Last modified: September 23, 2026

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These Terms and Conditions shall govern the purchase of advertisement inventory by National Advertising Partners, dba Playfly Media (“Representative”), for the benefit of Advertiser and is incorporated into and made a part of that certain Order Letter Agreement between Representative and Advertiser

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1. ADVERTISER CONTENT WARRANTIES AND COMPLIANCE

Advertiser represents and warrants that all advertising copy, creative, artwork, audio, video, endorsements, claims, trademarks, and other materials furnished by or on behalf of Advertiser (collectively, “Advertiser Content”) are (a) truthful, accurate, and not misleading; (b) lawful and compliant with all applicable federal, state, and local laws and regulations and non-infringing; and (c) compliant with applicable industry, network, venue, league, team, and rights-holder standards. Representative may, in its sole discretion and without liability, reject, remove, or require modification of any Advertiser Content, and any such action does not relieve Advertiser of its payment obligations.

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2. REPRESENTATIONS AND WARRANTIES

Advertiser represents and warrants that: (i) Advertiser has the right to enter into this contract and the power and all authorizations necessary to conclude this contract for and on behalf of the Advertiser; (ii) Advertiser has, at its sole expense, secured  all necessary licenses, rights, releases, consents and clearances required in connection with its Advertiser Content, including, but not limited to, copyright performance and music synchronization rights; (iii)  the Advertiser Content does not violate any federal, state or local laws, statutes, ordinances, or regulations and codes; (iv) the Advertiser content is not defamatory, libelous, pornographic, obscene, or otherwise unlawful; (v) Advertiser has the sole right, title, and interest in or has written permission to make use of the name, logos, and trademarks of the entity under which Advertiser advertises and does business; (vi) Advertiser has a reasonable basis for all claims made within the Advertiser Content, possesses appropriate documentation to substantiate such claims, and shall fulfill all commitments made in its campaigns, and that all product information it provides is truthful, accurate, and complete, and is not misleading in any way; (vii) all Advertiser Content complies with applicable network, carrier, and distribution platform content guidelines; and (viii) all Advertiser Content is free of viruses, bombs, bots, and other computer routines.

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3. INDEMNIFICATION

Advertiser shall defend, indemnify, and hold harmless Representative and its affiliates from and against any third-party claims, losses, damages, liabilities, fines, penalties, settlements, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Advertiser Content; (b) defamation, deceptive advertising, or violation of privacy or publicity rights; (c) intellectual property infringement or misappropriation; (d) Advertiser's advertised products, services, or promotions; or (e) Advertiser's breach of the Agreement or this Addendum.

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4. LIMITATION OF LIABILITY

IN NO EVENT SHALL REPRESENTATIVE OR REPRESENTATIVE’S AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, GOOD WILL, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR BE SUBJECT TO EQUITABLE REMEDIES OR INJUNCTIVE RELIEF. REPRESENTATIVE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY ADVERTISER TO REPRESENTATIVE UNDER THE AGREEMENT FOR THE SPECIFIC ADVERTISEMENT OR MEDIA PLACEMENT GIVING RISE TO THE CLAIM.

Except as otherwise expressly stated in the Agreement, Representative's sole obligation for any error, omission, technical failure, preemption, or failure to publish is, at Representative's option, a make-good placement of comparable value.

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5. PAYMENT TERMS

Advertiser shall pay all invoiced amounts in full, without setoff or deduction, within sixty (60) days of the invoice date, unless otherwise stated in the Agreement. Advertiser is responsible for all applicable taxes (excluding taxes on Representative's net income). Past-due amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, calculated from the due date until paid. Advertiser shall reimburse Representative for all costs of collection, including reasonable attorneys' fees. Where an advertising agency places the buy on Advertiser's behalf, Advertiser and the agency are jointly and severally liable for payment.

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6. TERMINATION AND SUSPENSION

Representative may, upon written notice and without liability, suspend performance, withhold or remove placements, or terminate the Agreement in whole or in part if Advertiser (a) fails to pay any amount when due; or (b) becomes insolvent, is unable to pay its debts as they become due, files or has filed against it a petition in bankruptcy, has a receiver or trustee appointed for all or a substantial part of its assets, makes an assignment for the benefit of creditors, or is the subject of any proceeding under any insolvency or debtor-relief law. In the event of any circumstance described in clause (b), Representative may terminate immediately without prior notice. Upon termination, all amounts for placements delivered or committed become immediately due, and Representative shall have the right to set off any amounts owed by Advertiser against any amounts Representative may owe to Advertiser under this or any other agreement. Representative may, without obligation to Advertiser, resell, reassign, or otherwise dispose of any inventory or placements previously committed to Advertiser. Any applicable cancellation charges under the Agreement survive. The rights and remedies set forth in this Section are in addition to, and not in lieu of, any other rights or remedies available to Representative at law or in equity, and shall be exercisable to the fullest extent permitted by applicable law, including the United States Bankruptcy Code.

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7. AGENCIES

If Advertiser is an agency, other media buying service or time-buying service acting on behalf of an advertiser and/or agency (or both, as the case may be) such agency, other media buying service or time buying services hereby represents, warrants and covenants that it has the authority from such advertiser and/or agency (or both as the case may be) to enter into this contract and to otherwise act as agent for such advertiser and/or agency (or both as the case may be) for all purposes hereof. Notwithstanding anything herein to the contrary, if Advertiser is an agency, time-buying service or other media placement service acting on behalf of Advertiser and/or agency (or both as the case maybe) then all obligations of Advertiser hereunder, shall be joint and several obligations of such time-buying service, agency and other media placement service as the case may be. Failure of an agency, time-buying service or other media placement service to receive adequate funds from an Advertiser does not relieve such agency, time-buying service or other media placement service from the obligations to timely pay all amounts due. Similarly, payment by an Advertiser to its agency or time-buying services or other media placement service, as the case may be, or payment by an agency to a time-buying service or other media placement service, shall not constitute or otherwise excuse full and timely payment of all amounts due to Representative hereunder.

Except as set forth in the Agreement, Representative makes no representation, warranty, or guarantee regarding audience size, impressions, reach, engagement, return on investment, or any other business outcome, and any estimates or projections are non-binding. 

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8. NONCANCELLABLE COMMITMENTS

Except as otherwise set forth in the Agreement, all media purchases, placements, and commitments made under the Agreement are firm and noncancellable. Advertiser may not cancel, reduce, or reschedule any confirmed placement or media buy except with Representative's prior written consent, which may be withheld in Representative's sole discretion. Advertiser's obligation to pay for all confirmed placements survives any termination or expiration of the Agreement.

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9. GENERAL

Except as modified herein, the Agreement remains in full force and effect. The Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any action or proceeding arising out of or relating to this Addendum or the Agreement shall be brought exclusively in the state or federal courts located in the Borough of Manhattan, City of New York, and each party irrevocably consents to the jurisdiction of such courts.

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* These Terms and Conditions effective as of September 15, 2026.