body { font-family: Arial, sans-serif; line-height: 1.6; padding: 2rem; background-color: #f4f7fa; color: #222; } h1 { color: #1e56a0; } h2 { color: #1e56a0; margin-top: 2rem; } strong { color: #000; } .box { background-color: #eaf0f6; border-left: 5px solid #1e56a0; padding: 1rem; margin: 1rem 0; font-weight: bold; }

GENERAL TERMS AND CONDITIONS OF CONTRACT (General T&C’s)

This Agreement was last updated on October 25, 2022 This General Terms and Conditions of Contract (“General T&C’s”) is made between the applicable entity of Ion Interactive (“Ion Interactive”), described in Section 8 (i) below, and the entity executing the Order Form (“Client”) and will govern the purchase and use of the contracted Services. “Ion Interactive” means the Ion Interactive’s entity, or its Affiliates, pursuant to Section 8 (i) of this General T&C’s.

“Client” means any natural or legal person, and/or its Affiliates, who contract Ion Interactive’s Platforms and Services via the Order Form.

“Party/Parties” consists of the nomenclature for the Client and Ion Interactive, being “Party” when treated individually and “Parties” when treated together.

“Affiliates”: mean legal entities directly or indirectly controlling, controlled by or under common control with a Party. “Control” shall mean the right to exercise or cause the exercise of at least fifty percent (50%) or more of the voting rights in such entity.

“Order Form” means an order form or a similar document describing the scope of the contracted Services and referencing the Agreement.

“Applicable Laws” means all applicable federal, state, and local statutes, laws, ordinances, regulations, rules, codes, governmental orders, requirements or rules of common law.

“Intellectual Property Rights” or “IP” means current and future worldwide rights under patent, copyright, design rights, trade secret, trademark, moral rights, and other similar rights, whether registered or unregistered.

“Background IP” consists of all Intellectual Property created by a Party prior to the execution of the Order Form or outside the scope of the Order Form.

“Client Data” means all data (including Personal Data and End User data) that is provided to Ion Interactive or any of its Affiliates by, or on behalf of, Client through Client’s use of Ion Interactive’s Platforms and services.

“Personal Data” means information relating to a living individual who is, or can be, reasonably identified. Includes but is not limited to: email, phone number, company size, title, and similar information.

“End User” means the Client’s clients who are using, accessing, viewing, or interacting with the Deliverables in the Client’s website hosted on Ion Interactive’s Platform.

“Platform”: means the softwares licensed by Ion Interactive to Ion Interactive Clients.

“Services” means the services ordered by Client on an Order Form, including but not limited to those listed in Section 2.1 below and the Specific Terms of Platform and Service. 2.1 Types of services 1.Platform subscriptions provide annual access to Ion Interactive’s Platforms. Client may have access and use them in accordance with documentation provided by Ion Interactive.

2.Project services consist of implementation, consulting or other project-based services. Ends upon date defined in Order Form. Ion Interactive will follow the Order Form specifications and deliverables.

3.Deliverables are any service, document, or product created for the Client by Ion Interactive as part of Project services.

2.2 Provision and use of services

1. Ion Interactive continually changes and improves its services, and may add, alter or remove functionality at any time without prior notice, unless the change results in a significant decrease in the core functionality of the service. Ion Interactive may limit or suspend the services, at its reasonable discretion, to perform scheduled maintenance, certain that it will notify the Client, informing of any limitation or suspension, except in situations in which it will not be possible for Ion Interactive to notify the Client in advance, such as, for example, security emergencies.

2. Client declares to be aware that the provision of services depends on factors external to Ion Interactive’s performance, which may influence the final result, such as search engine algorithms, social media rules, Client engagement, and others.

3. Client may integrate the services with non-Ion Interactive provided third party service, such as a third party’s service that uses an application programming interface (“API”). If Client uses a third party’s service, the Client will be entirely and exclusively responsible for the use of such services, the services’ access to Client Data and any data loss or other losses it may suffer as a result of using any such services.

4. Subcontracting: Ion Interactive may subcontract obligations under this Agreement but will remain liable to Client for any subcontracted obligations. 1. When Ion Interactive is processing Client Data, for the purpose of providing the services to Client, Ion Interactive will act as data processor, following the Client’s instructions, and Client will act as data controller.

