AGENCY SERVICE LEVEL AGREEMENT (SLA)

Permanent Media Corporation: PMX TERMS OF USE

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

Policy Last Updated On: 2026-10-16

Effective Date: [Pending Mutual Execution]

Agency Workspace ID: [Assigned Agency Workspace ID]

Legal Entity: [Verified Agency Corporate Entity]

Corporate Address: [Verified Corporate Address]

Authorized Signatory: [Authorized Executive Signatory] | ([Authorized Contact Telephone] | [Authorized Notice Email])

EXECUTED ASSET SCHEDULE: Asset ID: [Assigned Media Asset ID]

Host Facility ID: [Assigned System Identifier]

Host Legal Entity: [Verified Corporate Entity Name]

Doing Business As: [Verified Trade Name/DBA]

Facility Address: [Verified Premise Address], [Premise City], [Premise Jurisdiction] [Premise Postal Code]

Architectural Integration Fee: [Executed Architectural Integration Fee] [Integration Fee Currency]

Monthly Media Lease: [Executed Monthly Media Lease Rate] [Applicable Legal Tender] per month

Agency Management Commission Rate: [Executed Agency Commission Rate] percent of executed Net MML

Agency Management Commission (monthly): [Executed Agency Monthly Commission] [Applicable Legal Tender] per month, derived from the sealed Monthly Media Lease and the sealed commission rate recorded above, payable only after the 30-day liquidity float has concluded against each fully captured monthly period, and recorded as $0.00 where the In-House Media Desk Net-Pricing Carve-Out applies.

Contract Term: [Subject to Final Lease Verification] months, commencing on the Target Activation Date

Target Activation Date: [Scheduled Target Activation Date]

This Executed Asset Schedule is populated exclusively on the per-asset executed instrument that Perma Media mints and cryptographically seals upon settlement of the Architectural Integration Fee. On the live master version of these Terms the Schedule renders as unpopulated placeholders, identifies no Architectural Media Asset, and creates no obligation. The overarching authorization the Agency granted at Account Origination is complete, irrevocable, and entirely unaffected by the absence of a populated Schedule, and the Agency irrevocably waives any argument that these Terms are indefinite, incomplete, or unenforceable by reason of that absence.

The Asset ID is the sole operative identifier of the Architectural Media Asset bound by this instrument. The Host Facility ID, Host Legal Entity, Doing Business As name, and Facility Address are recorded as of the settlement timestamp solely to identify the installation site then associated with that Asset ID. A subsequent change of Host legal name, trade name, or municipal restatement of the civic address does not affect the validity of this instrument or the sealed economic terms. Relocation of the Host business away from the recorded Facility Address, approved renovation of the installed media, successor-tenant assumption, and business closure are governed exclusively by the Host SLA and the MSA. None of those events relieves the Agency of the [Executed Architectural Integration Fee], the [Executed Monthly Media Lease Rate], or the [Subject to Final Lease Verification]-month term recorded herein, except as those instruments already expressly provide.

The Contract Term recorded above is a duration of exclusive Monthly Media Lease rights. It does not begin when this instrument is sealed and it does not begin when the Architectural Integration Fee is captured. The Target Activation Date recorded above is the date the Agency selected at bid authorization for physical deployment. Early physical deployment before that date is unbilled bonus runtime and does not shorten or accelerate the Contract Term. Delay caused by the Agency's failure to deliver compliant creative does not move the Target Activation Date. Delay caused by Platform fulfillment moves official billing commencement only as this Agreement expressly provides, and does not rewrite the Target Activation Date recorded above.

Official billing commencement is the Target Activation Date, except where physical installation completes after that date. In that event, official billing commencement is the actual installation date, no bonus runtime accrues, and the Contract Term commences on that later date.

The Architectural Integration Fee is the amount captured at settlement, denominated exclusively in [Integration Fee Currency], and is exclusive of any network convenience fee or wire routing fee attached to the payment rail the Agency elected. The Monthly Media Lease is the recurring monthly amount, denominated exclusively in [Applicable Legal Tender]. Both figures are exclusive of applicable sales, value-added, and similar taxes, which remain payable in addition. Neither figure is restated, converted, or reopened by later foreign-exchange movement.

The Agency Management Commission Rate recorded above is the sole operative commission term of this instrument. It is the bespoke rate displayed to the Agency and irrevocably accepted by the Agency's final authorization of the bid in that specific authenticated session, and it controls over any conflicting figure, screen, statement, or exhibit. The Agency Management Commission (monthly) figure recorded above is a derived arithmetic exhibit provided solely for the Agency's internal accrual convenience. It is not a second commission term, not a guarantee of any monthly amount, and not a guarantee of any aggregate amount over the Contract Term. No commission is earned, accrued, or payable for any monthly period in which the corresponding Monthly Media Lease is not fully captured, and every commission remains subject to the Suspended Escrow, dunning, Default, In-House Net-Pricing Carve-Out, and Contingent Make-Whole clawback provisions of these Terms. Where the derived figure differs from the recorded rate applied to the fully captured Monthly Media Lease, the recorded rate controls, and the Agency irrevocably waives any claim, dispute, chargeback, or audit demand arising from that difference.

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 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. “Perma Media Exchange” or “PMX” or "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. "Administrative Buying Hold" or “Operational Bidding Freeze”: A system-level restriction applied to a specific agency workspace following a breach of contract or an unpaid liquidated sum. 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 liquidated sums to restore account standing.
4. "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.
5. "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.
6. "Perma Media Index” or “PMI": Signifies the proprietary, algorithmic valuation matrix scoring Host assets from the 5 baseline to 100 based on demographics, facility age, and traffic velocity.
7. "Data Exhaust": Signifies all behavioral telemetry, session data, focus and blur timestamps, micro-hesitations, navigation vectors, and contextual intelligence arising from the Agency's interaction with the Platform, which Perma Media may collect and process.
8. “Proof-of-Performance” or "PoP": Signifies the visual, cryptographic, or algorithmic evidence establishing that an advertisement is displayed at the Host location.
9. "Verification Confidence Engine” or “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.

