Quartile Terms of Service

Last updated: 03/31/26

These Quartile Terms of Service ("Terms of Service") are entered into as of the date of the first Order Form entered into by the Parties ("Effective Date") by and between Quartile, LLC ("Quartile") and the client listed on the Order Form ("Client"). Client and Quartile are sometimes referred to herein as the "Parties" or a "Party," as applicable. “Agreement” means each Order Form accepted by the Parties and these Terms of Service, collectively.

WHEREAS, Client requests Quartile to provide certain services as detailed in this Agreement; WHEREAS, Quartile wishes to provide such services to Client for the Fees and on the Agreement’s terms;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1.   AGREEMENTS & ORDER FORMS

1.1 - Scope & Current Offerings

These Terms of Service set forth master terms that govern Client's access to and use of Quartile's Services as defined in Section 1.2. Quartile’s services may include its digital advertising platform and related services, demand side platform/media purchase services, and other related offerings that may be provided by Quartile from time to time, such as, without limitation, "Marketplace Advertising Services" (e.g., Walmart, Amazon and Instacart advertising), "Website Marketing Services" (e.g., Google Shopping, Google Search, Bing and Facebook advertising, in each case when sending traffic to Client's website for sale), "Promotion Management Services" (e.g., coupon management, deal optimization, and promotional campaign coordination across marketplaces), "SEO Optimization Services" (e.g., product listing optimization, keyword strategy, and search ranking improvement across e-commerce platforms and websites), and other services offered by Quartile from time to time.

1.2 - Order Forms; Electronic Signatures; Email Acceptance

An "Order Form" is an order form accepted by Quartile and Client that references these Terms of Service and includes any relevant details referenced herein including Fees and the specific Quartile services to be provided to Client (as described in an Order Form, the "Services"). The Quartile Fees shall be determined as set forth in the Order Form. Additional Services may be added by the parties without an Order Form so long as they are memorialized by written agreement, email acceptable, and in such case the use of the term "Order Form" in this Agreement shall refer to such writing. For the avoidance of doubt, Quartile shall not have any obligation to provide services which are not set forth on an Order Form. Upon mutual acceptance, each Order Form is deemed to have incorporated these Terms of Service by reference. In the event of any conflict between an Order Form and these Terms of Service, these Terms of Service shall govern, except (i) with respect to the Services ordered and any Service-specific terms set forth in the Order Form and the Fees and payment terms therefor, and (ii) unless the Order Form specifically expresses an intent to modify these Terms of Service.

Client accepts this Agreement by any one or more of the following: (a) clicking "I Accept," "Agree," or any similar button or checkbox presented during the registration process, including in an Order Form; (b) making any other affirmation of Client’s acceptance (such as via an email) that indicates Client's acceptance of this Agreement; (c) submitting valid payment credentials (including credit card information) or otherwise completing Client's registration for the Services in Quartile's online Services portal, or (d) accessing or using the Services after being presented with this Agreement. Any of the foregoing actions constitutes Client's electronic signature and binding acceptance of this Agreement and the applicable Order Form, with the same legal force and effect as a handwritten signature. The Parties agree that this Agreement, including Order Forms and amendments to this Agreement, may be made binding and enforceable between the Parties if initiated by Quartile via an email to Client and accepted by Client in a manner that reasonably indicates Client’s acceptance of the terms and conditions proposed by Quartile in such email; provided, however, that this sentence does not apply to, and email communications may not be used by a Party to notify the other Party of: a breach or alleged breach of this Agreement; to assert a Party’s indemnification, confidentiality or intellectual property rights, or by Client to notify Quartile of Client’s election not to renew for any Renewal Term. All such notices and communications that may not be delivered via email shall be delivered through another method described in Section 9.8 (Notices).

This Agreement (including Order Forms) may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf), or electronic signature software (e.g., DocuSign), each of which shall be deemed to have the same force and effect as an original signature. The individuals signing this Agreement on behalf of Client represent that they are duly authorized to sign this Agreement on behalf of Client.

1.3  — Access

Quartile shall provide Client with non-transferable access credentials for the Services. Client shall not (i) misrepresent or mask identities when using the Services or seeking access credentials; (ii) select or use as a username a name subject to any rights of a person or entity other than Client without appropriate authorization; or (iii) select or use, as Client's username, a name that is otherwise offensive, vulgar or obscene. Client shall safeguard all access credentials provided by Quartile and shall ensure the confidentiality and security thereof. To the extent Client is a corporate entity rather than an individual, Client shall require its users to comply with all laws and this Agreement. Client acknowledges that it shall be fully responsible for any acts or omissions of its users, whether authorized or unauthorized. Quartile may update the manner of accessing the Services in its discretion.