2. Ion Interactive and Client will comply with the provisions of Ion Interactive’s Security Policy, currently available at https://ioninteractive.com/security/ (“Security Policy”), and the provisions of Privacy Policy, available at https://ioninteractive.com/legal/privacy-policy/ (“Privacy Policy”), collectively the Policies (“Policies”). When Ion Interactive makes a change to these Policies that, in Ion Interactive’s sole discretion, is material, Ion Interactive will notify the Client. By continuing to access or use the services after those changes become effective, Client agrees to be bound by the revised Policy. If Ion Interactive becomes aware of any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of, Personal Data (“Security Incident”), Ion Interactive will notify Client without undue delay, but in any event within 48 hours of becoming aware of the Security Incident. To report an issue or request, the Client may notify Ion Interactive through help@ioninteractive.com, according to the Privacy Policy.

3.Client provides a general authorization to Ion Interactive to engage onward sub-processors, and Ion Interactive will provide Client with written notice of the addition of any new sub-processor or replacement of an existing sub-processor at any time during the term of the Agreement. If Client has a reasonable basis to object to Ion Interactive’s use of a new or replacement sub-processor, Client will notify Ion Interactive promptly in writing and in any event within fifteen (15) days after receipt of Ion Interactive’s notice. In the event of such reasonable objection, either Client or Ion Interactive may terminate the portion of the Agreement relating to the services that cannot be reasonably provided without the objected-to sub-processor, which may involve termination of the entire Agreement, with immediate effect. Such termination will be without a right of refund for any fees prepaid by Client for the period following termination.

4.Client shall ensure and hereby warrants and represents that it is entitled to transfer the Client Data to Ion Interactive so that Ion Interactive may lawfully process and transfer the Personal Data in accordance with this Agreement. Client shall ensure that relevant data subjects have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation.

5.Client grants authorization for the processing and international transfer of data, in accordance with applicable data protection law.

6. Ion Interactive agrees, subject to any appropriate and reasonable confidentiality restrictions, to provide evidence of any certifications and compliance standards it maintains and will, on request, make available to Client an executive summary of Ion Interactive’s most recent annual penetration tests, which summary shall include remedial actions taken by Ion Interactive resulting from such penetration tests. 1. Subject to payment of applicable fee, Client will own all Intellectual Property Rights in any Deliverables, and Ion Interactive shall assign all Intellectual Property Rights in any Deliverables to Client. Client grants Ion Interactive and its Affiliates a worldwide, royalty-free, non-exclusive license during the term of this Agreement to use, reproduce, distribute, modify, and adapt the Deliverables for the purpose of providing the services to Client in accordance with this Agreement.

2. Except with respect to the Deliverables, Ion Interactive retains ownership of the services and all related Intellectual Property Rights and Ion Interactive Background IP. No licenses or rights are granted to Client by Ion Interactive other than as expressly provided for in this Agreement. Except as permitted by Ion Interactive’s brand and trademark use policies, this Agreement does not grant the Client any right to use Ion Interactive’s trademarks or other brand elements. To the extent material that is used in or developed during the course of the provision of services pursuant to this Agreement and is not identified as Deliverable, and be generically re-used, Ion Interactive will own such material including: methods, processes, know-how, generic software tools, research and background material, templates, analytical models and techniques of general application.

3.Client agrees that Client will not, and will not permit any other party to: (i) allow any third party to access the services or documentation, except as expressly allowed herein; (ii) modify, adapt, alter or translate the services or documentation; sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the services or documentation for the benefit of any third party; (iv) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the services, except as permitted by law; (v) create derivative works based on the services or documentation; or (vi) access or use the services for the purpose of developing or creating a competitive service or product. 1. “Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of each Party shall include, without limitation, the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Unless otherwise authorized by the Disclosing Party, the Receiving Party shall limit access to Confidential Information to those who need access to the Information for purposes consistent with this Agreement. Confidentiality obligations under this Agreement shall survive for a period of three (3) years from the date of disclosure of such Confidential Information.

2. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

3. Ion Interactive may identify Client by name and logo as a ‘Ion Interactive’s Client’ on Ion Interactive’s website and on other promotional materials. If Client provides Ion Interactive with feedback about the services, Ion Interactive may use that feedback and incorporate it into its products and services without any obligation to Client.

