Foodience Advertiser Terms

(Foodience, a DBA of DubbleBlack LLC)

Effective Date: January 26, 2024

These Advertiser Terms (“Terms”) govern the advertising relationship between the advertiser or its agency (“Advertiser”) and Foodience, a DBA of DubbleBlack LLC, a Colorado limited liability company (“Foodience”), in connection with the advertising placements, sponsorships, or services purchased pursuant to an executed Insertion Order (“IO”).

By executing an IO with Foodience, Advertiser agrees to be bound by these Terms, which together with the IO form the entire agreement (“Agreement”).

1. Scope of Services

1.1 Placements & Services. Foodience will provide the advertising placements and services (“Services”) specified in the IO. Services may include but are not limited to: featured offers, pinned offers, promoted offers, direct offers, newsletter placements, category sponsorships, gifting campaigns, sponsored content, performance PR, or other advertising/marketing services listed in Foodience’s media kit.

1.2 IO Precedence. The IO will specify campaign details including ad units, placements, fees, dates, and payment schedule. In the event of conflict, the IO governs with respect to deal-specific terms, and these Terms govern all general legal and operational matters.

2. Campaign Materials

2.1 Creative Submission. Advertiser must provide all necessary creative materials (images, text, logos, product samples, disclaimers, landing page URLs, etc.) in the format and within the deadlines reasonably required by Foodience.

2.2 Compliance. Advertiser warrants that all creative materials comply with applicable laws, regulations, industry standards, and Foodience’s content policies.

2.3 Approval Rights. Foodience reserves the right to reject or remove any creative that, in its sole discretion, is unlawful, misleading, harmful, offensive, or inconsistent with Foodience’s brand and community values.

3. Payment & Billing

3.1 Fees. Advertiser will pay Foodience the fees set forth in the IO. All fees are quoted in U.S. Dollars unless otherwise stated.

3.2 Payment Terms. Unless otherwise stated in the IO, fees are due in full upfront prior to campaign launch. Foodience may withhold performance of Services until payment is received.

3.3 Late Payments. Past due amounts are subject to a finance charge of 1.5% per month (or the maximum permitted by law) plus collection costs, including reasonable attorneys’ fees.

3.4 Non-Refundable. Fees are non-refundable once campaigns commence, except where Foodience materially breaches these Terms and fails to cure within thirty (30) days of written notice.

4. Performance & Reporting

4.1 No Guarantee. Foodience makes no guarantee of performance metrics (impressions, clicks, conversions, sales, etc.) unless expressly set forth in the IO.

4.2 Tracking. Where applicable, Foodience will provide tracking links, reporting, or access to its affiliate platform for campaign performance measurement.

4.3 Adjustments. Advertiser acknowledges that traffic, impressions, or engagement may fluctuate due to seasonality, platform policies, or other factors outside Foodience’s control.

5. Intellectual Property

5.1 License from Advertiser. Advertiser grants Foodience a limited, non-exclusive, royalty-free license to use Advertiser’s name, trademarks, logos, product images, and campaign creative for purposes of fulfilling the IO.

5.2 License from Foodience. Foodience retains all rights, title, and interest in its own intellectual property, technology, network, and platform. No license is granted except as expressly stated.

6. Representations & Warranties

6.1 Advertiser Representations. Advertiser represents and warrants that:

It has full rights and authority to enter this Agreement.

Campaign creatives do not infringe the rights of any third party.

Campaign creatives comply with all applicable laws, including consumer protection, FTC advertising guidelines, intellectual property, and data privacy laws.

6.2 Foodience Representations. Foodience represents and warrants that it will provide Services in a professional manner consistent with industry standards.

7. Confidentiality

Both parties agree to keep confidential any non-public information disclosed in connection with this Agreement, except where required by law or with prior written consent.

8. Indemnification

Advertiser shall indemnify, defend, and hold harmless Foodience, its parent, affiliates, officers, employees, and contractors from and against any and all claims, damages, liabilities, losses, and expenses arising out of or related to Advertiser’s creatives, products, services, or breach of these Terms.

9. Limitation of Liability

Except for indemnification obligations or willful misconduct, neither party shall be liable for indirect, incidental, special, or consequential damages. Foodience’s total liability under this Agreement shall not exceed the total fees paid by Advertiser under the applicable IO.

10. Term & Termination

10.1 Term. These Terms remain in effect for the duration of any active IO.

10.2 Termination for Breach. Either party may terminate this Agreement upon written notice if the other materially breaches and fails to cure within thirty (30) days.

10.3 Termination for Convenience. IOs are binding and non-cancellable once executed, unless expressly permitted in the IO.

11. Miscellaneous

11.1 Independent Contractors. The parties are independent contractors. Nothing herein creates a partnership, joint venture, or agency relationship.

11.2 Assignment. Advertiser may not assign or transfer this Agreement without Foodience’s prior written consent.

11.3 Force Majeure. Neither party is liable for delays or failures caused by events beyond reasonable control (e.g., acts of God, internet outages, government restrictions).

11.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to conflict of laws principles. Venue shall lie exclusively in the state or federal courts located in Denver, Colorado.

11.5 Entire Agreement. These Terms and the IO constitute the full and exclusive agreement between the parties, superseding all prior agreements or communications.

11.6 Amendments. Any amendment or waiver must be in writing and signed by both parties.

11.7 Notices. Notices shall be sent to the addresses listed on the IO, with a copy to:

Foodience (DBA of DubbleBlack LLC)

110 16th St. Ste 1460

Denver, CO 80202

Email: legal@foodience.com

Acceptance:

By signing an IO with Foodience, Advertiser acknowledges and agrees to these Advertiser Terms.