SUBSTATION MASTER TERMS

These Substation Master Terms govern all access to and use of Substation’s Offerings and form a binding legal agreement (this “Agreement”) between you as an individual or, if you are accessing or using the Offerings on behalf of another individual, organization, or entity (“Entity”), that Entity (in either case “Customer”) and Substation, a division of Postie, Inc. (“Substation”).

BY CLICKING A BOX INDICATING ACCEPTANCE OF THIS AGREEMENT, OR BY ACCESSING OR USING ANY OFFERINGS, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, BY CLICKING A BOX INDICATING ACCEPTANCE OF THIS AGREEMENT OR USING ANY OFFERINGS YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY. IF YOU WISH TO USE THE OFFERINGS ON BEHALF OF AN ENTITY BUT DO NOT HAVE AUTHORITY TO BIND THAT ENTITY, OR IF YOU OR THE ENTITY YOU REPRESENT DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN YOU MAY NOT ACCESS OR USE ANY OFFERINGS AND SHOULD NOT CLICK A BOX INDICATING YOU ACCEPT THIS AGREEMENT.

SECTION 17 OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN CUSTOMER AND SUBSTATION ARE RESOLVED. IN PARTICULAR, THE ARBITRATION AGREEMENT IN SECTION 17 WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN CUSTOMER AND SUBSTATION TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. PLEASE SEE SECTION 17 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT.

Definitions. Capitalized terms used in this Agreement are defined in this Section 1 or in the context in which they are used. All other terms used in this Agreement will have their plain English meaning as commonly interpreted in the United States.

“Ad Content” means all audio, video, photographs, marketing creative, marketing copy, artwork, advertisements, names, logos, trademarks, and other similar materials uploaded or provided by Customer to the Platform that comprise or are used to create Customer’s advertisements.

“Campaign” means a cTV advertising campaign run by Customer.

“cTV” means a television, tablet, or other device that accesses the internet to stream digital video content.

“Customer Audiences” means any list or lists of consumer data that Customer uploads or provides to the Platform.

“Customer Data” means Customer Audiences, Purchase Data, and Pixel Data.

“Customer Sites” means websites owned and operated by Customer.

“IPR” means any and all intellectual property and proprietary rights throughout the world, including all copyrights, trademarks, service marks, trade secrets, patents (and patent applications), moral rights, rights in data and databases, contract rights, and any other legal rights protecting data or information.

“Offerings” means, collectively, the Substation Data, Platform, Services, and Integrations.

“Pixel” means Substation’s proprietary tracking pixel, server-side post back, or other tracking technology.

“Pixel Data” means data collected through the Pixel.

“Platform” means Substation’s proprietary self-serve, demand-side, cTV advertising platform, located at https://substation.com/, including the Pixel and other technology provided by or through the Platform.

“Platform Audiences” means consumer data provided by or through Substation’s proprietary database.

“Purchase Data” means information regarding purchases of Customer’s products or services, including product, price, date, shipping address, and any other information reasonably necessary to determine whether a consumer made a purchase after receiving an advertisement.

“Usage Data” means data and information about how Customer and its Users use the Offerings, including Account information, statistics, trends, scores, ratings, and rankings, records, date and time stamps, transaction and activity records, and system performance data.

“Services” means the media buying, Campaign distribution, Campaign management, attribution, analytics, and other services made available through or in connection with the Platform.

“Substation Data” means all Platform Audiences, Platform Content, and Usage Data.

“Platform Content” means all information, text, audio, video, photographs, illustrations, graphics, and other content or media presented or made available through the Platform (“Platform Content”).

Term. This Agreement is entered into as of the earlier of the date Customer first clicks a box indicating acceptance of this Agreement or accesses or uses the Offerings and will continue until terminated as set forth herein (the “Term”).

Modifications. Substation reserves the right, at any time, to modify its Offerings, as well as the terms of this Agreement, whether by making those modifications available on the Platform or by providing notice to Customer as specified in this Agreement. Any modifications will be effective upon posting to the Platform or delivery of such other notice. Customer may cease using or accessing the Offerings or terminate this Agreement at any time if Customer does not agree to any modification. However, Customer will be deemed to have agreed to any and all modifications through continued use of or access to the Offerings following such notice.

