Simuni® Advertiser Agreement

This Advertiser service agreement contract is made by and between Abron Studio Inc., Ethiopian hereinafter referred to as "service provider" address Bole Sub-city, Kebele 04, and House No. 231/ D09 and _________________________: Address____________, Sub-city, _________ Kebele____, House No _______, here in after referred to as "The Advertiser" on the other hand. A “Party” and together the “Parties”). The Parties are subject to the following terms and conditions:

RECITALS

WHEREAS, Company provides Digital Advertising services (“Services”) to and on behalf of Advertiser to users; and

WHEREAS, Advertiser wishes to pay Company for those Services.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and promises herein contained, the Parties agree as follows:

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

GENERAL TERMS

1. Company’s Obligations. Company has the following obligations:

1.1. Performance of Services. Company agrees to provide the services (“Services”) as set forth in the Insertion Order, incorporated herein by reference, in accordance with the terms and conditions of this Agreement and the Insertion Order.
1.2. Reporting and Statistics. Simuni will provide Advertiser with password-protected access to 24/7 online reporting information so that Advertiser may monitor its campaign. Simuni will undertake commercially reasonable efforts to deliver engagements in accordance with the estimates set forth by the advertisers within their personal dashboard. Because the estimates are forecasts, however, Simuni makes no guarantee regarding the levels of engagements for any advertisement. Simuni will maintain delivery statistics and Advertiser acknowledges that delivery statistics provided by Simuni are the official and definitive measurements of Simuni's performance on any delivery obligations provided in the Insertion Order. No other measurements or usage statistics (including those of Advertiser or any third party) shall be accepted by Simuni or have any effect on this Agreement. An "Engagement" is defined when an AW user views the ad, answers the question, rates an ad and is paid.

2. Advertiser's Obligations

2.1. Payment Terms. Advertiser shall pay all fees as specified on each Order in advance by bank transfer or within 30 days of invoice date. Overdue accounts are charged at a rate of one and one-half percent (1.5%) per month or the maximum allowed by law, whichever is less. In the event any such overdue accounts remain unpaid for sixty (30) days or more, Company shall also have the right to suspend or cease providing the Services until such accounts plus any applicable interest charges are paid in full.
2.2. Use of Simuni Portal. The advertiser accepts to utilizing the Simuni Portal (the "Portal") to target, examine, upload, and display advertising content, including videos, artwork, copy, coupons, or offers, is their duty. The Company disclaims all liability for any mistakes made by Advertisers while using the Portal.

3. Content

3.1. Advertiser Content: All advertising, information, data, text, photographs, video, images, audio, call to action, and other content (“Content”) provided by Advertiser for use in the Advertising (“Advertiser Content”) is subject to prior approval by Company. Company reserves the right to make technical changes to Advertiser Content to ensure conformance with technical specifications. Advertiser Content shall not include the exhibition or display of any trademark, service mark, logo or other branding of a third party without prior written approval of Company. Company may reject any Advertiser Content or Advertising for any reason. Company has no obligation to review any Advertiser Content or Advertising for compliance with this Agreement or any applicable law, rule, or regulation. Advertiser will remain solely responsible for any liability arising from the Advertiser Content or Advertising, including but not limited to liability arising from any laws relating to obscenity, defamation, trade libel, the right of publicity or likeness, the right of or to privacy, any laws relating to intellectual property, and any laws relating to advertising. If any Advertiser Content or Advertising is rejected by Company, Advertiser will promptly replace the Advertiser Content or Advertising with Advertiser Content or Advertising acceptable to Company so as not to delay the schedule for the display of the Advertising. Advertiser will maintain back-up copies of all Advertiser Content and Advertising and Company will not be liable for loss or damage to any Advertiser Content or Advertising. Advertiser agrees to and hereby does grant to Company all rights, authorizations, consents, licenses, and clearances (collectively, "Licenses") necessary or appropriate to exhibit, distribute, broadcast, publicly present and publicly perform the Advertising and as necessary or appropriate for the performance by Company of its other obligations under this Agreement, including, without limitation, all Licenses necessary for the public performance of musical compositions. Advertiser also grants Company a limited License to use and display portions of the Advertising in connection with the promotion of Company’s business.
3.2 AW Content: -All Content, including, without limitation, any derivatives, modifications or new versions of any Advertiser Content prepared or delivered by AW under this Agreement ("AW Content"), and all intellectual property rights therein and applicable thereto, are and will remain the sole and exclusive property of AW. Advertiser agrees that AW will retain sole and exclusive title to all AW Content and agrees to and hereby makes all assignments necessary to provide AW such sole and exclusive title. Advertiser receives no rights or licenses in or to any AW Content (or in or to any AW trademarks) under this Agreement and AW expressly reserves all such rights.

