Combined Terms and Conditions, Privacy Policy, Video Podcast Terms, and Contest Rules

1. Agreement; Parties; Order of Precedence

These Combined Terms and Conditions, Privacy Policy, Video Podcast Terms, and Contest Rules (the “Terms”) govern the purchase, use, access, acceptance, participation in, and receipt of products, services, contests, promotions, websites, platforms, media deliverables, marketing services, digital authority services, content services, advertising services, video and podcast services, website services, and related offerings provided by CGI Communications, Inc. d/b/a CGI Digital, HelloNation, NEXT!, and related brands and affiliates, and by HelloNation, Inc. where identified in an applicable order, website, or contest announcement (collectively, the “Company,” “CGI,” “CGI Digital,” “HelloNation,” “NEXT!,” “we,” “us,” or “our”).

The person or entity placing an order, signing or submitting an e-contract, approving a proposal, authorizing payment, accessing services, using deliverables, entering a contest, or otherwise accepting the benefit of the products or services is referred to as “Client,” “Sponsor,” “Participant,” “Entrant,” “you,” or “your,” as the context requires. If an individual accepts these Terms on behalf of a business or other organization, that individual represents that he or she has authority to bind that organization.

These Terms are incorporated into any electronic contract, order form, statement of work, proposal, invoice, service schedule, renewal notice, amendment, click-through acceptance, checkout page, email approval, written acceptance, contest website, contest announcement, or other written or electronic order document that references, links to, or incorporates them.

If there is a conflict between these Terms and a signed written agreement or order accepted by us, the signed written agreement or order controls only for the specific conflicting item and only for that order. A product-specific addendum, including the Video Podcast Package Addendum or Contest Official Rules, controls only for that product or contest. No salesperson, employee, contractor, representative, or partner may modify these Terms unless the modification is in writing and signed by an authorized officer of the Company.

These Terms are primarily for business-to-business products and services and are not sold for personal, family, or household use, except that the contest rules apply to eligible contest participants, including minors with required parent or legal guardian consent.

2. Products and Services

We provide digital marketing, media, content, visibility, authority, advertising, creative, website, analytics, distribution, video, podcast, and related services. Services may include authority sponsorships; video production; aerial video; commercial production; scriptwriting; editing; logo creation; graphic design; website design and development; WordPress websites; hosting; content delivery systems; content creation; blogging; SEO; SEM; Google Ads management; paid social advertising; advertising evaluations; analytics; Google Analytics; Google Tag Manager; conversion tracking; local listings; business profile pages; reputation monitoring and enhancement; review programs; survey tools; social media management; content calendars; reels; AI-assisted content; marketing reports; meetings; account management; SmartConnect; SeeSaw; Insights; Avatars; BirdEye; speed listings; press releases; media distribution; expert pages; local neighborhood websites; AI/LLM-recognition support; AEO; GEO; consulting; strategy; and related digital media, marketing, creative, posting, streaming, tracking, reporting, or consulting services.

Specific deliverables, timelines, pricing, budgets, included meetings, included revisions, service levels, and other business terms are those stated in the applicable order, e-contract, proposal, statement of work, invoice, subscription plan, or written amendment.

All products and services are custom, special-order business service commitments. Staffing, production scheduling, creative development, platform setup, campaign configuration, hosting resources, account management, vendor commitments, and opportunity costs may begin immediately after acceptance.

3. Fees, Payment, Recurring Billing, Term, Renewal, Cancellation, and Default

3.1 Fees and Payment Authorization

You agree to pay all fees, charges, budgets, pass-through costs, taxes, and other amounts stated in the applicable order or invoice. Fees are due without setoff, deduction, holdback, counterclaim, or delay. You authorize us and our payment processors to charge the credit card, debit card, ACH account, or other payment method you provide for all amounts due, including recurring fees, renewal fees, unpaid balances, late charges, returned-payment charges, chargeback reimbursement, third-party charges, media budgets, taxes, and collection costs.

3.2 Recurring Monthly Fees and Third-Party Costs

Unless an order states otherwise, recurring monthly fees are billed in advance. Advertising budgets, media spend, boosted-post spend, stock media, fonts, plugins, domains, hosting add-ons, licenses, premium tools, listings, review platforms, data vendors, translation, accessibility tools, or other third-party costs are separate from our service fees unless an order expressly states otherwise.

3.3 Term and Renewal

The initial term is the term stated in the applicable order. If no term is stated, the initial term is one year from the effective date of the order. For HelloNation fixed-term authority, content, media distribution, visibility, video, podcast, and related services, unless expressly stated otherwise in a signed writing, the service agreement may be a fixed contractual term of thirty-six months beginning on the effective date of the applicable order form or agreement.

After the initial term, the Agreement automatically renews on a month-to-month basis unless the order states a different renewal term or either party gives proper written non-renewal notice. Unless an order states a longer period, Client must give at least thirty days written notice before the end of the then-current term to stop renewal.

3.4 Non-Cancellable Commitments; Non-Refundability

Unless the order states otherwise, Client may not cancel for convenience during the initial term. The monthly payment amount is not a month-to-month fee when it is part of a fixed-term contract price divided into monthly installments for Client convenience. Client remains responsible for all fees due for the full term, plus third-party costs, committed expenses, and collection costs, subject to applicable law.

Setup fees, administrative fees, production fees, creative fees, hosting fees, management fees, media management fees, subscription fees, rush fees, account fees, press release fees, distribution fees, consulting fees, content fees, website fees, campaign fees, and amounts for work commenced, work performed, reserved capacity, scheduled work, work in progress, or third-party commitments are earned when charged and are non-refundable except where a refund is expressly required by applicable law or expressly stated in a written agreement signed by us.

3.5 Default, Suspension, Acceleration, and Collections

Amounts not paid when due may accrue late charges at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable costs of collection. If Client defaults, attempts to cancel early, refuses service, revokes payment authorization, initiates an improper chargeback, fails to cooperate, blocks performance, or otherwise prevents us from performing, all unpaid fees for the remainder of the then-current term may, at our election, become immediately due as liquidated damages and not as a penalty.

We may suspend or terminate any or all services immediately, without refund, if Client fails to pay when due, initiates or threatens a chargeback, provides false or incomplete information, refuses or fails to provide needed access or materials, violates platform rules or law, demands unlawful or deceptive conduct, submits infringing or harmful content, interferes with our work, becomes insolvent, abuses our personnel, or otherwise materially breaches the Agreement.

Payment is not contingent on advertising results, search rankings, AI visibility, platform approvals, leads, sales, calls, clicks, impressions, conversions, customer reviews, revenue, client satisfaction with subjective creative choices, third-party platform performance, or continued use of the deliverables.

4. Client Cooperation, Approvals, Access, and Accuracy

You must timely provide accurate business information, brand materials, logos, images, video, copy points, approvals, credentials, platform access, advertising account access, domain or hosting access, listing access, review platform access, intake responses, interviews, compliance requirements, and other materials reasonably needed to perform the services.

Unless an order states otherwise, deliverables, proofs, copy, campaigns, posts, websites, designs, scripts, reports, or other materials submitted for review are deemed approved if Client does not provide specific written comments within five business days after submission. We may rely on any approval or deemed approval.

Client delays automatically extend our deadlines and may require rescheduling, additional fees, or revised launch dates. We are not responsible for missed launch dates, missed advertising opportunities, ranking changes, stale data, expired offers, or campaign delays caused by Client delay, platform delay, third-party delay, or missing information.

Client is responsible for securing and maintaining account access, administrator privileges, domain ownership, platform credentials, multi-factor authentication, third-party permissions, and lawful authority for all accounts and properties. If we create, configure, or manage accounts, we may retain administrative access as reasonably necessary to provide services and protect our work until all amounts are paid.

We may rely on information Client provides. Client is responsible for verifying factual claims, pricing, offers, credentials, licenses, medical/legal/financial claims, regulated-industry claims, hours, locations, phone numbers, service areas, testimonials, endorsements, disclaimers, privacy notices, and compliance language before publication.

5. Advertising, SEO, AEO, AI Visibility, Websites, Hosting, and Third-Party Platforms

5.1 No Guaranteed Results

Digital marketing, media, public relations, search visibility, AI visibility, platform visibility, lead generation, audience growth, ranking, revenue, and brand recognition depend on many factors outside our control, including algorithms, competition, market demand, budgets, bidding, account history, website conditions, consumer behavior, reviews, platform policies, tracking limitations, privacy restrictions, browser settings, and third-party data. We do not guarantee rankings, placement, impressions, reach, clicks, calls, leads, sales, conversions, reviews, ratings, revenue, return on ad spend, search engine rankings, AI or LLM citations, mentions, recommendations, press pickups, media placements, backlinks, permanent publication, indexing, distribution, or continuous availability of any third-party service.

5.2 Platform Rules and Third-Party Services

Client must comply with all applicable platform rules, advertising policies, review policies, community standards, data-use rules, and account terms for Google, Meta/Facebook, Instagram, TikTok, YouTube, LinkedIn, Yelp, BBB.org, directories, review platforms, hosting providers, domain registrars, email providers, podcast platforms, video platforms, AI providers, media distribution networks, and other third parties. Third-party platforms may reject, suspend, remove, limit, or change content, ads, listings, accounts, data, reviews, tags, or features at any time.

We are not responsible for third-party pricing changes, service outages, account suspensions, policy changes, data loss, security incidents, content removals, algorithm changes, API changes, takedowns, failures to index, failures to display, failures to distribute, or failures to retain content.

5.3 Advertising, SEO, Listings, Reviews, and Reporting

Ad budgets may be spent unevenly and may be charged directly by the platform or through us depending on account setup. Unused platform credits, billing credits, rejected ads, overspend, underspend, paused campaigns, billing holds, or changes in platform billing are governed by the applicable platform and do not reduce our management fees.

SEO, listings, reputation, AEO, GEO, AI-readiness, structured content, schema recommendations, authority signals, and related visibility work may take time to produce measurable changes. Search engines, directories, AI systems, and platforms may delay, reject, alter, remove, or ignore submissions, content, listings, schema, reviews, tags, or optimization changes.

We do not and will not provide fake reviews, suppress lawful reviews through improper means, offer undisclosed incentives, impersonate customers, or guarantee removal of reviews. Client is responsible for ensuring that review requests, responses, testimonials, endorsements, and incentives comply with applicable law and platform policies.

Analytics, call tracking, conversion tracking, tag management, dashboards, reports, and attribution are estimates based on available data and third-party systems. Tracking may be limited, reduced, delayed, blocked, or altered by consent settings, cookies, browser restrictions, ad blockers, privacy rules, opt-out preference signals, call handling, platform outages, offline conversions, device changes, and data sampling.

5.4 Websites, Hosting, Domains, and Technology

Website services may include strategy, copy, design, development, WordPress configuration, plugins, responsive layout, SEO setup, analytics setup, forms, hosting, maintenance, or related services as stated in the order. Unless expressly included, website services do not include custom software development, ADA/WCAG legal compliance certification, privacy-law compliance, payment processing setup, advanced integrations, database migration, CRM implementation, cybersecurity testing, ongoing maintenance, or unlimited revisions.

If hosting is included, hosting is provided as-is and as-available, subject to maintenance, security updates, third-party provider limitations, outages, cyber incidents, malware, traffic spikes, DNS issues, plugin conflicts, and events outside our control. We may suspend hosting for nonpayment, legal risk, security risk, malware, excessive resource use, abuse, or breach.

Client is responsible for renewing domains and third-party services unless an order expressly states that we are responsible. We are not liable for expired domains, lost credentials, registrar lockouts, email disruption, DNS propagation, or third-party account issues outside our control. Migration, export, transfer, or launch assistance after termination may require full payment and additional professional-service fees.

6. Intellectual Property, Submitted Content, Publicity Rights, and Portfolio Use

6.1 Company Materials

We and our licensors retain all right, title, and interest in our pre-existing materials, templates, concepts, processes, workflows, software, tools, source code, scripts, plug-ins, account structures, campaign structures, know-how, methodologies, trade secrets, strategies, report formats, dashboards, raw footage, working files, project files, design files, source files, unused concepts, drafts, libraries, stock resources, reusable components, technology, Insights Video Player, AI systems, prompts, indexes, metadata structures, training materials, and distribution methods (collectively, “Company Materials”).

6.2 Deliverables and Client Rights

Subject to full payment of all amounts due and Client compliance with the Agreement, Client receives the rights expressly stated in the applicable order. If the order does not specify rights, Client receives a limited, non-exclusive, non-transferable license to use final, approved deliverables solely for Client’s own business marketing purposes during the applicable term. No rights transfer until all amounts are paid in full.

Unless expressly stated in the order, deliverables do not include source files, editable project files, raw footage, unedited photos or video, layered design files, code repositories, templates, working files, unused concepts, preliminary drafts, internal notes, or proprietary systems. Release of any such materials is at our discretion and may require additional fees and a separate written license.

6.3 Submitted Content and License

“Submitted Content” means any content, materials, data, credentials, claims, instructions, files, images, videos, logos, reviews, testimonials, customer information, patient information, scripts, copy, offers, pricing, products, service descriptions, trademarks, or other materials Client provides or authorizes us to use.

Client grants us and our contractors, vendors, platforms, and licensees a worldwide, royalty-free, sublicensable, transferable, non-exclusive license to use, reproduce, display, perform, adapt, modify, publish, distribute, transmit, host, post, stream, create derivative works from, and otherwise exploit Submitted Content as needed to provide services, create deliverables, administer accounts, market Client, promote deliverables, distribute content, and enforce the Agreement.

Client represents and warrants that Submitted Content is accurate; Client owns or has all rights, licenses, consents, permissions, releases, and authority needed for its use; Submitted Content does not infringe, misappropriate, defame, invade privacy, violate publicity rights, violate confidentiality, violate platform policies, or violate law; and Client’s products, services, offers, statements, testimonials, and instructions comply with applicable law and professional rules.

6.4 Portfolio and Publicity Use

Unless Client gives written notice that a specific project is confidential, we may identify Client as a client and use Client’s name, logo, publicly available materials, and non-confidential deliverables in our portfolio, case studies, marketing materials, award submissions, sales presentations, platform examples, local media properties, social channels, search visibility examples, AI-enabled discovery tools, and other promotional channels.

Client may not copy, reproduce, resell, sublicense, reverse engineer, scrape, extract, redistribute, imitate, or use Company Materials outside the scope of the Agreement. Client may not remove copyright notices, credits, tags, tracking, attribution, or technical protection measures without our written consent.

7. Regulated Industries, Compliance, Privacy, Cookies, Tracking, and Data Practices

7.1 Regulated Industries and Professional Compliance

If Client operates in a regulated industry, including without limitation healthcare, dental, legal, financial, insurance, senior care, home health, education, alcohol, cannabis, tobacco, employment, franchises, real estate, securities, tax, health, wellness, or professional licensing, Client is solely responsible for identifying applicable rules and providing required disclaimers, approvals, consents, and compliance instructions. We do not provide legal, medical, financial, tax, investment, insurance, regulatory, advertising, licensing, or professional compliance advice.

Client is solely responsible for the truthfulness and substantiation of all claims about Client’s business, products, services, credentials, results, testimonials, reviews, guarantees, comparative claims, health claims, financial claims, legal claims, professional claims, or performance claims.

7.2 Sensitive Data

Client must not provide protected health information, payment card data, Social Security numbers, children’s data, precise geolocation data, biometric data, sensitive personal information, patient information, confidential third-party information, or other regulated data unless the applicable order expressly requires it and the parties have signed any required data-processing agreement, business associate agreement, security addendum, confidentiality agreement, or other required documentation.

7.3 Website Privacy, Cookies, Consent, and Tracking

Client is responsible for maintaining privacy notices, cookie notices, consent mechanisms, data-processing disclosures, terms of use, accessibility statements, and other website or campaign disclosures that accurately describe Client’s data collection, use, disclosure, sharing, retention, analytics, advertising, tracking, lead-generation, call-tracking, CRM, email, and other business practices. Client is also responsible for compliance with privacy, consumer-protection, advertising, healthcare, financial, professional, accessibility, biometric, email-marketing, telemarketing, data-security, and breach-notification laws that apply to Client, Client’s website visitors, Client’s customers, and Client’s industry.

We may, as part of the services, recommend, draft, post, configure, update, or support website privacy language, cookie banners, consent-management tools, analytics settings, tag-management settings, tracking pixels, scripts, forms, call-tracking tools, advertising tags, accessibility widgets, chat tools, CRM integrations, or other third-party technologies. Unless expressly agreed in a separate signed legal-services or compliance agreement, our assistance is operational, technical, and marketing support only and is not legal advice or a legal compliance guarantee.

Third-party scripts, cookies, pixels, tags, software development kits, plug-ins, analytics tools, advertising platforms, AI tools, accessibility widgets, chat tools, embedded media, forms, video players, and other technologies may collect, receive, transmit, infer, or process personal information, device information, browsing information, location information, lead information, conversion information, or other data. Client is responsible for determining whether such technology may be used on Client’s website or campaigns; whether notice, consent, opt-out, contract, data-processing, HIPAA business associate, service-provider, or other documentation is required; and whether any category of data is sensitive, regulated, or restricted.

Where legally required or where we reasonably determine it is appropriate based on the services ordered, Client authorizes us to implement or recommend commercially reasonable consent-management, cookie-preference, opt-out, tag-blocking, script-prioritization, or privacy-notice updates. Client acknowledges that implementing consent controls may reduce or alter analytics data, advertising audiences, remarketing, attribution, conversion tracking, heatmaps, recordings, call tracking, form tracking, AI visibility data, and other reporting. Such changes do not constitute nonperformance by us and do not reduce Client’s payment obligations.

Client must not ask us to deploy, retain, or reactivate tracking technologies, advertising pixels, analytics tags, session-replay tools, heatmaps, form-tracking tools, chat tools, call-tracking tools, or other technologies in a manner that Client knows or should know violates applicable law, platform policies, consumer choices, cookie settings, opt-out preference signals, consent settings, contractual restrictions, or professional rules. We may refuse, disable, delay, remove, or reconfigure any tag, script, tool, content, form, disclosure, or integration that we reasonably believe creates legal, privacy, security, platform, reputational, or operational risk.

7.4 Company Data Use

We may access, process, host, transmit, store, analyze, or disclose analytics, performance, website, advertising, search, AI visibility, call-tracking, lead, platform, account, and campaign data as reasonably necessary to provide, manage, secure, troubleshoot, report on, improve, and enforce the services; to work with subcontractors, vendors, platforms, payment processors, hosting providers, analytics providers, advertising platforms, security providers, insurers, attorneys, accountants, and advisors; and to comply with law or protect rights, safety, security, and service integrity.

We do not guarantee the accuracy, completeness, availability, legality, or compliance of third-party analytics, attribution models, search data, AI visibility data, platform metrics, tag behavior, consent-management tools, privacy plug-ins, cookie scanners, traffic estimates, ranking tools, accessibility widgets, or third-party privacy or security representations. Laws, platform policies, browser settings, operating-system settings, ad blockers, consent signals, cookie restrictions, and third-party technologies may change at any time.

8. AI-Assisted Tools and Interactive Technologies

We may use AI-assisted tools for research, drafting, brainstorming, editing, summaries, images, transcription, repurposing, optimization, analysis, ideation, workflow support, or production assistance. We may use human review processes where appropriate, but Client remains responsible for reviewing and approving final content, factual claims, legal claims, regulated claims, professional claims, brand representations, originality, tone, rights, and suitability before publication.

We do not guarantee that AI-assisted outputs are error-free, unique, non-infringing, compliant for Client’s industry, or that AI systems, search engines, LLMs, or automated platforms will recognize, cite, recommend, rank, index, or display Client content.

Interactive technologies, including the HelloNation Insights Video Player or successor tools, may rely on automated systems, transcripts, speech-to-text tools, indexing, summaries, search tools, artificial intelligence, large language models, third-party AI providers, vector databases, analytics, metadata, or similar functionality. Outputs may be incomplete, imprecise, outdated, inconsistent, or affected by the content available to the system. Interactive responses are not legal, medical, financial, tax, investment, or other professional advice and should not be treated as such unless separately verified by an appropriate professional.

9. Video Podcast Package Addendum

This Addendum applies when Client purchases, approves, pays for, uses, or otherwise accepts a HelloNation Video Podcast Package. If this Addendum conflicts with the general Terms, this Addendum controls only for the Video Podcast Package.

9.1 Product and Included Services

HelloNation will provide Client with a professionally produced video podcast package designed to showcase Client’s expertise, story, brand, and message across digital platforms, including interactive video technology that allows viewers to explore podcast content in a more meaningful way.

Unless otherwise stated in the applicable order form or statement of work, HelloNation will produce two video podcast episodes per year for Client. Each episode is expected to be approximately 30 to 45 minutes in length. Each episode will be professionally produced and edited by HelloNation or its production partners. Final format, style, structure, creative direction, technical specifications, and production workflow will be determined by HelloNation in consultation with Client.

HelloNation will create a total of 20 short-form social media reels per year, consisting of 10 reels per video podcast episode. Reels may be suitable for platforms such as LinkedIn, Facebook, Instagram, YouTube Shorts, TikTok, and other digital channels, but platform-specific performance, acceptance, distribution, reach, engagement, ranking, or monetization is not guaranteed.

HelloNation may make completed podcast episodes available through the HelloNation Insights Video Player or any successor, replacement, or related interactive video technology where applicable.

9.2 Distribution and Visibility

HelloNation may publish, display, embed, distribute, promote, repurpose, excerpt, syndicate, or make podcast content available through one or more channels selected by HelloNation, including Client’s website, the HelloNation Expert Platform, local neighborhood websites, YouTube, social media platforms, podcast platforms, search platforms, AI-discovery environments, and other third-party channels.

Client is responsible for providing access, cooperation, website permissions, administrative credentials, website vendor support, technical assistance, and approvals necessary to embed or display content on Client’s website.

Placement, categorization, visibility, timing, formatting, geographic association, continued availability, and distribution on the HelloNation Expert Platform or local neighborhood websites are subject to HelloNation’s discretion, editorial standards, technical limitations, compliance requirements, and platform availability.

