Pragma Developer Terms of Service

Last Updated: August 17, 2026

These Terms are also referred to on the Platform as the Studio Terms of Service. References in any Order, Insertion Order, or other agreement to the FirstLook Developer Terms of Service, the Studio Terms of Service, or the Pragma Terms of Service mean these Terms.

These Pragma Developer Terms of Service (this “Agreement”) are between Pragma Platform, Inc., a Delaware corporation (“Pragma”), and the Customer and are effective as of the date of Customer’s first Order (the “Effective Date”). If the Customer has executed or subsequently executes a negotiated master services agreement with Pragma governing the provision of Pragma products or services (a “Master Agreement”) then that Master Agreement (and not this Agreement) will apply to Customer’s Order. By executing an Order that references this Agreement, clicking to accept this Agreement, or accessing or using the Service, Customer agrees to be bound by this Agreement.

This Agreement is organized in four parts, so that Customer accepts a single agreement and then orders the specific services it needs:

• Part I (General Terms) applies to Customer’s access to and use of all Pragma products and services.

• Part II (Campaign Services Terms) applies only if and to the extent an Order includes the Campaign Services (paid creator marketing campaigns through the Platform).

• Part III (Paid Media Services Terms) applies only if and to the extent an Order includes the Paid Media Services (paid media planning, buying, and management on third-party advertising channels).

• Part IV (Third-Party Platform Program Terms) applies only if and to the extent an Order includes a Managed Platform Program (a creator-incentive or similar promotional program operated by a third-party platform, such as TikTok’s Gaming Incentive Program, in which Pragma participates for Customer’s benefit).

Customer orders the applicable services by placing one or more Orders (including Insertion Orders) through the Pragma.gg or FirstLook.gg websites or by executing a separate written Order with Pragma. If a Part of this Agreement does not correspond to a service Customer has ordered, that Part simply does not apply. In the event of any conflict among the documents, the following order of precedence applies (in descending order): (a) the applicable Order or Insertion Order; (b) the applicable service-specific Part of this Agreement (Parts II through IV); (c) Part I of this Agreement. For the avoidance of doubt, a Master Agreement (if any) will take precedence over this Agreement as provided in the introductory paragraph above.

Part I — General Terms

1. Pragma Services

1.1 Provision of Service

Subject to the terms and conditions of this Agreement, Pragma will make the Service available to Customer as set forth in this Agreement and the applicable Order.

1.2 Orders and Insertion Orders

Customer may order services under this Agreement through one or more Orders, including Insertion Orders for Campaign Services, Paid Media Services, and Managed Platform Programs. Each Order is governed by this Agreement, including the applicable service-specific Parts. An Order may be placed through the Service, through the Pragma.gg or FirstLook.gg websites, or as a separate written document executed by the parties.

1.3 Restrictions

The rights granted herein are subject to the following restrictions (the “Restrictions”). Except as expressly permitted by Pragma, Customer will not directly or indirectly:

• reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Service;

• attempt to probe, scan or test the vulnerability of the Service, breach the security or authentication measures of the Service without proper authorization or willfully render any part of the Service unusable;

• use or access the Service to develop a product or service that is competitive with Pragma’s products or services or to engage in competitive analysis or benchmarking;

• transfer, distribute, resell, lease, license, or assign the Service or otherwise offer the functionality associated with the Service on a standalone basis;

• create multiple accounts or spread its use across multiple organizations to circumvent fees under this Agreement; or

• otherwise use the Service outside the scope expressly permitted hereunder and in the applicable Order.

1.4 Customer Responsibilities

Customer will (a) be responsible for all use of the Service, (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Service and notify Pragma promptly of any such unauthorized access or use, (c) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Service, including as set forth in the Documentation, and (d) comply with Pragma’s Acceptable Use Policy as published by Pragma from time to time.

1.5 Affiliates

Any Affiliate of Customer will have the right to enter into an Order executed by such Affiliate as a signatory to this Agreement. With respect to such Order, such Affiliate becomes a party to this Agreement and references to Customer in this Agreement are deemed to be references to such Affiliate. Each Order is a separate obligation of the Customer entity that executes such Order, and no other Customer entity has any liability or obligation under such Order.

1.6 Modifications

Customer acknowledges that Pragma may modify the features and functionality of the Service during Customer’s subscription term. Pragma shall provide Customer with thirty (30) days’ advance notice of any deprecation of any material feature or functionality. In the event that Pragma makes a change to the Service that deprecates a material feature or functionality of the Service, Customer may terminate this Agreement and its subscription to the Service upon written notice to Pragma.

2. Fees

2.1 Fees

Customer will pay Pragma the fees set forth in the Order. Except as otherwise specified herein or in any applicable Order, (a) fees are quoted and payable in United States dollars and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable. Payment will be made on the schedule specified in the applicable Order in the method described therein. If no schedule or method is described in the applicable Order, fees will be paid in advance within fifteen (15) days of receipt of invoice. Pragma may change the fees for its services at any time by providing Customer with notice of the updated pricing at least sixty (60) days in advance of the expiration of Customer’s then-current subscription term, with such change effective upon renewal.

2.2 Taxes

All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively “Taxes”). Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of Pragma. Customer will not withhold any taxes from any amounts due to Pragma.

2.3 No Custody of Customer Funds

Pragma does not accept, hold, or maintain custody of Customer funds. Where Customer pre-funds any amount under this Agreement (any such amounts, “Pre-funded Amounts”), Pre-funded Amounts are received, held, and settled by the Payment Processor, or are paid to Pragma as pre-paid non-refundable fees for services to be performed by Pragma, in each case as specified in the applicable Part or Insertion Order. Except as expressly provided in an applicable Part, with respect to Pre-funded Amounts held by the Payment Processor, Pragma acts solely as Customer’s limited agent for the purpose of directing disbursement of such amounts. In no event does Pragma act as a bank, escrow agent, trustee, or fiduciary. Nothing in this Agreement creates a deposit, trust, or escrow relationship between Pragma and Customer.

3. Proprietary Rights and Confidentiality

3.1 Proprietary Rights

As between the parties, Pragma exclusively owns all right, title and interest in and to the Service (including all underlying code, script and related programs and systems) and Pragma’s Confidential Information, and Customer exclusively owns all right, title and interest in and to Customer’s Confidential Information.

3.2 Feedback

Customer may from time to time provide Pragma suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Service. Pragma will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Pragma will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.

3.3 Confidentiality

Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section or the Restrictions, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.

3.4 Customer Data

As between the parties, data that Customer or its users provide to Pragma (“Customer Data”) will be and remain the property of Customer. Upon termination or expiration of this Agreement or the applicable Order, Pragma will make Customer’s data stored on the Service available to Customer for download for at least thirty (30) days. Within sixty (60) days after disconnecting Customer’s access to and use of the Service, Pragma will delete all Customer Data in Pragma’s system and shall provide written confirmation thereof upon request from Customer. Notwithstanding the foregoing, Pragma may anonymize and aggregate Customer Data with data gathered from other Pragma customers which may be used to improve Pragma’s products and services, and for research purposes (“Usage Data”). Pragma may retain Usage Data after termination of this Agreement and publish derivative works of such data, provided that such derivative works are anonymized as to not identify the Customer or its users. Additionally, unless otherwise set forth in the applicable Order, with respect to playtests, campaigns, and other player-facing activities offered through Pragma’s FirstLook service, Pragma may require players, playtesters, creators, and curators to create a FirstLook account with Pragma and agree to Pragma’s FirstLook Player Terms of Service (the “Player Terms”). Data provided by those users may be used and disclosed by Pragma for any purpose authorized by the applicable user in the Player Terms.

