Services; Statements of Work. This Agreement incorporates by reference the terms of the Terms of Use [LINK]. Challenge processes and procedures are as described in the Pearpop platform Terms of Use. Pearpop will provide certain Challenge services as set forth in one or more Statements of Work (the “Services”) in accordance with and subject to the terms in the body of this Agreement and the Pearpop platform Terms of Use. In case of any conflict between the terms of this Agreement and the Pearpop platform Terms of Use, the terms of this Agreement shall prevail.

Term. Unless earlier terminated in accordance herewith, this Agreement shall commence on the Effective Date and shall continue until all Services under all outstanding Statements of Work have been completed. If either Party materially breaches this Agreement (including failure to make any payment hereunder), the other Party may terminate this Agreement by giving thirty (30) days (twenty four (24) hours in the case of nonpayment) written notice to the other of such breach, unless the breach is cured within the notice period. In addition, following that date that is one (1) year after the Effective Date, either Party may terminate this Agreement by giving sixty (60) days written notice to the other, and provided Client shall pay Pearpop all amounts due or accrued as of such termination. Sections 2, 3, 5, 8.1 (excluding the last sentence), 8.3, 9.1, and 9.4-9.7 shall survive any termination or expiration of this Agreement.

Billing Procedures & Compensation; Expenses. Client agrees to pay Pearpop for the Services a processing fee in an amount equal to twenty-five percent (25%) of the budget set forth in the applicable Statement of Work for each Challenge which amount shall be deducted from the applicable budget. Unless otherwise set forth in a Statement of Work, Pearpop shall withdraw money from Client’s Pearpop wallet, for the full budget of the Challenge, including challenge payments, before the challenge begins.

Challenge Rules: Client will provide proposed challenge rules to Pearpop at least three (3) business days in advance of the planned launch time, for Pearpop’s prior approval. Client agrees that Client may not run any Challenge prior to Pearpop approving Client’s Challenge rules in writing. Client further agrees to run the Challenge in accordance with the Pearpop platform Terms of Use, this Agreement, and any advertising and promotion for the Challenge. Client also agrees that it will conduct the Challenge in accordance with the posted Challenge rules and will not change the rules or details of any Challenge after such Challenge and rules are approved by Pearpop, including without limitation during the Challenge; PROVIDED, HOWEVER, that Pearpop may at any time terminate a Challenge or require a change of rules, advertising, or any other details of a Challenge by written notice to Client in the event that continued conduct of the Challenge in accordance with the posted Challenge rules, advertising, or other details is prohibited in any respect by law or by the action of any judicial, administrative or like authority, by the terms of use for any applicable platform (or platforms) related to the Challenge, including without limitation any platform (or platforms) used by Client and/or Challenge participants, or as a result of an agreement with a third party to settle a dispute relating to a Challenge, or if Pearpop determines that the continued conduct of the Challenge in accordance with the posted Challenge rules, advertising, or other details may impose potential liability on Pearpop, in which case Client agrees to accept all required changes (including termination of the Challenge, as applicable) and to conduct the Challenge, advertising, and other details thereof in accordance with Pearpop’s requirements, which may include, at Pearpop’s discretion, revising the Challenge rules, advertising, and/or other details. In the event a Challenge is modified or terminated by Pearpop, or due to a Pearpop requirement pursuant to the terms set forth herein, no refund or repayment of any funds expended prior to such modification or termination shall be provided to Client, and Pearpop shall not be liable to Client or to any third party for any claims, damages, costs, or losses resulting from such modification or termination.

Confidential & Proprietary Information. Client agrees that any information and materials it makes available to Pearpop in connection with this Agreement, a Statement of Work, or any Challenge is considered non-confidential, and Client represents and warrants that Client will not make available information that Client considers confidential, proprietary, or personal to Pearpop in connection with this Agreement, a Statement of Work, or any Challenge. Client shall not disclose to Pearpop or use, except as required by this Agreement, non-public information obtained from Pearpop in connection with this Agreement (“Confidential Information”), and Client shall use reasonable efforts to keep such information confidential; provided, however, Client shall not be prohibited from disclosing or using information (i) that at the time of disclosure is publicly available or becomes publicly available through no act or omission of Pearpop, (ii) that is or has been disclosed to Client by a third party who is not under (and to whom Client does not owe) an obligation of confidentiality with respect thereto, (iii) that is or has been independently acquired or developed by Client, or (iv) to the minimum extent use or disclosure is required by court order or as otherwise required by law, on condition that notice of such requirement by law for such disclosure is given to Pearpop prior to making any such use or disclosure.

