence on the earlier of (a) the date of acceptance of this Agreement on behalf of Customer or (b) the date of first use of the Services on behalf of Customer. Termination of this Agreement by either party automatically terminates all orders in the applicable Order Form.

13.2 Annual Renewal

For annual agreements, services renew annually and automatically unless Customer provides written notice to Persistent.id not to renew at least 60 calendar days prior to the annual renewal.

13.3 Monthly Renewal

For monthly agreements, services renew monthly and automatically unless Customer provides written notice to Persistent.id not to renew at least 30 calendar days prior to the monthly renewal.

13.4 Termination Without Cause

Persistent.id may terminate an Order Form or this Agreement without cause on at least 30 days' written notice to Customer.

13.5 Automatic Termination

This Agreement shall automatically terminate upon the liquidation or insolvency of either Party or the appointment of a trustee or receiver for either Party.

13.6 Effect of Termination

Upon termination of this Agreement or order described in the applicable Order Form: (a) Persistent.id may immediately terminate Customer's access to the Services; and (b) Customer shall immediately cease using any portion of the Services.

13.7 Termination for Cause

Customer may not terminate this Agreement for convenience, except as otherwise stated in this Agreement. Either party may terminate this Agreement for material breach upon 30 calendar days' prior written notice, provided that the breaching party does not cure it within the 30-calendar day notice period. Customer's failure to timely pay Persistent.id the Fees set forth in this Agreement constitutes a material breach of this Agreement.

13.8 Fees Upon Termination

If this Agreement is terminated for any reason (except for a material breach by Persistent.id), Customer shall pay to Persistent.id, on the date of termination, the total amount outstanding under this Agreement, including any fees for any remaining time period of a subscription or license. If Persistent.id terminates this Agreement for a reason other than Customer's material breach, or if this Agreement is terminated for Persistent.id's material breach, Persistent.id shall provide Customer a pro rata refund for any prepaid fees.

13.9 Post-Termination Data Rights

After termination of this Agreement: (a) Customer receives a perpetual, non-exclusive, non-transferable, royalty-free license to use Consented Leads generated by Persistent.id's consent collection platform and for which Customer has paid, solely for Customer's own direct marketing purposes, subject to Customer's ongoing compliance with TCPA, CAN-SPAM, and all applicable marketing and privacy laws. Customer shall not resell, sublicense, or otherwise commercialize such Consented Leads after termination. Customer shall maintain all required consent records for a minimum of five (5) years following termination; (b) Customer's license to all data, leads, contact information, and other personal information provided through Marketing Data Services ("Licensed Data") terminates immediately upon termination of this Agreement. Within thirty (30) days of termination, Customer shall, at Persistent.id's election, either return or permanently destroy all Licensed Data in Customer's possession or control, and shall provide Persistent.id with a written certification signed by an authorized officer of Customer confirming that all Licensed Data has been returned or destroyed in accordance with this Section. Persistent.id reserves the right to audit Customer's compliance with this obligation pursuant to Section 15; (c) Customer acknowledges that Persistent.ID retains all ownership rights in Licensed Data, and Customer's rights to Licensed Data were limited to a license during the Agreement term. No payment by Customer for Services or delivery of Licensed Data shall create any ownership interest in Licensed Data; and (d) Customer's obligations under Sections 2 (Customer Responsibilities), 4 (Confidentiality), 5.1 (IP Ownership), and 8 (Indemnity) shall survive termination of this Agreement and continue to apply to Customer's post-termination use of Consented Leads and any Licensed Data retained in violation of this Section.

13.10 Retained De-Identified Data

After termination of this Agreement, Persistent.id may retain de-identified Customer Content incorporated into its Services, subject to the following:

(a) De-Identification Standards. For purposes of this Agreement, "de-identified" means information that cannot reasonably identify, relate to, describe, be capable of being associated with, or be linked, directly or indirectly, to a particular consumer, and for which Persistent.id has: (i) implemented technical safeguards that prohibit re-identification of the consumer to whom the information may pertain; (ii) implemented business processes that specifically prohibit re-identification of the information; (iii) implemented business processes to prevent inadvertent release of de-identified information; and (iv) made no attempt to re-identify the information, in each case consistent with the requirements of the California Consumer Privacy Act (Cal. Civ. Code §1798.140(m)), as amended by the California Privacy Rights Act, and all other applicable state privacy laws. Persistent.id shall periodically review and update its de-identification processes to reflect changes in technology and applicable law.

