VENUE PLACEMENT AGREEMENT
General Terms and Conditions
1. Contribution.
CLIENT will contribute wall space in each of its venue locations, a nearby electrical outlet, and an open and functioning
internet port. CLIENT will also provide ENLIGHTEN with traffic and demographic data relating to its venues, as well as a list of
all product brands available for purchase at venue location. ENLIGHTEN will provide a screen, proprietary media player system,
its network infrastructure, proprietary process and systems, digital signage software, technical staff, installation crew for the
locations when it applies, and screen time for venue content described in Section 5 of this agreement. ENLIGHTEN will disburse
to the CLIENT
2. Equipment.
The equipment used in this operation shall be considered the asset of ENLIGHTEN or its affiliates. If for some reason the parties
wish to discontinue this agreement the assets of ENLIGHTEN can be retrieved from venue locations, or other arrangements such
as a buyout can be made between CLIENT and ENLIGHTEN. The equipment is not to be moved by anyone other than an
authorized ENLIGHTEN representative without ENLIGHTEN approval. If a CLIENT store is closing for any reason CLIENT
will (1) notify ENLIGHTEN immediately of the plans of closing; (2) properly package the equipment; and (3) ship equipment to a
location address provided by ENLIGHTEN, at the expense of ENLIGHTEN, unless other arrangements are made and agree upon by
ENLIGHTEN.
3. Equipment Installation Time.
CLIENT agrees to allow ENLIGHTEN up to a 12 month period, commencing upon the signing of this agreement, to have digital
signage ad-network equipment installed and operating at the CLIENT's venue location. ENLIGHTEN agrees to make a good faith
effort to have the equipment installed and running in the shortest amount of time possible. In most cases, turnaround will be less
than 30 days. If any CLIENT chooses to do a "self-install", then CLIENT has ten (10) days after receiving equipment to have the
equipment installed in their location.
4. Costs.
The ad network will experience certain costs including but not limited to credit/check processing fees, accounting and legal fees,
advertising sales commissions, and maintenance/replacement costs. These costs are the responsibility of ENLIGHTEN and any
stakeholders that it may have, unless it is determined by ENLIGHTEN the costs are a result of the negligence of the CLIENT. If
equipment is lost and/or not available for return to ENLIGHTEN in its original condition upon request, client will be responsible for
the original replacement costs and any and all fees associated with collecting such costs. If for any reason the agreement
is terminated at the request of the CLIENT before the term has expired, the CLIENT will be responsible for the lost revenues to
ENLIGHTEN and all relocation expenses including; removal, shipping and new installation. If CLIENT location is not prepared for
installation per the site survey and the technical phone interview, there will be a rescheduling/service fee assessed to CLIENT.
ENLIGHTEN reserves the right to obtain payment for the costs/fees outlined above via any financial accounts they may have
onfile of the CLIENT.
5. Screen Media.
Client will be provided access to a Google Drive Presentation, integrated with the ENLIGHTEN screen software, to promote its
own business via (4) 15 second promotions. The remaining screen media will pertain to ENLIGHTEN and its business endeavors
to include self- promotion and advertising sales. Clients are prohibited from using their promotional space to promote
non-house branded products that could have otherwise been potential advertisers of ENLIGHTEN. Weekly audits are performed
of all client slides. Any slides found in violation of this will be replaced with a logo slide. Client will be notified of such violation.
Repeat violations may result in the discontinuation of service of the Google Slides. Discontinuation of this service does not
impact the rest of this agreement as it stays intact.
6. Advertising Sales.
Advertising sales may be performed by any approved party including ENLIGHTEN and CLIENT. Industry standard commissions
of up to 20% have been allocated for the party that sells a placement on the network. Additionally, advertising agencies can be
used to fulfill the available slots. To participate in our ad sales commissions a separate agreement is required.
7. Advertising Policies.
All advertising sold and/or displayed on the network must adhere to all national, state and local laws. Additionally, CLIENT
reserves the right to reject any advertising that is considered inappropriate or in Violation and/or competition with the hosting
venue locations primary business practices or is considered grossly inappropriate. All Digital Signage Advertisers relationships
are exclusively with ENLIGHTEN. In the event the agreement is terminated CLIENT agrees to not contact these digital signage
advertisers for the purpose of digital signage advertising for a period of 60 months beginning on the date of the termination of the
agreement.
8. Data Obtainment.
In order to properly report traffic and visitation data relating to it's venue, Client agrees to acceptance and assistance in future
upgrades, if applicable, to the Traffic Wise device. This solution obtains non-identifiable mobile device information and
measure data regarding the number of visits, visit duration, etc.
9. Product Placement.
ENLIGHTEN may develop relationships from time to time with various over-the-counter product vendors, including but not limited to
hemp-derived CBD products. Such product vendors may from time to time elect to advertise on CLIENT's screen. In order to best
serve CLIENT and attempt to maximize front of store sales revenues, CLIENT agrees it will put forth its best effort to work with
ENLIGHTEN and/or its affiliates to carry and place such product vendor's products on CLIENT's shelf when such product vendor is
willing to support its sales efforts by advertising on the network in CLIENT locations. ENLIGHTEN and/or its affiliates will put forth
its best effort to negotiate terms with such product companies to minimize or reduce CLIENT's financial risk of carrying any such
products.
10. Maintenance and Monitoring.
CLIENT agrees to ensure that the screen(s) are on during all business hours and functioning properly. ENLIGHTEN
agrees to provide remote maintenance & service in the event of their failure. ENLIGHTEN uses systems that typically require
no assistance from venue owners, however, from time to time ENLIGHTEN may need the assistance of local CLIENT
employees in unplugging device, or adjusting equipment setting, to attempt remote maintenance. This may require the
use of a mouse and keyboard not provided by ENLIGHTEN. If a CLIENT employee notices the system is not working properly
they are to notify ENLIGHTEN immediately upon discovery to allow the system to be maintenanced and placed back in
operation for the mutual benefit of all parties. If the client is uncooperative and/or not able to provide the necessary
internet connection required for the service, ENLIGHTEN is not able to verify the ad play an therefore not responsible
for providing the revenue share. If intermittent issues persist ENLIGHTEN at its sole discretion can request the
equipment be returned at the expense of the client as it violates term 1 of this agreement. The CLIENT hereby acknowledges
and agrees to the installation of technology that will track the number of impressions and visitors in the CLIENT'S
location. The CLIENT is responsible for any required postings in compliance with federal, state and local laws, to inform the
customer this information is being tracked. The CLIENT is also required to assist in any way necessary to ensure this tracking
system remains operational and up to date for the life of this contract.
11. Indemnity.
Each party agrees to hold one another harmless for any and all claims, actions, suits, proceedings, costs, expenses, damages
and liabilities, including reasonable attorney fees for activities in which one partying is acting solely on its behalf. Neither party
possess the power or ability to negotiate or obligate the other party without it express written permission or additional
agreements beyond the scope of the terms contained herein. Any action that may be brought against one party for breach of its
contracts and obligations in no way makes the other party liable to the extent that the law will allow.
12. Term and Termination.
Unless earlier terminated as provided below, the term of this Agreement shall commence upon the signing of this agreement and
shall continue for 36 months. At the end of the term, the Agreement shall automatically renew as so long as ENLIGHTEN has
fulfilled its obligations.
A. ENLIGHTEN reserves the right at its sole discretion to cancel this agreement and retrieve its equipment if advertiser support is
insufficient to provide ENLIGHTEN a satisfactory revenue stream to support the network investment.
B. Either party may cancel upon any of the following events: (1) failure of Parties to fulfill or perform any one of the
duties, obligations or responsibilities of this agreement, which failure is not cured with ten (10) day notice from other party; (2)
failure of a Party for any reason to function in the ordinary course of business; (3) conviction in a court of competent jurisdiction
of a Party, or a manager, partner, principal officer or major stockholder of either Party for any violation of law tending, in either
Party's opinion, to affect adversely the operation or business of the non-violating Party or the good name, goodwill, or reputation
of Party, products of either Party; or (4) submission by one Party to another of false or fraudulent reports or statements,
including, without limitation, claims for any refund, credit, rebate, incentive, allowance, discount, reimbursement or other
payment.
13. Obligations on Termination.
Upon termination of this Agreement:
A. Each Party must immediately discontinue the use of the other Party's name and/or trade imagery in all marketing and other
business development related activities.
B. ENLIGHTEN may exercise the options described in section 2 of this agreement titled Equipment.
C. Neither party shall be liable to the other because of just termination for compensation, reimbursement or damages on account
of the loss of prospective profits or anticipated sales, or on account of expenditures, investments, lease or commitments
in connection with the business or goodwill of the other Party or for any other reason whatsoever growing out of such
termination.
D. ENLIGHTEN is not responsible for the repair of the mounting holes and associated necessary installation construction.
14. Acknowledgments.
Each party acknowledges that no representation or statement, and no understanding or agreement has been made, or exists, and
that in entering into this Agreement each party has not relied on anything done or said or on any presumption in fact or in law, (1)
with respect to this Agreement, or to the duration, termination or renewal of this Agreement, or with respect to the relationship
between the parties, other than as expressly set forth in this Agreement; or (2) that in any way tends to change or modify the
terms, or any of them, of this Agreement or to prevent this Agreement becoming effective; or (3) that in any way affects or
relates to the subject matter hereof. Each party also acknowledges that the terms and conditions of this Agreement, and each
of them, are reasonable and fair and equitable
15. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. The Terms
and Conditions may undergo updates to stay compliant with ENLIGHTEN policies. This Agreement shall be binding upon and
shall inure to the benefit of the parties and their permitted successors and assigns.
16. No Implied Waivers.
Except as expressly provided in this Agreement, waiver by either party, or failure by either party to claim a default, of any
provision of this Agreement shall not be a waiver of any default or subsequent default.
17. Notices.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party
by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services;
ENLIGHTEN
2425 Nashville Rd., 83
Bowling Green, KY 42101
CLIENT
Address Provided by CLIENT on Enrollment Form
18. Assignability.
ENLIGHTEN reserves the right to assign all or any part of this contract and the right to cancel contracts for any reason.
19. Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Kentucky in the County
of Warren.
20. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement,
including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been
included.
21. Headings.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
22. Non-Circumvention, Non-Compete & Exclusivity.
CLIENT does hereby agree that CLIENT shall not compete with the business of ENLIGHTEN or its successors, and shall not
directly or indirectly, as an owner, officer, director, employee, consultant, or stockholder, engage in the business of digital
signage ad-network creation in the Medical industry or a business substantially similar or competitive to the business of
ENLIGHTEN or its affiliates. This non- compete !non-circumvention agreement shall be in full force and effect while in contract
and for 5 (five) years from the date of termination of this agreement. CLIENT hereby agrees to accept such exclusive digital
signage ad-network services at their venue location. CLIENT further agrees that, during the term of this Agreement, it shall not
utilize or enter into any agreements with other third parties to provide any digital signage ad-networks, or similar services,
without the prior approved written consent of ENLIGHTEN, unless CLIENT is already in an active agreement of the like. If it is
found that this Non- Circumvention, Non-Compete and Exclusivity agreement has been violated ENLIGHTEN may be entitled to
all potential lost revenues, damages, and other compensation to the fullest extent of the law.
23. Confidentiality.
CLIENT acknowledges that during the course of this agreement there may be disclosed certain ENLIGHTEN trade secrets
consisting but not limited to: technical information including methods, processes, formulae, compositions, systems, techniques,
inventions, machines, computer programs and research projects, and business information including customer/investor
lists,
pricing data, sources of supply, financial data and marketing, production, or merchandising systems or plans. CLIENT shall
not during, or at any time after the termination of this agreement with ENLIGHTEN, disclose or divulge to others including future
employers, any trade secrets, confidential information, or any other proprietary data of ENLIGHTEN in violation of this agreement.
That upon the termination of this agreement CLIENT shall return to ENLIGHTEN all documents and property of ENLIGHTEN,
including but not necessarily limited to: drawings, blueprints, reports, manuals, correspondence, customer lists, computer
programs, and all other materials and all copies thereof relating in any way to ENLIGHTEN's business, or in any way during the
course of this contract. CLIENT further agrees that it shall not retain copies, notes or abstracts of the foregoing. ENLIGHTEN shall
be entitled to full injunctive relief, and any other legal remedies available for any breach. This agreement shall be binding upon
CLIENT and personal representatives and successors in interest, and shall inure to the benefit of ENLIGHTEN, its successors and
assigns.
