Terms & Conditions

1.1. During the Term (as defined below) of this Agreement, You agree to pay Company for all Services performed under this Agreement and the Services Agreement. Company will invoice You monthly for the Services performed by Company which include all associated fees, media spend, and expenses in the amounts set forth on the respective Services Agreement (the "Fees"), which shall be paid no later than the payment date(s) set forth in the corresponding Services Agreement.

You expressly understand and agree to pay the amount set forth in the Services Agreement for the delivery of Services by Company. You understand and acknowledge that all amounts owed must be paid on agreed-upon date(s), and if no date is set forth in the Services Agreement, then payment is due and payable within thirty (30) days of the invoice date.

Fees not timely paid shall accrue interest equal to 1.5% of the unpaid Fees per day (or the highest rate permitted by law, if less) until paid in full. In the event that You are in breach of Your contractual obligations, aspects of Your campaign (e.g., programmatic advertising, paid social, search marketing) may be paused or terminated, including if timely payment is not received. Paid Fees are not refundable.

In the event of nonpayment or late payment of any Fees, and without affecting Your ongoing payment obligations for the Services, Company further reserves the right to suspend or terminate the Services until all Fees and applicable charges are paid in full.

1.2. Payments processed will reflect "Richland Creek Media" or "Signal Division" on any credit card or banking statements.

1.3. In the event of any failure by You to make payment, You will be responsible for all reasonable expenses (including attorneys' fees) incurred by the Company in collecting such amounts.

1.4. All payments due hereunder are in U.S. dollars and Fees are exclusive of any sales, use, or similar applicable taxes. You agree to pay all applicable sales, use, services, value-added, consumption, or other taxes arising, or that become due, in connection with Your purchase of the Services (except for any taxes or fees assessed upon Company's personal property or net income). All tax amounts will be listed on Your invoice.

1.5. Media spend and platform fees are separate from and in addition to Company's management fees unless otherwise specified in the Services Agreement. Company is not liable for rate changes, minimum spend requirements, or fee adjustments imposed by third-party advertising platforms.

2.1. On the corresponding Services Agreement, You have elected to retain the Company to provide one or more of the following sets of Services (each a "Package"):

1. intent analysis, audience research, and market intelligence ("Intent Analysis");
2. custom audience segmentation, identity resolution, and data activation utilizing first-party, third-party, and publisher-direct data sources ("Audience Architecture");
3. media buying, campaign management, and ad placement across digital channels including but not limited to Meta, Google, programmatic display, connected TV (CTV), video, native, and direct publisher placements ("Media Deployment");
4. campaign performance tracking, signal optimization, and reporting ("Signal Optimization");
5. creative strategy, ad design, and content development for advertising campaigns ("Creative Services");
6. other marketing, data, or advertising services ("Additional Services"; and together with Intent Analysis, Audience Architecture, Media Deployment, Signal Optimization, and Creative Services, hereinafter referred to collectively as "Services"); or
7. any combination of the foregoing.

2.2. Each Package sets forth parameters for campaign objectives, target audiences, channels, budgets, timelines, and other specifications as outlined in the Services Agreement.

2.3. Campaigns will run for the period stipulated in the corresponding Services Agreement, subject to Your choice of Package and the applicable parameters.

2.4. Creative Materials. Within seven (7) days of the execution and delivery of the corresponding Services Agreement, You shall deliver to the Company all necessary creative assets, brand guidelines, approved messaging, and other materials required for campaign execution (the "Client Materials"). Upon receipt thereof, the Company will adapt the Client Materials for the applicable advertising channels and specifications.

You hereby grant Company a limited, non-exclusive, royalty-free license to use, reproduce, modify, adapt, format, display, and distribute any Client Materials provided by You and to conform such materials to the technical specifications, stylistic requirements, or formatting standards of the intended advertising platform, channel, or distribution method as contemplated by the terms herein and/or in the Services Agreement.

The Company reserves all rights, but shall have no duty, to determine whether the content submitted as Client Materials is acceptable for use on any advertising platform. The Company shall not have any responsibility or liability for any errors, inaccuracies, legal non-compliance, or inappropriate content in the Client Materials. The Company may also, in its sole discretion, modify or refuse to deploy any creative that contains content the Company reasonably deems to be objectionable, that violates any applicable laws, rules, or regulations, or that violates any advertising platform's policies or standards.

