By placing an Order with Build Productions, LLC, a Texas limited liability (“Company”), Sponsor agrees to the following terms and conditions with respect to such Content and advertising. ("Sponsor", and together with Build, the "Parties", and each, a "Party").

WHEREAS, Company has developed an online editorial blog and audiovisual Program for public display on Company’s Sites;

WHEREAS, Sponsor desires to advertise its products and services on Company Sites for one or more Programs, as set forth further in the Order and in any applicable statement of work (“SOW”); and

WHEREAS, Sponsor desires to engage Company in development of Content as outlined in the Order

WHEREAS, Sponsor desires to retain certain Influencer(s) affiliated with Company to promote, publicize, and endorse Sponsor’s goods and services.

NOW THEREFORE, in consideration of the promises and mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.      DEFINITIONS.

1.1.           “Advertorial Video” – means any episode (regardless of length) of the Program that is substantially devoted to a third-party sponsor and/or its products and services.

1.2.           “Content”—means blog posts, Social Media posts, the Program, and all graphics, text, photographs, video, audio, and/or information created by Company whether or not related to Sponsor and the Placements.

1.3.           “Company Sites”—means the Company’s Website, Company’s YouTube Channel(s) and similar online audiovisual platforms, and Company’s Social Media platforms.

1.4.           “Display Advertising”- means banner advertising that conveys a commercial message that includes text, logos, animations, videos, photographs or other graphics.

1.5.           “Episode” – means any single, thematically separate, episode of the Program publicly released during the Term.

1.6.           “Influencer” – means the person or persons to be furnished by Company to perform certain product and company endorsements and influencing campaigns as set forth in the SOW.

1.7.            “Person”—means any individual, partnership, corporation or organized group of persons, including agencies and other instrumentalities of governments and states.

1.8.           “Placements” – means the appearance of Sponsor’s proprietary Trademark(s) on the Program, as well as any references to Sponsor, its products or services, on Social Media posts and across Company Sites.

1.9.           “Program”—means the “Build Show”.

1.10.       “Social Media” means Company’s Facebook, Instagram, Twitter, and all other social media platforms and websites whether or not currently in existence.

1.11.       “Trademark” – means all rights, whether registered or unregistered, statutory or common law, in and to Company or Sponsor’s proprietary trademarks, tradenames, service marks, domain names, logos, symbols, slogans, and/or distinctive and identifying colors, together with the goodwill symbolized and associated with any of the foregoing.

1.12.       “Website” – means the primary website domain associated with Company or Sponsor. For purposes of this Agreement, Company’s Websites are www.buildshownetwork.com, www.buildproductions.com, and; and Sponsor’s Website(s) are as indicated in the order.

1.13.       “Video Advertising” - means advertising that conveys a commercial message visually using, videos, photographs, or other graphics.

1.14.       “YouTube Channel” – means YouTube.com/mattrisinger; and any and all other YouTube channels owned and/or controlled by Company.

2.      SCOPE OF SPONSORSHIP

2.1.           Sponsor hereby engages Company, during the Term, to provide assistance in promoting, discussing, and reviewing (each where applicable at Company’s discretion) Sponsor’s brand and selected products via Company’s online video accounts (e.g., YouTube, Vimeo) and social media accounts as set forth further in the Order Form.

2.2.           In accordance with the foregoing, Company shall furnish the services of Influencer to perform all services as customarily rendered in the entertainment industry. Company shall ensure that Influencer complies with all instructions and requests of Sponsor and other such services as set forth in the SOW. It is expressly understood that neither Sponsor nor Influencer shall have any right of approval with respect to the Content and Company shall have the sole control and approval over all elements of the Content.

3.      TERM.  This Agreement shall commence as of the Effective Date and shall continue for an initial term of ONE YEAR (the "Term"). Sponsor understands and agrees that future terms may be subject to increases in fees as well as additional terms and conditions and that Company makes no representation or guarantee that future services will be provided in substantial conformity with the terms of this Agreement.