4.Upon written request from the Disclosing Party, the Receiving Party will return the Confidential Information to the Disclosing Party, all copies thereof, and any related materials and documentation that contain any Confidential Information. Notwithstanding the foregoing, the Receiving Party shall have no obligation to locate or return any electronic instances of the Confidential Information (or the media on which they reside) that are not readily accessible, including but not limited to any archive, back-up, exchange server or cache files; provided that the Receiving Party will continue to treat all such Confidential Information in accordance with this Agreement. 1.Each Party warrants that (i) it has validly entered into this Agreement and has the legal power to do so, (ii) the persons entering into this Agreement on behalf of the Parties have the authority to bind such Party and its Affiliates to the terms of this Agreement. The Parties undertake, in the performance of their activities, to always follow the highest ethical, moral and regulatory principles that are applicable to their activities and to comply, under any circumstances, with current legislation. The Client declares that it is aware of the terms of Ion Interactive´s Code of Conduct and Ethics (https://rockcontent.com/code-of-conduct/), to guide its activity, as well as that of its and its Affiliates employees, partners and suppliers , always acting in accordance with the best commercial practices. In case of violation of the Code of Conduct and Ethics by Client, Ion Interactive reserves the right to terminate the Agreement. 2.Neither Ion Interactive nor Client will be liable for inadequate performance to the extent caused by a condition that was beyond the Party’s reasonable control, for example, internet disturbance, natural disaster, act of war or terrorism, riot, or governmental action.

3. Except as expressly provided herein, neither Party makes any warranties of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any warranties of merchantability or fitness for purpose. 1. Each party (“Indemnitor”) shall defend the other Party (“Indemnitee”) against any claim, demand, suit or proceeding made or brought by a third party, alleging that the use of the services purchased under this Agreement or any Order Form infringes or misappropriates the Intellectual Property Rights of a third party. The Indemnitor shall indemnify the Indemnitee for any damages, attorney fees and costs finally awarded against Indemnitee as a result of, and for amounts paid under a court-approved settlement of, a claim against Indemnitee, provided that Indemnitee: (a) promptly gives the Indemnitor written notice of the claim, (b) gives Indemnitor sole control of the defense and settlement of the claim (provided that Indemnitor may not settle any claim unless the settlement unconditionally releases Indemnitee of all liability). Indemnitor may in its discretion and at no cost to Indemnitee: (i) modify the infringing material so that it is no longer infringing, (ii) obtain a license for Indemnitee’s continued use of the material in accordance with this Agreement, or (iii) terminate Client’s subscriptions for such infringing services upon thirty (30) days’ written notice and refund Client any prepaid fees covering the remainder of the term of such subscriptions after the effective date of termination. The indemnity in this Section shall not apply to the extent that the infringement or claim is attributable to: (1) Indemnitor acting on the express instructions or specifications of Indemnitee that resulted in the alleged infringement; (2) modification of the infringing material by anyone other than Indemnitor; or (3) use or combination of the infringing material with equipment or software not provided by Indemnitor.

2. In no event shall either Party’s total liability arising out of or related to this Agreement, exceed the amount paid by Client for the Order Form to which the claim relates during the immediately preceding twelve (12) months. The foregoing limit shall not apply to Client’s payment obligations under the ‘Payment Terms’ Section . In no event shall either Party have any liability to the other Party for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages. The foregoing disclaimer shall not apply to the extent prohibited by Applicable Law.

1. Services are provided in accordance with the contracted Ion Interactive entity, detailed in the Order Form, which may be Visually, Inc., Scribble Technologies, Inc., Ion Interactive Serviços de Midia LTDA, or Ion Interactive Mexico, S. de R.L., to such entity that the Client shall direct the notifications. This Agreement is governed by the laws applicable to Ion Interactive entity provided in the table below: Contracting Entity Governing Law Visually, Inc. Delaware, United States

2. The relationship between Ion Interactive and Client is that of independent contractors, and not legal partners, employees, joint ventures, or agents of each other. There are no third-party beneficiaries to this Agreement. Client’s End Users are not third-party beneficiaries of Client’s rights under this Agreement.

