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NONPROFIT NOVEMBER: SEE YOUR AD IN TIMES SQUARE ON NATIONAL PHILANTHROPY DAY
(NOV 15) AND GIVING TUESDAY (NOV 30)
STARTING AT $25 PER PLAY

42nd and 7th Placement
43rd and Broadway Placement
43rd and 7th Placement
42nd and 7th Placement
43rd and Broadway Placement
43rd and 7th Placement
42nd and 7th Placement
43rd and Broadway Placement

“Rescue + Freedom Project used the Five Tier placement as part of our Giving
Tuesday campaign. They offered an incredible deal for a program that included a
placement in Times Square. We had a huge increase on social media, as well as
100+ new users to our website from NYC that day… We were astonished that an
animal rescue organization was able to have this kind of reach… DEFINITELY
RECOMMEND!”

AVAILABLE PACKAGES

THE SOCIAL

Includes:

* 20 Featured plays in the heart of Times Square on 42nd and 7th.
* Align with a National Day Promotion, show support for a cause, and earn in
return.
* Grab a picture to share on social media for added engagement and traffic.

$500.00 Add to Cart

10 remaining

THE PROMOTER *MOST POPULAR

Includes:

* 100 fifteen second plays on a Premium billboard within Times Square.
* Promote a Product, Service, or Cause on the most iconic screens in the world.
* Grab a picture to share on social media for added engagement and traffic.

$2,500.00 Add to Cart

3 remaining

THE PUBLICIST

Includes:

* 100 fifteen second plays on two Premium billboard locations within Times
Square.
* Promote a Product, Service, or Cause on the most iconic screens in the world.
* Proof of purchase images are included to share on social media for added
engagement and traffic.

$5,000.00 Add to Cart

5 remaining

THE TITLEIST

Includes:

* 400 fifteen second Plays on Premium billboard locations within Times Square.
* Best performing and most exclusive offering leaves a lasting impression.
Ideal for companies launching a new product line or initiative.
* Proof of purchase images are included to share on social media for added
engagement and traffic.
* Press Release with notification of Titleist Sponsor for selected day.

$10,000.00 Add to Cart

1 available

ADD-ONS

Creative Assistance or Optimization

$250.00 Add to Cart

Basic Photography and Video for Social Media

$100.00 Add to Cart

See your brand featured on the NBC and ABC Family of Networks on Connected TV or
be featured on Digital Radio Providers such as Spotify and Apple Podcast on
Connected Radio with packages starting at just $500.

HAVE ANY QUESTIONS?

Or have a special request? Book a meeting with one of our takeover experts.

Book a Meeting Now

FREQUENTLY ASKED QUESTIONS

OK, I WANT TO MOVE FORWARD, WHAT ARE THE NEXT STEPS?

Great! We are excited to have you on board (no pun intended)! Next steps and
timing for each are as follows:

1. Reserve your placement using payment link above.

2. An account manager will be in touch within one business day, if we haven’t
connected already. Your account manager will:
a. Review your placements with you
b. Go over any targeting requests
c. Discuss preferred tracking and reporting
d. Request creative materials and any guidelines

WHAT OTHER MEDIA PROGRAMS DO YOU OFFER?

We have similar programs for ConnectedTV Video Ads, online banner advertising,
streaming audio, and nearly every other type of media you can think of
(including promotional gifting.) Imagine someone sees your billboard, comes to
your store, buys more product than anyone else ever has, and two days after
purchase they receive a “thank you” gift in the mail? (then they post to Social
Media and tell all of their friends…) This is the premise of Five Tier’s
Connected MediaTM solution, and we can manage the entire program for you!

ARE YOU AN AGENCY?

No, we are a platform that was born out of an agency (we’re not about the agency
life anymore!) We built Five Tier to be a better solution - the best solution -
and have spent the last six years building relationships with media owners, data
and distribution companies while perfecting the platform and model.

WHAT IF I DON'T HAVE CREATIVE?

We can provide creative support in a basic capacity to get your program up and
running! If you need more in-depth creative support, we can connect you with a
partner or point you in the direction of more extensive creative resources.

I’M INTERESTED, BUT I HAVE MORE QUESTIONS.

Great! We’re excited to answer your questions!

Click here to book a time to speak:
https://calendly.com/fivetierbd/monthly-billboard-program

Or email us at bd@fivetier.com

Or call us on 844.282.4376

We are based in NYC if you want to schedule a visit with locations popping up
around the globe! (really, we’re in almost every time zone at this point - have
any friends in Helsinki that might interested in some placements? :))

DO YOU HAVE AN AFFILIATE/REFERRAL/AGENCY PROGRAM?

YES! WE LOVE AND APPRECIATE PARTNERS AND REFERRALS! If you are signing up for a
placement and know some other people that might be interested, we’re always
happy to tack on a few extra plays and TLC (Tender Loving Care.) If you’d prefer
a discount or commission we can certainly do that too however for clients we’ve
found that partnering to grow each others business - your referrals turns into
growth for us, our additional plays or TLC results in your business growing
further as well - works better. If you are an individual or an agency looking to
increase your revenue by growing your client or service base as a reseller -
let’s chat. We have basic commission opportunities between 10-20% of each gross
sale based on volume and more extensive recommendations when it comes to adding
markup as a program specialist. You can book time to chat or contact us through
the above methods.

FIVE TIER IN THE PRESS

“Five Tier is tying digital marketing into the physical world.”

TRUSTED BY 1000+ BUSINESSES

WELL HELLO THERE!

ONE LAST THING (AND ONE BONUS QUESTION!)

GREAT! THANK YOU! WE WILL BE IN TOUCH!

×
Thank you for using our quote wizard! Just a few questions:

What are you looking to accomplish?

Are there particular programs you are interested in?

What is your geographic focus?

Do you have a budget in mind?

Is there a timeline for moving forward?