2.   FEES & PAYMENT

2.1 — Fees

Client shall pay to Quartile the fees set forth in the applicable Order Form ("Fees") in accordance with the payment terms specified in the Order Form. Unless otherwise specified in the Order Form or by other written agreement accepted by Quartile and Client, Client's Fees will be the Monthly Amount specified in the Order Form. The Monthly Amount may be changed from time to time in accordance with the Standard Pricing Tiers, and may change from time to time as described in this Section 2. "Standard Pricing Tiers" means the Quartile fees applicable to Client's level of usage of the Services, taking into account collectively the level of Client's aggregate monthly advertising spend ("Ad Spend") in Quartile managed Channels; the number of advertising platforms ("Channels") that Quartile manages on behalf of the Client; and/or the level of Service agreed upon by Quartile with the Client. If Quartile determines that Client qualifies for a change in Fees (including as established by the Pricing Tiers), then subject to Sections 2.1.2 (Annual Term Pricing) and 9.3 (Modifications), Client will be automatically subject to such changed Fees in its next billing cycle. Unless otherwise set forth in an Order Form, all Fees and other invoiced amounts contemplated by this Agreement shall be due in advance of Services rendered and shall be non-cancellable and non-refundable. All Fees shall be paid in US Dollars. In the event that any Fees are not timely received, any overdue payments shall be subject to interest charges computed at a periodic rate (to the maximum extent permitted by law) of 1.5% per month (18% per year) and Client shall pay all associated collection costs, including without limitation collection, court and attorneys' Fees. If Client fails to pay any Fees when due, Quartile may, in addition to any other remedies available under this Agreement, at law, or in equity: (a) suspend Client's access to the Services until all outstanding Fees are paid in full; (b) accelerate all remaining Fees due for the balance of the then-current Annual Term or Renewal Term, making such Fees immediately due and payable; and/or (c) terminate this Agreement for breach, whereupon Client shall pay Quartile the Early Termination Amount as set forth in Section 8.2.1 immediately. Quartile's election to suspend rather than terminate shall not constitute a waiver of any amounts owed or any other rights or remedies under this Agreement.

2.1.1 — Introductory Pricing

Quartile may, in its sole discretion, offer Client a discounted rate on Fees during the Evaluation Period or the initial billing cycles following the Effective Date (the "Introductory Rate"). The duration, amount, and terms of any Introductory Rate shall be as set forth in the applicable Order Form or as otherwise communicated to Client in writing at the time of registration. Upon expiration of any Introductory Rate period, Client shall be billed at the standard, undiscounted Fees set forth in the Order Form for the remainder of the applicable Term. The availability or application of any Introductory Rate shall not modify, reduce, or otherwise affect Client's obligation to pay the standard Fees following the expiration of such Introductory Rate period.

2.1.2 — Annual Term Pricing

Once an Initial Term or Renewal Term commences pursuant to Section 8.1(a), the Fees set forth in the applicable Order Form shall remain fixed for the duration of that Initial Term or Renewal Term, except in the following circumstances: (a) Client upgrades to a higher Standard Pricing Tier as a result of increased Ad Spend; (b) Client adds new Services, advertising channels, or products not included in the original Order Form; or (c) changes to Fees are required by third party platform fee increases that are passed through to Client, including without limitation fees charged by advertising marketplace platforms (such as Amazon, Walmart, and Google), demand-side platform service providers, and third party hosting or infrastructure service providers. Any Fees associated with upgrades or new Services under clauses (a) and (b) shall be set forth in an updated Order Form or other written confirmation (email sufficing). Quartile may adjust the Fees for each Renewal Term by providing notice to Client prior to the commencement of such Renewal Term. Such fee adjustments shall apply only upon the commencement of the next Renewal Term.

2.1.3 — Month-to-Month Premium Pricing

If Client has been granted a Month-to-Month Exception pursuant to Section 8.1(c), Client shall pay, in addition to the standard Fees set forth in the applicable Order Form, all additional fees specified in Quartile's written communication granting the exception ("Month-to-Month Premium"). The Month-to-Month Premium shall be invoiced and due on the same billing cycle as Client's standard Fees. Quartile may modify the Month-to-Month Premium at any time by providing Client with thirty (30) days written notice (email sufficient). For the avoidance of doubt, the fixed pricing terms in Section 2.1.2 shall not apply to Clients operating under a Month-to-Month Exception; Quartile may adjust both the standard Fees and the Month-to-Month Premium with thirty (30) days notice.

2.1.4 - DSP and Media Purchase Fees.

