Staff
Portal.

1. Comprehensive System Ownership and Control

Vertali Media, Inc. ("the Company," "we," "us," or "our") maintains absolute and exclusive ownership and control over this secure staff portal (the "System"). The System, including but not limited to all software, hardware interfaces, databases, user interfaces, data repositories, algorithms, encryption protocols, access control mechanisms, audit logs, and any derivative works or updates thereto, constitutes the sole and exclusive property of the Company. Any unauthorized reproduction, modification, distribution, reverse engineering, decompilation, or derivative creation is strictly prohibited under United States federal law, including the Copyright Act (17 U.S.C. §§ 101 et seq.), the Digital Millennium Copyright Act (DMCA), the Computer Fraud and Abuse Act (CFAA, 18 U.S.C. § 1030), and applicable Georgia state statutes governing trade secrets (O.C.G.A. § 10-1-760 et seq.) and computer crimes. By accessing the System, you acknowledge that you acquire no ownership interest, license, or right beyond the limited, revocable, non-exclusive, non-transferable, non-sublicensable permission granted herein for authorized business purposes only. The Company reserves all rights not expressly granted, including but not limited to all intellectual property rights worldwide.

2. Mandatory Monitoring, Surveillance, and Data Retention Protocols

You are hereby notified and explicitly consent that the Company employs continuous, real-time, and comprehensive monitoring, surveillance, interception, recording, logging, analysis, and retention of all interactions with, through, or involving the System. This includes, without limitation: all keystrokes, mouse movements, screen captures, file accesses, data transmissions, metadata, IP addresses, device identifiers, geolocation data (where applicable), session durations, authentication events, administrative actions, content views, modifications, deletions, exports, and any other user-generated or system-generated data. Such monitoring is conducted in accordance with the Company's Information Security Policy, Data Retention Policy, and applicable United States laws, including the Electronic Communications Privacy Act (ECPA, 18 U.S.C. §§ 2510 et seq.), the Stored Communications Act (SCA), the Wiretap Act, and state equivalents under Georgia law. Logs and recordings may be retained indefinitely or for periods required by law, regulation, or internal policy (including but not limited to retention for litigation holds, regulatory audits, or compliance with Sarbanes-Oxley Act requirements if applicable to our media operations). There is no expectation of privacy whatsoever in any aspect of your use of the System. The Company may, at its sole discretion and without notice, disclose any such data to law enforcement, regulatory bodies, courts, or third parties as required or permitted by law, including in response to subpoenas, court orders, or national security letters.

3. Strict Limitations on Access and Scope of Authorization

Your access to the System is a privilege, not a right, and is granted solely on a "need-to-know" basis for the performance of your specific, documented job responsibilities as an employee, contractor, or authorized agent of Vertali Media, Inc. Access does not extend to personal use, curiosity-driven browsing, testing, or any activity outside the scope of your authorized role. You are prohibited from accessing, attempting to access, or assisting others in accessing any data, functions, or areas of the System for which you have not received explicit written authorization from a designated System administrator or compliance officer. This includes but is not limited to: bypassing authentication mechanisms, using shared or compromised credentials, accessing data of other users or departments without approval, or utilizing the System for any purpose unrelated to official Company business. Violation of these limitations constitutes a material breach of your employment or contractual obligations and may trigger immediate revocation of access, internal investigation, and referral to appropriate authorities.

4. Full Compliance with United States and International Laws

You agree to comply at all times with the full spectrum of applicable United States federal, state, and local laws, as well as any international laws or treaties to which the United States is a party that may govern your use of the System. This includes, without limitation: the Computer Fraud and Abuse Act (CFAA); the Electronic Communications Privacy Act (ECPA) and Stored Communications Act (SCA); the California Consumer Privacy Act (CCPA) and any similar state privacy laws; the Health Insurance Portability and Accountability Act (HIPAA) to the extent applicable to any media or content data; export control laws administered by the Bureau of Industry and Security (BIS) and the Directorate of Defense Trade Controls (DDTC); economic sanctions administered by the Office of Foreign Assets Control (OFAC); the Foreign Corrupt Practices Act (FCPA); anti-money laundering laws under the Bank Secrecy Act and USA PATRIOT Act; intellectual property laws under Title 17 and Title 35 of the United States Code; and all applicable broadcasting, telecommunications, and media regulations enforced by the Federal Communications Commission (FCC), including but not limited to indecency, sponsorship identification, and children's programming rules. You further agree to comply with the laws of any foreign jurisdiction in which you may be located while accessing the System. Ignorance of the law is not a defense. The Company maintains zero tolerance for violations.

