Please read these Air Enterprise terms and conditions (the "Terms and Conditions") carefully as they govern the use the Air Service and other Services identified in any Order Form that incorporates these Terms and Conditions by reference (collectively, the Terms and Conditions and any Order Form, the “Agreement”). The Agreement is between Air Labs, Inc. (“Air”) and the entity identified in the Order Form as Customer. Capitalized terms, if not defined in these Terms and Conditions, will have the meanings set forth in the Order Form. Recitals

The Air Service is the creative operations system for marketing and creative teams that enables the teams to organize, share, and collaborate on images and videos.

Customer desires to purchase access to the Air Service

In consideration of the mutual promises contained herein, the parties hereby agree to the following: 1. DEFINITIONS. Certain capitalized terms, if not otherwise defined in the Order Form, will have the meanings set forth below in Section 1. 1.1 "Air Service. means Air’s proprietary cloud storage solution as described in the Order Form that allows Seat Users to access certain features and functions through a web interface. 1.2 “Access Protocols” means passwords, access codes, technical specifications, connectivity standards or protocols, and/or other relevant information to allow Customer and Seat Users to access the Service. 1.3 “Customer Content” means all information, content and other materials, whether owned by Customer or a third party, that is uploaded into the Service. 1.4 “Documentation” means text and/or graphical documentation, whether in electronic or printed format, provided by Air to Customer that are identified as, or intended to be, user manuals or videos and describe the features, functions and operation of the Service. 1.5 “Downloadable Software” means the executable, object code version(s) of Air’s proprietary application software product(s), such as Air Flow, that are licensed by Customer pursuant to the Order Form. 1.6 “Fees” mean the amounts to be paid by Customer for the Services as is set forth in the Order Form. 1.7 “Order Form” means a document signed by an authorized representative of each party identifying the specific Service(s) to be made available, the Restrictions, the fees to be paid and other relevant business terms. 1.8 “Restrictions” means the number of Seat Users, Storage Capacity or other restrictions on Customer’s use of the Air Service as are set forth in the Order Form. 1.9 “Seat Users” means each of Customer’s employees, agents and independent contractors who are provided Access Protocols by Customer or Air, where the number of Users corresponds to seats on a one-to-one basis as set forth in the Order Form. 1.10 “Services” mean the Air Services and any other services provided by Air pursuant to this Agreement, including technical support services. 1.11 “Storage Capacity” means the limitations on storage within the Air Services as set forth in the Order Form.

2. PROVISION OF THE SERVICE.

2.1 Provision of Air Services. Subject to Customer’s payment of the fees set forth in the Order Form (“Fees”), Air will use commercially reasonable efforts to provide the Air Service. Following the Effective Date, Air will furnish to Customer and Seat Users the Access Protocols to enable them to access the Air Service. Customer and each Seat User will prevent unauthorized access to, or use of, the Air Service, and notify Air promptly of any known or reasonably suspected unauthorized use. Customer is responsible for the acts and omissions of its Users.

