NewForm One Advertiser Terms

1 Scope and contract priority

1.1 Services. NewForm One (Platform) facilitates advertising creative production, review, approval, deployment, tracking, and optimization, including associated Framework functionality. NewForm uses individual creators and other independent contractors, agencies and production companies (collectively, Production Partners), and its own employees and internal team to produce Creative Assets. Any asset or project may be produced by one or more of these sources, in any combination selected by NewForm. Assets from every source are subject to the same submission counting, approval process, ownership, license, and fee provisions. NewForm contracts with and pays Production Partners under separate agreements. Advertiser purchases services from NewForm and does not hire Production Partners or NewForm personnel under this Agreement. NewForm remains responsible for its contractual obligations regardless of who produces the assets. Full-service agency services, general media buying, raw footage, and source files are excluded unless expressly agreed.

1.2 Onboarding and delivery guarantee. Advertiser must complete NewForm’s onboarding process, including a performance deep dive, NewForm One training, and a media conversation. Advertiser must supply relevant brand and compliance materials, including applicable brand guidelines, claim substantiation, required disclosures, and advertising restrictions, and provide timely updates and feedback. NewForm guarantees submission of at least 30 distinct Creative Assets through the Platform in each calendar month during the active service term, counted under Section 2.1. The guarantee concerns submissions for review, not Advertiser approvals or launches, and applies regardless of the production source. If fewer than 30 assets are submitted, neither the Monthly Minimum nor the Platform Fee is payable for that month’s authorized use, as provided in Section 4. A particular creator or other production source, additional delivery volume, revision allowance, or delivery date is binding only if expressly accepted in project terms. Partial months are addressed in Section 4.4.

1.3 Priority. Conflicts are resolved in this order: (a) the signed Order Form and signed amendments; (b) project terms displayed and affirmatively accepted by both parties through the Platform, solely for that project; (c) these Terms; and (d) operational policies expressly identified, supplied, and accepted under this Agreement. Project terms and policies cannot change Order Form pricing, term, account-access requirements, or other express commercial terms without a signed amendment. Asset-specific third-party restrictions disclosed before approval define the available rights and cannot be expanded by this hierarchy. No unidentified policy is incorporated. Third-party platform terms separately bind the parties to whom they apply.

2 Assets and final approval

2.1 Asset definitions. A Creative Asset is a discrete, finished advertising deliverable produced or procured by NewForm through the Platform for Advertiser, excluding Advertiser Materials standing alone. A Submitted Creative Asset is first made available for Advertiser's review through the Platform, with notice to Advertiser, in a reasonably reviewable form materially responsive to the applicable project requirements and the brand and compliance materials supplied by Advertiser. Each distinct asset counts once when first submitted. Duplicate uploads, error corrections, resizes, file conversions, and resubmissions of the same asset do not count again. A materially distinct creative variation counts separately only if separately identified for approval. Draft scripts, incomplete files, and raw footage do not count unless expressly designated as separate deliverables in accepted project terms.

2.2 Approval. An Approved Creative Asset is one Advertiser affirmatively approves through the Platform or another written method NewForm accepts. Silence, delay, submission, and download are not approval. NewForm will not launch an asset without affirmative approval. Advertiser's approval authorizes use within its approved campaign instructions, budget, and disclosed rights restrictions; it does not authorize unrestricted spending. Material changes to claims or content require renewed approval. Approval is counted once per distinct asset, even if used in multiple campaigns; reapproval does not create another approval charge. A genuinely new variation is treated under Section 2.1.

2.3 Responsibility. Advertiser has final responsibility for its product and service claims, offers, pricing, comparisons, substantiation, regulatory requirements, targeting instructions, and brand approval, including statements NewForm or a Production Partner proposes that Advertiser approves. Advertiser must identify required industry and offer disclosures and promptly notify NewForm if an approved statement becomes inaccurate. NewForm's review or automated tools do not constitute legal advice or independent verification of advertiser-specific claims. Approval does not excuse NewForm's rights-clearance obligations or either party's own duties under applicable law. NewForm will require its Production Partners and personnel to use truthful endorsements and appropriate sponsorship disclosures where applicable and will address noncompliance it identifies in work under its control.

3 Accounts and permitted platform access

Advertiser will maintain authorized access to its Meta, TikTok, and other relevant supported advertising and analytics accounts sufficient to deploy approved assets as instructed, measure performance, identify asset-level spend, calculate fees, and verify continued use. NewForm will request permissions reasonably needed for those functions; read-only or view-only access remains required when Advertiser or its agency buys media. Access extends to successor or replacement accounts carrying Creative Assets, not unrelated accounts. Advertiser retains control of media budgets and pays media charges directly to the advertising platform unless separately agreed.

Advertiser is responsible for its authorized users, agency representatives, account security, and instructions. It may allow an agency to operate connected accounts on its behalf, subject to this Agreement, without granting that agency independent creative rights. NewForm may rely on instructions from designated users. Neither party may share credentials unnecessarily or use access beyond its authorization. Advertiser must promptly report compromised access. Platform access is for Advertiser's business use; resale, scraping, security circumvention, reverse engineering except where legally protected, and use of non-public Platform technology or outputs to build or train a competing system are prohibited.

4 Fees and payment

4.1 Active service fees. For each calendar month during the active service term, the Monthly Minimum is $7,500 only if NewForm submits at least 30 Creative Assets that month. If fewer than 30 are submitted, both the Monthly Minimum and the Platform Fee are zero, and no monthly service fee is due for that month’s authorized use, regardless of approvals or Covered Spend. If at least 30 are submitted, the Platform Fee is the greater of (a) $100 multiplied by the number of distinct assets first approved that month, or (b) 10% of that month’s Covered Spend. The monthly service fee is then the greater of the applicable Monthly Minimum or Platform Fee. These alternatives are not added together. Any minimum or platform fee paid for a month below the threshold will be credited or, if no further invoice is due, refunded within 30 days after reconciliation. Sections 4.4, 6.3, and 12.3 expressly address partial months, unauthorized use, and post-termination use.

4.2 Counting and timing. Submission and approval are separate events and may occur in different months. Only first approvals in the current month enter the $100 calculation. No Monthly Minimum or Platform Fee waived for a month below the 30-submission threshold is deferred or recaptured in a later month; waived approvals and spend do not carry forward for billing. Spend in a later month on previously approved assets remains subject to that later month’s applicable fee calculation. Submissions do not carry forward toward another month’s guarantee or threshold. NewForm will retain submission and approval records. Calendar months are measured in New York time; platform-reported spend follows the relevant account’s billing dates and is reconciled consistently.

4.3 Covered Spend. Covered Spend is actual paid media spend directly attributable to Creative Assets or adaptations incorporating their footage or other protected expression, across accounts, platforms, and placements, including consented Outside-Platform Use and unauthorized use. It excludes spend on independently created assets, even if they share a campaign, format, concept, hook, or style. It excludes media taxes, NewForm fees, agency fees, and refunded media charges. Spend is counted once, using asset-level platform reporting or a reasonable documented allocation when reliable asset-level reporting is unavailable. No entire-account attribution applies merely because a Creative Asset appears in that account. Later platform credits are reconciled, and non-dollar spend is converted at the documented account billing rate or, if unavailable, a consistent published monthly average exchange rate.

4.4 Partial months. The active service term begins on the Order Form Effective Date. The 30-asset submission guarantee and fee threshold are not prorated for partial months. If at least 30 assets are submitted during the active portion of a month, the $7,500 Monthly Minimum is prorated by calendar days in the active service term, including the Effective Date and termination date; otherwise, the Monthly Minimum and Platform Fee for that active portion are both zero. Only submissions, first approvals, and spend during the active portion enter Section 4.1. Spend after termination is separately charged under Section 12.3, without counting any spend twice. The delivery guarantee and conditional fee rules continue during a termination notice period. There is no acceleration of remaining annual minimums.

4.5 Illustrations. For a full active month with authorized use only: 25 submissions result in a $0 monthly service fee, regardless of approvals or spend, because neither the Monthly Minimum nor the Platform Fee applies. With 35 submissions, 30 approvals, and $50,000 Covered Spend, the Platform Fee is $5,000 and the payable fee is $7,500. With 40 submissions and $150,000 Covered Spend, the payable fee is $15,000 if the approval-based amount is lower. The operative provisions control these examples.

4.6 Payment. NewForm invoices monthly in arrears, due within 15 days of invoice date by ACH in U.S. dollars. Fees exclude applicable taxes other than taxes on NewForm's net income. Advertiser will promptly identify invoice disputes with supporting detail and pay undisputed amounts when due; the parties will work in good faith to resolve disputes. Overdue undisputed sums may bear interest at the lesser of 1.5% per month or the lawful maximum, plus reasonable collection costs. No separate Production Partner or internal production fee is payable by Advertiser unless expressly accepted in writing. Media costs are additional. Fees are nonrefundable except as expressly provided or required by law.

5 Ownership and creative license

5.1 Ownership. As between the parties, NewForm owns all right, title, and interest in Creative Assets and NewForm-created adaptations, subject to Advertiser Materials and validly licensed third-party rights. No work-made-for-hire or assignment to Advertiser is intended. Advertiser retains its logos, footage, scripts, claims, trademarks, data, instructions, and other supplied materials (Advertiser Materials). NewForm retains the Platform, Framework, software, models, workflows, taxonomies, embeddings, analytics systems, generalized learnings, and improvements. Ownership of those systems does not transfer ownership of Advertiser Materials or personal data to NewForm.

5.2 License. Subject to payment of fees when due, compliance with the Agreement, and disclosed third-party restrictions, NewForm grants Advertiser a perpetual, non-exclusive, non-transferable license to reproduce, display, and distribute Approved Creative Assets solely to advertise Advertiser's business through Authorized Platform Use. Transfer is permitted only with a permitted assignment of the Agreement. Necessary sublicenses to connected advertising platforms and access by authorized service providers are permitted solely to execute that use for Advertiser. No independent resale, sublicensing, organic publication, or other channel use is granted. Platform-enabled adaptations may be used within the same limits. Rights not expressly granted are reserved.

5.3 Rights clearance. NewForm represents that it has, or will obtain before authorized deployment, the permissions, ownership assignments or other sufficient rights, and releases and licenses needed to grant the express license for NewForm-supplied elements, including work supplied by creators, other independent contractors, agencies, production companies, and NewForm’s employees and internal team. NewForm will secure these rights through its own agreements or an adequate documented chain of rights through the relevant Production Partner. Within the disclosed scope, authorized use of those elements will not infringe third-party intellectual property, privacy, or publicity rights. Advertiser’s approval does not waive this commitment. NewForm is responsible for compensation owed to its Production Partners and personnel under their agreements.

5.4 Third-party restrictions. Creator likeness, music, stock assets, third-party footage, trademarks, and other licensed elements may have limited channels, territories, editing permissions, or usage periods. NewForm will disclose material restrictions in the asset record or project terms before approval. An asset is not cleared for a use pending confirmation of the necessary rights. Platform-provided music is not presumed licensed for other platforms. A shorter disclosed third-party license limits use of the affected asset despite the perpetual license to NewForm's rights. Advertiser must cease or modify use when those rights expire or a valid rights concern requires removal. NewForm will promptly communicate known restrictions or claims; later notice does not excuse a prior breach of its clearance obligations. No synthetic likeness, voice clone, or new endorsement may be created without the necessary separate permission.

6 Platform use and fee avoidance

6.1 Authorized Platform Use. This means approved deployment through NewForm One into connected accounts, with continued tracking and required NewForm access, including advertiser-managed campaigns and a continuation mechanism authorized under Section 12.3. A manual upload or replacement deployment qualifies only if NewForm authorizes it in writing and it remains identified, accessible, and trackable. Downloading for internal review does not authorize deployment. Moving, editing, reuploading, or changing an asset's identifier does not remove its contractual status.

6.2 Outside-Platform Use. Any use outside Section 6.1 requires NewForm's prior written consent, including supplying assets to another agency for independent use, uploading elsewhere, organic publication, or running in unconnected or concealed accounts. Consent must identify the permitted use and reporting method. Unless a signed amendment expressly changes the economics, consented outside paid use remains Covered Spend subject to the same 10% spend alternative and the active-term threshold and greater-of calculation; after termination Section 12.3 applies. Consent does not grant rights NewForm does not hold.

6.3 Unauthorized use. Unauthorized deployment, removal of required access while use continues, concealed accounts, and adaptations made to avoid tracking or fees are material breaches. Advertiser remains liable for a fee equal to 10% of spend attributable to unauthorized use, regardless of submission count. During the active term, the total fee for that month's active period is the greater of the Section 4 fee or 10% of unauthorized spend in that period, not their sum. After termination, unauthorized spend is included once in the Section 12.3 fee. Payment does not authorize the use or cure the breach. NewForm may require use to cease and pursue lawful remedies, without duplicate recovery. NewForm is never entitled under this provision to 100% of media spend.

6.4 Verification. Advertiser will retain reasonably sufficient asset-level spend and usage records for two years after the relevant month. If NewForm has a reasonable good-faith basis to suspect untracked use or missing spend, it may give notice explaining that basis. Within five business days, Advertiser must restore required access and provide reliable spend data, or demonstrate that the assets are not in use. If direct access is technically unavailable, NewForm may accept exports, platform invoices, or screenshots pending restoration. If reliable data is not provided, NewForm may estimate attributable spend reasonably and in good faith using historical spend, public ad activity, prior campaign data, account history, third-party market data, comparable campaigns, and other relevant evidence. It must explain its basis and exclude unrelated spend. Advertiser may supply credible contrary evidence at any time; the parties will promptly reconcile and credit or refund overpayments. Supported unpaid fees are retroactively payable on a net-15 invoice. Verification and limited access survive while use continues and for 90 days after it ceases; historical record-production duties survive for the two-year retention period.

7 Creator account permissions

Whitelisted Creator Access means temporary permission to advertise through a creator's account or identity, including Meta Partnership Ads, TikTok Spark Ads, and similar tools. Each authorization lasts no longer than one year from its recorded grant date, or any shorter stated period. One year is a maximum, not a guaranteed duration. NewForm, the creator, or the relevant platform may revoke or remove it sooner. A fresh authorization requires new express permission; it is never automatically renewed.

Whitelisted Creator Access is separate from the underlying asset license and any permission to depict the creator within the asset. Revocation requires stopping use of the creator account or identity. Use from Advertiser's own account may continue only if the remaining asset and likeness rights allow it. Availability is not guaranteed. Expiry or revocation alone is not NewForm's breach and creates no automatic refund, but does not excuse NewForm's separate breach of an express rights-clearance obligation.

8 Advertiser assurances and creator relationships

Each party represents that it has authority to enter and perform the Agreement. Advertiser represents that its business, products, and services are lawful; it holds the rights and permissions necessary for Advertiser Materials and authorized data access; and its advertising claims and approved advertiser-specific messaging are accurate, substantiated, and compliant with applicable law. Advertiser is responsible for its landing pages, offers, industry disclosures, and any products supplied to creators, including safety information, shipping, and agreed reimbursement. Advertiser must not direct deceptive endorsements or unlawful targeting.

Advertiser grants NewForm a non-exclusive license to use, host, reproduce, adapt, and share Advertiser Materials with Production Partners, NewForm personnel, and service providers as necessary to perform the Agreement and support authorized continued creative use, with publicity and data uses limited by Sections 9 and 10. NewForm will not use Advertiser's marks to promote an unrelated advertiser.

During the service term and for 12 months afterward, Advertiser will not knowingly engage, directly or through an intermediary, a creator first introduced to it through NewForm One for substantially similar advertising services outside NewForm One for the purpose of avoiding NewForm's fees, without NewForm's written consent. This restriction does not cover documented pre-existing relationships, demonstrably independent sourcing without use of Platform information, or responses to untargeted public opportunities. It does not prohibit creators from working generally or impose an automatic hiring fee. Unrelated creators and independent creative work are unrestricted.

9 Confidentiality and publicity

9.1 Confidentiality. Confidential Information is non-public information disclosed in connection with the Agreement that is marked confidential or reasonably understood to be confidential, including briefs, business plans, non-public performance data, account information, and technology. It excludes information the recipient can demonstrate was already lawfully known, becomes public without breach, is received lawfully without restriction, or is independently developed. Each recipient will use reasonable care, use the information only as permitted by the Agreement, and disclose it only to personnel, creators, advisers, and service providers who need it and are bound by protective duties. The recipient is responsible for those recipients' compliance. Legally compelled disclosure is permitted with advance notice where lawful and reasonable efforts to limit disclosure.

These duties continue for three years after termination, and for trade secrets while legally protected. On request after termination, each party will return or delete the other's Confidential Information except information reasonably needed for surviving performance, required records, legal protection, and routine backups; retained information remains protected. Section 10 governs permitted de-identified data retention.

9.2 Publicity. Advertiser permits NewForm, without repeated approval, to identify it truthfully as a current or former customer; use its name and logo in customer lists, websites, decks, sales, investor, and business materials; and display or reference Creative Assets already publicly advertised, identifying NewForm One's role. Uses must respect applicable brand guidance and third-party rights and must not imply an endorsement beyond the actual relationship. NewForm may publish aggregated or de-identified performance information that does not reasonably identify Advertiser. Non-public individual metrics, confidential campaign information, and identifiable case studies containing non-public information require Advertiser's prior written consent. These permissions do not otherwise authorize disclosure of Confidential Information.

10 Data use and protection

NewForm may process platform activity, creative attributes, approval behavior, advertising data, performance data, and metadata to provide, secure, support, analyze, and improve the services. It may use lawfully available data in de-identified and aggregated form to train and improve its models and algorithms, develop creative intelligence and benchmarks, improve creator matching, and improve NewForm One and Framework. NewForm owns the resulting generalized systems, learnings, and improvements, subject to underlying rights. No broader right is granted to personal data or third-party-restricted data.

For generalized training and cross-customer insights, NewForm will remove advertiser identifiers and personal data and use reasonable safeguards against re-identification, confidential-data extraction, and disclosure of identifiable customer performance. A name removal alone is insufficient where the remaining data reasonably identifies Advertiser or an individual. NewForm will not use advertiser-identifiable Confidential Information to train general or third-party models without separate express written consent. It will not authorize its AI providers to train their general models on such information. Confidential information may be processed by providers solely to deliver authorized services under protective terms. NewForm may retain compliant de-identified, aggregated learnings and model improvements after termination, without a duty to unwind them, except where law or binding third-party terms require otherwise.

Each party must comply with applicable privacy, security, and advertising-platform rules. Advertiser's consent does not override a platform's API, data-use, or licensing restrictions. NewForm will apply reasonable administrative, technical, and organizational safeguards and notify Advertiser without undue delay after confirming unauthorized access to Advertiser data in its control, with reasonable cooperation and remediation. Before processing personal data where legally required, the parties will enter a suitable data-processing addendum identifying their roles and instructions; this Agreement does not substitute for one. Advertiser must not provide sensitive personal data or customer-level audience lists unless separately authorized in writing. Creator contact details may be used only for authorized projects, not sold or repurposed.

11 Availability and suspension

NewForm will perform its services professionally and with reasonable care. Except for express commitments, the Platform is provided as available, without implied warranties of merchantability, fitness for a particular purpose, or non-infringement, to the extent legally permitted. NewForm does not guarantee spend, ROAS, CAC, results, creator availability, uninterrupted operation, advertising approval, whitelisting, account continuity, algorithms, attribution accuracy, or third-party products. Third-party outages, policy changes, suspensions, and rejections do not alone establish a NewForm breach. This paragraph does not limit the express delivery guarantee, the fee waiver for fewer than 30 submissions, or express clearance warranties.

NewForm may reject advertisers or briefs, remove creators or assets, change functionality, and suspend affected activity reasonably necessary to address security threats, legal or platform-policy concerns, rights claims, material misuse, or overdue undisputed fees after written notice and five business days to pay. Urgent threats or legal requirements may require immediate action; otherwise NewForm will give reasonable notice and an opportunity to resolve the issue. It will limit suspension reasonably and restore affected access when the issue is resolved. A material service discontinuation unrelated to Advertiser's breach will receive at least 30 days' notice where practicable, and minimum fees will cease for service periods NewForm elects not to provide. Section 12 governs continuing asset use.

12 Term and continued use

12.1 Service term. The initial service term is 12 months from the Order Form Effective Date and renews automatically for successive 12-month terms. Either party may terminate at any time, including during the initial term or a renewal, on 30 days' written notice. Termination need not coincide with an anniversary, and renewal creates no non-cancellable annual payment commitment.

12.2 Cause. Either party may terminate for material breach not cured within 10 business days after written notice describing it. Immediate termination is permitted for an incurable material breach or where continued performance is unlawful. Suspension and verification rights apply during any cure period. A good-faith invoice dispute alone is not a payment breach while undisputed amounts are paid.

12.3 Continued use. Termination ends new projects, new approvals, and ordinary Platform access. It does not by itself terminate the compliant license to previously Approved Creative Assets. Continued use is permitted only through tracking or reporting functionality NewForm continues to make available or expressly authorizes in writing, with required account visibility and asset permissions. Such use incurs 10% of post-termination Covered Spend, billed monthly under Section 4.6, for as long as use continues. No Monthly Minimum, approval charge, 30-submission threshold, or fixed fee-survival cutoff applies to that post-termination use. Account removal and unauthorized use do not eliminate payment obligations. Advertiser may stop all use and future spend-based fees at any time.

NewForm will use commercially reasonable efforts to offer a reporting-only or equivalent tracked continuation method to compliant advertisers, but is not required to operate the Platform or any integration perpetually. If it plans to end the available continuation method, it will give 30 days' notice where practicable and consider a written alternative, including approved direct reporting. If no method remains authorized, use must pause until one is authorized. A perpetual creative license is not a promise of perpetual hosting, software access, or creator-account permissions. NewForm may suspend or terminate an affected license for material license breach under the applicable notice and cure provisions; any continued unauthorized use remains fee-bearing.

12.4 Survival. Accrued fees remain payable. Ownership, conditional surviving licenses, use restrictions, continued-use fees, verification, confidentiality, permitted publicity and data rights, indemnities, liability limits, disputes, and provisions needed to enforce them survive. Creator restrictions survive only for their stated period. Upon request, Advertiser will confirm cessation of use and supply reasonably necessary final spend records. NewForm will return any prepaid, unearned fees, subject to lawful offsets for amounts due.

13 Indemnification

13.1 Advertiser. Advertiser will defend, indemnify, and hold harmless NewForm, its affiliates, and their officers, employees, and contractors from third-party claims, damages, judgments, reasonable settlements, and defense costs arising from Advertiser Materials; Advertiser's products, offers, approved product claims or substantiation; its unlawful instructions or targeting; its breach of Section 8 assurances; or its use outside the license. This does not shift liability for NewForm-supplied rights defects merely because Advertiser approved the asset, or cover losses to the extent caused by NewForm's breach or misconduct.

13.2 NewForm. NewForm will defend, indemnify, and hold harmless Advertiser, its affiliates, and their officers and employees from third-party claims, damages, judgments, reasonable settlements, and defense costs alleging that permitted use of NewForm-supplied Creative Asset elements infringes intellectual property, privacy, or publicity rights or lacks the contributor permissions NewForm expressly undertook to obtain. Excluded are claims caused by Advertiser Materials, unauthorized modifications or combinations, use outside disclosed rights, or continued use after a lawful stop-use notice, to the extent the claim would otherwise not arise. NewForm may obtain continued rights, replace or modify the affected asset without materially reducing its utility, or end its use and refund fees reasonably allocable to the affected rights that cannot be supplied. Those measures do not eliminate defense obligations for covered prior claims.

