Terms of Service

Introduction and Acceptance

1.1 Parties. These Terms of Service ("Terms"), together with the policies incorporated by reference, form a binding agreement between you ("you," "your," or "Customer") and the Blindspot contracting entity identified in Section 1.2 (together with its affiliates, "Blindspot," "TPS," "we," "us," or "our"). "Blindspot" refers collectively to TPS Engage Inc. (a British Virgin Islands company and the group parent), TPS Engage LLC (a Delaware limited liability company), and SC FREEDOM MASK SRL (a Romanian limited liability company), and their respective affiliates.

1.2 Contracting Entity. Unless a different entity is named on the applicable Order or invoice, your contracting entity (the seller of record and the party entitled to payment) is: (a) SC FREEDOM MASK SRL (Romania) if you are located in the European Economic Area; and (b) TPS Engage LLC (Delaware, USA) for all other Customers worldwide. The contracting entity is the merchant of record that processes your payment.

1.3 Acceptance by Affirmative Assent. You accept these Terms by clicking "I agree" (or a substantially similar control) at account registration and, where presented, at checkout. We record each acceptance, including the version accepted and the associated date, time, and IP address. You must affirmatively accept these Terms before you can fund a wallet, submit an Order, or run a Campaign. Continued use of the Platform after a change to these Terms, once notice has been given under Section 21, also constitutes acceptance of the updated Terms for activity occurring after the effective date. If you do not agree, do not access or use the Platform.

1.4 Incorporated Policies. The following are incorporated into and form part of these Terms: the Advertising Policy, the Acceptable Use & Enforcement Policy, the Refund & Credits Policy, the Support & Disputes Policy, the Privacy Policy, the Cookie Policy, and (for agencies) the Agency Addendum. Where we process personal data on your behalf, the Data Processing Addendum (DPA) also applies. Our public Privacy Policy describes the categories of personal data we process, the purposes, retention periods or criteria, the rights available to individuals, and how to contact us. If you receive additional services under separate terms, those terms also apply to that service.

1.5 Authority; Business and Consumer Use. If you accept on behalf of an entity, you represent that you are authorized to bind it, and "you"/"Customer" means that entity. The Platform is designed primarily for business and professional advertising use, but is also available to individuals. Where you use the Platform as a consumer (an individual acting outside a trade, business, craft, or profession), the mandatory consumer-protection laws of your country of residence apply, and nothing in these Terms excludes or limits any right those laws give you that cannot lawfully be excluded or limited (see Sections 16.4, 19.8, and 20.3). Provisions framed as commercial or business-to-business apply only to non-consumer Customers.

1.6 Eligibility. You must be at least 18 (or the age of majority where you are, if higher) and able to form a binding contract.

1.7 Order of Precedence. A signed insertion order, statement of work, or master services agreement that references these Terms ("Order") is incorporated into and governed by these Terms. On conflict, documents control in this order: (1) a signed Order; (2) these Terms; (3) the incorporated policies. No purchase-order, click-through, or other Customer-issued terms modify these Terms, and any such conflicting terms are of no effect, unless we expressly agree in a signed writing. This Section 1.7 does not apply to consumers.

Definitions

"Affiliate", an entity that controls, is controlled by, or is under common control with a party.

"Audience Data", demographic, location, movement, viewership, or other audience-measurement data made available through the Platform, whether from Blindspot, a Supplier, or a third-party data provider.

"Budget", the spending limit and pacing settings you configure for a Campaign.

"Campaign", a set of Content scheduled for display on Screens according to your Targets and Budget.

"Content", any creative material you submit for display (text, images, video, audio, graphics, data, metadata) and any Destination it directs viewers to.

"Credits", prepaid value held in your wallet, denominated as set out in Section 8 and the Refund & Credits Policy, applied to Plays and fees.

"Deal ID", an identifier provisioning a Private Marketplace or Programmatic Guaranteed arrangement.

"Destination", any external location a viewer is directed to (physical location, website, phone number, QR code, etc.).

"Impression", an estimate of the number of individual viewers expected to be reached by a Play, as modeled or reported by a Supplier or measurement source. An Impression is a modeled estimate, not a measured count of actual human views.

"Order", defined in Section 1.7.

"Platform", Blindspot's websites, applications, software, APIs, dashboards, planning tools (including the AI media-planning assistant "Blinky"), and related services.

"Play", a single airing of your Content on a Screen for the display duration set by the relevant Supplier (commonly 6–60 seconds, and as shown in the Platform when you select the Screen). A Play is the unit of delivery; one Play may carry an associated estimate of Impressions.

"Proof of Play", the records evidencing that a Play occurred, including airing logs, play counts, timestamps, Deal IDs, and Campaign reports generated by Blindspot, Suppliers, or measurement partners, and, where separately purchased, photographic or video verification.

"Screen(s)", the digital signs, billboards, and other out-of-home displays available through the Platform.

"Supplier", a media owner, exchange, supply-side platform ("SSP"), network operator, or other third party that owns, operates, or supplies Screens or inventory.

"Targets", the location, timing, audience, frequency, format, and other delivery conditions you set.

The buying-method terms "Open Exchange," "Private Marketplace / PMP," and "Programmatic Guaranteed / PG" are defined in Section 4.

