ICUC Services Standard Terms and Conditions

1. Application of Terms. These terms and conditions (“T&Cs” or “Agreement”) apply to any social media community moderation and/or management services and related services (collectively, the “Services”) provided by ICUC/iProspect Moderation Services, Inc. or its affiliates (“Agency” or “ICUC”) to the client (the “Client”) pursuant to or in connection with the statement of work, order form, estimate, invoice or other document to which these T&Cs are attached, or which references these T&Cs (collectively, the “Schedules”). To the extent of any conflict between these T&Cs and any Schedule, priority shall be given to these T&Cs, except to the extent a Schedule expressly states that it is intended to prevail over a specific provision of these T&Cs.

2. Services Fees. During the term of this Agreement, Client shall pay to Agency the fees and expenses (collectively the “Services Fees”) as set forth in the applicable Schedule or otherwise agreed upon in writing. Unless specified otherwise in writing in the applicable Schedule, Client shall pay the Services Fees to Agency no later than 30 days after the applicable invoice date from Agency, as instructed by Agency. Client shall be responsible for all taxes in connection with the Services (excluding taxes based on Agency’s net income). All invoices shall be deemed accepted unless disputed in good faith within 10 days after receipt thereof. If an invoice is disputed, Client shall pay the undisputed portion of the invoice when due. Late payments shall accrue interest daily following the due date at the lesser of 1.5% per month or the maximum interest allowed by applicable law. Agency reserves the right (without limiting its other rights or remedies) to suspend all Services in the event of late payment. Client shall also pay to Agency all costs and expenses, including reasonable attorney’s fees, incurred in collection of any delinquent amounts.

3. Cancellations. Client may request Agency to cancel or amend any schedules or work in progress forming part of the Services. Agency will use reasonable efforts to comply with any such request provided that Agency is able to do so within its contractual obligations to third parties. In the event of any such cancellation or amendment, Client shall promptly pay to Agency: (a) Agency’s Services Fees covering the cancelled or amended Services (calculated on a pro rata basis for the period up to the effective date of cancellation or amendment); (b) any charges, expenses or additional costs paid or payable by Agency in relation to the cancellation or amendment (including without limitation retrospective rate adjustments, cancellation charges or lower discounts from third parties); and (c) any cancellation fee specified in the applicable Schedule.

4. Credit Insurance. Agency shall be entitled to arrange and maintain (at its sole cost) credit insurance cover on its Services Fees and the expenditure incurred on behalf of Client. Where, for any reason, Client’s creditworthiness is deemed inadequate by Agency and/or this insurance cover is refused, withdrawn, revised or inadequate to cover the Services Fees and liabilities of Agency incurred or to be incurred for the benefit of Client under this Agreement, Client agrees to arrange for suitable financial guarantees to be granted to Agency or other alternative payment arrangements satisfactory to Agency. If such guarantees are unavailable or are in Agency’s opinion not sufficient to meet the commitments of Client, then Agency will invoice Client for the amount to be paid prior to commitment and such commitment shall only be made following receipt by Agency of cleared funds in payment of such invoices. If Client is unwilling and/or unable to provide advance payment or arrange for suitable (to the reasonable satisfaction of Agency) financial guarantees or other satisfactory payment arrangements, Agency shall be entitled to (i) cancel existing commitments, without being responsible for any losses or additional costs incurred by Client as a result of any such cancellation, and/or (ii) automatically suspend all of its obligations in relation to committing to further provision of Services or other expenditure under this Agreement.

5. Client’s Representations and Responsibilities. Client represents and warrants that: (a) all materials, content, data, instructions, and/or information provided by or behalf of Client, as well all content and materials provided by Agency specifically to Client that are approved by Client (collectively, “Client Content”) will be true, accurate, complete, up-to-date and shall not: (i) contain claims or representations, whether direct or implied, that are false, inaccurate, and not supportable by objective and reliable data, or (ii) otherwise be deceptive or misleading; and (b) Client Content and the use of such Client Content in accordance with this Agreement shall not be libellous or slanderous and shall comply with all applicable laws, advertising standards, guidelines or codes of practice, and shall not infringe the intellectual property rights of any other person. Client shall be responsible for the legal review and legal compliance of all Client Content and deliverables, and if applicable, obtaining any third party clearances (including without limitation trademark searches, advertising standards clearances, and media and regulatory approvals) for such Client Content and deliverables in advance of their use, publication or broadcast.

6. Intellectual Property. Except as expressly set forth in this Agreement, nothing contained herein or otherwise shall be deemed to grant to Client any right, title or interest in any Agency Intellectual Property. “Agency Intellectual Property” means the right, title and interest in and to the intellectual property and proprietary rights worldwide of Agency and its licensors, including without limitation, all copyrights, trademarks, trade names, service names, logos, patents, derivative works, modifications, algorithms, taxonomies, trade secrets and other intellectual property rights therein and thereto whether now owned or hereafter acquired or developed by Agency. Client recognizes the substantial value of publicity and goodwill associated with Agency Intellectual Property and agrees not to reverse engineer or decompile any Agency Intellectual Property.

7. Agency Warranty. Agency represents and warrants that it shall perform all Services under this Agreement and any Schedule in a competent manner in accordance with industry practices. Client’s sole recourse and remedy for any breach of this warranty shall be the prompt correction of any defect.

8. Limited Licenses; Cooperation. Client hereby grants to Agency a non-exclusive, worldwide, fully paid license (with the right to sublicense) to use, reproduce, distribute, modify, store, publicly display and publicly perform the Client Content in connection with performing its obligations under this Agreement. During the term of the Agreement, Client grants to Agency a non-exclusive, worldwide, limited license to use and reproduce Client’s trademarks, trade names and logos (collectively, “Client Marks”) in connection with marketing and promoting the Services. All use of the Client Marks shall be in accordance with Client’s trademark usage guidelines. Client grants to Agency a non-exclusive limited license to use samples of any deliverables provided by Agency to Client hereunder in Agency’s portfolio of client work (including any portfolio on an Agency website). Client also agrees to work diligently with Agency and shall perform all tasks reasonably necessary to enable Agency to provide the Services in accordance with this Agreement.

9. Termination.

9.1. Either party may terminate this Agreement (including all Schedule(s)) and/or the applicable Schedule(s) immediately on written notice to the other party if the other party breaches any material provision of the Agreement or applicable Schedule(s) and (where such breach is capable of remedy) does not remedy that breach within thirty (30) days of being required to do so in writing. If a party has a right to terminate one or more particular Schedule pursuant to this clause, it may choose either to terminate only the Schedule in question or the Agreement in its entirety.

9.2. Either party may terminate this Agreement immediately on written notice to the other party if: (i) the other party has a receiver, administrator, liquidator or provisional liquidator appointed over all or any part of its assets (or their respective equivalents in any other jurisdiction); (ii) if the other party makes an assignment for the benefit of creditors, or a proposal under the Bankruptcy and Insolvency Act (Canada) or similar filing or proposal under any other bankruptcy or insolvency legislation; or (iii) the other party is declared bankrupt or insolvent.

9.3. Either party may terminate this Agreement at any time effective upon not less than ninety (90) days’ prior written notice to the other party.

9.4. Upon termination or expiration of any agreement or arrangement for the Services between Client and Agency, Client shall assume responsibility for, and indemnify Agency in respect of, all contracts and commitments entered into by Agency on behalf of or for or the benefit of the Client, and shall pay for all Services actually rendered, prior to the effective date of termination or expiration. Upon the effective date of termination or expiration, and subject to clause 3 of these T&Cs, Client shall pay Agency an amount equal to the unpaid remaining portion of any third party commitment made by Agency and approved by Client that cannot be terminated by or before the date of such termination or expiration. For the avoidance of doubt, no termination or expiration of any agreement or arrangement for the Services between the Client and Agency shall relieve Client from the obligation to pay Agency for all Services rendered or approved out-of-pocket expenses incurred or committed to prior to such effective date of termination.

10. Confidentiality. “Confidential Information” shall mean any information of either party which is, or should be reasonably understood to be confidential or proprietary to the disclosing party, including, but not limited to, the terms and conditions of this Agreement and any information concerning or relating to: (i) the disclosing party’s proprietary technology and products, including without limitation, the Services, software, inventions, patent applications, techniques, processes, developments, algorithms, formulas, technology, designs, schematics, drawings, engineering, and hardware configuration information; and (ii) the disclosing party’s proprietary information relating to the disclosing party’s operations and business or financial plans or strategies, including but not limited to the terms and existence of this Agreement, markets, financial statements and projections, product pricing and marketing, financial or other strategic business plans or information, disclosed to the receiving party by the disclosing party, either directly or indirectly, in writing, orally, electronically, or by drawings or inspection of samples, equipment or facilities. Confidential Information shall not include information which the receiving party can demonstrate:

10.1. is known to the receiving party at the time of the disclosure by the disclosing party, as evidenced by written records of the receiving party;

10.2. has become publicly known and made generally available through no wrongful act of the receiving party;

10.3. has rightfully been received by the receiving party from a third party who is authorized by the disclosing party to make such disclosures;

10.4. was independently developed by the receiving party without any use of the Confidential Information of the disclosing party, and by employees of the receiving party who have not had access to the Confidential Information, as demonstrated by files created at the time of such independent development;

10.5. is disclosed generally to third parties by the disclosing party without restrictions similar to those contained in this Agreement; or

10.6. is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving party shall provide prompt notice of such court order or requirement to the disclosing party (unless prohibited by law) to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure (at disclosing party’s sole cost).

Each party shall treat as proprietary and shall maintain in strict confidence all Confidential Information of the other and shall not, without the express prior written consent of such other party, disclose such Confidential Information or use any such Confidential Information other than in furtherance of its obligations hereunder. A party receiving Confidential Information will restrict possession, knowledge, development and use of such information to its (and in Agency’s case only, its affiliates’) employees, agents, and subcontractors to the extent they have a need to know the information, and may not use the Confidential Information for any other reason than to perform its obligations under this Agreement, except as provided herein, without the express written consent of the disclosing party.

11. Non-Solicitation Covenant. During the term of this Agreement and for a period of one year following the delivery of any Services by Agency to Client, Client agrees that (unless prohibited by law) it shall not (a) solicit employment of, (b) offer employment to, (c) hire as an independent contractor, any employee or contractor of Agency.

12. Privacy. Unless otherwise expressly agreed between the parties in a Schedule or otherwise in writing, the parties agree that it is not their intention that Agency will access, collect, store, use or process any non-public personal information in connection with the performance of this Agreement and, in the event that Client wishes the Agency to do access, collect, store, use or process any non-public personal information on its behalf, the parties shall first enter into an appropriate form of data processing agreement mutually acceptable to the parties. Further, in such event, if Client provides any personal information to Agency, Client represents and warrants to Agency that Client will have first obtained the express consent of the relevant individuals to do so in accordance with the applicable privacy laws and shall provide satisfactory evidence of such consent to Agency, upon request.

13. WARRANTY DISCLAIMER. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AGENCY, ITS PARENT, AFFILIATES, AND ALL OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, PERSONNEL, SHAREHOLDERS, AGENTS OR REPRESENTATIVES (THE “AGENCY PARTIES”) DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO CLIENT, OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO THE SERVICES OR OTHER DELIVERABLES PROVIDED HEREUNDER, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED WARRANTY AGAINST INFRINGEMENT, AND THE IMPLIED WARRANTY OR

CONDITION OF FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. FURTHER, THE AGENCY PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION. CLIENT ACKNOWLEDGES THAT AGENCY HAS NO CONTROL OVER INFORMATION AND MATERIALS ONCE THEY HAVE BEEN PUBLISHED, RELEASED OR POSTED IN THE PUBLIC DOMAIN AS REQUESTED OR APPROVED BY CLIENT, INCLUDING, WITHOUT LIMITATION, VIA SEEDING MATERIALS ON SOCIAL NETWORKING WEBSITES, VIDEO SHARING WEBSITES, THE USE OF INTERNET-BASED “WIDGETS” OR ANY OTHER PLATFORMS THAT MAKE USE OF USER-GENERATED CONTENT. AGENCY SHALL NOT BE RESPONSIBLE FOR ENSURING THE ACCURACY OF ANY CONTENT ANY THIRD PARTY PUBLISHES INCLUDING, TEXT, PHOTOGRAPHS, AUDIO OR VIDEO OR FOR ANY OTHER THIRD PARTY ACTIONS.

14. Limitation of Liability; Indemnification.

14.1. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, COSTS OF COVER, OR THE LIKE) WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF SUCH PARTY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SAVE IN RELATION TO THE CONFIDENTIALITY OBLIGATIONS UNDER CLAUSE 10, IN NO EVENT SHALL AGENCY’S TOTAL LIABILITY TO CLIENT UNDER ANY AND ALL CIRCUMSTANCES EXCEED THE AGGREGATE SERVICE FEES (EXCLUDING FEES AND EXPENDITURE PAID OR PAYABLE TO THIRD PARTIES ON CLIENT’S BEHALF OR FOR CLIENT’S BENEFIT) PAID OR PAYABLE BY CLIENT TO AGENCY UNDER THIS AGREEMENT DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE RELEVANT CLAIM.

14.2. Client agrees to defend, indemnify and hold Agency, its affiliates and all of their directors, officers, employees, and contractors, harmless against any and all third party actions, suits, proceedings, claims, judgments, damages, costs and expenses, including reasonable attorney’s fees, and other liabilities (collectively, “Liabilities”) arising from or related to (i) Client’s gross negligence or willful misconduct; or (ii) the Client Content or Client’s breach of its representations and warranties in clause 5 above and as otherwise set forth herein.

14.3. Agency agrees to defend, indemnify and hold Client and its directors, officers, and employees harmless against any and all third party Liabilities arising from or related to (i) Agency’s gross negligence or willful misconduct; or (ii) the Agency Intellectual Property. The foregoing indemnity shall not apply where: (1) such Liabilities arise from the use of materials provided to Agency by Client, including Client Content; (2) such Liabilities arise from the use by Client of the deliverables or Agency Intellectual Property in a manner inconsistent with Agency’s directions; (3) Agency advises Client of the risk associated with the use of certain materials in writing and Client elects to proceed; or (4) such Liabilities involve any areas of responsibility for which Client is obliged to indemnify Agency.

15. Entire Binding Agreement. This Agreement and any Schedule shall be binding upon the parties and represents the entire agreement between the parties with respect to the subject matter hereof. No other agreement (whether written or oral), statement, or promise made by any party, or by any employee, officer, or agent of any party regarding the business relationship between the parties, that is not contained in this Agreement shall be binding or valid, unless such agreement is in writing and signed by the parties hereto after the execution of this Agreement.

16. Assignment; Amendment. Client may not assign this Agreement or any Schedule without the prior written consent of Agency which shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement and any Schedule to a successor of its business, or to an entity as a result of a corporate restructuring without the other party’s consent. Any assignment in violation of this Section shall be void ab initio. This Agreement (including any Schedule) may not be modified or amended except by a writing signed by the parties hereto.

17. Waiver. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of the Agreement.

18. Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations (other than Client’s payment obligations) or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, epidemic, pandemic, natural disaster, accident, riots, acts of government, acts of war or terrorism, shortage of materials or supplies, failure of transportation or communications or of suppliers of goods or services, or any other cause beyond the reasonable control of such party.

19. Governing Law. The construction and interpretation of this Agreement and Schedules shall at all times and in all respects be governed by and construed according to the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to any conflict of law provisions thereof, if the Client’s registered office is located within Canada. In all other cases, this Agreement and Schedules shall be governed by and construed according to the laws of the State of New York, without regard to any conflict of law provisions thereof.

20. Notice. All notices, requests, demands, and determinations under this Agreement (other than routine operational communications) or any Schedule, shall be in writing at the party’s address specified in the applicable Schedule, and shall be deemed duly given upon receipt and may be delivered by (i) hand; (ii) express courier with a reliable system for tracking delivery; (iii) confirmed facsimile with a copy sent by another means specified in this clause, or (iv) registered or certified mail, return receipt requested, and postage prepaid.

21. Jurisdiction. If the Client’s registered address is in Canada, the parties agree to bring any dispute relating to this Agreement or any Schedule in the courts in Toronto, Ontario and hereby irrevocably submit to the exclusive jurisdiction of such courts. In all other cases, the parties agree to bring any dispute relating to this Agreement or any Schedule in the courts in New York, New York and hereby irrevocably submit to the exclusive jurisdiction of such courts.

22. Travel. All arrangements and reasonable costs related to lodging, food and transportation are the responsibility of Client in full.

23. Severability. In the event that any provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect.

24. Counterparts. This Agreement and any Schedule may be signed in counterparts, each of which will be deemed to be an original, as against any party whose signature appears thereon and all of which together constitute one and the same instrument. This Agreement will become binding when one or more counterparts hereof, individually or taken together, will bear the signature of all of the parties reflected hereon as signatories. A faxed signature or a signature in pdf format will have the same legally binding effect as an original signature.