BY EXECUTING AN ORDER FORM THAT INCORPORATES THESE TERMS AND CONDITIONS, OR BY OTHERWISE INDICATING ACCEPTANCE HEREOF, COMPANY AGREES TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN.

Section 1. Definitions

As used in this Agreement, the following terms shall have the meanings ascribed to them below:

"Additional Restrictions" has the meaning ascribed to it in Section 2.1.

"Ad(s)" means digital advertisements, including, as agreed in an applicable Order Form or by the parties via email, display, banner, native, or video formats, that link to one or more of the Advertised Sites.

"Advertised Sites" has the meaning set forth in an applicable Order Form.

"Advertising Platforms" means third-party platforms, networks, or marketplaces used to purchase or distribute placements of Ads, including (a) as specified in an applicable Order Form, or (b) to the extent not specified on an applicable Order Form, Facebook Ads and Google Ads. Client may approve additional platforms in writing (email sufficing) at any time.

"Affiliate" means, with respect to any legal entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such party, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting shares, by contract, or otherwise.

"Agreement" has the meaning set forth in an applicable Order Form.

"Applicable Law" means all applicable statutes, rules, regulations, and legal requirements in the Territory and any other jurisdictions in which the parties operate, including laws concerning advertising, consumer protection, privacy, data security, and intellectual property, each as may be updated from time to time.

"Audit" has the meaning ascribed to it in Section 3.6.

"Campaign Details" has the meaning set forth in an applicable Order Form.

"Client" means the party designated as such in an applicable Order Form. "Company" means the party designated as such in an applicable Order Form. "Compensation" has the meaning set forth in an applicable Order Form.

"Confidential Information" means all information disclosed by one party to the other party, directly or indirectly, in writing, orally, electronically, or in any other form, that is designated, at or before the time of disclosure, as confidential or proprietary, or that is provided under circumstances reasonably indicating that the information is confidential or proprietary, including, without limitation, trade secrets, business plans, technical data, product ideas, personnel, contract and financial information, and the terms of this Agreement. Notwithstanding the foregoing, Confidential Information does not include information that: (a) is or becomes generally available to the public through no breach of this Agreement or any other agreement by the recipient of the information; (b) is or was known by the recipient of the information at or before the time such information was received from the discloser, as evidenced by the recipient's tangible (including written or electronic) records; (c) is received from a third-party that is not under an obligation of confidentiality to the knowledge of the receiving party with respect to such information; (d) is independently developed by the recipient of the information without reference to the Confidential Information, as evidenced by the recipient's contemporaneous tangible (including written or electronic) records; or (e) is approved for release in advance in writing by the disclosing party, as applicable.

"Costs" means the amounts paid by Client to a third party directly in connection with Service Provider's performance of the Services.

"Creative" means the content of the Ads, including all text, images, graphic, videos, audios, designs, and code that comprise an Ad and are used to communicate Client's marketing message.

"Deliverables" has the meaning set forth in an applicable Order Form.

"DPA" means the Eightpoint Data Processing Addendum, as it may be updated from time to time, available at https://eightpoint.io/legal/data-processing-addendum.pdf or any successor link provided by Eightpoint to Company in writing (email sufficing).

"Eightpoint" means the party designated as such in an applicable Order Form.

"Eightpoint Privacy Policy" means (a) the privacy policy maintained by Eightpoint, as it may be updated from time to time, available at https://eightpoint.io/privacy-policy or any successor link provided by Eightpoint to Company in writing (email sufficing); or (b) such other privacy policy designated by Eightpoint in writing (email sufficing).

"Final Report" has the meaning ascribed to it in Section 3.1.

"Gross Revenue" means the revenue figure displayed in the Final Report, less any adjustments properly made pursuant to Section 3.1.

"Indemnitee" has the meaning ascribed to it in Section 7. "Indemnitor" has the meaning ascribed to it in Section 7.

"Initial Term" has the meaning set forth in an applicable Order Form.