The Platform and Our Role

3.1 What the Platform Is. The Platform is a programmatic digital out-of-home ("pDOOH") advertising platform enabling you to plan, book, run, and report on Campaigns on Screens using automated tools, including AI-assisted planning.

3.2 Intermediary; We Do Not Own the Screens. Blindspot does not own or operate Screens; all Screens are owned or operated by Suppliers. We facilitate access to, and distribution of Content on, inventory Suppliers make available. We do not control and are not responsible for the operation, availability, maintenance, condition, location, or content policies of any Screen. We give no assurance that any Supplier will complete a sale, that any Screen exists or is of any quality or is functioning (a Screen may receive Content even if its display is off, damaged, or non-functional), or that a Supplier has the right to sell the relevant inventory.

3.3 AI and Automated Tools (including "Blinky"). Recommendations, plans, forecasts, audience or price estimates, and other outputs of automated or AI-assisted tools are provided for convenience only, are estimates and not guarantees, may contain errors, and must not be relied upon as professional, financial, or legal advice. You are solely responsible for reviewing and approving all Campaign settings before they run. You will make your own assessment of any such output. Content-approval, pricing, and enforcement decisions involve meaningful human review and are not made solely by automated means that produce legal or similarly significant effects; see Privacy Policy Section 15.

3.4 Audience and Measurement Data. Audience Data is provided "as available" and may be statistical, historical, or modeled rather than measured in real time. There is no single industry standard for audience counting, and different Suppliers measure differently. Where feasible we indicate the source and nature of Audience Data. Blindspot does not originate Impression counts, relies on Suppliers for them, cannot verify them, and does not warrant their accuracy or completeness. Treat all Audience Data as an estimate subject to a margin of error.

3.5 Alternative Channels. We may display your Content, or records of where and when it ran, in verification, gallery, or reporting interfaces to demonstrate delivery.

3.6 Modifications; Maintenance. We may modify, add, or discontinue Platform features at any time, using commercially reasonable efforts to avoid material degradation of paid, in-flight Campaigns. We reserve a routine maintenance window and may perform maintenance at other times as needed; this may cause downtime, and except as required by law we are not responsible for transactions not processed due to technical conditions.

3.7 How Inventory Is Ranked and Presented. Where the Platform ranks, sorts, or recommends Screens, inventory, or planning options, the main parameters are typically your Targets and Budget, availability and Supplier-reported pricing and audience estimates, format and technical fit, and relevance to your Campaign goals. Paid placement does not determine these results. We may describe ranking parameters in more detail in the Platform or our help materials.

Buying Methods: Open Exchange, Private Marketplace, and Programmatic Guaranteed

The Platform offers three distinct ways to buy inventory. The buying method you select determines what is and is not guaranteed, how pricing works, and your sole remedy if delivery falls short. These distinctions are a material part of these Terms, and you acknowledge them.

4.1 Open Exchange (Open Auction / RTB).

• *What it is:* inventory offered to many buyers through a real-time auction. You set bid parameters, Targets, and Budget; the Platform attempts to win Plays when your bid is competitive and matching inventory is available.
• *Pricing:* dynamic and auction-determined; the price per Play varies with market conditions and is not fixed.
• *Delivery:* non-guaranteed, best-efforts. No guarantee of any volume of Plays or Impressions, any specific Screen, placement, share of voice, or full Budget spend.
• *Sole remedy:* you are charged only for Plays actually delivered; unspent Budget is not delivered and not charged. Under-delivery relative to your expectations is not a basis for refund, credit, or dispute beyond the unspent amount.

4.2 Private Marketplace (PMP) / Private Auction / Preferred Deal.

• *What it is:* a curated, invitation- or negotiation-based arrangement giving access to specific Supplier inventory (often premium or restricted), transacted via a Deal ID.
• *Pricing:* as specified for the deal, typically a negotiated floor, a fixed "preferred deal" price, or a private-auction clearing price.
• *Delivery:* non-guaranteed unless the Order or Deal terms expressly state volume is guaranteed. A PMP provides preferential *access* and pricing, not committed volume; availability remains subject to auction dynamics and Supplier inventory.
• *Sole remedy:* same as Open Exchange, pay only for delivered Plays, unless the Order expressly designates the deal as guaranteed, in which case Section 4.3 applies.

4.3 Programmatic Guaranteed (PG).

• *What it is:* a direct, reserved buy in which a Supplier commits to deliver, and you commit to purchase, a specified volume of Plays/Impressions at a fixed price, automated via a Deal ID and documented in an Order. It functions like a traditional insertion-order buy executed programmatically.
• *Pricing:* fixed, as set in the Order (e.g., fixed CPM, CPP, or flat fee for committed volume).
• *Delivery:* guaranteed to the volume and on the terms in the Order, subject to outages, force majeure, Content rejection or moderation, late or insufficient payment, your late or non-compliant creative, and Targets that materially restrict deliverability.
• *Sole and exclusive remedy for verified under-delivery:* at our reasonable election, (a) a make-good (additional Plays/Impressions or an extension of the flight), or (b) a credit or pro-rata refund for the undelivered, paid portion. Make-goods must be requested in writing within 15 days after the flight ends. Make-good inventory will be of reasonably comparable value to the under-delivered inventory; where comparable make-good inventory is unavailable, the remedy is a pro-rata credit or refund. While the make-good/credit process is available and being followed, PG remedies are not a basis for a payment dispute or chargeback.

4.4 Substitution. If a Screen or unit becomes unavailable during a flight, we may, with your consent (which may be standing consent in the Order) or where the Order so permits, deliver to a reasonably comparable Screen.

4.5 Cancellation and Changes. Open Exchange and non-guaranteed PMP Campaigns may be paused or adjusted prospectively (subject to Section 7.6 on pause latency), but delivered Plays are non-refundable. PG and other reserved buys are firm commitments and may be cancelled or reduced only as the Order permits; cancellation outside those windows may incur cancellation fees up to the committed amount, as stated in the Order.

4.6 You Choose the Method. You are responsible for selecting the appropriate buying method and for understanding its guarantee, pricing, and remedy characteristics before booking. Selecting a non-guaranteed method and later expecting guaranteed outcomes is not a basis for refund or dispute.

Accounts, Registration, and Verification

5.1 Account. You must register an account to use the Platform. It is for you and your authorized personnel only. You may not share credentials with, sell, or transfer your account to, any third party without our consent.

5.2 Accurate Information; Verification (KYC). You must provide complete, accurate, current registration, contact, and billing information (including business identifiers and, where requested, identity and beneficial-ownership documentation) and keep it updated. We may verify this information, including with registered authorities and our processor, and may refuse, suspend, or terminate accounts where verification fails or information is inaccurate, and may require additional verification before clearing Campaigns.

5.3 Security. You will safeguard your credentials and use reasonable measures to protect your account. You are responsible for activity under your account that results from your failure to maintain reasonable credential security or from acts of your authorized users. You are not responsible for unauthorized access caused solely by Blindspot's or our processor's security failure, provided you notify us promptly after you discover or should reasonably have discovered it. Notify us immediately at the address in Section 22 of any suspected compromise.

5.4 Authorized Representatives and Agencies. If you act for a third party (e.g., as an agency for an advertiser), you represent you are authorized to bind that party, you and that party are jointly and severally responsible for compliance and payment unless we agree otherwise in writing, and the Agency Addendum applies to you.

5.5 Dormant Accounts; Data Retention. An account with no activity for 12 months may be deemed inactive and archived. On suspension, termination, or expiry, you may request export of your account data within a reasonable period; we have no obligation to retain account data and may permanently delete it after six (6) months from such event, except records we must retain for legal, tax, audit, or dispute purposes (including Proof of Play and transaction history, which we may retain as long as needed for those purposes).

Content, Moderation, and Acceptable Use

6.1 Ownership; License to Us. You retain all rights in your Content. You grant Blindspot and its Suppliers a non-exclusive, worldwide, royalty-free license to host, store, reproduce, reformat, transcode, adapt (only as needed to make Content work with the Platform and Screens), distribute, and display your Content to operate the Platform and run your Campaigns, and to retain records (including Proof of Play) for verification, billing, dispute, audit, and legal-compliance purposes. This license survives to the extent needed for those retained purposes.

6.2 Content Warranties. You represent and warrant that, for all Content: (a) you own or have all rights, licenses, and consents needed (including for music, talent, trademarks, and third-party materials); (b) it does not infringe or misappropriate any third-party right; (c) it is not false, misleading, deceptive, defamatory, obscene, or otherwise unlawful; and (d) it complies with all applicable laws, advertising standards, and our policies in every market where it runs.

6.3 Acceptable Use; Prohibited Conduct. You will not, and will not permit others to: reverse engineer, decompile, copy, modify, scrape, frame, or create derivative works of the Platform except as law requires; remove proprietary notices; resell or mirror the Platform; circumvent or manipulate our fee, billing, or auction mechanics, including submitting false or sham bids; probe or breach Platform security or interfere with its operation (including via malware, flooding, or spam); harvest other users' data without consent; misuse credentials; or use the Platform to send unauthorized advertising. You may not use the Platform other than as a bona fide tool to plan, buy, and run out-of-home advertising.

6.4 Advertising Policy; Prohibited and Restricted Content. All Content must comply with the Advertising Policy, which governs design standards and prohibited and restricted categories (including, without limitation, illegal, deceptive, unsafe, adult, hateful, and IP-infringing content, and regulated categories such as alcohol, gambling, tobacco/vaping, pharmaceuticals, financial products, cryptocurrency, and political advertising). Some Screens, locations, and markets impose additional restrictions regardless of general legality.

6.5 Review, Approval, and Removal. Content is subject to review and approval by Blindspot and by Suppliers, each of which may reject, decline to approve, remove, or suspend Content at its discretion (Supplier decisions on their own inventory are final). Where Blindspot (not a Supplier) makes the decision, we will provide a reason code and a short explanation where permitted and allow one appeal, as set out in the Advertising Policy, and we keep records of our decisions to support consistency. Approval does not transfer responsibility for Content to us, and rejection or removal for cause is not a breach by us. We are not obligated to review Content, and review does not establish compliance.

6.6 Destinations. You are solely responsible for any Destination and for any products or services offered there. We do not endorse any Destination.