3. PROPRIETARY RIGHTS

3.1 Grant of Rights in Air Services. Subject to the terms of this Agreement including the Restrictions set forth in the Order Form, Air grants to Customer a non-exclusive, non-transferable (except as permitted under Section 10) right to allow Seat Users (a) to access and use the Air Service and (b) to use and reproduce a reasonable number of copies of the Documentation, in all cases, solely for Customer’s internal business purpose and in conformance with the Documentation. 3.2 Downloadable Software License. Subject to the terms and conditions of this Agreement, Air hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right and license: (a) to install the Downloadable Software and (b) to permit Seat Users to use the Downloadable Software solely in connection with, and subject to, the Air Service access grant set forth in Section 3.1. 3.3 Customer Content. (a) Customer Responsibility. Customer is solely responsible for any and all obligations with respect to the accuracy, quality, legality and appropriateness of Customer Content. Customer will obtain all licenses, consents and permissions needed for Air to store or use the Customer Content as contemplated herein. (b) License to Air. Customer grants Air a non-exclusive, worldwide, royalty-free and fully paid license: (a) to use the Customer Content for the purposes of providing and improving the Air Service and (b) to aggregate the Customer Content with other data and use such statistical data in the operation of its business, including the distribution of statistical data to third parties, so long as no portion of the statistical data can reasonably be reidentified with Customer or any individual. The aggregated data once created cannot be disaggregated and may be used on a perpetual basis. Customer Content is the exclusive property of Customer. (c) Customer Warranties. Customer represents and warrants that any Customer Content, including the use thereof as provided in this Agreement, will not: (i) infringe any copyright, trademark, or patent; (ii) misappropriate any trade secret; (iii) be deceptive, defamatory, obscene, pornographic or unlawful; (iv) contain any viruses, worms or other malicious computer programming codes; or (v) otherwise violate any rights of a third party, including rights or privacy or publicity. Customer agrees that any use of the Services contrary to or in violation of this Section 3.3 constitutes unauthorized use of the Service and a material breach of this Agreement. 3.4 Prohibitions. Except as expressly authorized herein, Customer will not, and will not authorize or permit any Seat User or other party to: (a) allow any third party to access the Air Service or Documentation; (b) modify, adapt, alter or translate the Air Service or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Air Service or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Air Service, except as permitted by law; (e) interfere in any manner with the operation of the Air Service or the hardware and network used to operate the Air Service; (f) modify, copy or make derivative works based on any part of the Air Service or Documentation; (g) access or use the Air Service to build a similar or competitive product or service or (h) attempt to access the Air Service through any unapproved interface. Customer acknowledges and agrees that the Air Services will not be used, and is not licensed for use, in connection with any of Customer's time-critical or mission-critical functions 3.5 Ownership. (a) The Services. As between Customer and Air, the Services, including the Air Service and Documentation, and all worldwide intellectual property rights therein, are the exclusive property of Air and its suppliers. All rights in and to the Services and Documentation not expressly granted to Customer in this Agreement are reserved by Air and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Services, Documentation, or any part thereof. (b) Customer Content. As between Customer and Air, the Customer Content and all worldwide intellectual property rights therein, are the property of Customer. All rights in and to the Customer Content not expressly granted to Air in this Agreement are reserved by Customer and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Air regarding the Customer Content. 3.6 Feedback. Air may utilize all comments and suggestions of Customer and Seat Users in connection with its access to and use of the Services (all comments and suggestions provided by Customer hereunder constitute, collectively, the “Feedback”). Customer hereby grants Air, on behalf of itself and its Users, a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback into Air products and services. 3.7 Continuous Development. Customer acknowledges that Air may continually develop, deliver and provide to Customer on-going innovation to the Services, including the Air Services, in the form of new features, functionality, and efficiencies. Accordingly, Air reserves the right to modify the Services from time to time. Some modifications will be provided to Customer at no additional charge. Without limiting the foregoing, in the event Air adds functionality to a particular Service, including any Air Service, Air may condition the implementation of such modifications on Customer’s payment of additional fees provided Customer may continue to use the version of the Service that Air makes generally available (without such features) without paying additional fees.

4. FEES AND EXPENSES; PAYMENTS

4.1 Fees. Customer will pay the Fees to Air. Except as otherwise provided in the Order Form, all Fees are billed at the time of signing of the Order Form and are due and payable immediately. Any amounts not paid when due will bear interest at the rate of one and one-half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid. Air reserves the right to increase the Fees payable hereunder upon written notice to Customer at least thirty (30) days prior to the end of the then-current term of any Order Form. Customer will maintain complete, accurate and up-to-date Customer billing and contact information at all times. 4.2 Taxes. The Fees are exclusive of applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of same, as well as any related penalties and interest, arising from the parties’ activities hereunder (other than taxes based on Air’s income).

5. CONFIDENTIALITY

5.1 Definition. “Confidential Information” means any nonpublic information of a party (“Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (“Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. The terms of this Agreement, as well as the Service, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of Air. 5.2 Protection. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Seat Users (with respect to Customer) or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information. In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance. Notwithstanding the foregoing, Air will not have any obligation to return the Customer Content. Instead, Customer’s right to a return of the Customer Content will be as set forth in the Section 9.5. 5.3 Exceptions. The confidentiality obligations set forth in Section 5.2 will not apply to any information that: (a) is or later becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.

6. WARRANTIES AND DISCLAIMERS

6.1 Limited Warranty Air represents and warrants that it will provide the Air Service in a professional and workmanlike manner substantially consistent with the Documentation. Provided that Customer notifies Air in writing of any breach of the foregoing within thirty (30) days following Customer’s notice thereof, specifying same in reasonable detail, Air will, as Customer’s sole and exclusive remedy, re-perform the Air Services in a manner that conforms with the warranty. 6.2 Trade Sanctions. Customer represents and warrants that Customer is: (a) not organized under the laws of, or resident in any country or territory, that is subject to territorial sanctions under export control and economic sanctions laws of the United States ("Sanctioned Country"), nor owned by any person or entity organized, located or ordinarily resident in a Sanctioned Country; (b) that it will not access or use the Service from any Sanctioned Country. 6.3 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, INCLUDING THE AIR SERVICE, AND DOCUMENTATION, ARE PROVIDED “AS IS,” AND AIR MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. AIR DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

7. LIMITATION OF LIABILITY

7.1 Scope. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL AIR BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES. 7.2 Cap. EACH PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO AIR DURING THE SIX (6) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL AIR’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE LIABILITY FOR LIABILITY ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS.