3.5 Customer Content

Customer’s Game and other materials and all other content that Customer makes available to third parties through the Service (“Customer Content”) will remain the sole property of Customer. Customer hereby grants to Pragma a worldwide, non-exclusive, right and license to host, transfer, display, perform, reproduce, modify, distribute and re-distribute the Customer Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed) as needed solely in connection with providing the Service to Customer. Customer hereby represents and warrants that Customer has all rights necessary to publish the Customer Content through the Service, and that the Customer Content does not infringe the intellectual property, publicity or privacy rights of any third party. Customer is solely responsible for the accuracy, integrity, and legality of the Customer Content.

4. Warranties and Disclaimers

4.1 Mutual Representations and Warranties

Each party represents and warrants to the other party that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder; (c) the acceptance of this Agreement by its representative has been duly authorized by all necessary corporate or organizational action of such party; and (d) when accepted by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.

4.2 Pragma Warranty

Pragma warrants that it will, consistent with prevailing industry standards, provide the Service in a professional and workmanlike manner and the Service will conform in all material respects with the Documentation. For breach of the foregoing express warranty, Customer’s exclusive remedy shall be the correction by Pragma of the non-conformity; if Pragma cannot correct such deficiency within thirty (30) days of receiving notice of breach, Customer shall be entitled to terminate the applicable Order and recover a pro-rata portion of the fees paid to Pragma for the then-current term.

4.3 Customer Warranty

Customer warrants that it has all rights necessary to provide any information, data or other materials that it provides hereunder, and to permit Pragma to use the same as contemplated hereunder.

4.4 Disclaimers

EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

4.5 Beta Products

FROM TIME TO TIME, CUSTOMER MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH PRAGMA WHERE CUSTOMER GETS TO USE ALPHA OR BETA PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA PRODUCTS”) OFFERED BY PRAGMA. THE BETA PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS”. PRAGMA DOES NOT PROVIDE ANY INDEMNITIES, SUPPORT OBLIGATIONS, SERVICE LEVEL COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED. CUSTOMER OR PRAGMA MAY TERMINATE CUSTOMER’S ACCESS TO THE BETA PRODUCTS AT ANY TIME.

5. Indemnification

5.1 Indemnity by Pragma

Pragma will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Service as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against (or any settlement approved by Pragma) Customer in connection with any such Claim; provided that (a) Customer will promptly notify Pragma of such Claim, (b) Pragma will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Pragma may not settle any Claim without Customer’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability) and (c) Customer reasonably cooperates with Pragma in connection therewith. If the use of the Service by Customer has become, or in Pragma’s opinion is likely to become, the subject of any claim of infringement, Pragma may at its option and expense (i) procure for Customer the right to continue using the Service as set forth hereunder; (ii) replace or modify the Service to make them non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate this Agreement and provide a pro rata refund of any prepaid fees corresponding to the terminated portion of the applicable subscription term. Pragma will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by (A) compliance with designs, guidelines, plans or specifications provided by Customer; (B) use of the Service by Customer not in accordance with this Agreement; (C) modification of the Service or associated software by any party other than Pragma without Pragma’s express consent; (D) Customer Confidential Information or (E) the combination, operation or use of the Service with other applications, portions of applications, product(s) or services where the Service would not by itself be infringing (clauses (A) through (E), “Excluded Claims”). This Section states Pragma’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.

5.2 Indemnification by Customer

Customer will defend Pragma against any Claim made or brought against Pragma by a third party related to Customer’s game(s), the Customer Content, or the Excluded Claims, and Customer will indemnify Pragma for any damages finally awarded against (or any approved settlement) Pragma in connection with any such Claim; provided that (a) Pragma will promptly notify Customer of such Claim, (b) Customer will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Customer may not settle any Claim without Pragma’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Pragma of all liability) and (c) Pragma reasonably cooperates with Customer in connection therewith.

6. Limitation of Liability

EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, OR A BREACH OF CONFIDENTIALITY OR THE RESTRICTIONS, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT WITH RESPECT TO INDEMNIFICATION OBLIGATIONS, CUSTOMER’S EXCLUSIVE REMEDY AND PRAGMA’S, ITS SUPPLIERS’ AND LICENSORS’ TOTAL AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, IN CONNECTION WITH, OR INCIDENTAL TO THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER CLAIM, SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES INCURRED BY CUSTOMER, UP TO THE AGGREGATE AMOUNTS PAID BY CUSTOMER AND RECEIVED BY PRAGMA HEREUNDER DURING THE TWELVE MONTHS IMMEDIATELY LEADING UP TO THE EVENT GIVING RISE TO THE APPLICABLE CLAIM. FOR THE AVOIDANCE OF DOUBT, AMOUNTS PAID BY CUSTOMER AND RECEIVED BY PRAGMA EXCLUDE PASS-THROUGH AMOUNTS SUCH AS CREATOR FEES, MEDIA SPEND, AND PROGRAM BUDGETS DISBURSED TO THIRD PARTIES ON CUSTOMER’S BEHALF.

7. Termination

7.1 Term

The term of this Agreement shall commence on the Effective Date and continue as set forth in the applicable Order unless terminated sooner as provided herein. Unless otherwise set forth in the applicable Order, the Order and this Agreement will automatically renew following the initial term for successive subscription terms of equal length to the initial subscription term unless either party provides the other with notice of non-renewal at least thirty (30) days prior to the end of the then current term.

7.2 Termination

Each party may terminate this Agreement upon written notice in the event (a) the other party commits any material breach of this Agreement and fails to remedy such breach within thirty (30) days after written notice of such breach or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party becomes the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days.

7.3 Effect of Termination

Upon expiration of the term of this Agreement, Customer shall cease all use of the Service. In the case of termination of this Agreement, Customer will immediately cease all use of the Service and any derivatives thereof. All outstanding payments are immediately due and payable upon any termination. Any wind-down of in-flight Campaigns, media, or Managed Platform Programs will be handled as set forth in the applicable Part of this Agreement and the applicable Order.

7.4 Survival

Upon termination of this Agreement, (i) all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the Restrictions and terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability and termination, the surviving provisions identified in Parts II through IV, and the general provisions below; and (ii) Customer shall promptly discontinue using the Service.

8. General

8.1 Export Compliance

Each party will comply with the applicable export laws and regulations of the United States, European Union and other applicable jurisdictions in providing and using the Service.

8.2 Publicity

Pragma may refer to Customer’s name and trademarks in Pragma’s marketing materials and website; however, Pragma will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without Customer’s prior written consent (which may be by email).

8.3 Assignment; Delegation

Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. For clarity, the license provided by Pragma shall not extend to any products or games of any acquiror of Customer, unless such acquiror requests and Pragma agrees, in its sole discretion, to enter into a separate Order with acquiror. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.

