Last Updated and Effective: February 14, 2026
The Global H2O Initiative, P.B.C.
d.b.a. HOPEHydration
7901 4th St N # 26251
Saint Petersburg, FL 33702
MASTER SERVICES AGREEMENT
MASTER TERMS AND CONDITIONS
1. Introduction. The Global H2O Initiative, P.B.C. d.b.a. HOPE Hydration ("we," "us," and "our"), a Delaware public benefit corporation, provides you, and as applicable, your Affiliate(s) (as defined below, collectively, "you", "your", or "Client") our services and products (each, a "Service") for your use, subject to your compliance with this Master Services Agreement ("Agreement"), which consists of the following: (a) the Master Terms and Conditions set forth below; the terms and conditions, if any, for each Service set forth below that you and/or your Affiliate(s) enroll and/or utilize ("Service Terms"), and the applicable insertion order ("IO") or statement of work ("SOW") that references this Master Services Agreement. You acknowledge and agree that we will not commence work on any Service until you execute an IO and/or SOW, and we receive any required payment. Capitalized terms used but not defined in the Master Terms and Conditions or Service Terms have the meanings given to such terms in Appendix A below or the applicable IO or SOW. All definitions in the Agreement apply both to their singular and plural forms, as the context may require.
2. Charges; Fees. You agree to pay us for all charges and fees incurred in connection with each such Service as set forth in the applicable IO and/or SOW. Charges and fees do not include any applicable sales, use, value-added, withholding, excise, or any other taxes or government charges (collectively, "Taxes"). If we have the legal obligation to pay or collect Taxes on amounts payable hereunder, the Taxes will be included on your invoice.
3. Payment Terms. We will submit an invoice to you at the e-mail address on the applicable IO or SOW, and you will pay all charges in full within 30 days of invoice receipt via ACH or wire transfer. If we agree to your written request to send an invoice to a third party on your behalf (email acceptable), such third party will timely pay the invoice, and if such party does not pay the invoice, you will promptly pay all such amounts. All payments of charges and fees are non-refundable and our property except as expressly set forth in the Agreement. Any dispute about charges and fees must be submitted to us in writing within 30 days of invoice receipt (email acceptable), otherwise you waive such dispute, and such charges and fees will be final and not subject to challenge. We may charge (i) a late fee equal to 1.5% monthly (or the highest amount allowed by Applicable Law if less than 1.5% monthly) of all past due charges and fees, and (ii) all reasonable expenses (including attorneys' fees and costs) incurred by us in collecting past due charges and fees.
4. Term; Termination.
Term. The term of these Master Terms and Conditions commences on the last date of signature ("Effective Date") and continues for the latter of 12 months ("Initial Term"). Thereafter, unless terminated in writing 60 days prior to the end of the then current term, these Master Terms and Conditions will renew for successive one (1) year terms (each, a "Renewal Term" and collectively with the Initial Term, "Term"). Notwithstanding the foregoing or any permitted termination hereof, these Master Terms and Conditions will remain in effect until all Services under each IO and SOW have been performed or terminated pursuant to Section 4(b).
Termination.Notwithstanding the foregoing, these Master Terms and Conditions may be terminated by either Party for material breach that is not cured within 30 days after receipt of written notice specifying the material breach; provided however, any active IO and/or SOW will continue to be governed by these Master Terms and Conditions until each such IO and SOW has expired or has been terminated pursuant to Section 4(b) hereof. If you terminate these Master Terms and Conditions, an IO, and/or a SOW due to our failure to cure a material breach timely, you will pay all fees for ads delivered and Services performed, including all deliverables provided by us, through the effective date of termination. However, if we terminate these Master Terms and Conditions, an IO, and/or a SOW due to your failure to cure a material breach timely, you will pay all fees for ads delivered and Services performed, including all deliverables provided by us, through the effective date of termination, and the remaining balance of the applicable IO and/or SOW, and will not be entitled to any refund for any pre-paid and unused fees. Termination or expiration of an IO or SOW will not, by itself, terminate these Master Terms and Conditions or any other then-active IO or SOW.In addition, notwithstanding anything to the contrary in the Agreement, we may temporarily suspend or limit your participation in any Service for legal, liability, financial, technical, or security reasons, in which case, all outstanding payment obligations incurred with respect to such Service may become due and payable in our discretion. We may also, acting in good faith, modify any Service (including scope, components, installation location, or delivery mechanics), provided that the overall value of the Services is maintained. If we cannot reasonably deliver substantially equivalent value after good-faith efforts, we will provide a prorated refund of any prepaid but unused fees.You agree to pay each invoice due pursuant to Sections 2 and 3 the earlier of 30 days after invoice receipt or other time period for payment of invoices set forth in the applicable IO or SOW. Sections 2 and 3 (solely with respect to accrued but unpaid charges and fees), 4.b., and 5 through 15 of these Master Terms and Conditions, those provisions specified in any applicable Service Terms, and the defined terms will survive expiration or termination of the Agreement.
5. Confidentiality. The receiving Party will not (i) disclose or otherwise make available any Confidential Information of the other Party, except to employees, contractors, agents, or Affiliates, in each case who have a legitimate need to know such Confidential Information, and are bound by confidentiality and non-use obligations no less restrictive than those contained in the Agreement, or (ii) use any Confidential Information of the disclosing Party except as necessary in connection with the purpose for which such Confidential Information is disclosed by the disclosing Party, or in connection with, or as set forth in the Agreement. Notwithstanding the foregoing, the receiving Party may disclose Confidential Information of the disclosing Party in connection with subpoenas, court orders, other legal processes, or as otherwise required by Applicable Law, provided that the receiving Party gives the disclosing Party prompt written notice of such requirement (unless prohibited in writing in such subpoena, court order, or other legal process) prior to such disclosure and takes reasonable steps to protect the information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. Notwithstanding anything to the contrary in the Agreement, (a) without the other Party's consent, a Party may disclose the Agreement (or the existence of the Agreement) to bona fide potential investors or prospective purchasers of a portion of or all of its assets or beneficial ownership interests, provided such disclosure is subject to confidentiality and non-use obligations no less restrictive than those contained in the Agreement, and/or as required by Applicable Law, including any governmental or regulatory filing, and (b) all data and information gathered or received by us in connection with providing the applicable Service, including with respect to the DOOH Service, campaign performance data, engagement and statistics/performance metrics, may be shared with and used by the HOPE Entities, and/or in aggregated and de-identified form with selected third parties.
