v.05.22.2026

SPONSORSHIP TERMS AND CONDITIONS

These Sponsorship Terms and Conditions (“Terms”), together with the terms set forth on any Sponsorship Insertion Order or online order form that contains a reference to these Terms (“IO”), constitute a legally binding and enforceable services agreement (the “Agreement”) by and between Tempus Holdings, Inc. (“The Lodge”) and Sponsor as identified on the IO. These Terms shall be deemed incorporated by reference into the IO; provided, however, that if any provision of the IO conflicts with any provision of these Terms, the provision of the IO shall prevail to the extent of the conflict. In any instance where Sponsor is an agency entering into the Agreement on behalf of an advertising party, any reference to “Sponsor” shall refer jointly to Sponsor as the agency for the applicable underlying advertising party. For purposes of the Agreement, Sponsor and The Lodge shall be individually referred to as a “Party” or collectively referred to as the “Parties.”

Sponsor and The Lodge hereby acknowledge and agree as follows:

1. Sponsorship Elements. Sponsor agrees to accept and pay for, and The Lodge agrees to provide, the Sponsorship Elements identified in the IO (the “Sponsorship Elements”) during the Term.

2. Sponsor Creative. Sponsor shall develop all aspects of Sponsor’s materials presented, distributed, or otherwise provided by Sponsor at or in connection with the Sponsorship Elements, including, without limitation, the Sponsor’s trademarks, service marks, trade names, logos and other commercial or product designations (collectively, “Sponsor Marks”), banners, buttons, text-links, clicks, co-registrations, pop-ups, pop-unders, e-mails, graphic files and similar online media or other advertising or marketing materials (collectively with Sponsor Marks, “Sponsor Creative”). The Parties understand and agree that Sponsor is the sole owner of any and all intellectual property rights associated with any Sponsor Creative. Sponsor shall submit all Sponsor Creative to The Lodge for approval prior to the commencement of the subject Sponsorship Element. The Lodge reserves the right, in its sole discretion and without liability, to: (a) change any of its Sponsor Creative specifications at any time; and (b) reject, omit, exclude or terminate any Sponsor Creative for any reason at any time, with e-mail notice to Sponsor, whether or not such Sponsor Creative was previously acknowledged, accepted or published by The Lodge. Such reasons for rejection, omission or exclusion of Sponsor Creative include, but are not limited to, where The Lodge deems, in its sole discretion, that the Sponsor Creative, including the applicable products and/or services promoted by such Sponsor Creative (“Sponsor Products”), and any website linked to from such Sponsor Creative, is/are in violation of any Applicable Law or where the content thereof may tend to bring disparagement, ridicule or scorn upon The Lodge and/or its affiliates, shareholders, employees or agents.

3. Placement. The applicable IO may set forth the particular place(s) where Sponsor Creative may appear and/or be distributed. Sponsor agrees that in a case where no points of placement or distributions are set forth in the applicable IO, the Sponsor Creative may appear at any point of placement and/or distribution that The Lodge may determine, in their respective sole discretion. The Lodge will not be deemed in breach of the Agreement for any failure to make publicly available the web site located at the destination of any links provided by the Sponsor.

4. License Grant. Sponsor hereby grants The Lodge and its affiliates, a non-exclusive, royalty-free, worldwide right and license (“License”) to use, display, promote and distribute the Sponsor Creative, including the Sponsor Marks, as necessary to provide the Sponsorship Elements during the Term. The License shall include the ability to reformat the Sponsor Creative for display and user interface purposes and for space requirements. Sponsor grants to The Lodge end-users a license to access and use the Sponsor Creative and any content or services linked from the Sponsor Creative in connection with the provision of the Sponsorship Elements. Without limiting the foregoing, Sponsor authorizes The Lodge to use the Sponsor Marks as may be necessary or advisable for The Lodge to provide the Sponsorship Elements or exercise its rights hereunder.

5. Insurance. Throughout the Term, each Party, at its sole expense, shall have in effect liability insurance coverage of such types and in such amounts as are customary for a business in the performance of the Sponsorship Elements and/or the provision of Sponsor Products or Sponsor Creative. Unless otherwise specifically set forth in the IO, (a) each Party shall carry the following insurance: commercial general liability and workers compensation and (b) Sponsor shall carry the following insurance: products liability and errors and omissions, as applicable. All insurance policies required pursuant to this Section 5 shall: (i) be issued by insurance companies reasonably acceptable to the other Party; (ii) require the insurer to give the other Party at least 30 days’ prior written notice of cancellation, non-renewal, or reduction of policy coverage; (iii) waive any right of subrogation of the insurers against The Lodge; (iv) provide that such insurance is primary insurance and that any similar insurance in the name of or for the benefit of The Lodge is excess and non-contributory; and (v) as requested, name each Party’s affiliates and their respective successors and permitted assigns as additional insureds. Upon a Party’s written request, the non-requesting Party shall provide the requesting Party with copies of the certificates of insurance and policy endorsements for all insurance coverage required by this Section 5. Neither Party shall do anything to invalidate such insurance. In the event a Party receives notice of cancellation, non-renewal, or reduction, such Party shall, prior to the effectiveness of such cancellation, secure replacement insurance policies that meet the requirements of this Section 5. This Section 5 shall not be construed in any manner as waiving, restricting, or limiting the liability of either party for any obligations imposed under the Agreement (including but not limited to, any provisions requiring a Party hereto to indemnify, defend, and hold the other harmless under the Agreement).

6. Payments. The fees for the Sponsorship Elements (the “Fees”) shall be set forth in the applicable IO(s). Unless otherwise set forth in the applicable IO, The Lodge will invoice Sponsor monthly in advance of the provision of any Sponsorship Elements to be provided in the subsequent month by The Lodge. If payment is not made prior to the due date set forth in such invoice, The Lodge may, at its option, immediately terminate the Agreement, any applicable IO, and/or suspend its performance of the Sponsorship Elements without further liability. Interest will accrue on any past due amounts at the rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount permitted by Applicable Law. Each Party is responsible for paying all applicable taxes, including sales, use or other taxes, duties, tariffs, etc. and related fees, costs and penalties applicable to any revenue received by such Party as a result of and under the Agreement. Neither Party shall be obligated to pay taxes based on the other Party’s income, capital, franchise or investment, or on any property owned by the other Party.

7. Term/Termination. The Agreement shall commence on the Effective Date and end on the date set forth in the IO, unless otherwise earlier terminated as permitted herein (the “Term”). Either Party may terminate the Agreement and/or any IO at any time, upon 30 days’ prior written notice for any reason or no reason and (b) upon twenty-four (24) hours’ prior written notice, where the other Party materially breaches the Agreement. The Lodge may immediately terminate any IO or the Agreement if, in the good faith opinion of The Lodge, the Sponsor or Sponsorship Elements: (i) violates any Applicable Law or (ii) might harm the reputation of The Lodge, its and/or its affiliates, shareholders, employees or agents. Upon termination or expiration of the Agreement for any reason: (A) any and all licenses and rights granted to either Party in connection with the Agreement shall immediately cease and terminate; (B) any and all confidential information or proprietary information of either Party that is in the other Party’s possession or control must be immediately returned or destroyed; and (C) Sponsor shall pay any sum due and owing prior to the date of termination in accordance with the IO and the Agreement and will promptly remit any outstanding payments due on or before thirty (30) days following any termination of the IO or the Agreement. Notwithstanding any termination of the Agreement, any provisions of the Agreement that may reasonably be expected to survive termination of the Agreement, shall survive and remain in effect in accordance with their terms.

8. Representation and Warranties.

(a) Each Party represents and warrants to the other Party that: (i) it has the full corporate right, power and authority to enter into the Agreement, to grant the licenses granted hereunder and to perform the acts required of it hereunder; (ii) the execution of the Agreement by it and the performance of its obligations and duties hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound; (iii) when executed and delivered, the Agreement will constitute the legal, valid and binding obligation of each Party, enforceable against each Party in accordance with its terms; and (iv) in the performance of its obligations hereunder, it will comply with all applicable foreign, federal, state or local laws, rules, regulations and ordinances (collectively, “Applicable Law”).