6.7 Creative Services. We do not provide creative, photography, or videography services by default. Where offered, such services are provided for a fee, may be performed by third-party contractors, and responsibility for creative remains with you unless expressly agreed in a signed writing.

Delivery, Proof of Play, and Performance

7.1 Proof of Play Is the Agreed Evidence of Delivery. You acknowledge and agree that Proof of Play records, airing logs, play counts, timestamps, Deal IDs, and Campaign reports from Blindspot, Suppliers, or measurement partners, are the primary and presumptive record that a Play occurred and your Content was displayed, and are relied upon for billing, absent manifest error, fraud, or confirmed system failure. If you believe a report contains a manifest error, you may submit a written challenge within 30 days of the relevant report; on a timely challenge, Blindspot will provide commercially reasonable supporting records sufficient to assess the alleged error, and if Blindspot, a Supplier, or a measurement partner confirms a material reporting error, the affected charges will be corrected (by refund or Credit) in the next billing cycle. Absent a timely, substantiated challenge, and absent manifest error, fraud, or confirmed system failure, Proof of Play is treated as presumptive proof of delivery for billing and dispute purposes. You further acknowledge that, because Blindspot relies on Supplier and measurement notifications, Blindspot cannot independently confirm the physical condition of a Screen or that a viewer saw the Play. Photographic or video proof, where offered, is an optional, separately priced feature, is not provided for all Screens, and its absence does not indicate non-delivery; automated airing data is the standard form of verification.

7.2 Billing Unit; Measurement Discrepancies. Unless an Order states otherwise, you are billed per Play (with Impression estimates shown for information only). Where billing references Impressions (e.g., a CPM-based PG Order), the Supplier's or platform's measurement is the billing source of record, and measurement discrepancies between your own counts and the platform's of 10% or less are disregarded; only verified discrepancies above that threshold will be reconciled.

7.3 Deemed Delivery on Customer-Caused Non-Delivery. If a Play, Campaign, or PG commitment is not delivered, in whole or in part, because of your act or omission, including late, missing, defective, or non-compliant Content, Targets that materially restrict deliverability, insufficient or late payment, or your failure to meet a Supplier's requirements; you remain liable for the affected amounts (including the full committed amount of a reserved/PG buy), and the affected Plays are deemed delivered.

7.4 No Performance or ROI Guarantee. Blindspot does not guarantee and is not responsible for any business outcome, performance metric, footfall, conversion, sales lift, brand impact, return on investment, or audience reaction. These depend on your creative, Targets, and Budget and on external factors, and we cannot and do not influence them.

7.5 Outages and Interruptions. Screens are subject to outages and technical, environmental, hardware, and software conditions that may delay, reduce, or prevent display, or delay your ability to edit, pause, or remove scheduled Content. During an outage, scheduled Content may continue to display until the outage resolves. You will not be charged for Plays not delivered due to an outage (subject to Section 7.3).

7.6 Pause and Change Latency. When you pause or change a Campaign, the change is applied as soon as practicable, but some Plays may already be committed to a Supplier and may continue for up to 24 hours after your action due to scheduling and communication delays. You remain liable for Plays committed before the pause/change takes effect, confirmed by Proof of Play.

7.7 Partial Display. Where a Screen condition causes Content to display only partially, we may, in our reasonable discretion, reduce or waive the fees for the affected Plays.

7.8 Sole Remedy for Shortfalls. For non-guaranteed buys, your sole remedy for undelivered Plays is non-charge or return of the undelivered amount (Sections 4.1–4.2). For PG buys, your sole remedy is the make-good/credit process (Section 4.3). These remedies are exclusive and replace any claim for damages arising from delivery shortfalls.

Fees, Payment, Credits, and Taxes

8.1 Prepayment. Unless we agree to invoiced/credit terms in writing, the Platform is prepaid: Campaigns are cleared to run only after funds are received and confirmed. Funding a wallet or paying for a Campaign authorizes us to apply those funds to delivered Plays and applicable fees.

8.2 How Pricing Works. For auction-based buys, the price per Play is derived from the Supplier's floor price plus our margin and applicable transaction taxes and processor fees, adjusted by auction demand; the exact price per Play varies by time, Screen, and competition. We do not control Supplier floor prices. It is your responsibility to understand the applicable fees before you set Budgets, place bids, or transact.

8.3 Credits.

• *Prepaid value.* Credits are purchased in advance and applied to Plays and fees; you cannot transact without sufficient Credits.
• *Ownership.* Credits are deemed the property of the owner of the payment method used to purchase them. Credits are not transferable between separate balances except with our written agreement, and are generally non-refundable except as set out in the Refund & Credits Policy.
• *Currency.* Credits are recorded in USD at the locked-in value on the purchase date; any display in another currency is indicative only and fluctuates with exchange rates.
• *Deduction.* Credits are deducted only for Plays committed to be displayed (subject to Sections 7.3 and 7.6).
• *Expiry.* Credits expire per the Refund & Credits Policy (default: 12 months from the date added), unless a longer period is required by law.

