EarnerAgreement.

Version 1.1 | Effective Date: April 2026 | Amended: 25 September 2026, version 1.1 (Sections 1.2, 2.3, 4, 8.4 and 13: audience measurement data described as collected, retention after termination, and links to the published documents)

This Earner Agreement ("Agreement") is a binding legal agreement between you ("Earner", "Screen Owner", "you") and Trillboards, Inc. ("Trillboards", "we", "us", "our"). By registering a screen with Trillboards, creating an account, or using the Trillboards platform as an Earner, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

This Agreement consolidates all terms governing your participation as an Earner on the Trillboards platform, including platform usage, data processing, content liability, and revenue sharing.

1. PLATFORM OVERVIEW

1.1 Services Provided

Trillboards provides a software infrastructure platform for digital out-of-home (DOOH) advertising. Through the platform, Trillboards delivers advertisements and ambient content to your registered screen(s), measures audience engagement, optimizes ad delivery, and processes advertising revenue sharing.

1.2 Platform Components

The Trillboards platform includes:

  • CTV Agent Software: Software installed on your screen device that manages content display, ad delivery, audience measurement, and device health monitoring
  • Earner Portal: A web-based dashboard where you can monitor screen performance, view earnings, manage settings, and access reports
  • Mobile Application: A companion mobile app for screen registration, monitoring, and account management
  • Content Delivery Network: Infrastructure that delivers advertisements and ambient content to your screen(s)
  • Audience Measurement System: On-device AI technology, with cloud analysis of selected camera frames, that measures the people and devices near your screen as described in Section 4

1.3 Technology Platform Only

Trillboards is a technology platform. We do not create advertisement content. All advertisements are created by third-party advertisers or sourced from programmatic advertising exchanges. Trillboards' role is limited to providing the software infrastructure for content delivery, audience measurement, and revenue processing.

2. HARDWARE AND CONNECTIVITY

2.1 Earner Responsibilities

You are solely responsible for:

  • Physical screen hardware: Procurement, ownership, physical security, and replacement of the display device (TV, tablet, digital signage display, or other compatible hardware)
  • Mounting and installation: Secure, safe, and code-compliant mounting of the screen at your venue, including any structural modifications, brackets, or enclosures
  • Power supply: Providing continuous, reliable electrical power to the screen device, including surge protection
  • Internet connectivity: Providing a reliable broadband internet connection with a minimum recommended speed of 10 Mbps download. The screen device must remain connected to the internet for ad delivery and reporting to function.
  • Physical maintenance: Cleaning, physical repair, and replacement of damaged hardware. Trillboards is not responsible for hardware failures, physical damage, theft, or wear and tear.

2.2 Trillboards Provides

Trillboards provides:

  • The CTV Agent software application, installed on your device or provided on a Trillboards-configured device
  • Software updates and patches delivered over-the-air
  • Remote device monitoring and diagnostics
  • Technical support for software-related issues

2.3 Device Compatibility

Trillboards supports specific hardware configurations. You are responsible for ensuring your device is a compatible device, as listed with the current app versions at https://trillboards.com/screen-apps/. Trillboards is not responsible for performance issues caused by incompatible or below-specification hardware.

3. VENUE COMPLIANCE

3.1 Your Obligations

You are solely responsible for ensuring compliance with all applicable laws, regulations, and requirements at and related to the screen location, including:

  • Zoning and signage laws: Compliance with all local, state, and federal zoning ordinances and signage regulations applicable to digital advertising displays at your location
  • Property owner permissions: Obtaining written consent from the property owner, landlord, or property management company if you do not own the premises where the screen is installed
  • Lease compliance: Ensuring that operation of a digital advertising screen does not violate any terms of your lease, rental agreement, or occupancy agreement
  • Business licenses and permits: Obtaining and maintaining any business licenses, permits, or approvals required to operate a digital advertising display at your location
  • Building codes: Compliance with all applicable building codes, electrical codes, and fire safety regulations for the installation and operation of the screen
  • ADA compliance: Ensuring that screen placement does not impede accessibility or violate the Americans with Disabilities Act or similar accessibility laws
  • Industry-specific regulations: Compliance with any regulations specific to your venue type (e.g., health department regulations for restaurants, liquor commission rules for bars, HIPAA for healthcare facilities)

3.2 Trillboards' Right to Deactivate

If Trillboards becomes aware that a screen is operating in violation of applicable laws or regulations, Trillboards reserves the right to remotely deactivate the screen and suspend ad delivery until the issue is resolved. Such deactivation does not relieve you of your compliance obligations or create any liability on the part of Trillboards.