For demand-side platform and media purchase services, Quartile may pass through costs associated with Customer’s media spend through Quartile’s Amazon DSP seat. Payment for media spend must be received by Quartile in advance of campaign activation. Customer acknowledges that Quartile has no obligation to activate or maintain any DSP campaign until sufficient pre-paid funds are on deposit. Quartile reserves the right to pause or suspend any active campaigns immediately and without prior notice in the event pre-paid funds are exhausted or fall below a minimum threshold established by Quartile. Notwithstanding the foregoing, in the event Quartile, at its sole discretion, incurs media spend on Customer’s behalf prior to receipt of pre-payment, Customer shall remain fully liable for and obligated to pay all such costs incurred. Fees may include, in addition to any fixed monthly amount, a variable component based on media spend volume during the applicable billing period.

2.2 — Payment Processor

Client acknowledges that Quartile may use a third-party payment processing service ("Processor"), which services may be subject to separate terms of use and privacy policies ("Processor Agreements"). Client authorizes Quartile to provide its payment, transaction and other related information to such Processors, and agrees to keep a valid and updated credit card on file to facilitate payment of all Fees. Client agrees to be bound by the Processor Agreements and bear any Processor charges. Quartile is not responsible for the acts and omissions of any Processor.

2.3 — Taxes

Quartile's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, without limitation, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever ("Taxes"). Client is responsible for paying all Taxes associated with Client's payments hereunder. If Quartile has the legal obligation to pay or collect Taxes for which Client is responsible under this Section 2.3, Quartile will invoice Client and Client will pay that amount unless Client provides Quartile with a valid tax exemption certificate authorized by the appropriate taxing authority.

3.   INTELLECTUAL PROPERTY

3.1  — License to Client Materials

Client grants Quartile a worldwide, non-exclusive license during the Term to copy, use, transmit and display its usage data and other materials provided to Quartile by Client (”Client Materials") as necessary for Quartile to provide the Services and for Quartile's other business purposes. Client shall further provide to Quartile all marketplace and e-commerce platform credentials necessary to provide the Services.

3.2  — License to Services

Subject to the terms and conditions of this Agreement and payment of all Fees due hereunder, Quartile grants Client a limited, revocable, non-exclusive, non-sublicensable, non-transferable right and license to use the Services.

3.3  — Reservation of Rights

Subject to the limited license granted hereunder, Quartile and Quartile's licensors own and reserve all of their respective right, title and interest in and to the Services, including, without limitation, all related documentation, source code, tools, scripts, processes, techniques, methodologies, inventions, know-how, concepts, formatting, arrangements, visual attributes, ideas, database rights, copyrights, patents, trade secrets, and other intellectual property, and all derivatives, enhancements, modifications and improvements thereof("Quartile Materials"). No rights to the Services are granted to Client hereunder other than as expressly set forth in this Agreement and Client expressly agrees that (i) no aspect of the Services shall be considered a "works made for hire" as that term is defined by US Copyright law; and (ii) that no ownership in the Services shall be assigned or otherwise transferred to Client hereunder.

3.4  — Feedback

Client is not required to provide any suggestions, enhancement requests, recommendations or other feedback regarding the Services ("Feedback"). However, if Client does so, all right, title and interest in and to such Feedback shall be assigned to, and shall become the sole and exclusive property of, Quartile upon its creation.

3.5  — Usage Restrictions

Client will not (a) make the Service available to anyone other than users, or use the Service for the benefit of anyone other than Client, (b) sell, resell, license, sublicense, distribute, rent or lease the Service, or include the Service in a service bureau or outsourcing offering, (c) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party intellectual property, publicity or privacy rights, (d) use the Service to store or transmit any virus, malware or other malicious code, (e) interfere with or disrupt the integrity or performance of the Service or data contained therein, (f) attempt to gain unauthorized access to the Service or any related systems or networks, (g) permit direct or indirect access to or use of the Service in a way that circumvents a contractual usage limit, (h) copy the Service or any part, feature, function or user interface thereof, (i) frame or mirror any part of the Service, (j) access the Service in order to build a competitive or substantially similar product or service, (k) reverse engineer decompile, disassemble, mimic or screen-scrape the Service; (l) create any derivative work based on

the Service except as expressly authorized herein; or (m) obscure, remove or alter any proprietary rights or other notices on the Service. Further, Client shall not include in his Quartile account any existing clients that work directly with Quartile or that worked directly with Quartile for the previous 12 months. Notwithstanding anything to the contrary herein, Quartile may, in its sole discretion, immediately revoke the grant of rights contemplated in Section 3.2 if Client breaches or threatens to breach the restrictions in this Section or creates other security or legal concerns. Client hereby agrees that Quartile will be entitled, in addition to any other remedies available to it at law or in equity, to injunctive relief to prevent the breach or threatened breach of Client's obligations under this Section, without any requirement to demonstrate irreparable harm or post a bond.

