RANKER GENERAL TERMS AND CONDITIONS.

This Agreement (the “Agreement”) is entered into by and between Ranker, Inc., having a place of business at 6420 Wilshire Boulevard, Suite 1800, Los Angeles, California 90048. (“Ranker”) and the counterparty signing the initial Order to which this Agreement is attached (“Company”). Ranker and Company will each be referred to as a “Party” and together, the “Parties”. By executing a Sales Order that references this Agreement, the Parties agree to the terms contained herein.

1. Description of Services: Ranker offers a variety of prepackaged and customized market research and audience targeting solutions described further in each Order.

2. Use of Orders: The scope of work and agreed upon pricing will require the completion and acceptance of a Ranker Order. The Ranker Order describes the agreed upon services being provided by Ranker to Company, specific information required to complete the order, critical dates, timelines and payment terms. ​ In the event of a conflict or inconsistency between the terms of this Agreement and the terms of a Ranker Sales Order, other than payment terms, the terms of this Agreement will govern.

3. Permitted Use, Licenses, Restrictions and Proprietary Rights.
   3.1. Permitted Use: Company must only use Ranker Data for the sole purpose described in the Order.
   
   3.2. Territory of Use: Company will use the Ranker Data in the US and Canada only.
   
   3.3. Grant of Licenses
   (a) Subject to the terms and conditions of this Agreement, Ranker grants to Company a non-exclusive, non-transferable (except in accordance with a permitted assignment pursuant to 9.1), non-sublicensable (except as expressly provided below), revocable (only pursuant to Section 8.2) license, during the applicable License Period and in the Territory, to: (a) Use the Ranker Data solely on an internal basis (except as otherwise expressly permitted in the applicable Order) for the use case set forth in the applicable Order; and (b) access and use the Ranker Technology for the sole purpose of Using the Ranker Data in accordance with this Agreement.
   
   (b) Subject to the terms and conditions of this Agreement, Ranker hereby grants Company a non-exclusive, non-transferable, non-sublicensable (except as expressly provided below), revocable (only pursuant to Section 8.2) license, during the applicable License Period and in the Territory, to use and reference the trademarks, trade names, service marks and/or logos owned by Ranker (the “Ranker Marks”) solely in connection with any attribution requirements set forth in the applicable Order. If Ranker becomes aware of any use by Company of the Ranker Marks that Ranker deems improper in its sole discretion, Ranker will notify Company of the improper use and Company will promptly correct the use in a commercially reasonable manner, or cease the use if directed by Ranker. All use of the Ranker Marks will inure solely to the benefit of Ranker and will not create any rights, title or interest in Company in or to any of the Ranker Marks. Except as expressly permitted in this Agreement, Company is not permitted to use or register any of the Ranker Marks as an Internet domain name or create a combination mark or logo using its name or marks with any Ranker Marks.
   
   (c) Company will have the right to permit its subcontractors to exercise the forgoing rights for the sole purpose of performing services for Company, provided that Company will be liable to Ranker for any action or omission of a subcontractor that would constitute a breach of this Agreement if done by Licensee. In addition, Company will have the right to provide certain Ranker Data to its Customers solely to the extent expressly permitted in the Order, provided that Company will ensure that any Customer to which it provides Ranker Data only uses the Ranker Data internally and in a manner consistent with this Agreement, and Company will be liable to Ranker for any Customer’s disclosure or misuse of Ranker Data or any action or omission of a Customer that would constitute a breach of this Agreement if done by Licensee. The foregoing licenses do not include any right to Use any Third-Party Content.
   
