PRODUCTS AND SERVICES

DP360 offers various types of products and services, including DP360’s Dealership Performance 360 CRM, a cloud-based client relationship management software product (the “DP360 CRM Service”) provided to powersports, marine, motorcycle, RV, and truck dealers. Of the offered products and services, Client hereby orders, and DP360 hereby agrees to provide, the products and/or services specifically ordered through the Order Form(s) (the "Services").

The initial term/contract period for each Service shall be the term/contract period set forth in the Order Form for that Service (the "Contract Period") and shall commence on the date that the Service is activated by DP360 for use by Client. Each such Contract Period shall be subject to renewal in the manner set forth in Section 9(b) below.

License Rights; Rooftops; Use Restrictions

For each Service, DP360 hereby grants Client a non-exclusive, non-sublicensable, non- transferable, revocable, limited right and license during the applicable Contract Period to have its authorized users (as specified in the Order Form) access and use that Service and the related DP360 Proprietary Materials (defined in Section 5(a) below) in connection with the operation of Client's rooftop location (or locations) specifically identified in the Order Form. The Service shall be used solely for Client's internal business purposes. Any rights not expressly granted herein are deemed withheld.

Client is ordering the Service through an initial Order Form which describes the rooftop location (or locations) at which Client is authorized to use the Service. Client may not modify the rooftop locations that are authorized to use the Service unless DP360 agrees in writing to such modification and Client and DP360 execute and deliver an additional Order Form (or an amendment to an existing Order Form) that covers such rooftops.

Except as expressly permitted in this Section 1(c), Client may not use, reproduce, transfer, share, sublicense or transmit any Service or other DP360 Proprietary Materials in any form or by any means without the prior written consent of DP360. In addition to and not in limitation of the foregoing restrictions, (A) Client is expressly prohibited from distributing, reselling, loaning or otherwise sharing (whether on a "service bureau" basis or otherwise) any Service or other DP360 Proprietary Materials or divulging any related Confidential Information (defined in Section 6(a) below); (B) Client shall not directly or indirectly, and shall not permit or authorize a third party to, copy, modify, adapt, translate, transform, decompile, reverse engineer, disassemble, or otherwise determine or attempt to determine source code from, any Service or other DP360 Proprietary Materials; and (C) Client shall not access or utilize any Service or other DP360 Proprietary Materials in an attempt to create or develop any competitive product or service or to copy any features, functions, graphics or other elements thereof.

DP360 CRM Service

The DP360 CRM Service is provided on a subscription basis. Client acknowledges and agrees that (i) notwithstanding the use of the word “purchase”, “sale” or like terms, no ownership rights are being conveyed to Client under the Agreement, (ii) DP360 retains all right, title and interest in and to the DP360 Proprietary Materials, (iii) the DP360 CRM Service is an online, hosted solution and Client has no right to obtain or retain a copy of any Software relating to the DP360 CRM Service, and (iv) upon expiration or termination of the Contract Period applicable to Client’s use of the DP360 CRM Service, Client must cease all use of, and will no longer have access to, the DP360 CRM Service.

Fees

Client shall pay DP360 all fees designated in the Order Form for each Service, as modified from time to time in the manner provided below (collectively, the "Fees"). The Fees designated in the Order Form may include one-time "upfront fees" or set-up fees and costs (including, but not limited to, applicable travel costs) and/or recurring "monthly fees." DP360 will invoice Client for all Fees on a periodic basis (which will be monthly in most cases), or in advance (if designated in the Order Form), and all invoices are due upon receipt; provided, however, the initial invoice for the DP360 CRM Service shall not be payable until the “go live” date for such the DP360 CRM Service. Except as expressly provided herein, all Fees are noncancelable and nonrefundable.

If any Services are provided on a bundled basis, DP360 will begin invoicing for those Services when the first of those bundled Services is deployed/activated.

With respect to any Service that requires customization or Client input, the parties expect the customization and/or activation to be completed within sixty (60) days after the date an authorized manager of DP360 executes and delivers the Order Form that covers such Service, and if the customization and/or activation is delayed through no fault of DP360, DP360 may begin invoicing for those services not later than the end of such 60-day period.

If the monthly Fees payable by Client for the Service are Four Hundred Fifty Dollars ($450) or less per month, then at DP360’s discretion Client shall be required to pay such fees on an “auto-pay” basis via credit card or ACH transaction. To the extent permitted by state or other applicable law, DP360 may also apply a surcharge to any Client payments made by credit card (a “Surcharge”) at a rate equal to a percentage of the corresponding Fee(s) payable by Client that equals the percentage of such Fees that DP360 must pay to the applicable credit card merchant, but not to exceed the maximum amount permitted by law or the applicable credit card merchant. DP360 shall specify the Surcharge rate to be applied on Client’s invoice or other documentation issued to the Client at or around the time of payment. Client may avoid the credit card Surcharge by paying applicable Fees and other amounts owed to DP360 via debit card, ACH transaction or physical check, each in accordance with applicable payment instructions provided by DP360 from time to time.

Any invoice that remains unpaid thirty (30) days after the original invoice date shall be subject to interest on any outstanding balance at a rate equal to the lesser of (i) 1.5% per month or (ii) the maximum rate permitted by applicable law. DP360 also reserves the right to impose a late fee of twenty dollars ($20) on any invoice that remains unpaid thirty (30) days after the original invoice date. If any outstanding Fees remain unpaid for thirty (30) (or more) days from the original invoice date, DP360 may, without limiting any of its other rights and remedies, suspend the provision of the Services in respect of which payment has not been received plus any or all other Services. In addition to the other fees and amounts contemplated above, Client shall fully compensate and reimburse DP360 for any non-sufficient funds (NSF) fee, credit card charge-back fee or other return fees or charges, including any interest on any amounts due to DP360 as a result of any NSF, unavailable funds, charge-back or return charges and fees at a rate up to the maximum permitted by law.

All Fees are exclusive of federal, state and local excise, sales, use and other taxes now or hereafter levied or imposed for the provision of Services, and Client shall be solely liable for and shall pay all such taxes (except for any such taxes based on the net income of DP360), regardless of whether included on any invoice. DP360 may invoice Client for such taxes, but Client shall be liable for such taxes even if not invoiced.

