Master Service Agreement

(Datawrkz and the Company to be singularly referred to as a “Party” and collectively referred to as “Parties”.)

RECITAL

• A. Datawrkz operates an Independent Trading Desk (ITD) offering digital media services to any Client partner.
• B. The Company wishes to use ITD service from Datawrkz for running advertising Campaigns either for themselves or for clients of theirs.
• C. By accepting this Agreement (when Company first avails of the ITD and/ or related service and also again each time Company subsequently avails of the ITD and/ or related service), Company confirms that (i) the person accepting the Agreement is the Company’s authorized representative with the requisite authority to bind Company in respect of this Agreement and submit any requests on Company’s behalf, and (ii) Company agrees to be legally bound by the Agreement in all respects.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties hereto hereby agree as follows:

1. DEFINITIONS

In this Agreement including the recitals, the following words shall have the following meanings:

1. 1.1. “Ad Exchange” means an advertising exchange or other biddable source of Ad Inventory.

2. 1.2. “Ad Inventory” means online advertising impressions, including, without limitation, web, mobile, application and/or widget-based advertising impressions.

3. 1.3. “Ad Tag” means any programming code or HTML that requests for an impression against which the creative will be served by a third party system.

4. 1.4. “Creative” means a unit of advertising content.

5. 1.5. “Affiliate” means, with respect to a Party, an entity that directly or indirectly controls, is controlled by or is under common control with such Party.

6. 1.6. “Bidding Terms” means, with respect to a Buyer or Seller, all of (x) the conditions that such party requires with respect to a particular Ad Unit or particular Ad Inventory as applicable, (y) the specifications and features of and rules associated with, its particular Ad Unit or Ad Inventory as applicable, and (z) other information and data provided within a Service by or on behalf of that Buyer or Seller with respect to a particular Ad Unit or particular Ad Inventory, as applicable.

7. 1.7. “Buyer” means an advertiser, agency, network, or other party that buys or attempts to purchase Ad Inventory through a Service.

8. 1.8. “Client” means an advertiser, network, or other third party, if any, on whose behalf the Company utilizes a Service.

9. 1.9. “Confidential Information” means any information that is disclosed provided or made accessible by, or on behalf of, one Party to the other Party in connection with this Agreement, and which is identified as ‘confidential’ or ‘proprietary’ or which, given the nature of the information or material, or the circumstances surrounding the disclosure or provision, reasonably should be understood to be confidential or proprietary (e.g. product or business plans), but does not include information that the recipient already knew, becomes public through no fault of the recipient, or was independently developed by the recipient without reference to the discloser’s confidential information.

10. 1.10. “Datawrkz Account” means an account that Datawrkz has with a Third-Party, which account entitles Datawrkz and/or its customers to purchase Ad Inventory through that Third-Party.

11. 1.11. “Managed Impression” means an Ad Unit impression served pursuant to a transaction conducted through the Auction Service in which the same party both buys and sells the applicable Ad Inventory through the same Service “Account” (which may be on its own behalf and or on behalf of any of its Clients), it being understood that each of a “house” Ad Unit impression and a “default” Ad Unit impression served pursuant to a transaction conducted through the Auction Service will be deemed a “Managed Impression” for purposes hereof.

12. 1.12. “Seller” means a publisher, network, exchange, data aggregator, data management platform or other party that sells impressions or data through Datawrkz or the platforms leveraged by Datawrkz to render Services.

13. 1.13. “Services” shall mean Services as per Section [2].

14. 1.14. “Sites” means the digital properties on which a Service(s) is (are) utilized (including, but not limited to, web and mobile sites, video players, mobile applications and third party platforms such as Google AdWords and Facebook Marketing.

