Master Services Agreement | Rakuten Advertising

Last Updated: September 15, 2026

By using the Services, Company agrees to the online terms set forth in this Master Services Agreement with Supplier, which, together with any Incorporated Document(s), form the “Agreement” between the Parties. Supplier may modify this Master Services Agreement from time to time by posting the modified terms thereof on our website, along with the effective date of the modifications. Company’s continued use of the Services following the posting of these changes will effectuate Company’s acceptance.

1. Definitions

In addition to any terms defined throughout the body of the Master Services Agreement, the following definitions will also apply.

“Affiliate” means an entity that directly or indirectly, controls, is controlled by, or is under common control with a Party and enters an Order Form.

“Charges” means all applicable fees, expenses, costs and charges payable by Company to Supplier under the Agreement, including Supplier Fees, pass-through costs, reimbursable expenses, taxes (excluding taxes based on Supplier’s net income) and any other amounts expressly payable to Supplier in connection with the Services. For the avoidance of doubt, Charges do not include Partner Compensation, media spend, third-party platform fees, paid placement fees or any other amounts payable by Company directly to Publisher Partners, the Third-Party Platform or other third parties.

“Company Content” means Company’s trademarks, trade names, trade dress, internet domain names, websites, logos, keywords (or other identifiers, descriptions or other materials), creative, copy and other content provided by Company to Supplier in connection with the Services.

“Company Data” means all data, information, records, files, content, materials and other inputs provided, made available, transmitted or otherwise accessible to Supplier by or on behalf of Company, through Company’s systems, accounts, applications, websites, data feeds, Third-Party Platforms, or other sources, including Company Content and Platform Data.

“Company Site” means any current or future website or application that is owned and operated by Company or is hosted or operated by a third party on Company’s behalf.

“Confidential Information” means any non-public material or information disclosed by the Disclosing Party to the Receiving Party that is marked or otherwise identified as confidential at the time of disclosure or, which given the facts and circumstances under which such information is disclosed, should reasonably be considered confidential and proprietary; and includes the terms and conditions of the Agreement. Confidential information of Supplier includes reports provided by Supplier in connection with the Services.

The word “include” and its derivative forms will be deemed to be followed by the phrase “without limitation” or “but not limited to.”

“Incorporated Documents” means any Order Form(s), and/or any other set(s) of terms referenced in such Order Form(s), that incorporate by reference the Master Services Agreement.

“Order Form” means an order form, insertion order, or other documentation of similar effect for the provision of Services, which incorporates by reference and is executed by the Parties (or an Affiliate of either or both Parties) pursuant to this Master Services Agreement.

“Partner Compensation” means all media spend, commissions, incentive payments, bounty payments, placement fees and other compensation or amounts payable by Company to Publisher Partners or other third parties in connection with the Services, which amounts are payable by Company directly to the applicable Publisher Partner or other third party and are not invoiced by, collected by, received by, remitted through or administered by Supplier.

“Party” means each of Supplier, Company and their respective Affiliate(s), if applicable; the plural form of the word referring to them collectively, as applicable.

“Prohibited Activity” means activity involving, facilitating advocating or promoting one or more of the following: (a) discrimination based on race, ethnicity, gender, religion, sexual orientation, age, national origin or disability; (b) libelous, defamatory, obscene, pornographic, sexually explicit or abusive activity; (c) illegal activities or substances; (d) sedition; (e) false or misleading advertising; or (f) a conflict or violation of any law, rule, regulation, or intellectual property or other rights of any person or entity.

“Publisher Partner” means any third-party publisher, content creator, influencer or other marketing or media partner engaged by Company, or by Supplier on Company’s behalf, through or in connection with the Third-Party Platform, with Supplier providing managed services in connection with such engagements.

“Services” means the services provided by Supplier to Company as set forth in an Order Form.

