Terms And Conditions

WHEREAS, Native provides advertising, marketing, and promotional services to advertisers through its network of university partners and associated student organizations; and

WHEREAS, the Buyer desires to purchase from Native, and Native desires to provide to the Buyer, the Advertising Services described in the Order Form, subject to these Terms and Conditions;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows. By signing the Order Form, the Buyer confirms its agreement to these Terms and Conditions. If the Parties have entered into a separate Master Services Agreement, the terms of that Master Services Agreement shall prevail to the extent of any conflict or inconsistency with these Terms and Conditions. In the absence of any Master Services Agreement, this Order Form and these Terms and Conditions constitute the entire agreement between Native and the Buyer for the Advertising Services described in the Order Form.

Definitions

“Advertiser” means the entity (including any brand, product, or service) whose goods or services are promoted in the Advertising, as identified in the Order Form. Where the Buyer is an Agency, the Advertiser is the Agency's client for whom the Agency has booked the Advertising.

“Advertiser Materials” means all copy, artwork, logos, branding, creative content, product information, digital assets, and any other materials provided to Native by or on behalf of the Buyer or the Advertiser for use in connection with the Advertising Services.

“Advertising” means any paid-for communication, promotion, placement, activation, or related service provided by Native for the purpose of marketing, publicizing, or promoting a brand, product, service, event, or organization, including (without limitation) media placements (such as email campaigns, social media amplification, digital or out-of-home advertising, and website placements), on-campus activations and promotional stalls, staffing (including brand ambassadors, event managers, and other personnel), sponsorships (including Fair Sponsorships and Custom Sponsorships), insights and reporting services (such as student research and campaign performance analysis), creative production and campaign execution, and any other promotional activity or deliverable forming part of an Ad Product or described in an Order Form.

“Advertising Campaign” means the agreed program of Advertising to be delivered by Native, as described in the Order Form, comprising the activities, deliverables, and placements included within one or more Ad Products, scheduled to run during the Campaign Period.

“Advertising Delivery Date” means the deadline by which the Buyer must provide the Advertiser Materials to Native for a particular Advertising placement. The Advertising Delivery Date will be as agreed in writing between the parties or as specified in the Order Form, and will be no later than the start date of the relevant Advertising activity as set out in the Order Form.

“Advertising Products” ("Ad Products") means the specific advertising formats, channels or activation types through which Advertising is delivered.

“Advertising Services” means the provision of Advertising by Native under this Agreement, including any related planning, production, coordination, fulfillment, staffing, reporting, or other activities required to deliver the Advertising described in the Order Form.

“Affiliate” means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where "control" means the ownership of more than fifty percent (50%) of the voting stock or equivalent ownership interest.

“Agency” means an advertising agency, if identified as the Buyer in the Order Form, which enters into this Agreement as principal and not as agent for any Advertiser.

“Agreement” means the contract between Native and the Buyer comprising the Order Form (including any order details or special terms set out in it) together with these Terms and Conditions.

“Applicable Advertising Regulations” means all applicable federal, state, and local laws, statutes, regulations, rules, orders, and guidance relating to advertising, marketing, and consumer protection, including the Federal Trade Commission Act, the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255), the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act, and any applicable state or local consumer protection, deceptive trade practices, or truth-in-advertising laws in any jurisdiction in which Advertising is delivered or in which the Buyer or Advertiser is located, in each case as amended from time to time.

“Business Day” means a day (other than a Saturday, Sunday, or federal public holiday in the United States) on which banks are open for business in the State of Delaware.

“Buyer” means the entity identified as the Buyer in the Order Form. The Buyer may be the Advertiser or, where an Agency is acting as principal, the Agency.

“Campaign Period” means the period during which the Advertising Campaign will run, as set out in the Order Form, and which may include multiple start dates or date ranges for different Advertising activities.

“Code of Conduct” means Native's Advertiser Code of Conduct, as provided to the Buyer in the advertiser handbook or otherwise made available by Native from time to time.

“Content Acceptance Policy” means Native's guidelines and standards for advertising content or materials, as provided or made available to the Buyer from time to time, and as updated by Native periodically.

“Data Privacy Laws” means all applicable federal, state, and local laws and regulations relating to data protection, privacy, and the processing of personal information, including (without limitation) the California Consumer Privacy Act of 2018 (as amended by the California Privacy Rights Act of 2020) (Cal. Civ. Code section 1798.100 et seq.) and its implementing regulations, the California Online Privacy Protection Act (CalOPPA), the Texas Data Privacy and Security Act (Tex. Bus. & Com. Code Ch. 541), the Utah Consumer Privacy Act (Utah Code Ann. § 13-61-101 et seq.), and any other applicable state or federal privacy law or regulation, in each case as amended, supplemented, or replaced from time to time.

“Effective Date” means the date on which this Agreement commences in accordance with Section 8.1.

“Fees” means the fees payable by the Buyer for the Advertising, as set out in the Order Form, subject to any adjustments made in accordance with this Agreement.

“Force Majeure Event” means any event or circumstance beyond a party's reasonable control which prevents or delays that party from performing its obligations under this Agreement. Force Majeure Events include, without limitation, acts of God, war, terrorism, riot or civil commotion, epidemic or pandemic, acts of government or regulatory authority, national or state emergency, fire, flood, earthquake, explosion, wildfire, power outage, or failure of public utilities or transport networks.

“Master Services Agreement” (“MSA”) means any separate overarching agreement between Native and the Buyer that sets out general terms for the provision of services by Native. Where such agreement exists and is stated to apply to the services described in the Order Form, it shall govern the provision of the Advertising Services, and shall take precedence over these Terms and Conditions in the event of any conflict.

“Native” means Native Tech USA Inc., a Delaware corporation with its principal office at 251 Little Falls Drive, Wilmington, Delaware 19808 (and "Native" shall include its successors and permitted assigns).

1. Provision of Advertising Services

Native shall provide the Advertising Services described in the Order Form during the Campaign Period, in a professional and workmanlike manner and in accordance with the agreed specifications and timelines. Native's obligation to do so is conditional upon the Buyer complying with its payment obligations and supplying all Advertiser Materials on time, in the required format, and to the required standard. Native may, upon prompt written notice (and in any event not less than two (2) Business Days where commercially practicable), substitute any individual Advertising placement or activity with an alternative of equivalent or comparable reach, value, and audience, as determined by Native acting reasonably, where the originally agreed placement or activity becomes unavailable for reasons beyond Native's reasonable control (including the withdrawal or cancellation of any partner venue or event). If no reasonably equivalent alternative is available, Native shall refund or credit the Fees attributable to the affected Advertising on a pro-rata basis.

2. Agency Obligations

2.1. Agency as Principal. Where the Buyer is acting as an Agency, it enters into this Agreement as principal, not as agent for any third party. Accordingly, the Agency shall remain solely liable for fulfilling all obligations under this Agreement, including payment obligations, regardless of whether it receives payment from the Advertiser.

2.2. Authority. The Agency represents and warrants that it has full authority from the Advertiser to contract with Native for the Advertising Services. The Agency shall indemnify, defend, and hold harmless Native against all losses, claims, costs (including reasonable attorneys' fees), or damages incurred if this warranty proves incorrect or is challenged by the Advertiser.

2.3. No Obligation to Pursue Advertiser. For clarity, Native shall have no obligation to pursue or seek payment or performance from the Advertiser directly, whether or not the Agency has failed to fulfill its obligations under this Agreement.

3. Content and Materials

3.1. Provision of Materials and Cooperation. The Buyer shall:

3.1.1. provide all required Advertiser Materials to Native by the agreed Advertising Delivery Date for each item of Advertising;

3.1.2 cooperate fully with Native in all matters relating to the Advertising Campaign and respond promptly to any reasonable request for information, approvals, or materials required to deliver the Advertising;

3.1.3. ensure that all Advertiser Materials are accurate, complete, true, and not misleading in any material respect;

3.1.4.ensure that all claims, statements, or representations in the Advertising (including in any Advertiser Materials) comply with Applicable Advertising Regulations and all other applicable laws and regulatory requirements; and

3.1.5. comply with Native's Content Acceptance Policy and Code of Conduct, as notified to the Buyer and updated by Native from time to time.

3.2. Responsibility for Content. The Buyer is solely responsible for the Advertiser Materials it (or the Advertiser) provides and for the content of all Advertising published under this Agreement. Native shall have no liability to the Buyer (and the Buyer shall not be entitled to any refund or compensation) if:

3.2.1. the Buyer supplies incorrect, outdated, or otherwise unsuitable Advertiser Materials which are subsequently used in the Advertising; or

3.2.2. the Buyer fails to supply the required Advertiser Materials by the relevant Advertising Delivery Date, resulting in an inability or delay in Native's publication of the Advertising.

3.3. Right to Reject or Remove Content. Native may refuse, reject, remove, suspend, or require changes to any Advertiser Materials or Advertising: (a) prior to acceptance, at Native's sole discretion; or (b) after acceptance, only where Native reasonably determines that the Advertiser Materials or Advertising: (i) violate Applicable Advertising Regulations or any other applicable law; (ii) expose Native to a material legal, regulatory, or reputational risk; or (iii) breach Native's Content Acceptance Policy or Code of Conduct as notified to the Buyer at or before the time of booking. Where Advertiser Materials or Advertising are refused, removed, or suspended under this Section 3.3 as a result of the Buyer's breach of this Agreement or the nature of the Advertiser Materials, the Buyer shall remain liable for the Fees attributable to the affected Advertising as if it had been published, and Native shall have no obligation to provide any refund or credit.

4. Terms of Payment

4.1. Fees. The Buyer shall pay the Fees for the Advertising as set out under "Order Details" in the Order Form. All Fees are exclusive of any applicable sales, use, or other taxes, which shall be payable by the Buyer in addition at the prevailing rate and in the manner prescribed by law.

