Advertiser Terms and Conditions

“Advertiser Balance” means the pre-paid funds credited to an Advertiser's Account for use exclusively in purchasing advertising services on the Platform, as further described in Section 6.

“Advertiser Account” or “Account” means the account created by an Advertiser on the Platform.

“Approved Proposal” means a Proposal that has been reviewed and approved by Company in accordance with Section 3, which, together with this Agreement, forms a binding agreement in respect of the specific advertising campaign described in that Proposal.

“Creative(s)” means any advertisement, banner, image, video, text, link, landing page, trademark, logo, or other creative material submitted by or on behalf of Advertiser for display on Publisher Websites.

“Geo-Blocked Page” means a page on a Publisher Website that is displayed to visitors located in a territory in which the Publisher does not operate or make its products or services available, and on which Company is authorized to place advertising inventory on behalf of Advertisers.

“Intellectual Property Rights” or “IPR” means all patents, trademarks, service marks, trade names, copyrights, database rights, design rights, trade secrets, know-how, rights of publicity and privacy, and any other intellectual or proprietary rights of any nature, whether registered or unregistered, anywhere in the world.

“PEP” means a “politically exposed person”, “foreign public official”, “domestic public official”, or equivalent term as defined under Sanctions Laws or applicable anti-money laundering legislation, and includes immediate family members and close associates of such persons where applicable law extends the definition accordingly.

“Platform” means the retarget.gg website, dashboard, tracking technology, and related services made available by Company.

“Proposal” means a request submitted by Advertiser through the Platform to run an advertising campaign, specifying, at minimum, the Advertiser's industry/business category, the target Territory(ies), the requested pricing model (CPC, CPA, or ECPM) and rate, the requested budget, the proposed Creative(s), and such other information as Company may require.

“Publisher” means a third-party website or application operator that has partnered with Company to make Geo-Blocked Pages available for advertising.

“Reports” means the tracking and performance data (including clicks, impressions, and Qualifying Actions) generated by the Platform's tracking systems in respect of an Approved Proposal.

“Qualifying Action” means, in respect of a CPA-based Approved Proposal, the specific end-user action (e.g., a sale, registration, or lead) agreed in the Approved Proposal as triggering a CPA fee.

“Sanctioned Person” means any individual or entity that is: (a) named on any Sanctions List; (b) organized, incorporated, resident, or located in a Sanctioned Territory; or (c) directly or indirectly owned fifty percent (50%) or more, or otherwise controlled, by one or more persons described in (a) or (b).

“Sanctions Authority” means the U.S. Department of the Treasury's Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the U.S. Department of Commerce, the Canadian government (including under the Special Economic Measures Act, the Justice for Victims of Corrupt Foreign Officials Act, and the United Nations Act), the European Union, His Majesty's Treasury of the United Kingdom, the United Nations Security Council, and any other governmental authority with jurisdiction over Company, Advertiser, or the Platform from time to time.

“Sanctions Laws” means all economic and trade sanctions, export control, and anti-money laundering / counter-terrorist-financing laws and regulations applicable to Company or Advertiser, including without limitation those administered by a Sanctions Authority, the U.S. Bank Secrecy Act, the Canadian Proceeds of Crime (Money Laundering) and Terrorist Financing Act, and the EU Anti-Money Laundering Directives.

“Sanctions List” means the OFAC Specially Designated Nationals and Blocked Persons List, the OFAC Consolidated Sanctions List, the UK HM Treasury Consolidated List, the EU Consolidated List of Sanctions, the UN Security Council Consolidated List, and any equivalent list maintained by a Sanctions Authority.

“Sanctioned Territory” means any country or region that is the subject of comprehensive, territory-wide Sanctions Laws from time to time (as at the Effective Date, this includes Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine).

“Territory” means the country(ies), state(s), or province(s) selected by Advertiser in a Proposal as the intended geographic scope of the relevant campaign.

Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation”. References to “writing” include email and in-Platform notifications unless expressly stated otherwise.

