Last Updated 5/8/2025

This Marketing Services Agreement (the “Agreement”) between Accretive Capital LLC, a Delaware limited liability company d/b/a Benzinga (“Benzinga”) and Company (“Company” as defined in the IO) (each of Benzinga and Company, a “Party;” together, the “Parties”).

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1. Scope of Agreement. This Agreement is the Master Agreement governing professional marketing services to be performed by Benzinga (the “Services”) for Company. Company and Benzinga may agree on such Services under one or more written Inducement Orders (“IOs”) signed by both Parties. Any IO between the Parties will be governed exclusively by the terms of this Agreement, whether or not this Agreement is specifically mentioned. To the extent there is any inconsistency between this Agreement and any IO, the IO will govern the performance of Services thereunder. 

2. Subject to an applicable IO, several types of “Content” may be created hereunder: “Sponsored Content,” “Contributed Content,” “Affiliate Content,” “Advertising” and “Email Sends.” The scope and description of such Content is set forth in Benzinga’s Content Guidelines found below and will be incorporated by reference in an applicable IO. Terms and conditions regarding Events are set forth below and will be incorporated by reference in an applicable IO.

3. The Parties shall work collaboratively and consult with the other regularly regarding the production of the Content, including any talent appearing within the Content and shall engage in an ongoing exchange of feedback (including, but not limited to) notes from Company’s editorial or marketing teams. Company shall have a right of creative approval (such approval not to be unreasonably withheld or delayed) at regular stages during the production. Benzinga shall have control over decisions pertaining to all other aspects of Content production, but Company shall have final approval of the Content except as pertains to content that violates Benzinga’s editorial standards.

4. Project Process

1. The initial scope of services  and timeline for deliverables provided by Benzinga for Company (the “Project”) will be set forth in IO. Any modifications to an IO must be agreed upon by Benzinga and Company in writing and signed by both Parties. 

2. Additional Services will be subject to additional fees and payment terms as determined by Benzinga in its sole and absolute discretion. Benzinga will promptly confirm in writing any of Company’s proposed changes, requests or delays and the additional Services and the additional fees associated therewith. Company will be responsible for the additional cost of such service(s) if Company directs Benzinga to proceed with the Additional Services.

3. Submission of Content to Benzinga does not constitute a commitment by Benzinga to publish or distribute the Content. Benzinga accepts Content only by publishing or distributing such Content.

4. Failure of Company to meet deadlines may result in additional charges and changes in publication distribution dates. 
5. Company shall be responsible for timely providing to Benzinga all materials necessary for Content production and dissemination, including all necessary artwork and/or digital files, the timing and format of which may be more specifically set forth in the IO. In the event that all necessary materials are not received in time for the scheduled run date, and unless otherwise explicitly instructed by Company, Benzinga may, at its sole discretion, use artwork or other materials from previous Content, if applicable. 

6. Benzinga will not be responsible for Content that is not properly formatted or displayed or that cannot be accessed or viewed because it was not received by Benzinga in the proper form, in a timely manner, or in an acceptable technical quality for mobile or online publication.

7. Content that does not conform to the IO may result in a higher price.

8. Benzinga prohibits, and may postpone, cancel or otherwise return, any Content that violates its advertising standards, including but not limited to advertising that violates applicable laws, promotes pornography, illegal goods, illegal drugs, illegal drug paraphernalia, pirated computer programs, and instructions on how to assemble or otherwise make bombs, grenades or other weapons.

9. Benzinga reserves the right to revise, reclassify, edit or reject any Content or and portion thereof at any time.

10. Benzinga is not responsible for errors on copy received after deadline. Benzinga assumes no financial responsibility for typographical errors or omission of Content.

11. Company may be subject to a cancellation charge when such cancellation results in production delays. 

12. It is Company’s responsibility to check for errors in its Content before and after publication or distribution. Company shall check the first appearance of Content for correction and Benzinga shall be liable for only one incorrect publication or distribution. Benzinga shall not be liable for any error if, at Benzinga’s option, Benzinga subsequently publishes corrected Content. Benzinga’s liability for any error shall not exceed the cost of space occupied by the error.

5. Termination. 

1. Benzinga may terminate this agreement, in its discretion upon one (1) days written notice to Company.

2. Company may not terminate  this Agreement unless (i) such termination is otherwise agreed to in writing by Benzinga or (ii) Benzinga has not cured a material breach of this Agreement within thirty (30) days of receiving written notice of the asserted breach from Company. 

3. Notwithstanding the foregoing, either Party may immediately terminate this Agreement or any IO if the other Party has appointed a trustee for the benefit of its creditors, becomes insolvent, bankrupt, or initiates a voluntary dissolution.
4. Absent the statement of a specific term in an IO for any Services to be performed by Benzinga; either party may cancel said IO upon thirty (30) days prior written notice. 

6. Independent Contractor. The relationship of the parties established by this Agreement is solely that of independent contractor, and nothing contained herein shall be construed to (i) give any party the power to direct and control the day-to-day activities of the other; or (ii) constitute such parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking; or (iii) make Benzinga an agent of Company for any purpose whatsoever except as otherwise agreed in writing by the parties hereto. Benzinga shall not be treated as an employee of Company for federal or state tax purposes, unemployment or disability benefits, or for any other withholding tax or insurance purposes.  Benzinga shall have no authority to bind Company to any contract or agreement unless expressly agreed to in writing.

7. Pricing and Payment Terms

1. Payment Terms. Fees and expenses for all undisputed fees for Services will be periodically invoiced by Benzinga. Payment for all undisputed fees is due thirty (30) days from the receipt of invoice by Company. Company agrees to pay a late charge of one and one-half percent (1½%) per month or the maximum lawful rate, whichever is less, for all amounts not paid within thirty (30) days of the invoice date.

2. Taxes. Amounts payable by Company hereunder do not include local, state, or federal sales, use, value-added, or other taxes based on the licenses and services provided under this Agreement or Company’s use thereof. Company will pay all such taxes as may be imposed upon Benzinga or Company, except income tax imposed on Benzinga by the United States of America or any state thereof. Company will be invoiced for, and Company will pay, such taxes if Benzinga is required to pay them on Company’s behalf.

3. Digital Third-Party Content Serving and Tracking. Benzinga will track delivery of impressions on its websites through its ad server and, provided that Benzinga has approved in writing a Third-Party Ad Server to run on its properties, Company will track delivery through such Third-Party Ad Server. Company may not substitute the specified Third Party Ad Server without Benzinga’s prior written consent. If the difference between Benzinga’s measurement and the Third-Party Ad Server measurement exceeds 10% over the Invoice period and the Third-Party Ad Server measurement is lower, the parties will facilitate a reconciliation effort between Benzinga and Third-Party Ad Server measurements. If the discrepancy cannot be resolved and a good faith effort to facilitate the reconciliation has been made, the Company reserves the right to either: (a) consider the discrepancy an under-delivery and Company and Benzinga will use commercially reasonable efforts to agree upon the conditions of a makegood flight; and delivery of any makegood will be measured by the Third Party Ad Server, or (b) pay the Invoice based on the Third Party Ad Server measurement, plus a 10% upward adjustment to delivery. If the discrepancy exceeds 20%, the Company reserves the right to withhold payment until a reconciliation is agreed to by all parties.

4. Failure To Pay. Company acknowledges that its failure to pay timely any of the fees payable hereunder, or any portion thereof, unless Company is disputing such fees in good faith and in accordance with this Agreement, will be a material breach of this Agreement for which Benzinga may, in addition to pursuing all other remedies, terminate both this Agreement and all licenses granted hereunder following Company’s failure to pay any undisputed fees within thirty (30) days of receipt of written notice from Benzinga asserting a material breach of this Agreement.

8. Warranty and Acceptance of Deliverables. Benzinga represents and warrants to Company that: the Services, and its performance thereof, shall be performed and completed in a good and workmanlike manner consistent with industry standards for high-quality services; that Benzinga and Benzinga’s employees, subcontractors and third-party resources have the requisite rights, licenses, permits, and consents necessary to perform the Services hereunder.

9. Benzinga Representations and Warranties Benzinga represents and warrants to Company that to the extent Benzinga creates, provides or grants access to Content:

1. it is the owner of the necessary rights in the Content (except for materials provided by or on behalf of  Company or in the public domain), or has an irrevocable, license to use and grant the licenses to Company to use such content;  

2. use of the Content by Company in accordance with this Agreement will not, to the best of Benzinga’s knowledge and belief, infringe any right of any third parties; to the best of Benzinga’s knowledge and belief, the Content is not and will not be obscene, defamatory, contain any libelous statements or be illegal in any way;

3. Benzinga shall, prior to delivery of the Content, shall have obtained all necessary rights and such third party consents as may be required for and in connection with the creation and exploitation of the Content or the incorporation of any artistic, literary, dramatic, musical or other works or performances in the Content including, any consents that may be required under applicable law, and shall provide evidence of the same to Company on request. 

10. DISCLAIMERS
    1. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 5, WHICH ARE LIMITED WARRANTIES AND THE ONLY WARRANTIES MADE BY BENZINGA, THE SERVICES ARE PROVIDED STRICTLY “AS IS,” AND BENZINGA MAKES NO ADDITIONAL WARRANTIES, EXPRESS, IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY, AS TO SERVICES PROVIDED HEREUNDER, OR ANY MATTER WHATSOEVER. IN PARTICULAR, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, SATISFACTORY QUALITY, AND THAT MAY ARISE IN CONNECTION WITH THIS AGREEMENT OR THE USE AND SUPPORT OF THE SERVICES, REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED OR REMEDIES ARE SOUGHT IN CONTRACT OR TORT OR OTHERWISE, EVEN IF THE PARTY SOUGHT TO BE HELD LIABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL BENZINGA BE LIABLE FOR ANY DAMAGES BASED UPON THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES. UNDER NO CIRCUMSTANCES WILL BENZINGA’S AGGREGATE LIABILITY EXCEED THE GREATER OF (i) THE AMOUNT OF FEES PAID BY COMPANY UNDER THIS AGREEMENT, OR (ii) THE AMOUNT OF ANY APPLICABLE INSURANCE. THE FOREGOING LIMITATIONS OF LIABILITY WILL SURVIVE THE TERMINATION OF THIS AGREEMENT.

11. Confidential Information. In the course of providing the Services, either Party (a “Disclosing Party”) may provide some aspects of its Confidential Information to the other Party (a “Receiving Party”). To protect such Confidential Information, the parties (each referred to hereinafter as “Discloser” and “Recipient,” as the case may be) agree as follows:
    1. Recipient agrees to receive and hold all such Confidential Information acquired from Discloser in strict confidence and to disclose same within its own organization only, and only to those of its employees, consultants or agents who have agreed in writing (under Recipient’s own blanket or specific Agreement) or are bound by duties of confidentiality to protect and preserve the confidentiality of such disclosures and who are designated by Recipient to evaluate the Confidential Information for the Business Purpose.  Without affecting the generality of the foregoing, Recipient will exercise no less care to safeguard the Confidential Information acquired from Discloser than Recipient exercises in safeguarding its own confidential or proprietary information.

2. The foregoing restrictions on Recipient’s disclosure and use of Confidential Information acquired from Discloser shall not apply to the extent of information (i) known to Recipient prior to receipt from Discloser, (ii) of public knowledge without breach of Recipient’s obligations hereunder, (iii) rightfully acquired by Recipient from a third party without restriction on disclosure or use, (iv) as to which Recipient has received express written consent from an authorized representative of Discloser to disclose or use, (v) independently developed by Recipient, or (vi) that is required to be disclosed under any law, regulation or order of any competent governmental authority, to the extent required, provided that Recipient gives Discloser advance written notice of its intention to comply with such requirement.   Recipient shall have the burden of proof respecting disclosure under any of the aforementioned events. Furthermore, in the case of events (ii) – (vi) the removal of restrictions shall be effective only from and after the date of occurrence of the applicable event.

12. Proprietary Rights.

1. The Parties acknowledge and agree that Benzinga may use preexisting systems, copyrighted materials, proprietary computer software, methodology, techniques, software databases, tools, algorithms, materials, products, ideas, skills, designs, know- how, or other intellectual property owned by Benzinga or its agents (the “Benzinga Intellectual Property”) in the performance of the Services. Company agrees that any and all proprietary rights to the Benzinga Intellectual Property, as it existed as of the date hereof and as it may be modified in the course of providing the Services, including but not limited to, patent, copyright, trademark, and trade secret rights, to the extent they are available, are the sole and exclusive property of Benzinga, free from any claim or retention of rights thereto on the part of Company. To the extent that   Benzinga Property is used in creating content for Company, Benzinga grants a non-exclusive, perpetual license to Company for such use during the term of this Agreement.

2. Ownership of Deliverables; Exclusions. Company shall own all Intellectual Property Rights in and to the Content including, without limitation, the Background Material. To the extent that title to any Content may not, by operation of law, vest in Company, Benzinga on behalf of itself and talent, if applicable, hereby irrevocably assigns to Company all right, title, and interest in and to any Content. Benzinga agrees to give Company and any person designated by Company such reasonable assistance, at Company’s request and expense, as is required to perfect, secure and protect Company’s rights set forth in this Section and the Agreement. Company grants Benzinga an irrevocable license to use any content created on behalf of the Company.

3. Promotional Use. Benzinga agrees to assign to Company all of its right, title and interest in and to the Deliverables and in any materials created by Benzinga or its subcontractors solely for the Project that are not incorporated into the Deliverables, including but not limited to individual components or elements incorporated in the deliverables or created for the Project (“Source Files”) or rejected materials or elements (such as rejected designs, documentation, illustrations, photos, and audio/verbal scripts, or preliminary concepts) (“Rejected Materials”). Upon request, Benzinga will deliver to Company any Source Files or Rejected Materials. Company acknowledges that stock video created by Benzinga for the Project (“Stock Footage”) may be subject to third-party licenses restricting the use of Stock Footage other than in connection with the Deliverables and/or requiring additional fees payable to such third parties. 

4. Company represents and warrants that any text, graphics, sound, video, photos, designs, copyrighted materials, trademarks, service marks, or other artwork or materials (each, an “Element”) furnished to Benzinga for inclusion in the Deliverables are owned or licensed by the Company and Company hereby conveys any and all rights necessary for Benzinga to incorporate any such Element in any Deliverables. Company shall provide Benzinga with copies of any and all such documentation evidencing the foregoing rights upon Benzinga’s reasonable request.

13. Indemnification. Company agrees to protect, indemnify, defend, and hold harmless Benzinga, from and against all damages and expenses (including, without limitation, attorney’s fees) arising out of or in connection with any third-party claim, suit, action, or proceeding (each, a “Third-party Claim”) relating to any (a) breach by Company of this Agreement or any representation or warranty herein; or (b) any Third-Party Claim of infringement, dilution, or other violation of any intellectual property  or other rights relating to the creation, promotion, advertising, distribution, of any Content or the placement of any advertisements.

14. Non-solicitation. Company agrees that, during the term of this Agreement and for twelve (12) months thereafter (the “Restricted Period”), it will not directly or indirectly solicit for employment, hire, offer to hire, enter into a business relationship with or induce to discontinue their relationship with Benzinga, any person who is or was an employee or contractor of Benzinga during the Restricted Period without Benzinga’s prior written approval.

15. Dispute Resolution. In the event of any controversy or claim arising from or related to this Agreement, its performance or its interpretation, will be settled by arbitration in Southfield, Michigan administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Both parties shall be entitled to engage in all forms of discovery as permitted under local law.  The prevailing party shall be entitled to recover the costs of arbitration unless otherwise determined by the arbitrator and shall be entitled to reasonable attorney’s fees as determined by the arbitrator. 

16. Each Party represents and warrants to the other Party that:
    1. such Party has the full right, power and authority to enter into this Agreement and to perform the acts required hereunder; 

2. the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate any agreement to which such Party is a party or by which it is otherwise bound;

3. when executed and delivered by such Party, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its term.

4. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, unenforceable, or in conflict with any law of a federal, state, or local government, the validity of the remaining portions or provisions will remain in full force and effect.

5. Governing Law. This Agreement, and all matters arising under or related hereto, will be governed according to the laws of the State of Michigan, without respect to its conflict of law principles. Benzinga hereby consents to jurisdiction of the courts Michigan in connection with any action or proceeding instituted relating to this agreement.

6. The waiver by either Party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.

7. Assignment. Company may not assign, by operation of law or otherwise, this Agreement or any right or duty arising hereunder to a third party without Benzinga’s prior written consent which will not be unreasonably withheld. Any purported assignment in violation of this Section will be void. Benzinga may assign this Agreement and its rights and obligations hereunder in its sole discretion.

8. No Third-Party Beneficiaries. This Agreement is an agreement between the Parties and confers no rights upon any of the Parties’ employees, agents, or contractors or upon any other person or entity.

9. Testimonials. Company will, at the request of Benzinga, provide one testimonial per calendar year which Benzinga may use publicly without restriction.

10. Force Majeure. Except with regard to any obligation to pay money hereunder, neither Party hereto will be held responsible for any delay or failure in performance hereunder caused in whole or in part by fire, strike, flood, embargo, labor dispute, delay or failure of any subcontract, act of sabotage, riot, accident, delay of carrier or supplier, voluntary or mandatory compliance with any governmental act, regulation or request, act of God or by public enemy, or any act or omission or other cause beyond such Party’s control. If any such contingency does occur, the time to perform an obligation under this Agreement affected thereby will be deemed extended by the length of time such contingency continues.

11. Integration:  This Agreement constitutes the entire agreement between the parties, and there are no other oral or written understandings or agreements between Company and Consultant. This Agreement may be amended only by a written instrument signed by the parties hereto.