DIRECT ADVERTISING GENERAL TERMS

1. General.

Insertion Order, made by and between Outfit7 Limited (" the Company") as Publisher and Advertiser/Agency (" Contractor"), entered into as of date of signing, sets forth the terms and conditions for direct non-programmatic advertising services (the " Advertising Service") on Advertising Inventory for an End User. Subject to these Direct Advertising General Terms, OUTFIT7 agrees during the duration of the Insertion Order to provide Advertising Inventory within the Applications to Contractor and based on its sole discretion to display the Advertisements within such Advertising Inventory (the "OUTFIT7 Services" ). Unless otherwise stated in the Insertion Order, and subject to any limitations herein, OUTFIT7 hereby appoints Contractor as its non-exclusive partner with the right to provide Campaigns to be displayed within such Advertising Inventory (the " Contractor Services").

2. Definitions

The capitalized terms used herein shall have the meaning ascribed to them in this Section 2 below:

Advertisement (hereinafter referred to as: Ad or Ads) means any graphical content, video, audio, text or any other material and related technology delivered by Contractor to OUTFIT7.
Advertiser means any entity or person making a booking with Contractor or Company for Advertising Inventory, in accordance with the Insertion Order.
Advertising Inventory means physical space within the Application that is made available by OUTFIT7 under the Insertion Order for the Display of Advertisement.
Advertising Model means type of a campaign pricing model (non-exhaustive list):
CPD means Ads sold on a daily basis. Cost is calculated for a full day for which the Ad runs on the Inventory;
CPM means Ads sold on a cost per thousand impressions basis. Impression means when the Ad is shown to the user, whereas in the event of banner and interstitial ad impressions, it means the Ad must be fully loaded and viewable to the user in order to count as a valid ad impression; in the event of video ad impressions, it means the Ad must be loaded and at minimum begin to render, meaning at least the first frame of Ad must be shown, post buffering if applicable, in order to count as a valid ad impression.
Application (hereinafter referred to as: App or Apps) means a software application owned or published by OUTFIT7 and approved by OUTFIT7, designed to run on smartphones, tablet computers and other mobile devices.
End User means any individual user who consumes content on the Applications.
Material means all editorial or other content (including but not limited to trademarks (as defined below), text, graphics, photographs, video, audio, logos, design elements, source code, object code, documentation and other technical information) owned or licensed by a Party hereto, including any content provided, directly or indirectly, to the other Party hereto for the purposes of linking, promotion, sales, billing, invoicing, or other purposes contemplated by the Insertion Order, whether owned or licensed by such providing Party.
Performance Data means any data gathered during the delivery of an Advertisement pursuant to the Insertion Order (e.g. number of impressions, interactions, users recorded view or click of an Advertisement, revenue, user traffic etc.), especially excluding Personal Data.
Personal Data means any information relating to an identified or identifiable natural person, meaning an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that person.
Profiling means any form of automated processing of Personal Data consisting of the use of Personal Data to evaluate certain personal aspects relating to an End User, in particular to analyze or predict aspects concerning that End User's performance at work, economic situation, health, personal preferences, interests, reliability, behavior, location or movements.
Repurposing means retargeting an End User or appending End User Data to a non-public profile regarding an End User, including reuse of End User Data for a purpose different that the one for which it was initially collected and altering of End User data to make it more suited for a different purpose.
Trademarks mean the icons, logos, trademarks, trade names, titles, domain names and service marks owned or licensed by a party hereto, including all applications and registrations thereof.

3.Advertising.

OUTFIT7 provides to Contractor its Advertising Restrictions set forth in Exhibit A (the “Advertising Restrictions”). Contractor shall provide solely Advertisements that comply with the Advertising Restrictions. OUTFIT7 reserves the right to reject, omit or refuse any Material, promotional or Advertiser content, contained in the Campaign, for display within the Advertising Inventory. Contractor shall be solely and exclusively responsible for all: (i) Contractor Services, Advertisements and Materials, (ii) any web page or App accessed by an End User after selecting or clicking on any part of an Advertisement (“Advertiser’s Page”) and (iii) services and products advertised on Advertiser’s Pages. Neither Party has any obligation to the other Party to pre-screen any content posted by End Users.

4. Tracking and Payment

4.1 Tracking. Parties shall set up their own or a third-party tracking and third-party fraud prevention system for the Campaign ("the Tracker"). Tracking shall be limited to tracking clips, impression tracking, click tracking, conversion tracking, viewability tracking, user engagement heat maps and creative pixel tracking ("**Tracking Data").**Contractor is allowed to use Tracking Data solely for the purposes of attribution. Contractor is not allowed to use Tracking Data for any other purpose than set forth in this paragraph, whereas especially Repurposing, Profiling, re-targeting, tracking of users over time and across different websites or online services, targeting users, amassing a profile of an individual user based on the collection of persistent identifiers over time and across different web sites in order to make decisions or draw insights about that user, whether that information is used at the time of collection or later, as well as any other similar use is strictly prohibited. For billing purposes OUTFIT7's numbers shall always prevail. OUTFIT7 shall provide the Contractor with a monthly statement which includes delivery records and all the other metrics agreed upon by the parties via e-mail (the "**Monthly Statement**"). In the event of a discrepancy between the OUTFIT7's delivery records and Contractor's delivery records that is greater than 10% over a calendar month period, such party may pause the campaign and the parties shall engage in good faith to determine the cause of the reporting discrepancy and to correct that discrepancy. In these cases, the aggrieved Party shall be entitled to an offset of any such amount with the first next invoice or to a return of any underpayment within eight (8) business days. Should the Parties disagree on the data, either Party has the right to request suspension of its services and/or to immediately terminate the Insertion Order.

4.2 Fees. All pricing charged for selling of advertisements shall be determined by the Parties. In the absence of a written agreement about the price, the Parties shall confirm the compensation via e-mail prior to accepting an Advertisement and/or Campaign. In case of open budget Campaigns, the Campaigns will start when approved and run until terminated via company e-mail address in accordance with the terms set forth therein. In case of closed budget Campaigns, the Campaigns will start when approved and run until the total budget is achieved or until terminated via company e-mail address or dashboard in accordance with the terms set forth herein. E-mail approval shall constitute a valid obligation in accordance with the Insertion Order. Invoice for the services will be based on tracking numbers for valid actions as reported by Outfit7's tracking system and third-party fraud prevention system and in accordance with the advertising model as agreed between the parties prior to the Campaign start. Outfit7's third party fraud prevention system shall report the invalid actions for billing purposes. Contractor shall make payment to OUTFIT7 within 30 days from date of the receipt of the invoice.

4.3 Taxes. All prices shall be net and the Contractor is obligated to cover all applicable taxes. If either Party is obligated to withhold or deduct any amounts in accordance with the Insertion Order, it shall inform the other Party in advance and cooperate with such Party in order to exercise any benefits available under existing tax treaty agreements and/or minimize any applicable double taxation.

5. Intellectual property.

Each Party retains any and all pre-existing right, title and interest in and to its websites, marks, intellectual property, Advertisements and Material (in the case of Contractor), OUTFIT7's Applications, websites, Trademarks, intellectual property, Material, content or any other OUTFIT7's product (in the case of OUTFIT7), and all components thereof. The Insertion Order shall not be construed in any manner as transferring any rights of ownership of or license to the foregoing, and/or to the features or information therein, except as expressly set forth in the Insertion Order. Under no circumstances will the Insertion Order be construed as granting, by implication, estoppel or otherwise, a license to any intellectual or other property or components thereof other than as specifically granted in the Insertion Order. All rights not expressly granted herein are reserved.

6. Termination.

The Insertion Order may be terminated by either party without cause or liability, provided that a written 24 hours prior notice is given to the other party. Email notice will be considered sufficient. Any and all provisions or obligations contained in the Insertion Order which by their nature or effect are required or intended to be observed or performed after termination of the Insertion Order will survive the expiration or termination of the Insertion Order and remain binding upon and for the benefit of the parties, their successors and permitted assigns.

