Appendix: Promotion Service Framework Agreement

Last Update: Sep 22, 2025

This Promotion Service Framework Agreement (this “Agreement”) is entered into electronically by and between the service recipient (“Party A”) and Ahalab.ai Inc. (“Party B”) (each, a “Party,” and together, the “Parties”). This Agreement sets forth the terms and conditions governing the Parties’ rights and obligations in connection with promotional services delivered via Party B’s designated website(s) and mobile application(s) (the “Platform”).

This Agreement becomes effective immediately when Party A releases a Campaign on the Platform. To the extent the Parties have any prior agreement(s) not fully performed, this Agreement supersedes and replaces such prior agreement(s) as of the Effective Date, and such prior agreement(s) shall be of no further force or effect. Key provisions that materially affect Party A’s rights and obligations are emphasized for convenience.

WHEREAS, Party A intends to expand the reach and recognition of its products, services, or content through lawful, compliant marketing activities;

WHEREAS, Party B is a technology company specializing in marketing and product promotion and, based on Party A’s needs, is able to organize, screen, and manage qualified social-media content creators (each, an “Influencer”) to deliver promotional services;

WHEREAS, the Parties desire to establish a long-term, stable, and compliant cooperation under which Party B or its designated third party promotes Party A’s products, services, or content on owned or authorized media channels to increase exposure;

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

Article 1 — Definitions

Unless the context otherwise requires, the following terms have the meanings set forth below:

1. Party A’s Products: Products, services, or content in which Party A lawfully holds full and valid rights (including, without limitation, ownership and related intellectual property rights) or for which Party A has lawfully obtained authorization to entrust Party B to promote.

2. Promotion Platform: Media platforms/channels owned by Party B or operated by third parties in cooperation with Party B, on which Influencers may post or launch Creative Content.

3. Creative Content: Videos, audio works, text, images, and similar materials created for the promotional purposes contemplated by this Agreement, including, without limitation, scripts, drafts, work-in-progress files, final deliverables, project files, assets, subtitles, thumbnails, and related materials.

4. Campaign Report: A report generated by Party B for specific Campaigns (as defined below) that comprises (a) predicted data derived from the Campaign Information and (b) actual performance data generated by Influencers’ execution; the scope and cadence of reporting shall follow Platform mechanisms.

5. Publication: An Influencer’s publication of Creative Content on the designated Promotion Platform through the Influencer’s own SNS Account.

6. SNS Account: A social network service account, including but not limited to Facebook, TikTok, Instagram, Twitter (X), YouTube, and LinkedIn.

7. Promotion Materials: Materials and information that Party A provides to Party B for the creation of Creative Content, including brand names, logos, trademarks, product samples, images/likenesses, technology, software, product descriptions, and other relevant content.

8. Campaign / Campaign Information: A specific activity issued by Party B based on Party A’s needs concerning the creation and Publication of Creative Content, together with its parameters, rules, and timeline.

9. Party A’s Account: The dedicated account opened by Party A on the Platform or on a third-party payment platform designated by Party B, through which Party A can view top-ups, budgets, and balances.

10. Stripe: Stripe, Inc. and its website/app, currently designated by Party B as a third-party payment platform. Party B may replace the third-party payment platform at its discretion.

11. Platform: Party B’s official website(s) and/or mobile application(s) used by Party A to initiate, manage, and settle Campaigns.

12. Recommended Influencer: A social-media content creator identified and recommended by Party B to Party A via Platform algorithms and management processes, and who actually undertakes promotional delivery. A Recommended Influencer is an independent third party and does not have an employment relationship with either Party.

13. Credits: means promotional, non-cash value units that may be granted by Party B or the Platform under publicly posted rules (the “Credit Rules”); Credits are not legal consideration, bear no interest, are non-redeemable for cash, non-transferable, and may only be applied to eligible fees as permitted by the Platform from time to time.

Article 2 — Scope of Cooperation

The Parties may conduct multiple cooperations under this Agreement. The specific content, channels, budget, and schedule for each cooperation shall be governed by the Campaign Information released by Party B on the Platform and confirmed by Party A. Matters not covered by the Campaign Information are governed by this Agreement.

Article 3 — Term

This Agreement is long-term and remains in effect from the Effective Date. The start and end dates of each Campaign are as stated in the corresponding Campaign Information.

Article 4 — Cooperation Requirements

1. During performance, the Parties may communicate and negotiate via email or other written means regarding product highlights, promotional windows, strategies, and content specifications; the final Campaign Information displayed on the Platform shall prevail.

2. Party A shall confirm the Campaign Information on the Platform, and Party B shall organize and implement the promotion accordingly. Any items not addressed in the Campaign Information are supplemented by this Agreement.

3. Campaign Information displayed on the Platform forms an integral part of this Agreement and has the same legal effect as this Agreement.

Article 5 — Payment

1. Party A shall pay Influencer Price, Transaction Fee, Platform Fee, and/or other applicable charges as set forth herein. Party A may select promotional parameters (e.g., platform, creator language, territory) on the Platform, and Party B will generate a Campaign plan based on Party A’s budget and preferences.

2. Payment Methods(select one or combine):(a) Wallet Payments: Party A tops up the Platform wallet via “Deposit funds.” Wallet balances may be used to pay fees. Upon confirmation of each cooperation, Party B is authorized to directly debit the corresponding fees from Party A’s Account, and the balance will be updated.(b) Card Payments: Party A binds a payment card via “Set up payment method.” Fees are automatically charged to the bound card; Party A may update the bound card within the Platform.(c) Combined Payments: Wallet balance is used first; any shortfall is charged to the bound card. Party A may set the charging order on the Platform. After successful deduction, Party A may obtain receipts pursuant to Stripe’s rules via Stripe’s email service. Party B shall, in accordance with the Platform’s invoicing rules, issue the corresponding invoice for the Order; upon issuance, the invoice shall be immediately available on the Platform for download by Party A. For the avoidance of doubt, no invoice shall be issued for any portion of the Order amount settled or offset with Credits.

3. After service commencement, Party B will track performance periodically and provide Campaign Reports in accordance with Section 1.4.

4. All amounts under this Agreement are exclusive of taxes (including, without limitation, VAT, GST, sales tax, and similar taxes). Each Party is responsible for its own taxes in accordance with applicable law. Unless expressly agreed otherwise in writing, Party A shall not withhold or deduct any taxes from amounts payable to Party B.

5. In the event of payment failure, Party B may suspend relevant services. If Party A does not update its payment method within the Platform’s specified period, Party B may terminate the affected Campaign.

6. Party A may withdraw its Account balance at any time. Transaction fees may apply under third-party payment platform terms; cost allocation follows the rules publicly posted on the Platform.

7. Credits, if any, are awarded based on the Credit Rules applicable at the moment the relevant top-up settles on the Platform. Credits may only be used to offset Eligible Fees and may not be withdrawn, redeemed for cash, or transferred. The maximum credits that may be applied to any single order is 10% of the order amount. Credits do not bear interest and are not legal consideration. The awarded amount will be shown in Party A’s Account once posted. If Party A cancels a Campaign or otherwise elects a refund (in whole or in part), any Credits previously awarded, unlocked, matched, or applied shall be automatically rescinded, voided, or clawed back in accordance with the then-current Credit Rules and Platform settings. No invoice shall be issued for any amount satisfied by Credits; invoices shall be issued only for the portion actually paid by Party A in cash, by credit/debit card, or through other cash-equivalent payment methods.

Article 6 — Rights and Obligations of Party A

1. Party A may initiate Campaign orders on the Platform for products it owns or is duly authorized to promote. If Party A initiates orders for products that it does not own or is not duly authorized to promote (including agency rights), resulting in invalidity or infringement, Party A shall bear all responsibility and loss; Party B reserves all rights and remedies.

2. Party A shall bear the fees in accordance with Article 5; allocation of transaction fees follows the rules publicly posted on the Platform.

3. Party A shall provide Promotion Materials timely and in full, and warrants that they are true, lawful, and compliant, do not infringe any third-party rights (including IP, reputation, portrait, privacy), and meet applicable laws, industry standards, and Promotion Platform review standards.

4. Party A shall ensure that Promotion Materials do not contain viruses, trojans, malicious code, malicious redirects, hidden charges, or other factors that could cause privacy breaches or property loss. If such issues are discovered by a platform during promotion, Party B may immediately suspend services and notify Party A; if the platform asserts claims against Party B, Party A shall assume all liability and indemnify Party B for losses.

5. Party B shall ensure that Party A is granted a royalty-free, worldwide, transferable, sublicensable license to use, reproduce, display, distribute, adapt, and create derivative works of such Creative Content for marketing, advertising, and promotional purposes during the Term of this Agreement and for 10 years following termination or expiration. Any modifications or derivative works made by Party A shall be undertaken at Party A’s own risk, and Party B shall not be liable for the legality of such modifications.

6. If a Recommended Influencer fails to deliver conforming Creative Content as agreed (including, without limitation, failure to publish on time or failure to submit required deliverables), Party A may: (a) reschedule the go-live date or cancel the Campaign and request a refund; and (b) obtain a royalty-free, worldwide, non-exclusive, transferable, sublicensable license to all Creative Content already produced (including scripts, drafts, work-in-progress, partials, and finals) for marketing, advertising, and promotional purposes during the Term and for 10 years following termination or expiration.

