AGENCY SERVICE LEVEL AGREEMENT (SLA)

SUBJECT TO: PERMANENT MEDIA CORPORATION MASTER SERVICES AGREEMENT (MSA)

Effective Date: June 1st, 2026

This Agency Service Level Agreement ("SLA", "Terms", or "Agreement") constitute a legally binding, irrevocable contract between Permanent Media Corporation (DBA "Perma Media"), a corporation incorporated under the Canada Business Corporations Act with its registered office in Saskatchewan, including its subsidiaries, affiliates, and assigns ("Perma Media", "Platform", "Company"), and the authorized advertising agency, institutional media buyer, or approved in-house media desk (referred to strictly as the 'Agency' or 'You').

By accessing the Platform, scanning a physical credential (QR Code), or completing an authenticated session (OTP/Password) during Account Origination, the Agency expressly acknowledges that it has read, understood, and irrevocably agrees to be bound by these Terms in their entirety. The Agency further acknowledges that this initial authorization constitutes an overarching legal mandate, granting the Agency the right to execute subsequent blind bids and financial transactions on the Perma Media Exchange (PMX) via frictionless, zero-latency transactional clickwraps, all of which remain absolutely subject to the enforcement of these Terms.

If the Agency does not agree to these Terms, it possesses no authorization to utilize the Platform and must immediately cease all access.

1. PLATFORM DEFINITIONS

1. "Platform": Signifies the demand-side digital marketplace located at PermaMedia.com, encompassing its underlying databases, Application Programming Interfaces (APIs), Identity and Access Management (IAM) systems, user interfaces, and all proprietary algorithms.
2. "Host": Signifies the independent commercial real estate operator, institution, or facility owner providing the physical Architectural Media Asset.
3. "Synchronous Support": Signifies the elite administrative escalation protocol. The Agency may access an active Perma Media administrator via 1-800-PERMA-MED during regular business hours to resolve critical integration or deployment blockers.
4. "Administrative Buying Hold" (Operational Bidding Freeze): A punitive, system-level restriction applied to a specific agency workspace following a breach of contract or unpaid penalty. This status explicitly revokes all platform bidding capabilities, new auction participation, and new inventory acquisition rights. It strictly does NOT terminate the workspace, nor does it pause, cancel, or otherwise impede the automated billing and execution of any active Monthly Media Leases (MMLs) or existing bids on active auctions currently operating within that workspace to which the Agency remains legally obligated to honor. This Hold constitutes a restriction on new demand-side activity and does not serve as an exclusion from the Platform's financial settlement interfaces. The Agency remains contractually authorized and obligated to access the payment portal to settle any outstanding Activation Invoices or penalties to restore account standing.
5. "Architectural Integration Fee": Signifies the mandatory, upfront payment submitted by the Agency. This fee is calculated dynamically based on the Agency's selected 'Finish Level' and is used to offset the upfront raw materials, CNC manufacturing, shipping, and installation of the advertising media.
6. "Monthly Media Lease" or "MML": Signifies the Monthly Recurring Revenue lease fee paid by the Agency for the exclusive rights to the Host Architectural Media Asset for the duration of the Contract Term.
7. "Perma Media Index (PMI)": Signifies the proprietary, algorithmic valuation matrix scoring Host assets from the 5 baseline to 100 based on demographics, facility age, and traffic velocity.
8. "Data Exhaust": Signifies all behavioral telemetry, session data, onFocus and onBlur timestamps, micro-hesitations, navigation vectors, and contextual intelligence generated by the Agency's interaction with the Platform.
9. "Proof of Performance (PoP)": Signifies the visual, cryptographic, or algorithmic evidence establishing that an advertisement is displayed at the Host location.
10. "Verification Confidence Engine (VCE)": Signifies Perma Media's proprietary anti-fraud and compliance system utilizing Google Places API semantic caching, HTML5 environment capture, and SHA-256 EXIF hash signing to validate PoP.
11. "Ambassador Engine": Signifies the automated affiliate marketing and referral module managed by Perma Media.

2. PLATFORM ACCESS, SECURITY, AND CREDENTIALING

1. The "Use It Or Lose It" PMX Cypher Mandate (Idle Bidding Seat Revocation)

1. The issuance of a PMX Cypher, whether by direct executive invitation or approved inbound request, constitutes a conditional, time-sensitive provisioning of a high-value Perma Media Exchange (PMX) seat. The Agency explicitly acknowledges that Perma Media's marketplace relies on extreme bidder liquidity. Therefore, upon scanning the PMX Cypher and authenticating their digital workspace, the Agency is bound to a strict 30-day capital deployment window. If the Agency fails to execute a finalized, funded bid on the PMX within this timeframe, Perma Media reserves the unilateral, incontestable right to programmatically revoke the Agency's digital seat, lock the workspace, and reassign their regional allocation to the public waitlist without notice or liability.
2. Seat Revocation and Bifurcated Access: The Platform strictly enforces a rolling, active-participation bidding policy to maintain marketplace liquidity. Failure to actively participate, establish market-leading positions, or maintain consistent bidding velocity on the PMX within the designated timeframes will result in the immediate, automated revocation of the Agency's bidding seat. Perma Media reserves the unilateral, incontestable right to continually assess an Agency's bidding intent and revoke idle, stagnant, or bad-faith seats at its sole discretion without prior notice.
3. In the event of seat revocation, if the Agency currently manages active, executing media leases, their access to the Platform dashboard for asset management and billing continuity will remain fully operational.
4. However, access to the active PMX auction listings will be strictly blurred and restricted until a formal reactivation request is submitted and manually approved by Platform administration.

2. Direct Brand Prohibition And In-house Exemption

1. The Perma Media Exchange (PMX) operates exclusively as a B2B programmatic infrastructure provider. Standalone Brands are strictly prohibited from directly accessing, bidding, or executing contracts on the Platform. All Brand campaigns must be exclusively routed and managed through an authorized Agency of record.
2. Exception: Multinational conglomerates operating a legally distinct, fully capitalized in-house media buying desk may petition for direct access. Perma Media reserves the absolute, unilateral right to verify and approve such exemptions. Perma Media explicitly disclaims any operational obligation, fiduciary duty, or legal expectation to liaise, consult, or communicate directly with any Brand principal.

3. Progressive Authentication & The Bidding Gate

1. Initial read-only access to the Perma Media Exchange (PMX) may be granted via a tokenized, frictionless onboarding link. However, to execute a binding bid, the Agency keyholder must formally claim their account by verifying their contact information and establishing a secure, static password. The creation of this password, paired with an authorized corporate email domain, serves as the irrefutable digital signature binding the Agency to this SLA. Following the Account Claim, all daily access shall be governed by standard password authentication protocols.
2. Geographic Provisioning and Network Access: To ensure premium inventory execution and maintain rigorous quality assurance standards for our Brand partners, access to the Perma Media Exchange (PMX) is dynamically provisioned. Upon initial activation, the Agency explicitly acknowledges that its media buying access is optimized and designated strictly for the specific geographic Designated Market Area (DMA) assigned during onboarding.
3. Authorized Market Participation: To guarantee dedicated fulfillment resources and preserve optimal network performance, Perma Media enforces a strict limit of authorized Agency bidding seats per DMA.
4. National Expansion and Syndicate Tier: The Agency's access permissions shall autonomously upgrade from Regional to National Syndicate status—granting unrestricted continent-wide access—when the Agency's cumulative, cleared financial deployment on the Platform meets or exceeds the $100,000.00 threshold. Perma Media reserves the unilateral right to manage these geographic provisions to ensure network stability and accommodate specific enterprise routing requirements.

4. Physical Credential Verification & Electronic Signature

1. Initial Platform liquidity and bidding rights are gated behind a physical cryptographic key delivered via dimensional mail. The Agency explicitly agrees that scanning the physical QR code on their platform invitation triggers the Platform's proprietary authentication protocol. The SHA-256 hash verification of this unique digital credential constitutes a legally binding electronic signature under the Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA). This action instantly verifies the Agency's identity, establishes corporate binding authority, and confirms the Agency's active bidding status.

5. Account Security And Absolute Liability

1. The Agency is solely and exclusively responsible for maintaining the strict confidentiality of its access tokens, Magic-Links, and internal network security. Any bid placed, contract executed, or Architectural Integration Fee authorized under the Agency's credentials is automatically deemed authorized, ratified, and legally binding upon the Agency. The Platform accepts zero liability, and the Agency fully indemnifies Perma Media, for unauthorized transactions, bids, or financial commitments resulting from compromised Agency networks, phishing, or hardware breaches.

2. Authorized User Liability, Seat Delegation, & Account Transfer

1. Representation of Authority & Entity Creation: By creating an Agency Workspace, electing to create a new billing entity under a shared corporate domain, or accepting the role of Primary Keyholder, the user explicitly represents and warrants that they possess the legal and corporate authority to bind their specific billing entity (the Agency) to the financial and operational terms of this Agreement.
2. Isolated Corporate Ownership: The Agency acknowledges that the PMX utilizes a flat-workspace authorization model. Perma Media does not support, recognize, or enforce multi-tier corporate hierarchies (e.g., Parent/Subsidiary oversight). The Agency agrees that the specific Workspace, including all bidding history and its associated Stripe billing profile, is a standalone entity that is the sole property of the corporate entity funding it.
3. Financial Liability: The Agency accepts absolute, unmitigated financial liability for any bids placed, contracts executed, or Architectural Integration Fees triggered by any user operating within their Workspace. Perma Media Corporation holds no responsibility for internal Agency access delegation or corporate oversight.
4. Internal Admin Transfer: The Primary Keyholder may transfer administrative and billing authority to another user within the Workspace. The individual accepting the transferred Keyholder credentials legally binds the Agency to these terms upon clicking "Agree" during the transfer protocol.
5. Corporate Recovery & IT Domain Control: Perma Media Corporation does not mediate internal employment disputes or perform manual account recoveries.In the event that a Primary Keyholder is no longer employed by the Agency or is unresponsive, it is the sole responsibility of the Agency to utilize its administrative control over its corporate email domain to execute a standard password reset, access the Workspace, and reassign the Keyholder role.
6. Prohibition of Secondary Trading & AOR Transfers: The PMX is not a secondary trading market. The Agency is strictly prohibited from selling, subleasing, or independently transferring Architectural Media Asset contracts to third-party entities. In the event a Brand client changes their Agency of Record (AOR), the acquiring agency must submit a verified Letter of Authorization to Perma Media. Perma Media reserves the sole right to execute the database transfer and may levy a standard Contract Novation Fee per asset, billable to the acquiring agency. The outgoing Agency explicitly agrees to maintain Continuous Financial Liability; their Monthly Media Lease (MML) shall remain active, enforceable, and immune to chargebacks until the exact moment the incoming Agency fully clears the activation invoice and legally assumes the lease. Upon successful incoming settlement, Perma Media shall issue an automated, pro-rated refund to the outgoing Agency for any overlapping billed days, ensuring an equitable, zero-interruption financial transition.

