The following are certain terms and conditions governing advertising published by Schenck Enterprises ("Publisher") in the U.S. virtual edition of ROR Magazine (the "Magazine"). These terms and conditions may be revised by the Publisher from time to time.

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Submission of insertion order for placement of advertising in the Magazine, and/or delivery of advertising materials to Publisher for inclusion in the Magazine, constitutes acceptance of the following terms and conditions by both the advertiser ("Advertiser") and any agency or other representative acting for or on behalf of the Advertiser ("Agency").

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No terms or conditions in any insertion orders, reservation orders, blanket contracts, instructions, or documents that are submitted or maintained by Agency or Advertiser will be binding on Publisher unless expressly authorized in a writing and signed by a senior executive of the Publisher.

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AGENCY COMMISSION AND PAYMENT 1. The publisher has sole discretion over payment terms for advertising, Publisher may change the payment terms from time to time and without limiting the generality of the foregoing may require Advertiser to make payment in advance of the on-sale date of the relevant Magazine issue. 2. Agency and Advertiser are jointly and severally liable for the payment of all invoices arising from the placement of advertising in the Magazine and for all costs of collection of late payment. 3. If an account is placed with a collection agency or attorney for collection, all commissions and discounts will be rescinded or become mall and void and the full advertising rate shall apply. 4. Agency commission (or equivalent): fifteen percent (1996) of gross advertising space charges, payable only to recognized agents. Payments are due in full, upon receipt. All payments must be in United States currency. Any discounts received by Advertiser on ad space charges may not be applied to production charges. 5. Advertiser shall pay all international, federal, state, and local taxes on the printing of advertising materials and on the sale of ad space.

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CANCELLATION AND CHANGES 1. Publisher expressly reserves the right to reject or cancel any reason at any time any insertion order or advertisement without liability, even if previously acknowledged or accepted. In the event of cancellation for default in the payment of bills, charges for all advertising published as of the cancellation date shall become immediately due and payable. a. The conditions of advertising in the Magazine are subject to change without notice. Publisher will announce ad rate changes thirty (30) days prior to the closing date of the issue in which the new rates take effect. Orders for subsequent issues will be accepted at the then prevailing rates.

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PUBLISHER'S LIABILITY 1. The publisher is not liable for any failure or delay in printing, publishing, or circulating any copies of the issue of the Magazine in which advertising is placed that is caused by or arising from, an act of God, accident, fire, pandemic, public health emergencies, failure of transportation, strike, acts of governments, terrorism, or other occurrences beyond Publisher's control. 2. Publisher does not guarantee the position of advertisements in the Magazine and is not liable for failure to meet positioning requirements.

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PUBLISHER WILL TREAT ALL POSITION STIPULATIONS ON INSERTION ORDERS AS REQUESTS. 1. The liability of Publisher for any act, error, omission or other matter for which it may be held legally responsible shall not exceed the cost of the ad space affected by the error. In no event shall the Publisher be liable for any indirect, consequential, special, or incidental damages, including, but not limited to, lost income or profits. The previous limitations shall apply to the greatest extent permitted by law and regardless of the theory under which liability is asserted.

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MISCELLANEOUS 1. Agency and Advertiser jointly and severally represent and warrant that each advertisement submitted by it for publication in the Magazine, and all materials contained therein (collectively, the "Ad Materials") including, but not limited to, Ad Materials for which Publisher has provided creative services, contains no copy, illustrations, photographs, text or other content or subject matter that violate any law, infringe any right of any party, and/or is libelous, defamatory, obscene, disparaging, racist, hateful or scandalous. As part of the consideration and to induce Publisher to publish the such advertisement, Agency and Advertiser jointly and severally shall indemnify and hold harmless Publisher from and against any loss, liability, damages, fines, penalties, and related costs and expenses (including attorneys' fees) (collectively, "Losses") arising from publication of such Ad Materials in any applicable editions, formats or derivations of the Magazine, including, but not limited to: (a) claims of invasion of privacy, violation of rights of privacy or publicity, trademark infringement, copyright infringement, libel, misrepresentation, false advertising, or any other claims against Publisher, or (b) the failure of such Ad Materials to be in compliance and conformity with any and all laws, orders, ordinances, and statutes of the United States or any of the states or subdivisions thereof; or (c) any products, goods, services, programs, events, offers, and promotions that are promoted by or referenced in the Ad Materials (and the fulfillment or non-fulfillment thereof). 2. Publisher may, in Publisher's sole and exclusive discretion and without penalty to Publisher, reject and refuse to run any Ad Materials that Publisher believes: (a) do or may violate Agency's and Advertiser's representations and warranties set forth above; (b) are reasonably likely to be considered objectionable by a reasonable person; and/or (c) are likely to expose Publisher, Agency and/or Advertiser to heightened legal or reputational liability or risk for any reason. 3. As part of the consideration and to induce the Publisher to provide such services, Agency and Advertiser jointly and severally shall indemnify and hold harmless the Publisher from and against any Losses arising from such materials, products, or services, including, but not limited to, those arising from any such claims. 4. Publisher's acceptance of an advertisement for publication in the Magazine does not constitute an endorsement of the product or service advertised. No Advertiser or Agency may use the Magazine's name or logo without Publisher's prior written permission for each such use. s. The word "advertisement" will be placed above all advertisements that, in Publisher's opinion, resemble editorial matter. 6. All terms and conditions of this Rate Card and associated insertion orders, including but not limited to pricing information, shall be the Publisher's confidential information. Neither Agency nor Advertiser may disclose any such information without obtaining Publisher's prior written consent. 7. This agreement shall be governed by and construed in accordance with the laws of the State of California without regard to its conflicts of laws provisions. Any civil action or proceeding arising out of or related to this agreement shall be brought in the courts of record of the State of California. Advertiser and Agency each hereby consent to the jurisdiction of such courts and waive any objection to the laying of the venue of any such civil action or proceeding in such courts.

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ALL PARTIES WAIVE ALL RIGHTS TO TRIAL BY JURY.  ADDITIONAL COPY AND CONTRACT REGULATIONS. Orders and schedules are accepted for the advertising by the brand of product or service only. They may not be re-assigned to other products or services of 19 a or to affiliated companies without the consent of the Publisher.