FOLLOWANALYTICS SERVICES AGREEMENT 1. Services. During the Term of this Agreement, Service Provider will use commercially reasonable efforts to provide those services described (the “Services”) and furnish the deliverables specifically identified as deliverables (the “Deliverable(s)”) in one or more mutually executed statements of work to this Agreement that are substantially on the form set forth in Schedule 1 (each an “SOW” and numbered as SOW-1, SOW-2, etc.). Each SOW, together with this Agreement will collectively constitute the entire agreement for the specific SOW. 2. Term and Termination. Unless terminated earlier pursuant to the provisions contained in this Agreement, this Agreement is effective on the Effective Date and will continue for the longer of, (i) a period of one (1) year or (ii) expiration or termination of all outstanding SOWs (the “Term”). In the event of termination or expiration, the terms of this Agreement shall survive such expiration with respect to any SOWs in effect prior to the expiration of this Agreement, until the expiration or termination of such SOW. This Agreement or an SOW may be terminated by a Party in the event of a material breach by the other Party which is not cured within thirty (30) days of the defaulting Party receiving notice of the breach. Termination of this Agreement shall be deemed termination of all outstanding SOWs entered hereunder. Termination or expiration of any SOW shall not be deemed termination of this Agreement. Any termination by either Party will not affect Company’s obligation to pay Service Provider for Services properly performed up to the date of termination. 3. Schedule; Force Majeure. Service Provider will use commercially reasonable efforts to provide all Services in accordance with any timelines set forth in the applicable SOWs. If Service Provider has knowledge of anything that may prevent or threaten to prevent the timely performance of the Services, Service Provider will promptly notify the Company in writing and cooperate with Company to mitigate any delay. Notwithstanding the foregoing, Service Provider shall not be liable for delays in the performance of Services to the extent such delays are proximately caused by factors beyond Service Provider’s reasonable control and occurring without its fault or negligence, including without limitation delays caused solely by Company, strikes, acts of God, natural disasters, war or terrorism (a “Force Majeure Delay”) and including Company’s failure to provide timely feedback, materials and information. Service Provider undertakes to use reasonable efforts to minimize the effects of any Force Majeure Delay and the dates by which performance obligations are scheduled to be met will be extended reasonably to provide for time lost due to the Force Majeure Delay. 4. Pricing and Payment. Company will pay Service Provider in accordance with the terms set forth in the applicable SOW. Where Service Provider provides an invoice prior to payment, payment on such invoice shall be made pursuant to the payment schedule set forth in the applicable SOW or, in the event such SOW does not include a payment schedule, within thirty (30) days of receipt of Service Provider’s invoice. Expenses will be reimbursed if expressly provided for in the applicable SOW. Where applicable, Company will pay sales and use taxes imposed on the Services provided hereunder. 5. Change Order. Company and Service Provider acknowledge that during the course of the performance of the Services, there may be modifications to one or more SOWs. Should Company request any modifications to an SOW that constitute a material change to that SOW, prior to commencing any Services under such change request, Service Provider will calculate and submit for Company’s approval any adjustment to the fee and/or schedule resulting from such proposed alteration, addition or deletion. When agreed upon, the changes will be set forth in a “Change Order” executed by both Parties. Any decrease of the fees determined pursuant to a Change Order shall be deducted from the next payment to be made to Service Provider. Any increase of fees determined pursuant to a Change Order shall be paid in accordance with the mutually agreed upon payment schedule set forth in that particular Change Order. Once Company and Service Provider have signed a Change Order, it shall form a part of the relevant SOW and that SOW shall be deemed to be changed in accordance with the contents of the Change Order. Service Provider will not be obligated to make any change without a written Change Order. 6. Acceptance Procedure. Company may evaluate any Deliverables to confirm such Deliverables conform to any specifications set forth in the SOW and provide a written notice of acceptance or rejection to Service Provider. If Company does not provide a written notice of rejection within five (5) days after receipt of any Deliverable, such Deliverable shall be deemed accepted. Any notice of rejection must set forth in reasonable detail the basis for Company’s rejection, specifically identifying any non-conformities relative to the specifications. Upon receipt of a written notice of rejection, Service Provider will make commercially reasonable efforts to revise the Deliverables, and the Deliverables will again be subject to the acceptance procedure described herein. If the Company desires to reject the Deliverables for any reason other than failure to conform to the specifications, such rejection and the respective requested changes shall be addressed via the Change Order procedure described in Section 5. 7. Warranties. 