"Intellectual Property Rights" means all worldwide rights in patents, trademarks, copyrights, trade secrets, moral rights, and other intangible property rights, whether registered or unregistered, including all related applications, registrations, and rights to pursue infringement claims.

"Interim Reports" has the meaning ascribed to it in Section 3.1.

"Invalid Traffic" means end-user traffic that (a) fails to meet or exceed the Traffic Quality Requirements, (b) was acquired in connection with the use of any Prohibited Content, (c) was acquired in connection with any breach of this Agreement, or (d) is commingled with a significant percentage of traffic that violates one of the immediately preceding subclauses (a)–(c).

"Malware" means any software, code, or program that is intended to disrupt, damage, or gain unauthorized access to a system or data, including, but not limited to, ransomware, spyware, Trojan, viruses, or worms.

"Monetization Partners" means third-party customers with which Client has contractual privity, including as such may be specified in an applicable Order Form. Client may incorporate additional partners in writing (email sufficing) at any time.

"Order Form" means a form referencing these Terms, entered into between Company and Eightpoint, which sets forth, among other things, the payment terms and term of this Agreement.

"Policies" means, as updated from time to time, all of the following: (a) the Eightpoint Advertising Content Policy, available at https://eightpoint.io/legal/advertising-content-policy/ or any successor link provided by Eightpoint to Company in writing (email sufficing); (b) any policies applicable to the Advertised Sites, Advertising Platforms, or Properties; (c) applicable industry self-regulatory guidelines (e.g., those promulgated by IAB, NAI, and DAA); and (d) any additional policies provided by Eightpoint to Company in writing (email sufficing).

"Profit" shall mean Gross Revenue, collected as a result of Service Provider's performance of the Services under this Agreement, less (i) Costs directly attributable to the generation of such Gross Revenue, and (ii) any losses incurred by Client with respect to the Services in past periods which have not been waived by Client.

"Prohibited Content" has the meaning ascribed to it in Section 2.3.

"Properties" means websites, mobile applications, or other digital environments, except for Advertising Platforms, on which Ads may be placed, whether owned and operated by Service Provider or a third party with which Service Provider has rights to place Ads.

"Renewal Term" has the meaning set forth in an applicable Order Form. "Service Provider" has the meaning set forth in an applicable Order Form. "Services" has the meaning set forth in an applicable Order Form.

"Term" has the meaning set forth in an applicable Order Form. "Territory" has the meaning set forth in an applicable Order Form.

"Third-Party Rights" means any Intellectual Property Rights or privacy, publicity, or other proprietary rights held by any party other than Client, Service Provider, or Affiliates thereof.

"Traffic Quality Requirements" means: (a) the maintenance of a traffic quality score, as measured by Eightpoint or its designated third-party measurement provider, of (i) fifty percent (50%) of the highest achievable number or metric associated with the applicable traffic quality scale, and (ii) no less twenty percent (20%) of the highest achievable number or metric associated with the applicable traffic quality scale for any two (2) or more days in a rolling seven (7) day period; (b) compliance with any quality standards imposed by applicable Monetization Partners; and (c) the provision of access to all accounts and records necessary and useful to determine compliance with (a) and (b) within five (5) days of Eightpoint's request.

Section 2. Performance of the Services

2.1 Scope & Execution

This Agreement sets forth the terms and conditions on which Service Provider will perform the Services with respect to those Properties identified in an applicable Order Form for Client. This Agreement will become effective upon the earlier of (a) the mutual execution of an applicable Order Form, or (b) commencement of the Services by Service Provider in accordance with an applicable Order Form on the terms provided by Eightpoint. Each Order Form will set forth the Campaign Details, Compensation, Services, and any special terms, including creative requirements, reporting protocols, or data use provisions. Company may not, unless approved by Eightpoint in writing, provide any Ad tags or similar materials from Monetization Partners to any third party, including for purposes of sub-syndication. Eightpoint may impose additional restrictions and requirements, including Traffic Quality Requirements, relating to the Ads, one or more Advertised Sites, one or more of the Advertising Platforms, the Creative, end user classes, one or more of the Monetization Partners, or one or more of the Properties by providing written notice to Company (email sufficing) or updating the Terms (the "Additional Restrictions").

