INSERTION ORDER TERMS & CONDITIONS

PUBLICATION DATE: August 25, 2026

BACKGROUND

The applicable Livewire entity (“Livewire”) and the customer (“Advertiser”) as identified in the Insertion Order to which these Insertion Order Terms and Conditions are attached or incorporated (“IO”) have agreed that Livewire shall provide services to or for the benefit of Advertiser as set out in the IO (the “Services”).

All Services are governed by: the applicable IO and the AAAA/IAB STANDARD TERMS AND CONDITIONS FOR INTERNET ADVERTISING FOR MEDIA BUYS ONE YEAR OR LESS VERSION 3.0 (the “IAB Terms and Conditions”) as amended and complemented by these Terms (collectively the “Agreement”). References in the Agreement to “Media Company” shall be to Livewire.

INVOICES, TAXES, & PAYMENT PROVISIONS

Livewire shall issue tax invoices for Livewire’s fees as calculated in the applicable IO (“Fees”) as well as any expenses, disbursements, or payments for third party services (“Disbursements”) incurred by Livewire in providing the Services.

The Advertiser agrees that some Disbursements may need to be paid in advance of some or all the Services being provided, in which case Livewire may request that Advertiser pay such Disbursements when due so as to allow the Services to be performed in a timely manner.

Any disputes to any invoice must be raised by Advertiser during a 30-day period after issuance of the invoice, or the invoice will be deemed to be correct in all aspects and Advertiser shall lose any rights to protest the invoice.

Without prejudice to any other remedies available to Livewire, if Advertiser does not make payment of an invoice by the due date of the invoice, or otherwise breaches the Agreement, or is insolvent or appears likely to cease business, Livewire is entitled to do any or all the following:

(a) charge interest at a rate of the lesser of (1) 5% per annum or (2) the highest rate permitted under applicable law from the date that the invoice was due for payment until the date that the invoice is paid in full, as well as Livewire’s actual debt recovery costs (including reasonable attorneys’ fees);

(b) require Advertiser to pay in advance for any Services, or part of any Services, which have not yet been performed; and

(c) suspend Services, or part of any Services until payment of all outstanding amounts have been received by Livewire in full, or terminate the Agreement.

Advertiser shall be responsible for all value added, sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Advertiser under the Agreement. Any such taxes, duties, and charges currently assessed, or which may be assessed in the future, that are applicable to the Services are for Advertiser's account, and Advertiser hereby agrees to pay such taxes, which shall be payable (where applicable) at the same time and in the same manner as the consideration for the supply for which such taxes relate.

If any deliverables or Advertising Materials are subject to a third-party commission, then Advertiser will pay such commissions whether or not the deliverables or Advertising Materials are actually used.

Where invoices are issued to an agency, invoices shall be strictly due and payable by their due date, and no delay or failure to pay by an Advertiser or any third party shall excuse late or non-payment to Livewire.

SERVICES

Advertiser appoints Livewire to provide the Services in accordance with the particulars set out in the IO.

If Advertiser requests Livewire to provide additional Services or requests changes to an existing IO during the relevant IO Term, and Livewire accepts this request, the parties will document such changes or additional Services in writing. Advertiser acknowledges that any changes to an existing IO may incur additional fees.

Livewire shall obtain Advertiser’s consent before incurring any Disbursement, including media costs, that was not foreseen under the applicable IO.

If Advertiser terminates an IO, Advertiser must pay to Livewire any Fees for Services already rendered as at the date of such termination, plus Disbursements and any penalty or cancellation fees charged by any third party. Upon notice of valid termination of an IO, Livewire will use reasonable endeavors to avoid third-party cancellation fees for Advertiser (such as any media booked as part of the Services).

If Livewire’s performance of its obligations under this Agreement is prevented or delayed by an act or omission of Advertiser, or Advertiser’s agents or subcontractors then, without prejudice to any other right or remedy it may have, Livewire will be allowed an extension of time to perform its obligations equal to the delay caused by Advertiser.

LIVEWIRE’S OBLIGATIONS

Livewire shall provide the Services with the care, skill and diligence that would reasonably be expected from a prudent and experienced supplier of services the same as or similar to the Services.

Livewire must use reasonable endeavors to meet any performance or milestone dates that may be specified in a IO, but any such dates will be estimates only and time for performance by Livewire will not be of the essence. If Livewire does not meet a performance or milestone date specified in a IO, Livewire must use reasonable endeavors to remedy the delay and provide the relevant service as soon as practicable.

Livewire shall meet with Advertiser and shall work with Advertiser’s third-party consultants when reasonably requested.

Nothing in the Agreement shall prevent Livewire from providing services the same as, or similar to, the Services to any other person or entity.

Unless otherwise expressly agreed in writing, Advertiser acknowledges that Livewire does not warrant that the Services will achieve any objective, reach any audiences, achieve any number of viewers or lead to any particular outcome or result.

ADVERTISING MATERIALS

Except as provided in the IO, Advertiser is solely responsible for creating and delivering to Livewire all Advertising Materials. Advertiser shall provide all Advertising Materials in accordance with Livewire’s deadlines, policies, and specifications in effect from time to time (the “Specifications”) which are hereby incorporated by reference into the Agreement. Livewire will not issue any credits or provide any alternative campaign options because of any late delivery, other problems with the Advertising Materials, or any other errors made by Advertiser.

Livewire may, at its sole and absolute discretion, reject or cancel any Advertising Materials, Ads, or any portion thereof prior to the launch of a campaign as set forth in the IO.

If Livewire performs any work on deliverables, Advertising Materials, or Ads, as defined in the IO, then Advertiser will be liable for payment in full for this work, even if Advertiser timely cancels an IO or campaign as permitted in the IO.

Advertiser agrees to pay Livewire for its work to correct errors in Advertising Materials on a time and materials basis in accordance with Livewire’s rate card. Livewire will not be required under any circumstances to make more than two (2) rounds of revisions. Advertiser must pay Livewire for this work even if Advertiser timely cancels an IO or campaign as permitted in the IO.

If Advertiser delays in providing the Advertising Materials to Livewire or if the Advertising Materials are not completed on time, then Advertiser will still be responsible in full for the costs and fees for any page takeovers, custom units, data, audiences, or any other non-cancellable costs or expenses.

THE ADVERTISER’S OBLIGATIONS

The Advertiser shall pay the Fees and all Disbursements to Livewire in accordance with Section 2 and as set forth in the IAB Terms and Conditions.

The Advertiser shall provide reasonable and timely assistance to Livewire in matters relating to the Services, such as responding to queries, providing any consents or approvals (for example, for media plans) or providing Advertising Materials or other reasonable information requested by Livewire.

The Advertiser shall ensure that its third-party consultants will cooperate with Livewire in a reasonable and timely manner in matters related to the Services.

Where Livewire is required to comply with any third-party terms and conditions to enable it to provide the Services, Livewire may request that Advertiser also agree to comply with such terms. If such a request is made, Livewire must provide Advertiser with a copy of the terms and conditions, and both parties must negotiate in good faith to agree on the extent to which Advertiser is able to be bound by them.

REPORTING

Livewire will provide reporting to Advertiser as agreed in the applicable IO. Reports will use data and calculations provided by DSPs, SSPs, social, gaming partners, or other Livewire partners and vendors, as available and as selected or substituted by Livewire from time to time.

INTELLECTUAL PROPERTY & INDEMNITY

Nothing in the Agreement shall have the effect of transferring or assigning ownership of, or an interest in, any intellectual property rights (“IPR”) as between the parties other than as specifically set out in the Agreement, or otherwise agreed in writing.

The parties acknowledge and agree that:

(a) Livewire is the absolute legal and beneficial owner of all Livewire IPR; and

(b) Advertiser is the absolute legal and beneficial owner of all Advertiser IPR.

Any IPR in any materials developed by Livewire specifically for Advertiser pursuant to the Agreement (other than any derivative works, modifications, enhancements or improvements to the Livewire IPR, or as otherwise agreed in writing between the parties), shall be “Bespoke Contract Material”.

Livewire and its licensors will retain ownership of all Bespoke Contract Material, excluding the Advertiser IPR, until payment of all Fees and Disbursements due under the applicable IO has been made in full by Advertiser to Livewire.

Upon payment in full of the Fees and Disbursements, ownership of all Bespoke Contract Material shall vest in Advertiser.

Notwithstanding any of the above, the Agreement does not in any way grant Advertiser with ownership of, a license to, or confer the right to use, any third party IPR unless otherwise specifically agreed in writing in an IO (and only where Livewire is permitted by that third party to do so).

Advertiser hereby grants Livewire:

(a) a royalty-free, non-exclusive, non-transferrable license for the Term to use such Advertiser IPR (including but not limited to brand names, creative media and any other related materials or information) as is necessary for Livewire to deliver the Services, together with the right to grant sub-licenses on the same terms to Livewire’s subcontractors to the extent necessary for Livewire to deliver the Services; and

(b) a royalty-free, non-exclusive, non-transferrable and perpetual license to use any work product for Livewire’s own internal and external marketing and promotional purposes (including but not limited to pitches, capability statements, awards submissions, and online and offline marketing of the Livewire business); and

(c) a royalty-free, non-exclusive, non-transferrable and perpetual license to use Advertiser’s name and logo in order to identify Advertiser as a Livewire customer in online and offline promotional materials.

The Advertiser warrants to Livewire that:

(a) It has, or will have, all rights in and to all Advertiser IPR and all other materials made available by Advertiser to Livewire which are required to enable Livewire to perform the Services;

(b) Livewire’s use of the Advertiser IPR will not infringe any third-party rights (including third party IPR or rights of privacy or publicity),

(c) Advertiser’s IPR is not illegal, offensive, misleading, defamatory, inciteful, racist, sexist, discriminatory, or indecent, does not abuse or exploit minors, and shall comply with all applicable laws and regulations.

Livewire warrants to Advertiser that:

(a) It has, or will have, all rights in and to all Livewire IPR and all other materials made available by Livewire to Advertiser in the provision of the Services;

(b) Advertiser’s use of Livewire IPR will not infringe any third-party rights (including third party IPR or rights of privacy or publicity),

(c) Livewire IPR is not illegal, offensive, misleading, defamatory, inciteful, racist, sexist, discriminatory, or indecent, does not abuse or exploit minors, and shall comply with all applicable laws and regulations.

Each party indemnifies the other from any claims, losses, charges or damages (including interest, penalties and legal costs) resulting from a breach of the warranties provided in this Section.

In addition to those indemnification obligations otherwise set forth in the IAB Terms, Advertiser agrees to indemnify, defend, and hold harmless Livewire and its employees, agents, and affiliates against any and all expenses, costs, losses, and liability (including reasonable attorneys’ fees) incurred in connection with any third party claims or administrative or criminal investigations or proceedings arising out of or related to (i) any breach of Advertiser’s representations, warranties, or covenants hereunder, (ii) the publication of any Ad as contemplated hereunder, and/or (iii) any material, product, or service to which consumers can link through any Advertising Materials and Ads.

LOCAL COUNTRY AGREEMENTS

The parties acknowledge that, if required, the provision of Services in particular territories may require that a separate agreement ("Local Country Agreement") be executed between Advertiser and Livewire (or any member of that party’s corporate group located in the relevant region).

If a Local Country Agreement is required to perform Services, the parties must take all reasonable steps to ensure that the terms of any Local Country Agreement are on substantially the same terms as the Agreement, with any deviations from these terms limited to those which are either specifically relevant and agreed between the parties in relation to the particular Services to which the Local Country Agreement relates, or as required to ensure that the Local Country Agreement complies with the laws and regulations of the relevant country.

LIMITATION OF LIABILITY

Without affecting any other limitations and exclusions of liability set out in the IAB Terms and Conditions, or any liabilities that cannot be limited or excluded by applicable law, the maximum aggregate liability of Livewire to Advertiser shall be an amount equal to the Fees (excluding Disbursements) paid by Advertiser to Livewire under the relevant IO from which a claim arises.

In the event that either party is called upon to compensate the other for any loss caused by the first party’s wrongful or negligent act or omission, then the amount that required to compensate the other party shall be reduced in proportion to the extent that the loss or damage was caused by or contributed to by the other party.

A party seeking damages pursuant to the Agreement must take reasonable steps to mitigate its loss.

SUBCONTRACTOR

Livewire may subcontract any or all of its rights or obligations under the Agreement without the consent of Advertiser.

Notwithstanding such subcontracting, Livewire shall remain liable for the performance of its obligations pursuant to the Agreement.

DISPUTE RESOLUTION

In the IAB Terms and Conditions, Section XIV, subsection d shall have Delaware as choice of law and Delaware as exclusive venue.

PERSONAL DATA PROTECTION

1. Information containing personal data or personal information (“Personal Data”) will be handled by each party in accordance with all Federal, State, national, and regional privacy laws and regulations in force and as applicable to the activities of the parties from time to time, including to the extent applicable those of the US (including US state laws and regulations), Europe (including EU laws and regulations), Australia, or any other applicable location.

2. Advertiser acknowledges that in order to manage the Agreement and provide the Services, Livewire will have access to Personal Data of Advertiser staff and contractors. Livewire shall process such Personal Data in accordance with all applicable laws and regulations and Livewire’s privacy policy set out at: https://livewire.group/privacy-policy/.

3. If for the performance of the Services it is necessary for Livewire to receive or access Advertiser Personal Data, the parties shall determine their respective roles (for example, controller, joint controllers, or processor under GDPR or US state privacy laws; or business, third party, contractor, or service provider under California privacy laws) as soon as possible and, where required, document these in a separate written agreement or take such other actions are as necessary to remain compliant with applicable privacy laws and regulations.

4. Livewire may collect and receive data and/or Personal Data relating to user traffic and delivery information relating to Ads using Livewire’s systems, e.g., impressions served and/or content accessed by users (“Campaign Data”) and provide Advertiser with Campaign Data specifically relating to the performance of Advertiser's Ads. Livewire grants to Advertiser an non-exclusive, perpetual, worldwide, royalty free license to use and exploit such Campaign Data. Campaign Data in any form including any enrichment and new data derived from such data and any categorization of users, is owned and controlled by Livewire and Livewire may use it for statistical and product optimization and development purposes, or for reporting, training of models or algorithms, activation, or any other purpose, to the extent permitted by applicable laws and any consents obtained. Under no circumstances will Livewire provide Advertiser any Campaign Data relating to other clients/advertisers, or vice versa.

5. To the extent that in providing the Services Livewire uses Personal Data collected or developed by Livewire outside of the Services, such Personal Data shall be Livewire IPR and Advertiser shall have no rights of ownership or use over it, except as expressly set out in the applicable IO.

COMPLIANCE WITH LAWS

1. Each party shall at its own expense comply with all laws and regulations relating to its activities under the Agreement, as they may change from time to time, and with any conditions binding on it in any applicable licenses, registrations, permits and approvals.

2. Each party will obtain all necessary rights, permissions, licenses and consents necessary for the provision and receipt of the Services.

3.Each party shall:

(a) not: (i) offer, promise, give, or receive any bribe or other improper payment or advantage, or allow them to be offered, promised, made or received on its behalf; or (ii) take any other action in breach of applicable anti-bribery and corruption laws, regulations, and sanctions; and

(b)ensure that it has in place adequate procedures to prevent any breach of such laws, regulations, and sanctions.

4. Each party shall ensure that any person associated with it who is performing services in connection with the Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed in this clause. Such party shall be responsible for the observance and performance by such persons of such provisions.

INTERPRETATION

In the event of any inconsistency between the IAB Terms and Conditions, the corresponding Insertion Order and the Addendum, the superiority of governing terms and conditions are: first, the IO; second; then, these Terms; and third, the IAB Terms and Conditions.

INFLUENCERS

Livewire may contract with creators, bloggers, or users on social media (“Influencers”) who are independent contractors and not Livewire employees. Advertiser understands and agrees that Livewire’s relationship with these Influencers is limited to the terms of each independent contractor agreement. Livewire makes no representations or warranties as to the activities or conduct of the Influencers. As independent contractors, these Influencers may express their own opinions online in a number of different forums which are outside the scope of these independent contractor agreements.

In relation to Advertiser campaigns, Livewire shall make reasonable efforts to ensure that all bloggers will comply with all applicable laws and governmental regulations and third party rights, and will use its reasonable efforts to have non-compliant content removed.

AGENCIES

In the event that an advertising agency or other intermediary enters into the Agreement on behalf of an Advertiser, the agency shall be jointly and severally liable for all obligations and payments hereunder, and all references to Advertiser shall be interpreted accordingly. The Agency warrants that (a) it has been appointed and authorized to act as the agent of Advertiser in respect of the Agreement; and (b) it will disclose its commissions and make all other required disclosures to its Advertiser clients in respect of all business with Livewire.

GENERAL

Nothing contained herein shall place the parties in the relationship of partners, joint ventures, principal-agent, or employer-employee and neither party shall have any right to obligate or bind the other in any manner whatsoever. If any term or condition of the Agreement is held to be invalid, void, or otherwise unenforceable by any court of competent jurisdiction, that holding shall in no way affect the validity or enforceability of any other term or condition of the Agreement. No party that is not a party to the Agreement shall derive any rights under it or have the right to enforce any of its terms. Livewire may freely assign or transfer the Agreement or any of its rights or obligations hereunder. Advertiser may not assign or transfer the Agreement or any of its rights or obligations hereunder without Livewire’s prior written consent.