These terms and conditions ("Terms and Conditions") are made as of the date the customer signs up for the Services ("Effective Date") between Sobo, Inc., a Delaware Corporation, with a principal place of business at 887 W Marietta ST NW, N-101, Atlanta, GA, 30318 ("Sobo") and the customer ("Customer"). These Terms and Conditions, and the services described herein, are governed by the Master Platform and Services Agreement, attached hereto as Exhibit A. These Terms and Conditions, together with all exhibits hereto, are referred to as the "Agreement". Capitalized terms not defined in these Terms and Conditions are defined in the Agreement.

These Terms and Conditions will commence on the Effective Date and will continue unless either party elects not to renew these Terms and Conditions. Notwithstanding the foregoing, all products and fees shall be subject to update by Sobo from time to time without prior notice to Customer.

Subscription Fees

Customer agrees to pay the initial and recurring subscription fee at the then-current subscription rate by purchasing a subscription, and accepts all responsibility for all recurring charges until the subscription is cancelled, terminated or expires.

A La Carte Fees

Customer agrees to pay all fees for a la carte services as further described at https://sobo.ai/pricing/. Customer acknowledges that these fees may change from time to time at Sobo's sole discretion.

Invoicing and Payment

By purchasing a subscription and/or a la carte services, Customer will pay Sobo the applicable fees at the then-current rate, and Customer accepts all responsibility for all recurring charges. Customer will provide Sobo with valid and updated credit card information. Customer authorizes Sobo to charge such credit card for all Services for the initial subscription term and any renewal subscription term(s), the applicable Statement of Work and/or for all a la carte services. Such charges shall be made in advance in accordance with the billing frequency, as applicable. Sobo may invoice Customer in advance or in accordance with the Statement of Work or based on the a la carte services if payment will be by a method other than a credit card. Customer shall pay all fees due upon receipt of the invoice. Customer is responsible for providing complete and accurate billing and contact information to Sobo and must notify Sobo of any changes to such information. Sobo may change the applicable fees from time to time. Amounts not paid when due will bear interest at the rate of 12% per annum until paid in full. In the event of a failed payment, Customer agrees to pay a fee per occurrence of $35, or such other amount as may be permitted by applicable law. Customer will reimburse Sobo for costs and expenses of collection including reasonable attorneys' fees if Sobo retains an attorney to collect amounts due.

Customized Services Fees

Customer may engage Sobo Experts to provide customized consulting services for additional fees, such as monthly fractional or project-based consulting services. The details of such engagements, applicable fees and payment terms shall be described in a separate Statement of Work, a form of which is attached hereto as Exhibit B.

Approval and Payment of Customized Services

Upon completion of each agreed-upon billing cadence (e.g., weekly, monthly) for Customized Services, and once a notice of completed work has been submitted through the Platform, Customer shall have twenty-four (24) hours to select one of the following options:

Accept the work and authorize pre-payment for the next billing period.
Accept the work and pause or terminate the engagement.
Dispute the work submitted.

If Customer does not respond within twenty-four (24) hours and the Consultant has commenced work for the subsequent billing period, the completed work will be deemed accepted by Customer. Payment to the Consultant for services performed in the prior billing period will be released, and Customer's payment method on file will automatically be charged for the next billing period. For month-to-month agreements, the next period will be charged at the preceding period's rate and service hours, unless otherwise agreed.

Customer acknowledges that it is responsible for all activities conducted under its Authorized User logins (including the acceptance of additional fees elected by the Authorized User), and actions taken by Sobo's Experts while performing Services in accordance with the instructions by Customer or its Authorized Users.

Changes to these Terms and Conditions may only be made in a written amendment signed by both parties.

EXHIBIT A

MASTER PLATFORM AND SERVICES AGREEMENT ("MSA")

1. DEFINITIONS

1.1 Affiliates means any corporation, partnership or other entity now existing or hereafter organized that directly or indirectly controls, is controlled by or under common control with a party.

1.2 Applicable Law means an applicable law, rule, regulation, declaration, decree, directive, statute, or other enactment, order, mandate or resolution issued or enacted by any government entity (including any domestic or foreign, supra-national, national, state, county, municipal, local, territorial or other government), or applicable guidelines or principles issued by any governmental entity.

1.3 Anonymous Data means data that has been copied, anonymized, aggregated, compiled, combined, or incorporated with or into other similar data and information made available, derived or obtained from customers or users of the Sobo Platform.

1.4 Authorized Users means an individual employee, agent, representative or contractor of Customer who has been authorized by Customer to use the Platform.