7. Warranties.

OUTFIT7 represents and warrants that it owns fully and outright all rights, approvals, licenses, consents and permissions as are necessary to perform its obligations of displaying the advertisements and to grant the licenses necessary for implementation of the OUTFIT7 Services.Contractor represents and warrants to OUTFIT7 that it has all necessary rights, power and legal authority to provide the Contractor Services; (b) it is authorized to act on behalf of Advertiser and to bind Advertisers and Trackers to terms that are substantially similar to the terms and conditions of the Insertion Order; (c) the Contractor Services comply with all applicable laws and regulations, including any such laws or regulations relating to privacy, data protection, advertising to children or children's online privacy protection; (d) it will collect, use, store, transfer and disclose any Tracking Data in accordance with: (i) the Section 4.1 of these Direct Advertising General Terms; (ii) its own privacy policy; (e) it shall not breach any of the rights and/or obligations in the Insertion Order.

8. Indemnification.

Each Party (the "Indemnifying Party") shall defend (through its own counsel), indemnify and hold harmless the other Party and the other Party's officers, directors, employees, agents, representatives, service providers and affiliates (the "Indemnified Party") from and against all liabilities, damages, losses, costs and expenses, including attorneys' fees and other legal expenses ("Losses"), arising directly or indirectly from or in connection with any third party claims, actions or proceedings involving any alleged breach by the Indemnifying Party of its representations and warranties contained in the Insertion Order. The Indemnifying Party shall have the right to control the defense and the settlement of any such claim provided that the Indemnifying Party will not agree to any settlement which imposes any obligation or liability on the other Party without such Party's prior written consent, (such consent not to be unreasonably withheld or delayed). In any defense with respect to any matter covered by this paragraph, the Indemnified Party may participate with counsel of its own choosing at its expense. Each Party shall promptly inform the other Party of any third party claims, actions, or proceedings to which it becomes aware that involves the other Party as a result of the Insertion Order.

9. Limitation on liability.

Except with respect to liabilities arising out of either Party's indemnification obligations set forth in Section 8 of these Direct Advertising General Terms and/or either Party's breach of confidentiality obligations set forth in Section 10 of these Direct Advertising General Terms, each Party's total liability arising out of the Insertion Order or such Party's Services, whether based on contract, tort or otherwise, shall not exceed the amount equal to the payments made by Contractor to OUTFIT7 under the Insertion Order during the twelve (12) months prior to the event giving rise to liability. This limitation does not apply to any accrued but unpaid compensation owed by Contractor to OUTFIT7. In no event shall either Party be liable for any special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, including, but not limited to, loss of profits or business, whether based on breach of contract, tort or otherwise, even if such damages are foreseeable and whether or not company has been advised of the possibility thereof.

10. Confidentiality.

"Confidential Information" means any information relating to or disclosed prior to or in the course of the Insertion Order, which is or should reasonably be understood to be confidential. The terms of the Insertion Order are Confidential Information of each Party (not to be disclosed by the other without the written consent of the other). Performance Data is OUTFIT7's Confidential Information.

11. Final Provisions.

11.1. Governing Law and Venue. The Insertion Order will be governed by the laws of England and Wales. Outfit7 and Contractor agree that any claims, legal proceedings, or litigation arising in connection with the Insertion Order will be brought solely in competent court in London, United Kingdom, and the parties' consent to the jurisdiction of such courts.

11.2. An electronic (i.e. PDF, DocuSign, EchoSign) signature by a party shall constitute valid and binding due execution of the Insertion Order by such party and certified electronic signatures of the parties shall be considered to be originals.

OUTFIT7 DIRECT ADVERTISING GENERAL TERMS, v2.0, November 2020

Exhibit A

Advertising Restrictions

Contractor acknowledges that OUTFIT7 and its subsidiaries are a family friendly company and that advertising which could be detrimental in any way to the positioning of its family friendly brands on the market is hereby strictly prohibited. Advertisement content that is also inappropriate to be Displayed on OUTFIT7's web sites and/or Applications is stated below. OUTFIT7 may modify Advertising Restrictions at its sole discretion and shall notify Contractor via email about any modifications to these Advertising Restrictions. Changes to these Advertising Restrictions will become effective 15 days after they are notified to Contractor via email.

I. FORBIDDEN OR RESTRICTED CATEGORIES

1. Adult Content

a) Pornography. Sexually explicit content, published for the purposes of entertainment, is not permitted. This includes but is not limited to photographs and text depicting or describing legal sexual acts between consenting adults.

b) Child Pornography. Advertising is also not permitted for the promotion of child pornography, any sexually suggestive content involving children, or other non-consensual material. This includes teen pornography or other pornography that features potentially underage subjects. Advertisements should not portray or represent anyone who is, or seems to be, under 18 years old in a sexual way.

c) Prostitution. Advertising is not permitted for the promotion of prostitution.

d) Adult Content/Dating applications. Advertisements should not promote any sexual content not appropriate for children, including but not limited to dating applications.

e) Adult themes in family content. Advertisements should not promote content that is made to appear appropriate for a family audience but contains adult themes, including sex, violence, vulgarity, or other depictions of children or popular children's characters.

2. Aids for Passing a Drug Test

Advertisements for drug-cleansing shakes, urine-test additives, and other such items related to helping people pass drug tests are prohibited.

3. Alcohol of Any Kind (Beer, Wine, Hard Liquors, etc.)

Advertising for any kind of alcohol is not allowed.

4. Violence, Graphic Violence and Anti-Group Content and Violence

a) Violence and Graphic Violence. Advertisements may not promote violence or demonstrate graphic violence.

b) Anti-Group Content and Violence. Advertisements may not promote violence against and may also not advocate against any group based on race, color, national origin, religion, disability, sex, age, veteran status, or sexual orientation/gender identity. Advertising texts advocating against any organization or person (public, private, or protected) are not permitted. However, stating a disagreement with or campaigning against a candidate for public office, a political party, or public administration is generally permissible.

5. Weapons (Bombs, Firearms, Ammunition, etc.)

a) Content offering genuine or replica guns, bombs, ammunition, or any other offensive weapon for sale is not permitted.

b) Content glorifying the use of or offering technical information on guns, bombs, ammunition, or other deadly devices is also not allowed.

6. Copyrighted Works

Advertising is not permitted to promote the copying or distribution of copyrighted content without the consent of the copyright holder.

7. Counterfeit Goods

Advertising is not permitted for products that are replicas or imitations of designer goods.

8. Healthcare and Medicines

a) Illegal Drugs and Drug Paraphernalia. Advertisements for illegal drugs (such as marijuana, etc.) and drug accessories, including herbal drugs such as Salvia or magic mushrooms, are prohibited.

b) Prescription Drugs. Advertisements for all prescription drugs (including adult-oriented drugs like Viagra), vitamins, and contraceptives are not allowed.

c) Dietary Supplements. Advertisements promoting any dietary supplements are not allowed.

d) Clinical Trial Recruitment. Advertisements promoting clinical trial recruitment are not allowed.

e) Abortion. Advertisements related to abortion are not allowed.

9. Dumping or Illegal Product Sales

Advertising promoting products or sales that could be interpreted as "product dumping" is not allowed.

10. Fake Documents

Advertising is not permitted for the promotion of fake documents, such as fake IDs, passports, or social security cards. Advertising is also not permitted for the promotion of services that allow people to hire others to take standardized tests for them.

11. Gambling and Betting

Advertisements may not promote sports betting or any other betting products, gambling products or memberships or enrollment in online gambling sites, or any other related content. This prohibition does not apply to legal state lotteries, sweepstakes or fantasy leagues.

12. Hacking and Cracking

Advertising is not permitted for the promotion of hacking or cracking instructions or equipment that would facilitate the illegal access or alteration of software, servers, or websites; sites or products that would enable the illegal access of cell phones and other communication or content-delivery systems/devices; copied or backed-up versions of software, CDs, or DVDs not intended for personal use; and products or services that circumvent digital rights management technologies or technical protection measures for copyrighted works, etc.

13. Hate Content, Obscenity and Indecency

a) Advertising content articulating views intended to cause or incite hatred of any race, religion, creed, class, or ethnic group is not allowed.

b) Advertising content articulating views calculated to cause offense to or incite hatred of any individual or group is not allowed.

c) Advertising content explicitly glorifying or delivering (for the purposes of entertainment) scenes or descriptions of non-consensual pain, suffering, death, torture, or ill treatment of humans or animals is not allowed.

d) Advertising content that is unlawful by reason of obscenity or indecency under prevailing legislation (such as the Obscene Publications Act 1959 and the Protection of Children Act 1978) is also not allowed.

e) Advertisements promoting funeral homes and mortuaries are not allowed.

f) Advertisements with potentially slanderous or libelous content, and vulgar language or proxies for vulgar language (such as "X@#%!") are also not allowed.

14. Miracle Cures

Advertising is not permitted for the promotion of miracle cures, such as "Cure cancer overnight!"

15. Political Content/Campaigns

Advertising where the editorial content is predominantly aimed at furthering the cause of any political party, organized campaign, or informal pressure group is not allowed. This does not include editorial or other comments and discussion on current affairs or news.

16. Scams/Phishing for Personal Data

Advertising phishing for Personal Data is not permitted. Advertisements promoting devices used to collect sensitive Personal Data or money with fake forms or false claims are also not permitted.

17. Tobacco (Cigarettes, Cigars, Pipes, Chewing Tobacco, Electronic Cigarettes etc.)

Advertising is not permitted for tobacco or tobacco-related products.

18. Traffic Devices

Advertising is not permitted for radar jammers, license plate covers, traffic signal changers, or any other related products.

19. Misleading Language and Unsubstantiated, False or Misleading Claims

Misleading language that includes but is not limited to using the word "free" to describe a contest or sweepstakes prize may not be used in Advertisements. Unsubstantiated, false, or misleading claims are also prohibited, as well as any unreasonable or highly unlikely product or service claims.

20. Consumer Loans or Similar Financial Offers

Advertising promoting consumer loans, financial instruments or financial products (such as debt securities, etc.) or similar financial offers is not allowed. Advertising promoting pyramid promotional schemes, crypto currencies, (trading platforms, financial mobile applications aimed at crypto currency users, etc.), highly volatile financial instruments or any advertisement that might have significant financial impacts on End User is also not allowed.

21. Subscription for Goods and/or Services

Advertisements offering subscriptions for goods and/or services are generally not allowed.

Advertisements for social media or chat sites are not allowed unless pre-approved in writing by OUTFIT7.

Advertisements for social casino games are not allowed unless pre-approved in writing by OUTFIT7.

24. Any Advertising that Violates Applicable Laws, Rules or Regulations

Any advertising content that violates applicable laws, rules or regulations, including but not limited to any and all general or sector-specific laws or regulations relating to privacy, data protection, advertising to children or children's online privacy protection, in any country in which Advertisements are Displayed, placed or otherwise made available, is strictly prohibited.

25. Any Advertising that Violates Advertising Standards

Any advertising content that violates or encourages violation of any advertising standards or code of practice, including but not limited to any and all general or sector-specific standards relating to advertising to children, in any country in which Advertisements are Displayed, placed or otherwise made available (such as the CAP Code in the UK, Self-Regulatory Program for Children's Advertising in the US and any equivalent advertising standards code of practice in any other jurisdiction), is strictly prohibited.

26. Advertisements Delivered based solely on automated processing, including profiling, which produce legal effects concerning End User or similarly significantly affects End User

Advertisements Delivered based solely on automated processing, including profiling, which produce legal effects concerning End User or similarly significantly affects End User, are strictly prohibited.

27. Advertisements for "Talking" Mobile Applications

Advertisements for any "talking" mobile applications are strictly prohibited.

28. Similar Names to Outfit7 Brands

Any Advertisements for goods or services that use the names of (or similar to) Outfit7's brands (such as Outfit7, Talking Tom and Friends, Fun Network, Talking name of the character, and any other future OUTFIT7s Marks) are strictly prohibited.

II. ADDITIONAL REQUIREMENTS

The Advertising content must be clearly identifiable as an Advertisement and may not be disguised as editorial content.
Advertisers must fulfill the advertised offer as stated in the Advertisement (they may not, for example, alter any offer periods, product offers, or prices that are stated in the Advertisement).
Where additional Personal Data other than Persistent Identifier is solicited on the Advertiser's landing page:

• Any collection of Personal Data must be in full compliance with all Privacy Laws;

• The Advertiser must comply with all provisions of COPPA, if applicable;

• The Advertiser must comply with all provisions of GDPR, if applicable;

• The Advertiser must clearly explain to the user how the Advertiser intends to use the Personal Data collected; and

• The Advertiser must provide all users with an alternate user experience that doesn't require submitting Personal Data.