“Services Output” means any reports, campaign materials, presentations, recommendations, analyses, summaries, or other materials expressly identified in an applicable Order Form as items to be provided by Supplier to Company in connection with the Services, excluding Supplier Data, Supplier IP, Third-Party Platform materials and any underlying tools, methodologies, processes, templates, software, analytics models, know-how or technology used to create or provide such materials.

“Supplier” means the Rakuten entity specified in the respective signature block(s) in the Agreement.

“Supplier Data” means reports, analytics, performance metrics, benchmarking data, campaign insights, and other data or information generated or compiled by Supplier in connection with the performance of the Services, excluding any data made available directly to Company by or through the Third-Party Platform and excluding Company Content and Company Confidential Information.

“Supplier Fees” means all fees due and payable to Supplier for the Services and the Services Output as set forth in the applicable Order Form.

“Supplier IP” means Supplier’s tools, templates, methodologies, processes, technologies, workflows, know-how, algorithms, analytics models, reporting formats, documentation, systems, data structures, trade secrets and other intellectual property, including any modifications, enhancements, derivative works or improvements thereto, whether existing prior to the Effective Date or developed, conceived, reduced to practice or used by Supplier in connection with the Services.

“Third-Party Platform” means any third-party affiliate marketing or partnership technology platform (including Impact.com) with which Company has entered into a separate direct agreement for access to and use of such platform, and which Supplier accesses as an authorized user on Company’s behalf to perform the Services.

2. Supplier Services

2.1 Services. The Agreement sets forth the terms and conditions under which the Services will be provided to Company. An Affiliate of either Party may enter into Order Form(s). In the event an Order Form is executed by an Affiliate of Supplier and/or an Affiliate of Company, the respective Affiliate becomes a Party or Parties to this Master Services Agreement and other Incorporated Documents, as applicable, and references to Supplier or Company in the same, shall be deemed to be references to such Affiliate(s).

2.2 Non-Exclusive Engagement. Company acknowledges and agrees that Supplier and its employees, agents, contractors and subcontractors (“Supplier Personnel”) may perform similar services for other customers during the Term. Neither the Agreement nor any Order Form shall restrict or prevent Supplier or any Supplier Personnel from providing services to, or developing products, services, materials or deliverables for, other persons or entities, including products, services, materials or deliverables that are competitive with those provided to Company under this Agreement or any applicable Order Form, provided that Supplier complies with its confidentiality obligations under this Agreement.

2.3 Company Cooperation. Company understands that Supplier’s performance is contingent upon Company’s timely performance of its responsibilities, as set forth in the Agreement and the applicable Order Form. Company will provide Company Content and reasonable cooperation as necessary for Supplier to provide the Services set forth in any Order Form. Company agrees Supplier shall not be held responsible if Company fails to provide it with this required information.

2.4 Limited Contracting Authority. Company authorizes Supplier, in a facilitative and administrative capacity only, to enter into and accept on Company’s behalf standard insertion orders, Publisher Partner engagement terms, paid placement insertion orders and similar operational arrangements with Publisher Partners, and similar agreements with service providers and subcontractors, in each case as reasonably necessary to enable and perform the Services (“Facilitated Agreements”) provided that: (a) such arrangements are within the scope of the Services; and (b) Supplier shall not agree to any non-standard, or materially adverse terms on Company’s behalf without Company’s prior written approval. For the avoidance of doubt, Supplier shall have no authority to enter into, amend or accept any Third-Party Platform terms and conditions on Company’s behalf, and Company shall remain solely responsible for contracting directly with all Third-Party Platforms.

2.5 Facilitated Agreements. Supplier shall not assume, and expressly disclaims, any duties, obligations or liabilities arising under any Facilitated Agreements except as expressly set forth in the Agreement. Company shall remain solely and exclusively responsible for reviewing, approving and complying with all terms, conditions, payment obligations and other liabilities arising under any Facilitated Agreements, including all media spend, commissions, incentive payments, bounty payments, placement fees and other compensation or amounts payable to Publisher Partners or other third parties in connection with the Services. Company shall pay all Partner Compensation and other amounts due to Publisher Partner and other third parties directly and shall not route, remit or redirect any such amounts through Supplier. Supplier shall not invoice Company for, collect, receive, remit or administer any Partner Compensation, media spend, third-party platform fees or other amounts payable to Publisher Partners, the Third-Party Platform, or other third parties. Company further acknowledges and agrees that Supplier’s execution of any Facilitated Agreements on Company’s behalf shall not create or imply any direct contractual relationship between Supplier and the applicable Publisher Partner or other third party.