8.4 Payment Methods; Processor. Card payments are processed by Stripe. ACH and wire payments are handled through Rho and Mercury (United States) and Banca Transilvania (European Union). For wire transfers, payment is complete only on receipt of cleared funds. Card data is handled and stored by our payment processor under PCI-DSS; we do not store full card numbers. Your card statement descriptor depends on your contracting entity: "Freedom Mask SRL" for customers contracting with the Romanian entity (EEA), and "TPS Engage LLC dba Blindspot" for customers contracting with the U.S. entity (rest of world); card networks may display an abbreviated form (such as "BLINDSPOT"). We disclaim liability for the processor's and banks' own services to the extent permitted by law.

8.5 Automatic Top-Up (Optional). If you enable auto top-up, you authorize us to instruct our processor to charge your stored payment method to purchase a Credit amount you set whenever your balance falls below a threshold you set. Auto top-up authorization lasts 12 months (renewable), occurs at irregular intervals based on spend, and you will be notified before and after each top-up. You may cancel auto top-up at any time in your settings, effective immediately, with no fee. If you believe a top-up is in error, notify us immediately and we will investigate and, if an error occurred, arrange reversal or adjustment through the processor.

8.6 Currency, Taxes, and Withholding. Fees are stated and payable in USD unless otherwise shown at checkout or on the Order. You are responsible for all taxes, duties, levies, and government charges associated with your Campaigns, excluding taxes on our net income, and you indemnify us for any such taxes assessed against us. Tax treatment depends on your contracting entity and location: (a) where SC FREEDOM MASK SRL (Romania, VAT no. RO31017118, registered for the EU One-Stop-Shop) is the contracting entity, EU value-added tax (VAT) is applied as required, for EU business customers outside Romania who provide a valid VAT identification number the reverse-charge mechanism may apply, and for consumers VAT is charged at the applicable rate via the OSS; (b) where TPS Engage LLC (Delaware, registered in New York) is the contracting entity, the supply of out-of-home advertising services is not currently subject to U.S. sales-tax collection (advertising services are not taxable in New York), and we will collect any sales, use, or similar tax that becomes due in any jurisdiction where collection is required. Prices shown to consumers are inclusive of applicable VAT where required by law. If withholding applies, you will gross up so we receive the full amount due.

8.7 Late Payments; No Set-Off. Invoiced amounts unpaid when due accrue interest at the lower of 1.5% per month or the maximum lawful rate, and you will reimburse our reasonable collection costs, including attorneys' fees. All amounts are payable without set-off, counterclaim, deduction, or withholding except as law requires.

8.8 Authorization to Charge. You authorize the contracting entity (and its processor) to charge your designated payment method for all amounts you incur, including delivered Plays, fees, prepaid funding, auto top-ups, applicable taxes, deemed-delivered amounts (Section 7.3), and amounts due under Sections 4.5 and 9. You represent you are authorized to use the payment method provided.

Payment Authorization, Disputes, and Chargebacks

9.1 Nature of the Transaction. Each purchase is for advertising services that are performed and consumed upon delivery (when your Content is served to Screens), and that cannot be "returned" once delivery has occurred. If you are a non-consumer Customer, you acknowledge each purchase is a commercial, business-to-business transaction. If you are a consumer, your statutory rights (including any right of withdrawal and the remedies in the Refund & Credits Policy) apply and are not affected by this Section.

9.2 Delivery Earned Upon Service. Fees for Plays that have been delivered (as evidenced by Proof of Play under Section 7.1) or deemed delivered (Section 7.3) are fully earned and non-refundable, except under the Refund & Credits Policy or the PG make-good process (Section 4.3).

9.3 Contact Us First, Mandatory Pre-Dispute Process. If you believe you were charged in error or have any concern about a charge, you agree to contact us first at billing@seeblindspot.com and allow us 10 business days to investigate and resolve it, before initiating any chargeback, payment dispute, or reversal with your bank or card issuer. This is a contractual obligation. The Support & Disputes Policy sets out the process and the information to provide.

9.4 Chargebacks for Delivered Services Are a Breach. Initiating a chargeback or reversal for services that were delivered or deemed delivered, and that conform to the buying method you selected, without first following Section 9.3, is a material breach of these Terms.

9.5 Consequences of an Invalid Chargeback. For any chargeback later found invalid, or filed in breach of Section 9.3, you agree that: (a) the disputed amount, plus chargeback, processing, and administrative fees we incur and our reasonable costs of response (including attorneys' fees), become immediately due and payable as a debt, which we may set off against your wallet balance or other amounts owed to you, invoice to you, and pursue through collection, we will not re-charge the same card for an amount that has been charged back; (b) we may suspend or terminate your account and Campaigns; (c) we may require prepayment by wire for future activity; and (d) we may pursue any other remedy at law, including equitable relief. Nothing in this Section limits any non-waivable statutory right to dispute a charge (see Section 9.7).

9.6 Representment; Your Consent to Our Evidence. You expressly authorize Blindspot and its processor to respond to any dispute by submitting all relevant records as compelling evidence, including these Terms and your recorded acceptance (with date, time, and IP), your account and KYC data, device and IP logs, Campaign configurations and approvals, Proof of Play and Campaign reports, communications, and the buying-method terms you accepted. You agree these records evidence both your authorization of the transaction and our delivery of the services.

