Breef FLEX Terms

1. Introduction and Acceptance

1.1 These Breef FLEX Terms of Use (the "FLEX Terms") govern participation in the Breef FLEX program ("Breef FLEX" or the "Program") offered by Breef Inc. ("Breef," "we," "us"). They form a binding agreement between Breef and the company or organization that participates (the "Client," "you").

1.2 Before participating, a Client must sign a Breef FLEX Credit and Service Agreement with Breef (the "FLEX Agreement"). The FLEX Agreement sets out the Committed Amount, the Breef Fees and any Client-specific terms. No Client may participate without a signed FLEX Agreement.

1.3 Breef FLEX is offered in addition to Breef's general Terms of Use (the "Breef Terms"), which continue to govern your use of the Breef platform. If documents conflict, the order of precedence is: (a) the FLEX Agreement; (b) these FLEX Terms; (c) the Breef Terms; and (d) any Project Agreement, but only as to that Project's scope.

1.4 By signing a FLEX Agreement, paying a Breef invoice for FLEX Credits, or using FLEX Credits, you accept these FLEX Terms. The individual accepting them for the Client represents that they are authorized to bind the Client.

1.5 Breef FLEX is available only to businesses and organizations. It is not offered to consumers or for personal, family or household purposes.

2. Definitions

Activation Fee: The fee in Section 9.3 for extending the Credit Term - 10% of the Unallocated Balance when the extension is granted.

Agency: An independent agency, studio, consultant or other provider engaged through the Breef platform.

Agency Services: Professional services performed by an Agency under a Project, such as branding, web design and development, paid social management, content creation, SEO, public relations, graphic design, influencer and UGC management, and email marketing. Excludes Pass-Through Costs.

Allocated: Committed to a specific Project through a Project Agreement signed or accepted on Breef. "Allocate" and "Allocation" have matching meanings.

Breef Boost or Boost Credits: Promotional credits issued under Section 7.

Breef Fees: The fees Breef charges for the Program and its services, as set out in the FLEX Agreement, including any platform, service, strategy or management fee, but excluding the Activation Fee and Surcharge.

Commitment Date: The date the FLEX Agreement is fully signed.

Committed Amount: The total amount the Client commits to Breef FLEX under the FLEX Agreement, which must be at least $10,000.

Credit Balance: The FLEX Credits available in the Client's account at a given time.

Credit Term: The period in which FLEX Credits must be Allocated: 7 months from the Commitment Date, plus any extension granted under Section 9.3.

Expiration Date: The last day of the Credit Term.

FLEX Credits: Prepaid, non-refundable platform credits issued by Breef under Section 4 and applied toward Agency Services selected on Breef, redeemable only as described in these FLEX Terms. Includes Boost Credits unless stated otherwise.

Pass-Through Costs: Amounts paid to third parties other than for Agency Services, including media and ad spend, paid placements, production costs (such as shoots, crew, talent, locations, equipment, printing and fabrication), licensing fees, software subscriptions, travel and expenses.

Project: A defined scope of work between the Client and one or more Agencies, sourced and managed through Breef.

Project Agreement: The statement of work, proposal or other document on Breef that sets out a Project's scope, deliverables and price.

Surcharge: The 3% charge on Pass-Through Costs described in Section 8.

Unallocated Balance: The part of the Credit Balance, excluding Boost Credits, that has not been Allocated.

3. Nature of FLEX Credits

3.1 Platform credits. Payment of the Committed Amount is an advance purchase of FLEX Credits for use on the Breef platform. FLEX Credits can be applied only toward Agency Services the Client selects and Allocates on Breef, and toward other amounts payable on Breef as these FLEX Terms describe.

3.2 Not money or a deposit. FLEX Credits are not money, currency, a deposit, a stored-value or prepaid access product, a gift card, a security or an investment. Breef does not hold funds in trust, escrow or a segregated account for the Client. Breef is not a bank, fiduciary or money transmitter. No interest accrues on any payment or Credit Balance.

3.3 Title to funds. All amounts paid to Breef become Breef's property when received. Breef may use and commingle them in its ordinary course of business. The Client's only right is to redeem FLEX Credits as set out here.

3.4 Breef's role. Breef provides the platform through which the Client finds, selects, contracts with and pays Agencies. Breef does not provide Agency Services. Agency Services are provided by the Agency the Client selects, under the Project Agreement. When the Client Allocates FLEX Credits to a Project, Breef applies them to the amounts due for that Project and settles with the Agency under Breef's separate agreement with it. The Client may not direct Breef to pay any amount to any person other than through a Project on Breef.

3.5 No cash value. FLEX Credits are denominated in US dollars. Each US$1.00 of FLEX Credits may be applied toward US$1.00 of amounts payable on Breef, as described in these FLEX Terms, but has no cash value outside Breef. FLEX Credits cannot be redeemed for cash, refunded, exchanged, sold, transferred, assigned, pledged or used as collateral, except as Breef agrees in writing. They may not be combined with other Breef promotions unless Breef agrees.

3.6 Account. Breef will show the Client's Credit Balance, Allocations and Expiration Date in the Client's Breef account or in periodic statements. Breef's records are conclusive, absent manifest error. The Client must report any discrepancy within 30 days of the statement or account display in which it first appears.

3.7 Limited payment collection agent. Under the Breef Terms, each Agency on the platform appoints Breef as its limited payment collection agent. The appointment is solely to accept payments from Clients for that Agency's Agency Services, on the Agency's behalf.

3.8 Payment to Breef is payment to the Agency. When FLEX Credits are Allocated to a Project, the Allocated amount is treated as received by the Agency. The Client's payment obligation to the Agency for that amount is then satisfied in full, whether or not Breef has remitted it to the Agency. The Client has no further payment liability to the Agency for that amount, and the Agency may not seek it from the Client.

3.9 Before Allocation. Until FLEX Credits are Allocated, amounts paid are held by Breef as payment for FLEX Credits on the platform, not on behalf of any Agency, and Section 3.3 applies.

3.10 Payment processing. Breef uses third-party licensed payment processors and banks to receive and remit funds. Breef does not offer payment, money transmission or other financial services to the Client, beyond acting as each Agency's limited payment collection agent. The Client's payments may also be subject to those processors' terms.

3.11 Payments outside Breef. Any payment the Client makes directly to an Agency for work on a Project does not reduce, replace or apply against the Credit Balance, and may breach Section 12.4.

4. Commitment, Invoicing and Payment

4.1 Commitment. The Client commits by signing the FLEX Agreement. No amount is charged before signing. The minimum Committed Amount: $10,000.

4.2 Breef invoice. After signing, Breef will issue an invoice for the Committed Amount in Breef's own form. Breef's invoice is the only billing document for the Program. Breef is not required to use the Client's invoice templates, supplier portals or billing formats, but may do so as a courtesy. Doing so does not change these FLEX Terms.

4.3 Purchase orders. The Client may issue a purchase order for its internal purposes. Any terms in or referenced by a purchase order, vendor portal or other Client document are void and do not bind Breef, even if Breef accepts or acknowledges that document.

4.4 Payment. The Client must pay the invoice in full, in US dollars, by wire transfer or ACH to the account on Breef's invoice, within fifteen (15) days of the invoice date or by any earlier date in the FLEX Agreement. Payment must be net of all bank charges, which the Client bears. Breef may refuse partial payments or treat them as payment on account.

4.5 Issuance of credits. Breef will issue FLEX Credits equal to the Committed Amount, less any Breef Fees deducted under Section 5, within five (5) business days of receiving cleared funds. The FLEX Agreement is not effective, and no FLEX Credits exist, until Breef receives cleared funds. If the Client does not pay on time, Breef may cancel the FLEX Agreement and any promotional terms. Breef does not guarantee that payment made after the Client's fiscal year-end can be applied to that fiscal year.

4.6 Client approvals and compliance. The Client represents and warrants that its commitment and payment: (a) are authorized under its internal budget, procurement and approval policies; (b) do not breach any law, regulation, grant condition, appropriation rule or contract that binds it; and (c) are not made to hide, misstate or improperly carry forward funds. The Client is solely responsible for these matters.

4.7 Late payment and chargebacks. Overdue amounts accrue interest at the lesser of 1.5% per month or the highest rate permitted by law. The Client must not initiate any chargeback, reversal or recall of a payment. If a payment is reversed, Breef may reverse the related FLEX Credits, suspend the Client's account and recover the amount, plus collection costs and reasonable attorneys' fees.

5. Breef Fees

5.1 Earned on receipt. Breef Fees are fully earned when Breef receives payment. They compensate Breef for making the Program available, reserving capacity, strategy and scoping support, and administering the Client's account, whether or not the Client later redeems any FLEX Credits.


5.2 Immediate deduction. Breef may deduct all Breef Fees from the Committed Amount immediately on receipt, before issuing FLEX Credits, or at any later time from the Credit Balance. Breef may also invoice Breef Fees separately. The FLEX Agreement will state the method.


5.3 Project fees. Unless the FLEX Agreement says otherwise, Breef's standard platform fees on Projects apply when FLEX Credits are redeemed, and Breef may deduct them from the Credit Balance when a Project is Allocated or invoiced.


5.4 Non-refundable. Breef Fees, the Activation Fee and the Surcharge are non-refundable in all circumstances, including if FLEX Credits expire, are forfeited, or are never used.

6. Permitted Use

6.1 Breef only. FLEX Credits may be redeemed only on the Breef platform for Projects sourced, contracted and managed through Breef. They may not be used for any work, provider or payment arranged outside Breef.

6.2 Agency Services. FLEX Credits are intended for Agency Services. They may be used for Pass-Through Costs only as permitted in Section 8.

6.3 Redemption. FLEX Credits are redeemed when a Project is Allocated. Breef will draw down the Credit Balance by the Project price (and any applicable Breef Fees, Surcharge and taxes) when the Project Agreement is signed or accepted, or on the Project's billing schedule, as Breef determines. If Project costs exceed the Credit Balance, the Client must pay the excess on Breef's standard terms.

6.4 Scoping. The Client does not need to identify Projects when committing. Breef will help scope Projects when the Client is ready, within the Credit Term. Breef does not guarantee that a particular Agency, service, timeline or price will be available.6.5 Ineligible uses. FLEX Credits may not be used for: (a) salaries, employee costs or services performed by the Client's own staff; (b) goods or services for resale; (c) any unlawful purpose or content; or (d) any purpose that breaches the Breef Terms.

7. Breef Boost (5% bonus)

7.1 Amount. When FLEX Credits are Allocated to Agency Services within the Credit Term, Breef will issue Boost Credits equal to 5% of the FLEX Credits so Allocated. For example, Allocating $80,000 of FLEX Credits to Agency Services earns $4,000 in Boost Credits.

7.2 Agency Services only. No Boost Credits are issued on Pass-Through Costs, Breef Fees, the Surcharge, the Activation Fee, taxes, or amounts paid other than with FLEX Credits. Boost Credits do not earn further Boost Credits.

7.3 Use. Boost Credits may be used only for Agency Services on Breef. They expire on the Expiration Date with the rest of the Credit Balance, unless Allocated before then.

7.4 Promotional nature. Boost Credits are a promotional discount. They are not purchased, have no cash value, and are never refundable or payable in cash. Breef may reverse Boost Credits if the related Allocation is cancelled, reduced or refunded, or if they were issued in error or obtained through a breach of these FLEX Terms.

7.5 Order of use. Unless Breef decides otherwise, Boost Credits are applied after purchased FLEX Credits.

8. Ads, production and other Pass-Through Costs

8.1 Permitted with Breef's approval. At Breef's discretion, the Client may use FLEX Credits for Pass-Through Costs that are part of a Project on Breef, such as ad spend managed by an Agency or production costs for a campaign.

8.2 3% Surcharge. A Surcharge of 3% of the Pass-Through Costs applies to every such use. The Client pays the Surcharge. Breef may deduct it from the Credit Balance when the Pass-Through Costs are Allocated or incurred, or invoice it to the Client, payable within fifteen (15) days.

8.3 No Boost. Pass-Through Costs and the Surcharge do not earn Boost Credits. Boost Credits may not be used for Pass-Through Costs.

8.4 Classification. Breef decides in good faith whether an amount is an Agency Service or a Pass-Through Cost, based on the Project Agreement and the Agency's invoice. Where a Project mixes both, Breef may apportion it.

8.5 Third-party terms. Pass-Through Costs may be subject to third-party platform or vendor terms, such as ad platform policies. Breef is not responsible for third-party performance, pricing, policy changes, account suspensions or results.

9. Credit Term, Extension and Forfeiture

9.1 7-month Credit Term. All FLEX Credits, including Boost Credits, must be Allocated to a Project within 7 months of the Commitment Date. The Expiration Date will appear in the FLEX Agreement and the Client's Breef account.

9.2 Allocated credits. FLEX Credits Allocated to a Project before the Expiration Date stay available for that Project under its Project Agreement, even if work continues after the Expiration Date. If a Project is cancelled, reduced or completed under budget after the Expiration Date, the released FLEX Credits are forfeited under Section 9.4 and do not return to the Credit Balance. If this happens before the Expiration Date, they return to the Unallocated Balance.

9.3 One 30-day extension. Breef may, at its sole discretion, extend the Credit Term once, by 30 days, subject to these conditions:(a) the Client must request the extension in writing at least ten (10) days before the Expiration Date; (b) the Client must pay an Activation Fee of 10% of the Unallocated Balance at the time the extension is granted, for example $5,000 on a $50,000 Unallocated Balance;

9.4 Forfeiture. Any FLEX Credits, including Boost Credits, not Allocated to a Project by the end of the Credit Term are automatically and permanently forfeited without further notice. Forfeited amounts become Breef's sole property. The Client has no further right, title or claim to them, and they will not be refunded, credited, reinstated or paid in cash.

9.5 Acknowledgment. The Client acknowledges that: (a) the Credit Term, the Activation Fee and forfeiture are fundamental to the Program and reflect Breef's commitment of capacity and the Boost offered; (b) the Client has a full and fair opportunity to use its FLEX Credits during the Credit Term; and (c) forfeiture is part of the agreed price of the Program, not a penalty.

9.6 Reminders. Breef intends to send reminders of the Unallocated Balance and Expiration Date, for example 60 and 14 days before the Expiration Date. Failure to send or receive a reminder does not extend the Credit Term or prevent forfeiture.

9.7 Applicable law. If any law requires a longer term or different treatment for unused FLEX Credits, this Section applies to the fullest extent that law permits.

10. No Refunds

10.1 All sales final. All payments under the Program, including the Committed Amount, Breef Fees, the Surcharge and the Activation Fee, are final and non-refundable. This applies in full, including where the Client: (a) does not use some or all of its FLEX Credits; (b) changes its budget, strategy, leadership or business; (c) is dissatisfied with an Agency, where the Breef Terms' remedies for Agency issues apply instead; (d) ends its relationship with Breef; or (e) has its account suspended or terminated for breach.

10.2 Only exception. The only exception is where applicable law requires a refund despite this Section.

10.3 Project remedies. Remedies for an Agency's non-performance, such as re-matching or crediting the Credit Balance, are available only as set out in the Breef Terms or the Project Agreement. Any such credit is a FLEX Credit subject to these FLEX Terms, not cash.

11. Taxes and Accounting Treatment

11.1 Prices exclude tax. All amounts are exclusive of sales, use, value-added, goods and services, gross receipts, excise, digital services, withholding and similar taxes, duties and levies ("Taxes"). The Client is responsible for all Taxes on the Program, FLEX Credits and services provided under them, except taxes on Breef's net income, property and employees.

11.2 Collection timing. Breef may charge Taxes when FLEX Credits are purchased, when they are redeemed, or both, as it determines applicable law requires. Breef may deduct Taxes due on redemption from the Credit Balance or invoice them. If Breef is later found to owe Taxes it did not collect, the Client will reimburse Breef on demand, with any related interest and penalties not caused by Breef's negligence.

11.3 Exemptions. A Client claiming a Tax exemption must provide a valid exemption certificate before invoicing. Otherwise, Breef may charge Taxes.

11.4 Withholding. If the Client must withhold Taxes from any payment by law, it will increase the payment so that Breef receives the full amount it would have received without withholding. The Client will provide official receipts for any amounts withheld.

11.5 Client's accounting. The Client is solely responsible for how it records, classifies and reports the Committed Amount, FLEX Credits, Boost Credits, forfeitures and fees in its own books, budgets, financial statements and tax filings, including which fiscal period any amount is charged to. Breef makes no representation or warranty about that treatment, including whether the Committed Amount may be expensed or treated as spent in any period.

11.6 Breef's accounting. Breef accounts for payments, fees, Boost Credits and forfeitures under its own accounting policies. The Client has no right to review or approve that treatment.

11.7 No advice. Nothing Breef says, including on the Breef FLEX website, is tax, accounting, legal or financial advice. The Client should consult its own advisors.

11.8 Tax information. The Client will give Breef the tax forms and information Breef reasonably requests, such as a Form W-9. Breef's invoices will show the details required for a valid tax invoice where applicable.

12. Agency Services and Breef's Role

12.1 Performance by Agencies. Agency Services are provided by Agencies, not by Breef. Agencies are independent businesses, not Breef's employees, agents or subcontractors, and each Agency is solely responsible for the Agency Services it provides. Deliverables, timelines and acceptance criteria are set in each Project Agreement. Breef's obligations for Agency performance are only those in the Breef Terms and the Project Agreement.

12.2 Matching. Breef will use commercially reasonable efforts to match the Client with suitable Agencies. Breef does not guarantee any particular Agency, result, return on investment or campaign performance. Any marketing statement about fit or quality is not a warranty.

12.3 Intellectual property. Ownership of deliverables is governed by the Breef Terms and the Project Agreement. Where these are silent, deliverables transfer to the Client once the related FLEX Credits have been redeemed and all other amounts are paid.

12.4 Non-circumvention. The non-circumvention and non-solicitation provisions of the Breef Terms apply in full. The Client will not engage, pay or contract with any Agency introduced through Breef outside the Breef platform during the Credit Term and for twelve (12) months afterwards. If it does, Breef may: (a) forfeit the Client's remaining Credit Balance; and (b) recover the fees set out in the Breef Terms, in addition to any other remedy.

12.5 Client responsibilities. The Client will give Agencies timely access to information, approvals and materials. Delays caused by the Client do not extend the Credit Term.

13. Disclaimers, limitation of liability and indemnification

13.1 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE FLEX TERMS, THE PROGRAM, FLEX CREDITS AND THE BREEF PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, BREEF DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. BREEF DOES NOT WARRANT THE PERFORMANCE, CONDUCT OR RESULTS OF ANY AGENCY OR THIRD PARTY.

13.2 Exclusion of damages. TO THE FULLEST EXTENT PERMITTED BY LAW, BREEF WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUDGET, BUSINESS, GOODWILL OR DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

13.3 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, BREEF'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PROGRAM, THESE FLEX TERMS OR THE FLEX AGREEMENT WILL NOT EXCEED THE BREEF FEES ACTUALLY RECEIVED BY BREEF FROM THE CLIENT UNDER THE FLEX AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. AMOUNTS PAID OR PAYABLE TO AGENCIES OR FOR PASS-THROUGH COSTS DO NOT COUNT TOWARD THE CAP.

13.4 Forfeiture is not a loss. The expiry or forfeiture of FLEX Credits under Section 9, or a decision not to grant an extension, is not a loss or damage for which Breef is liable.

13.5 Basis of the bargain. The disclaimers and limits in this Section are an essential part of the Program's pricing, including the Boost. They apply even if a limited remedy fails of its essential purpose.

13.6 Client indemnity. The Client will defend, indemnify and hold harmless Breef and its affiliates, officers, directors, employees and agents from and against all third-party claims, losses, liabilities, damages, Taxes, penalties, costs and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) the Client's breach of these FLEX Terms, the FLEX Agreement or the Breef Terms, including the representations in Section 4.6; (b) the Client's materials, instructions or content; (c) Taxes for which the Client is responsible; or (d) the Client's violation of law.

13.7 Indemnity procedure. Breef will notify the Client promptly of any claim, allow the Client to control the defense with counsel reasonably acceptable to Breef, and give reasonable cooperation at the Client's cost. The Client may not settle a claim in a way that imposes an obligation or admission on Breef without Breef's written consent.

14. Suspension, Termination and Changes

14.1 Suspension. Breef may suspend the Client's use of FLEX Credits immediately if: (a) any amount is overdue; (b) a payment is reversed or charged back; (c) Breef reasonably suspects fraud, misuse or a breach of Section 12.4; or (d) the Client materially breaches these FLEX Terms or the Breef Terms. Suspension does not extend the Credit Term.

14.2 Termination for Client breach. Breef may terminate the Client's participation on written notice if the Client materially breaches these FLEX Terms, the FLEX Agreement or the Breef Terms and does not cure the breach within ten (10) days of notice (or immediately, for a breach that cannot be cured). On such termination, all FLEX Credits are forfeited and all unpaid amounts become due immediately.

14.3 Client insolvency. If the Client becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy or similar proceedings, Breef may suspend or terminate its participation to the extent the law permits.

14.4 Program changes. Breef may change, suspend or end the Program for new commitments at any time. If Breef ends the Program, FLEX Credits already issued stay redeemable under these FLEX Terms until their Expiration Date.

14.5 Changes to these FLEX Terms. Breef may update these FLEX Terms by posting a revised version. Updates apply to commitments made after the posting date. For existing FLEX Credits, an update will not shorten the Credit Term, reduce the Boost or increase the Surcharge or Activation Fee without the Client's written consent. FLEX Credits keep the Credit Term, Boost rate, Surcharge and Activation Fee in force on their Commitment Date for their full life, including Allocations made after an update. Breef may apply more favorable terms to existing FLEX Credits at any time.