2.1 The Platform is a business-to-business (“B2B”) service intended for advertisers operating a business, brand, or website for commercial purposes. An Advertiser may be a validly existing corporation, limited liability company, partnership, sole proprietorship, or other duly organized legal entity, or an individual who owns or operates a website or online business on a commercial basis. The Platform is not intended for use by individual consumers acting in a purely personal, non-commercial capacity.

2.2 When creating an Account, Advertiser shall provide true, accurate, current, and complete information, as required by the Company. Advertiser shall promptly update such information if it changes and shall, upon Company's request, promptly provide supporting documentation (e.g., certificate of incorporation, articles of association, proof of address, government-issued identification of directors and beneficial owners, and corporate authorizations) to verify the same.

2.3 The individual creating and/or operating the Account on Advertiser's behalf represents and warrants that they are a director, officer, or employee of, or other person duly authorized by, the Advertiser, and that they have full right, power, and actual authority, including any necessary corporate approvals, to: (a) create the Account; (b) enter into this Agreement on Advertiser's behalf; (c) submit Proposals and bind Advertiser to any resulting Approved Proposal; and (d) commit Advertiser's funds for the purposes described in Section 6. Advertiser shall, upon request, provide a board resolution, power of attorney, or other reasonably satisfactory evidence of such authority.

2.4 Company may, at its sole discretion, decline to open an Account, request additional information or documentation prior to approving an Account, or limit the number of Accounts associated with a single Advertiser or its Group Companies.

2.5 Advertiser is responsible for maintaining the confidentiality of its Account credentials and for all activity that occurs under its Account, and shall notify Company promptly of any unauthorized use.

3.1 To run a campaign, Advertiser must submit a Proposal through the Platform, selecting: (a) its industry/business category; (b) the Territory(ies) in which it wishes its Creatives to be displayed; (c) the requested pricing model (CPC, CPA, or ECPM) and the rate it is willing to pay; (d) the requested budget; (e) the Creative(s) to be used; and (f) any other information reasonably required by Company.

3.2 No Proposal shall be binding on Company, and no campaign shall commence, unless and until Company has reviewed and approved the Proposal in writing (including by approval indicated on the Platform dashboard) (an “Approved Proposal”). Company may, in its sole and absolute discretion and without any obligation to provide reasons, approve, reject, or request modification of any Proposal, including as to the rate, budget, Territory, or Creative proposed.

3.3 Company does not guarantee that any Proposal will be approved, that approval of a Proposal will result in any particular volume of impressions, clicks, or Qualifying Actions, or that the campaign will achieve any particular return on investment or business outcome for Advertiser.

3.4 Company may make Geo-Blocked Page inventory available to multiple Advertisers concurrently, including Advertisers in the same industry or competing with one another, and Company is under no obligation to provide Advertiser with exclusivity in respect of any Territory, Publisher, or industry category unless expressly agreed in writing.

3.5 Company may withdraw or suspend approval of a Proposal at any time, including where required to comply with applicable law, a request from a Sanctions Authority or Publisher, or where Company reasonably believes the Proposal or resulting campaign breaches this Agreement.

3.6 Each Approved Proposal, together with this Agreement, constitutes a separate binding agreement between Company and Advertiser in respect of the campaign it describes. In the event of any inconsistency between an Approved Proposal and this Agreement, the Approved Proposal shall prevail solely in respect of the specific commercial terms (Territory, rate, budget, and Creative) it addresses.

Advertiser represents, warrants, and covenants to Company, on a continuing basis from the Effective Date and throughout the term of this Agreement and each Approved Proposal, as follows:

4.1 Sanctions, Anti-Money Laundering, and PEP Status.

4.1.1 Neither Advertiser, nor any of its shareholders (whether direct or indirect, and including any beneficial owner holding, directly or indirectly, through equity or voting rights), directors, officers, or employees involved in the relationship with Company, is a Sanctioned Person, is named on any Sanctions List, or is otherwise the subject of any sanctions, debarment, denial, or prohibition order issued by any Sanctions Authority.

