I. General Terms

These Standard Order Terms and Conditions (the “Terms”)govern the relationship between Juice Media, Inc. (“Juice Media”) andits clients in connection with the strategy, planning, purchase, and managementof media and advertising services. These Terms apply to each order, insertionorder, 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 purchasingadvertising services from Juice Media. “Agency” means any agency executing anOrder on behalf of an Advertiser. “Client” means Advertiser and any applicableAgency, jointly and severally. “Ad” means any advertising content provided byor on behalf of Client. “Media Partners” means the networks, publishers,platforms, vendors, and other media providers with whom Juice Media contractsin 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/oracceptance of Services thereunder constitutes acceptance of these Terms andcreates a legally binding agreement that continues in force until terminated inaccordance herewith. 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 isexpressly stated in the Order.

1. Client Representation and Authorization

If this Agreement is executed by Agency, Agency represents andwarrants 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 allobligations owed to Juice Media and its Media Partners, and each waives noticeof any default by the other. Agency’s failure to receive adequate funds fromAdvertiser does not relieve Agency’s payment obligations to Juice Media.Advertiser’s payment to Agency does not satisfy Advertiser’s independentpayment obligations to Juice Media hereunder. If Juice Media reasonablydetermines Advertiser’s credit is, or is likely to become, impaired, JuiceMedia may require Agency to execute a Letter of Liability expressly assumingfinancial and other responsibility for all Services provided in connection withAdvertiser’s campaigns.

2. Billing and Payment

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

Rates do not include any sales and/or use tax, which are thesole responsibility of Client and shall be billed as an incremental charge ifimposed. Rates are not subject to reduction for early payment, commissions, orsimilar 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). Followingnot less than ten (10) days’ notice to Client, Juice Media may pause and/orcancel the balance of Services hereunder and under any other agreement withClient. Upon such cancellation, Juice Media shall be released from any furtherperformance obligations with respect to the cancelled Services, and Clientshall remain responsible for: (i) all amounts that have accrued through thecancellation date, whether or not yet invoiced; (ii) any non-cancellablecommitments. Client will be responsible for all reasonable expenses, includingreasonable attorneys’ fees, incurred by Juice Media in collecting any overduepayment.

3. Agency Compensation

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

(b) Media Provider Incentives. In the course of itsbusiness, 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’saggregate spend across its client base. Provider Incentives are earned by JuiceMedia based on its overall commercial relationships with Media Partners and arenot attributable to any individual client’s investment. Client acknowledges andagrees that Juice Media retains all Provider Incentives as part of itscompensation; Juice Media has no obligation to pass through, credit, or accountfor Provider Incentives to Client. Notwithstanding the foregoing, Juice Mediawill not misrepresent the cost of media to Client: Client is billed at therates reflected in the applicable media plan or Order, and Provider Incentivesare separate from and independent of those rates. By executing an Order orotherwise accepting Services hereunder, Client acknowledges this compensationpractice and consents to Juice Media’s retention of Provider Incentives asdescribed in this Section.

4. Cancellation and Pausing of Campaigns

Any minimum media spend, media purchase commitment, ornon-cancellable media buy identified in an Order shall be payablenotwithstanding any cancellation or pausing of the campaign, except asotherwise specified in the Order. Juice Media will process cancellation orpause requests as promptly as reasonably feasible, subject to noticerequirements imposed by applicable Media Partners. In the event of any conflictbetween 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 orcancellation, all outstanding amounts not yet paid shall become immediately dueand payable.

5. Ads and Ad Materials

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

Client hereby grants to Juice Media and its Media Partners aworldwide, non-exclusive, limited, sublicensable right to distribute,reproduce, reformat, transcode, display, and otherwise technologicallymanipulate any Ad as reasonably necessary to deliver the Services and complywith applicable laws, and to use Advertiser Materials as reasonably necessaryto perform the requested Services.

