I. General Terms

These Standard Order Terms and Conditions (the “Terms”) govern the relationship between Juice Media, Inc. (“Juice Media”) and its clients in connection with the strategy, planning, purchase, and management of media and advertising services. These Terms apply to each order, insertion order, campaign agreement and/or authorization to buy document (“Order”) executed between the parties and, together with the applicable Order, constitute the entire agreement between them with respect to its subject matter (the “Agreement”).

Definitions. “Advertiser” means the entity purchasing advertising services from Juice Media. “Agency” means any agency executing an Order on behalf of an Advertiser. “Client” means Advertiser and any applicable Agency, jointly and severally. “Ad” means any advertising content provided by or on behalf of Client. “Media Partners” means the networks, publishers, platforms, vendors, and other media providers with whom Juice Media contracts in connection with delivering Services. Advertiser, Agency, Client, and JuiceMedia are each a “Party” and collectively the “Parties.”

Payment against the Order, signing of the Order, and/or acceptance of Services there under constitutes acceptance of these Terms and creates a legally binding agreement that continues in force until terminated in accordance here with. Each Order is a stand-alone contract and does not replace, supersede, or modify any prior or other Order unless the intent to do so is expressly stated in the Order.

1. Client Representation and Authorization

If this Agreement is executed by Agency, Agency represents and warrants it is authorized to do so and that Advertiser has agreed to be boundby these Terms. Advertiser and Agency are jointly and severally liable for all obligations owed to Juice Media and its Media Partners, and each waives noticeof any default by the other. Agency’s failure to receive adequate funds from Advertiser does not relieve Agency’s payment obligations to Juice Media.Advertiser’s payment to Agency does not satisfy Advertiser’s independent payment obligations to Juice Media here under. If Juice Media reasonably determines Advertiser’s credit is, or is likely to become, impaired, JuiceMedia may require Agency to execute a Letter of Liability expressly assuming financial and other responsibility for all Services provided in connection with Advertiser’s campaigns.

2. Billing and Payment

Payments due under any Order are due and payable in advance prior to campaign launch, unless expressly stated otherwise in the Order. Client shall be subject to a credit check prior to execution of any Order and from time to time during the term thereof. Juice Media reserves the right to determine the amount of credit extended to Client at any time. If Juice Media has approved Client for credit, Client shall pay each invoice within thirty (30) days of receipt, without deduction, set-off, or counter claim. Failure to receive an invoice does not relieve Client of the obligation to timely pay outstanding amounts.

Rates do not include any sales and/or use tax, which are the sole responsibility of Client and shall be billed as an incremental charge if imposed. Rates are not subject to reduction for early payment, commissions, or similar charges to any agent unless expressly provided in the applicable Order.

All past-due balances are subject to interest at two percent (2%) per month (or the maximum allowed by law, whichever is lower). Following not less than ten (10) days’ notice to Client, Juice Media may pause and/or cancel the balance of Services hereunder and under any other agreement with Client. Upon such cancellation, Juice Media shall be released from any further performance obligations with respect to the cancelled Services, and Client shall remain responsible for: (i) all amounts that have accrued through the cancellation date, whether or not yet invoiced; (ii) any non-cancellable commitments. Client will be responsible for all reasonable expenses, including reasonable attorneys’ fees, incurred by Juice Media in collecting any overdue payment.

3. Agency Compensation

(a) Compensation Structure. Juice Media’s compensation for Services may include management fees, retainers, commissions, or other amounts as set forth in the applicable Order or any separate fee agreement. Juice Media will represent media costs to Client in the applicable media plan or Order. The rates reflected there in constitute Client’s billing obligations hereunder.

(b) Media Provider Incentives. In the course of its business, Juice Media may receive from Media Partners volume-based incentives, rebates, bonuses, added value media, credits, or other forms of compensation (collectively, “Provider Incentives”) as a function of Juice Media’s aggregate spend across its client base. Provider Incentives are earned by Juice Media based on its overall commercial relationships with Media Partners and are not attributable to any individual client’s investment. Client acknowledges and agrees that Juice Media retains all Provider Incentives as part of its compensation; Juice Media has no obligation to pass through, credit, or account for Provider Incentives to Client. Notwithstanding the foregoing, Juice Media will not misrepresent the cost of media to Client: Client is billed at therates reflected in the applicable media plan or Order, and Provider Incentives are separate from and independent of those rates. By executing an Order orotherwise accepting Services hereunder, Client acknowledges this compensation practice and consents to Juice Media’s retention of Provider Incentives as described in this Section.

