PROMOCAST DISTRIBUTION AGREEMENT

This Promocast Distribution Agreement (“Agreement”) governs the relationship between Consumable, Inc. (“Consumable”), a Wyoming corporation with an address at 680 S. Cache Street, Suite 100, Jackson, WY 83001, and any company, organization, or entity that submits audio content or otherwise participates in Consumable’s Promocast distribution program (“Company”).

By accessing, uploading, or providing content to the Promocast platform, or by using any related services (collectively, the “Services”), the Company agrees to be bound by this Agreement. If the Company does not agree to these terms, it may not use the Services.

1. LICENSE GRANT
1. Company License: Company grants Consumable a non-exclusive, revocable license to display its audio content ("Material") within Consumable's advertising units ("Units") across approved websites.
2. Consumable License: Consumable grants Company a non-exclusive license to access its platform for the purposes outlined in this Agreement.
2. CONTENT INTEGRITY
1. Consumable will display the Material without modification. Company retains editorial control over all Material and may request removal of content from specific Units with 24 hours' written notice.
3. PLACEMENT AND APPROVAL
1. Consumable will only exhibit Material on pre-approved websites. Content will not be displayed alongside pornographic, gambling, or offensive materials. A list of approved websites will be maintained as an exhibit to this Agreement.
4. ADVERTISING RESTRICTIONS
1. Advertisements displayed in Units featuring Material:
1. Must align with Company’s commercial standards.
2. Will not suggest affiliation with or endorsement by Company.
3. Will not include competitor promotions without prior consent.
5. INTELLECTUAL PROPERTY
1. Each Party retains ownership of its respective trademarks and intellectual property. Use of either Party’s trademarks requires prior approval and must adhere to the respective trademark guidelines.
6. DATA PRIVACY
1. Consumable will not collect, store, or use any data related to user interactions with the Material.
7. TERM AND TERMINATION
1. This Agreement is effective upon a user’s access to or use of the Consumable application and remains in effect unless terminated as provided herein.
1. Termination by Notice: Either Party may terminate this Agreement with 30 days' written notice.
2. Termination for Cause: Either Party may terminate immediately in case of a material breach by the other Party, provided the breach is not cured within 30 days of written notice.
8. COMPENSATION
1. This Agreement does not involve monetary exchange. Each Party retains revenue generated from their respective monetization activities. Consumable covers design and integration costs for the Material in Units.
9. REPRESENTATIONS AND WARRANTIES
1. Each Party warrants that:
1. It has the authority to enter this Agreement.
2. Its content does not infringe third-party rights.
3. It will comply with all applicable laws.
10. INDEMNIFICATION
1. Each Party agrees to indemnify and hold the other harmless from claims arising out of its breach of this Agreement, negligence, or infringement of third-party rights.
11. CONFIDENTIALITY
1. The terms of this Agreement are confidential and may only be disclosed to affiliates, agents, or representatives on a need-to-know basis.
12. MISCELLANEOUS
1. Governing Law: This Agreement is governed by the laws of the State of Wyoming.
2. Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements.
3. Amendments: Changes to this Agreement must be made in writing and signed by both Parties.
4. Assignment: Neither Party may assign this Agreement without prior written consent.