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THIS MASTER SERVICES AGREEMENT (the “Agreement”) is made and entered into as of _________________, 2022 (the “Effective Date”) by and between Outward Media, Inc., a California corporation with its principal place of business at 9229 Sunset Blvd. #410, Los Angeles, California 90069 (“OMI”), and _____________________________, a ______________ corporation with its principal place of business at _________________________________________________________________(“Customer”). OMI and Customer are sometimes referred to as the “parties” and individually as a “party,” as the context indicates.

R E C I T A L S:

WHEREAS, OMI is in the business of providing certain information services, including without limitation, e-mail append services, e-mail deployment services and database licensing services;

WHEREAS, Customer desires to engage OMI to provide certain services (the “Services”) as specifically set forth on the Service Schedule(s) attached hereto and incorporated by reference herein, which Service Schedule(s) must be executed by both parties in order to be deemed effective; and

WHEREAS, OMI desires to accept such engagement, upon the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1. Services. During the Term, as defined below, provided Customer is not in breach of this Agreement or any applicable Service Schedule(s), and further provided that Customer has made all payments required pursuant to this Agreement and/or any applicable Service Schedule(s), OMI shall, on a non-exclusive basis, provide Services to Customer as may be set forth from time to time in the form of the attached Service Schedule(s), or such other form as Customer and OMI may from time to time agree upon (each, a “Service Schedule”). At a minimum, any Service Schedule must be executed by Customer and OMI and must include (i) a reasonably detailed description of the project or services to be performed; (ii) a schedule and (if applicable) completion date; and (iii) a compensation and payment schedule. Each Service Schedule shall reference and incorporate this Agreement, and the terms and conditions set forth in this Agreement shall automatically govern OMI’s provision of Services under the Service Schedule(s). If a term in any Service Schedule(s) conflicts with a term in this Agreement, the provisions of this Agreement will prevail unless the Service Schedule(s) specifically states that the term in the Service Schedule(s) will prevail. OMI’s inability or failure to fulfill any ordered Services by the estimated availability date or Services date shall not constitute a breach of this Agreement, and OMI shall not be liable to Customer or any third party for any damages as a result of OMI’s inability or failure to deliver the Services. OMI agrees that in performance of its Services hereunder (and pursuant to any applicable Service Schedule(s)), Customer shall have complete autonomy and control over the intellectual property content of Customer’s web sites, software and hardware (“Customer Works.”) The parties further agree that the fact that this Agreement and applicable Service Schedule(s) may contain guidelines and restrictions on the actions of Customer and Customer Works, OMI shall not have any obligation to enforce or otherwise police such guidelines and restrictions, except as required by Law. OMI shall begin and complete the Services in accordance with the date(s) and time(s) specified in the Service Schedule(s). Customer shall timely make all payments set forth in the Service Schedule(s).

2. Term and Termination. (a)This Agreement shall commence as of the Effective Date and shall continue for a period of ____ years (__), unless terminated by either party pursuant to this Agreement. Notwithstanding the foregoing, in the event of material breach of this Agreement or any Service Schedule(s), either (non-breaching) party may terminate this Agreement or any specific Service Schedule(s) at any time on thirty (30) days written notice to the breaching party which notice contains a description of the reason for termination in sufficient detail to allow the breaching party to cure such breach. No such termination shall be effective unless the breaching party has failed to remedy the aforementioned breach within thirty (30) days of its receipt of a termination notice. Foregoing time periods shall be reduced to ten (10) days if breach is Customer’s payment failure. Parties agree termination of this Agreement shall be Customer’s sole remedy for any breach of the Agreement or any applicable Service Schedule(s).

(b) Either party may terminate this Agreement or any Service Schedule(s) for cause as of the date specified in a termination notice if the other party: (a) files for bankruptcy; (b) becomes or is declared insolvent; (c) is the subject of any proceedings (not dismissed within thirty (30) days) related to its liquidation, insolvency or the appointment of a receiver or similar officer for that party; (d) makes an assignment for the benefit of all or substantially all of its creditors, (e) takes any corporate action for its winding-up, dissolution or administration; (f) enters into an agreement for the extension or other readjustment of substantially all of its obligations; or (g) recklessly or intentionally makes any material misstatement as to financial condition.

