ADVERTISING SERVICES TERMS AND CONDITIONS

1. Incorporation; Entire Agreement

These Terms and Conditions (the “Terms and Conditions”), together with the accompanying Insertion Order (the “IO”), constitute the entire agreement (the “Agreement”) between Advertiser and Stic Solutions Inc. and its affiliates (“Stic”) with respect to the subject matter hereof, and supersede all prior or contemporaneous proposals, agreements, or communications, whether written or oral. These Terms and Conditions prevail over any of Advertiser’s general terms and conditions regardless of whether or when Advertiser has submitted its request for proposal, order, or such terms. Provision of services to Advertiser does not constitute acceptance of any of Advertiser’s terms and conditions and does not serve to modify or amend these Terms and Conditions. Any modification of these Terms and Conditions applies only to the IO into which these Terms and Conditions are incorporated. If the IO is entered into by Advertiser’s agency, then references to “Advertiser” herein are also references to Advertiser’s agency. In the event of a conflict between these Terms and Conditions and the IO, the IO shall control.

2. Campaign Services

(a) Advertiser Materials

Advertiser shall provide to Stic the advertising content, including without limitation trademarks, logos, artwork, copy, slogans, URLs, QR codes, required legal notices, and any other creative elements (collectively, the “Ad Materials”) in accordance with Stic’s editorial, graphic, technical, and production criteria (the “Specifications”). Stic shall have no liability with respect to the Ad Materials or for delays or failures attributable to Advertiser’s failure to timely perform such obligations. Stic shall provide a final proof of a Sticker design and obtain prior written consent from Advertiser before commencing production (“Production”) and deployment of the Ad Materials on vehicles.

(b) Approval

All Ad Materials are subject to Stic’s approval. Subject to the Terms and Conditions of this Agreement, Stic may reject or cancel for any reason at any time any Ad Materials without liability, even if previously acknowledged or accepted. Stic has no obligation to make any modifications to Ad Materials after the Parties have finalized a design to be displayed on Stic’s vehicle sticker inventory, including removable decals, magnets, window clings, or partial wraps (collectively, the “Stickers”). Without limiting the foregoing, Stic may reject, suspend, or remove any Ad Materials or Sticker deployment that Stic reasonably determines may: (i) violate law, regulation, or applicable advertising standards; (ii) infringe third-party rights; (iii) be defamatory, misleading, or deceptive; (iv) create a safety risk; or (v) present material reputational risk to Stic, its Drivers, or third parties.

(c) Under-Delivery

Stic will monitor the delivery of the Campaign and will notify Advertiser either electronically or in writing as soon as practicable if Stic believes that an under-delivery of any guaranteed metric expressly stated in the IO is likely. In the case of a probable or actual under-delivery, Advertiser and Stic shall revise the IO in good faith based on any actual or anticipated under-delivery. In the event of an under-delivery of a guaranteed metric, Advertiser is entitled to a makegood, which may include additional Campaign time, replacement Drivers, replacement Sticker placements, or other remedial performance. Makegoods are Advertiser’s sole and exclusive remedy for under-delivery; no cash refunds will be issued for under-delivery. Any makegood shall be completed within ninety (90) days following the original Campaign End Date. Failure to complete a makegood within such period shall not give rise to any right to a cash refund or additional damages.

(d) Over-Delivery

Stic may provide additional driver placements, mileage, or exposure above any level guaranteed on the IO at no additional cost to Advertiser, unless otherwise indicated on the IO. Advertiser will not be charged by Stic for any additional placements or services above any level guaranteed on the IO.

(e) Proof of Performance

Stic will provide Advertiser with a performance report (“Performance Report”) within a reasonable time following delivery of Campaign services. Unless otherwise specified in the IO, the Performance Report shall consist of photographic proof of Sticker placement (“Images”). Advertiser shall not identify or reidentify any individuals that appear in the Images, and Advertiser shall not share any Images with any third parties, unless Advertiser obtains Stic’s prior written permission in each instance. Unless expressly guaranteed in the IO, all metrics (including impressions, mileage, and reach estimates) are provided for informational purposes and do not constitute a performance guarantee. Stic’s proprietary tracking systems and third-party verification partners shall serve as the official system of record for calculating active Drivers, mileage, hours, and total impressions.

(f) Services

Stic’s services may be performed by Stic’s affiliates and/or third-party contractors, including without limitation printing vendors, shipping providers, and installation facilitators.

3. Drivers; Vehicle Program

(a) Driver Relationship

Drivers participating in Stic’s program (“Drivers”) are not employees, agents, or representatives of Advertiser. Advertiser shall not direct or control Drivers’ day-to-day driving activities, routes, schedules, or conduct, except through Campaign specifications communicated to Stic. Stic may engage Drivers as independent contractors or through other arrangements. Nothing herein grants Advertiser rights to hire, fire, discipline, or supervise Drivers. Driver participation is subject to availability. Stic may substitute Drivers, vehicles, routes, and operating times to meet Campaign objectives and compliance requirements.

(b) Driver Eligibility and Conduct

Drivers will be required under Stic’s program standards to: (i) hold a valid driver’s license and lawful authority to operate the vehicle; (ii) operate a vehicle meeting minimum condition standards suitable for Sticker placement; (iii) comply with all traffic laws and operate vehicles safely; (iv) use reasonable efforts to keep Stickers affixed, visible, and not intentionally obscured during the Campaign; and (v) refrain from conduct that is unlawful or that would reasonably be expected to cause material reputational harm in connection with the Campaign. Stic will use commercially reasonable efforts to enforce these program standards but does not guarantee individual Driver compliance.

(c) Driver Safety

The Parties acknowledge that all driving must be performed safely and in compliance with applicable traffic laws. Nothing in this Agreement shall be construed to require unsafe driving or use of a vehicle in violation of law. Stic shall not be held liable for the personal conduct, driving habits, or traffic infractions of participating Drivers.

(d) Non-Solicitation of Drivers

During the Campaign and for twelve (12) months thereafter, Advertiser and its agency shall not directly or indirectly solicit, contract with, or engage any Stic Drivers or installer resources for substantially similar services outside of Stic, except with Stic’s prior written consent.

4. Sticker Production, Installation, and Removal

(a) Production

Sticker production responsibilities are as stated in the IO. If Stic is responsible for production, Stic will procure production using commercially reasonable processes and may use subcontractors. Production fees are non-refundable once production is initiated.

(b) Installation

Installation will be performed as stated in the IO (e.g., self-install under protocol, Stic-arranged installer, or third-party installer). Drivers will be required to install Stickers in the specified locations and in a manner intended to maintain visibility and readability. Advertiser acknowledges that installation scheduling may depend on Driver availability and third-party installer capacity.

(c) Maintenance and Visibility

During the Campaign term, Drivers will be required under Stic’s program standards to use reasonable efforts to keep Stickers affixed, visible, and not intentionally obscured. Stic will use commercially reasonable efforts to monitor compliance through the verification methods set forth in the IO.

(d) Replacement

If a Sticker is materially damaged, removed, lost, or becomes noncompliant, Stic will use commercially reasonable efforts to remediate by replacement and/or Driver substitution, subject to availability. Because Stic retains ownership of all physical Stickers, all replacement costs shall be borne by Stic.

(e) Removal

Stic will use commercially reasonable efforts to cause Stickers to be removed within five (5) days following the end of the Campaign term. Advertiser acknowledges that Stic cannot guarantee immediate physical removal by independent Drivers. Any impressions or exposure generated after the Campaign term due to delayed removal are provided at no additional cost to Advertiser and shall not constitute a breach of this Agreement.

(f) Vehicle Surface Disclaimer

Stickers are intended to be removable; however, removal outcomes may vary depending on vehicle surface condition, age of paint, temperature, prior coatings, and other factors. Stic is not responsible for pre-existing vehicle paint, wrap condition, aftermarket paint, prior repairs, or surface defects. To the maximum extent permitted by law, Stic disclaims liability for cosmetic effects arising from installation or removal except to the extent caused solely by Stic’s gross negligence or willful misconduct.

(g) Shipping

Shipping dates are estimates. Risk of loss passes upon delivery to carrier. Advertiser shall be responsible for fees for re-shipment due to incorrect addresses, refused deliveries, or failed delivery attempts.

5. Cancellation and Termination

This IO is non-cancellable once signed. If Advertiser terminates or repudiates this IO for any reason within sixty (60) days of the Campaign Start Date, the unpaid balance of the Total Campaign Spend set forth in this IO shall be immediately due and payable as liquidated damages, and any amounts previously paid shall be retained by Stic and not refunded, which the Parties agree is a reasonable estimate of Stic’s damages including lost capacity, reallocation costs, and opportunity costs. Production fees are non-refundable once production is initiated. Notwithstanding the foregoing, Stic may cancel this IO at any time for any reason upon written notice to Advertiser, in which case Stic shall refund to Advertiser the entire Total Campaign Spend previously paid by Advertiser within thirty (30) days of such cancellation. Either Party may terminate this Agreement upon written notice if the other Party materially breaches and fails to cure such breach within ten (10) business days after receiving written notice describing the breach in reasonable detail; provided that if the breach is not reasonably capable of cure within such period, the breaching Party shall not be in default if it commences cure within such period and diligently pursues cure to completion. Stic may temporarily suspend Sticker deployment or specific Drivers if Stic reasonably determines that continuing deployment would violate law, create a safety risk, or materially threaten Stic’s or Drivers’ reputational interests.

6. Rights

(a) License to Stic

Advertiser hereby grants to Stic a non-exclusive right and license to use, reproduce, display, transmit, distribute, and (as necessary for production) adapt the Ad Materials and any graphics, designs, or other visual content created for or incorporating the Ad Materials, including any underlying third-party rights included therein, on and in connection with the Stickers and the Campaign. Stic and any applicable third parties may make technical modifications (including resizing) as necessary to conform the Ad Materials to the Specifications. Advertiser grants to Stic the right to use Advertiser’s name and/or logo in marketing materials to identify Advertiser as an advertiser with Stic. Advertiser also grants Stic the right to use images of or including the Ad Materials on display on Stic inventory and/or Campaign Data (as defined below) for marketing and promotional purposes, including advertising and promoting the services provided by Stic in all media.

(b) Campaign Data

Stic hereby grants to Advertiser a non-exclusive, non-sublicensable, non-transferable, royalty-free, revocable right and license to use and access all data related to the performance of the Campaign, including without limitation any reports, case studies, results, or information created, compiled, analyzed, or derived from such data (the “Campaign Data”), solely for Advertiser’s internal campaign evaluation purposes. All goodwill associated with the Campaign Data will inure to the benefit of Stic. Advertiser may not publish, benchmark publicly, reverse engineer, or provide Campaign Data to third parties (including competing advertising networks) without Stic’s prior written consent.

(c) Ownership

Notwithstanding any other provision herein to the contrary: (i) Advertiser retains all intellectual property rights in and to the Ad Materials and any graphics, designs, or other visual content created for or incorporating the Ad Materials; (ii) Stic retains all ownership rights in and to the physical Stickers, including all removable decals, magnets, window clings, and partial wraps produced in connection with the Campaign; and (iii) all intellectual property rights in or to Stic’s platform, systems, processes, program standards, reporting formats, templates, software, technology, the Campaign Data, Stic’s Confidential Information, and any other written information provided by Stic (collectively, “Stic IP”) are and will remain the exclusive property of Stic or its licensors, whether or not specifically recognized or perfected under the laws of the jurisdiction in which the Stic IP is used or licensed. Advertiser will not take any action that jeopardizes Stic’s or its licensors’ proprietary rights, or attempt to acquire any right, in the Stic IP. All rights not expressly granted to Advertiser with respect to the Stic IP are reserved by Stic and its third-party licensors.

(d) Feedback

Advertiser is under no obligation to provide any suggestion, idea, enhancement request, feedback, recommendation, or other information about any services offered or provided by Stic (“Feedback”). Advertiser hereby assigns to Stic all right, title, and interest (including without limitation intellectual property rights) in and to any Feedback that Advertiser provides to Stic and any modifications or derivative works thereof; provided, however, that the foregoing shall not apply to Ad Materials, any graphics, designs, or other visual content created for or incorporating the Ad Materials, or any modifications or derivative works of any of the foregoing. If such assignment cannot be effectuated, Advertiser hereby grants to Stic a royalty-free, worldwide, perpetual license to use or incorporate any Feedback into any service offered or provided by Stic.

7. Payment Terms and Conditions

(a) Invoicing

Invoicing schedule and payment terms shall be as specified in the IO. If not specified in the IO, Stic shall invoice Advertiser monthly in arrears. Invoices will be sent to Advertiser’s billing address as set forth on the IO. All invoiced amounts are final and not subject to offset, dispute, deduction, or withholding. Payment is due within thirty (30) days of the invoice date, unless otherwise specified in the IO.

(b) Taxes

Except for any taxes due in connection with Stic’s income derived from this Agreement, Advertiser shall be solely responsible for any and all taxes that may become due in connection with this Agreement, including without limitation sales, use, VAT, GST, excise, and similar taxes.

(c) Joint and Several Liability

Advertiser, including its agency, are jointly and severally obligated to pay all amounts due by the invoice date, and they shall remain liable therefor until Stic receives payment in full. Payment by Advertiser to its agency does not constitute payment to Stic. Stic expressly rejects sequential liability; the agency’s obligation to pay Stic is not contingent upon the agency’s receipt of funds from Advertiser.

(d) Late Payments

Stic may assess interest at the rate of 0.9% per month (or at the highest rate permitted by law, if less) on the principal amount of any overdue balance. Advertiser shall be responsible for all reasonable expenses (including attorneys’ fees) incurred by Stic in the collection of any such overdue payments.

(e) Payment Security; Suspension

Stic may require prepayment, a deposit, or other payment assurance at any time based on credit risk. If any invoice is past due, Stic may (without liability) suspend production, shipping, installations, reporting, and/or active Campaign operations until all past-due amounts are paid. Campaign dates will be adjusted accordingly; fees remain due.

8. Representations and Warranties

(a) Advertiser Representations

Advertiser represents and warrants that: (i) Advertiser owns or has obtained all rights, licenses, consents, releases, and permissions necessary to use, reproduce, display, distribute, and create derivative works of the Ad Materials as contemplated by this Agreement, including any third-party trademarks, copyrighted works, or rights of publicity/privacy; (ii) the Ad Materials and Advertiser’s products and services promoted thereby comply with all applicable laws, regulations, and self-regulatory standards, including without limitation consumer protection laws, FTC requirements, and applicable state unfair and deceptive acts and practices laws; (iii) all claims in the Ad Materials are truthful, non-misleading, and substantiated as required by law; (iv) the Ad Materials do not infringe, misappropriate, or otherwise violate any third-party rights and are not defamatory or otherwise unlawful; and (v) any required disclaimers, disclosures, or legal notices are included in the Ad Materials and are reasonably legible given the Sticker format.

(b) Mutual Representations

Each Party represents and warrants that: (i) it is duly organized, validly existing, and in good standing under the laws of its formation; (ii) it has the full right, power, and authority to enter into and perform this Agreement; and (iii) execution and performance of this Agreement does not violate any other agreement to which it is a party.

9. Disclaimer of Warranties

Except as expressly set forth herein, Stic provides all Campaign services and Sticker placements “as is” and “as available” and hereby expressly disclaims all warranties of any kind, whether written or oral, express, implied, or statutory, including without limitation warranties of merchantability, fitness for a particular purpose, non-infringement, and implied warranties arising from course of dealing or course of performance. Stic does not guarantee continuous or uninterrupted Sticker placement, any particular number of impressions, leads, sales, or any other measure of performance or success unless expressly stated as guaranteed in the IO.

Nothing in this Agreement shall be construed to permit Advertiser to independently engage in any third-party tracking or data collection from or in connection with Stic’s Driver network, Stickers, or Campaign verification systems without Stic’s prior written consent. Stic’s acceptance of Ad Materials for production and deployment does not constitute an endorsement of the product or service that is the subject of the Ad Materials or offered or provided by Advertiser. As used herein, “Guaranteed Metric” means only a metric expressly labeled “Guaranteed” in the IO. All other metrics, including targets, estimates, and projections, are goals only and do not constitute performance guarantees.

10. Indemnification

(a) Advertiser Indemnification

Advertiser shall indemnify, defend, and hold harmless Stic and its licensors, and each of their respective employees, officers, directors, and affiliates, from and against any and all claims, actions, suits, judgments, penalties, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) incurred by any of them arising out of a claim by a third party alleged to have resulted from: (i) any Ad Materials and any content submitted by Advertiser to Stic pursuant to this Agreement (including any claim that any Ad Materials infringe any trademark, copyright, or right of privacy or publicity); (ii) Advertiser’s breach or violation of this Agreement; (iii) Advertiser’s provision or offering of any services or products to any third party resulting directly or indirectly from the Campaign; (iv) Advertiser’s failure to comply with applicable laws; or (v) Advertiser’s gross negligence, willful or intentional misconduct, or fraud.

(b) Stic Indemnification

Stic shall indemnify, defend, and hold harmless Advertiser from and against any and all claims, actions, suits, judgments, penalties, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) incurred by Advertiser arising out of a claim by a third party alleged to have resulted from: (i) Stic’s failure to comply with applicable law; or (ii) Stic’s gross negligence, willful or intentional misconduct, or fraud.

(c) Indemnification Procedure

An indemnified party shall: (i) provide the indemnifying party with prompt written notice of any claim; (ii) grant control of the defense, investigation, and settlement thereof; and (iii) provide all reasonable assistance therewith. The indemnified party may participate in the investigation, trial, defense, and settlement of such claim and any appeal arising therefrom, through its attorneys or otherwise, at its own cost and expense. Notwithstanding the foregoing, no settlement of a claim that involves a remedy other than the payment of money by the indemnifying party shall be entered into without the consent of the indemnified party, which consent will not be unreasonably withheld or delayed, unless the settlement includes an unconditional general release of the indemnified party.

11. Limitation of Liability

Except for third-party claims within the scope of Advertiser’s indemnification obligations, neither Party shall be liable to the other Party or its affiliates for any indirect, incidental, consequential, special, or exemplary damages arising from the subject matter of this Agreement, including without limitation loss of data, business, profits, or goodwill. The foregoing shall apply regardless of the legal theories and even if a Party has been advised of the possibility of such damages. Except for each Party’s indemnity obligations under this Agreement and each Party’s confidentiality obligations, to the maximum extent permitted by applicable law, each Party’s total aggregate liability to the other Party for all claims arising under or relating to this Agreement shall not exceed the net amount paid or payable to Stic by Advertiser pursuant to the applicable IO.

12. Confidentiality

(a) Definition

As used herein, “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”) that: (i) if disclosed orally, is designated as confidential at the time of disclosure; (ii) if disclosed in writing, is marked as “Confidential” and/or “Proprietary”; or (iii) reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation this Agreement (including the pricing and other terms reflected in the IO), the Campaign, business and marketing plans, technology and technical information, product designs, Driver information, and business processes. Confidential Information shall not include any information that: (1) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party known to the Receiving Party; (2) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any confidentiality obligation; (3) was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; (4) is received from a third party without breach of any confidentiality obligation known to the Receiving Party; or (5) any information contained in Campaign Data that has been expressly designated for Advertiser’s use under Section 6(b).

(b) Obligations

The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written consent, and shall use the same degree of care to protect the Confidential Information as it uses to protect its own information of a confidential and proprietary nature, but in no event less than a reasonable degree of care. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to those of its employees and contractors who need to know such information for purposes of performing the Receiving Party’s obligations under this Agreement if the Receiving Party certifies that such employees and contractors have agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those in this Agreement.

(c) Compelled Disclosure

If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s request and cost, if the Disclosing Party wishes to contest the disclosure.

(d) Injunctive Relief

If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of the confidentiality obligations hereunder, the Disclosing Party shall have the right, in addition to any other remedy available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedy is inadequate.

13. Insurance

Stic shall maintain, during the Campaign term, commercially reasonable insurance coverage appropriate for a business providing advertising coordination services. Upon written request, Stic will provide a certificate of insurance evidencing such coverage. Advertiser shall maintain commercially reasonable insurance coverage appropriate for its business and the risks associated with its products and Ad Materials. Unless expressly stated in the IO, Stic does not provide automobile liability insurance for Drivers’ vehicles. Drivers are expected to maintain legally required auto insurance under Stic’s program standards; however, Stic does not guarantee the existence, sufficiency, or enforceability of any Driver’s coverage.

14. Miscellaneous

(a) No Agency

The relationship between the Parties is that of independent contractors and no employment, agency, partnership, or joint venture is created hereunder.

(b) Governing Law; Jurisdiction

This Agreement and all disputes arising out of or related to this Agreement or the Campaign shall be governed by the laws of the State of Delaware, without regard to its conflict of law provisions. Prior to initiating arbitration, the Parties shall attempt in good faith to resolve any dispute through informal negotiation for a period of fifteen (15) business days following written notice of the dispute. If the dispute is not resolved within such period, any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved by binding arbitration administered by JAMS in Los Angeles, California, in accordance with its then-current Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted by a single arbitrator. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction in Los Angeles County, California, and each Party consents to the jurisdiction thereof for such purposes.

(c) Notices

All notices in connection with this Agreement must be in writing and will be deemed given upon receipt by the Party to whom the notice is directed. Notices shall be addressed to: (i) Advertiser using the electronic or mailing address set forth in the applicable IO to the attention of General Counsel; and (ii) Stic using the following electronic or mailing address:

(d) Assignment

Advertiser may not assign its rights or obligations under this Agreement without the prior written consent of Stic. Any purported assignment in violation of the foregoing will be void. Stic may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes the obligations hereunder. This Agreement is binding upon and will inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

(e) Third-Party Beneficiaries

This Agreement is entered into solely between, and made for the sole benefit of, Stic and Advertiser, and, subject to the indemnification obligations and the limitations of liability herein, this Agreement will not be deemed to create any obligations, remedies, or liabilities of a Party to any third party (including without limitation any Driver). No third party shall have the right to make any claim or assert any right under this Agreement, and no third party shall be deemed a beneficiary of this Agreement.

(f) Force Majeure

Neither Party shall be considered in breach of this Agreement by reason of any failure or delay in its performance hereunder (other than payment obligations) if such failure is due to causes beyond its reasonable control, including without limitation acts of the other Party, failure of facilities, acts of God, delays in transportation, inability beyond its reasonable control to obtain necessary labor or materials, or events such as fires, floods, earthquakes, storms, epidemic or pandemic, war, act of public enemy, civil commotions, and the like, or by any law, rule, regulation, order, or other action by any public authority, whether existing or in effect prior to or after the date of this Agreement. Stic may equitably adjust delivery, markets, methods, and timelines in the event of force majeure. Amounts for services performed and non-cancellable costs remain payable.

(g) Headings

The section headings contained in this Agreement are for convenience only and shall not be considered in its interpretation.

(h) Amendments; Waiver

No amendment to, or waiver of, any provision of this Agreement will be effective unless in writing and signed by both Parties. The failure of either Party to enforce its rights under this Agreement at any time for any period of time will not be construed as a waiver of such rights.

(i) Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the remaining provisions shall otherwise remain in full force and effect and enforceable.

(j) Counterparts

This Agreement may be executed in separate counterparts, each of which will be an original, but all of which will together constitute one instrument. This Agreement may be signed by the Parties exchanging electronically signed signature pages via facsimile transmission, e-signature platform, or any other method that indicates an intention to be bound by these terms.

(k) Data Privacy

Stic’s collection and use of operational data (including Driver location data, device identifiers, and verification imagery) in connection with the Campaign is governed by Stic’s Privacy Policy, available at www.drivestic.com/privacy, as updated from time to time. Advertiser is solely responsible for ensuring that all Ad Materials comply with applicable privacy and data protection laws, including without limitation any required disclosures, consent mechanisms, or opt-out notices. Advertiser shall not collect, access, or process any personal data from or about Drivers, vehicles, or Campaign verification systems without Stic’s prior written consent.

(l) Regulatory Compliance

Advertiser is solely responsible for ensuring that all Ad Materials comply with applicable advertising laws, regulations, and industry standards, including without limitation any category-specific restrictions (such as those applicable to alcohol, cannabis, pharmaceuticals, or gambling advertising). Stic shall use commercially reasonable efforts to comply with vehicle safety and placement regulations in the applicable Campaign markets but makes no representation or warranty regarding compliance with local signage, advertising, or vehicle modification ordinances.

(m) Survival

The following provisions shall survive any termination or expiration of this Agreement: Sections 3(d) (Non-Solicitation), 5 (with respect to accrued payment obligations), 6(c) (Ownership), 6(d) (Feedback), 7 (Payment Terms), 8 (Representations and Warranties), 9 (Disclaimer of Warranties), 10 (Indemnification), 11 (Limitation of Liability), 12 (Confidentiality), 13 (Insurance), and 14 (Miscellaneous), together with any other provisions that by their nature are intended to survive.