3.6  — Technical Restrictions

Client shall not exceed the access to or use of Services detailed in the relevant documentation or as otherwise provided by Quartile in an Order Form. If Quartile believes that Client has attempted to exceed or circumvent these limitations, Quartile may suspend or block Client's access to the Services. Quartile may monitor Client's use of the Services, including to ensure Client's compliance with this Agreement.

3.7 - Open Source Software

The Services may incorporate software that is subject to terms that, as a condition of use, copying, modification or redistribution, require such software and derivative works thereof to be disclosed or distributed in source code form, to be licensed for the purpose of making derivative works, or to be redistributed free of charge ("Open Source Software"). To the extent any Open Source Software license terms are inconsistent with this Agreement, then such rights in the applicable Open Source Software license shall take precedence over the rights granted in this Agreement, but solely with respect to such Open Source Software. Any applicable Open  Source Software license is solely between Client and the applicable licensor of the Open Source Software and Client shall comply with the applicable Open Source Software license.

3.8  — Third Party Materials

Services may utilize third party software or source code, including without limitation Open Source Software and APIs and other software and data from third party e-commerce platforms or advertising technology companies ("Third Party Materials"). Quartile has no control over Third Party Materials. Accordingly, Quartile is not responsible or liable for any Third Party Materials. While Quartile has no obligation to monitor Third Party Materials, Quartile may remove or modify such Third Party Materials in its discretion, including without limitation to comply with Law. Client agrees to comply with all terms and conditions and privacy policies related to any Third Party Materials.

3.9  — Trademarks

Quartile grants Client a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use Quartile's names, logos, designs, and other trademarks incorporated into the Services ("Quartile Marks") during the Term and solely for the purposes of displaying such notice as part of the Services or as otherwise agreed on an Order Form or in writing by Quartile. Client recognizes the validity of the Quartile Marks and Quartile's ownership and title thereto. Any goodwill derived from the use of the Quartile Marks by Client shall inure to the benefit of Quartile. Client will not challenge the Quartile Marks, or Quartile's ownership and title thereto, or the USPTO application or registration thereof, either during or subsequent to the term of this Agreement. Client shall execute such documents as may be reasonably requested by Quartile, or required by law, to establish Quartile's sole and exclusive ownership and rights in the Quartile Marks, or to obtain registration thereof. Client agrees to use the Quartile Marks consistent with the highest standards of quality so as to protect and maintain the Quartile Marks and Quartile's rights therein. To this end, Quartile shall have the right to revoke the license granted in this Section and/or to review and approve the manner of use of the Quartile Marks, and Client agrees to modify use of any Quartile Marks which do not meet Quartile's standards. Notwithstanding the foregoing, Client may not use any Quartile Marks in any manner implying any partnership with, sponsorship by, or endorsement by Quartile.

4.   CONFIDENTIALITY & PRIVACY

4.1 — Confidentiality

Each Party agrees that the business, technical and financial information of the other Party that is designated in writing as confidential, or that should reasonably be considered confidential given the nature of the information and/or the manner or means of disclosure, shall be the confidential property of the disclosing Party ("Confidential Information"). Quartile's Confidential Information includes the Quartile Materials. Each Party shall use a reasonable degree of care to safeguard the other Party's Confidential Information in its possession or control. Confidential Information does not include information that a Party can show by pre-existing written evidence (i) was previously rightfully known to the receiving Party without restriction on disclosure; (ii) is or  becomes known to the general public, through no fault or breach on the part of the receiving Party; (iii) is disclosed to the receiving Party by a third party without breach of any separate nondisclosure obligation; (iv) is independently developed by the receiving Party; or (v) is required to be disclosed pursuant to a judicial order or third party subpoena provided that the receiving Party provides written notice to the disclosing Party in order for the disclosing Party to seek an appropriate remedy and only discloses the minimum information required by the order or subpoena. Neither Party shall disclose the terms of this Agreement, except as required by law, or to its potential investors, investors, attorneys and other professional advisors bound to obligations of confidentiality at least as restrictive as those contained herein. The Parties hereby agree that the disclosing Party will be entitled, in addition to any other remedies available to it at law or in equity, to injunctive relief to prevent the breach or threatened breach of the receiving Party's obligations under this Section, without any requirement to demonstrate irreparable harm or post a bond.

4.2 — Privacy

Notwithstanding anything to the contrary herein, Quartile may collect, use and retain data derived from performance of the Services, Client's use of the Services, the Client Materials and Client Services for the performance of its obligations hereunder, for its business purposes or as otherwise permitted by applicable law. For the avoidance of doubt, such information shall include without limitation account information, activities performed while using the Services, and information concerning customer orders, inventory turnover, sales, refunds, product information, key words and pricing. All such uses will be in accordance with Quartile's Privacy Policy, located at https://www.quartile.com/legal/privacy-policy.

