KUPASS Advertising Terms and Conditions

1. General.

A signed insertion order (hereinafter, the "Insertion Order") must be submitted to Cibus Inc. (“KUPASS”) seven (7) working days in advance of initial publication date. By submitting advertising for inclusion on any KUPASS site or services, advertiser/agency agrees to be bound by the terms of this contract. No conditions other than those set forth herein shall be binding on KUPASS unless specifically agreed to in writing by KUPASS. KUPASS will not be bound by conditions printed or appearing on order blanks or copy instructions submitted by or on behalf of the advertiser/agency. This contract supersedes any previous agreements between KUPASS and advertiser/agency relating to the subject matter set forth herein. KUPASS's only obligation to serve advertisements hereunder shall be to serve advertisements of the advertiser described in the Insertion Order, and in no event shall KUPASS be obligated to serve advertisements for any other advertiser.

2. Changes and Cancellations.

All artwork must be received at least seven (7) working days in advance of publication date. All text for Internet radio, audio, or video advertisements must be received at least ten (10) working days in advance of publication date. Cancellations or copy changes will not be accepted after the published closing date of the update to the KUPASS site or service on which the advertising is to run. Changes to artwork or text must be received by KUPASS at least seven (7) working days in advance of requested change date. KUPASS reserves the right to change any of its ad banner specifications at any time. Any cancellations or change orders must be made in writing and acknowledged by KUPASS. Change orders cannot be submitted any more frequently than once every fourteen (14) days. This contract may be canceled or changed (i) by KUPASS at any time for any or no reason without notice, or (ii) by advertiser/agency on fifteen (15) days written notice to KUPASS.

3. Payment.

Unless otherwise agreed in writing, the first month's fees are due upon the execution of this Insertion Order by the advertiser/agency and, thereafter, pro rata monthly in advance. If payment is not made timely, KUPASS, at its option, may immediately terminate the contract. In addition, advertiser/agency shall be liable to KUPASS for all attorneys’ fees and other costs of collection. Interest will accrue on any past due amounts at the rate of the greater of one and one-half (1 1/2%) percent per month or the lawful maximum. KUPASS shall have the right to hold the advertiser and/or its agency or agent jointly and severally liable for all amounts due.

4. Delivery, Frequency and Makegood.

All figures relating to the number of advertisements served as determined by KUPASS shall govern, regardless of whether advertiser/agency is using the services of a third party ad server. If KUPASS fails to provide the agreed number of impressions, KUPASS shall at KUPASS’s sole discretion and option make good on this contract through, (i) extension of term of the Insertion Order until total impressions are delivered: (ii) placement of the advertisement at a later time in a comparable position: or (iii) a pro rata refund of the advertising fee representing the undelivered impressions. This make-good shall be advertiser/agency’s sole remedy in connection with any under-delivery by KUPASS. KUPASS will not make good for under-delivery due to delays caused by advertiser/agency. Advertiser/agency understands that all frequency discounts are based on the advertiser's/agency's commitment to fulfilling the frequency indicated in the contract. If, for any reason, this frequency is not met by the time of expiration or cancellation of the contract, advertiser/agency agrees to pay a short rate charge on all ads run. This charge will be equal to the difference between the rate shown in the Insertion Order and the rate earned based on the applicable rate for the actual frequency completed.

5. Redesigning of the KUPASS Sites or Services.

Advertiser/agency acknowledges that, consistent with KUPASS's need for editorial discretion and/or compliance with prior agreements, KUPASS may redesign, delete or replace the pages, programs or channels on which the impressions will be displayed or transmitted or may redesign or replace the type of links, buttons, boxes, and banners, and Internet radio, audio or video advertisements purchased by advertiser/agency; provided, that KUPASS will use good faith efforts to provide advertiser/agency with comparable links, buttons, boxes, banners, and Internet radio, audio or video advertisements.

6. Rejections.

KUPASS reserves the right, without liability, to reject, omit or exclude any advertisement or to reject or terminate any links, buttons, boxes, or banners for any reason at any time, with or without notice to the advertiser/agency, and whether or not such advertisement, link, buttons, boxes, or banners was previously acknowledged, accepted, or published.

7. Licenses and Indemnification.

Advertiser/agency grants KUPASS the right to use, reproduce, publicly display, and distribute advertiser's advertisements and collateral information and warrants that advertiser/agency has the right to grant such license. Advertiser/agency represents that the advertiser is the owner or is licensed to use the entire contents and subject matter contained in its advertisements and collateral information, including, without limitation, (a) the names and/or pictures of persons; (b) any copyrighted material, trademarks, service marks, logos, and/or depictions of trademarked or service marked goods or services; and (c) any testimonials or endorsements contained in any advertisement submitted to KUPASS. In addition, advertiser/agency represents that advertiser's advertisements and collateral information do not violate any applicable local, state or federal law or regulation. In consideration of KUPASS's acceptance of such advertisements and information for publication, the advertiser and agency will jointly and severally indemnify and hold harmless KUPASS and its officers, directors, shareholders, employees, accountants, attorneys, agents, parent, affiliates, subsidiaries, successors and assigns from and against any and all third party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to: (i) advertiser/agency's breach of any representations made therein, (ii) KUPASS's performance under this contract, and (iii) the copying, printing, distributing, or publishing of advertiser's/agency's advertisements or collateral information by KUPASS.

8. Limitation of Liability.

In the event (i) KUPASS fails to publish an advertisement in accordance with the schedule provided in the Insertion Order, (ii) KUPASS fails to deliver the number of total impressions specified in the Insertion Order (if any) by the end of the specified period, or (iii) of any other failure, technical of otherwise, of such advertisement to appear or be transmitted as provided in the Insertion Order, the sole liability of KUPASS to advertiser/agency shall be limited to the make-good provisions as set forth in Section 4 herein. In addition, KUPASS is not responsible for the quality and/or clarity of any Internet radio, audio or video advertisements. UNDER NO CIRCUMSTANCES WILL KUPASS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATON, FOR LOST INCOME OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THIS CONTRACT, EVEN IF KUPASS HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.

9. Choice of Law and Forum.

This contract shall be interpreted and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of laws provision, and with the same force and effect as if fully executed and performed therein. Each party hereby consents to the exclusive personal jurisdiction of the State of Delaware, acknowledges that venue is proper only in any state or federal court in the State of Delaware, agrees that any action related to this contract must be brought in a state or federal court in the State of Delaware, and waives any objection that may exist, now or in the future, with respect to any of the foregoing.

10. Credit Cards.

In the event that advertiser/agency pays any amounts due hereunder with a credit card and the issuer of the credit card fails to pay the amounts authorized by advertiser/agency, advertiser/agency shall immediately remit full payment to KUPASS plus any interest due on the outstanding amounts. In addition, if advertiser/agency pays any amounts due hereunder with a credit card and the issuer of the credit card seeks to recover from KUPASS any amounts received by KUPASS from the issuer, advertiser/agency shall immediately remit to KUPASS all amounts necessary to comply with the issuer's request and any costs and expenses incurred by KUPASS.

11. Miscellaneous.

No public statements concerning the existence or terms of this contract will be made or released to any medium except with the prior approval of both parties or as required by law. Advertiser/agency may not resell, assign or transfer any of its rights hereunder, and any attempt to resell, assign or transfer such rights shall result in immediate termination of this contract, without liability to KUPASS. If any portion of the contract is found unenforceable for any reason, the reminder will remain in full force and effect. No waiver by KUPASS shall operate as a waiver of any other provision or any subsequent default. This document represents the entire agreement of the parties; KUPASS will not be bound by the representations of any agents, brokers, or other third parties. Any modifications must be in writing and signed by an authorized representative of KUPASS. All terms of this contract, which by their nature extend beyond its termination, remain in effect until fulfilled and apply to respective successors and assigns. The undersigned is legally empowered with due corporate authority to enter into this contract and agrees to be bound by the Terms and Conditions of this contract.

Advertiser / Agency Cibus Inc.