NOMOLOGY MASTER SERVICES AGREEMENT

This Nomology Master Services Agreement (this “Agreement”) is between Not Ordinary Media, LLC (“Nomology”) and any individual or entity who has an active Company Account Order Forms (defined below) with Nomology (hereinafter, the “Company”), to use its advertising technologies and services. Nomology and Company each shall be referred to as a “Party” and collectively the “Parties”.

Company’s use of the Services set forth herein and any and all Company Account Order Forms entered into between Nomology, and Customer shall be governed by this Agreement, unless Nomology and Customer enter into a separate master service agreement, in which case those terms will govern and shall supersede this Agreement. This Agreement and any Company Account Order Forms together form a binding contract between Nomology and Company. Notwithstanding anything to the contrary referenced herein, this Agreement is governed by the IAB/4A’s Standard Terms and Conditions for Internet Advertising for Media Buys One Year or less, Version 3.0. In the event of any inconsistency between the terms of this Agreement and the IAB terms, the terms of this Agreement will prevail.

1. NOMOLOGY SERVICES.

   1. Services. Nomology’s Services enable Company to: (i) identify brand suitable and contextually relevant advertising inventory (“Inventory”) for its advertising campaigns ( “Campaigns”); and (ii) access and use Nomology’s proprietary online advertising purchase and analytics tools and technology (the “Platform”) for planning, targeting, activation and optimization, analytics and other functionalities in connection with such Campaigns (collectively, the “Self-Services”); and (iii) managed services, where Nomology purchases Inventory for identified Campaigns and provides Company selected reports regarding planning, targeting, activation, optimization, delivery and other metrics (the “Managed Services”) (collectively, the “Services”). The Services, term length (the “Term”) along with Company’s contact and payment information will be specified in an applicable online account set up portal located on the Platform (your “Company Account Order Form”) and will be subject to the terms and conditions of this Agreement. Nomology will make available the Platform in accordance with the support terms and conditions and service obligations set forth in this Agreement. In order to provide the Services, Nomology will request access to a Company supplied Google account. Company hereby authorizes Nomology to do so, as is permitted in accordance with Google terms and conditions. Nomology may continually update and evolve the Platform and Services with or without notice to Company and may discontinue the Platform and Services at any time. Nomology is not responsible for the security of Company Data while in transit over the Internet, nor is it responsible for the performance of its third-party hosting services providers. In providing the Services, Campaigns will be closely monitored, and the Platform will automatically update exclusions lists (Company can also update as it desires), automatically pause ads that are not meeting expectations or optimize those ads that are, without affecting the daily budget.
   2. Campaign Content. Company will provide to Nomology all of the Company’s websites, video, mobile applications and other digital media properties owned, operated, controlled or made available by Company or Company’s third-party clients (collectively the{' '} “Campaign Content”) in compliance with the criteria, specifications, and formats required by Nomology. Nomology is not responsible for the content, form, tone or intonation of Company’s advertising. Company is solely responsible for ensuring that all Campaign Content or material is: (a) in compliance with applicable laws, Nomology policies (provided from time to time by Nomology), rules, guidance, ordinances, and regulations and does not violate the intellectual property, privacy, rights of publicity or any other rights of any third parties; (b) not deceptive, defamatory, obscene, indecent, illegal, pornographic, libelous, fraudulent, abusive, infringing, misappropriating, hateful or encouraging of illegal behavior. Company will ensure that all Campaign Content is correct and complete, including any descriptions of the characteristics of the Campaign Content and related data provided to or requested by Nomology or the seller of the Inventory. Nomology’s failure to deliver the Services to Company to the extent caused by Company’s failure to adhere to the obligations of this Section 1(b) shall not be considered a breach by Nomology.
   3. Limitations. Company may not use the Platform or the Services except as specifically authorized under this Agreement. To the maximum extent permitted by applicable law, Company will not reproduce, distribute, modify, prepare derivative works of, translate, reverse engineer, reverse compile, otherwise attempt to derive source code from or disassemble the Platform or any portion thereof. Company will not attempt to circumvent any Platform security measure, introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into Nomology’s systems, or use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access the Platform for any purpose, except with the prior express permission of Nomology. Company may not access the Platform or Services in order to build a competitive product or service, or copy any features, functions or graphics of the Platform or Services.
   4. Monitoring. Nomology, and Nomology third-party vendors, may monitor Company’s usage of the Platform or Services to allow Nomology to verify compliance with the terms of this Agreement. If Nomology discovers Company’s use of the Platform or Services is in violation of this Agreement, Nomology may suspend Company’s access to the Platform or Services until Company achieves compliance.
   5. Professional Services. In addition to the Services, the Parties may agree that Nomology will provide specified additional services, including implementation, customization, development, data migration, integration, testing, conversation, consulting or other services, related to the Platform. One or more separate written statements of work (each an “SOW”) will govern the provision of any such additional services.

