CLIENT AGREEMENT This Agreement (“Agreement”) is entered into by and between NewsAnchored LLC (Company), a Wyoming limited liability company authorized to do business and operating in Washington County, Oregon, and the individual or entity whose name and signature appear on the accompanying invoice (“Client”), effective as of the date listed on the invoice (“Effective Date”). Company and Client are each referred to as a “Party” and collectively as the “Parties.” 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, Client hereby agrees as follows: Effective Date: This Agreement shall be effective as of the date Client signs below. By signing, Client acknowledges they have reviewed and agreed to all terms and conditions set forth in this Agreement on the same date. 1. Conditions Precedent. Company has no obligation to perform under this Agreement unless and until Company receives: (i) an executed copy of this Agreement signed by Client; and (ii) payment in accordance with the terms of this Agreement. 2. Services. a. Client hereby retains Company to perform the services set forth in the package selected by Client (the “Services”), subject to the terms and conditions of this Agreement. b. Client shall provide Company with all information, materials, access, and cooperation necessary for Company to perform the Services in a timely and efficient manner. c. Client acknowledges and agrees that Company’s ability to perform the Services is dependent upon Client’s timely performance of Client’s obligations under this Agreement, including the provision of required information, materials, decisions, and approvals. Company shall be entitled to rely on all information, decisions, and approvals provided by Client. Company shall not be deemed to be in breach of this Agreement, nor shall Company be responsible for any delays, costs, or losses incurred by Client, to the extent such delays, costs, or losses arise directly or indirectly from Client’s failure to timely perform its obligations, provide necessary materials or approvals, or otherwise cooperate with Company. 3. Fees. a. Client agrees to pay Company the fees associated with the services and/or packages selected by Client, as outlined in the applicable invoice, including but not limited to any subscription plans, one-time services, or custom packages. All fees are subject to the terms specified in the invoice provided to Client. b. Payment in full is required prior to the commencement of any work under this Agreement. By making payment, Client expressly acknowledges and agrees to be bound by all terms and conditions set forth in this Agreement. c. If Company incurs any costs, expenses, or fees, including reasonable attorney’s fees and professional collection services fees, in connection with the collection or payment of any amounts due under this Agreement, Client shall reimburse Company for all such costs, expenses and fees. d. Client agrees that, in all cases, the minimum advertised price to be advertised and/or charged per article placement to Client’s base shall not be less than Seventy Five Dollars ($75) (the “MAP”). The MAP shall apply to any and all advertisements in any and all media, including, but not limited to flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, email, newsletters, banner ads, social media ads, website ads, or any other digital offering. 4. Representations and Warranties. Client represents, warrants, and covenants to Company that: a. Client has the full power and authority to enter into and perform its obligations under this Agreement, and the execution, delivery, and performance of this Agreement has been duly authorized and will not violate any applicable law, rule, regulation, or any other agreement to which Client is bound. b. Client owns or has obtained all necessary rights, licenses, consents, and permissions to provide all materials, content, data, information, trademarks, logos, images, videos, or other assets provided to Company in connection with the Services (“Client Materials”), including the right to grant Company the rights and licenses set forth in this Agreement. c. All factual statements and claims made in the Client Materials, or otherwise provided by Client for use in connection with the Services, are true, accurate, and not misleading, defamatory, or deceptive. d. Client Materials and any instructions provided by Client do not and will not promote, further, or relate to any unlawful, illegal, or criminal activity or enterprise. e. All commercial offers, products, and services described in the Client Materials are offered in good faith, are available to consumers as described, and comply with all applicable consumer protection laws. f. Client Materials do not and will not contain any material that is defamatory, obscene, pornographic, or otherwise unlawful, nor will they violate the rights of privacy, publicity, or other personal or proprietary rights of any third party. g. Client Materials do not and will not infringe, misappropriate, or otherwise violate any copyright, trademark, patent, trade secret, or other intellectual property or proprietary rights of any third party, and Client has no knowledge of any claims, actions, or proceedings alleging any such infringement, misappropriation, or violation. h. All Client Materials, including all advertising, promotional content, and commercial offers, comply with all applicable laws, regulations, and guidelines, including but not limited to those enforced by the Federal Trade Commission, the CAN-SPAM Act, and any other applicable federal, state, or local regulatory authorities. i. Client shall promptly notify Company if any of the above representations and warranties becomes untrue or inaccurate during the Term of this Agreement. The representations, warranties, and covenants set forth in this Section are continuous and shall be deemed to be reaffirmed by Client each time Client provides materials, content, or instructions to Company in connection with the Services. Client acknowledges that Company is relying on these representations, warranties, and covenants in providing the Services, and any breach of the foregoing shall constitute a material breach of this Agreement. 