1. ACCEPTANCE AND PARTIES

These Terms of Use (“Terms”) govern access to and use of the proprietary demand-side advertising technology platform marketed under the OPTU.Trade™ trademark (the “Platform”), which is owned and operated by Optimum Media, LLC or its affiliates (“Optimum”), by the customer, advertiser, agency, or other person to which Optimum grants access to the Platform (“Client”), whether such access is established through an account registration, online order form, master services agreement, insertion order, onboarding process, email invitation, or other authorization by Optimum.

These Terms become effective upon the earliest of (i) Client's acceptance of these Terms; (ii) Optimum's provisioning or authorization of Client's access to the Platform; (iii) Client's first access to or use of the Platform; or (iv) execution of an Order Form incorporating these Terms by reference.

By accessing or using the Platform, accepting these Terms electronically, creating or using an account, or permitting any Authorized User to access the Platform, Client agrees to be bound by these Terms. If you accept these Terms or access the Platform on behalf of a Client, you represent that you have the authority to bind Client to these Terms.

2. DEFINITIONS

"Aggregate Gross Media Spend" means the gross amount paid or payable by Client for the purchase of digital advertising inventory through the Platform during the applicable measurement period. Aggregate Gross Media Spend includes only the cost of advertising media inventory and expressly excludes Platform fees, data fees, audience segment fees, measurement fees, verification fees, technology fees, third-party service fees, taxes, and any other non-media charges or costs.

“Authorized Users” means Client's employees, contractors, agents, or authorized representatives who are permitted to access and use the Platform on Client's behalf.

“Client Data” means: (a) advertiser creative assets, trademarks, logos, and brand materials; (b) first-party data uploaded by Client; (c) campaign parameters, targeting criteria, and bidding strategies; and (d) other materials provided by or on behalf of Client for use on the Platform. Notwithstanding the foregoing, Client Data excludes Usage Data and Aggregate Data.

“Documentation” means Optimum's then-current user guides, technical documentation, and online help materials for the Platform.

“Laws” means all applicable federal, state, local, and international laws, statutes, rules, regulations, directives, and binding self-regulatory guidelines, including, without limitation, those relating to advertising, marketing, consumer protection, privacy, data protection, data security, political advertising, and digital media.

“Order Form” means any order form, master services agreement, insertion order, statement of work, online registration, email agreement, click-through ordering process, or other commercial agreement or ordering mechanism through which Optimum provides Client access to the Platform or establishes pricing or other commercial terms applicable to Client. If there is a conflict between these Terms and an applicable Order Form, the Order Form controls solely with respect to the commercial terms expressly addressed in the Order Form, and these Terms control in all other respects.

“Usage Data” means any data generated as a result of, or in connection with, Client’s use of the Platform, including, without limitation, data relating to Client's access to and use of the Platform (e.g., usage statistics, feature utilization, search queries, system performance data, error logs, metadata, and similar information). Usage Data is owned exclusively by Optimum and is not Client Data.

3. PLATFORM DESCRIPTION AND SCOPE

3.1 Platform Capabilities

The Platform is a self-service demand-side advertising technology platform that enables programmatic planning, bidding, buying, optimization, measurement, and reporting of digital advertising inventory across exchanges, publishers, supply-side platforms, and data providers. The Platform operates through automated systems, algorithms, and machine learning models based on campaign parameters, budgets, targeting criteria, and constraints set by Client. Client is solely responsible for selecting inventory sources, establishing bidding strategies, setting parameters (e.g., budgets, pacing, targeting, etc.) and campaign execution through the Platform.

3.2 Relationship; No Agency

Optimum provides the Platform as a technology service. Optimum does not act as Client's agent, fiduciary, or representative with respect to Platform usage. Client retains full control and decision-making authority over campaign strategy, budget allocation, targeting parameters, creative selection, and all advertising activities conducted through the Platform. While the Platform may provide recommendations and optimization suggestions, Client is solely responsible for campaign decisions and outcomes.

3.3 Third-Party Platforms

Client acknowledges and agrees that: (a) the Platform integrates with third-party services, including, without limitation, advertising exchanges, supply-side platforms, data providers, and other services; (b) Optimum does not purchase, own, reserve, or resell advertising inventory; (c) Advertising inventory is made available by third-party exchanges, publishers, supply-side platforms, and other third-party providers, and Client independently determines whether and how to bid for such inventory through the Platform; (d) Optimum does not control, endorse, or guarantee availability, pricing, inventory quality, fraud levels, data accuracy, compliance, or performance of any such third-party services; and (e) campaign performance depends on factors beyond Optimum's control, including, without limitation, third-party platform availability, inventory quality, market conditions, and competitive dynamics.

3.4 Campaign Controls

Optimum may, at any time, reject, remove, or disable any creative, landing page, audience segment, data set, domain/app placement, targeting parameter, or other campaign configuration that Optimum reasonably believes violates Laws, third-party requirements, or Optimum policies, or poses legal, regulatory, security, or reputational risk.