4.2. Deposit. On execution of the Order Form the Buyer shall pay a non-refundable deposit equal to twenty-five percent (25%) of the total Fees. Native shall have no obligation to reserve inventory, allocate resources, or commence delivery of any Advertising until the deposit has been received in immediately available funds.

4.3. Balance. The balance of the Fees shall be invoiced in accordance with the campaign delivery schedule and shall be payable by the Buyer so that payment is received no later than fourteen (14) days prior to the start date of the relevant Advertising, or fourteen (14) days from the invoice date, whichever is earlier (provided that, if the invoice is issued less than fourteen (14) days before the start date of the relevant Advertising, payment shall be due immediately upon receipt of the invoice), unless otherwise agreed in writing by Native.

4.4. Condition of Performance. Receipt of the deposit and payment of all invoices in accordance with this Section 4 are conditions precedent of Native's obligation to perform the Advertising. If the Buyer fails to pay the deposit or any subsequent invoice when due, Native may suspend or cancel the relevant Advertising without liability, and the Buyer shall remain liable for all Fees due.

4.5. Credit Checks. Where the Buyer applies for credit terms, Native may obtain credit reports on the Buyer from one or more consumer reporting agencies for the purposes of evaluating creditworthiness, fraud prevention, and debt collection. The Buyer hereby authorizes Native to obtain such reports and acknowledges that such inquiries may be recorded by the relevant consumer reporting agencies. Native's use of credit reports shall comply with the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) and any applicable state law. Any personal information processed by Native in connection with credit checks shall be processed in accordance with Section 12 and applicable Data Privacy Laws.

4.6. Late Payment. The Buyer shall pay all invoices in accordance with the agreed payment terms. Native may withdraw any credit terms extended to the Buyer in the event of late payment or non-payment. In addition, Native may charge interest on any overdue amount from the due date until payment is received in full at the lesser of: (a) a rate of four percent (4%) per annum above the prime rate as published in the Wall Street Journal (or, if that rate is no longer published, a comparable reference rate), accruing daily; or (b) the maximum rate permitted by applicable law, together with any reasonable costs (including attorneys' fees) incurred by Native in recovering such sums.

4.7. Right to Suspend for Non-Payment. If any sum payable by the Buyer under this Agreement or with respect to any other Advertising provided by Native to the Buyer is overdue, Native may suspend or withhold further delivery of Advertising until all overdue amounts have been paid in full. Native shall have no obligation to commence, continue, or publish any Advertising while any invoiced amounts remain outstanding.

5. Cancellation

5.1. Cancellation by Buyer. Any request by the Buyer to cancel all or part of an Advertising Campaign after a booking has been confirmed must be made in writing (including by email) and sent to Native. Cancellation takes effect on the date Native receives the written notice.

5.2. Failure to Supply Information or Perform Obligations. If, after a booking is confirmed, the Advertising Campaign (or any part of it) cannot be delivered because of incomplete or inaccurate information provided by the Buyer at the time of booking, or because of the Buyer's failure to fulfill its obligations under this Agreement (including Sections 2 or 3), such circumstances shall be treated as a cancellation by the Buyer of the affected elements of the Campaign.

5.3. Liability for Fees. In such cases, the Buyer shall be liable for the applicable cancellation fees set out in this Section 5.

5.4. Non-Refundable Deposit. The initial deposit of twenty-five percent (25%) of the total Fees, payable on booking in accordance with Section 4.2, is non-refundable. The deposit is committed to the Advertising Campaign at the time of booking and shall not be returned to the Buyer in the event of any cancellation.

5.5. Cancellation Fee (More Than 14 Days). If the Buyer cancels any portion of the Advertising Campaign more than fourteen (14) days before the scheduled start date of the relevant Advertising, the Buyer shall pay a cancellation fee equal to fifty percent (50%) of the Fees attributable to the canceled portion. For clarity, the non-refundable deposit paid under Section 4.2 shall be credited toward this cancellation fee. Native shall issue a credit or refund for any Fees paid in advance for the canceled portion in excess of this fifty percent (50%) cancellation fee.

5.6. Cancellation Fee (14 Days or Less). If the Buyer cancels any Advertising within fourteen (14) days of its scheduled start date, the Buyer shall remain fully liable for one hundred percent (100%) of the Fees for that Advertising. No refunds or credits shall be provided in such circumstances.

5.7. Effect on Discounts. If the Buyer cancels any part of an Advertising Campaign that was originally subject to a discounted or package rate (including, for example, multiple booking discounts or agency volume discounts), that discount shall cease to apply. Native may recalculate the Fees for Advertising already delivered (or still to be delivered) as part of the Campaign by applying its standard rate card pricing, and the Buyer shall be liable to pay any resulting increase.