   3.4. License Restrictions. Except as expressly permitted under this Agreement or otherwise mutually agreed by the Parties, Company will not: (a) externally distribute any Ranker Data to third parties for any purpose (b) use the Ranker Data to create a product or service competitive with any Ranker product or service or to provide findings or other information to any competitor of Ranker; (c) decompile, disassemble, or otherwise reverse engineer the Ranker Data or any portion of any Ranker Technology used to deliver the Ranker Data (except to the extent that applicable law prohibits or restricts reverse engineering restrictions) or otherwise attempt to: (i) defeat, avoid, by-pass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Ranker Technology including, without limitation, any mechanism used to restrict or control the functionality of the Ranker Technology; or (ii) derive the source code or the underlying ideas, algorithms, structure or organization of the Ranker Technology; (d) sell, rent, lease or use the Ranker Data or Ranker Technology (or any portion of the Ranker Data or Ranker Technology) for time sharing purposes; (e) remove any copyright or other proprietary notices contained in the Ranker Data; (f) publicly display, distribute, sell, sublicense or otherwise transfer the Ranker Data, access to the Ranker Technology, or any portion of the Ranker Data or Ranker Technology; (g) execute automated bulk downloads of large quantities of the available Ranker Data; (h) use any Third-Party Content; (i) use the Ranker Data or Ranker Technology outside of the use case expressly set forth in the applicable Order; or (i) use the Ranker Data or Ranker Technology in any other manner expressly prohibited in the applicable Order. In addition, Company must not: (i) make any representation, warranty or covenant on behalf of Ranker to any Customer; (ii) enter into any agreement with any Customer that is inconsistent with this Agreement; or (iii) bind or purport to bind Ranker to any obligation with any Customer without Ranker’s prior written consent.
   
   3.5. Proprietary Rights. As between the Parties, Ranker and its licensors will retain ownership of all right, title and interest (including all associated Intellectual Property Rights) in and to: (a) the Ranker Data and Ranker Technology; (b) any suggestions or feedback that Company provides to Ranker regarding the Ranker Data, Ranker Technology or ; and (c) any aggregate or statistical information that Ranker collects regarding Company’s use of the Ranker Data, Ranker Technology or . All rights in the foregoing not expressly granted to Company are reserved by Ranker and Ranker’s licensors, and Company will make no use of the Ranker Data or Ranker Technology except as expressly provided in this Agreement or an Order. Subject to Ranker’s underlying ownership of the Ranker Data and Ranker Technology, Company will own and retain all right, title and interest (including all associated Intellectual Property Rights) in and to all Derivative Works. Ranker does not own, or claim any ownership of, any Third-Party Content.

4. Fees and Payment.
   4.1. Fees; Expenses. In consideration of the license granted hereunder for Company to use the Ranker Data, and in consideration of the that Ranker performs for Company, Company shall pay Ranker the fees set forth in each Order, subject to good faith disputes. Unless expressly provided otherwise in an Order, any expenses incurred by a Party in connection with entering into this Agreement or exercising its rights or performing its obligations under this Agreement will be the sole responsibility of that Party.
   
   4.2. Invoices and Payment. Ranker will invoice Ranker in accordance with the invoicing schedule set forth in each Order. Company shall pay each correct, undisputed invoice via check, ACH or wire transfer within thirty (30) days of receipt of invoice. All invoiced amounts will be expressed in, and Company must make all payments in, United States dollars.
   
   4.3. Taxes. The Parties anticipate that the All amounts payable by Company to Ranker under this Agreement are not subject to sales tax. However, in the event that any governmental jurisdiction legally assesses are exclusive of any sales, use, excise, import or export, value-added, or withholding tax, levy or similar governmental charge that may be legally assessed by any jurisdiction, whether based on the delivery, possession or use of the Ranker Data, performance of or the payment of fees, then Company will be responsible for any such tax, levy or charge; provided, however, that Company will have no liability for any tax, levy or charge assessed with respect to the income of Ranker.