DP360 may increase its Fees by up to ten percent (10%) from time to time by giving Client written notice of such Fee modification; provided, however, such Fee increases shall typically be effective on January 1 of each Contract Period unless (i) as of such date Client has received Services from DP360 for fewer than six (6) months or (ii) otherwise agreed by DP360 in writing. Such modification shall not require an affirmative response by Client (or any further action by the parties) and shall take effect on the thirtieth (30th) day following the giving of such notice. Notwithstanding the foregoing, such Fee increase shall not take effect if Client delivers to DP360 written notice of termination of the applicable Order Form or this Agreement pursuant to Section 9(d) within thirty (30) days after DP360 delivers written notice of such increase to Client.

Systems

Client acknowledges and agrees that (i) in order to transact business using the Services, certain capabilities are required of Client’s computing and telecommunications equipment (both hardware and software) and infrastructure, in each case depending on the nature of the applicable Services, (ii) Client is required to procure, install and maintain, at its own expense, all equipment and infrastructure (e.g., hardware, software, wiring) that is necessary to access, use and otherwise receive the benefit of the Services, and (iii) DP360 shall not be responsible or liable if for any reason Client's computing and telecommunications equipment and infrastructure is incompatible with or otherwise insufficient for Client to utilize any Services.

In order to provide certain Services or for those Services to be fully functional, DP360 may require access to Client's computer systems and related software, software services and data management services, including its dealership management system, whether any of the foregoing is provided by DP360 or an unaffiliated third party provider (collectively, “Client's Systems"), and the information managed by Client’s Systems. Client hereby authorizes DP360 to (i) install and activate (or have installed and activated on DP360’s behalf) on Client’s Systems appropriate data collection and extraction software, (ii) utilize (or have utilized on DP360’s behalf) such software to remotely collect and extract client data, inventory data, parts data, service and sales data and/or other data stored within Client’s Systems (collectively, “System Data”), and (iii) use the System Data in accordance with and subject to the applicable terms set forth in Section 5.

Client further acknowledges and agrees that (i) DP360, in its discretion, may track, analyze and/or create reports related to activity and/or results obtained in connection with Client's use of the Services (including, without limitation, information from consumer actions or responses) (collectively, "Results Reports"), and (ii) Client is responsible for ensuring that its applicable clients consent to DP360's collection, use and distribution of the foregoing information.

The following procedures shall be used if Client desires to transfer System Data from the DP360 CRM Service to a third party provider, or have a third party provider access System Data from the DP360 CRM Service, in connection with Client’s receipt of an ancillary service from such provider (such as, by way of example and not limitation, an app provider): (i) Client will first complete, execute and deliver to DP360 an authorization submission on such form as DP360 may require from time to time (through such form, Client shall provide, among other items, (A) the name of the provider, (B) the method by which System Data will be transferred or accessed to such provider, (C) the System Data that may be transferred to or accessed by such provider, (D) the proposed uses of such System Data by such provider, and (E) Client’s authorization/consent to the foregoing); (ii) if the third party provider will not access the DP360 CRM Service on an integrated basis, Client will be responsible for manually transferring the System Data to the provider using such procedures as DP360 may prescribe from time to time; and (iii) if the third party provider desires to access the DP360 CRM Service on an integrated basis, such provider must (x) enter into, execute and deliver to DP360 an access/integration agreement, which agreement shall be in such form as DP360 may require from time to time (if the provider is a party to an existing access/integration agreement with DP360, then such provider shall execute and deliver such addenda as DP360 may require in connection with the additional implementation), and (y) pay all applicable fees due thereunder. DP360 shall not be responsible for any acts or omissions by such provider with respect to System Data, including, without limitation, any disclosure, modification or deletion thereof. In addition to and not in limitation of Client’s other indemnification obligations under the Agreement, Client shall indemnify, defend and hold harmless the Indemnified DP360 Parties from and against any Claims or Losses arising out of or related to a third party provider’s access to or integration with the DP360 CRM Service, including, without limitation, any data breach with respect to System Data that is in transit or in the possession of the third party provider. DP360 makes no representation or warranty with respect of the integration of third party products, whether or not they are designated by DP360 as “certified” or otherwise.

Compliance

Client represents, warrants and covenants that it is currently in compliance, and shall continue to comply, with all federal, state and local laws, rules, regulations and ordinances applicable to this Agreement and its use of the Services, including, to the extent applicable, but not necessarily limited to, the requirements of the Gramm-Leach-Bliley Act (15 U.S.C. § 6801 et seq.) (the "GLB Act"), the Telemarketing and Consumer Fraud and Abuse Prevention Act (15 USC § 6101 et seq.), the Telephone Consumer Protection Act of 1991 (47 USC § 227) (the "TCPA"), the Telemarketing Sales Rule (16 CFR Part 310) (“TSR”), the CAN-SPAM Act (15 U.S.C. § 7701 et seq.), and the Fair Debt Collection Practices Act (15 USC § 1601 et seq.), in each case as amended from time to time and including the accompanying federal regulations related thereto. Client further warrants and covenants that it shall comply with all user guidelines that DP360 may provide to Client and similarly situated clientss from time to time on an across-the-board basis in respect of the use of Services. Client acknowledges and agrees that, notwithstanding the provision of any Service or the actions that it may enable Client to execute, DP360 does not assume any responsibility, nor shall it be liable, for Client’s compliance with all applicable laws, rules and regulations.

Client and DP360 acknowledge that Client may be a "Financial Institution" as that term is defined in the GLB Act and therefore may be subject to the GLB Act's standards for safeguarding "Client Information" (as defined in the GLB Act) set forth in the FTC Safeguards Rule, 16 CFR Part 314 et seq (the “Safeguards Rule”). The parties further acknowledge that by virtue of the Services provided pursuant to this Agreement, including, without limitation, its access and use rights with respect to System Data, DP360 may receive, maintain, process or otherwise have access to Client Information and, therefore, may be deemed a "Service Provider" under the GLB Act and the Safeguards Rule. Accordingly, in addition to and not in limitation of their other respective obligations hereunder, if and to the extent that Client and DP360 are subject to the GLB Act and the Safeguards Rule, then (i) to the extent Client Information is included in the System Data, each party agrees that it will maintain information security programs and measures that are designed to ensure the security, confidentiality and integrity of Client Information consistent with the applicable measures set forth in the Safeguards Rule, and (ii) to the extent client makes client Information available for extraction by DP360, Client agrees that such client Information may be used by DP360 in the manner contemplated by this Agreement, provided that Client shall be responsible for ensuring (and shall ensure) that the applicable clients have consented to the use and distribution of their Client Information in the manner contemplated by this Agreement and shall notify DP360 promptly if any client revokes its consent.

