KEIKOTV PERFORMANCE MARKETING STANDARD TERMS AND CONDITIONS

EXHIBIT A

These Performance Marketing Standard Terms and Conditions (“Terms”) are incorporated by reference into, and form part of, each insertion order (“IO”) entered into between KeikoTV, Inc. (“KeikoTV”), as advertiser, and the applicable media publisher, channel, platform, or network identified in the IO (“Channel Partner”). In the event of a direct conflict between an IO and these Terms, the IO shall control solely with respect to the specific commercial terms expressly set forth therein, and these Terms shall otherwise govern.

1. Media Services; Delivery Obligations. Channel Partner shall provide media placement, distribution, and advertising services in accordance with the applicable IO and these Terms (the “Services”). Channel Partner shall be solely responsible for the operation, maintenance, and compliance of its channels, inventory, publishing network, and delivery systems, and shall ensure that Ads are displayed in a professional manner consistent with industry standards and the specifications set forth in the IO.  Channel Partner shall use commercially reasonable efforts to deliver the Ads in accordance with agreed placement parameters, schedules, and formats, and shall not materially modify, obscure, truncate, or alter any Ads without KeikoTV’s prior written approval. Channel Partner shall not place Ads in connection with unlawful, infringing, deceptive, or offensive content, or in any manner that could reasonably harm KeikoTV’s brand or reputation.
   
2. KeikoTV Content Responsibility (Limited). KeikoTV is responsible for the lawful creation of the advertising materials it provides and for the accuracy of the claims expressly contained therein, provided that KeikoTV shall not be responsible for any modification, placement context, delivery method, or presentation of the Ads outside of KeikoTV’s control. Channel Partner shall have no right to edit, adapt, or supplement KeikoTV Ads unless expressly authorized in writing.
   
3. Intellectual Property. KeikoTV retains all right, title, and interest in and to the Ads and all KeikoTV trademarks, content, and materials. KeikoTV grants Channel Partner a limited, non-exclusive, non-transferable license during the term of the applicable IO solely to display the Ads in accordance with these Terms and the IO. All reports, analytics, performance data, and insights generated in connection with the Services shall be owned by KeikoTV. No rights are granted to Channel Partner by implication or otherwise beyond those expressly stated herein.
   
4. Representations and Warranties.
   • By KeikoTV: KeikoTV represents and warrants that, to the best of its knowledge, the Ads provided by KeikoTV and used by Channel Partner in accordance with this Agreement do not infringe or misappropriate any third party’s U.S. intellectual property rights and comply with applicable federal and state advertising laws, and that KeikoTV has the right and authority to provide the Ads and grant the licenses expressly set forth herein. For clarity, KeikoTV makes no representations regarding the placement, targeting, adjacency, modification, or combination of the Ads by Channel Partner, or Channel Partner’s compliance with applicable law or platform policies.
   • By Channel Partner:  Channel Partner represents and warrants that: (a) it has all rights, licenses, permissions, and authority necessary to operate its channels and to perform the Services; (b) the Services and placement of the Ads will comply with all applicable federal, state, local, and industry laws, regulations, platform policies, and advertising standards; (c) Ads will not be placed in a manner that is misleading, deceptive, defamatory, unlawful, or otherwise non-compliant; and (d) it will maintain reasonable internal controls to prevent fraud, invalid traffic, or artificial inflation of impressions, clicks, or conversions. Channel Partner shall promptly notify KeikoTV of any investigation, inquiry, or claim relating to the Ads or the Services.
5. Confidentiality. Each party shall keep confidential all non-public business, technical, and commercial information of the other party, including pricing, performance data, campaign details, and reports, and shall use such information solely to perform under the Agreement. Channel Partner shall not disclose KeikoTV Confidential Information to any third party without KeikoTV’s prior written consent, except to professional advisors bound by confidentiality obligations. These obligations shall survive for three (3) years following termination or expiration.
   
6. Indemnification
   • KeikoTV Indemnity. KeikoTV shall defend, indemnify, and hold harmless Channel Partner and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, and reasonable expenses (including attorneys’ fees) arising out of or relating solely relating to Keiko’s breach of any representations or warranties hereunder.
   • Channel Partner Indemnity. Channel Partner shall defend, indemnify, and hold harmless KeikoTV and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, and reasonable expenses (including attorneys’ fees) arising out of or relating solely relating to:   (i) violations of law, platform rules, or advertising standards by Channel Partner; (ii) fraud, invalid traffic, or non-compliant inventory; (iii) Channel Partner’s breach of these Terms or any IO; or (iv) the placement, targeting, adjacency, or presentation of the Ads.
   • Procedure. The indemnified party shall promptly notify the indemnifying party in writing of any claim subject to indemnification; provided that failure to give prompt notice shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced thereby. The indemnifying party shall have the right to control the defense and settlement of the claim using counsel reasonably acceptable to the indemnified party, and the indemnified party shall reasonably cooperate at the indemnifying party’s expense. No settlement may impose any admission of liability, payment obligation, or non-monetary obligation on the indemnified party without its prior written consent.
     
7. Limitation of Liability. To the maximum extent permitted by law, KeikoTV shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or relating to the Agreement.  KeikoTV’s total aggregate liability, under any theory of law, shall not exceed the amounts actually paid by KeikoTV to Channel Partner under the applicable IO during the three (3) months preceding the event giving rise to the claim.
   
8. Termination; Survival. Either party may terminate an IO in accordance with its terms or for material breach not cured within thirty (30) days after written notice. Further, either party may terminate this Agreement for convenience upon thirty (30) days after written notice to the other party.  Sections relating to intellectual property, confidentiality, indemnification, limitation of liability, and governing law shall survive.
   
9. Governing Law; Venue.  These Terms and each IO shall be governed by the laws of the State of California, without regard to conflicts of law principles. Exclusive venue shall lie in the state or federal courts located in Los Angeles County, California.
   
10. Entire Agreement. These Terms, together with the applicable IO, constitute the entire agreement between KeikoTV and Channel Partner with respect to the subject matter hereof and supersede all prior or contemporaneous agreements. No modification shall be binding unless in writing and signed by both parties.