3.3 Indemnification for Venue Compliance

You agree to indemnify and hold harmless Trillboards from any claims, fines, penalties, or liabilities arising from your failure to comply with the requirements described in Section 3.1.

4. DATA COLLECTION AND AUDIENCE MEASUREMENT

4.1 Summary

Your screen collects data about the people and devices near it, to measure ad performance, optimize revenue and supply measurement data to Trillboards' data partners. It collects a record for each detected person, face-identity templates, speech transcripts, the identifiers that nearby phones and other devices broadcast, and its own GPS position. Selected camera frames are sent to Trillboards and stored for 400 days; frames captured in May and June 2026 are kept with no scheduled deletion. A cloud model analyses selected camera frames and estimates the ethnicity, age band, gender, social composition, purchase intent, activity, phone and device use, attire, carried items, lifestyle segments and mood of the people in view, and Trillboards stores those estimates. No video or audio recording is stored or transmitted.

4.2 Detailed Data Collection Disclosure

The Trillboards CTV Agent software on your screen collects the following categories of data:

4.2.1 Audience Metrics and Per-Person Records

  • Face count: The number of individuals detected in the vicinity of the screen, counted per time interval.
  • Per-person records: For each detected person, a record of that person's estimated age range, estimated gender, dominant emotion, dwell time and time spent looking at the screen, and, on agent-core 1.21 and later, the head orientation, facial measurements and upper-body points measured on each analysed frame.
  • Attention duration: The estimated time each individual spends looking at or facing the screen, stored for each person and aggregated across all detected viewers.
  • Dwell time: The estimated time individuals spend within the detection zone of the screen, regardless of whether they are actively viewing.
  • Age range estimation: The estimated age range of each detected viewer (0-9, 10-19, 20-29, 30-39, 40-49, 50-59, 60-69 or 70+), generated by on-device AI models, stored in that viewer's record and reported as distributions.
  • Gender estimation: The estimated gender of each detected viewer, generated by on-device AI models, stored in that viewer's record and reported as distributions.
  • Emotional engagement: The estimated dominant emotion of each detected viewer (e.g., neutral, happy, angry), generated by on-device AI models, stored in that viewer's record and reported as distributions.
  • Attributes inferred in the cloud: For each camera frame analysed in the cloud (Section 4.2.3), a cloud model's estimates of the people in view: their dominant ethnicity (asian, black, hispanic, middle_eastern, south_asian, southeast_asian, white, mixed, other or unclear), age band (from 0-2 to 75+), gender, social composition (including whether a family has children), purchase-intent stage, activity, phone and device use, attire and apparel tier (including visible luxury branding), carried items, IAB lifestyle segments and mood, each occupant's position (including whether that occupant is driving), a written description of the scene and a one-sentence narrative of the audience. Trillboards stores these estimates with the screen and the time.
  • Ambient noise classification: Categorical classification of the ambient audio environment near the screen (e.g., quiet, moderate, loud, music, conversation).
  • Speech transcripts: On agent-core 1.21 and later, speech near the screen is transcribed on the device, and the transcript text and its timing are sent to Trillboards and stored. A cloud model analyses each transcript for purchase intent, brands mentioned, sentiment and conversation type, and Trillboards stores the results. Audio is buffered on the device for transcription; no audio recording is stored or transmitted.
  • Vehicle counting: Where applicable for outdoor or window-facing installations, estimated vehicle traffic count in the vicinity of the screen.

