Enterprise / Reseller Agreement

MediaSignage Enterprise Membership Agreement

Effective Date: April 19, 2026

"Definitions" on the MediaSignage Inc. Site apply to the words used in this agreement.

"External Documents" on the MediaSignage Inc. Site apply to this agreement.

1. Purpose: The purpose of this Agreement is to record the terms and conditions of Enterprise Membership.

2. Acceptance: The Parties accept these terms and conditions on the Acceptance Date.

3. Enterprise Monthly Subscription Schedule: Members of the Enterprise Edition agree to pay a monthly recurring service fee on the day of signup and every 30 days while the account is active and in good terms. Enterprise subscribers may choose to cancel the service at anytime with no penalty or associated fees. Members of the Enterprise Edition are not eligible for refunds for past periods even if the account was not in use and had no operational players.

4. Conditions Precedent: This Agreement is conditional upon (i) acceptance by MediaSignage Inc. of the applicant as an Enterprise Member, as evidenced by successful online registration and the establishment of a valid recurring subscription via MediaSignage's payment system, and (ii) the Enterprise Member's continued compliance with the then-current MediaSignage pricing schedule published at the MediaSignage pricing page.

5. Appointment:

5.1 During the Term, MediaSignage Inc. appoints the Enterprise Member on a non-exclusive basis for purposes of (i) identifying Visitors that might have an interest in MediaSignage Inc. Services, (ii) introducing MediaSignage Inc. Services to such Visitors, (iii) helping to develop solicitation materials for such Visitors and (iv) performing the services of a Enterprise Member which are set forth in Exhibit "A" hereto. Enterprise Member acknowledges that MediaSignage Inc. may have previously entered into, or may hereafter enter into, Enterprise Membership Agreements with other Visitors including, without limitation, agreements for similar services in other jurisdictions around the globe.

5.2 The relationship of the Parties shall be that of independent contractors. Enterprise Member shall be solely responsible for its own expenses required in the performance of its responsibilities under this Agreement. Enterprise Member does not have the authority or power to enter into any contract or commitment in the name of, or on behalf of, MediaSignage Inc. without the written acceptance of MediaSignage Inc. Enterprise Member will not make representations about MediaSignage Inc. Services or business practices, except to the extent such representations appear in written materials authorized by a Responsible Officer of MediaSignage Inc. Enterprise Member will only use such sales materials describing MediaSignage Inc. Services and/or business practices as may be furnished by MediaSignage Inc. to Enterprise Member from time to time or developed by Enterprise Member and approved, in writing, by MediaSignage Inc.

5.3 Enterprise Member shall conduct its business when representing MediaSignage Inc. in a manner that reflects favorably at all times on MediaSignage Inc. and its MediaSignage Inc. Services and shall avoid any deceptive, misleading or unethical practice or advertising. Enterprise Member shall comply with all applicable laws, including without limitation the United States Foreign Corrupt Practices Act.

5.4 Enterprise Member shall provide such other additional information as MediaSignage Inc. shall reasonably request, when representing Visitors for MediaSignage Inc. Enterprise Member shall fully consult with MediaSignage Inc. and provide verbal or written reports to MediaSignage Inc. regarding Enterprise Members progress, as requested by MediaSignage Inc. from time-to-time.

5.5 Enterprise Member will take primary responsibility for supplying Visitors with any MediaSignage Inc. Services materials as may be requested or required by Visitors. All such materials must be approved, in writing, prior to being used by any Visitor.

5.6 Enterprise Member may be assisted by third Persons in performing its services pursuant to this Agreement; provided that each such Person executes a written confidentiality agreement with MediaSignage Inc. in form approved by MediaSignage Inc. and agrees to abide by the limitations set for Enterprise Members in this Agreement. As between MediaSignage Inc. and Enterprise Member, Enterprise Member is responsible for all fees and costs payable to such Person(s) and Enterprise Member indemnifies MediaSignage Inc. and its affiliates from such liability.

5.7 MediaSignage Inc. reserves the right, in its sole and unfettered discretion, to change its MediaSignage Inc. Services and shall notify Enterprise Member as to any such changes.

6. Indemnification:

A Party (the "Indemnifying Party") shall indemnify, defend, and hold the other party and its officers, directors, and employees or affiliates (an "Indemnified Party") harmless from and against any and all claims, demands, actions, losses, damages, assessments, charges, liabilities, costs and expenses (including attorney's fees) ("Claims") which may at any time be suffered or incurred by or be asserted against an Indemnified Party, on account of or in connection with: (1) the marketing, advertising, sales and promotional activities of the Indemnifying Party with respect to a Retailer, and (2) failure of the Indemnifying Party to comply with the laws, rules, and regulations of any applicable jurisdiction. Notwithstanding anything to the contrary in item (1): (i) MediaSignage Inc. is the Indemnifying Party only as to Claims arising from materials provided by MediaSignage Inc. which are properly used in all material respects, and (ii) MediaSignage Inc. is the Indemnifying Party only as to Claims arising from representations authorized by a Responsible Officer which are properly made in all material respects. The Indemnifying Party's obligations hereunder are conditioned upon: (i) it being given prompt written notice by the Indemnified Party of any such Claims, and (ii) full cooperation from the Indemnified Party with respect to defense of the Claim. MediaSignage Inc. shall have the authority to control and direct the investigation, defense, and settlement of any Claim, provided that if MediaSignage Inc. is the Indemnified Party, it may permit Enterprise Member to control and direct the investigation at Enterprise Member's cost.

7. Confidentiality:

By signing this Agreement, Enterprise Member, its affiliates, representatives and all associated agencies and individuals, agrees to hold all information in confidence for the Term of this Agreement and for a period of three (3) years after Termination (or, with respect to any information constituting a trade secret, for so long as such information remains a trade secret under applicable law). This includes, but is not limited to, the details of this Agreement, proprietary information or other information that may be communicated to Enterprise Member during the course of doing normal business. This Confidentiality clause does not apply to information which is or becomes public domain, is required in order to comply with legal entities or that has been proven to have already been known by Enterprise Member.

8. Representations and Warranties:

Each party hereto represents to the other that: (i) it has the requisite corporate power and authority to execute, deliver and enter into, and perform its obligations under this Agreement; (ii) it has taken or caused to be taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement; (iii) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms; (iv) its signatories hereto have full authority to sign on its behalf; and (v) neither the execution nor performance hereof by such party violates or will violate any agreement, understanding, law, regulation, court order or other legally binding document or action.

9. Intellectual Property:

Enterprise Member agrees that MediaSignage Inc. Services (i) are proprietary to MediaSignage Inc., (ii) shall remain the sole property of MediaSignage Inc. and (iii) Enterprise Member shall have no ownership interest therein. As between MediaSignage Inc. and Enterprise Member, any enhancements to or evolution of any technology proprietary to MediaSignage Inc. (whether developed by MediaSignage Inc., by Enterprise Member, by both, or otherwise), shall be the sole property of MediaSignage Inc. Enterprise Member acknowledges the breach by Enterprise Member of this Section 9 or the Confidentiality provisions in Section 7 would cause MediaSignage Inc. irreparable harm and that in addition to any other remedies MediaSignage Inc. has under this Agreement, MediaSignage Inc. shall have the right to injunctive or any other equitable relief under the laws of each and every jurisdiction in the world and that such right is the only exception to the exclusive means of resolving disputes described hereof.

10. Term and Termination: This Agreement commences on the Acceptance Date and continues on a month-to-month basis for so long as the Enterprise Member's subscription remains active and in good standing. Either Party may terminate this Agreement for convenience by providing at least seven (7) days written notice to the other Party, with termination taking effect at the end of the then-current 30-day billing cycle. MediaSignage Inc. may additionally suspend or terminate this Agreement immediately, without notice, for non-payment, for material breach, or for conduct described in the Fair Use Policy section of the MediaSignage End User License Agreement. The termination of this Agreement shall not affect any provision of this Agreement which by its wording or nature is intended to remain effective and to continue to operate in the event of termination, and shall not prejudice or affect the rights of either Party against the other in respect of any breach of the terms and conditions of this Agreement.

Upon termination, downgrade, cancellation, or lapse of the Enterprise Member's paid subscription, the Enterprise Member shall promptly un-pair, disassemble, and cease operation of any digital signage stations, players, or screens that exceed the entitlements of the subscription tier (if any) that the Enterprise Member retains after termination. The Enterprise Member expressly acknowledges and agrees that the Fair Account Management provisions of the MediaSignage End User License Agreement apply to this Agreement and to the Enterprise Member. Without limiting the foregoing, the Enterprise Member shall not (and shall not permit any affiliate, employee, contractor, agent, or related party to) redistribute, re-register, re-pair, or migrate stations previously operated under the paid Enterprise subscription into one or more Free-tier accounts, nor split a single deployment across multiple accounts, in order to continue operating the same underlying fleet of stations under Free-tier entitlements. Any such conduct constitutes a material breach of this Agreement and entitles MediaSignage Inc., without notice, to consolidate the related accounts, retroactively invoice the Enterprise Member at the subscription tier that corresponds to the combined station count and usage, suspend or terminate any or all affected accounts, un-pair the affected stations, forfeit any remaining Credits or unused allotments, and pursue any other remedies available at law or in equity.

Following termination, MediaSignage Inc. will retain the Enterprise Member's Presentations, Materials, and uploaded assets for a grace period of thirty (30) days during which the Enterprise Member may request restoration or export of such content. After the thirty (30) day grace period, such content will be permanently and irrevocably deleted from active systems in accordance with the Effect of Termination provisions of the MediaSignage End User License Agreement.

11. Miscellaneous:

11.1 Assignment. Enterprise Member shall not have the power or right to assign or delegate its duties under this Agreement to any third party without the prior written consent of MediaSignage Inc.

Notices and payments to Enterprise Member shall be given to the address set forth opposite Enterprise Member's name on the signature page hereof.

11.2 Governing Law; Consent to Jurisdiction and Service. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES CREATED HEREBY SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF CALIFORNIA AND THE CONTROLLING FEDERAL LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO THE CONFLICT OF LAW AND CHOICE OF LAW PROVISIONS THEREOF. EACH PARTY AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN LOS ANGELES COUNTY, CALIFORNIA AND AGREES THAT VENUE IS PROPER THERE FOR ANY LEGAL ACTION OR PROCEEDING. THE PARTIES AGREE THAT SERVICE BY OVERNIGHT EXPRESS MAIL SHALL SATISFY THE REQUIREMENTS OF PERSONAL SERVICE.

11.3 Severability of Provisions. If a court or an arbitrator of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable or invalid in whole or in part for any reason, such provision shall be adjusted rather than voided, if possible to achieve the intent of the parties to the extent possible, and in any event the validity and enforceability of the remaining sections shall not be affected unless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision.

11.4 Third Party Beneficiaries and Liability. Except as described in this Agreement, no third Person is a beneficiary of this Agreement, nor shall any third Person have any liability with respect to the performance by any Person to this Agreement.

11.5 Arbitration. The sole method for resolving any controversy or claim arising out of or relating to this Agreement and/or the Enterprise Member's relationship with MediaSignage Inc. is binding arbitration seated in Los Angeles County, California, USA, administered under the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in English by a single arbitrator. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in the courts identified in Section 11.2 to protect its intellectual property rights or confidential information.

11.6 No Presumption Against Any Party. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved using any presumption against any party hereto. Each party acknowledges that this Agreement has been reviewed by its legal counsel and, in the case of any ambiguity or uncertainty, shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intention of the parties hereto.

11.7 Independent Parties. It is expressly understood and agreed that nothing in this Agreement shall in any way be construed to make the parties hereto partners, parties to any joint venture or agents for one another.

11.8 Counterparts. This Agreement may be executed in any number of counterparts, including without limitation executed counterparts forwarded by facsimile transmission, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

11.9 Entire Agreement. There are no representations, warranties or other agreements between the Parties (whether express or implied) in connection with the subject matter hereof except as specifically set forth herein. The Parties acknowledge that they have not been induced into this Agreement by any condition, representation, or warranty not set forth in this Agreement. The Parties acknowledge their intent that the written documents which form this Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof; that such documents supercede all prior or contemporaneous proposals, negotiation, understandings, and other communications (oral and written) between the Parties with respect to the subject matter hereof; and that such documents contain all the material elements of the bargain which is the subject matter hereof.

11.10 Amendment. MediaSignage Inc. reserves the right to amend the terms and conditions of this Agreement from time to time, including to reflect changes in applicable law, regulatory requirements, product features, pricing, or payment processing. MediaSignage Inc. shall inform the Enterprise Member in writing, by email, or via the Service of such changes or amendments at least seven (7) days before the new changes or amendments become effective. Continued use of the Service after the effective date of any such amendment constitutes the Enterprise Member's acceptance of the amended terms.

Exhibit "A"
Enterprise Member Obligations

By execution of this Agreement, the Enterprise Member agrees to satisfy the following conditions and perform the following services in connection with each end customer or subaccount provisioned under the Enterprise Member's account, and recognizes that no subaccount will be attributed to the Enterprise Member unless these obligations are satisfactorily performed:

1. Enterprise Member shall pay promptly and in full for all subscription fees, seat fees, station fees, storage fees, and any other charges incurred under its MediaSignage account. Fees are set forth in the then-current pricing schedule published at the MediaSignage pricing page and may be revised by MediaSignage Inc. from time to time. Enterprise Member will be notified of material price changes in writing or via the Service.

2. Enterprise Member shall carefully follow, and shall procure that each of its end customers follows, the procedures for provisioning, operating, and de-provisioning MediaSignage accounts, subaccounts, stations, and players as established by MediaSignage Inc. from time to time, including maintenance of accurate records of stations, players, and subaccounts operated under the Enterprise Member's account.

3. Enterprise Member agrees that it will not market, resell, promote, or otherwise participate in any product or service that is directly competitive with the MediaSignage Inc. Services during the Term and for so long as any subaccount exists within the Enterprise Member's account under this Agreement.

4. Enterprise Member acknowledges and agrees that (i) all MediaSignage Inc. Services, software, APIs, trademarks, and brand assets remain the exclusive property of MediaSignage Inc., and (ii) MediaSignage Inc. may, at its sole discretion, update, modify, suspend, or discontinue any feature, API, product, or service, and Enterprise Member shall comply with any such changes.

5. MediaSignage Inc. reserves the right to modify (increase or decrease) the Enterprise monthly subscription price and any other fees at any time. Price changes will be communicated through the Service or via email and will take effect at the start of the next billing cycle.

6. MediaSignage Inc. reserves the right, in its sole discretion, to deny, cancel, suspend, or terminate service to any Enterprise Member or end customer subscribing through the MediaSignage Inc. Enterprise program, including for breach of this Agreement, breach of the MediaSignage End User License Agreement, breach of the Fair Use Policy, non-payment, or unlawful conduct.

7. MediaSignage Inc. reserves the right to cancel any Enterprise Member or referred end customer for non-payment, late payment, or chargeback activity. Upon cancellation for non-payment, all outstanding amounts shall become immediately due and payable.

8. Enterprise Member acknowledges and agrees that third-party providers whose services are integrated into the MediaSignage Service (including, without limitation, cloud hosting providers, payment processors, content platforms, and API providers) may change or modify their requirements, pricing, or availability, and the Enterprise Member and its end customers agree to abide by any such requirements.

9. All sales, marketing, and collateral materials that reference MediaSignage Inc., its Services, or its trademarks must be approved in writing by MediaSignage Inc. prior to being distributed or used by the Enterprise Member. This includes, but is not limited to, websites, written sales materials, presentations, demonstration environments, and point-of-sale materials.

10. Enterprise Member shall not (and shall not permit any affiliate, employee, contractor, agent, or end customer to) circumvent the Fair Account Management provisions of the MediaSignage End User License Agreement, including by splitting a single deployment across multiple Free-tier accounts, downgrading a paid subscription and migrating stations into Free-tier accounts, or re-registering stations for the purpose of avoiding paid entitlements. Any such conduct is a material breach of this Agreement.