4.      DELIVERABLES. As applicable in the Order.

4.1.           Advertorial Video – Product Placement. The company will produce and publish Advertorial Video(s) containing descriptions and references to Sponsors product or services.

4.2.           Embedded Links. Company will provide Sponsor with embeddable links to Company’s YouTube Channel and/or its website www.buildshownetwork.com for all completed Episodes. Sponsor agrees that all access to such Episode(s) from Sponsor Channels must be via Company’s YouTube Channel and/or www.buildshownetwork.com and that it will not provide access to the Episode(s) or the Program via any other website or social media platform. Failure to strictly abide by the aforementioned provision will be deemed a material breach of this Agreement.

4.3.           Social Media Posts. The Company will deliver the agreed number of Social Media posts specified in Order Form. Company shall use its best efforts to accommodate any requests as to timing of such Social Media posts.

4.4.           Display Advertising. The Company will inject Display Advertising into the website and or email newsletters – www.buildshownetwork.com of the size, impression count and time period specified per – (Advertising Insertion Order)

4.5.           Video Advertising. The Company will inject Video Advertising into the website – www.buildshownetwork.com of the size, impression count and time period specified per (Advertising Insertion Order)

4.6.           Custom Content – The company will create blog posts, Social Media posts, e-books and all graphics, text, photographs, video, audio, and/or information for the purpose of describing and promoting Sponsor products as outlined in the Order.

5.      COMPENSATION.

In consideration Sponsor agrees to make those payments

5.1.           Fee. In consideration for Company’s services hereunder, Sponsor shall pay Company those fees set forth in the Order (the “Fee”) in accordance with this Section 5.

5.2.           Payment. Sponsor shall pay all Fees on or prior to the due date set forth in Order. Sponsor shall make all payments hereunder in US dollars by check made payable to Company. Sponsor shall make payments to the address or account specified in the Order or such other address or account as Company may specify in writing from time to time.

5.3.           Late Payment. If Sponsor fails to make any payment when due then, in addition to all other remedies that may be available

5.3.1.     Company may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law;

5.3.2.     Sponsor shall reimburse Company for all reasonable costs incurred by Company in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and

5.3.3.     if such failure continues for thirty (30) days following written notice thereof, Company may suspend performance of the services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Sponsor or any other Person by reason of such suspension.

5.4.           No Deductions or Setoffs. All amounts payable to Company under this Agreement shall be paid by Sponsor to Company in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).

5.5.           Payments via credit card will incur a 3.5% additional fee per transaction. Fees will be invoiced accordingly.

6.      NON-EXCLUSIVITY.

Sponsor understands and agrees that Company shall have the sole and absolute right to determine which companies it chooses to provide advertising and sponsorship opportunities for in connection with the Program and that occasionally, Company may select sponsors and advertising partners with products or services competitive to Sponsor. Sponsor understands and agrees that it shall have no right of approval as to those goods, services, and companies that sponsor Company and the Program.

7.      TRADEMARKS.

7.1.           Sponsor Trademarks. Each and every one of Sponsor’s Trademarks and other symbols associated with Sponsor products are and shall remain Sponsor’s sole and exclusive property for all purposes throughout the world. Company is hereby authorized to use Sponsor’s Trademarks in advertising and promoting the Program during the Term. The right to use Sponsor’s Trademarks is nonexclusive, non-assignable, and nontransferable. All uses by Company of Sponsor’s Trademarks shall inure solely to the benefit of Sponsor. Nothing in this Agreement shall require Company to remove or otherwise scrub any Sponsor Trademarks displayed in any Episode or Website of Company.

7.2.           Company Trademarks. Each and every one of Company’s Trademarks are and shall remain Company’s sole and exclusive property for all rights throughout the world, and Company shall take all steps reasonably necessary to protect Company’s Trademarks through federal U.S. registration and foreign registration as it deems desirable and through reasonable prosecutions of infringements. During the Term, Sponsor is hereby authorized to use the Trademarks provided to Sponsor by Company in advertising and promoting the relationship between Sponsor and Company. The right to use Company Trademarks is nonexclusive, non-assignable, and nontransferable. All uses by Sponsor of Company’s Trademarks shall inure solely to the benefit of Company.

8.      LIMITED PROMOTIONAL LICENSE.

Company grants to Sponsor the non-transferable limited license to the Content in its sole discretion; provided, that any such promotional materials are brief in nature and created for the purpose of driving viewership and traffic to Company’s original YouTube videos and/or Social Media posts.

9.      RESULTS AND PROCEEDS.

Company and its authorized designees shall be the sole and exclusive owner of all results and proceeds of all Content, including but not limited to the copyrights, Trademarks, and rights of publicity embodied in the Content (excluding any Sponsor Trademarks) throughout the world. Except where set forth in this Agreement, nothing contained herein shall be construed as granting to Sponsor any right, title, or license in or to any of the Content or to the display, reproduction or use thereof, or to Influencer’s name, image, or likeness.

10.  THIRD-PARTY MATERIALS.

Company will use reasonable commercial efforts to ensure that any Content publicly provided and displayed by Company and/or Influencer does not infringe the intellectual property rights of third parties. However, Sponsor understands and agrees that in most cases, it will not be possible for Company to obtain such rights clearances due to the lack of studio facilities and production control that the on-site, real world nature of the Content necessitates. Any failure by Company to remove, blur, or otherwise edit out any third-party intellectual property shall not be deemed a material breach of this Agreement. Except as to any Third-Party Materials (defined below) depicted in the Content, Company represents and warrants that the Content shall be a wholly original creation of Company. Company will use reasonable commercial efforts to ensure that Content does not violate any right of privacy or publicity of anyone not affiliated with Sponsor or Company. Influencer represents that the Content will not defame, disparage, or otherwise constitute libel of, any person, firm or corporation. Where deemed necessary by Company in its sole discretion, Company shall be solely responsible for obtaining any releases, licenses, permits or other authorizations for third party material (such as talent rights, video, voice-over rights, photography, film footage, music, copyright material, artwork, designs, software, and other content) (“Third-Party Materials”) for use in the Content.

11.  CONFIDENTIALITY.

During the course of the Company's performance of services for the Sponsor, the Company will receive, have access to, and create documents, records and information of a confidential and proprietary nature to the Sponsor and customers of the Sponsor. The Company acknowledges and agrees that such information is an asset of the Sponsor, is not generally known to the trade, is of a confidential nature and, to preserve the goodwill of the Sponsor must be kept strictly confidential and used only in the performance of the Company's duties under this Agreement. The Company agrees that it will not use, disclose, communicate, copy or permit the use or disclosure of any such information to any third party in any manner whatsoever except to the existing employees of the Sponsor or as otherwise directed by the Sponsor in the course of the Company's performance of services under this Agreement, and thereafter only with the written permission of the Sponsor. Upon the request of the Sponsor, the Company will return to the Sponsor all of the confidential information, and all copies or reproductions thereof, which are in Company's possession or control.

12.  PROGRAM CONTENT.

Sponsor acknowledges and agrees that Company will have sole creative control over all aspects and elements of the Content, and that Sponsor’s only creative rights with respect thereto shall be the right, at Sponsor’s request, to be consulted concerning the Placement. Company and Influencer shall have the unfettered right to express its own opinions (whether in audio, audiovisual, print, or digital formats) regarding Sponsor’s products and/or services, whether such products and/or services are specifically featured and advertised in a particular Placement. Nothing contained in this Agreement shall be construed to grant Sponsor a right to edit, review or otherwise approve of any Content for any reason. Sponsor understands that Influencer will have the right to maintain its own “style” and “humor” in all of its communications, whether or not related to Sponsor. Sponsor is strongly advised to review past episodes of the Program and Social Media posts in order to familiarize itself with the general content, nature, and tone of Influencer and Company’s Content.