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Please tell us how to get you your information :)

Anything else to add?

First Name
Last Name

Company or Organization Name

Email Address

Telephone Number

Step 2 of 2
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Someone from our team will be in touch with you within the next business day.

Need help more urgently?

Please use the chat widget on the lower right hand corner of this page for the
fastest response, email us at info@fivetier.com, or call us at 844.282.4376!

(the chat widget is the fastest :) )
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WE LOOK FORWARD TO HELPING YOU!

Five Tier is headquartered in New York City with team members, clients, and
partners around the world.

Please use the chat widget on the lower right hand corner of this page for the
fastest response, email us at info@fivetier.com, or call us at 844.282.4376!
(the chat widget is the fastest :) )

Have a program that you're looking for us to quote?
Use the Request a Quote button!
You can find the button in the upper right corner of this page.

We make every effort to respond to all inquiries within one business day.
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MASTER SUBSCRIPTION AGREEMENT

THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES. IF YOU REGISTER
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BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE
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COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND
SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE
TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO
NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS,
YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

You may not access the Services if You are Our direct competitor, except with
Our prior written consent. In addition, You may not access the Services for
purposes of monitoring their availability, performance or functionality, or for
any other benchmarking or competitive purposes.

This Agreement was last updated on March 27, 2020. It is effective between You
and Us as of the date of You accepting this Agreement.

1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled
by, or is under common control with the subject entity. “Control,” for purposes
of this definition, means direct or indirect ownership or control of more than
50% of the voting interests of the subject entity.

“Agreement” means this Master Subscription Agreement.

“Beta Services” means Our services that are not generally available to
customers.

“Content” means information obtained by Us from Our content licensors or
publicly available sources and provided to You pursuant to an Order Form.

“Documentation” means Our online user guides, documentation, and help and
training materials, as updated from time to time, accessible via fivetier.com or
login to the applicable Service.

“Malicious Code” means code, files, scripts, agents or programs intended to do
harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Non-fivetier.com Applications” means a Web-based or offline software
application that is provided by You or a third party and interoperates with a
Service, including, for example, an application that is developed by or for You
or by a similar designation.

“Order Form” means an ordering document specifying the Services to be provided
hereunder that is entered into between You and Us or any of Our Affiliates,
including any addenda and supplements thereto. By entering into an Order Form
hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if
it were an original party hereto.

“Purchased Services” means Services that You or Your Affiliate purchase under an
Order Form, as distinguished from those provided pursuant to a free trial.

“Services” means the products and services that are ordered by You under a free
trial or an Order Form and made available online by Us, including associated
offline components. “Services” exclude Content and Non-fivetier.com
Applications.

“User” means an individual who is authorized by You to use a Service, for whom
You have ordered the Service, and to whom You (or We at Your request) have
supplied a user identification and password. Users may include, for example,
Your employees, consultants, contractors and agents, and third parties with
which You transact business.

“We,” “Us” or “Our” means the fivetier.com company described in Section 13 (Who
You Are Contracting With, Notices, Governing Law and Jurisdiction).

“You” or “Your” means the company or other legal entity for which you are
accepting this Agreement, and Affiliates of that company or entity.

“Your Data” means electronic data and information submitted by or for You to the
Purchased Services or collected and processed by or for You using the Purchased
Services, excluding Content and Non-fivetier.com Applications.

“Marketplace” means an online directory, catalog or marketplace of applications
that interoperate with the Services, and any successor websites.

2. FREE TRIAL

If You register on our website for a free trial, We will make one or more
Services available to You on a trial basis free of charge until the earlier of
(a) the end of the free trial period for which you registered to use the
applicable Service(s), or (b) the start date of any Purchased Service
subscriptions ordered by You for such Service(s). Additional trial terms and
conditions may appear on the trial registration web page.

Any such additional terms and conditions are incorporated into this Agreement by
reference and are legally binding.

ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE
SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS
YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL,
PURCHASE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL
PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE
TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL;
THEREFORE, IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED
BY THE TRIAL, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD OR
YOUR DATA WILL BE PERMANENTLY LOST.

NOTWITHSTANDING SECTION 9 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND
DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT
ANY WARRANTY.

3. OUR RESPONSIBILITIES

3.1 Provision of Purchased Services. We will (a) make the Services and Content
available to You pursuant to this Agreement and the applicable Order Forms, (b)
provide Our standard support for the Purchased Services to You at no additional
charge, and/or upgraded support if purchased, and (c) use commercially
reasonable efforts to make the online Purchased Services available 24 hours a
day, 7 days a week, except for: (i) planned downtime (of which We shall give at
least 8 hours electronic notice and which We shall schedule to the extent
practicable during the weekend hours between 6:00 p.m. Friday and 3:00 a.m.
Monday Pacific time), and (ii) any unavailability caused by circumstances beyond
Our reasonable control, including, for example, an act of God, act of
government, flood, fire, earthquake, civil unrest, act of terror, strike or
other labor problem (other than one involving Our employees), Internet service
provider failure or delay, Non-fivetier.com Application, or denial of service
attack.

3.2 Protection of Your Data. We will maintain administrative, physical, and
technical safeguards for protection of the security, confidentiality and
integrity of Your Data. Those safeguards will include, but will not be limited
to, measures for preventing access, use, modification or disclosure of Your Data
by Our personnel except (a) to provide the Purchased Services and prevent or
address service or technical problems, (b) as compelled by law in accordance
with Section 8.3 (Compelled Disclosure) below, or (c) as You expressly permit in
writing.

3.1 Our Personnel. We will be responsible for the performance of Our personnel
(including Our employees and contractors) and their compliance with Our
obligations under this Agreement, except as otherwise specified herein.