2. AGENCIES

   1. Agency Responsibility for Advertisers. If Company is an agent, or any other person, organization, or entity (“Agency”) that enters into this Agreement for the purpose of purchasing Inventory for ads of Agency’s client(s) (“Advertisers”), Agency agrees on behalf of both itself and its Advertisers to be bound by this Agreement and Agency represents and warrants that: (a) Agency is the authorized legal agent on behalf of Advertisers and is authorized to, and will bind Advertisers to this Agreement; (b) Agency has legal authority to enter into this Agreement as agent on behalf of each Advertiser, and it can make all decisions for Advertisers related to this Agreement (and agrees to provide evidence of the same to Nomology upon request); and (c) all of Agency’s actions in connection with this Agreement are and will be within the scope of the agency relationship between Agency and its Advertisers. Agency will ensure that each Advertiser complies with any obligations ascribed to such Advertiser under this Agreement and Agency will remain primarily liable for any noncompliance therewith. For all applicable purposes hereunder, the term “Company” when used outside of this Section 2 shall refer to each of Agency and its Advertisers.
   2. Advertiser Communications. Agency agrees that Nomology may, if required by applicable law, send invoices or campaign reporting directly to the Advertisers. Agency must notify Nomology if it (or its activities in connection with this Agreement) is subject to any local transparency laws, regulations or rules which place obligations on Nomology and will, if required by applicable law or requested by Nomology, provide Nomology any information relating to each Advertiser, and update that information, as necessary.
   3. Nomology Approval of Advertisers. Agency shall notify Nomology of each of its Advertisers and Nomology reserves the right to review and approve each such Advertiser, provided that the identities of Company’s Advertisers constitute Agency’s Confidential Information and may not be used by Nomology except as necessary to enforce this Agreement. If Nomology contests in writing Agency’s authorization of any such Advertiser, the Parties will negotiate a solution to the issues raised for a period of two (2) weeks from such notice, which period may be extended upon mutual written agreement of the Parties. If the Parties are not able to reach agreement as to any contested Advertiser within such period, Nomology may reject such Advertiser and refuse to provide Services regarding such Advertiser, and Agency may terminate this Agreement upon written notice to Nomology.
   4. Payment Liability. Agency will be responsible for payment for Services received by an Advertiser through Agency. Unless otherwise agreed by the Parties, Agency and each Advertiser are jointly and severally liable for any such costs and expenses. If the Advertiser’s or Agency’s credit is or becomes impaired, Nomology may require payment in advance. Additionally, if an Advertiser’s credit becomes impaired, the Agency shall inform Nomology of such Advertiser’s credit impairment within five business days. Notary fees incurred in connection with Agency’s Advertisers will be invoiced the notary fees directly to the Agency to provide certain affidavits to Agency’s Advertisers.

3. INTELLECTUAL PROPERTY RIGHTS.

   1. Data and Reports. As between the Parties, and subject to the licenses explicitly granted in this Agreement, (a) Company will own all right, title and interest in all data Company imports into the Platform or otherwise makes available to Nomology (collectively, “Company Data”), and (b) Nomology will own all right, title and interest in any data residing in the Platform that is not Company Data (“Nomology Data”), including Reports (defined below) and any other data generated by the Services provided to Company under this Agreement, subject to Company’s ownership of the underlying Company Data. Company may use Reports solely for the purposes of receiving the Services and formulating and executing Campaigns, provided that (x) it complies with its privacy policy and all applicable privacy laws, rules and regulations, and (y) it does not disclose, distribute or make public the Reports to third parties except its service providers who are under confidentiality restrictions no less protective than those set forth in this Agreement. Nomology may use Company Data (q) internally for any business purpose and (r) externally if such data is aggregated with other data or anonymized such that third parties cannot attribute the data to Company or its ad buyers.

      A “Report” shall be defined as the customized results that are formulated by the Services in response to a Company query detailing the specific data sets or types of information Company wants the Services to analyze in connection with a Campaign. Reports will not include raw data from Nomology or Nomology sources.