2.2 Content & Creative Use

Solely for the purpose of performing, and to the extent necessary to perform, the Services, Client hereby grants to Service Provider a limited, non-exclusive, non-sublicensable (except as expressly provided in this Agreement), royalty-free license, restricted to the geographic scope of the Territory, to use, reproduce, distribute, and publicly display the Creative during the Term of this Agreement. The Creative will be provided in a reasonable time period through a designated portal, via email, or other method reasonably agreed by the parties in writing (email sufficing). Creative may not be altered or used beyond the scope of an applicable Order Form unless otherwise provided in writing. Service Provider may use automated tools to format content for optimal delivery provided that such modifications do not materially change the substance of the Creative. All use of Client's trademarks by Service Provider will inure solely to the benefit of Client. Except as explicitly set forth herein, no license in either party's Intellectual Property is granted and each party shall retain full ownership of its own advertising materials, websites, technologies, and other Intellectual Property Rights.

2.3 Compliance & Restrictions

In performing the Services, Service Provider shall: (a) comply in all respects with the terms and conditions of this Agreement, including but not limited to all applicable Policies, Additional Restrictions, and Traffic Quality Requirements, (b) not send any Invalid Traffic to the Properties, (c) source Deliverables only from within the Territory, (d) comply with the Eightpoint Privacy Policy, and (e) not incorporate into the Ads, the Advertising Platforms, the Creative, the Deliverables, or the Properties, any of the following (collectively, "Prohibited Content"): (i) pop-up or pop-under Ads, or Ads that otherwise interfere with the end user's intended experience on the Properties; (ii) incentivized clicks or pages which require users to complete actions to exit the Ad(s) or Advertised Site(s); (iii) any intermediate page between the Ad and the Advertised Site; (iv) any unauthorized tracking mechanisms such as beacons, cookies, or pixels; (v) any code or implementation intended to mask the true user agent or IP address of an end user, redirect an end user away from an Advertised Site, engage in any cloaking activities, such as hosting Ads or sending end users to Ads provided from Monetization Partners from an unapproved Property or Advertising Platform, or circumvent any measures employed by Client, Eightpoint, or applicable Monetization Partners to detect fraudulent traffic; (vi) any content that violates any term of this Agreement, Additional Restrictions, Applicable Law, the DPA, the Eightpoint Privacy Policy, Policies, Third-Party Rights, or Traffic Quality Requirements or contains Malware.

Section 3. Compensation

3.1 Reporting

Eightpoint will determine the tracking methodology used to measure the Deliverables and the Compensation. Eightpoint will use commercially reasonable efforts to provide Company with updates, whether through email, dashboards, or other forms, on such tracking at reasonable intervals ("Interim Reports"). Company acknowledges that such Interim Reports are for convenience purposes only, non-binding, and subject to change due to a variety of factors including, but not limited to, technical errors, calculation errors, broken or improperly implemented tracking, and Invalid Traffic. Eightpoint will provide final reporting and measurement each month after all relevant reconciliations and adjustments have been made, with such reporting to be provided through email, dashboards, or other forms designated by Eightpoint (the "Final Report"). The Final Report will be determined based solely on Eightpoint's designated tracking systems, records, and methodologies, and shall control for purposes of invoicing, calculation of Compensation, and payment. Eightpoint shall use commercially reasonable efforts to provide the Final Report within fifteen (15) days following the end of each calendar months; provided, however, that Eightpoint reserves the right to update, correct, or alter any Final Report to the extent necessary to reflect amounts charged back, refunded, offset, or withheld by relevant third parties, including with respect to past periods. Eightpoint further reserves the right to charge back, refund, offset, or withhold any amounts paid or payable to Company, including with respect to past periods, that, in Eightpoint's sole discretion, were generated while Company was in violation of any requirement contained in this Agreement, including, without limitation, any restrictions on Advertising Platforms, Monetization Partners, Properties, and the Territory. Further, Eightpoint shall not be liable, and Company shall not be paid, for any amounts (a) generated through Prohibited Content, Invalid Traffic, or any breach of this Agreement, including but not limited to breaches of the Additional Restrictions, or (b) related to end user actions for which Eightpoint did not receive payment from relevant Monetization Partners, regardless of the reason for non-payment.

3.2 Invoicing & Payment

Service Provider shall, within thirty (30) days of the end of each calendar month, invoice Client based on the Final Report for the Compensation earned each month, with payment of such invoices to be due based on the payment terms set forth in an applicable Order Form or net thirty (30) days from date of invoice if no such terms are included in the applicable Order Form.

3.3 Currency

All dollar amounts contemplated in this Agreement shall refer exclusively to United States Dollars.

3.4 Taxes

All payments from Client will be inclusive of all sales, use, service, occupation, personal property, value-added and excise taxes, and any other fees, duties, assessments, or taxes that may be assessed or levied by any taxing authority for Client's use of the Services, excluding any taxes based on Service Provider's income.

3.5 Disputes

In the event that Company disputes Eightpoint's calculation of any Compensation, it must provide written notice of such dispute within ten (10) days after the issuance of the Final Report. Upon timely notice of a submission of a notice of dispute pursuant to this Section 3.5, the parties will work in good faith to resolve this dispute for a period of thirty (30) days. If no resolution has been reached at the end of such period, the parties agree to submit the dispute to a mediator, to be selected by Eightpoint, that is located within the jurisdiction specified in an applicable Order Form. The Final Report will control and Company waives any further right to challenge or dispute any such amounts if Company does not provide Eightpoint with a timely notice of dispute.

3.6 Audit

Each party shall each maintain all necessary records during the Term of this Agreement and for a period of six (6) months thereafter to permit the other party to audit, at the initiating party's sole cost and expense, not more than twice per annum, such party's records for the purpose of determining compliance with this Agreement (the "Audit") and specifically excluding all other records. Each party agrees to provide all cooperation reasonably requested by the auditing party. A party seeking to initiate an Audit shall provide reasonable advance notice of the Audit to the other party. In the event the Audit discloses any discrepancy in the Compensation that should have been paid to the Service Provider hereunder, the party benefiting from such discrepancy shall, within thirty (30) days, correct such discrepancy.

Notwithstanding anything to the contrary, Eightpoint's records regarding its determination of Prohibited Conduct, Invalid Traffic, or breach under Section 3.1 of this Agreement will not be subject any Audit, and no documentation thereof will be provided in any case.

Section 4. Suspension, Termination, & Survival

4.1 Suspension of Services

Either party may suspend performance of this Agreement at any time upon two (2) days prior written notice to the other.

4.2 Mutual Termination

Either party may terminate this Agreement or any applicable Order Form for any reason upon one (1) day prior written notice to the other party hereto. Either party may terminate this Agreement at any time with immediate effect if the other party materially breaches this Agreement or files a petition for bankruptcy or an assignment for the benefit of its creditor or has a petition for bankruptcy filed against it which is not dismissed within thirty (30) days of such filing.

4.3 Termination by Client

Client may terminate this Agreement with immediate effect if (a) Service Provider materially breaches its obligations set forth in an applicable Order Form or Sections 2.2 or 2.3 of these Terms, or (b) Client's agreement with one or more of the applicable Monetization Partners or Advertising Platforms is terminated for any reason.

4.4 Effect of Termination

Upon termination or expiration of this Agreement for any reason, (a) both parties will return or destroy all Confidential Information of the other party and all copies thereof, and (b) Client will pay any undisputed amounts accruing to Service Provider under this Agreement prior to such termination or expiration under the payment terms set forth in this Agreement.

4.5 Survival

Sections 1, 3.1, 3.5, 3.6, 4.5, Section 5, Section 7, Section 8, Section 9, Section 10, 11.6, 11.9, 11.11, and any other terms that, by their nature, should survive this Agreement, including such terms contained in an applicable Order Form, will survive any expiration or earlier termination of this Agreement or applicable Order Form. Nothing contained in this Section 4 will limit either party's right to seek and obtain any other remedies available to such party under this Agreement, at law, or in equity.

Section 5. Confidentiality

5.1 Mutual Obligations

Each Party will hold all Confidential Information of the other Party in strict confidence and will not disclose any Confidential Information to any third party. The Parties will disclose the Confidential Information of the other Party only to its respective employees, contractors, and agents who need to know such information for the purposes of performing their respective obligations under this Agreement and who are bound in writing by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. Neither party will use any Confidential Information of the other party for the benefit of itself or any third-party or for any purpose other than performing its obligations under this Agreement. Each party will use the same degree of care that it uses to protect its own confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Confidential Information of the other party.

5.2 Compelled Disclosure

In the event that the recipient receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena or order issued by a court of competent jurisdiction, pursuant to legal or regulatory requirement, governmental order, or under a civil investigative demand or similar process, the recipient agrees (a) to promptly notify the disclosing party of the existence, terms and circumstances surrounding such a request, where lawfully able to do so, and (b) if the recipient is, in the opinion of its counsel, compelled to disclose a portion of the Confidential Information, the recipient may disclose that portion of the Confidential Information that its counsel advises that it is compelled to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed.

Section 6. Representations & Warranties

6.1 Mutual Representations & Warranties

Each party represents and warrants to the other that: (a) such party has the full corporate right, power, and authority to enter into this Agreement and to perform the acts required of it hereunder; (b) the execution of this Agreement by such party, and the performance of its obligations and duties hereunder, do not and will not violate any agreement to which such party is bound; (c) it has all necessary rights to perform its obligations contained herein, including any licenses, permissions, or consents required by Applicable Law or agreements with third parties; (d) it will comply with all Applicable Law, Additional Restrictions, and Policies in performing its respective obligations and exercising its rights hereunder; (e) it will comply at all times with the DPA and maintain reasonable technical and organizational safeguards consistent with its obligations thereunder; and (f) to the extent such party develops Creative under this Agreement, (i) it owns or has secured all rights necessary to use and authorize the use of the Creative in the Ads as contemplated herein, (ii) the Creative complies with all Applicable Law and Policies, (iii) the Creative will comply with any reasonable trademark guidelines developed or provided by Client in writing (email sufficing, and (iv) the Creative does not infringe or misappropriate any Third-Party Rights or contain any Prohibited Content.

6.2 Client's Representations & Warranties

Client represents and warrants to Service Provider, as applicable, that: (a) if Client owns the Advertised Sites, then the Advertised Sites are compliant with all Applicable Law and Policies and free of Malware and Prohibited Content; and (b) if Client does not own the Advertised Sites, then (i) Client has the valid right to link to such sites and advertise the products and services offered thereon as contemplated in this Agreement, and (ii) to the best of Client's knowledge, the Advertised Sites are compliant with all Applicable Law and Policies and free of Malware and Prohibited Content.

6.3 Service Provider's Representations & Warranties

Service Provider represents and warrants to Client, as applicable, that: (a) if Service Provider is placing Ads on Properties owned by Service Provider, then the Properties are compliant with all Applicable Law and Policies and free of Malware and Prohibited Content; (b) if Service Provider is placing Ads on Properties that it does not own, then (i) Service Provider has the valid right to place Ads on such sites as contemplated in this Agreement, and (ii) to the best of Service Provider's knowledge, the Advertised Sites are compliant with all Applicable Law and Policies and free of Malware and Prohibited Content; and (c) if Service Provider is purchasing Ads through one or more Advertising Platforms, then (i) it has the authority to do so, either directly or through lawful relationships with such Advertising Platforms, (ii) it will comply with all Applicable Law and Policies, specifically including and Advertising Platform-specific terms, rules, regulations, policies, or other governing documents, and (iii) it will ensure reasonable brand safety and transparency regarding placements.

Section 7. Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party, its Affiliates, agents, representatives, successors and assigns from and against any third-party claims, suits, proceedings, demands, or actions and any damages, losses, costs, expenses, or settlement fees incurred in connection therewith (including reasonable attorneys' fees and costs arising out of or relating to: (a) any breach or alleged breach by such party of its representations, warranties, or covenants provided for in this Agreement; (b) such party's bad faith, gross negligence, or willful misconduct. An indemnitee under this Section 7 (an "Indemnitee") must (c) promptly notify the indemnitor (an "Indemnitor") in writing of any facts that may give rise to a claim for indemnification under this Agreement (provided, however, that any delay in notification will not relieve the Indemnitor of its obligations hereunder except to the extent that the delay impairs its ability to defend); (x) provide the Indemnitor with reasonable information, assistance, and cooperation in defending the lawsuit or proceeding (at Indemnitor's expense, to the extent of any out-of-pocket expenses); and (y) give the Indemnitor full control and sole authority over the defense and settlement of such claim, subject to Indemnitee's approval of any such settlement, which approval will not be unreasonably delayed or withheld.

Section 8. Disclaimer & Limitation of Liability

8.1 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMPANY HEREBY ACKNOLWEDGES AND AGREES THAT ANY ADS, ADVERTISED SITES, CREATIVE, DELIVERABLES, PROPERTIES, OR SERVICES PROVIDED OR MAINTAINED BY EIGHTPOINT PURSUANT TO THIS AGREEMENT AND ANY APPLICABLE ORDER FORM ARE PROVIDED TO COMPANY ON AN "AS IS", "WHERE IS", "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS. ALL WARRANTIES OF ANY KIND—EXPRESS, IMPLIED, OR STATUTORY—RELATED TO THE ADS, ADVERTISED SITES, CREATIVE, DELIVERABLES, PROPERTIES, OR SERVICES PROVIDED OR MAINTAINED BY EIGHTPOINT PURSUANT TO THIS AGREEMENT ARE HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. EIGHTPOINT MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH ITS PERFORMANCE OF ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT.

8.2 Limitation of Liability

EXCEPT WITH RESPECT TO (A) A BREACH OF Section 5, (B) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER Section 7, OR (C) EITHER PARTY'S BAD FAITH, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, (X) UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE OR THE PARTY HAS BEEN ADVISED OR HAS CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM SUCH PARTY'S PERFORMANCE OR NON-PERFORMANCE PURSUANT TO ANY PROVISION OF THIS AGREEMENT OR THE OPERATION OF SUCH PARTY'S BUSINESS, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS; AND (Y) EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER PARTY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, INDEMNITY, OR OTHERWISE), WILL BE LIMITED TO AN AMOUNT EQUAL TO THE COMPENSATION PAID AND PAYABLE UNDER THE COMMERCIAL TERMS OF THIS AGREEMENT FOR THE IMMEDIATELY PRECEDING SIX (6) CALENDAR MONTHS.

Section 9. Intellectual Property & Publicity

Each Party (or its Affiliates) owns and retains all Intellectual Property Rights in and to the Ads, Advertised Sites, Creative, Properties, and Services owned, operated, or maintained by such Party (or its Affiliates). Notwithstanding the foregoing, Company hereby grants Eightpoint a non-exclusive, royalty-free, worldwide license to use Company's name, logo, and trademarks, subject to reasonable trademark guidelines that may be provided by Company, and to identify Company as a customer or vendor, as applicable, in Eightpoint's marketing and promotional materials, including websites, customer lists, press releases, and case studies; provided, however, that Eightpoint will not suggest Company's endorsement without prior written approval (email sufficing) and Company may revoke this license on written notice for future use. All rights not expressly granted in this Agreement are reserved.

Section 10. Non-Solicitation & Non-Disparagement

10.1 Non-Solicitation

Company agrees that during the Term and for a period of six (6) months thereafter, Company shall not, directly or indirectly, itself or on behalf of any affiliate or third party, solicit, induce, recruit, or encourage: (a) any of Eightpoint's employees, consultants, or contractors to leave their employment or take away such persons or entities for any business purpose; and (b) any of Eightpoint's business relationships to end or negatively alter such relationships with Eightpoint.

