Terms of Service - Stijg Media

Effective date: October 23, 2025

1. Interpretation

In these Conditions:

1.1 Massachusetts Consumer Law means consumer protection laws applicable in the Commonwealth of Massachusetts, including but not limited to Massachusetts General Laws Chapter 93A (Consumer Protection Act) and applicable federal consumer protection statutes.

1.2 Authorized Persons means the Recipient's officers, employees, financiers and contracted professional advisers who reasonably require access to Confidential Information for the purposes of this Contract.

1.3 Business Day means a day that is not a Saturday, Sunday or public holiday in Massachusetts.

1.4 Confidential Information means all Information relating to the affairs of the Provider disclosed or made available to the Recipient or an Authorized Person by or on behalf of the Provider for the purposes of this Contract and includes:

1.4.1 Information that is by its nature confidential;

1.4.2 Information that is identified as confidential;

1.4.3 Information that the Recipient or Authorized Person knows or ought to know is confidential;

1.4.4 Information comprised in or relating to any Intellectual Property Rights of the Provider or any other person;

1.4.5 Information relating to the financial position of the Provider or any other person;

1.4.6 Information that has any actual or potential commercial value to the Provider or to any other person; and

1.4.7 Derived Information.

1.5 Client means the Client specified in the Quotation or if there is no such quotation, or there is no Client specified in the quotation, the receiver of the Services from Stijg Media LLC and includes any servants, agents, or contractors acting on behalf of the Client where the context permits.

1.6 Conditions means these terms and conditions.

1.7 Consequential Loss includes any loss of data or profits, loss of anticipated savings, economic loss or interruption of business or any other indirect or consequential loss.

1.8 Consumer means a "consumer" as that term is defined under applicable Massachusetts and federal consumer protection laws.

1.9 Consumer Guarantees means the consumer guarantees and protections under applicable Massachusetts and federal consumer protection laws.

1.10 Contract means a contract for the supply of Services in accordance with these Conditions, as evidenced by the acceptance of any Proposal and Quotation in accordance with clause 3 from the Client to Stijg Media LLC.

1.11 Derived Information means any information derived or produced by the Recipient or any Authorized Person wholly or partially from any Confidential Information.

1.12 Disbursements means third party costs incurred by Stijg Media LLC on behalf of the Client which from time to time may be listed in the Quotation or otherwise advised to the Client by Stijg Media LLC in writing.

1.13 Pandadoc means the website pandadoc.com or app.pandadoc.com, or any other website operated by Pandadoc from time to time.

1.14 End Date means the end date specified in the Quotation, unless automatically renewed in accordance with clause 6.2.

1.15 Stijg Media LLC means the Sole proprietorship Stijg Media LLC, owned by Adriaan van Swieten.

1.16 Implied Terms means any guarantees, conditions, warranties or other terms implied by any Massachusetts, State or Federal laws (excluding the Massachusetts Consumer Law), or the laws of any other jurisdiction.

1.17 Information means information of any nature, knowledge, technology, ideas, technical data, concepts, techniques, processes, formulae, expertise, models, drafts and diagrams, drawings, computer programs, source codes, object codes, user manuals, programming manuals, modification manuals, flow charts, software listings, trade secrets, inventions, discoveries, designs, methods, knowhow, and any other scientific, computing, technical or manufacturing information and data whether recorded or not.

1.18 Intellectual Property and Intellectual Property Rights include property and rights in connection with copyright (including future copyright and rights in the nature of or analogous to copyright), know-how, trade mark, service mark, design, inventions (including patents), semi-conductor or circuit layout rights, trade, business or company names, or other proprietary rights, or any rights to registration of such rights (including all renewals and extensions) whether created before or on or after this agreement.

1.19 Liabilities means liabilities, losses, damages, actions, causes of action, arbitrations, claims, orders, judgments, outgoings, costs (including legal costs calculated on a solicitor and own client basis) and expenses, whether present or future, actual or contingent.

1.20 Proposal means any Proposal for Services put forward by Stijg Media LLC to the Client, which will be subject to a Quotation and these Conditions.