7.1. Each Party represents and warrants to the other that: (a) it is duly organized and in good standing under the laws of its state of incorporation or organization and is duly qualified to do business in the applicable jurisdiction; and (b) to its knowledge, it has all the necessary power and authority to make, execute, deliver, and perform under this Agreement. 7.2. Service Provider warrants that, for a period of [thirty (30)] days from acceptance, in accordance with Section 6, the Deliverables, as delivered by Services Provider to the Company, will substantially conform to the specifications set forth in the applicable SOW. Service Provider’s sole liability, and Company’s sole remedy, with respect to such warranty will be Service Provider’s obligation to correct errors with a level of effort commensurate with the severity of the error. 7.3. The warranty under Section 7.2 will not extend to problems that result from: (i) any modification of or additions to the Deliverables performed by parties other than Service Provider; (ii) misuse of the Deliverables; (iii) use of the Deliverables in conjunction with software or hardware not supplied by Service Provider; (iv) any Company Materials; or (v) any specifications or instructions provided by Company (each a “Warranty Exclusion”). 7.4. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, THE SERVICES, MATERIALS AND DELIVERABLES PROVIDED HEREUNDER ARE PROVIDED “AS IS” WITHOUT FURTHER WARRANTY, EXPRESS OR IMPLIED. SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES, MATERIALS AND DELIVERABLES WILL BE ERROR-FREE. SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 8. Confidentiality. 8.1. “Confidential Information” means any information disclosed by either Party to the other Party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, technology and equipment) that is marked as “confidential” or “proprietary” or, if unmarked, which is otherwise reasonably expected to be treated in a confidential manner under the circumstances of disclosure under this Agreement or by the nature of the information itself. Confidential Information may also include information disclosed to a disclosing Party by third parties. Service Provider Background IP is exclusively the Confidential Information of Service Provider. Confidential Information will not, however, include any information which the receiving Party can demonstrate (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (b) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party; (c) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party, without an associated confidentiality obligation, as shown by the receiving Party’s files and records immediately prior to the time of disclosure; (d) is obtained by the receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (e) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the receiving Party’s possession. 8.2. Each Party agrees not to use any Confidential Information of the other Party for any purpose except to exercise its rights and perform its obligations under this Agreement. Each Party agrees not to disclose any Confidential Information of the other Party to third parties (except as may be provided herein) or to such Party’s employees, except to those employees of the receiving Party with a need to know in order to perform their obligations under this Agreement. Each Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees, agents and contractors who have access to Confidential Information of the other Party have signed an agreement with non-use and non-disclosure restrictions at least as protective as the provisions hereof, prior to any disclosure of Confidential Information to such employees, agents, or contractors. Notwithstanding the foregoing, a receiving Party may disclose such Confidential Information to the extent it is required by law to be disclosed by the receiving Party, provided that the receiving Party gives the disclosing Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure; and provided that any information so disclosed retains it confidentiality protections for all other purposes. 8.3. Neither Party shall, without the other Party’s prior written consent in each instance represent, directly or indirectly, that any product or service has been approved or endorsed by the other Party. Neither Party shall disclose any specific terms of this Agreement without the written consent of the other Party; provided however, either Party may disclose the terms of this Agreement under a duty of confidentiality to such Party’s legal advisors, accountants, financing sources and potential investors, or as may otherwise be required under applicable securities regulations or stock exchange rules. 8.4. Each receiving Party agrees that any violation or threatened violation of this Section 8 may cause irreparable injury to the disclosing Party, entitling the disclosing Party to seek injunctive relief in addition to all legal remedies. 8.5. Upon the termination or expiration of this Agreement, or at the disclosing Party’s earlier request, each receiving Party shall deliver to the disclosing Party or delete all copies of the disclosing Party’s Confidential Information that the receiving Party may have in its possession or control. 9. Independent Contractor. 9.1. Service Provider, including its employees (“Service Provider Personnel”), is an independent contractor. Service Provider Personnel are not employees of Company. Service Provider is solely responsible for the supervision, direction and control of Service Provider Personnel at all times, and Company will not be considered a joint employer of Service Provider Personnel for any purpose. Nothing herein will create any partnership, joint venture, or similar relationship between Company and Service Provider or Service Provider Personnel. Other than pursuant to the terms of this Agreement, Service Provider is free from control or direction by Company over the performance of its duties and obligations hereunder, including the details and methods of such performance. 