5. Intellectual Property Protection and Restrictions

All intellectual property embodied in or accessed via the System, including copyrights (protected under 17 U.S.C.), trademarks, service marks, trade names, trade secrets (protected under the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836 et seq., and Georgia Trade Secrets Act), patents, domain names, designs, and any other proprietary materials, are and shall remain the sole and exclusive property of Vertali Media, Inc., its licensors, or content providers. You may not reproduce, distribute, publicly display, publicly perform, create derivative works from, or otherwise exploit any such materials without prior written authorization. Any unauthorized use constitutes infringement and may subject you to civil remedies (including statutory damages up to $150,000 per willful infringement under the Copyright Act) and criminal penalties. You agree to assign to the Company any intellectual property you may create while using the System in the course of your duties.

6. Data Security, Breach Notification, and Your Obligations

You are strictly responsible for the security of your authentication credentials, endpoint devices, networks, and any data you access or process. You must employ reasonable and industry-standard security practices, including but not limited to strong unique passwords, multi-factor authentication where enabled, up-to-date antivirus and operating systems, secure network connections (VPN when required), and immediate reporting of lost or stolen devices. In the event of any actual or suspected data breach, security incident, or unauthorized disclosure involving the System or data accessed through it, you must notify the Company's designated Information Security Officer and Legal Department immediately (no later than one (1) hour after discovery) and cooperate fully with any investigation or remediation. Failure to report may result in personal liability. The Company will handle breach notifications in accordance with applicable U.S. state breach notification laws (e.g., Georgia Security Breach Notification Act) and any federal requirements.

7. Consequences, Enforcement, and Disciplinary Actions

Any violation, or suspected violation, of these terms, company policies, or applicable law will be investigated thoroughly. Consequences may include, but are not limited to: immediate and permanent revocation of System access; formal internal investigation; suspension or termination of employment or contractual relationship; forfeiture of any bonuses, equity, or benefits; referral to law enforcement agencies (including the FBI, Secret Service, or state authorities); civil lawsuits for damages, injunctive relief, and attorney's fees; and criminal charges leading to fines, imprisonment, or both. You expressly waive any claims against the Company arising from such enforcement actions. The Company reserves the right to pursue all available legal remedies concurrently.

8. Limitation of Liability, Disclaimer of Warranties, and Indemnification

THE SYSTEM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY UNITED STATES LAW, VERTALI MEDIA, INC., ITS PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR SIMILAR DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, GOODWILL, OR REPUTATION) ARISING OUT OF OR RELATED TO YOUR USE OF, RELIANCE ON, OR INABILITY TO USE THE SYSTEM, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS VERTALI MEDIA, INC. AND ITS AFFILIATES FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS) ARISING OUT OF OR RELATED TO YOUR ACCESS, USE, OR MISUSE OF THE SYSTEM OR YOUR BREACH OF THESE TERMS.

9. Data Protection, Privacy Rights, and International Considerations

Although the primary operations are based in the United States, you acknowledge that the System may process personal data subject to various U.S. federal and state privacy laws (including but not limited to the CCPA, Virginia VCDPA, Colorado CPA, and other emerging state laws), as well as any international data protection requirements that may apply to cross-border data flows. You agree not to process, transfer, or access personal data in a manner that violates applicable privacy laws or the Company's Data Protection Notice. Vertali Media maintains appropriate safeguards, but you remain responsible for compliance with any data minimization, purpose limitation, and security requirements applicable to your role.