3.Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by confidential and binding arbitration before a single arbitrator. The parties agree to keep all disputes arising under this Agreement confidential, except as necessary in connection with a judicial challenge to or enforcement of an award or unless otherwise required by law or judicial decision. The arbitrator may issue orders to treat any information regarding such proceedings, including the award, as Confidential Information under this Agreement. The prevailing Party in any action arising from or relating to this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs including, without limitation, arbitration fees and fees of experts.

1. If the contracted entity is Visually, Inc. or Ion Interactive Mexico, S. de R.L, the language to be used in the arbitral proceedings shall be English and Spanish respectively, and the arbitration shall be administered by JAMS, pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules.

2. If the contracted entity is Scribble Technologies, Inc. or Ion Interactive Serviços de Midia LTDA, the language to be used in the arbitral proceedings shall be English and Portuguese respectovely, and the arbitration shall be administered by Centro de Arbitragem e Mediação da Câmara de Comércio Brasil-Canadá (CAM-CCBC), pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules.

4.Notices to Ion Interactive must be sent to the address specified in the applicable Order Form, considering the above Ion Interactive entity, to the attention of the Legal Department. All notices must be in writing and will be deemed given when: (i) personally delivered, (ii) verified by written receipt, if sent by postal mail with verification of receipt service or courier, (iii) received, if sent by postal mail without verification of receipt, or (iv) verified by automated receipt or electronic logs if sent by email.

5.Notices to Client may be sent to the email address associated with Client’s designated primary administrator for the relevant service. Billing-related notices may be sent to the relevant billing contact designated by Client. Client must keep the contact details associated with their user accounts and billing contacts current and accurate and notify Ion Interactive in writing of any changes to such details.

6. A Party’s failure or delay enforcing a provision under this Agreement is not a waiver of its right to do so later.

7.If any provision of this Agreement is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed, and the remainder of terms will remain in full effect. The Order Form linked to this Agreement may be amended only if authorized by each party’s representatives in writing.

8.Neither Party may assign the Order Form and the Agreement without the prior written consent of the other. However, either Party may assign this Agreement without notice, to an Affiliate or to a successor or acquirer, as the case may be, in connection with a merger, acquisition, corporate reorganization or consolidation, or the sale of all or substantially all of such Party’s assets or of the Ion Interactive business line to which the subject matter of this Agreement relates. Any other attempt to transfer or assign is void.

9.To the extent allowed by law, Ion Interactive reserves the right, at its sole discretion, to modify or replace this Agreement, or change, suspend, or discontinue the services at any time by posting a notice or by sending an email to the Client, both of which would be deemed a modification of the Agreement. It is Client’s responsibility to check this Agreement periodically for changes. Client’s continued use of the services following the posting of any changes to this Agreement constitutes acceptance of those changes.

10. Non-Solicitation and Non-Hire: During the term of the Agreement and for a period of one (1) year thereafter, neither Party shall solicit for employment any of the other Party’s employees or contractors that are working on behalf of such Party and providing Services to the other Party under the terms of this Agreement; provided, however, nothing in this section shall prohibit a Party from hiring any employee/contractor of the other Party who (a) responds to a general or public solicitation not targeted at the other Party’s employees/contractors (including solicitations by a bona fide search firm that has not been instructed to target the other Party’s employees or contractors) or (b) has been terminated by the other Party.

Specific Terms of Platform and Service (“Specific Terms”)

These Specific Terms establish the rules and conditions of the products and services provided by Ion Interactive, which may be contracted according to the “Available Platform Plans” section below. The contracted plan will be defined in the applicable Order Form.

Ion Interactive grants to Client, during the applicable Order Form Term, a non-sub licensable, non-transferable, non-exclusive right and license to use the Platform solely for Client’s internal business purposes. The license is subject to Client’s compliance with the Order Form and the Agreement and to payment of all outstanding fees.

Each level of Platform offers a different level of access, as outlined in the “Available Platform Plans” below. Client will not access or use those features within subscription levels of the services to which it has not subscribed without payment of additional fees. Ion Interactive reserves the right to periodically verify that Client’s use of the Platform complies with the terms of applicable Order Form, Agreement and Platform level access.

The Parties agree that all right, title, and interest in and to the technology used on the Platform, including any and all modifications, improvements or enhancements to the Platform as a result of any implementation services rendered, are and shall remain the sole and exclusive property of Ion Interactive.

In the event of termination of the Order Form and/ or Agreement, Client will lose access to the Platform, immediately after termination, as well as all the content, images and databases associated to Client’s account on the Platform.

The Platform’s technical support is Ion Interactive’s assistance to the Client, in relation to any inconsistencies identified by Client, as well as guidelines regarding operational procedures and additional configurations of the Platform. The technical support will be performed essentially remotely, through Platform chats and/or email, available for access by the Client in the Platform itself, Monday to Friday from 9am to 5pm (EST) and 9am to 5pm (BRT). Ion Interactive will not provide technical support regarding third party tools, as like Facebook Ads, Mailchimp, Hubspot, RD Station and others.

Ion Interactive will provide all applicable support and account information to Client’s Authorized Users and make changes to the services as reasonably directed by them. Ion Interactive will provide support, assistance and information to Authorized Users who can verify their identity through the Platform. Client will not use the Platform to collect or retain Restricted Data. “Restricted Data” means, but is not limited to, financial information, social security number, driver’s license number, passport number, and information protected by, inter alia, Family Educational Rights and Privacy Act (“FERPA”), the Gramm Leach Bliley Act (“GLBA”), Health Insurance Portability and Accountability Act (“HIPPA”) and/or Social Security Number Protection Act, or any other Data whose collection is restricted or prohibited under Applicable Laws.

Client is fully responsible for all activities that occur under Client account, including for any actions taken by persons to whom Client has granted access to. Client may designate a number of authorized users (“Authorized Users”) in the Platform for the purpose of receiving support and making changes to the Client account. Client is responsible for managing Client Authorized Users and keeping them up-to-date, modify, or remove Authorized Users through the Platform. Client will require Client Authorized Users to abide by the terms of the Agreement, and acknowledge and agree that they are fully responsible for the actions and omissions of all Client’s Authorized Users and for all costs, overages, or other liabilities incurred through Client account. Client shall promptly notify Ion Interactive in the event that become aware of any violation of the terms of the Agreement or any unauthorized use of the accounts of Client or Client’s Authorized Users

The scope of services provided under the Agreement may be amended by any reasonable means showing mutual agreement between the Parties, including written change order executed by both Parties or selections in the Platform such as click-through terms or support ticket. Any associated fees will be clearly and conspicuously provided to Client before Client agree to any such change. If Client request or utilize any Beta services, such services shall be provided on an AS-IS basis with all faults. No SLA, indemnity, representation, or warranty shall apply to Beta services. Ion Interactive reserves the right to terminate the Beta services at any time and make no representation that the services will be released into production.

Ion Interactive has no legal liability or responsibility for loss or damage that may arise from the presence of malicious code or other harmful elements to the Client’s hosting environment, or any damage arising from the interruption of access to or failure to the operation of the Platform, caused by a third-party event or accident, or force majeure event.

The Client acknowledges that to facilitate efficient server management, inventory and related activities, Ion Interactive servers may include a Ion Interactive administrative account and password, user event and page tracking code and/or any Ion Interactive monitoring or resource management systems or code. All reasonable precautions are made by Ion Interactive to maintain the security of these tools and the privacy of Client data. Client will not tamper, hinder, delete or in any way change the functioning of these tools.

Client agrees that Client is responsible for notifying the End Users accessing the publicly available portions of the services about how Ion Interactive may use cookies and personal data on any interactive content created through the Services. Ion Interactive’s use of cookies and personal data is described in the Privacy Policy (https://rockcontent.com/legal/privacy-policy/).

Client declares to be aware that Ion Interactive may contract third parties to provide or activate elements of the services, being certain that Ion Interactive is responsible to the Client for the performance of third parties. Client shall provide all information, assistance and materials reasonably necessary to provide the services.

The Client shall not use the Ion Interactive network or services (i) in any way that adversely affects other Ion Interactive Clients ; and (ii) for unlawful activities. This includes but is not limited to gaining or attempting to gain unauthorized access to servers or services.

Notwithstanding the limitations set forth in this Agreement with respect to the applicable guarantees to Platform or Technical Support services, Ion Interactive shall be exempt from any liability in the event of:

1. The Client fails to notify Ion Interactive, in writing, of any non-compliance, inconsistency or malfunction related to Rock Studio or the services, or;
2. Any non-compliance that has resulted from: (i) accident or misuse with respect to Platform not related to Ion Interactive; (ii) action or omission by any person not related to Ion Interactive; or (iii) combination of the Platform with products, material or system which are not the standard product provided by Ion Interactive. Provision of Marketplace & Professional Services Deliverables that will be provided through Marketplace Credits that will be exchanged on the Platform. Marketplace Credits are acquired by Client upon buying a Marketplace Credits (“Credits”). The Credits must be used within one (1) year counting the Effective Date of the applicable Order Form , after that time period the Credits will expire and no reimbursement shall be due. The amount of Credits contracted for the Deliverables will be available in the applicable Order Form or, in the case of acceptance of terms on Platform, within the Client’s wallet on the Platform.

The Deliverables will be defined between Ion Interactive and the Client, according to the Credits acquired, which will only be valid while the Platform license is active. Credits are non-refundable in the event of a Platform license cancellation.

Each content piece shall be considered as a Project (“Project”). The workflow (“Workflow”) with deadlines, tasks and the process of creation of the content will be provided to Client on the Platform at the moment of the purchase and will guide Client through various steps in the content production journey and when the content will be sent to Client for it’s review. On or before the expiration of the review period, Client will submit a written statement to Ion Interactive, in the Platform, indicating whether it approves it or request a revision when the content does not materially conform with the specifications agreed in the Briefing, which contains the Project goals, specifications, tone, and other important information used to create the content (“Briefing”). Client should refer to Client Workflow to understand when Client response indicating acceptance or rejection is due. The content will be deemed approved if (i) more than three (3) revisions are done, or (ii) the approval is not provided within two (2) weeks, or (iii) Client uses the content in Client’s business, whichever occurs first. If Client purchases Visually Platform and fails to complete the tasks in the Workflow, not moving the status of a Project for more than one (1) month, the project shall be deemed terminated by Ion Interactive at its sole discretion, and in that case there will be no refunds of paid amounts.

Projects may be reopened at a later date at Ion Interactive’s discretion, pursuant to Client’s request. If the original team supporting Client project is no longer available, additional or higher fees may apply to cover the cost of restaffing a new team for the additional work. Projects that reach the task closed stage in the Workflow will be closed by Ion Interactive in the event there is no response from Client end after two (2) weeks from the post date of the content files. In that case, the Credits will not be reimbursed.

Payment shall be due after the Credits purchase. The ownership of content (including ownership of all IP) specifically created for Client and its usage rights will only be transferred, after the payment.

In the event of connecting the Client with the Ion Interactive’s vendor (or freelancers) on one of the Platforms, the Client represents and warrants that it will not attempt to circumvent any of the communication or payment methods provided by the Platform: this includes but is not limited to (i) submitting any proposals or soliciting any vendors other than through the Platform; and (ii) paying any fees associated with the Creative Services other than to Platforms as provided in this Agreement. During the term of this Agreement and for a period of three (3) years after, Customer represents and warrants it will not pay vendors introduced to Customer outside the Platform nor directly or indirectly solicit the vendors to provide services outside the Platform. Should Customer breach its warranty in this section, Customer will pay to Ion Interactive a placement fee equal to the greater of (i) twenty-five percent (25%) of the vendor’s equivalent estimated annual compensation or contract value, or (ii) $5,000. Client further represent and warrant the Platform will serve as the primary means of communication between Client and vendor regarding the Creative Services and Deliverables, which is essential to Ion Interactive’s ability to provide the services and assist the Customer in its usage of the Platform and the vendor delivery of Creative Services.

The Briefing will be provided to the vendor that shall rely on it to start the Project and create the content. Ion Interactive represents and warrants that its vendors pool is pre-vetted to ensure that the services are performed in a professional and workmanlike manner and have the requisite skills and experience to perform the services. Client may require Ion Interactive to remove a vendor if, after due consultation with Ion Interactive, Client reasonably determine that the vendor is not suitable to perform the services, such as a vendor fails to deliver the Project on time; or a vendor quits the Project, Ion Interactive will reassign the project to a different vendor as soon as practicable. If Client purchases Visually Platform, the creation of the content will be sourced to our vetted vendors. Client represents and warrants that the Briefing quality and clarity is Client’s sole responsibility and will be provided by Client in a timely manner.