3.2 Beta Services. From time to time, We may invite You to try Beta Services at
no charge. Beta Services are for evaluation purposes and not for production use,
are not considered “Services” under this Agreement, are not supported, and may
be subject to additional terms. Unless otherwise stated, any Beta Services trial
period will expire upon the earlier of one year from the trial start date or the
date that a version of the Beta Services becomes generally available. We may
discontinue Beta Services at any time in Our sole discretion and may never make
them generally available. We will have no liability for any harm or damage
arising out of or in connection with a Beta Service.

4. USE OF SERVICES AND CONTENT

4.1 Subscriptions. Unless otherwise provided in the applicable Order Form, (a)
Services and Content are purchased as subscriptions, (b) subscriptions may be
added during a subscription term at the same pricing as the underlying
subscription pricing, prorated for the portion of that subscription term
remaining at the time the subscriptions are added, and (c) any added
subscriptions will terminate on the same date as the underlying subscriptions.

4.2 Usage Limits. Services and Content are subject to usage limits, including,
for example, the quantities specified in Order Forms. Unless otherwise
specified, (a) a quantity in an Order Form refers to Users, and the Service or
Content may not be accessed by more than that number of Users, (b) a User’s
password may not be shared with any other individual, and (c) a User
identification may be reassigned to a new individual replacing one who no longer
requires ongoing use of the Service or Content. If You exceed a contractual
usage limit, We may work with You to seek to reduce Your usage so that it
conforms to that limit. If, notwithstanding Our efforts, You are unable or
unwilling to abide by a contractual usage limit, You will execute an Order Form
for additional quantities of the applicable Services or Content promptly upon
Our request, and/or pay any invoice for excess usage in accordance with Section
6.2 (Invoicing and Payment).

4.3 Your Responsibilities. You will (a) be responsible for Users’ compliance
with this Agreement, (b) be responsible for the accuracy, quality and legality
of Your Data and the means by which You acquired Your Data, (c) use commercially
reasonable efforts to prevent unauthorized access to or use of Services and
Content, and notify Us promptly of any such unauthorized access or use, (d) use
Services and Content only in accordance with the Documentation and applicable
laws and government regulations, and (e) comply with terms of service of
Non-fivetier.com Applications with which You use Services or Content.

4.4 Usage Restrictions. You will not (a) make any Service or Content available
to, or use any Service or Content for the benefit of, anyone other than You or
Users, (b) sell, resell, license, sublicense, distribute, rent or lease any
Service or Content, or include any Service or Content in a service bureau or
outsourcing offering, (c) use a Service to store or transmit infringing,
libelous, or otherwise unlawful or tortious material, or to store or transmit
material in violation of third-party privacy rights, (d) use a Service to store
or transmit Malicious Code, (e) interfere with or disrupt the integrity or
performance of any Service or third-party data contained therein, (f) attempt to
gain unauthorized access to any Service or Content or its related systems or
networks, (g) permit direct or indirect access to or use of any Service or
Content in a way that circumvents a contractual usage limit, (h) copy a Service
or any part, feature, function or user interface thereof, (i) copy Content
except as permitted herein or in an Order Form or the Documentation, (j) frame
or mirror any part of any Service or Content, other than framing on Your own
intranets or otherwise for Your own internal business purposes or as permitted
in the Documentation, (k) access any Service or Content in order to build a
competitive product or service, or (l) reverse engineer any Service (to the
extent such restriction is permitted by law).

4.5 Removal of Content and Non-fivetier.com Applications. If We are required by
a licensor to remove Content, or receive information that Content provided to
You may violate applicable law or third-party rights, We may so notify You and
in such event You will promptly remove such Content from Your systems. If We
receive information that a Non-fivetier.com Application hosted on a Service by
You may violate Our External-Facing Services or applicable law or third-party
rights, We may so notify You and in such event You will promptly disable such
Non-fivetier.com Application or modify the Non-fivetier.com Application to
resolve the potential violation. If You do not take required action in
accordance with the above, We may disable the applicable Content, Service and/or
Non-fivetier.com Application until the potential violation is resolved.

5. NON-fivetier.com PROVIDERS

5.1 Acquisition of Non-fivetier.com Products and Services. We or third parties
may make available (for example, through a Marketplace or otherwise) third-party
products or services, including, for example, Non-fivetier.com Applications and
implementation and other consulting services. Any acquisition by You of such
non-fivetier.com products or services, and any exchange of data between You and
any non-fivetier.com provider, is solely between You and the applicable
non-fivetier.com provider. We do not warrant or support Non-fivetier.com
Applications or other non-fivetier.com products or services, whether or not they
are designated by Us as “certified” or otherwise, except as specified in an
Order Form.

5.2 Non-fivetier.com Applications and Your Data. If You install or enable a
Non-fivetier.com Application for use with a Service, You grant Us permission to
allow the provider of that Non-fivetier.com Application to access Your Data as
required for the interoperation of that Non-fivetier.com Application with the
Service. We are not responsible for any disclosure, modification or deletion of
Your Data resulting from access by a Non-fivetier.com Application.

5.3 Integration with Non-fivetier.com Applications. The Services may contain
features designed to interoperate with Non-fivetier.com Applications. To use
such features, You may be required to obtain access to Non-fivetier.com
Applications from their providers, and may be required to grant Us access to
Your account(s) on the Non-fivetier.com Applications. If the provider of a
Non-fivetier.com Application ceases to make the Non-fivetier.com Application
available for interoperation with the corresponding Service features on
reasonable terms, We may cease providing those Service features without
entitling You to any refund, credit, or other compensation.

6. FEES AND PAYMENT FOR PURCHASED SERVICES

6.1 Fees. You will pay all fees specified in Order Forms. Except as otherwise
specified herein or in an Order Form, (i) fees are based on Services and Content
purchased and not actual usage, (ii) payment obligations are non-cancelable and
fees paid are non-refundable, and (iii) quantities purchased cannot be decreased
during the relevant subscription term.