8.4 Amendment; Waiver

Pragma may modify any part or all of this Agreement by posting a revised version at https://firstlook.gg/legal/developers/. The revised version will become effective and binding the next business day after it is posted. If Customer has provided an email for notices, Pragma will also provide notice of revisions via email. If Customer objects to a modification to this Agreement, Customer may notify Pragma in writing to contact@pragma.gg within thirty (30) days after posting of the revised version. If Customer provides written notice of its objection, then Customer’s then-current subscription term will continue to be governed by the terms and conditions of this Agreement prior to modification until Customer’s next renewal date, after which the terms posted at https://firstlook.gg/legal/developers/ will apply. If Customer does not have a then-current subscription term (for example, where Customer’s relationship with Pragma is limited to one or more Insertion Orders), the revised version will apply prospectively from its effective date, provided that any Order or Insertion Order executed before that effective date will continue to be governed by the version of this Agreement in effect on the date such Order or Insertion Order was executed, through completion of the services thereunder. However, if Pragma can no longer reasonably provide the subscription to Customer under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then this Agreement and/or affected Service will terminate upon Pragma’s notice to Customer and Pragma will promptly refund any prepaid but unused fees covering use of the Service after termination. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

8.5 Relationship

Except for the limited agency expressly appointed in Section 1.1 of Part III and the limited agency described in Section 2.3 of Part I, nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

8.6 Unenforceability

If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.

8.7 Governing Law

This Agreement will be governed by the laws of the State of California, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. The parties irrevocably consent to the exclusive jurisdiction and venue of the state courts located in San Francisco County, California and the United States District Court for the Northern District of California for any dispute arising out of or relating to this Agreement, and each party waives any objection to such courts on the grounds of venue, forum non conveniens, or lack of personal jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

8.8 Notices

Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to Pragma must be sent to Pragma at Pragma Platform, Inc., 1401 21st Street Suite R, Sacramento, CA 95811, Attn: Legal. Notices to Customer must be sent to the address specified by Customer on the applicable Order. The parties may update their contact information at any time by providing notice of the change to the other.

8.9 Force Majeure

Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

8.10 Government Terms

Pragma provides the Service, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If Customer (or any of its customers) is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Service, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights other than those provided in this Agreement are conferred. The Service was developed fully at private expense.

8.11 Non-Solicit

During the term of this Agreement and for a period of one (1) year thereafter, Customer will not, whether directly or indirectly on its own account or in conjunction with or on behalf of any other person or entity, solicit the employment or services of the employees or independent contractors of Pragma, to the extent such individuals were introduced to Customer as a result of the Services performed hereunder.

8.12 Data Processing Agreement

Pragma’s Data Processing Agreement is available for review at https://firstlook.gg/legal/dpa (the “DPA”) and is incorporated by reference and subject to the terms of this Agreement. Pragma reserves the right to update the DPA from time to time as necessary in response to changes in applicable law, provided that such changes are no less protective of personal information processed on behalf of Customer. Pragma may also update the DPA to reflect changes in the Service or Pragma’s subprocessors.

8.13 Service-Specific Terms

Parts II (Campaign Services Terms), III (Paid Media Services Terms), and IV (Third-Party Platform Program Terms) of this Agreement apply to the corresponding services if and to the extent included in an applicable Order, and are incorporated into and form part of this Agreement with respect to those services. Pragma reserves the right to update Parts II through IV from time to time to reflect changes in the applicable services or applicable law, in accordance with Section 8.4.

8.14 Interpretation

For purposes hereof, “including” means “including without limitation.”

8.15 Entire Agreement

This Agreement (including any Order hereunder) comprises the entire agreement between Customer and Pragma with respect to its subject matter, and (except with respect to a Master Agreement, as defined above) supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written), including any prior Pragma Terms of Service, Campaign Services Addendum, or Paid Media Services Addendum accepted by Customer, which are consolidated into and superseded by this Agreement with respect to services ordered on or after the date Customer accepts this Agreement. No oral or written information or advice given by Pragma, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.

9. Definitions

The following terms, when used in this Agreement, will have the following meanings:

“Affiliates” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists. For the purposes of this definition, “Control” means beneficial ownership of 50% or more of the voting power or equity in an entity.

“Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

“Creator” means an individual content creator who has accepted the Player Terms and is eligible to participate in creator marketing campaigns through the Platform.

“Customer” means the entity identified in one or more applicable Orders, including any game developer, studio, publisher, platform holder, brand, advertiser, agency, or other entity that accesses the Service or purchases Campaign Services, Paid Media Services, or a Managed Platform Program, together with any Affiliate that executes an Order. References in this Agreement, in any Order, or on the Platform to a “Developer” or a “Studio” mean Customer.

“Documentation” means the technical documentation and user manuals made available by Pragma for the Service, as applicable.

“Insertion Order” or “IO” means an Order for a specific creator marketing campaign, Paid Media Services engagement, or Managed Platform Program, which may be executed through the Service or as a separate written document, including the applicable service details, budgets, and fees.

“Order” means an order for services agreed upon by the parties, including without limitation any Insertion Order and any order placed through the Pragma.gg or FirstLook.gg websites.

“Payment Processor” means the third-party payment processor(s) engaged by Pragma or its Affiliates to receive, hold, and settle funds in connection with the Service.

“Platform” means the Pragma platform used by Studios and players, which includes the FirstLook, Player.gg, and Creators.gg branded services and websites.

“Player Terms” means the FirstLook Player Terms of Service published by Pragma (available on the Platform’s legal page), as may be updated by Pragma from time to time, which govern the relationship between Pragma and individual players, playtesters, creators, and curators.

“Pre-funded Amounts” means any Campaign Budget, Media Spend, Program Budget, or other amount that Customer funds in advance under an Order or Insertion Order, in each case as further described in the applicable Part. “Service” means those services purchased by Customer under an applicable Order.

Part II — Campaign Services Terms

This Part II governs Customer’s access to and use of Campaign Services (as defined below), which enable Customer to create and manage paid creator marketing campaigns offered through the Platform. This Part II applies only if and to the extent an Order includes the Campaign Services. By executing an Order that includes the Campaign Services or by accessing the Campaign Services, Customer agrees to be bound by this Part II. The Campaign Services operate as a marketplace connecting Customer with Creators for paid campaign opportunities. Pragma facilitates these connections and provides the platform infrastructure. Customer’s Campaign engagements with individual Creators are governed by the Campaign Details (as defined below).

1. Definitions

The following terms, when used in this Part II, will have the following meanings:

“Campaign” means a marketing or promotional initiative created by Customer through the Campaign Services, specifying content requirements, budget, compensation rates, targeting criteria, guidelines, and other applicable details.

“Campaign Budget” means the total amount committed by Customer for a Campaign, inclusive of Creator Fees and the Campaign Platform Fee as set forth in the Campaign Details.

“Campaign Details” means the specific terms, description, content guidelines, Creator Fees, deliverables, platform requirements, embargo dates, Campaign Budget, and other requirements for a given Campaign as specified by Customer through the Campaign Services.

“Campaign Platform Fee” means the percentage of Campaign spend retained by Pragma for operating the Campaign Services, as set forth in the applicable Order or Insertion Order.

“Campaign Services” means the Platform features and tools made available by Pragma that enable Customer to create, manage, and fund paid creator marketing campaigns, including creator discovery, campaign management, content review and approval, performance tracking, and creator payment facilitation.

“Creator Content” means any videos, streams, clips, thumbnails, descriptions, social media posts, and other materials created by a Creator in connection with a Campaign.

“Creator Fees” means the compensation payable to Creators for approved Creator Content, as specified in the applicable Campaign Details.

“Game Keys” means digital activation codes (including game keys and DLC keys) provided by Customer through the Campaign Services for distribution to Creators.

“Invalid Activity” means any activity that artificially inflates performance metrics, including without limitation purchased or fabricated views, automated or incentivized traffic, use of bots, click farms, view exchange services, engagement pods, or any other activity that does not reflect genuine viewer interest.

2. Campaign Services

2.1 Access to Campaign Services

Subject to the terms of this Agreement, Pragma will make the Campaign Services available to Customer as set forth in the applicable Order. The Campaign Services enable Customer to:

• create and configure Campaigns with specified budgets, compensation rates, targeting criteria, content guidelines, and timelines;

• browse, search, and invite Creators to participate in Campaigns based on profile data, audience demographics, content history, and performance metrics;

• distribute Game Keys to Creators for use in creating Campaign content;

• review, approve, or reject Creator Content submitted in connection with Campaigns;

• track Campaign performance metrics, including views, engagement, and reach; and

• manage Campaign budgets and Creator payment facilitation through Pragma.

2.2 Campaign Creation and Insertion Orders

Each Campaign will be governed by an Insertion Order specifying the Campaign Details. Customer may create Insertion Orders through the Campaign Services interface or through a separate written agreement. Each Insertion Order is subject to the terms of this Agreement. In the event of any conflict between an Insertion Order and this Part II, the Insertion Order will control solely with respect to the applicable Campaign.

2.3 Creator Relationship

Customer acknowledges and agrees that:

• when a Creator accepts an Insertion Order, Customer and that Creator enter into an agreement with each other based on the Campaign Details (“Studio-Creator Agreement”), which governs the terms of their Campaign engagement;

• Pragma facilitates the connection between Customer and Creators through the Campaign Services, but Pragma is not responsible for any Creator’s performance, the quality of Creator Content, or any Creator’s compliance with Campaign Details;

• Creators are independent contractors and are not employees, agents, or representatives of either Customer or Pragma;

• Customer may not contact Creators outside of the Campaign Services to circumvent the Campaign Services, the Campaign Platform Fee, or Pragma’s role as a marketplace and platform; and

• the Studio-Creator Agreement is the exclusive agreement governing Customer’s Campaign engagements with Creators through the Campaign Services. Customer will not require Creators to sign any additional or alternative agreement for Campaigns facilitated through the Campaign Services, nor enter into any side agreement with a Creator that conflicts with or supersedes the Studio-Creator Agreement for such Campaigns.

3. Campaign Funding and Fees

3.1 Campaign Budget and Funding

Customer will fund each Campaign in accordance with the Campaign Budget specified in the applicable Insertion Order. Unless the applicable Insertion Order expressly provides for pre-funding, Pragma will advance Creator Fees from its own funds and invoice Customer for the Campaign Budget in accordance with Section 2.1 of Part I and the applicable Insertion Order. Where an Insertion Order expressly provides for pre-funding, pre-funded amounts will be received, held, and settled by the Payment Processor until disbursed to Creators or returned to Customer. Customer must maintain sufficient funds or available credit to cover all active Campaign obligations. Insufficient funding may result in Campaign suspension.

3.2 Campaign Platform Fee

Pragma will retain the Campaign Platform Fee on all Campaign spend as compensation for operating the Campaign Services. Unless otherwise specified in the applicable Order or Insertion Order, the Campaign Platform Fee is fifteen percent (15%) of the total Campaign spend. The Campaign Platform Fee is non-refundable, except as expressly provided in this Part II. The Campaign Platform Fee is earned and payable as set forth in the applicable Order or Insertion Order. If the applicable Order or Insertion Order does not specify, the Campaign Platform Fee is earned and retained as Creator Fees are disbursed under Section 3.3.

3.3 Creator Payments

Creator Fees are disbursed on the schedule set forth in the applicable Insertion Order; if the Insertion Order does not specify, Creator Fees are disbursed after Customer approves the applicable Creator Content through the Campaign Services. Customer’s obligation to pay Creator Fees is governed by the Studio-Creator Agreement. Creator Fee payments are disbursed through the Payment Processor or are advanced by Pragma from its own funds and invoiced to Customer, in each case as provided in Section 3.1. Creator Fees are disbursed from the Campaign Budget, net of the Campaign Platform Fee. Customer will not pay Creators directly outside of the Campaign Services for Campaign participation. Customer acknowledges that adequate Campaign Budget funding is required for Pragma (or a third party, if applicable) to process Creator Fee payments. To the extent that Pragma utilizes a third-party payment processor to facilitate any payments hereunder, Customer acknowledges and agrees that such transactions shall be subject to the terms, conditions, and privacy policies of such third-party processor, and Pragma shall not be liable for any errors, delays, or other issues arising from such third-party payment processing.

3.4 Campaign Budget Modifications

Customer may increase a Campaign Budget at any time. Customer may not decrease a Campaign Budget below the amount already committed to active Creators. Campaign rates, content guidelines, and platform requirements may be updated but will apply only to future Creator Content submissions, not to previously approved or in-progress submissions.

3.5 Unused Budget

Unused Campaign Budget remaining after Campaign completion will be refunded to Customer’s original payment method within fourteen (14) business days, less any applicable Campaign Platform Fees on the spent portion. The Payment Processor may hold unused funds for a reasonable verification period to account for pending Creator Content submissions or metric adjustments.

3.6 Taxes

All Campaign Budgets and fees payable under this Part II are exclusive of Taxes (as defined in Part I). Customer is responsible for all applicable Taxes in accordance with Section 2 of Part I.

4. Content Review, Approval, and Compliance

4.1 Content Review and Approval

Customer is responsible for reviewing and approving (or rejecting) Creator Content submitted through the Campaign Services. Customer will review submitted Creator Content within seventy-two (72) hours of submission. If Customer does not approve or reject a submission within this period, Pragma will notify the Customer and Customer will have an additional five (5) days to approve or reject such submission. If Customer still fails to respond, Customer will be deemed to have approved the submission subject to the Creator Content meeting Campaign Detail criteria. Customer may reject Creator Content only if: (a) the submission does not follow the Campaign Details; (b) the Creator does not follow the Player Terms; (c) there is a reasonable suspicion of fraud or Invalid Activity; or (d) the Campaign Budget has been exhausted or the Campaign has ended.

4.2 Campaign Details and Brand Guidelines

Customer is responsible for providing clear, complete, and accurate Campaign Details, including content guidelines, brand guidelines, approved claims and talking points, required disclosures, and any embargo dates or pre-release access restrictions. Customer will supply Creators with all materials necessary to comply with the Campaign Details. Pragma is not responsible for the accuracy or completeness of Campaign Details provided by Customer.