13.  WARRANTIES AND REPRESENTATIONS

13.1.       Sponsor represents and warrants that it has full power and authority to enter into and fully perform this Agreement.

13.2.       Sponsor represents and warrants at all times, it will comply with all applicable federal, state, local and foreign laws and regulations.

13.3.       Company represents and warrants that it has full power and authority to enter into and fully perform this Agreement.

13.4.       Sponsor represents and warrants that it will look solely to Company for the performance of this Agreement and that Influencer shall have no responsibility or liability to Sponsor.

13.5.       Company represents and warrants that it has entered into valid and binding agreements with all talent and Influencer(s) necessary to perform this Agreement and that all such agreements shall remain in full force and effect for the duration of the Term.

13.6.       Company represents and warrants that Influencer shall comply with all applicable laws and regulations, including those promulgated by the FTC, with respect to the Content.

13.7.       Company represents and warrants that all Company Sites will be produced, advertised and transmitted in accordance with all applicable federal, state, local and foreign laws and regulations. Company further represents and warrants that any and all advertising and promotion material and any portion thereof created by or on behalf of Company or furnished by Company to Sponsor and the use thereof shall not violate any law or violate the rights of any Person.

13.8.       Company represents and warrants that at all times, it will maintain the Company Sites in a professional manner consistent with applicable industry standards.

14.  LIMITATION OF LIABILITY.

IN NO EVENT WILL COMPANY OR INFLUENCER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION, IN EACH CASE REGARDLESS OF WHETHER COMPANY OR INFLUENCER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO COMPANY UNDER THIS AGREEMENT.

15.  MATERIAL DISCLOSURES AND COMPLIANCE WITH FTC GUIDELINES.

Company shall ensure that all Content and results of Influencer’s services are performed in accordance with all applicable federal, state and local laws, regulations and requirements, including, without limitation, the Federal Trade Commission Guides Concerning the Use of Testimonials and Endorsements in Advertising, effective December 1, 2009. When publishing posts/statuses about the Sponsor’s products or services, the Company and/or Influencer (where applicable) must clearly disclose his/her “material connection” with the Sponsor, including the fact that Influencer was given any consideration, was provided with certain experiences or is being paid for a particular service. The above disclosure should be clear and prominent and made in close proximity to any statements that the Influencer makes about the Sponsor or the Sponsor’s products or services. Please note that this disclosure is required regardless of any space limitations of the medium (e.g. Twitter), where the disclosure can be made via hashtags, e.g. #sponsored. Influencer’s statements should always reflect the Influencer’s honest and truthful opinions and actual experiences. Influencer should only make factual statements about the Sponsor or the Sponsor's products which the Influencer knows for certain are true and can be verified.

16.  INDEMNIFICATION

Each Party to this Agreement (the “Indemnifying Party”) shall at all times indemnify, hold harmless and defend the other Party (collectively, the “Indemnified Party”) from and against any loss, damage, cost, liability, deficiencies, actions, judgments, interest, awards, penalties, fines, or expense of whatever kind (including court costs and reasonable attorneys’ fees) arising out of or resulting from any breach by the Indemnifying Party of any representation, warranty or covenant contained herein. In the event of any claim, the Indemnified Party shall: (i) promptly notify the Indemnifying Party of the claim; (ii) allow the Indemnifying Party to direct the defense and settlement of third party claim with counsel of the Indemnifying Party’s choosing; and (iii) provide the Indemnifying Party, at the Indemnifying Party’s expense, with information and assistance that is reasonably necessary for the defense and settlement of the third party claim. The Indemnified Party reserves the right to retain counsel, at the Indemnified Party’s sole expense, to participate in the defense of any such claim. The Indemnifying Party shall not settle any such claim or alleged claim without first obtaining the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, if the terms of such settlement would adversely affect the Indemnified Party’s rights under this Agreement or otherwise. If the Indemnifying Party assumes the defense and settlement of the claim as set forth above, then the Indemnifying Party’s only obligation is to satisfy the claim, judgment or approved settlement.