8. INDEMNIFICATION

8.1 By Air. Air will defend at its expense any suit brought against Customer, and will pay any settlement Air makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Air Service infringes such third party’s patents, copyrights or trade secret rights. Air will have no obligation under this Section 8.1 or otherwise with respect to any infringement claim based upon: (a) any use of the Air Service not in accordance with this Agreement or as specified in the Documentation; (b) any use of the Air Service in combination with other products, equipment, software or data not supplied by Air; (c) any modification of the Air Service by any person other than Air or its authorized agents or (d) the Customer Content (“Exclusion(s)”). This Section 8.1 states Air’s sole and exclusive liability in connection with any intellectual property infringement. 8.2 By Customer. Customer will defend at its expense any suit brought against Air, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to an Exclusion. 8.3 Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party promptly notifying the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party having sole control of the defense or settlement of any claim or suit with the understanding that the indemnifying party may not settle any claim in a manner that admits guilt or otherwise prejudices the indemnified party, without consent; and (c) the indemnified party cooperating with the indemnifying party to facilitate the settlement or defense of any claim or suit. 8.4 Remedy for Infringing Services. If any portion of the Air Service becomes, or in Air’s opinion is likely to become, the subject of a claim of infringement, Air may, at Air’s option: (a) procure for Customer the right to continue using the Air Service; (b) replace the Air Service with non-infringing software or services which do not materially impair the functionality of the Air Service; (c) modify the Air Service so that they become non-infringing or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the term then in effect. Upon such termination, Customer will immediately cease all use of the Service and Documentation.

9. TERM AND TERMINATION

9.1 Term.This Agreement will begin on the Effective Date set forth in the applicable Order Form and continue until the Order Form has terminated. 9.2 Termination. Either party may terminate any Order Form and this Agreement immediately upon notice to the other party if the other party materially breaches the Order Form or this Agreement, and such breach remains uncured more than 30 (thirty) days after receipt of written notice of such breach. 9.3 Suspension of Service(s). At any time during the Term, Air may, immediately upon notice to Customer, suspend access to any Service for the following reasons: (a) a threat to the technical security or technical integrity of the Services; (b) any amount due under this Agreement is not received by Air within fifteen (15) days after it was due, or (c) breach or violation by Customer of any statutes, laws, or regulations. 9.4 Effect. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate; (b) promptly after the effective date of termination or expiration, each party will comply with the obligations to return all Confidential Information of the other party, and (c) any amounts owed to Air under this Agreement will become immediately due and payable. All provisions of this Agreement that by their nature are intended to survive termination will survive, including Sections 1, 3.4, 3.5, 3.6, 4 through 8, 9.4, 9.5 (in accordance with its terms) and 10. 9.5 Data Extraction. For sixty (60) days following expiration or termination of this Agreement, Customer may retrieve the Customer Content through the Service on a limited basis, unless Air is instructed by Customer to sooner delete such data. After such period, Air will discontinue all Customer access to Customer Content and reserves the right to destroy all copies of Customer Content in its possession. Any costs associated with the migration of the Customer Content will be borne by Customer.

10. MISCELLANEOUS

10.2 Notices. All notices, consents, and approvals under this Agreement must be delivered via email to the other party at the address set forth on the cover page of this Agreement or in the last Order Form executed by the Parties, provided, however, that with respect to any notices relating to breaches of this Agreement or termination, a copy of such notice will also be sent in writing to the other party at the address listed on the latest Order Form by a nationally-recognized express mail service. Either party may change its address by giving notice of the new address to the other party. 10.3 Governing Law; Disputes. This Agreement will be governed by the laws of the State of New York, without reference to its conflicts of law principles. The United Nations Convention for the International Sale of Goods will not apply to this Agreement. Any dispute, controversy or claim arising out of or relating to this Agreement, will be made exclusively in the state or federal courts located in New York, New York and both parties submit to the jurisdiction and venue of such courts. 10.4 Independent Contractor. Air is an independent contractor to Customer and neither party is an agent or partner of the other. Neither party will have, nor will either party represent to any third party, that it has any authority to act on behalf of Air. 10.5 Remedies. Customer acknowledges that any actual or threatened breach of Section 3 will constitute immediate, irreparable harm to Air for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its reasonable attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive. 10.6 Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 10.7 Severability. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. 10.8 No Third Party Beneficiaries. The parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the parties, their successors and permitted assigns. Nothing herein, whether express or implied, will confer upon any person or entity (including any User or any Employee) other than the parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement. 10.9 Construction. The parties negotiated this Agreement with the opportunity to receive the aid of counsel and, accordingly, intend this Agreement to be construed fairly, according to its terms, in plain English, without constructive presumptions against the drafting party. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.” 10.10 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, war, act of terror, or any other event beyond the control of such party. The affected party will use reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible. 10.11 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended only by a written document signed by both parties.