4.3 FTC Compliance and Advertising Disclosures

Customer acknowledges that paid creator campaigns may constitute endorsements or testimonials subject to the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising and related guidance. Customer agrees to:

• ensure that Campaign Details instruct Creators to include all required sponsorship disclosures (e.g., #ad, #sponsored, paid partnership labels) in each piece of Creator Content, clearly, conspicuously, and unavoidably;

• not instruct, encourage, or permit Creators to make false, misleading, or unsubstantiated claims about Customer’s products or services;

• supply Creators with approved claims and talking points and ensure that such claims are truthful, substantiated, and compliant with all applicable laws;

• use the content review and approval process to verify that Creator Content includes required disclosures before approving payment; and

• comply with all applicable advertising laws and regulations in each jurisdiction where Creator Content will be published.

As between Customer and Pragma, Customer is primarily responsible for ensuring that its Campaigns comply with applicable advertising laws and regulations. Creators are individually responsible for their own FTC disclosures under the Player Terms, but Customer’s approval of Creator Content that lacks required disclosures does not relieve Customer of its compliance obligations. Pragma does not pre-approve or verify FTC compliance and bears no responsibility for Customer’s or any Creator’s advertising compliance.

4.4 Embargo and Pre-Release Content

If a Campaign involves pre-release game content or embargo restrictions, Customer is responsible for clearly specifying the Embargo Date and any NDA or confidentiality requirements in the Campaign Details. Customer acknowledges that: (a) Creators are bound by the embargo and confidentiality provisions of the Player Terms; but (b) Pragma does not guarantee that all Creators will comply.

4.5 Game Key Distribution

Customer may distribute Game Keys to Creators through the Campaign Services for use in creating Campaign content. Customer agrees to:

• provide valid, unused, non-revoked Game Keys that function as intended;

• not revoke Game Keys provided to Creators who are actively participating in a Campaign without prior notice to Pragma and Creators;

• specify any regional restrictions, platform requirements, or activation limitations associated with Game Keys; and

• acknowledge that Pragma is not responsible for the functionality of Game Keys and is not liable for keys that fail to activate due to regional restrictions, platform issues, or errors on Customer’s part.

5. Content Licensing and Intellectual Property

5.1 License to Creator Content

Unless otherwise specified in the Studio-Creator Agreement, Creators grant Customer a non-exclusive, worldwide, royalty-free license to use, reproduce, display, and distribute approved Creator Content for promotional purposes directly related to the Campaign game, for a period of twelve (12) months from submission (or such other period as specified in the applicable Campaign Details). This license covers use on Customer’s official channels, store pages, marketing materials, and social media. Studios requiring exclusive rights, extended license periods, or additional usage rights (e.g., paid advertising, broadcast) must negotiate these directly with the Creator and specify them in the Campaign Details prior to content creation.

5.2 Customer Intellectual Property

Customer retains all Intellectual Property Rights in its game titles, trademarks, logos, game assets, screenshots, trailers, and marketing materials provided through the Campaign Services. By making these materials available through the Campaign Services, Customer grants Creators a limited, non-exclusive license to use them solely for creating content for the applicable Campaign. This license terminates upon Campaign completion or the Creator’s removal from the Campaign. Customer represents and warrants that it has all rights necessary to grant this license and that the materials provided do not infringe any third-party Intellectual Property Rights.

5.3 Pragma Platform IP

Pragma retains all Intellectual Property Rights in the Campaign Services and the Platform. Customer’s use of the Campaign Services does not give Customer any rights in the Campaign Services, the Platform names, logos, or platform features beyond the limited right to use the Campaign Services as contemplated by this Part II.

5.4 No Misattribution

Customer will not misattribute statements or imply endorsements not actually made by a Creator. Customer will not alter Creator Content in a way that changes the Creator’s expressed opinions or misrepresents their views without the Creator’s prior written consent.

6. Metrics, Verification, and Fraud Prevention

6.1 Metric Tracking

Pragma tracks Creator Content performance using a combination of official platform APIs, automated monitoring, and manual review. Pragma’s recorded metrics are the basis for all Creator Fee calculations. Customer acknowledges that metrics collected from third-party platforms (YouTube, TikTok, Twitch, Instagram, etc.) may be subject to delays, corrections, or adjustments, and that Pragma is not responsible for discrepancies caused by third-party platform changes or API limitations.

6.2 Invalid Activity

Pragma uses automated and manual verification systems to detect Invalid Activity. If Invalid Activity is detected in connection with a Campaign, Pragma may: (a) exclude the affected metrics from Creator Fee calculations; (b) withhold, reverse, or adjust Creator payments; (c) suspend or remove the offending Creator from the Campaign; and (d) notify Customer of the detected Invalid Activity. Metrics may be retroactively adjusted if a third-party platform revises its counts. Customer will not be charged for Creator Fees attributable to Invalid Activity that Pragma identifies and excludes.

6.3 Reporting

Pragma will make Campaign performance reports available to Customer through the Campaign Services, including Creator Content submissions, approval status, metric summaries, and budget utilization. Customer acknowledges that reporting data may be subject to processing delays and that final metrics may differ from preliminary reports.

7. Customer Obligations and Restrictions

7.1 Lawful Campaigns

Customer will not use the Campaign Services to promote illegal, harmful, deceptive, or age-inappropriate products without proper content ratings. Customer will comply with all applicable gaming regulations, ESRB/PEGI ratings, and advertising standards in target markets.

7.2 Non-Circumvention

During the term of Customer’s subscription and for a period of twelve (12) months following the last Campaign interaction on the Campaign Services, Customer will not directly pay, solicit, or enter into paid content arrangements with Creators discovered through the Campaign Services for the same or similar marketing services that circumvent the Campaign Services or the Campaign Platform Fee. This restriction does not apply to pre-existing relationships documented before the applicable Campaign interaction. Violations of this provision entitle Pragma to a fee equal to the Campaign Platform Fee that would have been payable on the circumvented transaction value, plus damages.

7.3 Content Responsibility

Customer is solely responsible for: (a) the accuracy, legality, and appropriateness of Campaign Details; (b) the claims, talking points, and brand guidelines provided to Creators; (c) reviewing and approving Creator Content in a timely manner; and (d) the overall legal compliance of its marketing campaigns, including compliance with applicable advertising, consumer protection, and data protection laws.

8. Disclaimers, Liability, and Indemnification

8.1 No Guarantees

Pragma does not guarantee: (a) the availability, quality, or performance of any Creator or Creator Content; (b) that Campaigns will achieve any particular results, impressions, views, or engagement metrics; (c) that any number of Creators will apply to or accept a Campaign; or (d) that Creator Content will comply with Customer’s brand guidelines or Campaign Details. The Campaign Services are provided subject to the warranty disclaimers in Section 4 of Part I.

8.2 Limitation of Liability

The limitation of liability provisions in Section 6 of Part I apply to the Campaign Services and this Part II. For the avoidance of doubt, Pragma’s aggregate liability under this Part II is subject to the cap set forth in Part I. Pragma’s liability does not extend to the acts or omissions of Creators, which are governed by the Player Terms.