(b) Sponsor further represents and warrants that: (i) at all times, the Sponsor Creative, the Sponsor Products, any Sponsor website linked to from the Sponsor Creative and Sponsor’s marketing activities will: (A) comply with all Applicable Law; and (B) not violate any applicable rights of any third-party including, but not limited to, infringement or misappropriation of any copyright, patent, trademark, trade secret or other proprietary, property or other intellectual property right; (ii) it owns and/or has any and all rights to permit the use by The Lodge of the Sponsor Creative; (iii) Sponsor has a reasonable basis for any and all claims made within the Sponsor Creative and possesses appropriate documentation to substantiate such claims; (iv) Sponsor shall fulfill all commitments made by Sponsor in the Sponsor Creative; (v) no Sponsor Creative is targeted to end-users under the age of eighteen (18); (vi) Sponsor is not, nor is Sponsor acting on behalf of any person or entity that is, prohibited from engaging in transactions with U.S. citizens, nationals or entities under applicable U.S. law and regulation including, but not limited to, regulations issued by the U.S. Office of Foreign Assets Control (“OFAC”); and (vii) Sponsor is not, nor is Sponsor acting on behalf of any person or entity that is, a Specially Designated National (“SDN”), as OFAC may so designate from time to time.

9. Disclaimer of Warranties. THE SPONSORSHIP ELEMENTS PROVIDED BY THE LODGE UNDER THE AGREEMENT AND/OR ANY APPLICABLE IO(S) ARE SUPPLIED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 8(a) ABOVE, TO THE FULLEST EXTENT OF THE LAW, THE LODGE MAKES NO OTHER WARRANTIES (INCLUDING IMPLIED WARRANTIES OF PURPOSE AND NON-INFRINGEMENT), GUARANTEES, REPRESENTATIONS, EXPRESS, IMPLIED, ORAL OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE LODGE DOES NOT WARRANT OR GUARANTY RESPONSE RATES, ADVERTISING PLACEMENT, OR INCREASE IN SALES OF SUPPLIER PRODUCTS. THE SPONSORSHIP ELEMENTS PROVIDED BY THE LODGE MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. THE LODGE HAS NO LIABILITY, WHATSOEVER, TO SPONSOR OR ANY THIRD-PARTY, FOR ANY OTHER PARTY’S SECURITY METHODS AND PRIVACY PROTECTION PROCEDURES AND THE LODGE DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT ANY OTHER PARTY’S SECURITY METHODS AND PRIVACY PROTECTION PROCEDURES WILL BE UNINTERRUPTED OR ERROR-FREE. THE LODGE HAS NO LIABILITY FOR SPONSOR’S USE OF, OR INABILITY TO USE, THE SPONSORSHIP ELEMENTS AND THE LODGE DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND/OR IMPLIED, THAT SPONSOR’S USE OF THE SPONSORSHIP ELEMENTS WILL BE UNINTERRUPTED OR ERROR-FREE.

10. Indemnification. Sponsor shall irrevocably defend, indemnify and hold The Lodge, its employees, officers, directors, members, managers, shareholders, contractors and agents harmless from and against any and all liability, loss, damage or expense (including, without limitation, reasonable attorneys’ fees, costs and expenses) arising out of or related to any allegation, claim or cause of action, arising from: (a) Sponsor’s violation of any Applicable Law; (b) the Sponsor Creative and to any material to which the Sponsor Creative is linked, or any Sponsor Product which is made available, advertised, or promoted by the Sponsorship Elements; (c) the infringement of copyright, trademark or any other intellectual property rights by the Sponsor Creative; (d) Sponsor’s unauthorized use of, or Sponsor’s unauthorized submission of, data and information obtained in connection with the Sponsorship Elements; (e) any personal injury or property damage caused by, or any act, error or omission in connection with the provision of the Sponsor Elements of, Sponsor personnel or agents on The Lodge premises; or (f) any disputes between Sponsor and Sponsor’s personnel or agents, and any claims by any Sponsor personnel or agents against The Lodge or its affiliates related to salaries, wages, and or benefits.

11. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, EACH PARTY’S LIABILITY UNDER ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE TO THE LODGE BY SPONSOR PURSUANT TO THE AGREEMENT. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL THE LODGE BE RESPONSIBLE OR LIABLE FOR THE ACTS AND/OR OMISSIONS OF ANY THIRD PARTY SERVICE PROVIDER UNDER ANY CIRCUMSTANCES.

12. Confidentiality. The Parties acknowledge and agree that the Agreement and its terms and conditions are confidential and contain confidential and proprietary commercial and financial information of both The Lodge and Sponsor. Neither Party will disclose a copy of the Agreement or the terms hereof to any party for any purpose without the prior written consent of the other Party, unless the disclosure is made by a Party to its accountants, lenders or attorneys, or the discloser is compelled by Applicable Law.

13. Miscellaneous.

(a) Assignment. Neither Party may assign, transfer or delegate any of its rights or obligations under the Agreement or any IO without the prior written consent of the other Party, and any attempt to do so shall be null and void; provided, however, that either Party may assign the Agreement, any IO or any portion hereof/thereof, to: (i) an acquirer of all or substantially all of such Party’s equity, business or assets; (ii) a successor in interest whether by merger, reorganization or otherwise; or (iii) any entity controlling or under common control with such Party.

(b) Choice of Law; Venue; Attorneys’ Fees. The Agreement shall be construed in accordance with and governed by the laws of the State of Texas, without regard to any choice of law principles. In the event that any suit, action or other legal proceeding shall be instituted against either Party in connection with the Agreement, each hereby submits to the jurisdiction of either the United States District Court for the Western District of Texas or any Texas State Court of competent jurisdiction, located in Travis County, Texas and further agrees to comply with all the requirements necessary to give such court jurisdiction. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. The prevailing Party in any action brought for the enforcement or interpretation of the Agreement shall be entitled to receive, from the losing Party, without limitation, reasonable attorneys’ fees and costs of litigation, in addition to any other relief to which it may be entitled.

(c) Entire Agreement; Modification. These Terms, and any and all IO(s) and Exhibits hereto and thereto, represents the complete and entire expression of the agreement between the Parties, and shall supersede any and all other agreements, whether written or oral, between the Parties. The IO may be amended only by a written agreement executed by an authorized representative of each Party. These Terms may be amended from time to time by The Lodge. To the extent that anything in or associated with any IO is in conflict or inconsistent with these Terms, the IO shall take precedence.

(d) Non-Waiver; Severability. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party. If any provision contained in the Agreement is determined to be invalid, illegal or unenforceable in any respect under any Applicable Law, then such provision will be severed and replaced with a new provision that most closely reflects the real intention of the Parties, and the remaining provisions of the Agreement will remain in full force and effect.

(e) Relationship of the Parties. The Parties hereto are independent contractors. There is no relationship of partnership, agency, employment, franchise or joint venture between the Parties. Neither Party has the authority to bind the other, or incur any obligation on its behalf.

(f) Counterparts; Drafting; Headings. The IO may be executed in two (2) counterparts, each of which shall be an original and both of which shall together constitute one Agreement. Digital signatures shall be acceptable as originals and binding on the Parties. Each Party executing the Agreement agrees that it has fully participated in the drafting of the Agreement and that no Party shall be deemed to be the drafting Party of the Agreement. Section headings used herein are for convenience only, are not part of the Agreement, and shall not be used in construing the Agreement.

(g) Force Majeure. Other than for payment obligations arising hereunder, neither Party will be liable for, or will be considered to be in breach of the Agreement on account of, any delay or failure to perform as required by the Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence (each, a “Force Majeure Event”). If any Force Majeure Event occurs (which shall include, without limitation, acts of God, telecommunications, Internet or network failure, results of vandalism or computer hacking, fire, explosion, storm or other natural occurrences, any conflicting order, direction, action or request of any applicable governmental body (including, without limitation, state and local governments) or of any regulatory department, agency, commission, court, bureau, corporation or other instrumentality, or of any civil or military authority, national emergencies, insurrections, riots, wars, strikes or other such labor difficulties), the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of such Force Majeure Event. Notwithstanding the foregoing, the Parties’ obligations to one another shall be excused and/or postponed during and only for the duration of the applicable Force Majeure Event and shall resume as soon as practicable after the Force Majeure Event has ended.

(h) No Third-Party Beneficiaries. Other than the right to indemnification set forth in Section 10, nothing in the Agreement is intended or shall be construed to give any person other than the Parties hereto, their respective successors and assigns, any legal or equitable right, remedy or claim under or with respect to the Agreement or any provision contained herein.

(i) Further Assurances. Upon a Party’s reasonable request, the other Party shall, at the requesting Party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, necessary to give full effect to the Agreement.

(j) Notices. All notices shall be in writing, and directed to the addresses shown on the IO. Approvals may be handled electronically.

(k) Cumulative Remedies. To the extent permitted by, and subject to the mandatory requirements of Applicable Laws, each and every right, power and remedy which either Party may have pursuant to the Agreement shall be cumulative and shall be in addition to every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity or by statute.