These Standard Terms and Conditions are intended to offer a voluntary standard for conducting business in a manner acceptable to all parties. This document is to accompany NXTeck Customer Insertion Orders and represents a common understanding for doing business with NXTeck, a division of Frontier Financial Group, Inc., dba New Frontier Data.

DEFINITIONS

“Customer” means an advertiser, dispensary (including multi-state operators) under an applicable IO.

“Affiliate” means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity.

“Agency” means the advertising agency listed on the applicable IO, and if no Agency is listed, Agency shall mean Customer.

“CPM Deliverables” means Deliverables sold on a cost per thousand Events basis.

“Deliverable” or “Deliverables” means the reports delivered by Reporting Company (including analysis of visit data, impressions, clicks, or other data as described in an IO).

“Event” means any user action that is measured under an applicable IO (e.g. associated digital or mobile behaviour to in-store foot traffic).

“IO” means a mutually agreed insertion order or other order that incorporates these Terms, under which Reporting Company will deliver reports described in IO for the benefit of Agency or Customer.

“Licensed Data” means all data provided by Customer or Agency to Reporting Company under the IO (including data captured by the tracking pixel provided by Reporting Company).

“Reporting Company” means NXTeck, a division of Frontier Financial Group, Inc. dba New Frontier Data.

“Representative” means, as to an entity and/or its Affiliate(s), any director, officer, employee, consultant, contractor, agent, and/or attorney.

“Terms” means these Standard Terms and Conditions herein.

“Third Party” means an entity or person that is not a party to an IO; for purposes of clarity, Agency, Reporting Company, Customer, and any Affiliates or Representatives of the foregoing are not Third Parties.

1. LICENSE AND DATA
   1. Reporting Company shall capture certain data by Customer or Agency’s implementation of a tracking pixel provided by Reporting Company, to track conversion, performance and other metrics described in the IO.
   2. Reporting Company shall not resell, market, or transfer any Licensed data to any third parties unless permitted by Customer or Agency in writing.

1. INSERTION ORDERS AND REPORTS
   1. IO Details. Reporting Company and Customer or Agency may execute IOs that will be accepted as set forth in Section II(b). As applicable, each IO will specify: (i) the type(s) and amount(s) of Deliverables, (ii) the price(s) for such Deliverables, (iii) the start and end dates of the relevant reporting period(s).
   2. Company or Agency shall not publish the contents of any Report provided by Reporting Company without Reporting Company’s written consent.

• PAYMENT AND PAYMENT LIABILITY
  1. Where pre-payment is required, the Customer or Agency will send payment following the fee schedule stated in the IO. Otherwise, an invoice will be sent by Reporting Company to the billing email as set forth on the IO.
  2. Payment Date. Agency or Customer will make payment as stated in a payment schedule set forth on the IO or if not stated in IO, then 30 days from its receipt of invoice. If Customer or Agency’s credit is or becomes impaired, Reporting Company may require payment in advance.
  3. Late Payments. Agency or Customer shall pay the lesser of interest of 1.5% per month or the maximum rate of interest chargeable.

1. REPORTING
   1. Confirmation of Attribution Initiation. Reporting Company will, within two (2) business days of the start date on the IO, provide confirmation to Customer or Agency, stating whether the components of the IO have begun delivery.
   2. Cure for Reporting Failure. If Agency informs Reporting Company that Reporting Company has delivered an incomplete or inaccurate report, or no report at all, Reporting Company will cure such failure within ten (10) business days of receipt of such notice.

1. CANCELLATION AND TERMINATION
   1. Unless designated on the IO as non-cancellable, Customer or Agency may cancel the IO, or any portion thereof, as follows: With sixty (60) days written notice to Reporting Company, for any guaranteed Deliverable, including, but not limited to, Analytic Deliverables. Customer will remain liable to Reporting Company for amounts due for any custom content or development (“Custom Material”) provided to Customer or Agency or completed by Reporting Company or its third-party vendor prior to the effective date of termination. For IOs that contemplate the provision or creation of Custom Material, Reporting Company will specify the amounts due for such Custom Material as a separate line item. Customer or Agency will pay for such Custom Material within 30 days from receiving an invoice therefore.

1. FORCE MAJEURE
   1. Excluding payment obligations, none of the Customer, Agency or Reporting Company will be liable for delay or default in the performance of its respective obligations under these Terms if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes (“Force Majeure event”). If Reporting Company suffers such a delay or default, Reporting Company will make reasonable efforts within five (5) business days to recommend a substitute time period for the transmission. If no such substitute time period is reasonably acceptable to Customer or Agency, Reporting Company will allow Customer or Agency a pro rata reduction in the space, time, and/or program charges hereunder in the amount of money assigned to the space, time, and/or program charges at time of purchase. In addition, Customer or Agency will have the benefit of the same discounts that would have been earned had there been no default or delay.
   2. Related to Payment. Agency will make every reasonable effort to make payments on a timely basis to Reporting Company. Failure to receive payment from its clients or Third Parties, will not in any way relieve Agency from any of its obligations as to the amount of money that would have been due and paid to Reporting Company.

• TRADEMARK USAGE
  1. Reporting Company, Customer, Agency and their Affiliates will not use the other’s trade name, trademarks, logos in any public announcement (including, but not limited to, in any press release) regarding the existence or content of these Terms or an IO without the other’s prior written approval.

• INDEMNIFICATION
  1. By Customer. Agency and/or Customer will defend, indemnify, and hold harmless Reporting Company and each of its Affiliates and Representatives from Losses resulting from any Claims brought by a Third Party resulting from (i) . Agency and/or Customer’s alleged breaches or of Agency and/or Customer’s representations and warranties, (ii) Agency and/or Customer’s violation of Policies (to the extent the terms of such Policies have been provided (e.g., by making such Policies available by providing a URL) via email or other affirmative means, to Agency or Customer at least 14 days prior to the violation giving rise to the Claim.
  2. By Agency. Agency represents and warrants that it has the authority as Customer’s agent to bind Customer to these Terms and each IO, and that all of Agency’s actions related to these Terms and each IO will be within the scope of such agency. Agency will defend, indemnify, and hold harmless Reporting Company and each of its Affiliates and Representatives from Losses resulting from (i) Agency’s alleged breach of the foregoing sentence, or (ii) Claims brought by a Third Party alleging that Agency has breached its express, Agency-specific obligations.
  3. The indemnified party(s) will promptly notify the indemnifying party of all Claims of which it becomes aware (provided that a failure or delay in providing such notice will not relieve the indemnifying party’s obligations except to the extent such party is prejudiced by such failure or delay), and will: (i) provide reasonable cooperation to the indemnifying party at the indemnifying party’s expense in connection with the defence or settlement of all Claims; and (ii) be entitled to participate at its own expense in the defence of all Claims.

1. LIMITATION OF LIABILITY
   1. Excluding Agency’s, Customer’s, and Reporting Company’s respective obligations under Section VIII, damages that result from a breach of Section X, or intentional misconduct by Agency, Customer, or Reporting Company, in no event will any party be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever, including, but not limited to, damages for loss of profits, business interruption, loss of information, and the like, incurred by another party arising out of an IO, even if such party has been advised of the possibility of such damages.

1. NON-DISCLOSURE, DATA USAGE AND OWNERSHIP, PRIVACY AND LAWS
   1. Definitions and Obligations. “Confidential Information” will include (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. Without limiting the foregoing, Discloser and Recipient agree that each Discloser’s contribution to IO Details (as defined below) shall be considered such Discloser’s Confidential Information. Recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. Recipient shall not disclose Confidential Information to anyone except an employee, agent, Affiliate, or third party who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section. Recipient will not use Discloser’s Confidential Information other than as provided for on the IO
   2. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” will not include information which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of Recipient; (iii) was rightfully in Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to Recipient by Discloser; (iv) was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidentiality. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange, or as necessary to establish the rights of either party under these Terms; provided, however, that both Discloser and Recipient will stipulate to any orders necessary to protect such information from public disclosure.
   3. Additional Definitions. As used herein the following terms shall have the following definitions: i. “User Information” is personally identifiable information collected from individual users tracked pursuant to the IO. ii. “Event Data” is data gathered during and pursuant to the IO (e.g., conversion, events, impressions, clicks, interactions), but excluding Site Data. iii. “Reporting Company Data” is any data that is pre-existing Reporting Company data used by Reporting Company pursuant to the IO. iv. “Repurposing” means appending data to a non-public profile regarding a user for purposes other than performance of the IO. v. “Aggregated” means a form in which data gathered under an IO is combined with data from numerous individuals and precludes identification, directly or indirectly, of an individual. vi. “Collected Data” consists of Event Data, and Reporting Company Data.
   4. Use of Collected Data. i. Unless otherwise authorized by Agency or Customer, Reporting Company will not: (A) use or disclose Event Data on a non-Aggregated basis, for Repurposing or any purpose other than performing under the IO, compensating data providers in a way that precludes identification of the Customer, or internal reporting or internal analysis; or (B) use or disclose any User Information in any manner other than in performing under the IO. ii. Customer, Agency, and Reporting Company (each a “Transferring Party”) will require any Third Party or Affiliate used by the Transferring Party in performance of the IO on behalf of such Transferring Party to be bound by confidentiality and non-use obligations at least as restrictive as those on the Transferring Party, unless otherwise set forth in the IO.
   5. User Information. All User Information is the property of Customer/Agency, is subject to the Customer/Agency’s posted privacy policy and is considered Confidential Information of Customer. Any other use of such information will be set forth on the IO and signed by both parties.
   6. Privacy Policies. Agency, Customer, and Reporting Company will post on their respective Web sites their privacy policies and adhere to their privacy policies, which will abide by applicable laws. Failure by Reporting Company, on the one hand, or Agency or Customer, on the other, to continue to post a privacy policy, or non-adherence to such privacy policy, is grounds for immediate cancellation of the IO by the other party.
   7. Compliance with Law. Agency, Customer, and Reporting Company will at all times comply with all federal, state, and local laws, ordinances, regulations, and codes which are applicable to their performance of their respective obligations under the IO.
   8. Agency Use of Data. Agency will not: (i) use Collected Data unless Company is permitted to use such Collected Data, nor (ii) use Collected Data in ways that Company is not allowed to use such Collected Data. Notwithstanding the foregoing or anything to the contrary herein, the restrictions on Customer in Section X(d)(i) shall not prohibit Agency from (A) using Collected Data on an Aggregated basis for internal media planning purposes only (but not for Repurposing), or (B) disclosing qualitative evaluations of Aggregated Collected Data to its clients and potential clients, and Reporting Companies on behalf of such clients or potential clients, for the purpose of media planning.
2. MISCELLANEOUS
   1. Necessary Rights. Reporting Company represents and warrants that Reporting Company has all necessary permits, licenses, and clearances to sell the Deliverables specified on the IO subject to these Terms. Customer represents and warrants that Customer has all necessary licenses and clearances to use the content contained in the Ads and Advertising Materials as specified on the IO and subject to these Terms, including any applicable Policies.
   2. Neither Agency nor Customer may resell, assign, or transfer any of its rights or obligations hereunder, and any attempt to resell, assign, or transfer such rights or obligations without Reporting Company’s prior written approval will be null and void. All terms and conditions in these Terms and each IO will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors, and assigns.
   3. Entire Agreement. Each IO (including the Terms) will constitute the entire agreement of the parties with respect to the subject matter thereof and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the IO. The IO may be executed in counterparts, each of which will be an original, and all of which together will constitute one and the same document.
   4. Conflicts; Governing Law; Amendment. In the event of any inconsistency between the terms of an IO and these Terms, the terms of the IO will prevail. All IOs will be governed by the laws of Delaware. Reporting Company and Agency (on behalf of itself and Customer) agree that any claims, legal proceedings, or litigation arising in connection with the IO (including these Terms) will be brought solely in Delaware, and the parties consent to the jurisdiction of such courts. No modification of these Terms will be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect. All rights and remedies hereunder are cumulative.
   5. Any notice required to be delivered hereunder will be deemed delivered three days after deposit, postage paid, in U.S. mail, return receipt requested, one business day if sent by overnight courier service, and immediately if sent electronically or by fax. All notices to Reporting Company and Agency will be sent to the contact as noted on the IO with a copy to the Legal Department. All notices to Customer will be sent to the address specified on the IO.
   6. Sections I(c), III, VIII, IX, X, and XI will survive termination or expiration of these Terms, and Section IV will survive for 30 days after the termination or expiration of these Terms.
   7. Section or paragraph headings used in these Terms are for reference purposes only and should not be used in the interpretation hereof.