(c) Termination of Agreement or a Service Schedule shall not affect another Service Schedule in effect, unless parties specifically agree in writing. The Agreement shall govern such Service Schedule(s) until they are terminated or performance has been completed. After the Agreement terminates, terms of the Agreement will remain in effect with respect to any Service Schedule entered into before termination. However, no Service Schedule may be entered into under the Agreement after termination. After a Service Schedule terminates or expires, terms of the Service Schedule (including those of the Agreement) that expressly or by their nature contemplate performance after the Service Schedule terminates or expires will survive and continue in full force and effect. For avoidance of doubt, provisions protecting data, privacy and Confidential Information, regarding data security, granting perpetual licenses, requiring indemnification, and setting forth limitations of liability each, by their nature, contemplate performance or observance after the Agreement or Service Schedule expires or terminates.

>3. Consideration. In consideration for Services, Customer shall pay OMI fees, costs, rates and charges as provided in the applicable Service Schedule(s) (the “Fees”). Upon completing the performance of Services or at milestones as set forth in an applicable Service Schedule or Purchase Order, OMI shall invoice Customer for the Fees then due. Unless otherwise set forth in any Purchase Order Form, each invoice shall be due and payable thirty (30) days following submission of such invoice by OMI. In the event of termination of this Agreement or any applicable Service Schedule(s), Customer is obligated to pay OMI for any Services or expenses incurred prior to the effective date of such termination, or for any Services and expenses pursuant to non-terminated Service Schedule(s). Except as otherwise set forth in any applicable Service Schedule(s), Customer shall be responsible for any sales, service, value-added, use, excise, consumption and any other taxes and duties related to the Services.


All payments will be U.S. Dollars. If Customer does not timely pay any invoice(s), Customer will also pay interest on the unpaid amount at the rate of two percent (2%) per month or the highest amount permitted by law, and Customer shall also pay OMI any costs of collection (including reasonable attorney’s fees). Customer’s obligation to pay invoiced amounts is absolute and unconditional and not subject to offset, defense or counterclaim. A breach of payment obligations shall be considered a material breach of Agreement. OMI is permitted to suspend work hereunder until default is cured by payment in full. If default is not cured following invoice, OMI may terminate the Agreement by written notice to Customer. Upon termination, OMI has no further obligation to provide Services. No action, suit or proceeding arising out of this Agreement or any Service Schedule(s) or concerning any invoice or other accounting hereunder or to the period of time to which such invoice or accounting relates may be maintained against OMI unless commenced within one (1) year after the date such invoice or accounting is delivered to Customer. All invoices shall be binding on Customer and not subject to objection unless written objection is made, stating basis thereof, delivered to OMI within six (6) months from the delivery of the invoice, or if an audit is commenced prior thereto, within three (3) months from the completion of the relative audit.

4. Independent Contractor. During the term of this Agreement or any applicable Service Schedule(s), OMI shall be an independent contractor of Customer. OMI shall not be an employee, partner or joint venturer with Customer. OMI shall not be entitled to participate in or receive benefits of any pension, retirement, medical insurance or other employee benefit plan of Customer. OMI shall be responsible for, pay and discharge any and all obligations to federal, state or local governments for income or earnings taxes, social security contributions, unemployment compensation contributions or any other similar obligations (including withholding taxes) arising out of the activities under the Agreement or any Service Schedule(s), and Customer shall be responsible for, pay and discharge any similar obligations arising out of its receipt of Services set forth herein or pursuant to any Service Schedule(s).

5. Intellectual Property Rights. (a)The term “OMI Works” means any of the following, used directly or indirectly by OMI in performing the Services, in any form or media: (a) formulae, algorithms, processes, procedures and methods; (b) designs, ideas, concepts, research, discoveries, inventions (whether or not patentable or reduced to practice) and invention disclosures; (c) know-how, trade secrets and proprietary information and methodologies; (d) technology; (e) computer software (in both object and source code form); (f) databases; (g) expressions, works and factual and other compilations; (h) protocols and specifications; (i) visual, audio and audiovisual works (including art, illustrations, graphics, images, music, sound effects, recordings, lyrics, narration, text, animation, characters, designs and all other audio, visual, audiovisual and textual content); (j) records of each of the foregoing, including documentation, design documents and analyses, studies, programming tools, plans, models, flow charts, reports, letters, memoranda and drawings; and (k) any other tangible results of the Services. The parties agree that OMI Works shall not include any visual, audio and audiovisual works (including art, illustrations, graphics, images, music, sound effects, recordings, lyrics, narration, text, animation, characters, designs and all other audio, visual, audiovisual and textual content) which is created by, licensed by, posted or otherwise provided by Customer, which shall be considered a part of the Customer Works as defined above.