5. Confidentiality. Each Party (“Receiving Party”) may be granted access to Confidential Information of the other Party (“Disclosing Party”) during the Term. The Receiving Party must: (a) use its commercially reasonable efforts to preserve and protect the confidentiality of the Disclosing Party’s Confidential Information and must not, except as expressly permitted under this Agreement, disclose that Confidential Information to any third party other than the Receiving Party’s employees, subcontractors and agents who have a need to receive that Confidential Information and who are subject to nondisclosure obligations at protective as those set forth in this Section 5; and (b) refrain from using the Confidential Information of the Disclosing Party except as contemplated in this Agreement. In no event, will the Receiving Party use less care to prevent unauthorized disclosure or use of the Confidential Information of the Disclosing Party than the Receiving Party uses to maintain the confidentiality of its own non-public information, and in no event less than a reasonable degree of care. Notwithstanding the foregoing, the Receiving Party will have no obligation with respect to information that the Receiving Party can demonstrate: (i) is or becomes publicly available through no breach of the Receiving Party; (ii) is lawfully obtained from a third party without known restrictions on disclosure; (iii) is independently developed by the Receiving Party without use of the information; or (iv) was rightfully in possession of, or known to, the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party. Furthermore, the Receiving Party may disclose the Confidential Information of the Disclosing Party if the Receiving Party becomes legally compelled to disclose that Confidential Information (whether by judicial or administrative order or applicable law, rule or regulation), provided that the Receiving Party so compelled must use commercially reasonable efforts to avoid the disclosure and to provide the Disclosing Party with prompt written notice (if legally permitted) of the legal compulsion to disclose the Confidential Information so that the Disclosing Party may seek a protective order or other appropriate remedy to prevent the disclosure. If the protective order or other remedy is not obtained prior to the time the disclosure is required, the Receiving Party will endeavor to only disclose that portion of the Confidential Information of the Disclosing Party the Receiving Party is advised by counsel (at Disclosing Party’s expense) it is legally required to disclose. The Receiving Party acknowledges that the unauthorized disclosure or use of Confidential Information may cause irreparable harm to the Disclosing Party, which harm cannot be compensated by damages alone. Therefore, in addition to all other rights and remedies at law and in equity, the Disclosing Party may seek an injunction to prevent a violation of the obligations of confidentiality. Within thirty (30) days after any termination or expiration of this Agreement and receipt of a written demand from the Disclosing Party, the Receiving Party must delete all copies of the Confidential Information from the Receiving Party’s technology, computer and storage systems and media and destroy any and all tangible copies of the Confidential Information.

6. Representations and Warranties; Disclaimer.
   6.1. General Warranties. Each Party represents and warrants that it has full right and power to enter into and perform this Agreement, and that its performance under this Agreement will comply with all applicable Laws and not conflict with any other obligation it may have to any third party.
   
   6.2. Ranker Warranties. Ranker represents and warrants that (i) Ranker has all rights necessary and has obtained all consents required to provide the Ranker Data to Company for Company to perform targeted advertising, retargeting and use the Ranker Data as contemplated herein; (ii) Ranker Data will not include data related to opt-outs or any consumer or data subject who has effectively revoked consent, via methods specified on Ranker's website or in its privacy policy, which methods follow the generally accepted industry standards and include links to the opt-out tools established by the National Advertising Institute (NAI) and Digital Advertising Agency (DAA) and a link to Ad Choices at http://youradchoices.com/, to the collection, use, or disclosure of such data; (iii) Ranker Data has been collected, maintained, and provided in compliance with all Laws applicable to the Ranker Data ; (iv) Company’s use of Ranker Data in accordance with this Agreement and any Order will not violate any Laws or any third party rights; (v) to Ranker’s knowledge as of the Order Effective Date, no claim that the Ranker Data infringes of any data, privacy, publicity or similar rights of any third party (whether or not embodied in an action, past or present) has been threatened or asserted, and no such claim is pending against Ranker or against any entity from which Ranker has obtained such rights; (vi) Ranker Data will comply in all material respects with the specifications set forth in any Order; and (vii) in no event will the Ranker Data include any Sensitive Personal Data (defined below). “Sensitive Personal Data” means any Personal Data that is classified as “sensitive” under applicable Laws and any Personal Data of: (a) individuals falling in the following categories: sexual orientation, non-conforming gender identity (such as transgender status), religion, health information or conditions, racial or ethnic origin, political beliefs, sexual orientation or related information, religious or philosophical beliefs, trade-union membership, details of criminal convictions, and genetic, biometric data (such as fingerprints, voiceprints, and retinal scans), Social Security numbers or Tax ID, driver’s license, passport, and other identification card numbers, financial account information including account numbers and PIN; or (b) a person under the age of 13. “Personal Data” means information that identifies, or can be linked to, a specific individual, device, or household.
   