2.6 No Remittance Obligation. For the avoidance of doubt, Supplier shall have no obligation to fund, pay, advance, collect, hold, or remit any Partner Compensation or other amounts due to any Publisher Partner, the Third-Party Platform or other third party, and shall have no liability in connection therewith. All amounts are payable to Company directly to the applicable Publisher Partner, Third-Party Platform or other third-party under Company’s separate agreements with such parties.

2.7 Operational Administration Authority. In connection with the Services, Supplier may manage, administer, optimize and support Company’s affiliate, partner and performance marketing programs on Company’s behalf, including by engaging, instructing and coordinating with Publisher Partners, service providers, networks, subcontractors and Third-Party Platforms (including Impact.com and Supplier’s Affiliates and subcontractors) as Supplier reasonably deems necessary to perform the Services. Company hereby appoints Supplier as its limited authorized agent solely for the operational administration and management of the Services and the applicable programs and authorizes Supplier to access, use and administer Company’s applicable accounts, systems, platforms and data in connection therewith. Company acknowledges and agrees that applicable third parties may rely on Supplier’s operational communications, instructions and actions relating to the Services as authorized by Company. For the avoidance of doubt, (a) Supplier’s authority to enter into agreements on Company’s behalf shall be limited solely to the arrangements expressly described in Section 2.4, and Supplier shall have no authority to enter into or accept Third-Party Platform terms on Company’s behalf unless expressly authorized by Company in writing; and (b) Supplier’s operational administration of Company’s programs shall not be construed as Supplier receiving, collecting, invoicing for, or remitting any Partner Compensation, platform fees or other amounts payable to Publisher Partners, the Third-Party Platform or other third parties, all of which remain the sole responsibility of Company.

2.8 Platform Access and Data.

(a) Authorized User. Company shall designate Supplier as an authorized user/agent on Company’s account with the Third-Party Platform with full administrative and operational access necessary for Supplier to perform the Services, including the rights to read, write, configure programs, manage engagements with Publisher Partners, and access and download all reporting and program data.

(b) Cooperation. Company shall execute, within ten (10) business days of Supplier’s request, any authorization, user designation, side letter or similar instrument reasonably required by the Third-Party Platform to give effect to Supplier’s access under this Section 2.8 (Platform Access and Data).

(c) Company Data License. Company hereby grants to Supplier a limited, nonexclusive, nontransferable, royalty-free, worldwide right and license to access, use, reproduce, process and store all data on the Third-Party Platform relating to Company’s program (the “Platform Data“), including conversion, click, engagement, commission, publisher, reporting, and all other Company Data, (i) as necessary to perform the Services and exercise Supplier’s rights under the Agreement, including through Supplier’s Affiliates, subcontractors, service providers, Publisher Partners, and other third parties engaged in connection with the Services; and (ii) in a format that is aggregated and de-identified (as defined in applicable data privacy or protection law or regulation), for statistics, analytics and benchmarking, and otherwise to develop, provide, manage, maintain and improve Supplier’s and its Affiliates’ products and services.

(d) Company Responsibility. Company represents and warrants that it has obtained and shall maintain all consents, permissions, notices and authorizations from end users, Publisher Partners and other third parties necessary for Supplier to access, use, process the Platform Data and the Company Data as contemplated by this Section 2.8 (Platform Access and Data).