Substation Offerings.

Platform. Subject to the terms and conditions of this Agreement, during the Term, Substation will provide to Customer access to Substation’s Platform, including all Platform Content made available by Substation through or in connection with the Platform, and the right to install the Pixel on Customer Sites. Customer must create an account (“Account”) on the Platform prior to using the Services. Customer will be permitted to authorize its employees and contractors to access the Platform under Customer’s Account (“Users”). Customer may allow its Users to access and use the Platform solely under Customer’s Account for purposes of exercising the rights granted to Customer under this Agreement. Customer will ensure that all information about each User provided to Substation is and remains accurate and complete. Customer will advise Users of the restrictions set forth in this Agreement and will be solely responsible for all acts and omissions of its Users just as if each were “Customer” under this Agreement. Customer is solely responsible for all Campaigns launched from its Account and any transactions completed through Customer’s Account will be deemed to have been lawfully completed by Customer. Customer will implement commercially reasonable measures to protect the security and confidentiality of all User credentials associated with Customer’s Account and to prevent unauthorized access to or use of the Platform through any User credentials. Customer will notify Substation promptly of any such unauthorized access or use of the Platform or if any User credentials are lost, stolen, or otherwise compromised. All Platform Content is provided for informational purposes only and Customer is solely responsible for verifying the accuracy, completeness, and applicability of all Platform Content prior to making use of that Platform Content. Subject to Customer’s compliance with this Agreement, Customer may use the Platform Content solely for its internal business purposes in connection with permitted use of the Platform.

Services. Subject to the terms of this Agreement, during the Term, Substation will provide the Services selected by Customer on the Platform, including distributing Customer Campaigns. For each Campaign, Customer will need to make several selections through the Platform, including setting a target cost per acquisition (“CPA”) or cost per mille (“CPM”) and determining a budget; Customer acknowledges and agrees that all its selections through the Platform, and all its advertising decisions, are made at Customer’s exclusive discretion and sole risk. After making the required selections, Customer may launch the Campaign through its Account on the Platform. Launching a Campaign through the Platform creates a non-cancellable binding commitment between the parties with respect to that Campaign, governed by the terms of this Agreement and the selections Customer made on the Platform prior to clicking to launch the Campaign. Promptly following launch, Substation shall bid on advertising inventory with the selected audience, at the selected CPA or CPM, up to the selected budget, and Customer shall pay Substation the Fees incurred for each conversion or impression recorded by the Platform’s tracking system, up to Customer’s selected budget. Customer shall ensure that the Platform’s tracking system is enabled on the Customer Site and shall provide Substation all Purchase Data in Customer’s possession or control relating to the Campaign.

Platform Audiences. During the Term and subject to Customer’s payment of all applicable Fees, Customer may use the Services to distribute Campaigns to Platform Audiences. As between Substation and Customer, all Platform Audiences are owned by Substation and its licensors. Substation takes reasonable measures to license high quality data for its customers’ cTV marketing campaigns; however, no dataset is entirely accurate and neither Substation nor its licensors guarantee the accuracy, completeness, or applicability of any Platform Audience. While Substation will distribute Campaigns to Platform Audiences, Substation will not provide Customer with access to any Personal Data (as defined in the DPA) included in or comprising any Platform Audience. Customer shall not, shall not attempt to, and shall not permit any third party to: (a) use any Substation Data to segment individual consumers, retarget advertisements, or create or supplement profiles that relate to any individual consumer, (b) remove Substation Data from the Platform, use Substation Data off the Platform; or (c) use Substation Data for the benefit of, or disclose Substation Data to, any third party. All rights and restrictions in this Agreement applicable to any Substation Data apply to all data, information, and other elements comprising the Substation Data, including any enhancements, corrections, or other updates provided by Substation from time to time.

Integrations. Subject to the terms of this Agreement, during the Term, Substation will provide Customer the right to access and use certain integrations (“Integrations”) to facilitate the transfer of Customer Data between the Platform and other data and marketing platforms used by Customer (each a “Linked Platform”) and provided by third parties. All terms, conditions, agreements, or policies that Customer enters into in connection with any Linked Platform (collectively, “Linked Platform Agreements”) form a separate and direct agreement between Customer and the provider of the Linked Platform and exclusively govern Customer’s use of the applicable Linked Platform. The terms of any Linked Platform Agreement (which may include payment of additional fees) will apply to the applicable Linked Platform provided under that Linked Platform Agreement but will not otherwise apply to Customer’s access to or use of the Platform or Integrations. By enabling any Integration, Customer grants Substation all necessary access to Customer’s account on the applicable Linked Platform for the purpose of providing the functionality of the Integration. Customer acknowledges and agrees that (i) Customer Data will be shared to and from the Linked Application; (ii) Customer is responsible for ensuring it has all necessary rights, permissions, and consents necessary to share such Customer Data; and (iii) Customer has read, understands, agrees with, and shall comply with the terms of all applicable Linked Platform Agreements. Substation is not responsible for any Customer Data transmitted, processed, or transferred through the Integration after such Customer Data leaves the Platform. Substation does not control any Linked Platform and is not responsible or liable for Customer’s access to or use of any Linked Platform, including any damages, losses, liabilities, failures, or problems caused by, related to, or arising from any Linked Platform or any Customer Data after leaving the Platform and Integration.

Advertising Guidance. Substation may, from time to time, provide guidance regarding Customer’s advertising campaigns, including to promote performance or facilitate compliance with applicable Law may require be included in advertisements (“Advertising Guidance”). All Advertising Guidance is provided for convenience and for informational purposes only. Any reliance upon Advertising Guidance is at Customer’s sole risk. Customer acknowledges that Substation is not qualified to provide legal services and that any Advertising Guidance is not, and shall not be construed to be, legal advice. Customer is solely responsible for consulting with its legal counsel to ensure that Customer and Customer’s advertisements comply with all applicable Laws. Without limiting the generality of the foregoing, Substation makes no warranty that the Services will ensure Customer’s compliance with applicable Laws, Substation shall have no obligation or liability in connection with Customer’s legal obligations, and Substation hereby disclaims all liability with respect thereto.

Ancillary Services. Access to or use of certain Substation Offerings may require that Customer agree to additional terms and conditions (“Supplemental Terms”). In the event of a conflict between this Agreement and any Supplemental Terms, the terms of the Supplemental Terms will control as to the Offerings to which the Supplemental Terms relate, and the terms of this Agreement will control in all other respects.

Usage Data. Substation may collect, generate, and maintain Usage Data to determine Customer’s fees, to improve, test, monitor, and provide the Offerings, and to further develop and provide Substation’s Offerings, provided that such Usage Data will not be used externally by Substation in a way that individually identifies Customer or its Users or that contains any Customer Data.