6. Ownership.
a. Assignment of Deliverables. We agree that all right, title, and interest in and to each Deliverable will be your sole property. All Deliverables that are protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act, and that you will be deemed the author and owner of such copyrightable works. To the extent that any Deliverable does not qualify as a "work made for hire," or that title to any Deliverable does not otherwise vest in you as author, then, subject to your full payment of all applicable compensation, we hereby irrevocably assign (and agree to assign), and will cause to be assigned, to you all right, title, and interest in and to such Deliverable, including all intellectual property rights therein. This assignment constitutes a present conveyance of all such rights in and to the Deliverables, whether now existing or hereafter created.To the extent that moral rights (including rights of attribution and integrity) may not be assigned pursuant to Applicable Law, we irrevocably waive and agree not to asset or enforce all such moral rights, to the fullest extent permitted by Applicable Law.
b. Pre-existing Materials. Subject to Section 6.a., above, we agree that if, in the course of performing the Services, we incorporate into any Deliverable or utilize in the performance of the Services any pre-existing original works of authorship, deliverables, and/or other proprietary information or intellectual property rights owned by us or in which we have an interest ("Pre-Existing Materials"), we hereby grant you a nonexclusive, royalty-free, perpetual, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Pre-Existing Materials solely as part of or in connection with such Deliverable.
c. Further Assurances. We agree to reasonably assist you, or your designee, at your expense, to secure your rights in the Deliverables.
d. Attorney-in-Fact. We agree that, if you are unable because of our unavailability, dissolution, or for any other reason, to secure our signature with respect to any Deliverables, including for the purpose of applying for or pursuing any application for any copyright or trademark registrations covering the Deliverables assigned to Client in Section 6.a., above, then we hereby irrevocably designate and appoint you and your duly authorized officers, agents and/or representatives as our limited agent and attorney-in-fact, to act for and on our behalf to perform, execute and file any papers and oaths, and to perform any other acts, with respect to intellectual property rights in Deliverables with the same legal force as if executed by us. This power of attorney will be deemed coupled with an interest, and will be irrevocable.
7. Representations.Each Party represents, warrants, and covenants that (i) is an entity duly incorporated, organized, or formed, as applicable, validly existing, and in good standing under the Applicable Laws of its jurisdiction of incorporation, organization, or formation, as applicable, and has all licenses, permits, and permissions necessary to carry on its business; (ii) has the full corporate power, authority, and legal right to enter into, and to perform its duties and obligations under the Agreement; (iii) has duly authorized the execution, delivery, and performance of the Agreement and that the Agreement constitutes a legal, valid, and binding obligation of the Party, enforceable against the Party in accordance with its terms; and (iv) will perform its obligations and exercise its rights hereunder in accordance with Applicable Laws.You represent, warrant, and covenant that (i) all Content (a) does not violate (1) Applicable Law, including infringing or misappropriating any intellectual property right of any person or entity, and/or breaching any duty or right of any person or entity, such as rights of publicity and/or privacy, or (2) any HOPE policy, guideline, or specification provided or made available to you at least 14 days prior to (x) the applicable start date set forth on the applicable IO or SOW, or (y) a mutually agreed subsequent effective date, (b) is not false, deceptive, misleading, unethical, defamatory, libelous or threatening, and does not contain pornographic, hate-related or violent content, (c) is, and will be updated to remain, current and accurate; (d) as applicable, is free of viruses and/or other computer programming routines that may damage, interfere with, or expropriate any HOPE Entity system data or information, or the Distribution Network; and (e) is either original to you, or you have secured all necessary rights and licenses for its use as contemplated by the Agreement, and you are responsible for all royalties, payments, and fees with respect thereto (e.g., performing rights society fees).We represent, warrant, and covenant that (i) the Services will be performed in a timely, professional, and workmanlike manner by qualified personnel in accordance with applicable industry standards, and the requirements, description, and scope of the Services and specifications set forth on the IO or SOW, and (ii) neither the Services nor any Deliverable at time of delivery (1) infringes or misappropriates any intellectual property right of any third party, and/or (2) breaches and/or violates the privacy, publicity, and/or any other right of any third party.
8. Indemnification. Each Party will indemnify, defend, and hold harmless the other Party (and in our case, also the HOPE Entities) and their Affiliates and its and their respective officers, directors, consultants, contractors, agents, attorneys, and employees (collectively, "Indemnified Entity") from all third-party claims, whether actual or alleged, to the extent arising from a Party's breach of the Agreement ("Claims"). In addition, you will indemnify, defend, and hold harmless each HOPE Indemnified Entity from all third-party claims, whether actual or alleged, that arise out of or in connection with your Content used as permitted by the Agreement (collectively, also "Claims"). The indemnifying Party is solely responsible for defending all Claims against each Indemnified Entity, subject to such Indemnified Entity's right to participate with counsel of its own choosing, at its own expense, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, resulting from the Claims against an Indemnified Entity, provided that the indemnifying Party will not agree to any settlement that imposes any obligation or liability on an Indemnified Entity without its prior written consent, not to be unreasonably withheld, conditioned, or delayed.
9. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, (a) EACH SERVICE (INCLUDING, AS APPLICABLE, ANY "BETA"/EXPERIMENTAL FEATURES AND THE DISTRIBUTION NETWORK) IS PROVIDED ON "AS IS" BASIS, WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, AND YOUR USE THEREOF IS AT YOUR OWN RISK, AND (b) THE PARTIES DISCLAIM ON BEHALF OF THEMSELVES (AND IN OUR CASE, THE HOPE ENTITIES) ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES, INCLUDING WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
10. Limitation of Liability. EXCEPT FOR SECTIONS 2 AND 3 (FOR ACCRUED BUT UNPAID CHARGES AND FEES), LIABILITY ARISING FROM BREACH OF SECTION 5 (CONFIDENTIALITY), AND/OR THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 8, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (a) ANY LIABILITY OF YOU AND/OR THE HOPE ENTITIES IN CONNECTION WITH ANY SERVICE, UNDER ANY CAUSE OF ACTION OR THEORY, IS LIMITED TO THE AMOUNT PAID OR PAYABLE BY YOU PURSUANT TO THE AGREEMENT IN THE SIX-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM(S), AND (b) IN ADDITION TO ANY OTHER LIMITATION(S) IN THE AGREEMENT, NEITHER YOU NOR THE HOPE ENTITIES ARE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOST REVENUE OR PROFITS, GOODWILL, LOSS OF DATA, OR OTHER INTANGIBLE LOSSES ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT. IN ADDITION, YOU WILL NOT HOLD A HOPE ENTITY RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT, INCLUDING WITH RESPECT TO DISTRIBUTION OF YOUR ADS AND/OR CONTENT.
11. Notices. We may send notices to you by email and/or to the mailing address set forth in the applicable IO or SOW. You agree to keep your contact, and if applicable, account information, current and correct and promptly notify us in writing of any changes to such information. You further agree to send all notices to us via recognized overnight courier or certified mail, return receipt requested, to: Chief Legal Officer, The Global H2O Initiative, P.B.C. d.b.a. HOPE Hydration, 4th St N # 26251 Saint Petersburg, FL 33702.
12. Choice of Law; Venue. The terms of the Agreement and any dispute relating thereto or between you and us will be governed by the laws of the State of Delaware, without regard to conflict/choice of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement. You and we agree to submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware.
13. Statute of Limitation/Time to File an Action. Each Party agrees that regardless of Applicable Law to the contrary, any claim or cause of action arising out of or related to use of any Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
14. Miscellaneous. The Agreement constitutes the entire agreement and understanding between the Parties regarding the subject matter contained herein, and supersedes all other agreements, proposals, representations, claims, and communications, written and oral, regarding the subject matter contained herein (including any additional, different, or conflicting terms on any of your forms, emails, or papers). No terms or conditions other than those set forth or referenced in the Agreement will be binding on either Party unless expressly agreed to by the applicable Party in writing. The terms of any specific Service Terms govern only that Service, and not any other Service, except as specifically referenced in such Service Terms. If there is a conflict between the Master Terms and Conditions, any Service Terms, and the IO or SOW, the conflict will be resolved according to the following order of precedence: (1) IO or SOW; (2) Service Terms, and (3) Master Terms and Conditions. Only a written instrument specifically waiving compliance that is executed by whichever Party is entitled to waive such compliance may waive any term and/or condition of the Agreement. No waiver by either Party of a breach of any provision hereof will be deemed a waiver of any other breach of such provision or a waiver of the provision. If any provision of the Agreement is held or made invalid or unenforceable for any reason, such invalidity will not affect the remainder of the Agreement, and the invalid or unenforceable provision will be replaced by a valid provision that has a similar economic effect. Except for your payment obligations, neither Party will have any liability under the Agreement by reason of any failure or delay in the performance of the applicable Party's obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet and/or electrical outages, computer viruses, acts of God, war, governmental action, pandemic, epidemic, or any cause that is beyond the applicable Party's reasonable control. The Parties are independent contractors and nothing in the Agreement will be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between the Parties. Except as expressly set forth in the Agreement, neither Party will have any right, power, or authority to create any obligation or responsibility on behalf of the other Party, and the Agreement is not intended to benefit, nor will it be deemed to give rise to any rights in, any third party. Notwithstanding the foregoing, you acknowledge and agree that the HOPE Entities are third-party beneficiaries to the Agreement and will be entitled to directly enforce, and rely upon, any provision in the Agreement which confers a benefit on, or rights in favor of, them. Neither Party may assign, sublicense, or transfer the Agreement or any right or duty under the Agreement except in connection with the reorganization, reincorporation, merger or sale of all or substantially all of the assets or stock of the applicable Party. Any assignment, transfer, or attempted assignment or transfer in violation of this Section will be void and of no force or effect. In addition, we may assign, delegate, sublicense, or otherwise transfer from time-to-time the Agreement, or the rights or obligations hereunder, in whole or in part, to our Affiliate(s). Any suggestions, comments, improvements, ideas, enhancement requests or feedback provided by you with respect to or relating to any Service may be used by us without compensation or attribution to you, and in connection therewith, you grant the HOPE Entities a perpetual, irrevocable, fully paid-up, unrestricted right and license to use any or all of the foregoing. The Services are proprietary to us and are protected by applicable state, federal, and international intellectual property laws. We retain all rights, title, and interests in the Services, together with all derivative works, modifications, enhancements, and upgrades, but excluding your ads and Content. Any rights not expressly granted in the Agreement are reserved by the applicable Party, and all implied licenses are disclaimed. As used in the Agreement, the word "including" is a term of enlargement meaning "including without limitation" and does not denote exclusivity, and the words "will", "shall", and "must" are deemed to be equivalent and denote a mandatory obligation or prohibition, as applicable. We may include your name and trademark/logo in marketing, promotional and sales materials, and press releases, including on our website. The Parties agree to work together on a joint press release, case study, and/or whitepaper. Finally, upon reasonable prior request, you agree to act as a reference for and take a call with our potential customers, and provide a quote from senior management.
15. Representative. This Section applies if you are an agency or other entity representing Clients ("Representative"), in which case "Client" means an entity (including a sole proprietor) that is/will be enrolled in a Service by you. Representative represents, warrants, and covenants that: (i) Client is a disclosed principal, and Representative is an authorized agent of Client and has the legal authority to enter into the Agreement on Client's behalf, make all decisions, and take all actions relating to each Client's campaign with us, and is entering into the Agreement, including to do each of the foregoing, (ii) by Representative enrolling a Client in a Service, the Client is also entering into the Agreement, and (iii) Representative will not, without our prior written consent: (a) make any representation, guarantee, condition, or warranty concerning a Service, (b) make any commitments to a Client or potential Client regarding any Service (e.g., guarantees as to any Service), or (c) negotiate any terms or conditions related to any Service which may affect the rights, protections, and/or obligations of HOPE, and/or that are inconsistent with the Agreement. Upon our request, Representative will promptly deliver to us (x) written confirmation of the relationship between Representative and Client, including written verification that designates Representative as the Client's agent and authorizes Representative to act on the Client's behalf in connection with the Agreement, (y) confirmation that Client has paid to Representative in advance funds sufficient to make payments pursuant to the Agreement, and (z) notify us if the relationship between Representative and Client changes during the Term of the Agreement. In the event of a termination of your relationship with a Client, Representative agrees that such Client may continue to use the Deliverables provided pursuant to any Service Terms, including account and performance history with respect to Client's advertising campaigns.
SERVICE TERMS
DOOH Service Terms
If you participate in the DOOH Service, the following Service Terms apply, which are also governed by the Master Terms and Conditions, above.
1. Access. We provide you with access to our Service for the purchase of and distribution of advertising on the Distribution Network for your or your client’s advertising campaigns as set forth in each IO (“DOOH Service”).The charges and fees for such Services will be shown on the applicable IO or otherwise mutually agreed to by the Parties via email.
2. Use of Content. In order to participate in the DOOH Service, you grant theHOPE Entities a non-exclusive, royalty-free, worldwide license in connection with the DOOH Service to format, adapt, and/or truncate your ads in order to be displayed and distributed through the Distribution Network. None of theHOPE Entities will have any liability for your ads or Content when used in compliance with the Agreement. A HOPE Entity may refuse, reject, cancel, or remove any ad, or Content such as for legal, liability, financial, technical, or security reasons. Your ads may be subject to inventory availability, and the final decision as to ad relevancy is at our reasonable discretion.
3. Campaigns. You agree to pay for all ads delivered for each campaign you purchase based on our measurements, which are the definitive measurements used to calculate your charges and fees. If a campaign is approved, the ads will be displayed as set forth on the applicable IO or as otherwise agreed between the parties (email acceptable). We will use good faith efforts to deliver the number of impressions within the time period stated in the applicable IO. All ads must comply with our then current policies, guidelines and specifications provided or made available to you at least 14 days prior to (i)the applicable campaign start date set forth on the applicable IO, or (ii) a mutually agreed subsequent effective date.
4. Reporting. We will provide the following standard monthly and end of campaign reporting unless otherwise specified in the applicable IO: (a) total impressions delivered; (b) flight dates and pacing; (c) share of voice (if applicable); and (d) a summary of delivery by location or market, to the extent available.
5. Termination; Effects of Termination. Notwithstanding Section 4 of the Master Terms and Conditions, you may not terminate these DOOH Service Terms until the end date of all campaigns set forth in each IO, except for our material breach that is not cured within 30 days of receipt of written notice specifying the material breach. Accordingly, you are responsible for paying for all impressions of your ads that are delivered. Sections 3 (first sentence) and 4 (end of campaign reporting only) of these DOOH Service Terms will survive termination or expiration of these DOOH ServiceTerms.
Experiential Event Service Terms
If we provide you with experiential event services, the following Service Terms apply, which are also governed by the Master Terms and Conditions, above.
1. Access. We provide you with access to our experiential event Services as set forth in the applicable SOW (“Event Service”). The charges and fees for such Services will be shown on the applicable SOW or otherwise mutually agreed to by the Parties via email.
2. Use of Content. To provide you with the Event Service(s), you grant the HOPE Entities a non-exclusive, royalty-free, worldwide license to use your Content for the Event Services described in the applicable SOW. None of the HOPE Entities will have any liability for your Content when used in compliance with the Agreement.
3. Termination. As set forth Section 4 of the Master Terms and Conditions, you may terminate these Event Service Terms only for our material breach that is not cured within 30 days of receipt of written notice specifying the material breach.
APPENDIX A
DEFINITIONS
1. “Affiliate” means, with respect to an entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity;
2. “Applicable Law” means, with respect to each of the Parties, any and all federal, state, provincial and local laws, administrative codes, ordinances, directives, treaties, governmental regulations, and Federal Trade Commission guidelines applicable to such Party or its activities in connection with the Agreement. For clarity, “Applicable Law” does not include guidelines or rules of, or the requirement of membership in, any industry or trade association;
3. “Confidential Information” means non-public information of a business, financial, or legal nature relating to the business of the disclosing Party, as well as its Affiliates and/or clients that is marked as “confidential” or “proprietary, or which should reasonably be interpreted to be confidential, proprietary, or trade secret information. Confidential Information may also include information disclosed to a disclosing Party by third parties. Confidential Information does not include any information which: (a) was publicly known and made generally available in the public domain prior to disclosure by the disclosing Party; (b) becomes publicly known and made generally available after disclosure by the disclosing Party through no fault of the receiving Party or anyone to whom the receiving Party discloses the other Party’s Confidential Information; (c) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party; (d) is obtained by the receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (e) is independently developed by the receiving Party without use of or reference to the other Party’s Confidential Information;
4. “Content” means individually and collectively, all information and content you provide or is provided on your behalf, use, or approve (including our suggestions) in connection with the Agreement, including all ads, ad content, creative, trademarks, service marks, and ad target options;
5. “Deliverable” means all deliverables provided pursuant to an IO or SOW.
6. “Distribution Network” means the network of advertising channels through which we distribute ads, including our digital out of home distribution platform of non-residential digital screens (“DOOH”);
7. “Distribution Network Entities” means each third party distributing your ads and/or Content through the Distribution Network;
8. “DOOH” is defined as set forth in Section 6, above;
9. “HOPE Entities” are HOPE and its Affiliates, and their officers, directors, consultants, contractors, agents, attorneys, employees, third-party service providers, and Distribution Network Entities;
10. “Party” or “Parties” means you or us, and collectively, you and us; and
11. “you” and “your” mean the person or entity entering into the Agreement, and as applicable, your agents, advertising agency representatives, consultants, contractors, Client and any person or entity acting or apparently acting on your behalf, and your and any Client Affiliate that accesses or utilizes a Service.
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The Global H2O Initiative, P.B.C.
d.b.a. HOPEHydration
7901 4th St N # 26251
Saint Petersburg, FL 33702
MASTER SERVICES AGREEMENT
MASTER TERMS AND CONDITIONS
1. Introduction. The Global H2O Initiative, P.B.C. d.b.a. HOPE Hydration ("we," "us," and "our"), a Delaware public benefit corporation, provides you, and as applicable, your Affiliate(s) (as defined below, collectively, "you", "your", or "Client") our services and products (each, a "Service") for your use, subject to your compliance with this Master Services Agreement ("Agreement"), which consists of the following: (a) the Master Terms and Conditions set forth below; the terms and conditions, if any, for each Service set forth below that you and/or your Affiliate(s) enroll and/or utilize ("Service Terms"), and the applicable insertion order ("IO") or statement of work ("SOW") that references this Master Services Agreement. You acknowledge and agree that we will not commence work on any Service until you execute an IO and/or SOW, and we receive any required payment. Capitalized terms used but not defined in the Master Terms and Conditions or Service Terms have the meanings given to such terms in Appendix A below or the applicable IO or SOW. All definitions in the Agreement apply both to their singular and plural forms, as the context may require.
2. Charges; Fees. You agree to pay us for all charges and fees incurred in connection with each such Service as set forth in the applicable IO and/or SOW. Charges and fees do not include any applicable sales, use, value-added, withholding, excise, or any other taxes or government charges (collectively, "Taxes"). If we have the legal obligation to pay or collect Taxes on amounts payable hereunder, the Taxes will be included on your invoice.
3. Payment Terms. We will submit an invoice to you at the e-mail address on the applicable IO or SOW, and you will pay all charges in full within 30 days of invoice receipt via ACH or wire transfer. If we agree to your written request to send an invoice to a third party on your behalf (email acceptable), such third party will timely pay the invoice, and if such party does not pay the invoice, you will promptly pay all such amounts. All payments of charges and fees are non-refundable and our property except as expressly set forth in the Agreement. Any dispute about charges and fees must be submitted to us in writing within 30 days of invoice receipt (email acceptable), otherwise you waive such dispute, and such charges and fees will be final and not subject to challenge. We may charge (i) a late fee equal to 1.5% monthly (or the highest amount allowed by Applicable Law if less than 1.5% monthly) of all past due charges and fees, and (ii) all reasonable expenses (including attorneys' fees and costs) incurred by us in collecting past due charges and fees.
4. Term; Termination.
Term. The term of these Master Terms and Conditions commences on the last date of signature ("Effective Date") and continues for the latter of 12 months ("Initial Term"). Thereafter, unless terminated in writing 60 days prior to the end of the then current term, these Master Terms and Conditions will renew for successive one (1) year terms (each, a "Renewal Term" and collectively with the Initial Term, "Term"). Notwithstanding the foregoing or any permitted termination hereof, these Master Terms and Conditions will remain in effect until all Services under each IO and SOW have been performed or terminated pursuant to Section 4(b).
Termination.Notwithstanding the foregoing, these Master Terms and Conditions may be terminated by either Party for material breach that is not cured within 30 days after receipt of written notice specifying the material breach; provided however, any active IO and/or SOW will continue to be governed by these Master Terms and Conditions until each such IO and SOW has expired or has been terminated pursuant to Section 4(b) hereof. If you terminate these Master Terms and Conditions, an IO, and/or a SOW due to our failure to cure a material breach timely, you will pay all fees for ads delivered and Services performed, including all deliverables provided by us, through the effective date of termination. However, if we terminate these Master Terms and Conditions, an IO, and/or a SOW due to your failure to cure a material breach timely, you will pay all fees for ads delivered and Services performed, including all deliverables provided by us, through the effective date of termination, and the remaining balance of the applicable IO and/or SOW, and will not be entitled to any refund for any pre-paid and unused fees. Termination or expiration of an IO or SOW will not, by itself, terminate these Master Terms and Conditions or any other then-active IO or SOW.In addition, notwithstanding anything to the contrary in the Agreement, we may temporarily suspend or limit your participation in any Service for legal, liability, financial, technical, or security reasons, in which case, all outstanding payment obligations incurred with respect to such Service may become due and payable in our discretion. We may also, acting in good faith, modify any Service (including scope, components, installation location, or delivery mechanics), provided that the overall value of the Services is maintained. If we cannot reasonably deliver substantially equivalent value after good-faith efforts, we will provide a prorated refund of any prepaid but unused fees.You agree to pay each invoice due pursuant to Sections 2 and 3 the earlier of 30 days after invoice receipt or other time period for payment of invoices set forth in the applicable IO or SOW. Sections 2 and 3 (solely with respect to accrued but unpaid charges and fees), 4.b., and 5 through 15 of these Master Terms and Conditions, those provisions specified in any applicable Service Terms, and the defined terms will survive expiration or termination of the Agreement.
5. Confidentiality. The receiving Party will not (i) disclose or otherwise make available any Confidential Information of the other Party, except to employees, contractors, agents, or Affiliates, in each case who have a legitimate need to know such Confidential Information, and are bound by confidentiality and non-use obligations no less restrictive than those contained in the Agreement, or (ii) use any Confidential Information of the disclosing Party except as necessary in connection with the purpose for which such Confidential Information is disclosed by the disclosing Party, or in connection with, or as set forth in the Agreement. Notwithstanding the foregoing, the receiving Party may disclose Confidential Information of the disclosing Party in connection with subpoenas, court orders, other legal processes, or as otherwise required by Applicable Law, provided that the receiving Party gives the disclosing Party prompt written notice of such requirement (unless prohibited in writing in such subpoena, court order, or other legal process) prior to such disclosure and takes reasonable steps to protect the information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. Notwithstanding anything to the contrary in the Agreement, (a) without the other Party's consent, a Party may disclose the Agreement (or the existence of the Agreement) to bona fide potential investors or prospective purchasers of a portion of or all of its assets or beneficial ownership interests, provided such disclosure is subject to confidentiality and non-use obligations no less restrictive than those contained in the Agreement, and/or as required by Applicable Law, including any governmental or regulatory filing, and (b) all data and information gathered or received by us in connection with providing the applicable Service, including with respect to the DOOH Service, campaign performance data, engagement and statistics/performance metrics, may be shared with and used by the HOPE Entities, and/or in aggregated and de-identified form with selected third parties.
6. Ownership.
a. Assignment of Deliverables. We agree that all right, title, and interest in and to each Deliverable will be your sole property. All Deliverables that are protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act, and that you will be deemed the author and owner of such copyrightable works. To the extent that any Deliverable does not qualify as a "work made for hire," or that title to any Deliverable does not otherwise vest in you as author, then, subject to your full payment of all applicable compensation, we hereby irrevocably assign (and agree to assign), and will cause to be assigned, to you all right, title, and interest in and to such Deliverable, including all intellectual property rights therein. This assignment constitutes a present conveyance of all such rights in and to the Deliverables, whether now existing or hereafter created.To the extent that moral rights (including rights of attribution and integrity) may not be assigned pursuant to Applicable Law, we irrevocably waive and agree not to asset or enforce all such moral rights, to the fullest extent permitted by Applicable Law.
b. Pre-existing Materials. Subject to Section 6.a., above, we agree that if, in the course of performing the Services, we incorporate into any Deliverable or utilize in the performance of the Services any pre-existing original works of authorship, deliverables, and/or other proprietary information or intellectual property rights owned by us or in which we have an interest ("Pre-Existing Materials"), we hereby grant you a nonexclusive, royalty-free, perpetual, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Pre-Existing Materials solely as part of or in connection with such Deliverable.
c. Further Assurances. We agree to reasonably assist you, or your designee, at your expense, to secure your rights in the Deliverables.
d. Attorney-in-Fact. We agree that, if you are unable because of our unavailability, dissolution, or for any other reason, to secure our signature with respect to any Deliverables, including for the purpose of applying for or pursuing any application for any copyright or trademark registrations covering the Deliverables assigned to Client in Section 6.a., above, then we hereby irrevocably designate and appoint you and your duly authorized officers, agents and/or representatives as our limited agent and attorney-in-fact, to act for and on our behalf to perform, execute and file any papers and oaths, and to perform any other acts, with respect to intellectual property rights in Deliverables with the same legal force as if executed by us. This power of attorney will be deemed coupled with an interest, and will be irrevocable.
7. Representations.Each Party represents, warrants, and covenants that (i) is an entity duly incorporated, organized, or formed, as applicable, validly existing, and in good standing under the Applicable Laws of its jurisdiction of incorporation, organization, or formation, as applicable, and has all licenses, permits, and permissions necessary to carry on its business; (ii) has the full corporate power, authority, and legal right to enter into, and to perform its duties and obligations under the Agreement; (iii) has duly authorized the execution, delivery, and performance of the Agreement and that the Agreement constitutes a legal, valid, and binding obligation of the Party, enforceable against the Party in accordance with its terms; and (iv) will perform its obligations and exercise its rights hereunder in accordance with Applicable Laws.You represent, warrant, and covenant that (i) all Content (a) does not violate (1) Applicable Law, including infringing or misappropriating any intellectual property right of any person or entity, and/or breaching any duty or right of any person or entity, such as rights of publicity and/or privacy, or (2) any HOPE policy, guideline, or specification provided or made available to you at least 14 days prior to (x) the applicable start date set forth on the applicable IO or SOW, or (y) a mutually agreed subsequent effective date, (b) is not false, deceptive, misleading, unethical, defamatory, libelous or threatening, and does not contain pornographic, hate-related or violent content, (c) is, and will be updated to remain, current and accurate; (d) as applicable, is free of viruses and/or other computer programming routines that may damage, interfere with, or expropriate any HOPE Entity system data or information, or the Distribution Network; and (e) is either original to you, or you have secured all necessary rights and licenses for its use as contemplated by the Agreement, and you are responsible for all royalties, payments, and fees with respect thereto (e.g., performing rights society fees).We represent, warrant, and covenant that (i) the Services will be performed in a timely, professional, and workmanlike manner by qualified personnel in accordance with applicable industry standards, and the requirements, description, and scope of the Services and specifications set forth on the IO or SOW, and (ii) neither the Services nor any Deliverable at time of delivery (1) infringes or misappropriates any intellectual property right of any third party, and/or (2) breaches and/or violates the privacy, publicity, and/or any other right of any third party.
8. Indemnification. Each Party will indemnify, defend, and hold harmless the other Party (and in our case, also the HOPE Entities) and their Affiliates and its and their respective officers, directors, consultants, contractors, agents, attorneys, and employees (collectively, "Indemnified Entity") from all third-party claims, whether actual or alleged, to the extent arising from a Party's breach of the Agreement ("Claims"). In addition, you will indemnify, defend, and hold harmless each HOPE Indemnified Entity from all third-party claims, whether actual or alleged, that arise out of or in connection with your Content used as permitted by the Agreement (collectively, also "Claims"). The indemnifying Party is solely responsible for defending all Claims against each Indemnified Entity, subject to such Indemnified Entity's right to participate with counsel of its own choosing, at its own expense, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, resulting from the Claims against an Indemnified Entity, provided that the indemnifying Party will not agree to any settlement that imposes any obligation or liability on an Indemnified Entity without its prior written consent, not to be unreasonably withheld, conditioned, or delayed.
9. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, (a) EACH SERVICE (INCLUDING, AS APPLICABLE, ANY "BETA"/EXPERIMENTAL FEATURES AND THE DISTRIBUTION NETWORK) IS PROVIDED ON "AS IS" BASIS, WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, AND YOUR USE THEREOF IS AT YOUR OWN RISK, AND (b) THE PARTIES DISCLAIM ON BEHALF OF THEMSELVES (AND IN OUR CASE, THE HOPE ENTITIES) ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES, INCLUDING WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
10. Limitation of Liability. EXCEPT FOR SECTIONS 2 AND 3 (FOR ACCRUED BUT UNPAID CHARGES AND FEES), LIABILITY ARISING FROM BREACH OF SECTION 5 (CONFIDENTIALITY), AND/OR THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 8, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (a) ANY LIABILITY OF YOU AND/OR THE HOPE ENTITIES IN CONNECTION WITH ANY SERVICE, UNDER ANY CAUSE OF ACTION OR THEORY, IS LIMITED TO THE AMOUNT PAID OR PAYABLE BY YOU PURSUANT TO THE AGREEMENT IN THE SIX-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM(S), AND (b) IN ADDITION TO ANY OTHER LIMITATION(S) IN THE AGREEMENT, NEITHER YOU NOR THE HOPE ENTITIES ARE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOST REVENUE OR PROFITS, GOODWILL, LOSS OF DATA, OR OTHER INTANGIBLE LOSSES ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT. IN ADDITION, YOU WILL NOT HOLD A HOPE ENTITY RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT, INCLUDING WITH RESPECT TO DISTRIBUTION OF YOUR ADS AND/OR CONTENT.
11. Notices. We may send notices to you by email and/or to the mailing address set forth in the applicable IO or SOW. You agree to keep your contact, and if applicable, account information, current and correct and promptly notify us in writing of any changes to such information. You further agree to send all notices to us via recognized overnight courier or certified mail, return receipt requested, to: Chief Legal Officer, The Global H2O Initiative, P.B.C. d.b.a. HOPE Hydration, 4th St N # 26251 Saint Petersburg, FL 33702.
12. Choice of Law; Venue. The terms of the Agreement and any dispute relating thereto or between you and us will be governed by the laws of the State of Delaware, without regard to conflict/choice of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement. You and we agree to submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware.
13. Statute of Limitation/Time to File an Action. Each Party agrees that regardless of Applicable Law to the contrary, any claim or cause of action arising out of or related to use of any Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
14. Miscellaneous. The Agreement constitutes the entire agreement and understanding between the Parties regarding the subject matter contained herein, and supersedes all other agreements, proposals, representations, claims, and communications, written and oral, regarding the subject matter contained herein (including any additional, different, or conflicting terms on any of your forms, emails, or papers). No terms or conditions other than those set forth or referenced in the Agreement will be binding on either Party unless expressly agreed to by the applicable Party in writing. The terms of any specific Service Terms govern only that Service, and not any other Service, except as specifically referenced in such Service Terms. If there is a conflict between the Master Terms and Conditions, any Service Terms, and the IO or SOW, the conflict will be resolved according to the following order of precedence: (1) IO or SOW; (2) Service Terms, and (3) Master Terms and Conditions. Only a written instrument specifically waiving compliance that is executed by whichever Party is entitled to waive such compliance may waive any term and/or condition of the Agreement. No waiver by either Party of a breach of any provision hereof will be deemed a waiver of any other breach of such provision or a waiver of the provision. If any provision of the Agreement is held or made invalid or unenforceable for any reason, such invalidity will not affect the remainder of the Agreement, and the invalid or unenforceable provision will be replaced by a valid provision that has a similar economic effect. Except for your payment obligations, neither Party will have any liability under the Agreement by reason of any failure or delay in the performance of the applicable Party's obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet and/or electrical outages, computer viruses, acts of God, war, governmental action, pandemic, epidemic, or any cause that is beyond the applicable Party's reasonable control. The Parties are independent contractors and nothing in the Agreement will be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between the Parties. Except as expressly set forth in the Agreement, neither Party will have any right, power, or authority to create any obligation or responsibility on behalf of the other Party, and the Agreement is not intended to benefit, nor will it be deemed to give rise to any rights in, any third party. Notwithstanding the foregoing, you acknowledge and agree that the HOPE Entities are third-party beneficiaries to the Agreement and will be entitled to directly enforce, and rely upon, any provision in the Agreement which confers a benefit on, or rights in favor of, them. Neither Party may assign, sublicense, or transfer the Agreement or any right or duty under the Agreement except in connection with the reorganization, reincorporation, merger or sale of all or substantially all of the assets or stock of the applicable Party. Any assignment, transfer, or attempted assignment or transfer in violation of this Section will be void and of no force or effect. In addition, we may assign, delegate, sublicense, or otherwise transfer from time-to-time the Agreement, or the rights or obligations hereunder, in whole or in part, to our Affiliate(s). Any suggestions, comments, improvements, ideas, enhancement requests or feedback provided by you with respect to or relating to any Service may be used by us without compensation or attribution to you, and in connection therewith, you grant the HOPE Entities a perpetual, irrevocable, fully paid-up, unrestricted right and license to use any or all of the foregoing. The Services are proprietary to us and are protected by applicable state, federal, and international intellectual property laws. We retain all rights, title, and interests in the Services, together with all derivative works, modifications, enhancements, and upgrades, but excluding your ads and Content. Any rights not expressly granted in the Agreement are reserved by the applicable Party, and all implied licenses are disclaimed. As used in the Agreement, the word "including" is a term of enlargement meaning "including without limitation" and does not denote exclusivity, and the words "will", "shall", and "must" are deemed to be equivalent and denote a mandatory obligation or prohibition, as applicable. We may include your name and trademark/logo in marketing, promotional and sales materials, and press releases, including on our website. The Parties agree to work together on a joint press release, case study, and/or whitepaper. Finally, upon reasonable prior request, you agree to act as a reference for and take a call with our potential customers, and provide a quote from senior management.
15. Representative. This Section applies if you are an agency or other entity representing Clients ("Representative"), in which case "Client" means an entity (including a sole proprietor) that is/will be enrolled in a Service by you. Representative represents, warrants, and covenants that: (i) Client is a disclosed principal, and Representative is an authorized agent of Client and has the legal authority to enter into the Agreement on Client's behalf, make all decisions, and take all actions relating to each Client's campaign with us, and is entering into the Agreement, including to do each of the foregoing, (ii) by Representative enrolling a Client in a Service, the Client is also entering into the Agreement, and (iii) Representative will not, without our prior written consent: (a) make any representation, guarantee, condition, or warranty concerning a Service, (b) make any commitments to a Client or potential Client regarding any Service (e.g., guarantees as to any Service), or (c) negotiate any terms or conditions related to any Service which may affect the rights, protections, and/or obligations of HOPE, and/or that are inconsistent with the Agreement. Upon our request, Representative will promptly deliver to us (x) written confirmation of the relationship between Representative and Client, including written verification that designates Representative as the Client's agent and authorizes Representative to act on the Client's behalf in connection with the Agreement, (y) confirmation that Client has paid to Representative in advance funds sufficient to make payments pursuant to the Agreement, and (z) notify us if the relationship between Representative and Client changes during the Term of the Agreement. In the event of a termination of your relationship with a Client, Representative agrees that such Client may continue to use the Deliverables provided pursuant to any Service Terms, including account and performance history with respect to Client's advertising campaigns.
SERVICE TERMS
DOOH Service Terms
If you participate in the DOOH Service, the following Service Terms apply, which are also governed by the Master Terms and Conditions, above.
1. Access. We provide you with access to our Service for the purchase of and distribution of advertising on the Distribution Network for your or your client’s advertising campaigns as set forth in each IO (“DOOH Service”).The charges and fees for such Services will be shown on the applicable IO or otherwise mutually agreed to by the Parties via email.
2. Use of Content. In order to participate in the DOOH Service, you grant theHOPE Entities a non-exclusive, royalty-free, worldwide license in connection with the DOOH Service to format, adapt, and/or truncate your ads in order to be displayed and distributed through the Distribution Network. None of theHOPE Entities will have any liability for your ads or Content when used in compliance with the Agreement. A HOPE Entity may refuse, reject, cancel, or remove any ad, or Content such as for legal, liability, financial, technical, or security reasons. Your ads may be subject to inventory availability, and the final decision as to ad relevancy is at our reasonable discretion.
3. Campaigns. You agree to pay for all ads delivered for each campaign you purchase based on our measurements, which are the definitive measurements used to calculate your charges and fees. If a campaign is approved, the ads will be displayed as set forth on the applicable IO or as otherwise agreed between the parties (email acceptable). We will use good faith efforts to deliver the number of impressions within the time period stated in the applicable IO. All ads must comply with our then current policies, guidelines and specifications provided or made available to you at least 14 days prior to (i)the applicable campaign start date set forth on the applicable IO, or (ii) a mutually agreed subsequent effective date.
4. Reporting. We will provide the following standard monthly and end of campaign reporting unless otherwise specified in the applicable IO: (a) total impressions delivered; (b) flight dates and pacing; (c) share of voice (if applicable); and (d) a summary of delivery by location or market, to the extent available.
5. Termination; Effects of Termination. Notwithstanding Section 4 of the Master Terms and Conditions, you may not terminate these DOOH Service Terms until the end date of all campaigns set forth in each IO, except for our material breach that is not cured within 30 days of receipt of written notice specifying the material breach. Accordingly, you are responsible for paying for all impressions of your ads that are delivered. Sections 3 (first sentence) and 4 (end of campaign reporting only) of these DOOH Service Terms will survive termination or expiration of these DOOH ServiceTerms.
Experiential Event Service Terms
If we provide you with experiential event services, the following Service Terms apply, which are also governed by the Master Terms and Conditions, above.
1. Access. We provide you with access to our experiential event Services as set forth in the applicable SOW (“Event Service”). The charges and fees for such Services will be shown on the applicable SOW or otherwise mutually agreed to by the Parties via email.
2. Use of Content. To provide you with the Event Service(s), you grant the HOPE Entities a non-exclusive, royalty-free, worldwide license to use your Content for the Event Services described in the applicable SOW. None of the HOPE Entities will have any liability for your Content when used in compliance with the Agreement.
3. Termination. As set forth Section 4 of the Master Terms and Conditions, you may terminate these Event Service Terms only for our material breach that is not cured within 30 days of receipt of written notice specifying the material breach.
APPENDIX A
DEFINITIONS
1. “Affiliate” means, with respect to an entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity;
2. “Applicable Law” means, with respect to each of the Parties, any and all federal, state, provincial and local laws, administrative codes, ordinances, directives, treaties, governmental regulations, and Federal Trade Commission guidelines applicable to such Party or its activities in connection with the Agreement. For clarity, “Applicable Law” does not include guidelines or rules of, or the requirement of membership in, any industry or trade association;
3. “Confidential Information” means non-public information of a business, financial, or legal nature relating to the business of the disclosing Party, as well as its Affiliates and/or clients that is marked as “confidential” or “proprietary, or which should reasonably be interpreted to be confidential, proprietary, or trade secret information. Confidential Information may also include information disclosed to a disclosing Party by third parties. Confidential Information does not include any information which: (a) was publicly known and made generally available in the public domain prior to disclosure by the disclosing Party; (b) becomes publicly known and made generally available after disclosure by the disclosing Party through no fault of the receiving Party or anyone to whom the receiving Party discloses the other Party’s Confidential Information; (c) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party; (d) is obtained by the receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (e) is independently developed by the receiving Party without use of or reference to the other Party’s Confidential Information;
4. “Content” means individually and collectively, all information and content you provide or is provided on your behalf, use, or approve (including our suggestions) in connection with the Agreement, including all ads, ad content, creative, trademarks, service marks, and ad target options;
5. “Deliverable” means all deliverables provided pursuant to an IO or SOW.
6. “Distribution Network” means the network of advertising channels through which we distribute ads, including our digital out of home distribution platform of non-residential digital screens (“DOOH”);
7. “Distribution Network Entities” means each third party distributing your ads and/or Content through the Distribution Network;
8. “DOOH” is defined as set forth in Section 6, above;
9. “HOPE Entities” are HOPE and its Affiliates, and their officers, directors, consultants, contractors, agents, attorneys, employees, third-party service providers, and Distribution Network Entities;
10. “Party” or “Parties” means you or us, and collectively, you and us; and
11. “you” and “your” mean the person or entity entering into the Agreement, and as applicable, your agents, advertising agency representatives, consultants, contractors, Client and any person or entity acting or apparently acting on your behalf, and your and any Client Affiliate that accesses or utilizes a Service.
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