TERMS OF SERVICE

Mediafiche.ai Inc. Marketplace

Effective Date: April 1, 2026

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These Terms of Service ("Agreement") govern your access to and use of the Platform (as defined below). By registering for an account, accessing the Platform, or transacting on the Platform, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity to this Agreement.

1. DEFINITIONS

As used in this Agreement:

"Platform" means the online B2B Mediafiche Marketplace operated by us that connects Advertisers and Publishers for the purchase and sale of magazine advertising.

"Advertiser" ("Buyer") means a business entity that uses the Platform to purchase advertising placements in magazines.

"Publisher" ("Seller") means a business entity that uses the Platform to list, offer, and sell advertising inventory in its publications.

"User" means a Buyer or Seller business entity or authorized representative thereof that registers on and accesses the Platform.

"Transaction" means any agreement between an Advertiser and Publisher facilitated through the Platform for the purchase of magazine ads.

"Registration" means creating a basic User account within the Marketplace allowing the User to access the Marketplace.

"Onboarding" means upgrading an existing User account from basic Registration status to full Transaction capability status.

"Ad Inventory" means any print advertising space, placement, or opportunity listed by a Publisher on the Platform.

"Offer/Counter-Offer" refers to the method of price negotiation utilized within the Marketplace by which the Advertiser and Publisher reach a purchase agreement.

"Fee" means any commissions, service charges, or other amounts payable to the Marketplace in connection with use of the Platform.

"Creative" refers to the content contained within an ad layout including text, graphics, and other visual artifacts.

2. ELIGIBILITY AND ACCOUNT REGISTRATION

2.1 Business Entities Only

The Platform is intended solely for use by Advertisers ("Buyers") and Publishers ("Sellers") and their authorized representatives. By registering, you represent and warrant that: (a) you are either a Buyer or Seller; (b) you are a legal business entity in good standing; (c) the individual accepting this Agreement is duly authorized to do so on behalf of the entity; and (d) your use of the Platform complies with all applicable laws and regulations.

2.2 Account Registration

To access the Platform, you must create an account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us immediately of any unauthorized access or suspected security breach. By registering on the Platform, you consent to receive marketing and service-related communications from us.

2.3 Account Types

You may register as either an Advertiser or a Publisher but not both. We reserve the right to reject any registration at our sole discretion.

3. PLATFORM SERVICES

3.1 Marketplace Functionality

The Platform provides tools to facilitate the discovery, negotiation, purchasing, and fulfillment of magazine advertising placements between Advertisers and Publishers. We act as an intermediary marketplace between Advertisers and Publishers.

3.2 Publisher Listings

Publishers may list their magazine Ad Inventory on the Platform, including specifications such as publication name, description, circulation, rates, issue dates, format options, placement types, and deadlines. Publishers are solely responsible for the accuracy of all listing information and for maintaining current ad availability.

3.3 Advertiser Purchases

Advertisers may search and browse available Ad Inventory and submit an Offer to purchase an ad through the Platform. A Transaction is not binding until the Publisher accepts an Offer and confirmation of acceptance is transmitted through the Platform. We are not responsible for Publisher non-acceptance or cancellation.

3.4 Platform Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Platform at any time, with or without notice. We shall not be liable to any User for any modification, suspension, or discontinuation of the Platform.

4. FEES AND PAYMENT

4.1 Fees

We charge a fee for Transactions facilitated through the Platform. The current fee rate is set forth in our Buyer and Seller Agreements, which are incorporated within the Onboarding process and may be updated from time to time with notice to Users. Continued use of the Platform following a fee change constitutes acceptance of the updated Fees.

4.2 Payment Terms

All Fees are due and payable in accordance with the payment terms set forth in the Buyer and Seller Agreements, respectively.

4.3 Advertiser Payments

Advertisers are responsible for payment of Ad Inventory purchases in accordance with the payment terms defined in our Buyer's Agreement.

4.4 Payouts to Publishers

Payouts to Publishers will be processed in accordance with our payment process as defined in our Seller's Agreement.

4.5 Taxes

Each party is responsible for determining and paying all applicable taxes, including sales tax, use tax, and withholding taxes, arising from its use of the Platform or participation in Transactions. We will not be responsible for collecting or remitting taxes on behalf of any User unless required by applicable law.

5. PUBLISHER OBLIGATIONS

5.1 Accuracy of Listings

Publishers represent and warrant that all information provided in listings, including circulation figures, audience demographics, publication schedules, and pricing, is accurate, truthful, and not misleading. Publishers must promptly update listings to reflect any material changes.

5.2 Fulfillment

Publishers are solely responsible for fulfilling all accepted Transactions, including publication of submitted advertisements in accordance with agreed specifications, issue dates, and placements. Publishers must provide Advertisers with proof-of-performance (tearsheets or digital equivalents) within thirty (30) days following publication.

5.3 Compliance with Advertising Standards

Publishers are responsible for reviewing all Advertiser-submitted creatives and may reject any content that does not comply with applicable advertising standards, publication guidelines, or applicable law. Publishers must communicate rejection in sufficient time for Advertisers to make corrections before applicable deadlines.

6. ADVERTISER OBLIGATIONS

6.1 Creative Submission

Advertisers are responsible for submitting advertising creatives that comply with the Publisher's specifications, industry advertising standards, and applicable law. Creatives must be submitted by the deadlines specified in the Offer confirmation.

6.2 Creative Responsibility

Advertisers represent and warrant that all advertising creatives submitted through the Platform: (a) do not infringe any third-party intellectual property rights; (b) comply with all applicable advertising laws and regulations, including FTC guidelines; (c) are truthful and not misleading; and (d) do not contain unlawful, defamatory, or otherwise objectionable material. Advertisers retain ownership of any creative content submitted through the Platform.

7. INTELLECTUAL PROPERTY

All intellectual property rights in and to the Platform, including software, design, trademarks, and proprietary data, are owned by us or our licensors. This Agreement does not transfer any ownership rights to Users. Users are granted a limited, non-exclusive, non-transferable license to access and use the Platform solely for its intended business purposes.

8. CONFIDENTIALITY

Each party may have access to confidential information of the other party in connection with use of the Platform. Each party agrees to maintain the confidentiality of the other party's confidential information and not to use or disclose it except as necessary to perform its obligations under this Agreement. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

9. DATA AND PRIVACY

Our collection and use of personal and business data in connection with the Platform is governed by our Privacy Policy, which is provided for the User to read and agree to during the Registration process.

10. PROHIBITED CONDUCT

Users may not:

• Post false, inaccurate, misleading, or fraudulent listings.
• Scrape or systematically collect data from the Platform.
• Use the Platform to contact other Users for purposes outside of legitimate marketplace Transactions.
• Resell or sublicense access to the Platform without our prior written consent.
• Engage in any conduct that could damage, disable, overburden, or impair the Platform.
• Misrepresent your identity, affiliation, or authority to bind any entity.

11. DISCLAIMERS

11.1 No Warranty

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

11.2 Third-Party Transactions

WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING ANY TRANSACTIONS BETWEEN ADVERTISERS AND PUBLISHERS. WE ARE NOT RESPONSIBLE FOR THE ACCURACY OF PUBLISHER LISTINGS OR THE QUALITY OF THEIR AD INVENTORY.

11.3 Circulation and Audience Data

Any circulation figures, readership data, or audience metrics provided by Publishers are their sole responsibility. We do not independently verify such data and make no representations regarding its accuracy.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless us and our officers, directors, employees, agents, and successors from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or related to: (a) your use of the Platform; (b) your violation of this Agreement; (c) any Transaction you enter into on the Platform; (d) any Content you submit; or (e) your violation of any applicable law or third-party rights.

14. TERM AND TERMINATION

14.1 Term

This Agreement commences on the date you first access the Platform and continues until terminated in accordance with this Section.

14.2 Termination by You

You may terminate your account at any time by following the account closure process on the Platform. Termination does not relieve you of any obligations accrued prior to termination, including payment obligations.

14.3 Termination by Us

We may suspend or terminate your account and access to the Platform, in whole or in part, at any time for any reason, including if we believe you have violated this Agreement, engaged in fraudulent activity, or posed a risk to other Users or the Platform. We will make reasonable efforts to provide advance notice except where immediate action is required.

14.4 Effect of Termination

Upon termination: (a) all licenses granted under this Agreement terminate immediately; (b) you must immediately cease use of the Platform; and (c) Sections 2, 3, 5, 7, 8, 9, and 10. Sections 11, 12, 13, 14.4, 15, 16, and 17 survive termination.

15. DISPUTE RESOLUTION

15.1 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt to resolve any dispute informally by providing written notice of the dispute and engaging in good-faith negotiations for at least thirty (30) days.

15.2 Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement that is not resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in English, and the seat of arbitration shall be in the State of Georgia. The arbitrator's award shall be final and binding.

15.3 Class Action Waiver

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING AGAINST US.

15.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property rights or confidential information.

16. GOVERNING LAW

This Agreement and any dispute, claim, or controversy arising out of or relating to this Agreement, the use of the Marketplace, or any transactions conducted through the Marketplace shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws principles that would require the application of the laws of another jurisdiction.

17. GENERAL PROVISIONS

17.1 Entire Agreement

This Agreement, together with our Buyer Agreement, Seller Agreement, and Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements.

17.2 Amendments

We reserve the right to modify this Agreement at any time. We will provide notice of material changes by posting the updated Agreement on the Platform and updating the effective date. Your continued use of the Platform following notice constitutes acceptance of the updated Agreement.

17.3 Severability

If any provision of this Agreement is found to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

17.4 Waiver

Our failure to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative.

17.5 Assignment

You may not assign or transfer this Agreement or any rights hereunder without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of our assets.

17.6 No Third-Party Beneficiaries

This Agreement does not create any third-party beneficiary rights.

17.7 Force Majeure

Neither party shall be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, government actions, labor disputes, or internet service disruptions.

17.8 Notices

Legal notices to us must be sent in writing to our registered address. We may provide notices to you via the email address on file with your account or through the Platform interface.

18. CONTACT INFORMATION

For questions about this Agreement or the Marketplace Platform, please contact us at:

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BY USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.