4. ORDERS, CAMPAIGNS, AND INVENTORY

4.1 Required Order Terms

Each campaign Order should identify, as applicable:

1. Advertiser and Agency;

2. campaign name;

3. Services and Deliverables;

4. participating platforms and media channels;

5. Gross Campaign Budget;

6. Working Media or Media Budget;

7. Cphere Fees and other fees;

8. campaign start and end dates;

9. approved geographic targeting;

10. approved audiences and exclusions;

11. creative requirements;

12. performance objectives or key performance indicators;

13. reporting requirements;

14. measurement and attribution sources;

15. billing and funding schedule;

16. cancellation terms;

17. designated approvers;

18. guaranteed Deliverables, if any; and

19. any special compliance, data, brand-safety, inventory, or placement requirements.

4.2 Acceptance

An Order becomes binding upon the earliest of:

1. signature or electronic acceptance by both parties;

2. written confirmation by Cphere that it has accepted the Order;

3. Client’s payment of an invoice issued under the Order;

4. Client’s authorization for Cphere to begin Services; or

5. launch or delivery of campaign activity with Client’s knowledge and authorization.

4.3 Inventory Availability

All inventory, placements, audiences, platform capabilities, pricing, dates, and estimated delivery are subject to availability and Third-Party Platform approval.

Cphere may reject or propose modifications to an Order if inventory, access, funding, creative, targeting, platform approval, data, or other necessary dependencies are unavailable.

4.4 Changes to Orders

Material changes to an accepted Order must be approved in writing by authorized representatives of both parties.

Operational adjustments made within an approved strategy, budget, audience, geography, platform, and authorization range may be implemented without a formal amendment when permitted by the Order.

4.5 Clerical Errors

Obvious clerical, mathematical, formatting, or transcription errors may be corrected to reflect the parties’ documented commercial agreement. Cphere will notify Client of any material correction.

5. CLIENT AUTHORITY, APPROVALS, AND DEPENDENCIES

5.1 Authority

Client represents and warrants that:

1. it has authority to enter into the Agreement;

2. it has authority to authorize the Services;

3. it has authority to provide access to each connected Platform Account;

4. each Approved User has authority appropriate to that user’s actions;

5. Agency has authority to act for and bind Advertiser; and

6. Client’s instructions do not violate obligations owed to another person.

5.2 Designated Approvers

Client will identify the persons authorized to approve campaign strategy, budgets, creative, targeting, platform connections, launch, optimization, reallocation, and other material campaign actions.

Cphere may rely on instructions and approvals submitted by a designated approver or Approved User until Client provides written notice revoking that authority.

5.3 Required Client Approvals

Unless an Order expressly states otherwise, Client approval is required before Cphere:

1. launches a campaign;

2. materially increases the Gross Campaign Budget or Media Budget;

3. adds a new advertising platform;

4. materially changes the approved geography;

5. materially changes the approved audience strategy;

6. uses materially revised creative;

7. extends the campaign beyond the approved flight;

8. enables autonomous or automated campaign actions; or

9. makes another change expressly designated as approval-required in the Order.

5.4 Approval Records

Client agrees that approvals recorded through the Cphere Platform, authenticated email, electronic signature, project-management system, or other documented channel are valid written approvals.

Cphere may retain approval records, timestamps, user identifiers, version records, and associated evidence for operational, compliance, billing, and dispute-resolution purposes.

5.5 Client Dependencies

Client will timely provide:

1. accurate campaign information;

2. Advertising Materials;

3. platform access;

4. necessary permissions;

5. domain, website, analytics, commerce, or tag-manager access;

6. required pixels, feeds, conversion events, and technical support;

7. legal disclosures and substantiation;

8. approvals;

9. cleared funding; and

10. other dependencies reasonably required to perform the Services.

5.6 Effect of Delay

Cphere is not responsible for missed launch dates, reduced delivery, impaired performance, added costs, or other impacts caused by Client’s delay in providing funding, approvals, creative, access, information, technical implementation, legal clearance, or another dependency.

Campaign end dates will not automatically extend due to Client delay unless Cphere agrees in writing.

5.7 Emergency Actions

Cphere may pause or restrict campaign activity without prior approval when Cphere reasonably believes action is necessary to:

1. prevent unauthorized spend;

2. address a security incident;

3. comply with law or platform policy;

4. protect a Platform Account;

5. stop materially incorrect or harmful delivery;

6. prevent use of unapproved creative or targeting;

7. respond to suspected fraud; or

8. mitigate material harm to Cphere, Client, an individual, or a third party.

Cphere will notify Client as soon as commercially reasonable.

6. PLATFORM ACCOUNTS, ACCESS, PIXELS, AND CREDENTIALS

6.1 Authorization

Client authorizes Cphere to access and use connected Platform Accounts solely as reasonably necessary to provide the Services and carry out approved instructions.

This authorization includes permission to view account information, retrieve reporting, create or edit campaigns, install or configure approved integrations, and perform other actions within the scope of the applicable Order.

6.2 Account Ownership

Unless expressly stated otherwise, Client retains ownership of its existing Platform Accounts.

Cphere retains ownership of Cphere-controlled master accounts, proprietary integrations, internal administrative accounts, platform relationships, and technology infrastructure.

6.3 Account Structure

The applicable Order will determine whether campaigns operate through:

1. a Client-owned account;

2. an Agency-owned account;

3. a Cphere-managed account;

4. a Third-Party Platform seat or subaccount; or

5. another approved account structure.

Access, data portability, billing visibility, and transfer rights may differ depending on the account structure and Third-Party Platform rules.

6.4 Least-Privilege Access

The parties will use commercially reasonable efforts to grant only the permissions reasonably required for the Services.

Client will not provide passwords when secure role-based access, OAuth, delegated access, business-manager access, or another supported connection method is reasonably available.

6.5 Security of Credentials

Each party is responsible for protecting credentials under its control.

Client will promptly notify Cphere of suspected unauthorized access, compromised credentials, employee termination affecting account permissions, or any other security issue relating to a connected account.

6.6 Tracking Technologies

Client authorizes Cphere to implement or assist with implementation of approved pixels, tags, SDKs, APIs, server-side connections, conversion events, URL parameters, and related measurement tools.

Client is responsible for:

1. the legality of its websites, applications, forms, and consent mechanisms;

2. providing legally required notices;

3. obtaining legally required consent;

4. honoring opt-outs and privacy signals;

5. ensuring that tracking instructions are appropriate for the property and audience; and

6. preventing collection of prohibited or sensitive information through URLs, form fields, event names, or tracking parameters.

6.7 Revocation and Removal

Client may revoke Cphere’s access following termination, subject to completion of final reporting, reconciliation, record retention, and any continuing obligations.

Cphere may remove its integrations, tags, permissions, or access upon termination or when reasonably necessary for security or compliance.

7. MEDIA BUDGETS, FEES, FUNDING, AND PAYMENT

7.1 Budget Transparency

Each Order will identify, as applicable:

1. Gross Campaign Budget;

2. Working Media or Media Budget;

3. Cphere Fees;

4. Agency or partner fees;

5. technology, data, creative, or production costs;

6. taxes and regulatory assessments;

7. Third-Party Platform costs; and

8. other material charges.

7.2 Pre-Funding Requirement

Unless Cphere expressly approves credit terms in writing, Client must pay all required Media Budget, Fees, and anticipated third-party costs in cleared funds before Cphere is obligated to reserve inventory, launch a campaign, incur third-party obligations, or continue campaign delivery.

Issuance of an invoice does not obligate Cphere to extend credit.

7.3 Invoices

Cphere may invoice:

1. in advance;

2. upon Order acceptance;

3. by campaign milestone;

4. monthly;

5. upon completion;

6. as third-party costs are incurred; or

7. according to another schedule stated in the Order.

7.4 Payment Due Date

Payment is due on the date stated in the applicable invoice or Order. If no due date is stated, payment is due within fifteen calendar days after the invoice date.

Media funding designated as required before launch is due in cleared funds before launch regardless of any general invoice term.

7.5 Payment Methods and Fees

Client is responsible for bank charges, wire fees, card-processing costs, foreign-exchange costs, chargeback costs, and similar payment expenses unless the Order states otherwise.

Cphere may require payment by wire transfer, ACH, certified funds, or another approved method.

7.6 Media Spending

Cphere will use commercially reasonable controls to manage spending according to the approved budget.

Client acknowledges that Third-Party Platforms may experience reporting delays, billing latency, currency fluctuations, minimum-spend requirements, auction volatility, or delayed campaign stops. Cphere does not guarantee that platform delivery will cease at the exact instant an approved budget is reached.

Cphere will not knowingly authorize spending materially above the maximum approved campaign amount without Client approval, except for taxes, previously approved third-party commitments, or unavoidable platform charges incurred before a stop instruction could reasonably take effect.

7.7 Reallocations

Cphere may reallocate Working Media among approved campaigns, audiences, placements, creatives, or tactics when the reallocation:

1. remains within the total approved Working Media;

2. remains within the approved platforms and strategy;

3. is reasonably intended to improve delivery or performance; and

4. does not violate an approval threshold stated in the Order.

Material cross-platform reallocations require approval unless the Order expressly grants Cphere optimization authority.

7.8 Unused Media Funds

Following campaign completion or termination, Cphere will reconcile amounts funded against:

1. actual media spend;

2. committed or noncancelable media;

3. platform and vendor charges;

4. approved Fees;

5. taxes;

6. currency or payment costs; and

7. other amounts due under the Order.

Subject to receipt of final third-party billing data, undisputed unused Media Budget will be credited or refunded within sixty days after final reconciliation.

7.9 Nonrefundable Amounts

Unless the Order states otherwise, the following are nonrefundable once earned, incurred, committed, or performed:

1. Fees for completed or partially completed Services;

2. strategy, planning, setup, implementation, and technology Fees;

3. creative and production costs;

4. noncancelable inventory;

5. vendor commitments;

6. data costs;

7. platform charges;

8. rush fees; and

9. other custom or third-party costs.

7.10 Billing Disputes

Client must provide written notice of a good-faith billing dispute within ten business days after receiving the applicable invoice or reconciliation statement.

The notice must identify the disputed amount and provide reasonable detail. Client must timely pay all undisputed amounts.

Failure to dispute an invoice within that period constitutes acceptance except in the case of manifest error or fraud.

7.11 Late Payments

Past-due amounts accrue interest at the lesser of:

1. one and one-half percent per month; or

2. the maximum lawful rate.

Client is responsible for reasonable collection costs, including attorneys’ fees and collection-agency fees.

7.12 Suspension for Nonpayment

Cphere may suspend Services, withhold launch, pause campaigns, restrict platform access, or decline further commitments if:

1. required funds have not cleared;

2. an invoice is past due;

3. a payment is reversed;

4. Client’s credit becomes impaired;

5. available funding is insufficient; or

6. Cphere reasonably believes Client may be unable to satisfy payment obligations.

Cphere is not liable for campaign impacts resulting from a payment-related suspension.

7.13 Agency and Advertiser Liability

Advertiser is responsible for all amounts incurred for its benefit.

When an Agency enters into an Order for an Advertiser, Agency and Advertiser are jointly and severally liable for all amounts due unless Cphere expressly agrees in the applicable Order to sequential liability or another structure.

Agency represents that it has disclosed this payment structure to Advertiser.

7.14 No Setoff

Client may not withhold, offset, or recoup amounts owed to Cphere based on a separate claim unless required by law or agreed in writing.

7.15 Taxes

Fees and Media Budget do not include taxes unless expressly stated.

Client is responsible for sales, use, excise, value-added, digital-advertising, gross-receipts, and similar taxes arising from the Services, excluding taxes based on Cphere’s net income.

7.16 Rebates, Credits, and Incentives

Client-specific refunds, makegoods, or billing credits received from a Third-Party Platform and directly attributable to Client’s campaign will be applied as reasonably appropriate to Client’s account.

Unless an Order states otherwise, Cphere may retain generalized volume incentives, platform partnership benefits, training credits, promotional benefits, or rebates that are not specifically attributable to Client’s funded campaign.