3. Payment

3.1 Payment obligation. Company will pay Supplier all Supplier Fees in accordance with the applicable Order Form. All other Charges payable under the Agreement that are not expressly included within the Supplier Fees set forth in an Order Form, including reimbursable expenses and third-party costs, shall be invoiced by Supplier and paid by Company in accordance with the payment terms set forth in the Order Form. Unless otherwise expressly stated in the applicable Order Form, all undisputed invoices are due and payable within thirty (30) days following the invoice date. Company acknowledges and agrees that if Company should request additional Services, Services Output or other deliverables beyond those explicitly set forth in an Order Form, additional Supplier Fees, Charges and expenses may apply.

3.2 Expenses: Company will reimburse Supplier for all reasonable and documented out-of-pocket expenses incurred by or on behalf of Supplier in connection with the performance of the Services, including expenses relating to travel, lodging, meals, third-party vendors, production, shipping, software, and other pass-through costs; provided that Supplier shall obtain Company’s prior written approval (email sufficient) before incurring any such expenses. Supplier may invoice approved expenses as incurred or include them on its regular invoices, and Company shall reimburse such amounts in accordance with the payment terms of the Agreement.

3.3 Taxes. Each Party retains sole responsibility for its compliance with all applicable tax laws, rules and regulations and as set forth in any applicable Order Form(s).

4. Proprietary Rights

4.1 License to Supplier. Notwithstanding anything in the Agreement, Company hereby grants to Supplier, or will procure for Supplier during the Term, a limited, nonexclusive, nontransferable (except as otherwise provided in the Agreement), royalty-free, worldwide right and license to use, reproduce, modify, distribute, transmit, publicly display, and create derivative works from the Company’s Content as necessary to provide the Services. Supplier may sublicense such rights to Publisher Partners, subcontractors, service providers, and the Third-Party Platform solely as reasonably necessary to provide the Services. Company represents and warrants that it owns or otherwise has secured and shall maintain all rights, permissions, consents, and licenses necessary for Supplier, Publisher Partners, and the Third-Party Platform to use the Company Content in connection with the Services. Upon Supplier’s reasonable request, Company shall provide documentation supporting such rights.

4.2 Ownership. As between the Parties, Company retains all right, title, and interest in and to the Company Content, and Supplier retains all right, title, and interest in and to the Supplier Data, Supplier IP and Services Output. To the extent any Services Output incorporate or are derived from Supplier IP, no ownership rights in such Supplier IP are transferred to Company. Subject to Company’s compliance with the Agreement, Supplier grants Company during the Term a limited, nonexclusive, nontransferable (except as otherwise permitted under the Agreement) license to use the Services Output, Supplier Data and any incorporated Supplier IP solely for Company’s internal business purposes in connection with receiving the benefit of the Services. Except for the limited licenses expressly granted herein, nothing in the Agreement grants either Party any ownership rights or licenses in or to the other Party’s intellectual property or proprietary rights.

4.3 Third-Party Platforms. Company acknowledges that access to and use of any Third-Party Platform, including any data, reports, analytics, or functionality made available through such Third-Party Platform, shall remain subject to Company’s separate agreement(s) with the applicable Third-Party Platform provider.

5. Confidentiality

5.1 Non-Disclosure. Each Party and/or the Party’s Affiliate(s) that receive or access the other Party’s and/or its Affiliate(s)’ Confidential Information (“Receiving Party”) in relation to the Agreement, will keep the Confidential Information of the other Party and/or that Party’s Affiliate(s) (“Disclosing Party”) secure using at least the same degree of care that it uses to protect its own Confidential Information, but no less than reasonable care, and will not disclose or use such other Party’s Confidential Information except to the extent reasonably necessary to perform its obligations or exercise its rights under the Agreement. Further, the Receiving Party may disclose the Disclosing Party’s Confidential Information only to those of its or its Affiliates’ respective employees, officers and directors, and third-party consultants, advisers and subcontractors, (collectively referred to as “Representatives”) with a legitimate need to know such information in order to provide the Services and perform their respective duties in connection with the Agreement; provided that (a) each such person has a legal or contractual obligation to maintain the confidentiality of such information; (b) in the case of Representatives, no such Representative is a competitor or Affiliate of a competitor of the Disclosing Party; and (c) in no event will Company permit access by any third parties to the Supplier Data for the purpose of developing reporting across unaffiliated networks. Each Party shall be responsible for any breach of this Section 5.1 (Non-Disclosure) by its Representatives(s).