9.7 Statutory Rights Preserved. Nothing in this Section waives any non-waivable statutory right you may have (for example, under the U.S. Fair Credit Billing Act or Electronic Fund Transfer Act for consumer cards, or comparable law). This Section establishes a contractual duty to resolve disputes with us first, the parties' agreement on what evidences delivery, and your responsibility for the costs of disputes found invalid; it does not purport to prevent you from exercising a non-waivable right.

Refunds and Credits

Refunds, credits, and cancellations are governed by the Refund & Credits Policy. In summary, and subject to that Policy: delivered or deemed-delivered Plays are non-refundable; for undelivered Plays our default remedy is non-charge or Credits (with a goodwill bonus of up to 10% of the missed amount), and we will refund in cash on request; unused prepaid funds may be refunded on written request, less actual processing fees and amounts owed; and Credits expire 12 months after they are added, except where expiry is prohibited by law. Consumers keep all mandatory statutory refund, cancellation, and withdrawal rights, which prevail over this summary. No other refunds or cancellations are effective except as that Policy provides.

Intellectual Property and Data

11.1 Platform License to You. We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform for your internal business purposes per these Terms. All rights not expressly granted are reserved.

11.2 Our IP. The Platform, including all software, designs, models, "Blinky," trademarks, and content (excluding your Content), is owned by Blindspot or its licensors. No trademark or other license is granted except as expressly stated.

11.3 Feedback. Suggestions, feedback, and feature requests you provide are assigned to us and we may use them without restriction or compensation.

11.4 Usage and Aggregated Data. We may collect and analyze data about your use of the Platform and Campaign performance, and may create and use de-identified and aggregated data (that does not identify you or any individual) for any lawful business purpose, including operating and improving the Platform; such derivative materials are owned by us. We will not publicly disclose your individual, identifiable Campaign data except as needed to deliver, verify, or bill the services, with your consent, or as required by law.

11.5 Publicity (Opt-In for Identification). We will identify you by name or logo, or feature you in a case study or customer list, only with your prior consent, which you may give or withdraw via the contact in Section 22.

11.6 Copyright Complaints. We respond to valid notices of claimed copyright infringement under applicable law (including the U.S. DMCA where applicable). You may send notices of claimed infringement and counter-notices to legal@seeblindspot.com and to TPS Engage LLC, c/o Radu Bogdan Savonea, 55 Water Street, Soho Works, Brooklyn, NY 11201, USA. Where required to claim safe-harbor protection, we will register a designated agent with the U.S. Copyright Office and publish those details. We maintain and reasonably implement a repeat-infringer policy and will process valid notices and counter-notices in accordance with applicable law, and may remove allegedly infringing Content and terminate repeat infringers.

Data Protection and Privacy

12.1 Compliance. Each party will comply with applicable data-protection laws, including the EU/UK GDPR and applicable U.S. state privacy laws. Our processing is described in the Privacy Policy and Cookie Policy.

12.2 Roles; DPA. Where we process personal data on your behalf to provide the Platform, the parties will enter into our Data Processing Addendum ("DPA"), incorporated by reference where applicable; where each party sets its own purposes, each is an independent controller. SC FREEDOM MASK SRL (Romania) is our establishment in the European Union for GDPR purposes. Our data protection contact is dpo@seeblindspot.com.

12.3 Audience and Location Data. You acknowledge that pDOOH planning and attribution may use audience, mobility, and location-derived data (including mobile-derived signals) sourced from third-party providers. You are responsible for ensuring you have a lawful basis and all required notices and consents for any data you provide or instruct us to use (including for Targets, Audience Data, and attribution), and for your handling of any data you collect via Destinations. We make no warranty regarding third-party location or audience datasets, which are estimates.

12.4 Security Program. We maintain a written information-security program with administrative, technical, and physical safeguards appropriate to the services and data we process, including access controls, encryption of data in transit (and at rest where appropriate), logging and monitoring, vulnerability management, incident response, and vendor oversight. On written request not more than once per year, and under confidentiality, we will provide a current security summary and any available third-party audit or assessment report. We will notify you of a security incident affecting your data as and where required by applicable law and the DPA.

Compliance, Sanctions, and Anti-corruption

13.1 Sanctions and Export. You represent and warrant that you, your beneficial owners, your funds, and your advertisers are not subject to sanctions administered by OFAC, the EU, the UN, the UK, or other applicable authorities, are not located in a comprehensively sanctioned jurisdiction, and are not on any restricted-party list, and that you will not use the Platform in violation of sanctions, anti-money-laundering, or export-control laws. We may screen, refuse, freeze, delay, or terminate transactions to comply.

13.2 Anti-Bribery / Anti-Corruption. Each party will comply with applicable anti-bribery and anti-corruption laws, including the U.S. FCPA and UK Bribery Act.

13.3 General Legal Compliance. You are responsible for your own compliance with all laws applicable to your advertising, including local out-of-home, advertising-content, consumer-protection, and disclosure rules in each market where your Content runs. You warrant you hold all permits and approvals necessary for the Campaigns you run.

Confidentiality

Each party may receive the other's non-public information ("Confidential Information"), including pricing, Deal terms, and Platform features. The receiving party will use it only to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel and advisors with a need to know who are bound by confidentiality, or as required by law (with notice where permitted). This does not apply to information that is public, independently developed, or rightfully received without restriction. This Section survives termination.