4. Cancellation and Pausing of Campaigns

Any minimum media spend, media purchase commitment, or non-cancellable media buy identified in an Order shall be payable notwithstanding any cancellation or pausing of the campaign, except as otherwise specified in the Order. Juice Media will process cancellation or pause requests as promptly as reasonably feasible, subject to notice requirements imposed by applicable Media Partners. In the event of any conflict between cancellation or pausing terms set forth in an Order and those herein, the Order controls. Juice Media may terminate this Agreement or reject, cancel, or suspend any Ad at any time for any reason. Upon such termination or cancellation, all outstanding amounts not yet paid shall become immediately due and payable.

5. Ads and Ad Materials

As between Juice Media and Client, Client is solely responsible for all Ads and advertiser materials supplied or approved by it (“Advertiser Materials”). All Ads and Advertiser Materials are subject to acceptance by Juice Media in its sole discretion.

Client hereby grants to Juice Media and its Media Partners a worldwide, non-exclusive, limited, sublicensable right to distribute, reproduce, reformat, transcode, display, and otherwise technologically manipulate any Ad as reasonably necessary to deliver the Services and comply with applicable laws, and to use Advertiser Materials as reasonably necessary to perform the requested Services.

Client represents, warrants, and covenants that: (a) it has all necessary rights to exhibit the Ads and provide them  to Juice Media for the purpose of delivering advertising services; (b) all Ads comply with the content policies, technical specifications, and guidelines of the applicable networks, publishers, and platforms on which they are to be distributed, as communicated by Juice Media from time to time; (c) the Ads and Advertiser Materials comply with all applicable laws and do not violate the rights of any third party, including any intellectual property, privacy, or proprietary right, and are free from deception, including the use of artificial intelligence in a manner that could mislead or deceive the target audience; (d) any AI-generated content is clearly and prominently disclosed; (e) any Ads making claims include verifiable substantiation, available upon Juice Media’s request; (f) all data submitted to Juice Media has been collected and maintained in accordance with applicable laws and privacy policies that clearly disclose what data is collected, that it may be shared with third parties for advertising purposes, and how users may exercise opt-out choices; (g) no data shared with Juice Media includes sensitive personal data that could cause substantial harm if disclosed without authorization, including data regarding health conditions, sexual orientation, religion, or persons under the age of eighteen (18); and (h) Client shall not provide Juice Media with any Protected Health Information as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and if Client operates in a regulated health context, Client is solely responsible for ensuring that no such information is transmitted to Juice Media in connection with any Services.

6. Data Rights

If Client receives data from Juice Media and/or its Media Partners in connection with an Ad campaign, including campaign performance, measurement, or conversion data (“Campaign Data”), Client may use such Campaign Data and any reports containing it (“Reports”) solely for its own internal purposes in compliance with this Agreement and applicable laws. Campaign Data and Reports shall be provided solely on an aggregated and anonymized basis such that no individual, household, or device is identified or identifiable.

Client shall not, without Juice Media’s prior written consent, combine Campaign Data with any other data or disclose Campaign Data or Reports to any third party. Client shall not attempt to re-identify any person, household, or device from any anonymized data, or attempt to derive any proprietary information about Juice Media, its vendors, or their platforms from any information received hereunder. As between the Parties, all Campaign Data and Reports are Juice Media’s confidential information, and Juice Media retains all ownership and intellectual property rights therein. Juice Media may use aggregated and anonymized Campaign Data for any business purpose, including performance benchmarking, product improvement, and business intelligence.

7. Campaign Data Collection

If requested by Client in writing (email sufficient), JuiceMedia may place tracking tags and/or pixels (“Tags”) on Advertiser’s Ads and/or applicable internet domains (“Domains”) to collect Campaign Data. Client represents and warrants that each Domain has a privacy policy clearly disclosing that third parties may use Tags to collect data. Client agrees to indemnify, hold harmless, and defend Juice Media and its affiliates from any third-party claims arising out of any breach of these representations.

8. Data Processing

Juice Media may accept Client’s proprietary data sets for evaluation and/or data processing services, including data matching, audience modeling, and campaign analytics, as mutually agreed in writing (“PermittedUse”). Client shall provide such data in a mutually agreed format via a secure method of delivery. Juice Media may use third-party vendors to perform such services but remains responsible for their actions. In no event will JuiceMedia deliver to Client any campaign exhaust, log-level data, or targeting audience created as a result of any evaluation or data processing services hereunder.

To the extent that a Permitted Use constitutes Processing under the California Consumer Privacy Act of 2018, as amended (“CCPA”), JuiceMedia is designated a Service Provider and agrees to: (a) not sell, share, retain, use, or otherwise disclose consumer personal information for any purpose other than the business purpose specified in the applicable Order or these Terms; (b) comply with the CCPA in connection with such Processing; and (c) cooperate in fulfilling any access, opt-out, deletion or other requests from Consumers to exercise their rights under the CCPA; (d) notify Client promptly if Juice Media determines that it can no longer meet its obligations under the CCPA; (e) permit Client, upon reasonable advance written notice and not more than once in any twelve (12) month period, to take reasonable and appropriate steps to verify Juice Media's compliance with this Section; (f) upon written notice of unauthorized use, take reasonable steps to stop and remediate such use; and (g) impose obligations no less protective than those in this Section on any subcontractor that processes consumer personal information.