Substation Technology. Customer acknowledges that, as between the parties, all Substation Offerings, including the Platform, Services, Substation Data, Pixel, Integrations, and all software, hardware, data, datasets, information, content, all other technology used by or on behalf of Substation to provide the foregoing, and any improvements, derivatives (including derivative works), updates, upgrades, new versions, modifications, or enhancements to any of the foregoing (collectively the “Substation Technology”), constitute the valuable IPR of Substation and that Substation and its licensors own, and will continue to retain, all right, title, and interest, in and relating to the Substation Technology and all IPR therein and relating thereto. As an express condition to the rights granted to Customer under this Agreement, and in addition to the other conditions in this Agreement, Customer shall not, shall not attempt to, and shall not permit any third party to: (1) use or access any Substation Technology or any portion thereof, except as expressly provided in this Agreement; (2) modify, adapt, alter, revise, translate, or create derivatives (including derivative works) from any Substation Technology; (3) sublicense, distribute, sell, rent, lend, loan, lease, convey, sublicense, assign, pledge, or otherwise transfer or in any way encumber any Substation Technology or any portion thereof; (4) use any Substation Technology for the benefit of any third party or make any Substation Technology available to any third party; (5) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, design, or method of operation for any Substation Technology; (6) circumvent or overcome (or attempt to circumvent or overcome) any technological protection measures intended to restrict access to any portion of the Substation Technology; (7) access or utilize any Substation Technology for any purpose that is illegal in any way or that advocates illegal activity; (8) interfere in any manner with the operation or hosting of any Substation Technology or attempt to gain unauthorized access to any Substation Technology; (9) alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Pixel or other website tags, source codes, links, modules or other data provided by or obtained from Substation that allows Substation to measure campaign performance and conversions; (10) alter, obscure or remove any copyright notice, copyright management information or proprietary legend contained in or on any Substation Technology; (11) access or use the Substation Technology or any component thereof in order to build a competitive product or service; or (12) use the Substation Technology to distribute any Campaigns that are fraudulent, deceptive, false, misleading, or that violate Law. All use of all Substation Technology will be in accordance with any documentation for the applicable Substation Technology provided by Substation. Except as set forth in this Agreement, Customer is granted no licenses or rights in or to any Substation Technology, or any IPR therein or related thereto.

Customer Data and Content.

Customer Data. During the Term of this Agreement, Customer may provide Substation with certain Customer Data. Customer Data does not include any Substation Data. Customer hereby grants Substation a nonexclusive, royalty-free, sublicensable, worldwide, perpetual, and irrevocable license to distribute, reproduce, modify, create derivatives of, and otherwise use Customer Data (a) to perform its obligations and exercise its rights under this Agreement, including operating, managing, maintaining, securing, and providing the Offerings to Customer, bidding on advertising inventory, and distributing Customer’s Campaigns; (b) to make recommendations regarding use of the Offerings; (c) to the extent required by any court order, law, or governmental or regulatory agency; (d) to improve, enhance, and optimize the Offerings; and (e) to derive insights and develop new offerings, segments, profiles, models, and machine learning or artificial intelligence technologies.

Ad Content. During the Term of this Agreement, Customer may provide Substation with certain Ad Content. In addition to the rights set forth above, during the Term, Customer grants Substation a nonexclusive, royalty-free, sublicensable, worldwide license to distribute, publish, publicly perform or display, reproduce, modify, crop, re-size, adapt, create derivative works based on, and otherwise use and disclose the Ad Content, in whole or in part, as may be necessary or desirable to support, enhance, promote, and distribute Customer’s cTV Campaigns. Customer represents and warrants that the Ad Content and Substation’s distribution of the Ad Content in Customer’s Campaigns in accordance with this Agreement: (a) does not violate this Agreement or any applicable Laws; (b) is not libelous, defamatory, obscene, abusive, sexually explicit, pornographic, threatening, or an invasion of privacy; (c) does not constitute an infringement, violation, or misappropriation of the IPR, privacy rights, publicity rights, or other rights of any third party; (d) is not illegal in any way and does facilitate or promote illegal activity, or contain content that is illegal; (e) is not false, deceptive, misleading, or inaccurate; (f) is not racially or ethnically offensive, harassing, or discriminatory based upon race, gender, color, creed, age, sexual orientation, or disability; (g) includes any content and notices required by applicable Laws. Any violation of this Section by Customer shall constitute a material breach of this Agreement. Substation is under no obligation to review any Ad Content, but Substation has the right to review any Ad Content and take any action it deems necessary, in its sole discretion, if Substation has a good faith belief that any Customer Data violates the restrictions set forth in this Section 6, including denying Customer and its Users access to the Platform or any portion thereof, deleting or removing Ad Content from the Platform, and ceasing distribution of Customer’s Campaigns.

Customer IPR. As between the parties, Customer and its licensors own and will continue to retain all right, title, and interest, in and relating to the Customer Data and Ad Content, and all IPR therein and relating thereto. Except as set forth in this Agreement, Substation is granted no licenses or rights in or to any Customer Data or Ad Content, nor any IPR therein or related thereto. Customer represents and warrants to Substation that it has all rights, permissions, and consents necessary to grant Substation each of the rights in, to, and under the Customer Data and Ad Content set forth in this Agreement.

Fees and Payment.

Fees. For each Campaign launched through the Platform, Customer shall pay Substation the CPA or CPM rate it selected on the Platform for each conversion or impression, as applicable (the “Fees”). Customer acknowledges and agrees that the Substation Technology and Substation’s reporting methodologies are the exclusive mechanisms for determining conversion rates and impressions under this Agreement. Customer hereby grants Substation and its payment processors the right to automatically charge the applicable payment account Customer provided to Substation for all Fees incurred under this Agreement. Customer acknowledges that it is solely responsible for payment of all Fees associated with any Campaign launched through its Account on the Platform.

Payment. All Fees are due upon receipt of Substation’s invoice. Customer shall maintain a current a credit card, debit card, online payment account, mobile services account, or other payment method on file with its Account as a valid payment mechanism for the Offerings provided under this Agreement. All Fees are non-refundable once paid. Amounts not paid when due will be subject to a late charge of 1.5% per month or any applicable legal maximum, whichever is less. If Substation requires use of collection agencies, attorneys, or courts of law for collection of any past-due Fees, Customer will be responsible for those expenses. In the case of late payment, Substation may, with or without prior notice, suspend Customer’s access to or use of any or all Offerings, and cease providing any or all Services, until payment is made in full.

Taxes. All amounts payable by Customer to Substation hereunder are exclusive of any sales, use and other taxes or duties, however designated, including without limitation, withholding taxes, customs, privilege, excise, sales, use, value added and property taxes (collectively, “Taxes”). Customer will be solely responsible for payment of any Taxes, except for those taxes based on the income of Substation. Customer will not withhold any Taxes from any amounts due Substation.

Termination and Effect.

Termination. This Agreement may be terminated by either party at any time, in that party’s sole discretion, upon written notice to the other party.

Effect of Termination. Upon termination of this Agreement for any reason: (a) all Fees owed under this Agreement prior to such termination will be immediately due and payable (including, at minimum, the Fees due under this Agreement pro-rated based on Services provided by Substation prior to termination and any Fees attributable to non-cancelable commitments entered into by Substation prior to such termination); (b) all rights and subscriptions granted under this Agreement will terminate; (c) Customer will immediately cease all use of and access to the Offerings, including Customer Data on the Platform and any Substation Data obtained prior to termination; and (d) Substation may, in its sole discretion, delete Customer’s Account or Customer Data at any time. Customer acknowledges that Customer Data may continue to exist on the Platform after termination of this Agreement unless Customer actively deletes it prior to termination.

Survival. The following Sections will survive termination of this Agreement for any reason: 1, 5, 7, 8, 11, 12, 13, 14, 15, 17, 18, 19, and 20.

Suspension. Without limiting Substation’s right to terminate this Agreement, Substation may also suspend Customer’s access to its Account and the Platform (including Customer Data) and Services, with or without notice to Customer, upon any actual, threatened, or suspected breach of this Agreement or applicable Law or upon any other conduct deemed by Substation to be inappropriate or detrimental to Substation, the Substation Technology, or any other Substation product, customer, or user.

Representations and Warranties.

Warranties. Customer represents, warrants, and covenants to Substation that: (a) this Agreement forms a binding legal obligation on Customer’s behalf; (b) Customer has the legal right and authority to enter into this Agreement, to perform its obligations, and to grant the rights and licenses set forth herein; (c) Customer’s use of and access to the Offerings, including Customer Data, will comply with all applicable laws, rules, and regulations, including all data privacy and security laws (collectively, “Laws”), and will not cause Substation itself to violate any applicable Laws; (d) Customer has and will maintain all necessary consents, permissions, and rights necessary to (i) provide Substation with any Customer Data and for Substation to use such Customer Data as permitted under this Agreement, (ii) install the Pixel on, and collect information about visitors to, the Customer Sites and pass that information to Substation as contemplated by this Agreement; and (e) Customer’s use of the Offerings and Substation Technology and provision of Customer Data shall at all times comply with Customer’s privacy policy, terms of service, or the privacy rights of any consumer.

Agency Access and Use. If Customer is an advertising agency using the Offerings on behalf of one or more advertising clients, Customer represents and warrants that it has the authority to bind each such advertiser client to the terms of this Agreement and, upon Substation’s request, will provide written confirmation of such agency authority to Substation.

Disclaimers and Acknowledgements.

Disclaimers. CUSTOMER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL SUBSTATION TECHNOLOGY IS PROVIDED BY SUBSTATION AND ITS LICENSORS “AS IS” AND “AS AVAILABLE,” WITHOUT ANY REPRESENTATIONS, WARRANTIES OR COVENANTS OF ANY KIND. SUBSTATION EXPRESSLY DISCLAIMS, AND CUSTOMER DISCLAIMS ANY RELIANCE ON, ALL REPRESENTATIONS, WARRANTIES AND COVENANTS, WHETHER EXPRESSED OR IMPLIED, REGARDING THIS AGREEMENT AND ANY OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SUBSTATION DOES NOT REPRESENT OR WARRANT THAT THE OFFERINGS WILL MEET ALL OF CUSTOMER’S REQUIREMENTS; THAT CUSTOMER (OR ITS CLIENT’S OR USERS) WILL RECEIVE THE BENEFIT, PERFORMANCE, OR REVENUES THEY EXPECT TO OBTAIN FROM USING THE OFFERINGS; OR THAT THE OFFERINGS WILL BE UNINTERRUPTED, SECURE, COMPLETE, ERROR-FREE, OR FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS; OR THAT ALL DEFECTS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A PARTY OR ITS AGENTS OR REPRESENTATIVES WILL CREATE ANY REPRESENTATIONS, WARRANTIES OR COVENANTS UNLESS CONFIRMED IN WRITING BY SUCH PARTY AS AN AMENDMENT TO THIS AGREEMENT.

Acknowledgements: Customer acknowledges and agrees that it is solely responsible for: (a) its Ad Content and the performance of its Campaigns; (b) any Customer Sites and any other website to which an advertisement directs its targeted recipients; (c) all products and services advertised or on presented on Customer Sites, and any other Customer products and/or services; and (d) providing for and maintaining any systems, software, hardware, web browser and Internet service necessary to access and use the Offerings.

Indemnification. Customer shall, at its sole cost and expense, defend, indemnify, and hold harmless Substation, its affiliates, and its licensors, and each of their respective officers, directors, shareholders, employees, contractors, agents, and representatives from all losses, liabilities, judgments, awards, settlements, penalties, damages, fines, expenses, costs and fees (including reasonable attorneys’ fees and costs of collection) that are incurred in connection with any claim or allegation against any of them arising out of or related to: (a) the Customer Data, Ad Content, or the Customer Sites, or the permitted copying, production, use, display, disclosure, distribution, performance, advertising, or marketing of any Customer Data; (b) Customer’s access to or use of the Offerings or Substation Technology; (c) Customer’s advertisements, products, services, or other offerings; (d) any actual or alleged violation of Law, gross negligence, willful misconduct, or fraud by Customer or its Users or third parties acting on Customer’s behalf in relation to the Offerings; (e) any actual or alleged breach of Customer’s representations, warranties or covenants set forth in this Agreement; (f) any claim or demand for payment of any Taxes imposed in connection with any Campaign, and for any fines, penalties, or similar charges imposed as a result of Customer’s failure to collect, remit or report any Taxes in connection with any Campaign. Substation will provide Customer with notice of any such claim or allegation, and Substation will have the right to participate in the defense of any such claim at its expense. Customer shall not concede or settle or compromise any such claim or allegation without Substation’s prior written approval.

