Standard Advertising insertion order Terms and Conditions Mine Media

Standard Terms and Conditions

The parties agree to the following terms and conditions (the “Standard Terms”):

1. Authorization; Payment. The Advertiser hereby authorizes MINE MEDIA to run certain
advertising commercials and/or any other promotions detailed herein pursuant to the
terms and conditions of this Advertising Order. MINE MEDIA shall invoice the Advertiser for
all amounts due under the Advertising Order upon execution of the Advertising Order.

The Advertiser shall make all invoiced payments to MINE MEDIA within 30 days from the date of the invoice but prior to the first airing of the Advertiser's TV commercials ("TVCs"). Any amounts not paid when due shall be assessed a finance charge of 12% per annum, or the legal maximum, whichever is lower. MINE MEDIA's obligations under this Advertising Order are contingent upon the Advertiser’s timely remittance of all payments required hereunder and the performance of all its other obligations under this agreement.

The Advertiser and Agency are jointly and severally liable for all amounts not paid when due and for the performance of all other obligations of the Advertiser under this agreement. In the event that the Advertiser fails to make timely payment, the Advertiser will be responsible for all
reasonable expenses (including legal fees) incurred by MINE MEDIA in collecting such amounts. If the Advertiser does not make payments when due or is otherwise in breach of any term contained herein, MINE MEDIA will have the option of terminating this Advertising Order upon delivery of written notice to the Advertiser.

2. Positioning. Except as expressly provided in this Advertising Order, the positioning of the advertisements within the applicable Display System(s) is at the sole discretion of MINE MEDIA unless otherwise agreed. The Advertiser acknowledges that MINE MEDIA has not made any guarantees with respect to usage statistics or levels of impressions for any
advertisement. To the extent that MINE MEDIA provides the Advertiser with estimated usage statistics, it does so only as a courtesy and shall not be liable for any claims relating to such usage statistics.

3. License Grant. The Advertiser grants to MINE MEDIA a non-exclusive, royalty-free right, but not the obligation, to reproduce, publish, publicly display, perform, transmit, and otherwise use the contents of any and all advertisements or other promotional materials submitted by the Advertiser and/or Agency, including, but not limited to, all trademarks
appearing therein (collectively, the “Promotional Materials”) in conjunction with the advertisements and promotions described in this Advertising Order. Except as expressly provided herein, no right, title, or interest in either party’s name, trademarks, slogans, or logos, or those of any of their Related Parties, is granted under this Advertising Order.

Further, nothing contained herein shall be construed to constitute the Advertiser and MINE MEDIA as principal and agent, employer and employee, or partners, nor shall any similar relationship be deemed to exist between the parties. Neither party shall have any power to
obligate or bind the other party.

4. Representations; Indemnification. The Advertiser warrants and represents that it has all necessary rights to grant MINE MEDIA, and/or any parent, subsidiary, affiliate, or other related entity of MINE MEDIA, and their officers, directors, shareholders, agents, and employees (“Related Parties”), the right to use the Promotional Materials pursuant to this Advertising Order without infringing upon or breaching any rights of any third party, including, but not limited to, intellectual property rights, statutory or common law rights, or contractual rights. The Advertiser and Agency further warrant and represent that each
element of the Promotional Materials has been fully cleared for all television and broadcast formats and media, as applicable, and that the Advertiser has secured all necessary intellectual property rights, tangible property rights, and any and all third-party licenses and consents, including, but not limited to, copyrights, rights of privacy and
publicity, trademark rights, and music performance and synchronization rights, all at the Advertiser’s sole cost and expense. Notwithstanding MINE MEDIA’s right of approval under Section 5 below, the Advertiser and Agency agree, jointly and severally, to indemnify and hold MINE MEDIA and its Related Parties harmless against any and all losses, costs,
damages, and expenses of any kind or nature (including reasonable attorneys’ fees and costs) incurred by MINE MEDIA and/or any of its Related Parties in connection with any claim arising out of or in connection with the publication and/or use of any Promotional
Materials or other material of the Advertiser.

This Section 4 shall survive the termination of this Advertising Order.

5. Promotional Materials. The Advertiser shall provide all Promotional Materials in accordance with MINE MEDIA’s policies and procedures, including, without limitation, the manner of transmission to MINE MEDIA and the due dates for delivery to assure timely production, publication, and installation of the advertisement. MINE MEDIA shall not be
required to publish any Promotional Materials that are not received in accordance with such policies and procedures. All Promotional Materials prepared by the Advertiser and/or Agency shall be subject to MINE MEDIA’s prior approval. In the event that MINE MEDIA disapproves of the Promotional Materials or any element thereof, the Advertiser shall
promptly deliver satisfactory substitute Promotional Materials to MINE MEDIA.

If any advertising benefit is not provided due to MINE MEDIA’s disapproval of the Promotional Materials or the Advertiser's failure to deliver satisfactory substitute materials promptly, the Advertiser acknowledges and agrees that it shall still be obligated to pay MINE MEDIA all sums set forth in this Advertising Order.

6. Cancellation; Confidentiality. This Advertising Order is non-cancelable by the Advertiser.

The Advertiser and Agency agree not to disclose any terms of this Advertising Order to any third party.

7. Limitation of Liability. In the event that MINE MEDIA fails to publish any advertisement in accordance with the schedule agreed upon pursuant to this Advertising Order (or in the event of any other failure, technical or otherwise, of such advertisement to appear as provided in this Advertising Order), the sole liability of MINE MEDIA to the Advertiser shall
be limited, at MINE MEDIA’s discretion, to either a pro rata refund of the advertising fee paid hereunder, if any, or placement of the advertisement at a later date in a comparable position or in an alternate manner. In no event shall MINE MEDIA be responsible for any consequential, special, or other damages, or loss of profits, arising under this Advertising Order. Without limiting the generality of the foregoing, MINE MEDIA shall have no liability for any failure or delay resulting from any governmental action, act of war or terrorism, fire, flood, earthquake, power failure, riot, explosion, labor or material shortage, carrier interruption of any kind, work slowdown, or any other condition beyond the control of MINE
MEDIA.

8. Miscellaneous. This Advertising Order is subject in all respects to all relevant federal, state, and municipal laws, regulations, rules, orders, and decisions. This Advertising Order shall be governed and construed in accordance with English law, without giving effect to principles of conflicts or choice of law.

The parties hereto irrevocably submit to the nonexclusive jurisdiction of the English courts in respect of any dispute or matter arising out of
or connected with this agreement. This Advertising Order constitutes the entire agreement between the parties with respect to the subject matter hereof and shall not be modified except by a written agreement signed by the parties.

The Advertiser may not resell, assign, or transfer any of its rights hereunder without the prior written consent of MINE MEDIA, which may be withheld with or without cause or reason. Subject to the foregoing
limitations, this Advertising Order will inure to the benefit of and be binding upon the parties hereto, their successors, administrators, heirs, and permitted assigns.

9. Entire Agreement. This agreement has been drawn up in writing. No verbal agreements have been made.