EX-10.39

Exhibit 10.39

SUPPLIER MASTER DATA LICENSE AGREEMENT

INFORMATION PAGE


Supplier Legal Entity Name		Effective Date:

Supplier Address		Telephone Number:

City: State: Zip Code		Fax Number:

Supplier Authorized Representative Name		Email Address: Phone Number:

Supplier Billing/Finance Contact Name:		Email Address: Phone Number:

Mobilewalla, Inc., (“Mobilewalla”), and the above named Supplier (“Supplier”) agree that all Licensed Data (defined below) obtained from Supplier by Mobilewalla shall only be furnished pursuant to the terms and conditions of this Supplier Master Data License Agreement (“Agreement”) attached hereto effective as of the date listed above (the “Effective Date”).

Each party agrees that it has read and understands this Agreement and each party agrees to be bound by all of its terms. The parties further agree that this Agreement, including its Exhibit(s), constitute the complete and exclusive understanding and agreement between them, and shall supersede and prevail over any prior proposals, terms in any purchase orders or other communications between them, oral or written, relating to the subject matter hereof, or any subsequent purchase orders or other standardized business forms. This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including PDF), or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


MOBILEWALLA, INC.						Supplier Name:

By:						By:
Authorized Signature						Authorized Signature

Jay D. Clark
Name (Please Print or Type)						Name (Please Print or Type)

COO
Title						Title

Address:						Address: As shown Above or if different please provide here
2472 Jett Ferry Road
Ste 400-214
Dunwoody, GA 30338

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SUPPLIER MASTER DATA LICENSE AGREEMENT

1. Mobilewalla Responsibilities. Mobilewalla is responsible for working with Supplier to define the requirements for the Statement of Work in the form attached hereto as Exhibit A (“Statement of Work”) detailing the configuration of Licensed Data for the Permitted Uses (defined below). Each Statement of Work shall be effective only upon execution by both parties.

2. Supplier Responsibilities. If Mobilewalla provides Supplier with credentials to Mobilewalla’s S-3 bucket (“S-3 Bucket”), the S-3 Bucket may only be accessed and used by those employees of Supplier who have been designated and authorized by Supplier to be granted such access (“Authorized Users”) Supplier’s employees for the sole purpose of performing their job functions for Supplier, and only up to the number of Authorized Users specified in the applicable Statement of Work. The credentials for each Authorized User are for a single individual only, they must be kept confidential, cannot be shared or used by more than one person. Supplier is responsible for all actions taken under an Authorized User’s credentials, whether or not such action was taken or authorized by the Authorized User.

3. Grant of License. Supplier hereby grants to Mobilewalla, and Mobilewalla hereby accepts, a worldwide, non-exclusive, sub-licensable, fully paid-up right and license to use, reproduce, distribute, publicly perform, publicly display, prepare derivative works of, transmit, and provide access to the data provided by Supplier to Mobilewalla pursuant to the applicable Statement of Work (“Licensed Data”) for the purposes of (i) targeting content and advertisements to users’ web browsers, applications and mobile devices; (ii) modeling, artificial intelligence improvement, analytics and measurement purposes; and (iii) Mobilewalla’s business purposes, including incorporating/combining Licensed Data into Mobilewalla products and services (“Mobilewalla Solutions”) and licensing or otherwise making available Mobilewalla Solutions containing Licensed Data to Mobilewalla’s clients for their business purposes (“Permitted Uses”).

4. License Fees. Mobilewalla shall pay to Supplier the license fee (“License Fee”) set forth in the applicable Statement of Work in accordance with the schedule set forth therein. Such License Fees are exclusive of all sales, excise, use, or other taxes or fees imposed by any governmental authority in connection with the license or use by Mobilewalla of the Licensed Data. Any sales or use tax must be clearly listed on the invoice as a separate line item and must clearly identify the tax jurisdiction and type of tax being charged.

5. Payment. The License Fee payable under the applicable Statement of Work shall be invoiced by Supplier and shall be paid by Mobilewalla no later than sixty (60) days after the date of each such invoice or per the terms stated in the Statement of Work which shall supersede this Section 5 Payment terms in respect to days due after invoice. All invoices and payments will be in United States Dollars. Invoices shall be sent via email to ap@mobilewalla.com along with payment instructions. Mobilewalla agrees to make payments via electronic payment remittance (by wire or ACH). In the event of a dispute, Mobilewalla shall pay the undisputed amount and work in good faith to resolve all disputed amounts within thirty (30) days.

6. Term. This Agreement shall commence as of the Effective Date and shall remain in effect for a period of one (1) year thereafter (“Initial Term”). This Agreement shall automatically renew for like successive one (1) year terms (“Renewal Terms”) upon the expiration of the Initial Term or any Renewal Term unless either party gives notice of its desire not to renew this Agreement a minimum of forty-five (45) days prior to any such scheduled expiration.