Term, Suspension, and Termination

15.1 Term. These Terms apply from your first acceptance and continue until terminated.

15.2 Termination for Convenience. Either party may terminate on written notice (you: by the method in the Support & Disputes Policy; with 7 business days' notice if you have no active or pending transactions), subject to completion or wind-down of in-flight, paid Campaigns and firm PG/reserved commitments.

15.3 Suspension/Termination for Cause. We may suspend or terminate access immediately for your breach (including Sections 6, 9, or 13), for legal, security, or Supplier reasons, or to prevent harm, and may refuse service to anyone. We may withhold or apply prepaid funds against amounts you owe. Except where legally prohibited or where necessary to prevent imminent harm, we will give notice of the principal grounds for suspension or termination, any available steps to cure, and how to appeal the decision (see the Support & Disputes Policy). Where we must act immediately, we will provide that information as soon as reasonably practicable afterwards.

15.4 Effect; Survival. On termination, your license ends and you must stop using the Platform. Accrued payment obligations and firm commitments survive. The following survive termination: Sections 2, 6.2, 6.6, 7, 8 (as to accrued amounts), 9, 10, 11, 12, 13, 14, 16–21, and 22, and any provision that by its nature should survive.

Warranties and Disclaimers

16.1 No Fiduciary Duty. We owe you no fiduciary duty. You are solely responsible for your use of the Platform and its consequences.

16.2 "AS IS." EXCEPT AS EXPRESSLY STATED, THE PLATFORM AND ALL SERVICES, TOOLS, DATA, AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY LAW, BLINDSPOT AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, AND LICENSORS DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE PLATFORM WILL BE SECURE, UNINTERRUPTED, ERROR-FREE, OR CORRECTED, OR THAT ANY DATA OR OUTPUT WILL BE ACCURATE OR MEET YOUR REQUIREMENTS. YOU USE THE PLATFORM AT YOUR OWN RISK.

16.3 No Reliance. You acknowledge you have not relied on any representation not expressly set out in these Terms.

16.4 Non-Excludable Rights; Consumers. Some jurisdictions and consumer-protection laws (including the EU Consumer Rights Directive and Unfair Contract Terms Directive, the UK Consumer Rights Act, and applicable U.S. state law) provide rights and warranties that cannot be excluded. Nothing in these Terms excludes, restricts, or modifies any such non-excludable right, and the preceding disclaimers are read subject to them. If you are a consumer, the "AS IS" disclaimer in 16.2 applies only to the extent permitted by the consumer law of your country of residence, and you keep the statutory guarantees that law provides.

Indemnification

You will defend, indemnify, and hold harmless Blindspot, its Affiliates, and their respective officers, directors, employees, and agents (the "Blindspot Parties") from and against any third-party claims, and resulting losses, damages, liabilities, costs, and reasonable attorneys' fees, arising out of or relating to: (a) your Content; (b) your use of the Platform; (c) your breach of these Terms or violation of law or third-party rights; (d) your Destinations, products, or services; (e) your taxes; (f) any dispute with another user or with a Supplier; or (g) any use of your account. We may assume sole control of the defense of any indemnified claim at our expense, in which case you will cooperate; you will not settle any claim affecting the Blindspot Parties without our prior written consent.

Limitation of Liability

18.1 Exclusion of Indirect Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, THE BLINDSPOT PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, OR BUSINESS INTERRUPTION, OR FOR THE REMOVAL OF OR ANY DELAY OR FAILURE TO DISPLAY ANY CONTENT, HOWEVER ARISING AND EVEN IF ADVISED OF THE POSSIBILITY.

18.2 Liability Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, THE BLINDSPOT PARTIES' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO THE CONTRACTING ENTITY FOR THE PLATFORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) USD $500.

18.3 Exclusions from the Cap and the Damages Exclusion. The cap in 18.2 and the exclusion in 18.1 do not apply to: (a) your payment obligations (including amounts for delivered or deemed-delivered Plays and amounts under Section 9.5); (b) your indemnification obligations under Section 17; (c) either party's breach of confidentiality or infringement of the other's intellectual property; or (d) liability that cannot be limited by law (including fraud, willful misconduct, and death or personal injury caused by negligence).

18.4 Consumers. If you are a consumer, the exclusions and cap in this Section apply only to the extent permitted by the consumer law of your country of residence and do not affect your statutory rights or our liability for losses caused by our breach or negligence that cannot be limited by law.

18.5 Allocation of Risk. These limitations reflect an agreed allocation of risk and are an essential basis of the bargain. Where a jurisdiction does not allow a limitation, liability is limited to the maximum extent permitted.

Dispute Resolution; Arbitration; Class Waiver

19.1 Informal Resolution First. Before any formal proceeding, the parties will try in good faith to resolve the dispute for 30 days after written notice describing it is sent to the contact in Section 22.

19.2 Binding Arbitration. If unresolved, any dispute arising out of or relating to these Terms or the Platform will be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, seated in New York, New York, in English, before one arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

19.3 Delegation. The arbitrator has exclusive authority to resolve disputes about the interpretation, scope, enforceability, or formation of this arbitration agreement, except as stated in Section 19.5.

19.4 Class Waiver. Disputes will be conducted only on an individual basis, not as a class, collective, consolidated, or representative action, and the arbitrator may not consolidate claims or preside over any class or representative proceeding.

19.5 Class-Waiver Primacy ("Blowup"). Section 19.4 is non-severable from the agreement to arbitrate. If the class waiver in 19.4 is found unenforceable as to a particular claim, that claim must proceed in court (Section 20.1), not in arbitration, while all other claims remain in arbitration.

19.6 Mass-Arbitration Coordination. If 25 or more similar individual arbitration demands are filed by or with coordinated counsel, the parties will administer them in staged batches with bellwether proceedings to promote efficient resolution, as the AAA's mass-arbitration or supplementary procedures provide.

19.7 Carve-Outs. Either party may (a) bring an individual claim in small-claims court, and (b) seek injunctive or equitable relief in court to protect intellectual property or Confidential Information or to address a Section 9 (chargeback) breach, without waiving arbitration for other matters.

19.8 Consumers Excluded. Nothing in this Section requires a consumer to arbitrate or waive class rights, or deprives a consumer of access to the courts or dispute-resolution bodies of their country of residence. Consumer disputes are handled under Section 20.3 and the Support & Disputes Policy.

Governing Law and Venue

20.1 TPS Engage LLC (Delaware), Global / Non-EU. For Customers contracting with TPS Engage LLC, these Terms are governed by the laws of the State of New York, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods. Subject to Section 19 (arbitration), the state and federal courts in New York City, New York have exclusive jurisdiction.

20.2 SC FREEDOM MASK SRL (Romania), EEA. For Customers contracting with SC FREEDOM MASK SRL, these Terms are governed by the laws of Romania, and the competent courts of Bucharest, Romania have jurisdiction. Section 19 (arbitration) does not apply to these Customers. This is without prejudice to any mandatory consumer-protection rights and forum a consumer has under the law of their country of residence.

20.3 Consumers. If you are a consumer, you benefit from the mandatory provisions of the law of your country of residence, and you may bring proceedings in the courts of that country. We will bring any proceedings against a consumer only in the consumer's country of residence. EU and UK consumers may also use any court, authority, or alternative dispute resolution (ADR) body available to them under applicable law.

Changes to These Terms

We may update these Terms and the incorporated policies. For any material change that adversely affects your rights or obligations, we will give at least 15 days' prior notice by email and in-Platform notice, together with a summary of the changes or a redline, before the change takes effect. Changes required for legal, regulatory, fraud, abuse, or security reasons may take effect sooner to the extent reasonably necessary, in which case we will notify you promptly. We will not apply changes retroactively to Campaigns already booked unless required by law; in-flight Campaigns are governed by the version in effect when booked. We keep prior versions available. Your continued use after changes take effect, or your placement of new Orders, constitutes acceptance. If you do not agree, stop using the Platform and you may terminate under Section 15.

General

22.1 Entire Agreement; No Reliance. These Terms, the incorporated policies, and any signed Order are the entire agreement on this subject and supersede prior agreements and understandings, and no representations have been made other than as expressly set out here.

22.2 Assignment. You may not assign these Terms without our prior written consent; any attempt to do so is void. We may assign to an Affiliate or in connection with a merger, financing, or sale of assets. These Terms bind permitted successors and assigns.

22.3 Third-Party Beneficiaries. The Blindspot Parties and Affiliates are intended third-party beneficiaries of the provisions that benefit them (including Sections 11, 16, 17, and 18) and may enforce them. There are no other third-party beneficiaries.

22.4 Force Majeure. Neither the Platform's availability nor our performance is guaranteed against events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor actions, utility, telecommunications, network, processor, or Supplier failures, governmental action, pandemics or epidemics, and data loss or corruption.

22.5 Notices. We may give notice by email to your account address or by in-Platform notice, effective when sent. Legal notices to us must be sent by email to legal@seeblindspot.com and by courier to: TPS Engage LLC, c/o Radu Bogdan Savonea, 55 Water Street, Soho Works, Brooklyn, NY 11201, USA (US/global) or to SC FREEDOM MASK SRL, Aleea Privighetorilor 85, Suite 68, Sector 1, Bucharest, Romania (EU).

22.6 Time to Bring Claims. To the extent permitted by law, any claim arising out of or relating to these Terms or the Platform must be brought within one (1) year after it arises, or it is permanently barred. This limitation does not apply to consumers, to statutory rights, or to any claim (including privacy, intellectual-property, or security claims) that cannot lawfully be shortened.

22.7 Electronic Communications, Signatures, and Admissibility. You consent to transact electronically. Electronic records and acceptances (including clickwrap acceptance with associated date, time, and IP) satisfy any requirement for a writing or signature, and you agree to the admissibility of our computer records and electronic evidence in any dispute.

22.8 Severability; Waiver; Headings; Relationship. If any provision is unenforceable, it is limited or severed to the minimum extent and the rest remains in effect. A failure to enforce a right is not a waiver. Headings are for convenience only. The parties are independent contractors; nothing creates an agency, partnership, or joint venture.

22.9 Contact. General: hello@seeblindspot.com · Billing/Disputes: billing@seeblindspot.com · Legal: legal@seeblindspot.com · Data Protection: dpo@seeblindspot.com Offices: New York | Dubai | Seoul | Bucharest

*© Blindspot (TPS Engage). All rights reserved.*

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