Terms of Business - Curation Service Level

Version Date: January 2026

Please contact us at privacy@multilocal.media if you have any questions in relation to these Terms of Business.

1 Introduction

1.1 These terms of business (“Terms of Business”) govern the relationship between Multilocal and the Client in relation to the provision of the CaaS.

1.2 'CaaS' and any other capitalised terms in these Terms of Business have the meanings given to them in the 'Definitions and Interpretation' section below.

2 Order Forms

By signing an order form for the purchase of CaaS from Multilocal (“Order Form”), you will be bound by the Order Form and these Terms of Business, which shall together constitute an agreement between you and Multilocal ("Agreement").

3 CaaS

Throughout the Term, Multilocal shall provide the Client with CaaS.

4 Service levels

Multilocal shall use reasonable endeavours to provide the CaaS in accordance with the service levels set out in Schedule 1.

5 Exclusivity

Where Multilocal is the exclusive CaaS service provider (as confirmed in the Order Form) the Client will pass all deal opportunities that could reasonably form part of the CaaS provided under an Order Form to Multilocal.

6 The Client's Responsibilities

6.1 Instructions and approvals. The Client agrees to provide all instructions and approvals, including procuring the daily DSP bidding report, to Multilocal in writing in a timely and accurate manner to enable the successful delivery of the CaaS.

6.2 Account management. The primary contact person for each party (“PoC”) shall be designated in the Order Form and they shall be responsible for coordinating communication and providing necessary information for the purposes of the provision of the CaaS. Any update to the Client’s PoC shall be notified in writing (email is sufficient) to Multilocal's PoC.

6.3 Credentials and Security. The Client is responsible for maintaining the confidentiality and security of any user accounts, passwords and access credentials in connection with its access to the CaaS, and for all activity carried out using such credentials. Multilocal shall have no liability for any loss, error, or mis-delivery arising from unauthorised or improper use of the Client’s credentials.

7 Fees and Payments

7.1 Multilocal and the Client will agree in writing (either in an Order Form or via email) the applicable Fees.

7.2 Where Multilocal is paid by the Curation Platforms, the Fees to be retained by Multilocal and any invoicing requirements shall be as set out in the Order Form.

7.3 Each Party is responsible for all relevant taxes and other deductions for their business in respect of any amounts owed to it in connection with an Order Form.

7.4 If Multilocal fails to pay the Client any undisputed amounts owed to it under this Agreement by the due date, Multilocal shall pay the Client interest on the overdue sum for such time as it remains outstanding at a rate of 2% a year above the Bank of England's base rate from time to time, but at 2% a year for any period when that base rate is below 0%.

8 Intellectual Property Rights

8.1 The Client agrees that nothing in this Agreement shall affect, nor grant any right to, any Intellectual Property Rights owned by and/or licensed to Multilocal in relation to Multilocal Materials and/or the CaaS save as set out in clause 8.2.

8.2 The Client shall not: (i) copy, modify, adapt, translate, disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Multilocal Materials; (ii) use the Multilocal Materials to build or operate any product or service that competes with the CaaS (including Cureon); (iii) access or use the Multilocal Materials in any manner intended to circumvent usage limits or interfere with the operation or security of the CaaS (including Cureon); or (iv) attempt, or authorise, instruct or permit any third party to do any such things.

8.3 To the extent the Client is required to access or otherwise make use of any Multilocal Materials to receive the benefit of the CaaS, Multilocal hereby grants to the Client a non-exclusive, non-assignable, personal, revocable, royalty-free licence to use the Multilocal Materials and any Intellectual Property Rights therein strictly for the purposes of the Client's receipt of the CaaS for the Term as envisaged by and in accordance with this Agreement.

8.4 The Client agrees that Multilocal may make public via its website, social media or other marketing channels that it provides or has provided services to the Client, and the Client hereby grants a non-exclusive, perpetual, irrevocable, royalty-free licence for Multilocal to use the Client Branding in connection with such purposes.

9 Liability

9.1 Nothing in this Agreement shall limit in any way either Party’s liability for death or personal injury caused by negligence or for fraud or any other liability that may not lawfully be limited.