Client represents, warrants, and covenants that: (a) it hasall necessary rights to exhibit the Ads and provide them to Juice Media for thepurpose of delivering advertising services; (b) all Ads comply with the contentpolicies, technical specifications, and guidelines of the applicable networks,publishers, and platforms on which they are to be distributed, as communicatedby Juice Media from time to time; (c) the Ads and Advertiser Materials complywith all applicable laws and do not violate the rights of any third party,including any intellectual property, privacy, or proprietary right, and arefree from deception, including the use of artificial intelligence in a mannerthat could mislead or deceive the target audience; (d) any AI-generated contentis clearly and prominently disclosed; (e) any Ads making claims includeverifiable substantiation, available upon Juice Media’s request; (f) all datasubmitted to Juice Media has been collected and maintained in accordance withapplicable laws and privacy policies that clearly disclose what data iscollected, 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 Mediaincludes sensitive personal data that could cause substantial harm if disclosedwithout authorization, including data regarding health conditions, sexualorientation, religion, or persons under the age of eighteen (18); and (h)Client shall not provide Juice Media with any Protected Health Information asdefined under the Health Insurance Portability and Accountability Act of 1996(“HIPAA”), and if Client operates in a regulated health context, Client issolely responsible for ensuring that no such information is transmitted toJuice Media in connection with any Services.

6. Data Rights

If Client receives data from Juice Media and/or its MediaPartners in connection with an Ad campaign, including campaign performance,measurement, or conversion data (“Campaign Data”), Client may use such CampaignData and any reports containing it (“Reports”) solely for its own internalpurposes in compliance with this Agreement and applicable laws. Campaign Dataand Reports shall be provided solely on an aggregated and anonymized basis suchthat 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 Reportsto any third party. Client shall not attempt to re-identify any person,household, or device from any anonymized data, or attempt to derive anyproprietary information about Juice Media, its vendors, or their platforms fromany information received hereunder. As between the Parties, all Campaign Dataand Reports are Juice Media’s confidential information, and Juice Media retainsall ownership and intellectual property rights therein. Juice Media may useaggregated and anonymized Campaign Data for any business purpose, includingperformance 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/orapplicable internet domains (“Domains”) to collect Campaign Data. Clientrepresents and warrants that each Domain has a privacy policy clearlydisclosing that third parties may use Tags to collect data. Client agrees toindemnify, hold harmless, and defend Juice Media and its affiliates from anythird-party claims arising out of any breach of these representations.

8. Data Processing

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

To the extent that a Permitted Use constitutes Processingunder 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 otherthan the business purpose specified in the applicable Order or these Terms; (b)comply with the CCPA in connection with such Processing; and (c) cooperate infulfilling any access, opt-out, deletion or other requests from Consumers toexercise their rights under the CCPA; (d) notify Client promptly if Juice Mediadetermines that it can no longer meet its obligations under the CCPA; (e) permitClient, upon reasonable advance written notice and not more than once in anytwelve (12) month period, to take reasonable and appropriate steps to verifyJuice Media's compliance with this Section; (f) upon written notice ofunauthorized use, take reasonable steps to stop and remediate such use; and (g)impose obligations no less protective than those in this Section on anysubcontractor 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 proprietaryplatforms owned by Juice Media, including the Juice Media Platform (JMP) (each,a “Platform”), in connection with this Agreement. Juice Media and its licensorsretain 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 otherthan through Juice Media’s interface; (b) reverse engineer or attempt to obtainsource code to any Platform; (c) provide third-party access to any Platform oruse a Platform for the benefit of any third party; (d) use any device orsoftware that damages or disrupts a Platform; (e) extract Campaign Data exceptas expressly permitted; or (f) use any Platform in a manner inconsistent withapplicable 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 theother Party in connection with this Agreement shall be held in confidence andused solely for purposes of performance hereunder. Neither Party shall disclosethe other Party’s confidential information to any third party except to theextent legally required or to affiliates, representatives, and agents with aneed to know who are bound by equivalent confidentiality obligations.

11. Indemnification; Limitation ofLiability; Warranty Disclaimers

(a) Client Indemnification. Client shall, to thefullest extent permitted by law, indemnify, defend (through counsel reasonablyacceptable 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 byClient of any of its representations, warranties, or covenants hereunder. Clientmay not settle any such claim without Juice Media’s prior written consent, notto be unreasonably withheld.

(b) Remedies. The sole remedies available to Client forany 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 forthe unfulfilled portion of the applicable Order, in Juice Media’s solediscretion.

(c) IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANYCONSEQUENTIAL, 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’SLIABILITY FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OR FOR LIABILITIES ARISINGUNDER CLIENT’S INDEMNITY OBLIGATIONS.

(d) THE SERVICES, REPORTS, AND ADVERTISING PLACEMENTS PROVIDEDHEREUNDER ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS,IMPLIED, STATUTORY, OR OTHERWISE. JUICE MEDIA EXPRESSLY DISCLAIMS ALL IMPLIEDWARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANDNON-INFRINGEMENT. JUICE MEDIA MAKES NO REPRESENTATION OR WARRANTY CONCERNINGTHE RESULTS OF ANY AD CAMPAIGN, INCLUDING IMPRESSIONS, REACH, CLICKS, OR OTHEROUTCOMES. JUICE MEDIA’S LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THETOTAL 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 anyfailure or delay in fulfilling its obligations hereunder (other than the makingof required payments) to the extent due to causes beyond its reasonablecontrol, including labor disputes, utility or communication failures, internetservice provider failure or denial-of-service attacks, acts of God, acts ofterrorism, war, civil disturbances, public health emergencies, or actions ororders of any governmental authority.

13. Intellectual Property; Trademarks

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

14. Additional Addenda

Certain Services may be subject to additional terms andconditions, including any Video Production Addendum governing branded content,custom creative, and production services. Such addenda are incorporated hereinby reference to the extent applicable to the Services ordered. Juice Media willmake 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 inpayments, Client shall be liable for Juice Media’s and any Media Partner’scosts of collection, including reasonable attorneys’ fees. This Agreement shallbe governed by the laws of the State of Delaware, without giving effect to itsconflict-of-laws principles. This Agreement may not be assigned or transferredby Client without the prior written consent of Juice Media. This Agreementcontains the entire agreement of the Parties with respect to its subject matterand may not be amended, and no provision may be waived, except in a writingsigned by both Parties expressly stating such intent. No additional orconflicting terms in any purchase order or other document submitted by Clientwill have any effect. Each Party shall comply with all applicable laws inconnection with its performance hereunder. The provisions of this Agreementshall survive any termination as reasonably necessary to give effect thereto. Notwithstandinganything to the contrary in these Terms, these Terms may be revised at any timeby 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 theTerms in effect at the time of Order execution.

II. Additional Terms for Digital Advertising

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

Except as otherwise set forth in these Terms, digitaladvertising buys are subject to the IAB/4A’s Standard Terms and Conditions forInteractive Advertising for Media Buys One Year or Less (v3.0). In the event ofany 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 JuiceMedia, and all references to “Agency” in the IAB Terms shall be deemed to meanClient.

If Advertiser requests retargeting services, Advertiser isresponsible for ensuring that any website on which retargeting pixels areplaced has all necessary privacy disclosures and opt-out mechanisms, and thatall 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 withClient’s campaigns may only be used in connection with Juice Media’s advertisingservices and platforms and are not transferable to Client. Juice Media agreesto use such targeting pools solely in connection with Client’s campaigns and asauthorized by Client.

III. Additional Terms for TV Advertising

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

For TV advertising, Juice Media contracts directly withbroadcasters, cable networks, streaming platforms, and other television mediaproviders (collectively, “Networks”) and bills Client for such placements aspart of its Services. For TV advertising, “applicable laws” expressly includesthe rules, regulations, decisions, and actions of the Federal CommunicationsCommission and applicable franchise laws.

1. TV Ad Content and Distribution

(a) Ad Furnishing. Client shall providebroadcast-quality Ads and materials at its own expense, as reasonably requestedby Juice Media and/or applicable Networks. If an Ad does not comply with theserequirements, Juice Media will attempt to notify Client. If Client fails toprovide a satisfactory Ad in a timely manner, Juice Media may bill Client forthe reserved time.

(b) Network Selection. If an Order includes a list ofNetworks, Juice Media will use commercially reasonable efforts to secureplacements with as many listed Networks as possible, but cannot guaranteeplacement with any specific Network. Client may modify the Network list with atleast ten (10) business days’ written notice (email sufficient). Any placementsalready committed to Networks being removed will be completed, and Client willbe responsible for associated costs.

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

(d) Content Overlays. Other content may appear onscreen concurrent with the Ad, including Emergency Alert System informationrequired by law. Juice Media will notify Client within a reasonable time of anymaterial substitution of Client’s scheduled Ad.

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

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

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

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

2. Campaign Performance Data

Juice Media may provide Client with aggregated campaignperformance data, including reach, frequency, and delivery metrics, as mutuallyagreed. 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 orcompleteness of third-party measurement data, including Nielsen ratings orother audience measurement tools, and Client’s payment obligations are notcontingent on the results of any such measurement.

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