TERMS & CONDITIONS
Last Updated and Effective as of January 2026
HOPE Hydration
7901 4th St N # 26251
Saint Petersburg, FL 33702-4305
Terms & Conditions
1. Introduction. The Global H2O Initiative, P.B.C. d.b.a. HOPE Hydration (“we,” “us,” and “our”), a
Delaware public benefit corporation located in the United States of America, provides you, and as
applicable, your Affiliate(s) (as further defined below, collectively, “you”, “your”, or “Advertiser”) our
services and products (each, a “Service”) for your use, subject to your compliance with this Master
Advertising Agreement (“Agreement”), which consists of the following: (a) Master Terms and Conditions set
forth below; the terms and conditions, if any, for each Service set forth below that you and/or your Affiliate(s)
enroll and/or utilize (“Service Terms”), and the applicable insertion order or order form that references this
Master Advertising Agreement (“Order Form”). Capitalized terms used but not defined in the Master Terms
and Conditions or Service Terms have the meanings given to such terms in Appendix A below or the
applicable Order Form. All definitions in the Agreement apply both to their singular and plural forms, as the
context may require.
2. Representative. This Section applies if you are an advertising agency or other entity representing
Advertisers (“Representative”), in which case “Advertiser” means an entity (including a sole proprietor)
that is/will be enrolled in a Service by you.
a. Authorization. Representative represents, warrants, and covenants that: (i) Advertiser is a
disclosed principal, and Representative is an authorized agent of Advertiser and has the legal
authority to enter into the Agreement on behalf of the Advertiser, make all decisions, and take all
actions relating to each Advertiser’s campaign with us, and is entering into the Agreement,
including to do each of the foregoing, (ii) by Representative enrolling an Advertiser in a Service, the
Advertiser is also entering into the Agreement, and (iii) Representative will not, without our prior
written consent: (a) make any representation, guarantee, condition, or warranty concerning a
Service, (b) make any commitments to an Advertiser or potential Advertiser regarding any Service
(e.g., guarantees as to any campaign), or (c) negotiate any terms or conditions related to any
Service which may affect the rights, protections, and/or obligations of HOPE, and/or that are
inconsistent with the Agreement. Upon our request, Representative will promptly deliver to us (x)
written confirmation of the relationship between Representative and Advertiser, including written
verification that designates Representative as the Advertiser’s agent and authorizes
Representative to act on the Advertiser’s behalf in connection with the Agreement, (y) confirmation
that Advertiser has paid to Representative in advance funds sufficient to make payments pursuant
to the Agreement, and (z) notify us if the relationship between Representative and Advertiser
changes during the Term of the Agreement. In the event of a termination of your relationship with
an Advertiser, Representative agrees that such Advertiser may continue to use the ads and
Content for campaigns with us, including account and performance history with respect to
Advertiser’s ads.
3. Use of Content. In order to participate in any Service, you grant the HOPE Entities a non-exclusive,
royalty-free, worldwide license in connection with all Services to format, adapt, and/or truncate your ads in
order to be displayed and distributed through the Distribution Network. None of the HOPE Entities will have
any liability for your ads or Content when used in compliance with the Agreement. A HOPE Entity may
refuse, reject, cancel, or remove any ad, or Content such as for legal, liability, financial, technical, or security
reasons. Your ads may be subject to inventory availability, and the final decision as to ad relevancy is at our
discretion.
4. Charges; Fees. You agree to pay us for all charges and fees incurred in connection with each Service
in which you enroll or utilize, and that our measurements are the definitive measurements used to calculate
your charges and fees. Charges and fees do not include any applicable sales, use, value-added,
withholding, excise, or any other taxes or government charges (collectively, “Taxes”). If we have the legal
obligation to pay or collect Taxes on amounts payable hereunder, the Taxes will be included on your
invoice.
5. Payment Terms. All payments of charges and fees are non-refundable and our property. We will
submit an invoice to you at the e-mail on the applicable Order Form, and you will pay all undisputed charges
in full within 30 days of the invoice date via ACH or wire transfer. If we agree to your written request to send
an invoice to a third party on your behalf (email acceptable), such third party will timely pay the invoice, and
if such party does not pay the invoice, you will promptly pay all such amounts. Any dispute about charges
and fees deposits must be submitted to us in writing within 30 days of the invoice date (email acceptable),
otherwise you waive such dispute, and such charges and fees will be final and not subject to challenge. If
you fail to make payment as set forth herein, we may charge (i) a late fee equal to 1.5% monthly (or the
highest amount allowed by Applicable Law if less than 1.5% monthly) of all undisputed past due charges
and fees, and (ii) all reasonable expenses (including attorneys’ fees and costs) incurred by us in collecting
past due undisputed charges and fees.
6. Term; Termination.
a. Term. These Master Terms and Conditions are effective until terminated by either Party as
permitted in Section 6.b. below. An Order Form may only be terminated for an uncured material
breach as set forth in Section 6.b. below.
b. Termination. These Master Terms and Conditions may be terminated by either Party for any or no
reason upon 30 days prior written notice provided that no Order Form is in effect. The Service
Terms and each Order Form continue until (i) all Services have been performed, or (ii) are
terminated by either Party if the other Party has breached a material term of the Agreement (i.e., the
Master Terms and Conditions, Service Terms, and/or Order Form) and has not cured such breach
within 30 days after receipt of written notice from the non-breaching Party. Notwithstanding the
foregoing or anything to the contrary in the Agreement, we may terminate the Agreement, or
terminate, suspend, or limit your participation in any Service or part thereof for legal, liability,
financial, technical, or security reasons. In addition, we reserve the right at any time to modify or
discontinue offering any Service or part thereof, in which case we will provide a prorated refund of
any prepaid but unused Services. Upon termination of any Service Terms or the suspension or
discontinuation of any Service or your participation therein, your outstanding payment obligations
incurred under each such Service will become immediately due and payable. Sections 2, 4 and 5
(to the extent of accrued but unpaid charges and fees only), 6.b., and 7 through 16 of these Master
Terms and Conditions, those provisions specified in any Service Terms, and the defined terms will
survive expiration or termination of the Agreement.