17.  REMEDIES

Sponsor shall have the right to suspend and/or withdraw placement of all advertising and promotion with Company:

17.1.       During such time as the Company is enjoined from using the trade name, trademark or term(s) “Build Show” on or in connection with the Company Sites. The Company shall rename the Program and Company Sites (if applicable) within twenty (20) days following the issuance of any injunction or the resolution of any claim which requires the Company to cease using the trade name, trademark or term(s) on or in connection with its Web site.

17.2.       Sponsor may exercise its right to suspend and/or withdraw placement of all advertising and promotion and all advertising sales pursuant to this paragraph by sending the appropriate notice to Company. No exercise by Sponsor of its rights under this Section 17 will limit Sponsor’s remedies or any of Sponsor’s other rights.

17.3.       Sponsor's sole remedy in the event of Company’s material breach of this Agreement will be an action for damages incurred by Sponsor. Contractor will have no right to enjoin the distribution or exploitation of the Program or any Episode.

18.  TERMINATION.

Sponsor shall have the right to terminate this Agreement if any of the following occurs:

18.1.       Company breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after Sponsor’s notice of such breach or fails to complete curing such breach within sixty (60) days for a default which is incapable of being cured within thirty (30) days.

18.2.       Company becomes insolvent or unable to pay as they mature or makes an assignment for the benefit of its creditors; is the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing; becomes the subject of any involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing; or is liquidated or dissolved.

18.3.       Company’s Website or YouTube Channel ceases to operate due to any circumstance(s) (other than circumstances beyond Company’s reasonable control, which circumstances simultaneously affect a substantial number of Web sites on the Internet) for: (i) a period of thirty (30) consecutive days; or (ii) a period of one week at least two times in any six (6) month period.

18.4.       Either Party shall maintain a reputation and image consistent with said Parties’ morals and values. Each party's key personnel shall not commit any act or do anything which might reasonably be considered: (i) to be immoral, deceptive, scandalous, or obscene; or (ii) to injure, tarnish, damage, or otherwise negatively affect the image of the other Party, the industry or reasonable standards and/or the reputation and goodwill associated with either Party. If key personnel from either Party is accused of any act involving moral or ethical issues, dishonesty, theft or misappropriation, under any law, or any act which casts an unfavorable light upon its association with the other Party, or is accused of performing or committing any act which could adversely impact the other Party’s events programs, services, sites or reputation, the other Party shall have the right to terminate this Agreement upon fifteen (15) days written notice specifying the reason, within which period the other Party may cure such offense. In the event that the issue is unable to be cured to the other Party’s sole satisfaction, this Agreement may be terminated without penalty. Any payment owed for work delivered per the Statement of Work up to the date of termination of this Agreement would be immediately due. Any work paid for but not delivered up to the date of termination of this Agreement would be immediately due as a refund.

19.  RELATIONSHIP OF PARTIES.

The Parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency between the Parties. Neither Party shall have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.

20.  NOTICES.

Any notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, mailed by certified mail, return receipt requested or delivered by a national overnight delivery service prepaid and addressed to the addresses set forth in the preamble to this Agreement or to such other address as each Party may designate in writing.

21.  INTEGRATION.

This Agreement together with all exhibits and other related documents, including the SOW, that are incorporated herein by reference, embodies the entire Agreement and except as otherwise contemplated herein, supersedes all prior agreements, written and oral, relating to the subject matter hereof. In the event of a conflict between the provisions of the main body of the Agreement and any attached exhibits, the Agreement shall take precedence.

22.        AMENDMENTS.

Amendments to this Agreement, including any exhibit hereto, shall be enforceable only if they are in writing and are signed by authorized representatives of both Parties.

23.        ASSIGNABILITY.

No Party to this Agreement may assign or delegate all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of the other Party to this Agreement.

24.        WAIVER.

The failure of any Party hereto to enforce any provision of this Agreement, or any right with respect hereto, or failure to exercise any election provided for herein, shall in no way be considered a waiver of such provision, right, or election, or in any way affect the validity of this Agreement. The failure of any Party hereto to enforce any provision, right or election shall not prejudice such Party from later enforcing or exercising that provision, right, or election which it has under this Agreement.