(b) License Grant. Customer hereby grants Persistent.id a perpetual, non-exclusive, royalty-free, transferable, irrevocable, and sublicensable license to access, display, store, share, create derivative works of, transmit, or otherwise use or process de-identified Customer Content to provide, improve, or enhance Persistent.id's Services, for Persistent.id's business purposes, or for any lawful commercial purpose, including without limitation generating aggregated benchmarks, industry reports, analytics products, and data-driven services. Persistent.id may sublicense these rights to contractors, vendors, and partners, provided that such third parties are contractually bound by re-identification prohibitions and data protection obligations no less protective than those set forth in this Section. Persistent.id shall provide Customer with thirty (30) days' prior written notice before commercializing de-identified Customer Content as a standalone data product to third parties, provided that Customer's sole remedy for objection to such commercialization shall be limited to demonstrating that Persistent.id's de-identification does not comply with the standards set forth in subsection (a).

(c) Re-Identification Prohibition. Persistent.id shall not attempt to re-identify de-identified Customer Content, except: (i) as required by applicable law, court order, or regulatory authority; (ii) as necessary to investigate or prevent fraud, security threats, or illegal activity; or (iii) solely to test and validate the effectiveness of Persistent.id's de-identification processes, provided that any re-identified data is immediately re-de-identified or destroyed upon completion of such testing. Any third party to which Persistent.id discloses de-identified Customer Content shall be contractually prohibited from re-identifying or attempting to re-identify such information.

(d) Aggregation Rights. Customer acknowledges and agrees that Persistent.id may aggregate de-identified data from multiple customers for analytics, benchmarking, product development, and any lawful commercial purposes. Aggregated de-identified data is and shall remain the exclusive property of Persistent.id. Customer shall have no rights, claims, or interests in any aggregated data products or derivative works created by Persistent.id.

(e) Identifiable Data. This license does not grant Persistent.id rights to identifiable Customer Content post-termination except as necessary to: (i) comply with legal obligations; (ii) enforce this Agreement; (iii) process pending consumer requests under applicable privacy laws, including CCPA deletion and opt-out requests and requests received through the California Delete Request and Opt-Out Platform (DROP) or similar state mechanisms; or (iv) complete the de-identification process for Customer Content that was in Persistent.id's systems at the time of termination, which process shall be completed within ninety (90) days of termination.

(f) Regulatory Compliance. Persistent.id shall: (i) maintain records sufficient to demonstrate that its de-identification processes comply with applicable privacy laws; (ii) process any consumer deletion or opt-out requests received through DROP or other applicable regulatory mechanisms with respect to Customer Content that has not yet been de-identified; (iii) comply with all applicable data broker registration and disclosure requirements under California Civil Code §1798.99.80 et seq. and all other applicable state data broker laws to the extent Persistent.id's retention and use of data under this Section triggers such requirements; and (iv) cooperate with Customer in responding to any regulatory inquiry related to Customer Content retained under this Section.

(g) Customer Acknowledgments and Waiver. Customer acknowledges and agrees that: (i) de-identified information is not "personal information" under CCPA (Cal. Civ. Code §1798.140(v)(3)) and Persistent.id's retention and use of de-identified Customer Content does not constitute a "sale" or "sharing" of personal information under CCPA; (ii) Persistent.id's retention and use of de-identified Customer Content as described in this Section does not require additional Customer consent, notice, or approval beyond the notice required in subsection (b); and (iii) Customer irrevocably waives any right to object to Persistent.id's retention and use of de-identified Customer Content, provided Persistent.id maintains compliance with the de-identification standards set forth in subsection (a).

(h) Liability Limitation. Persistent.id shall not be liable to Customer or any third party for any claims arising from the use of de-identified Customer Content that complies with the de-identification standards set forth in subsection (a). Customer shall indemnify Persistent.id for any claims by Customer's consumers or regulators arising from Customer's failure to disclose in Customer's privacy policy that de-identified data may be retained and used by Persistent.id after termination of this Agreement.

14. Governing Law

14.1 Jurisdiction

This Agreement is governed by the laws of the Commonwealth of Massachusetts, United States, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of, and venue in, the state or federal courts located in Suffolk County, Massachusetts, in any action or proceeding arising from or relating to this Agreement. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

14.2 Equitable Relief

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction for actual or threatened breach of confidentiality, security, or intellectual property protections under this Agreement.

14.3 Jury Trial Waiver

EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING FROM OR RELATING TO THIS AGREEMENT.

15. Audit

Customer hereby agrees that upon reasonable notice and at a mutually agreeable time, Persistent.id may periodically audit Customer's books and records relevant to the use of the Services in this Agreement in order to ensure compliance with the terms hereof. The third-party data providers of Persistent.id shall be deemed intended third-party beneficiaries of this provision and shall also be entitled to investigate all legitimate reports of abuse or misuse of their Service. Violations discovered in any review will be subject to immediate action including, but not limited to, termination of Customer's right to use the Services, legal action, and/or referral to federal or state regulatory agencies.

16. General

16.1 Entire Agreement

This Agreement (including all Order Forms, Exhibits, and Schedules attached hereto) constitutes the entire agreement of the Parties and supersedes all prior or contemporaneous understandings, representations, discussions, or agreements between the Parties relating to its subject matter. For clarity, this Agreement supersedes any conflicting terms in Customer's purchase orders, vendor agreements, or other procurement documents, which are hereby rejected.

16.2 Order of Precedence

If there is a conflict between the Order Form and this Agreement, the Order Form governs solely with respect to: (a) Service specifications (Persistent.id Consent Services vs. Data Broker Services), (b) pricing and payment terms, (c) Service volume or usage limits, and (d) Service-specific features or functionality. For all other matters, including but not limited to warranties, disclaimers, indemnification, liability limitations, data protection obligations, compliance requirements, and termination rights, this Agreement governs and may not be modified by the Order Form. Any attempt by Customer to modify such provisions through an Order Form, purchase order, or other document shall be void and of no effect.

16.3 Severability

If any provision of this Agreement is invalid or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the Parties' original intent. If such modification is not possible, the invalid or unenforceable provision shall be severed, and the remaining provisions shall remain in full force and effect. Notwithstanding the foregoing, if any provision of Sections 8 (Disclaimers), 9 (Indemnification), 10 (Limitation of Liability), or 11 (Data Protection and Privacy) is found invalid or unenforceable, the Parties shall negotiate in good faith to replace such provision with a valid and enforceable provision that achieves substantially the same economic and legal effect.

16.4 No Waiver

No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. The waiver of a breach of any term of this Agreement must be in writing and signed by the Party granting the waiver, and shall not operate as or be construed to be a waiver of any other previous or subsequent breach of this Agreement. Specifically, Persistent.id's failure to immediately suspend Customer's access upon discovering a policy violation shall not waive Persistent.id's right to suspend access for subsequent violations or to seek indemnification for damages arising from such violations.

16.5 Non-Solicitation

Customer and Persistent.id agree not to solicit for employment or hire, either directly or indirectly, any employee or independent contractor of the other Party who has been involved in the performance of this Agreement, during the term of this Agreement and for a period of 1 year after termination of this Agreement. This restriction does not apply to: (a) general solicitations through public job postings not specifically targeted at the other Party's personnel, (b) individuals who respond to such general solicitations, or (c) individuals whose employment with the other Party has been terminated for more than 6 months. If either Party breaches this provision, the breaching Party shall pay the non-breaching Party a fee equal to 50% of the hired individual's first-year compensation as liquidated damages, which the Parties agree is a reasonable estimate of damages and not a penalty.

16.6 Independent Contractor

Persistent.id is an independent contractor and not an agent, partner, or joint venturer of Customer. Persistent.id does not control, direct, or supervise Customer's marketing activities, telemarketing campaigns, or use of data or leads obtained through the Services. Customer retains sole and exclusive control over all decisions regarding how, when, and to whom it markets using data, leads, or consent records obtained through the Services, including the content, timing, frequency, and recipients of all marketing communications. Customer is solely responsible for its use of the Services and the actions of its Authorized Users. Each Party is responsible for determining the assignment of its and its affiliates' personnel, and their respective contractors and vendors, and for their direction, control, and compensation. Nothing in this Agreement shall be construed to create an employment relationship, actual agency, apparent agency, partnership, or joint venture between the Parties, whether by express or implied authority, apparent authority, ratification, estoppel, or any other legal theory. Neither Party has any authority, apparent or otherwise, to bind the other Party, make representations on behalf of the other Party, or hold itself out as the other Party's agent to any consumer, regulator, or third party. For purposes of TCPA and marketing law compliance, Customer acknowledges that: (a) Persistent.id is not Customer's agent for purposes of obtaining consumer consent or making marketing communications, and Customer is not Persistent.id's agent for any purpose; (b) Customer is solely responsible for determining whether consent obtained through Persistent.id Consent Services is legally sufficient for Customer's intended marketing use, including whether such consent satisfies the requirements for "prior express written consent" under 47 C.F.R. §64.1200; (c) any consent obtained through the Services is obtained on Customer's behalf and for Customer's benefit, not on behalf of Persistent.id; (d) Persistent.id's fees under this Agreement constitute compensation for providing technology services and access to the Platform, and do not represent a share of, or participation in, Customer's marketing proceeds, revenue, or profits derived from Customer's use of leads, data, or consent records; (e) Persistent.id does not initiate, direct, or control any telephone calls, text messages, emails, or other marketing communications made by Customer or its Authorized Users using data, leads, or consent records obtained through the Services; and (f) Customer shall not represent to any consumer, regulator, court, or third party that Persistent.id authorized, directed, controlled, or ratified any specific marketing communication made by Customer. For purposes of Marketing Data Services, Customer further acknowledges that: (g) Persistent.id is a data and technology provider and not a telemarketer, and Persistent.id does not make or initiate any telephone calls or marketing communications on Customer's behalf; (h) Customer is solely responsible for scrubbing data obtained from Persistent.id against the National Do Not Call Registry, applicable state do-not-call lists, and Customer's own internal do-not-call list before using such data for telemarketing; and (i) Customer's use of Marketing Data Services for telemarketing or other marketing purposes is at Customer's sole risk, and Customer shall indemnify Persistent.id in accordance with Section 9.1 for any claims arising from Customer's marketing activities using data obtained through Marketing Data Services.

16.7 Usage Data

Persistent.id may collect information relating to Customer's use of the Services, including but not limited to: usage statistics, performance metrics, feature utilization data, error logs, system and platform interaction data, API call logs, and aggregated or de-identified data derived from Customer's use of the Services ("Usage Data"). For clarity, Usage Data reflects how the Services are accessed and used (e.g., which features are utilized, how often, and system performance metrics), while de-identified Customer Content under Section 13.9 reflects the substance of Customer's data that has been stripped of identifying information. Where data could fall within both definitions, Usage Data shall control to the extent it relates to platform interaction and performance, and Section 13.9 shall control to the extent it relates to the underlying substance of Customer Content.

Persistent.id owns all Usage Data and may use Usage Data for: (a) providing, maintaining, and improving the Services; (b) developing new features, products, or services; (c) generating aggregated benchmarks, industry reports, analytics products, or data-driven insights for internal use or external publication or licensing (provided such outputs do not directly identify Customer by name without Customer's prior written consent); (d) ensuring compliance with this Agreement and applicable law; (e) detecting and preventing fraud, security threats, or unauthorized access; and (f) any other lawful commercial purpose, provided that any external use of Usage Data is in aggregated or de-identified form that does not directly identify Customer. Persistent.id may share Usage Data with its affiliates, contractors, vendors, analytics providers, and partners, provided that such third parties are contractually bound by confidentiality and data protection obligations no less protective than those set forth in this Agreement.

Persistent.id may retain and use Usage Data indefinitely, including after termination of this Agreement. Usage Data does not include Customer Content, Consented Leads, or Licensed Data, which are governed by Sections 5.3, 5.4, and 13.9 respectively.

To the extent any Usage Data constitutes "personal information" as defined under CCPA (Cal. Civ. Code §1798.140(v)), Customer acknowledges that Persistent.id collects and processes such information as a "service provider" (Cal. Civ. Code §1798.140(ag)) for the business purposes specified in this Section, and Persistent.id shall not sell or share (as those terms are defined under CCPA) any such personal information. Persistent.id shall process any verifiable consumer requests related to Usage Data in accordance with its obligations under CCPA and its Privacy Policy.

Persistent.id shall not be liable to Customer or any third party for any claims arising from Persistent.id's collection, use, retention, or commercialization of Usage Data in accordance with this Section. Customer shall indemnify Persistent.id for any claims by Customer's consumers, Authorized Users, or regulators arising from Customer's failure to disclose in Customer's privacy policy that Usage Data may be collected and used by Persistent.id as described in this Section. Customer consents to Persistent.id's collection and use of Usage Data as described in this Section and shall ensure that its privacy policy and any required consumer notices adequately disclose Persistent.id's collection and use of Usage Data.

16.8 Assignment

Except as otherwise provided herein, Customer may not assign this Agreement, in whole or in part, without the prior written consent of Persistent.id, which consent shall not be unreasonably withheld. Customer may assign this Agreement with 30 calendar days' prior written notice to Persistent.id upon a merger, acquisition, or purchase or sale of substantially all its assets, so long as: (a) such transaction is not with a direct competitor of Persistent.id, (b) the assignee agrees in writing to be bound by all terms of this Agreement, and (c) the assignee has a creditworthiness and reputation at least equal to Customer's at the time of this Agreement's execution. Persistent.id may assign this Agreement at its sole discretion, provided that Persistent.id shall remain liable for performance of its obligations hereunder. Any assignment, transfer, or delegation of this Agreement in violation of this section is void. Notwithstanding any assignment, Customer's indemnification obligations under Section 9.1 shall remain in full force and effect and shall not be diminished or discharged by any assignment, merger, acquisition, or other transaction.

16.9 Notices

All notices and other communications under this Agreement must be in writing and sent to the business address specified in this Agreement or to such other address as shall be advised in writing. All notices and other communications under this Agreement shall be deemed to have been given on the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next operating business day if sent after normal business hours of the recipient or if mailed, on the third day after the date mailed, by certified or registered mail (in each case, return receipt requested, postage pre-paid).

Command Precision Inc. dba Persistent.id
Email: [email protected]
Address: 56 Broad Street, Suite 30242 Boston, MA 02109

16.10 Counterparts

This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and become effective when counterparts have been signed by each Party and delivered to the other Party.

16.11 Electronic Signatures

The Parties agree that the electronic signatures of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including clicking a button or checking a box next to the statement "I Agree," pursuant to the Ohio Uniform Electronic Transactions Act (R.C. 1306.01 et seq.) as amended from time to time. The Parties consent to the use of electronic signatures and communication. Any reproduction of this Agreement made by reliable means is considered an original.

16.12 No Third-Party Rights; Limitations Period

This Agreement does not create any third-party rights. Neither Party will bring a legal action arising from, or relating to this Agreement, more than two years after the cause of action arose.

16.13 Survival

Any terms that by their nature extend beyond this Agreement termination remain in effect until satisfied and apply to successors and assignees.

16.14 Marketing Use of Customer Name

Unless Customer requests otherwise in writing in advance, Customer authorizes Persistent.id to use Customer's logo, name, or trademark on its website or other media as a customer.

16.15 Force Majeure

The Parties hereto are not responsible for failure to fulfill its obligations under this Agreement due to causes beyond its control, except that Customer's payment obligations hereunder may not be delayed under such causes beyond 15 calendar days.

16.16 No Construction Against Drafter

The Parties hereto are sophisticated, commercial Parties. This Agreement will not be construed against the drafter.

16.17 Acknowledgment

Parties acknowledge that they have read this Agreement, understand it, and agree to be bound by its terms. The person signing on behalf of each Party is authorized to do so.