5.   REPRESENTATIONS & WARRANTIES

5.1  — Mutual Warranties

Each Party represents and warrants to the other Party that: (i) it has the power and authority to enter into this Agreement; and (ii) this Agreement is a valid and binding obligation of such Party.

5.2  — Quartile Warranties

Quartile represents and warrants that it will perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services. For any breach of a warranty set forth in this Section 5.2, Client's sole and exclusive remedy is termination of this Agreement.

5.3  — Client Services

Quartile shall have no liability for Client's business or any Client product or service, or any Client campaigns or

advertising ("Client Service"). Client acknowledges and agrees that Client shall review the results of the Services and make changes and add disclaimers directly on product pages, in each case, as Client deems necessary or appropriate, and that Client, not Quartile, is an expert with respect to the Client Services. Client shall not use the Services in any manner implying any partnership with, sponsorship by, or endorsement by Quartile. Client shall not suggest or imply that Quartile is the author of or otherwise responsible for the views or content of the Client Service. Neither Client nor the Client Services shall disparage Quartile or the Services. All Client Services shall be offered in compliance with applicable law.

5.4  — Client Materials Warranties

Client represents and warrants that (i) the Client Materials, and the receipt, collection, use and provision thereof, shall not infringe or violate any third party rights, including without limitation any intellectual property, privacy and publicity rights; (ii) the Client Materials were received, collected, used and provided to Quartile in compliance with all applicable laws, rules and regulations and self-regulatory guidelines and requirements, including without limitation laws on privacy and data security, unsolicited messaging, unfair or deceptive practices, or United States trade or export restrictions; (iii) it has obtained all necessary consents, approvals or other authorizations or permissions for, and has complied with its posted privacy policies and all third-party terms and conditions or privacy policies in connection with, its receipt, use and/or provision of the Client Materials; (iv) that none of the Client Materials contain any personally identifiable information or persistent identifiers from individuals under the age of 13; and (v) the Client Materials are true and accurate in all respects.

5.5  — Further Client Warranties

Client further represents and warrants that (i) it has implemented or contractually required industry-standard security measures to help protect the security and integrity of, and prevent, unauthorized access to the Services, Client Materials, Quartile Materials and Client Services; (ii) it will not do anything that will make the Services subject to any open source or similar license which creates an obligation to grant any rights in the same; (iii) it will not disrupt, disable, erase, alter, harm, damage, interfere with or otherwise impair in any manner the Services; (iv) in the event of any security breach or unauthorized access to the Services, Client Materials, Quartile Materials and Client Services, Client will immediately investigate such breach and notify Quartile in writing, and, unless otherwise notified by Quartile, take all corrective action necessary to remedy such breach and/or comply with applicable Law and the requirements of Quartile, all at Client's cost; and (v) Client, Client's use of the Services, the Client Materials and the Client Services will comply with all laws and not violate or infringe upon any third party intellectual property, privacy or publicity rights.

5.6  — DISCLAIMERS

EXCEPT AS EXPRESSLY PROVIDED HEREIN, (A) QUARTILE DOES NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND (B) THE SERVICES ARE PROVIDED "AS IS," EXCLUSIVE OF ANY WARRANTY WHATSOEVER. QUARTILE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ERROR-FREE OR UNINTERRUPTED OPERATION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. QUARTILE DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY THIRD PARTY MATERIALS OR THIRD-PARTY VENDORS, PARTNERS, E-COMMERCE PLATFORMS OR HOSTING PROVIDERS. QUARTILE DOES NOT GUARANTEE ANY PARTICULAR FINANCIAL RESULTS OR PROMISE ANY GROWTH IN SALES OR THE CLIENT SERVICES GENERALLY, AND ITS SERVICES SHOULD NOT BE USED AS FINANCIAL, INVESTMENT OR LEGAL ADVICE.

6.   INDEMNIFICATION

6.1 — Quartile Indemnification

Quartile will defend, indemnify and hold harmless Client from and against any damages, liabilities and costs (including reasonable outside attorneys' fees) incurred by Client, to the extent directly arising from any third party claim that the authorized use by Client of the Services infringes any U.S. copyright or trade secret ("IP Claim"). Notwithstanding the foregoing, Quartile shall have no liability or obligation hereunder with respect to any IP Claim arising directly or indirectly from (a) the use of the Services in combination with products, services, software, data or systems not provided by Quartile; (b) any modification or unauthorized use of the Services or any breach of this Agreement by Client; (c) any Client Materials or Client Service; (d) instructions or directions provided by or on behalf of Client; (e) any Open Source Software or other Third Party Materials; or (f) the failure to use corrections provided by Quartile (collectively, "Infringement Exclusions"). If the Services become the subject of any IP Claim that does not fall within the Infringement Exclusions, Quartile may, at its option (a) obtain for Client the right to continue using the affected component of the Services; or (b) replace or modify the affected component of the Services. If options (a) and (b) are not reasonably available, Quartile may immediately terminate this Agreement or the applicable Order Form upon written notice to Client. This Section 6.1 states Quartile's sole and exclusive liability with respect to any actual or alleged infringement of intellectual property, privacy or publicity rights by the provision or use of the Services.