   6.3. Company Warranties. Company represents and warrants that the products and services Company provides to Customers incorporating Ranker Data (excluding the Ranker Data used therein) does not and will not violate any applicable Laws or misappropriate or infringe the rights of any person or entity, including any Intellectual Property Right or right of publicity or privacy.
   
   6.4. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT: (I) NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, AND EACH PARTY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (II) RANKER MAKES NO REPRESENTATION OR WARRANTY THAT THE RANKER DATA OR RANKER TECHNOLOGY IS ACCURATE, COMPLETE OR ERROR FREE AND (III) RANKER MAKES NO COVENANT, REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO ANY THIRD-PARTY CONTENT.

7. Limitation of Liability; Indemnification.
   7.1. Limitation of Liability.
   7.1.1 EXCEPT IN CONNECTION WITH: (A) A PARTY’S INDEMNIFICATION OBLIGATIONS; (B) A PARTY’S BREACH OF SECTION 5 (CONFIDENTIALITY); OR (C) A PARTY’S FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR WILLFUL BREACH: (I) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR DAMAGES FOR LOST DATA), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF THOSE DAMAGES IN ADVANCE; AND (II) NEITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL EXCEED THE TOTAL FEES PAID OR PAYABLE TO RANKER HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THAT LIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, RANKER DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY THIRD-PARTY CONTENT.
   
   7.2. Indemnification. Each Party agrees to indemnify, defend, and hold harmless the other Party, its affiliates and its and their respective officers, directors, employees, agents and representatives (each an “Indemnitee”) from and against any claims, demands, actions, class actions, investigations and proceedings of any kind brought by any unaffiliated third party ("Claims"), and any and all losses, damages, liabilities, fines, penalties, costs and expenses (including reasonable attorney’s fees) related thereto (“Losses”), to the extent based on or related to or arising out of: (a) any breach or alleged breach of this Agreement by the indemnifying Party or its agents or subcontractors; (b) any alleged or actual fraud, gross negligence or willful misconduct of the indemnifying Party or its agents or subcontractors. ; or (c) such Party’s non-compliance with any applicable Laws, including without limitation, any data privacy and data protection laws. For purposes of this Section 7.2, any inaccuracy in or breach of any representation or warranty made by a Party in this Agreement shall be determined without regard to any materiality, knowledge or similar qualification contained in or applicable to such representation or warranty. The obligations of each Party (“Indemnitor”) under this Agreement to defend, indemnify and hold harmless the Indemnitees of the other Party will be subject to the following: (i) upon becoming aware of any matter subject to indemnification obligations, the Indemnitee will provide the Indemnitor with prompt notice of the Claim giving rise to the obligation; provided, however, that any failure or delay in giving notice will only relieve the Indemnitor of its obligation to defend, indemnify and hold the Indemnitee harmless to the extent the Indemnitor was adversely affected by that failure or delay; (ii) the Indemnitor will have sole control (except that in the case where the Claim is less than the whole of the claims, demands and/or causes of action asserted against the Indemnitee, such right to control extends only to those claims, demands and/or causes of action subject to indemnification by Indemnitor), at it sole expense, of the defense and of all negotiations for settlement of the Claim; provided, however, that the Indemnitor must not settle any Claim unless the settlement completely and forever releases the Indemnitee from all liability with respect to the Claim or unless the Indemnitee consents to the settlement in writing (which consent will not be unreasonably withheld); and (iii) the Indemnitee will reasonably cooperate with the Indemnitor in the defense or settlement of the Claim; provided, however, that the Indemnitee will be reimbursed for all reasonable out-of-pocket expenses incurred in providing any reasonable cooperation requested by the Indemnitor. Subject to clause (ii) above, the Indemnitee may participate in the defense of any claim or suit in which the Indemnitee is involved at its own expense.