9. Platform Terms of Use

Juice Media may grant Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use proprietary platforms owned by Juice Media, including the Juice Media Platform (JMP) (each, a “Platform”), in connection with this Agreement. Juice Media and its licensors retain all rights in the Platforms and all related intellectual property, subject only to the limited license set forth herein.

Client shall not: (a) access a Platform by any means other than through Juice Media’s interface; (b) reverse engineer or attempt to obtain source code to any Platform; (c) provide third-party access to any Platform or use a Platform for the benefit of any third party; (d) use any device or software that damages or disrupts a Platform; (e) extract Campaign Data except as expressly permitted; or (f) use any Platform in a manner inconsistent with applicable law. Platforms are provided “AS IS” without warranties of any kind. Juice Media reserves the right to modify or discontinue any Platform at anytime.

10. Confidentiality

Each Party agrees that non-public information disclosed by the other Party in connection with this Agreement shall be held in confidence and used solely for purposes of performance here under. Neither Party shall disclose the other Party’s confidential information to any third party except to the extent legally required or to affiliates, representatives, and agents with a need to know who are bound by equivalent confidentiality obligations.

11. Indemnification; Limitation of Liability; Warranty Disclaimers

(a) Client Indemnification. Client shall, to the fullest extent permitted by law, indemnify, defend (through counsel reasonably acceptable to Juice Media), and hold harmless Juice Media, its Media Partners, their respective affiliates, and each of their directors, officers, employees, and agents from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of orrelating to: (i) the Ads and/or Advertiser Materials; or (ii) any breach by Client of any of its representations, warranties, or covenants hereunder. Client may not settle any such claim without Juice Media’s prior written consent, not to be unreasonably withheld.

(b) Remedies. The sole remedies available to Client for any claims arising out of Juice Media’s performance hereunder shall be: (i)substitute delivery of the Ad; or (ii) a refund of amounts paid by Client for the unfulfilled portion of the applicable Order, in Juice Media’s sole discretion.

(c) IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR OTHER INDIRECT DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, OR GOODWILL) ARISING OUT OF THIS AGREEMENT. NOTHING HEREIN SHALL RESTRICT A PARTY’S LIABILITY FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OR FOR LIABILITIES ARISING UNDER CLIENT’S INDEMNITY OBLIGATIONS.

(d) THE SERVICES, REPORTS, AND ADVERTISING PLACEMENTS PROVIDED HEREUNDER ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. JUICE MEDIA EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. JUICE MEDIA MAKES NO REPRESENTATION OR WARRANTY CONCERNING THE RESULTS OF ANY AD CAMPAIGN, INCLUDING IMPRESSIONS, REACH, CLICKS, OR OTHEROUTCOMES. JUICE MEDIA’S LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID UNDER THE ORDER GIVING RISE TO THE CLAIM.

12. Force Majeure

No Party will incur liability to any other Party for any failure or delay in fulfilling its obligations hereunder (other than the making of required payments) to the extent due to causes beyond its reasonable control, including labor disputes, utility or communication failures, internet service provider failure or denial-of-service attacks, acts of God, acts of terrorism, war, civil disturbances, public health emergencies, or actions or orders of any governmental authority.

13. Intellectual Property; Trademarks

“Juice Media,” “Juice Media Platform (JMP),” and other graphics, logos, designs, and service names are trademarks or trade dress of Juice Media and may not be used without prior written permission. All proprietary tools, methodologies, platforms, and data models developed by or belonging to Juice Media, including its media mix modeling methodology, multi-touch attribution approach, TV optimizer, and DSP license, are and shall remain the exclusive property of Juice Media.

14. Additional Addenda

Certain Services may be subject to additional terms and conditions, including any Video Production Addendum governing branded content, custom creative, and production services. Such addenda are incorporated herein by reference to the extent applicable to the Services ordered. Juice Media will make current versions of applicable addenda available upon request.

15. Miscellaneous

Juice Media’s Media Partners are third-party beneficiaries ofthis Agreement. In the event of any breach by Client, including default in payments, Client shall be liable for Juice Media’s and any Media Partner’s costs of collection, including reasonable attorneys’ fees. This Agreement shall be governed by the laws of the State of Delaware, without giving effect to its conflict-of-laws principles. This Agreement may not be assigned or transferred by Client without the prior written consent of Juice Media. This Agreement contains the entire agreement of the Parties with respect to its subject matter and may not be amended, and no provision may be waived, except in a writing signed by both Parties expressly stating such intent. No additional or conflicting terms in any purchase order or other document submitted by Client will have any effect. Each Party shall comply with all applicable laws in connection with its performance hereunder. The provisions of this Agreement shall survive any termination as reasonably necessary to give effect thereto. Not withstanding anything to the contrary in these Terms, these Terms may be revised at any time by posting the updated version at https://www.juicemedia.ai/standard-order-terms-and-conditions (or such other URL as Juice Media may designate). Each Order incorporates the Terms in effect at the time of Order execution.