3. SEALED-BID AUCTION MECHANICS AND EXECUTION

1. The Blind Auction Engine

1. The Platform operates a strict, blind marketplace. To ensure maximum market liquidity and adapt to the unique demographic velocity of individual Designated Market Areas (DMAs), the Platform algorithmically assigns one of two proprietary auction methodologies to any given market: the 'Live Synchronous Auction' or the 'Asynchronous Sealed Bid.'
2. The Agency acknowledges that Perma Media does not disclose the active auction methodology of a specific DMA prior to bid submission. By engaging with the Platform, the Agency explicitly agrees to be bound by the mechanics of whichever methodology governs the target asset.
3. Under the 'Live Synchronous Auction' methodology, upon the submission of the first qualified bid on an asset, an automated countdown clock of exactly 100 hours is triggered.
4. Under the 'Asynchronous Sealed Bid' methodology, the market operates on an aggregated 14-day review window. The Agency submits their maximum authorized MML, and Perma Media's algorithmic clearinghouse resolves the order book at the conclusion of the window.
5. Market Clearance Sweeps: Perma Media reserves the unilateral right to initiate time-boxed "Market Clearance Sweeps" (e.g., a final 72-hour countdown) on aging inventory prior to algorithmic demotion or archival. These sweeps function as legitimate, absolute auction deadlines.
6. Order Book Obfuscation: To protect market integrity, Perma Media explicitly does not guarantee the display of raw numeric bidder counts. The Agency acknowledges that the Platform utilizes algorithmic "Competitive Heat Indices" and categorical threshold masking to protect order book privacy.
7. No Extensions: Deadlines are absolute. The Platform will not grant time extensions for technical difficulties, network latency, or delayed internal Agency approvals.
8. Blind Profiles: The Agency acknowledges and agrees that exact business names, facility addresses, and precise geospatial coordinates are intentionally obfuscated until the conclusion of the auction to protect Host privacy and prevent Platform circumvention. Bidding is executed based on PMI, algorithmic traffic multipliers, and AI-generated visionary mockups.
9. The Strategic Disclosure Exemption (Bidder Unmasking): To facilitate platform-wide category exclusivity and operational transparency, the Agency explicitly waives absolute anonymity during competitive bidding scenarios. Upon the formal expiration of the 100-hour auction and the settlement of a winning bid on the PMX for an Architectural Media Asset located within a facility containing active Incumbent Brands, the winning Agency irrevocably grants Perma Media the right to disclose the identity of their Brand Partner (the "Invader") exclusively to the Agencies representing the Incumbent Brands. This disclosure is strictly limited to the Brand name and category, mathematically excluding the financial value of the bid, for the sole purpose of executing platform-level conflict of interest avoidance protocols.

2. The Incumbent Proximity Protection Protocol (Rofr)

1. The Agency explicitly acknowledges that the Perma Media Exchange (PMX) prioritizes absolute brand safety and the spatial defensive rights of established Perma Media brand partners. To protect our network from hostile spatial adjacency or direct competitor displacement, if the Agency executes a winning bid on an Architectural Media Asset at a Host facility that has an existing Architectural Media Asset currently occupied by—or actively contracted for pending installation by—an incumbent Perma Media brand partner, the Agency's bid is subject to the Incumbent Proximity Protection Protocol.
2. The Agency agrees that their winning bid shall be placed in a secure hold state for a strict 72-hour window. During this period, the incumbent brand retains the exclusive right to submit a blind Proximity Defense Bid to defend their spatial territory. If the incumbent successfully surpasses the proprietary minimum financial threshold required to secure the defense, the Agency's winning bid position shall be immediately voided without penalty, and the Agency will be programmatically logged as the official runner-up in the event of a subsequent Host veto.
3. The Agency irrevocably waives any claim to the asset or damages for lost media opportunity if successfully outbid by an incumbent brand exercising these spatial defense rights, with the explicit understanding that upon the Agency's successful acquisition and execution of their own Perma Media contract, the Agency shall immediately inherit and enjoy these exact same definitive spatial defense rights against any future challengers.
4. The Architectural Integration Fee: Every asset requires an upfront Architectural Integration Fee determined by the baseline multiplier associated with the Agency's selected Finish Level. This fee is due upon acceptance of your offer. If no deposit is made within the 72-hour activation window of your notification of acceptance, the Agency is declared in Bad-Faith Default. The system will automatically charge a $1,500.00 Bid Abandonment Penalty to the Agency's saved billing profile to compensate Perma Media for algorithmic disruption and Host pacification. Following this capture, your bid will be voided and the asset will go to the second highest bidder.
5. No Dispute of Value: The Agency expressly waives all rights to demand transparency, audit, or challenge the specific mathematical multipliers applied to the Finish Levels, or the Architectural Media Asset Tier assignment applied to any media inventory.
6. The Aesthetic Floor Mandate: The Agency explicitly acknowledges that premium Media Inventory is subject to programmatic Aesthetic Floors. To preserve the architectural integrity of the Host facility, the Platform strictly prohibits the selection of Level 1 (Single-Layer) finishes at any facility classified as Tier 1 or Tier 2. The Agency agrees to format and supply creative vector assets that accommodate a minimum of a Level 2 (Dual-Layer) finish for these locations.

3. One-way Escalation And Binding Commitments

1. All bids submitted on the Platform are irrevocable upon submission.
2. Escalation & Unilateral Nullification: The Agency may modify bids upward at any point during the 100-hour window. The Agency possesses absolutely no right to withdraw, retract, or decrease a committed bid due to clerical errors, budget changes, or negligence. However, Perma Media reserves the unilateral right to nullify, reject, or delete any bid it algorithmically or manually deems to be a bad-faith submission, a gross typographical error, or a systemic risk, without prior notice or justification.
3. Contract Formation: Upon the expiration of the auction and subsequent selection by the Host, the Agency's winning bid automatically and instantly forms a binding The mathematically determined operational duration based on verified property rights.-month exclusive local advertising contract. Failure to honor this commitment constitutes a material breach of this Agreement.

4. The Logged Runner-up & Waterfall Liability

1. The Agency explicitly acknowledges that the PMX operates a continuous escrow waterfall protocol. In the event the Agency submits a valid bid that meets the Platform's minimum starting bid requirements, but receives a UI notification indicating the bid is "insufficient to take the lead," the Agency's bid is NOT voided. It is securely logged as a runner-up for a strict maximum duration of exactly 30 days. Upon the expiration of this 30-day window, the runner-up bid is automatically and permanently voided, eliminating any indefinite standing obligations. Should the primary winning Agency default on their Architectural Integration Fee, or should the Host exercise a veto against the primary winner within this active window, the Platform is irrevocably authorized to formally extend the endowment opportunity to the leading runner-up Agency. The Platform shall dispatch a notification granting the runner-up a strict 24-hour Affirmative Right of First Refusal (ROFR) window. To secure the asset, the runner-up must affirmatively authenticate their session, actively re-confirm their original bid terms, and execute the payment capture for their selected Finish Level’s Architectural Integration Fee entirely within this exact 24-hour window.

5. Rate Limiting And Market Integrity

1. To ensure auction integrity and prevent API abuse or brute-force manipulation, the Platform enforces a strict rate limit of exactly 10 bid submission per 60-second interval per Agency ID. The Platform is fully indemnified against any claims of "missed bids" or lost inventory due to this automated rate limiting or standard network latency (guaranteed only up to ~99.95% SLA uptime).

6. Technology Disruptions And Auctioneer Supremacy

1. The Agency acknowledges that the Platform operates electronically and relies on third-party cloud infrastructure that may experience unexpected latency, API failures, or total outages. Perma Media, acting as the sole and exclusive auctioneer, reserves the absolute, unilateral right to suspend, cancel, extend, or restart any 100-hour auction due to technical disruptions, suspected market manipulation, or algorithmic clearance sweeps. Should Perma Media exercise its right to extend an auction timeframe, such extensions shall be systemically disclosed and equally applied to all active bidders. Perma Media bears zero liability for bids that are delayed, unrecorded, or dropped due to system failure. No Agency shall have a claim to a "winning" status if an auction is contested or delayed due to technological malfunction.

