RELAY

1.1 Service. Relay delivers end-to-end viral video content creation and distribution services as further described in an Order Form (the "Services").

1.2 Deliverables. In performing the Services, Relay will produce content, media, reports or other deliverables for Customer's use ("Deliverables").

1.3 Relay Software. While delivering the services, Relay may utilize or make available to Customer Relay's proprietary web-based software platform, including all associated applications, tools, dashboards, databases, and user interfaces (the "Relay Software").

2.1 Structure of Agreement. The Agreement is comprised of: (a) these terms and conditions; (b) one or more order forms entered into pursuant to this Agreement, which set out the Services to be provided (an "Order Form"); and (c) all other documents signed by both Parties with respect to the Services.

2.2 Order of Precedence. In the event of conflict or inconsistency, the following order of precedence shall apply: (i) the applicable Order Form, (ii) this Agreement, and (iii) any ancillary policies or Exhibits.

3.1 Customer Data. Customer or its users may submit, upload, or otherwise make available data, information, and materials in connection with the Services ("Customer Data"). Customer retains ownership of Customer Data, subject to the licenses granted herein.

3.2 License to Relay (Customer Data). Customer acknowledges and agrees that, by using the Services, it will make available Customer Data to Relay. Customer hereby grants to Relay a limited, worldwide, royalty-free, non-exclusive license to use, process, store, and transmit Customer Data solely as necessary to provide the Services to Customer.

4.1 Definition. For purposes of this Agreement, "Intellectual Property Rights" means all intellectual property and proprietary rights under applicable law, including but not limited to patents, copyrights, trademarks, trade secrets, database rights, and other similar rights, whether registered or unregistered.

4.2 Relay Ownership. Relay shall retain all right, title, and interest in and to its Intellectual Property Rights. Without limiting the foregoing, Relay retains ownership of the Services, the Relay Software, the Deliverables, Relay's Pre-Existing IP, and all related technology.

4.3 License Grant. Subject to the terms and conditions of this Agreement and payment of applicable fees, Relay hereby grants to Customer during the Term of this Agreement a limited, non-exclusive, non-transferable, revocable license to access and use the Relay Software and the Deliverables as made available to Customer in connection with the Services solely for the purpose of receiving the Services, and to use, reproduce, display, and distribute any content produced by Relay for Customer under this Agreement in Customer's paid advertising campaigns and organic marketing channels for Customer's own business purposes. For greater certainty, the license granted herein with respect to content shall terminate upon expiration or termination of this Agreement, and Customer shall have no further right to use the Deliverables thereafter.

4.4 Pre-Existing Intellectual Property. Relay retains all right, title, and interest in and to all intellectual property owned or developed by Relay prior to or independently of this Agreement, including all software, algorithms, models, templates, frameworks, workflows, methodologies, processes, tools, and know-how ("Pre-Existing IP"), and any improvements, modifications, or derivative works thereof that are generic in nature shall be owned by Relay and deemed Pre-Existing IP. To the extent Relay incorporates any Pre-Existing IP into the Deliverables, Relay grants Customer a limited, non-exclusive, non-transferable license to use such Pre-Existing IP solely to use the Deliverables.

4.5 De-Identified Data. Notwithstanding anything in this Agreement to the contrary, Relay may create De-Identified Data. "De-Identified Data" means data derived from the Services stripped of identifiers such that it does not identify Customer or any individual. De-Identified Data may include technical, usage, performance, and any other statistical information collected by Relay when Customer receives the Services. Relay owns all right, title, and interest in and to the De-Identified Data, and may use such data for any lawful purpose, including research, improvement of the Services, development of new products, training proprietary algorithms or models, data analytics, and other commercial purposes.

4.6 Feedback. Customer hereby assigns to Relay all right, title, and interest in and to any feedback, suggestions, recommendations, or ideas provided by Customer regarding the Services.

4.7 Trademarks. Customer hereby grants Relay a limited, revocable, non-exclusive, non-sublicensable, non-transferable, and royalty-free license during the Term to use its logos and trademarks, solely, as necessary in connection with the delivery of the Services under this Agreement.

4.8 Restrictions. Except as expressly permitted under this Agreement, no license or other rights are granted to Customer in respect of Relay's Services, Deliverables, or other proprietary rights.

5.1 Restrictions on Use of Relay Software. Except as expressly permitted in this Agreement, Customer shall not, (i) provide access to, disclose, sublicense, or reproduce the Relay Software or Deliverables to any third party, except as necessary in the ordinary course of Customer's business; (ii) modify or reverse engineer the Relay Software; (iii) resell, distribute, or sublicense the Relay Software or Deliverables, as a standalone product or service; (iv) use the Relay Software or Deliverables in a manner that implies or constitutes a substitute for Customer's own compliance, regulatory, or professional obligations; or (v) use the Relay Software or Deliverables for any unlawful, fraudulent, or malicious purpose, including violating any applicable law relating to employment discrimination, fair hiring practices, or bias in recruitment processes.

5.2 Customer Data. Customer is solely responsible for the accuracy, quality, integrity, legality, and reliability of all Customer Data. Customer represents and warrants that it has all necessary rights, consents, and authorizations to provide Customer Data to Relay. Customer shall ensure that Customer Data, and any materials provided through the Services do not infringe, misappropriate, or violate any rights of third parties, or contain unlawful, libelous, or otherwise objectionable content. Customer shall comply with all applicable laws, rules, and regulations relating to its use of the Services. Customer is solely responsible for its use of the Relay Software and the Deliverables and Relay shall not be responsible or liable for Customer's non-compliance with applicable laws, third-party platform policies, or other obligations regarding any such data or materials.

6.1 Fees. Customer shall pay the fees specified for all Services in Order Form. All payments are to be made in US dollars and without setoff or deduction. All Fees are non-refundable.

6.2 Invoicing & Payment Terms. Fees shall be invoiced in accordance with each Order Form via the method of payment provided for therein. Except as otherwise specified in an applicable Order Form, invoices are due and payable within thirty (30) days of the invoice date.

6.3 Late Payment. If any invoice is not paid when due, Relay may charge interest on the outstanding amount at the lesser of 1.5% per month or the maximum rate permitted by law, from the applicable due date until paid.

6.4 Taxes. All fees are exclusive of any sales tax, use tax, withholding tax, or other applicable transaction taxes. Customer is responsible for all such taxes and Relay may invoice Customer for sales, use, value added, goods, services, or similar taxes directly attributable to Customer's receipt of Services under this Agreement.

6.5 Payment Suspension & Termination. Relay reserves the right to suspend the Services until all overdue amounts (and accrued interest) are paid. If Customer fails to pay undisputed amounts within fifteen (15) days after written notice, Relay may terminate the applicable Order Form (in whole or in part) and/or this Agreement.

7.1 Definition. "Confidential Information" means any and all data or information including the terms of this Agreement, the Customer Data, specifications, documents, correspondence, research, software, web logs, trade secrets, discoveries, ideas, know-how, designs, drawings, product information, technical information, credentials and all information concerning the operations, affairs and businesses of a Party, the financial affairs of a Party and the relations of a Party with its customers, employees and service providers which is disclosed or made available (in any format) by such Party (the "Disclosing Party") in connection with the Agreement to the other party (the "Receiving Party"). The terms of the Agreement are deemed Confidential Information (including all fees).

7.2 Confidentiality Obligations. The Receiving Party shall hold in strict confidence any Confidential Information under the same degree of care as it normally protects its own confidential information, but in no case less than a reasonable degree of care. The Receiving Party shall not use Confidential Information of the Disclosing Party for any purpose other than as required under this Agreement and shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and advisors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information in cases where (i) the information is made public through no fault of or contribution by the Receiving Party; (ii) the information was made available to the Receiving Party by a third party that was legally in possession thereof and was free to disclose same; (iii) the information was independently developed without access to or knowledge of the Confidential Information; or (iv) this disclosure was required by law or a court order, provided that the Receiving Party gives the Disclosing Party enough advance warning of this requirement so as to give the latter enough time to adopt whatever measures may be needed to avoid or limit the disclosure.

7.3 Publicity. Relay may use Customer's name and logo in its Customer lists, marketing materials, and website. Customer may revoke this consent at any time upon written notice to Relay.

8.1 Mutual Representations and Warranties. Each Party represents and warrants that: (i) it has the full right, power and authority to enter into this Agreement, grant the licenses set forth herein and to discharge its obligations hereunder; and (ii) the execution and delivery of this Agreement and the performance of its obligations hereunder does not and will not violate any agreement to which it is a party or by which it is or will be otherwise bound.

8.2 General Exclusions. THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RESULTS OR WARRANTIES FROM A COURSE OF DEALING OR USE OF TRADE. ANY INFORMATION PROVIDED THROUGH THE SERVICES IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CUSTOMER ACKNOWLEDGES THAT IT IS RESPONSIBLE FOR ENSURING ITS OWN COMPLIANCE WITH APPLICABLE LAWS, REGULATIONS, AND STANDARDS.

8.3 Third-Party Platforms; Creators. The Services may involve the use of or interactions with third-party platforms, social media networks, and independent content creators, none of which are under Relay's ownership or control. Relay does not guarantee any specific level of views, impressions, engagement, or other performance metrics, and shall not be liable for any action or inaction by a third-party platform (including algorithm changes, content removal, or account suspension) or by any creator. Creators engaged by Relay are independent contractors of Relay and are not employees or agents of Relay or Customer. Customer is solely responsible for ensuring its use of Deliverables complies with applicable platform policies and advertising regulations, including any requirements relating to AI-generated content disclosures.

9.1 Indemnification by Customer. Customer shall indemnify, defend, and hold Relay harmless from and against any and all claims, demands, actions, or proceedings brought by a third party, and all resulting damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to: (i) Customer Data, including any allegation that Customer Data infringes, misappropriates, or otherwise violates any Intellectual Property Rights, privacy rights, or other rights of a third party; (ii) Customer's use of the Relay Software or Deliverables, in breach of this Agreement; or (iii) Customer's violation of applicable laws, rules, or regulations (including data protection and privacy laws) in connection with the Services.

9.2 Indemnification by Relay. Relay shall indemnify, defend, and hold Customer harmless from and against any claim, demand, action, or proceeding brought by a third party to the extent alleging that the Relay Software or Deliverables, when used by Customer as permitted under this Agreement, infringe, misappropriate, or otherwise violate such third party's rights (a "Third Party IP Claim").

9.3 Remedies. In the event of any Third Party IP Claim, Relay may, at its option and expense: (i) procure for Customer the right to continue using the affected component of the Relay Software or Deliverables; (ii) replace or modify the affected component of the Relay Software or Deliverables so that they are non-infringing while maintaining materially equivalent functionality; or (iii) if neither (i) nor (ii) is commercially reasonable, provide Customer with a pro-rata refund of prepaid fees for the affected component of the Relay Software for the remainder of the Term, provided that Customer discontinues use of such affected component.

9.4 Exclusions. Relay's indemnification obligation shall not apply to any Third Party IP Claim to the extent resulting from: (i) Customer's use of the Relay Software in material breach of the applicable use rights or restrictions under this Agreement; (ii) unauthorized modifications to the Relay Software made by Customer; (iii) Customer's use of the Relay Software in combination with third-party products or services that are neither supplied nor approved by Relay nor reasonably intended or required in order to access or use the Relay Software, where the Third Party Claim is predominantly directed to infringing aspects of such third-party products or services and would not have arisen but for such combination; or (iv) Customer's instructions.

9.5 Indemnification Procedure. A Party invoking the indemnification right hereunder (the "Indemnified Party") shall promptly notify the other Party (the "Indemnifying Party") in writing upon knowledge of any claim for which it may be entitled to indemnification under this Agreement. The Indemnified Party must permit the Indemnifying Party to have the sole right to control the defense and settlement of any such lawsuit (provided that the Indemnified Party may opt to participate in the defense at its own expense). The Indemnified Party must provide assistance to the Indemnifying Party in the defense of such a lawsuit, at the Indemnifying Party's cost and expense. The Indemnifying Party must not enter into any settlement agreement or otherwise settle any such claim or lawsuit that does not contain a full and final release of all claims against or a settlement with any admission of fault without the Indemnified Party's express prior consent or request.

9.6 Sole Remedies. This Section 9.6 sets forth Customer's sole and exclusive remedies, and Relay's entire liability, for any Third-Party IP Claim.

10.1 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOSS OF PROFITS, REVENUES OR INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER AND REGARDLESS OF THE FORM OR CAUSE OF ACTION, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OTHER THAN EACH PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 AND OTHER THAN EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO CASE SHALL EITHER PARTY'S LIABILITY WITH RESPECT TO ANY AND ALL INCIDENTS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED IN THE AGGREGATE THE FEES PAID BY CUSTOMER UNDER THE ORDER FORM UNDER WHICH THE CLAIM AROSE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY. IT IS AGREED THAT THIS LIMITATION OF LIABILITY DOES NOT RELIEVE CUSTOMER OF THE OBLIGATION TO PAY FEES AND THE OTHER AMOUNTS PAID TO RELAY, PLUS ANY APPLICABLE TAXES.

11.1 Agreement Term. This Agreement commences on the Effective Date and continues until all terms under all Order Forms have expired or have been terminated (the "Term").

11.2 Termination for Cause. Either Party may terminate this Agreement or any Order Form upon written notice if: (a) the other Party commits a material breach of this Agreement or Order Form (as applicable), and fails to cure such breach within thirty (30) days after receipt of written notice; or (b) the other Party becomes insolvent, makes an assignment for the benefit of creditors, has a receiver appointed, or becomes the subject of bankruptcy or similar proceedings that are not dismissed within thirty (30) days.

11.3 Effects of Termination or Expiration. (a) Upon expiration or termination of this Agreement, all Order Forms shall automatically terminate, unless otherwise agreed by the Parties in writing. (b) Upon expiration or termination of an individual Order Form, Relay's obligation to perform the Services specified in that Order Form shall immediately cease. (c) Customer shall promptly pay any fees accrued but unpaid as of the termination or expiration date, including all fees through the end of the applicable Order Form term, unless such termination is by Customer for Relay's uncured material breach. (d) Customer shall immediately cease all use of the Deliverables for any purpose, including in any paid advertising campaigns and organic marketing channels. (e) Each Party shall return or destroy the other Party's Confidential Information within thirty (30) days of termination or expiration, subject to customary recordkeeping or legal retention requirements.

11.4 Survival. The provisions of Sections 4 (Intellectual Property), 5 (Customer Obligations), 6 (Fees and Payment), 7 (Confidentiality), 9 (Indemnification), 10 (Limitation of Liability), and 11 (Term and Termination), together with any other provisions which by their nature are intended to survive, shall survive termination or expiration of this Agreement.

12.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to all the matters herein and supersedes all prior agreements, proposals, understandings, letters of intent, negotiations and discussions between the Parties, whether oral or written. Relay may update or amend these Terms on thirty (30) days' written or electronic notice. Continued access to the Services after the notice period constitutes acceptance of the updated Terms. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then such provisions shall be read down so as to not be invalid or unenforceable. The remaining provisions of this Agreement shall remain unaffected.

12.2 Notice. For Relay, notices will be sent to justin@kineticapps.io. For Customer notices will be sent to the email address of their undersigned representative. For notices sent by email, the date of receipt will be deemed the date on which such notice is transmitted.

12.3 Jurisdiction. This Agreement shall be exclusively governed by the laws of New York (and all federal laws applicable therein). The Parties irrevocably attorn to the exclusive jurisdiction of the courts of New York County, New York in respect of all matters and disputes arising hereunder.

12.4 Assignment and Delegation. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party's prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other Party's consent to its affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

12.5 Independent Contractor. It is expressly understood and agreed that each Party shall be acting as an independent contractor in performing its obligations hereunder and shall not be considered or deemed to be an agent, employee, joint venture or partner of the other Party. Nothing in this Agreement shall prevent Relay from providing any services to any other person.

12.6 Waiver. No delay or omission by a Party to exercise any right or power it has under this Agreement or to object to the failure of any covenant of the other Party to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or default. All waivers must be in writing and signed by the Party waiving its rights.

12.7 Force Majeure. Neither Party shall be liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, epidemics, acts of government, labor disputes, or internet or telecommunications failures ("Force Majeure Event"). If a Force Majeure Event continues for more than thirty (30) consecutive days and materially prevents Relay from performing the Services, Customer may terminate the affected Order Form upon written notice. Provided, however, that Relay shall remain entitled to all fees accrued or payable up to the date of suspension or termination.

12.8 Counterparts. This Agreement may be executed in one or more counterparts, including by email, each of which when executed shall be deemed to be an original and all of which, taken together, shall constitute one and the same agreement.