SUPERHUNGRY TERMS OF SERVICE

The following terms of service (the “Terms of Service”), last updated on 10/16/2023, shall govern the relationship between New School Echo Park LLC d/b/a SuperHungry (“SuperHungry”) and each client of SuperHungry (each a “Client”) along with the terms of the quote (the “Quote”) provided by SuperHungry and signed by Client. Client and SuperHungry may be referred to herein as the "Parties," and each, a "Party". The Terms of Service along with the Quote may be collectively referred to herein as the “Agreement”.

WHEREAS, SuperHungry is in the business of providing marketing services.

WHEREAS, Client wishes to retain SuperHungry to provide the services set forth in the attached
quote.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SuperHungry Services and Responsibilities .

1.1 SuperHungry Services. SuperHungry shall use commercially reasonable best efforts to provide to Client the services (the "Services") as set forth in the Quote attached hereto (as may be modified in writing by the parties from time to time). SuperHungry shall provide the Services in accordance with the terms and subject to the conditions set forth in the relevant Quote and this Agreement and in a professional and diligent manner consistent with industry standards and good business practice.

1.2 SuperHungry Personnel.

(a) SuperHungry shall hire, supervise, direct, and discharge all employees and Permitted Subcontractors (as defined in 21.2(c) below) (collectively, the "SuperHungry Personnel") necessary to perform the Services, each of whom shall be suitably skilled, experienced, and qualified; and

(b) SuperHungry shall be responsible for the payment of all compensation owed to the SuperHungry Personnel, including, if applicable, the payment and withholding of social security and other payroll taxes, withholding of income taxes, unemployment insurance, workers' compensation insurance payments, and disability benefits.

(c) SuperHungry may enter into agreements with or otherwise engage any person who is not a SuperHungry employee, including any independent consultants, contractors, subcontractors, or affiliates of SuperHungry (each such approved third party, a "Permitted Subcontractor"), to provide any Services or deliverables to Client in connection with any Quote.

1.3 No Exclusivity. SuperHungry retains the right to perform the same or similar type of services for third parties during the Term of this Agreement.

2. Client Obligations and Responsibilities.

2.1 Client shall:

(a) Provide copies of or access to Client's information, documents, or other material (collectively, "Client Materials") as SuperHungry may request in order to carry out the Services in a timely manner , and ensure that they are complete and accurate in all material respects. Client and its licensors are and shall remain the sole and exclusive owner of all right, title, and interest in and to all Client Materials, including any and all trade secrets, trademarks, 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 the laws of the US (collectively "Intellectual Property") therein.

(b) Respond promptly to any SuperHungry request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for SuperHungry to perform the Services in accordance with the requirements of this Agreement.

3. Intellectual Property Rights; Ownership.

3.1 License to Certain Client Intellectual Property.

(a) Subject to and in accordance with the terms and conditions of this Agreement, Client grants SuperHungry and its affiliates and Permitted Subcontractors a limited, non-exclusive, royalty-free, worldwide license during the Term to use Client's Intellectual Property to the extent necessary to provide the Services to Client and in connection with marketing for SuperHungry.

(b) Client grants no other right or license to any Client Intellectual Property to SuperHungry by implication, estoppel, or otherwise. SuperHungry acknowledges that Client owns all right, title, and interest in, to, and under the Client's Intellectual

Property and that SuperHungry shall not acquire any proprietary rights therein. Any use by SuperHungry or any affiliate, employee, officer, director, partner, shareholder, agent, attorney, third-party advisor, successor or permitted assign (collectively "Representatives") of SuperHungry of any of Client's Intellectual Property and all goodwill and other rights associated therewith shall inure to the benefit of Client.

3.2 Ownership of and License to Deliverables.

(a) Except as set forth in 33.2(c), Client is and shall be, the sole and exclusive owner of all right, title, and interest in and to all documents, work product, and other materials that are delivered to Client hereunder by or on behalf of SuperHungry in connection with any Quote, including all Intellectual Property therein (collectively, the "Deliverables"). SuperHungry acknowledges and will cause SuperHungry Personnel to agree that with respect to any copyrights in any Deliverables that may qualify as "work made for hire" as defined in 17 U.S.C. § 101, Client shall own the copyrights in such Deliverables as a "work made for hire" for Client. With respect to any of the Deliverables that do not constitute a "work made for hire," SuperHungry hereby irrevocably assigns and shall cause the SuperHungry Personnel to irrevocably assign to Client, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables.

(b) Upon the reasonable request of Client, SuperHungry shall, and shall cause the SuperHungry Personnel to, promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist Client to prosecute, register, perfect, or record its rights in or to any Deliverables.

(c) In the course of providing the Services, SuperHungry will be using certain pre-existing materials consisting of documents and materials of SuperHungry, data, know-how, methodologies, software, and other materials, including computer programs, reports, and specifications, in each case developed or acquired by SuperHungry prior to the commencement or independently of this Agreement (collectively, the "Pre-Existing Materials"). SuperHungry and its licensors are, and shall remain, the sole and exclusive owners of all right, title, and interest in and to the
Pre-Existing Materials, including all Intellectual Property therein. SuperHungry hereby grants Client and its affiliates a perpetual, limited, royalty-free, non-transferable (except in accordance with 1010.8), non-sublicensable, worldwide license to use, perform, display, execute, reproduce, distribute, transmit, modify (including to create derivative works), import, make, have made, sell, offer to sell, and otherwise exploit any Pre-Existing Materials to the extent incorporated in, combined with or otherwise necessary for the use of the Deliverables for any and all purposes/solely to the extent reasonably required in connection with Client's receipt or use of the Services and Deliverables. All other rights in and to the Pre-Existing Materials are expressly reserved by SuperHungry.

4. Fees and Expenses; Payment Obligations.

4.1 Fees and Expenses.

(a) In consideration of the provision of the Services and the rights granted to Client under this Agreement, Client shall pay SuperHungry according to the payment terms on the Quote attached hereto

(b) Client agrees to reimburse SuperHungry for all actual, documented, and reasonable out-of-pocket expenses incurred by SuperHungry in connection with the performance of the Services that have been approved in advance in writing by Client.

(c) All charges will be automatically withdrawn from Client's bank account via direct debit within three (3) days of the beginning of each service period, or later at SuperHungry’s sole discretion.

(d) If no payment is received by SuperHungry within seven (7) days of the signing of this proposal, SuperHungry, in its sole discretion, may terminate the Agreement immediately. Payments received more than seven (7) days after their respective due dates may accrue interest at 1.5% per month.

(e) Billing for each individual service will begin in the month in which that service is first rendered. SuperHungry.

(f) SuperHungry reserves the right to increase fees outlined in the Quote annually. At the conclusion of each twelve (12) month service period, beginning from the date upon which the provided quotation is signed, SuperHungry will review pricing and determine, in its sole discretion, whether or not to apply any fee increase. Any delay by SuperHungry in increasing prices does not preclude SuperHungry from exercising this right in the future. In the event of a delayed increase, Notwithstanding the foregoing, no price increase will go into effect until written notice is provided to the Client in writing by SuperHungry with a minimum of 30 days notice.

4.2 Taxes. Client shall pay, reimburse, and/or hold SuperHungry harmless for all sales, use, transfer, privilege, tariffs, excise, and all other taxes and all duties, whether international, national, state, or local, however designated except income taxes, which are levied or imposed by reason of the performance of the professional services under this Agreement.

5. Representations, Warranties, and Certain Covenants.

5.1 SuperHungry represents, warrants, and covenants to Client that it shall materially comply with, and ensure that all SuperHungry Personnel and Permitted Subcontractors comply with, all specifications, rules, regulations, and policies of Client that are communicated to SuperHungry in writing.

5.2 NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 5, SUPERHUNGRY, NOR ANY OTHER PERSON ON SUPERHUNGRY’S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER
ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND

(B) CLIENT ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY SUPERHUNGRY, OR ANY OTHER PERSON ON SUPERHUNGRY’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION.ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND SUPERHUNGRY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6. Indemnification.

6.1 Client Indemnification Obligations . Client shall defend, indemnify, and hold harmless SuperHungry, and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, "SuperHungry Indemnified Party"), from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") , that are incurred by SuperHungry Indemnified Party arising out of or resulting from any third-party
Claim or direct Claim alleging:

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

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

(c) that any Client Materials or Client Intellectual Property or SuperHungry's receipt or use thereof in accordance with the terms of this Agreement infringes any Intellectual Property of a third party.

(d) the unauthorized or improper use of Client Materials or Deliverables by Client, Client’s designees, licensees, distributors, franchisees or affiliates;

(e) allegations of patent, trademark or trade dress infringement or any other violation of a patent, trademark or trade dress right;

6.2 SuperHungry Indemnification Obligations. SuperHungry shall defend, indemnify, and hold harmless Client, and its officers, directors, employees, agents, successors, and permitted assigns (collectively, "Client Indemnified Party"), from and against any and all Losses, arising out or resulting from any third-party Claim alleging:

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

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

6.3 Exceptions and Limitations on Indemnification.

(a) 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 from the other Party's:

(i) Willful or reckless acts or omissions; or

(ii) bad faith failure to materially comply with any of its material obligations set forth in this Agreement.

(b) Notwithstanding anything to the contrary in this Agreement, SuperHungry shall have no obligations to indemnify or defend Client or any of its Representatives against any Losses arising out of or resulting, in whole or in part,from infringement claims relating to:

(i) any Client Materials or any instruction, information, designs, specifications, or other materials provided by Client in writing to SuperHungry;

(ii) Client's use of the Deliverables in combination with any materials or equipment not supplied to Client or specified by SuperHungry in
writing,; or

(iii) any modifications or changes made to the Deliverables by or on behalf of any person other than SuperHungry or SuperHungry Personnel.

6.4 Indemnification Procedures. A party seeking indemnification under this 56 (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.

6.5 EXCLUSIVE REMEDY. THIS 56 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 6.

7. Limitation of Liability.

7.1 NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. 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.

7.2 MAXIMUM LIABILITY. SUPERHUNGRY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO SUPERHUNGRY PURSUANT TO THIS AGREEMENT IN THE 6 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. 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 (collectively, "Confidential Information"). Confidential Information does not include information that at the time of disclosure: (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 9 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: (x) 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; (y) 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 (z) 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 9 caused by any of its Representatives. On the expiration or earlier termination of this Agreement, the Receiving Party and its Representatives shall, pursuant to 89.3, promptly return/destroy all Confidential Information and copies thereof that it has received under this Agreement.

9. Term; Termination.

9.1 Term. The term of this Agreement shall be set forth in the Quote unless it is earlier terminated in accordance with the terms of this Agreement (the "Term").

9.2 Termination. Either party may terminate this Agreement or any Quote on 30 days' prior written notice to the other party. Upon such termination, Client will reimburse SuperHungry for all approved, non-cancellable expenses accrued by SuperHungry to
perform the Services.

9.3 Effect of Expiration or 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) Upon expiration or termination of this Agreement for any reason, SuperHungry shall:
(i) promptly deliver to Client all Deliverables (whether complete or incomplete) for which Client has paid and all Client Materials; and (c) Subject to 89.3(a), the Party terminating this Agreement, or in the case of the expiration of this Agreement, each Party, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of the terminating Party's rights or remedies/either Party's rights, remedies, or defenses under this Agreement, at law, in equity or otherwise.

10. Miscellaneous.

10.1 Entire Agreement. This Agreement, including the related schedules attached hereto, 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.

10.2 Survival. Subject to the limitations and other provisions of this Agreement, (a) 55 (Representations, Warranties, and Certain Covenants) shall survive the expiration or earlier termination of this Agreement for a period of 12 months after such expiration or termination; and (b) 44 (Fees and Expenses; Payment Obligations), 56 (Indemnification), 77 (Limitation of Liability), Section 8 (Confidentiality), 89 (Term; Termination), and 910 (Miscellaneous), of this Agreement, 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 12 months after such expiration or termination.

10.3 Notices. All notices and other communications hereunder (including, for example, requests, consents, claims, demands, and waivers) shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (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). Except as otherwise provided in this Agreement, a notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the notice has complied with the requirements of this 910.3.

10.4 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.

10.5 Amendment and Modification. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.

10.6 Waiver. No waiver by either Party of any of the provisions hereof shall be effective unless explicitly set out in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

10.7 Cumulative Remedies. Except as set forth in 56, 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.

10.8 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 either Party 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
Party's 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.

10.9 No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

10.10 Choice of Law. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute] are governed by, and construed in accordance with, the laws of the State of California, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California.

10.11 Choice of Forum. Neither Party shall commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement and thereto, and all contemplated transactions, in any forum other than Los Angeles County. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the courts of the State of California sitting in Los Angeles County. A final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

10.12 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. SuperHungry 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.

10.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which is an original, and all of which together constitute only one agreement between the parties.