TERMS AND CONDITIONS

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1. Incorporation; Entire Agreement

These Terms and Conditions (the “Terms and Conditions”), together with the Insertion Order (the “IO”), constitute the entire agreement (the “Agreement”) between the Advertiser and Ads Supernova and its affiliates (“Ads Supernova”) regarding the subject matter herein, and supersede all prior or contemporaneous proposals, agreements, or communications, whether written or oral. These Terms and Conditions prevail over any general terms and conditions of the Advertiser, regardless of when or if the Advertiser has submitted its request for proposal, order, or such terms. The provision of services to the Advertiser does not constitute acceptance of any of the Advertiser’s terms and conditions and does not serve to modify or amend these Terms and Conditions. Any modification of these Terms and Conditions applies only to the IO in which these Terms and Conditions are incorporated. If the IO is signed by the Advertiser’s agency, then references to “Advertiser” herein also refer to the Advertiser’s agency.

2. Advertisement Publication

Advertiser Materials: The Advertiser shall provide Ads Supernova with the advertising content (“Ad(s)”) and all other reasonably necessary materials (including the Ads, collectively the “Advertiser Materials”) in accordance with Ads Supernova’s editorial, graphic, technical, or production criteria (the “Specifications”). Ads Supernova shall have no liability with respect to the Advertiser Materials or for delays or failures attributable to the Advertiser’s failure to timely fulfill such obligations. Ads Supernova shall provide a final copy of an Ad and obtain the Advertiser’s prior written consent before the publication (“Publication”) of the Ads.

Approval: All Ads are subject to Ads Supernova’s approval. Subject to the Terms and Conditions of this Agreement, Ads Supernova may reject or cancel any Ad at any time for any reason without liability, even if previously acknowledged or accepted. Ads Supernova is not obligated to make modifications to an Ad after the parties have finalized an Ad to be shown on inventory, including Ads Supernova’s mobile digital screens (“Mobile Screens”).

Insufficient Delivery: Ads Supernova shall monitor the delivery of the Ads and notify the Advertiser electronically or in writing as soon as possible if Ads Supernova believes a shortfall in delivery is likely. In the event of a likely or actual shortfall, the Advertiser and Ads Supernova shall review the IO in good faith based on any actual or anticipated shortfall. In the event of a shortfall in the Guaranteed Ad Amount or a preemption, the Advertiser is entitled to additional compensation.

Excess Delivery: Ads Supernova may bonus as many ad units as Ads Supernova chooses unless otherwise stated in the IO. The Advertiser shall not be charged by Ads Supernova for any additional impressions or other services above any guaranteed level in the IO.

Proof of Performance: Ads Supernova shall provide the Advertiser with a performance report (“Performance Report”) within a reasonable time after the delivery of all Ads. The Performance Report may include still images and/or video footage (collectively, the “Images”) of individuals. The Advertiser shall not identify or reidentify any individual appearing in the Images, and the Advertiser shall not share any Image with third parties unless it obtains Ads Supernova’s prior written permission in each instance.

Services: Ads Supernova’s services may be performed by affiliates and/or third-party contractors of Ads Supernova.

3. Cancellation and Termination

Unless designated in the IO as non-cancellable, the Advertiser may cancel the entire IO, or any part thereof, with 60 days’ prior written notice to Ads Supernova.

4. Rights

The Advertiser grants Ads Supernova a non-exclusive right and license to display, transmit, and distribute the Ads and Advertiser Materials, including any underlying third-party rights included therein, on the Mobile Screens in connection with the Advertisement Publication. Ads Supernova and applicable third parties may make technical modifications (including resizing) as necessary to conform the Advertiser Materials to the Specifications.

The Advertiser grants Ads Supernova the right to use the Advertiser’s name and/or logo in marketing materials to identify the Advertiser as an advertiser with Ads Supernova. The Advertiser also grants Ads Supernova the right to use images of or including the Advertiser Materials on the Mobile Screens and/or the Ad Metrics (as defined below) for marketing and promotional purposes, including advertising and promotion of the services provided by Ads Supernova in all media. For campaigns operated in other territories, if the Advertiser requires the Advertiser Materials to be removed, Ads Supernova reserves the right to insert advertising content of Ads Supernova or its affiliates for the remainder of the campaign at the Advertiser’s cost.

Ad Metrics: Ads Supernova grants the Advertiser a non-exclusive, nonsublicensable, non-transferable, royalty-free, and revocable right and license to use and access all data related to the performance of the Advertisement Publication, including, without limitation, any report, case study, results, or information created, compiled, analyzed, or derived from such data (the “Ad Metrics”), solely for the Advertiser’s internal purposes. All goodwill associated with the Ad Metrics shall benefit Ads Supernova.

Ownership: Notwithstanding any other provision to the contrary, (i) the Advertiser retains all intellectual property rights in and to the Advertiser Materials, and (ii) all intellectual property rights in or to the Mobile Screens, the software and technology related thereto, the content contained therein (including, without limitation, the Ad Metrics), Ads Supernova’s Confidential Information, any other written information provided by Ads Supernova, and any custom content, including, without limitation, graphics or other media (collectively, “Ads Supernova IP”), are and shall remain the exclusive property of Ads Supernova or its licensors, whether or not specifically recognized or perfected under the laws of the jurisdiction in which the Ads Supernova IP is used or licensed. The Advertiser shall not take any action that jeopardizes Ads Supernova’s or its licensors’ rights, nor attempt to acquire any rights, in the Ads Supernova IP. All rights not expressly granted to the Advertiser with respect to the Ads Supernova IP are reserved by Ads Supernova and its thirdparty licensors.

5. Payment Terms and Conditions

The initial invoice will be sent by Ads Supernova upon completion of the first month’s delivery or within thirty (30) days of the completion of the IO, whichever occurs first. Invoices shall be sent to the Client’s billing address set forth in the applicable IO. All invoices (except for corrections to previously provided invoices) pursuant to the IO will be sent within ninety (90) days of the delivery of all Ads. Ads Supernova will invoice the Advertiser for services provided based on the calendar month with the net cost based on actual delivery, fixed fee, or based on the pro-rated distribution of delivery over the term of the applicable IO, as specified in the applicable IO.

Except for any tax due in relation to Ads Supernova’s income derived from this Agreement, the Advertiser shall be solely responsible for any and all taxes that may arise in connection with this Agreement.

The Advertiser, including its agency, is jointly and severally obligated to pay all amounts due by the invoice date and will remain liable until Ads Supernova receives full payment. Payment by the Advertiser to its agency does not constitute payment to Ads Supernova.

Ads Supernova may charge interest at the rate of 1.5% per month (or the highest rate permitted by law, if lower) on the principal amount of any overdue balance. The Advertiser shall be responsible for all reasonable expenses (including attorney’s fees) incurred by Ads Supernova in collecting any overdue payment.

6. Confidentiality

Definition: As used herein, “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”) that (i) if disclosed orally, is designated as confidential at the time of disclosure, (ii) if disclosed in writing, is marked as “Confidential” and/or “Proprietary,” or (iii) reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including, without limitation, this Agreement (including, without limitation, the pricing and other terms reflected in the IO), the Advertisement Publication, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (1) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party known to the Receiving Party; (2) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any confidentiality obligation; (3) is developed independently by the Receiving Party without reference to the Disclosing Party’s Confidential Information; (4) is received from a third party without breach of any confidentiality obligation known to the Receiving Party; or (5) any information contained in the Ad Metrics.

Obligations: The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the prior written consent of the Disclosing Party, and shall use the same degree of care to protect the Confidential Information as it uses to protect its own confidential and proprietary information, but in no event less than a reasonable degree of care. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to those of its employees and contractors who need to know such information for purposes of fulfilling the Receiving Party’s obligations under this Agreement if the Receiving Party certifies that such employees and contractors have agreed, as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those of this Agreement.

Compelled Disclosure: If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s request and cost, if the Disclosing Party wishes to contest the disclosure.

Breach: If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of the confidentiality obligations herein, the Disclosing Party shall have the right, in addition to any other remedies available, to seek injunctive relief to prevent such acts, being acknowledged by the parties that any other available remedies are inadequate.

7. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH HEREIN, ADS SUPERNOVA PROVIDES ALL AD PLACEMENTS “AS IS” AND “AS AVAILABLE” AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER WRITTEN OR ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES

OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. ADS SUPERNOVA DOES NOT WARRANT CONTINUOUS OR UNINTERRUPTED AD PLACEMENT, ANY NUMBER OF LEADS, OR ANY OTHER PERFORMANCE OR SUCCESS MEASURE. Nothing in this Agreement shall be construed to allow the Advertiser to independently engage in the delivery or tracking of third-party ads or to collect data from or in relation to, the Mobile Screens and the Publication of any Ad. Ads Supernova’s acceptance of an Ad for Publication does not constitute an endorsement of the product or service that is the subject of the Ad or that is offered or provided by the Advertiser.

8. Indemnification

Indemnification by Advertiser: The Advertiser shall indemnify, defend, and hold harmless Ads Supernova and its licensors, and each of their respective employees, officers, directors, and affiliates, from and against any and all claims, actions, demands, suits, penalties, losses, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) incurred by any of them arising from a third-party claim resulting from (i) any Ad or Advertiser Material and any content submitted by the Advertiser to Ads Supernova pursuant to this Agreement (including any claim that any Ad or Advertiser Material infringes any trademark, copyright, or right of privacy or publicity); (ii) the Advertiser’s breach or violation of this Agreement; (iii) the provision or offer of any service or product by the Advertiser to any third party resulting directly or indirectly from the Publication of an Ad; (iv) the Advertiser’s failure to comply with applicable laws; or (v) the Advertiser’s gross negligence, intentional or fraudulent conduct.

Indemnification by Ads Supernova**: Ads Supernova shall indemnify, defend, and hold harmless the Advertiser from and against any and all claims, actions, demands, suits, penalties, losses, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) incurred by the Advertiser arising from a third-party claim resulting from (i) Ads Supernova’s breach of applicable laws, or (ii) Ads Supernova’s gross negligence, intentional or fraudulent conduct.

(c)Indemnification Procedure: An indemnified party shall (i) provide the indemnifying party with written notice of any claim in a timely manner, (ii) grant control of the defense, investigation, and resolution thereof, and (iii) provide all reasonable assistance in connection therewith. The indemnified party may participate in the investigation, trial, defense, and resolution of such claim and any appeals arising therefrom, through its attorneys or otherwise, at its own cost and expense. Notwithstanding the foregoing, no settlement of a claim involving a remedy other than the payment of money by the indemnifying party shall be made without the indemnified party’s consent, which consent shall not be unreasonably withheld or delayed, unless the settlement includes a general and unconditional release of the indemnified party.

9. Limitation of Liability

EXCEPT FOR THIRD-PARTY CLAIMS WITHIN THE SCOPE OF THE ADVERTISER’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING FROM THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, BUSINESS, PROFITS, OR GOODWILL. THE FOREGOING SHALL APPLY REGARDLESS OF THE LEGAL THEORIES AND EVEN IF A PARTY HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH PARTY TO THE OTHER PARTY FOR ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE NET AMOUNT PAID OR PAYABLE TO ADS SUPERNOVA BY THE ADVERTISER PURSUANT TO THIS AGREEMENT.

10. Feedback

The Advertiser is not obligated to provide any suggestions, ideas, enhancement requests, feedback, recommendations, or other information about any service offered or provided by Ads Supernova (“Feedback”). The Advertiser hereby assigns to Ads Supernova all rights, title, and interest

(including, without limitation, intellectual property rights) in and to any Feedback provided by the Advertiser to Ads Supernova and any modifications or derivative works thereof; however, the foregoing shall not apply to the Advertiser Materials or any modifications or derivative works thereof, as provided in Section 2(c). If such assignment cannot be effected, the Advertiser hereby grants to Ads Supernova a royalty-free, worldwide, perpetual license to use or incorporate any Feedback into any service offered or provided by Ads Supernova.

11. Miscellaneous

No Agency: The relationship between the parties is that of independent contractors and no employment, agency, partnership, or joint venture relationship is created under this Agreement.

Governing Law; Jurisdiction: This Agreement and all disputes arising from or in connection with this Agreement or the Advertisement Publication shall be governed by the laws of the State of Florida, without regard to its conflict of laws provisions. Any legal action or proceeding related to this Agreement shall be brought exclusively in the state or federal courts located in MiamiDade, Florida, and each party consents to the jurisdiction thereof.

Notices: All notices related to this Agreement must be in writing and shall be deemed delivered upon receipt by the party to whom the notice is directed. Notices shall be addressed to (i) the Advertiser using the electronic or postal address set forth in the applicable IO to the attention of General Counsel, and (ii) Ads Supernova using the following electronic or postal address: Ads Supernova, Attention: Finance Department, [Address], [Email].

Assignment: The Advertiser may not assign its rights or obligations under this Agreement without Ads Supernova’s prior written consent. Any assignment in violation of the foregoing shall be null and void. This Agreement is binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns.

Third-Party Beneficiaries: This Agreement is entered into solely between, and may be enforced only by, Ads Supernova and the Advertiser, and, subject to the indemnification obligations and limitations of liability herein, this Agreement shall not be deemed to create any obligation, remedy, or liability of one party to any third party (including, without limitation, any customer). No third party shall have the right to bring any claim or enforce any right under this Agreement, and no third party shall be deemed a beneficiary of this Agreement.

Force Majeure: Neither party shall be deemed in breach of this Agreement for any failure or delay in its performance hereunder if such failure is due to causes beyond its reasonable control, including, without limitation, acts of the other party, failure of facilities, act of God, transportation delays, inability beyond its reasonable control to obtain necessary labor or materials, or events such as fires, floods, earthquakes, storms, war, act of public enemy, civil disturbances, and the like, or by any law, rule, regulation, order, or other action by any public authority, whether existing or coming into effect after the date of this Agreement.

Headings: The section headings contained in this Agreement are for convenience only and shall not be considered in its interpretation.

Amendments; Waiver: No amendment to, or waiver of, any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to enforce its rights under this Agreement at any time during any period shall not be construed as a waiver of such rights.

Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions remain in full force and effect and enforceable.

Counterparts: This Agreement may be executed in separate counterparts, each of which shall be an original, but all of which together shall constitute one instrument. This Agreement may be signed by the parties exchanging electronically signed signature pages via fax or any other method indicating an intention to be bound by these terms.

This detailed Terms and Conditions document ensures clarity, legal compliance, and a comprehensive understanding of the relationship between Ads Supernova and its clients.