EXHIBIT A TO OCTOLY ORDER FORM MASTER SERVICE AGREEMENT

These Terms and Conditions are effective as of the Effective Date of the Customer Order Form (the “Agreement”) between VideoAgency d/b/a Octoly (“Octoly”) with and Customer named on the Order Form. Octoly and Customer may collectively be referred to as the “Parties” and/or individually as a “Party.”

1. Definitions. Terms with initial capitalized letters not defined in these Terms and Conditions will have the meanings ascribed in the Customer Order Form.

“Consumer Reviews” means reviews uploaded to the Platform by a consumer participating in a Project.

“Consumer User” means a consumer who participates in a Project including (without limitation) any social media influencers engaged by Octoly in such Project through the Platform.

“Customer Content” means photos, text, web page layouts, graphics, artwork, video, sound or other tangible artistic or textual material to the extent any such material is provided by Customer or its Related Entities to Octoly or for use on the Platform to complete a Project, but excluding any Octoly Content and Octoly Marks.

“Customer Data” means the information collected and maintained by Customer before and during the Term in regard to each Customer Project that will be shared with Octoly to provide the Platform, including (without limitation) data from consumers participating in the Project such as Consumer Reviews.

“Customer Designated Personnel” means any Customer employee, independent contractor, subcontractor, and any employee of any Customer independent contractor or subcontractor, and any other entity or person, who is designated by Customer to work on the Project at any time before, during or after the Term.

“Customer Intellectual Property” means all Intellectual Property owned by or licensed to Customer or its Related Entities, other than through this Agreement, before or during the Term, including Products promoted in campaigns.

“Customer Marks” means all trade names, trademarks, service marks, logos, titles, characters and likenesses owned by Customer or its Related Entities, and the goodwill associated therewith.

“Documentation” means specifications, user manuals, system administration manuals, end-user training documentation provided to Customer with respect to the Platform and according to which the Platform will functionally conform.

“Influencer” means a member of the Platform that provides reviews, use and content regarding a Product and a Project.

“Intellectual Property” means any idea, design, concept, technique, invention, discovery, or improvement, regardless of patentability, software development tools, know-how, processes, methodologies, templates, frameworks, algorithms, software code, creative content, works of authorship, and other materials, and all intellectual property rights therein.

“Launch” means the act of making (or if “Launched,” then having made) the Platform available to Customer.

“Launch Date” means the date on which a Launch occurs.

“Octoly Content” means (i) on-screen layouts, product categories, descriptions, text, graphics, artwork, video, sound or other tangible artistic or textual material whether or not used or provided for use for the Platform, that are created by, owned by, licensed to (other than through this Agreement) and/or controlled by Octoly or any Octoly Related Entity; (ii) any materials, including without limitation, software and copyrightable works of any nature, that Octoly contributes to the Project in performance of this Agreement; and (iii) any and all e-commerce technology, HTML formatting code, source and object code, programming code and software, as well as all text, images, video, audio, and other data, products, services, advertisements, promotions, URLs, keywords and other navigational elements, links, pointers, technology and software, including any modifications, upgrades, updates, and enhancements provided by Octoly to implement the Platform in connection with this Agreement or otherwise. For the avoidance of doubt, it is expressly agreed and understood that articles and other content created by or on behalf of Octoly during the Term for use with the Octoly Platform shall be deemed Octoly Content, but excluding, in any case, any Customer Content and Customer Marks that may be contained in such articles or other content.

“Octoly Intellectual Property” means all Intellectual Property owned by or licensed to Octoly or its Related Entities, other than through this Agreement, including Octoly Content and Octoly Marks.

“Octoly Marks” means all trade names, trademarks, service marks, logos, titles, characters and likenesses owned by or licensed to Octoly or its Related Entities, other than through this Agreement, and the goodwill associated therewith.

“Octoly Registration Data” means the information provided by a Consumer User in creating an Octoly profile on the Platform to enable the Consumer User to use the Platform and engage in a Project. The information will be used by Octoly to anonymously authenticate each user in order to provide such user with the Platform.

“Platform” means the most updated version of Company’s hosted influencer management platform made available by Company as a software-as-a-service, inclusive of such limitations or optional features as may be specified in the Order Form. The Platform allows Octoly to provide the service to complete any Projects as set forth on the Order Form.

“Product” any Customer product or brand utilized or promoted in a Project campaign and uploaded to the Platform in order for Octoly to complete a Project as set forth in the Order Form.

“Project” means the implementation and provision of the Platform for the specific campaigns and projects detailed in the Order Form for each brand or product campaign.

“Related Entity(ies)” means, in relation to either Party, any corporation or other legal entity, in whatever country organized, controlled by, controlling, or under common control with such Party.

2. Services.

2.1 Octoly Obligations.

2.2 Customer Engagement. All Consumer Users will be subject to the Platform’s policies and terms of use in effect from time to time in connection with access to, use of and reviews of a Product that is the subject of a Project.

2.3 Suspended Access. Each Party retains the right, at any time, and without prior notice to the other Party and without breaching this Agreement, to suspend a Consumer User’s access to any or all of the Platform for any of the following reasons: (i) any content within the Platform is deemed obscene, inappropriate or illegal, (ii) to prevent or cease unauthorized access to Consumer User account profiles; or (iii) the operation or display of the Platform violates any Federal, state or international law, regulation, rule, guideline or treaty, or the rights of any third party.

3. License Grants and Intellectual Property.

3.1 Octoly Licenses. Subject to the terms of this Agreement, Octoly hereby grants to Customer a non-exclusive worldwide right and license during the Term (i) to access the Platform including the right to publicly display Octoly Content and Octoly Marks solely as part of implementing the Platform through any Customer media such as an e-Commerce Site, software application or social media accounts controlled by Customer, (ii) to market the availability of the Platform as part of marketing the Customer e-Commerce Site, and (iii) to enable Customer Users to access and use the Platform as provided by Octoly pursuant to this Agreement. Customer will not disassemble, reverse engineer, or decompile the code or any aspect of the Octoly Platform or copy any ideas, features, content, functions or graphics of the Octoly Platform or any Octoly Intellectual Property.

3.2 Customer License. Subject to the terms of this Agreement, Customer hereby grants to Octoly and its Related Entities a non-exclusive worldwide license to use and reproduce Customer Marks and Customer Content during the Term solely for the purposes of enabling Octoly to provide the Platform pursuant to this Agreement and to complete a Project pursuant to the Order Form.

3.3 Consumer and Influencer License. Octoly obtains from all Consumer Users a global license to all reviews provided on a Product or Project. Octoly provides Customer via the Platform with a sublicense to use such Consumer User Reviews. Octoly requests that all Influencers opt-in to the global license for their reviews, social media posts and other content. If an Influencer opts in, then Octoly provides Customer with a sublicense from such Influencer. If an Influencer opts-out, then the Platform provides the Customer with the opportunity to request such Influencer provide a license to his or her reviews, social media posts and other content related to a Project.

3.4 Intellectual Property. Except as expressly stated in this Agreement, no right, title, license, or interest in either Party’s Intellectual Property is intended to be given to or acquired by the other Party as a result of the execution or performance of this Agreement. Each Party expressly agrees that, during the Term and thereafter, (i) it shall do nothing inconsistent with the foregoing acknowledgments concerning the respective ownership of the other Party’s Intellectual Property; (ii) it shall use the other Party’s Intellectual Property only in a manner that does not deviate from the other Party’s rights in that Party’s Intellectual Property; and (iii) it shall take no action that shall interfere with or diminish the other Party’s right in that Party’s Intellectual Property.

3.5. Marketing and Promotion. Each Party shall submit to the other Party for their approval, all graphics, text or other materials that use or display the other Party’s Marks prior to any use by such Party. The reviewing Party shall have the right to grant or withhold approval in such Party’s sole discretion.

4. Provision of Platform. Subject to all terms and conditions of this Agreement, Octoly hereby grants to Customer the right to access and use the Platform during the Term in the manner enabled by Octoly for Customer’s business purposes relating to the use of Influencers and Social Media for the marketing and branding of Customer’s products and services and the analytics of related End User engagement. The foregoing right includes the ability to access the Platform. Such use must be in accordance with all applicable documentation provided to Customer and any limitations set forth in the Order Form. Octoly reserves the right to modify and update the features and functionality of the Platform from time to time in its sole discretion. Customer agrees not to violate any applicable laws, rules, regulations or third-party rights in connection with its Platform use. Customer is responsible for all activities occurring under Customer’s Platform account. Customer acknowledges that the use of certain analytics and other features requires some reasonable software integration assistance from Customer. Octoly will use commercially reasonable efforts to provide the professional services to enable the Platform to be implemented for Customer’s Project. Octoly agrees that the provision of the Platform will comply with all applicable laws, including (without limitation) that all content provided by Influencers will meet all FTC laws, rules and regulations.

4.1 Personnel. Each Party will be liable for all acts and omissions of any of their respective personnel whether or not such personnel is an employee, independent contractor or subcontractor. For clarity, the Platform will incorporate the Octoly Platform as “software as a service” and no software or any equipment or other materials will be delivered by Octoly to Customer under this Agreement, except to the extent as set forth in the Order Form as custom software development or other professional work.

4.2 Restrictions. Customer acknowledges that use of the Platform is provided only for Customer’s own use, and agrees not to use the Platform for the benefit of any third party. Customer agrees not to, not to attempt to, nor allow any third party to: (i) copy or make derivative works of the Platform, or make the Platform available to any third party or use the Platform on a service bureau or time sharing basis, (ii) decompile, reverse engineer, or disassemble the Platform or otherwise attempt to reconstruct or discover any source code, underlying ideas or algorithms of the Platform; (iii) disseminate performance information relating to the Platform; or (iv) use the Platform to develop a competitive product offering. Customer may not use any automated means (such as robots or scripts) to access the Platform except as may be enabled and authorized by Octoly and as specifically set forth in the Order Form.

4.3 Third-Party Services. The Platform may include features or functionality that interoperate with online services operated by third parties, such as Instagram, Facebook and Twitter (such services, “Third Party Services”), pursuant to agreements between Company and the operators of such Third Party Services (such agreements, “Third Party Agreements” and such operators, “Operators”) or through application programming interfaces or other means of made generally available by the Operators (“Third Party APIs”) which Octoly does not control. Customer acknowledges that interoperability with Third Party Services is provided as a convenience and does not constitute material functionality of the Platform or form any basis for the payment of Fees hereunder. Third Party Agreements and Third Party APIs may be modified, suspended or terminated at any time, and Octoly shall have no liability with respect thereto. Notwithstanding the foregoing, in the event that the Platform ceases to interoperate with Facebook, Instagram, Twitter or other Third-Party Services provider and Octoly does not remedy the issue within thirty (30) days, Customer may, immediately terminate the Agreement upon written notice without fault and receive a pro rata refund of any prepaid recurring amounts. Customer shall ensure that use of the Platform in connection with Third Party Services complies with all policies, terms and rules applicable thereto.

4.4 Support. Octoly shall provide during the Term reasonable technical support to Customer regarding the use of the Platform during Company’s normal business hours via telephone to the phone number provided by Octoly or e-mail sent to the e-mail address provided to Customer. Octoly shall be available on a 24/7 basis to respond to, and use continuous reasonable efforts to remedy, any error within the Platform that causes unavailability of the core features of the Platform. While Octoly shall use commercially reasonable efforts to ensure the ongoing availability of the Platform, Octoly makes no representation or warranty regarding the continuous availability or performance of the Platform.

4.5 Mutual Reliance. The Parties expressly acknowledge that timely performance by each of them of its respective obligations under this Agreement is a material requirement for timely performance by the other Party of its respective obligations under this Agreement. If either Party is delayed in performing its obligations under this Agreement, any delayed performance by such Party shall be excused to the extent, but only to the extent, such delay is a result of the other Party’s delay.

5. Payments.

5.1 Fees. Customer shall pay the Fees set forth on the Order Form.

5.2 Payments. All Fees, including Octoly Platform Fees, shall be due and payable thirty (30) days from date of invoice. Late payments are subject to a late charge equal to the lesser of: (i) one and one-half percent (1½%) per month; and (ii) the highest rate permitted by applicable law. Failure to pay any amount when due under this Agreement shall be a material breach hereof.

6. Data.

6.1. Octoly Registration Data. Octoly and its Related Entities shall retain all right, title and interest in all Octoly Registration Data whether collected before, during or after the Term so that it can continue to enable the Platform for that Consumer User.

6.2 Customer Data. Subject to any rights or licenses granted in this Agreement, Customer and its Related Entities shall retain all right, title and interest in all Customer Data whether collected before, during or after the Term. Customer Data will be collected from Customer Users and maintained by or on behalf of Customer pursuant to Customer’s normal business practices. Each Customer User who activates the Platform by creating an Octoly profile will be authenticated. Customer hereby grants to Octoly a perpetual, irrevocable, nonexclusive, royalty free, fully paid up, worldwide license to the Customer Data for use by Octoly (i) to provide the Platform, (ii) to collect, use and disclose Customer Data relating to Customer’s and Consumer User’s usage of the Platform (“Usage Data”); (iii) use Usage Data for Octoly’s internal business purposes; and (iv) disclose Usage Data generally where it is aggregated with similar data relating to third parties and is not identified as relating to Customer.

6.3 User Terms and Privacy. Customer shall cooperate with Octoly to ensure that Consumer Users are required to validly accept Octoly’s privacy policy in relation to their use of the Platform and participation in any Project. Customer acknowledges that the implementation of certain Platform analytics features requires the use of cookies by Octoly on the Platform. Customer shall ensure that its digital media such as an e-Commerce Site or mobile software application controlled by Customer contains privacy policies that comply with all applicable laws, rules and regulations. Prior to a Consumer User joining the Platform, Octoly will ensure all notices are provided to, and all consents are obtained from, Consumer Users for the collection, use and disclosure of data such as Consumer Reviews and other data contemplated hereunder in relation to a Project, in each case as necessary under applicable law.

7. Term and Termination.

7.1 Term. The Term of this Agreement is as set forth on the Order Form. The Agreement shall be automatically renewed for successive terms which shall be identical to the Initial Term unless one of the Parties terminates the Initial Term or a subsequent Renewal Term subject to sending notice in writing to the other Party at least 45 (forty-five) days prior to the expiry of the Initial Term or the relevant Renewal Term. Octoly may amend the financial terms and conditions of the Purchase Order for each Renewal Term subject to informing the Customer in this respect 90 (ninety) days prior to the expiry of the Initial Term and/or any Renewal Term. In the event where the Customer does not terminate the Agreement within the aforementioned deadline, the new financial terms and conditions shall apply to the next Renewal Term, unless otherwise stipulated in the Order Form.

7.2 Termination for Breach. Either Party may terminate this Agreement effective upon thirty (30) days prior written notice if the other Party breaches any provision in this Agreement and fails to remedy such breach within the thirty (30) day period after receipt of such written notice by the allegedly breaching Party.

7.3 Insolvency; Cessation of Business. Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party has ceased operations in the normal course of business or has sought or is seeking to make a compromise, assignment or other arrangement for the benefit of creditors, or if the other becomes a party to bankruptcy, receivership or similar proceedings affecting its financial condition, unless such proceedings are discharged within sixty (60) days.

7.4 Effect of Termination. Upon expiration or termination of this Agreement for any reason:

(a) All rights and licenses granted hereunder to each Party’s Intellectual Property shall terminate effective on the Termination Effective Date, and each Party shall remove the Intellectual Property of the other Party from such Party’s properties.

(b) The Parties shall return any Confidential Information of the other Party then in its possession.

7.5 Survival. Upon termination or expiration of this Agreement, the following provisions shall survive: Sections 1, 6.2, 6.3, 7, 8, 9, 11, 12, 14 and Exhibits to the extent relevant to the surviving sections.

8. Confidential Information.

8.1 NDA. The Parties shall remain subject in all respects to the existing non-disclosure agreement executed by the Parties.

9. Indemnification.

9.1 Octoly Indemnification. Octoly shall indemnify, defend and hold harmless Customer and its Related Entities (each a “Customer Indemnitee”) from and against any losses, assessments, claims, damages, liabilities, costs and expenses (including without limitation reasonable attorneys’ fees and disbursements) (“Losses”) that arise out of or relate to a third party claim (a “Third Party Claim”) relating to any claim or allegation that the Platform infringes any patent, copyright, trademark, or other intellectual property right, or misappropriate any trade secret of any third party (“Third Party Infringement Claim”) or any breach of any of its representations or warranties set out above in this Agreement; provided, that Octoly shall not have any obligation under this Section 9.1 to the extent that Losses arise as a result of or in connection with (i) any Customer Indemnitee’s negligence or willful misconduct; (ii) any Customer Intellectual Property or any Customer technology controlled by Customer; or (iii) any Product or merchandise sold, offered for sale or advertised by Customer. THE FOREGOING SETS FORTH OCTOLY’S EXCLUSIVE OBLIGATION AND ENTIRE LIABILITY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

9.2 Customer Indemnification. Customer shall indemnify, defend and hold harmless Octoly and its Related Entities (each a “Octoly Indemnitee”) from and against any Losses that arise out of or relate to a Third Party Claim resulting from or in connection with any act or omission by Customer or any of its Related Entities, including without limitation any breach of any of its representations or warranties set out above in this Agreement; provided, that Customer shall not have any obligation under this Section 9.2 to the extent that Losses (i) arise as a result of or in connection with any Octoly Indemnitee’s gross negligence or willful misconduct; or (ii) is a Loss subject to Octoly’s indemnification obligation under Section 9.1.

10. Disclaimers; Limitation of Liability .

EXCEPT AS EXPLICITLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NO WARRANTY IS GIVEN THAT THE SERVICES PROVIDED HEREUNDER ARE SECURE, WILL BE CONTINUOUSLY AVAILABLE OR ERROR FREE.

EXCEPT AS A RESULT OF BREACH OF CONFIDENTIALITY, DAMAGES OR LOSSES ARISING FROM A PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, OR A CLAIM UNDER THE INDEMNIFICATION PROVISIONS HEREIN, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOST PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

THE TOTAL LIABILITY OF THE PARTIES AND THEIR RELATED ENTITIES IN CONNECTION WITH THE SERVICE AND/OR THIS AGREEMENT (WHATEVER THE BASIS FOR THE CAUSE OF ACTION) WILL NOT EXCEED THE GREATER OF THE FEES THAT CUSTOMER ACTUALLY PAID TO OCTOLY FOR THE PLATFORM DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH LIABILITY FIRST AROSE.

11. Force Majeure . Neither Party will be deemed to be in default of or to have breached any provision of this Agreement as a result of any delay, failure in performance or interruption of service, resulting from acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires or other catastrophes or occurrences which are beyond such Party’s reasonable control. Notwithstanding the foregoing, if any excusable delay or failure to perform by a Party exceeds twenty (20) days, the other Party shall have the right to terminate this Agreement, if applicable, without liability, except that Customer will continue to be liable for payment of any Fees in accordance with Section 5.

12. General.

12.1 Assignment. Customer may not assign or transfer any of its rights or obligations under this Agreement except to and among its Related Entities and any attempt at such assignment will be void without the prior written consent of Octoly. Octoly may assign or delegate any or all of its rights and obligations under this Agreement to a Related Entity or to a successor in interest in connection with the merger, consolidation, or sale of all or substantially all of its assets or equity or that portion of its business to which this Agreement relates; provided, that any such assignee agrees in writing to be bound by the terms of this Agreement. Any attempted assignment or delegations in violation of this Section will be void and without effect.

12.2 Governing Law; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. The Parties irrevocably and unconditionally agree that any legal proceeding arising under or in connection with this Agreement, except for those seeking injunctive relief, will be brought exclusively in the law court located in New York, New York.

12.3 Dispute Resolution. Any and all disputes between the Parties which are not resolved in the normal course of business shall be promptly referred in writing to each Party’s business contact responsible for performance of this Agreement (“Relationship Manager”). The Relationship Managers shall have a period of fifteen (15) calendar days to investigate, negotiate and resolve the dispute, unless both Relationship Managers agree in writing to extend such period. If the Relationship Managers are unable to resolve the dispute within such 15-calendar day period (as it may be extended), then the dispute shall be referred to the Senior Executive Officer of Octoly and of Customer, and they shall have thirty (30) calendar days from the date of the referral to investigate, negotiate and resolve the dispute, unless both Parties agree in writing to extend such period. If the parties are unable to resolve the dispute within their 30 calendar day period (as it may be extended), then either Party may initiate litigation or other remedies available under law or equity. All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. All reasonable requests for information made by one Party to the other will be honored.

12.4 Equitable Relief. The Parties agree that breach of the confidentiality provisions of this Agreement, and intellectual property infringement and violation of intellectual property ownership rights, may cause irreparable damage to the other Party and that in the event of such breach, infringement or violation, the non-breaching party shall have, in addition to any and all remedies at law, the right to an injunction, specific performance or other equitable relief in a court of law to enforce the breaching party’s obligations hereunder.

12.5 Notices. All notices or other communication given under this Agreement shall be in writing and shall be personally served or sent by certified or registered U.S. mail, return receipt requested, reputable courier service or fax to the other Party at its address set forth in the Customer Order Form.

12.6 Entire Agreement. This Agreement contains the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and, except as otherwise provided herein, supersedes all prior and contemporaneous agreements and understandings related to such subject matter. This Agreement may not be amended except by an instrument in writing signed by an authorized officer of each of the Parties hereto.