6.2 — Client Indemnification

Client will defend, indemnify and hold harmless Quartile from and against any damages, liabilities and costs (including reasonable outside attorneys' fees) incurred by Quartile, to the extent directly arising from any third party claim related to (a) the Client Materials, Client Services or any other Client products and services; (b) Client's negligence, willful misconduct, breach of this Agreement, or violation of law.

6.3 — Indemnification Process

The Party seeking indemnification shall promptly notify the indemnifying Party of any claim for which it seeks indemnification; provided, however, that any delay in providing notification shall not impact the indemnifying Party's indemnification obligations, unless the indemnifying Party is materially impacted thereby. The indemnifying Party shall have sole control over the defense of a claim, provided that the indemnified Party may participate in the defense, at its cost. All settlements of indemnification claims require the consent of the indemnified Party.

7.   LIMITATION OF LIABILITY

EXCEPT FOR CLIENT'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF SECTIONS 3-5 OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE HELD LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR ANY LOSS OF PROFIT, LOSS OF CONTRACTS, LOSS OR DAMAGE TO REPUTATION AND/OR GOODWILL, AND LOSS AND CORRUPTION OF DATA, ARISING IN ANY MANNER FROM THE ACTIVITIES CONTEMPLATED BY THIS AGREEMENT, WHETHER UNDER CONTRACT, TORT, OR OTHER CAUSE OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL QUARTILE'S TOTAL AGGREGATE LIABILITY TO THE CLIENT EXCEED THE TOTAL FEES PAID TO QUARTILE WITHIN THE PRIOR TWELVE (12) MONTHS UNDER THE ORDER FORM UNDER WHICH THE DISPUTE AROSE.

8.   TERM & TERMINATION

8.1  — Term

(a)   Effective Date; Annual Term.

(i)   Effective Date. The term of this Agreement shall commence on the Effective Date (as defined in the preamble of this Agreement), provided that if the Effective Date is not specified in the Order Form, it will be the date on which Client first submits valid payment credentials and completes registration through Quartile's online Services portal.

(ii)   Annual Term. Subject to a Party's termination rights in this Agreement, the initial term of this Agreement shall be one year from the Effective Date ("Initial Term") and thereafter shall automatically renew on each anniversary of the Effective Date for successive one-year periods (each a "Renewal Term"). The Initial Term and all Renewal Terms collectively are the "Term." The Term shall continue until it expires or is terminated as provided in this Section 8.

(iii) Non-Renewal. Either Party may elect not to renew the Agreement by providing written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current Initial Term or Renewal Term. Each Renewal Term shall be subject to the Fees then in effect, which may reflect adjustments permitted under Section 2.1.

(b)   Evaluation Periods.

(i)   Term of Evaluation Period. The term "Evaluation Period" means a period of sixty (60) days commencing on (i) with respect to the initial Order Form, the Effective Date, or (ii) with respect to any Expansion, the Expansion Effective Date. "Expansion" means additional Services specified in an Order Form executed by the Parties pursuant to Section 1.2. “Expansion Effective Date” means the date upon which Client’s right to use an Expansion commences as specified in an Order Form or, if not specified, the date Client commences use of such Expansion.

(ii)   Termination during Initial Evaluation Period. During the initial Evaluation Period commencing on the Effective Date, Client may terminate the Agreement for its convenience by clicking the designated termination button available within Client's account in Quartile's online Services portal (the "Evaluation Termination Button"). Clicking the Evaluation Termination Button shall be Client's sole and exclusive method of terminating this Agreement for convenience during the initial Evaluation Period. For the avoidance of doubt, written notice, email, or any other form of communication shall not constitute a valid method of termination of the Agreement during the initial Evaluation Period. The Evaluation Termination Button shall be available exclusively during the initial Evaluation Period and shall be automatically removed from Client's account upon the expiration of the initial Evaluation Period. Termination via the Evaluation Termination Button shall become effective thirty

(30) days following the date on which Client clicks the Evaluation Termination Button (the "Evaluation Termination Date"). Client shall remain responsible for all Fees incurred through the Evaluation Termination Date. For the avoidance of doubt, if Client clicks the Evaluation Termination Button on or before the last day of the Evaluation Period, the Agreement shall terminate on the date that is thirty (30) days after such action, even if such date falls after the expiration of the Evaluation Period.

