PRISMRIOT SELF-SERVICE ADVERTISING TERMS OF SERVICE

Effective Date: July 17, 2026

These Self-Service Advertising Terms of Service (these “Terms”) govern your access to and use of the PrismRiot self-service connected television advertising platform, website, checkout process, campaign-submission tools, campaign-management services, reporting tools, and related advertising services (collectively, the “Service”).

The Service is provided by Revry, Inc., doing business as PrismRiot, together with its successors and permitted assigns (“PrismRiot,” “we,” “us,” or “our”).

These Terms apply to each business, advertiser, advertising agency, organization, or individual acting on behalf of a business that accesses or uses the Service or purchases advertising through the Service (each, an “Advertiser,” “you,” or “your”).

By creating an account, selecting an advertising package, submitting an order, completing payment, checking a box indicating your acceptance, or otherwise accessing or using the Service, you agree to these Terms.

If you do not agree to these Terms, do not access the Service or submit an order.

PLEASE READ THESE TERMS CAREFULLY. THESE TERMS INCLUDE A BINDING ARBITRATION PROVISION, A CLASS ACTION WAIVER, A JURY TRIAL WAIVER, AND A STRICT NO-REFUND POLICY.

1. ELIGIBILITY AND AUTHORITY

1.1 Business Use Only

The Service is intended solely for business and commercial advertising purposes. It is not intended for personal, family, or household use.

You may use the Service only if:

(a) you are at least eighteen years old or the age of legal majority in your jurisdiction;

(b) you are legally capable of entering into a binding agreement;

(d) PrismRiot has not previously suspended or terminated your access to the Service.

1.2 Authority to Bind an Organization

If you access the Service or submit an order on behalf of a company, agency, client, brand, nonprofit organization, or other entity, you represent and warrant that you have authority to bind that entity to these Terms.

In that case, “you” and “your” refer both to you individually and to the organization on whose behalf you are acting.

The organization is responsible for all actions taken through its account and by its employees, contractors, agencies, representatives, and authorized users.

2. THE SELF-SERVICE ADVERTISING PROCESS

2.1 Campaign Purchase

The Service allows you to select and purchase one or more connected television advertising packages through the PrismRiot website.

An advertising package may specify:

(a) a number of purchased impressions;

(b) a package price;

(d) supported creative formats;

(e) campaign timing or scheduling requirements; and

(f) other campaign parameters displayed during the ordering process.

Prices, package sizes, available targeting, supported formats, and other campaign features may change from time to time. Changes will not affect an order that PrismRiot has already accepted unless you approve the change.

2.2 Order Submission

Your order is submitted when you:

(a) select an advertising package;

(b) provide the requested billing and contact information;

(d) successfully complete payment.

Your order constitutes your binding request for PrismRiot to reserve, administer, and deliver the purchased advertising campaign.

2.3 Prepayment Required

All self-service advertising orders must be paid in full at checkout.

PrismRiot is not required to review your campaign, contact you regarding campaign setup, collect your creative materials, reserve advertising inventory, or begin campaign preparation until full payment has been successfully received.

Payment authorization alone does not constitute payment if the transaction is declined, reversed, disputed, charged back, or otherwise not received by PrismRiot.

2.4 Campaign Intake Following Payment

After PrismRiot receives payment, PrismRiot or a PrismRiot account representative may contact you to collect or confirm:

(a) advertising creative;

(b) campaign start and end dates;

(d) destination URLs or QR codes, if applicable;

(e) advertiser and product information;

(f) substantiation for advertising claims;

(g) required licenses or disclosures; and

(h) other information reasonably necessary to administer the campaign.

You must provide complete and accurate campaign information within the timeframe requested by PrismRiot.

Delays caused by your failure to provide required information, approved creative, or timely responses do not entitle you to a refund.

2.5 Order Acceptance

Receipt of payment does not require PrismRiot to run an advertisement that violates these Terms, applicable law, publisher-partner requirements, technical requirements, or PrismRiot’s advertising standards.

PrismRiot may reject or require changes to advertising creative as described in Section 7.

Where PrismRiot determines that an advertisement cannot run in its submitted form, PrismRiot may permit you to submit replacement or revised creative within a reasonable period.

3. NO-REFUND POLICY

3.1 All Completed Orders Are Final

ALL SELF-SERVICE ADVERTISING ORDERS ARE FINAL AND NON-REFUNDABLE ONCE PAYMENT HAS BEEN COMPLETED AND THE ORDER HAS BEEN SUBMITTED TO PRISMRIOT.

BY SUBMITTING AN ORDER, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT PRISMRIOT WILL NOT ISSUE A REFUND, CREDIT, REVERSAL, OR CANCELLATION AFTER THE ORDER GOES THROUGH, EXCEPT WHERE REQUIRED BY APPLICABLE LAW OR EXPRESSLY PROVIDED IN SECTION 3.4.

3.2 Circumstances That Do Not Qualify for a Refund

Without limiting Section 3.1, you are not entitled to a refund or credit because:

(a) you change your mind;

(b) you no longer wish to advertise;

(d) you selected an incorrect geography, date, audience, or campaign parameter;

(e) you fail to provide creative or campaign information;

(f) you provide creative that does not comply with these Terms;

(g) your creative is rejected and you fail or decline to provide compliant replacement creative;

(h) you do not have a finished advertisement;

(i) you experience a business, scheduling, staffing, production, or budget issue;

(j) your product, service, event, promotion, or offer is delayed, canceled, modified, or unavailable;

(k) the campaign does not achieve a particular business, sales, conversion, website-traffic, or brand-performance result;

(l) you fail to respond to PrismRiot’s campaign-intake communications;

(m) you fail to obtain required licenses, permissions, substantiation, or regulatory approval;

(n) your account or campaign is suspended because of your breach of these Terms; or

(o) some or all requested inventory, programming, channels, applications, devices, or placements are unavailable, provided PrismRiot delivers the purchased impressions through reasonably comparable eligible CTV inventory.

