MASTER SERVICES AGREEMENT (“MSA”)

THIS MASTER SERVICES AGREEMENT is made and entered into by and between MARKETING AND ADVERTISING SOLUTION Ltd. (“M&AS”) and Customer as of the Effective Date. Capitalized words have the meanings stated in Section 1. (DEFINITIONS). In consideration of the mutual covenants and conditions contained in this Agreement together with its Exhibits, and intending to be legally bound as indicated by Customer’s submission and M&AS’s acceptance of a SOW, the parties mutually agree as follows.

1. DEFINITIONS.

“Additional Services” means additional Services stated in a SOW.

“Agreement” means the terms and conditions in this MSA, together with all SOWs, Exhibits and invoices.

“M&AS” or “CA” means the M&AS affiliated corporate entity stated in the SOW.

“Claim” means all obligations, actions, suits, claims, demands, settlements, judgments, damages, losses, liabilities, costs and expenses (including reasonable attorney’s fees), of whatever type or nature incurred by a party by reason of a third-party claim or assertion brought against that party and its Representatives.

“Customer” means the entity identified in the SOW as the contracting entity or licensee to receive the Services.

“Digital Marketing Module” means the Module that allows a Customer to manage digital marketing campaigns across multiple channels and providers from a single interface, and may be further described in an SOW.

“Documentation” means the technical specifications authored by M&AS.

“Effective Date” means the effective date stated in the SOW.

“Feeds” means the features and functionality of the platforms that allow product data feeds to be developed, managed, and sent to various online destination configurations that M&AS supports.

“Fees” means the monies due from Customer to M&AS as consideration for the Services in the Agreement and all charges or fees imposed by third parties on M&AS in connection with the Services.

“Intellectual Property” means all trade secrets, patents and patent applications, trademarks, service marks, trade names, copyrights and all other intellectual property and proprietary rights whether registered or unregistered.

“Launching Marketing Campaigns” strategies and media planning, designing advertisements, illustrations and posters, writing scripts for advertising films, placing them in the media, consulting, creative services, planning advertising materials (without their production).

“Marketing Services” intermediation in the sale of space and time for advertising purposes in various media, mediation in the resale of space and time for advertising purposes in various media direct marketing and direct advertising, conducting advertising campaigns and other advertising services aimed at attracting or retaining customers, e.g. by: product promotion, direct marketing, delivery and posting of prospectuses and advertising samples as well as direct correspondence advertising, marketing consulting, intermediation in the sale of time and space for advertising purposes on radio and television, in electronic media (Internet) and in other media.

“Marks” means any word, symbol or device, or any combination, used or intended to be used by a party to identify and distinguish the party’s or its third-party licensor’s products or services from the products or services of others, including without limitation trade names, trademarks, service marks and logos. “Customer Marks” 1refer to any Marks of Customer and includes third party marks Customer or that are incorporated in Product Information. “M&AS Marks” refers to Marks of M&AS.

“Related Entity” means a separate legal entity (including but not limited to an affiliate) that is controlled by, is under common control with, or controls a party, where “control” means ownership of more than fifty (50%) percent of the voting stock or assets of an entity. “Representatives” collectively means the Related Entities, directors, officers, employees, permitted assigns and agents of a party.

“Services” means the services to be provided by M&AS including without limitation any licensed software, code, or functionality. Services may include without Launching Marketing Campaigns, Marketing Services, or other services as described in an SOW.

“Site Fees” means fees imposed by third parties and incurred in listing, advertising, distributing, marketing, posting and selling Customer’s products, search terms or information to Network Sites or Feed destinations, or other third-party destinations.

“Statement of Work” or “SOW” means a Statement of Work signed by Customer and M&AS.

“Term” means the period of the Agreement stated in Section 6.1 and includes the Initial Term and all Renewal Terms as defined in Section 6.1.

2. TERMS OF SERVICE/RESTRICTIONS.

2.1 Services.

M&AS agrees to use commercially reasonable efforts to perform the Services as stated in an SOW.

M&AS may subcontract the performance of the Services; such subcontractors shall be included in the term

“M&AS” and shall not be considered third parties under this Agreement.

M&AS remains responsible to Customer for the actions of M&AS’s Subcontractors. “Subcontractor” means temporary or contract-based personnel engaged by a party to assist with the Services and does not include personnel who are engaged by a party to perform back-end IT maintenance functions, any vendor assisting with infrastructure operations, or are otherwise not directly related to a party’s obligations under the Agreement. The parties agree that Customer may enter into this Agreement on behalf of Related Entities of Customer; that Customer Related Entity may be the recipient of Services.

Related Entities of a party may sign a separate SOW under this MSA.

To the extent that Customer enters into this Agreement on behalf of a Customer Related Entity and the acts or omissions of that Customer Related Entity cause M&AS to incur loss and damage, Customer will be responsible for such acts or omissions subject to the limitations and exclusions contained in this Agreement.

M&AS is not liable to compensate any loss of a Customer Related Entity.

A Subcontractor of Customer may access and use the Services under this Agreement solely on behalf and for the benefit of Customer; in that event, Customer:

(a) shall identify the Subcontractor to M&AS,

(b) covenants that the contractor will be bound to Customer by obligations no less stringent than those contained herein this Agreement, including the obligations of confidentiality and usage requirements, and

(c) shall be responsible to M&AS for the actions and omissions of the contractor.

2.2 Intellectual Property Ownership.

Customer owns its Product Information and Customer Marks.

2M&AS (or its licensors) exclusively owns all right, title and interest in and to the technology’s, and the results that appeared as a result of the execution of this Contract, or otherwise.

The Customer hereby assigns to M&AS all rights to intellectual property that has arisen as a result of the execution of this Contract, or otherwise.

Customer shall not challenge, directly or indirectly, any of M&AS’s (or its licensors’) rights to the Intellectual Property, as stated in the Agreement.

2.3 Restrictions.

Except as expressly stated in the Agreement, no licenses or rights are granted by M&AS and nothing in the

Agreement implies any license to Customer.

Customer may not remove or obscure any copyright, patent, trademark, trade secret or similar proprietary notice.

Customer agrees that the underlying structure, sequence, organization and strategy are valuable trade secrets of M&AS and shall remain strictly confidential.

Customer may not for the purpose of bringing an Intellectual Property claim against M&AS or for the purpose of developing a product or service, or helping another develop a product or service, that is competitive with the Services M&AS.

2.4 Features of the provision of M&AS Services.

M&AS provides the Services in accordance with its beliefs, experience and knowledge, may, in its sole discretion, monitor, remove, suspend or block the Services.

2.5 Access to sites and advertising channels and their availability.

M&AS does not control and is not responsible for:

(a) the quality, safety or legality of products or services available through the network sites used during the provision of the Services under this Agreement,

(b) the reliability or accuracy of content posted by third parties

(c) technical capabilities sites or placements.

2.6 Documentation Licenses.

M&AS grants Customer the non-exclusive right to use the Documentation solely in conjunction with Customer’s use of the Services as stated in an SOW.

M&AS and any applicable third parties reserve all rights in their respective Documentation.

3.0 CUSTOMER OBLIGATIONS.

3.1. Customer is obliged to provide M&AS with all necessary documents, materials or amendments in a timely manner.

3.2. Customer must have and enforce a privacy policy that complies with all applicable laws, rules and regulations including without limitation the treatment of all personal information in accordance with European Union and other non-U.S. applicable laws and governing authorities to the extent that Customer is subject to the laws of those authorities.

3.3. Customer must establish security processes to protect personal information in accordance with applicable law and at least as restrictive as industry standards, but no less than reasonable care.

3.4. Customer acknowledges that Customer’s information and Customer’s buyers’ information (personal or otherwise) may be transmitted to the United States or European Union and other non-U.S. jurisdictions as a result of M&AS providing the Services.

4.0 PAYMENT.

In exchange for the Services and/or the licenses granted in the Agreement, Customer agrees to pay the Fees in accordance with the payment terms of the Agreement.

Additional fees may apply to the Customer use of additional M&AS services beyond the scope of the Services described in the applicable SOWs, and the Customer will fully cover additional charges that arise in the process of providing the M&AS service or related to the process of implementing the Service.