(iii)   Termination of Expansion during Expansion Evaluation Period. During the Evaluation Period for an Expansion, Client may terminate its use of that Expansion for convenience by providing written notice (email to Client's designated account manager sufficient) prior to the expiration of the applicable Expansion Evaluation Period. Such notice shall specify the Expansion being terminated. Termination of an Expansion during its Evaluation Period shall become effective thirty (30) days following the date Client’s Expansion termination notice is received by Quartile. Client shall remain responsible for all Fees associated with the Expansion through the effective date of termination. For the avoidance of doubt, termination of an Expansion during its Evaluation Period shall not terminate the Agreement or any other Services then in effect.

(iv)   Nothing in this Section 8.1(b) shall limit either Party's rights to terminate this Agreement pursuant to Section 8.2, which rights remain available at all times regardless of the Evaluation Period.

(v)    Graduation to Annual Term. If Client does not terminate prior to the expiration of the Evaluation Period through the methods described in subsections (ii) or (iii) of this Section 8(b), Client will automatically graduate to an Annual Term upon the expiration of the Evaluation Period and the Fees applicable to the Annual Term shall apply.

(c)   Month-to-Month Exception. Quartile may, in its sole discretion, grant certain Clients the right to continue this Agreement on a month-to-month basis following the Evaluation Period in lieu of graduating to an Annual Term (a ”Month-to-Month Exception"). A Month-to-Month Exception may only be granted by Quartile in writing (email sufficient) and may not be requested or unilaterally elected by Client. Any written communication granting a Month-to-Month Exception shall specify (i) any modifications to the Fees applicable to the Month-to-Month Exception; (ii) the effective date of the Month-to-Month Exception; and (iii) any other terms or conditions applicable to the Month-to-Month Exception.

Clients operating under a Month-to-Month Exception may terminate this Agreement at any time by providing Client’s Quartile account team with thirty (30) days prior written notice (email sufficient). Termination shall become effective on the last day of the billing cycle that is at least thirty (30) days after receipt of such notice. Client shall remain responsible for all Fees (including the Month-to-Month Premium) incurred through the effective date of termination. For the avoidance of doubt, the Early Termination Amount set forth in Section 8.2.1 shall not apply to Clients operating under a Month-to-Month Exception.

Quartile may revoke a Month-to-Month Exception at any time by providing Client with sixty (60) days prior written notice (email sufficient). Upon the effective date of such revocation, the term of this Agreement shall convert to an Annual Term as provided in Section 8.1(a), with the Initial Term commencing on the first day of the billing cycle in which the effective date of Quartile's revocation occurs. Client's continued use of the Services following the revocation of a Month-to-Month Exception shall constitute Client's acceptance of such Annual Term.

Quartile may also convert a Month-to-Month Exception to an Annual Term at a Client's written request (email sufficient), subject to Quartile's acceptance. Upon conversion, the Annual Term shall commence on the first day of the next billing cycle, and the Month-to-Month Premium shall cease to apply as of such date.

8.2  — Termination

Quartile may, in its sole discretion, either (a) terminate this Agreement immediately for breach or threatened breach by Client of Sections 3-5 of this Agreement, or (b) terminate this Agreement, or suspend or terminate Client's or any user's access to the Services, at any time for any reason or no reason, with or without notice. Without limiting the preceding sentence, if Quartile terminates this Agreement under clause (b) of this section, Quartile will endeavor to provide Client with prior notice of termination but shall have no liability under this Agreement for failure to do so. Either Party may immediately terminate this Agreement due to the insolvency of the other Party or the material breach of the other Party if such breach is not cured within ten (10) days after receiving written notice thereof. Except with respect to Client's termination for Quartile's breach of this Agreement, termination by Client after the Evaluation Period may be effected only by providing written notice to Quartile's account team in accordance with the notice requirements of this Agreement. For the avoidance of doubt, the Evaluation Termination Button is available exclusively during the Evaluation Period and shall not be available as a method of termination after the Evaluation Period has expired. Any termination or request to terminate by Client during an active Initial Term or Renewal Term shall be subject to the Early Termination Amount as set forth in Section 8.2.1. For the avoidance of doubt, no refunds shall be due on Termination.

8.2.1 — Early Termination by Client During Annual Term

If Client terminates this Agreement or discontinues use of the Services during the Initial Term or a Renewal Term for any reason other than Quartile's uncured material breach, or if Quartile terminates this Agreement or suspends Client's access to the Services due to Client's non-payment of Fees, breach of this Agreement, or any other prohibited or unlawful act or omission of Client, Client shall remain liable for and shall promptly pay all Fees that would have been due for the remainder of the then-current Initial Term or Renewal Term (the ”Early Termination Amount"). The Early Termination Amount shall be calculated based on the monthly Fees in effect at the time of termination, multiplied by the number of full months remaining in the then-current Annual Term or Renewal Term, less any Fees already paid for such remaining period. The Early Termination Amount shall be due and payable within thirty (30) days of the effective date of termination. For the avoidance of doubt, Client's failure to pay Fees when due shall not relieve Client of its obligation to pay the Early Termination Amount, and Quartile's election to terminate or suspend Services for non-payment shall not constitute a waiver of Quartile's right to collect the Early Termination Amount or any other amounts owed under this Agreement. This Section shall not limit any other rights or remedies available to Quartile under this Agreement, at law, or in equity.

8.3 - Obligations on Termination

Upon termination, Client shall cease all access to the Services and remove all access granted to Quartile from all pertinent marketplaces and APIs. Client shall thereafter be responsible for its own accounts on any marketplaces. Client shall not be entitled to any refund in connection with any termination of this Agreement and shall promptly pay any outstanding Fees or other sums due (including any pro rata fees for any partial months). Upon expiration or termination of this Agreement, each Party shall return, or, if directed by the other Party, destroy, all Confidential Information of the other Party. Any Section of this Agreement which by its nature would survive such expiration or termination shall so survive.

9.   MISCELLANEOUS

9.1  — Governing Law & Jurisdiction

This Agreement and the transactions contemplated hereby shall be governed by and construed under the laws of the State of New York without regard to the conflicts of law provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods. Any dispute arising out of or in relation to this Agreement shall be brought in the federal or state courts of New York County, New York. The Uniform Computer Information Transactions Act does not apply to this Agreement.

9.2  — Relationship of the Parties

The Parties shall be independent contractors under this Agreement, and nothing herein will constitute either Party as the employer, employee, agent or representative of the other Party, or both Parties as joint venturers or partners for any purpose.

9.3  — Modifications

This Agreement may be modified by Quartile at any time. Quartile will make modifications to these Terms of Service by posting updated terms at https://go.quartile.com/terms-and-conditions and will endeavor to notify Client of such updated terms; however, Client is responsible for reviewing the terms at the above link periodically and updates shall be effective even if Quartile fails to notify Client of such updates. Quartile will make modifications to Client Order Forms by notifying Client of such modifications via the email address associated with Client's account or through the Services portal at least thirty (30) days prior to such changes taking effect. Client’s continued use of the Services after such period shall constitute Client’s acceptance of the updated Order Form; provided, however, that modifications to the Terms of Service or Order Forms that materially affect the duration of the Term, the Fees payable by Client, or early termination provisions, shall only apply upon the commencement of Client's next Renewal Term.

9.4  — Publicity

Client grants Quartile the right to use Client's logos or trademarks in any case studies or marketing or publicity materials and on its website to identify Client as a customer that uses the Services.

9.5  — Entire Agreement and Severability

This Agreement is the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between the Parties with respect thereto, including any non-disclosure agreements signed by the Parties. No additional or conflicting terms set out on a Client order, invoice, statement or other document, or contained in any "shrinkwrap," "clickwrap" or "browsewrap" agreements, are binding. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

9.6  — Force Majeure

Except for any Fees due hereunder, neither Party shall be liable for any delay in performing or failure to perform its obligations hereunder where such delay or failure results from any cause beyond its reasonable control, including, without limitation, cyber-attacks, public health emergencies, pandemics or epidemics, mechanical, electronic or communications failures, acts of God, terrorism, war, natural disasters, failure of any telecommunications or transportation or of any third party provider or supplier (e.g., e-commerce platform, marketplace or host providers) or labor disputes.

9.7  — Assignment

Except to an affiliate or in the event of a merger, acquisition or other change of control, neither Party may assign this Agreement without the prior written permission of the other Party, and any attempt to do so is void. This Agreement shall be binding on any permitted successors and assigns. Quartile may use third party freelancers, subcontractors and other vendors to perform the Services; provided, however, that Quartile shall not be responsible for the acts and omissions of such parties unless their wrongdoing was the result of Quartile error.

9.8  — Notices

Unless otherwise specified in this Agreement (such as notices that the Agreement expressly permits to be delivered via email), all notices under this Agreement will be in writing and delivered to the Party's address of record or, with respect to Quartile's notices to Client, by publishing the notice in Client's account in the Services. Notices will be deemed to have been duly given when received, if personally delivered or delivered via first class mail, postage prepaid with return receipt requested; when published to Client's account in the Services with respect to notices from Quartile to Client; when sent, if transmitted by facsimile or e-mail (where permitted); the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

9.9  — Headings; Interpretation

The section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation. Any use of "including" "for example" or "such as" in this Agreement shall be read as being followed by "without limitation."

9.10 — Export

The Parties shall comply with all applicable export and import control laws and regulations, and, in particular, shall not export or re-export the Services without all required United States and foreign government licenses.

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