1. PURPOSE OF THE AGREEMENT

1.1 The “Provider” (Propulso) is hereby mandated to offer a technology platform and consulting services to enable the “Client” (you) to analyze data and run targeted digital advertising campaigns. The targeted advertising services and information provided to the Client will be based, in part, on location data collected from mobile devices used by consumers. The Provider’s technology platform will enable the Client to bid on digital advertising space. The Client can use this digital space to display advertisements, such as banners or videos, to a targeted audience.

1.2 Under the terms of this Agreement, the Client is authorized to resell the Provider’s services at a profit to its own customers, or to use the services for its own purposes. However, the Client is prohibited from reselling the services to another reseller or distributor.

1.3 This Agreement covers both “managed services”, where the Client receives consulting services from the Provider, and “self-directed services”, where the client conducts targeted advertising directly via the Provider’s technology platform.

1.4 The term “campaign” refers to a set of advertising services provided to the Client during a specific period, in relation to a given objective and according to a defined budget.

1.5 The term “impression” refers to the display of an advertisement in a digital advertising space. The Provider gives no guarantee of the number of impressions the Client will receive. Impressions vary according to targeting criteria and fluctuations in the advertising auction market.

1.6 The term “CPM” refers to cost per thousand advertising impressions.

2. DATE, DURATION AND DEADLINES FOR COMPLETION OF THE MANDATE

2.1 In the case of managed services, the Provider will inform the Client of the time reasonably required to create and implement the Client’s campaigns, once the Provider has received and analyzed all requested information.

2.2 In the case of self-directed services, the Provider will have two business days to review and approve the campaigns developed by the Client, before they are implemented.

2.3 The Provider may refuse to offer or continue offering a service should the Provider deem the context, campaign, budget, objectives, deadlines or creatives to be unrealistic, immoral, illegal, contrary to its interests or contrary to its values. Moreover, the Provider may, without notice or compensation to the Client, refuse to offer or continue offering a service should the Provider offer exclusivity to other customers in the future.

3. PRICES AND PAYMENT

3.1 The Provider undertakes to deliver the agreed upon services to the Client and the Client undertakes to bear the associated costs.

3.2 The Client is free to resell the Provider’s services to its own customers and at the price of its choosing.

3.3 The cost of advertising campaigns will be calculated based on CPM, that is to say a rate per 1,000 impressions. Managed services typically have a higher CPM than self-directed campaigns due to the Provider’s level of involvement.

3.4 CPM rates can vary over time and based on the targeting approach. The Client will be informed of the CPM for a given campaign when the campaign is created. This CPM will remain in effect for the agreed upon duration of the campaign, so long as the campaign parameters remain unchanged.

3.5 The cost of a campaign will be based on usage. The CPM will be applied to the number of impressions generated within a set amount of time without exceeding the maximum budget and maximum number of impressions. The number of impressions generated and the total cost of the campaign will therefore be equal to or lower than the maximum parameters defined by the Client.

3.6 The cost of other services offered by the Provider, such as advanced data visualization, will be calculated on a per-unit basis. The Client will be informed of the relevant costs in advance.

3.7 On the first day of each month, an automated email notification will be sent to the Client at the address indicated on the signature page of this Agreement. This notification will detail the Client’s usage for the previous month and indicate the amount owed by the Client to the Provider. A payment will be automatically debited from the Client’s credit card or bank account 24 hours after the email notification is sent. If an automatic payment is not successful, the balance due will bear interest at a rate of 2% per month (i.e., 24% per year) from the invoice date. If the balance due is not paid within 10 days of the email notification, all ongoing campaigns will be suspended without further notice and until full payment is received.

3.8 At the Client’s request, the Provider may directly invoice the Client’s customers under the same terms and conditions. In such cases, an administrative fee of 5% may be added and the Client will be liable for any amounts owed by its customers. Where applicable, the Client will be responsible for invoicing its customers for its own fees. The Provider will not charge any commissions, management fees or other fees on behalf of the Client to the latter’s customers.

4. THE CLIENT’S OBLIGATIONS

4.1 The Client undertakes to supply the Provider immediately with all files, documents, information and data required by the Provider to carry out its mandate in accordance with the Client’s requirements.

4.2 The Client may not hold the Provider responsible for any delays in carrying out the mandate should the Client refuse to supply the required information or fail to supply it in a timely manner.

4.3 The Client undertakes to engage in discussion with the Provider upon request, in situations where the Provider considers discussion necessary for carrying out its mandate. In general, the Client undertakes to cooperate fully and promptly with the Provider to ensure the latter can carry out its mandate under the best possible conditions.

4.4 The Client warrants that it holds intellectual property rights as well as national and international broadcast rights for any images, texts, videos and documents of any kind to be used in the performance of this Agreement, and that this Agreement is not likely to infringe the rights of any third parties.

4.5 The Customer undertakes to indemnify and hold harmless the Provider from any loss, suit, claim and/or other cause of action directed against the Provider and arising directly or indirectly from the Client’s breach of its obligations under this Agreement.

5. THE PROVIDER’S OBLIGATIONS

5.1 The Provider undertakes to carry out its mandate as defined in this Agreement.

5.2 The Provider undertakes to use all necessary means to ensure it properly fulfils its obligations under this Agreement.

5.3 The Provider undertakes to perform the Agreement with diligence and according to established trade practices, standards and regulations.

5.4 The Provider undertakes to initiate an advertising campaign within the time frame agreed upon with the Client.

5.5 Although the Provider may delegate the performance of this Agreement or parts thereof to third parties, it undertakes to ensure the same level of quality and compliance.

5.6 Notwithstanding the foregoing, the parties agree that the Provider’s obligations under this Agreement contract constitute obligations of means and not of results.

6. SUSPENSION OR TERMINATION OF THE AGREEMENT AND PENALTIES

6.1 The Client may terminate the services upon providing 48 hours’ written notice. However, the Client must bear the costs associated with the services up to the end of the notification period.

6.2 The Provider may terminate the services at any time, without justification, notice or penalty. The Client is hereby informed of the precarious nature of the services and technologies offered under this Agreement.

6.3 In all cases, the Provider will reimburse the Client for any amounts not already used to purchase advertising services.

7. INTELLECTUAL PROPERTY, NON-COMPETITION AND CONFIDENTIALITY

7.1 The Client warrants that it has secured all rights and authorizations required for the Provider to use and implement any Client-supplied content as mandated.

7.2 The parties mutually undertake to keep confidential all strategic, financial, technological, commercial and/or other information generally considered confidential by its nature, whether communicated or obtained by either party within the framework of this Agreement. The Client nevertheless authorizes the Provider to cite, for advertising or commercial purposes, the Client’s names, logos, slogans, trademarks and/or corporate name as well as those of any of its customers using the services. However, the Provider shall advise the Client in advance of any such use and the Client reserves the right to refuse permission.

7.3 Under no circumstances does this Agreement transfer intellectual, moral or economic rights of any kind whatsoever. Each party undertakes to respect the intellectual property rights of the other, in accordance with the rules governing intellectual property, including any such rules that may be recognized subsequent to this Agreement.

7.4 This Agreement does not grant any exclusivity to the Client. Accordingly, the Provider may offer its technology and consulting services to any of the Client’s competitors or customers. Furthermore, the Provider may offer its services to any customer, regardless of location.

7.5 The Client undertakes not to decompile, disassemble, reverse engineer or otherwise attempt to derive the source code of the Provider’s systems and technologies. The Client also undertakes not to share its access with third parties or the Provider’s competitors.

7.6 The Client undertakes not to develop, provide or produce geotargeted advertising services similar or identical to those offered by the Provider. This prohibition also applies to any businesses operated directly or indirectly by the Client and/or its shareholders.

8. COMING INTO FORCE OF THE AGREEMENT

8.1 This Agreement will come into force upon being signed by the parties hereto.

9. GOVERNING LAW

9.1 This Agreement is to be governed by the laws in force in the Province of Québec and in Canada. Any dispute between the Parties relating to the interpretation or application of this Agreement that cannot be settled amicably is to be brought before the courts of the Judicial District of Saint-François, Québec, Canada.