25.        JURISDICTION AND DISPUTES.

This Agreement and all disputes and controversies arising or otherwise related thereto must be exclusively governed by the laws of the State of Texas without regard to its conflicts of law provisions, provided that matters affecting copyrights, patents and/or trademarks will be governed by U.S. federal law. The Parties agree that the judicial forum for any actions or proceedings brought relating to this Agreement shall be the federal or state courts located in the City of Austin, Texas. The Parties irrevocably submit to the exclusive jurisdiction of these courts and waive the defense of inconvenient forum, to the maintenance of any action or proceeding in such venue.

By placing an Insertion Order with Build Productions, LLC, a Texas limited liability Build (“Build”), Advertiser agrees to the following terms and conditions with respect to such advertising. ("Advertiser", and together with Build, the "Parties", and each, a "Party").

1.             Definitions. Capitalized terms not otherwise defined in the Agreement have the meanings set out in this Section.

"Accepted Insertion Order" means an Insertion Order delivered to Build by Advertiser and accepted by Build in accordance with the terms of this Agreement.

"Ad Space" means the space and placement of the Advertisement on the Website.

"Advertisement" means any advertisement that Advertiser delivers to Build pursuant to an Accepted Insertion Order.

"Artwork" means any images or visual components of an Advertisement. "Copy" means the text of an Advertisement.

"Creative Components" means the Copy, Artwork, and Layout of the Advertisement.

"Insertion Order" means a written order from Advertiser to Build for the purchase of Ad Space.

"Intellectual Property" means any and all Trademarks; original works of authorship and related copyrights and any other intangible property in which any party holds proprietary rights, title, interests, or protections, however arising, pursuant to the Laws of the US, including all applications, registrations, renewals, issues, reissues, extensions, divisions, and continuations in connection with any of the foregoing and the goodwill connected with the use of and symbolized by any of the foregoing.

"Law" means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, order, injunction, judgment, determination, or other requirement or rule of law of any Governmental Authority.

"Layout" means the size and placement of Copy and Artwork within the Advertisement.

"Makegood" means a credit, refund, or comparable unit of advertising on the Website that Build provides to Advertiser at no charge to remedy specific errors or omissions of Build relating to an Advertisement.

"Build Policies" means all policies of Build regarding advertisements to be published in the Website, including Specifications, Submission Deadlines, content restrictions, and privacy policies, as may be amended from time to time.

"Representatives" means a Party's employees, officers, directors, partners, shareholders, agents, attorneys, third-party advisors, successors, and permitted assigns.

"Specifications" means the technical specifications of Build for all advertisements to be published on the Website.

"Trademarks" means all rights in and to trademarks, service marks, trade dress, trade names, brand names, logos, and other similar designations of source, or origin, together with the goodwill symbolized by any of the foregoing.

“Website” – means the individual website or websites owned by Build on which the Advertisement will be placed as specified in the Approved Insertion Order.

2.             Agreement to Purchase and Sell Ad Space.

2.1              Purchase and Sale. Subject to the terms and conditions of this Agreement, during the Term (as defined in Section 10.1), Build shall sell to Advertiser, and Advertiser shall purchase from Build, Ad Space as detailed on any Accepted Insertion Orders, which Accepted Insertion Order is incorporated herein by this reference.

2.2              Non-Exclusivity. Nothing herein is intended nor shall be construed as creating an exclusive arrangement between Advertiser and Build. This Agreement will not restrict

(a) Advertiser from advertising on other websites, publications, or media or (b) Build from selling advertisements to third parties.

2.3              Amendments to Insertion Orders. Advertiser shall have the right to cancel or amend any Insertion Order delivered to Build, without Build's consent, only if Build has not yet accepted the Insertion Order. Once Build has accepted the Insertion Order, Advertiser may amend or cancel the Insertion Order without penalty within thirty (30) days of first publication of the Advertisement on the Website.