(b) OMI and its licensors will retain ownership of all OMI Works developed or acquired by OMI (whether prior to or after the Effective Date) or independently from the performance of the Services, together with all related intellectual property rights. Except as otherwise set forth in an applicable Service Schedule(s), OMI shall also own exclusively all OMI Works developed, in whole or in part, by or on behalf of OMI for Customer pursuant to this Agreement or any applicable Service Schedule(s) together with all related intellectual property rights throughout the world (“OMI Developed Works”). Customer will and hereby does, without further consideration, assign to OMI any and all right, title or interest that Customer may now or hereafter possess in or to the OMI Developed Works. To the fullest extent permissible by applicable law, all copyrightable aspects of the OMI Developed Works will be considered “works made for hire” (as that term is used in Section 101 of the U.S. Copyright Act, as amended). Partial or incomplete versions of OMI Developed Works or OMI Works will be deemed OMI Developed Works or OMI Works, respectively.

(c) Customer will execute and deliver all documents and provide all testimony requested by OMI to register and enforce intellectual property rights in OMI Developed Works solely in the name of OMI. Customer irrevocably designates and appoints OMI as its agent and attorney-in-fact to act for and on its behalf to execute, register and file any applications, and to do all other lawfully permitted acts, to further the registration, prosecution, issuance and enforcements of the intellectual property rights in the OMI Developed Works with the same legal force and effect as if executed, registered and filed by Customer. Customer will not provide OMI: (i) any Customer Works other than those for which Customer has the right to grant the rights and licenses, or (ii) any Customer Works that would infringe upon any third party’s intellectual property or any other rights whatsoever. Customer shall remain solely and completely responsible and liable for all executory and other obligations relating to the Customer Works only insofar as they are not assigned to OMI pursuant to a written agreement.

(d) OMI grants to Customer a non-exclusive, non-transferable, non-assignable license (as set forth in an applicable Service Schedule) to such intellectual property rights in OMI Works and OMI Developed Works that OMI embeds in or otherwise provides with any Services only to the extent required to use and enjoy the Services. The parties acknowledge and agree that the foregoing right and license does not include the right for Customer to: (i) use, copy, modify, develop derivative works, sublicense, distribute, display and perform the OMI Works or OMI Developed Works other than as specifically set forth in any applicable Service Schedule(s), (ii) designate third parties to exercise those rights and licenses on behalf of Customer, or (iii) sublicense, transfer or assign any such rights.

(e) This Clause 5 will survive expiration or termination of the Agreement or any Service Schedule(s).

6. Covenant Against Disclosure of Confidential Information. (a) Each party (“Discloser”) may be required to exchange certain Confidential Information (as herein defined) and Trade Secrets (as herein defined) to the other party (“Recipient”). “Trade Secrets” means information (including but not limited to, confidential business information, processes, financial data, financial plans, product plans, lists of actual or potential customers or suppliers) that: (a) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. “Confidential Information” of a party shall mean written information that is given by the Discloser to the Recipient in a manner from or under circumstances in which the Recipient would reasonably understand such material to be confidential, whether or not such material is marked as “proprietary” or “confidential”, as well as all other information (whether written or oral) belonging to or pertaining to the Discloser that does not constitute a Trade Secret of the Discloser and that is not generally known by or available to the Discloser’s competitors but is generally known only to the Discloser and those of its employees, independent contractors, clients or agents to whom such information must be confided for internal purposes or is otherwise treated as proprietary and confidential by Discloser. Customer agrees that OMI’s databases and the results and proceeds of OMI’s append services shall be deemed Trade Secrets and all other OMI Works and the results and proceeds of OMI’s Services generally shall be deemed Confidential Information. Confidential Information may be written, oral, recorded, or on tape, disks or other electronic media. Recipient shall protect and keep confidential all Confidential Information and Trade Secrets disclosed by Discloser using at least the same degree of care as it employs to protect its own confidential information and trade secrets of a similar nature, but not less than a reasonable standard of care, and shall only use or disclose any such Confidential Information or Trade Secrets for the purposes of performing its obligations set forth in this Agreement and/or a Service Schedule, except as may be authorized by Discloser in writing. If an officer, director, employee, agent or representative of Recipient has a need to know Confidential Information or Trade Secrets of Discloser (“Representative”) and Recipient discloses such Confidential Information or Trade Secrets to such Representative, Representative shall be advised that such Confidential Information or Trade Secrets are subject to confidentiality obligations and the Representative shall be subject to confidentiality obligations with terms that are substantially similar to the terms of this Section. Recipient is responsible for breach of the Agreement by any Representative. Recipient shall not copy or otherwise reproduce, in whole or in part, any Confidential Information or Trade Secrets of Discloser without the prior written authorization of Discloser, except as may be reasonably necessary to fulfill its obligations under this Agreement. Title to the Confidential Information and Trade Secrets of Discloser, and all copies thereof, shall be and remain with Discloser. No right or license is granted by Discloser to Recipient with respect to its Confidential Information or Trade Secrets, except as expressly set forth in this Agreement.

(b) Obligations of confidentiality and limitation on use set forth herein shall survive termination or expiration of the Agreement and Service Schedule(s) for three (3) years following termination or completion of the last outstanding Service Schedule under the Agreement, except with respect to Trade Secrets which shall be maintained in confidence for so long as such are Trade Secrets. Upon termination or expiration of the Agreement and any Service Schedule, or earlier if requested by Discloser, Recipient shall return all written materials containing any Confidential Information. Recipient shall confirm and destroy copies of any analyses, compilations, studies or documents prepared by Recipient containing or reflecting Confidential Information or Trade Secrets.

(c) Confidentiality obligations do not apply to any information which: (i) was previously known to Recipient; (ii) is or becomes publicly available, through no fault of Recipient; (iii) is disclosed to Recipient by a third party having no confidentiality obligation to Discloser; (iv) is independently developed by Recipient, provided that Recipient can demonstrate such development did not involve use of or reference to Confidential Information or Trade Secrets of Discloser; or (v) is required to be disclosed as a matter of law, regulation or order, provided Recipient shall notify Discloser in advance of such disclosure and cooperate in seeking confidential treatment thereof, and Recipient shall redact Confidential Information and Trade Secrets of Discloser that Recipient is not required to disclose.

(d) Recipient acknowledges Confidential Information and Trade Secrets of Discloser are unique property of extreme value to Discloser and Discloser will suffer substantial damages not readily ascertainable or fully compensable in terms of money in event of breach by Recipient or any Representatives of its obligations under this Clause. Recipient agrees that Discloser is entitled (without limitation of other rights or remedies) to obtain an injunction without posting any bond from any court of competent jurisdiction preventing or prohibiting the continuance or recurrence of any breach of the confidentiality provisions contained in this Clause 6.

7. Representations and Warranties. (a) As of the Effective Date of the Agreement and upon entering into each Service Schedule, each party represents and warrants to the other that: (i) it is duly incorporated, validly existing and in good standing under the laws of its state of incorporation; (ii) it has all necessary corporate power and authority to enter into the Agreement and Service Schedule(s); (iii) execution, delivery and consummation of transactions contemplated thereby have been authorized by all necessary corporate action and do not violate any judgment, order, or decree; and (iv) execution, delivery, performance and consummation of transactions contemplated by the Agreement and Service Schedule(s) do not and will not violate any Laws (defined, infra).

(b) Customer represents and warrants that: (a) Customer is now and will remain, throughout the Term of Agreement or applicable Service Schedule in compliance with all foreign (including European Union and similar associations) and United States Federal, state and local laws, rules, statutes, enactments, orders and regulations, including any governmental agency, and all interpretations of and changes, supplements or replacements to, any of the foregoing (collectively, “Laws”) applicable to Customer (directly, or indirectly through OMI), and (b). Customer will receive and utilize results and proceeds of Services and perform all obligations to OMI in compliance with all Laws, and (c) Customer shall comply with all covenants and conditions of the Agreement and any applicable Service Schedule, and (d) to Customer’s knowledge, no Customer Works, software, data or other information provided directly or indirectly by Customer will contain any virus, trojan horse, self-replicating or other computer instructions that may, without OMI’s consent: (i) alter, destroy, inhibit or discontinue OMI’s effective use of such information or any OMI resource; (ii) erase, destroy, corrupt or modify any data, programs, materials or information used by OMI; (iii) store any data, programs, materials or information on OMI’s computers; or (iv) bypass any internal or external security measure to obtain access to OMI’s resources or information, and (e) that none of the Customer Works or data provided to OMI in connection herewith, nor any part thereof, violates or will violate or infringes or will infringe any trademark, service mark, trade name, contract, agreement, copyright (whether common law or statutory), patent, literary, artistic, dramatic, personal, private, civil or property right or right of privacy or publicity or “moral rights of author” or any other right whatsoever, or slanders, defames or libels any person, firm, corporation or association whatsoever, nor does it contain any content that is obscene or otherwise illegal to distribute within the world, and (f) Customer has obtained authorization from any third party necessary to allow OMI to utilize any Customer Works in connection with this Agreement or any applicable Service Schedule(s).

(c) Without limiting the generality of the foregoing, Customer warrants and represents that it shall use reasonable commercial efforts to cause its end-users, licensees, assignees and successors to comply with the foregoing. Customer acknowledges OMI has no ability or responsibility to prevent unauthorized use, fraudulent use or any other use of or access to Services by third parties. Customer shall be liable for all use or misuse of the Services hereunder except to the extent attributable to the gross negligence or willful misconduct of OMI, irrespective of whether such use or misuse was unauthorized, fraudulent or otherwise. Claims of unauthorized use, fraudulent use or any other misuse shall not constitute a valid basis for dispute of an invoice. Customer shall not be liable for any third party misuse or unauthorized access of OMI’s databases except that which is directly or indirectly related to Customer or the Services.


(e) This Clause will survive expiration or termination of this Agreement or any Service Schedule(s).

8. Indemnification and Limited Liability. (a) OMI will indemnify, defend and hold harmless Customer and all of its direct and indirect officers, directors, shareholders, employees, agents, successors and assigns (each, a “Customer Indemnified Person”) from any and all losses, liabilities, damages (including taxes), costs and expenses, including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties (collectively, “Losses”), due to, arising from or relating to third party claims, demands, actions or threat of action (whether in law, equity or in an alternative proceeding ) arising from or relating to: (i) OMI’s actual or alleged breach of any warranty set forth in this Agreement or any Service Schedule(s); (ii) OMI’s failure to comply with Laws; (iii) any actual or alleged infringement, violation or misappropriation of the intellectual property rights of any third party by OMI (which does not involve Customer Works); or (iv) the grossly negligent, willful or reckless acts or omissions of or by OMI (individually and collectively “Customer Indemnified Claim”).

(b) Customer will indemnify, defend and hold harmless OMI, and all of its direct and indirect officers, directors, shareholders, employees, agents, successors and assigns (each a “OMI Indemnified Person”) from any and all Losses due to, arising from or relating to third party claims, demands, actions or threat of action (whether in law, equity or in an alternative proceeding) arising from or relating to: (i) Customer’s actual or alleged breach of any warranty or other provision set forth in the Agreement or any Service Schedule(s); (ii) actual or alleged infringement, violation or misappropriation of any copyright, patent, trademark, service mark, trade secret or other intellectual property right(s) and/or other right(s) of a third party by Customer; (iii) Customer’s failure to comply with Laws; iv) grossly negligent, willful or reckless acts or omissions of Customer; or (v) Customer Works or other materials provided to OMI by Customer which actually or allegedly violate any third party right(s) including any right(s) of privacy, publicity or are deemed obscene, libelous, defamatory or disparaging (individually and collectively, "OMI Indemnified Claim"). Customer Indemnified Claim and OMI Indemnified Claim may be referred to as an "Indemnified Claim".

(c) No settlement or compromise that imposes any liability or obligation on any Indemnified Person will be made without the Indemnified Person’s prior written consent (not to be unreasonably withheld or delayed).

(d) A party entitled to indemnification pursuant to this Agreement shall, with respect to any claim made against such indemnified party for which indemnification is available, notify the other party in writing of the nature of the claim as soon as practicable but not more than ten (10) days after the indemnified party receives notice of the assertion of the claim. (The failure by an indemnified party to give notice as provided, above, shall not relieve the indemnifying party of its obligations hereunder, except to the extent that the failure results in the failure of actual notice and the indemnifying party is damaged as a result of the failure to give notice.) Upon receipt of notice of the assertion of a claim, the indemnifying party shall employ competent counsel and shall assume the defense of the claim. Each party shall cooperate in the defense of any claim for which indemnification is available and shall furnish such records, information, testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may reasonably be requested by the other party.


(f) The limitations and exculpations of liability set forth above shall not apply to: (i) a party’s defense and indemnification obligations under this Agreement; (ii) a party’s breach of its obligations with respect to Confidential Information, Trade Secrets, Customer Works, OMI Works or OMI Developed Works; (iii) Customer’s breach of limitations on use of Deliverable Email Addresses (if applicable) or (iv) fraud, or a party’s gross negligence or willful misconduct.

9. Remedies. Remedies contained herein for breach of the Agreement are not exclusive, but are cumulative and pursuit of one shall not be deemed to exclude any and all other remedies which may be pursued at law or in equity. Customer acknowledges OMI will be irreparably harmed if Customer breaches (or attempts or threatens to breach) certain terms and conditions hereof which are not remedied or would not be fully-remedied or compensated by monetary damages. If a court of competent jurisdiction finds that Customer has breached (or attempted or threatened to breach) any such obligations, Customer agrees that, without any additional findings of irreparable injury or other conditions to injunctive relief, it will not oppose the entry of an appropriate order compelling performance by Customer and restraining it from any further breaches (or attempted or threatened breaches).

10. Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of California, without giving effect to the principles of California law relating to conflicts of laws. Notwithstanding the foregoing, claims for equitable relief may be brought in any court with proper jurisdiction within the U.S.. The UN Convention on International Sale of Goods does not apply to the transactions contemplated by this Agreement. Both parties agree to waive any right to have a jury participate in the resolution of the dispute or claim, whether sounding in contract, tort or otherwise, between any of the parties or any of their respective affiliates arising out of, connected with, related to or incidental to this Agreement to the fullest extent permitted by law.

11. Benefit and Assignment. The Agreement is binding upon and shall inure to benefit of parties hereto and their respective successors and assigns; provided that neither party shall assign rights or delegate duties under the Agreement without prior written consent of the other party, which may be withheld in such party’s sole discretion. Notwithstanding the foregoing, each party shall have the right to assign this Agreement, upon written notice to the other party, to any entity with which it merges or by which it is acquired, provided that the assignee entity agrees to be bound by the terms and conditions of this Agreement and Customer shall have the right to assign this Agreement to its subsidiary or affiliate entities as long as Customer remains primarily liable for all obligations set forth herein. OMI shall have the right to assign its right to receive and pursue payments hereunder.

12. Notices. Any notice, demand or request required or permitted to be given under the provisions of the Agreement shall be in writing and deemed to have been duly delivered (i) on date of personal delivery or (ii) on date of receipt if mailed by registered or certified mail, postage prepaid and return receipt requested, or by overnight courier, to addresses first listed above or such other address as a party may request by notice to the other party. Courtesy copies of notices to OMI shall be sent to Weston, Garrou & Mooney, 12121 Wilshire Blvd. Suite 900, Los Angeles, CA 90025, Attn: Mark P. Binder.

13. Captions. The captions of sections of this Agreement are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

14. Publicity and Use of Name. Neither party shall release any press release or public statement regarding this Agreement without the prior written consent of the other party. Neither party shall use the name of the other party or any trademark, logo or tradename of the other party, without the prior written consent of the other party.

15. Entire Agreement. The Agreement, including Service Schedule(s) attached hereto and incorporated by reference, and those other Service Schedule(s) referencing this Agreement constitute(s) entire agreement among the parties with regard to Services to be provided by OMI, and supersedes all prior agreements, understandings, inducements or conditions, express or implied, oral or written, relating to the subject matter of the Agreement and cannot be amended except by a written agreement signed by the party against which enforcement is sought. The Agreement and any Service Schedule(s) may be executed in any number of counterparts, each shall be deemed an original, all of which together are a single agreement between the parties.

16. Relationship. The relationship between the parties is not that of partners, agents, or joint venturers. OMI and Customer will at all times be independent contractors. Neither party will have any right, power or authority to enter into any agreement for or on behalf of, or to assume or incur any obligation or liabilities, express or implied, on behalf of or in the name of, the other party. This Agreement (and any applicable Service Schedule) will not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon either party.

17. No Implied Waivers. The waiver or failure of either party to exercise, in any respect, any right or remedy shall not be deemed a waiver of any further right or remedy herein.

18. Severability. If any provision of the Agreement or Service Schedule(s) is held invalid, illegal or unenforceable, the validity, legality and enforceability of remaining provisions shall not be affected or impaired thereby.

19. No Drafter. Each party acknowledges the Agreement and Service Schedule(s) have been the subject of active and complete negotiations, and that this Agreement should not be construed in favor of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of this Agreement.

20. Force Majeure. Except for payment obligations hereunder, each party is excused from performance under the Agreement and shall have no liability to the other party for any period if it is prevented from performing any obligations, in whole or part, as a result of material delay caused by the other party or by act of God, war, terrorism, civil disturbance, court order (except for such court order prohibiting OMI’s performance of Services provided hereunder or pursuant to applicable Service Schedule(s)), or natural disaster (each, "Force Majeure Event"), but excluding: (a) labor and union-related activities, (b) non-performance of OMI personnel (unless such non-performance is due to a Force Majeure Event). The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.

21. Arbitration. If parties are unable to resolve a dispute informally, dispute shall be submitted to final and binding arbitration. Arbitration shall be initiated and conducted according to JAMS Streamlined (for claims under $250,000) or JAMS Comprehensive (for claims over $250,000) Arbitration Rules and Procedures, except as modified herein, including Optional Appeal Procedure, at the Los Angeles office of JAMS, or its successor ("JAMS") in effect when request for arbitration is made (the "Arbitration Rules"). Parties waive the right to seek punitive damages and arbitrator shall have no authority to award such damages. Arbitrator will provide a detailed written statement of decision, which will be part of the arbitration award and admissible in any judicial proceeding to confirm, correct or vacate the award. If a party refuses to perform any or all obligations under the final arbitration award (following appeal, if applicable) within 30 days of such award being rendered, then the other party may enforce the final award in any court of competent jurisdiction in Los Angeles County. The party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys' fees, incurred in enforcing the award, to be paid by the party against whom enforcement is ordered. Notwithstanding the foregoing, OMI shall be entitled to seek injunctive relief in the state and federal courts of Los Angeles County. Any dispute or portion, or claim for a particular form of relief (not precluded by a provision of the Agreement), that may not be arbitrated pursuant to applicable state or federal law may be heard only in a court of competent jurisdiction in Los Angeles County, California.


22. Attorney’s Fees. In the event that any arbitration or legal action becomes necessary to enforce or interpret the terms of this Agreement or a dispute arises based thereupon, the prevailing party shall be entitled, in addition to its court costs, to such reasonable attorneys' fees, expert witness fees and legal expenses as may be fixed by an arbitrator or court of competent jurisdiction.

23. Advice of Counsel. Each party to this Agreement hereby acknowledges that it has read and understands each of the provisions set forth herein; that each party has had the opportunity to consult with counsel of their own choice in connection with the negotiation and preparation of this Agreement, and to have each of the provisions set forth herein fully explained by such counsel; and that this Agreement is entered into freely, voluntarily, and without any duress or undue influence of any nature by, or on behalf of, any person or entity.

24. Survival. Terms of the Agreement and Service Schedule(s) that by their nature should survive termination or expiration will survive, including, without limitation, accrued payment right, confidentiality, representations and warranties, limited liability and indemnifications.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their duly authorized signatories, all as of the date first above written.

Outward Media, Inc.



By: ____________________________

Title: ___________________________


By: ____________________________

Title: ___________________________

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