Your failure to provide Client Materials within seven (7) days of the execution and delivery of the corresponding Services Agreement shall constitute Your authorization for the Company to design advertisements (each, a "Company Designed Ad") on Your behalf. You hereby grant Company a limited, non-exclusive, royalty-free license to use Your trademarks, service marks, logos, trade names, designs, and other brand elements to create, use, reproduce, display, distribute, and publish the Company Designed Ad solely in connection with the Services described herein and in the Services Agreement.

The Company makes no representations or warranties with respect to the style, design, or any other aspect of any Company Designed Ad and You hereby waive Your right to, after the deployment of any Company Designed Ad, protest the style, design, or any other aspect of any Company Designed Ad.

All rights, title, and interest in and to any Client Materials (as they may be modified by the Company) and/or any Company Designed Ad shall remain Your exclusive property. To the extent the Company acquires any rights in any Client Materials and/or any Company Designed Ad through the performance of Services under this Agreement, the Company agrees to assign, and hereby does assign, all such rights to You. You shall bear all reasonable costs and expenses associated with effecting such assignment.

2.5. Third-Party Advertising Platforms. The Services involve the placement of advertisements on third-party advertising platforms, including but not limited to Google Ads, Meta (Facebook/Instagram), programmatic demand-side platforms (DSPs), connected TV (CTV) providers, and direct publisher networks. By engaging the Company, You acknowledge and agree that:

1. all advertisements placed through such platforms are subject to the respective platform's terms of service, advertising policies, content standards, and editorial discretion, and the Company shall have no liability for any advertisement rejection, modification, or removal by a third-party platform;
2. the Company does not control and is not responsible for the content, accuracy, or quality of any website, application, or digital property on which Your advertisements may appear through programmatic or network-based placements;
3. platform algorithms, auction dynamics, audience availability, and other factors beyond the Company's control may affect campaign delivery, performance, reach, and cost, and the Company makes no guarantees regarding specific performance metrics, impression volumes, click-through rates, conversion rates, or return on ad spend;
4. You agree to hold Company harmless from any liability or obligation arising from the products, services, actions, or omissions of any third-party advertising platform; and
5. You are responsible for maintaining any required advertiser accounts, business verifications, or platform authorizations, and Company shall not be liable for delays or disruptions caused by platform account issues.

2.6. Data and Audience Targeting. The Services may involve the use of third-party data sources, audience segments, and targeting technologies provided by premium data partners including but not limited to Experian, Acxiom, Epsilon, Dstillery, Bombora, NCS, Windfall, TrueData, Reklaim, Affinity Answers, and other data providers (collectively, "Data Partners"). You acknowledge and agree that:

1. the Company acts as a licensed intermediary in activating and deploying third-party audience data and does not own, generate, or independently verify the accuracy, completeness, or legality of data obtained from Data Partners;
2. all third-party data is provided "as is" and subject to the respective Data Partner's terms, licensing agreements, and data use policies, and the Company makes no warranties, express or implied, regarding the accuracy, reliability, completeness, or fitness for any particular purpose of any third-party data;
3. audience segment availability, sizing, pricing, and composition may change at any time based on Data Partner policies, regulatory requirements, platform restrictions, or market conditions, and the Company shall not be liable for any such changes;
4. the Company's audience targeting recommendations and strategies are based on available data signals and professional judgment but do not guarantee that targeted audiences will respond, convert, or take any specific action;
5. You are solely responsible for ensuring that Your use of the Services, including any audience targeting, complies with all applicable laws, rules, and regulations, including but not limited to federal, state, and local privacy laws, the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, the Children's Online Privacy Protection Act (COPPA), applicable state consumer privacy laws, and any industry-specific regulations governing Your business (e.g., financial services, healthcare, government contracting); and
6. the Company shall not be liable for any claims, damages, or regulatory actions arising from the targeting or exclusion of any audience segment, including claims of discrimination, disparate impact, or violation of fair lending, fair housing, or equal opportunity laws, to the extent that targeting parameters were approved or directed by You.

2.7. Publisher-Direct Data. Certain Services may include access to proprietary, publisher-direct audience data sourced from Company's affiliated publications and owned media properties. Such data is derived from consented user interactions and is subject to the applicable publication's privacy policies. You agree not to reverse-engineer, extract, scrape, or otherwise attempt to identify individual users from any audience data provided by the Company.

2.8. Campaign Reporting and Performance. Company will provide campaign performance reporting as specified in the Services Agreement. You acknowledge that:

1. reporting metrics are derived from third-party platforms and data providers and may be subject to discrepancies, delays, or retroactive adjustments beyond the Company's control;
2. the Company does not guarantee the accuracy of any third-party reporting data and shall not be liable for decisions made by You based on such data;
3. attribution models, conversion tracking, and performance measurement methodologies may vary across platforms and may not capture the full impact of advertising campaigns; and
4. past performance is not indicative of future results, and any case studies, benchmarks, or projected outcomes referenced by the Company are provided for illustrative purposes only and do not constitute performance guarantees.

2.9. You should be aware that, in general, information sent through the Internet is not secure. For certain types of communications related to the Services, the Company may require the use of encryption technologies and/or require You to use identification credentials. You are responsible for the confidentiality and use of any login credentials, API keys, platform access credentials, or any other information that the Company may request or require.

3.1. This Agreement shall be effective on the date of Your execution and delivery of a Services Agreement or upon Your engagement of the Company to perform Services on Your behalf (in each case, the "Execution Date") and shall remain in effect for the Term (as defined below).

The Term of the Services Agreement will be for the period set forth in the corresponding Services Agreement, following the Execution Date (the "Initial Term"). Except as otherwise set forth in the Services Agreement, following the end of the Initial Term, this Agreement and the Services Agreement (as applicable) shall automatically renew for successive periods equal in length to the Initial Term (each a "Subsequent Term," and each Subsequent Term together with the Initial Term hereinafter collectively referred to as the "Term"), unless either party delivers to the other party, not less than thirty (30) days prior to the commencement of any Subsequent Term, notice of its desire for this Agreement not to so renew.

3.2. Notwithstanding anything herein to the contrary, no Services will be rendered by the Company while any payment due to the Company, as set forth on a corresponding Services Agreement, remains, to any extent, unpaid (including interest accrued pursuant to Section 1 of this Agreement).

3.3. You authorize the Company, in each Subsequent Term, to reproduce the Services You acquired in the Initial Term. In the event of any Subsequent Term, unless otherwise agreed to in writing by the parties, the terms and conditions of this Agreement will apply and control over any such Subsequent Term; provided, however, that at Company's sole discretion, Fees are subject to the Company's customary annual increase of five percent (5%) from the prior Term.

3.4. Any change of ownership or management of Your business will not dissolve the obligations set forth in the Services Agreement or this Agreement.

3.5. Company will not be liable for any oral agreements or special arrangements. The only Services provided by Company are as expressly described herein and in the Services Agreement, and any vendor authentication forms, onboarding documents, or similar administrative materials submitted by You or required by any third-party platforms shall be deemed procedural only and shall not modify, supplement, or supersede the terms expressly set forth herein or in the Services Agreement, unless this Section 3.5 is expressly referenced and incorporated into such document and such document is executed by an authorized representative of both parties.

3.6. Cancellation/Termination. Subject to Section 3.1 above, the Services Agreement is non-cancellable after it is signed by both parties.

Notwithstanding the foregoing or anything herein to the contrary, if You terminate this Agreement for any reason, in addition to all other monies due and payable to Company, You agree to pay as liquidated damages all unpaid portions of the remaining Fees otherwise anticipated and quoted under this Agreement and any Services Agreement through the end of the applicable Term ("Termination Fee").

Additionally, Company reserves the right to immediately terminate the Services Agreement and stop providing the Services at any time for any reason or for a material breach of any provision of this Agreement or the Services Agreement by You, and in the event of a material breach, You agree to pay the Termination Fee.

Upon termination or expiration, the Company will cease all media buying and campaign operations on Your behalf. You are responsible for any committed media spend or non-cancellable insertion orders placed by the Company prior to the effective date of termination.

4.1. In performing the Services, Company agrees to use reasonable care and conduct its business operations in accordance with applicable laws, rules, and regulations. The Company will make commercially reasonable efforts to execute campaigns in accordance with the parameters set forth in the Services Agreement.

Notwithstanding the foregoing, You agree that advertising platforms and campaigns may experience interruptions from time to time for reasons beyond the reasonable control of the Company, including platform outages, policy changes, ad review delays, algorithm updates, network congestion, and other circumstances outside Company's control.

4.2. You represent and warrant to the Company that:

TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, THE COMPANY DOES NOT REPRESENT OR WARRANT THAT ANY ADVERTISING CAMPAIGN WILL ACHIEVE SPECIFIC PERFORMANCE RESULTS, RETURN ON INVESTMENT, LEAD VOLUMES, CONVERSION RATES, OR REVENUE OUTCOMES.

THE COMPANY MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF ANY THIRD-PARTY DATA, AUDIENCE SEGMENTS, OR TARGETING TECHNOLOGIES PROVIDED BY DATA PARTNERS. ALL THIRD-PARTY DATA IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.

THE COMPANY SHALL HAVE NO LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON WITH RESPECT TO ANY LIABILITY, LOSS, OR DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS CAUSED BY OR ARISING OUT OF, EITHER DIRECTLY OR INDIRECTLY, ANY BREACH BY THE COMPANY OF THIS AGREEMENT, OR IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY ADVERTISING CAMPAIGN.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY SHALL HAVE NO LIABILITY WHATSOEVER FOR: (A) ANY CLAIMS, DAMAGES, LOSSES, OR EXPENSES ARISING OUT OF OR RELATED TO THE ACTIONS, OMISSIONS, POLICIES, OR DECISIONS OF ANY THIRD-PARTY ADVERTISING PLATFORM, INCLUDING ADVERTISEMENT REJECTIONS, ACCOUNT SUSPENSIONS, OR POLICY CHANGES; (B) ANY CLAIMS ARISING FROM AUDIENCE TARGETING DECISIONS, INCLUDING CLAIMS OF DISCRIMINATION, DISPARATE IMPACT, OR REGULATORY NON-COMPLIANCE, TO THE EXTENT THAT TARGETING PARAMETERS WERE APPROVED OR DIRECTED BY YOU; (C) ANY CLAIMS ARISING FROM THE ACCURACY, COMPLETENESS, OR LEGALITY OF DATA PROVIDED BY THIRD-PARTY DATA PARTNERS; OR (D) ANY CLAIMS ARISING FROM THE CONTENT, LEGALITY, OR REGULATORY COMPLIANCE OF YOUR PRODUCTS, SERVICES, OR BUSINESS PRACTICES.

IN NO EVENT SHALL THE COMPANY'S LIABILITY FOR ANY REASON UNDER ANY THEORY EXCEED THE AMOUNT ACTUALLY PAID TO COMPANY BY YOU UNDER THE CORRESPONDING SERVICES AGREEMENT IN CONNECTION WITH THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO SUCH CLAIM, EXCLUSIVE OF MEDIA SPEND PASSED THROUGH TO THIRD-PARTY PLATFORMS.

THIS SECTION SHALL SURVIVE TERMINATION OF THE SERVICES AGREEMENT AND THE TERM.

You agree to indemnify, defend, and hold harmless the Company, its agents, representatives, members, shareholders, managers, and officers from and against any and all losses, damages, and costs (including reasonable attorneys' fees) incurred or suffered on account of or by reason of:

1. any breach or violation by You of any provision of this Agreement;
2. any act or omission by You, Your agents, representatives, officers, shareholders, members, partners, employees, or contractors;
3. actual or alleged infringement of any third party's intellectual property rights related to Client Materials provided by You;
4. any claims, damages, losses, or expenses arising out of or related to the content, legality, accuracy, or regulatory compliance of Your products, services, advertising claims, or business practices;
5. any claims arising from audience targeting parameters, specifications, or restrictions directed or approved by You, including but not limited to claims of discrimination, disparate impact, or violation of fair housing, fair lending, or equal opportunity laws;
6. any claims, regulatory actions, fines, or penalties arising from Your failure to comply with applicable advertising, privacy, consumer protection, or industry-specific laws and regulations;
7. any claims arising from the landing pages, websites, products, or services to which Your advertisements direct consumers; and
8. any and all actions, suits, proceedings, claims, demands, assessments, and judgments incident to the foregoing.

This Section shall survive termination of the Services Agreement and the Term.

7.1. Confidential Information. During the Term, and for a period of three (3) years thereafter (except with respect to trade secrets, which shall be held in confidence for so long as they constitute trade secrets pursuant to applicable law), each party and its affiliates, directors, officers, employees, authorized representatives, agents, and advisors shall keep confidential all information concerning the other party's proprietary business procedures, products, services, operations, marketing strategies, campaign performance data, audience data, targeting methodologies, fees, and policies or plans, received or obtained during the negotiation or performance of this Agreement and the Services Agreement, whether such information is oral or written, and whether or not labeled as confidential (collectively, "Confidential Information").

Provided, however, that either party may share Confidential Information of the other party with its officers, employees, or representatives as necessary in connection with the performance by that party of its obligations arising hereunder. The receiving party shall safeguard disclosure of Confidential Information to the same extent that the receiving party safeguards its own Confidential Information, but in any case will at minimum use reasonable care. Upon request of the disclosing party, the receiving party will promptly return to the disclosing party, or destroy (certifying in writing to the disclosing party the destruction of such), Confidential Information of the disclosing party.

7.2. Exclusions from Confidential Information. The following information shall not be considered "Confidential Information" for the purposes of this Agreement:

1. information which is or becomes publicly known without any fault of or participation by the receiving party or its representatives;
2. information which was in the receiving party's possession prior to the time it was received from the disclosing party, or came into the receiving party's possession thereafter, in each case lawfully obtained from a source other than the disclosing party or its representatives and not subject to any obligation of confidentiality or restriction on use;
3. information which is required to be disclosed by judicial, arbitral, or governmental order or process or operation of law, in which event the receiving party will, unless prohibited by law, notify the disclosing party of the requirement of disclosure before making such disclosure and will comply with any protective order or other limitation on disclosure obtained by the disclosing party; or
4. information which is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

7.3. Platform Credentials. To the extent the Company is granted access to Your advertising platform accounts, analytics tools, or other digital properties in connection with the Services, Company shall use such access solely for the purpose of performing the Services and shall not share such credentials with unauthorized third parties.

8.1. Company IP. All proprietary methodologies, audience frameworks, targeting strategies, optimization algorithms, reporting templates, and other intellectual property developed by the Company in the course of providing the Services (the "Company IP") shall remain the exclusive property of the Company. You may not reproduce, copy, distribute, reverse-engineer, or use the Company IP for any purpose not expressly permitted by this Agreement.

8.2. Trademarks. All trademarks, logos, URLs, domain names, and service marks displayed on Company websites or materials are property of the Company or third parties. You are not permitted to use, copy, download, display, transmit, or modify any of these marks without the prior written consent of the rightful owner.

8.3. Data Privacy and Security. Company shall use commercially reasonable efforts to:

1. maintain appropriate administrative, physical, and technical safeguards to protect the security and integrity of the Services and the confidentiality of Your or Your customers' personal information or data ("Customer Data") from unauthorized access, acquisition, or disclosure, destruction, alteration, accidental loss, misuse, or damage, and Company shall ensure that all such safeguards comply with applicable data protection laws and regulations, as well as the terms and conditions of this Agreement; and
2. access and use the Customer Data solely to perform its obligations in accordance with this Agreement and as otherwise expressly permitted in the Services Agreement (collectively, "Security Program").

Company shall at its own expense use commercially reasonable efforts to contain and remedy any security breach to the extent that the remediation is within Company's reasonable control, including to comply with all applicable laws. During the Term, Company will maintain commercially reasonable insurance coverage that will include, at a minimum, technology errors and omissions and/or cyber liability insurance including both first- and third-party coverage with limits of at least $1,000,000 per occurrence and $2,000,000 in the aggregate.

8.4. Data Ownership. Any aggregate, anonymized, or de-identified performance data, campaign insights, or market intelligence derived from the Services ("Derived Data") shall be the property of the Company and may be used by the Company for benchmarking, product improvement, and other lawful purposes, provided that such Derived Data does not identify You or any individual consumer. Your Customer Data remains Your property and will be handled in accordance with Section 8.3 and applicable law.

9.1. Governing Law. These Terms shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to principles of conflicts of laws. Venue for any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Delaware in New Castle County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

9.2. Dispute Resolution. All disputes, claims, and controversies between the parties arising out of or related to this Agreement and the Services, including, without limitation, any claim of misrepresentation, breach, or non-performance, shall be resolved in the following manner:

• The aggrieved party shall provide notice to the other party, setting forth the nature of the dispute with reasonable detail.
• Within thirty (30) days of receipt of notice of the dispute, the parties' authorized representatives shall meet in person or via telephone to reach an agreement as to the nature of the dispute and the appropriate corrective action.
• The parties shall have sixty (60) days, or more if mutually agreed in writing, from receipt of notice of the dispute to resolve the dispute.