8. Term and Termination.
   8.1. Term. This Agreement will commence on the effective date of an Order signed by the Parties and will continue until terminated in accordance with this Agreement.
   
   8.2. Termination. Either Party may terminate this Agreement and/or any Order if the other Party materially breaches this Agreement or an Order and fails to cure that breach within thirty (30) business days after receiving written notice of the breach. In addition, Ranker will have the right to terminate this Agreement and/or any Order immediately without opportunity of Company to cure in the event that Company breaches Section 3.4 or 9.4.
   
   8.3. Effect of Termination. Upon any expiration or termination of this Agreement: (a) Company must cease all access and use of the Ranker Technology and the Ranker Data and purge all copies of the Ranker Data in its possession, and certify that destruction upon request from Ranker; (b) unless Company terminates this Agreement for cause pursuant to Section 8.2, Company must promptly pay to Ranker any outstanding amounts owed to Ranker hereunder; and (c) unless Ranker terminates this Agreement for cause pursuant to Section 8.2, Ranker will provide a pro-rata refund to Company of any fees prepaid for the portion of the License Period not received. In the event that Ranker terminates this Agreement for cause pursuant to Section 8.2, Company will not be entitled to any refund of prepaid fees and must promptly additionally purge all copies of any Derivative Works. The following Sections will survive any expiration or termination of this Agreement: 3.4 (License Restrictions), 5 (Confidentiality), 6.4 (Warranty Disclaimer), 7.1 (Limitation of Liability), 8.3 (Effect of Termination), 9 (General), 10 (Definitions). Termination is not an exclusive remedy, and the exercise by either Party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.

9. General.
   9.1. Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, either Party will have the right to assign this Agreement without consent to an Affiliate or in the context of merger, acquisition, sale of assets or corporate reorganization so long as such Affiliate or successor assumes or is otherwise fully bound by all of the obligations of the assigning party hereunder.. Any attempt to assign this Agreement in violation of this Section 9.1 will be null and void.
   
   9.2. Waiver and Severability. No provision of this Agreement will be waived by any act, omission or knowledge of a Party or its agents or employees except specifically in a writing signed by both Parties. No waiver by either Party of any condition or the breach of any provision of this Agreement in any one or more instances will be deemed a further or continuing waiver of the same or any other condition or provision. If any provision is deemed by a court unenforceable or invalid, that provision will be stricken or modified, and the remainder of this Agreement will be in full force and effect.
   
   9.3. Governing Law; Jurisdiction and Venue; Attorneys’ Fees. This Agreement and all related actions and proceedings will be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions of the State of California, and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to the subject matter of this Agreement will be the California state and United States federal courts located in Los Angeles County, California, and each Party hereby submits to the personal jurisdiction of those courts. The Parties expressly disclaim and waive the application of the Uniform Computer Information Transactions Act to this Agreement and to any claims arising under or related to this Agreement. If any action at law or in equity is necessary to enforce the terms of this Agreement, the prevailing Party will be entitled to reimbursement from the other Party for its expenses and reasonable attorneys’ fees associated with the action, in addition to any other relief to which that prevailing Party may be entitled.
   
   9.4. Compliance with Law. Each Party must comply with all applicable state, federal and foreign laws, rules, regulations, industry best practices and guidelines, including laws that govern the collection, use, handling, disclosure, or retention of data (“Laws”) collected from or about end users or specific devices with respect to which the Ranker Data is used under this Agreement. Applicable Laws includes, without limitation: (a) all applicable data privacy and data security laws, rules, regulations, industry best practices and guidelines, including without limitation GDPR, the Children’s Online Privacy Protection Act, the California Consumer Privacy Act, and industry and governmental guidelines regarding the collection, use and disclosure of data from or about end users and/or specific devices; (b) federal or state laws prohibiting unfair or deceptive trade practices; (c) the self-regulatory programs and the DAA Principles for Online Behavioral Advertising of the Digital Advertising Alliance; and (d) the Code of Conduct for the Network Advertising Initiative (NAI). Company must ensure that Customers for whom Company is enabling collection of campaign data via pixels, ad pixels or other codes on such Customers’ websites have and publish to consumers a privacy policy that is accurate, comprehensive, compliant with Applicable Law and fully implemented, and that notifies consumers that campaign data may be collected for targeting or retargeting and provides information on how consumers can control processing of their data, such as by opting out of targeted or retargeted advertising.
   
