BETWEEN:

(1) A user of the MEG services (“Client”); and

(2) Media Exchange Group Ltd a company registered in England and Wales under Company Number

12347508 whose registered office is at 16 Mortimer Street, London, England, W1T 3JL (“MEG”);

(3) Collectively known as the “Parties”.

INTRODUCTION:

(A) The Client wishes to sell media advertising space and the MEG wishes to provide access to media

selling opportunities via its MEG Platform and such other additional services as more particularly

described in the corresponding Scopes of Work attached to this Agreement.

(B) The Parties agree that such services and deliverables shall be supplied in accordance with the

terms of this Agreement.

IT IS AGREED AS FOLLOWS:

1. Definitions & Interpretation

1.1 Definitions used in this Agreement are defined in Schedule 1.

1.2 Definitions which are relevant and used only within a particular clause or Schedule are defined in

that clause or Schedule.

2. Appointment & Scope of Work

2.1 The MEG acts in all its contracts with third Parties with regard to the provision of Services set out

in the Annual Scope of Work and any Project Scopes of Work (if applicable) as a principal in law.

2.2 During the Term, the MEG shall perform the Services and (where relevant) shall supply the

Deliverables to the Client in the Territory in relation to the Accounts in accordance with the Annual

Scope of Work and any Project Scopes of Work (if applicable) which are agreed between the

Parties from time to time in writing.

2.3 The Parties may agree new Projects from time to time by agreeing new Project Scopes of Work in

writing which shall automatically form part of this Agreement once signed by both the Authorised

MEG Approver and Authorised Client Approver.

2.4 The Annual Scope of Work may incorporate one or more Schedules which shall form part of this

Agreement for the duration of the Annual Scope of Work. These Schedules add to and amend

these General Terms tailoring them to the different categories of Services covered by the Annual

Scope of Work.

2.5 A Project Scope of Work may incorporate one or more Schedules which shall form part of this

Agreement only for the duration of that Project. These Schedules add to and amend these General

Terms tailoring them to the different categories of Services covered by that Project Scope of Work.

3. Term

3.1 This Agreement shall commence on the Effective Date and shall continue for the Initial Period and

thereafter subject to earlier termination in accordance with clause 22, unless and until terminated

by either Party giving not less than six months' notice in writing to the other Party such notice to

expire no earlier than the end of the Initial Period.

4. Client’s Obligations

4.1 The Client shall:

(a) provide accurate information relating to its Media Placements from the upload of Media

Placements onto the MEG Platform and keep the associate Specifications fully updated until the

Media Placement is rendered (i.e. the advert is shown on the by the Client via its media in

accordance with the Specifications in conjunction with the relevant Media Buyer), including, but not

limited to: correct pricing, availability, up to date metrics and data associated with Media Placement

such as forecasted audience volumes and demographics, associated content attached to the Media

Placement such as programme / events / podcast etc;

(b) to the best of its abilities render the Media Placement purchased by Media Buyers in accordance

with their entire Specifications as per the bid approved by the Client;

(c) immediately provide an alternative Media Placement of similar value and Specification to the

original Media Placement which was bid upon to the Media Buyer should Fail Media occur;

(d) approve or reject bids by Media Buyers on the MEG Platform as soon as reasonably possible,

(e) provide the rules associated with the Client’s Media Placements from the outset of use of the

MEG Platform, keeping them up to date, and abiding by said rules;

(f) provide confirmation of rendering of Media Placements or Failed Media as agreed by both the

MEG and the Client;

(g) obtain and maintain all necessary licences and consents and comply with all relevant legislation

as required to enable the Media Buyer and the MEG to comply with this Agreement, including in

relation to the use of all Client Materials;

(h) ensure that the relevant Client terms feature an easy-to-understand privacy policy and, if

applicable, any other measures that are necessary to comply with:

(1) Applicable Laws; and

(2) Client Industry Laws;

(i) comply with any additional responsibilities of the Client as set out in the relevant Scope of Work

4.2 The Client agrees to conduct itself with integrity when using the system. The Client will abide by

the MEG policies of usage which may be adjusted by the MEG from time to time, and will guarantee

that the Client’s behaviour on the MEG Platform does not result in, or is intended for, market

manipulation, unethical conduct, exploitation, fraud etc. as defined by the MEG. The MEG may at

any time review practices and behaviour of the Client on the MEG Platform and at its sole discretion

determine if the Client has been acting without integrity. In such circumstances the MEG may

suspend an account, terminate the Agreement with immediate effect, or seek damages from the

Client.

5. Obligations towards Media Buyers

5.1 The Client will make their specific terms and conditions to purchase of the Client’s Media

Placements available for Media Buyers in advance and provide reasonable notice should changes

to these terms and conditions occur so that a Media Buyer can mitigate against possible impacts

to the purchase of Media Placements on the MEG Platform.

5.2 The Client shall ensure that all Media Placements made available on the MEG Platform are

accurate both in terms of Specifications and can be genuinely purchased.