Customer shall pay all costs of collection (including reasonable attorney’s fees) that M&AS incurs to recover Fees.

Any invoice not disputed by the due date is deemed accepted.

In addition to the Fees under this Agreement, Customer agrees to pay VAT taxes.

Customer is responsible for remitting all applicable taxes to the appropriate local, state, national and international authorities. Customer shall reimburse M&AS for any taxes, interest and penalties levied against M&AS if Customer fails to remit.

Where obligated by applicable law, M&AS can, for the benefit of Customer, collect all applicable local, state, national or international taxes that are owed as a result of M&AS providing services to the Customer, and remit collected taxes to the appropriate taxing authority based on Customer’s main billing address of record.

5.0 MARK LICENSES.

Each party hereby grants to the other a limited, non-exclusive, non-assignable, non-transferable license, without right to sublicense, to use its Marks in connection with the Services. Marks must be reproduced as exact copies and all use of the Marks is subject to the licensor’s usage guidelines as revised from time to time and available from the licensor.

The licensee of the Marks acknowledges and agrees that all right, title and interest in the licensor’s Marks is exclusively owned by the licensor, its licensors, or a third party and that all use of licensor Marks inures to the benefit of licensor.

Licensee shall not assert any Intellectual Property rights in the licensor Marks or in any element, derivation, adaptation, variation or name thereof.

Customer grants M&AS the right to use Customer Marks to reference Customer by name in communications about M&AS earnings. Licensee shall not contest the validity of, or licensor’s ownership of, any of the licensor Marks.

Licensee shall not, in any jurisdiction, adopt, use, or register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, or as a domain name, any licensor Marks, or any word, symbol or device, or any combination confusingly similar to any of the licensor Marks. Customer may not alter licensor Marks M&AS in any manner, or use M&AS's Marks in any manner that may dilute, diminish, or otherwise damage licensor’s rights and goodwill in its Marks.

6.0 TERM AND TERMINATION.

6.1 Term.

This Agreement is effective as of the Effective Date and continues in full force and effect for the period stated in the last expiring SOW (“Term”), subject to Customer’s payment of Fees and Customer’s strict compliance with the terms of this Agreement. The Term of this MSA is automatically extended to cover the latest Term stated in an SOW.

6.2 Termination.

This Agreement may be terminated other than at the end of a Term upon written notice to the other party as follows:

(a) by a party if the other party has materially breached the Agreement and, where the breach is capable of cure, the breaching party has not cured the breach within thirty (30) days after written notice of the breach (provided, however, that where the breaching party is diligently pursuing the cure but cannot cure within thirty (30) days, the foregoing will not apply),

(b) by M&AS if the Client has not paid within the specified period,

(c) by M&AS, upon at least thirty (30) days prior written notice without cause or liability,

6.3 Effect of Expiration or Termination.

Upon expiration or termination of this Agreement, the licenses granted under the Agreement terminate immediately. The following Sections survive its expiration or termination: 1.0, 2.3, 6.3 and 7.0 through 11.0 and any other provision or partial provision which by its nature would reasonably survive the termination of the

Agreement.

7.0 DISCLAIMER OF WARRANTIES BY M&AS.

M&AS makes no warranties, whether express, implied or statutory, with respect to the Services.

M&AS disclaims any and all warranties with respect to the Services including without limitation any warranties against infringement and implied warranty of merchantability or fitness for a particular purpose, and warranties that the services will operate uninterrupted, defect-free or error-free.

M&AS makes no warranty regarding the accuracy, timeliness, truthfulness, completeness or reliability of any content obtained.

8.0 INDEMNIFICATION.

8.1 Customer’s Indemnification.

Subject to Section 8.3 (Requirements of Indemnification), Customer indemnifies, defends and holds harmless M&AS and its Representatives from and against all Claims brought against M&AS and its Representatives arising out of or related to:

(a) Customer’s failure to comply with or breach of Sections 2.3 and 3.0 of this Agreement,

(b) Customer products listed, supplied or sold using the Services including without limitation Intellectual Property infringement claims and product liability claims, Customer Marks, ad content, and Product Information, and

(c) any gross negligence or willful misconduct of Customer or its employees or agents related to Customer’s performance of its obligations under the Agreement.

8.2 Requirements of Indemnification.

In order for the indemnification obligations of the indemnifying parties to apply, the indemnified parties must promptly provide the indemnifying party with notice in writing of any Claim, promptly tender the control of the defense and settlement of any Claim to the indemnifying party (at the indemnifying party’s expense and with indemnifying party’s choice of counsel), cooperate fully with the indemnifying party (at the indemnifying party’s request and expense) in defending or settling the Claim including without limitation providing any information or materials necessary for the defense, and take all commercially reasonable steps to mitigate damages.

As to damages payable related to the Claim, the indemnifying party shall only be liable to the indemnified party for the amount of damages as determined in a final, non-appealable order of a court of competent jurisdiction or paid by way of settlement, but the indemnifying party shall have no liability for any settlement made by an indemnified party without the indemnifying party’s prior written consent, which may be withheld in the indemnifying party’s sole discretion.

The indemnifying party will not enter into any settlement or compromise of any Claim without the indemnified party’s prior consent if the settlement would require admission of fault or payment by the indemnified party.

9.0 LIABILITY LIMITATION.

M&AS is not liable to customer or any third party for the failure of non-fulfillment or improper fulfillment by the customer of his obligations to third parties.

Customer is solely responsible for all selection of parties with whom customer does business, and for terms and conditions of customer’s agreements with those parties and with network.

M&AS has no responsibility for the quality or availability of goods or services provided by customer, any buyer’s ability to pay, any third party’s compliance with the terms of a transaction, or for any injury, loss or damage caused or alleged to have been caused by the goods or services obtained by a buyer or sold by customer through use of the services.

M&AS not shall be liable to the customer for any lost profits, loss of data, or any form of indirect, special, incidental, punitive, or consequential damages of any character from any causes of action of any kind.

10.0 CONFIDENTIALITY.

Confidential Information means any information directly or indirectly disclosed by one party or its Related Entities to the other party or its Related Entities, in writing, orally or by inspection of tangible objects, which is designated as “Confidential,” “Proprietary” or a similar designation, or if not so designated, would reasonably be understood by the recipient to be considered confidential due to the information’s nature and/or circumstances surrounding its disclosure.

A party receiving Confidential Information shall not disclose it to any third party, provided, however, that M&AS may share Customer’s Confidential Information with M&AS’s Related Entities, agents, and third parties for the purpose of carrying out its rights and responsibilities under this Agreement, provided such parties have a bona fide need to know the Confidential Information, and M&AS remains responsible for any breach of this Agreement by such third parties.

The foregoing shall not be construed to expand the usage rights granted in this Agreement. Each party shall keep the other party’s Confidential Information confidential using the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidential Information does not include any information that:

(a) is or becomes publicly available through no action or inaction of the receiving party,

(b) is already in the receiving party’s possession at the time of disclosure and is not subject to confidentiality obligations,

(c) the receiving party obtains from a third party without a breach of the third party’s obligations of confidentiality,

(d) the receiving party independently develops without use of the disclosing party’s Confidential Information, or

(e) a party agrees in writing is free of restrictions.

If either party receives a subpoena or other validly issued judicial or regulatory process requesting, or is required by the rules of an applicable stock exchange, to disclose the other party’s Confidential Information, the receiving party shall notify the disclosing party, unless doing so would violate the subpoena or process, and, upon the disclosing party’s request shall reasonably cooperate to seek confidential treatment or to obtain an appropriate protective order to preserve the confidentiality of the Confidential Information at the disclosing party’s sole expense.

All confidentiality obligations survive the Term for five (5) years; provided, however, that trade secrets, personal information (as defined by applicable law), and Confidential Information related to a party’s security and network infrastructure shall remain confidential indefinitely.

The parties agree that breach of this confidentiality obligation will cause irreparable damage that cannot be fully remedied through the payment of monetary damages and that the injured party has the right to obtain injunctive relief for any such breach or threatened breach without the obligation of posting bond, in addition to any other remedies available at law or in equity.

11.0 GENERAL PROVISIONS.

11.1 General.

The parties acknowledge and agree that this Agreement does not in any way limit either party’s right at any time to independently develop, market, license, or otherwise distribute, any product in any manner that it chooses.

If M&AS receives a subpoena or other legal process requiring production of information or materials related to a dispute involving Customer, Customer shall reimburse M&AS for all expenditures M&AS incurs to respond. Customer must assert any cause of action arising under this Agreement within one (1) year from the date upon which such cause of action accrued.

Neither party may assign this Agreement without the other party’s prior written consent, except that:

(a) either party may assign this Agreement without the other’s consent in the case of a reorganization, merger, consolidation, or sale of all or substantially all of its assets, and

(b)M&AS may assign this Agreement without Customer’s consent to M&AS’s Related Entities.

All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

The parties are independent contractors.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersede any and all prior or collateral negotiations, proposals, agreements and understandings, whether oral or written, relating to the subject matter of this Agreement.

If any provision of this Agreement is held or made invalid or unenforceable for any reason, the invalidity will not affect the remainder of this Agreement and the severed provision shall be interpreted to be consistent with the Agreement.

The failure M&AS at time to require performance of any provision shall not waive or affect the right M&AS demand execution at a later time to enforce any provision.

7Section headings are for reference purposes only and in no way affect the meaning or interpretation of this Agreement.

All Exhibits referenced in this Agreement are incorporated into this Agreement by reference.

To the extent the terms of an SOW conflict with the terms of this MSA, the terms of the SOW control.

Each party represents and warrants to the other party that it is not relying on any promises, guarantees and/or assurances of the other party that are not otherwise expressly contained in this MSA or an applicable SOW.

The Parties acknowledge the validity of electronic signatures as understood in European Parliament Regulation 910/2014 eIDAS and assume that the electronic signatures placed in accordance with this Agreement and in all its annexes are valid at the time of signing, as if the Agreement was signed by the authorized person.

11.2 Notice.

Any notice required or permitted by this Agreement shall be in writing and deemed delivered if delivered

(а) by certified or registered mail, return receipt requested, upon verification of receipt or

(b) by email notification as long as “NOTICE” or “LEGAL NOTICE” appears in the subject line of the email and the email is set up to show a delivery confirmation.

Notices must be sent to the contacts and address in the SOW. Customer may not claim, and hereby waives, any defense of lack of sufficient notice for Customer’s failure to provide M&AS its current contact information.

11.3 Governing Law and Dispute Resolution.

The parties agree to treat the subject matter and existence of a dispute confidential and to resolve all disputes with respect to this Agreement promptly by negotiating in good faith.

If a dispute is not resolved within fifteen (15) days of complaint, either party may request negotiation between executives with authority to resolve the matter.

If the matter is not resolved within thirty (30) days of a party’s request for negotiation, either party may initiate judicial proceedings (these time limitations do not apply if a statute of limitations will expire or if the party is seeking injunctive relief).

The laws of Poland, govern this Agreement, and each party irrevocably and unconditionally consents and submits to the exclusive by territorial jurisdiction M&AS for purposes of any action, suit or proceeding arising out of or relating to this Agreement and agrees that service of any process, summons, notice or document by registered mail or the equivalent to the address stated in the SOW is effective service of process for any action, suit or proceeding brought against the party under this Agreement.

11.4 Force Majeure.

Neither party shall be liable for failure to perform, or the delay in performance of, any of its obligations under this Agreement other than payment if, and to the extent that, the failure or delay is caused by events beyond its reasonable control including without limitation acts of the public enemy or governmental body in its sovereign or contractual capacity, war, fire, floods, strikes, epidemics, pandemics, quarantine restrictions, unavailability of any Network Site, Feed destination, or the Internet , civil unrest or riots, acts of terrorism, transportation delays, freight embargoes or unusually severe weather. The affected party shall use commercially reasonable efforts to avoid or remove the causes of non-performance or delay, and shall continue performance whenever the causes are removed. If any non-performance or delay continues for more than thirty (30) days, this Agreement may be terminated by the unaffected party without liability upon written notice to the affected party.

Revised October 20, 2022