15. 1.15. “Subcontractor” means, with respect to a Party, a subcontractor, consultant third- party service provider or agent engaged by such Party (or a Client or Affiliate of such Party) in connection with its use or provision of Services, both of which are permitted under this Agreement and the Exhibits

2. SERVICES

Datawrkz will provide various services (each, a “Service”, and collectively, the “Services”) to Company according to exhibits, supplements and addenda to this MSA upon which the Parties may agree in writing from time to time (each, an “Exhibit”, and collectively, the “Exhibits”). Each Exhibit, which will be deemed to incorporate this MSA, will contain additional terms and conditions that are specific to the Service(s) that is provided pursuant to such Exhibit. Services are provided subject to the terms and conditions of this MSA (including for purposes of clarification, the Exhibits) and any applicable third-party terms and conditions. It is expressly clarified that unless otherwise agreed to in writing between us within the relevant Exhibit, the Company shall bear the responsibility of adhering to the terms and conditions of applicable third parties, including any third-party media buying platforms that may be utilised by Datawrkz to render its services hereunder.

4. DUTIES AND OBLIGATIONS OF THE COMPANY

• 4.1 Prohibited Acts
• a) General. Company will not, will not attempt to, and will not assist or knowingly permit any third party to:
• 1. i. copy, reproduce, modify, damage, disassemble, decompile, reverse engineeror create derivative works of any technical product used to render any Service or any portion thereof;
  2. ii. breach, disable, tamper with, or develop or use (or attempt) any workaround for, or otherwise damage any technical product used to render any Service or any security measure thereof;
  3. iii. interfere or attempt to interfere (whether through a device, software, mechanism, routine or otherwise) with the proper working of any Service or any activity conducted on Datawrkz server;
  4. iv. set, read, write, modify or delete any cookie on Datawrkz owned or operated domain;
  5. v. pass personally identifiable information to Datawrkz, or otherwise associate a cookie, web beacon, or other tracking mechanism with personally identifiable information;
  6. vi. use any Service to select or target Ad Units (x) based on past visits or clicks by users on sites directed at children under the age of 13 years, or (y) based on information generally accepted as “sensitive” pursuant to Internet advertising industry guidelines (e.g, the self-regulatory principles/code of conduct of the Network Advertising Initiative) or policies or applicable law, rule or regulation;

  or

  7. vii. alter or tamper with any information or materials on or associated with any Service.
• b) While using service, Company hereby further covenants that none of the Ad Units provided to Datawrkz will, when viewed or clicked on by a user(s), cause the download or delivery of any software application executable code, virus, or malicious or social engineering (phishing) code or features;
1. i. none of the Ad Units provided to Datawrkz, and none of the sites to which a user is directed following a click on any such Ad Unit, will be obscene, deceptive or otherwise illegal; and
2. ii. it will not, will not attempt to, and will not assist or knowingly permit any
   third party to: disclose Ad Inventory availability, volume, or pricing data obtained through any Service without written consent of the Seller or publisher, as applicable; or
3. iii. collect or use data provided by, from or related to any Service via a cookie, web beacon, log data analysis or other mechanism or method, for purposes of segmenting, re-targeting, creating or supplementing user profiles or inventory profiles, creating supplementing or amending interest categories, or syndication or other distribution to third parties, unless such data collection and usage are authorized in writing by Datawrkz.
   Datawrkz may reject, remove or deactivate Ad Units that do not comply with policies, or do not comply with any applicable law, rule or regulation or for any reasonable business reason.

5. COMPANY’S REPRESENTATIONS AND WARRANTIES

1. i. Company hereby represents and warrants that it has and will have all necessary rights and authority (x) to Enter into this MSA and each Exhibit and (y) to perform its obligations hereunder and thereunder; and
2. ii. Company will (x) be solely responsible for all use of Services hereunder (including without limitation, the creation of all Ad Units, (y) use the Services in compliance with Company’s other agreements (including without limitation with advertisers and publishers), (z) have obtained and be deemed to have hereby granted to Datawrkz, all rights necessary to allow Datawrkz to store, audit, optimize, and serve Ad Units to Ad Inventory and otherwise provide the Services hereunder.

6. DATAWRKZ’S REPRESENTATIONS AND WARRANTIES

1. i. Datawrkz hereby represents and warrants that it has and will have all necessary rights and authority (i) to enter into this MSA and each Exhibit and (ii) to perform its obligations hereunder and thereunder./li>
2. ii. Datawrkz will (a) provide Services to Company in accordance with the terms set out herein and each of the Exhibits, as may be applicable, and obtain all rights necessary to provide Services hereunder; (b) use commercially reasonable efforts to serve Ad Units to Ad Inventory through the applicable Service(s) according to the Bidding Terms selected by Company; and (c) if Company has elected to receive email notifications of “Policy Updates”, provide notice by email to Company of material changes to Datawrkz’s Service Policies. Notwithstanding anything to the contrary in this MSA, Datawrkz will have no liability or other responsibility with respect to the content of any Ad Unit or any Ad Inventory or Site.

7. TERM, TERMINATION & SUSPENSION

Unless earlier terminated this MSA will remain in effect until all Exhibits have terminated. Each Party may terminate an Exhibit immediately on notice to the other Party that it is in material breach of this MSA with respect to such Service; provided that (x) if the breach is capable of cure, the breaching Party will have 30 days from the notice date to cure the breach to the non-breaching Party’s reasonable satisfaction; and (y) Datawrkz may immediately suspend the provision and use of any or all Services under the Exhibits on notice to Company if, in Datawrkz’s reasonable discretion, Company breaches any of the clauses of Section 4hereof. Under (y), all payments from Datawrkz, will stand suspended. If Company fails to pay fees invoiced by Datawrkz (other than fees disputed in good faith) by the applicable payment due date, Datawrkz may suspend each applicable Service, in whole or in part, on notice to Company. Notwithstanding termination of this MSA, any provisions of this MSA that by their nature are intended to survive, will survive termination.

8. DATA; PROPRIETARY RIGHTS

• 8.1 Data.

1. As between Company and Datawrkz and subject to terms and conditions of this MSA (including without limitation, Section 4.1 hereof), all data derived from transactions (i.e., purchases and sales of Ad Inventory and the serving of Ad Units to such Ad Inventory) conducted pursuant to its use of Services (collectively, “Company Data”); provided that Datawrkz may use and disclose Company Data solely:

2. i. as aggregate Service statistics,
3. ii. to provide, operate, manage, maintain and enhance the Services (it being understood and agreed that without limiting the generality of the foregoing, Datawrkz may disclose certain Company Data, in connection with the operation of the Services, only to (x) each Seller of Ad Inventory on which Company has bid in an auction or from which Company has purchased Ad Inventory through a Service, and (y) each Buyer that has bid on or viewed Company’s Ad Inventory in an auction or to which Company has sold Ad Inventory through a Service),
4. iii. to (A) Subcontractors and other third-party service providers (e.g. auditors) of Datawrkz who need to know it and who are obligated to keep it confidential subject to the terms and conditions hereto and (B) third parties whose services Company has elected to use though the applicable Service(s) and who are obligated to keep it confidential subject to the terms and conditions hereto,
5. iv. if and as required by court order, law or governmental or regulatory agency (after, if permitted, giving reasonable notice to Company and using commercially reasonable efforts to provide Company with the opportunity to seek a protective order or the equivalent (at Company’s expense), and
6. v. as may otherwise be elected by Company within the applicable Service(s); provided further, however, that Datawrkz’s retrieval and/or provision to Company of event- level data and/or custom reports derived from Company’s use of Services may result in additional fees hereunder (to be agreed by Datawrkz and Company in writing through an exhibit) based on storage and service costs. For purposes hereof, notwithstanding anything herein to the contrary, but subject to the provisos in this Section 10.1, Company Data will be Confidential Information of Company.

8.2 Proprietary Rights.

1. a) As between the Parties, Datawrkz owns and will retain all right, title and interest in and to each of the Services and Datawrkz API specifications (in each case, including but not limited to all software, concepts, methodologies, techniques, models, templates, algorithms, trade secrets, processes, information, materials, source codes and know-how contained therein, all modifications, updates, enhancements and derivative works thereof, all documentation and manuals, related thereto and all other aspects of such technology, the name “Datawrkz” or any derivatives thereof and any other trademarks and logos which are owned or controlled by Datawrkz and made available to Company through the Services or otherwise hereunder and all intellectual property and proprietary rights in and to all of the foregoing. As between the Parties, Company owns and will retain all rights, title and interest in and to its intellectual property, including all software and technologies related thereto, and any modifications, updates, enhancements and derivative works thereof.
2. b) As between the Parties: (i) Datawrkz will own all rights, title and interest in and to the source and object code of any software or application (in each case, including but not limited to all software, concepts, methodologies, techniques, models, templates, algorithms, trade secrets, processes, information materials, source codes and know-how contained therein, all modifications, updates, enhancements and derivative works thereof, all documentation and manuals related thereto and all other aspects of such technology) that can access or communicate with Company’s servers (each a “Datawrkz Application”); provided, however that in no event will Datawrkz Application incorporate or include any of Company’s Confidential Information or otherwise breach this MSA or infringe any intellectual property right of Company; and (ii) Company will own all right, title and interest in the source and object code of any software or application (in each case, including but not limited to all software, concepts, methodologies, techniques, models, templates, algorithms, trade secrets, processes, information, materials, source codes and know-how contained therein, all modifications, updates, enhancements and derivative works thereof, all documentation and manuals related thereto and all other aspects of such technology) that can access or communicate with Datawrkz’s servers using Vizibl console (each, a “Company Application”); provide, however, that in no event will Company Application
   incorporate or include any of Datawrkz’s Confidential Information or otherwise breach this MSA or infringe any intellectual property right of Datawrkz.
3. c) Each Party reserves any and all rights not expressly granted in this MSA and disclaims all implied licenses including without limitation implied licenses to trademarks, copyrights, trade secrets and patents.

9. DISCLAIMERS; LIMITATION OF LIABILITY

2. 9.1. EACH PARTY DISCLAMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES FOR NON- INFRTNGEMENT (IT BEING UNDERSTOOD THAT, FOR PURPOSES OF CLARIFICATION, THE FOREGOING WILL NOT LIMIT EITHER PARTY’S IP INFRINGEMENT OBLIGATION SET FORTH IN SECTION 12 (INDEMNIFICATION) OF THIS MSA), MERCHANTABILITY AND FITNESS FOR ANY PURPOSE.
3. 9.2. TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM:

1. (a) EXCEPT (i) FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES UNDER THIS MSA AND (ii) WITH RESPECT TO BREACHES OF SECTION 8 (CONFIDENTIALITY) OF THIS MSA, NO PARTY MAY BE HELD LIABLE UNDER THIS MSA OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THIS MSA FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE; AND
2. (b) EXCEPT WITH RESPECT TO (i) ITS FRAUD OR INTENTIONAL MISCONDUCT AND (ii) IT’S PAYMENT OBLIGATIONS UNDER THIS MSA, DATAWRKZ’S MAXIMUM AGGREGATE LIABILITY WITH RESPECT TO A PARTICULAR EXHIBIT WILL NOT EXCEED THE TOTAL AMOUNT OF NET EARNINGS PAID BY COMPANY TO DATAWRKZ WITH RESPECT TO SERVICES UNDER SUCH EXHIBIT DURING THE 12 MONTHS BEFORE THE DATE WHEN THE LIABILITY AROSE.
3. (c) DATAWRKZ DOES NOT EXCLUDE OR LIMIT ITS LIABILITY FROM ADVERTISER FOR VIOLATION OF ANY CLAUSE UNDER THIS AGREEMENT THAT RESULTS IN LOSS OF PROFITS, BUSINESS OPPORTUNITIES, GOODWILL OR REPUTATION OR FOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

10. INDEMNITY

1. 10.1 Each Party (in such capacity, the “Indemnifying Party”) will defend, indemnify and hold harmless the other Party and its officers, directors, employees and agents (each, an “Indemnified Party”) from all third party claims or liabilities and related expenses (including without limitation reimbursement for reasonable outside attorneys’ fees and disbursements) arising out of or related to (i) the Indemnifying Party’s breach or alleged breach of this MSA (including, for purposes of clarification, any Exhibit), (ii) the Indemnifying Party’s breach or alleged breach of applicable law, (iii) Datawrkz making available Creatives provided to Datawrkz by either the Company/ the end client or any third party introduced by the Company/ the end client to run any Campaign hereunder, in accordance with the instructions of the Company/ the end Client or any third party introduced by the Company/ the end client, or (iv) the Indemnifying Party’s infringement or misappropriation of a third party’s patent, trademark, trade secret copyright or any other intellectual property right in connection with (a) with respect to Datawrkz, the software and other technology used by Datawrkz to provide the Services hereunder, and (b) with respect to Company, the creative, technology, data or other materials provided by Company to Datawrkz or otherwise provided and utilized by Company in connection with the Services hereunder (“Company Materials”) (the indemnification obligation of each Party described in this clause (ii), the “IP Infringement Obligation”). Except as set forth in Section 4.3 hereto the previous sentence states the sole liability of the Indemnifying Party, and the sole remedy of the Indemnified Party, with respect to any third- party claim arising out of the Indemnifying Party’s breach of this MSA or intellectual property infringement or misappropriation.

2. 10.2 The Indemnified Party must (i) promptly notify the Indemnifying Party in writing of the third-party claims (provided that failure of the Indemnified Party to promptly notify the Indemnifying Party will not relieve the Indemnifying Party of its indemnification obligations, except to the extent it has been damaged by the failure); (ii) reasonably cooperate with the Indemnifying Party in the defense of the matter and (iii) give the Indemnifying Party primary control of the defense of the matter and negotiations for its settlement. The Indemnified Party may at its expense join in the defense with counsel of its choice. The Indemnifying Party may enter into a settlement only if it (A) involves only the payment of money damages by the Indemnifying Party and (B) includes a complete release of the Indemnified Party; any other settlement will be subject to written consent of the Indemnified Party (not to be unreasonably withheld or delayed).

3. 10.3 Datawrkz’s IP Infringement Obligation will not apply to claims to the extent arising from (i) Company’s use of the Service in violation of this MSA; (ii) the Company Materials’ infringement or misappropriation of third party’s patent, trademark, trade secret or copyright; or (iii) the combination, operation or use of the Service with any product or any of the services not provided or authorized in writing by Datawrkz. Company’s IP Infringement Obligation will not apply to claims to the extent arising from Datawrkz’s provision of the Service in violation of this MSA or a third party’s patent, trademark, trade secret or copyright. If a Service becomes, or in Datawrkz’s reasonable opinion is likely to become, the subject of an intellectual property infringement claim, then Datawrkz will promptly notify Company and at its sole option and expense, may either: (x) procure the right to continue providing the Service as contemplated by this MSA; (y) modify the Service to render it non-infringing (provided that modification does not adversely affect use of the service); or (z) replace the Service with a functionally equivalent non-infringing service. If none of the foregoing options is commercially practicable, then each Party will have the right to terminate each affected Exhibit.

11. PRIVACY

Company will use Services under this MSA in compliance with all applicable privacy laws, rules and regulations. Company will ensure that each of its Sites contains, and will advise in writing each of its Clients that each of their Sites is required to contain: (x) a privacy policy that (a) discloses (i) the usage of third-party technology and (ii) the data collection and usage resulting from the Service (it being understood that this clause (a) will not be deemed to require those privacy policies to expressly identify Datawrkz or any Service, unless otherwise required by law, rule or regulation), (b) contains a conspicuous live hyperlink to an opt-out web site that provides the user the ability to opt out of interest- based advertising through the Services, if data is collected on such Site(s) through the Service for purposes of interest-based advertising, and (c) complies with all applicable privacy laws, rules and regulations; and (y) to the extent required by applicable law, rule or regulation, a mechanism to obtain, with respect to the use of Datawrkz’s Services, users’ prior and informed consent to the usage of third-party technology (reasonable evidence of such consent to be maintained to the extent so required).

12. NON- SOLICITATION

Both Parties shall not, and shall ensure that the directors, agents and employees of each other do not, during the subsistence of this Agreement, solicit or conduct business directly or indirectly, for either its own interest or the interest of any another person or entity, with the partners of the Company without explicit written permission of other party.

13. DISCLAIMER

EXCEPT FOR THE EXPRESS WARRANTIES AS STATED IN THIS SECTION 14, DATAWRKZ DISCLAIMS ALL OTHER WARRANTIES, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE SERVICES ARE PROVIDED “AS IS.” DATAWRKZ DOES NOT WARRANT THAT THE SERVICES OR PLATFORM WILL OPERATE UNINTERRUPTED OR ERROR-FREE. DATAWRKZ AND ITS LICENSORS ARE NOT RESPONSIBLE FOR ANY CONTENT INSIDE ANY ADS SERVED. DATAWRKZ MAKES NO REPRESENTATION OR WARRANTY REGARDING THE RESULTS COMPANY WILL OBTAIN BY USING THE SERVICES.

14. MISCELLANEOUS

1. 14.1 Headings. The section headings used in this Agreement are intended for reference purposes only and shall not affect the interpretation of this Agreement.

2. 14.2 Counterparts. This Agreement may be executed in counterparts (which may be exchanged by facsimile), each of which shall be deemed an original, but which together shall constitute one and the same instrument.

3. 14.3 Waiver. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy under this Agreement shall operate as a waiver thereof.

4. 14.4 Remedies not Exclusive. Except as expressly set forth herein, no remedy hereunder is intended to be exclusive of any other remedy available hereunder or at law or in equity.

5. 14.5 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall apply only to such provision. The illegality, invalidity, or unenforceability of such provision shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and that provision, and this Agreement generally, shall be reformed, construed and enforced so as to most nearly give lawful effect to the intent of the Parties as expressed in this Agreement. The fact that any provision of this Agreement is held to be illegal, invalid or unenforceable in a particular jurisdiction shall have no effect upon the legality, validity, or enforceability of such provision in any other jurisdiction.

6. 14.6 Non-Exclusivity. This Agreement is non-exclusive. Nothing in this Agreement restricts either Party from developing, marketing, selling, licensing, and/or distributing its products or services, or products and services similar to those of the other Party, in the normal course of business or through its standard sales channels.

7. 14.7 Independent Contractor Relationship. Datawrkz is an independent contractor and this Agreement does not create an agency, partnership, or joint venture relationship between Datawrkz and Company or Datawrkz and any Company personnel. Datawrkz has sole responsibility for activities of Datawrkz and its personnel, and shall have no authority and shall not represent to any third party that it has the authority to bind or otherwise obligate Company in any manner.

8. 14.8 Force Majeure. Neither Party shall be liable for any failure or delay in the performance of any of their respective obligations if prevented from doing so by a Force Majeure Event. “Force Majeure Event” means (i) floods, earthquakes, or other similar elements of nature or acts of God; (ii) riots, civil disorders, rebellions or revolutions in any country; or (iii) any other cause beyond the reasonable control of the non- performing Party, provided the non-performing Party is without fault in failing to prevent or causing such default or delay, and such default or delay could not have been prevented or circumvented by the non-performing Party through the reasonable use of alternate sources, workaround plans or other reasonable precautions.

9. 14.9 Notices. Unless otherwise stated, all notices, approvals, instructions and other communications for the purposes of this Agreement shall be given in writing and may be given by personal delivery or by sending the same by registered post, electronic medium or by facsimile addressed to the Party concerned at the address stated herein, or any other address subsequently notified to the other Parties for the purposes of this Clause and shall be deemed to be effective in the case of personal delivery or delivery by registered post at the time of delivery.

10. 14.10 Publicity. Either Party grants the other, the limited right to use the other’s name and any trademarks or service marks in connection with this Agreement. Such use of other party’s name and trademarks shall be solely to identify the other as business partners under this Agreement. Sufficient care will be taken to ensure that neither Parties deem to explicitly or implicitly endorse the activities of the other, or which is likely to cause confusion as to Company’s relationship to Datawrkz’s services. Both Parties shall allow the other to use its name as a reference.

