LEGAL TERMS AND CONDITIONS FOR INSERTION ORDERS – IN-STORE SIGNAGE

These terms and conditions (“Terms”) together with the fully executed Insertion Order (“Insertion Order”) constitute a binding agreement (“Agreement”) between Inmar Brand Solutions, Inc. (“Inmar”), and the entity signing the Insertion Order (“Advertiser”). In the event of any conflict between the Insertion Order and the Terms, the Terms will govern. The Agreement will become effective upon execution of the Insertion Order by both parties.

1. Inmar and Advertiser agree to the following for in-store media placement (“Advertisement(s)”):
   • 1.1. Inmar Obligations: Inmar agrees to perform the following functions on a timely basis if Advertiser completes all required fields of the Details section of the Insertion Order:
     1. Inmar will work with Advertiser to produce signage on which to place each new Advertisement based on the information provided in each Insertion Order and resolve any discrepancies between the retailer and Advertiser.
     2. Inmar will provide Advertiser with applicable reporting data pertaining to Advertiser's Advertisements that have been placed at a retailer’s stores to the extent permitted by the retailer.
     3. Inmar agrees that, during the defined cycle time while the Advertisements described in the Insertion Order is in place, Inmar will not place Advertisements on in-store signage at the designated retailer’s stores in the defined category for any other advertiser for that same tactic if category exclusivity applies.  Advertiser acknowledges and agrees that the retailer retains the right to place Advertisements promoting its own private label products in any category at any time.
     4. Inmar will install the signage containing the Advertisements within two weeks of the agreed-upon installation date.
   • 1.2. Advertiser Obligations:  Advertiser agrees to perform the following functions in a timely manner:
     1. Advertiser will provide creative assets to Inmar for placement of the Advertisements in the stores of the retailer indicated on the Insertion Order. Advertiser will provide to Inmar content and/or copy for particular Advertisements which includes, but is not limited to, artwork and product information for each Advertisement included in each Insertion Order at least sixty (60) days prior to the installation date unless otherwise agreed upon. Advertiser represents and warrants that, once Advertiser has submitted artwork for an Advertisement, all artwork and all intellectual property included in such artwork, including, but not limited to, trademarks, logos or copyright materials, have been duly approved and authorized for publication by the appropriate party. Advertiser shall indemnify and hold Inmar harmless from any and all claims arising from any failure of Advertiser to obtain such approvals and authorizations or in connection with any violation of any such intellectual property rights related to any use, distribution or publication as contemplated herein.
     2. Advertiser will adhere to all applicable rules and regulations outlined by Manufacturer and retailer and must provide Inmar any terms and conditions as provided by Manufacturer along with any retail participant limitations or geographic constraints.
     3. Advertiser, if different than the Manufacturer, will notify Manufacturer of liability for Advertisements. Advertiser, if different than Manufacturer, must receive proof of such Advertisement approval from Manufacturer regarding such liability in writing or email.
     4. Advertiser will ensure all retailer trademarks, logos, copyright materials  included in the Advertisements, if any, are displayed to according to retailer guidelines and subject to the retailer’s express written permission. In the event of any breach of a retailer's guidelines, Advertiser must correct and adhere to such guidelines or refrain from use of such retailer information.
     5. Advertiser is at all times solely responsible for ensuring that each Advertisement is lawful and compliant with all applicable laws, rules and regulations. Advertiser shall not include any libelous, threatening, obscene, profane, vulgar, defamatory, pornographic, indecent, inflammatory, tortious, racially objectionable, hate-related, violent, or unlawful content in the Advertisements.  Without limiting the foregoing, Advertiser agrees that, to the extent required by applicable law, Advertiser shall ensure that notices of Advertisements are timely provided to any required governmental authorities, and shall otherwise procure such consents, licenses or approvals necessary to publish and process each Advertisement.
     6. Advertiser will submit any modifications to any existing Insertion Order to Inmar, in writing. No verbal modifications or deletions will be accepted by Inmar.
2. Fees:  Advertiser agrees to the following: 
   • 2.1. Advertiser agrees to pay Inmar based on the pricing section of each applicable Insertion Order.  Fees for additional services requested or required by Advertiser will be subject to Inmar's then current pricing for such services (supplemental price list available upon request). Examples of "additional services" include, but are not limited to, rush orders, special billing, and Advertisement cancellation.
   • 2.2. Advertiser, if different than the Manufacturer, represents and warrants that Advertiser has approval from Manufacturer to publish each Advertisement on each Insertion Order and has approval from Manufacturer that Manufacturer will pay all fees associated with said Advertisement. Manufacturer agrees to make payment of such amounts associated with said Advertisement in case Advertiser/Agency defaults with reimbursement of such amounts.
3. Payment of Fees: 3.1. Inmar will invoice Advertiser for fees due ("Inmar Invoice"), as set forth in each applicable Insertion Order. 3.2. Should Advertiser fail to remit payment on an Inmar Invoice by the due date as set forth in each Insertion Order, Inmar will attempt to notify the Advertiser of the delinquent amount. If Advertiser fails to provide full payment within thirty (30) days of the Inmar Invoice due date, Inmar may, at its option, remove the signage containing the Advertisements.  Manufacturer agrees to pay such delinquent amount if Advertiser defaults on payment of such fees to Inmar.
4. Miscellaneous:
   • 4.1. Confidentiality.  Both parties recognize the confidential nature of the information shared in the Insertion Order. Both parties agree to maintain the confidentiality of such information and to use it only as set forth herein. Each party further agrees that the confidential information shall not be disclosed to any third party, except that a receiving party may disclose the confidential information or portions thereof to those of its directors, officers, employees, and representatives who need to know such confidential information for the purpose of the relationship between the parties.  Notwithstanding the foregoing, Advertiser acknowledges and agrees that Inmar has the right to disclose information about the Advertisements to the applicable retailer and to subcontractors and vendors that Inmar utilizes to produce and install the Advertisements.
   • 4.2. Intellectual Property and Data.
     1. Intellectual Property. Each party shall own and continue to own all rights it may have in intellectual property developed, invented, gathered, or created by it before or during the term of each Insertion Order. Except for the license grant set forth in the immediately succeeding paragraph, each Insertion Order shall not be construed to grant to either party any right, title, or interest in any intellectual property rights owned by the other party. Without limiting the foregoing, all intellectual property rights, title, and interest in the methodology, technology, and know-how that Inmar uses to perform the services under each Insertion Order, including all enhancements and improvements thereto, are and shall remain the exclusive property of Inmar.
     2. Advertiser hereby grants to Inmar a non-exclusive, royalty-free license to reproduce, display and distribute (and, as applicable, digitally transmit) all materials and information provided by Advertiser (collectively “Advertiser Materials”), including, without limitation, any logos or other trademarks provided by Advertiser, for purposes of publishing or otherwise supporting the Advertisement. Advertiser warrants that it has all necessary rights in the Advertiser Materials that it provides to Inmar, and that Inmar’s exercise of the licenses granted in this paragraph will not infringe the intellectual property rights of any third party.
     3. Data Usage. Data collected or generated by Inmar in the performance of the services and held by Inmar in a form that is identifiable to Advertiser shall be the property of Advertiser (“Advertiser Data”). Inmar shall have a perpetual, royalty-free, non-exclusive license to use Advertiser Data to perform the services, and to aggregate, or otherwise manipulate, or create derivative works from, Advertiser Data in a form that is not identifiable to Advertiser. Advertiser agrees that it will not disclose or transmit any data generated by Inmar in the performance of the services to any third party without the prior written consent of Inmar.
   • 4.3. Disclaimer of Warranties.  EXCEPT AS OTHERWISE PROVIDED IN EACH INSERTION ORDER, INMAR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES PROVIDED BY IT, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AGAINST INFRINGEMENT, THAT SUCH SERVICES WILL BE UNINTERRUPTED OR ERROR FREE AND ANY WARRANTY ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT AS OTHERWISE PROVIDED IN EACH INSERTION ORDER, THE SERVICES PROVIDED BY INMAR ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. IN NO EVENT WILL INMAR BE LIABLE TO ADVERTISER OR MANUFACTURER FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOSSES, OR COSTS (INCLUDING LEGAL FEES AND EXPENSES), OR LOST TIME, SAVINGS, PROPERTY, PROFITS, DATA, OR GOODWILL, WHICH MAY ARISE IN CONNECTION WITH THE SERVICES PROVIDED BY INMAR, REGARDLESS OF THE FORM OF CLAIM OR ACTION, EVEN IF INMAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR COSTS.
   • 4.4. Limitation.  Unless otherwise limited herein, the liability of Inmar to Advertiser or Manufacturer under each Insertion Order or otherwise, regardless of the form of claim or action, will not exceed the fees actually paid by Advertiser or Manufacturer to Inmar for services provided by Inmar under such Insertion Order.
   • 4.5. Indemnification.
     1. Inmar agrees to defend and indemnify Advertiser, its affiliates, and its and their respective officers, directors, employees and agents from and against any and all damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees and court costs) (collectively “Expenses”) arising from any claim brought against Advertiser by a third party (i) alleging that the Data Portal infringes the intellectual property rights of such third party, or (ii) alleging that Advertiser is responsible for damages to such third party resulting from the gross negligence or willful misconduct of Inmar in performance of the services, provided that, notwithstanding the foregoing, Inmar will have no obligation or liability under this paragraph with respect to any third-party claim to the extent that it arises in connection with any matter for which Advertiser is required to provide indemnity pursuant to the following Section 4.5.b.
     2. Advertiser agrees to defend Inmar, its affiliates, and its and their respective officers, directors, employees and agents from and against any and all Expenses (i) arising from Advertiser’s failure to fulfill its obligations under Sections  1.2.d., or 1.2.e., or (ii) arising from any claim brought against Inmar by a third party alleging that Inmar is responsible for damages to such third party resulting from the gross negligence or willful misconduct of Advertiser, provided that Advertiser will have no obligation or liability under this paragraph with respect to any third- party claim to the extent that it arises from Inmar’s material failure to comply with agreed-upon parameters in the publication of any Advertisement.
     3. As a condition of each party’s obligations under this Section 4.5, the party seeking defense and/or indemnity (the “Indemnitee”) shall (i) promptly notify the other party (the “Indemnitor”) upon becoming aware of any claim for which indemnity is or may be due, (ii) authorize the Indemnitor, in a signed writing, to conduct and control the defense and any related settlement negotiations in connection with the relevant claim, without interference, and (iii) provide such information and assistance that the Indemnitor reasonably requests in connection with such defense and settlement negotiations. The Indemnitor will permit counsel of the Indemnitee’s choice, at the Indemnitee’s expense, to consult and participate in the defense of the relevant claim. The Indemnitee will not settle the relevant claim, nor make prejudicial statements about the dispute, without the Indemnitor’s prior written consent. The Indemnitor will not settle the relevant claim unless the settlement constitutes a complete release of claims, without admission of fault on behalf of the Indemnitee and without imposition of obligations upon the Indemnitee.
   • 4.6. Governing Law/Jurisdiction. This Insertion Order shall be governed by and construed in accordance with the laws of the State of North Carolina, without reference to the conflict of law rules of such state. The parties hereto irrevocably agree that any legal action or proceeding with respect to this Agreement shall be brought exclusively in the courts in the State of North Carolina, and further agree to submit to the jurisdiction and venue of such courts.
   • 4.7. Modification.  These Legal Terms and Conditions for Insertion Orders are incorporated by reference into the Insertion Order. Each Insertion Order may not be modified except by mutual agreement in writing or electronic form.