With respect to any System Data available to DP360 in connection with any Services provided hereunder, as described in Section 3(b), Client represents and warrants to DP360 that (i) Client owns, or has valid license to, the System Data; (ii) the System Data may be transferred to DP360 (by Client or a third party provider, including an OEM) for DP360's use, storage, modification, redistribution, sublicense, and transfer in the manner contemplated by this Agreement; (iii) the System Data and DP360’s use, storage, modification, redistribution, sublicense, and transfer thereof in the manner contemplated hereunder does not violate any law, rule or regulation or any right of any third party; (iv) to the extent Client collects Client Information, (A) it has informed each of its clients about the types of Client Information that Client collects and the categories of third parties that may obtain access to such information, (B) it has provided each client an opportunity to "opt out" of having its Client Information shared with third parties, and (C) it has not made any false or deceptive claims about the privacy or security of their Client Information; and (v) where required to meet its obligations under Section 4(a), above, Client has obtained (and will provide evidence of) any and all consents, including, as applicable, the prior express written consent of the individual client. Client further acknowledges and agrees that (1) Client is solely responsible for ensuring that its use of the Services hereunder complies with and otherwise satisfies all rules, requirements and standards imposed by any applicable OEM, and (2) DP360 shall not be liable or otherwise responsible for any inability to access or use any Services, or for any fines levied upon and/or restrictions imposed on Client by any applicable OEM, due to Client's failure to comply with applicable OEM requirements.

Client acknowledges and agrees that, as between Client and DP360, Client is solely responsible for all messages, editorial content, advertising, music recordings, photographs, videos, artwork or other similar content that is displayed on or distributed, in any media (electronic or otherwise), through any Service (such content, except to the extent it incorporates any DP360 Proprietary Material, the "Client Content"). Without limiting the foregoing, Client represents and warrants to DP360 that Client owns the Client Content and that all licenses, rights and other permissions from third parties (including but not limited to ASCAP, BMI and the Copyright Clearance Center) that are necessary to display or distribute the Client Content through the Services shall be obtained (for the benefit of Client and DP360) and fully paid before such display and/or distribution commences. Client acknowledges and agrees that DP360 has not undertaken, and will not undertake, any obligation to investigate or evaluate whether the display or distribution of any Client Content infringes upon or misappropriates any right of any third party or is otherwise permissible.

If the Services or the exchange of information related thereto are subject to the California Consumer Privacy Act of 2018, as amended from time to time and including the accompanying regulations related thereto (“CCPA”), the additional terms and conditions set forth on Attachment A shall apply and are incorporated herein by this reference as if set out in full.

If client outreach services for notification services or other purposes are included in the Services, whether provided via electronic mail, SMS/text messaging, telephone calls, voicemails, auto dialers, artificial or prerecorded messages, or any other medium, Client shall use those Services in compliance with all applicable laws and regulations (including, without limitation, the TCPA (and its consent requirements), TSR, and all other applicable federal and state laws and regulations governing consumer contacts and notifications) and all applicable policies of carriers. Client shall be solely responsible for the content of all messages, the selection of recipients of the messages, the procurement from the recipient of all applicable consents (which consents must, among other things, satisfy the TCPA requirements), and the manner, time and means of delivery of such messages. Without limiting and addition to the foregoing, to the extent any Service facilitates or effects the delivery of any SMS/text messaging to clients of Client consistent with this Section 4(f):

Client represents and warrants that no outreach for marketing purposes will be attempted via any Services unless the called party has supplied their express written consent in a manner that complies with the TCPA and all other applicable laws, rules or regulations; by way of example and not limitation, the called party must accept (via signature acceptable under the E-Sign Act) a clear and conspicuous disclosure, that is displayed to the called party in a manner in accordance with law, as part of a transparent and non-misleading consumer experience whereby the called party agrees to provide express written consent to receive marketing or promotional messages to a specific cell phone via the use of automated telephone dialing equipment, or prerecorded or artificial voice messages, or via automated text messages;

Each and every use by Client of the Services to contact any called party shall constitute a representation and warranty by Client that: (A) it has familiarized itself with all applicable regulations, standards, and laws respecting properly obtaining valid express written consent; (B) that it has obtained the needed consent from the called party with respect to that outreach attempt; and (C) that a record of the express written consent will be maintained by Client for seven years and supplied to DP360 within two business days of request, irrespective of the termination of this Agreement; and

In the event of any opt out by any called party, Client represents and warrants that it will obtain any required prior consent for that called party before recommencing any outreach campaign to the called party. In no event shall DP360 owe any responsibility to review or validate the existence or suitability of any consent record.

If any third party (including any governmental agency or authority) notifies DP360 that Client's use of any Service violates or may violate any federal, state or local law, rule or regulation (including, but not limited to, the TCPA, TSR or CCPA), DP360 may at any time thereafter on notice to Client suspend Client's use of each applicable Service until DP360 receives reasonable assurance that Client's use does not violate such law, rule or regulation.

PROPRIETARY RIGHTS; LICENSE; RESTRICTIONS

As between the parties, DP360 shall own all right, title and interest in and to the following items and materials (collectively, the "DP360 Proprietary Materials"): (i) the Services, whether owned by DP360 or provided through a contract or license with a third party; (ii) all Intellectual Property Rights (defined below) in the Services and all software, technology, materials, documentation, and Brand Features (defined below) that relate to, or are furnished in connection with, the Services, including, without limitation, all Intellectual Property Rights in the DP360 CRM Service or any software product and/or application; (iii) all Results Reports and the content therein; and (iv) all derivative works and enhancements to any of the foregoing and any additions or improvements thereto that are created, developed or discovered by or on behalf of DP360, whether in the course of its internal activities or activities related to the use of Services by Client. Client shall not acquire any right, title or interest in the DP360 Proprietary Materials, except for the limited use rights expressly granted under this Agreement, and Client shall not take any action to impair, limit or interfere in any manner with DP360's ownership or rights with respect to any DP360 Proprietary Materials. Client further acknowledges and agrees that nothing herein shall be deemed or construed to limit in any manner DP360's use of the DP360 Proprietary Materials. As used herein, (A) "Intellectual Property Rights" shall mean any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide; and (B) "Brand Features" shall mean the trade names, trademarks, service marks, logos, and other distinctive brand features of a party, as secured by such party from time to time.

As between the parties, subject to the limited use rights expressly granted below, Client shall own all right, title and interest in and to the System Data (excluding any data that becomes part of the DP360 Proprietary Materials in the manner described below or that is furnished by DP360 and incorporated into the System Data as part of a Service) and the Client Content (collectively, the "Client Proprietary Materials").

Client hereby grants to DP360 a non-exclusive, worldwide, irrevocable, perpetual, royalty-free right and license (with rights to sublicense) to (i) reproduce, use, prepare derivative works from, display and distribute the Client Proprietary Materials as may be necessary or appropriate for DP360 to provide the Services, (ii) share Client Proprietary Materials with any affiliates and third parties, to the extent DP360 deems it necessary or appropriate in connection with providing the Services hereunder, (iii) reproduce, use and prepare derivative works from the Client Proprietary Materials to internally create or develop DP360 products and services, (iv) reproduce, use, prepare derivative works from, display and distribute the System Data to provide products and services to third parties, such as analytic reports, provided that the System Data that is used (A) excludes any information that constitutes “personal information”, “personal data”, or “personally identifiable information” under any applicable privacy law, rule or regulation ,and (B) is presented without identifying Client or the terms of specific sales consummated by Client. Client further acknowledges and agrees that if System Data is combined by DP360 with other data in a database of aggregated, de-identified data, such database shall be DP360 Proprietary Material. (For the avoidance of doubt, “aggregated, de-identified data” shall not include any information that in and of itself reasonably may be used by a third party to (x) identify a Client’s individual client or (y) determine the financial terms of any sale made by Client.) Client warrants that it owns or has a valid license to the Client Proprietary Materials and has the right to cause the Client Proprietary Materials to be loaded into the DP360 CRM Service and used in the manner contemplated hereby.

DP360 will (i) employ and maintain industry-standard safeguards against the unauthorized access to any Client Proprietary Materials stored on any server hosted by DP360 and (ii) comply with all laws applicable to DP360’s storage, disclosure, and use of such System Data stored on any server hosted by DP360. In the event of any security breach affecting Client Proprietary Materials, DP360 shall contact Client at the email address listed in the Order Form.

Client further agrees that, notwithstanding anything to the contrary herein, DP360 may, and Client expressly grants DP360 the right to, disclose and provide to its affiliates and representatives, and its OEM partners, consumer lead information and disposition status thereof with respect to consumer leads that are provided to Client by any OEM or any of DP360's affiliates or representatives.

In addition to DP360’s other rights herein, Client hereby grants DP360 a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, recommendations, enhancement requests or other feedback provided by Client relating to the Services.

Client acknowledges that certain of the Services may be fulfilled through one or more third party service providers (“Third Party Providers”) which will need access to and use of Client Data, Survey Data, and/or Payment Data (each defined below). In furtherance of obtaining Services through such Third Party Providers, and without limiting these Master Terms and Conditions, Client grants the Third Party Providers a non-exclusive, revocable, non-transferable, non-sublicensable, limited right and license to collect from Client’s DMS or other computer systems, and to use, access, aggregate, and view, Client Data, Survey Data, and Payment Data in order (i) to provide and perform such Services and permit Client and its clients to use and access such Services, (ii) with respect to Survey Data, to post and display such data on consumer review sites operated by the Third Party Provider, and (iii) with respect to Client Data, to test or improve the performance or function of the Service provided by such Third Party Provider via internal reporting, research, and analytics, provided that, in the case of clauses (ii) and (iii), the applicable Third Party Provider first converts such data into an anonymized, aggregated format. “Client Data” means any data or other information, however collected, that pertains to or identifies Client or its clients, including, without limitation, (1) names, addresses, personal financial information, personal preferences, email addresses, passwords, credit data or other identification data; (2) any information that reflects any client interactions, such as profiles or usage data; or (3) any other data submitted by a client related to Client’s services, but, in each case, excluding Payment Data. “Survey Data” means any data or other information provided by any Client client in response to a survey submitted to the client by or on behalf of the Third Party Provider. “Payment Data” means electronic data used to submit electronic payment requests to merchant service providers on behalf of Client’s clients. Client acknowledges and agrees that if a Third Party Provider is engaged to provide all applicable services involving Payment Data, DP360 will not receive or be responsible for such Payment Data; such Payment Data will be viewed and received solely by such Third Party Providers.

CONFIDENTIALITY

During the term of this Agreement and for a period of three (3) years thereafter, each party (the "Receiving Party") shall retain in confidence the terms of this Agreement and all confidential or proprietary information, technology, materials and know-how of the other party (including, without limitation, information of the other party that such other party has received on a confidential basis from its licensors and vendors) disclosed to or acquired by the Receiving Party pursuant to or in connection with this Agreement that either is designated as confidential and/or proprietary or that reasonably should be understood to be confidential and/or proprietary given the nature of the information and/or the circumstances surrounding its disclosure ("Confidential Information"). Without limiting the generality of the foregoing, Client expressly acknowledges and agrees that DP360 Proprietary Materials constitute Confidential Information of DP360. In connection with the foregoing, (i) neither party shall use any Confidential Information with respect to which it is the Receiving Party for any purpose other than to carry out the activities permitted or contemplated hereunder (including, provision or use of the Services, as applicable), or to enforce or exercise its rights under this Agreement; (ii) each Receiving Party shall use commercially reasonable efforts to protect the Confidential Information of the other party from unauthorized use or disclosure, and in any event shall take precautions at least commensurate with those taken to protect its own Confidential Information of a similar nature; (iii) neither Receiving Party shall disclose any Confidential Information to any person or entity other than such Receiving Party’s employees, managers, directors, officers, and advisors (collectively, “Representatives”) who need to know such Confidential Information and who have a binding obligation to comply with the confidentiality, non-use, and non-disclosure restrictions of this Section 6; and (iv) each Receiving Party shall notify the other party promptly in writing in the event such party learns of any unauthorized use or disclosure of any Confidential Information that it has received from such other party, and will cooperate in good faith to remedy such occurrence to the extent reasonably possible. The restrictions set forth in this Section 6 shall not apply to any information that: (A) was known by the Receiving Party without obligation of confidentiality prior to disclosure thereof by the other party; (B) was in or entered the public domain through no fault of the Receiving Party; (C) is disclosed to the Receiving Party on a nonconfidential basis by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality; or (D) is independently developed by the Receiving Party without use of or reference to any Confidential Information of the other party.

If a Receiving Party is required to disclose Confidential Information of the other party pursuant to an order from a court of competent jurisdiction or governmental agency with appropriate legal authority, the Receiving Party shall (i) provide the disclosing party with prior notice of such compelled disclosure (to the extent legally permitted), (ii) provide reasonable assistance, at the disclosing party's cost and expense, if the disclosing party wishes to contest the disclosure, and (iii) only disclose those portions of the Confidential Information as are necessary to comply with the order.

Upon request of the other party, each Receiving Party shall return to the other or destroy all materials, in any medium, that contain or reveal all or any part of any Confidential Information of the other party, except to the extent that under the terms of this Agreement the Receiving Party has been granted a perpetual license in respect of that Confidential Information.

DISCLAIMER; LIMITATIONS OF LIABILITY

DP360 warrants that the DP360 CRM Service, when used in accordance with the terms of this Agreement and all applicable documentation, will function materially in accordance with the functionality description, if any, in the Order Form(s). DP360’s sole obligation in the event of any breach of this warranty shall be to use commercially reasonable efforts to correct the nonconforming element of the DP360 CRM Service.

EXCEPT FOR ANY REPRESENTATIONS EXPRESSLY PROVIDED HEREIN BY DP360, EACH SERVICE AND ALL DP360 PROPRIETARY MATERIALS ARE PROVIDED ON AN "AS IS" BASIS. EXCEPT FOR EXPRESS WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, IF ANY, DP360 DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS, ORAL, IMPLIED OR STATUTORY, WITH RESPECT TO ANY SERVICE OR ANY DP360 PROPRIETARY MATERIAL, AND DP360 HEREBY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE SERVICES AND THE DP360 PROPRIETARY MATERIALS, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES, WHETHER RELATING TO QUALITY, ACCURACY, COMPLETENESS, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, (i) DP360 DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR WILL FULFILL ANY PARTICULAR NEEDS OR PURPOSES; (ii) CLIENT ACKNOWLEDGES THAT THE OPERATION, USE OR PERFORMANCE OF THE SERVICES ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS AND LOSSES, INCLUDING INADVERTENT LOSS OR DISCLOSURE OF DATA OR DAMAGE TO MEDIA, WHICH MAY GIVE RISE TO LOSS OR DAMAGE, AND CLIENT AGREES THAT DP360 SHALL NOT BE LIABLE IN ANY EVENT ON ACCOUNT OF ANY SUCH ERRORS, OMISSIONS, DELAYS, OR LOSSES; AND (iii) CLIENT ACKNOWLEDGES AND AGREES THAT NO STATEMENTS MADE IN ANY ADVERTISING MATERIALS OR ANY OTHER DOCUMENTATION (OTHER THAN STATEMENTS THAT ARE EXPRESSLY SET FORTH IN THIS AGREEMENT) HAVE FORMED A PART OF THE PARTIES' AGREEMENT AND CLIENT IS NOT ENTITLED TO RELY ON SUCH STATEMENTS IN ADVERTISING OR OTHER DOCUMENTATION.

NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, IN ADDITION TO AND NOT IN LIMITATION OF ANY OTHER LIMITATION OF LIABILITY HEREUNDER, (i) DP360 SHALL NOT BE LIABLE TO CLIENT OR ANY OTHER PERSON FOR ANY LOST PROFITS OR REVENUE, LOSS OR DISCLOSURE OF DATA, BUSINESS INTERRUPTION, COST OF RECOVERING SOFTWARE OR DATA, COST OF SUBSTITUTE SOFTWARE OR DATA, OR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY OR OTHER SIMILAR DAMAGES OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY SERVICE, OR ANY DP360 PROPRIETARY MATERIAL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (ii) DP360'S TOTAL LIABILITY FOR ALL CLAIMS OF ANY KIND IN RESPECT OF ANY SERVICE OR DP360'S OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF THE FORM IN WHICH ANY CLAIM MAY BE BROUGHT, SHALL NOT EXCEED IN THE AGGREGATE THE TOTAL FEES PAID TO DP360 UNDER THIS AGREEMENT FOR THE APPLICABLE SERVICE THAT IS THE SUBJECT OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED.

INDEMNIFICATION

Client assumes sole responsibility for all use of the Services and all other DP360 Proprietary Materials. Furthermore, Client shall indemnify, defend and hold harmless DP360, its affiliates, and its and their respective officers, directors, managers, employees, agents, representatives, successors and assigns (collectively, the "Indemnified DP360 Parties"), from and against any and all claims, proceedings and demands asserted or brought against any Indemnified DP360 Party by any third party ("Claims"), and from and against any damages, settlements, judgments, losses, costs, expenses and liabilities of any kind whatsoever (including, without limitation, reasonable attorneys' fees and costs) incurred in connection therewith (“Losses”), arising out of or in any way related to (i) Client's use of any Service; (ii) DP360’s or Client’s use, disclosure, extraction or receipt of any System Data as contemplated under this Agreement, including, without limitation, any Claim by any third party relating to the System Data including such third party’s data or information; (iii) any breach by Client of any representations, warranties, covenants or other terms and conditions set forth in this Agreement; (iv) DP360's receipt or use of the Client Proprietary Materials and any Client Information included therein in the manner contemplated by this Agreement; (v) Client’s violation of or failure to comply in any respect with any applicable law, rule or regulation, including the TCPA or TSR (including, without limitation, any Claim that, as a result of DP360’s provision of the Services or Client’s use thereof, DP360 in any way violated the TCPA, TSR or any related law, rule, or regulation); (vi) Client’s violation of or failure to comply with applicable OEM requirements; or (vii) any allegation that any Client Proprietary Materials, including, without limitation, any System Data, whether as displayed on any website, product or otherwise or used to develop any Service, (A) infringes (directly or in a contributory manner) upon, violates or misappropriates any Intellectual Property Right of such third party, (B) violates any right of publicity or privacy of any third party, (C) violates applicable law (including, without limitation, any violation of applicable law arising out of or in any way relating to any use (or misuse) of Client Information by Client, its employees, agents or third party partners), or (D) constitutes unlawful use, disclosure or misappropriation of a third party’s trade secret or otherwise constitutes unfair competition under applicable law.

DP360 shall defend Client against any Claim brought against Client by any third party to the extent the Claim alleges that the use of the DP360 CRM Service as permitted hereunder infringes upon or misappropriates any United States patent, copyright, trademark or trade secret of such third party (an “IP Claim”), and shall indemnify Client from any damages finally awarded against Client in respect of the IP Claim (or shall pay any settlement thereof to which DP360 consents), provided that Client gives DP360 (i) prompt notice of the IP Claim, (ii) sole control of the defense and settlement of the IP Claim, and (iii) reasonable cooperation (at DP360’s expense) in the defense of the IP Claim. DP360 shall not have any liability for any settlement or compromise of any IP Claim made before or during litigation without its express written consent.

In the event of any IP Claim, DP360 may, at its option and expense, either (i) use commercially reasonable efforts to procure for Client the right to continue to use the DP360 CRM Service as provided in this Agreement for the remainder of the then-applicable Contract Period, or (ii) use commercially reasonable efforts to replace or modify the infringing feature (or features) thereof with a version that is noninfringing but that performs substantially similar functions. While pursuing either option, DP360 may at its option suspend the provision of all or any part of the DP360 CRM Service. In the event that neither of the foregoing options is commercially viable in the sole judgment of DP360, DP360 may cancel its provision to Client of the DP360 CRM Service and refund to Client any Fees pre-paid by Client with respect thereto.

Notwithstanding anything to the contrary set forth in Section 8(b), DP360 shall not be obligated to defend or indemnify Client under Section 8(b) if the Claim (i) results from Client’s violation of the terms of this Agreement, including, without limitation, Client’s unauthorized modification of any software provided by DP360, (ii) would have been avoided if Client had not combined software or equipment that was not provided by DP360 with the DP360 CRM Service, or (iii) occurs after DP360 notifies Client to discontinue use of the DP360 CRM Service.

CLIENT’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO ANY CLAIM THAT THE SERVICE INFRINGES UPON OR MISAPPROPRIATES THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY SHALL BE THOSE SET FORTH IN THIS SECTION 8.

TERM AND TERMINATION

This Agreement shall commence on the date that the initial Order Form is executed and delivered by an authorized Manager of DP360 and shall remain in effect until this Agreement is terminated pursuant to the terms below.

After the initial Contract Period for any Service expires, the Contract Period for such Service shall, except as provided below, automatically renew on for subsequent additional periods of twelve (12) months each unless otherwise set forth in the Order Form or expressly agreed by DP360 in writing. Each party shall have the right to cancel the renewal of the Contract Period of a Service as of its renewal date by giving the other party written notice of cancellation not less than thirty (30) days prior to the applicable renewal date. The cancellation of one Contract Period renewal shall not, in and of itself, cause the cancellation of any other Contract Period, but the termination of this Agreement shall terminate all Order Forms.

This Agreement shall automatically terminate if for a period of ninety (90) consecutive days there is no Contract Period in effect for the provision of any Service (e.g., all renewals have been cancelled); provided, however, that this Agreement shall not automatically terminate if the parties have executed an Order Form but the Contract Period therefor has not commenced due to a delay of the “go live” date, whether requested by Client or mutually agreed upon by the parties.

Either party may terminate this Agreement (including any and all active Order Forms) at any time by written notice to the other party if (i) at any time there is no Contract Period in effect for the provision of any Service, except where the parties have executed an Order Form but the Contract Period therefor has not commenced due to a mutually agreed upon delay of the “go live” date, (ii) the other party materially breaches this Agreement and the breach remains uncured for a period of thirty (30) days after notice of breach from the non-breaching party, or (iii) the other party ceases to do business in the normal course, a petition for relief under any bankruptcy legislation is filed by or against the other party, the other party makes an assignment for the benefit of creditors, or a receiver is appointed for all or substantially all of the other party's assets. In addition to and not in limitation of the foregoing , DP360 may (a) suspend the provision of all or any part of the Services if Client is in material breach of this Agreement, until such time such breach is cured, and (b) terminate this Agreement (including any and all active Order Forms) immediately upon written notice to Client in the event that Client, or any of its employees, agents or other representatives, engages in any conduct that DP360 in its reasonable discretion deems (1) an actual or potential violation of the TCPA or TSR, or (2) offensive, inappropriate or otherwise inconsistent with DP360’s standards of conduct, including, but not limited to, use of abusive, insulting or derogatory language with any DP360 personnel. In addition (and without limiting the foregoing), DP360 may terminate this Agreement (including any and all active Order Forms) at any time, and for any (or no) reason, upon one hundred eighty (180) days’ prior written notice to Client. Client may terminate this Agreement (including the Order Form to which it corresponds) upon sixty (60) days’ prior written notice to DP360 if (A) DP360 adopts any amendment, update, or change to these Master Terms and Conditions or any increase in Fees, in each case, without Client’s prior written consent as provided in Sections 11(h)(ii) or 2(d), respectively, and (B) Client delivers such written notice of termination to DP360 within thirty (30) days after DP360’s delivery to Client of written notice of such amendment, update, or change.

Following termination of this Agreement for any reason, all rights and licenses granted herein shall be automatically revoked and terminated and Client shall immediately cease use of all Services (including by discontinuing use of all Software and other DP360 Proprietary Materials) and shall promptly certify to DP360 that it has destroyed all copies of all applicable Software and DP360 Proprietary Materials. Notwithstanding the foregoing, termination of this Agreement shall not limit either party from pursuing any remedies available to it at the time of or in connection with such termination, nor shall such termination release Client from its obligation to satisfy all payment obligations under this Agreement. Sections 2, 4, 5, 6, 7, 8, 9(e), 10 and 11 shall survive any termination or expiration of this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

The parties hereby expressly agree that their respective rights and obligations shall be determined by the terms of this Agreement and waive and opt out of any application of the Uniform Computer Information Transactions Act, or any version thereof, adopted in any State in any form to the maximum extent permitted by applicable law. This Agreement will be construed in accordance with and governed by the laws of the Commonwealth of Virginia (subject to clause (ii) in the preceding sentence), without regard to principles of conflicts of law. Each party irrevocably consents to the exclusive jurisdiction and venue of any local, state or federal court that is located in Virginia Beach, Virginia in connection with any dispute, claim or controversy arising out of or relating to this Agreement, and waives any objections in the nature of jurisdiction or venue. In any action or other proceeding by which Client’s account is referred to an attorney or collection agency for collection, Client will pay for all collection fees, costs and expenses incurred by DP360 in connection therewith. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT.

GENERAL

Authority

Each party represents and warrants to the other that (i) it is duly organized, validly existing and, where applicable as a concept, in good standing under the jurisdiction of its organization, (ii) it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder, and (iii) upon the complete execution and delivery of this Agreement, this Agreement shall constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

Independent Contractors

The relationship of the parties hereunder is that of independent contractors. Neither DP360, on the one hand, nor Client, on the other hand, has or will have any power to bind the other or to create any obligation on behalf of the other, nor shall it represent that it has any such power.

Promotional Matters

DP360 may issue press releases and other marketing and promotional material describing the relationship created by this Agreement and, among other things, displaying websites or products, or describing Services, developed for or provided to Client as examples of the service offerings available from DP360. Client hereby grants DP360 the right to use Client's name, trademarks, service marks and logos (i) in advertising targeted to all or any portion of Client's client base in connection with the performance of the Services hereunder, and (ii) in any advertising and publicity identifying Client as a client of DP360.

Notices

All notices and other communications under this Agreement shall be in writing and shall be deemed given (i) upon personal delivery to the party to be notified, (ii) when sent, if sent by email during normal business hours of the recipient, and if sent after the end of normal business hours, then on the recipient’s next business day, (iii) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt, in each case, to the applicable address specified in the Order Form (or to such other address or email as a party may specify by notice given to the other party pursuant to this provision).

Force Majeure

No party shall be deemed to be in default or otherwise liable for any delays or failure in performance of its obligations under this Agreement (other than its obligation to pay any monies owed hereunder or violations of the TCPA or TSR, which shall not be excused) resulting directly or indirectly from any cause or circumstances beyond its reasonable control, including but not limited to acts of God or nature, war or warlike conditions, terrorism, riot, embargoes, acts of civil or military authority, fire, flood, accidents, strikes or labor shortages, sabotage, shortages in fuel, pandemics, transportation facilities or materials, or failures of equipment, Internet, telecommunications facilities or third party software programs.

Servability; Waiver

If any term or condition hereof is held to be unenforceable by a court of competent jurisdiction, then, to the extent permitted by applicable law, the parties hereby authorize such court to amend and/or modify this Agreement to the extent necessary to render that provision, and the entire Agreement, valid and enforceable If any term or condition hereof is held to be unenforceable by a court of competent jurisdiction and the court declines to amend and/or modify the unenforceable provision as provided above, then the unenforceability of that provision shall not affect the enforceability of the remaining provisions hereof which shall remain in full force and effect and shall be enforceable as if the offending provision had not been included in this Agreement.

The failure of either party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

Remedies

Except as otherwise expressly set forth in this Agreement, a party's remedies set forth herein are not exclusive and are in addition to any and all other remedies available at law or in equity, none of which shall be deemed as waived by virtue of a party's exercise of any other remedy. Each party acknowledges that any unauthorized use or disclosure of the other party's Confidential Information would cause the other party irreparable harm that may not be adequately compensated by monetary damages; accordingly, in addition to any other remedies available to it at law or in equity, each party will be entitled to injunctive or other equitable relief to prevent any actual or threatened unauthorized use or disclosure of its Confidential Information. Client hereby agrees that DP360's rights hereunder may be enforced by the DP360 entity that is a party hereto or, if different, the applicable affiliate that provided the Service in respect of which the claim is made (or by both).

Amendment; Assignment

Except to the extent otherwise expressly provided herein, this Agreement may not be amended or otherwise modified except by a writing signed by both parties or as otherwise expressly provided herein. If at any time after the effective date of Client's initial Order Form, DP360 updates the Master Terms and Conditions that are then published at the URL referenced in the Order Form, DP360 may, as a condition to the commencement of the next Contract Period, require Client to agree to such updated Master Terms and Conditions whereupon they shall automatically amend and restate in their entirety these Master Terms and Conditions.

Notwithstanding Section 11(h)(i), DP360 may amend, update and otherwise make changes to any portion of these Master Terms and Conditions from time to time and for any reason, including, without limitation, to reflect updates to the Services, DP360 Proprietary Materials, or changes in applicable laws. Except as otherwise expressly provided in these Master Terms and Conditions (such as, by way of example, in the case of fee increases by DP360), if DP360 amends, updates or makes a change to these Master Terms and Conditions without Client’s prior consent, such amendment, update, or change will be effective upon posting of updated Master Terms and Conditions at the URL referenced in the Order Form. By continuing to use the applicable Services after such effective date, Client will be deemed to have agreed to and accepted such updates, changes, and amendments in their entirety. If Client does not agree to any update, change, or amendment to these Master Terms and Conditions, then as its sole remedy and recourse, Client must terminate the Agreement as provided in Section 9(d) by providing written notice of termination to DP360 within thirty (30) days after the effective date of such update, change, or amendment. DP360’s client service representatives are not authorized to modify any provision of these Master Terms and Conditions, either verbally or in writing.