6.2 Invoicing and Payment. You will provide Us with valid and updated credit
card information, or with a valid purchase order or alternative document
reasonably acceptable to Us. If You provide credit card information to Us, You
authorize Us to charge such credit card for all Purchased Services listed in the
Order Form for the initial subscription term and any renewal subscription
term(s) as set forth in Section 12.2 (Term of Purchased Subscriptions). Such
charges shall be made in advance, either annually or in accordance with any
different billing frequency stated in the applicable Order Form. If the Order
Form specifies that payment will be by a method other than a credit card, We
will invoice You in advance and otherwise in accordance with the relevant Order
Form. Unless otherwise stated in the Order Form, invoiced charges are due net 7
days from the invoice date. You are responsible for providing complete and
accurate billing and contact information to Us and notifying Us of any changes
to such information.

6.3 Blended Rate. You acknowledge that We provide media, distribution, data,
support, and other program services on a blended rate model which may include
additional markup, commissions, or fees which may be required for access,
optimization, or other general business purposes.

6.4 Overdue Charges. If any invoiced amount is not received by Us by the due
date, then without limiting Our rights or remedies, (a) those charges may accrue
late interest at the rate of 1.5% of the outstanding balance per month, or the
maximum rate permitted by law, whichever is lower, and/or (b) We may condition
future subscription renewals and Order Forms on payment terms shorter than those
specified in Section 6.2 (Invoicing and Payment).

6.5 Third Party Engagement. If You are not directly engaged with Us but have
engaged a third party to utilize our software, placements, distribution, data,
support and other program services, your legal agreements are with such third
party, not with Us, and we do not agree to sequential liability with any third
party.

6.6 Suspension of Service and Acceleration. If any amount owing by You under
this or any other agreement for Our services is 14 or more days overdue (or 10
or more days overdue in the case of amounts You have authorized Us to charge to
Your credit card), We may, without limiting Our other rights and remedies,
accelerate Your unpaid fee obligations under such agreements so that all such
obligations become immediately due and payable, and suspend Our services to You
until such amounts are paid in full. We will give You at least 10 days’ prior
notice that Your account is overdue, in accordance with Section 13.2 (Manner of
Giving Notice), before suspending services to You.

6.7 Payment Disputes. We will not exercise Our rights under Section 6.3 (Overdue
Charges) or 6.4 (Suspension of Service and Acceleration) above if You are
disputing the applicable charges reasonably and in good faith and are
cooperating diligently to resolve the dispute.

6.8 Taxes. Our fees do not include any taxes, levies, duties or similar
governmental assessments of any nature, including, for example, value-added,
sales, use or withholding taxes, assessable by any jurisdiction whatsoever
(collectively, “Taxes”). You are responsible for paying all Taxes associated
with Your purchases hereunder. If We have the legal obligation to pay or collect
Taxes for which You are responsible under this Section 6.6, We will invoice You
and You will pay that amount unless You provide Us with a valid tax exemption
certificate authorized by the appropriate taxing authority. For clarity, We are
solely responsible for taxes assessable against Us based on Our income, property
and employees.

6.9 Future Functionality. You agree that Your purchases are not contingent on
the delivery of any future functionality or features, or dependent on any oral
or written public comments made by Us regarding future functionality or
features.

7. PROPRIETARY RIGHTS AND LICENSES

7.1 Reservation of Rights. Subject to the limited rights expressly granted
hereunder, We and Our licensors reserve all of Our/their right, title and
interest in and to the Services and Content, including all of Our/their related
intellectual property rights. No rights are granted to You hereunder other than
as expressly set forth herein.

7.2 License by Us to Use Content. We grant to You a worldwide, limited-term
license, under Our applicable intellectual property rights and licenses, to use
Content acquired by You pursuant to Order Forms, subject to those Order Forms,
this Agreement and the Documentation.

7.3 License by You to Host Your Data and Applications. You grant Us and Our
Affiliates a worldwide, limited-term license to host, copy, transmit and display
Your Data, and any Non-fivetier.com Applications and program code created by or
for You using a Service, as necessary for Us to provide the Services in
accordance with this Agreement. Subject to the limited licenses granted herein,
We acquire no right, title or interest from You or Your licensors under this
Agreement in or to Your Data or any Non-fivetier.com Application or program
code.

7.4 License by You to Use Feedback. You grant to Us and Our Affiliates a
worldwide, perpetual, irrevocable, royalty-free license to use and incorporate
into the Services any suggestion, enhancement request, recommendation,
correction or other feedback provided by You or Users relating to the operation
of the Services.

7.5 Federal Government End Use Provisions. We provide the Services, including
related software and technology, for ultimate federal government end use solely
in accordance with the following: Government technical data and software rights
related to the Services include only those rights customarily provided to the
public as defined in this Agreement. This customary commercial license is
provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212
(Software) and, for Department of Defense transactions, DFAR 252.227-7015
(Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial
Computer Software or Computer Software Documentation). If a government agency
has a need for rights not granted under these terms, it must negotiate with Us
to determine if there are acceptable terms for granting those rights, and a
mutually acceptable written addendum specifically granting those rights must be
included in any applicable agreement.

8. CONFIDENTIALITY

8.1. Definition of Confidential Information. “Confidential Information” means
all information disclosed by a party (“Disclosing Party”) to the other party
(“Receiving Party”), whether orally or in writing, that is designated as
confidential or that reasonably should be understood to be confidential given
the nature of the information and the circumstances of disclosure. Your
Confidential Information includes Your Data; Our Confidential Information
includes the Services and Content; and Confidential Information of each party
includes the terms and conditions of this Agreement and all Order Forms
(including pricing), as well as business and marketing plans, technology and
technical information, product plans and designs, and business processes
disclosed by such party. However, Confidential Information does not include any
information that (i) is or becomes generally known to the public without breach
of any obligation owed to the Disclosing Party, (ii) was known to the Receiving
Party prior to its disclosure by the Disclosing Party without breach of any
obligation owed to the Disclosing Party, (iii) is received from a third party
without breach of any obligation owed to the Disclosing Party, or (iv) was
independently developed by the Receiving Party.

8.2 Protection of Confidential Information. The Receiving Party will use the
same degree of care that it uses to protect the confidentiality of its own
confidential information of like kind (but not less than reasonable care) (i)
not to use any Confidential Information of the Disclosing Party for any purpose
outside the scope of this Agreement, and (ii) except as otherwise authorized by
the Disclosing Party in writing, to limit access to Confidential Information of
the Disclosing Party to those of its and its Affiliates’ employees and
contractors who need that access for purposes consistent with this Agreement and
who have signed confidentiality agreements with the Receiving Party containing
protections no less stringent than those herein. Neither party will disclose the
terms of this Agreement or any Order Form to any third party other than its
Affiliates, legal counsel and accountants without the other party’s prior
written consent, provided that a party that makes any such disclosure to its
Affiliate, legal counsel or accountants will remain responsible for such
Affiliate’s, legal counsel’s or accountant’s compliance with this Section 8.2.

8.3 Compelled Disclosure. The Receiving Party may disclose Confidential
Information of the Disclosing Party to the extent compelled by law to do so,
provided the Receiving Party gives the Disclosing Party prior notice of the
compelled disclosure (to the extent legally permitted) and reasonable
assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to
contest the disclosure. If the Receiving Party is compelled by law to disclose
the Disclosing Party’s Confidential Information as part of a civil proceeding to
which the Disclosing Party is a party, and the Disclosing Party is not
contesting the disclosure, the Disclosing Party will reimburse the Receiving
Party for its reasonable cost of compiling and providing secure access to that
Confidential Information.

9. REPRESENTATIONS, WARRANTIES, REMEDIES AND DISCLAIMERS

9.1 Representations. Each party represents that it has validly entered into this
Agreement and has the legal power to do so.

9.2 Our Warranties. We warrant that (a) this Agreement, the Order Forms and the
Documentation accurately describe the applicable administrative, physical, and
technical safeguards for protection of the security, confidentiality and
integrity of Your Data, (b) We will not materially decrease the overall security
of the Purchased Services during a subscription term, (c) the Purchased Services
will perform materially in accordance with the applicable Documentation, (d)
subject to Section 5.3 (Integration with Non-fivetier.com Applications), We will
not materially decrease the functionality of the Purchased Services during a
subscription term, and (e) the Purchased Services and Content will not introduce
Malicious Code into Your systems. For any breach of an above warranty, Your
exclusive remedies are those described in Sections 12.3 (Termination) and 12.4
(Refund or Payment upon Termination).

9.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY
WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH
PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND
BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH
PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR
DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

10. MUTUAL INDEMNIFICATION

10.1 Indemnification by Us. We will defend You against any claim, demand, suit
or proceeding made or brought against You by a third party alleging that the use
of a Purchased Service in accordance with this Agreement infringes or
misappropriates such third party’s intellectual property rights (a “Claim
Against You”), and will indemnify You from any damages, attorney fees and costs
finally awarded against You as a result of, or for amounts paid by You under a
court-approved settlement of, a Claim Against You, provided You (a) promptly
give Us written notice of the Claim Against You, (b) give Us sole control of the
defense and settlement of the Claim Against You (except that We may not settle
any Claim Against You unless it unconditionally releases You of all liability),
and (c) give Us all reasonable assistance, at Our expense. If We receive
information about an infringement or misappropriation claim related to a
Service, We may in Our discretion and at no cost to You (i) modify the Service
so that it no longer infringes or misappropriates, without breaching Our
warranties under Section 9.2 (Our Warranties), (ii) obtain a license for Your
continued use of that Service in accordance with this Agreement, or (iii)
terminate Your subscriptions for that Service upon 30 days’ written notice and
refund You any prepaid fees covering the remainder of the term of the terminated
subscriptions. The above defense and indemnification obligations do not apply to
the extent a Claim Against You arises from Content, a Non-fivetier.com
Application or Your breach of this Agreement.

10.2 Indemnification by You. You will defend Us against any claim, demand, suit
or proceeding made or brought against Us by a third party alleging that Your
Data, or Your use of any Service or Content in breach of this Agreement,
infringes or misappropriates such third party’s intellectual property rights or
violates applicable law (a “Claim AgainstUs”), and will indemnify Us from any
damages, attorney fees and costs finally awarded against Us as a result of, or
for any amounts paid by Us under a court-approved settlement of, a Claim Against
Us, provided We (a) promptly give You written notice of the Claim Against Us,
(b) give You sole control of the defense and settlement of the Claim Against Us
(except that You may not settle any Claim Against Us unless it unconditionally
releases Us of all liability), and (c) give You all reasonable assistance, at
Your expense.

10.3 Exclusive Remedy. This Section 10 states the indemnifying party’s sole
liability to, and the indemnified party’s exclusive remedy against, the other
party for any type of claim described in this Section 10.

11.LIMITATION OF LIABILITY

11.1 Limitation of Liability. NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY
SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE
AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT,
PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF
OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER.
THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND
REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT
LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 6 (FEES AND PAYMENT FOR
PURCHASED SERVICES).

11.2. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER
PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER
AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN
IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING
DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

12. TERM AND TERMINATION

12.1 Term of Agreement. This Agreement commences on the date You first accept it
and continues until all subscriptions hereunder have expired or have been
terminated.

