Sampling-Addendum

Updated 6/12/2019

This Sampling Addendum addresses supplemental business terms for related to TurnTo Sampling Services. In the event of a conflict between the terms of this Sampling Addendum and the terms of the Terms and Conditions, the terms of this Sampling Addendum will control.

1) TurnTo hereby grants you an exclusive, royalty-free, perpetual and transferable license to use and display the Reviews delivered under the Sampling Service Order(s).

2) Notwithstanding the foregoing, you agree that you will not make publicly available: (i) any information that, by itself or in combination with any information, can be used to identify, contact or locate an individual (“PII”) contained in the deliverables under the Sampling Service Order(s), nor (ii) any other Confidential Information provided by or on behalf of TurnTo or its affiliates to you in the deliverables under the Sampling Service Order(s).

3) You hereby grant TurnTo and its affiliates a non-exclusive royalty-free transferable license to use[ and to allow TurnTo’s third party sampling service to use your name trademarks, logos, products, images or other content in any media format (“Client Content”) in relation to the Sampling Services. You further grant TurnTo and its affiliates a non-exclusive, royalty-free transferable license to use and to allow TurnTo’s third party sampling service to use your name and logo in accordance with your standard usage guidelines on their client lists and related marketing

4) You will defend or settle at your expense, any claim, action, suit, or proceeding brought by a third party against TurnTo and its officers, directors, agents, employees, and assigns based on (i) any actual or alleged infringement of such third party’s intellectual property rights in connection with the Client Content; (ii) any alleged defect in or injury caused by any of your product(s) provided as Client Content hereunder; or (iii) your collection, use or disclosure of Client Content in violation of the terms of this Agreement or applicable law. You will pay any and all damages awarded by a court of competent jurisdiction to a third-party claimant or agreed to by you and consented to by the indemnified party in settlement of, such third-party claim.