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Customer Agreement - Media Pro Base Plan

CLIENT AGREEMENT

This Agreement is entered into between NewsAnchored, LLC, a Wyoming limited liability company (“Company”), and (“Client”) as of the date listed under Client’s signature on the last page hereof (“Effective Date”). Company and Client are each referred to as a “Party” and collectively as the “Parties.” In consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Client hereby agrees as follows:

Conditions Precedent. Company has no obligation to perform under this Agreement unless and until Company receives: (i) an executed copy of this Agreement signed by Client; and (ii) payment in accordance with the terms of this Agreement.
Services.

a. Client hereby engages Company to provide the following services (the “Services”):

i. Three (3) article placements per month.

ii. Articles to be published within five (5) days following delivery and approval of each article.

iii. Optional access to Article Genie Writing Program.

b. Client agrees to provide all necessary information, materials, and access required for the completion of the Services in a timely manner.

c. Client acknowledges and agrees that Company’s performance is dependent on Client's timely and effective satisfaction of Client's responsibilities under this Agreement, and timely decisions and approvals of Client in connection with the Services. Company shall be entitled to rely on all decisions and approvals of Client. If Company’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or its personnel, Company shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.
Fees.

a. Client agrees to pay Company the following fees as consideration for the Company’s provision of the Services: $299.00 per month.

b. By making payment, Client acknowledges acceptance of all terms in this Agreement. Payment shall be made upfront before commencement of work.

c. If Company incurs any costs, expenses, or fees, including reasonable attorney’s fees and professional collection services fees, in connection with the collection or payment of any amounts due under this Agreement, Client shall reimburse Company for all such costs, expenses and fees.

d. Client agrees that, in all cases, the minimum advertised price to be advertised and/or charged per article placement to Client’s base shall not be less than Seventy Five Dollars ($75) (the “MAP”). The MAP shall apply to any and all advertisements in any and all media, including, but not limited to flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, email, newsletters, banner ads, social media ads, website ads, or any other digital offering.
Representations and Warranties. Client represents, warrants and covenants that:

a. It has the necessary power and authority to enter into this Agreement;

b. It owns or has secured written authorization to produce, display, distribute, sublicense, and exploit all Client Materials (defined below) provided to Company for use in the Services;

c. All factual claims made are accurate and not misleading;

d. The Client Materials are not being provided in furtherance of a criminal act or enterprise;

e. Any commercial offers made are in good faith;

f. The Client Materials do not contain any libelous, obscene, or pornographic material, nor do the Client Materials violate the right of privacy or the right of publicity of any third party;

g. The Client Materials do not infringe upon any third party copyright, patent, trade secret, or trademark rights nor misappropriate the property of third parties; and

h. All provided elements and the overall impression made by them together are compliant with all applicable rules for fair advertising, including those of the Federal Trade Commission and any other applicable regulator.
Client Materials.

a. “Client Materials” shall be defined as all materials supplied by Client to Company for display or use in connection with the Services, including, without limitation, text, content, audio and/or visual works, photos, and brand materials such as trade names, service marks, or logos owned or licensed by Client including all copyrights and trademark rights vested therein.

b. Client hereby grants Company a perpetual, worldwide, royalty-free, nonexclusive, freely transferrable, irrevocable license to use, execute, reproduce, transmit and display the Client Materials incorporated into, made a part of, or necessary for the use of, any of the Services. The foregoing license shall be freely assignable.

c. To the extent that any Third Party IP (defined below) is incorporated into the Client Materials, then Client shall obtain all releases, licenses, permits and other authorizations as are necessary to enable Company to use any Third Party IP incorporated into the Client Materials. “Third Party IP” shall be defined as all copyrights, trademarks, trade names, service marks, and/or other intellectual property developed or created by anyone other than Company or Client.
Indemnification. Client shall defend, indemnify and hold the Company and its parents, subsidiaries, related entities, subcontractors and affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, a “Company Indemnitee”) harmless against any and all claims, damages, losses, liabilities, obligations, costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred by such Company Indemnitee resulting from any action by a third party that arise out of or result from, or are alleged to arise out of or result from, the use of Client Materials or information (including any documents, data, specifications, software, content, or technology) or arising out of or based upon any material breach of any of Client’s representations, warranties, covenants or obligations under this Agreement or any negligent, reckless or willful misconduct of Client.
Company Materials. Client shall have the right to use, copy, modify, create derivative works of, distribute, and make any use, whether internal or commercial, of the deliverables produced as part of the Services upon payment in full. All right, title, and interest in and to the NewsAnchored platform and all documents, specifications, data, know-how, methodologies, software, and other materials (“Company Materials”) made available to the Client during the Term, including but not limited to Article Genie Writing Program, shall remain the sole property of the Company. Client has no right or license to reproduce or use any Company Materials. All rights in and to the Company Materials are expressly reserved by the Company. All other pre-existing intellectual property remains the sole property of each respective Party.
Data Privacy. All information or data provided hereunder is subject to Company’s Privacy Policy. Client shall not access or use the Services or Company Materials except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, Client shall not, except as this Agreement expressly permits: (i) copy, modify, or create derivative works or improvements of the Services or Company Materials; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Company Materials to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Company Materials, in whole or in part; (iv) bypass or breach any security device or protection used by the Services or Company Materials or access or use the services or Company Materials; (v) input, upload, transmit, or otherwise provide to or through the services or Company Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code; (vi) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Company, or Company’s provision of Services to any third party, in whole or in part; (vii) remove, delete, alter, or obscure any trademarks, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Company Materials, including any copy thereof; (viii) access or use the Services or Company Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party, or that violates any applicable Law; (ix) access or use the Services or Company Materials for purposes of competitive analysis of the Company, the development, provision, or use of a competing software service or product, or any other purpose that is to the Company’s detriment or commercial disadvantage; (x) and/or otherwise access or use the Services or Company Materials beyond the scope of the authorization granted under this Agreement.
Term; Termination.

a. Term. The initial term of this Agreement shall begin on the Effective Date of this Agreement and remain in full force and effect for one (1) month from the Effective Date, unless earlier terminated as provided in this Agreement. The Agreement shall automatically renew at the end of each month for an additional one month period unless terminated by either Party. The entire term of this Agreement as renewed or extended shall be defined as the “Term.”

b. Termination. Either Party may terminate this Agreement for any reason, at any time, with or without cause.

c. Article Submissions. Client shall not have the right to submit articles on the last day of the Initial Term unless the renewal payment for the Subsequent Term has been received by Company.
Refund Policy. Client shall be eligible for a refund up until twenty-four (24) hours following Client’s initial payment pursuant to this Agreement (the “Refund Period”), provided any such refund shall be subject to Client not having utilized any of the Services during the Refund Period. Client shall not be eligible for a refund merely for nonuse of Services, and Company shall not be obligated to issue refunds for any pre-paid periods.
Confidentiality. Client agrees to maintain the confidentiality of any proprietary, sensitive, or private information exchanged during the Term. Client agrees not to disclose details of this Agreement or work product to external parties without Company’s written consent. Client agrees not to make any disparaging statements about Company or any of Company’s employees or affiliates in relation to this Agreement or the Services.
Guidelines. Client acknowledges that it has read and understands the Company’s Code of Ethics which are published on the Company’s website, updated from time to time, and referenced on the Company website (“Guidelines”). Client agrees to abide by the Guidelines in all of Client’s interactions with Company and Company’s employees, affiliates, partners, and agents. Client also acknowledges that the Company reserves the right to terminate this Agreement and/or remove or abridge any article submitted by Client should the Company determine in its sole discretion that the Guidelines have been or would be violated. Moreover, Company’s publishing partner(s) may take such actions as they deem appropriate in their sole discretion.
Governing Law; Dispute Resolution.