9.2. It is recognized that Service Provider has made a significant investment in its employees and contractors. As such, to the extent such restriction is permitted under applicable law, Company shall not solicit for employment any employees or contractors of Service Provider during the Term and for a minimum of ninety (90) days following the expiry or termination of this Agreement unless otherwise agreed in writing. The restriction in this Section 9.2 shall not be deemed to prohibit Company’s advertisements addressed to the general public. 10. Ownership and Materials. 10.1. Company shall own and Service Provider hereby assigns to Company all right, title, and interest in and to any Deliverables specifically developed for Company under this Agreement and identified as Custom Deliverables in the applicable SOW (“Custom Deliverables”), excluding, and subject to, Service Provider’s rights in any Service Provider Background IP, and any Third Party IP therein. Service Provider is and will remain the sole and exclusive owner of all right, title and interest in and to the Services and all materials, information, developments, inventions, improvements, documents, discoveries, processes, writings, models, reports, diagrams, devices, computer programs, software, technology, know-how and other works of Service Provider created, conceived, or developed, (a) prior to the Effective Date, (b) outside the scope of this Agreement; or (c) in the course of this Agreement other than the Custom Deliverables, including any copies, enhancements and modifications thereto (collectively, “Service Provider Background Inventions”) and all intellectual property rights therein (collectively, “Service Provider Background IPR,” and, together with the Service Provider Background Inventions, “Service Provider Background IP”). Service Provider hereby reserves all rights not expressly granted herein. Without limiting the generality of the foregoing, no rights or licenses are granted hereunder to Service Provider’s platform. 10.2. Except as expressly set forth herein, Company shall retain all right, title and interest in and to any materials provided by Company to Service Provider (“Company Materials”). During the Term of this Agreement, Company hereby grants Service Provider a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, copy, modify, publicly perform, publicly display, distribute and prepare derivative works of any Company Materials as reasonably necessary to perform the Services. Company hereby represents and warrants that it has all right and title to grant Service Provider the right to use the Company Materials as provided herein and the Company Materials and Service Provider’s use thereof, does not and will not infringe any third party intellectual property rights. 10.3. Subject to the terms and conditions of this Agreement and subject to final payment by Company of all amounts owed to Service Provider under the applicable SOW, Service Provider hereby grants Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, copy, modify, publicly perform, publicly display, distribute and prepare derivative works of any Service Provider Background Inventions, solely as part of and as incorporated into a Deliverable by Service Provider, solely to the extent such Service Provider Background Invention is actually incorporated into such Deliverable by Service Provider, and solely as necessary for Company to fully exploit its rights in such Deliverables. 10.4. The Parties agree and acknowledge that the Deliverables may include or be built on certain software or materials of third parties and their licensors, which shall be described in the applicable SOW (“Third Party IP”). Service Provider shall not be liable for any Third Party IP incorporated or linked in the Deliverables. 11. Indemnification 11.1. Service Provider shall defend Company and its parents, subsidiaries, affiliates, shareholders, officers, directors and employees against and pay any settlement or final judgment amounts resulting from third party claims alleging any intellectual property infringement by the Service Provider Background Inventions utilized by Service Provider pursuant to this Agreement, and incorporated by Service Provider into the Deliverables. Service Provider will not be liable for any infringement based on any Warranty Exclusion. 11.1.1. If any Deliverable or Service Provider Background Invention infringes or misappropriates, or in the reasonable determination of Service Provider is likely to infringe or misappropriate any third party’s intellectual property rights, then Service Provider may, at its sole option and expense: (i) obtain from such third party the right to continue to use the Deliverable or Service Provider Background Invention consistent with the rights granted hereunder; (ii) modify the Deliverable or Service Provider Background Invention to avoid and eliminate such infringement or misappropriation; or (iii) terminate this Agreement and any rights of Company with respect to such Deliverable or Service Provider Background Invention. 11.1.2. THE FOREGOING PROVISIONS OF THIS SECTION 11.1 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF SERVICE PROVIDER, AND THE EXCLUSIVE REMEDY OF COMPANY, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT. 11.2. Company shall defend Service Provider and its parents, subsidiaries, affiliates, shareholders, officers, directors and employees against and pay any settlement or final judgment amounts resulting from third party claims alleging any intellectual property infringement by the Company Materials. 