10.2 Non-Disparagement

Company agrees that, during the term of this Agreement and for a period of three (3) years thereafter, it will not defame, disparage, or make false statements that could embarrass or cause harm to Eightpoint's, or any of its Affiliates', name or reputation to any third party, including any press or media.

Section 11. General

11.1 Independent Contractors

The relationship of Eightpoint and Company established by this Agreement is that of independent contractors, and nothing contained in herein will create or be construed to create any partnership, joint venture, agency, franchise, sales representative, employment, or fiduciary relationship between the parties. Company has no authority to create or assume in Eightpoint's name or on its behalf any obligation, express or implied, or to act or purport to act as its agent or representative for any purpose whatsoever.

11.2 Updates

Eightpoint may modify or update these Terms at any time by posting an updated version to its website or other publicly accessible location identified in the Order Form. It is Company's responsibility to review the Terms periodically for changes. Continued performance of this Agreement after any such update constitutes Company's acceptance of the updated Terms.

11.3 Assignment

Company may not assign or transfer this Agreement, in whole or in part, without the prior written consent of Eightpoint, and any attempt to do so without such consent shall be null and void. Eightpoint may assign or transfer this Agreement freely. Each party may, upon notice to the other party, assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

11.4 Successors & Assigns

This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns.

11.5 Notices

All notices required or permitted under this Agreement shall be in writing and deemed effective upon transmission if sent by email, provided that no bounce-back or error notification is received. Notices to Eightpoint shall be sent to legal@eightpoint.io, unless otherwise specified in writing. Notices to Company shall be sent to the email address specified in the applicable Order Form. Either party may update its notice address by email.

11.6 Waiver

Failure to insist on strict compliance with any of the terms, promises, or conditions in this Agreement shall not be deemed a waiver of such term, promise, or condition, and no waiver of any right, remedy, or provision of this Agreement shall be effective unless in writing and signed by the waiving party. A waiver of any breach shall not be deemed a waiver of any other or subsequent breach.

11.7 Severability

If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any Applicable Law, such provision shall be deemed modified to the minimum extent necessary to render it enforceable, the remaining provisions shall remain in full force and effect and the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.

11.8 Entire Agreement; Precedence

This Agreement, including the applicable Order Form(s), these Terms, the Data Processing Addendum (DPA), and any incorporated policies or addenda, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, and communications, oral or written. In the event of any conflict or inconsistency among the documents, the following order of precedence shall apply (from highest to lowest): (a) the DPA, (b) the applicable Order Form, (c) these Terms, (d) any applicable Policies, and (e) any other documents or exhibits incorporated by reference.

11.9 Recovery of Fees by Prevailing Party

In any legal action or proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses (including expert witness fees) in addition to any other relief to which it may be entitled. For purposes of this clause, the prevailing party shall include (a) a party that receives a favorable final judgment on the merits in its favor, (b) obtains a dismissal or voluntary withdrawal of the opposing party's claim, whether with or without prejudice, as a result of settlement or motion practice and regardless of whether such dismissal or withdrawal is done unilaterally or through stipulated order, (c) is the subject of an action that is dismissed for lack of jurisdiction, improper venue, or other procedural issues not involving the merits, solely with respect to such action.

11.10 Force Majeure

Neither party shall be liable for any failure or delay in performance, except with respect to its payment obligations hereunder, due to causes beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, riots, labor disputes, governmental actions, network or utility failures, or interruption of internet services. The affected party shall promptly notify the other party and use commercially reasonable efforts to resume performance.

11.11 Equitable Relief

Each party acknowledges that a breach or threatened breach of its obligations relating to confidentiality, intellectual property, non-solicitation, or non-disparagement may cause irreparable harm for which monetary damages may be inadequate. Accordingly, each party agrees that the non-breaching party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity, without the necessity of posting bond or proving actual damages.