5.8. Liquidated Damages Acknowledgment. The Buyer acknowledges that the cancellation fees set forth in this Section 5 represent a reasonable estimate of Native's losses in the event of cancellation, taking into account the difficulty of calculating actual damages and the costs incurred by Native in reserving inventory, allocating resources, and foregoing other commercial opportunities. The parties agree that such fees are not intended as a penalty.

6. Warranties

6.1. Buyer's General Warranties. The Buyer represents and warrants, on its own behalf and (where the Buyer is an Agency) on behalf of the Advertiser, that:

6.1.1. Authority. It has full power and authority to enter into this Agreement and to perform its obligations under it, and that doing so will not conflict with or result in a breach of any other agreement or legal obligation by which the Buyer (or the Advertiser) is bound; and

6.1.2. Compliance of Advertiser Materials. All Advertiser Materials and their use in the Advertising Campaign shall comply with all applicable laws and regulatory requirements, including Applicable Advertising Regulations and Data Privacy Laws, and shall not infringe the rights (including intellectual property rights) of any third party.

6.2. Buyer's Content Warranties. Without limiting Section 6.1, the Buyer further represents and warrants that all Advertiser Materials, as of delivery to Native, are accurate, complete, truthful, and not misleading; lawful, honest, truthful, and otherwise compliant with all applicable laws, regulations, and codes (including Applicable Advertising Regulations); not defamatory or obscene and not containing material likely to cause offense or to incite violence, hatred, or any illegal activity; free from viruses, malware, spyware, or other harmful code; and either owned by the Advertiser (or Buyer) or properly licensed for use, with the Buyer holding all necessary rights, permissions, and consents to use such materials and to authorize Native to use, reproduce, and publish them for the purposes of the Advertising Campaign.

7. Intellectual Property Rights

7.1. Advertiser Materials. The Buyer (or the Advertiser, as applicable) shall retain ownership of all intellectual property rights in the Advertiser Materials it provides to Native. The Buyer grants (on behalf of itself and/or the Advertiser) to Native a worldwide, non-exclusive, royalty-free license to use, reproduce, publish, display, and distribute the Advertiser Materials solely for the purpose of providing the Advertising Services and fulfilling Native's obligations under this Agreement. This license shall extend to any of Native's third-party delivery partners or media platforms as necessary to execute the Advertising Campaign. The Buyer represents and warrants that it has all rights and authority necessary to grant the foregoing license.

7.2. No Alteration. Native shall not make any substantial alteration to the Advertiser Materials (such as modifying logos or changing messaging) without the Buyer's prior written approval, except as reasonably necessary to meet technical or formatting requirements for publication or to correct obvious errors. Any minor or technical modifications made by Native in the course of preparing the Advertiser Materials for publication shall not affect the Buyer's (or Advertiser's) ownership of the underlying rights.

7.3. Native's Materials and Deliverables. As between the parties, Native (and/or its licensors) shall own all intellectual property rights in any materials, content, software, data, reports, templates, methodologies, or other deliverables created, developed, or provided by Native in connection with the Advertising Services, except to the extent such materials comprise or incorporate any Advertiser Materials. Upon the Buyer's payment in full of all Fees due under this Agreement, Native grants to the Buyer (and, where applicable, the Advertiser) a non-exclusive, royalty-free, worldwide license to use any such deliverables or materials provided as part of the Advertising Campaign, but solely for the Buyer's or Advertiser's internal business purposes and the evaluation of the Advertising Campaign. The Buyer shall not resell, license to any third party, or exploit Native's materials or deliverables for any purpose beyond the scope of this Agreement without Native's prior written consent. All rights not expressly granted under this Agreement are reserved to Native.

7.4. No Trademark License. Nothing in this Agreement shall be construed to grant either party any rights to use the other party's (or Advertiser's) trade names, logos, or trademarks for any purpose outside the scope of the Advertising Campaign. Any such use shall require the express prior written consent of the owning party, and all goodwill arising from such use shall accrue to the owning party.

8. Term

8.1. Commencement. This Agreement commences and becomes legally binding on the date the Order Form is signed by both the Buyer and Native, or if earlier, on the date Native receives the deposit payable under Section 4.2 or begins substantive performance of the Advertising in accordance with the Order Form, whichever occurs first.

8.2. Duration. Subject to earlier termination in accordance with this Agreement, this Agreement shall remain in force until completion of the Advertising Campaign specified in the Order Form (the Campaign Period). Any renewal, extension, or additional Advertising shall be agreed in writing by the Parties through a new or amended Order Form, which shall form part of this Agreement unless the Parties expressly agree otherwise in writing.

9. Termination

9.1. Automatic Termination. Unless expressly extended or renewed by mutual written agreement, this Agreement shall automatically terminate at the end of the Campaign Period (as defined in Section 8.2), subject to earlier termination under this Section 9. Termination or expiration shall not affect any rights, remedies, or obligations of either party which have accrued prior to the termination or expiration date.