Limitation of Liability. SUBSTATION WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF OR ACCESS TO ANY SUBSTATION TECHNOLOGY (INCLUDING THE OFFERINGS), EVEN IF SUBSTATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY LOSS OF CUSTOMER CONTENT, OPPORTUNITY, REVENUES, OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. SUBSTATION’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND SUBSTATION’S PROVISION OF THE OFFERINGS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (1) THE TOTAL FEES PAID TO SUBSTATION FOR THE CAMPAIGN IN THE 6 MONTHS PRECEDING THE LIABILITY, AND (2) $10,000. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF SUBSTATION WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. IN STATES WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, EACH PARTY’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Confidentiality. For purposes of this Agreement, “Confidential Information” means the Platform and all Substation Data relating to, downloaded from, or otherwise obtained from the Platform, regardless of the form thereof, including all copies and extracts thereof. Customer will not disclose Confidential Information to any third party without Substation’s prior written consent. Customer may disclose the Confidential Information only to its employees who have a need to know the Confidential Information for purposes of their valid use of the Offerings as permitted under this Agreement and who are bound by an obligation of confidentiality at least as protective of the Confidential Information as this Agreement. Customer will treat all Confidential Information with the same degree of care as it treats its own confidential information which, in no event, will be less than reasonable care. Customer will not use the Confidential Information other than as expressly permitted in this Agreement. The foregoing restrictions are not intended to prohibit Customer from disclosing any Confidential Information to the extent required by applicable Law; provided, however, that Customer shall, to the extent legally permitted, provide Substation with notice of such requirement and assist Substation in seeking a protective order or other relief.

Privacy and Data Protection. The parties agree to comply with the Substation Data Processing Addendum, available at substation.com/dpa.html (“DPA”), the terms of which are incorporated herein by reference.

Export. Unless otherwise agreed by the parties in writing, the Services are provided only in the U.S. Any use of the Services outside the U.S. may be subject to U.S. export control Laws and may be subject to export or import regulations in other countries. Customer agrees to strictly comply with all such Laws and acknowledges that it has the responsibility to obtain such licenses to export, re-export, or import as may be required.

Dispute Resolution.

The parties agree that any Dispute that may arise between them will be resolved exclusively in accordance with the provisions of this Section 17. Except as otherwise provided in Section 17.2, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”) through discussion between the parties. Except as otherwise provided in Section 17.2, if any Dispute cannot be resolved through negotiations between the parties within 30 days of notice from one party to the other of the Dispute, either party may submit such Dispute for final settlement through binding arbitration by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be confidential and, except as necessary to enforce a judgement or otherwise required by applicable Law, neither party, nor the arbitrator, will disclose any materials produced, disclosed, or generated in relation to the arbitration or the fact that the parties are engaged in a Dispute. The arbitration will be conducted at a site specified by Substation in Los Angeles, California. The arbitrator will apply the Law set forth in Section 17.3 to any such arbitration and shall have the power to award any remedy available at Law or in equity; provided, however, that the arbitrator shall have no jurisdiction to amend this Agreement or grant any relief not permitted herein or beyond the relief permitted herein. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrator may not require payment of the costs, fees and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement. BY AGREEING TO ARBITRATE DISPUTES, CUSTOMER ACKNOWLEDGES IT IS WAIVING ITS RIGHT TO A TRIAL BY JURY OR A COURT. CUSTOMER ALSO HEREBY WAIVES ITS RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR ANY FORM OF COLLECTIVE OR REPRESENTATIVE ACTION AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONDUCT CLASS-WIDE ARBITRATION AND MAY ONLY DECIDE THE DISPUTE BETWEEN SUBSTATION AND CUSTOMER. IF ANY PART OF THE ARBITRATION AGREEMENT IS RULED TO BE INVALID, THEN THE UNDERLYING DISPUTE MUST BE RESOLVED BY A JUDGE, SITTING WITHOUT A JURY, IN A COURT OF COMPETENT JURISDICTION, AND NOT AS A CLASS ACTION LAWSUIT.