   9.5. Notices. Any notice hereunder will be in writing and sent to the address of the receiving Party set forth in the Order. Notices will be deemed given: (a) upon receipt if by personal delivery; (b) upon confirmation of receipt if sent by email; or (c) one (1) day after it is sent if by next day delivery by a major nationally recognized courier service; provided, however, that any notice of breach or termination of this Agreement sent by email must also be sent by one of the other notice methods listed above and a copy of such notice shall also be sent to Company’s content information provided in the Order.
   
   9.6. Entire Agreement; Amendments. This Agreement and the Order(s) are the complete and exclusive statement of the mutual understanding of the Parties and supersede all previous written and oral agreements and communications relating to the subject matter of this Agreement. This Agreement and each Order may only be modified or amended in a writing signed by both Parties.
   
   9.7. Independent Contractors. The Parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the Parties. Neither Party will have the power to bind the other or incur obligations on the other Party’s behalf without the other Party’s prior written consent.
   
   9.8. Counterparts. Each Order may be executed in counterparts including PDF and other electronic copies, each of which will be deemed an original and together will constitute the same instrument.

10. Definitions.

“Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a Party. As used in this definition, “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% or more of the voting equity securities or other equivalent voting interests of the entity. With respect to Company, only entities whose ultimate parent company is Altice USA, Inc. may be an Affiliate.

“Audience Segments” means a group of users that share common interests or attributes as defined by Ranker and their corresponding IP addresses, MAIDs and HEMs used for the purpose of targeted advertising.

“Confidential Information” means all non-public confidential or proprietary technical, business, financial and other information of a Party. The Confidential Information of Ranker will include, without limitation, any non-public portions of the Ranker Data and Ranker Technology. The provisions of this Agreement will be deemed the Confidential Information of both Parties.

“Customer” means an advertiser, either as a direct customer of Company or as a customer of an agency that is a customer of Company.

“Derivative Works” means any derivative works that Company prepares from the Ranker Data; provided, however, that Derivative Works do not include the Ranker Data itself or any portion of the Ranker Data, including without limitation any Ranker Technology used to deliver the Ranker Data.

“Intellectual Property Rights” means any and all patent rights (including patent applications and invention disclosures), design rights, copyrights, rights in database, moral rights, trademarks, service marks, trade secrets, know-how, rights in or relating to confidential information and any other intellectual property right (whether registered or unregistered) recognized in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded including all rights of reversion and rights to any applications and pending registrations and the right to sue for and recover damages for past infringements.

“Order” means a written, mutually executed order form containing the following information: (a) description of the Ranker Data; (b) method of delivery of the Ranker Data; (c) any onboarding, other support services and to be provided by Ranker with respect to the Ranker Data; (d) fees payable for the license to use the Ranker Data, and the invoicing schedule for those fees; (g) Ranker primary contact information; (h) Company’s primary contact information; and (i) Company’s address for notices.

“Ranker Data” means the Ranker data described in each Order, including but not limited to Audience Segments and Insights Reports. Ranker Data will include any deliverables or results that Ranker provides to Company in connection with the fulfillment of the Order.

“Ranker Technology” means any proprietary method of delivery of the Ranker Data specified in the applicable Order and associated technology of Ranker.

“Territory” means the territory for use of Ranker Data specified in the applicable Order.

“Third-Party Content” means any of the following included or displayed with any Ranker Data: (a) third-party images; (b) third-party trademarks; and (c) synopsis metadata.

“Use” means to do any of the following: use, store, view, reproduce, evaluate, display, distribute and prepare Derivative Works (defined below) from the Ranker Data, subject to any restrictions set forth in this Agreement and the applicable Order.