7. Confidentiality. The receiving Party will not (i) disclose or otherwise make available any Confidential
Information of the other Party, except to employees, contractors, agents, or Affiliates, in each case who
have a legitimate need to know such Confidential Information, and are bound by confidentiality and non-use
obligations no less restrictive than those contained in the Agreement, or (ii) use any Confidential Informationof the disclosing Party except as necessary in connection with the purpose for which such Confidential
Information is disclosed by the disclosing Party, or in connection with, or as set forth in the Agreement.
Notwithstanding the foregoing, the receiving Party may disclose Confidential Information of the disclosing
Party in connection with subpoenas, court orders, other legal processes, or as otherwise required by
Applicable Law, provided that the receiving Party gives the disclosing Party prompt written notice of such
requirement (unless prohibited in writing in such subpoena, court order, or other legal process) prior to such
disclosure and takes reasonable steps to protect the information from public disclosure, and provided
further that any such disclosure is limited to the minimum extent necessary to comply with the legal
requirement. Notwithstanding anything to the contrary in the Agreement, (a) without the other Party’s
consent, a Party may disclose the Agreement (or the existence of the Agreement) to bona fide potential
investors or prospective purchasers of a portion of or all of its assets or beneficial ownership interests,
provided such disclosure is subject to confidentiality and non-use obligations no less restrictive than those
contained in the Agreement, and/or as required by Applicable Law, including any governmental or
regulatory filing, and (b) all data and information gathered or received by us in connection with providing the
applicable Service, including campaign performance data, engagement and statistics/performance metrics,
may be shared with and used by the HOPE Entities, and/or in aggregated and de-identified form with
selected third parties.
8. Representations.
a. Each Party represents, warrants, and covenants that (i) is an entity duly incorporated, organized,
or formed, as applicable, validly existing, and in good standing under the Applicable Laws of its
jurisdiction of incorporation, organization, or formation, as applicable, and has all licenses,
permits, and permissions necessary to carry on its business; (ii) has the full corporate power,
authority, and legal right to enter into, and to perform its duties and obligations under the
Agreement; (iii) has duly authorized the execution, delivery, and performance of the Agreement
and that the Agreement constitutes a legal, valid, and binding obligation of the Party, enforceable
against the Party in accordance with its terms; and (iv) will perform its obligations and exercise its
rights hereunder in accordance with Applicable Laws.
b. You represent, warrant, and covenant that (i) all Content (a) does not violate (1) Applicable Law,
including infringing or misappropriating any copyright, patent, trademark, trade secret, or other
intellectual property right of any person or entity, and/or breaching any duty or right of any person
or entity, such as rights of publicity and/or privacy, or (2) any HOPE policy, guideline, or
specification provided or made available to you at least 14 days prior to (x) the applicable
campaign start date set forth on the applicable Order Form, or (y) a subsequent effective date, (b)
is not false, deceptive, misleading, unethical, defamatory, libelous or threatening, and does not
contain pornographic, hate-related or violent content, (c) is, and will be updated to remain, current
and accurate; (d) is free of viruses and/or other computer programming routines that may damage,
interfere with, or expropriate any HOPE Entity system data or information, or the Distribution
Network; and (e) is either original to you, or you have secured all necessary rights and licenses for
its use as contemplated by the Agreement, and you are responsible for all royalties, payments, and
fees with respect thereto (e.g., performing rights society fees).
c. We represent, warrant, and covenant that the Services will be performed (i) in a timely,
professional, and workmanlike manner by qualified personnel in accordance with applicable
industry standards, and (ii) in accordance with or conforming to the requirements, description, and
scope of the Services and specifications set forth on the Order Form.
9. Indemnification. Each Party will indemnify, defend, and hold harmless the other Party (and in our
case, also the HOPE Entities) and their Affiliates and its and their respective officers, directors, consultants,
contractors, agents, attorneys, and employees (collectively, “Indemnified Entity”) from all third-party
claims, whether actual or alleged, to the extent arising from a Party’s breach of the Agreement (“ Claims”).
In addition, you will indemnify, defend, and hold harmless each HOPE Indemnified Entity from all third-party
claims, whether actual or alleged, that arise out of or in connection with your ads and/or Content used aspermitted by the Agreement (collectively, also “Claims”). The indemnifying Party is solely responsible for
defending all Claims against each Indemnified Entity, subject to such Indemnified Entity’s right to participate
with counsel of its own choosing, at its own expense, and for payment of all judgments, settlements,
damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from the
Claims against an Indemnified Entity, provided that the indemnifying Party will not agree to any settlement
that imposes any obligation or liability on an Indemnified Entity without its prior written consent, not to be
unreasonably withheld.
10. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, (a) EACH
SERVICE (INCLUDING ANY “BETA”/EXPERIMENTAL FEATURES) AND THE DISTRIBUTION
NETWORK ARE PROVIDED ON “AS IS” BASIS, WITHOUT WARRANTY, REPRESENTATION,
CONDITION, OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, AND YOUR USE THEREOF IS
AT YOUR OWN RISK, AND (b) THE PARTIES DISCLAIM ON BEHALF OF THEMSELVES (AND IN OUR
CASE, THE HOPE ENTITIES) ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, OR
GUARANTEES, INCLUDING WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT,
AND FITNESS FOR A PARTICULAR PURPOSE.
11. Limitation of Liability. EXCEPT FOR SECTIONS 4 AND 5 (FOR ACCRUED BUT UNPAID
CHARGES AND FEES), LIABILITY ARISING FROM BREACH OF SECTION 7 (CONFIDENTIALITY),
AND/OR THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, (a) ANY LIABILITY OF YOU AND/OR THE HOPE ENTITIES IN
CONNECTION WITH ANY SERVICE, UNDER ANY CAUSE OF ACTION OR THEORY, IS LIMITED TO
THE AMOUNT PAID OR PAYABLE BY YOU PURSUANT TO THE AGREEMENT IN THE SIX-MONTH
PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM(S), AND (b) IN ADDITION TO ANY
OTHER LIMITATION(S) IN THE AGREEMENT, NEITHER YOU NOR THE HOPE ENTITIES ARE LIABLE
FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES,
INCLUDING DAMAGES FOR LOST REVENUE OR PROFITS, GOODWILL, LOSS OF DATA, OR OTHER
INTANGIBLE LOSSES ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT. IN
ADDITION, YOU WILL NOT HOLD A HOPE COMPANY RESPONSIBLE FOR THE SELECTION OR
RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION
WITH THE AGREEMENT, INCLUDING WITH RESPECT TO DISTRIBUTION OF YOUR ADS AND/OR
CONTENT.
12. Notices. We may give notices to you by email to the address provided by you. You agree to keep your
contact and account information current and correct and promptly notify us in writing of any changes to such
information. You further agree to send all notices to us via recognized overnight courier or certified mail,
return receipt requested, to: Chief Legal Officer, The Global H2O Initiative, P.B.C. d.b.a. HOPE Hydration,
4th St N # 26251 Saint Petersburg, FL 33702-4305
13. Choice of Law; Venue. The terms of the Agreement and any dispute relating thereto or between you
and us will be governed by the laws of the State of Florida, without regard to conflict/choice of law principles.
The United Nations Convention on Contracts for the International Sale of Goods does not apply to the
Agreement. You and we agree to submit to the exclusive jurisdiction of the state and federal courts located
in Miami-Dade County, Florida.
14. Statute of Limitation/Time to File an Action. Each Party agrees that regardless of any statute or law
to the contrary, any claim or cause of action arising out of or related to use of any Service must be filed within
one (1) year after such claim or cause of action arose or be forever barred.
15. Miscellaneous. The Agreement constitutes the entire agreement and understanding between you
and us regarding the subject matter contained herein, and supersedes all other agreements, proposals,
representations, claims, and communications, written and oral, regarding the subject matter contained
herein (including any additional, different, or conflicting terms on any of your forms, emails, or papers). No
terms or conditions other than those set forth in the Agreement will be binding on us unless expressly
agreed to by us in writing. The terms of any specific Service Terms govern only that Service, and not anyother Service, except as specifically referenced in such Service Terms. If there is a conflict between the
Master Terms and Conditions, any Service Terms, and the Order Form, the conflict will be resolved
according to the following order of precedence: (1) Order Form; (2) Service Terms, and (3) Master Terms
and Conditions. Only a written instrument specifically waiving compliance that is executed by whichever of
you or us is entitled to waive such compliance may waive any term and/or condition of the Agreement. No
waiver by you or us of a breach of any provision hereof will be deemed a waiver of any other breach of such
provision or a waiver of the provision. If any provision of the Agreement is held or made invalid or
unenforceable for any reason, such invalidity will not affect the remainder of the Agreement, and the invalid
or unenforceable provision will be replaced by a valid provision that has a similar economic effect. Except
for your payment obligations, neither we nor you will have any liability under the Agreement by reason of any
failure or delay in the performance of our or your obligations on account of strikes, shortages, riots, acts of
terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet and/or electrical outages,
computer viruses, acts of God, war, governmental action, pandemic, epidemic, or any cause that is beyond
our or your reasonable control. You and we are independent contractors and nothing in the Agreement will
be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between
you and us. Except as expressly set forth in the Agreement, neither you nor we will have any right, power, or
authority to create any obligation or responsibility on behalf of the other, and the Agreement is not intended
to benefit, nor will it be deemed to give rise to any rights in, any third party. Notwithstanding the foregoing,
you acknowledge and agree that the HOPE Entities will be third-party beneficiaries to the Agreement and
will be entitled to directly enforce, and rely upon, any provision in the Agreement which confers a benefit on,
or rights in favor of, them. You may not assign, sublicense, or transfer the Agreement or any right or duty
under the Agreement except in connection with the reorganization, reincorporation, merger or sale of all or
substantially all of your assets or stock. Any assignment, transfer, or attempted assignment or transfer in
violation of this Section will be void and of no force or effect. We and our subsequent assignees may assign,
delegate, sublicense, or otherwise transfer from time-to-time the Agreement, or the rights or obligations
hereunder, in whole or in part, to any person or entity such as to our Affiliate(s). Any suggestions,
comments, improvements, ideas, enhancement requests or feedback provided by you with respect to or
relating to any Service may be used by us without compensation or attribution to you, and in connection
therewith, you grant the HOPE Entities a perpetual, irrevocable, fully paid-up, unrestricted right and license
to use any or all of the foregoing. The Services are proprietary to us and are protected by applicable state,
federal, and international intellectual property laws. We retain all rights, title, and interests in the Services,
together with all derivative works, modifications, enhancements, and upgrades, but excluding your ads and
Content. Any rights not expressly granted in the Agreement are reserved by you or us, as applicable, and all
implied licenses are disclaimed. As used in the Agreement, the word “including” is a term of enlargement
meaning “including without limitation” and does not denote exclusivity, and the words “will”, “shall”, and
“must” are deemed to be equivalent and denote a mandatory obligation or prohibition, as applicable. Upon
prior notice, we may change the Agreement at any time by posting such revised Agreement at the URL on
the Order Form or by email, and such revised Agreement will supersede and replace the earlier
Agreement.
16. Electronic Signatures Effective.
a. By clicking on the “I Agree” or similar check-box/button, you create an electronic signature to the
Order Form, establishing a valid and binding contract. Therefore, you agree to accept these terms
and conditions and any other agreement contained or referenced herein or in the Order Form. In
addition, you agree that we may supply you a copy of the Agreement in electronic form. Please print
or save a copy of the Agreement for your records. You also may choose to receive a copy of the
Agreement in non-electronic form at any time by submitting a written request to us at the address
set forth in Section 12, above.
b. You may choose to withdraw your consent to receive the Agreement in electronic form.
Withdrawing your consent to receive the Agreement in electronic form does not change your
existing obligations to us under the Agreement. Instead, withdrawing your consent means that you
wish to have our relationship with you governed by a non-electronic form of the Agreement. If you
wish to withdraw your consent to receive the Agreement in electronic form and to instead enter into
a non-electronic form of the Agreement, please send a letter and self-addressed, stampedenvelope to the address set forth in Section 12, above. We then will send you a non-electronic form
of the Agreement. Your withdrawal of consent will become effective when we mail to you a copy of
the non-electronic form of Agreement, at which point our relationship will be governed by the terms
of such Agreement. In either instance, the obligations that you incur pursuant to the electronic form
of the Agreement, prior to the effective date of the withdrawal of your consent, will remain
unchanged until they are fully satisfied by you.
c. In order to access and retain the electronic Agreement, you must have access to the Internet, either
directly or through devices that access web-based content, and pay any charges associated with
such access. In addition, you must use all equipment necessary to make such connection to the
Internet (e.g., a computer or other access device). We will notify you of any material changes in the
hardware or software requirements needed to access and/or retain the Agreement that create a
material risk that you will not be able to continue to access and/or retain the electronic Agreement.
SERVICE TERMS
DOOH Service Terms
If you participate in the DOOH Service, the following Service Terms apply, which are also governed by the
Master Terms and Conditions, above.
1. Access. We provide you with access to our Service for the purchase of and distribution of advertising
on the Distribution Network for your or your client’s advertising campaigns (“DOOH Service”). We may offer
additional services beyond those described herein, including third-party services. The charges and fees for
such services will be shown on the applicable Order Form or otherwise mutually agreed to by the Parties via
email.
2. Campaigns. You agree to pay for all impressions of the ads that are delivered for each campaign you
purchased. If a campaign is approved, the ads will be displayed as set forth on the applicable Order Form.
We will use good faith efforts to deliver the number of impressions within the time period stated in the
applicable Order Form. All ads must comply with our then current policies, guidelines and specifications
provided or made available to you at least 14 days prior to (i) the applicable campaign start date set forth on
the applicable Order Form or (ii) a subsequent effective date.
3. Reporting. We will provide the following standard monthly and end of campaign reporting unless
otherwise specified in the applicable Order Form: (a) total impressions delivered; (b) flight dates and pacing;
(c) share of voice (if applicable); and (d) a summary of delivery by location or market, to the extent available.
4. Termination; Effects of Termination. Notwithstanding Section 6 of the Master Terms and
Conditions, you may not terminate these DOOH Service Terms until the end date of all campaigns set each
Order Form, except for an uncured material breach by us that is not cured within 30 days of receipt of written
notice specifying the material breach. Accordingly, you are responsible for paying for all impressions on
your ads that are delivered. Sections 2 (first sentence) and 3 of these DOOH Service Terms will survive
termination or expiration of these DOOH Service Terms.
APPENDIX A
Definitions:
1. “Affiliate” means, with respect to an entity, any other entity that directly or indirectly controls, is
controlled by, or is under common control with such entity;
2. “Applicable Law” means, with respect to each of the Parties, any and all federal, state, provincial
and local laws, administrative codes, ordinances, directives, treaties, governmental regulations,and Federal Trade Commission guidelines applicable to such Party or its activities in connection
with the Agreement. For clarity, “Applicable Law” does not include guidelines or rules of, or the
requirement of membership in, any industry or trade association;
3. “Confidential Information” means information of a business, financial, or legal nature relating to
the business of the disclosing Party, as well as its Affiliates and/or clients that is marked as
“confidential” or “proprietary, or which should reasonably be interpreted to be confidential,
proprietary, or trade secret information. Confidential Information may also include information
disclosed to a disclosing Party by third parties. Confidential Information does not include any
information which: (a) was publicly known and made generally available in the public domain prior
to disclosure by the disclosing Party; (b) becomes publicly known and made generally available
after disclosure by the disclosing Party through no fault of the receiving Party or anyone to whom
the receiving Party discloses the other Party’s Confidential Information; (c) is already in the
possession of the receiving Party at the time of disclosure by the disclosing Party; (d) is obtained by
the receiving Party from a third party without a breach of such third party’s obligations of
confidentiality; or (e) is independently developed by the receiving Party without use of or reference
to the other Party’s Confidential Information;
4. “Content” means individually and collectively, all information you provide or is provided on your
behalf, use, or approve (including our suggestions) in connection with the Agreement, including all
ad content, creative, trademarks, service marks, and ad target options;
5. “Distribution Network” means the network of advertising channels through which we distribute
ads, including our digital out of home distribution platform of non-residential digital screens
(“DOOH”);
6. “Distribution Network Entities” means each third party distributing your ads and/or Content
through the Distribution Network;
7. “DOOH” is defined as set forth in Section 5, above;
8. “HOPE Entities” are HOPE and its Affiliates, and their officers, directors, consultants, contractors,
agents, attorneys, employees, third-party service providers, and Distribution Network Entities;
9. “Party” or “Parties” means you or us, and collectively, you and us; and
10. “you” and “your” mean the person or entity entering into the Agreement, and as applicable, your
agents, advertising agency representatives, consultants, contractors, Advertiser (defined above)
and any person or entity acting or apparently acting on your behalf, and your and any Advertiser
Affiliate that accesses or utilizes a Service.
Last Updated and Effective as of January 2026
HOPE Hydration
7901 4th St N # 26251
Saint Petersburg, FL 33702-4305
Terms & Conditions
1. Introduction. The Global H2O Initiative, P.B.C. d.b.a. HOPE Hydration (“we,” “us,” and “our”), a
Delaware public benefit corporation located in the United States of America, provides you, and as
applicable, your Affiliate(s) (as further defined below, collectively, “you”, “your”, or “Advertiser”) our
services and products (each, a “Service”) for your use, subject to your compliance with this Master
Advertising Agreement (“Agreement”), which consists of the following: (a) Master Terms and Conditions set
forth below; the terms and conditions, if any, for each Service set forth below that you and/or your Affiliate(s)
enroll and/or utilize (“Service Terms”), and the applicable insertion order or order form that references this
Master Advertising Agreement (“Order Form”). Capitalized terms used but not defined in the Master Terms
and Conditions or Service Terms have the meanings given to such terms in Appendix A below or the
applicable Order Form. All definitions in the Agreement apply both to their singular and plural forms, as the
context may require.
2. Representative. This Section applies if you are an advertising agency or other entity representing
Advertisers (“Representative”), in which case “Advertiser” means an entity (including a sole proprietor)
that is/will be enrolled in a Service by you.
a. Authorization. Representative represents, warrants, and covenants that: (i) Advertiser is a
disclosed principal, and Representative is an authorized agent of Advertiser and has the legal
authority to enter into the Agreement on behalf of the Advertiser, make all decisions, and take all
actions relating to each Advertiser’s campaign with us, and is entering into the Agreement,
including to do each of the foregoing, (ii) by Representative enrolling an Advertiser in a Service, the
Advertiser is also entering into the Agreement, and (iii) Representative will not, without our prior
written consent: (a) make any representation, guarantee, condition, or warranty concerning a
Service, (b) make any commitments to an Advertiser or potential Advertiser regarding any Service
(e.g., guarantees as to any campaign), or (c) negotiate any terms or conditions related to any
Service which may affect the rights, protections, and/or obligations of HOPE, and/or that are
inconsistent with the Agreement. Upon our request, Representative will promptly deliver to us (x)
written confirmation of the relationship between Representative and Advertiser, including written
verification that designates Representative as the Advertiser’s agent and authorizes
Representative to act on the Advertiser’s behalf in connection with the Agreement, (y) confirmation
that Advertiser has paid to Representative in advance funds sufficient to make payments pursuant
to the Agreement, and (z) notify us if the relationship between Representative and Advertiser
changes during the Term of the Agreement. In the event of a termination of your relationship with
an Advertiser, Representative agrees that such Advertiser may continue to use the ads and
Content for campaigns with us, including account and performance history with respect to
Advertiser’s ads.
3. Use of Content. In order to participate in any Service, you grant the HOPE Entities a non-exclusive,
royalty-free, worldwide license in connection with all Services to format, adapt, and/or truncate your ads in
order to be displayed and distributed through the Distribution Network. None of the HOPE Entities will have
any liability for your ads or Content when used in compliance with the Agreement. A HOPE Entity may
refuse, reject, cancel, or remove any ad, or Content such as for legal, liability, financial, technical, or security
reasons. Your ads may be subject to inventory availability, and the final decision as to ad relevancy is at our
discretion.
4. Charges; Fees. You agree to pay us for all charges and fees incurred in connection with each Service
in which you enroll or utilize, and that our measurements are the definitive measurements used to calculate
your charges and fees. Charges and fees do not include any applicable sales, use, value-added,
withholding, excise, or any other taxes or government charges (collectively, “Taxes”). If we have the legal
obligation to pay or collect Taxes on amounts payable hereunder, the Taxes will be included on your
invoice.
5. Payment Terms. All payments of charges and fees are non-refundable and our property. We will
submit an invoice to you at the e-mail on the applicable Order Form, and you will pay all undisputed charges
in full within 30 days of the invoice date via ACH or wire transfer. If we agree to your written request to send
an invoice to a third party on your behalf (email acceptable), such third party will timely pay the invoice, and
if such party does not pay the invoice, you will promptly pay all such amounts. Any dispute about charges
and fees deposits must be submitted to us in writing within 30 days of the invoice date (email acceptable),
otherwise you waive such dispute, and such charges and fees will be final and not subject to challenge. If
you fail to make payment as set forth herein, we may charge (i) a late fee equal to 1.5% monthly (or the
highest amount allowed by Applicable Law if less than 1.5% monthly) of all undisputed past due charges
and fees, and (ii) all reasonable expenses (including attorneys’ fees and costs) incurred by us in collecting
past due undisputed charges and fees.
6. Term; Termination.
a. Term. These Master Terms and Conditions are effective until terminated by either Party as
permitted in Section 6.b. below. An Order Form may only be terminated for an uncured material
breach as set forth in Section 6.b. below.
b. Termination. These Master Terms and Conditions may be terminated by either Party for any or no
reason upon 30 days prior written notice provided that no Order Form is in effect. The Service
Terms and each Order Form continue until (i) all Services have been performed, or (ii) are
terminated by either Party if the other Party has breached a material term of the Agreement (i.e., the
Master Terms and Conditions, Service Terms, and/or Order Form) and has not cured such breach
within 30 days after receipt of written notice from the non-breaching Party. Notwithstanding the
foregoing or anything to the contrary in the Agreement, we may terminate the Agreement, or
terminate, suspend, or limit your participation in any Service or part thereof for legal, liability,
financial, technical, or security reasons. In addition, we reserve the right at any time to modify or
discontinue offering any Service or part thereof, in which case we will provide a prorated refund of
any prepaid but unused Services. Upon termination of any Service Terms or the suspension or
discontinuation of any Service or your participation therein, your outstanding payment obligations
incurred under each such Service will become immediately due and payable. Sections 2, 4 and 5
(to the extent of accrued but unpaid charges and fees only), 6.b., and 7 through 16 of these Master
Terms and Conditions, those provisions specified in any Service Terms, and the defined terms will
survive expiration or termination of the Agreement.
7. Confidentiality. The receiving Party will not (i) disclose or otherwise make available any Confidential
Information of the other Party, except to employees, contractors, agents, or Affiliates, in each case who
have a legitimate need to know such Confidential Information, and are bound by confidentiality and non-use
obligations no less restrictive than those contained in the Agreement, or (ii) use any Confidential Informationof the disclosing Party except as necessary in connection with the purpose for which such Confidential
Information is disclosed by the disclosing Party, or in connection with, or as set forth in the Agreement.
Notwithstanding the foregoing, the receiving Party may disclose Confidential Information of the disclosing
Party in connection with subpoenas, court orders, other legal processes, or as otherwise required by
Applicable Law, provided that the receiving Party gives the disclosing Party prompt written notice of such
requirement (unless prohibited in writing in such subpoena, court order, or other legal process) prior to such
disclosure and takes reasonable steps to protect the information from public disclosure, and provided
further that any such disclosure is limited to the minimum extent necessary to comply with the legal
requirement. Notwithstanding anything to the contrary in the Agreement, (a) without the other Party’s
consent, a Party may disclose the Agreement (or the existence of the Agreement) to bona fide potential
investors or prospective purchasers of a portion of or all of its assets or beneficial ownership interests,
provided such disclosure is subject to confidentiality and non-use obligations no less restrictive than those
contained in the Agreement, and/or as required by Applicable Law, including any governmental or
regulatory filing, and (b) all data and information gathered or received by us in connection with providing the
applicable Service, including campaign performance data, engagement and statistics/performance metrics,
may be shared with and used by the HOPE Entities, and/or in aggregated and de-identified form with
selected third parties.
8. Representations.
a. Each Party represents, warrants, and covenants that (i) is an entity duly incorporated, organized,
or formed, as applicable, validly existing, and in good standing under the Applicable Laws of its
jurisdiction of incorporation, organization, or formation, as applicable, and has all licenses,
permits, and permissions necessary to carry on its business; (ii) has the full corporate power,
authority, and legal right to enter into, and to perform its duties and obligations under the
Agreement; (iii) has duly authorized the execution, delivery, and performance of the Agreement
and that the Agreement constitutes a legal, valid, and binding obligation of the Party, enforceable
against the Party in accordance with its terms; and (iv) will perform its obligations and exercise its
rights hereunder in accordance with Applicable Laws.
b. You represent, warrant, and covenant that (i) all Content (a) does not violate (1) Applicable Law,
including infringing or misappropriating any copyright, patent, trademark, trade secret, or other
intellectual property right of any person or entity, and/or breaching any duty or right of any person
or entity, such as rights of publicity and/or privacy, or (2) any HOPE policy, guideline, or
specification provided or made available to you at least 14 days prior to (x) the applicable
campaign start date set forth on the applicable Order Form, or (y) a subsequent effective date, (b)
is not false, deceptive, misleading, unethical, defamatory, libelous or threatening, and does not
contain pornographic, hate-related or violent content, (c) is, and will be updated to remain, current
and accurate; (d) is free of viruses and/or other computer programming routines that may damage,
interfere with, or expropriate any HOPE Entity system data or information, or the Distribution
Network; and (e) is either original to you, or you have secured all necessary rights and licenses for
its use as contemplated by the Agreement, and you are responsible for all royalties, payments, and
fees with respect thereto (e.g., performing rights society fees).
c. We represent, warrant, and covenant that the Services will be performed (i) in a timely,
professional, and workmanlike manner by qualified personnel in accordance with applicable
industry standards, and (ii) in accordance with or conforming to the requirements, description, and
scope of the Services and specifications set forth on the Order Form.
9. Indemnification. Each Party will indemnify, defend, and hold harmless the other Party (and in our
case, also the HOPE Entities) and their Affiliates and its and their respective officers, directors, consultants,
contractors, agents, attorneys, and employees (collectively, “Indemnified Entity”) from all third-party
claims, whether actual or alleged, to the extent arising from a Party’s breach of the Agreement (“ Claims”).
In addition, you will indemnify, defend, and hold harmless each HOPE Indemnified Entity from all third-party
claims, whether actual or alleged, that arise out of or in connection with your ads and/or Content used aspermitted by the Agreement (collectively, also “Claims”). The indemnifying Party is solely responsible for
defending all Claims against each Indemnified Entity, subject to such Indemnified Entity’s right to participate
with counsel of its own choosing, at its own expense, and for payment of all judgments, settlements,
damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from the
Claims against an Indemnified Entity, provided that the indemnifying Party will not agree to any settlement
that imposes any obligation or liability on an Indemnified Entity without its prior written consent, not to be
unreasonably withheld.
10. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, (a) EACH
SERVICE (INCLUDING ANY “BETA”/EXPERIMENTAL FEATURES) AND THE DISTRIBUTION
NETWORK ARE PROVIDED ON “AS IS” BASIS, WITHOUT WARRANTY, REPRESENTATION,
CONDITION, OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, AND YOUR USE THEREOF IS
AT YOUR OWN RISK, AND (b) THE PARTIES DISCLAIM ON BEHALF OF THEMSELVES (AND IN OUR
CASE, THE HOPE ENTITIES) ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, OR
GUARANTEES, INCLUDING WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT,
AND FITNESS FOR A PARTICULAR PURPOSE.
11. Limitation of Liability. EXCEPT FOR SECTIONS 4 AND 5 (FOR ACCRUED BUT UNPAID
CHARGES AND FEES), LIABILITY ARISING FROM BREACH OF SECTION 7 (CONFIDENTIALITY),
AND/OR THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, (a) ANY LIABILITY OF YOU AND/OR THE HOPE ENTITIES IN
CONNECTION WITH ANY SERVICE, UNDER ANY CAUSE OF ACTION OR THEORY, IS LIMITED TO
THE AMOUNT PAID OR PAYABLE BY YOU PURSUANT TO THE AGREEMENT IN THE SIX-MONTH
PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM(S), AND (b) IN ADDITION TO ANY
OTHER LIMITATION(S) IN THE AGREEMENT, NEITHER YOU NOR THE HOPE ENTITIES ARE LIABLE
FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES,
INCLUDING DAMAGES FOR LOST REVENUE OR PROFITS, GOODWILL, LOSS OF DATA, OR OTHER
INTANGIBLE LOSSES ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT. IN
ADDITION, YOU WILL NOT HOLD A HOPE COMPANY RESPONSIBLE FOR THE SELECTION OR
RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION
WITH THE AGREEMENT, INCLUDING WITH RESPECT TO DISTRIBUTION OF YOUR ADS AND/OR
CONTENT.
12. Notices. We may give notices to you by email to the address provided by you. You agree to keep your
contact and account information current and correct and promptly notify us in writing of any changes to such
information. You further agree to send all notices to us via recognized overnight courier or certified mail,
return receipt requested, to: Chief Legal Officer, The Global H2O Initiative, P.B.C. d.b.a. HOPE Hydration,
4th St N # 26251 Saint Petersburg, FL 33702-4305
13. Choice of Law; Venue. The terms of the Agreement and any dispute relating thereto or between you
and us will be governed by the laws of the State of Florida, without regard to conflict/choice of law principles.
The United Nations Convention on Contracts for the International Sale of Goods does not apply to the
Agreement. You and we agree to submit to the exclusive jurisdiction of the state and federal courts located
in Miami-Dade County, Florida.
14. Statute of Limitation/Time to File an Action. Each Party agrees that regardless of any statute or law
to the contrary, any claim or cause of action arising out of or related to use of any Service must be filed within
one (1) year after such claim or cause of action arose or be forever barred.
15. Miscellaneous. The Agreement constitutes the entire agreement and understanding between you
and us regarding the subject matter contained herein, and supersedes all other agreements, proposals,
representations, claims, and communications, written and oral, regarding the subject matter contained
herein (including any additional, different, or conflicting terms on any of your forms, emails, or papers). No
terms or conditions other than those set forth in the Agreement will be binding on us unless expressly
agreed to by us in writing. The terms of any specific Service Terms govern only that Service, and not anyother Service, except as specifically referenced in such Service Terms. If there is a conflict between the
Master Terms and Conditions, any Service Terms, and the Order Form, the conflict will be resolved
according to the following order of precedence: (1) Order Form; (2) Service Terms, and (3) Master Terms
and Conditions. Only a written instrument specifically waiving compliance that is executed by whichever of
you or us is entitled to waive such compliance may waive any term and/or condition of the Agreement. No
waiver by you or us of a breach of any provision hereof will be deemed a waiver of any other breach of such
provision or a waiver of the provision. If any provision of the Agreement is held or made invalid or
unenforceable for any reason, such invalidity will not affect the remainder of the Agreement, and the invalid
or unenforceable provision will be replaced by a valid provision that has a similar economic effect. Except
for your payment obligations, neither we nor you will have any liability under the Agreement by reason of any
failure or delay in the performance of our or your obligations on account of strikes, shortages, riots, acts of
terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet and/or electrical outages,
computer viruses, acts of God, war, governmental action, pandemic, epidemic, or any cause that is beyond
our or your reasonable control. You and we are independent contractors and nothing in the Agreement will
be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between
you and us. Except as expressly set forth in the Agreement, neither you nor we will have any right, power, or
authority to create any obligation or responsibility on behalf of the other, and the Agreement is not intended
to benefit, nor will it be deemed to give rise to any rights in, any third party. Notwithstanding the foregoing,
you acknowledge and agree that the HOPE Entities will be third-party beneficiaries to the Agreement and
will be entitled to directly enforce, and rely upon, any provision in the Agreement which confers a benefit on,
or rights in favor of, them. You may not assign, sublicense, or transfer the Agreement or any right or duty
under the Agreement except in connection with the reorganization, reincorporation, merger or sale of all or
substantially all of your assets or stock. Any assignment, transfer, or attempted assignment or transfer in
violation of this Section will be void and of no force or effect. We and our subsequent assignees may assign,
delegate, sublicense, or otherwise transfer from time-to-time the Agreement, or the rights or obligations
hereunder, in whole or in part, to any person or entity such as to our Affiliate(s). Any suggestions,
comments, improvements, ideas, enhancement requests or feedback provided by you with respect to or
relating to any Service may be used by us without compensation or attribution to you, and in connection
therewith, you grant the HOPE Entities a perpetual, irrevocable, fully paid-up, unrestricted right and license
to use any or all of the foregoing. The Services are proprietary to us and are protected by applicable state,
federal, and international intellectual property laws. We retain all rights, title, and interests in the Services,
together with all derivative works, modifications, enhancements, and upgrades, but excluding your ads and
Content. Any rights not expressly granted in the Agreement are reserved by you or us, as applicable, and all
implied licenses are disclaimed. As used in the Agreement, the word “including” is a term of enlargement
meaning “including without limitation” and does not denote exclusivity, and the words “will”, “shall”, and
“must” are deemed to be equivalent and denote a mandatory obligation or prohibition, as applicable. Upon
prior notice, we may change the Agreement at any time by posting such revised Agreement at the URL on
the Order Form or by email, and such revised Agreement will supersede and replace the earlier
Agreement.
16. Electronic Signatures Effective.
a. By clicking on the “I Agree” or similar check-box/button, you create an electronic signature to the
Order Form, establishing a valid and binding contract. Therefore, you agree to accept these terms
and conditions and any other agreement contained or referenced herein or in the Order Form. In
addition, you agree that we may supply you a copy of the Agreement in electronic form. Please print
or save a copy of the Agreement for your records. You also may choose to receive a copy of the
Agreement in non-electronic form at any time by submitting a written request to us at the address
set forth in Section 12, above.
b. You may choose to withdraw your consent to receive the Agreement in electronic form.
Withdrawing your consent to receive the Agreement in electronic form does not change your
existing obligations to us under the Agreement. Instead, withdrawing your consent means that you
wish to have our relationship with you governed by a non-electronic form of the Agreement. If you
wish to withdraw your consent to receive the Agreement in electronic form and to instead enter into
a non-electronic form of the Agreement, please send a letter and self-addressed, stampedenvelope to the address set forth in Section 12, above. We then will send you a non-electronic form
of the Agreement. Your withdrawal of consent will become effective when we mail to you a copy of
the non-electronic form of Agreement, at which point our relationship will be governed by the terms
of such Agreement. In either instance, the obligations that you incur pursuant to the electronic form
of the Agreement, prior to the effective date of the withdrawal of your consent, will remain
unchanged until they are fully satisfied by you.
c. In order to access and retain the electronic Agreement, you must have access to the Internet, either
directly or through devices that access web-based content, and pay any charges associated with
such access. In addition, you must use all equipment necessary to make such connection to the
Internet (e.g., a computer or other access device). We will notify you of any material changes in the
hardware or software requirements needed to access and/or retain the Agreement that create a
material risk that you will not be able to continue to access and/or retain the electronic Agreement.
SERVICE TERMS
DOOH Service Terms
If you participate in the DOOH Service, the following Service Terms apply, which are also governed by the
Master Terms and Conditions, above.
1. Access. We provide you with access to our Service for the purchase of and distribution of advertising
on the Distribution Network for your or your client’s advertising campaigns (“DOOH Service”). We may offer
additional services beyond those described herein, including third-party services. The charges and fees for
such services will be shown on the applicable Order Form or otherwise mutually agreed to by the Parties via
email.
2. Campaigns. You agree to pay for all impressions of the ads that are delivered for each campaign you
purchased. If a campaign is approved, the ads will be displayed as set forth on the applicable Order Form.
We will use good faith efforts to deliver the number of impressions within the time period stated in the
applicable Order Form. All ads must comply with our then current policies, guidelines and specifications
provided or made available to you at least 14 days prior to (i) the applicable campaign start date set forth on
the applicable Order Form or (ii) a subsequent effective date.
3. Reporting. We will provide the following standard monthly and end of campaign reporting unless
otherwise specified in the applicable Order Form: (a) total impressions delivered; (b) flight dates and pacing;
(c) share of voice (if applicable); and (d) a summary of delivery by location or market, to the extent available.
4. Termination; Effects of Termination. Notwithstanding Section 6 of the Master Terms and
Conditions, you may not terminate these DOOH Service Terms until the end date of all campaigns set each
Order Form, except for an uncured material breach by us that is not cured within 30 days of receipt of written
notice specifying the material breach. Accordingly, you are responsible for paying for all impressions on
your ads that are delivered. Sections 2 (first sentence) and 3 of these DOOH Service Terms will survive
termination or expiration of these DOOH Service Terms.
APPENDIX A
Definitions:
1. “Affiliate” means, with respect to an entity, any other entity that directly or indirectly controls, is
controlled by, or is under common control with such entity;
2. “Applicable Law” means, with respect to each of the Parties, any and all federal, state, provincial
and local laws, administrative codes, ordinances, directives, treaties, governmental regulations,and Federal Trade Commission guidelines applicable to such Party or its activities in connection
with the Agreement. For clarity, “Applicable Law” does not include guidelines or rules of, or the
requirement of membership in, any industry or trade association;
3. “Confidential Information” means information of a business, financial, or legal nature relating to
the business of the disclosing Party, as well as its Affiliates and/or clients that is marked as
“confidential” or “proprietary, or which should reasonably be interpreted to be confidential,
proprietary, or trade secret information. Confidential Information may also include information
disclosed to a disclosing Party by third parties. Confidential Information does not include any
information which: (a) was publicly known and made generally available in the public domain prior
to disclosure by the disclosing Party; (b) becomes publicly known and made generally available
after disclosure by the disclosing Party through no fault of the receiving Party or anyone to whom
the receiving Party discloses the other Party’s Confidential Information; (c) is already in the
possession of the receiving Party at the time of disclosure by the disclosing Party; (d) is obtained by
the receiving Party from a third party without a breach of such third party’s obligations of
confidentiality; or (e) is independently developed by the receiving Party without use of or reference
to the other Party’s Confidential Information;
4. “Content” means individually and collectively, all information you provide or is provided on your
behalf, use, or approve (including our suggestions) in connection with the Agreement, including all
ad content, creative, trademarks, service marks, and ad target options;
5. “Distribution Network” means the network of advertising channels through which we distribute
ads, including our digital out of home distribution platform of non-residential digital screens
(“DOOH”);
6. “Distribution Network Entities” means each third party distributing your ads and/or Content
through the Distribution Network;
7. “DOOH” is defined as set forth in Section 5, above;
8. “HOPE Entities” are HOPE and its Affiliates, and their officers, directors, consultants, contractors,
agents, attorneys, employees, third-party service providers, and Distribution Network Entities;
9. “Party” or “Parties” means you or us, and collectively, you and us; and
10. “you” and “your” mean the person or entity entering into the Agreement, and as applicable, your
agents, advertising agency representatives, consultants, contractors, Advertiser (defined above)
and any person or entity acting or apparently acting on your behalf, and your and any Advertiser
Affiliate that accesses or utilizes a Service.