JoynerVu — Advertiser Agreement

1. Acceptance of Terms

This Advertiser Agreement ("Agreement") constitutes a legally binding agreement between you ("Advertiser," "you," or "your") and Joyner Transportation & Logistic Services LLC, a Georgia limited liability company ("Joyner," "we," "us," or "our"), governing your participation in the JoynerVu mobile advertising platform ("JoynerVu" or "Platform"). By submitting an advertising insertion order, uploading creative content, or otherwise using the JoynerVu platform, you agree to be bound by this Agreement, the Joyner Master Terms & Conditions, the JoynerVu Advertising Policy, the Content Restrictions Policy, and the Display Disclaimer, all of which are incorporated herein by reference.

2. Platform Description

JoynerVu is a mobile out-of-home (OOH) advertising platform that displays digital advertising content on screens mounted in Joyner-affiliated and partner vehicles operating in designated markets. Advertisements are displayed to passengers, pedestrians, and bystanders who view the vehicle-mounted screens during normal vehicle operations. JoynerVu offers Advertisers the ability to reach audiences in specific geographic areas, during specific time windows, and within specific vehicle categories.

3. Insertion Orders

All advertising campaigns on JoynerVu must be booked through a signed insertion order ("IO") that specifies: the campaign name and description; the creative content to be displayed; the campaign start and end dates; the geographic market(s); the daily and total impression targets; the CPM or flat-rate pricing; and the total campaign budget. An IO becomes binding upon execution by both Advertiser and Joyner. Joyner reserves the right to reject any IO that does not comply with JoynerVu's advertising standards or that Joyner determines in its sole discretion is not suitable for the platform.

4. Creative Content & Approval

Advertiser is responsible for providing all advertising creative content ("Creative") in the format, dimensions, file type, and technical specifications required by Joyner. Creative must be submitted at least five (5) business days before the campaign start date to allow for review and approval. Joyner will review all Creative for compliance with the Advertising Policy and Content Restrictions Policy before approving it for display.

Joyner reserves the right to reject, remove, or require modification of any Creative that violates these policies, applicable law, or Joyner's community standards — at any time, including after a campaign has launched. Rejection of Creative does not entitle Advertiser to a refund of amounts already paid, except where the rejection prevents the campaign from delivering its contracted impressions, in which case a pro-rated credit may be issued at Joyner's discretion.

5. Advertiser Representations & Warranties

Advertiser represents and warrants that:

• Advertiser has full right, power, and authority to enter into this Agreement and to grant the licenses described herein
• All Creative submitted by Advertiser is original or that Advertiser has obtained all necessary licenses, rights, consents, and permissions from third parties (including talent releases, music licenses, image licenses, and trademark clearances) for the use of Creative on the JoynerVu platform
• Creative does not infringe any copyright, trademark, patent, trade secret, right of publicity, privacy right, or other intellectual property or proprietary right of any third party
• Creative complies with all applicable federal, state, and local laws and regulations, including advertising disclosure requirements (FTC guidelines), truth-in-advertising standards, and applicable industry codes
• All claims made in Creative are truthful, substantiated, and not misleading
• Creative does not contain content prohibited by the JoynerVu Content Restrictions Policy
• Advertiser will promptly notify Joyner if any representation or warranty becomes inaccurate after the campaign launch

6. License Grant

Advertiser grants Joyner a non-exclusive, worldwide, royalty-free license to display, reproduce, transmit, and distribute the Creative on the JoynerVu platform during the campaign period specified in the IO, for the sole purpose of delivering the advertising campaign. This license does not permit Joyner to use Creative for any purpose beyond campaign delivery without Advertiser's prior written consent. Advertiser retains all intellectual property rights in the Creative.

7. Campaign Performance & Impressions

Joyner will use commercially reasonable efforts to deliver the impression volume specified in the IO within the campaign period. Impression delivery depends on vehicle activity, geographic market conditions, screen uptime, and other operational factors. Joyner does not guarantee specific impression counts, viewer demographics, or campaign outcomes. If a campaign delivers fewer than 90% of contracted impressions due to causes within Joyner's reasonable control, Joyner will, at its option, extend the campaign period to deliver the shortfall or issue a pro-rated credit for undelivered impressions. Joyner is not liable for impression shortfalls caused by factors outside its control, including vehicle downtime due to accidents, weather, or regulatory restrictions.

8. Measurement & Reporting

Joyner provides campaign performance reporting through the JoynerVu advertiser portal, including estimated impression counts, geographic distribution, and campaign delivery status. Reporting data is based on Joyner's internal measurement systems and is provided for informational purposes. Third-party verification of impression counts is available at Advertiser's request and expense, subject to compatibility with JoynerVu's platform architecture.

9. Payment Terms

Payment terms are as specified in the IO. Standard terms require 50% of the total campaign budget paid upon IO execution, with the remaining 50% due within 30 days of campaign completion. Campaigns may not launch until the initial payment is received. Late payments accrue interest at 1.5% per month. Joyner reserves the right to pause or cancel a campaign for non-payment following written notice. All billing is subject to the Joyner Billing & Payment Policy.

10. Cancellation

Advertiser may cancel a campaign by providing written notice to Joyner. Cancellation fees apply as follows:

• Cancellation more than 14 days before campaign start: full refund of amounts paid, less a 10% administrative fee
• Cancellation 7–14 days before campaign start: 50% of total campaign budget is non-refundable
• Cancellation less than 7 days before campaign start or after campaign launch: 100% of total campaign budget is non-refundable

11. Indemnification

Advertiser agrees to indemnify, defend, and hold harmless Joyner and its affiliates, officers, employees, drivers, and agents from and against all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from: (a) the Creative, including any claim that the Creative infringes a third-party right or violates applicable law; (b) Advertiser's breach of this Agreement or any representation or warranty herein; (c) any claim by a third party arising from the display of Advertiser's Creative on the JoynerVu platform; or (d) Advertiser's violation of applicable law.

12. Limitation of Liability

JOYNER'S TOTAL LIABILITY TO ADVERTISER FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY ADVERTISER UNDER THE APPLICABLE IO. IN NO EVENT SHALL JOYNER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST BUSINESS OPPORTUNITY, ARISING FROM CAMPAIGN PERFORMANCE OR NON-PERFORMANCE.

13. Term & Termination

This Agreement is effective upon execution of the first IO and continues until all active IOs have concluded, unless earlier terminated. Joyner may terminate this Agreement and any active campaign immediately if Advertiser materially breaches this Agreement, submits Creative that violates applicable law or Joyner's policies, or engages in conduct that Joyner determines in its sole discretion is harmful to the JoynerVu platform, its drivers, or the public.

14. Dispute Resolution & Governing Law

All disputes arising out of or relating to this Agreement are subject to the Joyner Arbitration & Dispute Resolution Policy. This Agreement is governed by the laws of the State of Georgia, without regard to conflict-of-laws principles.

15. Contact

JoynerVu advertising inquiries: vu@myjoyner.com | Joyner Transportation & Logistic Services LLC | Atlanta, Georgia.