3.3 Creative Assistance Does Not Affect Refund Policy

PrismRiot may refer you to an independent creative-production provider or provide information regarding creative resources.

Any creative-production service is separate from your media purchase unless expressly included in writing.

Your inability to create, obtain, revise, or deliver acceptable creative does not cancel your order and does not entitle you to a refund.

3.4 PrismRiot Delivery Failure

If PrismRiot is unable to deliver all purchased impressions for reasons within PrismRiot’s reasonable control, PrismRiot may, at its election:

(a) extend the campaign;

(b) deliver the remaining impressions through reasonably comparable eligible inventory;

(d) issue a prorated credit solely for the undelivered portion.

This Section 3.4 is your exclusive remedy for PrismRiot’s failure to deliver purchased impressions.

3.5 Chargebacks

An “Improper Chargeback” means a chargeback, payment reversal, payment dispute, retrieval request, or similar claim initiated in connection with a validly authorized transaction where:

(a) the applicable charge is consistent with the order you submitted and authorized;

(b) PrismRiot has provided or remains ready, willing, and able to provide the purchased campaign in accordance with these Terms;

(d) you initiate the dispute without first providing PrismRiot the notice and opportunity to investigate required by this Section.

An Improper Chargeback constitutes a material breach of these Terms.

Following an Improper Chargeback, PrismRiot may, in addition to any other rights or remedies available under these Terms or applicable law:

(i) immediately suspend or terminate your User Account;

(ii) pause, cancel, or discontinue any pending or active campaign;

(iii) refuse to accept or process future orders from you, the applicable advertiser, or any related account;

(iv) require repayment of the disputed amount;

(v) recover any chargeback fees, payment-processor fees, bank fees, administrative expenses, collection costs, and reasonable attorneys’ fees incurred in responding to or collecting amounts associated with the Improper Chargeback;

(vi) offset any amount owed by you against any credit, promotional benefit, make-good, or other amount that PrismRiot may otherwise owe or provide to you;

(vii) require future purchases to be made through an alternative payment method, by wire transfer, or with an advance security deposit; and

(viii) provide transaction records, account information, campaign documentation, acceptance records, communications, and other relevant information to the applicable payment processor, financial institution, card network, collection agency, or governmental authority as reasonably necessary to contest the chargeback, collect amounts due, prevent fraud, or enforce these Terms.

You remain responsible for all amounts associated with an Improper Chargeback, regardless of whether the payment processor or financial institution initially or finally resolves the dispute in your favor.

Suspension, cancellation, or termination resulting from an Improper Chargeback does not entitle you to a refund, credit, replacement campaign, or make-good and does not excuse your obligation to pay amounts already incurred or contractually committed.

PrismRiot may condition restoration of your account or resumption of a campaign on:

(A) payment in full of all outstanding amounts;

(B) reimbursement of applicable fees and costs;

(D) provision of a payment method or other assurances reasonably acceptable to PrismRiot.

Nothing in this Section limits your right to dispute a transaction that was genuinely unauthorized, resulted from fraud not attributable to you, or contains a bona fide billing error. You must nevertheless notify PrismRiot promptly after discovering the issue and reasonably cooperate with PrismRiot and the applicable payment processor in investigating and resolving the matter.

Before initiating any chargeback, you must contact PrismRiot at support@prismriotads.com and provide PrismRiot at least ten business days to investigate the matter.

4. CTV ADVERTISING SERVICE

4.1 Advertising Placement

PrismRiot will use the purchased package to place your video advertisement on eligible connected television channels, streaming applications, FAST channels, and other CTV properties made available through PrismRiot’s publisher and platform partners.

Unless PrismRiot expressly agrees otherwise in writing, your purchase does not guarantee placement:

(a) on a specific channel, application, publisher, program, show, device, platform, or content category;

(b) at a specific time of day;

(d) in a particular position within an advertising break; or

(e) on every platform or property included in PrismRiot’s broader network.

PrismRiot may allocate campaign delivery among eligible properties based on inventory availability, targeting, pacing, technical compatibility, brand suitability, and campaign requirements.

4.2 Impressions

An “Impression” means a valid delivery of your advertisement to an eligible Connected Television device, as measured and reported by PrismRiot, its ad server, or its applicable publisher, platform, supply, or measurement partners.

To the extent supported by the applicable CTV environment, an Impression will be counted only when:

(a) delivery of the advertisement is initiated in connection with a viewing session;

(b) the advertisement has loaded and, following any applicable buffering, has at least begun to render or play on the applicable device or player; and

(c) the associated activity has not been identified and excluded as Invalid Traffic in accordance with the measurement and filtration practices used by PrismRiot or its applicable advertising, publisher, platform, or measurement partners.

An ad request, bid request, auction response, VAST response, creative download, server-side insertion instruction, or reservation of an advertising opportunity does not, by itself, constitute an Impression.

Advertisements delivered within an ad pod will be counted individually as each advertisement begins to render or play and will not be counted in advance merely because the ad pod or content stream has begun.

CTV advertising may be delivered using server-side ad insertion or other technologies that limit the availability of direct client-side measurement signals. Where direct client-side measurement is not reasonably available, PrismRiot may rely on reporting and validation signals supplied by its ad server, publisher partners, streaming platforms, server-side ad-insertion providers, supply partners, or measurement vendors.

PrismRiot will not knowingly count activity confirmed to have occurred while the applicable television display was turned off. You acknowledge, however, that power-state, inactivity, and similar device-level signals are not available in all CTV environments, and PrismRiot does not represent that every Impression can be independently verified as viewed by an individual person.