4. Advertiser’s Representations, Warranties, and Covenants.

Advertiser represents and warrants to Company and third parties (if any), (a) that Advertiser holds all necessary rights to permit the use of the advertisement by Company for the purpose of this Agreement; and (b) that the use, reproduction, distribution, transmission or display of advertisement, keywords selected by Company, any data regarding users, and any material to which users can link, or any products or services made available to users, through the advertisement will not

violate any criminal laws or any rights of any third parties;
Contain any material that is unlawful or otherwise objectionable, including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law.

5. Term and Termination.

5.1. Term. This Agreement will commence on the below Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, will remain in force and effect for as long as Company is performing Services pursuant to the Insertion Order. The contract period for the Ongoing Advertising Services starts on the Go Live Date for a term of one (1) year, which shall be automatically renewed on an annual basis, unless either Party gives the other Party notice of its intent not to renew at least sixty (60) days prior to the end of the then current term.
5.2. Termination for Breach. Either party may terminate this Agreement (including the Insertion Order) if the other party breaches any material term of this Agreement or the Insertion Order and fails to cure such breach within thirty (30) days following written notice thereof from the non-breaching party.
5.3. Non-Cancellation: Advertiser may not modify or cancel the Agreement except by written consent of AW. Simuni shall have the right to terminate any Insertion Order (and this Agreement), with or without cause, at any time. Once an IO is submitted, it cannot be terminated or cancelled by Advertiser for any reason and the submission of an IO shall be deemed an acceptance of this non-cancellation provision. In the event of any termination, Advertiser shall remain liable for any amount due under an Insertion Order for advertisements delivered by Simuni and such obligation to pay shall survive any termination of this Agreement.

6. Indemnify, Defend, and Hold Harmless. Advertiser will indemnify, defend, and hold Company and Company’s processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to:

(a) Any actual or alleged breach of Advertiser’s representations, warranties, or obligations set forth in this Agreement; (b) Advertiser’s wrongful or improper use of the Services; (c) Advertiser’s violation of any third-party right, including without limitation any right of privacy, publicity rights or any intellectual property rights; (d) Advertiser’s violation of any law, ordinance, rule, or regulation of Ethiopia or any other country; (e) any other party’s access and/or use of the Services with Advertiser’s unique name, password, or other appropriate security code; and (f) Advertiser’s intentional wrongdoing and negligence

7. No Warranties. THE USE OF “Simuni” IN THIS SECTION MEANS Simuni, ITS PROCESSORS, ITS SUPPLIERS, AND IT’S LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES). THE SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY.WITHOUT LIMITING THE FOREGOING, SIMUNI SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT.

SIMUNI DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Simuni DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICES ADVERTISED OR OFFERED BY A THIRD PARTY AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT THEREFOR. Simuni DOES NOT HAVE CONTROL OF, OR LIABILITY FOR, GOODS OR SERVICES THATARE PAID FOR USING THE SERVICES.

8. Limitations of Liability and Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Simuni BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. IN ALL CASES, Simuni WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT ISNOT REASONABLYFORESEEABLE.

UNDER NO CIRCUMSTANCES WILL Simuni BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR Simuni ACCOUNT, ORTHE INFORMATIONCONTAINEDTHEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF SIMUNI IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY AW IN CONNECTION WITH ADVERTISER USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY,OR (B) 50,000.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SIMUNI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH