Advertising Terms and Conditions (v. 04112024)

These terms and conditions (“Terms and Conditions”), along with, as may be applicable, the supplements (“Supplement(s)”) attached hereto as Exhibit A (“Host-Read Advertisement Supplement”), Exhibit B (“Stitched Advertisement Supplement”), and Exhibit C (“HTML Ad Unit Agreement Supplement”) (collectively the Terms and Conditions and the applicable Supplement(s) being referred to herein as the “Agreement”), shall apply and constitute a binding agreement with respect to all Campaigns purchased by or on behalf of Advertiser, to the exclusion of all other agreements unless otherwise agreed to in writing by Rumble USA Inc. (“Rumble”) or a Rumble Affiliate. For the avoidance of doubt, Exhibits A, B, and/or C only apply as applicable to the Campaign purchased by or on behalf of Advertiser and therefore only form part of the Agreement if and when applicable.

1. DEFINITIONS

  • 1.1. “Ad(s)” means an audio, visual or audio-visual announcement, message, communication or promotion (or combination thereof) for or on behalf of an Advertiser, product, brand or service, on any platform and in any type of media. Examples include but are not limited to, a television commercial, a display advertisement, a pre-roll or mid-roll, host-read, lower thirds as well as Content Marketing.
  • 1.2. “Advertiser” means the individual, entity or corporation, who is or whose goods and/or services are, advertised and/or promoted in or in connection with the Campaign.
  • 1.3. “Affiliate” means any individual, corporation, company, association, general or limited partnership, joint venture, trust or other entity, now or hereafter existing, which directly or indirectly, controls or is controlled by, or is under common control with, a Party; a Person "controls" a corporation, company, general or limited partnership, association, joint venture, trust or other entity if it holds or is beneficially entitled to, other than by way of security interest only, more than 50% of the voting rights to the election of the directors of the Person concerned, and "controlled" has a corresponding meaning.
  • 1.4 “Agency” means Advertiser's legally authorized agent and/or agency representing Advertiser. Where Agency signs on behalf of Advertiser, Agency assumes responsibility for Advertiser obligations, representations and warranties set out herein.
  • 1.5. “Advertiser Property” means, individually and collectively, content, materials, artwork, copy, symbols, trademarks, design marks, trade names, corporate names, logos, copyrights, URLs, research and any other intellectual properties created, owned or controlled by Advertiser and provided for use in the Campaign, and shall include Advertiser's goods, services and Ads delivered by Advertiser.
  • 1.6. “Applicable Law” means any and all federal, provincial, state, and local statutory, legal and other requirements and regulations in force from time to time, including laws, regulations, ordinances, codes, policies, industry advertising standards (technical or otherwise), guidelines, directives and best practices which are applicable to each Party's respective performance and obligations under this Agreement.
  • 1.7. “Campaign(s)” means, individually and collectively the Ads, Contests, Public Events, Product Integration, Co-Branded Content, Composite Logos, title sponsorships and any other related element, content or materials in connection with this Agreement. For clarity, the term Campaign may be interpreted to mean either the Campaign and/or element(s) thereof, depending on context.
  • 1.8. “Content Marketing” means, individually and collectively, customized content created for the purpose of promoting or creating awareness of Advertiser, product, brand or service.
  • 1.9. “Co-Branded Content” means, individually and collectively, content which incorporates Rumble Property together with Advertiser Property.
  • 1.10. “Composite Logo” means any symbols, trademarks, design marks, trade names, corporate names, logos incorporating both Rumble Property and Advertiser Property.
  • 1.11. “Contest” means any game of skill or skill and chance that offers an opportunity to obtain a prize/prizes.
  • 1.12. ““Party” (or, collectively “Parties”) means either or any of Rumble, Advertiser or Agency, depending on context.
  • 1.13. "Person" includes, without limitation, any corporation, company, general or limited partnership, association, joint venture, trust and any individual.
  • 1.14. “Personal Information” means information about an identifiable individual. This may include name, birth date, location, phone number, email address, etc.
  • 1.15. “Product Integration” means the incorporation of Advertiser Property into a Program or otherwise creating an association between Advertiser goods/services and a Program.
  • 1.16. “Program” means an audio, visual or audio-visual program or content on the Rumble platform and/or a distribution platform authorized by Rumble.
  • 1.17. “Program Producer” means a third-party producer of a Program.
  • 1.18. “Program Producer Property” means, individually and collectively, content, materials, artwork, copy, symbols, trademarks, design marks, trade names, corporate names, logos, copyrights, URLs, research and any other intellectual properties created, owned or controlled by Program Producer including without limitation, goods, services, content and/or Ads owned by Program Producer.
  • 1.19. “Public Event” means an event that members of the public are invited or permitted to attend and includes all related activities, media access, communications, production and broadcast.
  • 1.20. “Purchaser” means the Advertiser and/or Agency that has executed or authorized the Agreement.
  • 1.21. “Rumble Property” means, individually and collectively, content, materials, artwork, copy, symbols, trademarks, design marks, trade names, corporate names, logos, copyrights, URLs, research and any other intellectual properties created, owned or controlled by Rumble, or created by Rumble pursuant to this Agreement, and shall include the Program, Contests, Public Events, Product Integration, Co-Branded Content, Composite Logos, and all Ads created or produced by Rumble for the Campaign, but shall exclude any Advertiser Property contained therein.
  • 1.22. “Site” means a Rumble platform and any third-party platforms authorized by Rumble.
  • 1.23. “Territory” means the territory, location and/or jurisdiction in which the Campaign will be displayed.

2. PAYMENT

  • 2.1. Once a Purchaser account is approved, Purchaser will upload funds into their account for the Campaign(s) they wish to create.
  • 2.2. Payment for a Campaign is due upfront.

3. PRODUCTION

  • 3.1. With respect to Campaigns produced or provided by Advertiser, Program Producer, or any other third party, Advertiser represents and warrants that for the purpose and duration of the Campaign, for the Territory and platform(s) wherein and whereon such Campaign may be displayed, it will have obtained all applicable permissions and/or clearances required by Applicable Law and will have entered into all necessary agreements.

4. PERSONAL INFORMATION

  • 4.1. In addition to any obligations imposed by Applicable Law, this section shall apply to the collection, use, retention and disclosure of Personal Information in connection with the Campaign.
  • 4.2. Advertiser may not directly collect Personal Information in connection with the Campaign without prior written permission from Rumble.
  • 4.3. If Rumble agrees (in its sole discretion) to collect Personal Information on Advertiser's behalf in connection with the Campaign, the Parties agree as follows:
    • a. Advertiser shall provide Rumble in writing with the opt in language to be used at the point of collection (the “Stated Purpose”) along with a link to the Advertiser's privacy policy;
    • b. Advertiser will be solely responsible for the Stated Purpose including, without limitation, ensuring its compliance with all Applicable Laws, including but not limited to privacy and anti-spam laws;
    • c. Rumble will provide Advertiser with the Personal Information which Rumble, in its sole discretion, deems necessary for the Stated Purpose (the “Collected Personal Information”). Advertiser will not use the Collected Personal Information for any purpose other than the Stated Purpose;
    • d. Access to the Collected Personal Information must be restricted to Advertiser's representatives who need to have access to such information for the fulfillment of the Stated Purpose and who are informed of the sensitive and confidential nature of the Collected Personal Information;
    • e. Advertiser will ensure it has an easily accessible privacy policy that is in compliance with all Applicable Laws, and will ensure at all times that it uses, retains, protects and destroys, the Collected Personal Information in compliance with all Applicable Laws and its privacy policy; and
    • f. Advertiser will not share the Collected Personal Information with any third party;
    • g. Advertiser shall not reference Rumble in any way when communicating (by email or otherwise) with individuals whose Personal Information is received from Rumble in accordance with this Agreement, absent the prior written consent of Rumble;
    • h. Advertiser shall promptly notify Rumble of any complaint received in connection with the Collected Personal Information; and
    • i. Advertiser shall promptly notify Rumble of any potential or actual breach pertaining to the Collected Personal Information.
  • 4.4. If Rumble provides Advertiser with Personal Information for the purpose of Advertiser carrying out an obligation under the Agreement (i.e., administering prizing to a Contest winner), Advertiser undertakes to treat such Personal Information in accordance with Rumble’s Privacy Policy and all Applicable Laws, and to not use it for any other purpose other than fulfilling the aforementioned obligation.
  • 4.5. If a complaint is made to Rumble about Advertiser's privacy practices, Advertiser will permit Rumble, or such other party designated by Rumble, , during normal business hours, to conduct an audit of the privacy practices of Advertiser in connection with the Collected Personal Information. Advertiser agrees to fully cooperate with Rumble or their delegate and to implement improvements recommended by same. Failure to comply with improvements requested by Rumble or their delegate will constitute a material breach of this Agreement. Rumble will assume the Rumble audit costs.
  • 4.6. Advertiser agrees that, after termination of the Agreement, it will, as elected by Rumble, i) return to Rumble all Collected Personal Information or ii) destroy copies of same, and provide to Rumble a certificate of destruction signed by a senior officer of Advertiser no later than the close of business on the tenth business day after written notice by Rumble. Advertiser will retain only such Collected Personal Information as required by Applicable Laws and will immediately destroy such Personal Information when retention is no longer required by Applicable Law.
  • 4.7. This section shall survive termination of the Agreement.