7. Party B shall facilitate and ensure that the Recommended Influencer grants such license to Party A and shall provide reasonable assistance and documentation (including publication links and advertising authorization codes permissions).

8. **Compensation Where Party A Causes Non-Delivery .**To preserve Platform order and transactional fairness, Party A agrees that the Platform may automatically settle the following compensation to the Recommended Influencer: (a) If the script or draft has been uploaded but final delivery becomes impossible due to Party A’s failure to review on time or Party A’s cancellation, the Recommended Influencer is entitled to 30% of the order amount; (b) If the final deliverable has been uploaded and Party A fails to grant final approval without a reasonable stated basis, the Recommended Influencer is entitled to 50% of the order amount. Such compensation shall be borne by Party A. After deducting the compensation, any remaining amount will be automatically returned to Party A via the original payment channel.

9. Logistics and Sampling. (a) Where samples are involved, Party A shall provide accurate and valid tracking numbers on the Platform for logistics tracking. (b) If a sample is lost due to Party A’s fault, neither Party B nor the Recommended Influencer shall be liable. If the tracking record shows delivered but the Recommended Influencer claims non-receipt, the Influencer shall cooperate in providing evidence to determine responsibility. (c) If the Recommended Influencer has received the sample but refuses to deliver, delivers late, or cannot deliver conforming content, the Influencer shall return the sample to Party A and bear related costs, including sample loss, shipping, and handling fees. Party B shall coordinate and supervise the process.

Article 7 — Rights and Obligations of Party B

1. Party B shall organize and implement promotion in accordance with Campaign Information confirmed by Party A and retains overarching management and final discretion over the promotional process and Platform mechanisms.

2. Party B shall ensure that the promotion it organizes is lawful and compliant. If, due to Party B’s willful misconduct or gross negligence, the Creative Content is unlawful or infringing (including infringement of IP, personality, or property rights), Party B shall bear corresponding legal liability and compensate Party A for losses, and Party A may terminate this Agreement.

3. Unless otherwise agreed, Creative Content published by a Recommended Influencer for Party A shall remain available for at least ten (10) days, and may not be deleted or altered except for force majeure or reasons attributable to Party A; in case of breach, Party A may require re-posting.

4. If service is interrupted due to scheduled/unscheduled maintenance or page adjustments by a Promotion Platform, Party B shall promptly notify Party A in writing and minimize adverse impact; where alternatives exist, Party B shall actively communicate and assist with adjustments. Upon completion of maintenance/adjustment, Party B shall immediately resume.

5. During the Term and solely to perform this Agreement, Party B may use the Promotion Materials provided by Party A and may sublicense such use to Recommended Influencers or Promotion Platforms as necessary. Except as foregoing, Party B shall not sublicense such materials to third parties.

6. Party B will select and match creators using its algorithms and management processes within parameters set by Party A; Party A may set blacklists. Platform mechanisms are within Party B’s business discretion, and Party A has no right to require changes.

7. Party B may display Party A’s name and logo on Party B’s official website, client lists, and marketing materials, and may produce case studies highlighting cooperation under this Agreement, provided that any use of Creative Content itself shall be subject to the scope of licenses granted by the Influencer and applicable law.

Article 8 — Confidentiality

1. “ Confidential Information” means all non-public information disclosed by one Party (“ Disclosing Party”) to the other (“ Receiving Party”) or otherwise obtained by the Receiving Party in connection with this Agreement, including without limitation: business plans, marketing strategies, pricing and settlement terms, unreleased products/features, customer/user/vendor information, organizational and personnel data, financial data, technical materials, source files and project files, workflows and datasets, ad accounts and assets, ad authorization codes/whitelisting permissions/account access, statistics and logs, contracts and legal documents, and all notes, summaries, copies, extracts, and derivatives thereof, whether or not marked "confidential."

2. Confidential Information does not include information that: (a) was lawfully in the Receiving Party’s possession prior to disclosure; (b) becomes publicly known through no breach by the Receiving Party; (c) is lawfully received from a third party not under a duty of confidentiality; or (d) is disclosed with the Disclosing Party’s prior written consent.

3. Use and Need-to-Know. The Receiving Party shall use Confidential Information solely to perform this Agreement and may disclose it only to employees, advisors, and affiliates who need to know the information for such purpose and who are bound by written confidentiality obligations no less protective than those herein. The Receiving Party shall not use Confidential Information for competitive or other improper purposes and shall not reverse engineer, decompile, or make unauthorized copies or adaptations.

4. The Receiving Party shall protect Confidential Information with safeguards no less stringent than those used to protect its own similar information, including access controls, permission tiering, encryption, logging and backup, data minimization, and appropriate physical and network security. Where personal data or regulated data are involved, the Receiving Party shall comply with applicable data-protection laws and platform rules and execute data-processing terms if required.

5. Compelled Disclosure. If legally compelled (by law, court, or regulator) to disclose, the Receiving Party shall, to the extent permitted by law, promptly notify the Disclosing Party and disclose only what is legally necessary, using reasonable efforts to seek confidential treatment or protective orders.

6. Return/Destruction. Upon the Disclosing Party’s written request, completion of cooperation, or termination of this Agreement (whichever occurs first), the Receiving Party shall cease use and return or destroy all Confidential Information (including backups, extracts, and derivatives) and provide written certification within a reasonable time. Where retention is legally required, the Receiving Party shall continue to honor confidentiality during the retention period.

7. Breach; Remedies. Any breach of this Article constitutes a material breach. In addition to damages (including reasonable attorneys’ fees and costs), the Disclosing Party is entitled to injunctive and equitable relief without the need to prove the inadequacy of monetary damages.

8. Confidentiality obligations take effect upon first disclosure and continue until the information lawfully becomes public. If public timing is uncertain, confidentiality shall survive for not less than five (5) years from termination of this Agreement. Obligations concerning trade secrets, personal data, ad accounts, and authorization codes shall survive as long as permitted by law.

9. Protective Disclosure for Rights Enforcement. If Party A initiates orders for products not owned or duly authorized and thereby infringes a legitimate brand owner, Party B may, to the minimum extent necessary for rights-enforcement or compliance, disclose relevant information about Party A to such brand owner and competent authorities and pursue damages.

Article 9 — Liability for Breach

1. A Party that breaches this Agreement shall, without prejudice to the other Party’s rights and remedies at law or in equity, be liable to indemnify and hold the other Party harmless from and against all losses, damages, costs, and expenses (including reasonable attorneys’ fees, investigation costs, notarization, litigation/arbitration fees, and travel expenses) arising from such breach.

2. Special Provision (Non-Compliant Materials by Party A). If Party A’s Promotion Materials are unlawful, contrary to public order and morality, infringe third-party rights, or contain false content: (a) Party B may instruct Recommended Influencers to modify, remove, or cease publishing related Creative Content and may report to the Promotion Platform and regulators and take reasonable measures to mitigate adverse effects; (b) Party B may terminate cooperation with Party A, and fees already paid will not be refunded; and (c) Party A shall be liable for all losses incurred by Party B, including any and all liabilities asserted by third parties (including Recommended Influencers), such as direct, indirect, incidental, consequential, special, exemplary, or punitive damages; loss of profits, use, or data; fines and penalties; and other liabilities.

Article 10 — Termination

1. This Agreement may be amended or terminated early by mutual written agreement of the Parties.

2. If performance of all or part of this Agreement becomes impossible due to force majeure or changes in applicable laws or regulatory policies, the Parties may terminate this Agreement upon consultation.

3. Absent a specific contrary provision, the non-breaching Party may immediately terminate this Agreement if: (a) the breaching Party violates applicable laws or regulations and thereby causes material harm to the non-breaching Party’s lawful rights and interests; or (b) the breaching Party fails to cure within a reasonable period after written notice from the non-breaching Party.

4. Termination or expiration of this Agreement shall not affect any liability already accrued, including liability for breach, or the settlement of amounts then due and payable.

Article 11 — Governing Law and Dispute Resolution

1. This Agreement, including its formation, validity, performance, interpretation, and dispute resolution, shall be governed by the laws of the State of Delaware, USA, without regard to its conflict-of-law rules.

2. Any dispute arising out of or relating to this Agreement that cannot be amicably resolved shall be submitted to the state or federal courts located in the State of Delaware, which shall have exclusive jurisdiction. The prevailing Party shall be entitled to recover its reasonable attorneys’ fees and related costs.

Article 12 — Miscellaneous

1. Any matters not addressed herein may be set out in written addenda executed by the Parties. In the event of a conflict between an addendum and this Agreement, the addendum shall prevail.

2. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

3. This Agreement is concluded and becomes effective via click-through acceptance. By checking “I have read and agree to this Agreement” (or a substantially similar acknowledgement) on the Platform, or by continuing to access or use the Platform after the effective date of this Agreement or any update, Party A is deemed to have fully read, understood, and unconditionally agreed to this Agreement and any updates. Party A agrees that click-box/consent logs, account records, timestamps, IP, and device records retained by Party B constitute valid evidence of contract formation and effectiveness, having the same legal effect as a hard-copy document bearing signatures and seals.

4. Party B may update this Agreement for operational or compliance reasons and will notify Party A via Platform notice, in-app message, or email. Updates apply from the stated effective date.