7. Termination. This Agreement may be terminated: (i) by either party upon breach by the other party of any term or provision contained herein and failure to cure same within thirty (30) days after receipt of notice from the non-breaching party describing such breach; (ii) by either party immediately upon the insolvency, (voluntary or involuntary) filing for bankruptcy, receivership, or assignment for the benefit of creditors of the other party, (iii) by Supplier upon forty-five (45) days advance notice upon Mobilewalla’s failure to make timely payments hereunder, (iv) or by either Party for convenience with a forty-five (45) days’ notice to the other Party. In such case, Supplier shall provide Mobilewalla with a pro rata refund effective from the date of termination for any prepaid, unused fees. Termination of any applicable Statements of Work shall be dictated by the terms and conditions of each specific SOW unless otherwise stated herein.

Notwithstanding the foregoing, the term of this Agreement shall continue until all Campaigns in which the Licensed Data is used for the Permitted Use have been terminated or have expired. “Campaign” means the placement of advertisements on Mobilewalla’s or third-party distribution networks for an advertiser through: (i) Mobilewalla’s or a Mobilewalla client’s advertising services pursuant to a contract between the advertiser and Mobilewalla or Mobilewalla’s client; and/or (ii) any contractual services between Mobilewalla and Mobilewalla’s clients.

Upon the effective date of termination or expiration of this Agreement: (i) Supplier shall cease to provide the Licensed Data to Mobilewalla; (ii) Mobilewalla shall cease using the Licensed Data; and (iii) Mobilewalla shall pay all unpaid License Fees that accrued prior to such termination or expiration. Sections 4, 5, 7, and 8 through 17 shall survive termination or expiration of this Agreement.

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8. Ownership. Mobilewalla acknowledges and agrees that it obtains no right of ownership in the Licensed Data by virtue of this Agreement and that the Licensed Data comprises: (i) works of original authorship of Supplier, including compiled information containing Supplier’s selection, arrangement and coordination and expression of information or pre-existing material it has created, gathered or assembled; and (ii) information that has been created, developed and maintained by Supplier at substantial expense of time and money such that misappropriation or unauthorized use by others for commercial gain would unfairly and irreparably harm Supplier. Mobilewalla shall not commit or permit any act or omission that would impair Supplier’s rights in the Licensed Data. As between Mobilewalla and Supplier, Mobilewalla owns all right, title, and interest in and to the Mobilewalla Solutions. Supplier acknowledges that it has no right of ownership in or license to the Mobilewalla Solutions by virtue of this Agreement.

9. Restrictions on Use. Except as expressly permitted herein as a Permitted Use, no express or implied license is granted to Mobilewalla to receive, reproduce, copy, market, sell, convey, distribute, license, sublicense, assign, lease, timeshare, modify, amend, publish, rent or otherwise use the Licensed Data. Mobilewalla agrees that it shall not (i) receive, reproduce, copy, market, sell, convey, distribute, license, sublicense, assign, lease, timeshare, modify, amend, publish, rent or otherwise use the Licensed Data for any reason other than a Permitted Use; or (ii) create derivative works, including without limitation, transactions, adaptions, arrangements or any other alteration, of the Licensed Data for any reason other than a Permitted Use.

10. Mutual Warranties; Disclaimers. Each party represents and warrants to the other party that: (i) it has the full power and authority to enter into this Agreement; (ii) the execution of this Agreement and performance of its obligations under this Agreement do not and will not violate any other agreement to which it is a party; (iii) this Agreement constitutes a legal, valid and binding obligation of it when executed and delivered; and (iv) any and all activities it undertakes in connection with this Agreement will be performed in compliance in all material respects with applicable laws, rules and regulations.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, AND EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR PERFORMANCE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MOBILEWALLA OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

11. Limitation of Liability. EXCEPT FOR THE PARTIES’ CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, HOWEVER CAUSED, AND WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING WITHOUT LIMITATION GROSS NEGLIGENCE), OR ANY THEORY OF LIABILITY, SUFFERED BY THE OTHER PARTY, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTIONS OR OTHER ECONOMIC LOSS UNDER OR ARISING OUT OF THE PERFORMANCE OR NON-PERFORMANCE HEREUNDER, AND WHETHER OR NOT THE APPLICABLE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCEPT FOR THE PARTIES’ CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY’S LIABILITY UNDER OR ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS PAID BY MOBILEWALLA TO SUPPLIER IN THE SIX (6) MONTH PERIOD PRECEDING THE INCIDENT GIVING RISE TO LIABILITY. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

12. Indemnification. Each party agrees to indemnify and hold the other party harmless against any and all third party claims, actions or allegations resulting from such party’s breach of any of its representations made under Section 10 (Mutual Warranties; Disclaimers) or from its breach of Section 14 (Confidential Information) of this Agreement. In addition, Supplier agrees to indemnify and hold Mobilewalla harmless from and against any all third party claims, actions or proceedings arising from an allegation that the Licensed Data, in whole or in part, or the use thereof infringes any intellectual property rights or right of privacy of any third party.

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13. Insurance. In connection with Supplier’s performance under this Agreement, Supplier shall (at its own cost and expense) procure and maintain, at all times during the term of this Agreement, the following insurance policies (each of which shall name Mobilewalla, Inc., its owners and partners and all of their respective parent, subsidiary and affiliated entities, whether direct or indirect, and all directors, officers, agents, employees, licensees, successors and assigns of any of the foregoing as an additional insured and shall be issued by an insurance company having an AM Best Rating of A-VII or better): (i) worker’s compensation insurance adequate to comply with all statutory requirements covering all persons employed by Supplier; (ii) commercial general liability insurance for a combined bodily injury, property damage and personal injury limit of at least $2,000,000 per occurrence; (iii) umbrella liability coverage in the amount of $5,000,000 per occurrence; and (iv) professional liability insurance (errors and omissions coverage) and cyber insurance risk liability coverage that cover any and all claims arising out of or relating to errors and omissions related to (a) professional liability (errors and omissions) and (b) improper data disclosure, loss, theft and/or misuse, in each case with a deductible of no more than $10,000 and with minimum limits of at least $3,000,000 for any one claim and $3,000,000 in the aggregate. Any such professional liability insurance policy shall not contain, without Mobilewalla’s prior written consent, any special or non-customary exclusions and shall be cancelable only upon 30 days’ prior written notice to Mobilewalla. In the event of such cancellation, and prior to the effective date thereof, Supplier shall deliver replacement insurance to Mobilewalla issued by an insurance company reasonably acceptable to Mobilewalla. Supplier shall deliver to Mobilewalla valid insurance certificates (in form and substance reasonably satisfactory to Mobilewalla) evidencing the insurance coverage required hereby for the services provided by Supplier hereunder. Furthermore, all insurances maintained by Supplier in accordance with its obligations under the Agreement must contain a waiver of subrogation in favor of Mobilewalla and must be endorsed to be primary and non-contributory to any other insurances that may apply.

14. Confidential Information. “Confidential Information” means: (i) business or technical information of Mobilewalla or Supplier that, if disclosed in writing, is marked “confidential” or “proprietary” at the time of disclosure, or, if disclosed orally, is identified as “confidential” or “proprietary” at the time of disclosure, and is summarized in a writing sent by the disclosing party to the other party within thirty (30) days of such disclosure; and (ii) the specific terms and pricing set forth in this Agreement.

Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (b) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) the receiving party rightfully obtains from a third party without restriction on use or disclosure.

Each party will not use the other party’s Confidential Information except as necessary for the performance of its obligations or exercise of its rights under this Agreement and will not disclose such Confidential Information to any third party except to those of its employees and subcontractors that need to know such Confidential Information for the purpose of performing this Agreement, provided that each such employee and subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. Each party will use all reasonable efforts to maintain the confidentiality of all such Confidential Information in its possession or control, but in no event less than the efforts that such party ordinarily uses with respect to its own proprietary information of similar nature and importance. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party: (w) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; and (x) on a confidential basis to its legal or financial advisors. In addition, each party may disclose the terms and conditions of this Agreement: (y) as required under applicable securities regulations; and (z) on a confidential basis to present or future providers of venture capital and/or potential private investors in or acquirers of such party.

15. Supplier Representations and Warranties. Supplier represents and warrants the following regarding the Licensed Data: : (i) Notice has been provided to Data Subjects and Licensed Data has been lawfully collected, stored, processed and transferred; (ii) will only provide Licensed Data that is linked to a particular browser or device and will not provide Licensed Data that, by itself, could be used to identify a Data Subject in the real world (e.g., name, email address, phone number, etc.); (iii) will not provide any Licensed Data that is considered “sensitive,” a “special category of personal data,” or another similar categorization under Data Protection Laws and/or industry standards; (iv) may lawfully share Licensed Data for the purposes contemplated by the Agreement; (v) will not knowingly pass or make available any Licensed Data where a Data Subject has opted out, or consent has not been given, or there is an opt out flag, or consent withdrawn flag, or other similar indicator connected to such Licensed Data; (vi) has, and will continue to have for the duration of the Agreement all necessary rights, authorizations, lawful bases, consents, authority and/or licenses for the Processing of Licensed Data as contemplated by the Agreement. For clarity, will only provide Licensed Data where Data Subjects have

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provided their consent; (vii) will provide a publicly available website or other digital property featuring an opt-out mechanism for Data Subjects who wish to opt out of having their Licensed Data processed by Supplier ; (viii) will honor all opt-out or other similar requests from Data Subjects it receives and will make available to Mobilewalla the list of Licensed Data (mobile advertising IDs) where specific consents have been withdrawn or opt-outs have been exercised (e.g., consent withdrawals, opt out of sale, third party use of data prohibited or withdrawn, IAB TCF V2.0 & TCF V2.2 tokens, CCPA Strings, etc.), so Mobilewalla can honor them as well; and (ix) will not knowingly provide Licensed Data that are related to minors as defined by applicable privacy laws and regulations.

16. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed to have been duly given, made and received (i) when personally delivered, (ii) one (1) business day following the day when deposited with a commercially respected overnight delivery service such as Federal Express, (iii) three (3) business days following the day when deposited with the United States Postal Service, when addressed to the address set forth on the Information Page to this Agreement; or (iv) by email when sent by one party and acknowledged by the other party.

17. Legal Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of the State of Georgia, United States of America, excluding that body of law known as conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of Georgia and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.

18. Miscellaneous. Any failure by a party at any time or from time to time to enforce and/or require strict compliance with any term or condition of this Agreement will not constitute a waiver of such term or condition. No waiver will be enforceable unless embodied in a writing signed by the party charged with such waiver. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent. This Agreement may not be modified except by a written instrument which is signed by both parties. In the event of the invalidity, in whole or in part, of any term of this Agreement, the parties agree that such invalidity shall not affect the validity of any other term of this Agreement and that such term shall be subject to partial enforcement to the extent permitted under applicable law. Supplier will have no right to assign this Agreement, in whole or in part, by operation of law or otherwise, without Mobilewalla’s express prior written consent. Any attempt by Supplier to assign this Agreement, without such consent, will be null and of no effect. Mobilewalla may freely assign this Agreement. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties, their successors and assigns. In the event of a conflict between the Agreement and any Statement of Work, the Statement of Work shall control.

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EXHIBIT A

Statement of Work #: 001

This Statement of Work (“SOW”) is effective as of [insert effective date] and is governed by and incorporated into the terms and conditions of the Supplier Master Data License Agreement , dated as of [insert date](the “Agreement”) entered into between Supplier and Mobilewalla. Capitalized terms not defined in this SOW will have the meaning given to them in the Agreement.

License Fee Payment Terms. Supplier shall invoice Mobilewalla at the end of a calendar month and Mobilewalla will pay within 60 days of invoice.

Price and Term Summary:

Start Date:

[insert date mm/dd/year]

End Date:

[insert date mm/dd/year]

#Months:

[insert number of months]

Data License Fees [insert monthly fee] per month

1. Licensed Data Configuration:

Data Description

GEO(s)

Frequency (Daily)

Pricing Details

Terms

Supplier shall provide all data that is available for all countries. This is a comprehensive global agreement that includes all countries and all data elements

The following minimum data elements will be provided. In addition, Supplier shall provide device_hwv and carrier as seen in the bid by February 1st, 2020.

udid_ifa

sub_name

channel_id:

sub_storeurl

sub_bundle_id

device_type

device_os:

device_os_version

ip_address

geo_lat

geo_lon

country_code

state_code

city_code

carrier_id_raw

connection_type

During the Term of the Agreement data from the following 248 countries shall be provided and shall include additional countries as they become available during the Term of the Agreement. Mobilewalla will provide the priority for onboarding in coordination with Supplier:

USA, IND, IDN, BRA,

MEX, RUS, TUR, CAN, DEU, ARG,

JPN, PHL, VNM, COL, THA, EGY,

SAU, IRQ, PER, MAR, UKR, MYS,

KOR, AUS, ESP, FRA, GBR, CHL,

ITA, CHN, PAK, ECU, ZAF, SGP,

DZA, BOL, TWN, ARE, BGD, KAZ, POL, IRN, GTM, NLD, NGA, DOM, SYR, KHM, ISR, NPL, MMR, LBN, CRI, TUN, VEN, HKG, SLV, KWT, JOR, PRY, HND, CIV, BLR, ROU, YEM, LKA, BEL, PAN, CZE, AZE, NIC, AUT, OMN, PSE, PRI, SDN, PRT, GRC, HUN, QAT, KEN, SRB, NZL, CHE, ALB, URY, UZB, GHA, LBY, SWE, GEO, LAO, DNK, TZA, SVK, KGZ, MNG, BHR, MDA, JAM, SEN, HRV, IRL, NOR, AFG, BGR, BIH, HTI, ARM, MOZ, MLI, ETH, UGA, TTO, FIN, TJK, SVN, MKD, CMR, BEN, MUS, ZMB, LTU, AGO, SOM, LVA, CUB, COD, BRN, TGO, GAB, MDV, REU, MNE, NER, CYP, RWA, ZWE, BFA, MTQ, MRT, MDG, NAM, GUY, SUR, BRB