Third-party platforms are governed by their own terms, privacy policies, algorithms, content moderation practices, advertising policies, tracking practices, analytics tools, and technical requirements. HelloNation does not control and is not responsible for changes, removals, restrictions, account actions, analytics, reach, ranking, engagement, accessibility features, search visibility, monetization, or performance on third-party platforms.

9.3 Client Responsibilities, Releases, and Content Standards

Client agrees to reasonably cooperate with HelloNation in connection with the planning, production, approval, publication, distribution, and promotion of podcast content. Client must provide accurate business, professional, biographical, licensing, credential, website, and contact information; participate in planning calls, interviews, recordings, production sessions, and approvals; provide logos, photos, brand guidelines, website links, topic information, professional disclaimers, and other relevant materials; review and approve materials within requested timelines; ensure that Client has the right to provide all materials supplied to HelloNation; and comply with all laws, regulations, professional rules, advertising rules, privacy requirements, industry guidelines, and platform policies applicable to Client and Client’s business.

Client authorizes HelloNation to record Client, Client representatives, and any participating guests during production sessions, planning sessions, interviews, or related content creation activities. Client is responsible for ensuring that any individuals appearing in or contributing to the podcast have granted all necessary rights, permissions, consents, authorizations, and releases, unless HelloNation separately agrees in writing to obtain such releases.

Client is solely responsible for the accuracy and legality of factual claims, professional claims, credentials, testimonials, endorsements, regulated statements, legal claims, financial claims, medical claims, health claims, investment claims, guarantees, before-and-after claims, comparative claims, or other specialized content made by Client or Client’s representatives.

HelloNation may refuse, edit, remove, decline to publish, pause distribution, or require changes to any content that HelloNation determines, in its discretion, may violate applicable law, third-party rights, platform policies, editorial standards, privacy expectations, professional standards, reputational standards, or these Terms.

9.4 Production, Revisions, Fees, Term, and Non-Cancellation

HelloNation will use commercially reasonable efforts to schedule, produce, edit, and deliver included podcast episodes and social media reels within a reasonable timeframe during the applicable annual service term. Production and delivery timelines may depend on Client availability, scheduling, approvals, revisions, technical requirements, production resources, platform requirements, guest availability, third-party vendors, and other factors.

Unless otherwise stated in a signed order form or statement of work, the package includes reasonable editorial revisions as determined by HelloNation. Revisions must be requested within the review period provided by HelloNation. Revisions that materially change the approved direction, require substantial re-editing, add new production requirements, require new recording sessions, require changes to previously approved content, or arise from Client’s delayed, inaccurate, or incomplete feedback may be treated as additional services subject to additional fees.

The annual fee for the Video Podcast Package is $15,000 unless otherwise stated in the applicable order form, invoice, proposal, statement of work, or written agreement. The Video Podcast Package is provided for an annual term beginning on the effective date stated in the applicable order form, invoice, proposal, written acceptance, or initial payment date, as applicable.

Unless otherwise expressly stated in a signed written agreement, the Video Podcast Package is an annual, non-cancelable commitment. The annual fee is earned upon Client’s purchase, written acceptance, initial payment, scheduling of production resources, commencement of planning, or commencement of production, whichever occurs first. Unused services, production sessions, revisions, or deliverables may expire at the end of the annual term unless HelloNation agrees otherwise in writing.

10. HelloNation Student Video Contest Official Rules

These Official Rules apply to the HelloNation Student Video Contest and any substantially similar contest or promotion when the applicable contest website or announcement links to or incorporates these Terms. No purchase or payment is necessary to enter or win. A purchase will not increase the chances of winning. Void where prohibited or restricted by law.

10.1 Sponsor, Eligibility, and Contest Period

The sponsor of the contest is CGI Communications, Inc. / HelloNation, Rochester, New York. Contest Website: https://hellovideocontest.com/. Contact: Brandon Bartz, Director of Production, [email protected], 800-398-3029.

The contest is open to eligible students who satisfy the age, school, grade level, residency, and other eligibility requirements stated on the Contest Website or in the applicable contest announcement. Participants under the age of 18 must have the consent of a parent or legal guardian to enter. Sponsor may require a signed parent/legal guardian consent form before accepting an entry, selecting a finalist, awarding a prize, or publishing any submitted content.

Employees, officers, directors, representatives, and agents of Sponsor, its affiliates, advertising or promotional agencies, judging organizations, and their immediate family members or members of the same household may be ineligible to participate, at Sponsor’s discretion. The contest is void where prohibited or restricted by law.

The contest begins and ends on the dates and times posted on the Contest Website or in the applicable contest announcement. Sponsor’s computer system shall be the official timekeeping device for the contest. Entries submitted before or after the contest period may be rejected.

10.2 How to Enter and Entry Requirements

To enter, participants must submit a video and any required entry information through the method described on the Contest Website. Each submission must comply with these Official Rules, the instructions on the Contest Website, and any technical requirements announced by Sponsor, including video length, format, file size, theme, subject matter, and deadline requirements.

Each submitted video must be suitable for publication by HelloNation and for viewing by a general audience; be relevant to the contest theme or prompt; be the participant’s original work except for third-party materials that are properly licensed, released, or otherwise legally authorized; not include unlawful, defamatory, obscene, threatening, harassing, hateful, discriminatory, violent, sexually explicit, or otherwise inappropriate content; not invade the privacy, publicity, intellectual property, or other rights of any person or entity; not include false, misleading, or deceptive statements; not contain dangerous conduct, illegal activity, or conduct that Sponsor determines may encourage harm to any person or property; not contain advertising, promotion, or endorsement of third-party products, services, political campaigns, or organizations unless expressly approved by Sponsor; and comply with all applicable laws, rules, and regulations.

Incomplete, late, misdirected, corrupted, inaccessible, noncompliant, or improperly submitted entries may be disqualified. Sponsor may, in its sole discretion, limit the number of entries per participant, household, school, or organization and may reject, remove, disqualify, or decline to publish any submission that Sponsor determines does not comply with these Official Rules or may expose Sponsor, participants, schools, or others to legal, reputational, or operational risk.

10.3 Third-Party Materials, Music, Images, Clips, Releases, and AI

Participants are strongly encouraged to submit videos that are entirely original. Submissions must not include third-party copyrighted or protected materials unless the participant has obtained all necessary permissions, licenses, releases, and approvals, including for music, sound recordings, video clips, movie clips, television clips, YouTube clips, TikTok clips, Instagram clips, social media content, photographs, stock images, screenshots, graphics, illustrations, artwork, memes, logos, trademarks, brand names, designs, news footage, sports footage, archival footage, voiceovers, performances, written materials, scripts, poems, quotes, names, images, voices, likenesses, personal information, locations, property, schools, businesses, or organizations.

Materials found on the internet are not automatically free to use. The fact that content is publicly available online does not mean it may be copied, edited, reposted, or included in a contest submission. If licensed or royalty-free materials are used, the participant and parent/legal guardian must maintain proof of the applicable license or permission and provide it to Sponsor upon request.

Submissions must not include copyrighted music, commercial songs, sound recordings, samples, or audio clips unless the participant has obtained all necessary rights, including any required synchronization, master-use, performance, or other applicable licenses. Sponsor is not responsible for obtaining music or audio rights on behalf of any participant.

If any person other than the participant appears, speaks, is identifiable, or is otherwise featured in a submission, the participant is responsible for obtaining all necessary permissions and releases from that person. If the person is a minor, permission must be obtained from the minor’s parent or legal guardian.

Participants must disclose if artificial intelligence tools, synthetic media, deepfake technology, voice cloning, generative imagery, or materially altered media were used in creating the submission. AI-generated or digitally altered content must not infringe any third-party rights, mislead viewers, impersonate another person without permission, or create a false impression that a person, school, organization, business, or public entity endorsed or participated in the submission.

10.4 Judging, Winner Review, Prizes, and Notification

Eligible submissions will be reviewed by Sponsor or judges selected by Sponsor. Judging criteria may include creativity, originality, storytelling, relevance to the contest theme, clarity of message, production quality, community value, student effort and authenticity, and compliance with these Official Rules. This is a skill-based contest. Winners will not be selected by chance unless expressly stated in a separate written contest announcement.

Before naming finalists or winners, Sponsor may require participants and their parents/legal guardians to complete and return additional documents, including parent/legal guardian consent and media release; submission rights and clearance certification; proof of age, student status, school enrollment, or eligibility; tax forms or scholarship payment information; third-party licenses, permissions, or releases; affidavit or declaration of eligibility; liability release; and publicity release where permitted by law.

Prizes, scholarships, recognition, or awards will be described on the Contest Website or in the applicable contest announcement. Scholarship funds, if awarded, may be paid directly to the student, parent/legal guardian, school, educational institution, scholarship account, or other recipient designated by Sponsor, depending on the structure of the contest and applicable legal, tax, administrative, or educational requirements. Participants and winners are responsible for any taxes, fees, reporting obligations, or other expenses associated with the receipt or use of any prize or scholarship unless otherwise stated by Sponsor.

Potential winners may be notified by email, phone, mail, school contact, or other contact information provided with the submission. If a potential winner cannot be contacted, fails to respond within the time specified by Sponsor, fails to provide required documentation, is determined to be ineligible, or otherwise fails to comply with these Official Rules, Sponsor may disqualify that potential winner and select an alternate winner.

10.5 Grant of Rights, Publicity, Ownership, Representations, and Indemnification

By submitting an entry, each participant and, if applicable, the participant’s parent or legal guardian grants Sponsor and its affiliates, partners, licensees, successors, assigns, representatives, and agents a perpetual, worldwide, irrevocable, royalty-free, fully paid, transferable, and sublicensable right to use, reproduce, edit, modify, adapt, publish, distribute, display, perform, broadcast, exhibit, create derivative works from, and otherwise exploit the submission, in whole or in part, in any media now known or later developed.

This grant includes the right to use the participant’s name, likeness, image, voice, performance, statements, biographical information, school or city/state information, and submitted materials in connection with HelloNation.com, the HelloNation Student Video Contest website, social media channels, digital magazines and online publications, promotional materials, public relations and press materials, educational, informational, editorial, commercial, marketing, and publicity uses, contest recaps, winner announcements, future contest promotions, and archival use by Sponsor.

Except where prohibited by law, participation in the contest constitutes permission for Sponsor to use the participant’s name, likeness, image, voice, city/state, school name, statements, submitted materials, and prize information for promotional, publicity, advertising, editorial, and commercial purposes without additional compensation, notice, review, or approval. For minors, Sponsor may require written parent/legal guardian approval before making any public announcement or use of the minor’s name, likeness, or submission.

Participants retain ownership of their original submitted content, subject to the rights granted to Sponsor in these Official Rules and any separate consent, release, or license agreement. Sponsor does not claim ownership of third-party materials included in a submission. Participants are solely responsible for obtaining and documenting any rights necessary to include third-party materials.

Each participant and, if applicable, parent or legal guardian represents and warrants that the submission is original or properly authorized; does not infringe or violate any third-party right; all people appearing in the submission have provided necessary permissions and releases; third-party materials are properly licensed or authorized for the uses described in these Official Rules; the submission does not contain unlawful or inappropriate material; the submission does not falsely suggest endorsement, sponsorship, affiliation, or approval; and all information submitted is true, accurate, and complete.

To the fullest extent permitted by law, each participant and, if applicable, parent or legal guardian agrees to indemnify, defend, and hold harmless Sponsor, HelloNation, CGI Communications, Inc., their affiliates, officers, directors, employees, contractors, agents, representatives, partners, licensees, successors, and assigns from and against any claims, demands, liabilities, damages, losses, settlements, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to participation in the contest, the submission or use of submitted content, breach of these Official Rules, infringement or alleged infringement, unauthorized use of third-party materials, false or inaccurate information, or personal injury, property damage, or other harm related to the creation or submission of the entry.

10.6 Sponsor Rights, Social Media, Privacy, Technical Issues, Disqualification, Changes, and Disputes

Sponsor may, in its sole discretion and at any time, remove, edit, blur, mute, crop, replace, decline to publish, or stop displaying any submission or portion of a submission for any reason, including legal, copyright, privacy, publicity, safety, quality, reputational, or operational concerns. Sponsor has no obligation to review, publish, display, promote, retain, return, or otherwise use any submission. Selection as a finalist or winner does not guarantee publication or continued display of a submission.

If the contest involves posting, sharing, tagging, or promoting content on social media, participants must comply with all applicable platform terms and policies. The contest is not sponsored, endorsed, administered by, or associated with Facebook, Instagram, TikTok, YouTube, X/Twitter, LinkedIn, or any other social media platform unless expressly stated by Sponsor.

Information collected from participants and parents/legal guardians will be used to administer the contest, verify eligibility, communicate with participants, review submissions, award prizes, publish winning or selected entries, comply with legal obligations, and conduct related promotional activities. If the contest collects personal information from children under the age of 13, Sponsor may require verifiable parental consent and may take additional steps to comply with applicable children’s privacy laws.

Sponsor is not responsible for lost, late, incomplete, corrupted, misdirected, inaccessible, or improperly submitted entries, or for technical, network, hardware, software, internet, website, platform, upload, email, or other errors or malfunctions. Sponsor may modify, suspend, extend, or cancel the contest if fraud, technical failures, unauthorized intervention, legal restrictions, or other causes impair the integrity, administration, security, fairness, or proper operation of the contest.

Sponsor may disqualify any participant or submission if Sponsor determines that the participant violated these Official Rules, submitted false or misleading information, failed to obtain required permissions or releases, submitted infringing, inappropriate, unsafe, or unlawful content, tampered with the contest process, acted in an unsportsmanlike, disruptive, abusive, or fraudulent manner, or created legal, reputational, operational, or safety concerns.

The contest and these Official Rules shall be governed by the laws of the State of New York, without regard to conflict-of-law principles, except where prohibited by applicable law. To the fullest extent permitted by law, any dispute, claim, or cause of action arising out of or relating to the contest shall be resolved individually, without resort to any form of class action. Participants waive any right to claim punitive, incidental, consequential, or special damages, or attorneys’ fees, except where prohibited by law.

11. Disclaimers, Limitation of Liability, Indemnification, Confidentiality, Disputes, and Miscellaneous

11.1 Disclaimer of Warranties

All products and services are provided “as is,” “with all faults,” and “as available.” To the maximum extent permitted by law, we disclaim all warranties, representations, and guarantees, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, workmanlike effort, title, non-infringement, uninterrupted use, security, accuracy, completeness, timeliness, results, performance, rankings, revenue, leads, conversions, ad approval, platform availability, AI output accuracy, analytics accuracy, search visibility, privacy compliance of Client’s website, and course of dealing or usage of trade.

No recommendation, advice, report, forecast, strategy, sample, demonstration, case study, testimonial, proposal, or statement by any employee, representative, contractor, or partner creates a warranty or guarantee. Client uses the products, services, recommendations, and deliverables at Client’s own risk.

11.2 Limitation of Liability

To the maximum extent permitted by law, we are not liable for indirect, incidental, consequential, special, exemplary, enhanced, punitive, or similar damages; lost profits; lost revenue; lost business; loss of goodwill; lost data; replacement services; business interruption; reputational harm; platform penalties; account suspension; lost rankings; lost leads; lost sales; lost advertising opportunities; privacy settings; consent management; third-party platforms; artificial intelligence outputs; interactive features; or platform performance, even if advised of the possibility of such damages.

To the maximum extent permitted by law, our total aggregate liability arising out of or relating to the Agreement, products, services, deliverables, websites, hosting, campaigns, platforms, reports, or relationship between the parties will not exceed the greater of $500 or the fees actually paid by Client to us for the specific service giving rise to the claim during the three months immediately preceding the event giving rise to liability, except that for the Video Podcast Package, HelloNation’s total liability will not exceed the amount actually paid by Client to HelloNation for the package during the twelve months preceding the claim if that amount is greater. Amounts paid for advertising budgets, media spend, taxes, pass-through costs, third-party fees, and reimbursed expenses are excluded from the cap.

The limitations in this section are a material part of the bargain and apply regardless of the theory of liability, including contract, tort, negligence, strict liability, statute, equity, indemnity, or otherwise, and even if any limited remedy fails of its essential purpose.

11.3 Indemnification

Client will defend, indemnify, and hold harmless the Company, its affiliates, owners, officers, directors, employees, contractors, vendors, licensors, representatives, successors, and assigns from and against all claims, demands, actions, investigations, damages, losses, liabilities, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to Submitted Content; Client’s products, services, offers, claims, instructions, approvals, or omissions; Client’s breach of the Agreement; Client’s violation of law, professional rules, advertising rules, privacy rules, TCPA, CAN-SPAM, CASL, HIPAA, FTC endorsement rules, platform policies, or third-party rights; Client’s unauthorized use of deliverables or Company Materials; Client’s customers, patients, employees, contractors, or vendors; chargebacks, payment disputes, or collection actions; Client’s website, privacy policy, cookie banner, consent management configuration, tag management configuration, or use of embedded technologies; and any allegation that Client-provided materials, Client-approved materials, or Client’s business practices infringe, misappropriate, defame, invade privacy, or otherwise harm a third party.

We may control the defense of any matter subject to indemnification using counsel of our choice. Client may not settle any matter in a way that imposes liability, admission, obligation, restriction, or expense on us without our prior written consent.

11.4 Confidentiality

Each party may receive non-public business, technical, financial, marketing, customer, operational, or strategic information from the other party that a reasonable person would understand to be confidential. The receiving party will use reasonable care to protect confidential information and will use it only to perform, receive, or enforce the Agreement.

Confidential information does not include information that is publicly available, already known without restriction, independently developed, rightfully received from a third party, approved for disclosure, incorporated into public-facing content, or required to be disclosed by law. Podcast content intended for publication, approved marketing materials, public transcripts, summaries, excerpts, social media reels, publicly distributed deliverables, and contest submissions intended for publication are not confidential.

11.5 Non-Solicitation and Personnel

During the term and for twelve months after the last service date, Client will not directly or indirectly solicit for employment or engagement, hire, retain, or contract with any Company employee or contractor who performed or managed services for Client, except through a general solicitation not targeted at Company personnel. If Client violates this section, Client will pay Company a placement fee equal to thirty percent of the person’s first-year compensation or projected annual fees, as a reasonable estimate of recruiting, training, and replacement costs.

11.6 Governing Law, Venue, Jury Waiver, Class Waiver, and Fees

The Agreement is governed by the laws of the State of New York, without regard to conflict-of-law principles. Subject to any arbitration clause or other dispute process included in a signed order, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Monroe County, New York, for any dispute arising out of or relating to the Agreement, products, services, deliverables, or relationship between the parties.

Each party knowingly and voluntarily waives the right to trial by jury for any claim arising out of or relating to the Agreement, products, services, deliverables, or relationship between the parties. To the maximum extent permitted by law, disputes must be brought only on an individual basis. Client may not bring or participate in any class, collective, consolidated, private attorney general, or representative action against us.

If we take action to collect amounts due or enforce the Agreement because of Client’s breach, Client must pay our reasonable attorneys’ fees, court costs, arbitration costs, collection agency fees, expert fees, investigation costs, and other enforcement expenses.

11.7 Force Majeure

We are not liable for delay, failure, suspension, reduced performance, data loss, outage, or inability to perform caused by events beyond our reasonable control, including acts of God, fire, flood, natural disasters, pandemic, epidemic, labor dispute, supply interruption, power failure, cyberattack, malware, platform outage, telecommunications failure, hosting failure, DNS failure, payment processor outage, war, terrorism, civil unrest, government action, legal restriction, third-party vendor failure, algorithm change, platform policy change, AI provider change, media network disruption, or failure of any method or medium of creating, storing, transmitting, hosting, posting, streaming, or tracking products or services.

11.8 Assignment, Subcontractors, Changes, Entire Agreement, and Survival

Client may not assign, delegate, sublicense, or transfer the Agreement, any order, or any rights in deliverables without our prior written consent. We may assign the Agreement to an affiliate, successor, acquirer, purchaser of assets, or related entity, and may use affiliates, contractors, vendors, platforms, and service providers to perform services.

We may update these Terms from time to time by posting the updated version on our website or otherwise providing notice. Updated Terms apply to new orders immediately and to renewals, month-to-month services, continued services, and new statements of work after the effective date, unless prohibited by law or expressly stated otherwise. Material changes will not retroactively reduce amounts already due or restrict rights and remedies that accrued before the update.

The Agreement is the complete agreement between the parties regarding the services and supersedes all prior or contemporaneous proposals, discussions, emails, oral statements, marketing materials, and understandings regarding the same subject matter. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect.

Failure to enforce any provision is not a waiver. A waiver is effective only if in writing and signed by the party granting it. The parties are independent contractors. The Agreement does not create a partnership, joint venture, fiduciary relationship, franchise, employment relationship, agency relationship, attorney-client relationship, physician-patient relationship, financial advisory relationship, or other professional relationship, except as expressly needed for us to place advertising or administer accounts on Client’s behalf.

Electronic signatures, click-through acceptance, email approval, payment authorization, and other electronic records are binding and have the same effect as originals. Sections regarding payment, cancellation, default, effect of termination, intellectual property, submitted content, confidentiality, disclaimers, limitation of liability, indemnification, non-solicitation, dispute resolution, collection costs, and any provisions that by their nature should survive will survive termination or expiration.

12. Notices and Contact Information

Notices to us must be in writing and delivered by verifiable email, nationally recognized overnight courier, certified mail, or another verifiable method to the address below or any updated address we provide. Notices to Client may be sent to the email, billing address, account contact, or other contact information Client provides. A notice is effective when received, except that email notice is effective when sent if no bounce-back or delivery failure is received.

Legal Notices: CGI Communications, Inc., ATTN: Pete Peterson, 130 E. Main St., First Floor, Granite Building, Rochester, NY 14604

Email: [email protected]

CC: [email protected]; [email protected]

Phone: 585-450-2306

Contest Contact: Brandon Bartz, Director of Production, [email protected], 800-398-3029