Neither party may commence legal suit, action, or proceeding arising out of this Agreement unless the parties have first complied with the informal dispute resolution procedures of this Section, or if these procedures are waived by all parties. Notwithstanding the foregoing, this clause shall not preclude the parties from seeking provisional remedies from a court of appropriate jurisdiction. Failure of a party to fulfill its obligations in this Section, including failure to timely respond to notice, shall be deemed a waiver for purposes of this Section.

9.3. Force Majeure. Company shall not be liable, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term set forth herein, except for any obligations to make payments, when and to the extent such failure or delay is caused by or results from acts beyond the Company's control, including, but not limited to, acts of God (including pandemics, epidemics, and other public health crises), labor disputes, force majeure events (including flood, fire, or explosion), action by any governmental authority, necessity, mechanical or electrical failure, third-party platform outages or policy changes, or interruption of advertising campaign delivery (each, a "Force Majeure Event").

Provided that, upon the occurrence of a Force Majeure Event, Company will use commercially reasonable efforts to recommence performance as soon as possible.

9.4. Conflict. In the event of any conflict between this Agreement and the corresponding Services Agreement, or any other oral agreement, special arrangement, or procedural document required by You or any other third party, the language of this Agreement shall take precedence unless otherwise expressly set forth herein or therein, provided that such document makes express reference to this Section 9.4 and is duly executed by both parties.

Notwithstanding the foregoing, any renewal of the Services Agreement shall be governed by the then-current Terms and Conditions published at signaldiv.com/terms, which are incorporated herein by reference.

9.5. Assignment. Your rights, interests, and obligations hereunder may not be assigned, by operation of law or otherwise, in whole or in part, without the prior written consent of the Company.

9.6. Survival. The representations, warranties, covenants, and agreements made herein or in any Services Agreement shall survive the execution and delivery of this Agreement. In addition, any provisions that by their nature or context are reasonably intended to survive the termination or expiration of this Agreement or any Services Agreement shall so survive.

9.7. Severability. If any provision of this Agreement shall be judicially determined to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. If a court or arbitrator holds any such provision to be invalid or unenforceable, the adjudicating entity shall replace that provision with a provision that is valid and enforceable and most nearly reflects the intent of the original provision.

9.8. No Third-Party Beneficiaries. Except as stated herein, this Agreement will not benefit or create any right or cause of action in or on behalf of any person or entity other than You and the Company.

9.9. Independent Contractors. The parties are independent contractors and do not intend to create a relationship of partners, joint venturers, or any other association for profit between them. Except as expressly provided herein, each party shall bear all the costs and expenses associated with performing its obligations hereunder.

9.10. Mutual Non-Disparagement. Each party agrees not to directly or indirectly take, support, encourage, or participate in any action or attempted action which in any way would damage the reputation or business relationships of the other party. Each party further agrees not to make, or to direct any employees, affiliates, or agents to make, any disparaging remarks regarding the other party at any time. This Section will survive termination.

9.11. Company Assignment. Company may assign its rights and/or obligations hereunder: (a) to any subsidiary, parent company, or affiliate of Company; (b) pursuant to any sale or transfer of substantially all of its assets; or (c) pursuant to any financing, merger, or reorganization.

9.12. Modification and Waiver. No modification of this Agreement or any Services Agreement and no waiver of any breach of this Agreement or any Services Agreement will be effective unless in writing and signed by an authorized representative of each party. No waiver of any breach of this Agreement or any Services Agreement, and no course of dealing between the parties, will be construed as a waiver of any subsequent breach of this Agreement or any Services Agreement.

9.13. Entire Agreement. These Terms and the Services Agreement contain the entire agreement between the parties and supersede all prior and collateral representations, promises, and agreements in connection with the subject matter hereof. Any representation, promise, or agreement not incorporated in this Agreement or the Services Agreement shall not be binding on either party.

9.14. Notice. All notices, consents, and similar communications to any party shall be deemed to be sufficient if in writing, delivered in person, by electronic mail, an overnight courier, or first-class registered or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth below or such other address as may hereafter be designated in writing by such party: