Bluberd Advertiser Agreement

Version 1

1. PARTIES & EFFECTIVE DATE

This Advertiser Agreement (the “Agreement”) is entered into as of the date of electronic acceptance (“Effective Date”) by and between Bluberd, Inc., a Delaware corporation with a principal address at 2431 Aloma Ave., #124, Winter Park, Florida 32792 (“Bluberd”), and

the party accepting this Agreement (“Advertiser”).

Advertiser may be an individual, corporation, limited liability company, or other legal entity. Advertiser represents and warrants that it has the full legal authority to enter into this Agreement and to bind itself or the entity it represents.

This Agreement governs Advertiser’s access to and use of Bluberd’s advertising platform, including but not limited to the submission, distribution, and display of advertising content across Bluberd’s mobile digital display network.

By executing this Agreement, submitting Ad Content, or purchasing advertising services through Bluberd’s platform, Advertiser acknowledges and agrees to be legally bound by all terms and conditions set forth herein.

This Agreement is in addition to, and does not replace, Bluberd’s website Terms and Conditions, which are incorporated herein by reference. In the event of any conflict between this Agreement and the Terms and Conditions, Bluberd shall determine, in its sole discretion, which terms shall control.

Electronic signatures, click-through acceptances, and digital acknowledgments shall be deemed valid and enforceable as original signatures for all purposes under this Agreement.

2. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

“Platform” means Bluberd’s digital advertising system, including its website, software, hardware, mobile display units, and any related technologies used to deliver advertising services.

“Display Network” means the network of digital display units installed on third-party operated vehicles through which Ad Content is shown.

“Ad Content” means any and all materials submitted, uploaded, or provided by Advertiser for display, including but not limited to text, images, graphics, video, audio, trademarks, logos, slogans, and any associated messaging.

“Services” means all advertising, distribution, display, targeting, and related services provided by Bluberd to Advertiser under this Agreement. “Campaign” means a defined advertising effort initiated by Advertiser using the Platform, including all associated Ad Content, targeting parameters, duration, and settings.

“Vehicles” means third-party owned or operated vehicles on which Bluberd’s display units are installed.

“Drivers” means independent third parties who operate Vehicles within the Display Network.

“Third Parties” means any individuals or entities other than Bluberd and Advertiser, including but not limited to Drivers, pedestrians, motorists, businesses, or members of the public.

“Applicable Law” means all federal, state, and local laws, regulations, ordinances, and industry guidelines applicable to advertising, marketing, consumer protection, and public safety.

“Fees” means all charges incurred by Advertiser for use of the Services, including subscription fees and any additional charges for optional features or enhancements.

“Content Standards” means any guidelines, rules, or policies established by Bluberd from time to time regarding acceptable Ad Content.

3. SERVICES PROVIDED

Bluberd provides a mobile digital advertising platform that enables Advertiser to display Ad Content across a network of digital display units installed on third-party operated Vehicles.

Advertiser acknowledges and agrees that the Services involve the distribution of Ad Content in dynamic, real-world environments and are inherently variable in nature. The Display Network operates through independent Drivers and Vehicles that are not owned or controlled by Bluberd.

Bluberd does not guarantee, and expressly disclaims any obligation regarding:

The specific location, route, or geographic area in which Ad Content will be displayed
The timing, frequency, or duration of display at any given location
The visibility, clarity, or readability of Ad Content under all conditions
The audience, viewership, or exposure levels achieved
The behavior, actions, or reactions of any Third Parties

Advertiser acknowledges that environmental factors, including but not limited to traffic conditions, weather, lighting, road conditions, driver behavior, and other variables, may impact the delivery and visibility of Ad Content.

Bluberd reserves the right, in its sole discretion, to determine the manner, method, and means of delivering the Services, including the operation, configuration, and management of the Display Network.

The Services are provided on an “as available” basis and may be modified, interrupted, or discontinued at any time, in whole or in part, without liability to Advertiser.

4. ADVERTISER OBLIGATIONS

Advertiser represents, warrants, and agrees that:

Advertiser has all rights, licenses, consents, and permissions necessary to use, reproduce, display, distribute, and otherwise exploit all Ad Content submitted to Bluberd.
All Ad Content is accurate, truthful, not misleading, and complies with all Applicable Law, including but not limited to laws governing advertising, consumer protection, endorsements, disclosures, and unfair or deceptive practices.
Ad Content does not infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other rights of any Third Party.
Ad Content complies with all Content Standards established by Bluberd from time to time.
Advertiser is solely responsible for the creation, review, approval, and legality of all Ad Content, including all claims, representations, and disclosures contained therein.
Advertiser will promptly provide any substantiation, documentation, or approvals reasonably requested by Bluberd relating to Ad Content.
Advertiser will not use the Services for any unlawful, fraudulent, harmful, or deceptive purpose.
Advertiser will comply with all reasonable instructions, specifications, and technical requirements provided by Bluberd for the submission and display of Ad Content.
Advertiser is responsible for ensuring that Ad Content is suitable for public display in a wide range of environments and audiences, including locations where minors or sensitive audiences may be present.

Advertiser acknowledges that Bluberd relies on Advertiser’s representations and warranties in providing the Services and that any breach of this Section constitutes a material breach of this Agreement.

5. CONTENT CONTROL & PLATFORM RIGHTS

Bluberd shall have the absolute and unrestricted right, in its sole discretion, at any time and for any reason or no reason, to:

Review, approve, reject, or refuse any Ad Content
Remove, suspend, or disable any Ad Content or Campaign
Modify, edit, resize, reformat, or otherwise adapt Ad Content for display compatibility or operational purposes
Restrict, limit, or terminate Advertiser’s access to the Platform or Services
Require changes to Ad Content prior to or during any Campaign

Advertiser acknowledges and agrees that Bluberd is under no obligation to:

Accept or publish any Ad Content
Provide a reason or explanation for any decision regarding Ad Content
Provide prior notice before removing or suspending any Ad Content or Campaign

Bluberd’s exercise of its rights under this Section shall not:

Constitute a breach of this Agreement
Give rise to any claim, liability, or damages
Entitle Advertiser to any refund, credit, or compensation

Advertiser further acknowledges that Bluberd’s review or approval of Ad Content, if any, does not:

Constitute legal review or compliance approval
Shift responsibility for Ad Content from Advertiser to Bluberd
Limit Advertiser’s obligations or liabilities under this Agreement

All Ad Content remains subject to ongoing review, and Bluberd reserves the right to take action at any time, including after initial approval or publication.

6. PROHIBITED CONTENT

Advertiser shall not submit, upload, or display any Ad Content that, in Bluberd’s sole discretion, is or may be:

Illegal, unlawful, or in violation of any Applicable Law
False, misleading, deceptive, or lacking required disclosures or substantiation
Infringing upon or misappropriating any intellectual property, privacy, publicity, or other rights of any Third Party
Defamatory, libelous, disparaging, or harmful to the reputation of any person or entity
Obscene, pornographic, sexually explicit, or otherwise inappropriate for general public display
Violent, threatening, harassing, or promoting hatred or discrimination
Promoting illegal goods, services, or activities
In violation of any advertising, marketing, or consumer protection regulations
Likely to create confusion, panic, or public disturbance
Likely to distract drivers or create unsafe road conditions
Offensive, controversial, or otherwise unsuitable for display in public environments

The foregoing list is non-exhaustive and provided for illustrative purposes only. Bluberd reserves the right to determine, in its sole discretion, whether any Ad Content is prohibited or otherwise unacceptable.

Advertiser acknowledges that standards for acceptable content may evolve over time and that Bluberd may update, modify, or enforce Content Standards at any time without prior notice.

Any violation of this Section constitutes a material breach of this Agreement and may result in immediate removal of Ad Content, suspension of Services, or termination of this Agreement without notice or liability.

7. PUBLIC SAFETY & DISTRACTION DISCLAIMER

Advertiser acknowledges and agrees that Ad Content is displayed in public environments through mobile digital displays affixed to Vehicles operating on public roadways and in areas accessible to pedestrians and other Third Parties.

Advertiser understands that Ad Content may be viewed by:

Drivers of other vehicles
Pedestrians
Cyclists
Passengers
Members of the general public

Advertiser further acknowledges that such viewing may occur:

While individuals are operating motor vehicles
In high-traffic or congested environments
Under varying lighting, weather, and road conditions

Advertiser expressly acknowledges that Ad Content may:

Attract attention
Influence behavior
Cause distraction
Be interpreted differently by different individuals

Bluberd does not control, and expressly disclaims all responsibility for:

How Ad Content is perceived or interpreted by Third Parties
The actions, reactions, or behavior of any individual who views Ad Content
Any consequences resulting from such perception, interpretation, or behavior

Advertiser assumes all risks associated with the public display of Ad Content, including any risks relating to distraction, attention diversion, or behavioral influence.

Advertiser agrees that Bluberd shall have no liability whatsoever for any incident, accident, injury, damage, or loss allegedly arising out of or related to the display or viewing of Ad Content.

8. STRICT LIABILITY FOR CONTENT-RELATED DAMAGES

Advertiser acknowledges and agrees that it shall be fully and solely responsible for any and all claims, damages, losses, liabilities, costs, and expenses arising out of or relating to Ad Content.

Without limiting the foregoing, Advertiser shall be strictly liable for:

Any claim that Ad Content caused, contributed to, or was associated with any accident, collision, or roadway incident
Any claim that Ad Content caused distraction, diverted attention, or influenced the behavior of any Driver, pedestrian, or Third Party
Any personal injury, bodily injury, death, or property damage allegedly resulting from Ad Content
Any claims of false advertising, misleading statements, or regulatory violations
Any claims involving reputational harm, defamation, or emotional distress

Advertiser’s liability under this Section shall apply:

Regardless of fault
Regardless of foreseeability
Regardless of whether such claim is alleged to be caused in whole or in part by Bluberd, any Driver, or any Third Party

Advertiser expressly waives any defense based on:

Lack of intent
Lack of knowledge
Lack of control over display conditions
Comparative or contributory fault of Bluberd or any Third Party

Advertiser acknowledges that Bluberd operates solely as a platform provider and that all risk associated with Ad Content is borne entirely by Advertiser.

This Section is a material and fundamental term of this Agreement and shall be enforced to the fullest extent permitted by law.

9. INDEMNIFICATION

Advertiser shall defend, indemnify, and hold harmless Bluberd, Inc., and its parents, subsidiaries, affiliates, and each of their respective officers, directors, employees, contractors, agents, representatives, and Drivers (collectively, the “Bluberd Parties”) from and against any and all claims, demands, actions, suits, proceedings, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or relating to:

Any Ad Content, including its creation, submission, display, or distribution
Any allegation that Ad Content caused or contributed to distraction, accident, injury, death, or property damage
Any breach or alleged breach by Advertiser of this Agreement
Any violation or alleged violation of Applicable Law by Advertiser or Ad Content
Any infringement, misappropriation, or violation of any intellectual property, privacy, publicity, or other rights of any Third Party
Any false, misleading, or deceptive advertising or failure to include required disclosures
Any act or omission of Advertiser or its employees, contractors, or agents

Bluberd shall have the right, at its option, to assume control of the defense and settlement of any claim subject to indemnification, and Advertiser shall fully cooperate with Bluberd in such defense. Advertiser shall not settle any claim in a manner that imposes any liability or obligation on any Bluberd Party without Bluberd’s prior written consent.

Advertiser’s indemnification obligations shall apply regardless of whether any claim is alleged to be caused in part by a Bluberd Party, except to the extent such limitation is prohibited by Applicable Law.

The obligations set forth in this Section shall survive termination or expiration of this Agreement and shall apply to all claims, whether asserted during or after the term of this Agreement.

10. LIABILITY ALLOCATION

Advertiser acknowledges and agrees that the Services involve multiple independent parties and that responsibilities are expressly allocated as follows:

Drivers are solely responsible for the operation, control, and safe driving of Vehicles at all times
Advertiser is solely responsible for all Ad Content and any effects, consequences, or outcomes arising from such Ad Content
Bluberd operates solely as a platform and service provider facilitating the display of Ad Content and does not operate Vehicles or control Drivers

Advertiser agrees that Bluberd shall have no responsibility or liability for:

The operation of any Vehicle
The conduct, actions, or omissions of any Driver
Traffic conditions, roadway incidents, or environmental factors
Any Third Party behavior or reactions

Advertiser further agrees that any claim, dispute, or allegation relating to:

The impact or influence of Ad Content
Any alleged distraction caused by Ad Content
Any incident involving Third Parties

shall be the sole responsibility of Advertiser, and Advertiser shall not assert or pursue any claim against any Bluberd Party in connection therewith.

To the fullest extent permitted by Applicable Law, Advertiser expressly waives any right to:

Assert that Bluberd shares responsibility for Ad Content
Attribute liability to Bluberd based on platform operation
Seek contribution, indemnity, or apportionment of fault from any Bluberd Party

This allocation of responsibility is a fundamental basis upon which Bluberd has agreed to provide the Services.

11. PRICING & PAYMENT TERMS

Advertiser agrees to pay all Fees associated with the Services as determined by Bluberd and presented through Bluberd’s website, platform, or other written communication.

A. SUBSCRIPTION MODEL

The Services are offered on a recurring subscription basis. Advertiser authorizes Bluberd to charge all applicable Fees on a recurring basis using the payment method provided by Advertiser.

Subscriptions shall automatically renew for successive billing periods unless cancelled in accordance with this Agreement.

B. PRICING DETERMINATION

All pricing, fees, and charges for the Services shall be established solely by Bluberd and may be:

Displayed on Bluberd’s website or platform
Provided through proposals, quotes, or other communications
Modified from time to time at Bluberd’s sole discretion

Advertiser acknowledges that pricing is not fixed and may vary based on:

Features selected
Geographic targeting
Campaign parameters
Market conditions
Any other factors determined by Bluberd

C. PRICING MODIFICATIONS

Bluberd reserves the right to modify, increase, decrease, or restructure pricing at any time, in its sole discretion.

Such changes may apply to:

New subscriptions
Existing subscriptions upon renewal
Ongoing Services where permitted by Applicable Law

Continued use of the Services after any pricing change constitutes Advertiser’s acceptance of such change.

D. PAYMENT TERMS

All Fees are:

Non-refundable
Due in advance unless otherwise specified
Exclusive of taxes, which shall be the responsibility of Advertiser

Bluberd may charge applicable taxes where required by law.

E. NON-PAYMENT & ENFORCEMENT

If Advertiser fails to make any payment when due, Bluberd may, in its sole discretion and without notice:

Suspend or terminate Advertiser’s Campaigns or access to the Services
Remove any Ad Content
Charge late fees or interest to the maximum extent permitted by law
Pursue all available legal remedies

Advertiser remains responsible for all outstanding Fees incurred prior to suspension or termination.

F. NO REFUNDS

All payments are final and non-refundable. Advertiser shall not be entitled to any refund, credit, or offset for:

Unused time
Interrupted or modified Services
Removal or suspension of Ad Content
Termination of this Agreement

except as expressly required by Applicable Law.

12. NO PERFORMANCE GUARANTEES

Advertiser acknowledges and agrees that Bluberd does not guarantee any specific results from the Services.

Without limiting the foregoing, Bluberd makes no representations or warranties regarding:

The number of impressions, views, or exposures
Audience reach, demographics, or targeting accuracy
Engagement, response rates, or conversion outcomes
Visibility, readability, or clarity of Ad Content under all conditions
The timing, frequency, or geographic distribution of Ad Content display

Advertiser further acknowledges that the effectiveness of any Campaign may be affected by numerous factors outside of Bluberd’s control, including but not limited to:

Traffic patterns and vehicle movement
Environmental and weather conditions
Lighting and visibility conditions
Driver behavior and routes
Third Party actions and reactions

All Services are provided on an “as is” and “as available” basis. Advertiser assumes all risk related to the performance and outcomes of its Campaigns.

Advertiser agrees that it has not relied on any statement, representation, or promise not expressly set forth in this Agreement in deciding to use the Services.

Bluberd shall have no liability for any perceived underperformance, lack of results, or failure to achieve Advertiser’s expectations.

13. INTELLECTUAL PROPERTY

Advertiser retains all right, title, and interest in and to its Ad Content, subject to the rights granted to Bluberd under this Agreement.

Advertiser hereby grants to Bluberd a non-exclusive, worldwide, royalty-free, fully paid, transferable, sublicensable license to use, reproduce, display, perform, distribute, transmit, modify, adapt, reformat, and otherwise exploit the Ad Content for the purpose of providing the Services.

Such license includes, without limitation, the right to:

Display Ad Content across the Display Network
Modify Ad Content as necessary for technical compatibility or formatting
Reproduce Ad Content in connection with marketing, promotional, or demonstration materials relating to the Services
Store and process Ad Content on Bluberd’s systems and infrastructure

Advertiser represents and warrants that it has all rights necessary to grant the foregoing license and that Bluberd’s use of the Ad Content as contemplated herein will not infringe or violate the rights of any Third Party. Bluberd retains all right, title, and interest in and to the Platform, Display Network, and all related technology, systems, processes, and intellectual property, including any modifications, enhancements, or derivative works thereof.

Nothing in this Agreement shall be construed to grant Advertiser any ownership or rights in or to Bluberd’s intellectual property.

All rights not expressly granted herein are reserved by the respective parties.

14. DATA & ANALYTICS DISCLAIMER

Advertiser acknowledges and agrees that Bluberd may collect, use, process, and store data related to the operation of the Services, including but not limited to:

Location data associated with Vehicles and display activity
System performance and operational metrics
Campaign configuration and usage data
Aggregated and anonymized analytics

Such data may be used by Bluberd for purposes including:

Operating, maintaining, and improving the Platform and Services
Monitoring system performance and reliability
Developing analytics, insights, and reporting tools
Marketing and promotional purposes in aggregated or anonymized form

Advertiser understands and agrees that any data, analytics, or reports provided by Bluberd:

May be estimated, modeled, or derived from limited data sets
May not reflect actual or complete real-world conditions
Are provided for informational purposes only
Are not guaranteed to be accurate, complete, or reliable

Advertiser agrees that it shall not rely on any data, analytics, or reports as a guarantee of performance or outcome.

Bluberd shall have no liability whatsoever for any decisions, actions, or outcomes based on such data, analytics, or reports.

All data collection and use shall be subject to Bluberd’s privacy policies and applicable laws.

15. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BLUBERD OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, OR DRIVERS (COLLECTIVELY, THE “BLUBERD PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Without limiting the foregoing, Bluberd shall have no liability whatsoever for:

The performance or non-performance of any Campaign
Any interruption, delay, modification, or unavailability of the Services
Any rejection, removal, or suspension of Ad Content or Campaigns
Any actions, omissions, or conduct of Drivers or Third Parties
Any public safety incident, accident, injury, or damage allegedly related to Ad Content

To the fullest extent permitted by Applicable Law, Bluberd’s total aggregate liability arising out of or relating to this Agreement or the Services shall not exceed the total amount of Fees actually paid by Advertiser to Bluberd during the thirty (30) days immediately preceding the event giving rise to the claim.

Advertiser acknowledges and agrees that the limitations set forth in this Section are a fundamental basis of the parties’ agreement and that Bluberd would not provide the Services without such limitations.

Advertiser further agrees that any claim or cause of action arising out of or related to this Agreement must be brought within one (1) year after such claim or cause of action arises, or it shall be permanently barred to the fullest extent permitted by law.

16. TERM & TERMINATION

This Agreement shall commence on the Effective Date and shall continue on a month-to-month basis unless terminated in accordance with this Section.

A. TERMINATION BY ADVERTISER

Advertiser may terminate this Agreement at any time upon at least thirty (30) days’ prior written notice to Bluberd. Such termination shall take effect at the end of the applicable billing cycle following the expiration of the notice period, unless otherwise agreed in writing by Bluberd.

Advertiser shall remain responsible for all Fees incurred through the effective date of termination.

B. TERMINATION BY BLUBERD

Bluberd may terminate this Agreement, suspend Services, or remove Ad Content at any time, with or without cause, and with or without prior notice, in its sole discretion.

Without limiting the foregoing, Bluberd may immediately terminate or suspend this Agreement in the event of:

Any breach or suspected breach of this Agreement
Any violation of Applicable Law
Any Ad Content that Bluberd deems, in its sole discretion, to be inappropriate, non-compliant, or potentially harmful
Any failure by Advertiser to make timely payment
Any activity that may expose Bluberd to liability, reputational harm, or regulatory risk

C. EFFECT OF TERMINATION

Upon termination of this Agreement for any reason:

All rights granted to Advertiser under this Agreement shall immediately cease
Bluberd may remove all Ad Content without liability
Advertiser shall immediately pay any outstanding Fees
Advertiser shall not be entitled to any refund, credit, or compensation

Termination of this Agreement shall not relieve Advertiser of any obligations or liabilities accrued prior to termination.

17. SURVIVAL

The following provisions of this Agreement shall survive the termination or expiration of this Agreement for any reason and shall remain in full force and effect to the fullest extent permitted by Applicable Law:

Advertiser Obligations
Content Control & Platform Rights
Prohibited Content
Public Safety & Distraction Disclaimer
Strict Liability for Content-Related Damages
Indemnification
Liability Allocation
Pricing & Payment Obligations (to the extent of unpaid or accrued Fees)
No Performance Guarantees
Intellectual Property
Data & Analytics Disclaimer
Limitation of Liability
Governing Law and Dispute Resolution
General Provisions

Survival of these provisions shall apply regardless of the reason for termination and shall continue indefinitely where necessary to enforce the rights and obligations of the parties.

18. GOVERNING LAW & DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.

Advertiser irrevocably agrees that any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall be brought exclusively in the state or federal courts located in Orange County, Florida, and Advertiser hereby consents to the personal jurisdiction and venue of such courts.

To the fullest extent permitted by Applicable Law, the prevailing party in any action or proceeding arising out of or relating to this Agreement shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses from the non-prevailing party.

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. Before initiating any legal proceeding, the parties agree to attempt in good faith to resolve any dispute through informal discussions. Notwithstanding the foregoing, Bluberd shall have the right to seek immediate injunctive or equitable relief in any court of competent jurisdiction to protect its rights, property, or interests.

19. GENERAL PROVISIONS

A. ENTIRE AGREEMENT

This Agreement, together with any documents incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and communications, whether written or oral.

B. NO RELIANCE

Advertiser acknowledges that it has not relied on any statement, representation, warranty, or promise not expressly set forth in this Agreement in entering into this Agreement.

C. AMENDMENTS

Bluberd reserves the right to modify or update this Agreement at any time. Any such modifications shall become effective upon notice to Advertiser or upon posting to Bluberd’s website or platform, as determined by Bluberd. Continued use of the Services after such modifications constitutes Advertiser’s acceptance of the updated Agreement.

D. ASSIGNMENT

Advertiser may not assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder without the prior written consent of Bluberd. Bluberd may assign this Agreement at any time without restriction.

E. WAIVER

The failure of Bluberd to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by Bluberd to be effective.

F. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

G. INDEPENDENT CONTRACTORS

The parties are independent contractors, and nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, or employment relationship between the parties. Neither party has the authority to bind the other in any respect.

H. FORCE MAJEURE

Bluberd shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, power failures, or interruptions in telecommunications or network services.

I. NOTICES

All notices under this Agreement shall be in writing and shall be deemed given when delivered by hand, sent by a nationally recognized overnight courier, or sent by email to the contact information provided by the parties. Notices to Bluberd shall be sent to [email protected] or such other address as Bluberd may designate.

J. COUNTERPARTS & ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures, digital acknowledgments, and click-through acceptances shall be deemed valid and binding for all purposes.

Execution & Electronic Acceptance

IN WITNESS WHEREOF, the parties intend to be legally bound by this Advertiser Agreement as of the Effective Date (the date of electronic acceptance).

Electronic acceptance. By checking the acceptance box and submitting a campaign registration on bluberd.com, the Advertiser executes this Agreement electronically. Bluberd records the Advertiser’s identity, the date and time of acceptance, the IP address, and the exact version of this Agreement as the Advertiser’s electronic signature. Electronic signatures, digital acknowledgments, and click-through acceptances are deemed valid and binding for all purposes under this Agreement.

Bluberd, Inc. — Michael Sidawi, Chief Executive Officer.