12.2. Term of Purchased Subscriptions. The term of each subscription shall be as
specified in the applicable Order Form. Except as otherwise specified in an
Order Form, subscriptions will automatically renew for additional periods equal
to the expiring subscription term or one year (whichever is shorter), unless
either party gives the other notice of non-renewal at least 30 days before the
end of the relevant subscription term. The per-unit pricing during any automatic
renewal term will be the same as that during the immediately prior term unless
We have given You written notice of a pricing increase at least 30 days before
the end of that prior term, in which case the pricing increase will be effective
upon renewal and thereafter. Any such pricing increase will not exceed 10% of
the pricing for the applicable Purchased Service or Content in the immediately
prior subscription term, unless the pricing in the prior term was designated in
the relevant Order Form as promotional or one-time.

12.3 Termination. A party may terminate this Agreement for cause (i) upon 30
days written notice to the other party of a material breach if such breach
remains uncured at the expiration of such period, or (ii) if the other party
becomes the subject of a petition in bankruptcy or any other proceeding relating
to insolvency, receivership, liquidation or assignment for the benefit of
creditors.

12.4 Refund or Payment upon Termination. If this agreement is terminated by
either party in accordance with Section 12.3, You will pay any unpaid fees
covering the remainder of the term of all Order Forms. In no event will
termination relieve You of Your obligation to pay any fees payable to Us for the
period prior to the effective date of termination.

12.5 Your Data Portability and Deletion. Upon request by You made within 7 days
after the effective date of termination or expiration of this Agreement, We will
make the Your Data available to You for export or download as provided in the
Documentation. After that 30-day period, We will have no obligation to maintain
or provide Your Data, and will thereafter delete or destroy all copies of Your
Data in Our systems or otherwise in Our possession or control as provided in the
Documentation, unless legally prohibited.

12.6. Surviving Provisions. The Sections titled “Fees and Payment for Purchase
Services,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,”
“Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon
Termination,” “Portability and Deletion of Your Data,” “Who You Are Contracting
With, Notices, Governing Law and Jurisdiction,” and “General Provisions” will
survive any termination or expiration if this Agreement.

13. NOTICES, GOVERNING LAW AND JURISDICTION

13.1 General. Who You are contracting with under this Agreement, who You should
direct notices to under this Agreement, what law will apply in any lawsuit
arising out of or in connection with this Agreement, and which courts have
jurisdiction over any such lawsuit, depend on where You are domiciled.

You are contracting with: Five Tier, Inc., a New York Corporation.

Notices should be addressed to: Five Tier, Inc., 39 West 38th Street 3rd Floor,
New York, NY 10018

The governing law is: New York and controlling United States Federal Law.

The courts having exclusive jurisdiction are: New York, NY, U.S.A.

13.2 Manner of Giving Notice. Except as otherwise specified in this Agreement,
all notices, permissions and approvals hereunder shall be in writing and shall
be deemed to have been given upon: (i) personal delivery, (ii) the second
business day after mailing, (iii) the second business day after sending by
confirmed facsimile, or (iv) the first business day after sending by email
(provided email shall not be sufficient for notices of termination or an
indemnifiable claim). Billing-related notices to You shall be addressed to the
relevant billing contact designated by You. All other notices to You shall be
addressed to the relevant Services system administrator designated by You.

13.3 Agreement to Governing Law and Jurisdiction. Each party agrees to the
applicable governing law above without regard to choice or conflicts of law
rules, and to the exclusive jurisdiction of the applicable courts above.

13.4 No Agency. For the avoidance of doubt, We are entering into this Agreement
as principal and not as agent for any other Five Tier company. Subject to any
permitted Assignment under Section 14.4, the obligations owed by Us under this
Agreement shall be owed to You solely by Us and the obligations owed by You
under this Agreement shall be owed solely to Us.

14. GENERAL PROVISIONS

14.1 Export Compliance. The Services, Content, other technology We make
available, and derivatives thereof may be subject to export laws and regulations
of the United States and other jurisdictions. Each party represents that it is
not named on any U.S. government denied-party list. You shall not permit Users
to access or use any Service or Content in a U.S.-embargoed country (currently
Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law
or regulation.

14.2 Anti-Corruption. You have not received or been offered any illegal or
improper bribe, kickback, payment, gift, or thing of value from any of Our
employees or agents in connection with this Agreement. Reasonable gifts and
entertainment provided in the ordinary course of business do not violate the
above restriction. If You learn of any violation of the above restriction, You
will use reasonable efforts to promptly notify Our Legal Department.

14.3 Entire Agreement and Order of Precedence. This Agreement is the entire
agreement between You and Us regarding Your use of Services and Content and
supersedes all prior and contemporaneous agreements, proposals or
representations, written or oral, concerning its subject matter. No
modification, amendment, or waiver of any provision of this Agreement will be
effective unless in writing and signed by the party against whom the
modification, amendment or waiver is to be asserted. The parties agree that any
term or condition stated in Your purchase order or in any other of Your order
documentation (excluding Order Forms) is void. In the event of any conflict or
inconsistency among the following documents, the order of precedence shall be:
(1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.

14.4 Assignment. Neither party may assign any of its rights or obligations
hereunder, whether by operation of law or otherwise, without the other party’s
prior written consent (not to be unreasonably withheld); provided, however,
either party may assign this Agreement in its entirety (including all Order
Forms), without the other party’s consent to its Affiliate or in connection with
a merger, acquisition, corporate reorganization, or sale of all or substantially
all of its assets. Notwithstanding the foregoing, if a party is acquired by,
sells substantially all of its assets to, or undergoes a change of control in
favor of, a direct competitor of the other party, then such other party may
terminate this Agreement upon written notice. In the event of such a
termination, We will refund to You any prepaid fees covering the remainder of
the term of all subscriptions. Subject to the foregoing, this Agreement will
bind and inure to the benefit of the parties, their respective successors and
permitted assigns.

14.5 Relationship of the Parties. The parties are independent contractors. This
Agreement does not create a partnership, franchise, joint venture, agency,
fiduciary or employment relationship between the parties.

14.6 Third-Party Beneficiaries. Our Content licensors shall have the benefit of
Our rights and protections hereunder with respect to the applicable Content.
There are no other third-party beneficiaries under this Agreement.