GLP, LUX, MAC, BHS, EST, BLZ,

CPV, FJI, GIN, CUW, BDI, GUF,

GUM, COG, NCL, MWI, BTN,

BWA, LCA, GMB, SWZ, PYF, SLE,

Daily Refresh

[insert monthly fee]

Net 60

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gdpr

gdpr_consent

d_age

d_gender

user_agent

datetime

geo_latlon_derived

CCPA String

LBR, UNK, ATG, MLT, TKM, ABW, VIR, TCD, ISL, DJI, PNG, CYM, MYT, LSO, TLS, GRD, AND, BMU, SYC, VCT, VGB, GNQ, JEY, SXM, DMA, KNA, GNB, IMN, MNP, SSD, TCA, GRL, MAF, MCO, GIB, ASM, GGY, WSM, FRO, TON, CAF, STP, FSM, BES, PLW, SLB, MHL, SMR, VUT, COM, AIA, COK, MSR, LIE, ALA, BLM, KIR, NRU, ESH, WLF, SPM, FLK, ERI, VAT, IOT, CXR, NFK, UMI, CCK, NIU,

PRK, SHN, TKL, SJM, TUV, ATA, PCN

2. Service Level Agreements (SLAs): Minimum MAU – Monthly Average Uniques

Supplier will make best efforts to deliver minimum MAUs that are within 90% of the following MAUs and Signals. If minimum MAUs and Signals do not meet the monthly September 2019 benchmark provided by Supplier.


Minimum monthly MAUs:		[insert minimum MAUs]
Minimum monthly Signals:		[insert minimum Signals]

# MAUS License Fee Discount Schedule:

•

100% to 90% of MAUs delivered - No Discount

•

89% to 70% of MAUs delivered - Prorated to the amount delivered

•

69% to 50% of MAUs delivered - Prorated to the amount delivered and an additional 10%

•

49% to 30% MAUs delivered - Prorated to the amount delivered and an additional 25%

•

Less than 30% of 75m MAUs delivered 100% discount – No License Fee due

Note: these discounts are not “cumulative” meaning that the discount is applied to only one of the conditions above and not a combination of discounts.

3. Licensed Data Format and Delivery Options:

•

Data Format (Please Select):

☐

Zipped CSV

☒

Parquet

☐

Jsonline

☐

Avro

•

Data Delivery Options (Please Select):

☒

Access to data feed via S3 (Mobilewalla buckets). Write credentials shared by Mobilewalla for XX Authorized Users

☐

Data feed transfer to S3 (Supplier buckets). Read credentials to be shared with Mobilewalla

☐

Data feed transfer via SFTP. Copy credentials to be shared with Mobilewalla

☐

Custom: Please Explain __________________________________________________________

Data sharing

As a best practice, we prefer to use temporary security credentials (IAM roles) instead of access keys. Access keys are long-term credentials for an IAM user, which never expires and poses security risks. Here are our prescribed ways to handle data transfers :-

1. Use temporary security credentials, also known as IAM roles. The IAM role can be on either, Mobilewalla’s end or customers’ end depending on who hosts the S3 bucket. We support both

2. Use long term credentials (access keys) with IP whitelisting. This is not as secure as [1], but has a narrower scope of access due to whitelisted IP(s)

3. Use long term credentials (access keys) without IP whitelisting. This is the least secure option and comes with security risks

Please note, if you choose option [3], Mobilewalla may choose to rotate the access keys periodically, which needs to be incorporated by the customer as well. Also, it will be customers’ responsibility to ensure the safe storage of access keys and avoid any unauthorized access. Mobilewalla will not be held responsible for any access breach that may happen due to access keys.

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4. Supplemental Terms and Conditions (if any): Either Party may terminate for convenience this statement of work with a 45 day written notice.

This Statement of Work may be executed in one or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including PDF), or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

IN WITNESS WHEREOF, the parties have executed this Statement of Work as of the date set forth above.


Accepted by:						Accepted by:

MOBILEWALLA, Inc.						Supplier Name: _____________________________

By:						By:
Authorized Signature						Authorized Signature

Jay D. Clark
Name (Please Print or Type)						Name (Please Print or Type)

COO
Title:						Title:

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EXHIBIT B – DATA PROTECTION ADDENDUM

This Data Protection Addendum (“DPA”) forms part of the Master Data License Agreement (the “Agreement”) between Mobilewalla and Supplier. All capitalized terms that are not expressly defined in this DPA will have the meanings given to them in the Agreement.

1.	Definitions.

For purposes of this DPA, the following terms and those defined within the body of this DPA apply.

“Business” has the meaning set forth in Section 1798.140(c) of the CCPA.

“Controller” means: (i) the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Mobilewalla Personal Data and/or Licensed Data; and (ii) if either party also acts as a Business under the Agreement, a Business.