4.1.2 Advertiser is not organized, incorporated, resident, or headquartered in, and does not conduct its business primarily from, any Sanctioned Territory.

4.1.3 To the best of Advertiser's knowledge after due inquiry, no director, officer, or beneficial owner of Advertiser is a PEP; or, if any such person is a PEP, Advertiser has disclosed this fact to Company in writing prior to Account approval, together with such further information as Company may reasonably request to complete its enhanced due diligence.

4.1.4 Advertiser is not, and shall not become, engaged in money laundering, terrorist financing, bribery, corruption, tax evasion, or any other activity that would violate Sanctions Laws or applicable anti-money laundering, anti-bribery, or anti-corruption legislation in any jurisdiction in which it operates or in which the Platform is used, and shall not use the Platform, the Advertiser Balance, or any payment made to Company to facilitate any such activity.

4.1.5 Advertiser shall notify Company in writing within two (2) business days if any of the foregoing representations or warranties ceases to be true or if Advertiser becomes aware of any fact or circumstance that would make any of them inaccurate, and shall cooperate fully and promptly with any due diligence, know-your-customer, or sanctions/PEP screening request made by Company or its third-party screening providers, including by providing corporate documentation, beneficial ownership information, and identification of its directors and officers.

4.1.6 Company may conduct sanctions and PEP screening of Advertiser and its shareholders, directors, officers, and beneficial owners, at the time of Account registration and on an ongoing basis thereafter, using automated tools and/or third-party providers, and may suspend or terminate the Account and any Approved Proposal immediately, and withhold any Advertiser Balance to the extent required by applicable law, if such screening reveals a match or a well-founded suspicion of a match.

4.2 Lawful Business.

4.2.1 Advertiser's business, and the products and/or services it advertises through the Platform, are lawful in each jurisdiction in which Advertiser operates and in each Territory selected in the applicable Proposal.

4.2.2 Advertiser holds, and shall maintain throughout the term of this Agreement, all licenses, registrations, permits, and approvals required by applicable law to lawfully carry on its business and to advertise its products and/or services, and shall provide evidence of the same to Company upon request.

4.2.3 Advertiser shall not use the Platform to advertise any illegal product or service, counterfeit or pirated goods, or any product or service the advertisement of which is prohibited or restricted under the laws of the applicable Territory (including, where applicable, restrictions on the advertisement of controlled substances, weapons, tobacco, or age-restricted products), unless Advertiser has first obtained, and disclosed to Company in writing, all authorizations required to lawfully do so.

4.3 Due Authorization.

4.3.1 Advertiser is duly incorporated or organized, validly existing, and in good standing under the laws of its jurisdiction of formation.

4.3.2 Advertiser has taken all necessary corporate or other organizational action to authorize its entry into this Agreement and each Approved Proposal, and the individual(s) acting on its behalf in creating the Account and submitting Proposals are duly authorized to enter into advertising arrangements with Company on Advertiser's behalf, as set out in Section 2.3.

4.3.3 The execution and performance of this Agreement and each Approved Proposal do not and will not conflict with, or result in a breach of, Advertiser's constitutional documents or any law, order, or agreement by which Advertiser is bound.

4.4 Creatives; No Infringement; Truthfulness.

4.4.1 Advertiser either owns all right, title, and interest in each Creative, or has obtained all necessary licenses, consents, and permissions (including from any individual whose likeness, voice, or testimonial appears in a Creative) to submit the Creative to Company and to authorize its display on Publisher Websites for the purposes of this Agreement.

4.4.2 No Creative, and no product, service, trademark, logo, or other content referenced or depicted in a Creative, infringes, misappropriates, or otherwise violates any third party's Intellectual Property Rights, right of publicity, or right of privacy.

4.4.3 Each Creative, and each statement, claim, and representation contained in it (including as to price, availability, performance, endorsements, and comparisons with competitors), is true, accurate, and not misleading or deceptive, is capable of substantiation, and complies with all applicable advertising, marketing, and consumer protection laws and self-regulatory codes in each Territory in which it will be displayed.