1.5 Content means text, images, documents, materials, photos, audio, video, tools, and all other forms of data or communication. Content includes advertising campaign data and other advertising materials.

1.6 Customer Content means all Content uploaded to the Platform by or on behalf of Customer or its Authorized Users.

1.7 Customized Services means customized consulting services (such as customized analytics and reporting) provided by Sobo's Experts, as described in a Statement of Work.

1.8 Documentation means the then-current user documentation, in any form, made available by Sobo relating to the Platform (e.g., on-line help files) generally made available by Sobo.

1.9 Objectionable Content means any viruses, malware or malicious code; hate speech; content that discriminates against, or promotes discrimination against, any individual or group; content that encourages conduct that violates any applicable law; content that infringes upon intellectual property rights, personal rights, or proprietary rights; content that is defamatory or libelous; content that contains nudity, depicts people in sexually explicit or suggestive positions, or contains content of an inherently sexual nature that is inappropriate for a general viewing audience; content that contains obscene language; content that promotes or displays excessive violence; content that contains, installs, links to or prompts the download of any malware; content that contains or provides access to any files that automatically download without intentional user interaction; content that automatically redirects to other sites or applications; content that interferes with a user's navigation or interferes with other ads; content that intends to or induces user action through misleading appearance or behavior such as creatives that mimic video players or functional buttons; and content that contains false, misleading, fraudulent, or deceptive offers, claims or statements; or content that does not comply with the Policies.

1.10 Pixel Data means the data Sobo collects through its pixels, tags, cookies, beacons, SDKs and similar technologies. Pixel Data may include, without limitation, cookie IDs of the browsers accessing any website or application, device IDs, as well as the IP address.

1.11 Platform means Sobo's proprietary, fully integrated management platform.

1.12 Platform Usage Data means the data collected by or for Sobo about Customer's access and use of the Platform.

1.13 Policies means policies and requirements for use of the Platform, as made available in the Platform user interface or as otherwise made available to Customer that are incorporated by reference or link.

1.14 Sobo means Sobo, Inc.

1.15 Sobo Data means all data (e.g., audience segments, targeting profiles, graphs and algorithms) underlying the Platform that enables or supports the Platform features and functionalities, excluding Customer Content and data from third party services.

1.16 Sobo Materials means, collectively Sobo Data, Sobo Platform, Documentation and Content, in each case, provided by Sobo, Sobo Expert or any Sobo Affiliate.

1.17 Sobo Privacy Policy means the privacy policy or disclosures available at https://sobo.ai/, as may be updated by Sobo from time to time.

1.18 Self-Regulatory Guidelines means applicable advertising industry self-regulatory principles that address the collection, use, and sharing of online data for advertising purposes.

1.19 Sobo Expert or Sobo's Expert or Expert means an independent third-party consultant or subcontractor vetted by Sobo and made available to Customers through the Platform to perform services pursuant to a Statement of Work. Sobo Experts are not employees, agents, partners, or representatives of Sobo, and Sobo does not control the manner or means by which a Sobo Expert performs services.

1.20 Services means services accessible through the Platform (including third party services) and Customized Services.

1.21 Statement of Work means a document agreed in writing between Sobo and Customer, setting forth the services to be provided by Sobo and the related deliverables.

1.22 Third Party means any entity that is not Customer, Sobo, Sobo Expert or a Sobo Affiliate.

2. PLATFORM AND SERVICES

2.1 Platform Access; Self-Serve Usage

Subject to this Agreement, Sobo grants Customer and its Authorized Users a non-exclusive, non-transferable right and license to access and use the Platform as provided by Sobo, on a self-serve basis. Customer will ensure that Customer and its Authorized Users comply with the terms and conditions of the Agreement, all Applicable Laws, the Policies, and applicable terms and conditions for any third party services.

2.2 Customized Services

Customer may engage Sobo's Experts to provide specialized, custom services and reporting, subject to additional fees. All such services will be provided pursuant to a Statement of Work signed by all parties. Unless a Statement of Work expressly states to the contrary, each Statement of Work will be subject to the terms of this MSA.