“Data Protection Laws” means all applicable data privacy and data protection laws, rules, regulations, and directives to which the Mobilewalla Personal Data and/or Licensed Data are subject. To the extent applicable, Data Protection Laws shall include, but not be limited to, the California Consumer Privacy Act of 2018 (“CCPA”), the EU General Data Protection Regulation 2016/679 (“GDPR”), and the European Union Directive 2002/58/EC and all amendments and updates to them or as replaced or superseded from time to time.

“Data Subject” means the identified or identifiable natural person to whom Mobilewalla Personal Data or Licensed Data relates.

“Licensed Data” has the meaning set forth in the Agreement.

“Mobilewalla Personal Data” means Personal Data made available by or on behalf of Mobilewalla to Supplier. The Mobilewalla Personal Data and the specific uses of the Mobilewalla Personal Data are detailed in Exhibit B-1 attached hereto.

“Personal Data” means any information relating to an identified or identifiable natural person.

“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Mobilewalla Personal Data.

“Process” means any operation or set of operations which is performed on data or on sets of data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“Processor” means: (i) the natural or legal person, public authority, agency or other body which Processes Mobilewalla Personal Data on behalf of Mobilewalla; and (ii) if Mobilewalla also acts a Business under the Agreement, a Service Provider.

“Service Provider” has the meaning set forth in Section 1798.140(v) of the CCPA.

“Standard Contractual Clauses” means the Annex to the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council.

“Subprocessor” means Supplier’s authorized vendors, service providers, and third parties that Process Mobilewalla Personal Data pursuant to the Agreement.

2.	Licensed Data. Subject to the terms of the Agreement, Mobilewalla and Supplier are independent Controllers of Licensed Data. Under no circumstances will Mobilewalla and Supplier be regarded as joint Controllers within the meaning set forth in GDPR Article 26.

Supplier Obligations. Supplier represents and warrants that: (i) Supplier has provided notice to Data Subjects and collected all Licensed Data in accordance with Data Protection laws; (ii) Supplier will only provide Licensed Data that is linked to a particular browser or device and that Supplier will not provide Licensed Data that, by itself, could be used to identify a Data Subject in the real world (e.g., name, email address, phone number, etc.); (iii) Supplier will not provide Mobilewalla with any Licensed Data that is considered “sensitive,” a “special category of personal data,” or another similar categorization under Data Protection Laws and/or industry standards; (iv) Supplier may lawfully share Licensed Data for the purposes contemplated by the Agreement; (v) Supplier will not pass or make available any Licensed Data where a user has opted out, or consent has not been given, or there is an opt out flag, or consent withdrawn flag, or other

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similar indicator connected to such Licensed Data; (vi) Supplier has, and will continue to have for the duration of the Agreement all necessary rights, authorizations, lawful bases, consents, authority and/or licenses for the Processing of Licensed Data as contemplated by the Agreement. For clarity, Supplier will only provide Licensed Data where Data Subjects have provided their consent; (vii) Supplier will provide a publicly available website or other digital property featuring an opt-out mechanism for Data Subjects who wish to opt out of having their Licensed Data Processed by Supplier; (viii) Supplier will honor all opt-out or other similar requests from Data Subjects it receives and will make available to Mobilewalla the list of Licensed Data (mobile advertising IDs) where specific consents have been withdrawn or opt-outs have been exercised on at least a weekly basis or more frequently if possible (e.g., consent withdrawals, opt out of sale, third party use of data prohibited or withdrawn, IAB TCF V1.0 and V2.0 tokens, etc.);and (ix) Mobilewalla or its clients Processing of the Licensed Data as contemplated by the Agreement will not violate any applicable laws.

Mobilewalla Obligations. Where Mobilewalla Processes Licensed Data, Mobilewalla will: (i) Process Licensed Data in accordance with the Agreement; and (ii) be solely responsible for its compliance with Data Protection Laws including, but not limited to, transparency obligations and responding to any requests Mobilewalla receives from Data Subjects exercising their rights in Licensed Data under such laws.

International Transfers of Licensed Data. If Licensed Data originating in the European Economic Area, Switzerland, and/or the United Kingdom is transferred by Supplier to Mobilewalla in a country that has not been found to provide an adequate level of protection under Data Protection Laws, the parties agree that the transfer shall be governed by the European Commission Decision C(2004)5271 Model Contract Clauses (Controller to Controller) (“Controller Standard Contractual Clauses”), the terms of which are herein incorporated by reference. Supplier shall be the “data exporter” and Mobilewalla shall be the “data importer.” The parties agree that: (i) Mobilewalla will process Licensed Data in accordance with the data processing principles set forth in Annex A of the Controller Standard Contractual Clauses, and hereby exercises the option under Clause II(h) of the Controller Standard Contractual Clauses to this effect; (ii) the audit described in Clause II(g) of the Controller Standard Contractual Clauses shall be carried out by Mobilewalla completing a data protection questionnaire of reasonable length; and (iii) the optional clauses are expressly not included. The description of the transfer required in Annex B to the Controller Standard Contractual Clauses is set forth in Exhibit B-1. Each party’s signature to the Agreement shall be considered a signature to the Controller Standard Contractual Clauses to the extent that the Controller Standard Contractual Clauses apply hereunder. If required by the laws or regulatory procedures of any jurisdiction, the parties shall execute or re-execute the Controller Standard Contractual Clauses as separate documents.

Mobilewalla Personal Data. Mobilewalla is the Controller of Mobilewalla Personal Data, and Supplier is a Processor of Mobilewalla Personal Data. Where and when applicable, Supplier represents and warrants that it will Process Mobilewalla Personal Data in accordance with Data Protection Laws. Where Supplier Processes Mobilewalla Personal Data, Supplier will:

Process Mobilewalla Personal Data in accordance the Agreement, this DPA, and any other written instructions agreed upon by the parties. If Supplier reasonably believes there is a conflict between Mobilewalla’s instructions and applicable laws, Supplier agrees, unless legally prohibited from doing so, to promptly inform the Mobilewalla;

Ensure that any person authorized to Process Mobilewalla Personal Data has committed themselves to confidentiality or is under an appropriate statutory obligation of confidentiality;

Allow Subprocessors to Process Mobilewalla Personal Data provided that:

Supplier makes available to Mobilewalla a list of its Subprocessors upon request;

ii.

Supplier provides Mobilewalla notice of any new Subprocessor and allows Mobilewalla thirty (30) calendar days to object. If Mobilewalla has legitimate objections to the appointment of any new Subprocessor, the parties will work together in good faith to resolve the grounds for the objection. If the parties cannot resolve Mobilewalla’s objection within a reasonable period of time, Mobilewalla may terminate the Agreement upon written notice without penalty. Supplier shall refund any pre-paid fees, unused fees to Mobilewalla;

iii.

Supplier enters into a written contract with each Subprocessor containing data protection obligations at least as restrictive as this DPA; and

iv.

Supplier remains liable to Mobilewalla for its Subprocessors’ failure to perform their obligations with respect to the Processing of Mobilewalla Personal Data;

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Provide reasonable assistance to Mobilewalla in fulfilling Mobilewalla’s compliance obligations under Data Protection Laws including, but not limited to, Articles 15 – 22 and 35 – 36 of the GDPR, insofar as this is possible. If a Data Subject request or inquiry is sent directly to Supplier, Supplier shall promptly notify Mobilewalla within five (5) days of receiving such request or inquiry and will not respond to the Data Subject unless Mobilewalla has authorized Supplier to do so;

To the extent legally permitted, immediately notify Mobilewalla in writing upon receipt of an order, demand, or document purporting to request, demand or compel the production of Mobilewalla Personal Data to any third party, including, but not limited to the United States government for surveillance and/or other purposes. Supplier shall not disclose Mobilewalla Personal Data to the third party without providing Mobilewalla at least forty-eight (48) hours’ notice, so that Mobilewalla may, at its own expense, exercise such rights as it may have under applicable laws to prevent or limit such disclosure. Notwithstanding the foregoing, Supplier will exercise commercially reasonable efforts to prevent and limit any such disclosure and to otherwise preserve the confidentiality of Mobilewalla Personal Data. Additionally, Supplier will cooperate with Mobilewalla with respect to any action taken pursuant to such order, demand, or other document request, including to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to Mobilewalla Personal Data;

Implement and maintain reasonable administrative, technical, and physical safeguards to protect Mobilewalla Personal Data;

Notify Mobilewalla in writing, without undue delay and in any event, within forty-eight (48) hours, upon becoming aware of a Personal Data Breach;

Make available to Mobilewalla all information necessary to demonstrate compliance with the obligations set forth in this DPA and allow for and contribute to audits conducted by Mobilewalla or another auditor mandated by Mobilewalla; and

Delete all Mobilewalla Personal Data following expiration or termination of the Agreement except to the extent Supplier is required to retain some or all of the Mobilewalla Personal Data under applicable laws, in which case Supplier will isolate and protect that Mobilewalla Personal Data from any further Processing except to the extent required by applicable laws.

International Transfers of Mobilewalla Personal Data. If Supplier or its Subprocessors Process Mobilewalla Personal Data originating in the European Economic Area, Switzerland, and/or the United Kingdom in a country that has not been found to provide an adequate level of protection under Data Protection Laws, the parties agree that the European Commission Decision C(2010)593 Standard Contractual Clauses for Controllers to Processors (“Processor Standard Contractual Clauses”) shall apply, the terms of which are herein incorporated by reference. Mobilewalla shall be the “data exporter” and Supplier shall be the “data importer.” The parties agree that the optional clauses are expressly not included. The information required in Appendix 1 to the Processor Standard Contractual Clauses is set forth in Exhibit B-1. The information required in Appendix 2 to the Processor Standard Contractual Clauses is set forth in Section 3(f) of this DPA. Each party’s signature to the Agreement shall be considered a signature to the Processor Standard Contractual Clauses to the extent that the Processor Standard Contractual Clauses apply hereunder. If required by the laws or regulatory procedures of any jurisdiction, the parties shall execute or re-execute the Processor Standard Contractual Clauses as separate documents.