II. Additional Terms for Digital Advertising

The provisions of this Section II supplement the terms of Section I and do not limit or alter their applicability. All terms in Section I apply to digital advertising buys and are incorporated herein by reference.

Except as otherwise set forth in these Terms, digital advertising buys are subject to the IAB/4A’s Standard Terms and Conditions for Interactive Advertising for Media Buys One Year or Less (v3.0). In the event of any conflict between these Terms and the IAB Terms, these Terms shall control. All references in the IAB Terms to “Media Company” will be deemed to mean Juice Media, and all references to “Agency” in the IAB Terms shall be deemed to mean Client.

If Advertiser requests retargeting services, Advertiser is responsible for ensuring that any website on which retargeting pixels are placed has all necessary privacy disclosures and opt-out mechanisms, and that all required consents have been obtained. Client agrees to hold Juice Media andits Media Partners harmless from any claims resulting from failure to do so. Any audience targeting pools developed by Juice Media in connection with Client’s campaigns may only be used in connection with Juice Media’s advertising services and platforms and are not transferable to Client. Juice Media agrees to use such targeting pools solely in connection with Client’s campaigns and as authorized by Client.

III. Additional Terms for TV Advertising

The provisions of this Section III supplement the terms of Section I and do not limit or alter their applicability. All terms in Section I apply to TV advertising buys and are incorporated herein by reference.

For TV advertising, Juice Media contracts directly with broadcasters, cable networks, streaming platforms, and other television media providers (collectively, “Networks”) and bills Client for such placements as part of its Services. For TV advertising, “applicable laws” expressly includesthe rules, regulations, decisions, and actions of the Federal Communications Commission and applicable franchise laws.

1. TV Ad Content and Distribution

(a) Ad Furnishing. Client shall provide broadcast-quality Ads and materials at its own expense, as reasonably requested by Juice Media and/or applicable Networks. If an Ad does not comply with these requirements, Juice Media will attempt to notify Client. If Client fails toprovide a satisfactory Ad in a timely manner, Juice Media may bill Client for the reserved time.

(b) Network Selection. If an Order includes a list of Networks, Juice Media will use commercially reasonable efforts to secure placements with as many listed Networks as possible, but cannot guarantee placement with any specific Network. Client may modify the Network list with at least ten (10) business days’ written notice (email sufficient). Any placements already committed to Networks being removed will be completed, and Client will be responsible for associated costs.

(c) Availability. Inventory availability, audienced elivery, and programming schedules are subject to change at any time. If inventory becomes unavailable, Juice Media may substitute it with comparable inventory of equal or greater rating based on available measurement data, unless otherwise stated in the Order. If Client has contracted for insertion in a specific program that is preempted or cancelled, Juice Media will work with Client to identify comparable replacement programming.

(d) Content Overlays. Other content may appear on screen concurrent with the Ad, including Emergency Alert System information required by law. Juice Media will notify Client within a reasonable time of any material substitution of Client’s scheduled Ad.

(e) Traditional Linear Spots. Charges for traditional linear spot buys are based on insertion of Ads into the live-viewing broadcast feed. Ads may not be inserted into subscriber-recorded (e.g., DVR) versions of broadcasts.

(f) Underdelivery. If Juice Media is unable to deliver any Ad, in whole or in part, due to public emergency, force majeure, or reasons other than Client’s failure to deliver materials or meet its obligations hereunder, Juice Media may, at its discretion, offer Client either: (i) comparable make-good time; or (ii) a proportionate reduction in charges for the undelivered Ad or impressions.

(g) Changes to Media Plan. Once a media plan has been agreed upon in writing, Juice Media will begin incurring related expenses. Any subsequent changes requested by Client may result in adjustments to the Order, including changes to the budget, CPM, available Networks, or campaign deliverability.

(h) Billing. Unless otherwise agreed in writing, JuiceMedia will bill based on the actual number of spots delivered for spot buys, or impressions delivered for impression-based buys.

2. Campaign Performance Data

Juice Media may provide Client with aggregated campaign performance data, including reach, frequency, and delivery metrics, as mutually agreed. All such data is subject to the data rights provisions of Section I.6. Juice Media makes no representation or warranty as to the accuracy or completeness of third-party measurement data, including Nielsen ratings orother audience measurement tools, and Client’s payment obligations are not contingent on the results of any such measurement.

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