11. 14.11 Marketing Materials. Both Parties agree to use any marketing materials provided by the other party only for the purpose of marketing the Services detailed in this Agreement and its SOWs. Neither Party shall not use such provided marketing materials in any manner not authorized by the other party.

12. 14.12 Governing Law / Jurisdiction. This Agreement will be exclusively construed, governed and enforced in all respects in accordance with the internal laws (excluding all conflict of law rules) of the following: (i) the State of Texas, if Company contracts with MediaWrkz, Inc.; (ii) the Republic of Singapore, if Company contracts with MediaWrkz Pte. Ltd.; or (iii) the Republic of India, if Company contracts with Datawrkz Business Solutions Private Limited. The United Nations Convention on Contracts for the International Sale of Goods will not apply in any respect to this Agreement or the parties thereto.

13. The exclusive jurisdiction and venue for all disputes under or pursuant to this Agreement will be (i) a court of competent jurisdiction in Austin, Texas, if Company contracts with MediaWrkz, Inc.; (ii) a court of competent jurisdiction in the Republic of Singapore, if Company contracts with MediaWrkz Pte. Ltd.; or (iii) a court of competent jurisdiction in Bengaluru, Karnataka, if Company contracts with Datawrkz Business Solutions Private Limited.
14. Notwithstanding anything stated herein, all disputes under or pursuant to this Agreement shall be finally resolved by binding arbitration proceedings conducted in English before a single arbitrator at the local Datawrkz office (i) administered by the American Arbitration Association in accordance with the Commercial Arbitration Rules for the time being in force, if Company contracts with MediaWrkz, Inc.; (ii) administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause, if Company contracts with MediaWrkz Pte. Ltd.; or (iii) in accordance with the Arbitration and Conciliation Act, 1996 as may be amended from time to time, if Company contracts with Datawrkz Business Solutions Private Limited.
15. The arbitrator shall be knowledgeable in the chosen law and the software industry. At either party’s request, the arbitrator shall give a written opinion stating the factual basis and legal reasoning for the decision. The arbitrator shall have the authority to determine issues of arbitrability and to award damages as permitted by this Agreement. The parties, their representatives, and any other participants shall hold the existence, content, and result of arbitration in confidence. Judgment on the arbitration award may be entered in any court having jurisdiction. Notwithstanding the foregoing, Datawrkz may, at its sole discretion, seek preliminary judicial relief in any court of competent jurisdiction (including, but not limited to, preliminary injunctive relief) as necessary to enforce its rights in its proprietary information or intellectual property.

16. 14.13 Entire Agreement. This Agreement and its Exhibit(s), along with each applicable IO, constitute the entire agreement of the Parties with respect to the subject matter hereof and supersedes any and all existing or prior agreements and communications, whether written or oral, relating to the subject matter hereof. No modification of this Agreement shall be effective unless it is in writing and signed by an authorized representative of each Party.

17. 14.14 Changes. Datawrkz may update this Agreement, along with any of Datawrkz’s operating rules and policies or introduce new policies and rules that relates to this Agreement at any time by publishing a revised version on this or any updated URL. Company’s continued access or use of the ITD and/ or related services after the stated effective date (even if Company originally availed of the license/ service before that effective date) constitutes Company’s acceptance of the relevant revised document with respect to access and use of such services. If Company does not agree to any changes or updates proposed to be made by Datawrkz to this Agreement (as applicable), Company shall immediately inform Datawrkz in writing and cease to access, use or avail of the ITD and/ or related services as of the effective date of any such change or update.

18. 14.15 Precedence. In case of any contradiction between any other agreement (including an IO) signed by the parties and this MSA, this MSA will take precedence.

19. 14.16 Survival. The obligations under sections that contemplate performance or observance subsequent to termination or expiration of this Agreement, including the following sections: Section 6 (“Representations and Warranties”), Section 9 (“Confidentiality”), Section 11 (“Disclaimer & Limitation of Liability”), Section 12 (Indemnity), Section 14 (Non-Solicitation) Section 16 (“Miscellaneous”) and this Section 14.15 (“Survival”), and any other sections that state that they are to survive expiration or termination, shall survive the expiration or termination of this Agreement.