4. FINANCIAL ROUTING, MARGIN PROTECTION, AND ESCROW MECHANICS

1. Design Overage Arbitration & Refunds

1. The Architectural Integration Fee is strictly non-refundable. Upon settlement, the Agency must submit vector design files. If Perma Media determines the submitted designs exceed the manufacturing constraints of the selected Finish Level, Perma Media shall issue a “Design Overage Assessment” to quote on the additional integration costs. If the Agency declines to pay the overage, Perma Media reserves the unilateral right to cancel the contract.
2. ONLY in the event of a Perma Media-initiated cancellation due to a declined overage assessment shall the Architectural Integration Fee be refunded to the Agency minus a mandatory, non-negotiable Administrative Pre-Production Penalty equal to 5% of the total Architectural Integration Fee. This non-refundable penalty explicitly covers unrecoverable merchant gateway processing fees, API server compute costs, and administrative labor incurred by the Platform prior to cancellation.
3. In the event of a Brand-initiated cancellation prior to physical manufacturing, Perma Media shall autonomously deduct a strictly enforced 5% administrative fee from the escrowed deposit to cover unrecoverable merchant processing fees, manual aesthetic adjudication labor, and administrative costs incurred by Perma Media. The Agency explicitly waives all legal rights to initiate chargebacks for this penalty assessment. Otherwise, the Architectural Integration Fee is 100% non-refundable the moment the transaction clears.
4. The Bespoke Vector CapEx Assumption: The Platform utilizes a standardized template matrix to calculate exact fractional material yields for baseline Architectural Integration Fees. The Agency possesses the unrestricted right to bypass this catalog and upload bespoke vector topologies for their Architectural Media Asset.
5. The Custom Architectural Integration Fee Recalculation: The Agency explicitly acknowledges and legally consents that the submission of any bespoke vector file automatically triggers the Platform's maximum liability compiler. To aggressively insulate the Platform from complex CAD quality assurance overhead, the Platform will legally and irrevocably assess a maximum material coverage assumption across all secondary layers of the selected Finish Level.
6. Dispute Waiver: This automated recalculation mathematically absorbs the manual CAD labor and customized toolpath routing required for non-standard geometries. The Agency irrevocably waives any right to dispute, chargeback, or legally contest the resultant inflated Architectural Integration Fee, explicitly acknowledging it as a fundamental structural requirement of custom physical fabrication, not a hidden surcharge.
7. Dimensional Variance & Shrinkage Arbitrage: The Agency explicitly acknowledges that PMX dimension listings are based on Host-provided estimates. Upon the submission of precise, tape-measured dimensions by the Host, if the true physical footprint is smaller than the estimated footprint, the Agency explicitly agrees that they are purchasing the exclusive architectural rights to the zone, not an exact square-footage commodity. The Agency irrevocably waives any right to demand a pro-rated refund, credit, or chargeback for dimensional shrinkage, and Perma Media shall retain an Architectural Integration Fee surplus in its entirety.

2. Programmatic Margin Protection Gates

1. Universal Payment Routing & The CapEx Ceiling: Agencies may process Monthly Media Lease (MML) payments and standard Architectural Integration Fees via credit card. By selecting credit card processing, the Agency irrevocably consents to absorb a dynamic 3% Convenience Fee appended automatically to the invoice. However, to maintain supply-chain liquidity, the Platform enforces a strict $10,000.00 limit on all credit card transactions. Any Architectural Integration Fee or consolidated batch invoice exceeding the $10,000.00 threshold must be strictly settled via irreversible Institutional Direct Debit (ACH for US, PAD for Canada) or Institutional Wire Transfer. Because this specific payment routing is mandated by the Platform, any associated $250.00 or $8.00 shall be automatically waived.
2. The Agency explicitly agrees that institutional Direct Debit (ACH for the United States, PAD for Canada) payments are subject to a base processing fee of 0.8% per transaction.
3. To mathematically guarantee operational liquidity for high-volume enterprise deployments, this Direct Debit processing fee is strictly capped at a maximum of $5.00 per authorized transaction.
4. The Agency acknowledges that the Perma Media Exchange checkout architecture does not offer any consumer-grade financing. All third-party installment financing options are disabled (“Buy Now, Pay Later” options = FALSE) within the checkout portal to enforce Tier-1 enterprise capital requirements.

3. Escrow Risk, Liquidity Float, And Multi-party Payouts

1. The Platform acts solely as a technology provider and marketplace facilitator, not a bank or money transmitter.
2. Liquidity Float: All collected MML funds are securely held in the Platform's overarching Stripe Connect ledger for a 30-day liquidity float. The Agency expressly consents to this structure and waives any claim to interest generated during the float period.
3. Agency Management Commission: Authorized advertising agencies acting as the disclosed agent on behalf of a Brand Partner shall receive a management commission calculated against the final executed Net Monthly Media Lease (MML). The applicable commission rate shall not be universally static; rather, it shall be dynamically established, displayed, and locked within the Platform's execution interface or the explicitly generated Insertion Order (IO) at the precise time of transaction. The Agency's final authorization of a bid constitutes an irrevocable, legally binding acceptance of the bespoke commission rate presented during that specific authenticated session. This commission is distributed programmatically via Stripe Connect after the conclusion of the 30-day liquidity float. If a Brand Partner executes an agreement directly without an Authorized Agency, Perma Media retains this exact percentage as a "Direct Management Fee."
4. In-House Net-Pricing Carve-Out: While approved in-house media desks are granted Platform access under the "Agency" designation, they are explicitly and irrevocably prohibited from receiving any standard management commission. All media leases executed by an in-house desk are billed at absolute net-pricing. The standard management commission allocation otherwise applicable to Authorized Agencies shall be legally forfeited by the in-house desk and programmatically re-routed in its entirety to Perma Media Corporation’s net margin.

4. Automated Dunning And Contract Default

1. In the event of an MML payment failure, the Platform will initiate a 7-day dunning sequence utilizing Stripe's Smart Retries machine-learning models.
2. Suspended Escrow: During this cycle, all Host stipends and Agency commissions are placed in Suspended Escrow.
3. The Agency is granted a strict 5-day grace period from the initial invoice failure date to resolve the payment disruption without financial penalty.
4. Upon the expiration of this 5-day window, the Platform will algorithmically assess a compounding 1.5% late fee against the delinquent balance for every month the invoice remains unsettled.
5. Default Declaration: If the payment failure is not rectified upon the expiration of the 7-day cycle, the Agency is declared in Default. The physical asset will be immediately stripped of the Agency's creatives, and the status reverted to Available. The Agency remains legally liable for all missed payments and applicable liquidated damages (See Liquidated Damages Section).
6. Revenue Distribution & Audit Waiver: The Agency and/or Brand explicitly acknowledges that the Gross MML is subject to a proprietary, internal automated distribution waterfall via Stripe Connect to fund Host stipends, platform maintenance, and contingency reserves. The Agency/Brand irrevocably waives any right to dispute, audit, demand transparency into, or claim any portion of the gross MML beyond the bespoke commission rate dynamically established and legally accepted during their specific transaction (if applicable).

5. Conditional Sequential Liability And Joint Obligations

1. Perma Media acknowledges that the Agency acts as an authorized agent for a disclosed principal (the Brand). The Agency is granted Conditional Sequential Liability exclusively for recurring MML payments, provided they formally assign the debt to Perma Media upon Brand default. To accommodate active Non-Disclosure Agreements (NDAs) and Stealth Campaigns, the Agency is not forced to expose the Brand's identity on the open exchange. Instead, the Agency may utilize the Stealth Campaign Checkbox at the exact time of bidding, explicitly warranting that the undisclosed Brand does not violate the Host's published Blacklist. The Agency possesses a strict 14-day window post-bid to formally disclose the plaintext corporate identity to the Platform. Provided the identity is disclosed within this window, the Agency's liability shield remains intact. The Agency explicitly acknowledges that a Stealth Bid forces the Host to waive their Subjective Veto to secure funding; therefore, if the subsequently disclosed Brand is found to violate the Host's pre-established Blacklist, the Agency is in immediate breach of the Bidding Covenant, forfeiting the 5% Administrative Pre-Production Penalty and voiding the contract. Any funds secured via Stripe Capital or third-party financing to satisfy the upfront Architectural Integration Fee are strictly excluded from this sequential shield.
2. In the event of Brand non-payment exceeding the 7-day retry cycle, the Agency is formally granted a 14-day grace period to provide Perma Media with formal written assignment of the debt and all necessary documentation to pursue the Brand directly. Should the Agency fail to facilitate this direct collection upon the expiration of this window, or fail to disclose the Brand identity within the 14-day disclosure window, the Agency's Sequential Liability shield is instantly dissolved and the Agency and Brand become Jointly and Severally liable for all outstanding MML and Liquidated Damages.
3. Prohibition of Third-Party Financing: To enforce Tier-1 enterprise capital requirements, the Platform explicitly prohibits the use of "Buy Now, Pay Later" (BNPL) or third-party installment financing (including Stripe Capital) to satisfy the upfront Architectural Integration Fee. The Agency must remit capital in full via approved credit or institutional routing.
4. Contingent Make-Whole & Subrogated Fiat Refund: Should a Host commit Commercial Sabotage or default resulting in the destruction or impairment of an active media asset, Perma Media shall execute a strict dual-track remediation protocol to protect Agency capital.
5. For minor, curable physical infractions (e.g., vandalism, temporary obstructions), Perma Media shall issue a direct, pro-rated fiat refund against the Monthly Media Lease (MML) strictly for the exact duration of the documented downtime (up to a maximum of 3 months), ensuring the Brand is made whole instantly for unrendered media. MML charges will only resume after the remediation has been concluded and the media asset has been returned to Active status.
6. If no remediation is possible (total loss, Host abandonment, or facility closure), Perma Media explicitly recognizes the initial Architectural Integration Fee as fully earned upon initial deployment. It is strictly non-refundable out of corporate capital. Instead, Perma Media acts as a legal proxy, independently subrogating the claim against commercial insurance and the Host's Personal Guarantee. IF AND ONLY IF Perma Media successfully recovers the damages, the Agency will be issued a direct, contingent fiat refund to their original payment method for the unamortized portion of the Architectural Integration Fee based on the remaining contract duration at the time of default. Perma Media absorbs the Stripe refund fees to shield the Agency from recovery friction, but bears zero financial liability if the subrogation fails.

6. Blacklist Compliance & Veto Penalties

1. Self-Assessment Mandate: Perma Media publishes explicit "Architectural Media Asset Blacklists" (prohibited categories and domains) set by the localized facility Host. The Agency/Buyer legally assumes the sole responsibility for cross-referencing their specific Brand Client against the Architectural Media Asset Blacklist prior to executing a bid.
2. Prohibited Bidding Penalty: If an Agency executes a winning bid on behalf of a Brand Client that explicitly violates the published Architectural Media Asset Blacklist, and the Host subsequently executes a "Violation Veto," the Agency is considered in breach of the Bidding Covenant.
3. The Veto Processing Fee: Upon a Brand Safety Violation Veto, the Agency’s winning bid position will be voided; however, the Agency will be subject to a $250.00 Veto Processing Fee (automatically invoiced to the Agency's billing profile) to compensate Perma Media for auction disruption and additional administrative costs.
4. Subjective Veto & Compliance Exemption: If a Host vetoes an Agency's bid for subjective reasons not listed on the Architectural Media Asset Blacklist, OR if the Platform autonomously issues a "Facility Conflict Veto" due to the Host's failure to complete mandatory KYC / regulatory compliance onboarding during the auction clearance window, the Agency is entirely shielded. The Agency will incur zero penalties and will be released from the Escrow state without charge.

7. Early Deployment & Bonus Yield Allocation

1. Timeline Elasticity: The Agency’s PMX clearing bid is strictly tied to the 100-day standard fulfillment window. However, Perma Media may, at its sole discretion, successfully deploy the physical architecture prior to the contracted commencement date.
2. Bonus Runtime: In the event of an accelerated deployment, the Agency's approved media will be displayed on the Inventory immediately. This pre-commencement runtime is classified as the The unbilled operational grace period granted between physical deployment and formal contract commencement. and is provided to the Agency entirely free of charge. Official billing and contract duration countdowns will strictly commence on the originally projected fulfillment date.
3. The "As-Is" Liability Shield: The Agency explicitly acknowledges that during the The unbilled operational grace period granted between physical deployment and formal contract commencement., the Architectural Media Asset is provided strictly "As-Is." All Contingent Make-Whole provisions and physical remediation SLAs are entirely suspended until the official billing commencement date. Perma Media bears absolutely zero liability for temporary obstructions, vandalism, or damage occurring during this unbilled grace period.

5. PROOF OF PERFORMANCE (POP) AND LIABILITY SHIELDING

1. Verification Confidence Engine As Sole Arbiter

1. The programmatic Out-of-Home industry is subject to physical discrepancies. By using the Platform, the Agency explicitly agrees that Perma Media's internal Verification Confidence Engine (VCE)—whether operating in an automated cryptographic capacity or an 'Administrator-Verified' manual state as disclosed by the MANUAL—serves as the sole, incontestable arbiter of an asset's validity and performance. The Agency waives any right to demand, enforce, or utilize third-party auditing firms (e.g., Geopath, BDO) for Proof of Performance.

2. Exemption From "Make-goods" And Physical Disputes

1. Hosts are contractually mandated to execute quarterly live visual audits utilizing HTML5 capture='environment' to verify the physical condition of the Architectural Media Asset.
2. Absolute Indemnification: The Platform accepts zero financial liability for physical obstructions at the Host location (e.g., equipment blocking a mural), damage to the PET felt panels by third parties, or temporary facility closures.
3. Commercially Reasonable Enforcement & No Withholding: In the event of a physical obstruction or Host-driven discrepancy, Perma Media is explicitly obligated to use commercially reasonable efforts to enforce compliance, which includes the immediate suspension of the Host's stipend until the obstruction is cleared. Because Perma Media actively enforces this remedy on behalf of the Brand, the Agency expressly waives the right to demand financial "make-goods," prorated credits, or to unilaterally withhold MML payments during the enforcement period.

3. Host Self-reported Data And Esg/csr Disclaimers

1. The Platform provides advanced search mechanics, including but not limited to ESG/CSR Filter Badges (e.g., Women-Owned, Minority-Owned) and localized foot traffic estimations. The Agency explicitly acknowledges and agrees that all ESG/CSR designations, demographic data, and facility traffic volumes are entirely "Host Self-Reported Data." Perma Media does not independently verify, underwrite, or warrant the accuracy, legality, or current status of these claims. In the event an audit reveals a Host has misrepresented their ESG/CSR status or traffic volume, the Agency irrevocably waives any right to terminate this Agreement, demand a refund of the Architectural Integration Fee, or withhold the Monthly Media Lease (MML). Any dispute regarding diverse media spend compliance or traffic variance rests strictly between the Agency and the Host. Furthermore, Perma Media provides genuine, physically verifiable acoustic accessibility infrastructure but makes no legal or accounting warranties that the resulting media buy qualifies as a compliant Environmental, Social, and Governance (ESG), Corporate Social Responsibility (CSR), or Diversity, Equity, and Inclusion (DEI) expenditure under SEC, FTC, or other federal/provincial regulatory guidelines. The Agency assumes 100% of the legal and reporting liability for classifying this expenditure in their corporate filings. Perma Media is fully indemnified against all such claims, including any allegations of 'greenwashing' or ESG disclosure violations.

4. Aesthetic Variance And Dye-lot Immunity

1. The Agency explicitly acknowledges that the physical acoustic media is fabricated from recycled PET textiles subject to natural, unavoidable dye-lot variations. Perma Media bears absolutely zero financial or operational liability for minor color mismatches, shade variations, or textural imperfections across different manufacturing batches, asynchronous zone deployments, or modular replacements deployed during the term. The Agency irrevocably waives any right to demand make-goods, prorated financial credits, or contract termination based on optical deviations between the AI-generated visionary mockups and the physical manufactured goods, or between distinct physical panels within the Host facility.
2. Orphaned Inventory Structural Reuse Waiver: When an Agency secures an Architectural Media Asset from the 'Orphaned' remarketing pool on the Perma Media Exchange (PMX), Perma Media legally guarantees that all visible acoustic felt facades (including the base layer and any subsequent design layers) will be fabricated out of 100% brand-new, precision CNC-cut PET felt. However, the Agency explicitly acknowledges and agrees that the underlying wooden sub-frame and structural edge banding remain re-used and recycled from the legacy on-site installation to preserve marketplace unit economics. The Agency unconditionally accepts this structural reuse and irrevocably waives any right to demand a net-new timber sub-frame buildout.
3. Material Substitution & Safety Compliance: Perma Media guarantees that all acoustic PET felt deployed across the network strictly complies with baseline commercial fire safety regulations, including ASTM E84 Class A standards for North American deployments. However, the Agency explicitly acknowledges that Perma Media reserves the absolute, unilateral right to substitute material suppliers, fabrication partners, and PET grades at any time to preserve supply chain liquidity. The Agency irrevocably waives any right to demand specific material brands, contest the subjective aesthetic "quality" of the commercial-grade acoustic felt, or audit Perma Media's manufacturing origins, provided the fundamental acoustic and fire-safety thresholds are met.

5. The Localized Digital Amplification Disclaimer

1. The Agency explicitly acknowledges and agrees that the core media asset procured via the Perma Media Exchange (PMX) is the physical, architectural media installation. The portion of the MML allocated to localized digital ad-spend deployed by Perma Media is provided strictly as a "Best-Efforts Ecosystem Bonus" intended to incentivize the Host facility and provide collateral digital amplification for the Brand.
2. No Digital Quotas: Perma Media makes absolutely no warranties, guarantees, or contractual commitments regarding digital impression volume, Click-Through Rates (CTR), or Return on Ad Spend (ROAS).
3. Host Forfeiture Immunity: The execution of these digital campaigns is entirely contingent upon the Host's compliance with their User-Generated Content (UGC) mandates. Should a Host fail to provide the required Partnership Ad Codes, the digital amplification is forfeited by the Host. Perma Media bears absolutely zero financial or operational liability to the Agency or Brand for this forfeiture, and the Agency irrevocably waives any right to demand digital make-goods, alternative ad placements, or pro-rated refunds of the Monthly Media Lease (MML).

6. INTELLECTUAL PROPERTY, VISIONARY MOCKUPS & LICENSE GRANTS

1. Perma Media Intellectual Property

1. To facilitate the blind auction, the Platform deploys high-end AI-generated "Before and After" visionary mockups to showcase the modernization impact. These mockups, the Platform source code, the PMI algorithms, and the UI/UX design remain the exclusive, copyrighted intellectual property of Perma Media.
2. Pursuant to USMCA Article 19.3, both Parties acknowledge that all AI-generated visionary mockups, UI/UX designs, and Digital Twins are classified strictly as "digital products transmitted electronically." The Agency agrees that no customs duties, fees, or other charges shall be imposed on or in connection with the cross-border electronic transmission of these digital products.

2. Agency License Grant For Manufacturing

1. Absolute Intellectual Property Indemnification: The Agency explicitly acknowledges that Perma Media acts solely as an automated manufacturer and physical marketplace facilitator of the Agency’s submitted CAD and vector files. The Agency legally warrants that it owns or possesses the irrevocable commercial rights to all intellectual property, trademarks, and copyright material embedded within the submitted designs. The Agency unconditionally agrees to fully indemnify, defend, and hold Perma Media completely harmless against any third-party claims, lawsuits, or statutory damages arising from intellectual property infringement, absorbing 100% of all legal defense fees, settlements, and physical hardware remarketing costs incurred by the Platform as a result of manufacturing the Agency's requested design.
2. By uploading brand assets, logos, and creative copy, the Agency grants Perma Media a worldwide, royalty-free, irrevocable license to modify, vectorize, CNC-cut, and physically manufacture the assets entirely out of precision-cut PET felt.
3. Omnichannel Trademark, Promotional & UGC License: Upon submission of the creative assets, the Agency, acting with absolute corporate authority on behalf of the Brand, irrevocably grants Perma Media, its participating Hosts, and its affiliates a perpetual, worldwide, royalty-free license to modify, manufacture, photograph, digitize, distribute, and publicly display the final installed Architectural Media Asset (including all embedded Brand intellectual property and trademarks). This license explicitly authorizes Perma Media and its Hosts to utilize not only the official Cryptographic Proof of Performance (PoP) images, but also any Host-captured media, contractor documentation, and User-Generated Content (UGC) captured by patrons, guests, or third parties interacting with the premises. Perma Media retains the absolute right to leverage all such media for internal case studies, corporate marketing materials, platform websites, and the financial execution of localized digital ad-spend via third-party social networks to fulfill the Host's digital amplification mandate. The Agency explicitly acknowledges that the Asset resides in a highly trafficked commercial environment and irrevocably waives any claims of trademark infringement, right of publicity, or brand degradation arising from organic public photography, UGC, or Host-driven social media distribution.

3. Post-term Asset Ownership

1. Upon termination of the MML term, the Architectural Media Asset remains the exclusive, unencumbered property of Perma Media. The Agency explicitly acknowledges it possesses zero authority to transfer physical ownership. Any retention of the Acoustic Hero Wall by the Host facility is strictly subject to a formal decommission buyout executed directly with Perma Media.

4. Agency Vanity License And Portfolio Rights

1. While Perma Media retains absolute ownership of all manually and/or AI-generated visionary mockups and platform intellectual property, Perma Media grants the Agency a limited, non-exclusive, non-transferable license to utilize the final installed campaign imagery and associated mockups strictly for Agency self-promotion, internal portfolios, and industry award submissions. The Agency is explicitly prohibited from utilizing Perma Media’s visionary mockups to solicit competitive bids, reverse-engineer the 100-point Perma Media Index, or provision services from rival Out-of-Home (OOH) networks.

5. Agency Operational Obligations & The Zero-friction Shield

1. In exchange for authorized access to the PMX and any applicable Agency commissions, the Agency legally acts as the Principal Account Manager and Operational Firewall for its Brand Clients.
2. Absolute Creative Burden: Perma Media provides zero design, formatting, or resizing services. The Agency is strictly obligated to upload cut-ready, perfectly dimensioned files conforming to the exact dimensions dictated by the Architectural Media Asset specs and provided instructions/template files. Any cut failures resulting from poor file formatting are the sole financial responsibility of the Agency.
3. Strict Naming Convention and Inlay Separation: The Agency is strictly obligated to upload cut-ready, perfectly dimensioned files conforming to the exact dimensions dictated by the Architectural Media Asset specs and Finish Level. For Finish Level 2+ designs featuring multi-color inlays on a single physical elevation, the Agency must utilize the singular downloaded master template and isolate the vector materials onto distinct, explicitly named layers within the single .ai file payload. The Agency explicitly agrees to enforce the Perma Media File Naming Convention ([Architectural_Media_Asset#]_[Layer#]_[MaterialCode]) upon their Brand Designers. Any design file that deviates from this exact syntax or fails to isolate materials into discrete files will be instantly rejected by the system's algorithmic compiler. Perma Media bears absolutely zero liability for delayed deployments resulting from the Agency's failure to adhere to this digital syntax mandate.
4. The Veto Buffer: If a Host exercises a valid Brand Safety Veto, the Agency assumes the sole responsibility of communicating the rejection to their Brand Client and executing any required creative revisions. Perma Media will not liaise with, or provide customer support to, the underlying Brand.
5. Principal Financial Liability: The Agency agrees that they are financially liable as the Principal buyer. The Agency's billing profile is the entity invoiced via the PMX Activation state. If the Brand Client delays payment to the Agency, the Agency remains strictly liable for clearing the PMX Escrow and Monthly Media Leases.
6. Cryptographic Finality: The Agency expressly agrees that Perma Media’s "Cryptographic Proof of Performance" (GPS-locked, time-stamped photos and/or time-lapse video) constitutes the absolute, unchallengeable proof of campaign activation. Upon generation of the Cryptographic PoP, the Agency waives all rights to withhold payment based on subjective aesthetic preferences.

6. The Creative Upload Obligation & "Media Burn" Penalty

1. To ensure maximum capital velocity and zero downtime for the Host facility, the Agency is strictly bound to the creative upload timelines defined within this Agreement.
2. The Upload Deadline & Creative Delegation: The Agency explicitly acknowledges that precision manufacturing relies on exact architectural dimensions. Upon the system updating the Architectural Media Asset status to IN_PRODUCTION (signifying the Master Design Template has been generated), the Agency is granted a strict 7-day window to execute their designs and upload the final, compliant, cut-ready vector artwork (.ai and .png) to the Platform.
3. The Delegation Mandate: To streamline operations, Perma Media provides the Agency with a secure, tokenized "Design Portal URL." The Agency is heavily encouraged to distribute this URL directly to their Brand Designer, allowing the designer to bypass PMX authentication to download the Master Template and upload the final assets. However, the Agency explicitly agrees that delegating this URL does not absolve them of their SLA liability. The Agency remains the sole Principal in this transaction. If the Brand Designer fails to upload the correct, perfectly formatted files before the 7-day deadline expires, the Agency remains strictly liable for all resulting "Media Burn" penalties and delayed deployment costs.
4. Operational Communication & The Email Capture Gate: To ensure rapid turnaround times and frictionless quality control, Perma Media’s Tokenized Design Portal requires the uploading party (the Brand Designer) to provide a direct contact email address prior to submitting the creative assets. The Agency explicitly authorizes Perma Media to use this email address to send automated CAD Pre-Press error logs and revision requests directly to the designer. However, the Agency Principal will be simultaneously copied (CC'd) on all rejection notices. The Agency understands that this direct communication vector is provided strictly for operational velocity and does not shift the ultimate legal or financial liability for SLA deadlines away from the Agency.
5. The Media Burn Enforcement: The Agency explicitly acknowledges that the physical manufacturing, shipping, and installation timeline is mathematically tethered to this 7-day upload window, and that Estimated Activation Dates for presale inventory are strictly governed by standard supply-chain physics. Should the Agency fail to upload compliant designs within this deadline, the physical installation of the Media Asset will be proportionally delayed. However, the Agency irrevocably agrees that the The mathematically determined operational duration based on verified property rights.-month contract term and the recurring Monthly Media Lease (MML) billing cycle shall automatically commence on the originally calculated Estimated Activation Date. The Agency assumes 100% financial liability for burning through their paid media lease while the physical Architectural Media Asset remains blank (for net-new inventory) or continues to display the incumbent Brand's legacy advertising (for presale inventory) due to the Agency's creative delay. The Agency explicitly waives any right to dispute, withhold MML payments, or initiate chargebacks under these circumstances.
6. The Pre-Press Escalation & Administrative Intervention Penalty: The Agency acknowledges that Perma Media’s CAD Pre-Press Technicians are strictly provisioned to engineer compliant files for CNC manufacturing (e.g., adding part numbers and adhesive mapping). They are not graphic designers and will not rebuild structurally flawed artwork.
   If the Agency’s delegated Brand Designer uploads fundamentally non-compliant artwork that forces a rejection by our CAD Technicians exceeding the 2-attempt maximum, the Architectural Media Asset will be administratively locked. Upon this escalation, the Agency will be assessed a manual $250.00 deducted from their Escrow deposit to cover internal triage. Furthermore, all SLA deployment timers remain active during these rejection loops; Perma Media will CC the Agency Principal on all rejection notices to ensure real-time visibility, but repeated non-compliance does not pause the Agency's deadline to finalize assets.

7. End-of-term Intellectual Property & Post-term Media Burn

1. To protect the PMX infrastructure, Perma Media retains absolute, perpetual ownership of all architectural media hardware deployed in Host facilities. Upon the natural expiration or termination of a Monthly Media Lease (MML) where the Agency declines to renew, Perma Media is explicitly absolved of any financial or operational obligation to physically remove, uninstall, or dismantle the Brand's proprietary acoustic media from the Host facility.
2. The IP Sanitization Election: The Agency/Brand retains two absolute options upon termination:

1. Voluntary Abandonment (Discretionary Repurposing): The Brand may elect to abandon the acoustic media on the wall at the conclusion of the term. The Agency and Brand explicitly acknowledge and agree that Perma Media and the Host Facility retain the absolute, unencumbered right—but have zero legal obligation—to leave the legacy branding intact indefinitely, cover it, repurpose it, or physically demolish it when a new Brand Sponsor secures the real estate. The Brand expressly waives any future claims of trademark infringement or IP dilution resulting from the natural degradation or subsequent Host-directed modification of voluntarily abandoned media.
2. Funded Decommissioning: If the Brand explicitly requires their proprietary logo or intellectual property to be sanitized or removed from the public facility, the Agency must formally request a "Decommissioning SOW." The Agency agrees to pay a mandatory $250.00 administrative fee plus the exact quoted cost of localized third-party demolition labor to neutralize the Architectural Media Asset.

3. Template Adherence & Aesthetic Voids ("No-Fly Zones"): Perma Media shall provide proprietary Adobe Illustrator .ai design templates featuring explicit exterior bounding boxes (Safe Design Areas) and digital overlays indicating any known physical wall obstructions (e.g., HVAC returns, fire alarms, thermostats) identified as "No-Fly Zones." The Agency is solely and exclusively responsible for formatting its creative assets to safely accommodate these physical realities. Perma Media bears absolutely zero liability for aesthetic disruption, missing logo elements, misaligned typography, or copyright mutilation caused by the Agency's failure to respect template boundaries or locked "No-Fly Zones" prior to CNC fabrication.

7. CONFIDENTIALITY, TARIFF ABSORPTION & AUDIT WAIVER

1. Fulfillment Velocity Strategy

1. To maximize deployment speed, the Platform utilizes direct-to-site importing of finished manufactured goods. The Agency explicitly acknowledges that all associated cross-border taxes, tariffs, and customs duties are applied as a dynamic pass-through cost. The initial Architectural Integration Fee contains an estimated baseline tariff buffer. Because border authorities assess tariffs based on the date of entry rather than the date of order, the Platform autonomously re-queries live Harmonized Tariff Schedule (HTS) rates via the TRUE protocol both prior to manufacturing and upon port arrival. If the live tariff variance exceeds the baseline buffer at either milestone, Perma Media shall issue a Tariff Surcharge Assessment. The Agency must settle this assessment within a strict 72-hour window prior to the release of the goods. Failure to settle constitutes an Agency Default, resulting in the cancellation of the contract, abandonment of the cargo at the port, and the forfeiture of the Administrative Pre-Production Penalty.

2. Absolute Margin Secrecy And Audit Waiver

1. The Agency explicitly waives any right to audit the Platform's manufacturing margins, supply chain routing, wholesale costs, or markup formulas. No demands for "cost-plus" transparency, supply chain receipts, or manufacturing disclosures will be entertained under any circumstances.
2. The Velvet Rope Non-Disclosure and Market Secrecy Protocol: The Agency explicitly acknowledges that the Perma Media Exchange (PMX) operates as a strictly closed-network, highly confidential dark-pool marketplace. The Agency's access credentials grant them exclusive viewing rights to highly classified market data, including but not limited to Blind Profiles, algorithmic Perma Media Index (PMI) scores, Facility Tier assignments, active bid counts, and AI-generated visionary mockups.
3. Absolute Prohibition on Sharing: The Agency is strictly and legally prohibited from sharing, screenshotting, broadcasting, or otherwise transmitting any data, UI elements, or algorithmic valuations found on the PMX with any unapproved third party, unauthorized media buyer, or external Brand representative not directly bound by this MSA.
4. The Supply-Side Firewall: Under absolutely no circumstances shall the Agency disclose a facility's algorithmic PMI score (e.g., 75), Facility Tier (e.g., Tier 1, Tier 2, Tier 3), or any other internal PMX valuation metric to the underlying Host facility, facility owner, or on-site manager, including during the 48-hour Host Veto Window.
5. Penalty for Leakage: While Perma Media encourages authorized Agents to utilize their unique referral links to invite peer agencies into the network, the unauthorized leakage of raw PMX dashboard data constitutes a material breach of this Agreement. Perma Media reserves the unilateral right to instantly terminate the Agency's access, revoke their Bidding Seat, and execute a total forfeiture of any pending or Suspended Escrow management commissions without warning or recourse.

8. DATA EXHAUST, BORDERLESS COMPLIANCE & PRIVACY LAWS

1. Absolute Ownership of Data Exhaust: The Platform generates continuous, invisible data exhaust. The frontend pipes interaction telemetry, including onFocus and onBlur timestamps, into a proprietary database utilized for Continuous Linear Regression and Random Forest Classifier models. Perma Media acts as the Data Controller for this telemetry. The Agency explicitly acknowledges and agrees that Perma Media possesses the absolute commercial right to aggregate, anonymize, package, and leverage this Data Exhaust to train internal valuation algorithms, improve platform functionality, and generate anonymized macro-market analytics. The Agency retains no right to compensation or royalty for this operational data processing.

2. Borderless Compliance And Usmca Data Supremacy

1. The Platform is architected for cross-border dominance across North America.
2. Treaty Context & Cross-Border Consent: While the United States-Mexico-Canada Agreement (USMCA) Chapter 19 promotes the free flow of digital trade, all cross-border data transfers are strictly governed by explicit user consent pursuant to PIPEDA Schedule 1, Principle 4.1.3, the CCPA, and applicable Standard Contractual Clauses (SCCs) for global adjacency. By utilizing the Platform, the user provides explicit, informed consent to the cross-border transfer, storage, and processing of all telemetry, financial data, and algorithmic modeling on servers located in the United States and/or Canada.
3. Geo-IP Localization: The Platform will natively utilize Geo-IP telemetry to execute currency conversions.
4. Jurisdiction Waiver and CBPR Adherence: The Platform utilizes the APEC Cross-Border Privacy Rules (CBPR) System to ensure comparable privacy protections across jurisdictions. The Agency legally consents to this centralized processing and explicitly waives any right under local, state, or provincial law (including PIPEDA, CCPA, or equivalent statutes) to demand localized data storage acknowledging that centralized US-based and/or Canadian-based infrastructure is a fundamental operational prerequisite for the Perma Media Network.

3. Ccpa, Vcdpa, And Gdpr Adherence

1. Perma Media operates strictly as a "Service Provider" (under CCPA) or a "Data Processor" (under GDPR/PIPEDA) regarding any targeting or first-party data uploaded by the Agency.
2. Agency Liability: The Agency remains the sole "Data Controller" and warrants that it has secured all necessary consents, opt-ins, and legal bases to utilize any targeted audience data on the Platform.
3. Indemnification: The Agency shall fully indemnify and hold Perma Media harmless against any regulatory fines, class-action lawsuits, or statutory damages arising from the Agency's violation of global privacy laws.

4. Algorithmic Currency Conversion And Price Discrimination Waiver

1. To facilitate seamless cross-border transactions under USMCA provisions, the Platform natively utilizes Geo-IP telemetry to route US-based IP addresses to USD pricing and Canadian-based IP addresses to CAD pricing, executing conversions strictly via the dynamic 1.37 multiplier.
2. The Agency and/or Brand explicitly acknowledges that this automated Geo-IP localization is provided as a strict platform convenience to mitigate international card drag (up to 5.4%) and FX fees (1%). The Agency irrevocably waives any right to allege, claim, or litigate that such automated currency toggling constitutes unlawful B2B price discrimination, unfair trade practices, or deceptive pricing under any state, provincial, or federal statute. Bids placed in the currency dictated by the Platform’s Geo-IP routing are final, binding, and exempt from subsequent currency arbitration.

5. The Certified Directory & Lead Syndication Authorization

1. Perma Media operates as a B2B infrastructure provider and actively routes unrepresented Brand Partners to Certified Agencies.
2. Opt-In Syndication: If the Agency affirmatively checked the "Lead-Gen Opt-In" box during Platform registration or afterwards in their PMX profile, the Agency explicitly authorizes Perma Media to syndicate, share, and forward the Agency’s corporate name, executive contact information, elevator pitch, and portfolio data directly to prospective Brand Clients seeking representation.
3. Privacy Exemption: The Agency acknowledges and agrees that the syndication of their profile data to inbound Brand leads does not constitute the "selling of data to third-party marketing brokers" and is explicitly exempted from the Platform's general privacy shield.

9. AFFILIATE AMBASSADOR TERMS OF SERVICE

1. Strict One-time Bounty (Cpa)

1. Affiliates, referring Agencies, and B2B influencers earn a dynamically established, one-time Cost Per Acquisition (CPA) bounty calculated against the Architectural Integration Fee of the first Architectural Media Asset to successfully complete an auction cycle at the referred-Host facility. The exact algorithmic percentage or fixed fiat value of this bounty shall be explicitly displayed within the referring entity's authenticated dashboard prior to the generation of their trackable referral link. This bounty is strictly sourced from, and limited to, the Brand Partner's upfront Architectural Integration Fee. The Affiliate explicitly agrees they are entitled to absolutely zero percentage of the Monthly Media Lease (MML), nor do they possess any claim to future revenue generated by the referred Host.

2. Clearing Event & Payout Trigger

1. The CPA bounty is strictly contingent upon a dual Clearing Event: the successful processing of the Brand's Activation Invoice and the formal execution of the The mathematically determined operational duration based on verified property rights.-month contract. If a referred deal falls through, the invoice fails to clear, or the contract is abandoned prior to activation, the Platform owes the Affiliate nothing.

3. Zero Tax & Kyc Liability

1. The Affiliate operates strictly as an independent contractor. To receive payouts, the Affiliate must complete frictionless financial Know Your Customer (KYC) onboarding by registering through Stripe Connect Express. The Affiliate assumes 100% liability for all tax compliance and explicitly indemnifies Perma Media from any cross-border tax reporting liability, including but not limited to US IRS Form 1099 or Canadian CRA Form T4A issuance and discrepancies.

4. Syndication Compliance And Multi-party Routing Authorization

1. These terms are architected to be fully compatible with high-ticket CPA syndication via third-party Affiliate Networks. The Ambassador explicitly acknowledges the fundamental structural difference between a direct affiliate program and a third-party network: transactions syndicated through third-party platforms are subject to a mandatory network override fee applied on top of the base CPA bounty.
2. The Ambassador irrevocably authorizes Perma Media to utilize Stripe Connect to programmatically deduct this override fee directly from the Brand's upfront Architectural Integration Fee and automatically route it to the overarching Affiliate Syndicate's master connected account prior to net commission distribution. Perma Media bears absolutely zero legal or financial liability for the internal payout terms, network tracking fees, or tax reporting requirements existing between the Ambassador and their chosen third-party Syndicate.

10. AGENCY EARLY TERMINATION & LIQUIDATED DAMAGES

1. Prohibition Of Convenience Termination

1. The Agency is contractually bound to the full The mathematically determined operational duration based on verified property rights.-month term. The Agency possesses no right to terminate this Agreement for convenience.

2. Enforceability Of Liquidated Damages (Canadian Common Law Compliance)

1. In the event the Agency materially breaches this Agreement, abandons the contract, or triggers an automated Default due to 7 days of payment failure, the Agency shall be liable for Liquidated Damages.
2. Calculation: The Agency shall immediately pay to Perma Media a sum equal to the lesser of the 6-month equivalent of the contracted Monthly Media Lease (MML) OR the remaining balance of the active contract term.
3. Mutual Stipulation of Uncertainty and Reasonableness: Pursuant to governing Canadian common law and established jurisprudential precedent, both Parties explicitly acknowledge, agree, and stipulate that at the time of contract execution, the actual damages resulting from a breach are highly uncertain and exceedingly difficult to ascertain due to the volatility of the commercial real estate market and the fluctuating costs of physical hardware depreciation. The Parties agree that the 6-month MML sum is a reasonable, genuine, and proportionate pre-estimate of the actual damages Perma Media will suffer. These damages explicitly include, but are not limited to: the severe physical depreciation of custom-manufactured asset hardware, the algorithmic disruption of the Host’s guaranteed Ad-Spend, the irrevocable loss of the 30-day liquidity float, and the intensive administrative remarketing costs required to execute a rapid-deployment presale on the Perma Media Exchange (PMX).

3. Mandatory Renewal Window And Presale Rights

1. The Agency must provide written notice of its intent to renew or vacate the Host asset no later than the 30-day deadline prior to the expiration of the The mathematically determined operational duration based on verified property rights.-month term. The Platform reserves the absolute right to initiate a Fair Market Value (FMV) Audit 120 days prior to expiration to recalculate the baseline MML. Should the Agency fail to execute a binding renewal agreement by the 30-day deadline, the Platform is irrevocably authorized to market the asset on the Perma Media Exchange (PMX) during a 3-month Presale Window preceding the term expiration. The Agency explicitly waives any claim to continued exclusivity beyond the contracted term. Furthermore, to protect the proprietary integrity of the PMX marketplace, the Agency explicitly agrees to a strictly tailored anti-circumvention mandate. The Agency is legally prohibited from executing any direct Out-of-Home (OOH) media lease, advertising contract, or maintenance stipend directly utilizing the specific physical Canvas/Architectural Media Asset previously secured through the PMX for exactly 12 months following the termination or expiration of their PMX contract. Jurisdictional Severability (California Exemption): If the Agency’s corporate domicile or the target Host facility is located within the State of California, this specific post-term non-compete restriction is explicitly severed and void ab initio to guarantee strict compliance with California Business and Professions Code Section 16600. All active-term operational requirements remain in full effect. Any attempt to bypass the Platform and contract directly with a Host discovered through the PMX—whether directly or through a proxy entity—shall constitute a catastrophic breach, rendering the Agency liable for Liquidated Damages equal to the total 6-month MML value of the circumvented asset.

4. Evergreen Auto-renewal & The "Snap-to-standard" Protocol

1. The Agency explicitly acknowledges and agrees that Perma Media operates its physical infrastructure on a Dynamic Co-Terminus lease model to accommodate Host facility constraints.
2. Initial Term Variance: The initial duration of the Monthly Media Lease (MML) purchased by the Agency shall be strictly governed by the specific The mathematically determined operational duration based on verified property rights.-month term displayed on the Perma Media Exchange (PMX) at the time of the winning bid.
3. Standardized Evergreen Renewal & Statutory Notice: To ensure uninterrupted spatial exclusivity and comply with the strictest North American B2B automatic renewal statutes, Perma Media shall dispatch a receipt-tracked electronic Notice of Auto-Renewal exactly 30 days prior to the 30-day cancellation deadline. If the Agency's registered corporate domicile dictates strict statutory compliance, Perma Media shall concurrently deploy a supplementary physical Certified Letter. Unless the Agency executes a formal notice of non-renewal prior to the 30-day deadline via the secure Platform portal, or by submitting a timestamped written cancellation request from their authorized Keyholder email directly to legal@permamedia.com, the Agency explicitly agrees that the MML shall automatically and irrevocably renew via negative consent.
4. The Dynamic Renewal Conversion: The Agency irrevocably agrees that upon auto-renewal, the subsequent term duration shall dynamically align with the exact verified remainder of the Host's underlying commercial lease (provided it exceeds 24 months), or exactly 60 months if the Host explicitly executes a Personal Guarantee or owns the property outright. If the Host's commercial lease remainder falls below the 24-month threshold, the contract shall automatically convert to a Rolling Net-30 Extension.

5. Rolling Net-30 Extensions & Lease Stabilization

1. In the event a Host facility transitions to a Month-to-Month (M2M) commercial lease, preventing the execution of a standard 60-month contract renewal, the Agency's contract shall automatically convert to a "Rolling Net-30 Extension."
2. The Optional FMV Audit & Silent Auto-Rollover: Perma Media unilaterally reserves the absolute right to execute an annual Fair Market Value (FMV) audit for all assets operating in a Month-to-Month state.
3. The Agency will receive 30 days' written notice of any MML rate adjustments. The Agency's continued payment of the MML following this notice constitutes irrevocable acceptance of the adjusted rate.
4. The Audit Waiver: However, at Perma Media's sole discretion, the Platform may elect to explicitly waive this audit to maintain operational continuity and zero-friction billing on un-remarketable inventory.
5. If Perma Media elects to waive the FMV audit, the Platform will strictly execute a Silent Auto-Rollover. The Agency's Monthly Media Lease (MML) shall remain mathematically locked at its exact current rate and will automatically renew every 30 days.
6. The Agency explicitly agrees to this continuous auto-renewal without the requirement of advanced notification. The MML billing shall continue uninterrupted until the Host secures a long-term lease, the Host permanently ceases operations, or the Agency actively logs into the Platform to execute a formal cancellation notice.
7. Host Lease Stabilization & Deferred Premium ROFR: Should the Host successfully secure a long-term commercial lease, or purchase the facility outright during an active term, the Platform will log this stabilization. The Agency's currently active Monthly Media Lease (MML) and contract duration remain strictly locked and uninterrupted. Because a fully secured architectural media asset typically commands a higher market value upon renewal, Perma Media will execute an FMV Audit exactly 120 days prior to the expiration of the current term. The Agency is granted a strict 30-day Right of First Refusal (ROFR) to lock in the asset for its next cycle at this newly adjusted FMV. The duration of this locked renewal shall dynamically align with the Host's new commercial lease remainder (not to exceed Perma Media's standard 60-month duration). If the Host has become a Property Owner, the Agency will be presented with the option to execute a 120-month Legacy Buy offer for the renewal cycle.
8. The Bifurcated Bid & 120-month Fallback Execution: When an Agency explicitly submits a bid utilizing the 120-month Legacy Buy option, the Platform mandates the concurrent submission of a 60-month Fallback MML. By submitting this bifurcated bid, the Agency irrevocably agrees that if the primary 120-month bid wins the initial auction, but the Host explicitly rejects the extended duration, the Platform will automatically execute a dynamic re-evaluation of the auction ledger. The Agency's 120-month bid will be voided, and their 60-month Fallback MML will automatically compete against all other standard 60-month bids submitted during the auction. The Agency expressly waives any right to revoke the fallback bid once the primary 120-month bid has cleared the auction algorithm, acknowledging that Perma Media reserves the absolute right to award the final contract to whichever 60-month bid yields the highest Total Contract Value (TCV).

11. HOST BUSINESS CLOSURE & EMERGENCY DECOMMISSIONING

1. Decommissioning Protocol

1. If a Host facility permanently ceases operations, loses its commercial lease, or files for bankruptcy protection prior to the expiration of the The mathematically determined operational duration based on verified property rights.-month term, the Platform will execute an Emergency Decommissioning protocol.
2. Sole Remedy: The Platform will programmatically halt future MML billing and issue a prorated refund strictly for the current month's unused days based on the formula: (The localized monthly financial assessment utilized for prorated capital recovery calculations. / 30) * The remaining temporal units within the active cycle utilized for capital recovery proration..
3. Limitation: The Platform bears absolutely zero liability for the Agency's lost media value, replacement costs, or consequential damages. The Agency acknowledges and assumes the inherent risk of the physical commercial real estate market.

12. LIMITATION OF LIABILITY AND INDEMNIFICATION

1. Limitation Of Liability

1. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL PERMA MEDIA, ITS FOUNDERS, EXECUTIVES, OR SUBSIDIARIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST RETURN ON AD SPEND (ROAS), OR DATA LOSS. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF PERMA MEDIA FOR ALL CLAIMS EXCEED THE SUM OF THE AGENCY'S MML PAYMENTS OVER THE 3 MONTHS IMMEDIATELY PRECEDING THE CLAIM.

2. HOST INSOLVENCY & MAKE-GOOD POLICY

1. Clean Contract Severance: In the event a Host facility ceases operations, declares bankruptcy, or is permanently deactivated prior to the completion of the The mathematically determined operational duration based on verified property rights.-month term, the active agreement is immediately and irrevocably terminated. The active Monthly Media Lease (MML) billing is canceled. The Platform explicitly prohibits "MML Porting," acknowledging that dynamic lease valuations are strictly tethered to the isolated macroeconomic profile and architectural tier of the originally matched Host facility.
2. Prorated CapEx Refund & Make-Whole Guarantee: Perma Media explicitly recognizes the initial Architectural Integration Fee as fully earned upon deployment and strictly non-refundable out of corporate capital. Instead, the Platform acts as a legal proxy, independently subrogating the claim against commercial insurance and the Host's Personal Guarantee. IF AND ONLY IF Perma Media successfully recovers these funds, the exact unused fraction of the Agency’s sunk Architectural Integration Fee will be issued exclusively as a direct, contingent fiat refund to the Agency's original payment method. The Platform does not utilize banked credits, stored value, or digital ledgers for insolvency remediation.
3. Free-Market Re-Entry: Upon receiving the fiat refund, the Agency is heavily encouraged to re-enter the standard Perma Media Exchange (PMX) to redeploy their client's capital. The Agency explicitly acknowledges that returning to the market grants no preferential queuing, auction bypass, or visibility privileges, and they must participate in the blind auction protocol subject to all standard Host veto mechanics and competitive bidding market forces.