5.2 Exceptions. Confidential Information will not include information that (a) is or becomes publicly available without breach of the Agreement; (b) the Receiving Party obtains from a source other than the Disclosing Party, provided that the disclosure to the Receiving Party by such source is not known to the Receiving Party to be a violation of a confidentiality obligation of such source to the Disclosing Party; and (c) the Receiving Party knew prior to receiving such information from the Disclosing Party or develops independently without use of the Disclosing Party’s trade secrets or Confidential Information, as shown by contemporaneous records. The confidentiality restrictions in the Agreement will not apply to disclosure by the Receiving Party of the Disclosing Party’s Confidential Information to the extent required by law or court order, provided that the Receiving Party uses reasonable efforts to give the Disclosing Party prompt written notice of such requirement, in advance if possible, in order to give the Disclosing Party an opportunity to lawfully prevent or limit the scope of such disclosure.

5.3 Data Protection. To the extent Supplier processes personal data on behalf of Company in connection with the Services, such processing is subject to the Rakuten Advertising Global Data Processing Addendum available at https://rakutenadvertising.com/legal-notices/terms-and-conditions/data/ (the “DPA”), which is incorporated herein by reference. For the avoidance of doubt, this Section does not govern any processing of personal data by the Third-Party Platform, which is governed by Company’s separate agreement with the Third-Party Platform.

6. Warranties; Disclaimers

6.1 Representations and Warranties. Each Party hereby represents, warrants, covenants and agrees that it is duly organized, validly existing, and has full authority to enter, and perform its duties under, the Agreement. Company represents, warrants, covenants and agrees that it will not use the Services to engage in any Prohibited Activity.

6.2 Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT AS EXPRESSLY OUTLINED ABOVE, SUPPLIER (INCLUDING ITS PERSONNEL, SERVICE PROVIDERS, CONTRACTORS AND SUPPLIERS) PROVIDES THE SERVICES ON AN ‘AS-IS’ BASIS. SUPPLIER MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING REPRESENTATIONS, GUARANTEES OR WARRANTIES AS TO ACCURACY, USABILITY, NON-INFRINGEMENT, COMPLETENESS, CURRENTNESS, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES.

7. Indemnification

7.1 Company Obligation. Company agrees to indemnify, defend and hold harmless Supplier, its Affiliates, and their respective employees, officers, directors, shareholders, and agents from and against any third-party claims, proceedings, actions and causes of action, including any resulting liabilities, damages, losses, fines, fees, penalties, costs and expenses (including reasonable attorneys’ fees, costs and disbursements) to the extent arising out of or relating to: (a) the offer, advertising, marketing, promotion, sale, provision of, or failure to provide, any goods or services by or on behalf of Company; (b) any engagement, transaction, relationship, Paid Placement IO or other agreement with any Publisher Partner or other third party entered into by Company (or any of its Affiliates) or by Supplier on Company’s behalf pursuant to the Agreement, including any payment obligations, disputes or liabilities arising thereunder; (c) any Company Content, Company Data, or Supplier’s use, display, distribution, ingestion, processing, or exploitation thereof in accordance with the Agreement; (d) Company directly or indirectly engaging in any Prohibited Activity.

7.2 Supplier Obligation. Supplier agrees to indemnify, defend and hold harmless Company, its Affiliates, and their respective employees, officers, directors, shareholders, and agents from and against any third-party claims, proceedings, actions, and causes of action, including any resulting liabilities, damages, losses, fines, fees, penalties, costs and expenses (including reasonable attorneys’ fees, costs and disbursements) to the extent arising out of or relating to a claim that the Supplier IP as provided by Supplier to Company and used by Company strictly in accordance with the Agreement directly infringes any U.S. patent, copyright or trademark issued as of the Effective Date.