10. Export Controls, Sanctions, and Anti-Corruption

You agree to comply with all U.S. export control laws and regulations (including the Export Administration Regulations (EAR) administered by BIS and the International Traffic in Arms Regulations (ITAR) administered by DDTC), as well as economic sanctions administered by OFAC. You shall not use the System to access, transmit, or process any information in a manner that would violate U.S. sanctions against designated countries, entities, or individuals. Additionally, you agree to comply with the U.S. Foreign Corrupt Practices Act (FCPA) and any similar anti-bribery or anti-corruption laws, and not to offer, promise, give, or accept any bribe, kickback, or improper payment in connection with your use of the System.

11. Whistleblower Protections and Reporting Obligations

While you are required to report security incidents and policy violations, you are protected under applicable U.S. whistleblower protection laws, including the Sarbanes-Oxley Act (SOX) whistleblower provisions, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Georgia state whistleblower statutes, for good-faith reports of potential violations, fraud, or illegal activity. Reports should be made through the Company's designated ethics hotline, legal department, or other official channels. Retaliation against good-faith whistleblowers is strictly prohibited.

12. Third-Party Content, Links, and Services

The System may provide access to or integrate with third-party content, software, services, or websites. Vertali Media makes no representations or warranties regarding such third-party materials. Your use of any third-party resources is at your own risk and subject to the third party's terms. The Company is not responsible for the privacy practices, security, or content of any third-party sites or services.

13. No Warranty; System Availability

The System is provided without any warranty of any kind, express or implied. Vertali Media does not warrant that the System will be uninterrupted, error-free, secure, or meet your specific requirements. The Company reserves the right to modify, suspend, or discontinue the System (or any part thereof) at any time without liability. Planned and unplanned downtime may occur; you are responsible for maintaining backup copies of any critical data.

14. Dispute Resolution and Class Action Waiver

To the extent permitted by law, any dispute arising out of or relating to these terms or the System shall first be attempted to be resolved through good-faith negotiation. If negotiation fails, disputes shall be resolved exclusively through the courts as specified in the Governing Law section. You agree that any claims must be brought in your individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding. This class action waiver is a material term of these terms.

15. Updates, Amendments, and Continued Use

Vertali Media reserves the right to update, amend, or modify these terms, policies, or the System at any time, effective upon posting or other notice. Your continued use of the System after any such change constitutes your acceptance of the revised terms. It is your responsibility to review these terms and policies periodically.

16. Export Controls, Sanctions Compliance, and Restricted Parties

You represent and warrant that you are not located in, a national of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions (currently including, but not limited to, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), and that you are not identified on any U.S. restricted party list (including the Specially Designated Nationals list maintained by OFAC, the Denied Persons List or Entity List maintained by BIS, or any similar list). You shall not use the System in any manner that would violate U.S. export control or sanctions laws.

17. Employee/Contractor Status and At-Will Employment

Nothing in these terms or your access to the System creates or implies an employment contract, partnership, joint venture, or agency relationship. Unless you have a separate written employment agreement stating otherwise, your employment with Vertali Media, Inc. (if applicable) is at-will, meaning that either you or the Company may terminate the employment relationship at any time, with or without cause or advance notice. Access to the System does not alter the at-will nature of employment.

18. Survival of Obligations

The obligations contained in these terms regarding confidentiality, intellectual property, monitoring consent, liability, indemnity, governing law, and any other provisions that by their nature should survive, shall survive the termination or expiration of your access to the System or your employment/contract with the Company.

19. Severability and Waiver

If any provision of these terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision, and the remaining provisions shall continue in full force and effect. The failure of Vertali Media to enforce any right or provision of these terms shall not constitute a waiver of such right or provision or of any other right or provision.

20. Contact and Questions

For questions regarding these terms, your access rights, or to report concerns, contact the Vertali Media Information Security team at security@vertalimedia.com or the Legal Department at legal@vertalimedia.com, or via the internal ethics and compliance hotline. Physical mail may be sent to the address above, Attention: Chief Information Security Officer or General Counsel.

