Terms & Conditions

1.1. During the Term (as defined below) of this Agreement, You agree to pay Company for all Services performed under this Agreement and the Advertising Agreement. Company will invoice You monthly for the Services performed by Company which include all associated fees and expenses in the amounts set forth on the respective Advertising Agreement (the "Fees"), which shall be paid no later than the payment date(s) set forth in the corresponding Advertising Agreement.

You expressly understand and agree to pay the amount set forth in the Advertising Agreement for the delivery of Services by Company. You understand and acknowledge that all amounts owed must be paid on agreed-upon date(s), and if no date is set forth in the Advertising Agreement, then payment is due and payable within thirty (30) days of the invoice date.

Fees not timely paid shall accrue interest equal to 1.5% of the unpaid Fees per day (or the highest rate permitted by law, if less) until paid in full. In the event that You are in breach of Your contractual obligations, aspects of Your campaign or service (e.g., Military Audience Extension, programmatic advertising) may be paused or terminated, including if timely payment is not received. Paid Fees are not refundable.

In the event of nonpayment or late payment of any Fees, and without affecting Your ongoing payment obligations for the Services, Company further reserves the right to suspend or terminate the Services until all Fees and applicable charges are paid in full.

1.2. Payments processed will reflect "Richland Creek Media" or "Military Brands" on any credit card or banking statements.

1.3. In the event of any failure by You to make payment, You will be responsible for all reasonable expenses (including attorneys' fees) incurred by the Company in collecting such amounts.

1.4. All payments due hereunder are in U.S. dollars and Fees are exclusive of any sales, use, or similar applicable taxes. You agree to pay all applicable sales, use, services, value-added, consumption, or other taxes arising, or that become due, in connection with Your purchase of the Services (except for any taxes or fees assessed upon Company's personal property or net income). All tax amounts will be listed on Your invoice.

1.5. A $50 service charge will apply to all returned checks.

2.1. On the corresponding Advertising Agreement, You have elected to retain the Company to provide one or more of the following sets of Services (each a "Package"):

1. digital promotional content, including display, programmatic, email, connected TV (CTV), video, and retargeting advertisements ("Digital Ads");
2. print advertising across Company publications ("Print Ads");
3. influencer marketing and content creator partnerships through the Military Creator Network ("Creator Services");
4. custom content and sponsored editorial ("Custom Content");
5. directory listings and business profiles ("Listings");
6. other marketing services or products ("Marketing Services"; and together with Digital Ads, Print Ads, Creator Services, Custom Content, and Listings, hereinafter referred to as "Ads"); or
7. any combination of the foregoing.

2.2. Each Package sets forth parameters for time, frequency, location, and other placement information with respect to Your Ads, listings, and other inclusions as outlined in the description ("Package Parameters") on the Advertising Agreement.

2.3. Your Ads will run for the period stipulated in the corresponding Advertising Agreement, subject to Your choice of Package and the applicable Package Parameters.

2.4. Within seven (7) days of the execution and delivery of the corresponding Advertising Agreement, You shall deliver to the Company a draft of Your Ads (the "Ad Draft"). Upon receipt thereof, the Company will modify the Ad Draft for the purpose of adapting it to the desired medium. From time to time the Company may provide certain advertisement specifications and You agree to cause all Ad Drafts to conform to such specifications.

You hereby grant Company a limited, non-exclusive, royalty-free license to use, reproduce, modify, adopt, format, display, and distribute any Ad Drafts provided by You and to conform such materials to the technical specifications, stylistic requirements, or formatting standards of the intended advertising medium, platform, or distribution channel as contemplated by the terms herein and/or in the Advertising Agreement.

The Company reserves all rights, but shall have no duty, to determine whether the content submitted for the Ads is acceptable for use on the applicable Websites. The Company shall not have any responsibility or liability for any errors, inaccuracies, or inappropriate content in the Ads. The Company may also, in its sole discretion, modify or refuse to publish any Ads that are not functional or compatible with the applicable Websites, that contain or link any Website to any content the Company reasonably deems to be objectionable, that violate any applicable laws, rules, or regulations of a governmental body, or that violate the Company's standards for publication.

Your failure to provide an Ad Draft within seven (7) days of the execution and delivery of the corresponding Advertising Agreement shall constitute Your authorization for the Company to design and post Your Ad (a "Company Designed Ad") on the applicable Website. You hereby grant Company a limited, non-exclusive, royalty-free license to use Your trademarks, service marks, logos, trade names, designs, and other brand elements to create, use, reproduce, display, distribute, and publish the Company Designed Ad solely in connection with the Services described herein and in the Advertising Agreement.

The Company makes no representations or warranties with respect to the style, design, shape, size, or any other aspect of any Company Designed Ad and You hereby waive Your right to, after the posting of any Company Designed Ad, protest the style, design, shape, size, or any other aspect of any Company Designed Ad.

All rights, title, and interest in and to any Ad Drafts (as they may be modified by the Company) and/or any Company Designed Ad shall remain Your exclusive property. To the extent the Company acquires any rights in any Ad Draft and/or any Company Designed Ad through the performance of Services under this Agreement, the Company agrees to assign, and hereby does assign, all such rights to You. You shall bear all reasonable costs and expenses associated with effecting such assignment.

2.5. Within seven (7) days of the execution and delivery of the corresponding Advertising Agreement, You shall deliver to the Company a completed onboarding form that includes information necessary for Company to begin preparation of the Services, including, but not limited to, intake and contact information, business name, type, and logistical information (the "Onboarding Form"). Upon receipt thereof, the Company will create the advertiser listing.

Your failure to provide an Onboarding Form within seven (7) days of the execution and delivery of the corresponding Advertising Agreement shall constitute Your authorization for the Company to create a listing based upon the information available to the Company. The Company shall not have any responsibility or liability for any errors, inaccuracies, or inappropriate content in the listing. The Company may also, in its sole discretion, modify or refuse to publish any listing details that are not functional or compatible with the Websites, that contain or link any Website to any content the Company reasonably deems to be objectionable, that violate any applicable laws, rules, or regulations of a governmental body, or that violate the Company's standards for publication.

2.6. The Company, in its sole discretion, may remove or revise the Company Websites, including any Company Website's content, nature, design, and organization, during the Term (as such term is defined in Section 3 "Term" below). If You believe that any such revision materially alters the value of the Ads placed on such Company Websites, You must notify the Company within fifteen (15) days of such revision and provide a detailed explanation of the adverse impact on the Ad, and Company will work with You in good faith to provide a reasonably satisfactory substitution for the affected Ad, if necessary. If You do not respond within the foregoing time period, You thereby agree to accept any such revision.

Any user or usage data or information collected via any Company Website or related to any Company Website shall be the property of the Company. You shall have the right to see and use such information contingent upon the Company Privacy Policy, available at militarybrands.com/privacy, which may be changed at the discretion of the Company.

2.7. You should be aware that, in general, information sent through the Internet is not secure. Email services that may be provided in connection with the Services generally are not encrypted and do not provide a secure and private means of communication with us.

For certain types of Services communications, we may require the use of encryption technologies provided for Your protection and/or require You to use Your identification information (the "User ID") and passwords. You are responsible for the confidentiality and use of Your User ID, password, and any other information that the Company (or any account portal used to monitor or manage Your Services (each, an "Account Portal")) may request or require, from time to time. If You become aware of any loss, theft, or unauthorized use of Your User ID, password, or any other information used by the Company or in connection with the Account Portal, You must immediately notify the Company.

2.8. Certain Packages may be subject to the terms and conditions provided by third-party advertising platforms, including but not limited to Google, StackAdapt, Meta, and Nextdoor. By using the Services provided under such Advertising Agreement, You agree and accept the Terms and Conditions as provided by such third-party platforms, and You further expressly agree to hold Company harmless from any liability or obligation of any sort for the products and services provided by any such third-party advertising platforms.

Certain Packages may include the Military Audience Extension program and are applicable to the same Company Designed Ads terms described in subsection 2.4 of this Section. For clarity, Company is not responsible for any advertising placement on websites that You may find disagreeable. The Company has partnered with numerous website domain providers and hosts to give the Company's advertising partners the opportunity to follow and connect with the U.S. military target audience across the internet via such providers. Company does not monitor each of these providers' content, and in no event is Company responsible for the content displayed on any such provider websites where an Ad has the potential to be displayed.

2.9. You acknowledge and agree that:

1. certain Products and Services may involve distribution of Your business content, including but not limited to business listing information (e.g., store location, hours of operation, and contact information) and/or other interactions with third parties (the "Publishers") that own or operate online business directories, search websites, social media websites, mobile apps, or other online properties (the "Publisher Sites");
2. You agree that all such content shall be subject to the Publishers' character limits, quality standards, and other applicable content policies and that any such content may be rejected, in whole or in part, by a Publisher at any time in its sole discretion, or modified at any time to comply with such policies;
3. Company does not guarantee that any of Your content will be displayed on any Publisher Site; and
4. the appearance and/or location of any of Your content placement may change at any time.

2.10. Military Creator Network. Certain Packages may include influencer marketing and content creator partnerships facilitated through the Military Creator Network (the "Creator Network"). The following terms apply to any Services involving the Creator Network:

3.1. This Agreement shall be effective on the date of Your use of the Services, when You use or access the Company Website, when You log in to the Company's portal, or upon the execution and delivery of an Advertising Agreement (in each case, and as applicable, the "Execution Date") and shall remain in effect for the Term (as defined below) or as long as You use the Services or the Company Website.

The Term of the Advertising Agreement will be for the period set forth in the corresponding Advertising Agreement, following the Execution Date (the "Initial Term"). Except as otherwise set forth in the Advertising Agreement, following the end of the Initial Term, this Agreement and the Advertising Agreement (as applicable) shall automatically renew for successive periods equal in length to the Initial Term (each a "Subsequent Term," and each Subsequent Term together with the Initial Term hereinafter collectively referred to as the "Term"), unless either party delivers to the other party, not less than thirty (30) days prior to the commencement of any Subsequent Term, notice of its desire for this Agreement not to so renew.

3.2. Notwithstanding anything herein to the contrary, no Services will be rendered by the Company while any payment due to the Company, as set forth on a corresponding Advertising Agreement, remains, to any extent, unpaid (including interest accrued pursuant to Section 1 of this Agreement).

3.3. You authorize the Company, in each Subsequent Term, to reproduce the Services You acquired in the Initial Term (whether Digital Ads, Print Ads, Creator Services, Custom Content, Listings, Marketing Services, or any combination thereof). In the event of any Subsequent Term, unless otherwise agreed to in writing by the parties, the terms and conditions of this Agreement will apply and control over any such Subsequent Term; provided, however, that at Company's sole discretion, Fees are subject to the Company's customary annual increase in Fees of five percent (5%) from the prior Term.

3.4. Any change of ownership or management of Your business will not dissolve the obligations set forth in the Advertising Agreement or this Agreement.

3.5. Company will not be liable for any oral agreements or special arrangements. The only Services provided by Company are as expressly described herein and in the Advertising Agreement, and any vendor authentication forms, onboarding documents, or similar administrative materials submitted by You or required by any third-party platforms shall be deemed procedural only and shall not modify, supplement, or supersede the terms expressly set forth herein or in the Advertising Agreement, unless this Section 3.5 is expressly referenced and incorporated into such document and such document is executed by an authorized representative of both parties.

3.6. Failure to acknowledge, approve, or return a completed Onboarding Form will not alter Your obligations or payment terms.

3.7. Cancellation/Termination. Subject to Section 3.1 above, the Advertising Agreement is non-cancellable after it is signed by both parties.

Notwithstanding the foregoing or anything herein to the contrary, if You terminate this Agreement for any reason, in addition to all other monies due and payable to Company, You agree to pay as liquidated damages all unpaid portions of the remaining Fees otherwise anticipated and quoted under this Agreement and any Advertising Agreement through the end of the applicable Term ("Termination Fee").

Additionally, Company reserves the right to immediately terminate the Advertising Agreement and stop providing the Services at any time for any reason or for a material breach of any provision of this Agreement or the Advertising Agreement by You, and in the event of a material breach, You agree to pay the Termination Fee.

4.1. In performing the Services, Company agrees to use reasonable care and supervision of its personnel and conduct its business operations in accordance with applicable laws, rules, or regulations (including as relates to intellectual property rights). The Company will make commercially reasonable efforts to keep all Company Websites where Your Digital Ads are featured running without interruption.

Notwithstanding the foregoing, You agree that the Website(s) may be inaccessible from time to time for: (1) reasons beyond the reasonable control of the Company, including interruption or failure of internet connectivity or any other communication links, network attacks or congestion, failures, interruptions, outages, or problems with any software, hardware, system, network facility, or other equipment; and (2) periodic maintenance procedures or upgrades performed by the Company or its agents.

When reasonably practicable, the Company will perform all maintenance and upgrades on weekdays (Monday–Friday, excluding holidays) outside the hours of 9:00 AM to 10:00 PM CT and on weekends (Saturday and Sunday, including holidays) at any time.

4.2. You represent and warrant to the Company that:

TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, THE COMPANY DOES NOT REPRESENT OR WARRANT THAT ANY ADVERTISEMENTS OR OTHER MATERIALS WILL BE DISPLAYED ON THE WEBSITES WITHOUT INTERRUPTION OR ERROR.

THE COMPANY SHALL HAVE NO LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON WITH RESPECT TO ANY LIABILITY, LOSS, OR DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS CAUSED BY OR ARISING OUT OF, EITHER DIRECTLY OR INDIRECTLY, ANY BREACH BY THE COMPANY OF THIS AGREEMENT, OR IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

IN NO EVENT SHALL THE COMPANY'S LIABILITY FOR ANY REASON UNDER ANY THEORY EXCEED THE AMOUNT ACTUALLY PAID TO COMPANY BY YOU UNDER THE CORRESPONDING ADVERTISING AGREEMENT IN CONNECTION WITH THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO SUCH CLAIM.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS, DAMAGES, LOSSES, OR EXPENSES ARISING OUT OF OR RELATED TO CONTENT CREATED, PUBLISHED, OR DISTRIBUTED BY ANY CREATOR PARTICIPATING IN THE MILITARY CREATOR NETWORK, INCLUDING BUT NOT LIMITED TO CLAIMS OF DEFAMATION, MISREPRESENTATION, FALSE ADVERTISING, INTELLECTUAL PROPERTY INFRINGEMENT, VIOLATION OF PRIVACY OR PUBLICITY RIGHTS, OR NONCOMPLIANCE WITH APPLICABLE LAWS OR REGULATIONS (INCLUDING FTC GUIDELINES). CREATORS ARE INDEPENDENT CONTRACTORS AND NOT EMPLOYEES, AGENTS, OR REPRESENTATIVES OF THE COMPANY, AND THE COMPANY DOES NOT CONTROL THE SUBSTANCE, ACCURACY, OR MANNER OF PRESENTATION OF CREATOR-GENERATED CONTENT.

THIS SECTION SHALL SURVIVE TERMINATION OF THE ADVERTISING AGREEMENT AND THE TERM.

You agree to indemnify, defend, and hold harmless the Company, its agents, representatives, members, shareholders, managers, and officers from and against any and all losses, damages, and costs (including reasonable attorneys' fees) incurred or suffered on account of or by reason of:

1. any breach or violation by You of any provision of this Agreement;
2. any act or omission by You, Your agents, representatives, officers, shareholders, members, partners, employees, or contractors;
3. actual or alleged infringement of any third party's intellectual property rights related to content provided by You for the Ads;
4. any claims, damages, losses, or expenses arising out of or related to Content created, published, or distributed by any Creator in connection with the Military Creator Network or any Campaign, including but not limited to claims of defamation, misrepresentation, false advertising, intellectual property infringement, violation of privacy or publicity rights, noncompliance with FTC Guidelines, or any other claim arising from the substance, accuracy, or manner of presentation of Creator-generated Content;
5. any breach by You of the non-solicitation and non-circumvention obligations set forth in Section 2.10.3, including all damages, lost profits, and costs incurred by the Company as a result thereof; and
6. any and all actions, suits, proceedings, claims, demands, assessments, and judgments incident to the foregoing.

This Section shall survive termination of the Advertising Agreement and the Term.

7.1. Confidential Information. During the Term, and for a period of three (3) years thereafter (except with respect to trade secrets, which shall be held in confidence for so long as they constitute trade secrets pursuant to applicable law), each party and its affiliates, directors, officers, employees, authorized representatives, agents, and advisors (including, without limitation, attorneys, accountants, consultants, bankers, and financial advisors) shall keep confidential all information concerning the other party's proprietary business procedures, products, services, operations, marketing materials, fees, and policies or plans, received or obtained during the negotiation or performance of this Agreement and the Advertising Agreement, whether such information is oral or written, and whether or not labeled as confidential by such party (collectively, "Confidential Information").

Provided, however, that either party may share Confidential Information of the other party with its officers, employees, or representatives as necessary in connection with the performance by that party of its obligations arising hereunder. The receiving party shall safeguard disclosure of Confidential Information to the same extent that the receiving party safeguards its own Confidential Information, but in any case will at minimum use reasonable care. Upon request of the disclosing party, the receiving party will promptly return to the disclosing party, or destroy (certifying in writing to the disclosing party the destruction of such), Confidential Information of the disclosing party.

7.2. Exclusions from Confidential Information. The following information shall not be considered "Confidential Information" for the purposes of this Agreement:

1. information which is or becomes publicly known without any fault of or participation by the receiving party or its representatives;
2. information which was in the receiving party's possession prior to the time it was received from the disclosing party, or came into the receiving party's possession thereafter, in each case lawfully obtained from a source other than the disclosing party or its representatives and not subject to any obligation of confidentiality or restriction on use;
3. information which is required to be disclosed by judicial, arbitral, or governmental order or process or operation of law, in which event the receiving party will, unless prohibited by law, notify the disclosing party of the requirement of disclosure before making such disclosure and will comply with any protective order or other limitation on disclosure obtained by the disclosing party; or
4. information which is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

8.1. All of the information and content on the Websites — including but not limited to all text, graphics, photos, artwork, software applications and code, video, audio, online communication, and user interface design, and any downloadable media, whether provided for free or at cost, including but not limited to downloadable content the Company hosts, communicates, or transmits, whether on social media or via any other means, or any comment the Company makes regarding the social media content of a party other than the Company (the "Content") — is the property of the Company, or its affiliates, or is being used by the Company with the express permission of a licensor, and is protected by copyright laws throughout the world.

You may not modify, reproduce, copy, distribute, transmit, display, publish, download or upload, sell, license, create derivative works of, or use any aspect of the Website or its Content for commercial or public purposes or for any other purpose not expressly permitted by this Agreement.

Nothing herein shall be construed to restrict the Company's rights to pursue all remedies available to it hereunder, at law or in equity, against any person for any unauthorized use, or unauthorized facilitation of use by another, of the Content, including, without limitation, a decree of specific performance and/or injunctive relief, and the exercise of any such right by the Company shall not prohibit the Company from seeking to enforce damages pursuant to any other Section hereof or otherwise available under the applicable law.

The use of the Content on any other website or in a networked computer environment for any purpose, or any other publication, republication, redistribution, or use of the Content — including, without limitation, framing the Content within another site — is expressly prohibited without the prior written consent of the Company, which may be withheld at the sole discretion of the Company. All copyright and other proprietary notices on any Content must be retained on any copies made thereof, including all Company trademarks. Any unauthorized reproduction, modification, distribution, or performance of any Content is strictly prohibited. The Company and its licensors reserve all rights not granted in this Agreement.

From time to time, the Company may post certain articles to the Websites, which may or may not have been written by the Company. Similarly, from time to time, You may be granted access to, and may access, certain Company blogs, Websites, or communal discussion boards (i.e., message boards, chat rooms, etc.) ("Supplemental Content"). This Supplemental Content shall be considered Content for the purpose of this Agreement.

8.2. All trademarks, logos, URLs, domain names, and service marks (each a "Mark" and collectively the "Marks"), registered or not, displayed on the Websites, are property of the Company or are otherwise the property of third parties. You are not permitted to use, copy, download, display, transmit, or modify any of these Marks in any way without the prior written consent of the rightful owner of the Mark, whether the rightful owner be the Company or a third party.

You may not include the Company name, any Mark, or any variation of the foregoing, as a metatag, hidden textual element, or any other indicator that may create an impression of affiliation, sponsorship, endorsement, or any other relationship between You and the Website or the Company.

8.3. Company shall use commercially reasonable efforts to:

1. maintain appropriate administrative, physical, and technical safeguards to protect the security and integrity of the Services and the confidentiality of Your or Your customers' personal information or data ("Customer Data") from unauthorized access, acquisition, or disclosure, destruction, alteration, accidental loss, misuse, or damage in accordance with its Privacy Policy, available at militarybrands.com/privacy (the terms and conditions of such policies are fully incorporated into this Agreement by reference herein), and Company shall ensure that all such safeguards, including the manner in which Customer Data is accessed, received, used, stored, processed, disposed of, and disclosed, comply with applicable data protection laws and regulations, as well as the terms and conditions of this Agreement; and
2. access and use the Customer Data solely to perform its obligations in accordance with this Agreement and as otherwise expressly permitted in the Advertising Agreement (collectively, "Security Program").

Company shall at its own expense use commercially reasonable efforts to contain and remedy any Security Breach to the extent that the remediation is within Company's reasonable control, including to comply with all applicable laws. During the Term, Company will maintain commercially reasonable insurance coverage that will include, at a minimum, technology errors and omissions and/or cyber liability insurance including both first- and third-party coverage with limits of at least $1,000,000 per occurrence and $2,000,000 in the aggregate.

9.1. Governing Law. These Terms shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to principles of conflicts of laws. Venue for any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Delaware in New Castle County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

9.2. Dispute Resolution. All disputes, claims, and controversies between the parties arising out of or related to this Agreement and the Services, including, without limitation, any claim of misrepresentation, breach, or non-performance, shall be resolved in the following manner:

• The aggrieved party shall provide notice to the other party, setting forth the nature of the dispute with reasonable detail.
• Within thirty (30) days of receipt of notice of the dispute, the parties' authorized representatives shall meet in person or via telephone to reach an agreement as to the nature of the dispute and the appropriate corrective action.
• The parties shall have sixty (60) days, or more if mutually agreed in writing, from receipt of notice of the dispute to resolve the dispute.

Neither party may commence legal suit, action, or proceeding arising out of this Agreement unless the parties have first complied with the informal dispute resolution procedures of this Section, or if these procedures are waived by all parties. Notwithstanding the foregoing, this clause shall not preclude the parties from seeking provisional remedies from a court of appropriate jurisdiction. Failure of a party to fulfill its obligations in this Section, including failure to timely respond to notice, shall be deemed a waiver for purposes of this Section.

9.3. Force Majeure. Company shall not be liable, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term set forth herein, except for any obligations to make payments, when and to the extent such failure or delay is caused by or results from acts beyond the Company's control, including, but not limited to, acts of God (including, without limitation, pandemics, epidemics, and other public health crises), labor disputes, force majeure events (including flood, fire, or explosion), action by any governmental authority, necessity, mechanical or electrical failure, or interruption or omission of the display of any Ads to be displayed pursuant to this Agreement (each, a "Force Majeure Event").

Provided that, upon the occurrence of a Force Majeure Event, Company will use commercially reasonable efforts to recommence performance as soon as possible, and in such Force Majeure Event, the Company may suggest a substitute time period for display of the interrupted or omitted advertisements.

9.4. Conflict. In the event of any conflict between this Agreement and the corresponding Advertising Agreement, or any other oral agreement, special arrangement, or procedural document required by You or any other third party, the language of this Agreement shall take precedence unless otherwise expressly set forth herein or therein, provided that such document makes express reference to this Section 9.4 and is duly executed by both parties.

Notwithstanding the foregoing, any renewal of the Advertising Agreement shall be governed by the then-current Terms and Conditions published at militarybrands.com/terms, which are incorporated herein by reference.

9.5. Assignment. Your rights, interests, and obligations hereunder may not be assigned, by operation of law or otherwise, in whole or in part, without the prior written consent of the Company.

9.6. Survival. The representations, warranties, covenants, and agreements made herein or in any Advertising Agreement shall survive the execution and delivery of this Agreement. In addition, any provisions that by their nature or context are reasonably intended to survive the termination or expiration of this Agreement or any Advertising Agreement shall so survive.

9.7. Severability. If any provision of this Agreement shall be judicially determined to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. If a court or arbitrator holds any such provision to be invalid or unenforceable, the adjudicating entity shall replace that provision with a provision that is valid and enforceable and most nearly reflects the intent of the original provision.

9.8. No Third-Party Beneficiaries. Except as stated herein, this Agreement will not benefit or create any right or cause of action in or on behalf of any person or entity other than You and the Company.

9.9. Independent Contractors. The parties are independent contractors and do not intend to create a relationship of partners, joint venturers, or any other association for profit between them. Except as expressly provided herein, each party shall bear all the costs and expenses associated with performing its obligations hereunder.

9.10. Mutual Non-Disparagement. Each party agrees not to directly or indirectly take, support, encourage, or participate in any action or attempted action which in any way would damage the reputation or business relationships of the other party. Each party further agrees not to make, or to direct any employees, affiliates, or agents to make, any disparaging remarks regarding the other party at any time. This Section will survive termination.

9.11. Company Assignment. Company may assign its rights and/or obligations hereunder: (a) to any subsidiary, parent company, or affiliate of Company; (b) pursuant to any sale or transfer of substantially all of its assets; or (c) pursuant to any financing, merger, or reorganization.

9.12. Modification and Waiver. No modification of this Agreement or any Advertising Agreement and no waiver of any breach of this Agreement or any Advertising Agreement will be effective unless in writing and signed by an authorized representative of each party. No waiver of any breach of this Agreement or any Advertising Agreement, and no course of dealing between the parties, will be construed as a waiver of any subsequent breach of this Agreement or any Advertising Agreement.

9.13. Entire Agreement. These Terms and the Advertising Agreement contain the entire agreement between the parties and supersede all prior and collateral representations, promises, and agreements in connection with the subject matter hereof. Any representation, promise, or agreement not incorporated in this Agreement or the Advertising Agreement shall not be binding on either party.

9.14. Notice. All notices, consents, and similar communications to any party shall be deemed to be sufficient if in writing, delivered in person, by electronic mail, an overnight courier, or first-class registered or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth below or such other address as may hereafter be designated in writing by such party: