Upon full execution of any Insertion Order or Production Order, this Master Service Agreement (“MSA”) and Terms and Conditions shall be deemed a binding agreement by and between iTalkBB Media Inc. (“iTalkBB Media”), the exclusive media agency of iTalkBB Chinese TV (“OTT Publisher”) and the non-exclusive media agency for iTalkBB TV (“Multi Device Mobile App/Website Publisher”), and advertiser and/or advertising agency (advertiser and/or advertising agency will be referred to as “Advertiser” hereinafter) with respect to the sales and purchase of the Ad Inventory (as defined herein) maintained by OTT Publisher, Multi Device Mobile App/Website Publisher, and iTalkBB Media. The media platforms of OTT Publisher and Multi Device Mobile App/Website Publisher are collectively referred to herein as the (“iTalk TV Platforms”). The MSA and Terms and Conditions (“MSA and Terms and Conditions”), the Insertion Order, Production Order, as well as any appendices or exhibits thereto, constitute the advertising agreement between iTalkBB Media and Advertiser (the “Agreement”). Both iTalkBB Media and Advertiser may be referred to under this Agreement as a “Party”, or, collectively where appropriate, as “Parties”.
1. Definitions.
The following capitalized terms shall have the following respective meanings for purposes of this MSA and Terms and Conditions:

“Advertisement” or “Ad” means any advertisement that is delivered by Advertiser, created by iTalkBB Media on behalf of Advertiser or otherwise mutually agreed upon by and between the Parties, in each instance, pursuant to the Agreement for placement on the iTalk TV Platforms.

“Ad Inventory” means the advertising spaces available to Advertisers on the iTalk TV Platforms.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Applicable Law” means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order or other requirement or rule of law of any competent governmental authority in the applicable jurisdictions.

“Bonus Placements” are the promotional Ad Placements attached to Advertisers’ purchased Placement. Bonus Placement is usually free of charge, unless the Agreement states otherwise.

“Creative Components" means, with respect to an Advertisement, the copy, artwork and layout thereof. “Artwork” means any images or visual components of an Advertisement or Ad Campaign. “Copy” means the printed text of an Advertisement. “Layout” of an Advertisement means the size and placement of Copy and Artwork within the applicable Ad Inventory, including margins, backgrounds, fonts and colors.

“First Draft” means the first draft from any Creative and Production Services as defined herein.

“Insertion Order” means a written order for the purchase of Ad Inventory by Advertiser from iTalkBB Media, as mutually agreed to by the Parties. The Insertion Order shall contain (i) Advertiser's name and primary contact information, including its billing address, (ii) a description of the Ad Inventory ordered, (iii) selection of the Authorized Platform for placement of the Advertisement, (iv) publication schedule of the Advertisement, including starting date and ending date (“Starting Date” and “End Date” hereinafter); and (v) a description of the products or services being advertised.

“Intellectual Property”means any and all trademarks and domain names; original works of authorship and related copyrights and any other intangible property in which any Person holds proprietary rights, title, interests or protections, however arising, pursuant to Applicable Laws (whether domestic or foreign), including all applications, registrations, renewals, issues, reissues, extensions, divisions and continuations in connection with any of the foregoing and the goodwill connected with the use of and symbolized by any of the foregoing.

“Open-Term Agreement” means the Agreement with no definite term of Placements.

“Parties” mean Advertiser and/or Ad Agency, together with iTalkBB Media, and each a “Party”.

“Person” means any individual, partnership, corporation, trust, limited liability entity, unincorporated organization, association, governmental authority or any other entity.

“Personnel” of a Party means any agents, employees or subcontractors engaged or appointed by the Party.

“Placement” means group of ad units on the iTalk TV Platforms which an Advertiser can choose to place their ads on.

“Representatives” means a Party's Affiliates, employees, officers, directors, partners, shareholders, agents, attorneys, third-party advisors, successors and permitted assigns.

“Rate” means the unit price rate of applicable Ad Inventory on the iTalk TV Platforms.

2. Agreement to Purchase Ad Inventory.
2.1. Purchase and Sale.

Subject to the MSA and Terms and Conditions of this Agreement, during the Term, iTalkBB Media shall sell to Advertiser, and Advertiser shall purchase from iTalkBB Media, Ad Inventory as set forth on any Insertion Order or Production Order executed by the Parties.

2.2. Use and Obligations of Ad Agency.

Subject to Section 12 of the MSA and Terms and Conditions or as otherwise specifically provided in the Agreement, any obligation of Advertiser pursuant to the Agreement may be satisfied by any Ad Agency and shall be deemed to be an obligation of Advertiser and the Ad Agency. Additionally, any right of Advertiser pursuant to this Agreement may be exercised by the Ad Agency, and shall be deemed to be a right of Advertiser and the Ad Agency.

2.3. Non-Exclusivity.

Nothing herein is intended nor shall be construed as creating an exclusive arrangement between Advertiser and iTalkBB Media. This Agreement will not restrict (a) Advertiser from advertising in other publication or media or (b) iTalkBB Media from selling Ad Inventory to any other Persons.

2.4. Amendments to Insertion Order; Cancellation.

Any amendments to the Insertion Order must be agreed to in writing by both Parties. iTalkBB Media shall have the right in its sole discretion to reject any proposed amendments or modifications to the Insertion Order. Advertiser agrees and acknowledges that the Insertion Order shall be non-cancelable without the written consent of iTalkBB Media.

3. Price and Payment.
3.1. Price.

Advertiser shall purchase Ad Inventory from iTalkBB Media for placement on the iTalk TV Platforms at the total amount set forth on the Insertion Order (“Prices”).

3.2. Change in Rates and Conditions.

(a) Advertiser shall have the option to amend the Starting Date for one time by giving a five (5) business days advanced written notice to iTalkBB Media, provided that, the amended Starting Date is within 30 days of the original Starting Date.

(b) If Advertiser desires the amended Starting Date to be more than 30 days after the Original Starting Date, iTalkBB Media reserves the right to modify the Rates and the Prices. Advertiser shall bear all the additional costs and expenses incurred in relation to such rescheduling.

3.3. Taxes, Fees, and Expenses.

All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Advertiser under this Agreement, and any other fees and expenses, including but not limited to bank transaction fees. Advertiser shall be responsible for all such charges, costs, taxes, fees and expenses, except for any taxes imposed on, or with respect to, iTalkBB Media's income, revenues, gross receipts, personnel or real or personal property or other assets.

3.4. Payment.

Pre-payment may be required in iTalkBB Media's discretion. iTalkBB Media shall send invoices to Advertiser's billing address as set forth on the Agreement. Advertiser shall pay all invoiced amounts due to iTalkBB Media before or on the due date specified in the invoice, except for any amounts disputed by Advertiser in good faith.

3.5. Invoice Disputes.

Advertiser shall notify iTalkBB Media in writing of any dispute with an invoice (along with a reasonably detailed description of the dispute) within three (3) business days from the Advertiser's receipt of such invoice. Advertiser will be deemed to have accepted all invoices for which iTalkBB Media does not receive timely notification of disputes, and shall pay all undisputed amounts due. The Parties shall seek to resolve all such disputes expeditiously and in good faith.

3.6. Late Payments.

Except for invoiced payments that Advertiser has successfully disputed, Advertiser shall pay interest on all late payments, calculated daily and compounded monthly at the lesser of the rate of five percent (5%) per month or the highest rate permissible under the Applicable Law, calculated daily and compounded monthly. Advertiser shall also reimburse iTalkBB Media for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys' fees.

4. Advertisement Requirements.
4.1. Clearance.

Advertiser shall be responsible for obtaining all rights, licenses, permissions, releases, approvals, clearances and credit or attribution information, and for payment of all royalties, license or reuse or other fees required for Advertiser to create any Advertisement and grant OTT Publisher, Multi Device Mobile App/Website Publisher and iTalkBB Media the right to reproduce and distribute it.

4.2. Submission Deadline.

Advertiser shall submit to iTalkBB Media the Creative Components, final versions of Advertisements or any other materials or information necessary to publish an Advertisement no later than five (5) business days prior to the Starting Date set forth in the Insertion Order (“Submission Deadline”).

4.3. Publisher Policies and Approval: Upon Publisher’s approval.

(a) All Creative Components and Advertisements are subject to the relevant Publisher’s approval.

(b) iTalkBB Media reserves the right to reject any Advertisement delivered by Advertiser (regardless of whether such Advertisement was previously accepted) which either iTalkBB Media or relevant Publisher, in its sole discretion, determines (i) is offensive, obscene or profane, (ii) is defamatory, libelous, slanderous or otherwise unlawful, (iii) is false or misleading or (iv) claims endorsement in any way by relevant Publisher of any products or services.

(c) iTalkBB Media shall notify Advertiser as soon as reasonably possible of any objection to any Advertisement delivered by Advertiser or any Creative Component therein. iTalkBB Media may, in its sole discretion, provide Advertiser with the opportunity to amend or replace a rejected Advertisement, provided that Advertiser meets any and all applicable Submission Deadlines and iTalkBB Media’s overall publication schedule.

(d) Advertiser agrees and acknowledges that all technical decisions regarding design and programming techniques, programming language, programming technologies, programming strategy, programming logic, programming flow, graphical design, font selection, database setup, database structure, database relationships, visual appearance (textbox, buttons, placements, etc.) or any other technical decision designed to meet the Advertiser’s needs is the exclusive prerogative of iTalkBB Media and its staff and not that of Advertiser.

5. Bonus Placements.

The Parties agrees and understands that iTalkBB Media makes no guarantees on impressions for Bonus Placements, unless agreed to in writing. Furthermore, the Parties understand and agree that the impressions for Bonus Placements are subject to Ad inventory, market saturation, and any other applicable technical factors.

6. License.

Advertiser grants to iTalkBB Media and OTT Publisher or Multi Device Mobile App/Website Publisher, as the case may be, a royalty-free, non-exclusive, and non-transferable license to Advertiser's Intellectual Property to reproduce, modify, publish and distribute each Advertisement which Advertiser possesses ownership in accordance with this Agreement.

7. Creative and Production Services.

iTalkBB Media shall provide creative and production services (“Creative and Production Services”) upon Advertiser’s request.

7.1. The scope of Creative and Production Services includes:

(a) Concept generation, copywriting, storyboard, and

(b) Design, production and post-production of Advertisements.

7.2. Limitation on Changes.

Upon the approval of concept, script and/or storyboard, if any requests for changes, variations or substitutions will result in additional costs for the production, and are not due to iTalkBB Media’s fault or failure, Advertiser will be responsible for any additional costs. After the completion of the First Draft, Advertiser can submit up to 2 commercially reasonable minor revision requests, without changing concept and script, at no additional charge.

7.3. Ownership.

(a) All campaigns, trademarks, service marks, slogans, artwork, written materials, drawings, photographs, graphic materials, film, music, transcriptions, or other materials that are subject to copyright, trademark, patent, or similar protection (collectively, the “Work Product”) produced by iTalkBB Media are the property of iTalkBB Media.

(b) If Advertiser pays for the Creative and Production Services, iTalkBB Media hereby grants the Advertiser the non-exclusive, irrevocable right to use the Advertisement in commercially reasonable manners.

(c) If iTalkBB Media assigns any Intellectual Property and/or any proprietary rights to Advertiser, Advertiser shall pay a mutually agreed additional assignment fee, unless mutually agreed otherwise.

7.4. Special Limitations for Waived Charge Productions.

Any Advertisement for which Advertiser does not pay any portion of the Creative and Production Services costs, shall be subject to the following limitations:

(a) For an Agreement with a definite term, if the Agreement is terminated before its ending date as set forth in the Insertion Order or Production Order, without iTalkBB Media’s fault, Advertiser shall pay to iTalkBB Media all production cost and expenses and any other cost associated with the Advertisement production.

(b) For Open-Term Agreement, if the Agreement is terminated earlier than the term specified in the Production Order, Advertiser shall bear the production costs and expenses and any other cost associated with the Advertisement production.

8. Suspension of Service.

8.1. If during the term of the Agreement, or in Open-Term Agreement, Advertiser suspends the advertising Placement, a monthly charge in the amount of 5% of the original total monthly charge of the suspended Placement will be charged to Advertiser by iTalkBB Media (“Suspension Charge”). The Suspension charge can be use by Advertiser as a credit to pay, in part, for any commercial on the iTalk TV Platforms at a later date.

8.2. Adjustment of Rate: If the Placement is suspended for more than three months, the Rate will be adjusted to the then applicable new Rate.

8.3. Any suspension shall not exceed twelve (12) months since the date Advertiser suspends the advertising Placement (“Suspension Date”). If the suspension exceeds twelve (12) months, iTalkBB shall have a right to terminate the Agreement as specified under Section 9. All the Suspension Charge credit shall expire twelve (12) months after the Suspension Date.

9. Term and Termination.
9.1. Term.

This Agreement shall be effective on the effective date of the Insertion Order (“Effective Date”) and remains in force until it is terminated by the Parties pursuant to this Agreement (“Term”).

9.2. Right to Terminate.

Both parties reserve the right to terminate or revise the Agreement upon mutual written agreement. In observation and execution of the following specified terms, both parties shall be released from any further liability upon and from the termination of this Agreement.

(a) iTalkBB Media’s right to terminate.

(i) iTalkBB Media reserves the right to terminate this Agreement at any time with written notice to Advertiser 10 days in advance. iTalkBB Media shall reimburse any unperformed services and/or uncompleted products that are already paid by Advertiser.

(ii) If Advertiser’s suspension of Advertisement Placement exceeds 12 months, iTalkBB Media reserves the right to terminate this Agreement at any time without written notice or reimbursement of any kind to Advertiser.

(b) Advertiser’s right to terminate.

(b)Advertiser reserves the right to terminate this Agreement at any time with written notice to iTalkBB Media 10 days in advance. Advertise shall pay for all performed services and/ or completed products provided by iTalkBB Media. In the event that Advertiser terminates an Advertisement(s) for which Advertiser was granted a conditional discount, Advertiser shall be liable to pay iTalkBB Media the full amount of such conditional discount.

9.3. Effect of Termination.

(a) Expiration or termination of this Agreement will not affect any rights or obligations that:

(i) are to survive the expiration or earlier termination of this Agreement; and

(ii) were incurred by the Parties prior to such expiration or earlier termination.

(b) Notice of termination under this Agreement shall operate as an automatic cancellation of any Advertisement that are scheduled to be published subsequent to the date of the termination Notice, subject to any unavoidable restrictions imposed by iTalkBB Media or Publisher’s production schedule. If iTalkBB Media or Publisher's production schedule prevents automatic cancellation of any Advertisements, the effective date of termination of this Agreement shall be the date immediately following publication of the final Advertisement unable to be automatically cancelled.

10. Representations, Warranties and Certain Covenants.
10.1. Mutual Representations, Warranties and Covenants. Each Party represents, warrants and covenants to the other that:

(a) it is a legal entity duly organized, validly existing and in good standing in the jurisdiction of its incorporation or organization;

(b) it has the full right, corporate or other power and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement;

(c) the execution of this Agreement by its Representative whose signature is set forth at the end hereof and the delivery of this Agreement by the Party has been duly authorized by all necessary corporate action of the Party; and

(d) it is now and through the Term shall remain in compliance with all Applicable Laws in relation to the performance of its obligations under this Agreement except to the extent that such failure would not, in the aggregate, reasonably be expected to have a material adverse effect on the other Party's ability to comply with its obligations under this Agreement.

10.2. Advertiser Representations, Warranties and Covenants. Advertiser represents, warrants and covenants to iTalkBB Media that:

(a) at the time of the Advertisement's publication and dissemination, any statement, claim or representation made in any Advertisement (i) will be supported by competent and reliable prior substantiation in accordance with all Applicable Laws, and (ii) shall comply with all Applicable Laws regarding deceptive trade practices, fair competition and consumer protection;

(b) nothing in any Advertisement or Creative Component will (i) violate any criminal law, (ii) advocate any illegal activity or (iii) be defamatory, libelous, slanderous or otherwise unlawful;

(c) Advertiser has and will retain all rights, licenses and clearances necessary to lawfully use, and authorize iTalkBB Media and Publisher to use, the contents and subject matter contained in any Advertisement including: (i) any Intellectual Property, copyrighted material, trademarks, and/or depiction of trademarked goods or services; (ii) any testimonials or endorsements contained in any Advertisement; (iii) any name, photograph, likeness or identity of individuals, either living or dead, famous or not famous; and (iv) any other rights, licenses, permissions clearance or approvals which may be necessary;

(d) to the extent that any Advertisement or Creative Component is delivered to iTalkBB Media in electronic form, it will not contain any viruses, time bombs, or other devices capable of disabling or interfering with any computer systems or software;

(e) Advertiser shall use the Ad Inventory solely for its own benefit and not for the Placement of any third-party advertising; and

(f) Advertiser agrees and acknowledges that this Agreement provides no guarantee with respect of success, derived benefits, or any performance related to sales.

10.3. iTalkBB Media Covenants. Unless otherwise provided under this Agreement, iTalkBB Media shall not itself, and shall not grant any third party the right to:

(a) Republish or otherwise reuse, edit, modify or create any derivative works of any Advertisement or Creative Component thereof in any media now in existence or hereafter developed, whether or not combined with its own materials or material of others.

(b) Alter or delete any Advertiser Trademark or Trademark notice included in any Advertisement.

11. Representations, Warranties and Certain Covenants.
11.1. Advertiser Indemnification Obligations.

Advertiser shall defend, indemnify and hold harmless iTalkBB Media and Publisher, and their respective officers, directors, employees, agents, Affiliates, successors and permitted assigns (collectively, “iTalkBB Media Indemnified Party”), against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by iTalkBB Media Indemnified Party (collectively “Losses”), arising out of or resulting from any claim of a third party or Party alleging:

(a) Material breach by Advertiser or its Personnel of any representation, warranty, covenant or other material obligations set forth in this Agreement; or

(b) Gross negligence or more culpable act or omission of Advertiser or its Personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement.

11.2. iTalkBB Media Indemnification Obligations.

iTalkBB Media shall defend, indemnify and hold harmless Advertiser, and its officers, directors, employees, agents, Affiliates, successors and permitted assigns (collectively, “Advertiser Indemnified Party”), against any and all Losses, arising out of or resulting from any third-party claim or direct claim alleging that:

(a) material breach by iTalkBB Media or its Personnel of any material obligations set forth in this Agreement; or

(b) gross negligence or more culpable act or omission of iTalkBB Media Indemnifying Party or its Personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement.

11.3. Exceptions and Limitations on Indemnification.

Notwithstanding anything to the contrary in this Agreement, neither Party is obligated to indemnify or defend the other Party or any of its Representatives against any Losses arising out of or resulting, in whole or in part, from the other Party's (a) willful or reckless acts or omissions; or (b) bad faith failure to materially comply with any of its obligations set forth in this Agreement.

11.4. Indemnification Procedures.

A party seeking indemnification under this Section 11 (the “Indemnified party”) shall give the Party from whom indemnification is sought (the “Indemnifying party”): (a) prompt notice of the relevant claim; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure and (b) reasonable cooperation, at the Indemnifying Party's expense, in the defense of such claim. The Indemnifying Party shall have the right to control the defense and settlement of any such claim; provided, however, that the Indemnifying Party shall not, without the prior written approval of the Indemnified Party, settle or dispose of any claims in a manner that affects the Indemnified Party's rights or interest. The Indemnified Party shall have the right to participate in the defense at its own expense.

11.5. Exclusive Remedy.

This Section 11 sets forth the entire liability and obligation of each Indemnifying Party and the sole and exclusive remedy of each Indemnified Party for any damages covered by this Section 11.

12. Limitation of Liability; Disclaimer of Warranties.
12.1. Limitation of Liabilities.

(a) No Liability for Consequential or Indirect Damages. Except with respect to the Parties’ liability for indemnification or liability for infringement or misappropriation of Intellectual Property, in no event will either Party be liable to the other for any consequential, incidental, indirect, exemplary, special or punitive damages whatsoever (including damages for loss of use, revenue or profit, business interruption and loss of information), whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damage was foreseeable and whether or not such Party has been advised of the possibility of such damages.

(b) iTalkBB Media’s Maximum Liability. iTalkBB Media’s aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort or otherwise, shall not exceed the total of the amounts paid by Advertiser to iTalkBB Media pursuant to this Agreement.

12.2. Joint and Several Liability Between Advertiser and Agency.

Advertiser and Ad Agency shall be jointly and severally liable for all amounts due under this Agreement. Advertiser shall provide iTalkBB Media with evidence of Ad Agency’s acknowledgement of this provision and Agreement to be held jointly and severally liable with Advertise for all amounts due under this Agreement.

13. Confidentiality.

From time to time during the Term, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) information about its business affairs and services, confidential information and materials comprising or relating to Intellectual Property, trade secrets, third-party confidential information and other sensitive or proprietary information, as well as the terms of this Agreement which includes any information contained in the Insertion Order and Production Order, and the Terms and Conditions, whether orally or in written, electronic or other form or media and, whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information; or (e) is required to be disclosed pursuant to Applicable Law. The Receiving Party shall, for three (3) year from receipt of such Confidential Information: (i) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any Person, except to the Receiving Party's Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The Receiving Party shall be responsible for any breach of this Section 13 caused by any of its Representatives.

14. Miscellaneous
14.1. Further Assurances.

Upon a Party's reasonable request, the other Party shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to this Agreement.

14.2. Entire Agreement.

This Agreement (including the Insertion Order, Production Order, if any, and the MSA and Terms and Conditions, including all related exhibits, schedules, attachments and appendices) constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

14.3. Survival.

Subject to the limitations and other provisions of this Agreement, (a) the representations and warranties of the Parties contained herein shall survive the expiration or earlier termination of this Agreement for a period of twelve (12) months after such expiration or termination; and (b) Section 3, Section 13 and Section 14, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement for the period specified therein, or if nothing is specified for a period of twelve (12) months after such expiration or termination. No lawsuit or other action based upon or arising in any way out of this Agreement may be brought by either Party after the expiration of the applicable survival period; provided, however, that any claims asserted in good faith with reasonable specificity and in writing by Notice, as defined below, prior to the expiration of the applicable survival period are not thereafter barred by the expiration of the relevant period, and such claims survive until finally resolved.

14.4. Notices.

All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the Insertion Order (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or e-mail (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid).

14.5. Severability.

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the court may modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

14.6. Amendment and Modification.

No amendment to or modification of this Agreement, including the MSA and Terms and Conditions, Insertion Order and Production Order, if any, is effective unless it is in writing and signed by an authorized Representative of each Party.

14.7. Waiver

(a) No waiver under this Agreement is effective unless it is in writing and signed by an authorized representative of the Party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion.

(b) None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege or condition arising from this Agreement:

(i) Any failure or delay in exercising any right, remedy, power or privilege or in enforcing any condition under this Agreement; or

(ii) Any act, omission or course of dealing between the Parties.

14.8. Cumulative Remedies.

Except as set forth in Section 11, all rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties or otherwise.

14.9. Assignment.

Neither Party may assign, transfer or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, however, that iTalkBB Media may assign this Agreement to an Affiliate, a successor-in-interest by consolidation, merger or operation of law or to a purchaser of all or substantially all of the iTalkBB Media's equity or assets. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

14.10. Choice of Law and Forum; Waiver of Jury Trial.

This Agreement will be governed in accordance with the law of the State of Texas. Any action or proceeding of any kind or nature arising out of, or in connection with this Agreement will, if brought by either party herein, be instituted and tried only in the federal or state courts located within the State of Texas, and both Parties hereto waive any right to cause such action or proceeding to be instituted or tried elsewhere. Each of the parties hereby irrevocably waives all right to trial by jury and any action, proceeding or counterclaim (whether based on contract, tort, or otherwise) arising out of or relating to this Agreement or the actions of any party hereto in negotiation, administration, performance or enforcement hereof.

14.11. Force Majeure.

If because of act of God, inevitable accident, fire, lockout, strike or other labor dispute, riot or civil commotion, act of government or governmental instrumentality (whether federal, state or local), failure of performance by a common carrier, failure in whole or in part of technical facilities, or other cause beyond the control of a party (a “Force Majeure Event”), such party is unable to perform any or all of such party's duties or obligations hereunder, then such inability will not be a breach of this Agreement and the respective rights, duties and obligations of the parties will be adjusted in a fair and equitable manner. If such period of force majeure continues for a period in excess of sixty (60) days, then either party may terminate this Agreement upon written notice to the other. The Term of this Agreement shall be automatically extended by a period equal to the period of suspension.

14.12. Relationship of Parties.

Nothing in this Agreement creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the Parties. iTalkBB Media is an independent contractor pursuant to this Agreement. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any third party.

14.13. MSA and Terms and Conditions.

By execution of any Insertion Order or Production Order, Advertiser acknowledges and agrees that the MSA and Terms and Conditions are incorporated in and made a part of any Insertion Order or Production Order.

Effective: September 6, 2022
(c) iTalkBB Media, Inc., September 2022 - All Rights Reserved