LEGAL

Effective as of February 17, 2026

PRELIMINARY. Ad Magic, Inc., (hereinafter “Ad Magic”) is the manufacturer of custom products made
to-order. The services Ad Magic provides to you, our Client, shall be defined by the Quotation that has been
separately supplied to you and acknowledged by you. In addition to defining the products we will provide, the
Quotation will set forth the cost, billing, and payment parameters for these services.
AGREEMENT TO TERMS AND CONDITIONS. The Client represents that they have read and understand these Terms
and Conditions as published. In accepting and acknowledging the Quotation, the Client hereby accepts and
consents to these Terms and Conditions, which are hereby incorporated into the Quotation and constitute the
Parties’ Agreement. Ad Magic reserves the sole discretion and right to change, modify, add, or remove portions
of these Terms and Conditions at any time.
PURCHASE AND SALE OF PRODUCTS.
1. Order. The Client’s order shall be summarized in the Quotation, which shall contain:
  1. a description of the products to be manufactured and sold thereunder.
  2. the price for the products.
  3. the quantity of the products.
2. Billing and Payment.The Client will be provided with an Invoice based upon the final Quotation
  and shall pay to Ad Magic all invoiced amounts upon receipt. All payments shall be made in U.S. dollars
  via ACH transfer, credit card, or wire transfer. Wire instructions shall be provided upon request.
  Production shall not begin until after the invoice is paid in full.
3. Costs and Fees. The Client shall be responsible for the payment of all payment processing fees
  related to their order, including any and all fees incurred by reason of the Client’s credit cards,
  insufficient funds, cancellation charges or any other reason within the Client’s control. Ad Magic has
  the right to offset any refunds due to the Client by any processing fees such event may incur.
PRODUCTION.
1. Final Proof Approval: The Client is responsible for all errors following final acceptance of the
  proofs. To be binding, any revisions or change orders must be in writing.
2. Pre-Production and Post-Production Copies. If Ad Magic sends the Client a pre-production copy of
  the product for review and approval, the Client agrees that pre-production copies are not intended for
  distribution and represents that they will not distribute same. Ad Magic will also send the Client a
  final, post-production copy for approval. If the Client chooses to forgo receiving the post-production
  copy, they must waive this right in writing. Waiving the right to receive the final post-production copy
  relieves Ad Magic of all liability for final production errors. The Client is responsible for all errors
  following final acceptance of the proofs.
DELIVERY OF GOODS.
1. Shipping. Unless otherwise expressly agreed to in writing by all Parties, Ad Magic shall select
  the method of shipment of and the carrier for the products. The Client shall pay all shipping costs,
  including any applicable VAT, customs, or tariffs of whatever nature that are invoiced. Payment shall be
  due upon receipt of the invoice. If the Client chooses to move their own goods, they must provide Ad
  Magic with written notice in advance and they must execute a self-shipping acknowledgment and waiver.
  Any such shipper must execute a non-disclosure and the Client agrees to indemnify Ad Magic for any
  breach of the same. There shall be a minimum processing fee of $500 due to Ad Magic for coordination and
  logistics services with the outside shipper. The final processing fee shall be determined and billed
  upon completion of freight services.
2. Packaging and Labeling. Ad Magic shall properly pack, mark, and ship products. They shall provide
  to the Client shipment documentation indicating the quantity of pieces and the number of cartons or
  containers in shipment, Ad Magic’s name, and the country of origin. Any deviation requested by the
  Client could result in extra fees to the Client, to which the Client consents.
3. Delivery. Unless otherwise expressly agreed by the Parties in writing, Ad Magic shall deliver the
  products to the delivery location specified by the Client. Ad Magic shall use commercially reasonable
  efforts to deliver all products on or before the requested delivery date. However, all estimated
  delivery dates are estimated dates only. Ad Magic shall not be responsible for any damages of whatever
  nature due to delays in shipping.
WAREHOUSING. The Client shall be responsible for all warehousing fees that may be imposed as the result
of any customs inspections.
TRANSFER OF TITLE AND RISK OF LOSS. Title to products and the risk of loss passes to the Client
1. once they are delivered to the destination or
2. once the goods are transferred to a third-Party carrier if the Client opts to self-ship the goods.
RIGHT TO MANUFACTURE AND SELL COMPETITIVE PRODUCTS. Ad Magic retains the right to manufacture products or
products that may be similar to, or competitive with, the Client’s products.
PRODUCT COMPLIANCE WITH LAWS AND MARKET REGULATIONS: SAFETY AND REGULATORY TESTING. Client understands
that
consumer
safety laws and regulations differ depending upon a products’ distribution market and that separate product
safety
compliance rules and testing will be required for each of the markets chosen by the Client. The Client consents
to all
labelling requirements imposed by their chosen distribution market(s) and to all product testing costs. Prior to
submission of the final Quotation, the Client shall notify Ad Magic of the product’s intended age grade, and of
the
Client’s intended distribution market(s) to ensure Ad Magic’s ability to comply with the applicable laws and
regulations
relevant to the product. The cost for product testing shall be included in the final Quotation. The Client shall
be
provided with all applicable Declarations of Conformity and compliance Certificates applicable to the products,
as well
as a copy of the test report(s).
1. The Client understands that Ad Magic cannot be responsible for guaranteeing compliance with all
  distribution markets
  worldwide. If the Client intends to distribute their product(s) in any market(s) other than the US, EU,
  UK, Canada
  and/or Australia, the Client shall be responsible for obtaining all of the product labelling
  requirements of the
  specific market and providing this information to Ad Magic. Although Ad Magic reserves the right to
  review and approve
  the information supplied to us, the Client shall be solely responsible for the accuracy of the labelling
  requirements
  and shall indemnify and hold Ad Magic, harmless for any violations of such market(s). If the
  distribution market
  requires safety testing to be performed by specified testing facilities, the Client shall advise Ad
  Magic in advance. Ad
  Magic shall coordinate the testing of the products with the required testing facility provided by the
  Client. A
  distribution market surcharge shall be imposed for each additional market that is not identified above.
2. Ad Magic shall not be responsible for ensuring product compliance into markets that were not declared by
  the Client and
  included in the final Quotation. If Client chooses to distribute the product into any other distribution
  market(s), the
  Client acknowledges that they do so at their own risk as the product may not be in compliance with the
  rules and
  regulations of the unidentified market(s). The Client further acknowledges that this means that it may
  not be legal to
  distribute into that market. The Client shall indemnify Ad Magic against any loss, damage, or penalty of
  whatever nature
  relating to compliance and regulation of the products that are placed in any market that was disclosed
  at the time of
  manufacture.
3. In the event the Client decides to personally test the products via a third-party testing company, the
  Client shall
  notify Ad Magic of this fact in writing. The Client shall be solely responsible for the additional costs
  incurred by
  this election, which require additional processing fees and result in potential additional
  transportation fees to a
  testing site. Ad Magic shall not be responsible for any delays caused by coordinating with Client’s
  third-party
  inspection company.
4. In the event of a product recall, the Client shall be responsible for notifying their customers in
  accordance with the
  legal requirements of the regulatory body at issue.
INTELLECTUAL PROPERTY RIGHTS AND INDEMNIFICATION. Ad Magic acknowledges and agrees that Client (or its
Licensors) shall
retain all intellectual property rights used to create, embodied in, used in and otherwise relating to the
products and
any of the component parts. Client grants Ad Magic the limited right to the intellectual property for the sole
purpose
of manufacturing the products and for Ad Magic’s promotional and advertising purposes. Subject to terms and
conditions
set forth herein, the Client shall defend and hold Ad Magic harmless from and against all third-party claims
against Ad
Magic that allege any of the products infringe upon the intellectual property rights of the third party. If the
products
or any part of the products, becomes (or in Ad Magic’s opinion, is likely to become), subject to a third-party
claim
that qualifies for intellectual property indemnification coverage under this section, Ad Magic shall have the
right to
cease production. The Client shall indemnify Ad Magic against any and all losses related to such claims,
including Ad
Magic’s attorney’s fees and costs to defend the claims.
INSURANCE.

Ad Magic shall insure the replacement value of the products up to transfer of title as set forth herein. Each
party shall, at its own expense, be responsible for maintaining and carrying in full force and effect commercial
general
liability insurance (including product liability coverage) in a sum reasonably calculated to insure against loss
and
liability of the other party. Ad Magic reserves the discretionary right to require the Client to obtain
additional
insurance for a sum certain and naming the Ad Magic as an additional insured, depending upon the nature of the
product.
Such request shall be made in writing. The Client shall provide Ad Magic with thirty (30) days’ advance written
notice
in the event of a cancellation or material change in such insurance policy.
SPECIFIC INDEMNITY AND LIABILITY. In addition to the indemnity and liability set forth elsewhere in the
Terms
and
Conditions, the Client agrees to indemnify, defend, and hold Ad Magic harmless from and against claims related
to the
content of the products, including any content perceived as being offensive, as well as any claims related to
the design
or mechanics of the products that might cause injury or harm.
LIMITED PRODUCT WARRANTY. Subject to the provisions of this section, Ad Magic warrants to the Client
that, upon shipment
of the goods, each product shall materially conform to the specifications set forth in the Final Quotation and
shall be
free from significant defects in material and workmanship.
1. The Client’s Exclusive Remedy for Defective Products. The Client shall notify Ad Magic in
  writing
  of any
  alleged claim
  or defect within seven (7) business days from the date the Client discovers or, upon reasonable
  inspection, should have
  discovered such alleged claim or defect. The Client shall ship, at the Client’s expense and risk of
  loss, samples of
  such allegedly defective products to Ad Magic’s facility located at 125 Main Street, Netcong, New
  Jersey
  07857 for
  inspection and testing by Ad Magic. If Ad Magic’s inspection and testing reveals to Ad Magic’s
  reasonable satisfaction
  that such products are defective and any such defect has not been caused or contributed to by any
  act or
  inaction by the
  Client, Ad Magic shall in its sole discretion and at its expense, repair or replace such defective
  products. The Client
  has no right to return for repair, replacement, credit, or refund any product except as set forth in
  this section. In no
  event shall the Client reconstruct, repair, alter, or replace any products, in whole or in part,
  either
  itself or by or
  through any third Party.
  
  THIS SECTION SETS FORTH THE CLIENT’S SOLE REMEDY AND AD MAGIC’S ENTIRE LIABILITY FOR ANY BREACH
  OF
  THE LIMITED PRODUCT
  WARRANTY SET FORTH ABOVE:
  
  DISCLAIMER OF OTHER REPRESENTATIONS AND WARRANTIES; NON-RELIANCE. EXCEPT FOR THE EXPRESS
  REPRESENTATIONS AND WARRANTIES SET FORTH ABOVE, NEITHER AD MAGIC NOR ANY PERSON ON AD
  MAGIC’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY
  WHATSOEVER, EITHER ORAL OR WRITTEN, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS
  FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR PERFORMANCE OF PRODUCTS OR
  PRODUCTS TO STANDARDS SPECIFIC TO THE COUNTRY OF IMPORT, WHETHER ARISING BY LAW, COURSE
  OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE
  EXPRESSLY DISCLAIMED. THE CLIENT ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY
  REPRESENTATION OR WARRANTY MADE BY AD MAGIC, OR ANY OTHER PERSON ON AD MAGIC’S BEHALF,
  EXCEPT AS SPECIFICALLY PROVIDED IN THIS HEREIN
LIMITATION OF LIABILITY/ NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES.

IN NO EVENT SHALL AD MAGIC OR ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT,
INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR
DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH HEREUNDER, REGARDLESS OF
1. WHETHER SUCH DAMAGES WERE FORESEEABLE; AND/OR
2. WHETHER OR NOT THE CLIENT/THE OTHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH
  DAMAGES; AND/OR
3. WHETHER THE LEGAL OR EQUITABLE THEORY IN CONTRACT, TORT OR OTHERWISE UPON WHICH THE
  CLAIM IS BASED; AND/OR
4. NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
  
  MAXIMUM LIABILITY FOR DAMAGES. IN NO EVENT SHALL AD MAGIC’S AGGREGATE LIABILITY ARISING OUT
  OF
  OR RELATED HEREUNDER, WHETHER ARISING
  OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED
  FIFTY PERCENT (50%) OF THE TOTAL OF THE AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET
  PAID TO AD MAGIC PURSUANT TO THESE TERMS IN THE ONE YEAR PERIOD (1) PRECEDING THE EVENT
  GIVING RISE TO THE CLAIM.
MISCELLANEOUS.
1. Force Majeure.
  
  Ad Magic shall not be liable or responsible to the Client nor be deemed to have defaulted under or
  breached
  these terms, for any failure or delay in fulfilling or performing any term hereunder, if such
  failure or delay is
  caused by or results from acts beyond Ad Magic’s control, including, but not limited to:
  1. acts of nature: flood, fire, earthquake or explosion;
  2. war, invasion, hostilities (whether war is declared or not);
  3. terrorist threats or acts, riot or other civil unrest;
  4. requirements of law;
  5. actions, embargoes or blockades in effect on or after the date of these terms;
  6. action by any governmental authority (whether having the effect of law or not);
  7. national or regional emergency;
  8. strikes, labor stoppages or slowdowns or other industrial disturbances;
  9. shortages of or delays in receiving raw materials. shortage of adequate power or transportation
    facilities.
  (Each, a “Force Majeure Event”)
2. Termination.
  1. Default. If there occurs a nonmonetary default by a Party under this Agreement that is
    not
    cured within the applicable time periods set forth under this Agreement, then the non-defaulting
    Party
    may terminate this Agreement upon not less than thirty (30) days prior written notice.
  2. Bankruptcy. Either Party may terminate this Agreement, effective immediately upon giving
    written notice if the other Party files a petition in bankruptcy; files for a reorganization;
    files for the
    appointment of a receiver or trustee of all, or substantially all, such Party’s property; or
    makes an
    assignment or petitions for or enters an arrangement for the benefit of creditors.
  3. Force Majeure. If following a Force Majeure, Ad Magic is unable to perform at the service
    levels
    for a period more than thirty (30) days, the Client shall have the right to terminate this
    Agreement.
  Upon Termination, all pending Orders shall be cancelled immediately. Client shall be invoiced for
  any
  outstanding balances, which shall be due upon receipt.
3. Representations and Warranties. Ad Magic and the Client each hereby individually represent and
  warrant
  the following:
  1. It has the full authority and legal right to carry out the terms of this Agreement.
  2. The terms of this Agreement shall not violate the terms of any Agreement, contract, or other
    instrument to which it is a Party and no consent or authorization of any other person, firm, or
    corporation is a condition precedent to this Agreement.
  3. It has taken all action necessary to authorize the execution and delivery of this Agreement.
  4. This Agreement is a legal, valid, and binding obligation and is enforceable in accordance with
    its
    terms, except as limited by bankruptcy and other laws of general application relating to or
    affecting the
    enforcement of creditors’ rights.
  5. The Client further warrants and represents that, to the best of its knowledge, Ad Magic has and
    shall continue to have for the Term of this Agreement, all necessary authority to use all
    trademarks,
    service marks, and other intellectual property of the products for the purposes of conducting
    the
    Client’s business. The Client’s business does not and shall not, to the best of the Client’s
    knowledge,
    cause the Client to infringe or violate any patents, trademarks, service marks, trade names,
    copyrights,
    licenses, trade secrets, or other intellectual property rights of any other person or entity.
  6. The Client represents and warrants that it is neither located in nor a national or resident of
    any
    country that is subject to U.S. trade sanctions administered by the U.S. Treasury Department’s
    Office of
    Foreign Assets Control (“OFAC”), which prohibits the export of U.S. services. The Client further
    represents and warrants that it is not a person or entity named on OFAC’s List of Specially
    Designated
    Nationals or acting on behalf of any person or entity on the List.
4. Grant of Lien. The Client hereby grants to Ad Magic a first-priority security interest in the
  products held by
  Ad Magic to secure the obligations of the Client hereunder; provided, however, that Ad Magic agrees to
  release such security interest upon the reasonable request of the Client in the event the Client
  provides Ad
  Magic collateral in substitution therefore, which is acceptable to Ad Magic in Ad Magic’s sole
  discretion. The
  Client shall execute all documents reasonably requested by Ad Magic’s legal counsel for the perfection
  of
  such security interest. The Client shall not grant any lien to any third party on any product inventory
  without
  the prior written consent of Ad Magic.
5. Indemnity and Liability. The Client agrees to indemnify and hold Ad Magic and its
  representatives/officers,
  directors, employees, agents, affiliates, successors and permitted assigns harmless against all claims
  (including claims by third Party providers engaged by the Client), losses, suits, actions, judgements,
  debts,
  damages, costs, charges, fines, penalties and expenses, including without limitation court costs and
  reasonable attorney’s fees, which Ad Magic may at any time incur by reason of
  1. a breach or non-fulfillment of any representation, warranty or covenant set forth herein.
  2. any negligent or more culpable act or omission of indemnifying Party or its personnel (including
    any recklessness or willful misconduct) in connection with their performance hereunder; or any
    bodily
    injury, death of any person or damage to real or tangible personal property caused by the
    negligent
    acts or omissions of Indemnifying Party or its personnel.
  3. any failure by Indemnifying Party or its personnel to materially comply with any applicable
    laws.
  4. a material breach of this Agreement by the Client.
6. Compliance with Laws. The Client and Ad Magic shall comply with all laws, rules, and regulations,
  whether
  local, state, or federal, applicable to the sale of products and to the providing of services, but only
  to the
  extent such laws, rules, and regulations are applicable to it.
7. Confidentiality and Non-Compete. During the provision of services, it is anticipated that Ad
  Magic and the Client shall come into possession of certain proprietary information belonging to the
  other, including
  but not
  limited to information about its business affairs, products and services, forecasts, pricing,
  confidential
  business relationships with third parties, including production plant information, location and
  contacts,
  information and materials comprising or relating to Intellectual property rights, trade secrets,
  marketing
  records, merchandising records, the Client records and mailing lists, and other sensitive or
  proprietary
  information.
  
  Ad Magic and the Client agree that each shall not, during the term hereof or thereafter divulge,
  furnish, disclose, or make accessible to any third party any of the other’s confidential
  information unless otherwise instructed by the proprietary party in writing; provided, however, that
  confidential information shall not include any information that:
  1. at the time of disclosure by the other Party or thereafter is generally available to and known
    by
    the public other than because of its disclosure by such Party.
  2. was available to the other Party on a nonconfidential basis from a source other than the
    proprietary Party, provided that such source is not bound by a confidentiality Agreement, or
    contractual or fiduciary obligation with the proprietary Party.
  3. has been independently acquired or developed by the other Party without violating any
    obligations under this Agreement, or of any other Agreement between the Client and Ad Magic or
    by
    which either Party is bound for the benefit of the other Party.
  4. protect and safeguard the confidentiality of the Disclosing Party’s Confidential
    Information
    with at
    least the same degree of care as the Receiving Party would protect its own confidential
    Information,
    but in no event with less than a commercially reasonable degree of care.
  5. not use the disclosing Party's confidential Information, or permit it to be accessed or
    used, for any
    purpose other than to exercise its rights or perform its obligations hereunder.
  6. not disclose any such confidential Information to any person, except to the receiving
    Party's
    representatives who need to know the confidential information to assist the receiving Party, or
    act on
    its behalf, to exercise its rights or perform its obligations herein.
  The receiving Party shall be responsible for any breach of this section caused by any of its
  representatives or
  affiliates. At any time during or after the term, at the disclosing Party’s written request, the
  receiving Party and
  its representatives shall, promptly return all confidential information and copies thereof that it
  has received.
8. Non-Compete. Client agrees that it shall not knowingly enter into any business
  relationship with Manufacturer’s third-party vendors without the written consent of
  the
  Manufacturer for a period of no less than five (5) years following the date of this
  Agreement.
9. Assignment. This Agreement shall inure to the benefit of and be binding upon the Parties and
  their
  successors and permitted assigns. This Agreement may not be assigned by either Party without the prior
  written consent of the other Party.
10. Amendments. This Agreement shall not be modified or amended except by a written Agreement signed
  by authorized representatives of Ad Magic and the Client.
11. Governing Law and Choice of Forum. This Agreement has been entered into and shall be governed,
  construed, and interpreted in accordance with the laws of the State of New Jersey, United States of
  America,
  without reference to any conflicts of law principles. The Parties agree to submit to the jurisdiction of
  the
  federal and state courts situated in the County of Morris, State of New Jersey, regarding any proceeding
  related to this Agreement. The Parties agree that the United Nations Convention on Contracts for the
  International Sale of Products does not apply. Each Party irrevocably and unconditionally agrees that it
  shall
  not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any
  way
  arising from or relating to these terms, including all exhibits, schedules, attachments and appendices
  attached hereto and thereto, and all contemplated transactions, including contract, equity, tort, fraud
  and
  statutory claims, in any forum other than the State or District Courts sitting in the jurisdiction of
  Morris
  County, New Jersey. Each Party agrees that a final judgment in any such action, litigation or proceeding
  is
  conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner
  provided by Law.
12. Relationship. Nothing contained in this Agreement shall be construed to imply a joint venture,
  partnership,
  or principal/agent relationship between the Parties.
13. Headings. The headings and section numbers appearing in this Agreement are inserted only as a
  matter of
  convenience and in no way define, limit, construe, or otherwise describe the scope or intent of the
  sections
  of this Agreement.
14. Severability. If any one or more provisions of this Agreement shall be invalid, illegal, or
  unenforceable in any
  respect, the validity, legality, and enforceability of the remaining provisions contained herein shall
  not in any
  way be affected or impaired.
15. No Waiver. No failure or delay on the part of any Party in the exercise of any right hereunder
  shall operate
  as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or
  further
  exercise thereof or of any other right. All rights and remedies under this Agreement are cumulative to,
  and
  not exclusive of, any rights or remedies otherwise available.
16. Full Agreement. This Agreement, and any appendices and addenda attached hereto, contain and
  embody
  the entire Agreement of the Parties hereto, and no representations, inducements, or Agreements, oral or
  otherwise, made at any time between the Parties or with any third Party relating to the subject matter
  hereof which are not contained in this Agreement or in the appendices or addenda, if any, shall be of
  any
  force or effect.
17. Notices. All notices and communications provided for in this Agreement shall be given in writing.
  Such
  notices and other communications shall be deemed given when received and acknowledged by the receiver,
  when delivered by hand, or when deposited in the United States Mail, Registered or Certified, and
  addressed to the Client to the Address provided in the Quotation and, as to us:
  Ad Magic Inc., 125 Main Street, Netcong NJ 07857
  
  Attn: Virginia D. Liotta, Esq. Email: [email protected]
18. Cumulative Remedies. All rights and remedies provided under these terms are cumulative and not
  exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any
  other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any
  other Agreement between the Parties or otherwise.

Ad Magic, Inc. Terms and Conditions. 2-17-2026

Terms and Conditions

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