PrismRiot’s final campaign report will control for determining delivery and fulfillment, absent manifest error. Reporting from Advertiser’s systems or third-party vendors may differ because of differences in measurement methodology, attribution, filtration, time zones, latency, server-side ad insertion, or data availability.

Unless expressly stated in the applicable advertising package, purchased Impressions are served impressions and not guaranteed viewable impressions, completed views, unique viewers, households reached, or human-attention metrics.

4.3 Geographic Targeting

Where available, you may request geographic targeting by country, state, designated market area, city, ZIP code, or another supported geographic category.

Geographic targeting is based on available technical and third-party signals and is not guaranteed to be perfectly accurate.

PrismRiot may expand or adjust geographic delivery where reasonably necessary to complete the campaign, but will not materially expand the geography without your approval unless the selected package or checkout disclosure permits such expansion.

4.4 Campaign Dates

Campaign start and end dates are subject to:

(a) timely payment;

(b) PrismRiot’s receipt of complete campaign information;

(d) inventory availability;

(e) technical readiness; and

(f) reasonable trafficking and processing time.

Requested dates are not final until confirmed by PrismRiot.

If your delay prevents the campaign from beginning on the requested date, PrismRiot may reschedule the campaign based on available inventory. Such rescheduling does not entitle you to a refund.

4.5 No Performance Guarantee

PrismRiot sells advertising impressions, not guaranteed sales, leads, conversions, revenue, website visits, app downloads, store visits, brand lift, or other commercial outcomes.

PrismRiot does not warrant that any viewer will:

(a) watch your advertisement in full;

(b) remember or respond to your advertisement;

(d) visit a website;

(e) purchase a product or service; or

(f) take any other action.

Forecasts, projections, estimates, examples, and past results are informational only and are not guarantees.

5. ACCOUNTS AND ACCOUNT SECURITY

5.1 Account Information

You must provide accurate, complete, and current account, billing, advertiser, and contact information.

You must promptly update your information when it changes.

You may not:

(a) impersonate another person or entity;

(b) submit an order on behalf of another person or entity without authority;

(d) conceal the true advertiser, product, service, or beneficiary of a campaign.

5.2 Security

You are responsible for maintaining the confidentiality of passwords, access credentials, and account information.

You are responsible for all activity conducted through your account unless caused by PrismRiot’s breach of these Terms or applicable law.

You must notify PrismRiot promptly at [SECURITY EMAIL] if you know or reasonably suspect unauthorized access to your account.

6. ADVERTISING MATERIALS

6.1 Definition

“Advertising Materials” means all materials submitted, supplied, selected, or approved by or on behalf of you in connection with a campaign, including:

(a) video advertisements;

(b) audio;

(d) text and claims;

(e) trademarks and logos;

(f) URLs, QR codes, and landing pages;

(g) advertiser names and disclosures;

(h) pixels, tags, or tracking technologies, where approved; and

(i) campaign instructions and targeting information.

6.2 Ownership

As between you and PrismRiot, you or your licensors retain ownership of your Advertising Materials.

You grant PrismRiot and its service providers, advertising platforms, publishers, inventory partners, and technical vendors a non-exclusive, worldwide, royalty-free, sublicensable license to host, copy, review, adapt, format, transcode, transmit, distribute, display, perform, deliver, measure, and otherwise use the Advertising Materials as necessary to:

(a) review and administer your campaign;

(b) deliver your advertisements;

(d) measure and report campaign delivery;

(e) detect fraud or technical issues;

(f) comply with law and partner requirements; and

(g) enforce these Terms.

This license continues for the duration of the campaign and for a reasonable technical, archival, reporting, and compliance period afterward.

6.3 Your Responsibility

You are solely responsible for:

(a) your Advertising Materials;

(b) all express and implied advertising claims;

(d) all websites, applications, phone numbers, QR-code destinations, and other properties referenced in the advertisement;

(e) the accuracy of pricing, availability, discounts, deadlines, and other offer terms;

(f) obtaining all necessary rights, licenses, releases, permissions, and approvals; and

(g) compliance with all applicable laws and industry requirements.

PrismRiot’s review or approval of an advertisement does not relieve you of these responsibilities.

6.4 Creative Specifications

Advertising Materials must comply with the technical specifications communicated by PrismRiot.

Unless PrismRiot approves otherwise, video creative may be required to:

(a) use a 16:9 aspect ratio;

(b) be delivered in high-definition 1920 x 1080 format;

(d) have an exact supported duration; and

(e) satisfy applicable audio, bitrate, file-size, captioning, and technical requirements.

PrismRiot may reject files that are corrupt, incomplete, technically incompatible, or of insufficient quality.

7. AD REVIEW AND APPROVAL

7.1 Review

All Advertising Materials are subject to PrismRiot review.

PrismRiot may approve, reject, suspend, remove, or require modification of an advertisement that PrismRiot reasonably believes:

(a) violates these Terms;

(b) violates applicable law;

(d) infringes or may infringe third-party rights;

(e) contains an unsubstantiated, misleading, or deceptive claim;

(f) presents a security, privacy, reputational, technical, or brand-safety concern;

(g) is incompatible with available inventory; or

(h) may expose PrismRiot or its partners to liability.

7.2 Replacement Creative

If PrismRiot rejects an advertisement, PrismRiot may provide you an opportunity to submit revised or replacement creative.

You must submit compliant replacement creative within the timeframe specified by PrismRiot.

Failure or refusal to provide compliant replacement creative does not entitle you to a refund.

7.3 No Obligation to Preapprove Legality

PrismRiot is not your legal adviser and is not responsible for determining whether your Advertising Materials, products, services, claims, disclosures, licenses, or business practices comply with law.

You are responsible for obtaining your own legal, regulatory, and professional advice.

8. ADVERTISING CONTENT STANDARDS

8.1 General Standard

Advertising Materials and advertised products and services must be lawful, accurate, non-deceptive, and appropriate for distribution through CTV publisher-partner platforms.

8.2 Illegal Products and Services

Advertisements may not promote:

(a) illegal products, services, transactions, or activity;

(b) products or services offered without legally required licenses;

(d) counterfeit goods or forged documents; or

(e) instructions or tools primarily intended to facilitate unlawful conduct.

8.3 Deceptive Advertising

Advertisements may not contain:

(a) materially false or misleading claims;

(b) fabricated endorsements or reviews;

(d) bait-and-switch offers;

(e) false scarcity or urgency;

(f) misleading health, financial, or earnings claims; or

(g) an implication of sponsorship, affiliation, or endorsement without permission.

All objective claims must be supported by competent evidence before the advertisement is submitted.

8.4 Intellectual Property and Publicity Rights

Advertising Materials may not infringe or misappropriate copyrights, trademarks, patents, trade secrets, publicity rights, privacy rights, or other rights.

You must have permission to use all music, footage, images, performances, names, likenesses, logos, trademarks, and other protected material contained in your advertisement.

8.5 Malware and Unsafe Technology

Advertisements and destinations may not contain or facilitate:

(a) malware;

(b) spyware;

(d) phishing;

(e) credential theft;

(f) forced redirects;

(g) unauthorized downloads;

(h) malicious code; or

(i) circumvention of user or platform security.

8.6 Hate, Harassment, and Discrimination

Advertisements may not promote hatred, dehumanization, violence, harassment, exclusion, or unlawful discrimination against a person or group based on:

(a) race or color;

(b) ethnicity or national origin;

(d) sex;

(e) sexual orientation;

(f) gender;

(g) gender identity or gender expression;

(h) disability;

(i) age;

(j) medical condition;

(k) veteran status; or

(l) another legally protected characteristic.

8.7 LGBTQ+ Content Is Not Prohibited

LGBTQ+ IDENTITY, SEXUAL ORIENTATION, GENDER IDENTITY, GENDER EXPRESSION, LGBTQ+ CULTURE, LGBTQ+ BUSINESSES, LGBTQ+ COMMUNITY ORGANIZATIONS, LGBTQ+ MEDIA, AND LAWFUL PRODUCTS OR SERVICES INTENDED FOR LGBTQ+ AUDIENCES ARE NOT PROHIBITED OR RESTRICTED MERELY BECAUSE THEY ARE LGBTQ+-RELATED.

Advertisements will not be rejected merely because they:

(a) depict same-sex couples or families;

(b) depict transgender, nonbinary, gender-nonconforming, or queer people;

(d) advertise lawful LGBTQ+ events, media, entertainment, businesses, community organizations, or services;

(e) contain Pride-related imagery or messaging;

(f) promote lawful dating, relationship, sexual-health, or wellness services in a non-explicit manner; or

(g) are intended to reach LGBTQ+ audiences.

LGBTQ+-related advertisements remain subject to the same generally applicable rules regarding legality, explicit sexual content, misleading claims, intellectual property, age appropriateness, and publisher-partner requirements that apply to all other advertisements.

PrismRiot will not treat an advertisement as sexually explicit solely because it includes LGBTQ+ people, relationships, identities, themes, or audiences.

8.8 Adult and Sexually Explicit Content

Advertisements may not contain pornography, graphic sexual activity, or content whose primary purpose is explicit sexual stimulation.

Non-explicit content involving dating, relationships, sexual health, reproductive health, intimacy, gender expression, or LGBTQ+ identity is not automatically prohibited.

PrismRiot may impose reasonable age, placement, or inventory restrictions on lawful adult-oriented products or services where required by law or publisher-partner policy.

8.9 Violence and Self-Harm

Advertisements may not promote, glorify, or instruct:

(a) terrorism;

(b) human trafficking;

(d) graphic violence;

(e) abuse or exploitation; or

(f) credible threats of harm.

8.10 Weapons and Dangerous Products

Advertisements for weapons, ammunition, explosives, or products primarily designed to cause physical injury are prohibited unless PrismRiot expressly approves the campaign in writing.

8.11 Tobacco, Nicotine, Drugs, and Other Regulated Products

Advertisements for tobacco, nicotine, vaping products, illegal drugs, controlled substances, cannabis, alcohol, gambling, pharmaceutical products, financial products, political matters, or other regulated categories may be prohibited or subject to prior written approval, age restrictions, geographic restrictions, disclosures, licenses, and publisher-partner requirements.

PrismRiot may decline any regulated-category campaign in its discretion.

8.12 Children

Advertisements may not unlawfully target children or minors, exploit their inexperience, promote age-restricted products to them, or collect their personal information without legally sufficient authorization.

9. TRADE CONTROLS AND SANCTIONS

You may not access, use, purchase, or otherwise obtain the Service, or submit or run an advertising campaign through the Service, in violation of applicable export-control, import-control, trade, anti-boycott, or economic-sanctions laws and regulations.

You represent and warrant that neither you, the advertiser, nor any person or entity on whose behalf you access or use the Service:

(a) is identified on a sanctions, blocked-person, prohibited-party, or restricted-party list maintained by the United States government or another applicable governmental authority;

(b) is owned or controlled by a person or entity identified on such a list;

(c) is organized, located, or ordinarily resident in a country or territory subject to comprehensive United States trade sanctions where the contemplated transaction is prohibited; or

(d) will access or use the Service for a prohibited end use or on behalf of a prohibited person.