Indemnification. Client hereby agrees to indemnify, defend, and hold Pearpop, and its subsidiaries, officers, directors and employees, harmless from any losses, liabilities, causes of action and costs (including reasonable outside attorneys’ fees) from, or on account of, or related to any claims arising out of or in connection with the following: (i) any act, error or omission by Client, its employees, agents or contractors, in connection with this Agreement or connection with any Client Challenge; or (ii) any breach by Client of its obligations or representations and warranties hereunder.

Relationship of the Parties. Both Client and Pearpop agree that no joint venture, partnership, employment, or agency relationship exists as a result of this Agreement.

Intellectual Property Rights and Licenses.

8.1 Retention of Rights to Client Materials and License to Pearpop. Client shall retain ownership of all data, content or materials supplied by it in connection with this Agreement, a Statement of Work, or any Challenge (the “Client Materials”) and has sole responsibility for the accuracy, integrity, legality, reliability, appropriateness and intellectual property ownership or right to use of all such Client Materials. Client hereby grants to Pearpop an irrevocable non-exclusive, royalty-free, worldwide, perpetual, sublicensable license to distribute, display, publicly perform, stream, synchronize, digitally transmit and/or otherwise use and exploit the Client Materials and the Content, including any Client Marks (as defined below) provided or incorporated into the Client Materials or Content, in support of Pearpop’s performance of the Services and for marketing Pearpop and its services and as needed to exploit and exercise Client’s Challenges, any and all Content (including any modifications, improvements and derivatives of any of them), and to otherwise perform the Services. However, as between the Parties, Pearpop will own all intellectual property rights with respect to all of Pearpop’s existing intellectual property or derivatives, enhancements or modifications of Pearpop’s products or services, and all such rights are hereby retained by Pearpop; and as between the Parties, Pearpop makes no assignment of any sort to Client under this Agreement.

8.2 Trademark License. Client grants to Pearpop an irrevocable limited, non-exclusive, royalty-free, worldwide, perpetual, sublicensable license to distribute, display, publicly perform, stream, synchronize, digitally transmit and/or otherwise use and exploit the Client Marks in connection with the performance of the Services, for marketing Pearpop and its services, and to exploit and exercise Client’s Challenges, and any and all Content related thereto. “Client Marks” means any trademark, service mark, trade name, or proprietary logo or insignia or other source or business identifier associated with Client or its media properties or affiliated companies.

8.3 General Skills and Knowledge. Notwithstanding anything to the contrary in this Agreement, Pearpop shall not be prohibited or enjoined at any time by Client from utilizing any “skills or knowledge of a general nature” acquired during the course of performing the services specified under this Agreement. For purposes of this Agreement, “skills or knowledge of a general nature” shall include, without limitation, anything that might reasonably be learned or acquired in connection with similar work performed for another customer.

General:

9.1 Influencer Guidelines. To the extent social media influencers and other Pearpop users distribute Content in connection with a Client Challenge (“Influencers”), and to the extent applicable, including without limitation as may be specified in a Statement of Work, Client agrees to (i) require Influencers to adhere to the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (“FTC Endorsement Guidelines”) in connection with the Challenge; and (ii) Pearpop will use commercially reasonable efforts to support this in providing the Services, provided, however, that if Pearpop informs Client of any legal issues that may be implicated with respect to any endorsement and any judgment calls that must be made and Pearpop follows Client’s direction or instructions, and any such endorsement or action is later determined not to be compliant with applicable laws or regulations (including without limitation the FTC Endorsement Guidelines), Pearpop shall be deemed not to be in breach of this Agreement, and Client shall indemnify Pearpop with respect to such act or omission under Section 6(i) of this Agreement.

9.2 Representations and Warranties.