5. Client Materials and Intellectual Property Rights. a. Definition of Client Materials. “Client Materials” shall mean all materials supplied by Client to Company for display, publication, or use in connection with the Services, including, without limitation, text, articles, content, audio and/or visual works, photographs, images, graphics, videos, and brand materials such as trade names, service marks, logos, and all copyrights, trademark rights, and other intellectual property rights vested therein. b. Client Ownership and Representations. Client retains all right, title, and interest in and to all Client Materials submitted to Company. Client represents and warrants that: i. Client owns all right, title, and interest in and to the Client Materials, or has obtained all necessary rights, licenses, consents, and permissions to use, display, reproduce, distribute, sublicense, and publish the Client Materials in connection with the Services and to grant the rights and licenses set forth herein; ii. Client has the full right, power, and authority to submit the Client Materials to Company for publication and use, and such submission, publication, and use does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, privacy rights, publicity rights, or other rights of any third party; iii. The Client Materials do not contain any defamatory, libelous, obscene, or pornographic material, and do not violate any applicable laws, regulations, or advertising standards. c. License Grant to Company. Client hereby grants Company a perpetual, worldwide, royalty-free, nonexclusive, irrevocable, and freely transferable license to use, execute, reproduce, modify, distribute, publicly perform, publicly display, transmit, and prepare derivative works of the Client Materials solely to the extent necessary to perform the Services under this Agreement, including for publication, distribution, marketing, and promotional purposes related to the Services. This license may be freely assigned by Company. d. Third Party Intellectual Property. To the extent any third-party intellectual property, including but not limited to copyrights, trademarks, trade names, service marks, and other intellectual property rights (collectively, “Third Party IP”), is incorporated into the Client Materials, Client represents and warrants that it has obtained all necessary releases, licenses, permits, and other authorizations as required to enable Company to use, display, reproduce, distribute, and publish such Third Party IP in connection with the Services without restriction. e. Company Materials. Client shall have the right to use, copy, modify, create derivative works of, distribute, and make any use, whether internal or commercial, of the final deliverables produced by Company as part of the Services upon payment in full. However, all right, title, and interest in and to the proprietary platform, tools, programs, processes, software, methodologies, know-how, and other materials created, used, or provided by Company to deliver the Services, including but not limited to the NewsAnchored platform and the Article Genie Writing Program (collectively, “Company Materials”), shall remain the sole and exclusive property of Company. Client is granted no license or right to use, reproduce, or create derivative works from any Company Materials, except as expressly provided herein. All rights in and to the Company Materials are expressly reserved by Company. f. Pre-Existing Intellectual Property. Each Party retains all right, title, and interest in and to their respective pre-existing intellectual property, and nothing in this Agreement shall transfer ownership of any intellectual property owned by either Party prior to the effective date of this Agreement. 6. Indemnification. Client shall indemnify, defend, and hold harmless Company and its parent companies, subsidiaries, affiliates, subcontractors, and each of their respective officers, directors, employees, agents, successors, and assigns (each, a “Company Indemnitee”) from and against any and all claims, demands, causes of action, losses, damages, liabilities, obligations, penalties, fines, costs, and expenses, including, without limitation, reasonable attorneys’ fees and court costs (collectively, “Losses”), incurred by or asserted against any Company Indemnitee to the extent arising out of, relating to, or resulting from: (a) Client’s breach of any representation, warranty, covenant, or obligation under this Agreement; (b) the Client Materials, including but not limited to any claim that the Client Materials infringe, misappropriate, or otherwise violate any intellectual property right, privacy right, publicity right, or other right of any third party; (c) any claim arising from the content, accuracy, legality, or appropriateness of any Client Materials or other information or materials provided by Client; or (d) any negligent, reckless, or willful act or omission of Client or any of its employees, agents, contractors, or representatives. Client shall not enter into any settlement of any claim subject to indemnification under this Section without the prior written consent of Company, which consent shall not be unreasonably withheld or delayed. Company shall have the right, at its option, to participate in the defense of any such claim with counsel of its choosing at its own expense. Client’s indemnification obligations under this Section shall survive the expiration or termination of this Agreement. 7. Data Privacy. All information or data provided hereunder is subject to Company’s Privacy Policy. Client shall not access or use the Services or Company Materials except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, Client shall not, except as this Agreement expressly permits: (i) copy, modify, or create derivative works or improvements of the Services or Company Materials; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Company Materials to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Company Materials, in whole or in part; (iv) bypass or breach any security device or protection used by the Services or Company Materials or access or use the services or Company Materials; (v) input, upload, transmit, or otherwise provide to or through the services or Company Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code; (vi) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Company, or Company’s provision of Services to any third party, in whole or in part; (vii) remove, delete, alter, or obscure any trademarks, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Company Materials, including any copy thereof; (viii) access or use the Services or Company Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party, or that violates any applicable Law; (ix) access or use the Services or Company Materials for purposes of competitive analysis of the Company, the development, provision, or use of a competing software service or product, or any other purpose that is to the Company’s detriment or commercial disadvantage; (x) and/or otherwise access or use the Services or Company Materials beyond the scope of the authorization granted under this Agreement. 8. Term; Termination. a. Term. The initial term of this Agreement shall begin on the Effective Date of this Agreement and remain in full force and effect for one (1) month from the Effective Date, unless earlier terminated as provided in this Agreement. The Agreement shall automatically renew at the end of each month for an additional one month period unless terminated by either Party. The entire term of this Agreement as renewed or extended shall be defined as the “Term.” b. Termination. Either Party may terminate this Agreement for any reason, at any time, with or without cause. c. Article Submissions. Client shall not have the right to submit articles on the last day of the Initial Term unless the renewal payment for the Subsequent Term has been received by Company. 9. Refund Policy. All fees are non-refundable, except that Client shall have a period of three (3) calendar days from the date of initial payment (the “Grace Period”) to request a full refund by providing written notice to Company, provided that Client has not utilized any of the Services during the Grace Period. After the expiration of the Grace Period, all fees are fully non-refundable. Client shall not be eligible for a refund merely due to nonuse of the Services, and Company shall have no obligation to issue refunds for any pre-paid periods. Client’s payment constitutes acceptance of the terms and conditions of this Agreement. 10. Confidentiality. Client agrees to maintain the confidentiality of any proprietary, sensitive, or private information exchanged during the Term. Client agrees not to disclose details of this Agreement or work product to external parties without Company’s written consent. Client agrees not to make any disparaging statements about Company or any of Company’s employees or affiliates in relation to this Agreement or the Services. 11. Guidelines. Client acknowledges that it has read and understands the Company’s Code of Ethics which are published on the Company’s website, updated from time to time, and referenced on the Company website (“Guidelines”). Client agrees to abide by the Guidelines in all of Client’s interactions with Company and Company’s employees, affiliates, partners, and agents. Client also acknowledges that the Company reserves the right to terminate this Agreement and/or remove or abridge any article submitted by Client should the Company determine in its sole discretion that the Guidelines have been or would be violated. Moreover, Company’s publishing partner(s) may take such actions as they deem appropriate in their sole discretion. 12. Governing Law; Dispute Resolution; Arbitration. a. This Agreement shall be governed by and construed in accordance with the laws of the state of Oregon, without regard to conflict of law principles. Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Washington County, Oregon, except as provided for in the arbitration provisions below. b. Any dispute, controversy, or claim arising out of or relating to this Agreement, including the formation, interpretation, breach, termination, or validity thereof, shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall take place in Washington County, Oregon, unless the Parties mutually agree to a different location. If the AAA ceases to exist, the arbitration shall be conducted by its successor organization, or if no such successor exists, by another mutually agreed-upon arbitration provider. c. The arbitration shall be conducted by a single arbitrator. The arbitrator’s decision shall be final and binding on both Parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The prevailing Party shall be entitled to recover from the other Party all reasonable costs and expenses incurred in connection with the arbitration, including, but not limited to, arbitrator’s fees, attorney’s fees, expert witness fees, and travel expenses. d. Class Action Waiver. Client waives the right to serve as a class representative, class member, or otherwise participate in any class, collective, consolidated, or representative proceeding against the Company related to any disputes arising under this Agreement. Client agrees that this class action waiver is material and essential to the resolution of any dispute and is non-severable from this arbitration agreement. e. Waiver of Jury Trial. CLIENT HEREBY ACKNOWLEDGES THAT BY ENTERING INTO THIS AGREEMENT, BOTH PARTIES KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. ALL DISPUTES SHALL BE RESOLVED THROUGH BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY. 13. No Joint Venture/Partnership. The relationship established by this Agreement is that of independent contractors and nothing contained in this Agreement shall be construed to: (i) give either Party the power to direct and control the business activities of the other, (ii) constitute the Parties as partners, joint venturers, agents, franchisor/franchisee or otherwise as participants in a joint or common undertaking, or (iii) allow either Party to create or assume any obligation on behalf of the other Party. 14. Force Majeure. Neither Party will be responsible for any failure or delay in performance due, in whole or in part, directly or indirectly, to any contingency, delay, failure, or cause of any nature beyond its reasonable control, including, without in any way limiting the generality of the foregoing, fire, terrorism, epidemic, earthquake, storm, flood or other weather, unavailability of necessary utilities or raw materials, strike, lockout, unavailability of components, war, riot, acts of God, regulation, ordinance, or instructions of government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such Party of this Agreement) or other event that is traditionally recognized by Oregon courts as an event of force majeure. In the event of the happening of such a cause, the Party whose performance is so affected will give prompt, written notice to the other Party, stating the period of time the same is expected to continue. Such delay will not be excused under this section for more than one hundred eighty (180) days. 15. Assignment. Client may not assign, sub-contract and/or delegate its rights and obligations under this Agreement without the prior written consent of Company, except that Client may assign this Agreement to a successor or acquirer of all or substantially all its business or assets to which this Agreement relates. Subject to the foregoing, this Agreement inures to the benefit of and is binding on the Parties’ permitted assignees, transferees, and successors. Any assignment, sub-contract, or delegation in violation of the foregoing is void. 16. Liability Waiver. IN NO EVENT SHALL COMPANY BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY UNFORSEEABLE LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL COMPANY’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, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO COMPANY PURSUANT TO THIS AGREEMENT. 17. 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. 18. Entire Agreement. This Agreement represents the entire agreement between the Parties and supersedes any prior discussions, agreements, or understandings related to the Services, whether written or oral. By submitting payment for the accompanying invoice, Client expressly acknowledges and agrees to be bound by the terms and conditions set forth in this Agreement.