2.3 Conversion Tracking and Analytics

During the term of this Agreement, Customer may send Sobo information using Sobo's pixels, tags, cookies or SDKs on websites, mobile applications, OTT applications, and other digital properties they own; provided that, Customer represents and warrants that (a) consumers have been given clear notice that third parties like Sobo may collect information from the websites, mobile applications and other digital properties using pixels, tags, cookies, or SDKs and use such information to perform the Services and for purposes set forth in Sobo's Privacy Policy on its website ("Sobo Privacy Policy"); (b) where legally required, such consumers have consented to such collection and use, (c) where legally required, such consumers have received information about how they can opt out of the sale of the information to the third party; (d) such consumers have received information about how they can opt-out of the third party's collection, use and disclosure of the information, including for ad targeting, in compliance with Applicable Law or applicable Self-Regulatory Guidelines; and (e) Customer will pass the consumer's opt-out preferences to Sobo. The parties agree that Sobo may only process Pixel Data in accordance with the Sobo Privacy Policy, including using Pixel Data in connection with its performance of the Services, to create targetable audiences, track engagement and conversion, for internal purposes such as forecasting and analytics, improve campaign performance, and to build correlations in the Platform in order to provide Sobo's products and services to Sobo's customers; provided, however, that in all cases Sobo shall not disclose such Pixel Data other than in an anonymous, aggregated form and shall not disclose any personally identifiable information to any Third Party without Customer's consent or instruction to do so, other than to service providers or partners who Sobo utilizes to provide the Platform and Services.

2.4 Restrictions

Customer is responsible for all activities conducted under its Authorized User(s) logins and for its Authorized Users' compliance with the Agreement. Except with Sobo's prior written consent, Customer will not share its logins for, or provide access to, the Platform with anyone other than Authorized Users. Customer shall not (and shall not allow any third party to): (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the Platform, and any pixels, tags or SDK provided by Sobo; (b) copy, license, sell, transfer, lease, time-share, distribute, or make available to any third party the Platform, Sobo Data or Log File Data; (c) publicly disseminate performance information or analysis (including, without limitation, benchmarks) relating to the Platform; (d) circumvent any security measure; (e) use or authorize the use of the Platform for any purpose not permitted under this Agreement; (f) attempt to reproduce or extract from the Platform, any Log File Data, or data underlying the Platform (including Sobo Data); (g) introduce into the Platform any viruses, Trojan horses or other malware; and (h) use the Platform for timesharing or service bureau purposes (collectively, the "Restrictions").

2.5 Beta Features

From time to time, Sobo may offer certain experimental features on a trial basis ("Beta Features"). All Beta Features are provided "AS IS", without any representations, warranties or covenants of any kind. All uses of Beta Features are solely at Customer's own risk. Sobo may, in its sole discretion, modify or remove any Beta Features at any time.

3. FEES; PAYMENT TERMS

3.1 Fees and Invoicing

By purchasing a subscription, Customer will pay Sobo the initial fees, the recurring subscription fees at the then-current subscription rate, and accepts all responsibility for all recurring charges until the subscription is cancelled, terminated or expires. Customer will provide Sobo with valid and updated credit card Information. If Customer provides credit card information to Sobo, Customer authorizes Sobo to charge such credit card for all Services and any renewal subscription term(s). Such charges shall be made in advance in accordance with any different billing frequency. Sobo may invoice Customer in advance or in accordance with the Statement of Work or based on the a la carte services if payment will be by a method other than a credit card. Customer shall pay all fees due upon receipt of the invoice. Customer is responsible for providing complete and accurate billing and contact information to Sobo and must notify Sobo of any changes to such Information. Sobo may change the applicable fees from time to time. Amounts not paid when due will bear interest at the rate of 12% per annum until paid in full. In the event of a failed payment, Customer agrees to pay a fee per occurrence of $35, or such other amount as may be permitted by applicable law. Customer will reimburse Sobo for its costs and expenses of collection including reasonable attorneys' fees if Sobo retains an attorney to collect amounts due.

3.2 Taxes

Customer shall be solely and exclusively responsible for the payment of any sales, use, consumption, value-added ("Indirect Taxes") and other taxes including excise, digital or similar taxes or surcharges ("Transaction Taxes") imposed by a governmental authority arising from or related to the Services rendered hereunder or from or to any amount payable under this Agreement other than taxes on Sobo's net income and any taxes imposed upon Sobo under US federal, state and local wage laws. In the event any taxes for which Customer is responsible pursuant to the preceding sentence are paid by Sobo or are legally required to be withheld by Customer, Customer shall gross up any amounts due hereunder so that, after payment or the withholding of all such taxes, Sobo receives a net amount equal to the amount that would have been due to Sobo under this Agreement had no such taxes been imposed. The Customer shall be billed the Transaction Taxes (if any) and shall timely remit to Sobo the full amount billed for such Transaction Taxes. If Customer provides Sobo with a properly completed and executed exemption certification, Sobo shall neither bill nor collect the Indirect Taxes as may be covered by the certificate. Customer shall defend, indemnify and hold Sobo harmless from any liability, penalties, fines or other costs as a result of Customer's failure to remit any such taxes.