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 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 90-day capital deployment window. If the Agency fails to take the lead on any Architectural Media Asset within this 90-day window, Perma Media may pause new bidding after the published warning notices. The first pause may include one courtesy restoration of that full window. A second pause is not extended. Login to manage leases the Agency already holds remains available. The bidding seat is then eligible for reassignment. Perma Media does not owe a new physical PMX Cypher for that restoration.
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 may pause an idle bidding seat only after the published warning notices. The first pause may offer one courtesy restoration. A later pause requires a reactivation petition.
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. The first pause may be restored once by the Agency, using the same physical PMX Cypher, without a new fabrication. A later pause keeps the auction listings blurred until a reactivation petition is approved by Platform administration. Login for leases already held remains available through both pauses.

2. Direct Brand Prohibition And In-House Exemption

1. The 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 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 with a one-time code sent to an authorized corporate email domain. That verification, paired with the authorized corporate email domain, is the irrefutable digital signature binding the Agency to this SLA. Following the Account Claim, daily access shall be governed by the same one-time code sent to that corporate email domain. Perma Media does not issue or accept a static password for Agency access.
2. Geographic Provisioning and Network Access: To ensure premium inventory execution and maintain rigorous quality assurance standards for our Brand partners, access to the 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 may limit the number of authorized Agency bidding seats in a Designated Market Area.
4. National Expansion and Syndicate Tier: Access begins in the Designated Market Area assigned during onboarding. When the Agency's cleared financial deployment in a granted market meets the threshold Perma Media sets for that market, Perma Media adds the next Designated Market Area it has already opened. The Agency does not apply for a market. Meeting the threshold does not add a market Perma Media has not opened, and it does not add every remaining market. Perma Media decides which markets are open and the order in which the next opened market is added.

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 complete a one-time code sent to that domain, 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. To guarantee absolute capital velocity and reward the incoming Agency for securing the Brand's continued tenancy, the $250.00 Contract Novation Fee is entirely waived for the acquiring entity. However, the outgoing Agency explicitly agrees to maintain Continuous Financial Liability; their 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. If the outgoing Agency acts in bad faith, deliberately stalls the handover, or intentionally deletes their corporate payment method to artificially induce a payment failure during the transition, Perma Media retains the unilateral right to levy the $250.00 Contract Novation Fee directly against the outgoing Agency as liquidated damages, and will immediately initiate collections for any resulting revenue air gaps. Upon successful and frictionless 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, high-urgency blind marketplace to maximize Capital Velocity. To guarantee immediate upfront liquidity and preserve the psychological momentum of the Agent Insider, the Platform universally deploys standard free-market auction mechanics across all Designated Market Areas (DMAs). The Platform strictly rejects extended auction timelines, deferred bidding resolutions, or algorithmic threshold pacing.
2. The Immutable Countdown: The exact millisecond the first qualified bid is submitted on an asset, an automated countdown clock of exactly 100 hours is autonomously triggered. The Agency explicitly acknowledges that there are no extensions, no asynchronous sealed-bid windows, and no localized timeline deferments.
3. 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.
4. 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.
5. No Extensions: Deadlines are absolute. The Platform will not grant time extensions for technical difficulties, network latency, or delayed internal Agency approvals.
6. Transparent Profiles: The Agency acknowledges and agrees that the exact Host business name, Doing Business As name, facility street address, and precise geospatial coordinates are fully disclosed on the PMX to verified Agency seats prior to bidding, in order to guarantee absolute spatial certainty. Bidding is executed on the basis of the real-world prestige of the Host facility, the algorithmic Perma Media Index, and AI-generated visionary mockups. The Agency acknowledges that this disclosure is made in express reliance on its covenants under the Confidentiality and Non-Circumvention provisions of this Agreement, and that every disclosure event is recorded to an immutable audit ledger.
7. 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 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 24-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 a one-time Architectural Integration Fee covering fabrication, freight, and installation. The winning Agency is legally bound to initiate settlement within the 72-hour activation window. That window governs the initiation of payment, not its clearance; an institutional debit initiated inside the window that clears afterward is fully compliant. Failure to initiate settlement does not cancel the contract. The Agency expressly authorizes Perma Media to autonomously capture the full invoice, inclusive of the 3% Convenience Fee, against the default corporate billing profile bound at bid time. If that failsafe capture is declined by the issuing institution, the Agency is immediately granted a strict 24-hour Executive Cure Period to resolve the institutional banking friction. Only if this cure period expires without settlement does the award lapse, at which point Perma Media reserves the unilateral right to administratively cancel the contract, whereupon the Agency owes a liquidated assessment equal to 20% of the Architectural Integration Fee, the workspace is frozen from placing any additional bids on the PMX, and the asset will go to the second highest bidder.
5. Fee Certainty: The amount the Agency is bound to settle within this activation window is the invoiced Architectural Integration Fee for the Finish Level the Agency selected, inclusive of any elected network convenience fee or wire routing fee. Upon successful capture, Perma Media permanently records that exact amount as the [Executed Architectural Integration Fee] in the Executed Asset Schedule of the instrument minted for that Asset ID, and that record is conclusive evidence of the amount the Agency was bound to settle within the 72-hour window. The liquidated assessment described above is computed strictly against that same recorded figure. The Agency irrevocably waives any defense to settlement, cancellation, or liquidated assessment premised on uncertainty, ambiguity, or lack of notice as to the amount due.
6. 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.
7. The Finish Level Artwork Mandate: The Agency shall format and supply creative vector assets that are cut-ready for the Finish Level recorded on the winning bid. The Agency may elect a higher Finish Level after award and shall then supply creative vector assets that are cut-ready for that higher Finish Level. The Agency has no right to a Finish Level lower than the Finish Level recorded on the winning bid. The Agency may purchase a Finish Level, or upgrade to a higher Finish Level, only when the Host has approved at least one catalog design at that Finish Level. Rejection of a bespoke mockup does not reduce the Finish Level and does not refund any part of the Architectural Integration Fee. Election of a higher Finish Level, and the charge of only the difference in the Architectural Integration Fee, are governed by Design Overage Arbitration. Vector assets that require a higher Finish Level do not raise the Finish Level, or the fee, unless the Agency elects that higher Finish Level.

3. One-Way Escalation And Binding Commitments

1. All bids submitted on the Platform are irrevocable upon submission.
2. The Transaction Record: Each bid the Agency authorizes is submitted through an authenticated clickwrap in which the Platform displays the complete economic terms of that bid, including the Monthly Media Lease the Agency specifies, the Finish Level and corresponding Architectural Integration Fee the Agency selects, the Contract Term the Agency selects, the Target Activation Date the Agency selects, the Asset ID, and the prevailing Agency Management Commission Rate applicable to that authenticated session. Upon authorization the Platform seals an immutable Transaction Record of that bid, comprising the exact economic terms so displayed, the cryptographic hashes of the agreement versions the Agency accepted, and the authorization timestamp. The Agency expressly agrees that the Transaction Record is the definitive evidence of the terms presented to and accepted by the Agency, that authorization constitutes an irrevocable offer on precisely those terms, and that the Executed Asset Schedule subsequently minted for that Asset ID is a transcription and confirmatory memorandum of terms already agreed and of a contract already formed, and is not a new offer, a counter-offer, a novation, a variation, or an agreement requiring separate acceptance. The Agency irrevocably waives any defense to enforcement premised on the assertion that the Executed Asset Schedule rendered as unpopulated placeholders at the time of authorization, that any term of the Executed Asset Schedule was inserted after authorization, or that the Agency lacked notice of any term recorded in the Transaction Record. Perma Media shall produce the Transaction Record to the Agency on written request.
3. 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.
4. 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 [Subject to Final Lease Verification]-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. Every runner-up bid names one disclosed Brand, and a runner-up selected under this protocol proceeds with the Brand named on its bid. If the runner-up Agency is successfully selected, 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, Perma Media may enforce a rate limit of up to 10 bid submissions per 60-second interval per Agency ID. The Platform is fully indemnified against any claims of missed bids or lost inventory due to a rate limit Perma Media actually applies, or due to 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 for every Brand-backed auction in which the Agency discloses the consumer-facing Brand at bid time and the Host accepts the offer or allows the Host Veto window to close without a veto (see Subjective Veto & Compliance Exemption section). The Platform currently offers no concealed-Brand bid, no conditional integration deposit, and no Principal Option Fee.
2. Upon settlement of any auction, the Agency must submit vector design files. To maximize architectural prestige and accommodate Agencies scaling their creative impact, any Agency retains the absolute right to unilaterally upgrade their Finish Level post-auction via the Integration Hub, regardless of their initial bid type, however downgrades are expressly forbidden. Upon selecting a higher tier, the Agency explicitly authorizes Perma Media to autonomously charge their tokenized payment method the exact mathematical delta between the Architectural Integration Fee for the Finish Level already settled and the Architectural Integration Fee for the newly selected tier. If Perma Media determines the submitted designs exceed the structural manufacturing constraints of the selected Finish Level (e.g., requiring excessive machine time or structural yield loss), Perma Media shall issue a manual “Design Overage Assessment” to quote on the additional integration costs. If the Agency declines to pay the structural overage or alter their design accordingly, Perma Media reserves the unilateral right to cancel the contract. Conversely, colors drawn from the Host's approved colors are pre-authorized. Pre-authorization does not waive the color surcharge.
3. The Finish Level in force is the Finish Level recorded on the winning bid, or a higher Finish Level the Agency has elected under The Finish Level Artwork Mandate. The Agency has no right to a lower Finish Level. The Included Fill Count is the fill count displayed for the selected Finish Level on the PMX listing for that Architectural Media Asset and sealed in the Transaction Record when the Agency authorizes the bid. The Architectural Integration Fee displayed for that Finish Level includes every fill up to the Included Fill Count. A later design selection does not increase, reduce, or refund the Architectural Integration Fee. The order in which the Agency submits the design selection is the order of preference. The Agency's default design is the first catalog design in that order. A bespoke mockup is not the default design. When the Agency builds its design selection, an option above the Included Fill Count shows a color surcharge at $20.00*(1,225*2,800/1000000)/(1-(50%/100)) United States dollars per fill above the Included Fill Count, in the currency of the Architectural Integration Fee. The amount displayed before the Agency submits that option is the amount authorized. An option at or under the Included Fill Count shows no color surcharge. The Agency is not required to offer an option above the Included Fill Count. The color surcharge is billed once, and only if that option is installed. An option that is not installed is not billed. The color surcharge is not part of the Architectural Integration Fee. If the Host does not pick a design before their pick window expires, the Agency's default design is installed. If that design is above the Included Fill Count, the color surcharge displayed for it is billed. If it is not, no color surcharge is billed. A later finish-level upgrade raises the count the color surcharge is measured against to the formula count at the paid finish. The finish upgrade charge is not a color charge. The color surcharge is only the fills above that raised count, and never more than the amount displayed before submit.
4. 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 the standard 20% Administrative Pre-Production Liquidated Sum. This retained amount is liquidated damages covering unrecoverable merchant gateway processing fees, spatial reservation rights, and administrative labor incurred by the Platform.
5. In the event of a Brand-initiated cancellation prior to physical manufacturing, Perma Media shall autonomously deduct a strictly enforced 20% 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 liquidated assessment. Otherwise, the Architectural Integration Fee is 100% non-refundable the moment the transaction clears. The Agency explicitly acknowledges that this capital is instantly deployed to procure custom physical materials, dispatch LTL freight, and secure localized contractor labor. Consequently, the Agency irrevocably waives any and all rights to initiate a credit card chargeback, dispute, or payment reversal under any circumstances. Any attempt to execute a chargeback against the Architectural Integration Fee or Monthly Media Lease shall be legally classified as commercial fraud and a catastrophic breach of this Agreement. Perma Media shall immediately submit this executed SLA, the time-stamped digital clickwrap, and all access logs to the issuing financial institution as irrefutable proof of authorization to reverse the dispute, while simultaneously initiating collections for any liquidated damages arising from that chargeback.
6. The Bespoke Vector Architectural Integration Assumption: Catalog templates are priced at the volumetric ceiling of their Finish Level, so a template may contain more layers than that level's number. The Agency may upload a bespoke vector option only when the Host has left bespoke designs allowed for that Architectural Media Asset. A bespoke option is installed only as The Upload Deadline & Creative Delegation provides. The color surcharge for that option is the color surcharge stated above in this section.
7. The Custom Architectural Integration Fee Recalculation: The Agency acknowledges that a bespoke file does not exist at auction. The Platform prices that file as one full wall of material per layer of the purchased Finish Level, including a layer that covers only a small fraction of the wall. The purchased Finish Level must be at least as high as the tallest layer in the file. No lower Finish Level and no refund is issued because an upper layer is sparse.
8. Dispute Waiver: The Agency waives any dispute or chargeback of that full-wall bespoke price. The Agency acknowledges the full-wall bespoke price as a term of custom fabrication, not a hidden surcharge.
9. 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: Perma Media enforces no upper ceiling on transaction size for any payment rail. Credit card, Institutional Pre-Authorized Debit, and wire transfer are each available for an Architectural Integration Fee or Monthly Media Lease of any value, so that Agency procurement cycles are never gated by an artificial platform limit. Where the Agency elects credit card settlement, a 3% network convenience fee is appended to the total and is waived entirely by electing Pre-Authorized Debit. Because no ceiling exists, no transaction value automatically waives the $250.00 or $8.00; those fees attach to the rail elected, not to the amount.
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 PMX 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. Systemic Quarantine is an administrative investigation of the Host for Platform compliance. It does not suspend, pause, void, or postpone Monthly Media Lease invoices. The Agency irrevocably waives any claim that a Host investigation entitles a billing holiday, a voided invoice, or a chargeback. If a Monthly Media Lease period is fully captured, the Agency Management Commission on that period is earned and is distributed after the 30-day liquidity float, including while the Host remains under Systemic Quarantine. Systemic Quarantine is not Suspended Escrow. If the Adjudication Team confirms Commercial Sabotage, Host breach, or documented non-performance, captured Monthly Media Lease is remedied solely under the Contingent Make-Whole and Subrogated Fiat Refund provisions of these Terms. The Agency Management Commission attributable to any amount of Monthly Media Lease actually refunded under those provisions is not earned; if that commission has already been distributed, the Agency shall return it on demand and Perma Media may offset it against subsequent commission transfers. The Agency shall not withhold, short-pay, or chargeback Monthly Media Lease as self-help.
4. 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 MML. The applicable commission rate is not permanently fixed in this Agreement; rather, Perma Media establishes, displays, and locks the prevailing rate within the Platform's execution interface at the precise time of transaction, applying that identical rate to every Agency transacting during that period. The Agency's final authorization of a bid constitutes an irrevocable, legally binding acceptance of the prevailing commission rate so displayed and locked during that specific authenticated session. To mathematically protect the Agency's liquid cash yield and preserve the B2B incentive structure, this commission is strictly classified as an outbound fiat payout to the Agency's registered Stripe Connect account. It is explicitly not applied as an upfront net-discount against the gross Monthly Media Lease (MML) charged to the Brand Principal's payment method. The commission is distributed programmatically via Stripe Connect only after the conclusion of the mandatory 30-day liquidity float against the fully captured gross MML. If a Brand Partner executes an agreement directly without an Authorized Agency, Perma Media retains this exact percentage as a "Direct Management Fee."
5. 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. To mathematically protect platform operating capital from uncollateralized demolition costs, the physical asset will NOT be immediately stripped. Instead, the Agency irrevocably forfeits all exclusive media rights. Acting with absolute corporate authority as the authorized agent on behalf of the underlying Brand Principal, the Agency expressly grants Perma Media and the Host facility a perpetual, royalty-free, irrevocable license to display the installed trademark, creative, and intellectual property indefinitely. The Agency explicitly waives any right to demand the removal or destruction of their branded media unless they formally execute and fund a Decommissioning SOW. The media asset will be reclassified for secondary market acquisition on the PMX, granting Perma Media the absolute authority to leave the legacy media intact, cover it, or demolish it upon securing a successor Brand. The Agency explicitly grants Perma Media the absolute, unencumbered right to leave the defaulted branding intact as unbilled legacy media, cover it, or physically demolish it entirely at Perma Media's sole discretion once a successor Brand Sponsor funds the architectural overwrite. 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).
7. Agency Creative Management Fee (Agency-Principal Compensation): The Platform permits the Agency to specify an optional Creative Management Fee, capped at 50% of the base Architectural Integration Fee, which the Platform aggregates with that base fee into a single combined upfront figure on Agency-generated pitch materials. The Creative Management Fee is the Agency's own compensation arrangement with its Brand Principal. Perma Media never invoices, collects, holds, escrows, remits, refunds, or recognizes that amount; it forms no part of the Architectural Integration Fee, the Monthly Media Lease, the Net MML, or any commission base; and Perma Media owes the Agency nothing whatsoever in respect of it. Any pitch material, quotation, or presentation surface on which a combined figure is rendered is generated automatically at the Agency's direction from values the Agency itself supplied, is not a Perma Media quotation, offer, or price representation to any Brand Principal, and Perma Media makes no representation to any Brand Principal as to the composition of that combined figure. The Agency solely and exclusively bears the obligation to disclose its Creative Management Fee to its Brand Principal to the extent required by the Agency's own client contract, by any applicable agency-transparency, disclosure, rebate, or fiduciary obligation, and by applicable law, and the Agency warrants that it has obtained every consent and authorization required for that compensation. The Agency shall indemnify, defend, and hold Perma Media entirely harmless from any claim, demand, audit, regulatory proceeding, or action brought by a Brand Principal, an auditor, or any third party arising out of or relating to the Creative Management Fee, its disclosure or non-disclosure, or its presentation on any Perma Media surface, absorbing 100% of the resulting legal defense fees, settlements, and judgments. Perma Media reserves the absolute, unilateral right to reduce the permitted cap, require itemized presentation, or withdraw the Creative Management Fee facility entirely at any time, and no such change shall constitute a breach or give rise to any claim.

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. The Agency discloses one Brand to Perma Media at bid time and warrants that the Brand does not violate the Host's published Blacklist. An NDA between the Agency and the Brand does not excuse that disclosure, and Perma Media does not require the Agency to expose the Brand's identity on the open exchange.
2. The Platform does not currently offer a concealed-Brand bid, a Speculative Principal Hold, a Principal Hold Extension, or a Futures Market. Every bid names one Brand at bid time.
3. The Host reviews the one Brand disclosed on the winning bid. The Agency's remedies after a Host veto are those stated in the Subjective Veto & Compliance Exemption section. Any funds secured via Stripe Capital or third-party financing to satisfy the upfront Architectural Integration Fee are strictly excluded from this sequential shield.
4. 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, 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.
5. 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.
6. 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.
7. For minor, curable physical infractions (e.g., vandalism, temporary obstructions), Perma Media shall issue a direct, pro-rated fiat refund against the 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 deficient media. MML charges will only resume after the remediation has been concluded and the media asset has been returned to Active status. This refund is issued solely by Perma Media after Adjudication Team confirmation of documented downtime or Host breach. It does not authorize the Agency to withhold, short-pay, or chargeback any Monthly Media Lease invoice, and it does not disturb Agency Management Commission except to the extent the corresponding captured Monthly Media Lease is actually refunded, in which case the commission attributable to the refunded amount is not earned and is clawed back as provided in Escrow Risk, Liquidity Float, And Multi-Party Payouts.
8. 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. Any Monthly Media Lease already captured for periods of documented total-loss downtime is refunded pro-rata as a platform-treasury fiat refund, and the Agency Management Commission attributable to that refunded amount is not earned, under the same clawback rule. Future Monthly Media Lease invoices stop because those periods are not captured.

6. Blacklist Compliance And The Veto Processing Fee

7. 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.

1. Prohibited Bidding Breach: 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.
2. 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.
3. 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 a legal conflict, the Agency is entirely shielded. The Agency may elect to incur zero penalties, releasing the Escrow state without charge and allowing the asset to waterfall to the next bidder. The Agency holds no right to retain the asset after a veto, and the Agency may place a new bid on the same terms as any other bidder.

8. 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 [Unbilled Activation Grace Period] 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 [Unbilled Activation Grace Period], 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. 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 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 PMX, Perma Media fabricates the new sponsor skin, Layer 2 and above, from new PET felt. When the existing Layer 1 is intact, that Layer 1 stays on the wall and is not replaced. Layer 1 is a Charcoal perimeter around interior panels in the Host's approved colors. The Agency accepts that the exposed Layer 1 may not be a single solid color. A structurally compromised Layer 1 is replaced. 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 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 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 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.

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 PMI, 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. The Agency explicitly agrees to be legally bound by the Perma Media Brand Architectural Design Constraints, located permanently at https://www.permamedia.com/design, which is incorporated herein by reference. The Agency accepts absolute liability for ensuring their internal or delegated Brand Designers strictly adhere to these manufacturing constraints.
2. Absolute Creative Burden: Perma Media provides zero design, formatting, or resizing services, except the Library Vector Quote. 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. The Library Vector Quote is the fixed price for preparing an approved design template for that Architectural Media Asset. The Library Vector Quote is the flat price shown for that approved design template before the Agency accepts it. The price follows the complexity of that template. A later use of the same template does not reduce that price. That price is the entire charge. Perma Media delivers the complete file. If the work takes longer than Perma Media expected, that time is absorbed by Perma Media. Perma Media does not deliver a partial file and does not add a charge for that time. The same aspect ratio is a scale of the approved design template. A different aspect ratio is a recomposition inside the vector frame the approved design template already uses. A Finish Level 5 approved design template is not delivered as a Finish Level 2 file. The Library Vector Quote is not the Creative Management Fee, is not a Design Overage Assessment, and does not change the Architectural Integration Fee. Perma Media's internal labor rate is not a term of this Agreement and is not disclosed to the Agency.
3. The Unilateral Aesthetic Veto (Architectural Supremacy): While the Platform explicitly removes mathematical scaling caps on logo size to unleash elite creative dominance, Perma Media retains the absolute, unilateral right to reject any design that degrades the physical real estate into a garish, low-status commercial billboard. The creative execution must fundamentally function as a cohesive, integrated architectural topography. Perma Media acts as the supreme and incontestable arbiter of aesthetic prestige. If a design is flagged and rejected under this mandate, the Agency must submit a revised, architecturally integrated asset within the active 7-day design window or face immediate Media Burn.
4. 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 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.
5. 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.
6. 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.
7. 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 And Media Burn: 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.

1. The Upload Deadline & Creative Delegation: The Agency explicitly acknowledges that precision manufacturing relies on exact architectural dimensions and strict adherence to the Perma Media Brand Architectural Design Constraints (located at https://www.permamedia.com/design). After the Agency settles the Activation Invoice for that Architectural Media Asset, the Agency has 3 days to submit a design selection of at most 3 mockups. Each window in this clause is a maximum, and a selection or a pick made earlier opens the next window earlier. A mockup is not a cut-ready file. The selection includes at least one catalog design the Host approved at the Finish Level in force. One such catalog design is a complete selection. When the Host's bespoke control is ON, the Agency may add at most 2 bespoke mockups, and only in the slots that remain under 3. When that control is OFF, every mockup is a catalog design. The same bespoke mockup may be used on more than one zone. A mockup does not have to show this wall's dimensions, approved colors, or logo. Those can be applied after the Host approves the option. The Agency does not select a template in order to bid. If the Agency does not submit the design selection inside 3 days, the bespoke option is forfeited and the Host chooses among the catalog designs approved at the Finish Level in force that are at or under the Included Fill Count, raised to the formula count at the paid finish when a finish upgrade has been paid, and no color surcharge is billed. The design-pick window is 48 hours after the design selection is submitted, or after that forfeiture. The Host picks one mockup inside the design-pick window. The Host has no right to reject every mockup. If the Host does not pick, the install and the color surcharge are the ones stated in Design Overage Arbitration & Refunds. A bespoke mockup is installed only when the Host affirmatively picks it inside the design-pick window. That failure to pick does not install a higher Finish Level, a lower Finish Level, or a bespoke design. The Host is shown a design choice above the Included Fill Count only when the Agency selects it as an option. After the installed option is fixed, the Agency has 7 days to deliver the cut-ready file for that option only.
2. 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 and delayed deployment costs.
3. 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.
4. 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 [Subject to Final Lease Verification]-month contract term and the recurring 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.
5. The Pre-Press Escalation and Administrative Intervention: 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 stencil 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 20-attempt maximum, the Architectural Media Asset will be administratively locked. Upon this escalation, the Agency will NOT be assessed petty administrative fees; instead, physical manufacturing is completely halted, and the Canvas enters the Executive Escalation protocol. Perma Media will email the Agency Principal, demanding an immediate synchronous intervention to resolve the creative bottleneck. The Agency is granted a strict 72-hour cure window to upload a flawless, CNC-ready production file. If the Agency fails to cure the defect within this exact window, the Agency is declared in Bad-Faith Default. The contract is immediately canceled, and Perma Media captures the 20% Administrative Pre-Production Liquidated Sum from the escrowed Architectural Integration Fee. To guarantee zero operational downtime, the system will autonomously execute the Logged Runner-Up Protocol, immediately cascading the opportunity to the next highest logged backup bid. Only if all secondary and tertiary backup offers are exhausted will the asset be returned to the Perma Media Exchange (PMX) for secondary acquisition.

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 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 surgically peel and destroy the Brand's specific upper layers, leaving Layer 1 on the wall. Layer 1 is a Charcoal perimeter around interior panels in the Host's approved colors, and the exposed wall may not be a single solid color. That peel does not strip Layer 1 or the strapping and does not open the wall to the studs.
3. A notice of non-renewal, a vacate, or the expiry of the term, without a payment default, is not a license to keep the Brand's trademark on the wall. If the Brand does not elect Voluntary Abandonment or Funded Decommissioning before the term ends, Perma Media may treat the creative as abandoned under Voluntary Abandonment, or may peel Layer 2 and every layer above it. The license to keep displaying a Brand's creative after a payment default is stated only in the Default Declaration. A clean end of term does not trigger it.

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. Furthermore, the Agency explicitly acknowledges that the Perma Media compiler builds Layer 1. The perimeter is Charcoal (#313234). Interior panels take the Host's approved colors. The designer does not draw Layer 1 and does not choose those fills. Layer 2 must cover the canvas edge to edge, with no gaps and no slugs. Host-approved hex codes govern Layer 2 and above. Attempts to use a hex that is not in that Host-approved set will result in automated file rejection. 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 & Absolute Geopolitical Pass-Through

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 the date of entry rather than the date of order, Perma Media assumes absolutely zero liability for geopolitical trade-war volatility. The Platform autonomously re-queries live Harmonized Tariff Schedule (HTS) rates at a regular frequency. If macroeconomic shifts trigger a Geopolitical Tariff Surcharge Assessment, the Agency's liability is strictly governed by the manufacturing timeline:

1. Pre-Manufacturing Assessment: If the assessment occurs prior to CNC fabrication, the Agency may decline the surcharge. This triggers an immediate contract cancellation, a refund of the initial deposit minus the standard 20% Administrative Pre-Production Liquidated Sum, and the asset is cascaded to the next highest logged backup bid.
2. The Sovereign Insulation Mandate: To mathematically guarantee that the Agency is never penalized for post-purchase supply chain volatility, Perma Media explicitly abandons the assessment of post-arrival surcharges. All statistical risks of regulatory border inspections, CBSA/CBP assessments, and LCL demurrage delays are permanently absorbed by the Perma Media network. The Agency pays a unified, predictable Architectural Integration Fee. If border authorities assess statutory inspection fees upon port arrival, Perma Media independently neutralizes the liability directly from the corporate treasury. The Agency's integration cost remains mathematically locked, ensuring zero administrative friction, absolute budget predictability for F500 procurement teams, and impenetrable B2B loyalty.

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 Total Disclosure Confidentiality and Market Secrecy Protocol: The Agency explicitly acknowledges that the PMX operates as a strictly closed-network, highly confidential marketplace. The Agency's access credentials grant it exclusive viewing rights to highly classified market data, including but not limited to Transparent Premium Profiles disclosing exact Host business names, Doing Business As names and physical street addresses, algorithmic 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. Permitted Disclosure to the Brand Principal (Flow-Down Warranty): As a strictly limited exception, the Agency may disclose the Host business name and facility street address of a specific Canvas to the single Brand Principal on whose behalf the Agency is actively preparing a bid on that Canvas, solely for the purpose of securing that Brand's budget authorization. The Agency warrants that it holds from that Brand Principal a binding confidentiality and non-circumvention obligation on terms no less protective than this Article, that Perma Media is expressly named a third-party beneficiary of that obligation, and that the Agency remains jointly and severally liable to Perma Media for any act or omission of the Brand Principal that would constitute a breach if committed by the Agency. The Agency shall not disclose Host identity to any prospective, speculative, or unengaged Brand, and shall not disclose Host identity in any competitive pitch or new-business solicitation. The Agency's sole permitted Perma Media-hosted channel for this disclosure is the priced Executive Dossier, minted from the Agency's own seat against a named Brand Principal, which the Agency may not mint without affirming the warranty in this clause for that named Brand on that Canvas. The Agency shall not transmit Host identity through the unpriced Teaser Pitch Link or through any other Perma Media-hosted surface, and shall not forward, republish, screenshot, or extract the identity block of an Executive Dossier to any recipient other than that single named Brand Principal. Each Executive Dossier mint and each identity reveal against it is recorded to the immutable audit ledger and is admissible as evidence of the Agency's disclosure under this clause.
5. 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.
6. Leakage and The Non-Circumvention Covenant: 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. The PMX operates on a Total Disclosure model exclusively for active PMX Cypher holders, not for the general public. The Agency is further granted transparent access to the identity of Perma Media's proprietary supply chain of elite Host facilities, and expressly covenants as follows.
7. Restricted Conduct: During the term of this Agreement and for 12 months thereafter, the Agency shall not solicit, negotiate, or execute any out-of-home media lease, architectural media installation, sponsorship, or maintenance stipend in respect of any Modernization Zone or Architectural Media Asset at a Host facility whose identity the Agency first learned through the Platform, otherwise than through the PMX escrow architecture. This covenant attaches to the architectural media opportunity at that facility, not to the Host as a commercial counterparty generally.
8. Pre-Existing Relationship Carve-Out: This covenant does not apply to any Host facility with which the Agency, or a Brand the Agency then represented, held a documented commercial relationship within the 24 months preceding the Agency's first disclosure event for that facility, provided the Agency notifies Perma Media in writing within thirty days of that disclosure event. Nothing in this covenant restricts the Agency from transacting with a Host facility in any medium other than the Architectural Media Asset class.
9. Evidentiary Ledger: Perma Media maintains an immutable audit record of every Host identity disclosure, capturing the seat, the workspace, the Canvas, the Host, and the timestamp, retained for 84 months. The Agency agrees that this record is admissible and dispositive evidence of the Agency's knowledge of a given Host facility and of the date on which that knowledge was acquired.
10. Remedies and Cap: Upon breach, Perma Media may instantly terminate the Agency's access, permanently revoke its PMX Cypher and Bidding Seat, and execute a total forfeiture of any pending or Suspended Escrow management commissions without warning or recourse. The Agency shall additionally be liable for Liquidated Damages equal, per circumvented Host facility, to the lesser of the 6-month value of the Monthly Media Lease last listed for that Canvas on the PMX or the actual consideration payable under the circumventing arrangement, aggregated across no more than 5 facilities in total. The Parties mutually stipulate that actual damages arising from circumvention are genuinely uncertain and difficult to ascertain, and that this capped formula is a reasonable and proportionate pre-estimate of loss.
11. California Carve-Out: Perma Media shall not assert, enforce, or attempt to enforce the Restricted Conduct covenant against any Agency whose corporate domicile is within the State of California, in which case that covenant is void ab initio pursuant to California Business and Professions Code sections 16600 and 16600.5. The confidentiality, non-disclosure, flow-down, and trade-secret obligations of this Article survive in full force in every jurisdiction.

8. DATA EXHAUST, BORDERLESS COMPLIANCE & PRIVACY LAWS

1. Absolute Ownership of Data Exhaust: Perma Media may collect and process Data Exhaust, including focus and blur timestamps, may retain it, and may use it to train internal valuation models. Perma Media acts as the Data Controller for any Data Exhaust it collects. The Agency explicitly acknowledges and agrees that Perma Media possesses the absolute commercial right to aggregate, anonymize, package, and leverage 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: Perma Media may use Geo-IP telemetry to localize display, including currency presentation that is not itself a transactional charge. A transactional figure remains denominated in the Host jurisdiction currency recorded for that asset.
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, each transactional figure is denominated in the Host jurisdiction currency for that asset. Perma Media may use Geo-IP telemetry to localize non-transactional display. A display conversion uses the live rate quoted by the payment processor. If that live rate is unavailable and Perma Media still holds a prior quote from the payment processor, the conversion uses that prior quote. If Perma Media holds no prior quote, the conversion uses 1.42. That figure is the current fixed fallback, which is updated periodically as market conditions change. It is not a live rate. The Agency irrevocably waives any right to allege, claim, or litigate that host-currency billing, or any Geo-IP display conversion, constitutes unlawful B2B price discrimination, unfair trade practices, or deceptive pricing under any state, provincial, or federal statute. The currency of a bid is the Host jurisdiction currency displayed at authorization. That bid is 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 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 [Subject to Final Lease Verification]-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 [Subject to Final Lease Verification]-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 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 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 [Subject to Final Lease Verification]-month term.
2. AOR Fiduciary Declaration & Forfeiture of Representation: In the event the Agency elects to vacate the Host asset, opt-out of an automatic renewal, or decline a Fair Market Value (FMV) True-Up, the Agency is legally mandated to accurately declare its current Agency of Record (AOR) status regarding the underlying Brand. The Agency must explicitly specify whether the cancellation is due to the conclusion of the Brand's campaign, or due to the Agency no longer representing the Brand.
3. The Agency explicitly acknowledges and legally agrees that a failure to respond to an affirmative renewal notice (FMV True-Up) prior to the expiration of the 30-day deadline shall constitute an irrevocable, legally binding declaration that the Agency has lost its AOR status for the underlying Brand. Upon such default, or upon an explicit declaration of AOR loss, Perma Media is immediately and irrevocably authorized to contact the underlying Brand directly to offer a Direct Renewal Exemption to preserve the existing physical media, resulting in the permanent forfeiture of all associated Agency commissions for that specific asset, unless a new authorized Agency initiates a formal AOR Transfer prior to the expiration of the deadline. 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 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 Architectural Media Asset previously secured through the PMX for exactly 12 months following the termination or expiration of their PMX contract.
4. 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 sections 16600 and 16600.5, and Perma Media shall not assert or attempt to assert it. All active-term operational requirements remain in full effect. Platform circumvention is governed exclusively by the Non-Circumvention Covenant set out in the Confidentiality Article of this Agreement, and no other provision of this Agreement shall be construed to create a separate, additional, or cumulative circumvention remedy.

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 MML purchased by the Agency shall be strictly governed by the specific [Subject to Final Lease Verification]-month term displayed on the 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 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 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 [Subject to Final Lease Verification]-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: ([Prorated Monthly Decommissioning Fee] / 30) * [Remaining Billing Cycle Days].
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. Cryogenic Contract Severance & The Successor Thaw: In the event a Host facility ceases operations, declares bankruptcy, or is permanently deactivated prior to the completion of the [Subject to Final Lease Verification]-month term, the active agreement is immediately placed into a cryogenic stasis. The active MML billing is instantly paused, ensuring the Agency pays absolutely zero capital for unrendered media. The physical media asset will remain mounted at the facility for a strict 180-day Successor Adoption Window to allow an incoming commercial tenant to legally inherit the Host SLA. If a successor tenant operating within a highly similar Facility Archetype assumes the space, the Agency's contract will immediately thaw, the remaining term duration will resume, and MML billing will recommence. If the 180-day window expires without a successor, or if the incoming tenant operates in a conflicting industry category, the active agreement is immediately and irrevocably terminated. The active 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 Architectural Integration Fee Refund & Contingent Make-Whole: 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 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 [Subject to Final Lease Verification]-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 initiate settlement of this Activation Invoice within the stipulated 72-hour activation window. If the Agency fails to initiate an institutional bank transfer (ACH/PAD) within this timeframe, the Agency explicitly authorizes Perma Media to bypass contract cancellation and autonomously charge the tokenized credit card on file for the full invoice amount, inclusive of the mandatory 3% Convenience Fee, to secure the asset. However, if the Agency selects "Institutional Direct Debit (ACH/PAD)" or "Institutional Wire Transfer" to accommodate Fortune 500 internal capital-authorization limits, the system will instantly lock the Architectural Media Asset until institutional settlement clears. 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 the 72-hour credit card activation window. 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. Because the Platform enforces no credit card ceiling, no invoice value automatically mandates non-card routing and no invoice value automatically waives the $250.00. Where the Agency voluntarily elects institutional routing, that fee attaches to the elected rail. 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. Official billing commencement is the Target Activation Date, except where physical installation completes after that date, in which case official billing commencement is the actual installation date. Cryptographic Proof of Performance evidences installation. It does not set the billing date.
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 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. Prevailing Party Fees: The arbitrator shall award to the prevailing party its full legal fees, expert witness fees, arbitrator compensation, and the costs of the arbitration. This fee-shifting provision is fully mutual, is a material inducement to each party entering this Agreement, and applies equally to any claim either party commences in any forum in contravention of the Binding Arbitration and Class Action Waiver provisions below.

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 liquidated assessments for breach are governed by the Perma Media Standard Metric Schedule (permamedia.com/metrics). The Agency acknowledges that all dynamic durations presented on the PMX interface are final and binding upon the clearance of the Architectural Integration Fee.

2. Entire Agreement

1. This Agreement is composed of, and the entire agreement between the parties consists exclusively of, the following instruments, each incorporated by reference: the Master Services Agreement; these Terms; the Architectural Media Design Protocol; the Privacy Policy; the Transaction Record for each bid the Agency authorizes; and the Executed Asset Schedule and per-asset executed instrument minted for each Asset ID. The versions of the Master Services Agreement, these Terms, the Design Constraints, and the Privacy Policy that govern are the versions preserved in the Agency's cryptographic custody record at the time of the Agency's acceptance, and Perma Media shall retain and produce those preserved versions on written request. In the event of a conflict, precedence runs in the following order: the Executed Asset Schedule for the affected Asset ID, then the Transaction Record for the bid from which that Asset ID was awarded, then these Terms, then the Master Services Agreement, then the Design Protocol, then the Privacy Policy. The Transaction Record is an integral constituent document of this Agreement and is expressly not extrinsic evidence, a prior negotiation, or a contemporaneous oral or written understanding, and neither party shall assert the parol evidence rule, an integration or merger defense, or any similar doctrine to exclude it or to limit its effect. Subject only to the foregoing, this Agreement supersedes all prior or contemporaneous negotiations, discussions, proposals, rate cards, and 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. Perma Media shall publish each such update and shall dispatch notice of it to the Agency's registered Keyholder address, and the Agency's continued use of the Platform after the effective date of a published and noticed update constitutes irrefutable acceptance of that update. This unilateral right expressly excludes, and shall never be exercised to alter, the Governing Law provision, the Binding Arbitration framework, the Prevailing Party Fees provision, the Class Action Waiver, or the Non-Circumvention Covenant, as each stood on the date the Agency accepted these Terms. No unilateral modification shall retroactively alter the Architectural Integration Fee, the Monthly Media Lease, the Agency Management Commission Rate, or the Contract Term recorded in the Executed Asset Schedule 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.