Advertising T’s and C’s

Agreement Terms & Conditions issued by Auddy Limited (“Terms”)1

The client is referred to as “you” / ”your”. Auddy Limited is referred to as “we” / “us”/“our”.

This document is referred to as the “Terms” (we use that word, “Terms” throughout this document and also refer to it in your Insertion Order/s (“IO/s”) – and it governs our relationship with you. It sets out the Terms (the “Agreement”) on which you will engage us to provide advertising services and any other services agreed via any signed Insertion Order (IO).

Nature of Agreement. We offer and deliver our services to you as a work-for-hire provider of advertising services.As such, we will likely have one or more Insertion Order/s (“IO/s”) with you which will set out in writing (and besigned by you to acknowledge your acceptance) the services to be rendered by us to you related to the campaign/sfor which you are engaging us to deliver. These may include specifics of the placement of certain advertisements in certain podcasts, on certain platforms and/or in certain geographies; the start date and duration of each campaign, the preferred target markets and audience reach targets; the agreed cost (component-based and/or total) and any other points that are specific to your campaign. Upon your acceptance of each IO provided by us,these Terms are deemed an effective and binding agreement and by which our relationship is to be regulated.

Statement of Work. Any Insertion Order between you and us is subject to the Terms. Combined together, theygovern the entirety of our relationship with you. IOs may be amended only (i) if in writing, (ii) prior to ourimplementing the intended change in the campaign and (iii) signed by both you and us.

Authorisation. Any instruction which we receive from any representative of you is deemed to be a valid instruction – unless you first identify and communicate to us in writing specific individuals and their specific contact informationas being persons authorised to instruct us on your behalf. Any received instruction is deemed to be effective andbinding. We recommend you instruct us in writing (such as by email) and not by telephone. Our IO will alwaysdesignate a person working for us and who is marked as authorised as our representative for the purpose of makingcommitments on our behalf regarding the IO related to your campaign. Any person other than a such a designated representative is not authorised by us unless they are clearly identified as one of our directors.

Data Processing and Data Handling. Other than contact information for your representatives and contact informationfor billing, we prefer that you do not supply us with any information which is subject to applicable privacy laws,policies or regulations – and we reserve the right to not accept or not handle any such information. Where we dohandle, process or store personal data, we shall do so in accordance with our own policies and in our capacity ofbeing registered as a Data Controller with the UK Information Commissioner’s Office (reg. ZB136739). Our policy is available at our website (Auddy.co).

Confidentiality. The nature of our relationship with you is not confidential and neither are our Terms. To theextent that there is a need for a confidentiality agreement between us, we shall enter into a separate written form –which, when it is signed by both us and you and we each have received a true copy, shall govern confidentiality.

Marketing & Publicity. Both we and you shall have the right to reference one another in our respective generalmarketing and promotion materials (including our respective websites and social media accounts) for so long aswhat is stated is accurate, not misleading and compliant with the Terms and the contents of the IO.

Indemnification. We indemnify you against the reasonable cost of you defending yourself in any actual claimwhich is brought by a third party and which results solely from our gross negligence or fraud. This shall applysolely where you are named in the claim. You indemnify us against the reasonable cost of us defending ourselves in any actual claim which is brought by a third party and which results solely from your breach of the Terms or the IO- related obligations you may have.

Limits of Liability. In respect of any liability which either of us may have towards the other in respect of theparagraph immediately above, our respective liability shall not (a) in your case, exceed the total contract value andfees set out in the applicable IO’s (whether or not paid) and (b) in the case of our liability, exceed the total amount of fees actually received as of the date of the claim and pursuant to the applicable IO’s.

Payments. We do not accept payments by cash, cheque or by credit card. All payments are to be made by electronictransfer to our designated bank account. Payment is due within thirty (30) business days from date of invoicingunless otherwise specified in the IO. Our fees are subject to VAT. If you dispute any portion of an invoice, it is stillyour duty to pay in a timely manner the undisputed balance of the invoice. If you dispute an invoice or any portion of one, please contact as soon as possible our designated representative/s and set out your concerns clearly andprecisely (in writing, such as in an email) so that we may understand the nature and detail of your dispute.

Force Majeure. Regardless of anything else referenced in these Terms, neither of us shall be liable for any delayin performing its obligations if such delay is caused by a Force Majeure event.

Subject to the affected party of the Force Majeure event, promptly notifying the other party in writing of the reasonsfor the delay (and the likely duration of the delay), the performance of the affected party’s obligations (except forany payment obligation which shall continue in full force and effect) shall be suspended during the period that the said circumstances persist – and the affected party shall be granted an extension of time for performance equal tothe period of the delay.

Except where any such delay is caused by the act or omission of the other party (in which event the rights,remedies and liabilities of the parties shall be based on the applicable other terms in this Terms document and bylaw):

·      any costs arising from such delay shall be borne by the whichever of us (you or we) is incurring those samecosts;

·      either of us may, if such delay continues for more than twenty (20) business days, terminate the IO immediately on giving notice in writing to the other (in which event neither of us shall be liable to the other by reason of such termination (except for costs and fees owing and accrued through to the date of termination); and

·       both of us will in any event use all reasonable endeavours to avoid or mitigate the impact of any event of ForceMajeure and to recommence performance of their respective obligations under the applicable IO/s and the Terms as soon as reasonably possible.

Notices. Any notice given under this Agreement shall be in writing and shall be delivered personally by hand or sentby Royal Mail Signed For 1st Class post (or registered airmail if overseas) to the other party, at its address set outat the beginning of this Agreement (or another address notified to the other in writing). A notice shall be deemed received when delivered. Any notice of termination or other legal notice (other than any service or other courtdocuments) to be sent to us shall be sent to Chris Ancliff (email: chrisa@auddy.co) or to such other legal contact person as shall be notified to you by us in writing.

We agree that the provisions of this Agreement are personal to us and are not intended to impose any rights ofenforcement on any other party. Subject to the previous sentence, the Contracts (Rights of Third Parties) Act 1999shall not apply to the Terms or to any of its provisions.

Governing Law. The Terms and any non-contractual obligations arising out of this document shall be governedby and construed in accordance with the laws of England and Wales.

Jurisdiction. Any dispute arising out of or in connection with the Terms, including any question regarding theirexistence, validity or termination, or the legal relationships established by the content of this document, shall be subject to the exclusive jurisdiction of the Courts of England and Wales.

Cancellations and Amendments: You are required to provide us with at least four (4) weeks’ prior written noticeof any requests to cancel an IO. We reserve the right to invoice and bill you for the full amount of the campaign asspecified in the applicable IO if such notice is not provided.

Similarly, you are required to provide us with (or we will assume, from the date of request and acceptance) at leastfour (4) weeks’ written notice of any request for amendment to any agreed and specifically listed component/s of acampaign (via its applicable IO – and, expressly, excluding a cancellation). We reserve the right to bill you forwhatever was the originally agreed component/s and activity/ies (as well as any subsequently new ones) if noticefor the required amendment is not provided as stated above.

KPIs and Makegood Provisions: Individual IOs may include specific objectives including provisions for achieving(or not achieving) volumes of impressions, listens and/or new subscriptions.