4.4.4 No Creative contains content that is defamatory, obscene, hateful, discriminatory, or otherwise unlawful, or that Company reasonably considers to be inconsistent with its advertising guidelines as communicated to Advertiser from time to time.

4.4.5 Advertiser is solely responsible for the content of any landing page, offer, or destination to which a Creative links, and for ensuring that such content is, and remains throughout the campaign, consistent with the Creative and compliant with this Section 4.4.

5.1 Company may, but is under no obligation to, review any Creative prior to or following its publication, and may reject, suspend, or remove any Creative, at any time and in its sole discretion, if it considers the Creative to breach this Agreement, Company's advertising guidelines, or applicable law, or if a Publisher objects to the Creative.

5.2 Company's review or approval of a Creative is not, and shall not be construed as, a representation or warranty by Company that the Creative is lawful, accurate, or non-infringing. Responsibility for the legality, accuracy, and non-infringement of each Creative remains solely with Advertiser at all times, notwithstanding any review conducted by Company.

5.3 Where Company reasonably suspects that a Creative or campaign breaches this Agreement or exposes Company or a Publisher to legal, regulatory, or reputational risk, Company may suspend or remove the relevant Creative or campaign immediately and without prior notice.

6.1 Fees payable by Advertiser shall be calculated on a CPC, CPA, or ECPM basis, as agreed in the applicable Approved Proposal.

6.2 Before any campaign is activated, Advertiser must fund its Account with a pre-paid balance (the “Advertiser Balance”) in an amount sufficient, in Company's reasonable determination, to cover the anticipated cost of the campaign. Company may set minimum top-up amounts and may decline to activate or may pause a campaign if the Advertiser Balance is, or is expected to become, insufficient to cover accruing Fees.

6.3 The Advertiser Balance is a pre-payment for advertising services to be delivered through the Platform. It is not a deposit, is not held on trust, does not constitute legal tender or a stored monetary instrument, does not bear interest, and is not redeemable, refundable, exchangeable, or withdrawable for cash by Advertiser under any circumstances, except: (a) where required by applicable law; (b) where Company terminates this Agreement without cause under Section 11.2; or (c) as Company may otherwise agree in writing at its sole discretion. Advertiser acknowledges that it is responsible for utilizing its Advertiser Balance through Approved Proposals prior to any expiry date notified by Company.

6.4 Fees shall accrue against, and be deducted from, the Advertiser Balance in accordance with the Reports generated by the Platform's tracking systems, calculated in accordance with the pricing model and rate specified in the applicable Approved Proposal.

6.6 All Fees are exclusive of applicable taxes (including sales tax, VAT, or GST/HST), which shall be Advertiser's sole responsibility except to the extent Company is required by law to collect and remit such taxes.

6.7 Unless otherwise agreed in writing, all amounts shall be denominated and paid in USD. Advertiser shall fund its Account by such payment methods as Company makes available on the Platform from time to time.

6.8 If Advertiser disputes any Fee deduction or Report, it must notify Company in writing within ten (10) days of the relevant Report being made available on the Platform, specifying the basis of the dispute in reasonable detail, failing which the Report shall be deemed accepted.

7.1 Company shall track all impressions, clicks, and Qualifying Actions attributable to each Approved Proposal using the Platform's proprietary tracking technology, and shall make Reports available to Advertiser through its Account dashboard.

7.2 Reports shall serve as the primary and, absent manifest error, conclusive basis for calculating Fees owed by Advertiser and amounts deducted from the Advertiser Balance.

7.3 Advertiser shall not, and shall not permit any third party to, interfere with, manipulate, reverse-engineer, or attempt to circumvent the Platform's tracking technology.