Irreparable Harm. Customer acknowledges and agrees that Substation will be irreparably harmed in the event that Customer breaches Section 5 or Section 14 and that monetary damages alone cannot fully compensate Substation for such harm. Accordingly, Customer hereby agrees that Substation shall be entitled to injunctive relief to prevent or stop breaches of such provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof, without the requirement of posting any bond.

Choice of Laws; Venue. This Agreement will be governed by the Laws of the State of California, without regard to conflicts of Law principles thereof. Subject to Section 17.1, the federal and state courts located in Los Angeles County, California will have sole and exclusive jurisdiction over any disputes arising hereunder and the parties hereby irrevocably submit to the personal jurisdiction of such courts.

STATUTE OF LIMITATIONS. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE OFFERINGS OR THIS AGREEMENT MUST BE FILED WITHIN 1 YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR IT WILL BE FOREVER BARRED.

Notices. Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to Substation by postal mail to 3616 Far West Blvd., Ste 117-103, Austin, TX 78731, attention “Legal Department” with a copy to legal@substation.com. Substation may provide Customer with any notices required or allowed under this Agreement by sending Customer an e-mail to any e-mail address Customer provide to Substation in connection with its Account, provided that in the case of any notice applicable both to Customer and other users of the Platform, Substation may instead provide such notice by posting on the Platform. Notices provided to Substation will be deemed given when actually received by Substation. Notice provided to Customer will be deemed given 24 hours after posting to the Platform or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.

Integrated Agreement; Amendments. This Agreement includes the DPA and all Supplemental Terms, each of which is incorporated into and made a part of this Agreement. This Agreement represents the entire understanding and agreement between the parties with respect to the subject matter of this Agreement and supersedes any and all oral or written agreements or understandings, whether written or verbal, between the parties as to the subject matter of the Agreement. Substation may revise or update this Agreement (including the DPA and Supplemental Terms) at any time in its sole discretion. Any changes will be effective upon posting the revised Agreement on the Platform or otherwise providing notice to Customer. Customer’s continued use of the Offerings after such changes become effective constitutes acceptance of those changes. If Customer does not agree to the amended terms, Customer must stop using the Offerings. Except as expressly set forth in this Agreement, no other amendment or modification of this Agreement will be effective unless in writing and signed by Substation.

Additional Terms. With the exception of any monetary obligations under this Agreement, neither party will be responsible for performance of its obligations hereunder where delayed or hindered by events beyond its reasonable control, including, without limitation, acts of God or any governmental body, war or national emergency, riots or insurrection, epidemic, sabotage, embargo, fire, flood, accident, strike or other labor disturbance, or interruption of or delay in systems, power or telecommunications under third-party control. All waivers by Substation under this Agreement must be in writing or later acknowledged by Substation in writing. Any waiver or failure by Substation to enforce any provision of this Agreement on one occasion will not be deemed a waiver by Substation of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with applicable law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with applicable law, and the remaining provisions will remain in full force. Customer may not assign or transfer either this Agreement or any of Customer’s rights or obligations hereunder (in whole or in part and including by sale, merger, consolidation, or other operation of law) without Substation’s prior written approval. Any assignment in violation of the foregoing will be null and void. Substation may assign this Agreement, in whole or in part, to any party that assumes Substation’s obligations hereunder. The parties hereto are independent contractors, not agents, employees, or employers of the other or joint venturers, and neither party acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. No term of this Agreement will be construed to confer any third-party beneficiary rights on any non-party. In this Agreement: (a) any headings are for reference purposes only and shall not be used in the construction and interpretation of this Agreement; (b) the singular number shall include the plural, the plural number shall include the singular; (c) if a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb); (d) “includes”, “including”, “for example”, “such as” and similar terms are not words of limitation; (e) a monetary amount is in U.S. dollars; and (f) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement. The Platform may contain links to third-party sites that are not under the control of Substation. Substation is not responsible for any content on any linked site and Customer chooses to access any third-party site from the Platform at its own risk.

Last Updated: December 3, 2025