9.2 Subject to clause 9.1, neither Party shall be liable to the other, for any indirect, incidental, special or consequential loss or damage.

9.3 Subject to clause 9.1 and without prejudice to clause 9.2, Multilocal shall not be liable in any way for (i) loss, damage or delay consequent upon any circumstances beyond its reasonable control; (ii) loss of goodwill, reputation or opportunity; (iii) any loss of or corruption of data; (iv) any loss of anticipated savings; or (v) loss of profit or loss of revenue, which in each case arises out of or in connection with this Agreement or any breach or non-performance of this Agreement no matter how fundamental (including by reason of its negligence) and whether or not Multilocal had been informed of or was aware that there was a serious possibility of such loss.

9.4 Notwithstanding any other provision in this Agreement, neither Party shall have any liability to the other and shall not be deemed to be in breach of any provision of this Agreement to the extent that such breach arises as a result of any delay by the other Party, or as a result of the other Party’s breach of this Agreement or from any material, information, design, specification or instructions supplied by the other Party or on its behalf.

9.5 The Parties acknowledge that Multilocal provides the CaaS in reliance on third-party systems in the ad-tech infrastructure, including exchanges and DSPs/SSPs. Accordingly, Multilocal shall have no liability whatsoever for any failures ,errors, outages, malfunctions, or delivery issues arising from, or attributable to, any of the following, for which the Client shall be solely responsible

9.5.1 the Client’s DSP seat(s),including all bidding configuration, pacing controls, budget settings and any other buying parameters; and

9.5.2 the Client’s campaign setup and targeting parameters (including, without limitation, any site-type, brand-safety or other restrictions), and any instructions or settings applied by or on behalf of the Client through its DSP or otherwise.

9.6 Subject to clauses 9.1 - 9.5, Multilocal's total liability to the Client (whether under this Agreement or otherwise) in relation to any campaign for which Multilocal has provided CaaS, is limited to the Fees received by Multilocal in relation to such campaign in the twelve (12)months preceding the date on which the claim giving rise to the liability arose.

9.7 This clause 9 shall continue in force and shall survive expiry or termination of the Term.

10. Non-solicitation

10.1 The Client agrees that it will not, either on its own account or in partnership or association with any person, firm, company or organisation or otherwise, and whether directly or indirectly, during and for a period of six (6) months following termination or expiry of this Agreement, solicit or entice away or attempt to solicit or entice away (or permit the taking of any such action by any other person) any of Multilocal's employees.

10.2 This clause 10 shall continue in force and shall survive expiry or termination of the Term.

11 Term and Termination

11.1 This Agreement shall commence on the Start Date for the duration of the Term and shall continue thereafter unless and until varied or terminated in accordance with clauses 11.2 or 11.3.

11.2 The Term of this Agreement may be amended by mutual agreement in writing by the Parties (email is sufficient).

11.3 Multilocal reserves the right to terminate this Agreement at any time on notice to the Client if (i) Multilocal believes (in its sole discretion) that Client has breached any material term of this Agreement; or (ii) the Client undergoes an Insolvency Event.

11.4 Upon termination or expiry of this Agreement, the Client shall pay or Multilocal shall retain all Fees due to Multilocal for the CaaS provided up to the date of termination/expiry, which shall be payable and/or retained in accordance with this Agreement.

11.5 Multilocal may revoke o rsuspend access to the CaaS at any time where reasonably required for security, operational or compliance reasons.

12 Review and Amendment

12.1 Any Order Form may only be amended by the written agreement of the Parties. 'Written agreement' shall include agreement over email provided that there is clear and unequivocal intent from both Parties to vary the Order Form as proposed.

12.2 These Terms of Business will be reviewed periodically to ensure their effectiveness and relevance. Changes to these Terms of Business will become effective and binding upon the Client from the date Multilocal posts the updated version of the Terms of Business on its website. If the modified Terms of Business are not acceptable for the Client, its only recourse is to cease using the website and the CaaS. If you do not close your Multilocal account and/or cease using the CaaS or contact us to do so, you will be deemed to have accepted the modifications.

13 General

13.1 Waiver. No failure or delay by a Party to enforce or exercise any right or remedy under these Terms of Business or law shall be deemed to be a waiver of that or any other right or remedy, nor shall it operate so as to bar the enforcement or exercise of that or any other right or remedy at any time subsequently.

13.2 Rights and remedies. Except as expressly provided in this Agreement, the rights and remedies provided under these Terms of Business are in addition to, and not exclusive of, any rights or remedies provided by law.

13.3 Severance. If any provision or part-provision of these Terms of Business is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Terms of Business. In this case, the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

13.4 Entire agreement.

13.4.1 These Terms of Business (together with the applicable Order Form) constitute the entire agreement between the Parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, correspondences and understandings between them, whether written or oral, relating to its subject matter, including any other terms that the Client seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

13.4.2 Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

13.4.3 Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

13.5 No partnership or agency. Nothing in these Terms of Business is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.

13.6 Third-party rights. These Terms of Business does not confer any rights on any person or Party (other than the Parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999. The rights of the Parties to rescind or vary this Agreement are not subject to the consent of any other person.

13.7 Governing law and jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

DEFINITIONS AND INTERPRETATIONS

1. Defined terms in these Terms of Business and any Order Form shall have the following meanings:

Agreement means these Terms of Business and the applicable Order Form.

Business Days means any day other than a Saturday, Sunday or public holiday, on which clearing banks are open for non-automated commercial business in the City of London.

CaaS means the 'curation as a service' services supplied by Multilocal as more specifically set out in the Order Form, which may comprise of Brief Responding, Deal Set Up, Deal Troubleshooting, Optimisation and Reporting, as well as access to Cureon.

Client or you means the person contracting with Multilocal for the provision of the CaaS as identified in the applicable Order Form.

Client Branding means any artwork, copy, designs, photographs, characters, music, logos, and any other materials associated with the business of the Client and/or the Client's customers.

Curation Platforms means the curation platforms utilised by Multilocal for the purposes of providing the CaaS including but not limited to partner SSPs.

Cureon means the client-facing curation platform of the same name made available by Multilocal to certain of its clients, access to which is subject to valid authentication credentials.

Custom Segments means unique data packages available from a data company through the Client's platform(s).

Fees means the fees payable to Multilocal as set out in the applicable Order Form or as otherwise agreed between the Parties in writing from time to time (which shall include email).

Insolvency Event means where a person ceases or threatens to cease to carry on business, becomes liable to be found unable to pay its debts within the meaning of section 123 Insolvency Act 1986, has an administrator, receiver, administrative receiver or manager appointed over the whole or any part of its assets, enters into any composition with creditors generally, or has an order made or resolution passed for it to be wound up (otherwise than in furtherance of any scheme for amalgamation or reconstruction) or undergoes any similar or equivalent process in any relevant jurisdiction.

Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights in any artificial intelligence models, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Margin means the amounts paid by the relevant Curation Platforms in return for the curated deal set-up performed by Multilocal in connection with a campaign.

Multilocal or us means Multilocal Media Ltd (trading as Multilocal or Fusion AdOps) with registered office at 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX.

Multilocal Materials means all designs, transparencies, graphics, typographical arrangements, software, and all other materials in whatever form and any of Multilocal's proprietary tools whether in hard copy or electronic form utilised by Multilocal in the provision of the CaaS including any improvements or updates in respect of the same, including (without limitation) Cureon.

Party means each of the Client and Multilocal and Parties shall be construed accordingly.

Start Date means that start date for the provision of the CaaS as set out in the applicable Order Form.

Term means the period for the provision of the CaaS as set out in the applicable Order Form.

Territory has the meaning set out in the Order Form.

2. In this Agreement, unless the context requires otherwise:

2.1 any phrase introduced by the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

2.2 reference to a person includes a natural person, firm, partnership, company, body corporate, corporation, association, organisation, government, state, foundation and trust (whether or not having separate legal personality); and

2.3 words in the singular shall include the plural and in the plural shall include the singular.

3. The clause and section headings shall not affect the meaning or interpretation of this Agreement.

4. Any obligation on a Party not to do something shall include an obligation to take reasonable, necessary and appropriate measures within its control to prevent that action from being carried out.