1. Schedule Variations: Any variations to the schedule requires the prior approval of Seneca Gaming Corporation (“SGC”). Schedules
must run exactly as ordered for programs and time-periods. We expect fair rotation on all spots purchased. All make goods spots
must receive equal or better replacement. All rates reflect a non-pre-emptible status unless otherwise stated above.
2. Cancellation: SGC has the right to cancel the order at any time on 30 days’ prior notice (14 days’ prior notice for television and
radio advertising orders). SGC will pay for all previously ordered advertising.
3. Trademarks and Content: All SGC trademarks, trade names, photos, artwork, and content (collectively, “SGC Content”) are and
shall remain the sole property of SGC, and SGC retains all intellectual property rights therein. Vendor acquires no rights therein
except for the right to use SGC Content solely for the purpose(s) herein contemplated, in the format specified by SGC, and for the
duration of the term of this contract. Upon SGC’s written instructions, Vendor will either return to SGC or delete all SGC Content
with proof of such deletion provided to SGC, except such SGC Content that Vendor is obliged to retain for archival and legal
reasons. Provided Vendor (a) notifies SGC without delay of any 3rd party claim or legal proceedings asserting that any SGC Content
infringes such 3rd party’s intellectual property rights and (b) complies with the provisions of this Section 4, SGC will indemnify and
defend Vendor from and against any loss, damage or liability resulting from any 3rd party legal proceedings claiming that SGC
Content infringes upon such 3rd party’s intellectual property rights. SGC will assume sole carriage of defense of any such legal
proceedings, but Vendor may retain its own counsel at its sole expense. Vendor must not settle any such claim or legal proceedings
without SGC’s prior written approval.
4. Audit Rights: SGC reserves the right to conduct, at its expense, an independent accounting of the media services and amounts
payable/paid by it with a view to ensuring compliance with the pricing and other provisions of this contract.
5. Confidentiality: All proprietary or non-public information of a party (including the terms of this contract and any personally
identifiable information) which is either disclosed by the owner thereof (the “Disclosing Party”) to the other party (the “Recipient”)
or which the Recipient acquires through performance of the services contemplated herein shall be conclusively deemed to be
“Confidential Information” of the Disclosing Party. Recipient agrees (a) to take all reasonable steps to protect the confidentiality
and proprietary nature of all Confidential Information; (b) not to disclose same without the prior written consent of the Disclosing
Party; (c) not to use Confidential Information except to perform the services contemplated hereunder and for the Disclosing
Party’s sole benefit; (d) not to disclose any Confidential Information to any third party, without the Disclosing Party’s prior written
consent; (e) maintain in effect industry-standard data security processes and procedures. Under no circumstances will Recipient
share or sell any Confidential Information to which it has access by reason of the existence of this Agreement.
6. Data Protection: Vendor will employ data security measures meeting current industry standards. In addition to any reporting
requirements Vendor may have pursuant to applicable law, Vendor shall report to SGC without delay any data security breach or
suspected breach having the potential to compromise SGC’s Confidential Information, including personally identifiable
information. Upon request, Vendor will supply an up-to-date SOC2/3 report based on current SSAE standard.
7. Indemnification: Each party (the “Indemnifier”) agrees to indemnify and defend the other party, the other party’s affiliates, and
their respective officers, directors, employees, and agents from and against any loss, damage or liability (including reasonable
attorneys’ fees and court costs) resulting from the Indemnifier’s and its agents’ negligence or breach of this Agreement.
8. Default: In the event a party fails to comply with any of its obligations hereunder and further fails to cure such default within
thirty (30) days following written notice from the other party, the party not in breach may take any of the following actions: (a)
suspend performance of its obligations hereunder; (b) terminate this contract; (c) take any other recourse legally available to such
9. Choice of Law: This contract will be interpreted under the laws of New York State, except for any conflicts rules.
10. Force Majeure: No delay or default in the performance of any obligation by either party shall constitute a breach of this contract
to the extent caused by an event that is beyond the reasonable control of that party, including, without limitation, an act of God,
civil disturbance or unrest, injunctions; lightning; fire, explosion or other serious casualty; water damage; terrorist attack
epidemics and pandemics; governmental law, regulation, executive order, or epidemic or pandemic-related health agency
guidance (collectively, “Force Majeure Events”). If, as a result of the COVID-19 pandemic or other Force Majeure Event, SGC
temporarily shuts down some or all of its business operations, SGC may require Vendor to suspend delivery of any pending orders
during the Force Majeure Event.
11. Sales Tax: Seneca Gaming Corporation is a tax-exempt entity and has provided proof of such status.
12. Signature; Amendment: This contract may be signed in counterparts, by hand, facsimile or electronic means. Any change, deletion, or amendment to this contract requires the written approval of both parties (which may be by email).