7.3 Exceptions. Supplier will not be obligated to indemnify, defend and hold Company harmless to the extent that the alleged infringement relates to (a) any Company Content or other data, materials, instructions, specifications or technology provided by or on behalf of Company, Publisher Partners or any third party; (b) Company’s use of the Services or Supplier IP in violation or outside the scope of the Agreement and/or any relevant documentation furnished to Company; (c) any modification, configuration or customization of any Services or Supplier IP not made or authorized by or on behalf of Supplier; (d) the combination of the Services or any Supplier IP with any third-party hardware, software, processes or material; (e) Supplier’s compliance with Company’s instructions, requests or specifications; or (f) the Third-Party Platform or any technology, services or content provided by the Third-Party Platform, Publisher Partner or other third party. Company agrees to cooperate fully in mitigating any alleged infringement after being notified thereof and promptly and fully implement any modifications or substitutions provided by Supplier that would mitigate or avoid such infringement. In the event that any preliminary injunction, temporary restraining order or final injunction will be obtained, Supplier will, in its sole discretion, either (i) obtain the right for Company to continue receiving the Services, (ii) modify or replace the Services so as to avoid the alleged infringement, or (iii) offer a substitute and equivalent service. If Supplier determines that none of these alternatives is reasonably available, either Company or Supplier will have the right, upon written notice to the other, to terminate the Agreement. Section 7.2 (Supplier Obligation) and this Section 7.3 (Exceptions) sets forth Company’s sole remedy and Supplier’s sole liability with respect to an infringement of any third-party rights.

7.4 Procedure. The indemnification obligations in this Article 7 (Indemnification) are conditioned on: (a) prompt accurate written notice to the indemnifying Party of any third-party Losses for which indemnity is claimed or which may give rise to an indemnity claim, provided that the failure by the indemnified Party to provide timely notice of any claim, action or demand will not affect or impair the obligations of the indemnifying Party, except and only to the extent that the indemnifying Party has been adversely affected by such failure or delay; (b) the indemnifying Party having the right to assume complete and sole control over the defense and any and all negotiations for any settlement or compromise thereof, provided that the indemnifying Party cannot settle without the indemnified Party’s written consent if the settlement includes an admission of fault or wrongdoing by the indemnified Party, imposes non-monetary obligations on the indemnified Party, or doesn’t fully release the indemnified Party from all liabilities related to the indemnity claim; and (c) cooperation of the other Party, and its Affiliates and indemnitees, as applicable, in such defense. If the indemnifying Party elects to assume control of the defense of any claim, the indemnified Party will, at its own expense, have the right to participate in the defense or consult its own counsel.

8. Limitation on Liability

8.1 Indirect Damages. Notwithstanding anything else in the Agreement, neither Party nor any of its Affiliates (including any respective contractors and suppliers of either Party or Affiliates) will be liable to the other (whether in contract or based on warranty, negligence, tort, strict liability or otherwise) in connection with or resulting from the Agreement, including indemnification obligations, for any indirect, incidental, consequential, lost profits, reliance, punitive or special damages, even if such Party was aware that such damages could result.

8.2 Direct Damages. The aggregate liability of Supplier and its Affiliates arising out of or relating to the Agreement, the Services or any Order Form, regardless of the form of action or theory of liability and including any indemnification obligations, shall not exceed the Supplier Fees actually paid by Company to Supplier under the applicable Order Form during the twelve (12) month period immediately preceding the event giving rise to the applicable claim (for the avoidance of doubt, excluding any Partner Compensation, media spend, pass-through costs or amounts paid or payable to Publisher Partners or other third parties). Without limiting the foregoing, Supplier shall have no liability arising out of or relating to: (a) any acts, omissions, products, services, content, technology, downtime, data loss, security incidents, contractual breaches or other conduct of any subcontractor, Publisher Partner, Third-Party Platform or other third party (including any third-party technology implemented on or integrated with a Company Site or otherwise used in connection with the Services); (b) any downtime, interruption, unavailability, delay or degradation of the Services caused by any Third-Party Platform, internet service provider, hosting provider or other third party; or (c) any Third-Party Platform or any technology, services, content, APIs, tools or systems provided by or through any Third-Party Platform, including any acts, omissions, errors, outages, downtime, data loss, security incidents or breaches of contract by any such Third-Party Platform or third party.

9. Term; Termination

9.1 Term. This Master Services Agreement will commence as of the Effective Date and continue until the expiration of the last Order Form in effect, unless earlier terminated in accordance with the Agreement (the “Term“).

9.2 Suspension Right. In the event of: (a) a material breach of the Agreement by Company; or (b) a good faith determination by Supplier that (i) an act or omission of Company may have a material adverse effect on Supplier’s business operations, or (ii) Company becomes or is reasonably likely to become unable to meet its payment obligations, Supplier may temporarily suspend Company’s access, use or benefit of any or all Supplier-provided tools, services and/or other resources until the time when Company cures such breach, remedies the act or omission in question, demonstrates ability to make payment under the terms of the Agreement, or terminates the Agreement pursuant to Section 10.3 (Termination for Breach).

9.3 Termination for Breach. A Party will have the right to terminate the Agreement upon any material breach of its terms by the other Party, which breach remains uncured by the breaching Party for a period of fifteen (15) days following the breaching Party’s receipt of written notice of breach; provided Supplier may terminate the Agreement, within five (5) business days following Company’s receipt of written notice, for any uncured default in Company’s payment obligations. In addition, Supplier may terminate the Agreement at any time upon written notice to Company (email to suffice).

9.4 Effects of Expiration or Termination of the Agreement. In the event of an expiration or termination of this Master Services Agreement, in addition to any rights and obligations set forth herein, the Parties agree that as of the date of expiration or termination: (a) all outstanding Incorporated Documents will be terminated; (b) Supplier will not be required to produce or furnish Company with any further reports relating to the Services; (c) no further adjustments or reconciliations may be made to Charges; (d) Company will pay any and all outstanding Charges incurred under the Agreement by the respective due date(s); (e) Sections 2.8 (Platform Access and Data), 3 (Payment), 4 (Proprietary Rights), 5 (Confidentiality), 6 (Warranties; Disclaimers), 7 (Indemnification), 8 (Limitation of Liability), 9.4 (Effects of Termination), and 10 (Miscellaneous) of this Master Services Agreement and any provision of the Agreement which by respective terms are intended to survive any expiration or termination of the Agreement, will so survive; and (f) any rights or remedies of either Party arising out of a breach or violation by the other Party of any terms of the Agreement will survive its expiration or termination.

10. Miscellaneous

10.1 Publicity; Use of Name and Marks. Except for Supplier’s provision of the Services or as otherwise expressly provided herein, neither Party shall use the name, logo, trademarks, service marks, or any other similar intellectual property of the other Party or its Affiliates, nor issue a press release or make any other public statement or disclosure about the Parties’ relationship, unless pre-approved in writing by both Parties.

10.2 Force Majeure. Except for a Party’s payment obligations, neither Party will be liable to the other Party by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, fires, flood, storms, war, governmental action, labor conditions, earthquakes, interruptions in telecommunications services or web access, terrorism, or any other cause which is beyond its reasonable control.

10.3 Assignability. Neither Party may assign or transfer this Master Services Agreement or any Incorporated Document without the prior written consent of the other Party, which consent will not be unreasonably withheld or delayed, except that either Party may assign or transfer the Agreement and/or its rights and obligations thereunder, in whole or in part, to an Affiliate or to any successor in interest (by sale of all or substantially all of the assets, merger, corporate reorganization or otherwise).

10.4 Notices. Any and all notices or other communications or deliveries hereunder will be made in writing and deemed given and effective on the earliest of: (a) the business day following the date of mailing, if sent by nationally recognized overnight courier service; (b) the delivery date noted on the receipt, if delivered by certified or registered mail, return receipt requested; or, (c) immediately, if sent by email, subject to confirmation of delivery. The addresses for such communications are specified within the applicable Order Form (or, if not specified, to the address of the Party set forth in its signature block).

10.5 Severability. If any provision of the Agreement or its application to any person, Party or entity or circumstance is held by a court with jurisdiction to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Such court may substitute therefore a suitable and equitable provision to carry out, so far as may be valid and enforceable, the intent and purpose of the invalid or unenforceable provision and, if such court will not, the parties will negotiate in good faith to agree upon such a provision. Any provision that is judicially unenforceable in any jurisdiction will not be affected with respect to any other jurisdiction.

10.6 Governing Law; Venue. The Agreement will be governed by the law of, and each Party hereby consents to exclusive jurisdiction and venue based upon, the applicable Supplier entity as follows. If:

Rakuten Marketing LLC dba Rakuten Advertising, the federal laws of the U.S. and state laws of the State of New York, without regard to conflicts of law principles, with exclusive jurisdiction and venue of the Federal and New York State courts (and appellate courts as applicable) sitting in New York County, New York.
Rakuten Marketing Canada Inc., the laws of Ontario, Canada with exclusive jurisdiction and venue of the Canadian courts.
Rakuten Marketing Europe Limited, the laws of England and Wales with exclusive jurisdiction and venue of the English courts.
Rakuten Marketing Brazil Limitada, the Federal Laws of Brazil with exclusive jurisdiction and venue of the courts sitting in the capital of Sao Paulo, Brazil.
Rakuten Marketing Australia Pty Ltd, the laws of New South Wales, Australia with exclusive jurisdiction and venue of the courts of New South Wales, Australia.

Furthermore, each Party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to the Agreement. Notwithstanding the foregoing, Company agrees that Supplier is entitled to seek and receive injunctive relief in any court or jurisdiction.

10.7 Remedies; Injunctive Relief. Unless otherwise expressly stated in the Agreement, all remedies available under or with respect to the Agreement are cumulative and in addition to all other remedies, if any, available at law or in equity. The prevailing Party in any litigation between the parties arising out of the Agreement will be entitled to recover its reasonable legal expenses, including court costs and attorneys’ fees and disbursements. Where Supplier has to refer unpaid payment obligations to a collection agency, costs of collection will be paid by Company in addition to all other owed amounts. Each Party acknowledges that if it breaches its obligations under Section 5 (Confidentiality) above, the other Party will be irreparably harmed, and that damages will be inadequate to compensate the other Party for such breach. Accordingly, without limiting any other right or remedy of the non-breaching Party, it will be entitled to seek injunctive relief for such breach.

10.8 Independent Contractor; No Third-Party Beneficiaries. The parties are independent contractors. There are no third-party beneficiaries of the Agreement.

10.9 Amendments and Waivers. Unless otherwise expressly provided, any amendments of the Agreement must be in writing and signed by both parties. No failure or delay in exercising any power, right, or remedy will operate as a waiver. A waiver, to be effective, must be written and signed by the waiving Party. No course of dealing or practice will be used to interpret, supplement or alter in any manner the express written terms of the Agreement.

10.10 Entire Agreement. The Agreement will constitute the entire agreement between the parties pertaining to the subject matter herein. In the event of any conflict between the terms of this Master Services Agreement and any Incorporated Document, the terms of this Master Services Agreement will govern, unless explicitly amended by an Incorporated Document.

10.11 Counterparts. The Master Services Agreement and any Incorporated Document may be executed in counterparts, each of which will be deemed to be an original and all of which together will constitute one and the same agreement. In addition to any other lawful means of execution or delivery, each may be executed by electronic signatures and delivered by the exchange of signature pages by means of email transmission.