Data Protection Questionnaire. Prior to the effective date and not more than twice per year thereafter upon Mobilewalla’s request, Supplier will complete a written data protection questionnaire provided by Mobilewalla or a third party on Mobilewalla’s behalf regarding Supplier’s data protection and business practices in relation to Supplier’s Processing or proposed Processing of Mobilewalla Personal Data and/or Licensed Data. Supplier will reasonably cooperate with such inquiries, including by providing evidence of its compliance with the Agreement and answering follow-up questions as Mobilewalla may have in relation to Supplier’s responses. In addition, Supplier will allow for and contribute to related audits conducted by Mobilewalla or another auditor mandated by Mobilewalla.

Disputes, Claims, or Investigations. In the event of a dispute, claim, or investigation brought by a Data Subject or any regulatory authority against either or both parties concerning the Processing of Mobilewalla Personal Data or Licensed Data under the Agreement, the parties will inform each other about any such disputes, claims, or investigations and will cooperate with and provide support to each other with a view to resolving them within a reasonable time.

Changes in Data Protection Laws. If an amendment to this DPA is required or otherwise advisable in order to comply with Data Protection Laws, Mobilewalla may provide an amendment to this DPA with the required changes to Supplier. Both parties will work together in good faith to promptly execute a mutually agreeable amendment to this DPA reflecting the requirements.

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Indemnity. Without limiting any indemnification obligations set forth in the Agreement, Supplier shall indemnify, defend, and hold harmless Mobilewalla and its officers, directors, employees and agents from and against any claims, disputes, demands, liabilities, damages, losses, fines, and costs and expenses, including, without limitation, reasonable attorneys’ fees arising out of or relating to: (i) a Personal Data Breach; (ii) Supplier’s negligence or willful misconduct related to Mobilewalla Personal Data and/or Licensed Data; and/or (iii) Supplier’s breach of this DPA, provided that (a) Mobilewalla promptly notifies Supplier of such claim; (b) Mobilewalla provides reasonable cooperation and assistance to Supplier in defense of such claim, at Supplier’s expense; and (c) Supplier shall not settle any claim without Mobilewalla’s written approval, which may not be unreasonably withheld.

9.	Conflict. If and to the extent language in this DPA or any of its Exhibits conflicts with the Agreement, this DPA shall control with respect to any disputes arising a from party’s obligations under this DPA or Data Protection Laws.

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EXHIBIT B-1

LICENSED DATA – DESCRIPTION OF THE TRANSFER

The following table sets forth the Description of the Transfer for Licensed Data as required by Annex B to the Controller Standard Contractual Clauses:


1.1 Data Subjects		Data subjects whose Licensed Data is provided to Mobilewalla.

1.2 Purposes of the Transfer		The Permitted Uses set forth in the Agreement.

1.3 Categories of Data		Licensed Data that is provided to Mobilewalla under the Agreement including, but not limited to, online advertising identifiers (notably mobile device IDs).

1.4 Recipients		Third parties involved with the operation of Mobilewalla’s business including, but not limited to, Mobilewalla’s clients.

1.5 Sensitive Data (if appropriate)		N/A.

1.6 Data Protection Registration Information of Data Exporter		[Supplier to insert]

1.7 Contact Points for Data Protection Enquires		Data importer: As set forth in the Information Page to the Agreement. Data exporter: As set forth in the Information Page to the Agreement.

MOBILEWALLA PERSONAL DATA – PROCESSING DETAILS

The following table sets forth the processing details for Mobilewalla Personal Data as required by Article 28(3) of the GDPR and Appendix 1 to the Processor Standard Contractual Clauses:


1.1 Subject Matter of Processing		The Processing will involve Processing for the performance of the Agreement.

1.2 Duration of Processing		The Processing will continue until the expiration or termination of the Agreement.

1.3 Categories of Data Subjects		Data Subjects whose Mobilewalla Personal Data is Processed pursuant to the Agreement including, but not limited to, prospects, customers, users or visitors of Mobilewalla or Mobilewalla clients (who are natural persons).

1.4 Nature and Purpose of Processing/Processing Operations		The purpose of Processing of Mobilewalla Personal Data is the performance the Agreement.

1.5 Types of Mobilewalla Personal Data		Mobilewalla Personal Data that is Processed pursuant to the Agreement including, but not limited to, online advertising identifiers (notably mobile device IDs) and location data

1.6 Special Categories of Data (if appropriate)		N/A.

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