1.21 Provider means a party who discloses or authorizes the disclosure of Information for the purposes of this Contract.

1.22 Quotation means a quotation supplied by Stijg Media LLC to the Client in respect of the Services.

1.23 Recipient means a party to whom Information is disclosed for the purposes of this Contract.

1.24 Services means the services provided by Stijg Media LLC, being a full-service digital marketing agency specializing in SEO, sales funnels, branding and corporate identity development and website development, to the Client from time to time and which are the subject of a Quotation.

1.25 SEO means Search Engine Optimization.

1.26 Start Date means the start date for the Services as outlined in the Quotation.

1.27 Subcontractor means any third-party individual or entity engaged by Stijg Media LLC to perform a substantive portion of the Services on behalf of Stijg Media LLC. For clarity, "Subcontractor" does not include third-party tools, software platforms, hosting providers, payment processors, email services, design tools, or other technology services used by Stijg Media LLC in the ordinary course of business.

1.28 Term means the term during which Stijg Media LLC will provide the Services to the Client, which will commence on the Start Date and end on the earlier of the End Date and the date of cancellation of the Contract in accordance with these Conditions.

1.29 Third-Party Tools means software, platforms, services, or technology provided by third parties that Stijg Media LLC uses in the ordinary course of providing Services, including but not limited to hosting services, content delivery networks, analytics platforms, design software, project management tools, email services, and payment processors.

2. General

2.1 These Conditions apply to all Services provided by Stijg Media LLC from the date of publication of these Conditions to Stijg Media LLC's Clients and the Client is deemed to have read and accepted these Conditions when accepting a Proposal and Quotation in accordance with clause 3.

2.2 These Conditions shall prevail over all inconsistencies in a Proposal and Quotation, unless Stijg Media LLC expressly agrees otherwise and that agreement is acknowledged in writing.

2.3 Stijg Media LLC may vary these Conditions and any such variations will have effect from the date of publication to the Clients of Stijg Media LLC.

3. Acceptance of the Contract

3.1 The Client is deemed to have accepted the Quotation provided by Stijg Media LLC and the terms of the Contract by:

3.1.1 acceptance by e-signing through Pandadoc;

3.1.2 signing and returning the acceptance contained in the Quotation; or

3.1.3 making any payment or part-payment to Stijg Media LLC for the Services; or

3.1.4 instructing Stijg Media LLC verbally to commence or continue providing the Services;

3.1.5 providing a written acceptance, whether by post, email correspondence, fax or other means, stating that the Client accepts the Quotation or instructing Stijg Media LLC to commence providing the Services; or

3.1.6 paying any invoices for payment issued by Stijg Media LLC calculated by the terms of this Contract.

4. Provision of the Services

4.1 Any timeframes for provision of the Services made known to the Client are estimates only and Stijg Media LLC is not liable for late provision or non-provision of the Services where such delay is caused by factors outside of Stijg Media LLC's reasonable control, including but not limited to Client delays in providing necessary materials, information, or approvals, third-party platform failures, or force majeure events.

4.2 The Client may cancel an accepted Quotation for Services if Stijg Media LLC is unable to deliver the Services within 45 days of any specified timeframe for the provision of Services, provided that such delay is solely attributable to Stijg Media LLC and not due to Client-caused delays, changes in scope, or third-party factors beyond Stijg Media LLC's control. Upon such cancellation, the Client shall be entitled to a refund of any fees paid for Services not yet rendered, less any costs already incurred or work already completed by Stijg Media LLC.

4.3 Except where clause 4.2 applies:

4.3.1 Stijg Media LLC is not liable for any loss, damage or delay occasioned to the Client or its customers arising from late or non-provision of the Services;

4.3.2 late provision or non-provision does not vary these Conditions or relieve the Client from its obligations to accept and pay for the Services.

5. Information and Materials Provided by the Client for the Services

5.1 The Client must provide to Stijg Media LLC on the Start Date or as soon as reasonably practicable:

5.1.1 all information, access credentials, documentation, and materials reasonably required by Stijg Media LLC to provide the Services;

5.1.2 access to any systems, platforms, or third-party services necessary for Stijg Media LLC to perform the Services; and

5.1.3 timely responses to requests for clarification, approvals, or decisions necessary for the provision of Services.

5.2 The Client acknowledges that delays in providing the information, materials, access, or approvals described in clause 5.1 may delay the provision of Services and may affect project timelines.

5.3 The Client warrants that all information and materials provided to Stijg Media LLC:

5.3.1 are accurate, complete, and up to date;

5.3.2 do not infringe any third-party intellectual property rights; and

5.3.3 comply with all applicable laws and regulations.

6. Term and Automatic Renewal

6.1 The Contract commences on the Start Date and continues for the Term specified in the Quotation.

6.2 Unless otherwise specified in the Quotation, this Contract will automatically renew for successive periods equal to the initial Term (Renewal Term) unless:

6.2.1 either party provides written notice of non-renewal at least 10 Business Days prior to the end of the then-current Term; or

6.2.2 the Contract is terminated in accordance with these Conditions.

6.3 At least 30 days before the end of each Term, Stijg Media LLC will provide the Client with written notice of the upcoming renewal and any changes to pricing or services for the Renewal Term.

6.4 If the Client does not wish to renew the Contract, the Client must provide written notice to Stijg Media LLC within 10 Business Days of receiving the renewal notice specified in clause 6.3.

7. Payment Terms

7.1 Unless otherwise specified in the Quotation, the Client shall pay Stijg Media LLC's fees in accordance with the payment schedule set forth in the Quotation.

7.2 All fees are exclusive of applicable taxes, which shall be added to invoices as required by law.

7.3 Payment is due within the timeframe specified in the invoice, or if no timeframe is specified, within 30 days of the invoice date.

7.4 If the Client fails to make payment by the due date, Stijg Media LLC may:

7.4.1 charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower;

7.4.2 suspend provision of Services until payment is received; and/or

7.4.3 terminate the Contract in accordance with clause 8.

7.5 The Client shall reimburse Stijg Media LLC for all Disbursements incurred in connection with the Services, provided such Disbursements are either specified in the Quotation or approved by the Client in advance.

8. Termination

8.1 Either party may terminate the Contract immediately by written notice if:

8.1.1 the other party commits a material breach of the Contract and fails to remedy that breach within 14 days of receiving written notice to do so;

8.1.2 the other party becomes insolvent, enters bankruptcy proceedings, or ceases to carry on business; or

8.1.3 as otherwise provided in these Conditions.

8.2 Either party may terminate the Contract for convenience by providing 30 days' written notice to the other party.

8.3 Upon termination:

8.3.1 the Client shall pay Stijg Media LLC for all Services performed and Disbursements incurred up to the date of termination;

8.3.2 Stijg Media LLC shall deliver to the Client all completed work product and Client materials in Stijg Media LLC's possession;

8.3.3 the provisions of these Conditions that by their nature should survive termination (including clauses relating to confidentiality, intellectual property, limitation of liability, and dispute resolution) shall continue in full force and effect.

8.4 If the Client terminates the Contract under clause 8.2 (termination for convenience), and Services are billed on a project basis rather than monthly retainer, the Client shall pay Stijg Media LLC a cancellation fee equal to 25% of the remaining fees for Services not yet performed, in addition to fees for Services already performed.

9. Scope Changes and Additional Work

9.1 The scope of Services is as defined in the Quotation. Any request by the Client for services outside the agreed scope shall be considered additional work.

9.2 If the Client requests additional work, Stijg Media LLC shall provide a written estimate of the additional fees and any impact on project timelines.

9.3 Stijg Media LLC shall not be obligated to perform additional work until the Client accepts the estimate in writing.

9.4 If during the performance of Services, Stijg Media LLC identifies that additional work is necessary to achieve the objectives outlined in the Quotation, Stijg Media LLC shall notify the Client and provide an estimate for such additional work.

10. Client Responsibilities and Cooperation

10.1 The Client acknowledges that Stijg Media LLC's ability to perform the Services is dependent on the Client's cooperation and timely performance of its obligations under this Contract.

10.2 The Client shall:

10.2.1 designate a primary contact person with authority to make decisions regarding the Services;

10.2.2 provide timely feedback, approvals, and responses to inquiries from Stijg Media LLC;

10.2.3 ensure that all information provided to Stijg Media LLC is accurate and complete;

10.2.4 maintain appropriate security measures for any access credentials provided to Stijg Media LLC; and

10.2.5 comply with all applicable laws and regulations in connection with the Services.

10.3 The Client is responsible for maintaining backups of all Client data and materials provided to Stijg Media LLC.

11. Third-Party Tools and Services

11.1 Stijg Media LLC may use various Third-Party Tools in providing the Services. The Client acknowledges and agrees that:

11.1.1 Stijg Media LLC has no control over Third-Party Tools and is not responsible for their availability, functionality, or performance;

11.1.2 Third-Party Tools may be subject to the terms of service and privacy policies of their respective providers;

11.1.3 some Third-Party Tools may require the Client to create accounts or accept terms of service directly with the third-party provider;

11.1.4 Stijg Media LLC is not liable for any interruption, degradation, or failure of Services caused by Third-Party Tools; and

11.1.5 the Client may be responsible for fees charged directly by third-party providers for use of their tools or services.

11.2 If any Third-Party Tool becomes unavailable or unsuitable for the Services, Stijg Media LLC will use reasonable efforts to identify and implement an alternative solution, which may result in changes to the Services or additional costs.

12. Subcontractors

12.1 Stijg Media LLC may engage Subcontractors to perform portions of the Services, provided that Stijg Media LLC remains responsible for the performance of all Services under this Contract.

12.2 When Stijg Media LLC engages a Subcontractor, Stijg Media LLC shall:

12.2.1 ensure that the Subcontractor is qualified to perform the assigned work;

12.2.2 require the Subcontractor to comply with confidentiality obligations at least as protective as those set forth in this Contract; and

12.2.3 remain responsible for the acts and omissions of any Subcontractor as if they were the acts and omissions of Stijg Media LLC.

12.3 The use of Third-Party Tools as defined in clause 1.29 does not constitute the engagement of a Subcontractor and does not require notice to or consent from the Client.

13. No Guarantee of Results

13.1 The Client acknowledges that:

13.1.1 digital marketing, SEO, and related services involve numerous factors outside of Stijg Media LLC's control, including search engine algorithms, market conditions, and competitor activities;

13.1.2 Stijg Media LLC does not guarantee any specific results, rankings, traffic levels, conversion rates, or return on investment from the Services;

13.1.3 past performance and case studies are not indicative of future results; and

13.1.4 results may vary based on industry, competition, budget, and other factors.

13.2 Stijg Media LLC will use commercially reasonable efforts and industry best practices in performing the Services, but does not warrant that the Services will achieve any particular outcome.

14. Website Development and Integration Services

14.1 When Services include website development, integration, or technical implementation:

14.1.1 Stijg Media LLC will use commercially reasonable efforts to ensure that deliverables function as intended and are compatible with commonly used browsers and devices;

14.1.2 the Client is responsible for providing accurate requirements, specifications, and timely feedback during development;

14.1.3 Stijg Media LLC is not responsible for the functionality, availability, or compatibility of the Client's existing systems, third-party platforms, or infrastructure not under Stijg Media LLC's direct control;

14.1.4 the Client acknowledges that integration with third-party platforms and APIs is dependent on those platforms remaining available and stable, and that changes to third-party platforms may affect functionality;

14.1.5 Stijg Media LLC will provide a reasonable testing period for the Client to identify and report any issues with deliverables, which Stijg Media LLC will address in accordance with clause 14.2.

14.2 If the Client identifies defects or functionality issues within 30 days of delivery that are caused by Stijg Media LLC's work and not by Client modifications, third-party platform changes, or factors outside Stijg Media LLC's control, Stijg Media LLC will use reasonable efforts to correct such issues at no additional charge.

14.3 After the 30-day period specified in clause 14.2, or for issues caused by factors outside Stijg Media LLC's control, corrections and modifications may be performed as additional work under clause 9.

14.4 Stijg Media LLC does not warrant compliance with the Americans with Disabilities Act (ADA), Section 508 of the Rehabilitation Act, Web Content Accessibility Guidelines (WCAG), or any other accessibility standards unless website accessibility compliance is specifically included as a deliverable in the Quotation and priced accordingly. If accessibility compliance is not explicitly included in the Quotation, the Client is solely responsible for ensuring that any websites, applications, or digital content comply with applicable accessibility laws and standards.

15. Limitation of Liability

15.1 To the maximum extent permitted by law, Stijg Media LLC's total liability to the Client under or in connection with this Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client to Stijg Media LLC under this Contract in the 12 months preceding the event giving rise to the liability.

15.2 To the maximum extent permitted by law, Stijg Media LLC shall not be liable for:

15.2.1 any Consequential Loss;

15.2.2 loss of data, unless caused by Stijg Media LLC's willful misconduct or gross negligence and the Client failed to maintain adequate backups;

15.2.3 any loss or damage arising from:

(a) the acts or omissions of the Client or any third party;

(b) the failure, malfunction, or unavailability of Third-Party Tools;

(d) changes to search engine algorithms or third-party platforms;

(e) the Client's use of deliverables in a manner inconsistent with Stijg Media LLC's recommendations or instructions;

(f) the Client's failure to implement security measures or maintain backups; or

(g) force majeure events.

15.3 Nothing in this Contract excludes or limits Stijg Media LLC's liability for:

15.3.1 death or personal injury caused by Stijg Media LLC's negligence;

15.3.2 fraud or fraudulent misrepresentation; or

15.3.3 any other liability that cannot be excluded or limited by applicable law.

15.4 The Client acknowledges that the fees charged by Stijg Media LLC reflect the allocation of risk set forth in this clause, and that Stijg Media LLC would not enter into this Contract without these limitations of liability.

16. Warranties and Disclaimers

16.1 Stijg Media LLC warrants that:

16.1.1 it will perform the Services with reasonable care and skill in accordance with generally accepted industry standards;

16.1.2 it has the necessary rights, licenses, and permissions to provide the Services; and

16.1.3 the Services and deliverables will not infringe any third-party intellectual property rights, provided the Client uses the deliverables in accordance with the terms of this Contract.

16.2 Except as expressly stated in clause 16.1, and to the maximum extent permitted by law:

16.2.1 all Implied Terms are excluded from this Contract;

16.2.2 Stijg Media LLC makes no warranties or representations regarding:

(a) the suitability of the Services or deliverables for the Client's particular purposes;

(b) the results that may be achieved through the Services;

(d) the compatibility of deliverables with the Client's existing systems or future requirements; or

(e) the security or integrity of any third-party platforms or services.

16.3 The Client acknowledges that technology and digital marketing are constantly evolving fields, and that deliverables may require updates or modifications over time to maintain functionality and effectiveness.

17. Indemnification by Client

17.1 The Client shall indemnify, defend, and hold harmless Stijg Media LLC, its officers, employees, and agents from and against all Liabilities arising from or in connection with:

17.1.1 any breach by the Client of its obligations, warranties, or representations under this Contract;

17.1.2 any claim that materials, information, or instructions provided by the Client infringe any third-party intellectual property rights or violate any law;

17.1.3 the Client's use of deliverables in a manner inconsistent with this Contract or Stijg Media LLC's instructions;

17.1.4 any claim by the Client's customers, end users, or third parties arising from the Client's business operations, products, or services; or

17.1.5 any modifications made by the Client or third parties to deliverables provided by Stijg Media LLC.

18. Force Majeure

18.1 Neither party shall be liable for any failure or delay in performing its obligations under this Contract to the extent that such failure or delay is caused by events beyond that party's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government actions, pandemics, labor disputes, telecommunications failures, power outages, or cyberattacks on third-party infrastructure.

18.2 If a force majeure event continues for more than 60 days, either party may terminate the Contract by written notice to the other party, without liability except for obligations accrued prior to termination.

19. Data Protection and Privacy

19.1 Each party shall comply with all applicable data protection and privacy laws and regulations in connection with this Contract.

19.2 To the extent that Stijg Media LLC processes personal data on behalf of the Client, Stijg Media LLC shall:

19.2.1 process such personal data only in accordance with the Client's documented instructions and applicable law;

19.2.2 implement appropriate technical and organizational measures to protect personal data;

19.2.3 not disclose personal data to third parties except as necessary to provide the Services or as required by law; and

19.2.4 assist the Client in responding to data subject requests and data protection inquiries, to the extent reasonably practicable.

19.3 The Client is responsible for ensuring that any personal data provided to Stijg Media LLC is collected and provided in compliance with applicable data protection laws, and that appropriate consents and notices have been provided to data subjects.

19.4 The parties acknowledge that the specific terms of data processing may be further detailed in a separate Data Processing Addendum if required by applicable law or by the Client.

20. Confidentiality - General Obligations

20.1 Each party (as Recipient) shall:

20.1.1 keep confidential all Confidential Information of the other party (as Provider);

20.1.2 not disclose Confidential Information to any third party except as permitted under clause 20.2;

20.1.3 use Confidential Information only for the purposes of performing its obligations or exercising its rights under this Contract;

20.1.4 take reasonable measures to prevent unauthorized disclosure or use of Confidential Information, using at least the same degree of care as it uses to protect its own confidential information; and

20.1.5 promptly notify the Provider of any unauthorized disclosure or use of Confidential Information.

20.2 The Recipient may disclose Confidential Information:

20.2.1 to Authorized Persons who need to know the information for purposes of this Contract, provided such persons are bound by confidentiality obligations at least as protective as those in this Contract;

20.2.2 to Subcontractors to the extent necessary for performance of the Services, provided such Subcontractors are bound by written confidentiality obligations;

20.2.3 to the extent required by law, regulation, or court order, provided the Recipient gives the Provider prompt notice (if legally permitted) and cooperates in any effort to obtain protective treatment of the information; or

20.2.4 with the prior written consent of the Provider.

20.3 The obligations in clause 20.1 do not apply to information that:

20.3.1 is or becomes publicly available through no breach of this Contract by the Recipient;

20.3.2 was rightfully in the Recipient's possession before disclosure by the Provider, as evidenced by the Recipient's written records;

20.3.3 is independently developed by the Recipient without use of or reference to the Provider's Confidential Information; or

20.3.4 is rightfully received by the Recipient from a third party without breach of any confidentiality obligation.

20.4 The confidentiality obligations in this clause shall survive termination of this Contract and shall continue for a period of 3 years after termination, except that confidentiality obligations with respect to trade secrets shall continue for as long as such information remains a trade secret under applicable law.

20.5 The Recipient must indemnify the Provider against all Liabilities in respect of any breach of this clause 20 by the Recipient or any Authorized Persons, employees, or permitted agents or subcontractors of the Recipient.

21. Confidentiality - Protection of Client Information

21.1 Stijg Media LLC acknowledges that in performing the Services, it may have access to sensitive Client information, including but not limited to:

21.1.1 customer data, contact information, and transaction records;

21.1.2 business strategies, marketing plans, and financial information;

21.1.3 proprietary processes, systems, and methodologies;

21.1.4 access credentials to Client systems and accounts; and

21.1.5 any other information that the Client reasonably considers confidential.

21.2 Stijg Media LLC shall:

21.2.1 treat all Client information as Confidential Information in accordance with clause 20;

21.2.2 implement appropriate security measures to protect Client information from unauthorized access, disclosure, alteration, or destruction;

21.2.3 limit access to Client information to employees and Subcontractors who have a legitimate need to access such information for purposes of providing the Services;

21.2.4 not use Client information for any purpose other than providing the Services, except as expressly permitted in writing by the Client;

21.2.5 not disclose Client customer data or business information to third parties except as necessary to provide the Services or as required by law; and

21.2.6 upon termination or at the Client's request, return or securely destroy all Client information in Stijg Media LLC's possession, except to the extent retention is required by law or necessary for Stijg Media LLC's legitimate business purposes (such as tax records or portfolio examples with Client's permission).

21.3 Notwithstanding clause 21.2.6, Stijg Media LLC may retain anonymized, aggregated data derived from the Services for purposes of improving Stijg Media LLC's services, provided such data cannot be used to identify the Client or the Client's customers.

22. Use of Client Work for Marketing and Portfolio

22.1 Subject to clause 22.2, Stijg Media LLC may:

22.1.1 identify the Client as a client of Stijg Media LLC in Stijg Media LLC's marketing materials, client lists, and website;

22.1.2 display deliverables created for the Client in Stijg Media LLC's portfolio, case studies, and marketing materials; and

22.1.3 describe at a high level the nature of Services provided to the Client.

22.2 If the Client objects to the use of its name or work product for marketing purposes as described in clause 22.1, the Client may:

22.2.1 request anonymization (e.g., "a restaurant in Massachusetts" rather than identifying the Client by name); or

22.2.2 prohibit such use entirely by providing written notice to Stijg Media LLC.

22.3 Stijg Media LLC shall not disclose:

22.3.1 specific financial information, performance metrics, or results unless the Client provides written consent;

22.3.2 any information that the Client has explicitly identified as confidential or proprietary; or

22.3.3 sensitive business strategies or competitive information.

23. Intellectual Property

23.1 Pre-Existing Intellectual Property

Notwithstanding any other clause of this Contract, the ownership of the Intellectual Property Rights in any item which exists prior to the commencement, or is created independently, of this Agreement (Pre-Existing IP) will not be altered, transferred, or assigned merely by virtue of a party using that item for the purposes of this Contract.

23.2 License to use Pre-Existing IP

To the extent that the Pre-Existing IP owned by Stijg Media LLC is incorporated into the provision of any Services, in accordance with this Contract, unless those items are licensed to the Client under a separate agreement with Stijg Media LLC, Stijg Media LLC grants a non-exclusive, world-wide, royalty-free license to the Client to use the Pre-Existing IP, but only to the extent necessary for the purpose of obtaining the full benefit and use of the Services as contemplated by this Contract, and only for the Term unless agreed to otherwise by Stijg Media LLC.

23.3 Ownership of what is created in the provision of the Services

Unless stated to the contrary in writing, Stijg Media LLC:

23.3.1 assigns to the Client the Intellectual Property Rights in any materials created as part of the Services (and in all research and reports commissioned by the Client and used to support or provide the Services) and acknowledges that the Client will be the owner of such materials immediately upon their creation and full payment of all fees due;

23.3.2 must ensure that the Intellectual Property Rights in any materials created as part of the Services by any third party on its behalf are assigned to Stijg Media LLC immediately on their creation, so as to enable Stijg Media LLC to comply with and give effect to the assignment under this clause;

23.3.3 consents to all acts or omissions by or on behalf of the Client that might otherwise constitute an infringement of moral rights in the materials produced as part of the Services.

This clause 23.3 does not apply to any part of the Services that is Pre-Existing IP.

23.4 License to the Client's Intellectual Property

The Client grants a perpetual, non-exclusive, world-wide, non-transferable, royalty-free license to Stijg Media LLC (including the right to grant sub-licenses) in respect of:

23.4.1 the Client's Intellectual Property Rights in or in relation to any information or materials provided by the Client to Stijg Media LLC for the provision of the Services, but only to the extent necessary for the purpose of providing the Services as contemplated by this Contract; and

23.4.2 the Intellectual Property Rights in or in relation to any information or materials created by Stijg Media LLC and which is assigned to the Client pursuant to clause 23.3, with the authority to use the information or materials produced in providing services to other clients (provided such use does not infringe the Client's Intellectual Property Rights which are licensed pursuant to clause 23.4.1 or disclose the Client's Confidential Information).

23.5 Warranties by Stijg Media LLC

Stijg Media LLC warrants that neither:

23.5.1 the provision of the Services by Stijg Media LLC; nor

23.5.2 the exercise of any rights under clause 23.2,

will infringe any Intellectual Property Rights of any third party.

23.6 Warranties by the Client

The Client warrants that neither:

23.6.1 the provision of the information and materials supplied by the Client or the Client's Intellectual Property for the Services; nor

23.6.2 the exercise of any rights under clause 23.4,

will infringe any Intellectual Property Rights of any third party.

24. Governing Law and Jurisdiction

24.1 This Contract is made in and shall be governed by the laws of the Commonwealth of Massachusetts, United States of America, without regard to its conflicts of law provisions.

24.2 The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Massachusetts for the resolution of any disputes arising out of or relating to this Contract.

24.3 Each party waives any objection to venue in such courts and any claim that such courts are an inconvenient forum.

25. Dispute Resolution

25.1 Any dispute between the parties arising from the performance of the provisions of this Contract and any invoice for payment issued by Stijg Media LLC to the Client must first be attempted to be settled between the parties by an Authorized representative with authority from each party meeting within fourteen (14) days of notification of a dispute in writing from one party to the other party. Such meeting may take place in person, by telephone, or by video conference, as agreed by the parties.

25.2 If the meeting referred to in clause 25.1 does not result in the settlement of the dispute between Stijg Media LLC and the Client, the dispute may then be referred to mediation, if agreed by both parties. The mediator is to be appointed by agreement between the parties. The costs of any mediation are to be borne equally between the parties, unless otherwise agreed or ordered by the mediator.

25.3 If the dispute cannot be settled through mediation, or the parties do not both consent to a mediation within 30 days of the dispute being notified, then either party is at liberty to commence legal proceedings in accordance with clause 24.

25.4 During the period in which the dispute is being resolved, the parties must continue to perform all of the provisions of the Contract which are not under dispute, except that Stijg Media LLC may suspend Services if the dispute relates to non-payment of undisputed fees.

25.5 Nothing in this clause shall prevent either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights or confidential information.

26. Miscellaneous

26.1 A Contract may be altered only by an amendment in writing signed by both parties.

26.2 Unless otherwise provided, a party may in its discretion give (conditionally or unconditionally) or withhold any approval or consent under a Contract.

26.3 The Client must not assign or otherwise deal with a Contract or any right under it without the prior written consent of Stijg Media LLC. Stijg Media LLC may assign this Contract to an affiliated entity or in connection with a merger, acquisition, or sale of substantially all of its assets upon written notice to the Client.

26.4 A Contract constitutes the entire agreement between the parties about its subject matter and supersedes any prior understanding, agreement, condition, warranty, indemnity, or representation about its subject matter.

26.5 A waiver of a provision of or right under a Contract must be in writing signed by the party giving the waiver and is effective only to the extent set out in the written waiver.

26.6 The failure, delay, relaxation, or indulgence by a party in exercising a power or right under a Contract is not a waiver of that power or right.

26.7 An exercise of a power or right under a Contract does not preclude a further exercise of it or the exercise of another right or power.

26.8 If any provision of this Contract is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. The parties shall negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid provision that achieves the original intent of the parties to the extent possible.

26.9 Each indemnity, obligation of confidence, and other term capable of taking effect after the expiration or termination of a Contract remains in force after the expiration or termination of the Contract.

26.10 Notices under this Contract must be in writing and delivered by email to the email addresses specified in the Quotation or as otherwise notified by a party in writing. Notices are deemed received: (a) if delivered by email, on the date sent if sent during business hours, or on the next Business Day if sent outside business hours; (b) if delivered by hand, upon delivery; (c) if sent by certified mail, three Business Days after mailing.

26.11 This Contract may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same force and effect as original signatures.

27. Interpretation

In these Conditions, unless the context otherwise requires:

27.1 headings do not affect interpretation;

27.2 singular includes plural and plural includes singular;

27.3 a reference to a party includes its executors, administrators, successors and permitted assigns;

27.4 a reference to a person includes a partnership, corporation, limited liability company, association, government body and any other entity;

27.5 an agreement, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally;

27.6 an agreement, representation, warranty or indemnity in favor of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally;

27.7 a reference to legislation includes any amendment to it, any legislation substituted for it, and any subordinate legislation made under it;

27.8 a provision is not construed against a party only because that party drafted it;

27.9 an unenforceable provision or part of a provision may be severed, and the remainder of these Conditions continues in force, unless this would materially change the intended effect of these Conditions;

27.10 the meaning of general words is not limited by specific examples introduced by 'including', 'for example' or similar expressions;

27.11 where a word or phrase is defined, other grammatical forms of that word or phrase have corresponding meanings;

27.12 references to "writing" or "written" include email and other forms of electronic communication capable of being stored and reproduced;

27.13 references to dollars or "$" are to United States dollars unless otherwise specified.

Effective Date: October 23, 2025

These Terms and Conditions supersede all prior versions and apply to all contracts entered into on or after the Effective Date.