a. This Agreement shall be governed by the laws of the state of Wyoming. Any disputes shall be subject to exclusive jurisdiction of the courts in Wyoming. Should any dispute arise as to the interpretation of any term or provision of this Agreement, the issue shall be decided by arbitration. The arbitration proceeding shall be conducted under the applicable rules of the American Arbitration Association in Wyoming. If such organization ceases to exist, the arbitration shall be conducted by its successor or by a similar arbitration organization at the time a demand for arbitration is made. The decision of the arbitrator shall be final and binding on both Parties. The prevailing Party shall be entitled to recover from the other Party the expenses for the arbitrator's fee, attorney's fees and travel expenses, expert testimony, and travel expenses of experts, and for all other expenses of presenting the case.

b. Client waives the right to be a class representative, class member, or otherwise participate in a class, representative, consolidated or private attorney general proceeding with respect to the matters set forth in this Agreement. Client agrees that this class action waiver is material and essential to the arbitration of any dispute between Client and Company and is non-severable from the Agreement.

c. CLIENT HEREBY ACKNOWLEDGES THAT IT IS GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY. CLIENT AND THE COMPANY AGREE TO ARBITRATE IN EACH OF ITS INDIVIDUAL CAPACITIES ONLY, NOT AS A REPRESENTATIVE OR MEMBER OF A CLASS, AND EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS.
No Joint Venture/Partnership. The relationship established by this Agreement is that of independent contractors and nothing contained in this Agreement shall be construed to: (i) give either Party the power to direct and control the business activities of the other, (ii) constitute the Parties as partners, joint venturers, agents, franchisor/franchisee or otherwise as participants in a joint or common undertaking, or (iii) allow either Party to create or assume any obligation on behalf of the other Party.
Force Majeure. Neither Party will be responsible for any failure or delay in performance due, in whole or in part, directly or indirectly, to any contingency, delay, failure, or cause of any nature beyond its reasonable control, including, without in any way limiting the generality of the foregoing, fire, terrorism, epidemic, earthquake, storm, flood or other weather, unavailability of necessary utilities or raw materials, strike, lockout, unavailability of components, war, riot, acts of God, regulation, ordinance, or instructions of government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such Party of this Agreement) or other event that is traditionally recognized by Wyoming courts as an event of force majeure. In the event of the happening of such a cause, the Party whose performance is so affected will give prompt, written notice to the other Party, stating the period of time the same is expected to continue. Such delay will not be excused under this section for more than one hundred eighty (180) days.
Assignment. Client may not assign, sub-contract and/or delegate its rights and obligations under this Agreement without the prior written consent of Company, except that Client may assign this Agreement to a successor or acquirer of all or substantially all its business or assets to which this Agreement relates. Subject to the foregoing, this Agreement inures to the benefit of and is binding on the Parties’ permitted assignees, transferees, and successors. Any assignment, sub-contract, or delegation in violation of the foregoing is void.
Liability Waiver. IN NO EVENT SHALL COMPANY BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY UNFORSEEABLE LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO COMPANY PURSUANT TO THIS AGREEMENT.
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.
Entire Agreement. This Agreement represents the entire agreement between the Parties and shall supersede any prior discussions, agreements, or understandings in relation to the Services, whether written or oral.

IN WITNESS WHEREOF, the Client has executed this Agreement as of the date below.

CLIENT

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Timestamp

Audit

February 14, 2024 5:01 pm PDT

Customer Agreement - Media Pro Base Plan Uploaded by Oliver T - info@newsanchored.com IP 158.62.99.157

February 14, 2024 5:02 pm PDT

News Anchored Developer - dev@newsanchored.com added by Oliver T - info@newsanchored.com as a CC'd Recipient Ip: 158.62.55.251

February 14, 2024 5:02 pm PDT

Ollie T. - ollie@newsanchored.com added by Oliver T - info@newsanchored.com as a CC'd Recipient Ip: 158.62.55.251

February 26, 2024 10:04 am PDT