   2. Campaign Content and Company Marks. As between the Parties, Company retains ownership of all Campaign Content as well as all Company Marks (as defined below). Subject to the terms and conditions of this Agreement, Company hereby grants to Nomology a license during the Term to (a) use, transmit, display, publicly perform and distribute all Campaign Content as necessary to provide the Services, and (b) use and display Company’s and its ad buyers’ names and trademarks (“Company Marks”) in connection with customizing and white labeling Company’s dashboard on the Platform. Nomology acknowledges and agrees that any goodwill arising from Nomology’s use of the Company Marks will accrue to the benefit of Company or its ad buyer, as applicable.
   3. Licenses. Subject to the terms and conditions of this Agreement, including Company’s payment of fees in accordance with Section 4 of this Agreement, Nomology hereby grants to Company a limited, non-exclusive, non-sublicensable and non-transferable (unless otherwise set forth herein) right during the Term to access and use the Platform solely for Company’s receipt and use of the Services purchased by Company hereunder for Company’s internal business purposes, including to serve advertisements on Company’s websites, video, mobile applications and other digital media properties owned, operated, controlled or made available by Company or Company’s third party clients (the “Company Properties”) via the Services.
   4. Platform and Services; Developed IP. As between Nomology and Company, Nomology shall own all right, title and interest, including all intellectual property and proprietary rights, in and to the Platform and Services, including all developments, improvements and enhancements thereof. Except as may be expressly set forth in your Company Account Order Form, all inventions, works and other matter developed under this Agreement or related to the Platform and/or Services, including any categorizations, algorithms and analytics derived from or linked to data collected under this Agreement (“Developed IP”) will be the sole and exclusive property of Nomology. The Parties agree that to the extent any Developed IP would otherwise vest in Company or its affiliates or personnel, Company hereby irrevocably assigns to Nomology all right, title and interest in and to such Developed IP.
   5. Reservation of Rights. Aside from the licenses granted under this Agreement, neither Party grants the other any license or other rights in or to its intellectual property, express or implied. Each Party reserves all rights not expressly granted hereunder.

4. FEES AND PAYMENT

   1. Payments and Monthly Statements. Upon Company’s successful creation of its Company Account Order Form, Company will be granted access to the Platform which will direct Company to the YouTube platform. Company will then have full control, management and decisions over total spend amounts for their YouTube campaigns (the “Spend”) and Nomology’s fee will be automatically deducted from the Spend. Company will pay Nomology the fees for the Services as set forth in your Company Account Order Form and, if applicable, for any work covered by a particular, insertion order (“IO”) or Campaign (collectively, a “Project”) (the “Fees”). Company will also reimburse Nomology for Nomology’s out-of-pocket expenses incurred in connection with Nomology’s provision of any Managed Services or the performance of any Projects that are described as being reimbursable in your Company Account Order Form or are otherwise approved by Company in advance in writing. All late payments shall bear interest at the lesser of the rate of one and a half percent (1.5%) per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Company will also reimburse Nomology for all costs incurred in collecting any late payments, including attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which Nomology does not waive by the exercise of any rights hereunder), Nomology may suspend the provision of any Services or the performance of any Project if Company fails to pay any amounts when due and such failure continues for ten (10) days following Company’s receipt of written notice thereof.
   2. Taxes. The Fees are exclusive of all excise, sales, use, consumption, value-added or withholding taxes, or any other levies, tariffs, duties or governmental fees, excluding taxes based on the net income of Nomology (collectively, “Taxes”). Company will pay all Taxes that are due or payable in connection with this Agreement, excluding Taxes on Nomology’s net income. Each Party agrees to cooperate in good faith with the other Party with respect to reasonable requests regarding tax-related forms, documentation or other information relating to this Agreement that may be necessary or appropriate.

5. PRIVACY

   1. Privacy Compliance. Each Party agrees that it will comply with its respective applicable data protection and privacy laws, regulations, obligations and industry self-regulatory rules, codes and guidelines (“Data Protection and Privacy Requirements”) including, as applicable, (a) U.S. federal laws, (b) the self-regulatory rules, codes and guidelines of the Digital Advertising Alliance (DAA) and the Network Advertising Initiative (NAI), (c) the California Consumer Privacy Act, and (d) the General Data Protection Regulation ((EU) 2016/679). Company agrees that, to the extent required by applicable law, it is responsible and liable for providing notice and obtaining any required clear and conspicuous user consent or direction on behalf of itself, Nomology and all of Company’s applicable ad buyers with respect to: (w) sharing information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household, including email address, IP address, user device identification, and precise location data (“Personal Information”) with Nomology and Company’s ad buyers; (x) collecting and using statistical identification of its users or other non-cookie technologies (such as eTags and web or browser cache); (y) collecting and using information across web browsers and devices; and (z) first and third-party cookies, including ensuring users are clearly informed about third-party cookies and promptly notifying Nomology in the event a user opts out of having third-party cookies dropped. In the event Data Protection and Privacy Requirements require user consent to share Personal Information with Nomology and Company ad buyers or require an opt-out of such sharing, Company will not pass such Personal Information to Nomology or Company ad buyers without obtaining the required consent or when a user has exercised an opt-out. Company agrees not to share Company Data that it knows or reasonably should know is from or about children under the age of 13 or that includes health, financial information or other categories of sensitive information (including any information defined as sensitive under applicable laws, regulations and applicable industry guidelines).
   2. Mobile Applications. If any Company Property is a mobile application, then Company must clearly and conspicuously post notice, or a link to such notice, in any store or on any website or otherwise where the mobile application may be acquired that contains: (a) a statement of the fact that data may be collected for cross-app advertising; (b) a clear and conspicuous description of types of data, including any Personal Information, sensitive data, sensor data or personal, precise location data, or personal directory data, that are collected for cross-app advertising purposes; (c) an explanation of how, and for what purpose, the data collected will be used or transferred to third parties; and (d) a clear and conspicuous link to or description of how to access an opt-out mechanism. If notice cannot be provided in or around advertisements, then Company should make arrangements to provide notice within the application or on the landing page of the advertisement.

6. COMPLIANCE WITH LAW

   Without limiting Section 5 above, each Party will comply with all applicable laws and regulations (Nomology in its provision of the Services and Company as to the ads it provides and its use and receipt of the Services). Company will not use the Nomology Platform or Services in connection with any ads or other digital content that are obscene or pornographic, or that depict illegal activity. In addition, Company will not knowingly (a) use the Platform or the Services in connection with any ads that violate any law, regulation or third party right (including intellectual property and privacy rights) or that are deceptive or defamatory; or (b) distribute viruses or other malware (through the ads or any other mechanism). Without limiting the foregoing, Company agrees that it will not export or re-export, directly or indirectly, the Platform, Services and/or other information or materials Nomology provides hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval.

7. TERMINATION

   Each Party may terminate this Agreement upon the other Party’s material breach of this Agreement if the breaching Party fails to cure such breach within thirty (30) days of receipt of written notice from the non-breaching Party, or, in the case of nonpayment of Fees when due, within fifteen (15) days of receipt of written notice. Nomology may terminate this Agreement at any time upon ninety (90) days’ written notice to Company. Upon any expiration or termination of this Agreement, Company will immediately: (a) cease all use of the Services; (b) promptly return or destroy all Nomology Data; and (c) return or destroy any Confidential Information of Nomology in its possession. Sections 3 (Intellectual Property Rights), 5 (Privacy), 7 (Termination), 10 (Disclaimer; Limitation of Liability), 11 (Indemnification), 12 (Confidentiality) and 13 (Miscellaneous) will survive expiration or termination of this Agreement.

8. FORCE MAJEURE

   Each Party will be excused from performance under this Agreement for any period and to the extent (and only to the extent) that it is prevented from or delayed in performing any obligations pursuant to this Agreement, in whole or in part, as a result of a “Force Majeure Event” (defined below). If either Party is prevented from, or delayed in performing any of its obligations under this Agreement by a Force Majeure Event, it shall promptly notify the other Party verbally (to be confirmed in writing within twenty-four (24) hours of the inception of the delay) of the occurrence of a Force Majeure Event and describe, in reasonable detail, the circumstances constituting the Force Majeure Event and of the obligations, the performance of which are thereby delayed or prevented. The Party claiming that a Force Majeure Event has occurred shall continue to use commercially reasonable efforts to mitigate the impact or consequence of the event on the other Party and to recommence performance whenever and to whatever extent possible without delay.{' '}

   A“Force Majeure Event” shall be defined as acts of God, terrorism, war, riots, fire, earthquake, flood or degradation, pandemics, governmental acts or orders or restrictions, failure of suppliers, or failure of third-party networks or communications infrastructure.

9. LIMITED WARRANTIES

   Each Party represents and warrants to the other Party that: (a) it has the right, power and authority to enter into this Agreement and to grant the rights and licenses granted by such Party hereunder; (b) it is duly organized and validly existing and in good standing under the laws of the state of its organization; and (c) the execution and performance of this Agreement do not and will not violate any law or other agreement to which it is a Party or by which it is bound. Nomology warrants that it will make available the Platform and the Services substantially in accordance with the service levels set forth in the Company Account Order Form.

10. DISCLAIMER; LIMITATION OF LIABILITY.

    1. DISCLAIMER. NOMOLOGY DOES NOT WARRANT THAT THE PLATFORM, THE SERVICES PROVIDED UNDER THIS AGREEMENT, OR ANY OTHER MATERIALS OR DATA SUPPLIED BY NOMOLOGY HEREUNDER WILL MEET COMPANY’S PARTICULAR PURPOSES OR NEEDS OR PROVIDE PARTICULAR RESULTS, REVENUE, ENGAGEMENT OR OTHER BENEFITS TO COMPANY, THAT THE PLATFORM WILL OPERATE IN THE COMBINATIONS WHICH COMPANY MAY SELECT FOR USE OR WITH ANY NON-NOMOLOGY MATERIALS USED BY COMPANY, THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR OPERATE WITHOUT LOSS OR CORRUPTION OF DATA OR TECHNICAL MALFUNCTION, OR THAT PLATFORM ERRORS WILL BE CORRECTED. NOMOLOGY DOES NOT PROVIDE ANY WARRANTIES WITH RESPECT TO ANY THIRD-PARTY SOFTWARE, PRODUCT OR SERVICE. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, NOMOLOGY SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES IN CONNECTION WITH THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.
    2. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (A) NOMOLOGY WILL HAVE NO LIABILITY TO COMPANY OR ANY THIRD PARTY CLAIMING THROUGH OR UNDER COMPANY FOR ANY LOST PROFITS, LOST DATA, EQUIPMENT DOWNTIME, OR FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, TORT OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE FORESEEABLE AND (B) NOMOLOGY’S AGGREGATE LIABILITY TO COMPANY IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE AGGREGATE OF THE FEES PAID BY COMPANY FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE UPON WHICH THE CLAIM GIVING RISE TO LIABILITY AROSE, OR THE TOTAL CAMPAIGN FLIGHT PERIOD IN WHICH THE CLAIM GIVING RISE TO LIABILITY AROSE, WHICHEVER IS SHORTEST.

11. INDEMNIFICATION.

    1. Indemnification by Nomology. Nomology will indemnify, defend and hold Company harmless, from and against any liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees and costs) (collectively, “Losses”) finally awarded against Company resulting from a third-party claim, suit or proceeding (each, a “Claim”) brought against Company that the Platform or Services infringe any U.S. patent, copyright, trade secret, trademark or other third-party intellectual property right. Notwithstanding the foregoing sentence, Nomology will have no obligation to defend against claims or pay any losses to Company based on or arising from: (a) ads and other content accessed through or used in connection with the Services; (b) the combination or use of the Platform with any Company-provided content or with Company website(s) or any other materials not furnished by Nomology to the extent such infringement would have been avoided by use of the Platform alone; or (c) any modification of the Platform by Company or any third party that was not approved by Nomology. In the event the Platform or any Nomology proprietary technology is held to, or Nomology believes is likely to be held to, infringe or violate the rights of a third party, Nomology may, at its sole discretion: (x) obtain the right for Company to continue to use the Platform; (y) replace, modify or provide a workaround in order to allow for Company’s continued use of the Platform; or (z) terminate this Agreement in whole, or in part, with respect to the infringing Platform.
    2. Indemnifications by Company. TO Company will indemnify, defend and hold Nomology harmless, from and against any Losses resulting from any Claim brought against Nomology arising out of or related to: (a) any breach by Company of any applicable laws, including privacy laws; (b) use of the Platform or Services by Company other than in accordance with the terms of this Agreement; or (c) an allegation that any Company Properties, Campaign Content, Company Marks or other Company-provided materials infringe, misappropriate or otherwise violate any intellectual property, proprietary or other rights of any third party.
    3. Indemnification Process. TO In all cases in which a Party seeks indemnification and/or defense hereunder, the indemnitee will provide the indemnitor with prompt written notice of such Claim, reasonable cooperation and assistance to the indemnitor in connection with such Claim and full control and authority to investigate, defend and settle such Claim (subject to prior approval by the indemnitee). The indemnification obligations of each Party do not apply to the extent that a Claim arises out of the other Party’s violation of this Agreement.

12. CONFIDENTIALITY.

    1. Definition. “Confidential Information” means any and all technical and non-technical information that either party provides to the other in connection with this Agreement, which is or should be reasonably understood to be non-public and confidential, including trade secret, know-how and proprietary information, designs, schematics, techniques, software code, technical documentation, plans or any other information relating to any research project, work in process, future development, engineering, marketing or business plan or financial or personnel matter relating to a party, its present or future products, sales, suppliers, customers, employees, investors or business, whether in written, oral, graphic or electronic form.
    2. b. Each Party will use the same care to protect Confidential Information of the other Party as it uses for its own similar information, but in no event less than reasonable care, and will not use, disclose or grant use of Confidential Information other than for the purpose of fulfilling its obligations under this Agreement. Each Party will promptly return or destroy the other Party’s Confidential Information upon such Party’s request and will promptly notify the other Party upon discovery of any unauthorized use or disclosure of such other Party’s Confidential Information in its possession or control. The obligations of confidentiality contained in this Section 12 will not apply to Confidential Information that: (a) is or becomes part of the public domain through no fault of or action by the Party to which such Confidential Information is disclosed; (b) was already in possession by the Party to which such Confidential Information is disclosed, other than under an obligation of confidentiality, prior to receipt from the disclosing Party; or (c) was independently developed by the Party to which such Confidential Information is disclosed without use of or reference to the disclosing Party’s Confidential Information. Neither Party will disclose Confidential Information of the other Party or use Confidential Information of the other Party other than to the extent necessary to perform its obligations under this Agreement. Either Party may disclose Confidential Information received from the other Party if required to do so by law, provided that, when legally permissible, such disclosing Party will provide prompt prior written notice of the disclosure to the other Party and will comply with any protective order imposed on such disclosure.

13. MISCELLANEOUS.

    Neither Party will make any public statement relating to this Agreement without the prior written approval of the other Party, except that Nomology may include Company’s name and logo in its marketing and promotional materials and customer lists. This Agreement and any dispute arising from the construction, performance or breach hereof will be governed by and construed and enforced in accordance with the laws of the State of California, without reference to its conflict of law principles. The United Nations Convention for the International Sale of Goods shall not apply to this Agreement. Company agrees that upon Nomology’s request, all disputes arising hereunder shall be adjudicated in the federal courts of competent jurisdiction sitting in Los Angeles County, California, and Company hereby agrees to consent to the personal jurisdiction of such courts. The official language of this Agreement shall be English and any interpretation or construction of this Agreement shall be based solely on the English-language text. All headings to the clauses, sub-clauses and parts of this Agreement are inserted for convenience of reference only and are not intended to be part of or affect the meaning or interpretation of this Agreement. The Parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party will not be applied in the construction or interpretation of this Agreement. As used in this Agreement, the words “include” and “including,” and variations thereof, will be deemed to be followed by the words “without limitation.” This Agreement, and the rights and obligations hereunder, may not be assigned by either Party without the other Party’s prior written consent, provided that such consent is not required in the case of an assignment in connection with a merger, acquisition, or sale of all, or substantially all, of the assigning Party’s assets, equity, or business. Any purported assignment in violation of the foregoing will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. During the Term and for twelve (12) months thereafter, Company will not solicit, nor offer to employ or in any manner attempt to employ any employee of Nomology. The relationship of the Parties is solely that of independent contractors, and this Agreement will not establish any partnership, joint venture, employment, franchise or agency between the Parties. This Agreement may not be altered except in a writing signed by both Parties. No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right. In the event that any clause, sub-clause or other provision contained in this Agreement shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such clause, sub-clause or other provision shall to that extent be severed from the remaining clauses and provisions, or the remaining part of the clause in question, which shall continue to be valid and enforceable to the fullest extent permitted by law. All notices under this Agreement will be delivered by email, or physical mail to the other Party at the address or number set forth in your Company Account Order Form and will be effective upon receipt. This Agreement may be entered into by the Parties in separate counterparts, each of which when so executed shall be as valid and effectual as if executed as an original, but all counterparts shall together constitute one and the same document. This Agreement constitutes the full and entire understanding and agreement between the Parties with regard to the subject matter hereof, and supersedes any prior communications, representations, understandings and agreements, either oral or written, between the Parties with respect to such subject matter. In the event of a conflict between the terms and conditions of this Agreement, your Company Account Order Form, or any applicable SOW, the Company Account Order Form will control.

Contact Us

For any queries or complaints in relation to this Privacy Policy or Nomology's privacy practices, please contact us at contact@nomology.com .

Last updated July 2023.