Client may not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder to any other person or entity without the express prior written consent of DP360. (DP360 will not unreasonably withhold its consent if Client seeks to assign this Agreement in connection with a sale of all or substantially all of its assets.) Any attempted assignment by Client in violation of this provision shall be void and shall be grounds for immediate termination by DP360. DP360 may freely assign this Agreement, in whole or in part, to any affiliate or in connection with any merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, without notice to or consent of Client.

Third Party Beneficiaries

This Agreement is not intended to benefit any third party and the parties do not intend to create, and do not and shall not be deemed to create, any third party beneficiary rights hereunder.

Entire Agreement

This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior agreements and understandings with respect thereto. Client acknowledges and agrees that in deciding to become a party to this Agreement, Client has not relied upon any representations or warranties, written or oral, that are not set forth in this Agreement.

Counterparts

Each Order Form may be executed by electronic signatures, by signatures delivered via email in PDF format, and in counterparts, each of which will be deemed an original, and all of which together will constitute the same agreement.

Surveys

As part of DP360's commitment to Client and the optimization of DP360's products and services, DP360 may periodically send to Client and its staff short surveys regarding Client’s utilization of and satisfaction with the Services. These surveys may be sent through email and/or the Services. Client’s and its staff's participation in these surveys is critical to DP360's ability to assist Client. Client agrees to participate in these surveys and hereby grants DP360 a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, recommendations, enhancement requests or other feedback provided by Client or its staff in response to the surveys.

Collection and Processing of Personal Information

Client hereby instructs DP360 to collect and process personal information from or about Client’s current or prospective clients, employees, independent contractors, and agents (such information collected or processed by DP360, the “Personal Information”) and DP360 agrees to collect and process Personal Information on behalf of Client, only for the following purposes:

1. Collection and processing in connection with providing the Service to Client under the Agreement and any applicable Order Form(s);
2. Collection and processing in connection with assisting Client in Client’s processing of and response to Consumer Requests; and
3. Collection and processing to comply with other reasonable instructions provided by Client, provided that such instructions are consistent with the terms of the Agreement and permissible under the CCPA.

Client Responsibilities

Client acknowledges that certain of DP360’s products and services allow Client to input Personal Information into DP360-provided software or systems. Client shall, in its use of any such Service, collect and process any Personal Information in accordance with the requirements of the CCPA. Client shall have sole responsibility for the accuracy, quality, and legality of Personal Information and the means by which Client acquired Personal Information that it provides or otherwise makes available to DP360.

Client shall ensure that any instructions or requests that Client provides to DP360 regarding the collection, processing, or disclosure of any Personal Information do not violate the CCPA or other applicable laws.

DP360 Responsibilities

DP360 shall not sell or share any Personal Information collected or processed on behalf of Client. For the avoidance of doubt, DP360 shall only transfer or disclose such Personal Information to a third party on behalf of Client and in each case, pursuant to the Agreement or Client’s express, written instruction.

DP360 shall not retain, use or disclose Personal Information collected or processed on behalf of Client for a commercial purpose other than to provide the Services to the Client as contemplated by the Agreement. For the avoidance of doubt, deidentified information and aggregate consumer information do not constitute Personal Information, and DP360 maintains all rights to retain, use or disclose such information as permitted by the Order Form or Master Terms and Conditions.

DP360 shall not retain, use or disclose Personal Information collected or processed on behalf of Client outside of the direct business relationship between DP360 and Client. DP360 certifies that it understands the aforementioned restrictions and will comply with them, in each case to the extent applicable. DP360 further agrees to promptly notify Client if it makes a determination that it can no longer meet its obligations under the CCPA.

Client may, upon notice to DP360, take reasonable and appropriate steps to (i) ensure that DP360 uses the Personal Information in a manner consistent with Client’s obligations under the CCPA and (ii) stop and remediate unauthorized use of Personal Information by DP360.

Consumer Requests

For the purposes of this Agreement, “Consumer Request” shall mean any request made by a Consumer to exercise its rights under the CCPA with respect to the Personal Information that DP360 has collected or processed about the Consumer on behalf of Client.

If DP360 directly receives a Consumer Request that relates to Personal Information collected or processed on behalf of Client, DP360 will (i) respond to such request by instructing the Consumer to submit a Consumer Request directly to Client and (ii) provide a copy of the Consumer Request to Client. Client will be responsible for processing and responding to all Consumer Requests in accordance with the CCPA, as well as compliance with all other consumer rights provided by the CCPA; provided, however, that, upon Client’s written request, DP360 shall provide commercially reasonable assistance to facilitate Client’s processing of Consumer Requests. Upon such request, Client shall first verify the identity of the requestor, in accordance with the identity verification procedures set forth in the CCPA, and then submit such verified Consumer Request to DP360 via email at LegalNotices@DP360.com. Client shall provide to DP360 such information that DP360 may request from time to time regarding Client’s identity verification procedures. Client shall be responsible for any costs arising from DP360’s provision of such assistance.

Notwithstanding the foregoing, certain DP360 products and services may include tools that enable Client’s direct processing of certain Consumer Requests. Client acknowledges and agrees that Client is solely responsible for ensuring that its use of such tools complies with the CCPA and all applicable laws.

Security

Client and DP360 shall each maintain information security programs and measures that are designed to ensure the security, confidentiality and integrity of Personal Information consistent with the requirements of the CCPA.

Indemnity

In addition to any indemnification obligations set forth in the Master Terms and Conditions, Client shall indemnify, defend and hold harmless the Indemnified DP360 Parties from and against any and all Claims, as well as any Losses incurred in connection therewith, that arise out of or are in any way related to Client’s breach of, or failure to comply with, the terms of this Attachment A, including, without limitation, Client’s violation of or failure to comply with the CCPA.

Return and Deletion

Following the termination of the Agreement, DP360 shall, at its option, either return Personal Information to Client or delete all Personal Information in its possession, except as otherwise required by law or provided in this Agreement.