3.5 Platform Changes

Optimum may modify, update, replace, suspend, or discontinue any feature, integration, or functionality of the Platform at any time without liability for any such changes, including changes required by third parties. Where reasonably practicable, Optimum shall use commercially reasonable efforts to provide prior notice of material changes through the Platform interface or Client's registered email address; provided that Optimum may implement changes immediately for security, emergency, third-party, or legal reasons.

4. ACCOUNT REGISTRATION AND AUTHORIZED USERS

4.1 Account Creation

Optimum may create, provision, or authorize an account for Client as part of the onboarding process, or Client may create its own account where such functionality is made available. Client is responsible for ensuring that all account information remains accurate, complete, and current.

4.2 Account Security

Client is solely responsible for: (a) maintaining confidentiality of account credentials; (b) all activities occurring under Client's account, whether or not authorized; (c) immediately notifying Optimum of any unauthorized access or security breach; and (d) ensuring all Authorized Users comply with these Terms. Optimum has no liability for losses except to the extent directly caused by Optimum’s gross negligence or willful misconduct.

4.3 Authorized Users

Client may permit Authorized Users to access the Platform; provided, however, Client shall remain fully responsible and liable for all acts and omissions of Authorized Users. Client must ensure Authorized Users comply with these Terms and immediately revoke access upon termination of employment or engagement.

4.4 Agency Authority

If Client uses the Platform on behalf of advertisers or other third parties, Client represents and warrants that: (a) it has full legal authority to bind such parties to these Terms; (b) it has obtained all necessary consents and authorizations; and (c) it will indemnify Optimum for any claims arising from lack of authority. Client and such third parties are jointly and severally liable for obligations under these Terms.

5. LICENSE AND USE RESTRICTIONS

5.1 License Grant

Subject to these Terms and payment of applicable fees, Optimum grants Client a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the Term to access and use the Platform and Documentation solely for Client's internal business purposes in accordance with the Documentation.

5.2 Use Restrictions

Client shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, algorithms, or underlying ideas of the Platform; (b) modify, adapt, translate, or create derivative works based on the Platform; (c) remove, obscure, or alter any proprietary notices, labels, or marks on the Platform; (d) use the Platform to develop, market, or distribute competing products or services; (e) access the Platform to build a competitive product, service, or database, or copy any features, functions, integrations, or graphics; (f) frame, mirror, or display any part of the Platform on another website or platform; (g) use automated means (including bots, scrapers, crawlers, or other automated tools) to access, monitor, or copy the Platform except as expressly permitted in the Documentation; (h) transmit any viruses, malware, ransomware, or other harmful code through the Platform; (i) attempt to gain unauthorized access to the Platform or its related systems or networks; (j) interfere with or disrupt the integrity or performance of the Platform; (k) use the Platform in any manner that violates applicable Laws or third-party rights; (l) share, rent, lease, sell, distribute, or sublicense Platform access to third parties; or (m) use the Platform beyond the scope or volume limits specified in the applicable Order Form.

5.3 Reservation of Rights

Optimum reserves all rights not expressly granted herein. Nothing in these Terms grants Client any right, title, or interest in the Platform except the limited license in Section 5.1.

6. CLIENT OBLIGATIONS AND REPRESENTATIONS

6.1 Legal Compliance

Client represents, warrants, and covenants that: (a) all Client Data, advertising campaigns, and Client’s use of the Platform shall at all times comply with all applicable Laws; (b) Client has obtained all necessary rights, licenses, consents, and authorizations for use, processing, and distribution of Client Data and campaign content; (c) Client Data and campaigns do not infringe, misappropriate, or violate any third-party intellectual property, publicity, privacy, or other rights; (d) Client has implemented appropriate privacy notices and obtained all required consents for data collection, use, and sharing; (e) Client will not use the Platform for any unlawful, fraudulent, deceptive, or harmful purpose; and (f) all information provided to Optimum is accurate, complete, and not misleading.

6.2 Prohibited Content and Activities

Client shall not use the Platform: (a) in violation of applicable Laws or third-party rights; or (b) to promote, distribute, or facilitate: (i) content that violates applicable Laws or third-party rights; (ii) defamatory, obscene, pornographic, or sexually explicit content; (iii) content harmful to minors; (iv) weapons, explosives, gambling, online casinos, betting services, tobacco products, vaping products, or alcohol to underage audiences; (v) counterfeit goods, pirated content, or stolen property; (vi) malware, spyware, viruses, or other harmful code; (vii) phishing, fraud, identity theft, or other deceptive practices; (viii) pyramid schemes, multi-level marketing, or get-rich-quick schemes; (ix) content promoting violence, hatred, discrimination, or harassment; or (x) any content that violates Optimum's advertising guidelines or industry advertising standards.

6.3 Campaign Monitoring and Compliance

Client is solely responsible for monitoring campaigns for compliance with applicable Laws and these Terms. Client shall immediately pause or modify campaigns upon notice of any violation or potential violation.

6.4 Cooperation with Investigations

Client shall cooperate with Optimum and law enforcement in investigating potential violations of Laws or these Terms, including providing requested information and documentation.

6.5 Political Advertising

If Client uses the Platform to create, run, or manage political advertising (including, without limitation, issue ads, candidate ads, or advocacy campaigns), Client represents, warrants, and covenants that it will comply with all applicable Laws and self-regulatory guidelines, including (as applicable) sponsorship identification, disclaimers, record-keeping, targeting restrictions, reporting, and notice obligations. Client is solely responsible for determining whether an advertisement is political advertising and for ensuring all required approvals, disclosures, disclaimers, and record-keeping are satisfied. Optimum may request documentation reasonably necessary to confirm compliance and may suspend or remove any political advertising or related campaigns under Section 14.4 if Optimum reasonably believes such advertising poses legal, regulatory, or reputational risk.

6.6 Compliance Review; Certifications

Optimum may request that Client provide reasonable information, certifications, and documentation to verify Client’s compliance with these Terms and applicable Laws (including documentation of rights, licenses, and consents for Client Data and ad content). Client will promptly provide such information upon request. Optimum may limit, reject, pause, or suspend any campaign, creative, audience segment, data set, or targeting parameter if Optimum reasonably believes it violates applicable Laws, third-party terms, or these Terms, or creates legal, regulatory, security, or reputational risk.

7. FEES, PAYMENT, AND FINANCIAL TERMS

7.1 Platform Fees

Client shall pay all Platform fees as specified in the applicable Order Form. Fees may include: (a) platform access fees; (b) percentage-based fees on media spend; (c) CPM, CPC, or other performance-based fees; (d) data fees; (e) implementation or onboarding fees; and (f) overage fees for usage exceeding specified limits. Except as expressly provided herein or in the applicable Order Form, all fees are non-refundable and non-cancellable. If the applicable Order Form specifies Platform fees or a fee schedule different from those set forth below, the applicable Order Form will control.

Unless otherwise agreed in the applicable Order Form, the following standard Platform fee schedule applies based on Client's Aggregate Gross Media Spend during each twelve (12)-month period of the Term:

Spend Threshold

• Up to $149,999.99 — 10%

• $150,000.00 - $249,999.99 —10%

• $250,000.00 - $399,999.99 — 8%

• $400,000.00 - $749,999.99 — 6%

• $750,000.00 - $999,999.99 — 5%

• $1,000,000.00 + — 4%

Data fees, audience segment fees, measurement fees, verification fees, technology fees, and other third-party charges may be billed separately and do not count toward Aggregate Gross Media Spend unless otherwise expressly stated in the applicable Order Form.

Platform fees are calculated as Client incurs Aggregate Gross Media Spend during each applicable twelve (12)-month period of the Term. The Platform fee schedule is applied on a graduated basis. Each Platform fee percentage applies only to the portion of Aggregate Gross Media Spend that falls within the applicable spend tier during the relevant twelve (12)-month period of the Term. Once a spend threshold has been reached, the applicable reduced Platform fee applies only to incremental Aggregate Gross Media Spend above that threshold and does not apply retroactively to previously incurred Aggregate Gross Media Spend. The spend thresholds reset at the beginning of each successive twelve (12)-month period of the Term.

For clarity, Platform fees may be calculated using one using more than one applicable spend tier during a billing period if Client's Aggregate Gross Media Spend crosses a spend threshold during such period. Optimum may invoice the resulting Platform fees as a single aggregate charge.

7.2 Payment Terms

Unless otherwise specified in the applicable Order Form, payment is due upon invoice. Invoices are issued based on platform usage and media spend. Client authorizes Optimum to charge payment methods on file. Late payments bear interest at 1.5% per month (18% annually) or the maximum rate permitted by applicable Laws, whichever is lower, plus all collection costs including reasonable attorneys' fees.

7.3 Fee Increases

Except as expressly provided in the applicable Order Form, Optimum may increase Platform fees upon thirty (30) days' notice in the Platform interface or to Client's registered email address. Continued use of the Platform after notice constitutes acceptance of increased fees. If Client does not accept increased fees, Client may terminate these Terms in accordance with Section 14.2, provided termination notice is received before the fee increase effective date.

7.4 Suspension for Non-Payment

Optimum may immediately suspend Platform access for any payment delinquency without liability and without notice. Suspension does not relieve Client of payment obligations. Optimum may charge a reactivation fee to restore access after suspension. Active campaigns may be paused during suspension, and Optimum has no liability for lost campaign performance or opportunities.

7.5 Taxes

All fees are exclusive of taxes, duties, levies, tariffs, and similar governmental charges (collectively, “Taxes”). Client is responsible for all Taxes, excluding only taxes based on Optimum's net income. If Optimum is required to pay or collect Taxes for which Client is responsible, Client shall reimburse Optimum.

7.6 Early Termination Fee

If Client terminates during an initial commitment period specified in the applicable Order Form, Client shall pay an early termination fee equal to 100% of the remaining fees for the commitment period, payable immediately upon termination.

7.7 Currency and Payment Method

All fees are in U.S. Dollars unless otherwise specified. Optimum accepts payment by credit card, ACH, wire transfer, or other methods approved in writing. Client is responsible for all payment processing fees, wire transfer fees, and currency conversion charges.

7.8 Media Spend; Authorization; No Set-Off

Client is solely responsible for all fees and all media spend (including bid spend, data fees, platform fees, third-party fees, and taxes) incurred through Client’s account, whether incurred by Client, its Authorized Users, or any third party accessing the account, including spend resulting from auction dynamics, latency, pacing variances, third-party reporting delays, or configuration settings. Client may not withhold, set off, or deduct any amounts due under these Terms for any reason.

7.9 Budget Controls; Overspend

Client is responsible for configuring budgets, caps, pacing, targeting criteria, and other campaign parameters. Client acknowledges that programmatic buying involves real-time bidding and that actual spend may vary due to auction dynamics, latency, third-party reporting timing, or campaign settings. Client remains responsible for all spend incurred through the Platform.

7.10 Disputed Amounts

Client must notify Optimum in writing of any good-faith dispute of an invoice within fifteen (15) days of the invoice date and must provide reasonable detail supporting the dispute. Amounts not disputed within such period are deemed accepted. Client must timely pay all undisputed amounts when due. The parties will cooperate in good faith to resolve disputes promptly.

7.11 Credit; Prepayment; Security

Optimum may, at any time, in its sole discretion: (a) require prepayment; (b) require a valid payment method on file and charge such method for amounts due; (c) impose spending limits; and/or (d) require a deposit or other security reasonably acceptable to Optimum, in each case based on credit risk, payment history, spend levels, or other risk factors. Failure to satisfy such requirements may result in suspension under Section 14.4.

7.12 Promotional Credits

Unless otherwise specified in the applicable Order Form or promotional terms, promotional credits are non-transferable, have no cash value, may be used only toward eligible media spend incurred through the Platform, expire as specified by Optimum, and do not count toward Aggregate Gross Media Spend for purposes of calculating applicable Platform fee tiers and are forfeited upon expiration.

8. INTELLECTUAL PROPERTY AND DATA RIGHTS

8.1 Client Data License

(a) License Grant.

Client retains ownership of Client Data. Client grants Optimum a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable, transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display Client Data for the following purposes: (i) Campaign Services: to execute, optimize, deliver, measure, and report on Client's advertising campaigns; (ii) Platform Operations: to operate, maintain, monitor, troubleshoot, improve, and enhance the Platform and related services; (iii) Compliance and Legal: to comply with applicable Laws, legal process, regulatory requirements, and enforce these Terms; (iv) Development: to develop, test, improve, and train algorithms and machine learning models, targeting capabilities, optimization, measurement, and fraud/quality controls; and (v) Aggregate Data: to create Aggregate Data.

The license in this Section 8.1(a) survives termination of these Terms with respect to Client Data processed or stored on the Platform prior to termination. Client acknowledges that the Platform’s optimization, targeting, and measurement features may rely on statistical models and machine learning trained using aggregated learnings derived from Client Data and other data sources, and that any such models (and all improvements thereto) are owned exclusively by Optimum and are not Client Data.

(b) Business Use Restrictions.

Optimum shall not use Client Data in a manner that identifies Client or its advertisers for the purpose of (i) directly soliciting such advertisers, (ii) upselling additional products or services to Client based on Client‑specific performance or usage data, or (iii) specifically tailoring the targeting, positioning, or pricing of sales efforts directed at Client’s competitors. This restriction does not apply to the use of aggregated, anonymized, or de‑identified data that cannot reasonably be used to identify Client or its advertisers.

The restrictions in Section 8.1(b) do not apply to: (i) Platform operational uses in Section 8.1(a); (ii) aggregated, anonymized data that cannot identify Client; (iii) disclosures required by applicable Laws or legal process; (iv) disclosures to Optimum's service providers under confidentiality obligations; or (v) general client lists or references that identify Client as a Platform user without disclosing specific campaign data.

Client acknowledges that: (x) the Platform uses multi-client data, machine learning, and optimization algorithms that may incorporate insights from aggregate user behavior; (y) Client Data may be used to train and improve Platform algorithms for all users; and (z) Optimum cannot and does not guarantee complete isolation of Client's campaigns or data from Platform optimization systems.

8.2 Usage Data

Optimum owns all Usage Data. Usage Data is not Client Data and is not subject to Section 8.1(b) restrictions. Optimum may use Usage Data for any lawful purpose, including to develop, market, sell, and improve products and services.