8.3 Indemnification

In addition to Customer’s indemnification obligations under Section 5 of Part I, Customer will defend, indemnify, and hold Pragma, and applicable Creators, harmless from and against any Claims arising from or related to: (a) Customer’s Campaign Details, including the accuracy or legality of claims and representations therein; (b) Customer’s failure to comply with applicable advertising laws or FTC requirements; (c) Customer’s Game Keys, including any defects, restrictions, or revocations; (d) claims that the assets and other materials provided to Creators for use in Campaigns infringe the intellectual property, proprietary, or privacy rights of any third party; (e) any dispute between Customer and a Creator arising from a Campaign; and (f) any third-party claims related to Customer’s products or services promoted through the Campaign Services. Customer further acknowledges that Pragma is not liable for any disputes arising between Customer and a Creator under the Studio-Creator Agreement, and Customer will not assert any claim against Pragma for a Creator’s failure to perform under the Studio-Creator Agreement.

9. Term and Termination

9.1 Term

This Part II is effective as of Customer’s first Order that includes the Campaign Services and will remain in effect for the duration of Customer’s subscription to the Campaign Services under this Agreement, unless terminated earlier in accordance with this Agreement.

9.2 Termination

Either party may terminate the Campaign Services in accordance with the termination provisions of Part I. In addition, Pragma may suspend or terminate Customer’s access to the Campaign Services if Customer materially breaches this Part II and fails to cure such breach within thirty (30) days after written notice.

9.3 Effect of Termination

Upon termination of the Campaign Services: (a) Customer will immediately cease creating new Campaigns; (b) active Campaigns will be wound down in an orderly manner, and Customer remains responsible for funding Creator Fees for all approved Creator Content; (c) unused Campaign Budget will be refunded in accordance with Section 3 of this Part II; (d) Customer’s license to use approved Creator Content will survive in accordance with the terms of Section 5 of this Part II; and (e) the provisions of Sections 5 (Content Licensing), 6 (Metrics, Verification, and Fraud Prevention), 7 (Customer Obligations and Restrictions), 8 (Disclaimers, Liability, and Indemnification), and this Section 9 will survive termination.

Part III — Paid Media Services Terms

This Part III governs the provision by Pragma of paid media planning, buying, trafficking, optimization, management, and reporting services (the “Paid Media Services”) to Customer. This Part III applies only if and to the extent an Order or Insertion Order includes the Paid Media Services. Capitalized terms used but not defined in this Part III have the meanings given to them in Part I or the applicable Insertion Order.

1. Relationship of the Parties; Agency Appointment

1.1 Appointment

Customer appoints Pragma as its limited agent, and Pragma accepts such appointment, solely for the purpose of planning, purchasing, trafficking, optimizing, and managing paid media placements on the Covered Channels (as defined in the applicable Insertion Order) on Customer’s behalf, in each case up to the authorized Budget set forth in the applicable Insertion Order.

1.2 Scope of Authority

Pragma’s authority is limited to the foregoing. Pragma has no authority to bind Customer to any obligation other than media commitments expressly authorized under an Insertion Order or within the Budget. The parties are independent contractors, and nothing in this Part III creates a general agency, partnership, joint venture, or employment relationship.

2. Authorization to Buy Media

2.1 Authorization

Customer authorizes Pragma to plan, reserve, purchase, traffic, optimize, pause, and manage paid media placements on the Covered Channels, and to enter into the associated platform-level orders, ad buys, and commitments with the applicable advertising platforms (each, a “Media Platform”), in Customer’s interest and up to the Budget.

2.2 Ad Accounts

Pragma will purchase and deliver such media through advertising accounts owned and controlled by Pragma (the “Pragma Ad Accounts”), unless an Insertion Order expressly provides that media will be run through Customer’s own advertising accounts.

2.3 Budget Authorization and Changes

Pragma’s spending authority is limited to the Budget specified in the applicable Insertion Order, and Pragma will not commit Media Spend in excess of the Budget without Customer’s prior written approval. The Budget may be increased, decreased, or reallocated across Covered Channels by the mutual written agreement of the parties, which may be documented by email exchange between the parties’ authorized representatives without the need for a formal amendment.

3. Ad Accounts; Ownership of Campaign Infrastructure

3.1 Campaign Infrastructure

Pragma will establish, configure, own, and control the Pragma Ad Accounts and all campaigns, ad sets, audiences, pixels (other than Customer pixels), creative configurations, bidding and optimization logic, and delivery settings created or used by Pragma to deliver the Paid Media Services (collectively, the “Campaign Infrastructure”).

3.2 Ownership

As between the parties, Pragma exclusively owns and retains all right, title, and interest in and to the Campaign Infrastructure and the Pragma Ad Accounts. Customer is granted access to campaign performance through the FirstLook reporting environment as described in Section 8 of this Part III, but is not granted administrative access to, or control of, the Campaign Infrastructure or the Pragma Ad Accounts.

3.3 Effect of Termination

Upon expiration or termination of an Insertion Order or the Paid Media Services, Pragma will cease the applicable Paid Media Services, but Pragma is under no obligation to transfer, assign, or migrate the Campaign Infrastructure, the Pragma Ad Accounts, or any campaign structures or optimization data to Customer or any third party.

4. Media Funding; Fees; No Markup

4.1 Advertiser-Funded Media

All media costs charged by the Media Platforms (“Media Spend”) are funded by Customer on a pass-through basis. Pragma does not mark up Media Spend.

4.2 Pre-Funding

Unless an Insertion Order provides otherwise, Customer will pre-fund, or reimburse Pragma for, the Media Spend. Pragma is not obligated to commit or place media to the extent doing so would cause cumulative Media Spend to exceed amounts funded by Customer. Any amounts pre-funded by Customer under this Section will be received, held, and settled by the Payment Processor, and not by Pragma, until applied against Media Platform invoices or refunded to Customer.

4.3 Management Fee

In consideration of the Paid Media Services, Customer will pay Pragma the management fee set forth in the applicable Insertion Order. The management fee is separate from, and in addition to, the Media Spend.

4.4 Reconciliation; Unused Funds

Pragma will reconcile actual Media Spend against amounts funded by Customer and will refund or credit any unused, pre-funded Media Spend in accordance with the applicable Insertion Order.

4.5 Taxes

All fees are exclusive of applicable taxes, which are Customer’s responsibility, other than taxes based on Pragma’s income.

5. Platform Terms; No Guarantee

5.1 Platform Policies

Customer acknowledges that all placements are subject to the advertising policies, terms, and approval processes of the applicable Media Platforms, and that a Media Platform may reject, throttle, remove, or modify any placement, audience, or creative in its discretion. The actions and decisions of a Media Platform are outside Pragma’s control, and Pragma is not responsible or liable for them.

5.2 No Guarantee

Pragma does not guarantee any specific level of impressions, clicks, engagement, conversions, sales, or other results. Campaign performance depends on numerous factors outside Pragma’s control, including Media Platform behavior, market conditions, creative, audience quality, and Customer’s offering and checkout experience.

6. Customer Audience Data; Data Protection

6.1 Definitions

“Customer Audience Data” means data made available by or on behalf of Customer for use in building targeting and custom or lookalike audiences for the campaigns, including customer lists, site-visitor data, pixel/tag data, and purchaser data. “Personal Data” means information within Customer Audience Data that identifies or could reasonably be linked to an individual.

6.2 Platform Audience Sharing (Preferred Method)

Where supported, Customer will make Customer Audience Data available to Pragma through the applicable Media Platform’s audience-sharing or business-manager tools by granting the Pragma Ad Account permission to target the resulting audiences. In such case, no Personal Data is transferred to Pragma; Pragma may target the shared audiences on Customer’s behalf but will not attempt to access, export, extract, view, or reconstruct the underlying Personal Data.

6.3 Direct Provision of Data

To the extent Customer elects, or it is necessary, to provide Customer Audience Data containing Personal Data directly to Pragma, Pragma will: (a) process such Personal Data solely to perform the Paid Media Services for Customer and to build targeting and audiences for Customer’s campaigns; (b) not use such Personal Data for its own purposes, for any other customer, or to enrich its own products or networks; (c) not sell or “share” (as those terms are defined under applicable privacy laws) such Personal Data; (d) maintain reasonable administrative, technical, and organizational safeguards appropriate to the data; (e) limit access to personnel who need it to perform the Services; and (f) delete or, at Customer’s election, return such Personal Data upon completion of the applicable campaign or upon Customer’s earlier written request, except for copies required to be retained by law.

6.4 Data License

Customer grants Pragma a limited, non-exclusive, non-transferable, revocable license to use Customer Audience Data solely to perform the Paid Media Services during the term of the applicable Insertion Order. Pragma acquires no ownership of Customer Audience Data.

6.5 Roles; Compliance

With respect to Personal Data provided under Section 6.3 of this Part III, Pragma acts as Customer’s service provider / processor and will process such Personal Data only on Customer’s documented instructions as set out in this Part III and the applicable Insertion Order. Each party will comply with the privacy and data protection laws applicable to it. Customer represents that it has provided all notices and obtained all consents and permissions necessary for Pragma to process Customer Audience Data as contemplated. The parties will enter into a separate data processing addendum if required by applicable law or reasonably requested by either party.

6.6 Pragma Data

As between the parties, Pragma owns all data it independently collects through the Pragma Ad Accounts, the FirstLook platform, and the creators.gg and player.gg networks, and all aggregated and de-identified campaign and optimization data, subject to applicable privacy laws and this Agreement. Customer’s access is limited to the reporting described in Section 8 of this Part III and does not include access to Pragma’s underlying pixel, audience, or network data.

7. Creative; Content; Intellectual Property

7.1 Customer Materials

Customer grants Pragma a non-exclusive, worldwide, royalty-free license, during the term of the applicable Insertion Order, to use, reproduce, adapt, edit, assemble, and display Customer’s names, logos, trademarks, bundle and product assets, and other materials provided by Customer (“Customer Materials”) as reasonably necessary to plan, produce, and deliver the campaigns and the Paid Media Services.

7.2 Creator Content

Content produced through the Platform’s creator programs (“Creator Content”) is subject to the rights, ownership, and restrictions set forth in Part II of this Agreement and the Player Terms. Subject to those terms and to any Media Platform restrictions, Pragma grants Customer a non-exclusive, worldwide license, during the term of the applicable Insertion Order and for any tail period specified therein, to use, display, and promote the Creator Content produced for Customer’s campaigns in connection with the advertising and promotion of the applicable Customer offerings. Customer will observe any attribution, usage, or durational limitations applicable to the Creator Content. Except for the licenses expressly granted in this Part III, each party retains all right, title, and interest in and to its own intellectual property.

8. Reporting

Pragma will provide Customer with access to a FirstLook reporting environment through which Customer may monitor campaign performance, and will provide periodic performance reporting (which may include spend, impressions, clicks, engagement, and conversions) at the cadence set forth in the applicable Insertion Order. Use of the FirstLook environment is governed by the terms Customer accepts upon account creation.

9. Term; Cancellation; Termination

9.1 Term

This Part III applies for so long as any Insertion Order that includes the Paid Media Services remains in effect.

9.2 Wind-Down; Survival

Cancellation and termination of the Paid Media Services are governed by the applicable Insertion Order. Upon any expiration or termination, Pragma will use commercially reasonable efforts to pause and wind down in-flight media in an orderly manner; Customer will remain responsible for Media Spend and non-cancellable commitments incurred or committed through the effective wind-down; and Section 3 of this Part III (Ownership of Campaign Infrastructure) survives.

10. Disclaimer; Allocation of Risk

Except as expressly stated, the Paid Media Services are provided “as is.” The warranty disclaimers, indemnification, and limitation-of-liability provisions of Part I apply to the Paid Media Services as if they were the “Service” thereunder.

Part IV — Third-Party Platform Program Terms

This Part IV governs Customer’s participation, through Pragma, in creator-incentive, co-promotion, or similar promotional programs operated by third-party platforms (each, a “Platform Program”), such as TikTok’s Gaming Incentive Program, under which the third-party platform (the “Program Platform”) pays participating creators or otherwise operates the promotion out of a budget funded by or on behalf of Customer. This Part IV applies only if and to the extent an Order or Insertion Order includes a Platform Program (a “Managed Platform Program”). Capitalized terms used but not defined in this Part IV have the meanings given to them in Part I or the applicable Insertion Order.

1. Program Structure; Pragma as Principal for Customer’s Benefit

Pragma has entered, or will enter, into agreements with the applicable Program Platform (including co-promotion agreements, statements of work, and authorization letters, collectively, the “Program Documents”) under which Pragma participates in the Platform Program. Pragma enters into the Program Documents in its own name, as principal and not as Customer’s agent, but for Customer’s benefit and account. Pragma will operate and manage Customer’s Platform Program campaign as set forth in the applicable Insertion Order. Customer is not a party to the Program Documents and has no direct rights against, or recourse to, the Program Platform under them. This Part IV and the applicable Insertion Order set out the terms on which Customer funds the campaign, provides the rights and materials Pragma needs to perform under the Program Documents, and stands behind the corresponding obligations Pragma undertakes to the Program Platform on Customer’s behalf.

2. Program Platform Accounts

If the Program Platform requires Customer, rather than Pragma, to hold an account, publisher platform registration, or similar credential to run the Platform Program campaign (a “Program Account”), Customer will: (a) register for and hold the Program Account in Customer’s own name; (b) review and accept the Program Platform’s applicable terms and conditions (the “Program Account Terms”) directly, and remain responsible for compliance with them as the account holder; and (c) add Pragma (and Pragma’s designated personnel) as a manager or authorized user of the Program Account, with the access and permissions Pragma reasonably needs to set up, fund, operate, optimize, and report on the campaign on Customer’s behalf. If any Program Documents are drafted as though Pragma will hold the Program Account, the parties will implement the Platform Program consistent with the Program Platform’s actual requirements, and, as between Customer and Pragma, Customer assumes the account-holder obligations under the Program Account Terms. Pragma will operate the Program Account only within the scope authorized by Customer, this Part IV, and the applicable Insertion Order.

3. Program Budget; Funding

3.1 Program Budget

Customer funds the campaign budget out of which the Program Platform pays creators or otherwise operates the promotion (the “Program Budget”), in the amount set forth in the applicable Insertion Order. The Program Budget may be changed only by written agreement of the parties (email sufficient) and, where applicable, as reflected within the Program Platform’s systems.

3.2 Pass-Through

The Program Budget is Customer-funded and passed through to the Program Platform at cost.

3.3 Pre-Funding

Unless the applicable Insertion Order provides otherwise, Customer will pre-fund the Program Budget and the Program Fee to Pragma in cleared funds before Pragma’s payment to the Program Platform becomes due, and in any event prior to campaign launch. Amounts pre-funded under this Section are non-refundable fees paid to Pragma for services to be performed and are not held by Pragma on Customer’s behalf. Pragma is not obligated to commit the campaign to the Program Platform until such amounts are received.