14.7 Waiver. No failure or delay by either party in exercising any right under
this Agreement will constitute a waiver of that right.

14.8 Severability. If any provision of this Agreement is held by a court of
competent jurisdiction to be contrary to law, the provision will be deemed null
and void, and the remaining provisions of this Agreement will remain in effect.

SERVICE LEVEL AGREEMENT

This Agreement was last updated on March 27, 2020. It is effective between You
and Us as of the date of You accepting this Agreement.

1. DEFINITIONS

“Agreement” means this Service Level Agreement.

“We,” “Us“, “Our” or “Agency” means Five Tier, Inc., affiliated companies,
and/or independent contractors used by Five Tier, Inc.

“You“, “Your“, or “Client” means the company or other legal entity for which you
are accepting this Agreement, and Affiliates of that company or entity.

NOW, THEREFORE, the parties agree as follows:

2. ENGAGEMENT

Client hereby engages Agency to provide, and Agency hereby agrees to provide,
either itself or through independent contractors or Agency representatives
(each, a “Representative”), the marketing services set forth on an Order Form.

3. FEES AND PAYMENT SCHEDULE

Client shall pay Agency the project Fees set forth on the Order Form in
accordance with the payment schedule set forth therein. Prior to rendering
services, Agency must be in receipt of the first initial payment, in full, as
outlined in the payment schedule. Commencement of Work shall not begin until the
Agency has confirmed receipt of the first scheduled payment. In addition to
project Fees, Agency must receive all outlined pass-through fees prior to
purchasing any pass-through items on behalf of the Client. All original invoices
will be emailed to Client at Client request. If payments of engagement fees are
past due or unpaid, all Representatives performing any work whatsoever for
Client shall cease work immediately and shall not recommence such work until all
past due project Fees are paid in full by Client. Additionally, an interest
charge at the rate of two and one-half percent (2½%) compounded per ten (10) day
period where payments are outstanding or the maximum legal rate, whichever is
less, will be assessed on all undisputed payments that are past due.

4. INTELLECTUAL PROPERTY

Both parties recognize that each owns significant intellectual property rights.
The parties do not, by their execution of this Agreement or their activities in
furtherance of any initiative contemplated hereby, intend to confer any rights
of ownership or use or license of any kind in the intellectual property owned by
either party or any third party prior to the date of this Agreement, other than
such rights to use as are specifically provided for hereunder.

(a) As between the parties, except for the Client’s IP, Agency shall own all
right, title and interest in and to the copy, films, photographs, artwork,
layouts, concepts, ideas, names, logos, trademarks, messages, themes, action
programs, and other materials related to the preparation and production of
marketing communications in connection with the project, whether produced by
Agency or by freelancers, independent contractors or other third parties
retained by Agency on Client’s behalf, or otherwise purchased by Agency for the
Client’s account and whether or not such material was published, displayed,
distributed, broadcast, or otherwise presented (collectively, the “Work”). The
Work shall also include all work product generated from a production shoot or
similar activity and all concepts and materials presented by Agency to the
Client, whether in storyboard or comparable form or otherwise.

(b) As between the Client and Agency, the Client shall retain unrestricted
rights with respect to any and all of the Work, for use in any and all media now
existing or hereafter created, including but not limited to, print, internet,
cellular, and satellite, whether or not used by Client in any marketing
communications, subject to all third party rights, restrictions, limitations.

(c) Upon project completion, Agency shall transfer an unrestricted license, free
of any and all encumbrances or time limitations, of the final Work product to
Client.

5. CONFIDENTIALITY; NON-DISCLOSURE

“Confidential Information” means all information, including without limitation
data, technology, samples and specimens relating to both the Company and the
Client and their respective products, product concepts, technologies,
businesses, financial, clinical or regulatory affairs, manufacturing processes
and procedures, or those of any third party from whom the Company or Client
receives information on a confidential basis, whether written, graphic or oral,
furnished to Company or Client by or on behalf of Client or Company, either
directly or indirectly, or obtained or observed by Company or Client while
providing services or receiving services hereunder, and the services to be
provided by Company and received by Client hereunder, with the exception only of
the following: (a) information that is now in the public domain or subsequently
enters the public domain without fault on the part of the party, Company or
Client, obligated to maintain confidences pursuant to this agreement; (b)
information that is presently known by Company or Client from Company or
Client’s own independent sources as evidenced by prior written records; and (c)
information that Company or Client receives from a third party not under any
obligation to keep such information confidential.Any combination of features or
disclosures shall not be deemed to fall within the foregoing exclusions merely
because certain individual features are published or available to the general
public or in the rightful possession of Company or Client unless the combination
as a whole falls within any of the above exceptions.Except as required in
Company’s duties to Client and Client’s duties to Company under this agreement,
Company and Client agree not to disclose or use at any time or for any purpose,
either during or subsequent to the Term of this Agreement, any Confidential
Information, without the prior written consent of Company or Client, to be given
or withheld in Company or Client’s absolute discretion.

6. TERM AND TERMINATION; SURVIVAL

This Agreement shall take effect upon the Effective Date and shall continue to
be in full force and effect until such time as all obligations of the parties
relating to the Order Form have been satisfied, yet in no event shall this
Agreement continue to be in full force and effect beyond one year, or 365 days
from the date of acceptance (the “Term”) unless otherwise noted and agreed upon.
Either party may terminate this Agreement if the other party is in material
breach or is in default of any obligation that is not cured within 30 calendar
days. Upon termination of this Agreement by Client before the end of the Term
for any reason other than due to breach of this Agreement by Agency, Client
shall compensate Agency for all services both rendered and to be provided by
Agency for the minimum term of the Agreement.Further, upon expiration or
termination of this Agreement, Agency shall destroy or return to Client, at
Client’s expense, all of the Client’s IP as directed by Client. The provisions
of Sections 4, 5, 6, 7, 8, 9, and 10 of this Agreement shall survive the
termination or expiration of this Agreement.