8.1 Advertiser grants to Company, and to the extent necessary to Publishers (including by way of sub-license), a non-exclusive, royalty-free, worldwide license to host, reproduce, adapt (solely to the extent necessary for technical formatting or display compatibility), publicly display, transmit, and otherwise use each Creative, including any photographs, images, videos, graphics, logos, or other visual or audio-visual assets contained within it, solely for the purpose of displaying the Creative on Publisher Websites and otherwise providing the services contemplated by this Agreement and the applicable Approved Proposal, for the duration of the relevant campaign (and, where necessary for reporting, archival, or legal compliance purposes, thereafter). Advertiser confirms it holds all rights necessary to grant this license, consistent with its warranties in Section 4.4.

8.2 As between the parties, Company owns all right, title, and interest in and to the Platform, including its tracking technology, dashboards, Reports (in the form generated by the Platform), and all associated Intellectual Property Rights. Nothing in this Agreement transfers any such rights to Advertiser, save for a limited, non-exclusive, non-transferable right to access and use the Platform dashboard for the term of this Agreement.

8.3 Advertiser retains all Intellectual Property Rights in its Creatives, trademarks, and brand assets, subject to the license granted in Section 8.1.

9.1 Each party shall keep confidential, and shall not disclose to any third party, any non-public information disclosed by the other party in connection with this Agreement, including pricing, Reports, and business or technical information (“Confidential Information”), except: (a) to its officers, employees, or professional advisers who have a need to know and are bound by equivalent confidentiality obligations; (b) as required by applicable law or a competent authority; or (c) with the prior written consent of the disclosing party.

9.2 This Section 9 shall survive termination or expiry of this Agreement.

10.1 Each party shall comply with applicable data protection and privacy laws in connection with any personal data processed under this Agreement. Company's collection and use of Advertiser's and its personnel's personal data is further described in the retarget.gg Privacy Policy, which is incorporated into this Agreement by reference.

10.2 Advertiser is solely responsible for ensuring that it has a lawful basis to include any personal data (including of end users) within its Creatives or landing pages, and for its own compliance with data protection laws applicable to its business.

10.3 Advertiser acknowledges that, once an end user clicks on a Creative on the Publisher’s website, the end user will be directed to a website, application, or other online property owned or operated by Advertiser (the “Advertiser Site”). As between the parties, Advertiser is solely and exclusively responsible for compliance with all applicable data protection, privacy, and cookie laws in connection with the Advertiser Site and any personal data collected, used, or disclosed there, including obtaining any consents required for the collection or processing of personal data, providing any required privacy notices, and implementing any cookie banners or cookie preference/consent management mechanisms required by applicable law in the relevant Territory. Company has no visibility into, has no access to, and assumes no responsibility or liability whatsoever for, the data collection, privacy, or cookie practices of any Advertiser Site.

11.1 Either party may terminate this Agreement for convenience by providing thirty (30) days' prior written notice to the other party, provided that any Approved Proposal in progress at the date of termination shall (unless otherwise agreed) continue until its scheduled end date or until the associated Advertiser Balance is exhausted, whichever occurs first.

11.2 Company may suspend or terminate this Agreement, any Account, or any Approved Proposal immediately upon written notice (or, where Section 11.4 applies, without notice) if: (a) Advertiser is in material breach of this Agreement (including any representation or warranty in Section 4) and, where capable of remedy, fails to remedy such breach within seven (7) days of being notified; (b) Advertiser becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, or similar proceedings; or (c) required to do so by applicable law, a Sanctions Authority, or a regulator.

11.3 Company may immediately suspend an Account or campaign, without prior notice, where Company suspects: (a) a breach of Section 4.1 (Sanctions, AML, PEP); (b) fraudulent, invalid, or manipulated traffic; (c) that a Creative infringes third-party rights or is false or misleading; or (d) any other conduct that exposes Company or a Publisher to legal, regulatory, or reputational risk.

11.4 Upon termination of this Agreement for any reason, any remaining Advertiser Balance shall be treated in accordance with Section 6.3, and Sections 4 (Representations and Warranties), 6.3 (Non-Refundable; Non-Withdrawable), 8 (Intellectual Property), 9 (Confidentiality), 10 (Data Protection), 12 (Indemnification and Liability), 14 (Governing Law), and this Section 11.4 shall survive.

12.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTION 12.3, NEITHER PARTY, NOR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, OR AGENTS, SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO SECTION 12.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY ADVERTISER TO COMPANY IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.2 Advertiser shall defend, indemnify, and hold harmless Company, its Group Companies, Publishers, and their respective officers, directors, employees, and agents (each, an “Indemnified Party”) from and against any and all claims, demands, liabilities, damages, losses, fines, penalties, costs, and expenses (including reasonable legal fees), whether brought by a third party or a Sanctions Authority or other regulator, arising out of or in connection with: (a) any breach of the representations and warranties in Section 4 (including any breach of Section 4.1 relating to Sanctions Laws, anti-money laundering obligations, or PEP status); (b) any claim that a Creative, or any product or service advertised through the Platform, infringes or misappropriates a third party's Intellectual Property Rights; (c) any claim that a Creative is false, misleading, deceptive, or otherwise violates applicable advertising or consumer protection laws; (d) Advertiser's business, or the products or services it advertises, being or becoming unlawful in the applicable Territory; and (e) any other breach by Advertiser of this Agreement.

12.3 Notwithstanding Section 12.1, Advertiser's indemnification obligations under Section 12.2, and Advertiser's liability for any breach of Section 4, shall not be subject to any limitation or exclusion of liability set out in Section 12.1 or elsewhere in this Agreement, and shall be uncapped. Nothing in this Agreement limits or excludes any liability that cannot be limited or excluded as a matter of applicable law, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

12.4 Company shall promptly notify Advertiser of any claim for which it seeks indemnification, and Advertiser shall have the right to control the defense of such claim with counsel of its choice, provided that Company may participate in the defense at its own expense and Advertiser shall not settle any claim in a manner that admits fault on the part of, or imposes any obligation on, Company without Company's prior written consent.

13.1 Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, government action, or failure of third-party infrastructure, provided that the affected party promptly notifies the other and uses reasonable efforts to mitigate the effect of the event.

14.1 This Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes), shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of law principles.

14.2 The courts of the Province of Ontario, Canada shall have exclusive jurisdiction to determine any dispute arising out of or in connection with this Agreement, and each party irrevocably submits to the jurisdiction of such courts and waives any objection to venue on grounds of inconvenient forum.

14.3 Before commencing court proceedings (save for a party seeking urgent or injunctive relief), the parties shall attempt in good faith to resolve any dispute through negotiation between authorized representatives for a period of thirty (30) days following written notice of the dispute.

15.1 Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties. Neither party has authority to bind the other.

15.2 Advertiser may not assign or transfer this Agreement or any rights or obligations under it without Company's prior written consent. Company may assign this Agreement, in whole or in part, to any Group Company or in connection with a merger, acquisition, or sale of assets, without Advertiser's consent.

15.3 Notices under this Agreement shall be given in writing by email to the address on file for the relevant party, or via notification on the Platform dashboard, and shall be deemed received on the date of transmission absent evidence of delivery failure.

15.4 This Agreement (including the Privacy Policy and any Approved Proposal) constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior discussions and agreements relating to the same subject matter.

15.5 Company may amend this Agreement at any time by posting an updated version on the Platform. Continued use of the Platform constitutes acceptance of the amended Agreement. If Advertiser does not agree to a material amendment, its sole recourse is to terminate this Agreement in accordance with Section 11.1.

15.6 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable while preserving its intended commercial effect.

15.7 No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right.

15.8 Publishers shall be entitled to enforce Section 12.2 (Advertiser Indemnity) as third-party beneficiaries, notwithstanding that they are not a party to this Agreement.

15.9 This Agreement may be accepted electronically (including by click-through acceptance on the Platform) and such acceptance shall have the same legal effect as a handwritten signature.

15.10 Any provision of this Agreement that by its nature should survive termination (including Sections 4, 6.3, 8, 9, 10, 12, 14, and this Section 15) shall so survive.