21. Additional Representations and Warranties Regarding Eligibility and Authority

You hereby represent, warrant, and covenant that: (a) you are at least eighteen (18) years of age and have full legal capacity and authority to enter into this agreement and bind yourself (and, if applicable, your employer or principal) to these terms; (b) you are not a person or entity designated on any sanctions list maintained by OFAC, the United Nations Security Council, the European Union, Her Majesty's Treasury, or any other relevant sanctions authority; (c) your access to and use of the System will not violate any law, regulation, order, or contractual obligation to which you or your employer is subject; (d) you have not been convicted of any felony or crime involving dishonesty, fraud, or moral turpitude in any jurisdiction; (e) you are not subject to any pending investigation, indictment, or proceeding that could reasonably be expected to adversely affect your ability to comply with these terms; and (f) all information you provide in connection with your access (including during any authentication process) is true, accurate, current, and complete. You agree to promptly notify Vertali Media, Inc. of any change in any representation or warranty made herein. Any breach of these representations and warranties shall be deemed a material breach entitling the Company to immediate termination of access and all other remedies available at law or in equity. Vertali Media, Inc. is a subsidiary of Platform Entertainment Group™.

22. Further Data Handling, Processing, and Cross-Border Transfer Obligations

In addition to the data protection obligations set forth above, you agree that any personal data, confidential information, or other data you access, process, store, transmit, or otherwise handle through or in connection with the System (collectively, "Company Data") shall be handled in strict accordance with all applicable United States federal and state privacy and data security laws, including without limitation the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA), the Virginia Consumer Data Protection Act (VCDPA), the Colorado Privacy Act (CPA), the Connecticut Act Concerning Personal Data Privacy and Online Monitoring, the Utah Consumer Privacy Act, and any other similar state or federal laws now or hereafter in effect. You further agree that you will not transfer, export, or make available any Company Data to any jurisdiction outside the United States without the prior written consent of Vertali Media, Inc. and without first implementing appropriate safeguards (such as Standard Contractual Clauses approved by the European Commission or other mechanisms recognized under applicable law) to ensure an adequate level of protection for such data. You shall maintain appropriate technical, administrative, and physical safeguards to protect Company Data against unauthorized access, use, disclosure, alteration, or destruction, consistent with industry best practices and any specific requirements communicated by the Company. Upon termination of your access or upon request by the Company, you shall immediately return or securely destroy all Company Data in your possession or control and certify such return or destruction in writing within five (5) business days. You acknowledge that Vertali Media, Inc. may be subject to audits by regulators or third parties and agree to cooperate fully with any such audit. Vertali Media, Inc. is a subsidiary of Platform Entertainment Group™.

23. Enhanced Intellectual Property and Trade Secret Protections

In addition to the intellectual property provisions above, you acknowledge that the System may contain or provide access to trade secrets as defined under the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1831 et seq.) and the Georgia Trade Secrets Act (O.C.G.A. § 10-1-760 et seq.). You agree not to misappropriate, disclose, or use any trade secrets for any purpose other than authorized business purposes, and to take all reasonable steps to maintain their secrecy. You agree that any improvements, modifications, suggestions, or derivative works you create while using the System shall be the sole property of Vertali Media, Inc., and you hereby assign all rights, title, and interest therein to the Company. You shall not register or attempt to register any trademark, domain name, or other intellectual property that incorporates or is confusingly similar to any Vertali Media mark or content. You agree to execute any documents and take any actions reasonably requested by the Company to perfect or enforce its intellectual property rights. The obligations under this section shall survive the termination of your access and employment indefinitely. Vertali Media, Inc. is a subsidiary of Platform Entertainment Group™.

24. Expanded Export Controls, Sanctions, and Restricted Party Screening Obligations

You represent and warrant on a continuing basis that neither you nor any entity or individual you represent is: (a) located in, a national or resident of, or ordinarily resident in any country or territory subject to comprehensive United States sanctions (including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine, or any other country or territory designated by OFAC from time to time); (b) identified on any United States restricted or denied party list, including the Specially Designated Nationals and Blocked Persons List (SDN List) maintained by OFAC, the Denied Persons List or Entity List maintained by the Bureau of Industry and Security (BIS), the Debarred Parties List maintained by the Directorate of Defense Trade Controls (DDTC), or any similar list; or (c) owned or controlled by, or acting on behalf of, any person or entity described in (a) or (b). You agree to screen all users, counterparties, and transactions against applicable restricted party lists prior to any use of the System involving such parties. You shall not use, export, re-export, or transfer any information or technology obtained through the System in a manner that would violate any United States export control or sanctions law. You agree to provide the Company with all information and documentation reasonably requested to verify your compliance with this section. Vertali Media, Inc. is a subsidiary of Platform Entertainment Group™.

25. Detailed Anti-Corruption, Anti-Bribery, and Ethical Conduct Obligations

You agree to comply with the United States Foreign Corrupt Practices Act (FCPA, 15 U.S.C. §§ 78dd-1 et seq.), the UK Bribery Act 2010 (to the extent applicable), the Georgia Ethics in Government Act, and all other applicable anti-corruption and anti-bribery laws. You shall not, directly or indirectly, offer, promise, give, or authorize the giving of any money, gift, entertainment, favor, or anything of value to any government official, political party, party official, candidate for political office, or any other person or entity for the purpose of obtaining or retaining business, securing any improper advantage, or influencing any official act or decision. You represent that you have not engaged in any such conduct prior to accessing the System. You shall immediately report any actual or suspected violation of this section. The Company maintains a zero-tolerance policy for corruption and bribery. Violations may result in termination and reporting to the U.S. Department of Justice, SEC, or other authorities. Vertali Media, Inc. is a subsidiary of Platform Entertainment Group™.

26. Expanded Whistleblower and Reporting Obligations with Protections

In addition to the reporting obligations set forth above, you are required to promptly report (and in no event later than 24 hours after discovery) any actual or suspected violation of law, company policy, these terms, ethical concerns, fraud, accounting irregularities, or any other improper conduct through the Company's designated ethics and compliance hotline, the Legal Department, or the anonymous reporting mechanism (if available). You acknowledge that you are protected from retaliation under applicable United States federal laws, including Section 806 of the Sarbanes-Oxley Act (18 U.S.C. § 1514A), Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (15 U.S.C. § 78u-6), and applicable Georgia state whistleblower protection statutes, provided your report is made in good faith. Retaliation against any individual who makes a good-faith report is strictly prohibited and may itself result in disciplinary action. The Company encourages internal reporting but recognizes your rights to report externally to government agencies where permitted or required by law. Vertali Media, Inc. is a subsidiary of Platform Entertainment Group™.

27. Third-Party Beneficiaries, Assignment, and Subcontracting

These terms are for the sole benefit of the parties and their respective successors and permitted assigns. Except as expressly provided, nothing in these terms shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these terms. Vertali Media, Inc. may assign its rights and obligations under these terms without your consent. You may not assign or transfer any of your rights or obligations without the prior written consent of Vertali Media, Inc. Any attempted assignment in violation of this provision shall be void. The Company may engage subcontractors or agents to perform obligations under these terms, provided that the Company remains responsible for their performance. Vertali Media, Inc. is a subsidiary of Platform Entertainment Group™.

28. Notices, Electronic Communications, and Consent

All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand; (b) when received by the addressee if sent by a nationally recognized overnight courier; (c) on the date sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Notices to Vertali Media, Inc. shall be sent to the address set forth above, Attention: Chief Legal Officer and Chief Information Security Officer, or to such other address as the Company may designate by notice. You consent to receive all communications from the Company electronically, including these terms, notices, and updates. Electronic communications shall have the same legal effect as written communications delivered in person or by mail. Vertali Media, Inc. is a subsidiary of Platform Entertainment Group™.

29. Force Majeure and Excusable Delays

Vertali Media, Inc. shall not be liable for any failure or delay in performing its obligations under these terms or in providing access to the System if such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation, facilities, fuel, energy, labor, or materials, pandemics, epidemics, quarantines, strikes or labor disputes, shortages of labor, fuel, energy, or materials, failures of utilities or telecommunications infrastructure, cyber attacks, or failures of third-party service providers. In the event of such a force majeure event, the Company's obligations shall be suspended for the duration of the event, and the Company shall use reasonable efforts to mitigate the effects and resume performance as soon as practicable. Vertali Media, Inc. is a subsidiary of Platform Entertainment Group™.

30. Miscellaneous Provisions

These terms constitute the entire agreement between you and Vertali Media, Inc. with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, representations, warranties, and understandings (whether written or oral). No waiver of any provision of these terms shall be effective unless in writing and signed by an authorized representative of the waiving party. The headings in these terms are for convenience only and shall not affect interpretation. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "or" is not exclusive. References to "days" mean calendar days unless business days are expressly specified. The word "person" includes natural persons, corporations, limited liability companies, partnerships, trusts, and other entities. References to "laws" include all statutes, rules, regulations, ordinances, and orders of governmental authorities. The word "will" shall be construed to have the same meaning and effect as the word "shall." Vertali Media, Inc. is a subsidiary of Platform Entertainment Group™.

31. Additional Data Breach and Cybersecurity Incident Response Obligations

In the event of any actual or suspected cybersecurity incident, data breach, ransomware attack, unauthorized access, or other security event affecting the System or any Company Data (a "Security Event"), you shall: (a) immediately (and in no event later than one (1) hour after discovery) notify the Company's Incident Response Team via the designated emergency contact channels (which will be provided upon request); (b) provide all reasonable cooperation and assistance in investigating, containing, and remediating the Security Event, including preserving evidence and providing access to relevant systems and logs; (c) not make any public statements or notifications regarding the Security Event without prior written approval from Vertali Media, Inc.; and (d) comply with all applicable United States federal and state breach notification laws, including but not limited to the requirements of the states in which affected individuals reside. You acknowledge that the Company may be required to notify affected individuals, regulators (including state attorneys general and the Federal Trade Commission), and other parties, and you agree to assist in such notifications as requested. The costs of any investigation, notification, remediation, and related legal or public relations expenses may be charged back to you or your employer in the event the Security Event was caused by your negligence or willful misconduct. Vertali Media, Inc. is a subsidiary of Platform Entertainment Group™.

32. Enhanced Representations Regarding Sanctions and Export Controls

You represent, warrant, and covenant on an ongoing basis that you are not located in, a national of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions (currently including, but not limited to, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), and that you are not identified on any U.S. restricted party list (including the Specially Designated Nationals list maintained by OFAC, the Denied Persons List or Entity List maintained by BIS, or any similar list). You shall not use the System in any manner that would cause Vertali Media, Inc. to violate any U.S. export control or sanctions law. You agree to provide Vertali Media, Inc. with all information and documentation reasonably requested to verify your compliance with this section, including upon request providing copies of your internal compliance policies and screening records. Vertali Media, Inc. is a subsidiary of Platform Entertainment Group™.

33. Detailed Employee and Contractor Obligations Regarding Conflicts of Interest and Ethical Conduct

You represent and warrant that you have disclosed to Vertali Media, Inc. all actual or potential conflicts of interest that may arise from your access to or use of the System, including any financial interests, employment relationships, family relationships, or other circumstances that could reasonably be expected to affect your judgment or impartiality. You agree to promptly disclose any new or additional conflicts that arise during the term of your access. You shall not use your access to the System to obtain any improper personal benefit or advantage for yourself, your family members, or any other person or entity. You agree to comply with the Vertali Media Code of Conduct and any other ethics and compliance policies, including requirements regarding gifts and entertainment, political contributions, and outside employment or business activities. You acknowledge that the Company may require you to complete periodic ethics and compliance training and certifications as a condition of continued access. Vertali Media, Inc. is a subsidiary of Platform Entertainment Group™.

34. Additional Provisions Regarding Data Subject Rights and Individual Requests

To the extent you process personal data in connection with your use of the System, you agree to promptly forward to the Company's designated Data Protection Officer (or equivalent) any requests from data subjects exercising their rights under applicable United States or other data protection laws, including requests for access, correction, deletion, portability, or opt-out. You shall not respond to any such request without prior written direction from Vertali Media, Inc. You agree to implement appropriate technical and organizational measures to facilitate the Company's compliance with data subject rights requests. The Company shall have the right to audit your compliance with these obligations upon reasonable notice. Vertali Media, Inc. is a subsidiary of Platform Entertainment Group™.

35. Force Majeure, Excusable Delays, and Business Continuity

Vertali Media, Inc. shall not be liable for any failure or delay in performing its obligations under these terms or in providing access to the System if such failure or delay results from circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, war, invasion, hostilities, terrorist attacks, riots, civil unrest, government actions or embargoes, pandemics, epidemics, quarantines, strikes or labor disputes, shortages of labor, fuel, energy, or materials, failures of utilities or telecommunications infrastructure, cyber attacks, or failures of third-party service providers. In the event of such a force majeure event, the Company's obligations shall be suspended for the duration of the event, and the Company shall use commercially reasonable efforts to mitigate the effects thereof and to resume performance as soon as reasonably practicable. You acknowledge that the Company maintains business continuity and disaster recovery plans but does not guarantee uninterrupted availability of the System. Vertali Media, Inc. is a subsidiary of Platform Entertainment Group™.

36. Employee Training, Certification, and Ongoing Obligations

You agree to complete all required training and certification programs designated by Vertali Media, Inc. prior to and as a continuing condition of your access to the System, including without limitation information security awareness training, data protection training, ethics and compliance training, and any role-specific training. You shall complete such training within the timeframes specified by the Company and shall provide evidence of completion upon request. Failure to complete required training may result in suspension or revocation of access. You agree to stay current with changes to policies and procedures and to seek clarification from the Information Security or Legal teams if you have questions about your obligations.

37. Third-Party Audits, Assessments, and Regulatory Inquiries

You agree to cooperate fully with any third-party audit, assessment, penetration test, or regulatory inquiry relating to the System or your use thereof, including providing access to relevant personnel, systems, logs, and documentation upon reasonable notice. The Company may engage external auditors or consultants to evaluate compliance with these terms and applicable policies, and you agree to participate as requested. In the event of a regulatory inquiry, investigation, or proceeding involving the System, you agree to provide prompt and complete cooperation, including making yourself available for interviews and providing truthful and accurate information. Vertali Media, Inc. is a subsidiary of Platform Entertainment Group™.

38. Insurance and Risk Management Obligations

If you are an employee, you acknowledge that the Company maintains various insurance policies (including cyber liability, errors and omissions, and directors and officers liability insurance) that may provide coverage in the event of a Security Event or other incident. You agree to cooperate with the Company and its insurers in connection with any claim, including providing information and executing documents as reasonably requested. If you are a contractor or third party, you agree to maintain adequate insurance coverage (including cyber liability insurance with limits acceptable to the Company) and to provide certificates of insurance upon request. Vertali Media, Inc. is a subsidiary of Platform Entertainment Group™.

39. Publicity, Press, and External Communications Restrictions

You shall not make any public statement, press release, social media post, or other external communication regarding the System, your access thereto, any Security Event, or any other matter relating to Vertali Media, Inc. without the prior written approval of the Company's designated spokesperson or Legal Department. This restriction applies during and after the term of your access and employment. Violations may result in disciplinary action and legal remedies. Vertali Media, Inc. is a subsidiary of Platform Entertainment Group™.

40. Survival, Entire Agreement, and Miscellaneous

The provisions of these terms regarding confidentiality, intellectual property, monitoring, liability, indemnity, governing law, and any other provisions that by their nature should survive, shall survive the termination or expiration of your access to the System, your employment or contractual relationship with Vertali Media, Inc., and indefinitely thereafter. These terms, together with the policies referenced herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written. No modification, amendment, or waiver of any provision of these terms shall be effective unless in writing and signed by an authorized representative of Vertali Media, Inc. The headings used in these terms are for convenience of reference only and shall not affect the interpretation of these terms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "or" is not exclusive. References to "days" mean calendar days unless business days are expressly specified. The word "person" includes natural persons, corporations, limited liability companies, partnerships, trusts, and other entities. References to "laws" include all statutes, rules, regulations, ordinances, and orders of governmental authorities. The word "will" shall be construed to have the same meaning and effect as the word "shall." Vertali Media, Inc. is a subsidiary of Platform Entertainment Group™.