4. CONFIDENTIALITY; RESTRICTIVE COVENANTS

4.1 Confidential Information

During the term of this Agreement, each party will regard any information provided to it by the other party and designated in writing or identified orally as confidential to be confidential ("Confidential Information"). Confidential Information shall also include information that, under the circumstances surrounding the disclosure, would reasonably be understood to be confidential. The receiving party shall hold in confidence and shall not disclose (or permit its personnel to disclose) any Confidential Information to any person or entity, except to a director, officer, employee, outside consultant, or advisor of the receiving party (collectively "Representatives") who have a need to know such Confidential Information in order to perform their duties for the receiving party and who are bound by a duty of confidentiality no less protective of the disclosing party's Confidential Information than this Agreement. The receiving party and its Representatives shall use such Confidential Information only for the purpose for which it was disclosed and shall not use or exploit such Confidential Information for its own benefit or the benefit of another without the prior written consent of the disclosing party. Each party accepts responsibility for the actions of its Representatives and shall protect the other party's Confidential Information in the same manner as it protects its own valuable confidential information, but in no event shall less than reasonable care be used. The parties expressly agree that the terms of this Agreement, Sobo's pricing and Sobo Data are Sobo's Confidential Information. A receiving party shall promptly notify the disclosing party upon becoming aware of a breach or threatened breach hereunder, and it shall cooperate with any reasonable request of the disclosing party in enforcing its rights. For clarity, Customer may not (a) extract Sobo Data or data from third party services; (b) disclose, display, copy, transmit, reproduce, or duplicate the Sobo Data or data from third party services for any purposes; (c) make any use whatsoever, whether internally or externally and whether for commercial purposes or otherwise, of any Sobo Data or data from third party services or information derived therefrom except through the Platform as permitted in this Section 4.1; and (d) rent, sell, sublicense, transfer, grant any rights in, modify, reverse engineer or create derivative works of (including analytics based on, except as described in this Section) the Sobo Data or data from third party services.

4.2 Exclusions

Information will not be deemed Confidential Information hereunder if such information: (a) is known prior to receipt from the disclosing party, without any obligation of confidentiality; (b) becomes known to the receiving party without any obligation of confidentiality directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (c) becomes publicly known or otherwise publicly available, except through a breach of this Agreement; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The receiving party may disclose Confidential Information pursuant to the requirements of applicable law, legal process or government regulation; provided that it gives the disclosing party reasonable prior written notice to permit the disclosing party to contest such disclosure, and such disclosure is otherwise limited to the required disclosure.

4.3 Injunctive Relief

Notwithstanding any other provision of this Agreement, both parties acknowledge that any use of the disclosing party's Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the disclosing party irreparable and immediate damage for which remedies other than injunctive relief may be inadequate. Therefore, both parties agree that, in addition to any other remedy to which the disclosing party may be entitled hereunder, at law or equity, the disclosing party shall be entitled to seek an injunction or injunctions (without the posting of any bond and without proof of actual damages) to restrain such use in addition to other appropriate remedies available under applicable law.

4.4 Non-Solicitation

Customer agrees that, during the term of this Agreement and for a period of one (1) year following the expiration and/or termination of this Agreement (or, with respect to Sobo Experts under any Statement of Work extending past termination of the Agreement, one (1) year from termination of such Service), without the prior written consent of Sobo, it shall not, directly or indirectly, on the behalf of any other person, firm, corporation or other entity (including any other supplemental staffing firm), solicit, or participate in or promote the solicitation of, any Sobo Expert or any other employee of Sobo to leave the employ or engagement of Sobo. If Customer violates this provision, Customer will pay Sobo for each such Sobo Expert or other Sobo employee, as liquidated damages, and not as a penalty, an amount equal to 30% of the greater of (i) the annualized fees payable by Sobo to the Expert or employee, or (ii) the first year's annual fees payable by the solicited Sobo Expert or Sobo employee by his or her new employer. Customer acknowledges that Sobo incurs significant and ongoing expenses in attracting, recruiting, and retaining qualified Sobo Experts and Sobo employees for assignment and that, if Customer were to violate this Section 4.4, Sobo's damages would be difficult to calculate. Therefore, the parties agree that the liquidated damages amount described above is a reasonable estimate of Sobo's damages and is consistent with industry standards.