4.2.2 Face-Identity Templates and Person Identifiers

On screens running the full sensing profile, the software computes a numerical face-identity template for each detected person and sends it to Trillboards. Trillboards clusters templates into person identifiers that recognise the same person across screens and days, and links each person identifier to the device observed with that person and to mobile device identifiers received from Trillboards' data partner Intuizi.

4.2.3 Camera Frames

Selected camera frames are sent to Trillboards over TLS, analysed by Trillboards and by Google Vertex AI (the resulting estimates are listed in Section 4.2.1), and stored by Trillboards in private storage for 400 days, as described in Section 2.3.2 of the Data Processing Addendum; frames captured in May and June 2026 are kept as a model-evaluation set with no scheduled deletion.

4.2.4 Nearby Device Signals

Your screen scans for the Bluetooth, Wi-Fi and local-network signals that nearby phones and other devices broadcast, and sends Trillboards the identifiers they carry (Bluetooth address, Wi-Fi BSSID, and mDNS or SSDP hostname). Trillboards turns this scanning on for every screen by default.

4.2.5 Location and Environmental Context

  • Screen location: The GPS position of your screen, reported by the screen with its time and accuracy and stored as a trail of positions. For a screen in a vehicle, the trail records the route the vehicle travels. Trillboards turns GPS location reporting on for every screen by default.
  • Weather conditions: Current weather data for the screen location, sourced from a third-party weather API using the screen's coordinates.
  • Network health: Internet connection status, bandwidth, and latency measurements for the screen device.

4.2.6 Device Telemetry

  • Heartbeat (online/offline status and uptime)
  • Battery and power status
  • Software version and update status
  • Hardware diagnostics (temperature, storage, memory)
  • The device's advertising identifier (the Google Advertising ID or the Fire OS advertising ID), which the Trillboards tablet, tablet-lite and Fire TV apps read and send by default with no consent dialog

4.2.7 Ad Delivery Data

  • Impressions served (which ads displayed, when, for how long)
  • Fill rates and ad delivery errors
  • Revenue attribution data

4.3 On-Device Processing

Audience measurement runs mainly on the screen device using embedded AI/ML models:

  1. The device camera captures frames that are processed by on-device models in real time
  2. The models compute counts, distributions and ratios, the per-person records described in Section 4.2.1 and, on the full sensing profile, the face-identity templates described in Section 4.2.2
  3. Selected camera frames are sent to Trillboards and stored as described in Section 4.2.3; other frames are discarded from device memory after processing
  4. The screen sends Trillboards the outputs described in Section 4.2.1, the templates described in Section 4.2.2, the device signals described in Section 4.2.4 and the GPS positions described in Section 4.2.5
  5. Audio is processed on the device for classification and speech transcription and then discarded; the classification labels and transcripts are sent to Trillboards

No video or audio recording is stored on the device or sent to Trillboards.

4.4 Data Controller/Processor Relationship

You acknowledge and agree that:

  1. For audience measurement data collected at your venue by the Trillboards CTV Agent, you are the data controller (or "business" under the CCPA) and Trillboards is the data processor (or "service provider" under the CCPA) for the processing Trillboards carries out on your behalf. Trillboards determines on its own account the delivery of that data to its data partners, its encrypted archive, the linking of people and devices across screens, and the combination of that data with data received from Intuizi, as described in Section 2.2 of the Data Processing Addendum
  2. As the data controller, you are responsible for ensuring a lawful basis for data collection at your venue, including providing appropriate notice to individuals at your venue
  3. Trillboards sets each screen's camera sensing mode by default ('auto', in which Trillboards chooses the mode), and you may select another mode in the Earner Portal; Trillboards configures radio and GPS location sensing on your screen and turns both on by default. Trillboards processes audience measurement data for the purposes set out in Section 2.2 of the Data Processing Addendum
  4. The Data Processing Addendum at https://trillboards.com/legal/data-processing is incorporated into and forms part of this Agreement, and governs Trillboards' processing of personal data collected through your screen(s)

4.5 Signage Requirement

You are responsible for posting appropriate signage at your venue disclosing the presence of audience measurement technology, as recommended by Trillboards and as required by applicable law. Trillboards will provide recommended signage templates and language. Failure to post required signage may result in suspension of audience measurement features on your screen.

5. REVENUE TERMS

5.1 Revenue Share

Trillboards shares a percentage of advertising revenue generated by your screen(s) with you. The applicable revenue share percentage is specified in your Earner account settings and may vary based on your tier, volume, location, and any promotional terms in effect at the time of enrollment.

5.2 Revenue Calculation

Revenue is calculated based on:

  • Verified ad impressions served on your screen(s)
  • The clearing price (CPM) paid by advertisers for each impression
  • Your applicable revenue share percentage
  • Deductions for any chargebacks, invalid traffic, or advertiser disputes

5.3 Payment Schedule

Earnings are calculated on a monthly basis and become eligible for payout after the applicable advertiser or partner revenue has cleared, generally net sixty (60) days after the end of the earning month. Payments are disbursed for confirmed earnings only, provided the accrued confirmed balance meets the minimum payout threshold.

5.4 Minimum Payout Threshold

Payments are issued when your accrued balance reaches the minimum payout threshold of twenty-five dollars ($25.00). If your balance is below the threshold at the end of a month, it will roll over to the next month. If your account is terminated with a balance below the threshold, Trillboards will issue a final payment regardless of the threshold.

5.5 Stripe Connect Requirement

All payments to Earners are processed through Stripe Connect. You are required to create and maintain a Stripe Connect account linked to your Trillboards Earner account. You are responsible for:

  • Providing accurate banking and tax information to Stripe
  • Maintaining your Stripe account in good standing
  • Complying with Stripe's terms of service
  • Providing any tax documentation required by Stripe or applicable law (e.g., W-9 for US residents)

Trillboards is not responsible for payment delays or failures caused by issues with your Stripe Connect account. If your Stripe account is suspended or terminated, Trillboards will hold your accrued earnings until a valid payment method is restored, for a maximum of one hundred eighty (180) days.

5.6 Taxes

You are solely responsible for all taxes arising from or related to your earnings under this Agreement. Trillboards will report payments as required by applicable tax law (e.g., Form 1099 for US-based Earners exceeding the reporting threshold).

6. CONTENT LIABILITY

6.1 Third-Party Content Acknowledgment

You understand and acknowledge that content displayed on your screen(s) comes from multiple sources:

  • Direct Advertisers: Businesses that create and submit their own advertisements through the Trillboards platform
  • Programmatic Exchanges: Automated advertising networks (Google Ad Manager, IMA, and other demand-side platforms)
  • Default Content: Ambient content provided during non-advertising periods (weather, news, sports scores, artwork)
  • Third-Party Partners: Content from Trillboards' API and content partners

Trillboards does not create advertisement content. All advertisement content is created by third parties and served through the Trillboards platform infrastructure.

6.2 Automated Moderation

Trillboards employs automated content moderation systems including AI-powered image and video analysis, keyword filtering, category-based restrictions, and manual review of flagged content. You acknowledge that:

  1. Automated moderation systems are not infallible. False negatives may occur, meaning inappropriate content may occasionally pass through filters.
  2. Content appropriateness is subjective and context-dependent.
  3. Programmatic advertisements are subject to moderation by third-party exchanges in addition to Trillboards' own systems.
  4. Real-time programmatic content cannot always be pre-screened before display.

6.3 Content Moderation "AS IS"

CONTENT MODERATION IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TRILLBOARDS DOES NOT GUARANTEE THAT ALL CONTENT DISPLAYED ON YOUR SCREEN(S) WILL BE APPROPRIATE FOR ALL LOCATIONS, AUDIENCES, OR PURPOSES.

6.4 Screen Controls

You have access to content management controls including:

  • Content category restrictions (adult, alcohol, political, gambling, etc.)
  • Pause/disable functionality for immediate screen control
  • Content reporting tools to flag inappropriate content
  • Screen scheduling controls for display hours
  • Audience sensitivity settings

You agree to configure these controls appropriately for your venue, audience, and location. Failure to use available content controls does not create any liability for Trillboards.

6.5 Assumption of Risk

You assume all risk associated with:

  • Operating a digital advertising screen at your venue
  • Content displayed through the Trillboards platform on your screen(s)
  • Viewer reactions, complaints, or objections to displayed content
  • Third-party claims related to content displayed on your screen(s)
  • Regulatory actions or inquiries related to content at your location

6.6 Indemnification for Content

You agree to indemnify, defend, and hold harmless Trillboards and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from:

  • Content displayed on your screen(s)
  • Your operation of the screen at your venue
  • Third-party claims related to your screen or location
  • Your violation of any applicable law or regulation
  • Your breach of this Agreement
  • Personal injury or property damage at your location
  • Viewer complaints or regulatory actions related to your screen

7. PLATFORM LICENSE

7.1 License Grant

Subject to the terms of this Agreement, Trillboards grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Trillboards CTV Agent software, Earner Portal, and Mobile Application solely for the purpose of participating in the Trillboards advertising platform on your registered screen(s).

7.2 Restrictions

You shall not:

  • Copy, modify, distribute, sell, or lease any part of the Trillboards software
  • Reverse engineer, decompile, or disassemble the Trillboards software
  • Attempt to extract the source code of the Trillboards software
  • Remove, alter, or obscure any proprietary notices on the Trillboards software
  • Use the Trillboards software for any purpose other than as expressly permitted by this Agreement
  • Share your account credentials with any third party
  • Use the Trillboards software on any device not registered to your account
  • Attempt to circumvent or interfere with the audience measurement, ad delivery, or revenue tracking systems

7.3 Intellectual Property

All intellectual property rights in the Trillboards platform, CTV Agent software, and related technology are and shall remain the exclusive property of Trillboards. This Agreement does not grant you any ownership rights in the Trillboards software or platform. Trillboards retains all rights not expressly granted in this Agreement.

8. TERM AND TERMINATION

8.1 Term

This Agreement is effective as of the date you register a screen with Trillboards or create an Earner account, whichever is earlier. The Agreement continues on a month-to-month basis until terminated by either party.

8.2 Termination by Either Party

Either party may terminate this Agreement at any time, for any reason or no reason, by providing thirty (30) days' written notice to the other party. Notice may be provided by email to the email address on file.

8.3 Termination by Trillboards for Cause

Trillboards may terminate this Agreement immediately, without the 30-day notice period, if:

  • You breach any material term of this Agreement and fail to cure the breach within fifteen (15) days of written notice
  • Your screen is used for illegal activity
  • You engage in fraud or misrepresentation related to impressions, audience metrics, or revenue
  • You attempt to tamper with or circumvent the Trillboards software, audience measurement, or ad delivery systems
  • You repeatedly violate content policies or venue compliance requirements

8.4 Effect of Termination

Upon termination:

  1. Your license to use the Trillboards software terminates immediately
  2. You must uninstall the Trillboards CTV Agent software from your device(s) within fifteen (15) days
  3. Trillboards will pay any accrued and unpaid earnings within thirty (30) days of the effective termination date, subject to Section 5.4
  4. Trillboards keeps your venue data after termination for the retention periods set out in Section 6 of the Data Processing Addendum
  5. Provisions that by their nature should survive termination shall survive, including Sections 6 (Content Liability), 7.3 (Intellectual Property), 9 (Disclaimer of Warranties), 10 (Limitation of Liability), 11 (Dispute Resolution), and 12 (Governing Law)

9. DISCLAIMER OF WARRANTIES

THE TRILLBOARDS PLATFORM, SOFTWARE, CONTENT DELIVERY, CONTENT MODERATION, AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO:

  • Warranties of merchantability
  • Fitness for a particular purpose
  • Non-infringement
  • Accuracy or completeness of content or audience metrics
  • Uninterrupted, timely, secure, or error-free service
  • Any specific level of ad fill rates, impressions, or revenue
  • That content moderation will prevent all inappropriate content
  • That audience measurement data will be accurate or complete
  • That the platform will be compatible with your specific hardware or network

