INSERTION ORDER ADDENDUM

This Insertion Order Addendum (“Addendum”) is entered into as of the Addendum Effective Date stated in the header of this document and is made between the parties identified in the header of the applicable Insertion Order (“IO”), namely Teton Ridge, LLC (“Media Company”) and the agency listed therein (“Agency”), on behalf of its client advertiser also listed in the IO (“Advertiser”). This Addendum is made a part of the IO between the same and/or their respective Affiliates, together with any subsequent revisions thereof, as the case may be. This Addendum hereby incorporates the following: (a) the applicable IO; and (b) Version 3.0 of the AAAA/IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less (available at: https://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf ) (the “IAB Terms”). Each party represents that it has received, read, understands, and agrees to be bound by this Addendum, and that it has the authority to enter into this Addendum and to grant the rights and undertake the obligations set forth herein. This Addendum will be governed by the laws of the State of Texas, without regard to conflict of laws principles, and all actions arising from or relating to the IO will be brought before a single arbitrator in the American Arbitration Association in New York, NY. The parties agree that to the extent there is a conflict between the IO and the terms and conditions of this Addendum, the following order of precedence shall govern: (i) first, this Addendum, unless expressly stated to the contrary in the applicable IO; (ii) second, the applicable IO; and (iii) third, any other documents incorporated into any of the foregoing by reference. This Addendum shall be non-precedential and non-citable for future negotiations between the parties. Capitalized terms used herein will, unless otherwise stated, have the meaning defined in the IAB Terms. Any Media Company or Agency Affiliate may avail itself of this Addendum and the terms contained in this Addendum by executing a valid IO referencing this Addendum, in which case, references to “Media Company” and “Agency” herein will be deemed to refer to such Media Company and/or Agency Affiliate (as applicable) for purposes of that IO. Any IO between a Media Company and/or Agency Affiliate shall constitute a separate and independent agreement between such Media Company and/or Agency Affiliate and shall not affect the validity of any IO between Media Company and Agency.

1. Production Services for Custom Materials: Where applicable, Media Company will provide the services and deliver the custom materials set forth in the designated custom material sections of the IO, or as otherwise agreed in a writing signed by the parties (the “Custom Materials”). All Custom Materials will be produced on a non-union basis. If no Custom Materials are specified in the IO, then the provisions of this Addendum that are specific to Custom Materials shall not apply.
   
2. Usage Rights for Custom Materials: Subject to any third party rights or other mutually agreed upon limitations set forth in writing upon delivery of the Custom Materials, Agency and Advertiser will have the right to publish the Custom Materials on Advertiser’s owned and operated digital channels (including, without limitation, social media channels) in the United States for a period of up to twelve (12) consecutive months (unless a shorter period is expressly stated in the IO) commencing on the date of first publication of any of the Custom Materials in any media. The Custom Materials may be maintained by the parties solely for archival purposes in perpetuity thereafter. With respect to each publication of the Custom Materials, Agency and Advertiser will provide attribution and link back to Media Company. Each party grants to the other party a limited license to use the name, logo and other intellectual property of the other party solely as necessary to execute the terms of the IO. Media Company may issue a takedown notice (via email) regarding any of the Custom Materials in its sole reasonable discretion for legal reasons, and in such case, Agency and Advertiser will abide by the terms of such takedown notice within two (2) business days following receipt thereof. All rights, title and interest in and to the Custom Materials will inure solely to the benefit of Media Company, except with respect to intellectual property provided by Agency or Advertiser.
   
3. Review and Approval of Custom Materials: Except with respect to Advertiser-sponsored content and/or programming, Media Company will provide to Agency or Advertiser up to two (2) rounds of review and comment on the Custom Materials and one (1) round for approval, depending on the type and live date of the content. Agency and Advertiser will provide all feedback and comments within the reasonable time frame requested by Media Company and will be liable for any delays or overages that may result from their failure to timely respond or give approvals within the requested time frames.
   
4. Media Company TV Networks: Notwithstanding anything to the contrary, Agency and Advertiser each acknowledge and agree that publications of Ads and/or Custom Materials on Media Company’s television networks, digital channels, podcasts and/or publications or otherwise shall be subject to network’s approval, standards and practices, as applicable. practices, as applicable.
   
5. Experiential / Events: With respect to Custom Materials relating to an experiential marketing service and/or event, the parties may execute a mutually agreed upon separate experiential statement of work (“Experiential SOW”). The Experiential SOW will be subject to the terms hereof. In the event of any inconsistency between the terms of the Experiential SOW and the terms of this Addendum, the terms of the Experiential SOW will govern solely with respect to the Custom Materials to be provided thereunder.
   
6. Live Events (if applicable). Media Company will recognize Advertiser as a sponsor of the corresponding live event(s) identified in this IO, consisting of the designation and benefits solely as set forth in the IO (unless otherwise agreed by the parties in writing). All event matters, including event dates and locations, will be as determined and subject to modification by Media Company. If a specific benefit becomes unavailable, Media Company will use reasonable efforts to replace such benefit with an available benefit or makegood of commensurate value. If Media Company cancels the event due to a Force Majeure event (which may include, without limitation, the current and ongoing COVID-19 pandemic or health and safety rules or guidelines related thereto), Media Company will have the option to either: (i) retain the monies and reschedule the event within a reasonable time of its originally scheduled date; (ii) apply the sponsorship fee to an alternate program mutually agreed upon by the parties (such agreement not unreasonably withheld); or, if options (i) and (ii) are not possible using good faith efforts, (iii) cancel the event and refund the applicable sponsorship fee to Advertiser (less a pro-rated portion for any performance or services rendered to date).
   
7. Payment for Custom Materials: With respect to fees for Custom Materials under the IO, (a) Media Company shall invoice fifty percent (50%) upon signature of the IO, payable within thirty (30) days of receipt thereof; and (b) Media Company shall invoice the remaining amounts upon delivery of the Custom Materials, payable within thirty (30) days of receipt thereof.
   
8. Overages: All overages must be pre-approved in writing by Agency or Advertiser (via email deemed sufficient). Notwithstanding the foregoing, Advertiser will pay for any costs, fees or other overages resulting from any changes requested by Agency or Advertiser to the scope of the work set forth in the IO, including, but not limited to, additional Custom Materials, increased usage or distribution rights, and requests for additional talent beyond what was originally contemplated.
   
9. Editorial Adjacency: Agency and Advertiser each acknowledge that: (a) Media Company is an editorial and news gathering organization that reports on topics of a sexual, political and/or religious nature; and (b) Media Company’s sites may be considered by some members of the public to be “controversial” or adult in nature. To that end, if Ads and/or Custom Materials appear in violation of the Editorial Adjacency Guidelines, Advertiser’s sole and exclusive remedy for such violation is to request in writing that Media Company remove the Ads and/or Custom Materials and Media Company will make commercially reasonable efforts to correct such violation within twenty-four (24) hours. Notwithstanding the foregoing, news reporting and editorial content published by Media Company and/or its Affiliates that is consistent with Media Company’s and/or such Affiliate’s respective coverage to date shall not constitute a violation of the Editorial Adjacency Guidelines.
   
10. Cancellation / Termination: All fees for any IO shall be non-cancellable. In addition, Advertiser will be responsible to pay for any applicable minimum purchase commitment designated in the IO, regardless of any cancellation of the program by Agency or Advertiser.
    
11. Compliance with Law: Advertiser shall, and shall cause Agency to, ensure that (a) Ads and Advertising Materials contain all necessary disclosures and comply with all applicable laws (whether foreign or domestic), regulations, judicial or administrative orders, ordinances and industry or regulatory guidelines (collectively, “Applicable Laws”); and (b) unless otherwise mutually agreed by the parties in writing (via email deemed sufficient), the Custom Materials comply with all Applicable Laws. In addition to the indemnification obligations set forth herein or in the IAB Terms, Advertiser shall, and shall cause Agency to, defend, indemnify and hold harmless Media Company, its Affiliates and their respective officers, directors, agents, representatives and employees from any and all Losses incurred, including as a result of a Third Party claim, judgment or proceeding, relating to or arising out of a breach of the foregoing covenant. The limitation of liability in Section XI of the IAB Terms shall not apply to Advertiser’s and Agency’s indemnity under this Section. For purposes of this Section, Losses, as defined in the IAB Terms, shall also be deemed to include fines and penalties.
    
12. Advertiser Materials: In addition to, and in no way limiting, any other representation or warranty set forth in the IO or IAB Terms, Agency and Advertiser each represent and warrant that (a) it owns all right, title and interest in, or has full and sufficient authority to use in the manner contemplated in the IO, any materials, trademarks or data furnished by either Advertiser or Agency and the use of the aforementioned materials, trademarks and data does not, and will not, infringe, misappropriate or violate any intellectual property, publicity, privacy or other right of any third party; (b) it complies with the terms and conditions of any licensing or other agreement that governs the use of any materials, trademarks or data obtained for or provided for use by Media Company; and (c) it has the full authority to enter into and perform its obligations under the IO and is not a party to any agreements that conflict with the terms hereunder. Agency and Advertiser (as applicable) will defend, indemnify and hold harmless Media Company and its Affiliates and their respective officers, directors, agents, representatives and employees from and against any and all Losses incurred, including as a result of a Third Party claim, judgment or proceeding, relating to or arising out of (i) the gross negligence or willful misconduct of Agency and/or Advertiser; (ii) the breach by Agency and/or Advertiser or their representatives of its respective warranties, representations or material obligations under the IO; (iii) Agency’s and/or Advertiser’s failure to comply with any government requirements or Applicable Laws; and/or (iv) the nature or use of Agency’s and/or Advertiser’s products or services. Media Company will reasonably cooperate in such defense and shall have the right to participate in the defense of any Losses with counsel of its own choosing, at its sole cost. Agency and Advertiser shall not settle any Losses without the prior written consent of Media Company in each instance, which consent may not be unreasonably withheld.
    
13. Liability: The limitation of liability of either party for direct damages as set out in the IAB Terms shall not apply in the case of gross negligence, fraud or willful disregard by the liable party.
    
14. Force Majeure / Delays: In the event of either (a) a force majeure event, or (b) other circumstance beyond a party’s reasonable control that could materially impair performance, including, but not limited to, coronavirus (COVID-19) related disruptions, then either party may cancel or postpone the affected services, production, Custom Materials or deliverables, provided that in each case: (i) Advertiser will pay all previously approved costs incurred by Media Company up to the date of the cancellation, including non-cancellable staffing costs; and (ii) the parties will in good faith attempt to reschedule the affected services, production, Custom Materials or deliverables to a mutually convenient date, or, if no mutually convenient date can be agreed, then the parties will in good faith agree to a reallocation of the fees to alternative Media Company and/or Media Company affiliated services or properties.
    
15. Media Company Affiliates: The parties acknowledge and agree that Media Company shall have the right to extend the rights, licenses, immunities and obligations under the IO and this Addendum to one or more of its Affiliates. All applicable terms and provisions of the IO and this Addendum shall apply to any such Affiliate to the same extent as such terms and provisions apply to Media Company. Media Company