3.4 Firm; Non-Refundable

Once Pragma has committed the campaign to the Program Platform, Customer’s funding obligation for the Program Budget is firm and non-cancellable, and amounts are non-refundable except to the extent Pragma actually recovers them from the Program Platform.

4. Program Fee

In consideration of Pragma brokering and managing the Managed Platform Program, Customer will pay Pragma the program fee set forth in the applicable Insertion Order (the “Program Fee”). The Program Fee is in addition to, and not part of, the Program Budget, is earned upon Pragma placing the campaign with the Program Platform, and is non-refundable. Pragma may invoice the Program Fee together with, or as part of, the pre-funding request under Section 3 of this Part IV.

5. Intellectual Property Rights; License Pass-Through

5.1 License to Pragma (with Pass-Through to the Program Platform)

Customer grants Pragma a worldwide, royalty-free, fully paid, sublicensable license to use, reproduce, distribute, transmit, publicly perform, publicly display, and adapt Customer’s game(s), names, logos, trademarks, and other marks (“Marks”), and any photography, video, audio-visual, gameplay, and other content and materials Customer provides or makes available for the Platform Program, including any name, image, likeness, and voice of individuals appearing therein (collectively, “Program Content” and, together with the Marks, the “Program Materials”), in each case to the extent necessary for Pragma to perform under the Managed Platform Program and to grant the Program Platform and its affiliates the rights Pragma is required to grant under the Program Documents. Customer authorizes Pragma to sublicense and pass through these rights to the Program Platform and its affiliates on the terms set out in the Program Documents, which Customer acknowledges may include a broad, worldwide, sublicensable, royalty-free license to the Program Content that, as to content posted on the Program Platform, may be perpetual and irrevocable and survive termination.

5.2 Ownership

As between Customer and Pragma, Customer retains all right, title, and interest in and to the Program Materials, subject to the licenses granted above. Pragma acquires no ownership in the Program Materials.

5.3 Customer Rights Warranty

Customer represents, warrants, and covenants that: (a) it owns, controls, or has secured all of the rights, consents, licenses, permissions, and clearances necessary to provide the Program Materials and to grant the licenses in this Section 5, including all rights in any name, image, likeness, and voice of individuals appearing in the Program Content; (b) the Program Materials, and Pragma’s and the Program Platform’s use of them as contemplated by this Part IV, the applicable Insertion Order, and the Program Documents, will not violate, infringe, or misappropriate the intellectual property, privacy, publicity, or other rights of any third party, or violate any applicable law; and (c) neither Customer nor its affiliates is engaged in any activity prohibited by the Program Platform’s policies (including any online gambling activities where prohibited). These warranties are made for the benefit of Pragma and are intended to stand behind, on a back-to-back basis, the corresponding representations and warranties Pragma makes to the Program Platform under the Program Documents.

6. Prizes

If the Platform Program includes prizes, rewards, codes, or similar items for participating creators or users (“Prizes”), Customer is solely responsible for the Prizes. Customer will: (a) provide all Prizes and agree the Prize types and reward tiers with Pragma (email sufficient); (b) fulfill all Prize orders, whether through redeemed codes or by physically sending Prizes to winners, and bear all associated costs; (c) provide any support required for Prize fulfillment at its own expense; and (d) be responsible for any issue, claim, or occurrence arising from or relating to the Prizes. This mirrors, and stands behind, any Prize-related obligations Pragma owes the Program Platform under the Program Documents, so that Prize responsibility rests with Customer and does not remain with Pragma.

7. Indemnification

In addition to Customer’s indemnification obligations under Section 5 of Part I, Customer will defend, indemnify, and hold harmless Pragma and its affiliates and their respective officers, directors, employees, agents, and representatives from and against all losses, damages, claims, liabilities, fees, costs, and expenses (including reasonable outside attorneys’ fees) arising out of or relating to: (a) any breach or alleged breach of Customer’s representations, warranties, or covenants in Section 5 of this Part IV (including any claim that the Program Materials, or Pragma’s or the Program Platform’s authorized use of them, infringe, misappropriate, or violate any third-party or other right); (b) the Prizes, including any Prize-related issue, claim, fulfillment failure, or occurrence under Section 6 of this Part IV; (c) Customer’s game(s) and the Program Content; and (d) Customer’s breach of this Part IV, the applicable Insertion Order, or the Program Account Terms. Without limiting the foregoing, Customer’s indemnity expressly covers any indemnification, defense, or similar obligation Pragma owes the Program Platform under the Program Documents to the extent arising from or relating to the Program Materials, Customer’s game(s), or the Prizes. The intent is that the IP-ownership warranty, the Prize indemnity, and the related liabilities that Pragma undertakes to the Program Platform as principal are passed through to, and borne by, Customer.

8. Customer Obligations

• Account. Establish and hold any required Program Account, accept the Program Account Terms, and add Pragma as manager, per Section 2 of this Part IV.

• Funding. Pre-fund the Program Budget and pay the Program Fee, per Sections 3 and 4 of this Part IV.

• Materials and Rights. Provide the Program Materials Pragma reasonably requests, in the formats and to the specifications required by the Program Platform, and grant the rights in Section 5 of this Part IV.

• Prizes. Provide and fulfill any Prizes, per Section 6 of this Part IV.

• Approvals. Provide, or approve/reject, creative and campaign approvals within the timeframes required under the Program Documents (as specified in the applicable Insertion Order; failure to respond within the specified period may be treated as approval where the Program Documents so provide).

• Compliance. Comply with all applicable laws and any applicable Program Account Terms in connection with the Platform Program.

9. Pragma Responsibilities

Pragma will: (a) enter into and administer the Program Documents with the Program Platform as principal for Customer’s benefit; (b) set up, fund, operate, optimize, and manage the Platform Program campaign as set forth in the applicable Insertion Order; (c) remit the Program Budget to the Program Platform; (d) coordinate approvals between Customer and the Program Platform; and (e) provide Customer with the campaign reporting reasonably available to Pragma from the Program Platform. Pragma will perform in a professional and workmanlike manner but does not assume, and Customer does not acquire, any rights or obligations of the Program Platform.

10. No Performance Guarantee

Each Platform Program is operated by the applicable Program Platform. Pragma does not control, and does not guarantee, any specific number of creator sign-ups, posts, views, impressions, engagement, or results. Campaign outcomes depend on numerous factors outside Pragma’s control, including the Program Platform’s behavior and the Platform Program’s operation, market conditions, creative, and Customer’s game and offering.

11. Term and Termination

This Part IV applies for so long as any Insertion Order that includes a Managed Platform Program remains in effect. Upon termination or expiration of any such Insertion Order: (a) Pragma will wind down the campaign in an orderly manner to the extent it is able to under the Program Documents; (b) Customer remains responsible for the Program Budget and any other amounts already committed to or incurred with the Program Platform, all non-cancellable commitments, all accrued Program Fees, and all Prize obligations; and (c) Sections 5 (as to rights already granted or content already posted), 6, 7, and 10 of this Part IV survive. Termination of an Insertion Order does not, by itself, terminate the Program Documents, which are governed by their own terms.