Traffic Assignment Request («TAL») between Comscore, Inc. and Publisher

Publisher hereby requests the assignment of traffic relating to the URLs/Apps, Listed in NMM I/O agreement, in the Comscore, Inc. («Comscore»), syndicated audience measurement reports. PUBLISHER represents and warrants to Comscore that PUBLISHER has full rights, power, and authority to assign the traffic relating to the URLs/Apps listed in NMM I/O agreement and has entered into a binding agreement with YYYY («RECEIVER») such that RECEIVER has the contractual rights to sell advertising inventory for advertisements or videos that are displayed or rendered on the URLs/Apps in the attached Schedule A and the rights to assign such traffic, or owns the distribution rights to the digital content hosted on the URLs/Apps in NMM I/O agreement justifying the aggregation of this traffic.

In requesting this assignment, PUBLISHER understands that it will not receive credit in the Comscore syndicated audience reports for such traffic pertaining to Schedule A; additionally, such traffic may not be assigned to any other syndicated hierarchy.

In the event that Comscore receives multiple requests for assignment of the same URLs/Apps, Comscore will honor the request most recently received. PUBLISHER acknowledges and agrees that Comscore may, in its reasonable discretion, revoke some or all traffic assignment if, inter alia, a) conditions pertaining to this TAL are not met, including the termination of the agreement granting all relevant rights to this TAL to PUBLISHER and/or termination of the agreement pertaining to this TAL; or b) as required by Comscore reporting rules, by law, regulation, or court order.

Third Party Beneficiary. The parties acknowledge and agree that RECEIVER is a third-party beneficiary of this TAL.

LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, COMSCORE’S, ITS AFFILIATES’, AND ITS LICENSORS’ («INDEMNITEES») LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS TAL, REGARDLESS OF THE LEGAL THEORY OR CLAIM BEING BROUGHT, IS LIMITED AS SET OUT IN THIS SECTION. PUBLISHER AND RECEIVER AGREE THAT THE INDEMNITEES WILL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN PERFORMING UNDER THESE TERMS, INCLUDING WHERE SUCH FAILURE OR DELAY IS DUE TO CAUSES BEYOND REASONABLE CONTROL, INCLUDING NATURAL CATASTROPHES, GOVERNMENTAL ACTS OR OMISSIONS, LAWS OR REGULATIONS, COMMUNICATIONS SYSTEMS BREAKDOWNS, AND/OR HARDWARE OR SOFTWARE FAILURES. IN NO EVENT WILL THE INDEMNITEES AGGREGATE LIABILITY TO PUBLISHER, RECEIVER, OR ANY OTHER THIRD PARTY IN ANY MATTER ARISING FROM, RELATING TO, OR CONNECTED WITH OUR SERVICES OR THESE TAL TERMS EXCEED THE SUM OF ONE HUNDRED AND NO/100 ($100) DOLLARS. ADDITIONALLY, PUBLISHER AND RECEIVER WAIVE AND RELEASE ALL CLAIMS AGAINST THE INDEMNITEES FOR INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES DIRECTLY OR INDIRECTLY ARISING OUT OF THIS TAL REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER FAULT OF THE INDEMNITEES. PUBLISHER AND RECEIVER ACKNOWLEDGES AND AGREES THAT INDEMNITEES SHALL NOT BE LIABLE FOR ANY INJURY TO OR LOSS OF GOODWILL, REPUTATION, BUSINESS, PRODUCTION, REVENUES, PROFITS, ANTICIPATED PROFITS, CONTRACTS OR OPPORTUNITIES, REGARDLESS OF WHETHER SUCH LOSS OR DAMAGE WAS FORESEEABLE OR THE PARTY SUFFERING THE LOSS OR DAMAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

Term. This TAL will begin on the date the last party signs this TAL («Effective Date») and will remain in effect for a one (1) year (the «Initial Term»). Upon expiration of the Initial Term, this TAL shall automatically renew for additional terms of one (1) year each (each a «Renewal Term» and collectively with the Initial Term, the «Term»), unless either party provides the other party with written notice of termination of the TAL. The Limitation of Liability section shall survive termination or expiration of this TAL.

This Agreement may be signed in multiple counterparts, each of which will be deemed an original, and all such counterparts will constitute the same agreement. This Agreement may be signed using facsimile transmission or electronic signatures.