PrismRiot may reject, suspend, block, or cancel an account, payment, order, or campaign where PrismRiot reasonably believes that providing the Service would violate applicable trade-control or sanctions laws.

Any funds associated with a rejected, blocked, or canceled transaction will be handled as required by applicable law. Nothing in the no-refund provisions requires PrismRiot to return, transfer, or otherwise deal in funds where doing so would violate applicable law.

10. PAYMENT PROCESSING AND TAXES

10.1 Third-Party Payment Processor

PrismRiot uses one or more independent third-party payment processors to process payments made through the Service.

When you enter payment-card information, bank-account information, billing credentials, or other payment information through the payment processor’s checkout interface, that information is submitted directly to and processed by the applicable payment processor.

Revry, Inc. and PrismRiot are not the custodian of, and do not directly store or control, the complete payment-card, bank-account, or payment-authentication information that you submit directly to the payment processor, except to the limited extent that certain transaction, billing, tokenized payment, or account information may be made available to PrismRiot for order administration, payment confirmation, accounting, fraud prevention, customer support, legal compliance, or dispute resolution.

The payment processor is independently responsible for its collection, custody, storage, security, and processing of payment information in accordance with its own terms, privacy notice, security practices, and applicable law.

10.2 Acceptance of Payment Processor Terms

By providing payment information, completing checkout, or otherwise initiating a payment through the Service, you acknowledge and agree that:

(a) your payment transaction will be processed by a third-party payment processor;

(b) your use of the payment processor’s services is subject to the payment processor’s applicable terms of service, privacy notice, and other policies presented or made available to you during checkout;

(c) you authorize the payment processor to collect, process, retain, and transmit your payment and transaction information as necessary to complete and administer the transaction; and

(d) you agree to comply with the payment processor’s applicable terms and policies.

If you do not agree to the payment processor’s terms or privacy practices, you must not submit payment information or complete the purchase.

10.3 Payment Authorization and Processor Decisions

You authorize PrismRiot and its payment processor to charge the payment method you provide for:

(a) the selected advertising package;

(b) applicable taxes;

(d) any other amounts you affirmatively authorize.

You represent and warrant that you are authorized to use the payment method submitted.

Payment authorization, verification, approval, denial, settlement, reversal, and fraud screening may be performed by the payment processor or the applicable financial institution. PrismRiot is not responsible for a payment processor’s or financial institution’s decision to decline, delay, reverse, suspend, or otherwise refuse a transaction, except to the extent caused by PrismRiot’s own breach of these Terms or applicable law.

10.4 Payment Information and Privacy

PrismRiot’s receipt and use of transaction information made available by the payment processor is governed by the PrismRiot Privacy Policy.

The payment processor’s collection and processing of payment information is governed by the payment processor’s own privacy notice and terms.

10.5 Taxes

Displayed prices may exclude sales, use, excise, digital-services, or similar taxes.

You are responsible for taxes associated with your purchase other than taxes based on PrismRiot’s net income.

10.6 Promotional Offers

PrismRiot may from time to time make available promotional credits, coupons, discounts, special pricing, trial offers, bonus impressions, referral benefits, or other promotional offers (collectively, “Promotional Offers”).

Eligibility for a Promotional Offer is determined by PrismRiot in its sole discretion. PrismRiot may consider account information, advertiser identity, email address, payment method, device information, prior purchases, campaign history, referral source, or other reasonably relevant information when determining eligibility and preventing misuse.

Additional eligibility requirements, expiration dates, redemption instructions, campaign requirements, and other conditions may be disclosed at checkout, in your User Account, in the applicable promotional communication, or in separate terms accompanying the Promotional Offer. Those additional conditions are incorporated into these Terms.

Unless PrismRiot expressly states otherwise:

(a) Promotional Offers are available only to eligible users and advertisers;

(b) Promotional Offers may be used only through the PrismRiot self-service platform;

(d) Promotional Offers have no cash value and may not be redeemed or exchanged for cash;

(e) Promotional Offers may not be combined with other coupons, discounts, credits, or promotional pricing;

(f) Promotional Offers may not be applied to prior purchases or completed transactions;

(g) only one Promotional Offer may be used per advertiser, account, payment method, campaign, or transaction;

(h) Promotional Offers expire on the date stated in the applicable offer and will be forfeited if not used before expiration; and

(i) you remain responsible for any taxes, fees, purchases, or campaign costs not expressly covered by the Promotional Offer.

PrismRiot may modify, suspend, revoke, deactivate, or cancel a Promotional Offer at any time where PrismRiot reasonably determines that:

(i) you are not eligible;

(ii) the offer was issued or applied in error;

(iii) the offer has been obtained or used through fraud, misrepresentation, duplication, account manipulation, or other abuse;

(iv) the offer violates applicable law or a third-party requirement; or

(v) modification or cancellation is reasonably necessary to protect PrismRiot, the Service, or other users.

PrismRiot may cancel an order or require payment of the full undiscounted amount if a Promotional Offer was improperly obtained or used.

Except where prohibited by applicable law, the modification, expiration, revocation, or cancellation of a Promotional Offer does not entitle you to a refund, cash payment, or replacement offer.

Bonus impressions or other non-cash promotional benefits are subject to inventory availability, may be delivered separately from purchased impressions, and do not reduce or modify the purchased campaign unless PrismRiot expressly states otherwise.

11. PRIVACY

11.1 Privacy Policy

PrismRiot’s collection, use, and disclosure of personal information obtained through the website, account-registration process, checkout process, campaign-intake process, and Service are described in the PrismRiot Privacy Policy.

The PrismRiot Privacy Policy is incorporated into these Terms by reference.

11.2 Advertiser-Supplied Information

You will not provide PrismRiot with:

(a) government-issued identification numbers;

(b) financial account passwords;

(d) biometric information;

(e) personal information concerning children;

(f) precise geolocation information concerning an identifiable person; or

(g) other sensitive personal information,

unless PrismRiot expressly requests and authorizes that information in writing.

11.3 Campaign Data

PrismRiot may collect and use campaign, delivery, impression, device, inventory, geographic, reporting, fraud-prevention, and performance information to:

(a) provide the Service;

(b) administer and report on campaigns;

(d) improve PrismRiot’s products and services;

(e) create aggregated or de-identified analytics; and

(f) comply with legal obligations.

12. Third-Party Services

The Service may include, link to, integrate with, depend on, or make available websites, platforms, software, payment-processing services, creative-production services, analytics tools, advertising technologies, publisher platforms, measurement services, and other products or services provided by third parties (“Third-Party Services”).

PrismRiot does not own or control Third-Party Services and does not endorse or assume responsibility for their content, availability, accuracy, security, performance, privacy practices, or operation.

Your access to or use of a Third-Party Service may be subject to separate terms, privacy notices, licenses, policies, and fees imposed by the applicable third party. By accessing or using a Third-Party Service in connection with the Service, you agree to comply with the applicable third-party terms and policies.

Your dealings with a third-party provider are solely between you and that provider. PrismRiot is not a party to, and is not responsible for, any agreement, transaction, representation, warranty, product, service, act, omission, dispute, loss, or damage arising from or relating to a Third-Party Service, except to the extent directly caused by PrismRiot’s own breach of these Terms or applicable law.

The inclusion, integration, or availability of a Third-Party Service does not constitute a representation, warranty, sponsorship, or endorsement by PrismRiot.

13. PRISMRIOT INTELLECTUAL PROPERTY

PrismRiot, Revry, Inc., and their respective licensors and service providers own or otherwise retain all right, title, and interest in and to, or have sufficient rights and licenses to provide::

(a) the Service;

(b) the PrismRiot website and self-service advertising platform;

(d) campaign-management, reporting, and administrative tools;

(e) PrismRiot and Revry trademarks, logos, branding, and other proprietary materials;

(f) platform-generated analytics, methodologies, system data, and related know-how; and

(g) all updates, improvements, modifications, and derivative works of the foregoing.

Certain portions of the Service may be owned, operated, hosted, or licensed by third parties. Nothing in these Terms transfers ownership of any third-party technology or materials to PrismRiot, Revry, Inc., or you.

Subject to your compliance with these Terms, PrismRiot grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Service solely for your internal business purposes and for submitting and managing advertising campaigns through the Service.

Except for the limited rights expressly granted in these Terms, no rights are transferred to you.

You may not copy, modify, reverse engineer, decompile, disassemble, distribute, resell, sublicense, scrape, circumvent, or otherwise exploit any portion of the Service, including any third-party technology made available through the Service, except to the extent expressly permitted by applicable law or authorized in writing by PrismRiot or the applicable rights holder.

14. CONFIDENTIALITY

Each party may receive non-public business, technical, pricing, campaign, security, or operational information from the other.

The receiving party will:

(a) use the information only for the campaign or Service;

(b) protect it using reasonable care;

(c) disclose it only to personnel and service providers who need to know it and are subject to confidentiality obligations; and

(d) not disclose it publicly without authorization.

Confidential information does not include information that:

(i) becomes public without breach;

(ii) was already lawfully known without restriction;

(iii) is received lawfully from another source without restriction; or

(iv) is independently developed without using the confidential information.

15. WARRANTIES AND DISCLAIMERS

15.1 Your Warranties

You represent and warrant that:

(a) you have authority to enter into these Terms;

(b) all information you provide is accurate;

(d) your advertisement and advertised products and services comply with law;

(e) your claims are properly substantiated;

(f) PrismRiot’s permitted use of your Advertising Materials will not infringe third-party rights; and

(g) you will comply with these Terms.

15.2 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, CTV INVENTORY, REPORTS, CAMPAIGN TOOLS, AND RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRISMRIOT DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND AVAILABILITY.

PRISMRIOT DOES NOT WARRANT THAT:

(a) THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE;

(b) EVERY REQUESTED CHANNEL, APPLICATION, PUBLISHER, GEOGRAPHY, DATE, OR PLACEMENT WILL BE AVAILABLE;

(d) THIRD-PARTY INVENTORY, DATA, OR REPORTING WILL BE COMPLETELY ACCURATE OR AVAILABLE.

16. INDEMNIFICATION

You will defend, indemnify, and hold harmless PrismRiot, Revry, Inc., their affiliates, and their respective officers, directors, employees, agents, contractors, service providers, publishers, inventory partners, and advertising-platform partners from third-party claims, damages, judgments, settlements, fines, penalties, liabilities, costs, and reasonable attorneys’ fees arising out of or relating to:

(a) your Advertising Materials;

(b) your advertised products or services;

(d) your breach of these Terms;

(e) your violation of law;

(f) allegations that your materials or products infringe third-party rights;

(g) your advertising claims or business practices; or

(h) actions taken by your employees, agencies, contractors, or representatives.

PrismRiot will promptly notify you of an indemnified claim and provide reasonable cooperation.

You may control the defense, but may not settle a claim in a way that admits wrongdoing by PrismRiot, imposes obligations on PrismRiot, or fails to fully release PrismRiot without PrismRiot’s written consent.

17. LIMITATION OF LIABILITY

17.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PRISMRIOT, REVRY, INC., OR THEIR AFFILIATES, LICENSORS, SERVICE PROVIDERS, PAYMENT PROCESSORS, ADVERTISING TECHNOLOGY PROVIDERS, PUBLISHERS, INVENTORY PARTNERS, PLATFORM PARTNERS, SUPPLIERS, CONTRACTORS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, COLLECTIVELY, THE “PRISMRIOT PARTIES,” BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO:

(a) these Terms;

(b) an advertising order or campaign;

(d) the delivery, non-delivery, placement, performance, measurement, or results of an advertisement or campaign; or

(e) any content, data, inventory, technology, product, service, or information made available through or in connection with the Service.

The foregoing exclusion includes damages for:

(i) lost profits;

(ii) lost revenue;

(iii) lost sales;

(iv) lost business opportunities;

(v) loss of goodwill;

(vi) loss, corruption, or unavailability of data;

(vii) business interruption;

(viii) substitute advertising, media, production, or service costs; and

(ix) other intangible or economic losses,

whether incurred directly or indirectly and even if a PrismRiot Party has been advised of the possibility of such damages.

17.2 Campaign and Advertising Results

Without limiting Section 15.1, no PrismRiot Party will be liable for any loss, cost, or damage arising from or relating to:

(a) a campaign’s failure to produce any particular number of sales, leads, conversions, website visits, application downloads, QR-code scans, telephone calls, store visits, revenue, return on advertising spend, brand lift, or other commercial result;

(b) a viewer’s failure to watch, complete, remember, engage with, or respond to an advertisement;

(c) the availability, unavailability, quality, classification, nature, or content of any channel, application, program, publisher, advertising inventory, device, platform, or placement;

(d) differences between PrismRiot’s reporting and reporting generated by you or a third party;

(e) differences in impression counts, attribution, targeting, viewability, completion, reach, frequency, or other metrics caused by differences in methodology, filtration, latency, time zones, device signals, server-side ad insertion, or data availability;

(f) the accuracy or availability of targeting categories, audience segments, geographic signals, device information, content metadata, inventory descriptions, match rates, blocklists, allowlists, or third-party data;

(g) Invalid Traffic, fraudulent activity, measurement errors, or reporting discrepancies that were not reasonably detectable through the systems and information available to PrismRiot;

(h) inventory becoming unavailable, being reclassified, or being removed by a publisher, platform, or supply partner; or

(i) PrismRiot’s reasonable allocation, optimization, pacing, substitution, rescheduling, or delivery of a campaign in accordance with these Terms.

17.3 Unauthorized Access and Security Events

To the maximum extent permitted by applicable law, the PrismRiot Parties will not be liable for any damage, loss, or injury resulting from:

(a) hacking, tampering, phishing, credential theft, or other unauthorized access to or use of your account;

(b) your failure to maintain the confidentiality or security of your login credentials;

(d) unauthorized changes to campaign settings, Advertising Materials, targeting, account information, or billing information made through your account; or

(e) security incidents involving systems, platforms, processors, publishers, or service providers not owned or controlled by PrismRiot,

except to the extent directly caused by PrismRiot’s gross negligence, willful misconduct, or violation of applicable law.

17.4 Third-Party Services and Infrastructure

The Service depends on third-party technology, payment processors, cloud providers, advertising platforms, ad servers, demand-side platforms, supply-side platforms, exchanges, measurement vendors, publishers, inventory providers, streaming services, and telecommunications infrastructure.

To the maximum extent permitted by applicable law, the PrismRiot Parties assume no liability or responsibility for:

(a) an act, omission, decision, error, delay, outage, interruption, or failure of a third-party provider;

(b) a payment authorization, decline, hold, reversal, dispute, chargeback, fraud determination, or settlement decision made by a payment processor or financial institution;

(d) any delay, outage, buffering event, technical failure, or incompatibility affecting campaign delivery;

(e) any virus, malware, malicious code, bug, defect, or harmful component transmitted by a third party;

(f) the removal, suspension, modification, or discontinuation of third-party inventory, technology, functionality, or services;

(g) inaccurate, incomplete, delayed, or unavailable information supplied by a third party; or

(h) the acts, omissions, content, policies, or conduct of a publisher, platform, service provider, advertiser, viewer, or other third party.

17.5 Content and Advertiser Materials

To the maximum extent permitted by applicable law, the PrismRiot Parties assume no liability or responsibility for:

(a) errors, omissions, inaccuracies, or unlawful statements in Advertising Materials;

(b) products, services, claims, prices, promotions, disclosures, websites, applications, destinations, telephone numbers, or QR codes supplied or approved by you;

(c) infringement, defamation, deception, discrimination, privacy violations, or other unlawful conduct contained in or arising from your Advertising Materials or advertised products and services;

(d) changes made by you or on your behalf after PrismRiot reviews or approves Advertising Materials;

(e) your failure to obtain required licenses, releases, permissions, substantiation, disclosures, or regulatory approvals; or

(f) any loss or damage arising from content, information, or materials submitted, uploaded, transmitted, or otherwise made available by you or another third party.

PrismRiot’s review or approval of Advertising Materials does not constitute legal approval, confirmation of compliance, endorsement, or acceptance of responsibility for those materials.

17.6 Aggregate Liability Cap

EXCEPT FOR THE MATTERS IDENTIFIED IN SECTION 15.7, THE TOTAL AGGREGATE LIABILITY OF THE PRISMRIOT PARTIES ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR ANY ADVERTISING ORDER WILL NOT EXCEED THE GREATER OF:

(a) THE AMOUNT ACTUALLY PAID BY YOU TO PRISMRIOT FOR THE SPECIFIC ADVERTISING ORDER GIVING RISE TO THE CLAIM; OR

(b) ONE HUNDRED U.S. DOLLARS.

Where a claim does not arise from a specific advertising order, the total aggregate liability of the PrismRiot Parties will not exceed the greater of:

(i) the amounts actually paid by you to PrismRiot during the six-month period immediately preceding the event giving rise to the claim; or

(ii) one hundred U.S. dollars.

The existence of multiple claims, incidents, theories of liability, campaigns, or affected parties will not increase the applicable liability cap.

17.7 Exceptions

The limitations in Section 15.6 do not limit:

(a) your obligation to pay amounts owed to PrismRiot;

(b) your obligations under Section 3, including the no-refund and chargeback provisions;

(d) liability arising from a party’s fraud, gross negligence, or willful misconduct;

(e) liability for death or personal injury to the extent caused by a party and not lawfully subject to limitation;

(f) your infringement, misappropriation, or violation of the intellectual property or proprietary rights of PrismRiot, Revry, Inc., or their licensors;

(g) your breach of confidentiality obligations;

(h) your violation of applicable law; or

(i) liability that cannot be excluded or limited under applicable law.

For clarity, the exceptions in this Section do not create liability where liability would not otherwise exist.

17.8 Application of Limitations

THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION APPLY:

(a) REGARDLESS OF WHETHER THE ALLEGED LIABILITY ARISES IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, MISREPRESENTATION, RESTITUTION, OR ANY OTHER LEGAL OR EQUITABLE THEORY;

(b) EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE;

(c) EVEN IF A PRISMRIOT PARTY HAS BEEN ADVISED OF OR COULD REASONABLY HAVE FORESEEN THE POSSIBILITY OF THE APPLICABLE LOSS OR DAMAGE; AND

(d) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

The disclaimers, exclusions, and limitations in these Terms will not apply to the extent prohibited by applicable law.

18. SUSPENSION AND TERMINATION

18.1 Suspension

PrismRiot may suspend an account or campaign where PrismRiot reasonably believes:

(a) you breached these Terms;

(b) your advertisement violates law or third-party rights;

(d) your payment is reversed or disputed;

(e) information you provided is false or misleading; or

(f) suspension is required by a publisher, platform, inventory partner, payment processor, court, or government authority.

Where practicable, PrismRiot may permit you to correct the issue.

Suspension caused by your conduct does not entitle you to a refund.

18.2 Account Termination

You may stop using the Service at any time, but closing your account does not cancel a completed order or create a right to a refund.

PrismRiot may terminate your account:

(a) for material breach;

(b) for repeated policy violations;

(d) where required by law; or

(e) if PrismRiot discontinues the self-service platform.

18.3 Survival

Provisions concerning payment, no refunds, intellectual property, confidentiality, indemnification, limitations of liability, dispute resolution, and other provisions that by their nature should survive will survive termination.

19. DISPUTE RESOLUTION

19.1 Informal Resolution

Before initiating arbitration or litigation, a party must provide written notice describing the dispute and requested relief.

The parties will attempt in good faith to resolve the dispute for thirty days after notice is received.

19.2 Binding Arbitration

Except for eligible small-claims matters and requests for temporary or preliminary injunctive relief concerning intellectual property, confidentiality, security, or unauthorized access, disputes arising out of or relating to these Terms, an order, or the Service will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

The arbitration will:

(a) be conducted by one arbitrator;

(b) take place in Los Angeles County, California, unless the parties agree otherwise;

(d) permit judgment on the award to be entered in any court with jurisdiction.

19.3 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN A CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE ACTION.

19.4 Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS, AN ORDER, OR THE SERVICE.

19.5 Governing Law and Courts

These Terms are governed by California law, without regard to conflict-of-laws principles.

For disputes not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California.

20. GENERAL PROVISIONS

20.1 Changes to These Terms

PrismRiot may update these Terms from time to time.

Material changes will apply prospectively. PrismRiot may provide notice by posting updated Terms, updating the effective date, sending an email, or displaying a notice through the Service.

Changes will not retroactively alter the price or purchased impression quantity of an already completed order.

20.2 Assignment

You may not assign these Terms or an order without PrismRiot’s written consent.

PrismRiot may assign these Terms in connection with an affiliate reorganization, financing, merger, acquisition, corporate restructuring, or sale of relevant assets.

20.3 Independent Contractors

The parties are independent contractors.

These Terms do not create a partnership, joint venture, franchise, fiduciary relationship, employment relationship, or agency relationship.

20.4 Force Majeure

PrismRiot is not liable for delays or failures caused by events outside its reasonable control, including:

(a) natural disasters;

(b) war, terrorism, or civil unrest;

(d) cyberattacks;

(e) labor disputes;

(f) government action;

(g) epidemics;

(h) failures of publishers, streaming platforms, ad exchanges, ad servers, cloud providers, or other third-party infrastructure; or

(i) other events beyond PrismRiot’s reasonable control.

PrismRiot may extend, reschedule, or provide a make-good for affected campaign delivery.

20.5 Severability

If a provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain effective.

20.6 Waiver

Failure to enforce a provision is not a waiver.

A waiver must be in writing and signed by the waiving party.

20.7 Entire Agreement

These Terms, the applicable order information, checkout disclosures, and the PrismRiot Privacy Policy constitute the entire agreement concerning your self-service advertising purchase.

Additional or conflicting terms in a purchase order, vendor-registration portal, email, or other advertiser document do not apply unless PrismRiot expressly agrees to them in writing.

20.8 Electronic Acceptance

Electronic acceptance, click-through acceptance, and electronic signatures have the same legal effect as handwritten signatures.

21. CONTACT INFORMATION

Questions about these Terms may be directed to:

Revry, Inc. d/b/a PrismRiot
Attention: Legal Department
522 E. Broadway, Second Floor
Glendale, California 91205

Email: Legal@revry.tv

Billing Support: Support@PrismRiotAds.com

Campaign Support: Support@PrismRiotAds.com