TERRAGAMING MEDIA LLC – ADVERTISER TERMS OF SERVICE

PLEASE READ THESE TERMS CAREFULLY. BY CLICKING “I AGREE” OR BY CREATING AN ACCOUNT, ACCESSING, OR USING THE ADVERTISING DASHBOARD OR SERVICES PROVIDED BY TERRAGAMING MEDIA LLC, YOU (“ADVERTISER” OR “CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS.

THESE TERMS CONTAIN A BINDING INDIVIDUAL ARBITRATION CLAUSE AND CLASS ACTION WAIVER (SECTION 13) THAT AFFECT YOUR LEGAL RIGHTS.

This Advertising Agreement (“Agreement” or “Terms”) is entered into by and between TerraGaming Media LLC, a Washington limited liability company (“Network” or “TerraGaming”), and the entity or casino operator accepting these Terms electronically (“Advertiser” or “Customer”).

1. Programs & Interactive Ad Widgets

Advertiser authorizes TerraGaming and its publisher network partners (“Publishers”) to place Advertiser’s promotional materials, artwork, feed data, trademarks, interactive assets, and technology (collectively, “Ads” or “Creative”) across TerraGaming’s network of online properties, websites, and dynamic interactive ad widgets (collectively, the “Services” or “Program”).

Advertiser acknowledges that TerraGaming serves ads using proprietary, interactive digital ad widgets. Advertiser is solely responsible for:

1. All Ads, text, graphics, logos, and Creative inputs provided to Network;
2. Targets, keying decisions, geographic boundaries, and demographic parameters;
3. Destinations (domains, landing pages, mobile apps) to which Ads direct users, and all services, promotions, and land-based casino offerings presented on those Destinations.

TerraGaming reserves the right to reject, modify, format, or remove any Ad, Target, or Destination at any time for operational, technical, or legal reasons.

2. Intellectual Property, Slot & Game Media Rights Warranty

Advertiser expressly warrants, represents, and covenants that:

(a) Media Rights & IP Ownership: Advertiser holds all necessary copyrights, trademarks, trade secrets, trade dress, and regulatory permissions in the Ads, Targets, and Destinations.

(b) Third-Party Game Assets (Slot Machines & Table Games): Advertiser specifically warrants that all trade names, trademarks, logos, brand assets, character artwork, media kits, and promotional materials relating to third-party slot machines, casino games, or table game products (including but not limited to games manufactured by Light & Wonder, Aristocrat, IGT, Everi, or Konami) provided to Network are fully licensed and authorized for commercial digital marketing use by Advertiser.

(c) Grant of License to Network: Advertiser hereby grants TerraGaming a non-exclusive, worldwide, royalty-free license to host, display, execute, format, adapt (solely as necessary for technical widget responsive delivery), and stream provided Creative across Network's publisher network solely for Advertiser’s promotional campaigns. Network agrees to display provided game assets without material aesthetic modification.

3. Gaming Regulatory Compliance

Advertiser represents and warrants that it is a properly licensed land-based casino operating in full compliance with all applicable local, state, tribal, federal, and international gaming laws, rules, and regulations.

Advertiser is solely responsible for ensuring that all Ads, promotions, jackpot claims, and landing pages comply with jurisdictional gambling advertising regulations, including age-gating restrictions (e.g., 21+ requirement), mandatory Responsible Gaming disclaimers, and mandatory hotline display requirements (e.g., "1-800-GAMBLER"). TerraGaming assumes no liability for Advertiser's failure to adhere to gaming advertising compliance laws.

4. Ad Serving, Interactive Widgets, & Metrics

• (a) Widget Execution: Ads are rendered dynamically via TerraGaming's interactive widget framework. Advertiser agrees not to deliver Ads containing malware, malicious scripts, forced redirects, or code designed to bypass network security measures.
• (b) Performance Metrics: Billing metrics (impressions, clicks, interactive engagements, or conversions) are tracked solely according to TerraGaming’s internal analytics systems. If Advertiser uses a third-party ad server (3PAS) and a discrepancy exceeding 10% arises over a monthly billing period, Advertiser must notify Network within thirty (30) days of the invoice date. Network will review metrics in good faith; however, TerraGaming’s measurement standards shall serve as the final reporting basis.
• (c) Prohibited Traffic: Advertiser shall not generate automated, fraudulent, or artificial clicks, impressions, or widget engagements.

5. Ad Cancellation & Campaign Changes

Unless otherwise agreed in a separate written Insertion Order ("IO"), Advertiser may cancel a campaign via the TerraGaming advertiser dashboard with at least twenty-four (24) hours' advance notice. Advertiser remains fully obligated to pay for all charges resulting from served Ads prior to cancellation taking effect (generally within 8-24 business hours).

6. Payment, Credit, & Billing

• (a) Payment Terms: Advertiser agrees to pay all charges incurred under its account using an approved payment method (credit card, ACH, or wire transfer) within the billing schedule specified in the dashboard or IO.
• (b) Late Fees: Late payments bear interest at the rate of 1.5% per month (or the highest legal rate permitted by law, whichever is lower). Advertiser shall pay all reasonable collection expenses and legal fees incurred by TerraGaming in collecting past-due balances.
• (c) Pre-Funded & Credit Accounts: TerraGaming may extend or revoke credit limits at its sole discretion. Ads will not be served in excess of established credit limits or depleted pre-funded accounts.
• (d) Waiver of Billing Disputes: TO THE FULLEST EXTENT PERMITTED BY LAW, ADVERTISER WAIVES ALL CLAIMS RELATING TO PROGRAM CHARGES UNLESS DISPUTED IN WRITING WITHIN SIXTY (60) DAYS OF THE INVOICE OR CHARGE DATE.

7. Representations, Warranties, & Disclaimers

TO THE FULLEST EXTENT PERMITTED BY LAW, TERRAGAMING, ON BEHALF OF ITSELF, ITS AFFILIATES, AND PUBLISHER PARTNERS, DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.

THE PROGRAM, INTERACTIVE AD WIDGETS, AND PUBLISHER PROPERTIES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TERRAGAMING DOES NOT GUARANTEE SPECIFIC CAMPAIGN PERFORMANCE, CLICK-THROUGH RATES, CONVERSIONS, OR REVENUE RESULTS.

8. Limitation of Liability

EXCEPT FOR ADVERTISER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 OR BREACHES OF INTELLECTUAL PROPERTY RIGHTS:

1. NEITHER PARTY NOR ITS AFFILIATES WILL BE LIABLE UNDER THESE TERMS FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNATIVE, OR INCIDENTAL DAMAGES (INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. TERRAGAMING’S AGGREGATE TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PROGRAM SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY ADVERTISER TO TERRAGAMING UNDER THIS AGREEMENT IN THE THIRTY (30) DAYS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. Indemnification

Advertiser agrees to defend, indemnify, and hold harmless TerraGaming Media LLC, its officers, directors, employees, affiliates, agents, publisher website partners, and licensors from and against any third-party claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• (a) Advertiser’s Ads, Creative, Targets, Destinations, or land-based casino promotions;
• (b) Allegations that Advertiser's Creative infringes or violates any third-party copyright, trademark, trade dress, patent, or proprietary right (including game manufacturer assets);
• (c) Any violation of state, federal, tribal, or local gambling advertising laws; or
• (d) Breach of any warranty or representation made under this Agreement.

10. Modifications to Terms

TerraGaming reserves the right to modify these Terms at any time by posting updated terms in the advertiser dashboard or sending written notice. Non-material changes take effect immediately; material changes take effect seven (7) days after posting. Advertiser’s continued use of the dashboard or Program following notice constitutes acceptance of updated terms.

11. Dispute Resolution & Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

• (a) Agreement to Arbitrate: Advertiser and TerraGaming agree that any dispute, controversy, or claim arising out of or relating to these Terms, the Program, or the dashboard shall be resolved through binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules.
• (b) Governing Law & Venue: The Federal Arbitration Act governs this arbitration clause. Unless otherwise agreed, arbitration hearings shall take place in King County, Washington.
• (c) Class Action Waiver: ADVERTISER AND TERRAGAMING AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

12. Miscellaneous

• (a) Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Washington, without regard to conflict of laws principles. To the extent court proceedings are permitted, the parties consent to exclusive jurisdiction in state or federal courts located in King County, Washington.
• (b) Entire Agreement: These Terms (together with any accepted IOs or dashboard policies) constitute the entire agreement between TerraGaming and Advertiser regarding its subject matter.
• (c) Severability: If any provision is found unenforceable, it will be severed and the remaining terms will remain in full force and effect.
• (d) Independent Contractors: The relationship between TerraGaming and Advertiser is that of independent contractors. Nothing creates an agency, joint venture, or partnership.
• (e) Official Notices: Notices to TerraGaming must be sent via written email to [email protected]