8.3 Platform Intellectual Property

As between the parties, Optimum owns all right, title, and interest in and to: (a) the Platform and Documentation; (b) all software, systems, algorithms, machine learning models, data models, databases, and technology underlying the Platform; (c) all modifications, enhancements, derivative works, and improvements to the Platform; (d) Usage Data; (e) all feedback, suggestions, ideas, and enhancement requests provided by Client; and (f) all intellectual property rights in the foregoing. Client obtains no ownership rights in the Platform or related technology.

8.4 Trademarks

OPTU.Trade™, OPTIMUM MEDIA®, Optimum®, and all related names, logos, trademarks, service marks, trade dress, and branding used in connection with the Platform are the exclusive property of Optimum or its licensors. Except for the limited right to use the Platform as expressly authorized under these Terms, nothing in these Terms grants Client any license or other right to use any Optimum trademark, service mark, logo, or trade name without Optimum's prior written consent.

8.5 Aggregate and Anonymized Data

Optimum may create aggregate, anonymized, and/or de-identified data from Client Data, Usage Data, and Platform operations (“Aggregate Data”). Aggregate Data is Optimum's property and may be used for any purpose, including analytics, benchmarking, reporting, product development, and marketing. Aggregate Data cannot identify Client, Client's advertisers, or any individual.

8.6 Feedback

Client grants Optimum a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable license to use, incorporate, and exploit all feedback, suggestions, ideas, enhancement requests, and recommendations provided by Client regarding the Platform.

8.7 Platform Dependencies; Third-Party Technology

Client acknowledges that the Platform is powered in part by third-party infrastructure and services and that Platform features, integrations, availability, and performance may depend on such third-party technology. As between the parties, Optimum retains all right, title, and interest in and to the Platform (including Optimum’s configuration, integrations, workflows, algorithms, reporting layers, and enhancements), and Client receives only the limited license expressly granted in Section 5.1.

9. CONFIDENTIALITY

9.1 Confidential Information

“Confidential Information” means non-public information of one party (“Discloser”) disclosed or otherwise made available to the other party (“Recipient”) that: (a) is marked as confidential; or (b) would reasonably be considered confidential given the nature of the information or circumstances of disclosure. Optimum's Confidential Information includes Platform features, architecture, algorithms, pricing, roadmap, and business plans. Client's Confidential Information includes Client Data (subject to Section 8).

9.2 Protection Obligations

Recipient shall: (a) protect Confidential Information using at least reasonable care; (b) use Confidential Information only as necessary to perform under these Terms; and (c) limit disclosure to employees, contractors, and affiliates with a legitimate need to know who are bound by confidentiality obligations at least as protective as these Terms.

9.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known to Recipient prior to disclosure without confidentiality obligations; (c) is received from a third party without known confidentiality obligations; (d) is independently developed by Recipient without use of or reference to the Discloser’s Confidential Information; or (e) is Aggregate Data owned by Optimum under Section 8.5.

9.4 Compelled Disclosure

If Recipient is required by applicable Laws or legal process to disclose Confidential Information, Recipient shall, to the extent legally permitted, provide Discloser with prompt written notice (email acceptable) to allow Discloser to seek protective relief. Recipient shall use its commercially reasonable efforts to disclose only the minimum information required and cooperate with Discloser's efforts to obtain confidential treatment.

10. DATA SECURITY AND PRIVACY

10.1 Security Measures

Optimum shall maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Client Data against unauthorized access, use, modification, disclosure, and destruction. Security measures may include encryption, access controls, monitoring, and employee training. Optimum disclaims liability for unauthorized access except to the extent directly caused by Optimum’s gross negligence or willful misconduct, and to the extent liability cannot be disclaimed under applicable Laws.

10.2 Privacy Compliance

Each party shall comply with applicable privacy and data protection Laws in its collection, use, processing, and transfer of personal information. Client is solely responsible for obtaining all required consents, providing privacy notices, and ensuring lawful basis for data processing under applicable Laws.

10.3 Security Incident Notification

Optimum shall notify Client without undue delay after Optimum confirms an unauthorized access to or acquisition of Client Data maintained by Optimum that results in a Security Incident. “Security Incident” means a confirmed breach of Optimum’s security leading to unauthorized acquisition of Client Data that, based on the information available to Optimum at the time, requires notice to Client under applicable Laws. Optimum’s obligation to notify is subject to law enforcement delays and Optimum’s need to investigate and remediate. Client acknowledges that Optimum may need time to determine scope, root cause, and affected data.

11. WARRANTIES AND DISCLAIMERS

11.1 Mutual Warranties

Each party represents and warrants that: (a) it has the legal power and authority to enter into these Terms; (b) these Terms constitute a legal, valid, and binding obligation enforceable against it; and (c) its performance will not violate any agreement with a third party or any applicable Laws.

11.2 Limited Platform Warranty

Optimum warrants that the Platform will perform materially in accordance with the Documentation under normal use. This warranty applies only if Client reports deficiencies to Optimum within fifteen (15) days of discovery. Optimum’s sole obligation for a breach of this warranty shall be to use commercially reasonable efforts to correct the deficiency, or, at Optimum’s election, terminate these Terms without further liability.

11.3 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 11.2, THE PLATFORM AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, OPTIMUM DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUALITY, ACCURACY, COMPLETENESS, AND QUIET ENJOYMENT. OPTIMUM DOES NOT WARRANT THAT: (A) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) DEFECTS WILL BE CORRECTED; (C) THE PLATFORM IS FREE OF VIRUSES OR HARMFUL CODE; (D) RESULTS OBTAINED FROM THE PLATFORM WILL BE ACCURATE OR RELIABLE; (E) THIRD-PARTY PLATFORMS WILL BE AVAILABLE OR PERFORM AS EXPECTED; OR (F) ANY DATA OR INFORMATION OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE.

11.4 No Guarantee of Campaign Results

OPTIMUM MAKES NO GUARANTEES, WARRANTIES, OR REPRESENTATIONS REGARDING: (A) CAMPAIGN PERFORMANCE, INCLUDING IMPRESSIONS, CLICKS, CONVERSIONS, OR RETURN ON ADVERTISING SPEND; (B) INVENTORY AVAILABILITY OR QUALITY; (C) AUDIENCE REACH OR TARGETING ACCURACY; (D) THIRD-PARTY PLATFORM PERFORMANCE; OR (E) MARKET CONDITIONS. CAMPAIGN RESULTS DEPEND ON NUMEROUS FACTORS BEYOND OPTIMUM'S CONTROL, INCLUDING CREATIVE QUALITY, MARKET DEMAND, COMPETITIVE DYNAMICS, SEASONALITY, AND THIRD-PARTY PLATFORM ALGORITHMS. CLIENT ASSUMES ALL RISK RELATED TO CAMPAIGN PERFORMANCE AND OUTCOMES.

11.5 Third-Party Services

THE PLATFORM INTEGRATES WITH THIRD-PARTY SERVICES BEYOND OPTIMUM'S CONTROL. OPTIMUM DISCLAIMS ALL LIABILITY FOR THIRD-PARTY SERVICE AVAILABILITY, PERFORMANCE, QUALITY, PRICING, COMPLIANCE, OR POLICY CHANGES/ENFORCEMENT. CLIENT'S USE OF THIRD-PARTY SERVICES IS GOVERNED BY THIRD-PARTY TERMS AND CONDITIONS.

11.6 Invalid Traffic; Fraud; Brand Safety

Client acknowledges that digital advertising may be subject to invalid traffic, bot activity, click fraud, domain spoofing, and other fraudulent or non-human activity, and that third-party inventory sources may contain such activity. Optimum does not guarantee that impressions, clicks, conversions, or other results will be free from invalid traffic or fraud. To the maximum extent permitted by applicable Laws, Optimum disclaims liability for invalid traffic or fraud not caused by Optimum’s gross negligence or willful misconduct. Client is responsible for configuring and monitoring brand safety and suitability controls made available in the Platform.

12. LIMITATION OF LIABILITY

12.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST SALES, LOST BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).

12.2 Cap on Direct Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, OPTIMUM'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO OPTIMUM IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY REGARDLESS OF THEORY OF LIABILITY AND EVEN IF ANY REMEDY FAILS OF ESSENTIAL PURPOSE. THIS LIMITATION APPLIES TO ALL CLAIMS IN THE AGGREGATE, INCLUDING CLAIMS FOR BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS.

12.3 Basis of the Bargain

Client acknowledges that the limitations of liability in this Section 12 are fundamental elements of the basis of the bargain between the parties and that Optimum would not provide the Platform or enter into these Terms without such limitations. These limitations shall apply notwithstanding the failure of essential purpose of any limited remedy.

13. INDEMNIFICATION

13.1 Client Indemnification

Client shall defend, indemnify, and hold harmless Optimum and its affiliates, subsidiaries, officers, directors, employees, agents, successors, and assigns (collectively, “Optimum Indemnitees”) from and against any third-party claims, demands, lawsuits, investigations, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and costs) (collectively, “Claims”) arising from or relating to: (a) Client Data or advertising campaigns; (b) Client's violation of applicable Laws; (c) Client's breach of these Terms; (d) Client's unauthorized use of the Platform; (e) Client’s advertisers, customers, agencies, or other third parties and Client’s representations to them; (f) claims by Authorized Users or other persons accessing the Platform through Client's account; or (g) Client's negligence or willful misconduct.

13.2 Optimum Indemnification

Optimum shall defend, indemnify, and hold harmless Client from Claims that the Platform, in unmodified form and used in accordance with these Terms and the Documentation, infringes any U.S. patent, copyright, or trademark. If the Platform becomes subject to an infringement claim, Optimum may, at its sole option and expense: (a) obtain the right for Client to continue using the Platform; (b) modify or replace the Platform to be non-infringing without materially reducing functionality; or (c) terminate these Terms and refund prepaid, unused fees on a pro-rata basis. This Section 13.2 states Optimum's sole and exclusive liability and Client's sole and exclusive remedy for intellectual property infringement claims. Optimum's maximum liability for any infringement claim under this Section 13.2 shall not exceed the remedies set forth in clauses (a), (b), and (c) above, and in no event shall Optimum have any monetary liability in connection with any infringement claim beyond a refund of prepaid, unused fees on a pro-rata basis. Optimum has no indemnification obligation for Claims arising from: (i) modification of the Platform not authorized by Optimum; (ii) combination of the Platform with non-Optimum products or services; (iii) use of the Platform in violation of these Terms; (iv) use of a superseded Platform version if infringement would have been avoided by using the current version; (v) Client Data; or (vi) third-party services/integrations. Client acknowledges that the remedies in this Section 13.2 are Client’s sole and exclusive remedies for any Claim covered by this Section 13.2. Accordingly, Client will not seek, and hereby waives, any injunctive or other equitable relief against Optimum based on any alleged infringement by the Platform, and Client’s exclusive remedies are limited to the rights expressly stated in clauses (a)–(c) above.

13.3 Indemnification Procedure

To receive indemnification, the indemnified party must: (a) promptly notify the indemnifying party in writing of the Claim (failure to provide prompt notice relieves the indemnifying party of obligations only to the extent prejudiced); (b) grant the indemnifying party sole control of the defense and settlement (the indemnified party may participate at its own expense); and (c) reasonably cooperate in the defense. The indemnifying party shall not settle any Claim that imposes obligations on the indemnified party or admits fault on behalf of the indemnified party without the indemnified party's prior written consent.

13.4 Exclusive Remedies

This Section 13 states each party's sole and exclusive liability and the other party's sole and exclusive remedy for third-party Claims covered by indemnification obligations.

14. TERM AND TERMINATION

14.1 Term

These Terms commence on the date Client first accesses or uses the Platform and continue until terminated as provided herein (the “Term”).

14.2 Termination by Client

Client may terminate these Terms for convenience upon ninety (90) days' prior written notice to Optimum. Termination does not relieve Client of payment obligations for: (a) services rendered or fees incurred prior to the effective termination date; (b) early termination fees under Section 7.6; or (c) any other amounts owed under these Terms or otherwise incurred due to auction dynamics/latency reported after termination effective date for campaigns run before termination.

14.3 Termination by Optimum

Optimum may terminate these Terms: (a) for convenience at any time upon thirty (30) days' prior written notice to Client; or (b) immediately upon written notice if: (i) Client breaches these Terms and fails to cure within ten (10) days of written notice (or immediately for breaches incapable of cure or breaches of Sections 5, 6, or 7); (ii) Client becomes insolvent, files for bankruptcy, or ceases operations; (iii) Client engages in fraudulent, illegal, or harmful conduct; or (iv) continued provision of the Platform poses legal, regulatory, security, or reputational risk to Optimum.

14.4 Suspension

Optimum may, in its sole discretion, immediately suspend Platform access without prior notice and without liability if: (a) Client breaches these Terms; (b) Client's account is delinquent; (c) Client's use poses security, legal, or regulatory risk; (d) suspension is required by applicable Laws or third-party platform providers; or (e) Optimum reasonably believes suspension is necessary to prevent harm. Suspension does not relieve Client of payment obligations or constitute a waiver of Optimum's rights. Optimum may charge reactivation fees. Optimum may also pause, remove, or disable individual campaigns or components (including creatives, targeting, or integrations) without suspending the entire account.

14.5 Effect of Termination

Upon termination: (a) Client's license to use the Platform immediately terminates; (b) Client shall immediately cease all use of the Platform and Documentation; (c) Client shall return or destroy all Optimum Confidential Information as directed; (d) all outstanding fees become immediately due and payable; (e) Optimum may delete Client Data in accordance with its data retention policies (subject to Optimum’s legal/regulatory retention needs and any surviving licenses under Section 8); and (f) each party shall return or destroy the other's Confidential Information as directed (or certify destruction in writing).

14.6 Survival

The following sections survive termination or expiration of these Terms: Sections 2 (Definitions), 7 (Fees and Payment), 8 (Intellectual Property and Data Rights), 9 (Confidentiality), 11.3-11.6 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 14.5-14.6 (Effect of Termination and Survival), 15 (Governing Law and Disputes), and 16 (General Provisions), together with any other provisions that by their nature should survive to give effect thereto.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Exclusive Jurisdiction and Venue

Each party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York for any disputes arising out of or relating to these Terms. Each party waives any objection to venue in such courts and any claim that such courts are an inconvenient forum.

15.3 Equitable Relief

Nothing in these Terms prevents either party from seeking equitable relief (including injunctive relief and specific performance) in any court of competent jurisdiction to protect intellectual property rights, Confidential Information, or prevent ongoing or threatened breach of these Terms.

15.4 Attorneys' Fees

In any legal proceeding arising from these Terms, the prevailing party shall be entitled to recover reasonable attorneys' fees, expert witness fees, and costs in addition to any other relief.

15.5 Waiver of Jury Trial

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM.

15.6 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, EACH PARTY AGREES THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM WILL BE BROUGHT ONLY IN THAT PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

16. GENERAL PROVISIONS

16.1 Entire Agreement

These Terms, together with the Documentation and the applicable Order Form, constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous agreements, communications, proposals, and understandings, whether written or oral. Any terms in purchase orders, procurement systems, or other Client documents are void and have no effect.

16.2 Amendments and Modifications

Optimum may update, modify, or amend these Terms at any time by: (a) posting revised Terms on the Platform or Optimum's website; (b) providing notice through the Platform interface; or (c) sending notice to Client's registered email address. Material changes will be effective thirty (30) days after notice. Non-material changes are effective immediately upon posting. Continued use of the Platform after the effective date constitutes acceptance of revised Terms. Client’s sole remedy if it does not agree is to terminate before effective date; otherwise acceptance is deemed. For purposes of this Section, “material changes” means changes that materially reduce Client’s rights expressly set forth in these Terms or materially increase Client’s obligations expressly set forth in these Terms. For clarity, changes to Platform features, third-party integrations, or operational practices (including security-related changes) do not constitute material changes and may be effective immediately upon notice or posting. Changes required to comply with applicable Laws may be effective immediately.

16.3 Waiver

No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that or any other right or remedy. No waiver shall be effective unless in writing and signed by the party granting the waiver. A waiver of any breach shall not constitute a waiver of any subsequent breach.

16.4 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent, or if such modification is not possible, the provision shall be severed.

16.5 Assignment

Client may not assign, transfer, delegate, or sublicense these Terms or any rights or obligations hereunder without Optimum's prior written consent, and any attempted assignment without consent is void. Optimum may freely assign these Terms in whole or in part in connection with a merger, acquisition, corporate reorganization, sale of substantially all assets, or to an affiliate. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

16.6 Force Majeure

Neither party shall be liable for any failure or delay in performance (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, civil unrest, labor disputes, strikes, governmental actions, internet service provider failures, power outages, cyberattacks, pandemics, or epidemics (each, a “Force Majeure Event”). The affected party shall: (a) promptly notify the other party; (b) use commercially reasonable efforts to resume performance; and (c) minimize the impact of the Force Majeure Event. If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate the affected portion of these Terms upon written notice.

16.7 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, employment, franchise, or fiduciary relationship. Neither party has authority to bind the other or incur obligations on its behalf without prior written consent.

16.8 Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and their permitted successors and assigns. No third party has any right to enforce any provision of these Terms except as expressly stated herein.

16.9 Notices

Except as expressly stated herein, all notices under these Terms must be in writing and delivered by: (a) email to the addresses specified in the Client’s account registration or applicable Order Form; (b) personal delivery; (c) certified or registered mail, return receipt requested; or (d) overnight courier. Copies of all notices to Optimum shall be sent to: legalnotice@optimum.com. Notices are effective upon (i) delivery confirmation for overnight courier, (ii) return receipt for certified mail, and (iii) for email, when the sender receives an affirmative acknowledgment from recipient. If the recipient does not provide email acknowledgment within two (2) business days after a notice is sent by email, the sender may deliver the notice by overnight courier or certified mail, and the notice will be effective upon the applicable delivery confirmation or return receipt.

16.10 Publicity and Trademarks

Neither party may use the other's name, trademarks, logos, or trade names in marketing materials, press releases, case studies, or customer lists without prior written consent. Notwithstanding the foregoing, Optimum may: (a) identify Client as a Platform customer in general customer lists; (b) use Client's name in investor presentations, sales presentations, and similar materials; and (c) create anonymized case studies that do not specifically identify Client, in each case provided that Optimum will not include Client-specific spend or performance metrics in external case studies without Client’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. Client waives any approval or objection rights with respect to the foregoing uses.

16.11 Interpretation

Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” “Or” is not exclusive. Words in the singular include the plural and vice versa. These Terms shall not be construed against the drafter. The parties have had equal opportunity to negotiate these Terms.

16.12 Counterparts and Electronic Signatures

These Terms may be executed in counterparts, each of which is deemed an original and all of which together constitute one agreement. Electronic signatures, including click-through acceptance, have the same legal effect as handwritten signatures.

Last Updated: August 12, 2026