2.4              Acceptance or Rejection of Insertion Orders. Build has the right, in its sole discretion, to accept or reject any Insertion Order. Build shall accept any Insertion Order by confirming the order in writing to Advertiser within five (5) days of receipt. No Insertion Order is binding unless accepted by Build. In the event of any conflict between the terms of this Agreement and the terms of any Accepted Insertion Order, the terms and provisions of the Accepted Insertion Order will control.

3.             Terms of Payment; Taxes.

3.1              Payment. If the Insertion Order is approved by Build, Advertiser will be invoiced in those amounts set forth in the Approved Insertion Order. Payment for services must be paid to Build according to the terms of the Approved Insertion Order. Any late payments will be subject to interest, calculated daily and compounded monthly at the lesser rate of 1.5% per month or the highest rate permissible under law. Advertiser will be responsible for all reasonable costs incurred by Build in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees. Build reserves the right to suspend performance of any of its obligations hereunder if Advertiser fails to make timely payment.

3.2              Taxes. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes and charges of any kind imposed by any governmental authority on any amounts payable by Advertiser. Advertiser shall be responsible for all such charges and taxes, except for any taxes imposed on, or with respect to, Build's revenue or other assets.

4.             Advertisement Requirements.

4.1              Delivery. Advertiser shall deliver all Advertisements, Copy, and Creative Components to Build in final format in accordance with the Specifications set forth in the then-current Build Policies at least five (5) business days prior to the scheduled start date of publication of the Advertisement (“Submission Deadline”). Build is not responsible for making any corrections to Advertisements.

4.2              Clearances. Advertiser shall be responsible for obtaining all rights, licenses, permissions, releases, approvals, clearances, and for payment of all royalties, license, or other fees required for Advertiser to create any Advertisement and grant Build the right to publish it on the Website.

4.3              Build Approval. Build reserves the right, in its sole discretion, at any time and for any reason, to reject, cancel, or cease publication of any Advertisement or Creative Component, space reservation, or position commitment, without any liability to Advertiser, except as provided in Section 5 for Makegoods. Build shall notify Advertiser as soon as reasonably possible of any objection to any Advertisement or any Creative Component therein. Build may, in its sole discretion, provide Advertiser with the opportunity to amend or replace a rejected Advertisement.

5.             Makegoods.

5.1              If an Advertisement fails to substantially conform to the parameters of the Ad Space and other deliverables set out in the Accepted Insertion Order, Advertiser and Build will make a good faith effort to agree upon conditions of a Makegood. If such terms cannot be agreed upon by Advertiser and Build, Build may issue a credit to Advertiser equal to the value on any such deficiency or undelivered portion of the Accepted Insertion Order. In the event Advertiser made a pre-payment to Build for the Accepted Insertion Order, Advertiser may elect to receive a credit for the deficiency equal to the difference of the applicable pre-payment and the value of the delivered portion of the Accepted Insertion Order.

5.2              Makegoods are not available where under-delivery or omission of an Advertisement is attributable to Advertiser’s (i) delayed, incorrect, or incompatible Creative Components, (ii) failure to follow Build Policies; or (iii) failure to meet a Submission Deadline. This Section 5 sets forth the sole and exclusive remedy for any failure by Build to fulfill its obligations under an Accepted Insertion Order.

6.             Build's License. Advertiser grants Build a limited, royalty-free, non-exclusive, non- transferable, and non-sublicensable license to publish each Advertisement, including all of Advertiser's Intellectual Property contained therein, on the Website.

7.             Representations; Warranties.

7.1              Advertiser represents and warrants that it has the right to publish, and to grant others to publish, the Advertisement and all Creative Components embodied therein without infringing or violating the rights of any third party or violation of any Law, rule, or regulation and that the Advertisement delivered to Build will not contain any viruses, malware, or other devices capable of disabling or interfering with any computer systems or software.

7.2              NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. BUILD MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW OR OTHERWISE WITH RESPECT TO ITS WEBSITE OR SERVICES DELIVERED, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND ADVERTISER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY. ALL SERVICES ARE PROVIDED ON AN AS IS BASIS.

8.             Indemnification. Advertiser shall defend, indemnify, and hold harmless Build and its Representatives against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers arising out or resulting from: (a) the publication of any Advertisement; the Creative Components or anything contained therein; and/or (c) any material of Advertiser in which users can link through any Advertisement, including but not limited to, claims of trademark or copyright infringement, libel, defamation, breach of confidentiality, privacy or data protection violation, false, deceptive or misleading advertising or sales practices. This right of Indemnification shall survive the termination of this Agreement.

9.             Limitation of Liability; Disclaimer of Warranties. IN NO EVENT WILL BUILD BE LIABLE UNDER, OR IN CONNECTION WITH, THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION, IN EACH CASE REGARDLESS OF WHETHER BUILD WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL BUILD'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO BUILD IN THE SIX-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.         Term; Termination.

10.1          Term. The term of this Agreement commences on the Effective Date and continues as provided in the Approved Insertion Order, unless it is earlier terminated as provided under this Agreement (the "Term").

10.2          Mutual Right to Terminate. Either party may terminate this Agreement upon written Notice (as defined in Section 11.2) to the other party if the other party breaches any material provision of this Agreement or any Accepted Insertion Order (other than Advertiser's obligation to pay any amount when due which is governed by Section 10.3) and either the breach cannot be cured or, if the breach can be cured, it is not cured by the other party within ten (10) days after its receipt of written Notice of such breach;

10.3          Build's Right to Terminate. Build may terminate this Agreement upon written Notice to Advertiser if Advertiser fails to pay any amount when due under this Agreement and such failure continues for fourteen (14) days after Advertiser's receipt of written Notice of nonpayment.

10.4          Effect of Termination. Notice of termination under this Agreement shall operate as an automatic cancellation of any Advertisements that are scheduled to be published subsequent to the date of the termination notice. Upon the expiration or earlier termination of this Agreement, Build shall promptly erase all of the Advertiser’s non-public and proprietary information from its computer systems, except for copies that are maintained as archive copies, which it shall destroy upon the normal expiration of its backup files.

11.         Miscellaneous.

11.1          Entire Agreement. This Agreement, together with any Accepted Insertion Orders, constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

11.2          Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only

(a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

11.3          Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the court may modify this Agreement to effect the original intent of the Parties as closely as possible.

11.4          Amendment. No amendment to this Agreement is effective unless it is in writing and signed by an authorized Representative of each party hereto.

11.5          Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

11.6          Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law or in equity.

11.7          Assignment. Neither party may assign, transfer, or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of the other party[; provided, however, that either party may assign this Agreement to a parent, subsidiary, or other affiliate, a successor-in-interest by consolidation, merger, or operation of law or to a purchaser of all or substantially all of the Party's assets. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

11.8          No Third-Party Beneficiaries. This Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

11.9          Choice of Law. This Agreement and all disputes and controversies arising or otherwise related thereto must be exclusively governed by the laws of the State of Texas without regard to its conflicts of law provisions, provided that matters affecting copyrights, patents and/or trademarks will be governed by U.S. federal law. The Parties agree that the judicial forum for any actions or proceedings brought relating to this Agreement shall be the exclusive federal or state courts located in the City of Austin, Texas. The Parties irrevocably submit to the exclusive jurisdiction of these courts and waive the defense of inconvenient forum, to the maintenance of any action or proceeding in such venue

11.10      Force Majeure. Any delay or failure of either party to perform its obligations under this Agreement will be excused if caused by conditions beyond its control, including but not limited to natural disasters, network failures, electrical outages, fire, flood, earthquake, severe weather, pandemic, explosions, wars or acts of terrorism) (each, a "Force Majeure Event").

11.11      Relationship of Parties. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the parties hereto. Build is an independent contractor pursuant to this Agreement.