13.3 Process. The protected party must promptly notify the other party, allow it to control the defense with competent counsel, and reasonably cooperate at its expense. Delay relieves obligations only to the extent materially prejudicial. The protected party may participate with its own counsel at its own expense. No settlement may admit fault by, impose nonmonetary obligations on, or fail to release the protected party without its written consent, not unreasonably withheld. If the obligated party fails to defend after reasonable notice, the protected party may defend and recover covered reasonable costs, subject to Section 14.

14 Liability limits

TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR GOODWILL ARISING FROM THE AGREEMENT.

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING FROM THE AGREEMENT WILL NOT EXCEED FEES PAID OR PAYABLE UNDER IT DURING THE 12 MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. RELATED CLAIMS ARE AGGREGATED AND DO NOT RESTART THE CAP. THIS CAP APPLIES TO CONFIDENTIALITY, SECURITY, AND INDEMNITY OBLIGATIONS.

Neither limitation excludes or limits fees properly owed by Advertiser, a party's fraud, gross negligence, or willful misconduct, or liability that cannot legally be limited. The damages exclusion does not exclude amounts payable to third parties under a covered indemnity, though the aggregate cap applies. Equitable relief may be sought where available, without dispensing with legal requirements for that relief. These limits apply regardless of the legal theory and survive failure of a limited remedy's essential purpose.

15 Updates and acceptance

NewForm may update these Terms and incorporated operational policies prospectively. Each version will identify its effective date; NewForm will retain prior versions. Material changes affecting existing advertisers require email notice at least 30 days before effectiveness, describing the changes and providing the revised text or a link to it. Nonmaterial corrections may take effect when posted. Changes legally required sooner may take effect on legally required timing, with notice as soon as reasonably practicable and only to the extent required.

Continued Platform use or authorized continued creative use after the applicable effective date constitutes acceptance following that notice. Advertiser may reject a material change by written notice before it takes effect and end the affected services and use on that date without an early-termination penalty; the prior version applies through that date. Existing fees and historical disputes are not changed retroactively. Updates cannot change the signed Order Form's pricing, term, account-access commitments, or other express commercial provisions without a signed amendment. A dormant account or silence without continued use is not acceptance.

16 Notices and general terms

16.1 Notices. Legal notices, including termination and material updates, must be sent to the notice email addresses in the Order Form, as later changed by written notice. Advertiser's primary-contact email is its notice address unless another is designated. Email is effective when sent during the recipient's ordinary business hours, otherwise the next business day, provided no delivery failure is received. Hand or nationally recognized courier delivery is effective on receipt at the address in the Order Form or a replacement address designated in writing. Business days exclude Saturdays, Sundays, and U.S. federal holidays.

16.2 Relationship and assignment. The parties are independent contractors; neither may bind the other except for expressly authorized advertising instructions. Advertiser may assign the whole Agreement with its business in a merger or sale of substantially all relevant assets if the successor assumes all obligations and gives notice. Other Advertiser assignments require NewForm's consent, not unreasonably withheld. NewForm may assign to an affiliate or successor to the relevant business with notice and assumption of obligations. Asset licenses cannot be transferred separately. There are no third-party beneficiaries except the expressly protected indemnified parties.

16.3 Entire agreement. This Agreement governs only NewForm One and supersedes prior discussions on that subject. A separate agency MSA or Framework engagement remains unchanged and does not govern assets clearly designated as NewForm One assets under this Order Form. Previously delivered agency assets are not converted into NewForm One assets without a signed agreement. Purchase-order terms do not apply. Except for Section 15 updates and permitted project acceptances, amendments must be signed by both parties. Failure to enforce a provision is not waiver; an unenforceable provision is severed to the minimum necessary while the rest remains effective. Neither party is liable for delay caused by events beyond reasonable control if it promptly notifies the other and reasonably mitigates, but accrued payment duties remain.

16.4 Law and execution. Delaware law governs, excluding conflict-of-law principles. The state and federal courts located in New Castle County, Delaware have exclusive jurisdiction; each party consents to that jurisdiction and venue. Electronic signatures and counterparts are effective. A properly incorporated signed Order Form binds Advertiser to these Terms without a separate Terms signature. Electronic project acceptances must be attributable to authorized representatives, and NewForm will retain acceptance records.