9.2. Termination for Cause. Either party may terminate this Agreement immediately upon written notice to the other if:

9.2.1. the other party commits a material breach of any term of this Agreement (including failure by the Buyer to pay any amount due by the due date) and, where capable of cure, fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach and requiring its cure; or

9.2.2. the other party: (A) files a voluntary petition under any chapter of the United States Bankruptcy Code (Title 11 of the United States Code) or any similar federal or state insolvency law; (B) has an involuntary petition filed against it under any chapter of the United States Bankruptcy Code or any similar federal or state insolvency law, which petition is not dismissed within sixty (60) days of filing; (C) makes a general assignment for the benefit of creditors; (D) has a receiver, trustee, or custodian appointed for all or a substantial part of its assets; (E) becomes unable to pay its debts as they become due in the ordinary course of business; or (F) is subject to any analogous insolvency proceeding in any jurisdiction.

9.3. Consequences of Termination. Upon termination of this Agreement for any reason:

9.3.1. the Buyer shall immediately pay all outstanding invoices and any accrued but un-invoiced Fees for Advertising delivered up to the termination date;

9.3.2. if this Agreement is terminated by Native pursuant to Section 9.2.1 (Material Breach) or 9.2.2 (Insolvency) with respect to the Buyer, all Fees for Advertising booked shall become immediately due and payable as if the Buyer had canceled the Campaign, and Section 5 (Cancellation) shall apply;

9.3.3. where this Agreement is terminated by Native as a result of a breach of the Code of Conduct by the Buyer, the Advertiser, or their representatives, Native may decline to enter into any future Agreement with the Buyer, the Advertiser, or any connected organization or individual, and shall have no liability for doing so; and

9.3.4. the following provisions shall survive termination or expiration of this Agreement and remain in full force and effect: Section 4 (Terms of Payment, to the extent of any accrued obligations), Section 9.3 (Consequences of Termination), Section 10 (Liability and Indemnity), Section 11 (Non-Circumvention), Section 12 (Data Privacy), Section 13 (Confidentiality), and Section 14 (Miscellaneous).

10. Liability and Indemnity

10.1. Exceptions to Limitations. Nothing in this Agreement shall exclude or limit either party's liability for: (i) death or personal injury caused by its negligence (or the negligence of its employees or agents); (ii) fraud or intentional misrepresentation; (iii) willful misconduct; or (iv) any other liability which cannot be limited or excluded by applicable law.

10.2. Failure to Deliver Advertising. Native shall use reasonable efforts to deliver the Advertising as agreed, but the Buyer acknowledges that no specific level of impression, reach, or outcome is guaranteed. If Native fails to publish or deliver any Advertising that has been booked and paid for (other than due to a breach by the Buyer or a Force Majeure Event), Native's sole obligation and the Buyer's exclusive remedy shall be, at Native's discretion: (i) Native providing equivalent Advertising placement at a later time at no additional cost to the Buyer; or (ii) a refund of the Fees paid (or a release from the obligation to pay Fees invoiced) for the specific Advertising not delivered. Except for providing such make-good placement or refund, Native shall have no further liability for any failure to deliver Advertising as scheduled.

10.3. Liability Cap. Subject to Section 10.1, each party's total aggregate liability to the other arising out of or in connection with this Agreement (whether in contract, tort (including negligence), misrepresentation, strict liability, or otherwise) shall not exceed one hundred percent (100%) of the total Fees paid and payable under the relevant Order Form, provided that nothing in this Section shall cap or limit the Buyer's liability with respect to its obligation to pay the Fees, any breach of its indemnification obligations under this Agreement, or any claim that the Advertiser Materials infringe the rights of a third party.

10.4. Exclusion of Certain Losses. Subject to Section 10.1, neither party shall be liable to the other (whether in contract, tort, or otherwise) for: (i) indirect, special, incidental, or consequential losses or damages; (ii) loss of actual or anticipated profits, revenue, business, or savings; (iii) loss of or damage to goodwill or reputation; or (iv) loss of data, in each case arising out of or in connection with this Agreement, whether or not the possibility of such loss or damage was foreseen or foreseeable. The parties acknowledge that the foregoing limitations reflect an informed, voluntary allocation of risk between the parties and are a material part of this Agreement.

10.5. Buyer's Indemnity. The Buyer shall indemnify, defend, and hold harmless Native and its officers, directors, employees, agents, and Affiliates against all losses, liabilities, costs (including reasonable attorneys' fees and costs of litigation) and damages suffered by Native arising out of or relating to: (i) claims relating to the Buyer's lack of authority (if acting as Agency); (ii) breaches by the Buyer of its warranties under Section 6 or its obligations under applicable laws; (iii) claims alleging infringement by Advertiser Materials of third-party rights; (iv) regulatory complaints or enforcement actions directly arising from the Buyer's or the Advertiser's Materials; (v) substantiated claims of reputational harm to Native directly resulting from the Advertiser Materials; (vi) misuse or misrepresentation of campaign data or results provided by Native; or (vii) death, personal injury, or property damage arising from the Buyer's (or Advertiser's) or their subcontractors' physical activations, attendance at events, or use of equipment on university premises; or (viii) any breach of the Buyer's warranties or obligations under Section 12. Failure by Native to give timely notice of a claim shall not relieve the Buyer of its indemnification obligations under this Section 10.5 except to the extent the Buyer is materially prejudiced by such delay.

10.6. Native Indemnity. (a) Native shall indemnify, defend, and hold harmless the Buyer against all liabilities, costs, expenses, damages and losses (including reasonable attorneys' fees and costs of litigation) suffered or incurred by the Buyer arising out of or in connection with any claim made against the Buyer for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Buyer's use of any materials, software, platforms, or deliverables provided by Native under this Agreement (excluding Advertiser Materials). (b) This indemnity shall not apply to the extent that any claim or infringement results from: (i) the Buyer's misuse or modification of the materials, software, platforms, or deliverables; (ii) the combination of the same with any product or service not provided by Native; or (iii) Native's compliance with any specific instructions or specifications of the Buyer. (c) The Buyer shall: (i) give Native prompt written notice of any such claim; (ii) give Native sole authority to defend or settle the claim, provided that Native shall not enter into any settlement that involves an admission of liability or imposes non-monetary obligations on the Buyer without the Buyer's prior written consent; and (iii) provide Native with all reasonable assistance in the defense of such claim.

10.7. Insurance. The Buyer shall maintain appropriate insurance policies with a reputable insurer sufficient to cover its liabilities under or in connection with this Agreement (including commercial general liability and, where relevant, professional liability or advertising liability insurance) during the term and for a reasonable period thereafter (not less than three years). Upon reasonable request by Native, the Buyer shall provide certificates of insurance evidencing such coverage.

11. Non-Circumvention

11.1. Restriction on Direct Dealings. The Buyer acknowledges that Native has developed and maintains proprietary relationships with its network of university partners and their associated student organizations ("University Partners"), and that Native's introduction of the Buyer to such University Partners constitutes valuable confidential information and a protectable business interest. During the term of this Agreement and for twelve (12) months after its expiration or termination (the "Restriction Period"), the Buyer shall not (and shall use commercially reasonable efforts to ensure that the Advertiser shall not), without Native's prior written consent, directly or indirectly purchase, contract for, or obtain (whether directly or through any agent, intermediary, network, or alternative supplier) any advertising, promotional, or marketing services of the type supplied by Native under this Agreement from any University Partner specified in the relevant Order Form or at which Advertising was delivered during the term of this Agreement. This restriction is limited in scope to the specific University Partners with which the Buyer has had contact through Native and to the specific types of advertising services provided by Native, and the parties agree that it is reasonable and necessary to protect Native's legitimate business interests.

11.2. Acknowledgment and Notification. The Buyer acknowledges (and shall use commercially reasonable efforts to ensure that the Advertiser acknowledges) that Native has invested significant resources in developing and maintaining its network of University Partners, and that any breach of Section 11.1 would cause significant and irreparable harm to Native's business for which monetary damages alone would be an inadequate remedy. The Buyer agrees that Native shall be entitled to seek injunctive relief (in addition to all other available remedies) to enforce this Section 11, without the necessity of proving actual damages or posting a bond (to the extent permitted by applicable law). The Buyer shall promptly notify Native in writing (and in any event within thirty (30) Business Days) if it is approached by any such University Partner with a proposal to provide advertising services that could reasonably be viewed as conflicting with or circumventing Native's rights under this Agreement, and shall provide reasonable details of any such approach on request.

12. Data Privacy

12.1. Compliance with Data Privacy Laws. Each party shall at all times comply with all applicable Data Privacy Laws in relation to any personal information processed in connection with this Agreement. In particular, the Buyer and Native shall each ensure that any personal information they collect, disclose, or otherwise process for the purposes of the Advertising Campaign is processed lawfully and in a transparent manner, and that they have obtained all necessary consents or have another valid legal basis for such processing.

12.2. Data Provided by Buyer. The Buyer represents and warrants that any personal information that it provides to Native in connection with the Advertising Campaign has been collected and disclosed to Native in compliance with Data Privacy Laws. The Buyer shall ensure that any individuals whose personal information is provided to Native have been given any notices and, if required, have given any consents necessary under Data Privacy Laws to allow Native to use that personal information for the purposes of fulfilling this Agreement. The Buyer shall indemnify, defend, and hold harmless Native for any losses arising from breach of the foregoing warranty.

12.3. State Privacy Law Compliance. To the extent that any applicable state comprehensive privacy law (including the CCPA, the Texas Data Privacy and Security Act, the Utah Consumer Privacy Act, or any comparable state law) applies to the processing of personal information under this Agreement: (a) the parties anticipate that each party will act as an independent data controller or "business" (or the equivalent designation under the applicable law) with respect to any personal information it processes in the ordinary course of the Advertising Campaign; (b) to the extent that Native processes personal information on behalf of the Buyer, Native shall act as a "service provider," "processor," or equivalent (as defined in the applicable law) and shall process such personal information only for the specific business purposes set out in this Agreement, shall not sell or share (as those terms are defined in the applicable law) any such personal information, and shall not retain, use, or disclose such personal information for any purpose other than performing the Advertising Services or as otherwise permitted by the applicable law; and (c) before any such processing commences, the parties shall enter into a data processing addendum that meets the requirements of the applicable law.

12.4. Data Security. Each party shall implement and maintain reasonable and appropriate technical and organizational security measures (consistent with industry standards) to protect any personal information processed in connection with this Agreement against unauthorized or unlawful processing and against accidental loss, destruction, or damage. Each party shall notify the other without unreasonable delay upon becoming aware of any data breach (as defined by applicable Data Privacy Laws) that is likely to impact the other party or any individuals in relation to the Advertising Services, and shall provide reasonable cooperation to the other party in addressing any such breach, including as may be required under any applicable state or federal data breach notification law (such as California Civil Code section 1798.82, Texas Business and Commerce Code Chapter 521, or any comparable statute).

12.5. Assistance and Cooperation. The Buyer and Native shall each reasonably assist the other in responding to any verifiable consumer request, data subject access request, or other legally binding request from an individual to exercise their rights under any applicable Data Privacy Law, and in dealing with any formal inquiries or investigations from a competent data privacy or consumer protection authority, to the extent such request or inquiry relates to the Advertising Services and the other party's data. Each party shall also provide the other with the contact details of a person responsible for data privacy compliance in connection with this Agreement.

13. Confidentiality

13.1. Definition of Confidential Information. For the purposes of this Agreement, "Confidential Information" means any information (whether communicated orally, in writing, electronically, or in any other form) that is disclosed by or on behalf of one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement, and that is identified as confidential or is by its nature or the circumstances of disclosure reasonably understood to be confidential. Confidential Information includes, without limitation, the terms and pricing of this Agreement and any Order Form, any non-public information relating to a party's business strategies, plans or operations, the Buyer's or Advertiser's marketing or campaign plans, any reports or results data from the Advertising Campaign, Native's techniques, methodologies, software or platforms used in delivering the Advertising, and any personal information or other proprietary or sensitive information concerning a party's business, finances, customers, or partners.

13.2. Exclusions. Information shall not be deemed Confidential Information to the extent that the Receiving Party can demonstrate that such information: (a) is or becomes generally available to the public other than through a breach of this Section 13 by the Receiving Party; (b) was already known to the Receiving Party on a non-confidential basis before disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records; (c) is lawfully disclosed to the Receiving Party by a third party who is not bound by an obligation of confidentiality to the Disclosing Party; or (d) was independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information.

13.3. Obligations of Confidentiality. The Receiving Party shall hold all Confidential Information in strict confidence and shall use such information solely for the purpose of exercising its rights or performing its obligations under this Agreement. The Receiving Party shall not disclose the Disclosing Party's Confidential Information to any third party except as permitted in Section 13.4 or with the Disclosing Party's prior written consent. The Receiving Party shall exercise at least the same degree of care to protect the confidentiality of the Disclosing Party's Confidential Information as it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care.

13.4. Permitted Disclosures. Notwithstanding Section 13.3, the Receiving Party may disclose Confidential Information of the Disclosing Party: (a) to those of its (or its Affiliate's) employees, officers, professional advisors, or contractors who need to know the information for the purposes of this Agreement, provided that each such recipient is bound by confidentiality obligations at least as protective as those in this Agreement (and the Receiving Party shall remain responsible for any unauthorized disclosure by such recipients); (b) if and to the extent disclosure is required by law, court order, subpoena, or by any governmental or regulatory authority, provided that (to the extent legally permitted) the Receiving Party gives prompt written notice to the Disclosing Party of such requirement to allow the Disclosing Party to seek a protective order or other appropriate remedy; or (c) in the case of Native, to any university, student organization, or other delivery partner of Native, to the extent reasonably necessary to protect the welfare of students, comply with campus access policies, or explain the suspension, withdrawal, or termination of an Advertising Campaign under this Agreement or Native's Code of Conduct.

13.5. Return or Destruction. Upon the earlier of (i) termination of this Agreement or (ii) a written request by the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party, or at the Disclosing Party's option destroy, all documents, Advertiser Materials, and materials (in any medium) containing the Disclosing Party's Confidential Information that are in the Receiving Party's possession or control, and, upon request, certify in writing that it has done so. Notwithstanding the foregoing, the Receiving Party may retain one secure copy of the Confidential Information for the sole purpose of and for so long as required by any applicable law, regulation, or its legitimate internal record-keeping or compliance policies, provided that any Confidential Information so retained remains subject to the confidentiality obligations of this Agreement.

13.6. Duration. The obligations in this Section 13 shall commence on the Effective Date of the Agreement (or, if any Confidential Information was exchanged in anticipation of this Agreement, from the time of first disclosure) and shall continue for a period of five (5) years following the termination or expiration of this Agreement. Any Confidential Information that qualifies as a trade secret under the Defend Trade Secrets Act of 2016 (18 U.S.C. section 1836 et seq.) or any applicable state trade secrets statute shall remain subject to confidentiality obligations for so long as it retains its status as a trade secret under applicable law.

13.7. Publicity. Neither party shall issue any press release or public announcement concerning the detailed terms of this Agreement, any Order Form, or specific Advertising Campaign outcomes without the other party's prior written approval. Notwithstanding this restriction, Native shall be entitled to identify the Buyer (and Advertiser, if applicable) as a client and generally describe the Advertising Campaign (including publishing case studies or summary campaign information) in Native's marketing materials, website, credentials, proposals, and pitch presentations. Native will not disclose commercially sensitive or confidential details without the Buyer's consent.

14. Miscellaneous

14.1. Notices. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and delivered to the respective party's address or email specified in the Order Form (or to such other address or email as that party may notify to the other in writing from time to time). Notices delivered by hand or by courier will be deemed received at the time of delivery. Notices sent by certified or registered mail (return receipt requested, postage prepaid) will be deemed delivered on the fifth (5th) Business Day after mailing. Notices sent by email will be deemed received on the day of transmission, provided that no bounce-back or delivery failure message is received; if an email is transmitted outside of normal business hours (after 5:00 pm Eastern Time on a Business Day or on a non-Business Day), it shall be deemed received on the next Business Day.

14.2. Entire Agreement; Precedence of MSA. This Agreement (comprising the Order Form together with these Terms and Conditions) constitutes the entire agreement between the Buyer and Native with respect to its subject matter, and supersedes all prior discussions, correspondence, arrangements or understandings between them relating to the same. The Buyer acknowledges that, in entering into this Agreement, it has not relied on any statement, representation, warranty or understanding (whether written or oral) that is not expressly set out in this Agreement. If the Parties have entered into a Master Services Agreement that is valid and applicable to the Advertising Services, then the terms of that Master Services Agreement shall apply to the extent of the Advertising Services and shall prevail over these Terms and Conditions in the event of any conflict or inconsistency. In all other cases, these Terms and Conditions (together with the Order Form) shall govern and prevail.

14.3. Amendment. No amendment or modification of this Agreement shall be effective unless it is in writing and signed by duly authorized representatives of both the Buyer and Native. This requirement for a signed writing shall apply equally to any waiver of any right or remedy under this Agreement.

14.4. Assignment. Neither party may assign, transfer, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, Native may assign or transfer this Agreement (in whole or in part) to any acquirer of all or substantially all of Native's business or assets to which this Agreement relates, or to any of its Affiliate companies, provided that Native shall remain liable to the Buyer for obligations existing as of the date of transfer.

14.5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision (or the offending part thereof) shall be deemed deleted or modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement shall continue in full force and effect. Any modification to or deletion of a provision under this Section shall apply only in the particular jurisdiction and circumstances in which such determination is made.

14.6. No Waiver. A failure or delay by either party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that (or any other) right or remedy, nor shall it preclude or restrict any further exercise of that (or any other) right or remedy. A single or partial exercise of any right or remedy shall not preclude or restrict the further exercise of that right or remedy. To be effective, any waiver of any term, provision or right under this Agreement must be made in writing and signed by the party granting the waiver.

14.7. Force Majeure. Neither party shall be in breach of this Agreement or liable for any delay in performing, or failure to perform, any obligation (other than an obligation to pay money) if such delay or failure is due to a Force Majeure Event. The party affected by the Force Majeure Event shall as soon as reasonably practicable notify the other party in writing of the nature and expected duration of the Force Majeure Event and take reasonable steps to mitigate its effect. If a Force Majeure Event continues for a period exceeding thirty (30) days and substantially prevents performance of this Agreement, either party may terminate this Agreement upon written notice to the other.

14.8. Independent Contractors. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, joint venture, association or fiduciary relationship between the parties. Each party is acting as an independent contractor. Except as expressly provided in this Agreement, neither party is authorized to act as agent for, bind, or incur any obligations on behalf of the other party.

14.9. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing in this Agreement is intended to or shall confer any rights or remedies upon any person or entity other than the parties.

14.10. Governing Law. This Agreement and any dispute or claim (including any dispute or claim in tort, statute, or otherwise) arising out of or in connection with it or its subject matter shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflict of laws principles.

14.11. Jurisdiction. Any legal action or proceeding arising under or in connection with this Agreement shall be brought exclusively in the state or federal courts located in the State of Delaware, and the parties irrevocably consent to the personal jurisdiction and venue of such courts.

14.12. Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

14.13. Attorneys' Fees. In any action or proceeding to enforce any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, in addition to any other relief to which it may be entitled.

14.14. Counterparts. This Agreement may be executed in counterparts (including by electronic signature), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.