Screenbridge Reach — Terms & Conditions

Please read these Terms and Conditions ("Terms") carefully before accessing or using the services offered by Screenbridge, Inc. (together with its successors and assigns, "Screenbridge," "we," "us," or "our"). These Terms govern your ("Customer," "you," or "your") access to and use of: (a) our connected television ("CTV") and video media-buying and campaign-management services, including the Screenbridge Reach platform (the "Platform Services"); and (b) our creative production services, including the production of CTV and video advertising creative from your existing assets (the "Creative Services," and together with the Platform Services, the "Services").

By clicking "I Accept," signing an order form or media agreement that references these Terms, or otherwise accessing or using any part of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you are not authorized to use the Services and must immediately cease all access and use.

These Terms are incorporated by reference into any order form, insertion order, media agreement, or statement of work you enter into with us (each, an "Order"), provided the Order references these Terms and is executed by each party. These Terms, each applicable Order, and our Privacy Policy together form the entire agreement between the parties (the "Agreement").

If you are entering into this Agreement on behalf of a company or other entity (an "Organization"), you represent that you have authority to bind that Organization, and "you" refers to that Organization and its authorized users.

If you are an agency entering into this Agreement on behalf of an advertiser client, "Customer" means both the agency and the advertiser client(s) whose campaigns are run using the Services, and the agency represents that it is authorized to bind each such advertiser client.

1. Eligibility and Accounts

1.1 Eligibility. You may use the Services only if you can form a legally binding contract with us, are at least 18 years old (or the age of majority in your jurisdiction), and will use the Services in compliance with these Terms and all applicable laws, rules, and regulations ("Applicable Law").

1.2 Accounts. Your account on the Platform Services (your "Account") gives you access to features we make available from time to time. You are responsible for all activity that occurs under your Account, for keeping your credentials secure, and for any unauthorized use. Notify us immediately at info@screenbridge.tv of any breach of security or unauthorized use. Any user with administrator access to your Account may modify settings, access, and billing information. We are not liable for losses caused by unauthorized use of your Account.

1.3 Suspension and Termination of Access. We may suspend or terminate your access to your Account or the Services, with or without notice, if you violate these Terms or as otherwise permitted herein.

2. The Services

2.1 Platform Services. The Platform Services provide access to CTV and video advertising inventory and campaign management, including campaign setup, audience targeting, optimization, and a performance reporting dashboard. We provide media buying and campaign management on your behalf as described in your Order.

2.2 Creative Services. As described in your Order, we produce CTV and video advertising creative ("Deliverables") engineered from creative assets you provide, such as user-generated content ("UGC"), influencer or creator content, social-ready video, brand footage, product imagery, and related materials (collectively, "Customer Assets"). Deliverables may include editing, motion graphics, branded design, scripting, and voiceover.

2.3 AI-Assisted Production. You acknowledge that we may use artificial-intelligence tools in producing Deliverables, including AI-generated or AI-assisted voiceover produced using licensed synthetic-voice technology. We represent that we hold or have licensed the rights necessary to use such voice technology in the Deliverables we produce for you. You are responsible for reviewing and approving each Deliverable before it runs.

2.4 Inventory Source. CTV inventory is accessed through third-party supply-side platforms and inventory partners, including Magnite. Availability, placement, and pricing of inventory are determined by those partners and by real-time market conditions. We do not control, and do not guarantee, the availability, volume, or cost of any particular inventory.

2.5 License to Use the Platform. Subject to your compliance with the Agreement, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform Services solely for your internal business purposes during the term. All rights not expressly granted are reserved to us.

3. Acceptable Use

You will not, and will not permit any third party to: (a) reverse engineer, decompile, or attempt to access the source code of the Platform Services; (b) resell, sublicense, rent, lease, or otherwise commercially exploit the Services except as expressly permitted; (c) copy, modify, or create derivative works of the Platform Services; (d) use the Services to build or benchmark a competing product or service; (e) use any automated means to scrape or access the Services except as expressly authorized; (f) interfere with or disrupt the integrity or performance of the Services; (g) attempt to gain unauthorized access to the Services or related systems; (h) transmit malicious code; or (i) use the Services in violation of Applicable Law or any third-party right.

4. Customer Assets, Ads, and Representations

4.1 Your Assets. As between you and us, you (or your licensors) own all Customer Assets and all ads, creative, text, images, branding, URLs, tags, and pixels you submit or that are submitted on your behalf (collectively with Customer Assets, "Customer Content").

4.2 License to Us. You grant us a non-exclusive, worldwide, royalty-free, sublicensable license to access, reproduce, modify, edit, and use the Customer Content as necessary to provide the Services (including to produce Deliverables, run campaigns, and for testing and compliance). You also grant us a license to use Deliverables and campaign results for our own marketing and promotional purposes, subject to Section 11.5.

4.3 Clearance and Rights — Customer Responsibility. You represent, warrant, and covenant that:

• (a) you own or have obtained all rights, licenses, consents, and permissions necessary for us to use the Customer Content to produce Deliverables and run campaigns on CTV and any other channels specified in your Order, including all rights to use any UGC, influencer, or creator content on connected television;
• (b) the Customer Content, and our authorized use of it, will not violate Applicable Law or infringe or misappropriate any third party's intellectual-property, privacy, publicity, or other rights;
• (c) any individuals appearing in the Customer Content have granted all releases necessary for their likeness and voice to be used in CTV advertising;
• (d) you will not provide any content that is unlawful, deceptive, infringing, defamatory, or otherwise objectionable, or that violates the prohibited-content standards in Section 5; and
• (e) you will not provide any sensitive personal data, or any data of or content directed to individuals under 18.

You acknowledge that confirmation of these rights is required as part of onboarding, and that you remain solely responsible for clearance of all Customer Content regardless of any assistance we provide.

4.4 Ad Review. We may review, reject, or require modification of any creative or campaign that we determine, in our reasonable discretion, violates these Terms or Applicable Law. Approval by us does not relieve you of your responsibilities under Section 4.3.

5. Prohibited and Restricted Content

You will not use the Services to produce or run advertising that: promotes illegal products, services, or activities; is fraudulent, deceptive, or makes unsupported claims; infringes third-party trademarks or copyrights; discriminates based on protected characteristics; contains hate speech, harassment, violence, or sexually explicit content; promotes tobacco, weapons, counterfeit goods, or fake documents; or is otherwise objectionable as determined by us. Certain categories — including alcohol, dating, financial services and short-term loans, health and supplements, medicines, gambling, cryptocurrency, and political advertising — may be restricted and subject to additional requirements or Applicable Law. You are solely responsible for ensuring your advertising and the products and services it promotes comply with Applicable Law.

6. Deliverables — Ownership, Creative Credits, and Buyout

6.1 Creative Included in Media Commitment. Subject to the Agreement, Creative Services are provided as part of your media commitment. Deliverables are produced on the cadence and at the volume described in your Order or plan tier. Except as set out in this Section 6, no separate up-front creative production fee is charged.

6.2 Creative Accrual. Unless otherwise stated in your Order, you are entitled to one (1) Premium 30-second Deliverable for each fifty thousand U.S. dollars ($50,000) in gross media spend through the Platform Services, accruing and produced on the cadence described in your plan. Additional or alternative formats, tiers, cutdowns, and variations may be provided as specified in your Order.

6.3 Alternative Media Credit. If you are entitled to an included Deliverable but elect not to use it, you may instead request a media credit of two thousand five hundred U.S. dollars ($2,500) per foregone Deliverable, to be applied to your media spend through the Platform Services. You acknowledge that the standalone value of an included Deliverable is ten thousand U.S. dollars ($10,000), that the alternative media credit is offered at a reduced value, and that such credits are non-refundable, non-transferable, and must be used prior to termination of the Agreement.

6.4 Ownership of Deliverables Before Transfer. As between the parties, Screenbridge owns all right, title, and interest in and to each Deliverable (excluding the underlying Customer Content, which remains yours) until ownership of that Deliverable transfers to you under Section 6.5. Before transfer, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to run that Deliverable as a CTV advertisement solely through the Screenbridge Reach Platform Services. Before transfer, you may not run, distribute, post, sublicense, or use the Deliverable on any other platform, channel, or medium — including linear television, social media, paid or organic digital, or any third-party CTV or media-buying service — without our prior written consent.

6.5 Transfer of Ownership. Ownership of a Deliverable transfers from Screenbridge to you, and we hereby assign to you all of our right, title, and interest in and to that Deliverable (subject to Section 6.6), upon the earliest to occur of:

• (a) your reaching fifty thousand U.S. dollars ($50,000) in gross media spend through the Platform Services attributable to the campaign(s) for which that Deliverable was produced;
• (b) your payment of a buyout fee of ten thousand U.S. dollars ($10,000) for that Deliverable; or
• (c) the parties' mutual written agreement.

Upon transfer, and subject to Section 6.6, the Deliverable becomes yours and you may use it on any channel, subject to your continued responsibility for clearance of all underlying Customer Content.

6.6 Retained and Third-Party Materials. Any transfer of ownership under Section 6.5 is subject to: (i) the rights of third parties whose materials are contained in the Deliverable (e.g., stock footage, music, licensed synthetic voices, fonts), which remain subject to their applicable licenses; and (ii) our retained ownership of any tools, templates, software, techniques, and know-how, and any pre-existing or independently developed materials, that we use to produce Deliverables ("Screenbridge Materials"). To the extent any Screenbridge Materials are embedded in a transferred Deliverable, we grant you a royalty-free, perpetual, worldwide license to use them solely as part of that Deliverable, and not on a standalone basis.

6.7 Synthetic Voice and Licensed Elements. Where a Deliverable includes AI-generated voiceover or other licensed elements, your rights to use those elements are limited to their use within the Deliverable and are subject to the terms of the applicable underlying license.

7. Fees, Billing, and Payment

7.1 Fees. You will pay the fees set out in your Order, which may include a monthly media spend, creative buyout fees, and fees for additional services. Fees are stated in U.S. dollars and are exclusive of taxes.

7.2 Media Spend. Plans require a monthly media spend as described in your Order. You authorize us to apply your committed media budget to inventory purchased on your behalf, together with our applicable platform and service fees as disclosed in your Order.

7.3 Invoicing and Payment. Unless your Order states otherwise, we will invoice you monthly, and invoices are due within thirty (30) days of the invoice date. Payment may be made through the Platform or by another method we authorize in writing (including working with your accounts-payable team). If you provide a payment method on the Platform, you authorize us and our payment processor to charge it for amounts due.

7.4 Late and Disputed Amounts. If you believe an invoice is incorrect, you must notify us within thirty (30) days of the invoice date to be eligible for an adjustment. Undisputed amounts not paid when due may accrue a late charge of 1.5% per month (or the maximum permitted by Applicable Law, whichever is less) and may result in suspension or termination of the Services.

7.5 Taxes. Fees are exclusive of all taxes other than taxes on our net income. You are responsible for all applicable sales, use, value-added, and similar taxes, unless you provide a valid exemption certificate.

7.6 Promotional and Introductory Pricing. We may offer introductory, pilot, or promotional pricing, plans, or credits, subject to eligibility and conditions disclosed at the time of offer. We may modify or discontinue such offers at any time. Introductory pricing applies only as expressly stated in your Order and does not carry over to renewal terms unless agreed in writing.

8. Performance, Measurement, and No Guarantee

8.1 Reporting. We provide campaign reporting through the Platform dashboard, including metrics such as impressions, completion rates, and audience information. Metrics reported through the Platform and by our inventory and measurement partners are the source of record for amounts owed and for performance discussions.

8.2 Measurement and Attribution. You acknowledge that CTV is generally not a last-click channel, that attribution and incrementality are inherently estimates, and that any lift, attribution, or incrementality figures are directional. Where attribution, measurement, or incrementality services (including geo holdout testing) are included in your plan, they are provided on a reasonable-efforts basis and do not constitute a guarantee of results.

8.3 No Guarantee of Results. We do not warrant or guarantee any specific campaign outcome, sales lift, return on ad spend, conversion rate, level of statistical significance, inventory availability, or match rate. Statements regarding expected timelines, lift ranges, or significance are estimates only and depend on factors outside our control, including your creative, offer, budget, conversion volume, and market conditions.

9. Intellectual Property

9.1 Screenbridge IP. We and our licensors own all right, title, and interest in and to the Platform Services, all software, technology, and materials made available through the Services (excluding Customer Content and transferred Deliverables), and all Screenbridge Materials, including all improvements thereto. Use of any of the foregoing except as expressly permitted is prohibited.

9.2 Customer IP. You retain ownership of the Customer Content and of Deliverables that have transferred to you under Section 6.5, subject to Section 6.6.

9.3 Usage Data. We may collect and use technical, diagnostic, and usage data relating to the Services and to the performance of campaigns and Deliverables ("Usage Data"). We own all Usage Data and may use it to provide, maintain, and improve the Services and for research and analytics, provided that we do not publicly identify you or any individual without your consent.

9.4 Feedback. If you provide suggestions or feedback about the Services, you assign to us all rights in that feedback, and we may use it without restriction or compensation.

10. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that should reasonably be understood to be confidential, including business, product, technology, pricing, and marketing information. Our pricing, metrics, and non-public platform features are our Confidential Information. The receiving party will protect Confidential Information with at least reasonable care, use it only to perform under the Agreement, and disclose it only to representatives and advisors who need to know it and are bound by comparable obligations. These obligations do not apply to information that is public through no fault of the receiving party, already known without obligation, independently developed, or rightfully received from a third party. Confidentiality obligations survive for one (1) year after termination (and longer for trade secrets, as permitted by Applicable Law).

11. Privacy and Data

11.1 Compliance. Each party will comply with all applicable data privacy and protection laws ("Privacy Laws") in connection with the Services.

11.2 Customer Data Responsibilities. You are responsible for ensuring that any data you provide or make accessible to us, and any data collected via pixels or tags on your properties, is collected and shared in compliance with Privacy Laws, including providing all required notices and obtaining all required consents.

11.3 Restricted Data. You will not provide us with sensitive personal data, data of individuals under 18, or data collected from properties directed to individuals under 18.

11.4 Privacy Policy. You will maintain a public privacy policy on your properties that complies with Privacy Laws and discloses your data collection, use, sharing, and opt-out mechanisms, including the use of cookie and non-cookie technology for interest-based advertising.

11.5 Data Processing. To the extent we process personal data on your behalf, such processing is subject to a Data Processing Addendum, which will be incorporated into the Agreement where applicable.

12. Publicity

We may identify you as a Screenbridge customer and use your name and logo on our website and in marketing materials, and may reference de-identified campaign results. We will stop upon your written request to info@screenbridge.tv.

13. Term and Termination

13.1 Term. The Agreement begins when you first accept these Terms or access the Services and continues for the term stated in your Order, or, if none is stated, for as long as you use the Services.

13.2 Termination. Either party may terminate as set out in the applicable Order. If no term is stated, either party may terminate on written notice, subject to your obligation to pay for Services and media spend incurred through the effective date of termination, and subject to any minimum commitment in your Order. We may suspend or terminate immediately for your breach, non-payment, fraudulent or unlawful use, or risk to the Services or other customers.

13.3 Effect of Termination. Upon termination: (a) all licenses granted to you terminate, except that any Deliverable that has transferred to you under Section 6.5 remains yours; (b) any Deliverable that has not transferred to you remains owned by Screenbridge and your license to use it ends; (c) you will pay all amounts owed through the date of termination; and (d) each party will return or destroy the other's Confidential Information on request.

14. Warranty Disclaimer

EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICES, PLATFORM, AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT INVENTORY WILL BE AVAILABLE, OR THAT ANY CAMPAIGN WILL ACHIEVE ANY PARTICULAR RESULT. NO ADVICE OR INFORMATION OBTAINED FROM US CREATES ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR (A) YOUR PAYMENT OBLIGATIONS, (B) A PARTY'S INDEMNIFICATION OBLIGATIONS, (C) A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (D) A PARTY'S VIOLATION OF THE OTHER'S INTELLECTUAL-PROPERTY RIGHTS, OR (E) A PARTY'S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO SCREENBRIDGE IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

16. Indemnification

16.1 By You. You will defend, indemnify, and hold harmless Screenbridge and its affiliates, and their respective officers, directors, employees, and agents, from any third-party claim arising from: (a) the Customer Content, including any claim that it infringes or misappropriates a third party's rights or that required clearances or releases were not obtained; (b) your breach of the Agreement or of your representations and warranties; (c) your violation of Applicable Law or any third-party right; or (d) your use of the Services in a manner not permitted by the Agreement.

16.2 By Us. We will defend, indemnify, and hold harmless you from any third-party claim alleging that the Platform Services or the Deliverables (excluding the Customer Content and excluding any third-party or licensed elements provided or cleared by you) infringe a third party's U.S. intellectual-property rights, and will pay damages finally awarded or agreed in settlement. We have no obligation for claims arising from Customer Content, your breach, or combinations or modifications not made by us.

16.3 Procedure. The indemnified party will promptly notify the indemnifying party, allow it to control the defense, and reasonably cooperate. The indemnifying party will not settle in a way that imposes liability on the indemnified party without consent.

17. Governing Law and Dispute Resolution

17.1 Governing Law. The Agreement, and any dispute arising out of or relating to it, is governed by the laws of the State of New York, without regard to its conflict-of-laws rules. Any arbitration is governed by the Federal Arbitration Act.

17.2 Informal Resolution. Before initiating arbitration, the parties will attempt in good faith to resolve any dispute by contacting info@screenbridge.tv; if not resolved within sixty (60) days, either party may proceed to arbitration.

17.3 Arbitration; Jury Waiver. Any dispute not resolved informally will be finally resolved by binding arbitration administered by JAMS under its applicable rules, seated in New York, New York. Judgment on the award may be entered in any court of competent jurisdiction. Each party waives any right to a jury trial. Either party may seek injunctive or equitable relief from a court of competent jurisdiction to protect its intellectual property or confidential information.

17.4 Class Action Waiver. To the fullest extent permitted by Applicable Law, disputes will be resolved only on an individual basis, and not as a class, consolidated, or representative action.

17.5 Venue. Subject to the arbitration provisions, the state and federal courts located in New York County, New York will have exclusive jurisdiction, and each party consents to that jurisdiction. The prevailing party in any action to enforce the Agreement is entitled to its reasonable costs and attorneys' fees.

18. General

18.1 Assignment. You may not assign the Agreement without our prior written consent; we may assign it without restriction. Any prohibited assignment is void.

18.2 Changes to These Terms. We may modify these Terms from time to time. Material changes become effective on posting or on the date stated in our notice. Your continued use of the Services after changes take effect constitutes acceptance.

18.3 Entire Agreement; Severability. The Agreement is the entire agreement between the parties regarding the Services and supersedes all prior agreements on that subject. If any provision is held invalid, the remaining provisions remain in effect. In the event of a conflict between these Terms and an executed Order, the Order controls with respect to its subject matter.

18.4 No Waiver. A party's failure to enforce any provision is not a waiver of that or any other provision.

18.5 Force Majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control.

18.6 Relationship of the Parties. The parties are independent contractors; the Agreement creates no agency, partnership, joint venture, or employment relationship.

18.7 Notices. Notices will be in writing and sent to the contact information in your Order or Account, or, to us, at info@screenbridge.tv.

18.8 Survival. Sections relating to fees owed, ownership and IP, confidentiality, warranty disclaimer, limitation of liability, indemnification, dispute resolution, and these general provisions survive termination.

18.9 Contact. Questions about these Terms: info@screenbridge.tv.

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