5. WARRANTY DISCLAIMER

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PLATFORM, SERVICES, AND SOBO MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. SOBO EXPRESSLY DISCLAIMS, ON ITS BEHALF AND ON ITS PARTNERS' BEHALF, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SOBO DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, SERVICES AND SOBO MATERIALS WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET CUSTOMER'S REQUIREMENTS, OR THAT CUSTOMER SHALL ACHIEVE ANY PARTICULAR RESULTS THROUGH USE OF THE PLATFORM, SERVICES AND SOBO MATERIALS. CUSTOMER DOES NOT HAVE THE RIGHT TO MAKE OR PASS TO ANY THIRD PARTY ANY REPRESENTATION OR WARRANTY ON BEHALF OF SOBO, ITS AFFILIATES, OR ITS PARTNERS.

6. LIMITATION OF LIABILITY

6.1 Consequential Damage Waiver

Neither party will be liable to the other or any third party for loss of profits, or any special, indirect, incidental, consequential or exemplary damages, including lost profits and costs, in connection with the use of the Platform or the performance of Services, or the performance of any other obligations under this Agreement, even if it is aware of the possibility of the occurrence of such damages.

6.2 Sobo Limitation of Liability

To the extent permitted by Applicable Law, the total cumulative liability of Sobo to Customer for any and all claims and damages under this Agreement, whether arising by statute, contract, tort or otherwise, will not exceed the Services fees (including any cost of media from Third Parties or Third Party fees) paid by Customer to Sobo for the Services which form the subject of the claim during the twelve (12) month period immediately preceding the event giving rise to the claim. The provisions of this Agreement allocate risks between the parties, and the pricing reflects this allocation of risk and the limitation of liability specified herein.

7. TERM AND TERMINATION

7.1 Term

This Agreement will commence on the Effective Date, incorporating this MSA and will continue in effect until otherwise terminated in accordance with Section 7.2 below. Sobo reserves the right to change the rates, applicable charges and policies and to introduce new charges upon providing Customer written notice thereof (which notice may be provided by e-mail) at least thirty (30) days prior to the then current renewal date.

7.2 Termination

Either party may terminate this Agreement, or any of the Services (a) immediately in the event of a material breach by the other party that is not cured within thirty (30) days of written notice thereof from the non-breaching party, or (b) immediately if the other party ceases doing business or is the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding, that is not dismissed within sixty (60) days of filing. Sobo reserves the right to immediately suspend access to the Platform and Services, or terminate this Agreement or any Statement of Work, in the event that Customer violates Applicable Law or Self-Regulatory Guidelines, or exposes Sobo to liability in connection with its use of the Platform or Services or otherwise uses or transmits any Objectionable Content in violation of this Agreement. Termination of an individual Statement of Work shall not be deemed a termination of this Agreement. Termination of this Agreement shall, however, terminate all outstanding Statements of Work. Customer may also terminate this Agreement upon no less than thirty (30) days' prior written notice to Sobo for any reason, if at the time of the notice, no outstanding Statements of Work are in effect. In addition, Sobo may, unless expressly stated otherwise in a Statement of Work, terminate this Agreement or Statement of Work at any time for any reason upon no less than thirty (30) days' prior written notice to Customer. All rights and obligations of the parties which by their nature are reasonably intended to survive such termination or expiration, including, without limitation, Sections 1, 2.2, 2.3, 2.4, 2.6, 2.7, 3, 4, 5.1(b), 5.1(d), 5.1(e), 5.2, 6, 7.2, 7.4, 8, 9 and 10 will survive termination or expiration of this Agreement or any Statement of Work.

7.3 Suspension

Sobo reserves the right to suspend access to the Platform and Services to correct a material deficiency, if such Service may expose Sobo or any of its Affiliates to liability or for non-compliance with this Agreement, Sobo's terms and conditions, or any failure by Customer to make payments in a timely fashion in accordance with Section 3.1. If any Service is suspended, Sobo will promptly notify the Customer and will use commercially reasonable efforts to recommence the performance as soon as the reason for suspension has been rectified.

7.4 Effect of Termination

Upon any termination or expiration of this Agreement or any applicable Statement of Work, all access to the Platform and Services by Customer and its Authorized Users shall immediately cease. Customer shall pay Sobo for all fees and expenses that had accrued prior to such termination or expiration. Except as expressly provided herein, termination of this Agreement by a party will be a nonexclusive remedy for breach and will be without prejudice to any other right or remedy of such party. Except as may be expressly provided for herein, upon termination and expiration of this Agreement, each party shall promptly destroy all Confidential Information of the other party in its possession. Customer shall immediately destroy all Log File Data in its possession and require all Authorized Users to do the same.

8. OWNERSHIP; COVENANTS, REPRESENTATIONS AND WARRANTIES

8.1 Customer Content

As between Customer and Sobo, Customer retains ownership of all right, title and interest in and to all Customer Content as submitted. Customer has obtained all Customer Content in accordance with all Applicable Laws and applicable self-regulatory guidelines and has the right to use such Customer Content. During the term of this Agreement, Customer hereby grants to Sobo and its Affiliates a limited, worldwide, non-exclusive, non-transferable, royalty-free right to use, display, transmit, reformat, create derivative works of, and distribute the Customer Content as necessary to provide the Services to Customer. Sobo may copy, use, maintain and disclose Customer Content in connection with its performance of the Services, to create targetable audiences, for internal purposes such as forecasting and analytics, and to build correlations in the Platform in order to provide Sobo's products and services to Sobo's customers. Sobo may create Anonymous Data from Customer Content and disclose such Anonymous Data to Third Parties (including service providers and partners utilized by Sobo to provide the Platform and Services) for the Third Party's internal business use; provided, however, that in all cases Sobo shall not disclose any personally identifiable information to any Third Parties without Customer's consent or instruction to do so.

8.2 Customer Obligations, Covenants, Representations and Warranties

Customer is solely responsible for all Customer Content and the results of using such Customer Content. Customer and their Authorized Users shall not use the Platform to send, upload, or otherwise transmit any Objectionable Content. Customer covenants, represents and warrants that it (and its Authorized Users):

shall comply with all Applicable Laws, applicable self-regulatory guidelines, applicable terms and conditions for third party services and the Restrictions set forth in Section 2.4 above, and shall not use in connection with the Platform any (i) Personal Information (as defined in the Children's Online Privacy Protection Act) of children under 13 or (ii) Sensitive data or health and financial data as such is defined under the applicable self-regulatory guidelines;
shall maintain a privacy policy that complies with all Applicable Laws (including as applicable, the California Consumer Privacy Act ("CCPA")), applicable self-regulatory guidelines and best industry standards, and which discloses its data use, collection, control, and retention practices (including where applicable, the use of non-cookie technology) and provides all users with the ability to opt-out of targeted advertising via the Platform;
it has the full right, power, and authority to enter into this Agreement, to discharge its obligations hereunder, and to grant the licenses granted hereunder;
Customer is authorized to execute Statements of Work; and
Customer shall be liable for all transactions pursuant to the Services.

8.3 Sobo Obligations, Covenants, Representations and Warranties

(a) General. Subject to Customer's compliance with the terms of this Agreement, Sobo will, during the term of this Agreement:

provide Customer and its Authorized Users with access to the Platform;
allow Customer and Authorized Users access to purchase Services and upload Customer Content through the Platform;
provide technical support for the Platform during Sobo's regular business hours.

Sobo covenants, represents and warrants that (a) it will comply with Applicable Laws, applicable self-regulatory guidelines and the Sobo Privacy Policy, and (b) the Services provided by Sobo's Experts hereunder will be provided in a professional and workmanlike manner.

(b) Account Manager. Sobo will provide an account manager to help Customer with the Platform, technical support, and to liaise with Sobo's Experts.

(c) Verifications. Sobo will make good faith efforts to run thorough diligence background and credential verifications on the Sobo Expert to ensure that the Expert has the experience, capability, and capacity to provide the Services sought by Customer.

(d) Replacement Guaranty. If an Expert match with Customer resigns (without reason) from ongoing Services to Customer, or is terminated by Customer for any reason or for no reason within fifteen (15) days of the Expert's first date of performance of the Services with Customer, then Sobo will use commercially reasonable efforts to find a qualified replacement to fill the position within fifteen (15) days of receiving written notice from the Customer regarding such resignation or termination.

(e) Conversion Fee. If Customer is not in default under this Agreement, then, at any time during the 365 days beginning on the first date of service of an Expert (the "Convertible Individual"), the Customer may directly hire such Convertible Individual by paying Sobo a conversion fee (the "Conversion Fee"). The Conversion Fee shall equal 20% of the first year's base salary offered to the Convertible Individual by Customer. The Conversion Fee shall be fully earned on the Convertible Individual's first day of employment or other engagement by Customer and paid to Sobo upon receipt of an invoice from Sobo of the Conversion Fee. Customer's payment of the Conversion Fee shall effect a waiver of the Customer's non-solicitation obligations as to such Expert.

8.4 Sobo Content and the Platform

Customer acknowledges and agrees that, as between Sobo and Customer, all right, title and interest in and to the Platform, the Services, Sobo Data, any Content supplied by Sobo and all derivatives thereof (including any and all patents, copyrights, trade secret rights, trademarks, trade names and other proprietary rights embodied therein or associated therewith) are and shall remain the sole property of Sobo and its Affiliates, and Sobo in no way conveys any right or interest in the Platform, Sobo Data, or Sobo-supplied Content to Customer other than the rights granted under Section 2.1 above. Sobo and its Affiliates may use Platform Usage Data, Pixel Data and Log File Data in accordance with the Sobo Privacy Policy including without limitation for their legitimate business purposes (e.g. to provide the Services, to contact a Customer, for internal purposes e.g., internal forecasting, troubleshooting, and analytics, and to build correlations in the Platform in order to provide Sobo's products and services to Sobo's customers); provided, however that in all cases Sobo shall not disclose such Platform Usage Data, Pixel Data and Log File Data other than in an anonymous, aggregated form and shall not disclose any personally identifiable information to any Third Parties without Customer's consent or instruction to do so, other than to service providers and partners Sobo utilizes to provide the Platform and Services. The Sobo name, the Sobo logo, and the name and logo used to promote the Platform are trademarks of Sobo, and no right or license is granted to Customer.

8.5 Feedback

All Customer suggestions, comments, improvements, ideas, enhancement requests or feedback relating to the Platform, the Services or any other products of Sobo (collectively, "Feedback"), may be voluntarily provided and Customer agrees that each may be used by Sobo and its Affiliates without compensation, accounting or attribution to Customer, and Customer grants to Sobo a perpetual, irrevocable, fully paid up right and license to any of the foregoing.

8.6 Customer Logo

Customer hereby grants Sobo a non-exclusive license, during the term of this Agreement, to list Customer's name and display Customer's logo on Sobo's website and in its marketing materials.

9. INDEMNIFICATION

9.1 Sobo Indemnification

Subject to Section 6.2 above and Section 9.4 below, Sobo will indemnify, defend and hold Customer and its Affiliates harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys' fees) (collectively, "Losses") arising from any claims, suits, actions, or proceedings brought by any third party against Customer or any of its Affiliates to the extent alleging (a) that the use of the Platform as permitted hereunder infringes any United States patent, copyright or trademark, or constitutes a misappropriation of a trade secret of a third party, or (b) that any breach of Section 4 above is attributable to Sobo. Excluded from the above indemnification obligations are claims to the extent arising from (i) use of the Services by Customer in violation of Applicable Law, applicable self-regulatory guidelines, terms and conditions of third party services, Sobo's ad guidelines or this Agreement, (ii) use of the Services after Sobo has notified Customer to discontinue use because of an infringement claim, (iii) any claim relating to any third party products or services or Customer Content, (iv) modifications to the Services made other than by Sobo (where the claim would not have arisen but for such modification), (v) the combination, operation, or use of the Services and Platform with software or equipment which was not provided by Sobo, to the extent that Customer's liability for such claim would have been avoided in the absence of such combination, operation, or use; or (vi) compliance by Sobo with Customer's custom requirements or specifications if and to the extent such compliance with Customer's custom requirements or specifications resulted in the infringement.

9.2 Exclusive Remedies

If the Platform is held to infringe any United States patent, copyright or trademark, Sobo will, at its own expense, in its sole discretion use commercially reasonable efforts to (a) procure a license that will protect Customer against such claim without cost to Customer; or (b) if Sobo determines that a license is not commercially feasible, terminate the Agreement or the applicable Statement of Work and refund to the Customer any prepaid unused fees paid to Sobo for the applicable portion of infringing the Platform. The rights and remedies granted Customer under this Section 9.2 state Sobo's and its Affiliates' entire liability, and Customer's exclusive remedy, with respect to any claim of infringement of the intellectual property rights of a third party, whether arising under statutory or common law or otherwise.

9.3 Customer Indemnification

Subject to Section 9.4 below, Customer shall indemnify, defend, and hold Sobo and its Affiliates harmless from and against any and all Losses, arising from any claims, suits, actions, or proceedings brought by any third party against Sobo or any of its Affiliates (a) regarding the Customer Content or any other materials provided by Customer hereunder, including that they infringe the intellectual property rights or proprietary rights of others (b) arising out of or attributable to Customer's breach of any of its representations, warranties or covenants made in this Agreement; or (c) that is attributable to or otherwise alleges any violation of Sections 2.4, or 8.2.

9.4 Indemnification Procedure

The indemnified party shall (a) promptly notify the indemnifying party in writing of any claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not remove the indemnifying party's obligation except to the extent it is prejudiced thereby, and (b) allow the indemnifying party to solely control the defense of any claim, suit or proceeding and all negotiations for settlement; provided that the indemnifying party shall not settle any claim without the indemnified party's prior written consent (such consent not to be unreasonably withheld or delayed). The indemnified party shall also provide the indemnifying party with reasonable cooperation and assistance in defending such claim (at the indemnifying party's cost).

10. GENERAL PROVISIONS

This MSA, and all Exhibits and Statements of Work hereto, constitute the complete agreement between the parties, and supersede all previous and contemporaneous agreements or representations, written or oral, as to the subject matter hereof. No waiver or modification to this Agreement is effective unless it is in writing signed by authorized representatives of both parties. Neither party may assign this Agreement without the other party's prior written consent, and any assignment in violation of the foregoing will be null and void; provided that, either party may, upon written notice to the other party, assign this Agreement to its Affiliate as part of a corporate reorganization, or to an acquiror of all or substantially all of assigning party's assets, stock or business to which this Agreement relates.

Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of Sobo, Customer and their permitted successors and assigns. This Agreement and all matters arising under it shall be governed by the laws of the State of Georgia, without regard to its conflicts of law principles. Any legal action relating to this Agreement shall be instituted in a state or federal court in Fulton County, Georgia, and the parties agree to submit to the personal jurisdiction of these courts. Sobo and Customer are independent contractors, and nothing herein shall create an employment, joint venture or partnership.

Except for payment obligations, neither party is liable to the other for any delay or failure to perform under this Agreement caused by or resulting from strike, fire, flood, epidemic or pandemic, labor and supply shortages, governmental acts or orders, failure of suppliers, common carriers or public utilities, or other circumstances beyond the reasonable control of the non-performing party (each a "Force Majeure Event"). In the event a Force Majeure Event continues for thirty (30) days or more, Sobo may terminate this Agreement without liability.

All notices required to be sent hereunder shall be in writing, and shall be deemed to have been given: (a) on the delivery date if delivered personally to the receiving party; (b) one (1) business day after deposit with a nationally recognized overnight carrier, with written verification of receipt; (c) five (5) business days after the mailing date if sent by U.S. certified mail, return receipt requested, postage and charges pre-paid or any other means of rapid mail delivery for which a receipt is available, to the address of the party as provided by the Customer; or (d) upon receipt by email; provided that (i) at such time as the party that sent the notice receives confirmation of receipt by the applicable method of transmittal, and (ii) such notice was also sent in one of the methods of (a)-(c) for notices of breach of this Agreement, termination, assignment, indemnification, disclosure of Confidential Information, or any other legal process.

Nothing in this Agreement shall create any third-party beneficiary. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be limited to the minimum extent necessary, and the remaining provisions of this Agreement shall remain in full force and effect. Waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Any conflict between the terms in this MSA, and any Statement of Work shall be resolved in favor of this MSA, unless such Statement of Work expressly references the conflicting provision in this Agreement that it is intended to control and states that it is to control.

EXHIBIT B

FORM OF STATEMENT OF WORK

This Statement of Work ("SOW"), adopts and incorporates by reference the terms and conditions of the Master Platform and Services Agreement ("Master Services Agreement"), which was entered into on the Effective Date, between Sobo, Inc., a Delaware Corporation ("Sobo") and Customer (together with Sobo, the "Parties," and each, a "Party"), as it may be amended from time to time. This SOW is effective beginning on the Effective Date and will remain in effect until terminated in accordance with the Master Services Agreement. Transactions performed under this SOW will be conducted in accordance with and be subject to the terms and conditions of this SOW, the Master Services Agreement, and any applicable order. Capitalized terms used but not defined in this SOW shall have the meanings set out in the Master Services Agreement. The Sobo Expert will execute this Statement of Work and the terms of the Professional Services Agreement between Sobo and the Expert are incorporated herein.

1. Defined Terms

For purposes of this SOW, the following terms shall have the following meanings as defined in the specific engagement.

2. Scope of Work

The scope of work will be defined in the specific engagement and agreed upon by both parties.

3. Permitted Subcontractors/Delegates

Any permitted subcontractors or delegates will be specified in the specific engagement.

4. Work Schedule and Deliverables

The relevant milestones, completion dates, and terms associated with this SOW will be defined in the specific engagement.

5. Pricing

All costs will be based on the scope and assumptions included in the specific engagement.

6. Other SOW-Specific Terms and Conditions

Any additional terms and conditions specific to the engagement will be defined in the specific Statement of Work.