7. NON‑SOLICITATION OF PERSONNEL

During the Term of this Agreement, including extensions or modifications
thereto, and for one (1) year thereafter, neither Agency nor Client, without the
prior written consent of the other party, which may be withheld at that party’s
sole discretion, shall directly or indirectly solicit for employment, employ or
subcontract work to any Representative or professional employees of the other
that are or have been assigned to work on the Project.

8. SERVICE INTERRUPTION

Client acknowledges that the services provided hereunder by Agency is of such a
nature that service can be interrupted for many reasons other than the
negligence of Agency and that damages resulting from any interruption of service
are difficult to ascertain. Therefore, Client agrees that Agency, its
affiliates, agents, employees, or licensors (including third party service
providers) (collectively, the “Affiliates”) shall not be liable for any damages
arising from such causes beyond the direct and exclusive control of Agency; or
that results from mistakes, omissions, interruptions, deletion of files, errors,
defects, delays in operation, or transmission or any failure of performance
through no fault of Agency; or for failures caused by third party hardware or
software (including Client’s own systems); third party misuse of any website
created by or at the direction of Agency for the benefit of Client; or the
negligence or willful misconduct of Client. Further, neither Agency nor the
Affiliates shall be liable for failure to perform any obligation under this
Agreement if such failure is caused by the occurrence of any contingency beyond
the reasonable control of such party, including without limitation, any act of
Force Majeure, communication failure, theft, Denial of Service (DoS) attacks,
destruction or unauthorized access to Agency records, programs or services,
strike, and other industrial disturbance, failure to transport, accident, riot,
insurrection, order of governmental agency or any other act of God.

9. LIMITATIONS OF LIABILITY; EXCLUSIONS

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE
TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY
DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES), ARISING FROM ANY PROVISION OF THIS AGREEMENT. IN NO EVENT SHALL
AGENCY’S TOTAL LIABILITY EXCEED THE AMOUNT EXCHANGED IN CORRELATION WITH THIS
AGREEMENT. THIS EXCLUSION OF LIABILITY DOES NOT APPLY TO EITHER PARTY’S
LIABILITY TO THE OTHER FOR VIOLATION OF ITS CONFIDENTIALITY OBLIGATION, THE
OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR IN THE EVENT OF FRAUD, GROSS
NEGLIGENCE OR INTENTIONAL MISCONDUCT OR FOR DEATH OR PERSONAL INJURY CAUSED BY
THAT PARTY’S NEGLIGENCE.

10. MUTUAL INDEMNIFICATION

Each party shall indemnify and hold the other party harmless, including without
limitation, its officers, directors, employees and agents from and against any
and all loss, liability, damage or expenses (including reasonable attorneys’
fees and expenses), whether arising out of a claim involving a third party or
between the parties to this Agreement that either party may suffer as a result
of any claim of breach, negligence, property damage, personal injury or death
arising from or related to the acts of the indemnifying party connected with
Work.

11. ARBITRATION

If any dispute arises under this Agreement that is not settled promptly in the
ordinary course of business, the parties shall seek to resolve any such dispute
between them; first, by negotiating promptly with each other in face‑to‑face
negotiations. Any controversy or claim arising out of or relating to the
interpretation, enforcement or breach of this Agreement or relating to the
Project or the services to be provided pursuant to the Order Form (other than
actions for injunction or other equitable relief) that cannot be resolved within
20 business days (or such period as the parties shall otherwise agree) through
face‑to‑face negotiations shall be resolved by binding arbitration in accordance
with the Commercial Arbitration Rules of the American Arbitration Association.
The arbitration shall be held in such place in New York, New York, as may be
specified by the arbitrators (or any place agreed to by the parties and the
arbitrators). The decision of the arbitrators shall be final and binding as to
any matters submitted under this Section 11 and such decision may be enforced in
any court having jurisdiction over the subject matter or over any of the parties
to this Agreement. All costs and expenses incurred in connection with any such
arbitration proceeding (including reasonable attorneys’ fees and expenses) shall
be borne by the party against which the decision is rendered. If the
arbitrators’ decision is a compromise, the determination of which party or
parties bears the costs and expenses incurred in connection with such
arbitration proceeding shall be made by the arbitrators on the basis of the
arbitrator’s assessment of the relative merits of the parties’ positions.

12. PUBLICITY

Client agrees that Agency may use its name and trademarks in any news release,
public announcement, advertisement, client list or other form of publicity that
Agency creates, generates and/or distributes, written or oral, which describes
the services performed by Agency for Client and refers to the existence of an
arrangement between Client and Agency.

13. MISCELLANEOUS

This Agreement constitutes the parties’ entire Agreement concerning the subject
matter hereof, and supersedes any other prior and contemporaneous
communications. All notices, authorizations, and requests given or made in
connection with this Agreement must be sent by post, express courier, or
facsimile to the addresses indicated by both parties. Notices will be deemed
delivered on the date shown on the postal return receipt or on the courier, or
facsimile confirmation of delivery. You may not assign this Agreement without
written consent, which consent will not be unreasonably withheld. This Agreement
is governed by the laws of the State of New York. The sections regarding fees,
ownership and license, confidentiality, termination, non-solicitation,
limitation of liability, mutual indemnification, publicity and miscellaneous of
this Agreement will survive any termination or expiration of this Agreement. In
the event any of the provisions or portions or applications thereof of this
Agreement are held to be unenforceable or invalid by any court of competent
jurisdiction, such invalid or unenforceable provision shall in no way affect the
validity or enforceability of the remaining provisions or portions or
applications thereof.

14. MODIFICATION

Any and all modifications, addendums or amendments to this agreement must be
made in writing and signed by both parties or their authorized representatives.

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