5.3 The Client shall not coerce, encourage, incentivise or influence a Media Buyer on the MEG

Platform to buy Media Placements identified on the MEG Platform directly, thus circumventing the

MEG Platform. This includes offering alternative Media Placements to those bid for by the Media

Buyer at bidding stage or approval stage.

5.4 The Client shall approve or reject bids in a timely manner so that trading deadlines imposed by the

Client on Media Buyers are not missed as a consequence.

5.5 MEG is not responsible for any acts or omissions of the Media Buyers that violate such terms and

conditions nor is MEG responsible for the Client’s acts or omissions.

6. Service Delivery

6.1 The MEG will provide the Client with clear and full instructions as to the Log Level Data it

reasonably requires in order to perform the Services and to provide the Deliverables.

6.2 The MEG shall:

(a) apply such time, attention, and reasonable skill and care as may be necessary or

appropriate for its proper performance of the Services and provision of the Deliverables;

(b) comply with all lawful and reasonable directions regarding the Services and Deliverables

communicated to it from time to time by the Client (provided such directions do not

materially deviate from or add to the applicable Scope of Work and any such material

amendment must be agreed in accordance with clause 10.1);

6.3 If at any time the MEG becomes aware that it may not be able to perform the Services or deliver

any Deliverables set out in the applicable Scope of Work (or any other deadline agreed by the

Parties in writing), the MEG will promptly notify the Client and give details of the reasons for the

delay.

7. Media Services

7.1 The MEG shall display available Media Placements from the Client for Media Buyers to purchase

on its MEG Platform and will facilitate bids for Media Placements by the Media Buyer to the Client

for approval.

7.2 Successful bids are wholly dependent by approval by the Client. The MEG takes no responsibility

for approvals or rejections and the Client does not need to give reason for any bid rejection.

7.3 The MEG shall use reasonable care and skill to ensure pricing and bids are reflective of information

provided by the Client and Media Buyer when displayed on the MEG Platform.

7.4 Once a bid has been accepted the Client must abide by the conditions set out in Clause 8. A Client

may not cancel a bid once it has been approved by the Client and the Client has confirmed in

writing that all pre-conditions associated with the Media Placement are met by the Media Buyer. It

is acknowledged by the Parties that Media Buyers may be able, upon the Client’s approval either

written or via the MEG Platform, to sell on a Media Placement on the Secondary Market where

conditions allow subject to Schedule 2.

7.5 The Client will provide confirmation to the MEG at weekly intervals of the rendering of the Media

Placement and ensure placement compliance with Media Buyer Specifications and Advertising

Regulations.

7.6 The MEG agrees to outline to the Media Buyer relevant deadlines for the provision of Media Buyer

Materials to the Client as advised by the Client.

7.7 This Agreement shall take precedence over and supersedes any other agreements or terms and

conditions between the Client and the MEG Group relating to Media Placements (including but not

limited to any trading desk or inventory media terms and conditions which are made available by

the Client from time to time). Any attempt to amend this Agreement by the Parties shall not be

valid unless signed by the Authorised Representative of Client in writing. For the avoidance of

doubt, the signature or acceptance by a member of staff of Client to other contractual terms with

the MEG Group shall not be valid, unless and until the Authorised Representative has signed such

contractual terms.

8. Financial Conditions to Trade

8.1 The Client will notify the MEG in writing promptly if it becomes aware that it is, or is likely to be,

prevented from publishing or airing or become unable, for any reason, to render any Media

Placement, or if any Failed Media occurs.

8.2 The Client will not knowingly allow for Failed Media to occur due to alternative advertising bids for

the same space from outside of the MEG platform.

8.3 The MEG will hold all monies and tariffs associated with the purchase of the Media Placement until

the confirmation of the successful rendering of the Media Placement has been provided by the

Client. Thereafter, the Client will be entitled to withdraw revenues from their account in accordance

with Schedule 2.

8.4 Should Failed Media occur, the Client will immediately provide to the End Media Buyer an

alternative Media Placement of similar value and Specification (including expected demographics

and audience volumes etc.) to the Media Placement where Failed Media occurred. It is the End

Media Buyer’s choice whether to accept a refund or an alternative Media Placement. Should the

End Media Buyer reject the alternative Media Placement, it will be entitled to a full refund of the

amount from the original transaction between the Client and the Original Media Buyer for the

specific Media Placement that experience Failed Media. This includes Commission paid to the

MEG as part of the transaction.

8.5 Should Failed Media occur, and the End Media Buyer does not decide to take an alternative Media

Placement, the amount accumulated by the Client on their account for the bid on the original

transaction, and any tariffs levied for resells, will be refunded to the MEG Platform for redistribution

to the Media Buyer(s).

8.6 Should Failed Media occur, and the End Media Buyer does not decide to take an alternative Media

Placement, the Client will not be entitled to a refund of the MEG Commission.

8.7 Should Failed Media occur, and the End Media Buyer does not decide to take an alternative Media

Placement, the Client may be subject to cover any outstanding Media Buyer Commission (as

defined by the MEG) that is in excess to the original purchase of the Media Placement which may

have occurred if the Media Placement was resold on the Secondary Market at a higher price to the

original purchase.

8.8 The MEG is not responsible for liquidity in the market, nor for any price that the Client is able to

sell the Media Placement on for, nor can give guarantees that any demand will be there to receive

the Client’s Media Placement.

8.9 All aspects of tax associated with the sale of products are the responsibility of the Client.

9. Client: Other Appointments

9.1 The relationship between the Parties is non-exclusive and the Client shall therefore be entitled to

appoint any other agency to perform services and deliver deliverables which are the same or similar

to the Services or Deliverables.

10. Amendments and Cancellations

10.1 In the event that either Party wishes to make a material change to the Annual Scope of Work, any

such change shall be subject to the agreement of both Parties in writing.

10.2 Where the Parties have agreed any additional Project Scopes of Work, if either Party wishes to

make a material change to a Project Scope of Work, any such change shall be subject to the

agreement of both Parties in writing.

10.3 Pending approval of any changes to the Annual Scope of Work or Project Scope of Work in

accordance with the procedure set out in clause 11, the MEG shall continue to perform the Services

and be paid for them as if such change(s) had not been requested (unless otherwise agreed).

10.4 In the event of any such cancellation or amendment the Client will reimburse the MEG for all Fees

up to the date of cancellation or amendment, together with any third Party charges or other

expenses or costs incurred by the MEG or to which the MEG is committed as well as any charges

or other expenses or costs imposed on the MEG by third Parties (including Media Owners) arising

from the cancellation or amendment provided that the MEG shall use reasonable endeavours to

mitigate any such third Party charges or expenses wherever possible.

11. Approvals and Authority

11.1 This Agreement takes precedence over any other agreements relating to the same subject matter

entered into by the Parties. Key commercial terms that cannot be superseded without authorisation

by the signatories to this Agreement include:

(a) rights related to Third Party Materials.

11.2 For the purposes of this Agreement, any reference to “approval” to be given by the Client shall

mean the Client giving approval by one of the following methods:

(a) the Client issuing an approval on the MEG Platform for a bid for received for a Media

Placement; or

(b) the Client issuing an Asking Price on the MEG Platform for a Media Placement it owns;

or

(c) an Authorised Client Actor depositing or request to withdraw funds from the Client’s

account on the MEG Platform; or

(d) e-mail from the individual business e-mail address of an Authorised Client Approver; or

(e) the signature of an Authorised Client Approver on the MEG’s documentation.

11.3 For the purposes of this Agreement, any reference to “approval” to be given by the MEG shall

mean the MEG giving approval by one of the following methods:

(a) e-mail from the individual business e-mail address of an Authorised MEG Approver; or

(b) the signature of an Authorised MEG Approver on the Client’s documentation.

11.4 If a Party is requested to give approval under this Agreement or in connection with it, such approval

shall not be unreasonably withheld or delayed.

12. Reporting

12.1 The MEG shall provide to the Client reporting as specified in a Scope of Work or elsewhere in this

Agreement.

12.2 The Client shall be provided with online access to relevant parts of the MEG’s systems where the

Client will be able to review the following information regarding the Services: Media Buyer bids,

owned Media Placements, sold Media Placements, prices of owned Media Placements, creative

proposition of Media Buyer associated with specific bids, funds available for the Client to withdraw,

and historic data as defined and agreed between the Client and MEG. The MEG shall provide

appropriate training to the Client’s staff and a reasonable level of ongoing technical support. All

information provided shall be classed as Confidential Information of the Client.

13. Remuneration

13.1 The MEG will invoice the Client in respect of all Fees, Expenses and Third Party Costs.

13.2 For Platform Fees (as defined by Schedule 2) or any bespoke services do not consist of the

purchase of Media Placements the Client will pay MEG within 30 days of the date of the invoice.

13.3 Any returns or withdrawals of funds from the MEG Platform the Client will be paid by MEG to the

Client within 40 days of receipt of the self-serve invoice generated by the MEG Platform to ensure

that there are no outstanding liabilities or obligations associated with the Client to the MEG or other

clients on the MEG Platform.

13.4 In consideration of the MEG providing the Services set out in the Annual Scope of Work and any

Project Scope of Work, the Client shall pay the MEG the Fees which shall be payable in accordance

with Schedule 2 and clause Error! Reference source not found.

13.5 All sums stated in this Agreement or in any Scope of Work, quotation or estimate exclude VAT and

any other applicable sales tax (unless otherwise stated) which shall also be payable by the Client

at the rate prevailing from time to time where applicable.

13.6 If any payment of the Fees, Commission, Expenses or Third Party Costs is subject to tax (whether

by way of direct assessment or withholding at its source), the MEG shall be entitled to receive from

the Client such amounts as shall ensure that the net receipt to the MEG of the Fees, Commission,

Expenses and Third Party Costs after tax in respect of the payment is the same as it would have

been were the payment not subject to such tax.

13.7 The Client is obliged to provide funds for any outstanding taxes immediately as advised by the

MEG. The MEG will use reasonable efforts to make this process as smooth as possible.

13.8 The terms of remuneration set out in this Agreement do not cover the performance of services

which are outside of a Scope of Work nor do they cover the performance of services outside the

Territory. If any such services are required the terms relating to their provision together with the

applicable fees will be agreed in writing by the Parties.

13.9 In the event that the Client fails to make any payment in full when due to the MEG under this

Agreement, then without prejudice to its other rights and remedies under or in connection with this

Agreement or otherwise in law, the MEG shall be entitled to charge the Client interest on such

overdue sum at the rate of 4 % above the base rate of LIBOR in force from time to time calculated

from the due date up to the date of payment, provided that:

(a) such interest is claimed at the time of claiming any outstanding amount from the Client;

(b) the MEG shall not be entitled to claim interest for late payment after the Client has settled

any outstanding amounts due;

(c) the MEG shall not be entitled to set off any claim for interest against any other payments

payable by the MEG to the Client.

13.10 Where a surcharge is levied by a supplier against the MEG due to late payment and this results

from late payment by the Client, the Client shall immediately reimburse to the MEG the amount of

such surcharge, together with any accrued interest charged by the supplier in respect of the

overdue amount.

13.11 In the event that any levy must be paid to a self-regulatory system (e.g. ASBOF/BASBOF), all

applicable Media Placements will have the levy added at point of purchase in addition to Fees,

Commission and costs of the Media Placements.

13.12 At certain times throughout the calendar year the MEG at its own discretion may oblige the Client

to withdraw all, or part, of the funds available for withdrawal in the Client’s account. The MEG will

advise of the necessity for this action at least 48 hours in advance and shall transfer all funds to

the most recent the bank account the Client has allocated the MEG to distribute funds to prior to

the transfer.

13.13 The Client shall pay for all relevant bank charges for the transfer of funds to and from MEG in

relation to the Client’s account and activity via the MEG Platform.

14. Secondary Market

14.1 Media Buyers may be able to sell Media Placements that are rendered by the Client to other Media

Buyers on the MEG platform subject to the approval of the Client.

14.2 The Client may have specific tariffs that they levy on any group reselling inventory. Any tariff due

to the Client will be deducted from any value that is received from the market as part of any reselling

of a Client related Media Placement by a Media Buyer once the purchase has been approved by

the Client.

14.3 The Client tariff rate and conditions are specified in Schedule 2.

14.4 The MEG is not responsible for liquidity in the market, nor for any price that the Media Placement

is sold on for, nor can give guarantees that any demand will be there to receive the Client’s Media

Placement in direct trading between the Client and the market or on the Secondary Market.

14.5 The Client may reject a resale of Media Placements if the End Media Buyer does not meet the

Client’s terms and conditions or policies regarding their Media Placements. The Client is not liable

to recompense any third Party as a consequence of any rejected resale.

15. Third Party Services & Costs

15.1 The MEG will invoice the Client in respect of all Third Party costs incurred by the MEG on behalf

of the Client in performing the Services, including the cost of any data / analysis partner cost

(collectively defined as “Third Party Costs”).

15.2 Unless otherwise agreed in writing, the Fees are inclusive of any costs payable in respect of the

Services in relation to standard MEG tools and systems.

15.3 The MEG will advise the Client promptly of any changes in estimated Third Party Costs. Subject to

clause 15.4, if the sum paid by the MEG in respect of Third Party Costs in a particular instance is

greater than the relevant sum approved by the Client, the amount of the difference will be disclosed

and, unless previously agreed with the Client, such additional costs shall be borne by the MEG.

15.4 The actual cost to the MEG of Third Party Costs in respect of materials or services purchased

overseas for the Deliverables may be more or less than the cost anticipated at the date when the

MEG ordered the relevant materials or services (or obtained the Client’s approval for such Third

Party Costs) as a result of fluctuations in the rate of currency exchange. If so, the MEG will charge

the Client at the rate of currency exchange in operation on the date the MEG pays for the relevant

Third Party Costs, which shall be deemed to be the closing mid-point rate in London for that day

as subsequently quoted in the next published edition of The Financial Times.

15.5 The MEG will notify the Client as soon as reasonably practicable in the event that third Parties

require payment in advance or sooner than the payment terms set out in the SOW, and the Client

shall pay such costs within the period set out in the relevant invoice in order that the MEG may

meet such payment deadlines imposed by the relevant third Party.

16. Confidentiality

16.1 Each Party acknowledges that during the course of this Agreement it may receive or otherwise

become aware of information relating to the other Party, its clients, customers (including their

personal data), businesses, business plans or affairs, which information is proprietary and

confidential to the Client (“Confidential Information”).

16.2 Confidential Information shall exclude information which:

(a) at the time of receipt is in the public domain;

(b) subsequently comes into the public domain through no fault of the other Party or its

Associates;

(c) is lawfully received by the other Party from a third Party on an unrestricted basis; and/or

(d) is already known to the other Party before receipt hereunder.

16.3 Each Party undertakes to maintain the confidentiality of the other Party’s Confidential Information

at all times and to use no less adequate measures than it uses in respect of its own confidential

information to keep the other Party’s Confidential Information secure.

16.4 Each Party will institute, implement and maintain at all times during the Term appropriate

information security measures designed to: (i) help ensure the security and confidentiality of the

other Party’s Confidential Information, (ii) reduce the risk of reproduction, misuse, or modification

of the other Party’s Confidential Information (including, but not limited to, consumer data and

cookies), (iii) identify potential threats or hazards to the security or integrity of the other Party’s

Confidential Information and help protect against any anticipated threats or hazards, and (iv) help

protect against unauthorised access to or use of the other Party’s Confidential Information.

16.5 Neither Party will at any time, whether during the Term or at any time thereafter, without the prior

written approval of the other Party, use, disclose, exploit, copy or modify any of the other Party’s

Confidential Information (including, audit reports), or authorise or permit any third Party to do the

same, other than for the sole purpose of the exercise of its rights and/or the performance of its

obligations in connection with this Agreement.

16.6 Both Parties undertake to disclose Confidential Information only to those of its associates and other

Parties to whom, and to the extent to which, such disclosure is necessary for the purposes

contemplated under this Agreement.

16.7 Neither Party will be in breach of this clause 16 if it discloses the other Party’s Confidential

Information in circumstances where such disclosure is required by law, regulation or order of a

competent authority, provided that, unless prohibited by law, the owner of the Confidential

Information is given reasonable advance notice of the intended disclosure and a reasonable

opportunity to challenge the same.

16.8 Each Party acknowledges that money damages may not be sufficient remedy for any prohibited or

unauthorised disclosure or use of Confidential Information of the other Party and that the other

Party will be entitled, in addition to any other remedies available at law or otherwise, to seek an

order of specific performance or other equitable relief against the breaching Party, without needing

to post bond or other surety.

16.9 The terms of and obligations imposed by this Clause 16 shall survive the termination of this

Agreement for any reason.

17. MEG Warranties

17.1 The MEG warrants and undertakes that:

(a) it has full power and authority to enter into this Agreement and that by doing so it will not

be in breach of any obligation to a third Party;

(b) the personnel who perform the Services are and shall be competent and suitable, whether

as to qualifications, experience or otherwise, to provide the Services;

17.2 All warranties, conditions, terms, undertakings and obligations implied by statute, common law,

custom, trade usage, course of dealing or otherwise are hereby excluded to the fullest extent

permitted by law, including any condition of satisfactory quality or fitness for a particular purpose.

17.3 The Client releases the MEG from any liability under or in connection with this Agreement and

hereby indemnifies the MEG against any Losses incurred by the Client to the extent that such

Losses arise as a result of:

(a) trading decisions and approvals made by the Client both on and off the MEG Platform;

and

(b) decisions made upon information derived from the MEG Platform, including but not limited

to, information on dashboards, third Party insights, pricing data put forward by others on

the platform etc.

18. Client Warranties

18.1 The Client warrants and undertakes that:

(a) it has full power and authority to enter into this Agreement and that by doing so it will not

be in breach of any obligation to a third Party;

(b) the Client Materials will not, when used in accordance with this Agreement and any written

instructions given by the Client, infringe third Party Intellectual Property Rights;

(c) Media Placements made available on the MEG Platform can be genuinely purchased for

the Asking Price;

(d) the Client will not withhold approval unnecessarily nor use the MEG Platform to generate

demand up to the point of approval only to finish the same transaction off the MEG

Platform;

(e) to the best of its knowledge and belief, the Client Materials will comply with all applicable

laws and regulations including all Advertising Regulations; and

(f) the Client Materials are accurate and complete in all material respect.

19. Liability

19.1 Subject to clause 2, the maximum aggregate liability of The MEG and all MEG Affiliates to Client

and Client Affiliates under or in connection with this Agreement and all Local Agreements (including

all Scopes of Work), whether in contract, tort (including negligence) or otherwise, shall in no

circumstances exceed the Fees (represent solely by the Commission received and Platform Fees

outlined in Schedule 2 and excluding the purchase of Tokens) paid to the MEG by the Client in the

3 month period immediately prior to the event giving rise to the Claim. For clarity, the Fees do not

include taxes or monies that can be withdrawn from the MEG Platform.

19.2 Nothing in this Agreement shall exclude or in any way limit either Party’s liability for fraud, death or

personal injury caused by its negligence or any other liability to the extent such liability may not be

excluded or limited as a matter of law.

19.3 Subject to sub-Clause 19.1 (and including for the avoidance of doubt any indemnity contained in

this Agreement), in no event will MEG be liable under or in connection with this Agreement for:

(a) loss of actual or anticipated income or profits;

(b) loss of goodwill or reputation;

(c) loss of data;

(d) loss of anticipated savings; or

(e) any indirect or consequential loss or damage of any kind howsoever arising and whether

caused by tort (including negligence), breach of contract or otherwise, whether or not such

loss or damage is foreseeable, foreseen or known.

20. Insurance

20.1 The MEG shall take out and maintain insurance policies to the value sufficient to meet its liabilities

under or in connection with this Agreement.

21. Intellectual property

21.1 The MEG acknowledges that, as between the MEG and the Client, the Client will own all right, title

and interest (including all Intellectual Property Rights) in and to any Client Materials. The Client

hereby grants to the MEG a non-exclusive licence during the applicable Project Term to use the

Client Materials solely for the purposes of providing the Services and Deliverables should they be

needed.

21.2 The Client acknowledges that all Intellectual Property Rights in the MEG Proprietary Materials shall

be owned by and remain the property of and vested in the MEG. Subject to the MEG receiving

payment of all Fees attributable to the MEG Proprietary Materials licensed under this clause, the

MEG hereby grants to the Client a licence to use such MEG Proprietary Materials as are included

in the Deliverables, in the Territory, for the period of time and for the purposes set out in the Scope

of Work.

21.3 Prior to delivery of the Deliverables, the MEG shall obtain such licences or consents in respect of

Third Party Materials as shall be necessary in order that the Client can use such Third Party

Material for the purposes set out in the Scope of Work. The MEG shall notify the Client of any

restrictions on usage and any other contractual restrictions arising in respect of such Third Party

Material, and the Client hereby indemnifies and keeps the MEG indemnified against any Losses

suffered by the MEG as a result of the Client or its Affiliates breaching any such restrictions.

21.4 To the extent permitted by law the MEG shall be the sole owner of all Moral Rights in the MEG

Material included in the Deliverables.

21.5 For the avoidance of doubt, the MEG shall not be liable under or in connection with this Agreement

for any modifications, adaptations or amendments to any Deliverables made by the Client or by a

third Party on the Client’s behalf, nor in the event that any fault, error, destruction or other

degradation in the quality and/or quantity of the Deliverables arises due to the acts or omissions of

the Client and/or its Associates.

21.6 The terms of and obligations imposed by this Clause 21 shall survive the termination of this

Agreement for any reason.

22. Termination

22.1 Either Party may terminate this Agreement at any time after expiry of the Initial Period as per the

conditions set out in 3.1.

22.2 Either Party may terminate this Agreement or any Project immediately upon written notice to the

other Party:

(a) under Clause 24.4; or

(b) in the event of any material breach of this Agreement by the other Party which breach is

not remediable or, if remediable, is not remedied within thirty (30) days after the service

by the Party not in default of a written notice on the defaulting Party, specifying the nature

of the breach and requiring such breach to be remedied; or

(c) if the other Party suspends, or threatens to suspend payment of its debts or is unable to

pay its debts as they fall due, or is deemed unable to pay its debts within the meaning of

section 123 of the Insolvency Act 1986; or

(d) if a petition is filed, or a notice is given, or a resolution is passed or an order is made for

or in connection with the winding up of that other Party (other than for the sole purpose of

a solvent reconstruction or a scheme for a solvent amalgamation of that other Party with

other companies); or

(e) an application is made to court, or an order is made, for the appointment of an

administrator, or if a notice of intention to appoint an administrator is given or if an

administrator is appointed over the other Party.

23. Consequences of Termination

23.1 Termination of a Project in accordance with the terms of this Agreement by either Party shall not

serve to terminate this Agreement which shall continue in full force and effect.

23.2 Upon termination of this Agreement under Clause 22 all outstanding Projects shall also be

terminated.

23.3 Upon termination of this Agreement or a Project for any reason:

(a) the Client shall pay the MEG all Fees, Expenses and Third Party Costs due to the MEG

(in accordance with clause 10 where relevant) during the notice period; and

(b) Subject to clause 23.3(a) each Party shall on the reasonable request of the other Party

promptly deliver or dispose of any and all materials and property belonging or relating to

the other Party (including all Confidential Information) and all copies of the same, which

are then in its possession, custody or control and which relate to all affected Projects, and

shall on the request of the other Party certify in writing that the same has been done;

(c) the MEG shall return all outstanding monies to the Client in accordance with the

timeframes agreed under this Agreement;

23.4 Provisions of this Agreement which are either expressed to survive its termination or which from

their nature or context are contemplated to survive termination shall remain in full force and effect

notwithstanding termination of this Agreement. Notwithstanding the generality of the foregoing,

the following clauses shall survive termination of this Agreement:

(a) Clause 16 (Confidentiality);

(b) Clause 17 (MEG warranties);

(c) Clause 18 (Client warranties);

(d) Clause 19 (Liability);

(e) Clause 20 (Insurance);

(f) Clause 21 (Intellectual Property Rights);

(g) Clause 23 (Consequences of Termination);

(h) Clause 25 (Notices);

(i) Clause 29 (Data Ownership);

(j) Clause 30 (General);

(k) Clause 31 (Non-Compete / Non-Steering); and

(l) Clause 32 (Governing law and jurisdiction).

24. Force Majeure

24.1 Neither Party shall be liable for any delay in performing or failure to perform its obligations

hereunder to the extent that and for so long as the delay or failure results from any act, event, nonhappening, omission or accident beyond its reasonable control (a “Force Majeure Event”).

24.2 Force Majeure Events shall include but not be limited to the following events affecting either Party

or its Associates:

(a) strikes, lock-outs or other industrial action (other than strikes, lock-outs or other industrial

action of any Associates of the Party seeking to rely on the Force Majeure Event);

(b) civil commotion, riot, invasion, war (whether declared or not), terrorism, or threat of or

preparation for war or terrorist attack;

(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural

disaster;

(d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of

public or private transport; and/or

(e) compliance with any law or governmental order, rule, regulation or direction.

24.3 The Party whose performance is affected by a Force Majeure Event shall, as soon as reasonably

practicable after becoming aware of the Force Majeure Event, provide a written notice to the other

Party, giving details of the Force Majeure Event, its likely duration and the manner and extent to

which its obligations are likely to be prevented or delayed.

24.4 If any Force Majeure Event occurs, the date(s) for performance of the affected obligation(s) shall

be postponed for so long as is made necessary by the Force Majeure Event, provided that if any

Force Majeure Event continues for a period of or exceeding [two (2) months], the non-affected

Party shall have the right to terminate this Agreement immediately on written notice to the affected

Party. Each Party shall use its reasonable endeavours to minimise the effects of any Force

Majeure Event.

24.5 To the extent that a Force Majeure Event prevents or delays the MEG’s provision of the Services

and/or Deliverables, the Client may engage at its cost one or more third Parties of its choice (“Third

Party Provider“) to supply the Services and Deliverables that the MEG is unable to supply within

agreed timescales due to the Force Majeure Event, and the Client shall no longer be liable to pay

the MEG the Fees and Expenses related to the Services and Deliverables so substituted. When

the Force Majeure Event has ended, or when the MEG has reorganised its business so that it is

able to continue to provide the Services and Deliverables notwithstanding the Force Majeure Event,

the Client shall (provided it is able to do so under any contract with a Third Party Provider) allow

the MEG the opportunity to continue providing the Services and Deliverables for which it had

engaged a Third Party Provider.

24.6 If any production of the Deliverables is cancelled, delayed or disrupted due to an act or threatened

act of terrorism or military action:

(a) the MEG shall use its reasonable endeavours to recover any Third Party Costs relating to

the cancelled, delayed or disrupted Deliverables and will account to the Client for any

such Third Party Costs it is able to recover;

(b) the Client will be liable to the MEG and will reimburse the MEG for any Third Party Costs

relating to the cancelled, delayed or disrupted Deliverables which the MEG is not able to

recover or which the MEG is committed to pay, as well as any Losses suffered by the

MEG as a result of such act or threatened act of terrorism or military action.

25. Notices

25.1 A notice given to a Party under or in connection with this Agreement shall be in writing and sent to

the Party at the address given in this Agreement or as otherwise notified in writing to the other

Party.

25.2 The following table sets out methods by which a notice may be sent and, if sent by that method,

the corresponding deemed delivery date and time:

Delivery method Deemed delivery date and time

Delivery by hand On signature of a delivery receipt

Email On receipt to appropriate contact at

the Client or MEG

Pre-paid first class recorded delivery post or other

next working day delivery service providing proof of

postage.

9.00 am on the second Business

Day after posting.

Pre-paid airmail providing proof of postage. 9.00 am on the fifth Business Day

after posting

25.3 For the purpose of this clause and calculating deemed receipt all references to time are to local

time in the place of deemed receipt.

25.4 This clause does not apply to the service of any proceedings or other documents in any legal action

or other method of dispute resolution.

26. Assignment and Sub-Contracting

26.1 The MEG shall be entitled to sub-contract its performance of the Services and/or Deliverables at

its sole discretion.

27. Third Party Rights

27.1 Save in respect of the Client’s Affiliates to whom the MEG has provided Services and/or as

identified in an applicable Scope of Work, a person who is not a Party to this Agreement has no

right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

28. Data Ownership

28.1 In the course of providing the Services the MEG receive and generate data in the following

categories:

28.1.1 “Log Level Data”: This data is generated in relation to data provided by the Client or technology

platforms used to distribute programme schedules and advertising confirmation. This data

generally includes ID of the Media Placement, forecasted audience numbers, anticipated

demographics, ad position, verification of the ad rendering, programme scheduling, notifications of

Failed Media etc. This data belongs to the Party from whom it originates.

28.1.2 “Media Owner Data”: This is data (i) data provided by the Client to the MEG and (ii) Client personal

data. This data belongs to the Client.

28.1.3 “Proprietary Media Data”: Any data collected through our MEG Platform products may be used

by the relevant MEG Group on their own behalf and on behalf of all clients participating on the

MEG Platform. It belongs to the relevant MEG Group entity.

29. Data Protection

29.1 Each Party warrants to the other that it is and will continue to be appropriately notified under the

terms of any applicable Data Protection Legislation and any other relevant data protection laws,

legislation and regulation. For the purposes of this clause, “personal data”, "data controller", "data

processor", "data subject" and “processes” shall have the meanings given under the Data

Protection Act 2018.

29.2 The MEG will process Log Level Data and Media Buyer Data in the course of providing the Services

and/or Deliverables as a data processor on behalf of the Client.

29.3 The MEG shall not use cookies to collect data from any individual who has opted out of receiving

cookies from the MEG whether through the MEG's own notice and consent mechanisms or those

provided on Client Properties.

29.4 Where the MEG uses any MEG Data or MEG Segments in the course of providing the Services

and/or Deliverables it shall ensure that all such use is in accordance with Data Protection

Legislation and that any required consents have been provided by the data subjects.

29.5 Where the MEG or its Associates processes personal data on behalf of the Client, then the MEG

shall, and shall procure that its Associates shall:

(a) adopt and maintain reasonably appropriate security and organisational measures against

unauthorised, unlawful processing, accidental loss or destruction of such data;

(b) notify the Client promptly in the event that it or its Associates receive any request from a

data subject for access to that person’s personal data, where such personal data is

processed by or on behalf of the MEG as part of the Services;

(c) notify the Client promptly in the event that it or its Associates receive any complaint, notice

or communication that relates directly to its compliance with Data Protection Legislation

and/or the processing of personal data under or in connection with this Agreement.

29.6 Where appropriate the Client warrants and undertakes that it has all necessary rights to provide

personal data to the MEG and to require the MEG to process personal data on its behalf.

30. General

30.1 The failure of either Party to enforce or exercise at any time any term or any right under this

Agreement does not constitute and shall not be construed as a waiver of such term or right and

shall in no way affect that Party’s later right to enforce or to exercise it.

30.2 If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable

law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from

this Agreement and shall in no way affect the legality, validity or enforceability of the remaining

terms provided that if any provision of this Agreement is so found to be invalid or unenforceable

but would be valid or enforceable if some part of the provision were deleted, the provision in

question shall apply with such modification(s) as may be necessary to make it valid.

30.3 This Agreement contains all the terms agreed between the Parties regarding its subject matter and

supersedes any prior agreement, understanding or arrangement between the Parties, whether oral

or in writing. Each of the Parties acknowledges and agrees that:

(a) in entering into this Agreement it has not relied on, and shall have no remedy in respect

of, any statement, representation, warranty or understanding other than the statements,

representations, warranties and understandings expressly set out in this Agreement; and

(b) its only remedies in connection with any statements, representations, warranties and

understandings expressly set out in this Agreement shall be for breach of contract as

provided in this Agreement. Nothing in this clause shall, however, operate to limit or

exclude any liability for fraud.

30.4 No modification or variation of this Agreement shall be valid unless it is in writing and signed by

each of the Parties to this Agreement. Unless expressly set out in this Agreement, no modification

or variation of this Agreement shall:

(a) be valid if made by e-mail;

(b) be construed as a general waiver of any provisions of this Agreement; or

(c) affect any rights, obligations or liabilities under this Agreement which have already

accrued up to the date of such modification or waiver. The rights and obligations of the

Parties under this Agreement shall remain in full force and effect, except and only to the

extent that they are so modified or varied.

30.5 Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of

any kind between the Parties or to authorise either Party to act as agent for the other, and neither

Party shall have authority to act in the name or on behalf of or otherwise to bind the other in any

way.

31. Non-Compete / Non-Steering

31.1 The Client agrees not to put their Media Placements on other online platforms similar to, or

providing competing services to, the MEG Platform for the duration of the Contract.

31.2 The Client agrees not to steer Media Buyers away from the MEG Platform by incentivising lower

pricing, more preferable terms etc. or communicating via the MEG Platform or otherwise to Media

Buyers not to use the MEG Platform.

31.3 The Client agrees that any renewal or repeat business from a Media Buyer that has bid on the

Client’s Media Placements via the MEG Platform will go through the MEG Platform and shall be

subject to the applicable Fees for the duration of the Contract. After the termination of the Contract,

the first renewal the Client may have with such Media Buyers will also be subject to the Fees.

31.4 The Client acknowledges that it is fully liable for any breach of this Clause 31 of the Fees that the

MEG would have received for such Media Placements, any perceived future loss from a Media

Buyer not spending with the MEG, and that any Media Buyer concerned who is penalised by the

MEG for related actions to a Client breach can pursue the Client directly for losses.

32. Governing Law and Jurisdiction

32.1 This Agreement shall be governed by and construed in accordance with the laws of England and

Wales.

32.2 Each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales to

resolve any dispute between them arising under or in connection with this Agreement (save in

respect of enforcement of judgments where their jurisdiction shall be non-exclusive)