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages

IN NO EVENT SHALL TRILLBOARDS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE TRILLBOARDS PLATFORM, INCLUDING BUT NOT LIMITED TO:

  • Lost profits, revenue, or anticipated earnings
  • Loss of business opportunities
  • Reputational harm or loss of goodwill
  • Regulatory fines or penalties
  • Cost of procuring substitute services
  • Loss of data
  • Personal injury or property damage claims related to your screen
  • Any matter beyond Trillboards' reasonable control

10.2 Maximum Liability

TRILLBOARDS' TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID TO YOU BY TRILLBOARDS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

10.3 Essential Basis

The limitations in this Section 10 are an essential basis of the bargain between you and Trillboards and shall apply regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if Trillboards has been advised of the possibility of such damages.

11. DISPUTE RESOLUTION AND ARBITRATION

11.1 Binding Arbitration

Any dispute, claim, or controversy arising from or relating to this Agreement, the Trillboards platform, or the relationship between you and Trillboards shall be resolved through binding arbitration administered by JAMS in San Francisco, California, in accordance with the JAMS Streamlined Arbitration Rules and Procedures.

11.2 Class Action Waiver

CLASS ACTION WAIVER: YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

11.3 Jury Trial Waiver

YOU AND TRILLBOARDS EACH WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. All disputes shall be resolved by arbitration as described in this Section 11, except that either party may seek injunctive or equitable relief in court for intellectual property infringement or unauthorized use of trade secrets.

11.4 Opt-Out

You may opt out of the arbitration agreement by sending written notice to legal@trillboards.com within thirty (30) days of creating your Earner account. If you opt out, disputes shall be resolved in the state or federal courts located in San Francisco County, California.

11.5 Small Claims Exception

Either party may bring an individual action in small claims court for disputes within the jurisdiction of such court.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any permitted legal action not subject to arbitration shall be brought exclusively in the state or federal courts located in San Francisco County, California, and you consent to the personal jurisdiction of such courts.

13. DATA PROCESSING ADDENDUM INCORPORATION

The Data Processing Addendum ("DPA") at https://trillboards.com/legal/data-processing is incorporated into and forms part of this Agreement. The DPA governs Trillboards' processing of personal data collected through your screen(s) in connection with audience measurement and the other data collection described in Section 4. In the event of any conflict between this Agreement and the DPA with respect to data processing matters, the DPA shall prevail.

14. GENERAL PROVISIONS

14.1 Entire Agreement

This Agreement, together with the Data Processing Addendum and the Trillboards Terms of Service, constitutes the entire agreement between you and Trillboards regarding your participation as an Earner on the Trillboards platform. This Agreement supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, whether written, oral, or implied.

14.2 Amendments

Trillboards may modify this Agreement by posting an updated version at https://trillboards.com/legal/earner-agreement and providing at least thirty (30) days' notice of material changes via email or the Earner Portal. Your continued use of the Trillboards platform after the effective date of any modification constitutes acceptance of the modified Agreement. If you do not agree to a modification, you may terminate this Agreement per Section 8.2.

14.3 Severability

If any provision of this Agreement is held to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and all remaining provisions shall continue in full force and effect.

14.4 Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.

14.5 Assignment

You may not assign or transfer this Agreement or any of your rights or obligations hereunder without Trillboards' prior written consent. Trillboards may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

14.6 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement due to causes beyond its reasonable control, including natural disasters, acts of government, war, terrorism, pandemics, power outages, internet disruptions, or acts of third parties.

14.7 Notices

All notices under this Agreement shall be in writing and delivered by email to the email address on file for each party. Notices to Trillboards shall be sent to legal@trillboards.com.

14.8 Independent Contractors

The relationship between you and Trillboards is that of independent contractors. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship between the parties.

15. CONTACT

If you have any questions about this Agreement, please contact us:

Trillboards, Inc. 25 Grace Street San Francisco, CA 94103 United States