3. Agency Indemnification

1. The Agency agrees to defend, indemnify, and hold harmless Perma Media from any third-party claims, damages, or regulatory fines arising out of the Agency's breach of this Agreement, violation of global privacy laws, or intellectual property infringement contained within the Agency's uploaded creative assets.

4. Mutual Intellectual Property Indemnification

1. Perma Media warrants that the Platform, including the Verification Confidence Engine (VCE) and AI-generated visionary mockups, does not infringe upon the intellectual property rights of any third party. Perma Media agrees to defend, indemnify, and hold harmless the Agency and/or Brand against any third-party claims alleging that the underlying technology of the Platform infringes upon a valid patent or copyright. This mutual indemnification establishes a fair and equitable distribution of intellectual property liability between the parties.

5. Physical Logistics And Contractor Indemnification

1. Perma Media relies on a network of vetted, incorporated commercial contractors to execute the physical installation of manufactured media at the Host facility. Perma Media is strictly a software and hardware provider and is not the legal employer of the on-site technicians. The Host and Agency expressly acknowledge that Perma Media acts solely as the marketplace facilitator orchestrating these logistics.
2. While Perma Media mandates baseline contractor compliance, the Host agrees to indemnify and hold Perma Media, its VP of Physical Operations, and its executives entirely harmless against any claims, damages, or regulatory fines arising from physical installations, including but not limited to OSHA violations, contractor negligence, structural drywall failures, or localized business disruptions. The Host assumes full premise liability during the physical installation window.

13. BRAND PARTNER OPERATIONAL MANDATES

1. Term & Termination Restrictions

1. This agreement constitutes a strict The mathematically determined operational duration based on verified property rights.-month exclusive local advertising term. If a Host facility permanently closes prior to expiration, Perma Media assumes zero liability. In such an event, the contract terminates, billing halts, and the Agency receives a pro-rated MML refund strictly for that month.

2. Capital Velocity Constraint

1. The Brand must pay the upfront Architectural Integration Fee in full before any manufacturing or integration commences. The winning Brand is legally bound to settle this Activation Invoice via standard credit card processing within the stipulated 72-hour activation window. However, if the Agency selects "Institutional Direct Debit (ACH/PAD)" or "Institutional Wire Transfer" to accommodate Fortune 500 CapEx limits, the system will instantly lock the Architectural Media Asset in a PENDING_INSTITUTIONAL_CLEARANCE state. This extends the settlement deadline to a strict 7-day window to explicitly accommodate internal enterprise Accounts Payable routing and standard banking settlement latencies, entirely decoupling institutional capital deployment from standard credit card penalty timers. By electing this delayed routing, the Agency explicitly agrees to an automated $250.00 Enterprise Routing Fee added to the final invoice to offset platform capital drag. However, if the total Activation Invoice exceeds the $10,000.00 credit card limit, thereby mandating non-card routing, the Platform shall automatically waive the $250.00. In the event the Agency remits a consolidated batch wire transfer that fails to cover the total sum of their outstanding Activation Invoices, the Agency irrevocably agrees that the Platform shall apply the funds utilizing a strict First-In-First-Out (FIFO) chronological sequence.
2. The oldest invoices will be settled first. The Agency holds Perma Media completely harmless for any resulting un-funded campaign defaults or client disputes arising from the Agency's failure to remit sufficient aggregate capital.
3. Supply Chain Volatility & Fulfillment Buffer: While the Platform dynamically advertises an Estimated Activation Date on the PMX (e.g., a 30-day expedited North American deployment or a 90-day global overflow deployment), the Agency unequivocally acknowledges that international manufacturing pipelines, commodity availability, and local infrastructure are subject to macroeconomic volatility. The Platform reserves an absolute, penalty-free 15-day operational grace period beyond the initially advertised target date to execute the final physical installation. To strictly comply with third-party verified media delivery standards, the Monthly Media Lease (MML) billing cycle shall strictly commence only upon the generation of the Cryptographic Proof of Performance (PoP) by the Verification Confidence Engine (VCE), thereby entirely shielding the Agency from unrendered media billing during any necessary transit or fabrication contingencies.
4. Sole Remedy for Delayed Activation: In the event the Platform fails to generate the PoP within the allotted 15-day grace period, the Agency’s sole and exclusive remedy shall be the right to unilaterally terminate the specific delayed placement without penalty and receive a full refund of any prepaid activation fees. The Agency explicitly waives any right to claim consequential damages, lost campaign ROI, or cover costs. Furthermore, the expiration of this grace period shall be automatically tolled in the event of documented Force Majeure constraints specifically impacting the Perma Media supply chain, including, but not limited to, global PET felt commodity shortages, international port embargoes, global fuel or energy crises, catastrophic CNC hardware failures, or Host-induced environmental storage failures (e.g., failure to properly acclimatize materials).

3. Payment Routing & Convenience Fees

1. The Agency may utilize credit card processing for any transaction volume, subject to a mandatory, dynamically appended 3% Convenience Fee. To bypass this fee entirely, the Agency must route payments via ACH Direct Debit (US), PAD (Canada), or Enterprise Wire Transfer.

4. Mml & Convenience Fees

1. Monthly Recurring Revenue (MML) payments default mandatorily to ACH/PAD. If a credit card is exceptionally permitted for MML, a dynamic 3% Convenience Fee must be absorbed by the Agency.

5. Escrow & Default Protocol

1. Perma Media floats zero cash and holds zero escrow risk. Any failed MML payment instantly triggers a 7-day dunning (retry) cycle. If payment fails after this cycle, the contract defaults automatically, and the Architectural Media Asset is returned to the Perma Media Exchange (PMX) as an ‘Orphaned Architectural Media Asset’ for remarketing.

14. DISPUTE RESOLUTION AND BINDING ARBITRATION

1. Governing Law

2. This Agreement, and any dispute arising out of or related to it, shall be governed by and construed in accordance with the laws of the Province of Saskatchewan and the federal laws of Canada applicable therein, without regard to its conflict of law principles.
3. Binding Arbitration Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding, confidential arbitration administered by the ADR Institute of Canada (ADRIC) in Regina, Saskatchewan.

4. Binding Arbitration

1. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding, confidential arbitration administered by the ADR Institute of Canada (ADRIC) in Regina, Saskatchewan. The arbitration shall be conducted by a single commercial arbitrator. To preserve corporate operating capital and eliminate frivolous legal defense costs, the Agency explicitly agrees that any dispute involving a total financial claim less than the $10,000.00 minimum threshold shall be legally forced into rapid, document-only digital arbitration, waiving all rights to an in-person hearing or expansive discovery. The arbitrator shall have no authority to award punitive damages or any damages excluded by Article XII of this Agreement.

5. Class Action Waiver

1. The Agency unequivocally waives the right to participate in any class action lawsuit or class-wide arbitration against Permanent Media Corporation. All claims must be brought in the Agency's individual capacity.

15. GENERAL PROVISIONS

1. Metric Schedule Supremacy

1. The Agency’s utilization of the programmatic bidding engine and its obligations regarding lease renewals, presale windows, and violation penalties are governed by the Perma Media Standard Metric Schedule (permamedia.com/metrics). The Agency acknowledges that all dynamic durations presented on the Perma Media Exchange (PMX) interface are final and binding upon the clearance of the Architectural Integration Fee.

2. Entire Agreement

1. This Agreement, alongside the Privacy Policy and any executed Order Forms via the Platform, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, regarding the subject matter herein.

3. Severability

1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

4. Force Majeure

1. Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that party's reasonable control, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems, or internet service provider failures or delays.

5. Mutual Representations And Warranties

1. Each party represents and warrants to the other that: (a) it is a duly organized entity in good standing under the laws of its jurisdiction; (b) it possesses the full corporate power and authority to enter into this Agreement; and (c) the execution of this Agreement does not conflict with any other contractual obligations to third parties. Perma Media explicitly warrants it has secured the necessary authorizations from the Host to lease the physical advertising Architectural Media Asset to the Brand.

6. Standard Restructuring & Assignment

1. Permanent Media Corporation reserves the right to assign, transfer, or delegate its rights, duties, and financial receivables under this Agreement to a parent company, subsidiary, affiliate, or subsequent corporate successor, or in connection with a merger, acquisition, corporate reorganization, or strategic financial structuring.
2. Operational Continuity: No such assignment or transfer shall alter, diminish, or disrupt the Host’s right to their contracted monthly maintenance stipend, nor the Agency’s right to the physical media placement, provided all parties remain in good standing. Notice of internal financial assignments is not required, provided the operational interface and payment portals remain uninterrupted.

7. Bifurcated Modification

1. Operational & Compliance Supremacy: Perma Media reserves the unilateral right to update, modify, or amend the operational, compliance, privacy, and API routing provisions of this Agreement at any time to reflect changing global laws or platform architecture. Continued use of the Platform constitutes irrefutable acceptance of these operational updates. However, no unilateral modification shall retroactively alter the specific The finalized legally binding MML payment from the enterprise sponsor. Used strictly in legal agreements. or the core The mathematically determined operational duration based on verified property rights.-month exclusivity duration of any actively executing contract. Active contracts are strictly 'grandfathered' into their executed economic terms until the completion of their current term, at which point any renewal shall be governed by the most current published Terms of Service.
2. © 2026 Permanent Media Corporation. All Rights Reserved. The contents of this document, including all operational frameworks, legal architectures, and installation methodologies, are the exclusive intellectual property of Permanent Media Corporation. Unauthorized reproduction, adaptation, or distribution is strictly prohibited and will be prosecuted to the maximum extent permitted by law.