Terms and Conditions

Telling Media Ltd.

INSERTION ORDER TERMS AND CONDITIONS

1. OWNERSHIP, RIGHTS AND LICENSES. (a) Publisher, Network, Agent or Talent (the “Publisher”) acknowledges and agrees that, as between Publisher and Agency, Agency owns all rights, title and interest in and to any and all copyrights, trademarks and other proprietary and intellectual property rights in and to all elements, content and materials that Agency provides or licenses to Publisher in connection with this Insertion Order (the “IO”), including but not limited to Advertiser’s trademarks, copy or talking points (the “Agency Materials”). Agency grants to Publisher a limited, non-exclusive, non-transferable license to utilise the Agency Materials solely in connection with Publisher promoting Advertiser’s products/services in Publisher’s media as set forth in the Insertion Order (the “Integration”). (b) Agency acknowledges and agrees that, as between Agency and Publisher, Publisher owns all rights, title and interest in and to any and all copyrights, trademarks and other proprietary and intellectual property rights in and to Publisher’s media incorporating the Integration, except for any Agency Materials incorporated therein (the “Media”).

2. PAYMENT. Publisher shall be paid the fees as set forth in the IO. All fees are payable in GBP. Unless otherwise set forth by Agency on the IO, Publisher agrees to hold Agency liable for payments solely to the extent Agency has received payment from Advertiser for Integrations placed in accordance with the IO. For amounts not received by the Agency, the Publisher agrees to hold Advertiser solely liable. Agency agrees to make every reasonable effort to collect payment from the Advertiser on a timely basis.

3. TERM & TERMINATION: These conditions are made clear in the individual Insertion Order documents pertaining to the campaign deliverables and agreements between Publisher and Agency for delivery of Media. These Terms & Terminations are part of the Terms & Conditions herein.

4. CHANGES TO THE INSERTION ORDER: These conditions are made clear in the individual Insertion Order documents pertaining to the campaign deliverables and agreements between Publisher and Agency for delivery of Media. For avoidance of doubt all changes must be agreed in writing by all parties. These Changes To The Insertion Order are part of the Terms & Conditions herein

5. REPRESENTATIONS AND WARRANTIES. Publisher represents and warrants that: (i) Publisher has the full right, power and authority to enter into and fully perform Publisher’s obligations under this IO and to grant all rights and privileges under this IO; (ii) Publisher is not a party to any agreement (whether oral or written) and is not subject to any disability that will or may prevent or interfere with Publisher’s execution of this IO; (iii) the Media and all other content incorporated therein or distributed in conjunction therewith, save for the Agency Materials (the “Publisher Content”), shall be Publisher’s original creation (or shall otherwise be properly licensed) and shall not infringe upon or violate the personal or property rights or any other rights of any person or entity (including, without limitation, the rights of copyright, trademark, privacy and publicity) or contain any element or material that in any manner constitutes libel, slander or defamation of any person or entity; and (iv) Publisher shall comply with all applicable laws, rules and regulations in performing its obligations and exercising its rights hereunder, including current standards and guidelines outlined by the ASA, FTC or local market equivalent.

6. INDEMNIFICATION. (a) Publisher agrees to indemnify and hold Agency and Advertiser, and each of their respective affiliates, subsidiaries, successors, assigns, licensees, officers, directors and employees (collectively, “Agency Indemnitees”) harmless from and against any liabilities, losses, damages, judgments, fines, penalties and expenses (including reasonable outside attorneys’ fees and litigation costs) resulting from any claim, suit, investigation or proceeding brought against an Agency Indemnitee by any third party arising or resulting from (i) Publisher’s breach of any representation, warranty, covenant or obligation contained in this IO; (ii) any allegation that the Publisher Content misappropriates or infringes upon any intellectual property rights of a third party; (iii) Publisher’s gross negligence or willful misconduct by in its performance under this IO; or (iv) Publisher’s exploitation of Publisher Content. Publisher shall provide assistance and information to Agency as reasonably required by Agency in defending any claim, suit, investigation or proceeding. (b) Agency agrees to indemnify, defend and hold Publisher harmless from and against any liabilities, losses, damages, judgments, fines, penalties and expenses (including reasonable outside legal fees and litigation costs) resulting from any claim, suit, investigation or proceeding brought against Publisher by any third party arising or resulting from Agency’s gross negligence or willful misconduct in its performance under this IO.

7. LIMITATION OF LIABILITY. EXCEPT FOR BREACHES CONFIDENTIALITY AND EACH PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOST DATA OR PROFITS, OR COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EACH PARTY’S LIABILITY FOR DAMAGES ARISING OUT OF, RELATING TO OR IN ANY WAY CONNECTED WITH THIS IO SHALL NOT EXCEED THE AMOUNT PAYABLE BY AGENCY UNDER THIS IO.

8. CONFIDENTIALITY. Each party (a “Receiving Party”) may obtain information relating to the other party (a “Disclosing Party”), or its customers’, business which is of a confidential and proprietary nature (“Confidential Information”). Such Confidential Information may include, but is not limited to, financial information, product and service pricing structures, business, sales and/or marketing plans, sales data, analytics, technology, software and any other information which the Receiving Party knows or has reason to know is, or which by its nature would reasonably be considered to be, confidential or proprietary information of the Disclosing Party. The parties agree that the terms and conditions of this IO shall be deemed Confidential Information. The Receiving Party shall use the Confidential Information solely as necessary to perform its obligations under this IO and shall not disclose Confidential Information to any third party except to those of its employees, agents, professional advisors or contractors who have a need to know such Confidential Information in connection with the Receiving Party’s obligations under this IO, and provided such parties are bound by confidentiality obligations at least as restrictive as those set forth herein. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information if required by law or any judicial or governmental request, requirement or order; provided that the Receiving Party takes reasonable steps to give the Disclosing Party sufficient prior notice so that the Disclosing Party may contest such request, requirement or order.

9. MISCELLANEOUS. This IO will be governed by and construed in accordance with the laws of England & Wales without regard to its conflict of laws provisions. Each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales over any claim, dispute or matter arising under or in connection with this Agreement or its enforceability or the legal relationships established by this Agreement (including non-contractual disputes or claims) and waives any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum. The parties hereunder are independent contractors. Except as expressly provided herein, neither party will have any right to assume, create, or incur any expense, liability, or obligation, express or implied, on behalf of the other party. This IO is not intended, nor will it be construed as a joint venture, association, partnership or other form of a business organization or agency relationship. Publisher is not eligible for any Agency benefit plans or insurance coverage and is solely responsible for all applicable taxes incurred while performing services hereunder. If any provision or part of a provision in this IO is held to be illegal, invalid, or unenforceable by a court of competent jurisdiction, then the remainder of the provision will be enforced so as to effect the intention of the parties, and the validity and enforceability of all other provisions in this IO will not be affected or impaired. Publisher may not assign this IO, in whole or in part, without the Agency’s prior written consent. This IO may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

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