11.3. The indemnified Party shall promptly notify the indemnifying Party when it has knowledge of circumstances likely to result in an indemnification obligation or when any claim is pending or threatened that is covered by this Section 11. Upon request, and to the extent permitted by applicable law, the indemnifying Party shall have the right, in its discretion, to defend, settle, or compromise any such suit or proceeding, at its own expense, provided that no settlement shall be made which imposes any obligations on the indemnified Party (other than payment of amounts which are to be paid by the indemnifying Party), or is prejudicial to the indemnified Party, without the prior written consent of the indemnified Party, which consent shall not be unreasonably withheld or delayed. The indemnified Party shall reasonably cooperate with the indemnifying Party in the defense of any such suit or proceeding. Failure by the indemnified Party to promptly notify the indemnifying Party as required by this Section 11.4 shall not invalidate the claim for indemnification, unless such failure has a material adverse effect on the settlement, defense, or compromise of the matter that is the subject of the claim for indemnification. 12. Limitation of Liability. EXCEPT FOR A PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTIONS 8 (CONFIDENTIALITY), NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, DATA OR USE, WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. EACH PARTY’S LIABILITY FOR ANY CLAIM OR SERIES OF RELATED CLAIMS IN CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT TO EXCEED THE AMOUNT OF THE SERVICE FEES PAID TO SERVICE PROVIDER FOR ANY SERVICES PROVIDED UNDER THIS AGREEMENT. 13. Complete Agreement; Precedence. Except as otherwise agreed by the Parties in writing, this Agreement (together with all SOWs) is the final and complete expression of all agreements between the Parties and supersede any previous or contemporaneous negotiations, orders, communications or agreements with respect to the subject matter hereof. Any exhibits or attachments ascribed hereto are specifically made a part of this Agreement and incorporated herein by reference. In the event of a conflict between terms of the Services Agreement and the exhibits or attachments made part of the Services Agreement, the Services Agreement will govern; provided that in the event of a conflict between the Services Agreement and any SOW, the terms of the SOW shall prevail. 14. Survival. Sections 4, 7.4, 8 9.2, 10, and 12 through 21 of this Agreement and any provisions of all SOWs executed under this Agreement which by their nature are intended to survive termination or expiration of such SOW, will survive termination or expiration of this Agreement. 15. Counterpart. This Agreement may be executed in any number of counterparts, each of which counterparts, when executed or delivered, will be deemed to be an original, and all of which taken together will constitute one and the same instrument. 16. Waiver; Amendment; Modification. No term or provision hereof will be considered waived by a Party, and no breach excused by a Party, unless such waiver or consent is in writing and signed by an authorized representative of such Party. The waiver by a Party of, or consent by a Party to, a breach of any provision of this Agreement by the other Party, will not constitute, operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach by a Party. This Agreement may be amended or modified only by an agreement in writing signed by an authorized representative of each Party. 17. Assignment; Subcontractors. Service Provider and Company may not assign or transfer this Agreement without the other Party’s prior written consent; provided however, (a) either Party may assign this Agreement to its successor effective upon notice, in the event of a change of control, merger, reorganization or sale of all or substantially all of the assets of such assigning Party, and (b) Service Provider may subcontract all or part of its duties hereunder so long as Service Provider remains liable for the performance thereof. 18. Governing Law. This Agreement will be governed by the internal laws of California without regard to its choice of laws or conflict of laws rules. 19. Dispute resolution. Should a dispute arise between the Parties relating to this Agreement, senior executives of each Party shall in good faith attempt to resolve the dispute within thirty (30) days following receipt of written notice sent by one Party to the other Party. If the senior executives cannot resolve the dispute within thirty (30) days after notice is given, then either Party may invoke formal dispute resolution procedures by submitting to the other Party a written demand for arbitration. Any dispute subject to arbitration shall be determined and settled by confidential arbitration, conducted in English, held in San Francisco County, California, administered by the American Arbitration Association (“AAA”) before a sole arbitrator in accordance with the then-current AAA Commercial Arbitration Rules. The award rendered by the arbitrator shall be final and binding on the Parties thereto, and judgment thereon may be entered in any court of competent jurisdiction. Nothing in this Section 19 shall prevent either Party from applying to a court of competent jurisdiction for equitable or injunctive relief. 20. Enforceability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, (a) such provision will be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and (b) the legality, validity, and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby. 21. Notices. All notices required under this Agreement will be provided in writing and will be considered received if delivered or sent by personal delivery, reputable courier, facsimile, e-mail, or both certified and