Data Supply Agreement

1. License. You hereby grant us a license to publish the data you submit to us (your “Data”) and to syndicate the Data to others. We may not modify individual values, but we can select which values and listings to publish and syndicate. We do not promise that we will publish or syndicate your Data.

2. Data Standards. You shall not provide us with Data that you do not have the right to provide or that we do not have the right to publish or syndicate. Without limiting the foregoing, you shall not provide any Data that infringes or misappropriates any third party rights, advertises illegal goods or services, or is defamatory, inaccurate or otherwise tortious or criminal. If you discover that Data you have supplied us violates the foregoing, you must (a) immediately upload a new Data set with corrected data, and (b) notify us at .

3. Indemnity. You shall defend and indemnify us for any claim relating to the Data.

4. Governing Law/Arbitration. This Agreement is governed by California law as it applies to agreements entered into and to be performed entirely within California between California residents. Any claim or dispute you may have against Vast.com must be resolved by a court located in San Francisco, California, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You submit to the personal jurisdiction of the courts located in San Francisco, California for litigating such claims or disputes.

Arbitration Option: For any claim (excluding claims for injunctive or other equitable relief) where the total relief sought is less than $10,000, the party seeking relief may choose binding non-appearance-based arbitration through an established alternative dispute resolution provider mutually agreed upon by the parties. The arbitration must be conducted via only a combination of phone, the Internet and written submissions (the party initiating arbitration may select the specific manner); the arbitration shall not involve personal appearance by the parties or witnesses unless otherwise mutually agreed; and the arbitrator’s judgment may be entered in any court of competent jurisdiction.

5. Integration. This Agreement constitutes the entire agreement, and supersedes any other agreements or understandings (oral or written), between you and us with respect to its subject matter. We can amend this Agreement by emailing you about the amended terms, which take effect when we send you the email. Otherwise, this Agreement may be amended only by a writing physically signed by both us and you. Our suppliers and syndication licensees are third-party beneficiaries of this Agreement, but no one else is.

6. General. This agreement does not create any agency, partnership, joint venture, employment or franchise relationship. Any unenforceable portion of this agreement shall be enforced to the maximum extent possible and the remaining portions shall be given full effect. Our failure to act in a particular circumstance does not waive our right to act with respect to that or other circumstances. We shall be excused for any problem due to a circumstance beyond our control.