14.6 Survival. Sections 3, 5, 9.4, 9.5, 10, 11, 12.4 and 13 to 16 survive any expiry or termination.

15. Governing law and dispute resolution

15.1 Governing law. These FLEX Terms, the FLEX Agreement and any dispute arising from them are governed by the laws of the State of Colorado, without regard to its conflict-of-laws rules.

15.2 Informal resolution. Before starting arbitration, a party must send the other a written notice describing the dispute. The parties will then try in good faith to resolve it for 30 days, including through a meeting of senior executives.

15.3 Arbitration. Any unresolved dispute, claim or controversy arising out of or relating to the Program, these FLEX Terms or the FLEX Agreement, including their formation, interpretation, breach, termination, enforceability or validity, and the arbitrability of any claim, will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. Key terms:

• Arbitrator: one arbitrator.
• Seat and venue: Denver, Colorado, or another location the parties agree. Hearings may be held by video.
• Language: English.
• Award: the arbitrator will issue a reasoned written award. Judgment on it may be entered in any court with jurisdiction.
• Law: the Federal Arbitration Act governs this Section.
• Confidentiality: the arbitration and any award are confidential, except as needed to enforce the award or as required by law.

15.4 Exceptions. Either party may: (a) seek temporary, preliminary or injunctive relief in court to protect its intellectual property, confidential information or rights under Section 12.4; and (b) bring an individual action in small claims court. Breef may also bring an action in court to collect undisputed unpaid amounts.

15.5 No class or collective actions. Claims must be brought only in a party's individual capacity. They may not be brought as a plaintiff or class member in any class, consolidated, collective or representative proceeding.

15.6 Fees and costs. The prevailing party in any arbitration or court proceeding is entitled to recover its reasonable attorneys' fees, costs and arbitration fees.

15.7 Courts. For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Denver County, Colorado.15.8 Time limit. Any claim against Breef must be brought within one year after it arises, or it is permanently barred, to the extent the law permits.

16. General provisions

16.1 Entire agreement. These FLEX Terms, the FLEX Agreement, the Breef Terms and any Project Agreements form the entire agreement on the Program. They replace all prior proposals, discussions and marketing materials, including statements on the Breef FLEX website.

16.2 Assignment. The Client may not assign or transfer these FLEX Terms, the FLEX Agreement or any FLEX Credits, including through a merger, change of control or sale of assets, without Breef's prior written consent. Breef may assign them freely, including to an affiliate or a successor.

16.3 Subcontracting. Breef may use affiliates and service providers to operate the platform and perform its obligations. Agencies are not Breef's subcontractors.

16.4 Confidentiality. The terms of the FLEX Agreement, including pricing and fees, are Breef's confidential information. The Client may disclose them only to its employees, auditors and advisors who need to know and are bound by confidentiality duties.

16.5 Publicity. Breef may identify the Client as a Breef FLEX participant and may include its committed amounts in aggregate, anonymized Program statistics. Using the Client's name or logo in marketing requires the Client's consent, which it may give in the FLEX Agreement.

16.6 Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, other than payment obligations. A force majeure event does not extend the Credit Term unless Breef agrees in writing.

16.7 Notices. Notices to Breef must be in writing and sent to legal@breef.com, with a copy to 3003 E 3rd Ave, Ste 201, Denver CO 80206. Notices to the Client may be sent to the email address in the FLEX Agreement or the Client's Breef account. Email notices take effect when sent, unless a bounce-back is received.

16.8 Electronic signatures and records. The FLEX Agreement and any related document may be signed electronically. Electronic records have the same effect as originals.

16.9 Severability and waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the rest will remain in effect. A failure or delay in enforcing a provision is not a waiver.

16.10 Relationship. The parties are independent contractors. Nothing in these FLEX Terms creates a partnership, joint venture, agency, fiduciary or employment relationship.

16.11 No third-party beneficiaries. No Agency or other third party has any rights under these FLEX Terms.

16.12 Interpretation. Headings are for convenience only. "Including" means "including without limitation." No provision will be construed against a party because it drafted it.

16.13 Updates to these FLEX Terms. Breef may update these FLEX Terms at any time by posting a revised version on the Breef website, with a new "Last updated" date. It is the Client's responsibility to check for and stay up to date with the latest version. Continued participation in the Program or use of FLEX Credits after an update is posted means the Client accepts the updated FLEX Terms, subject to Section 14.5.

16.14 Contact. Questions about Breef FLEX can be sent to hello@breef.com.