5. USE OF ADVERTISER PROPERTY

  • 5.1. Advertiser grants to Rumble an unlimited, irrevocable, non-exclusive, royalty-free, worldwide, perpetual license to use Advertiser Property in connection with the Campaign and/or Program.
  • 5.2. Rumble agrees to solely use Advertiser Property as designated by Advertiser in writing. Rumble will not alter, modify, dilute or otherwise misuse Advertiser Property in any manner intended to give the impression that Rumble is the owner of Advertiser Property.
  • 5.3. Notwithstanding the above, Rumble may make any changes it deems necessary to any Campaign, including to add words such as “Sponsored Content”, “Advertisement”, “Ad”, and/or “Paid” in connection with any Campaign if Rumble in its absolute discretion determines that it is not sufficiently identifiable as an Ad.
  • 5.4. In the event that a Composite Logo is created in connection with a Campaign, Rumble will own all rights, title and interest, including without limitation all intellectual property rights, in connection with the Composite Logo, excluding Advertiser Property contained therein. Advertiser will have the right to approve the Composite Logo, which approval will not be unreasonably withheld, conditioned, or delayed. For clarity, Rumble may register the Composite Logo, but will disclaim Advertiser Property. Advertiser shall have no right to use the Composite Logo outside of the Campaign, without prior written consent from Rumble.
  • 5.5. In the event that Co-Branded Content is created in connection with a Campaign, Rumble will own all rights, title and interest, including without limitation all intellectual property rights, in connection with the Co-Branded Content excluding Advertiser Property. Advertiser shall have no right to use the Co-Branded Content outside of the Campaign, without prior written consent from Rumble.
  • 5.6. Advertiser irrevocably assigns, transfers and abandons all of its rights, titles and interests (if any) in and to the Program and the Campaign (excluding Ads owned by Advertiser) to Rumble (and/or Program Producer if applicable), and Advertiser:
    • a. waives all moral rights and all similar rights existing under the Applicable Laws of any jurisdiction;
    • b. waives any right to seek, obtain, or enforce any injunctive or other equitable relief; and
    • c. releases Rumble (and Program Producer if applicable) and its (their) respective Affiliates and licensees from any claims for remuneration or any form of damage or compensation, including without limitation any claims for defamation or any other cause of action in connection with any use of Advertiser Property in connection with the Campaign (excluding Ads owned by Advertiser) and/or Program.
  • 5.7. Rumble acknowledges that all right, title and interest in and to Advertiser Property belongs to Advertiser. Any goodwill associated with Advertiser Property will endure exclusively to the benefit of Advertiser.

6. GENERAL WARRANTIES & INDEMNITY

  • 6.1. Advertiser represents and warrants that:
    • a. It has the right to enter into this Agreement and has all right title and interest necessary to grant the rights and the releases under the Agreement;
    • b. It has all necessary permits, licenses, consents, waivers and clearances to use the content in the Ads and Advertiser Property;
    • c. It has all the necessary permits, licenses, consents, waivers, and clearances to advertise, offer, and/or perform all goods and services advertised in the Ads and the Campaign;
    • d. Advertiser has paid all residual, re-use or similar payments, step-up fees, music synchronization, mechanical reproduction and music performance rights and license payments and any other amounts payable to third parties that arise as a result of or with respect to the online distribution and/or broadcast of Advertiser Ads and use of Advertiser Property hereunder; and
    • e. Advertiser Ads, Advertiser Property and all Advertiser activities in connection with the Campaign:
      • i. will not violate any applicable law, rule, or regulation, including, without limitation, the United States of America’s Federal Trade Commission and Federal Communications Commission regulations;
      • ii. will not violate any personal or proprietary right or privilege, including without limitation rights relating to privacy, defamation or publicity;
      • iii. will not infringe on any intellectual property rights (copyright, trademark, patent or other literary, dramatic or musical right) of any third party;
      • iv. will not make use of any subliminal technique;
      • v. will comply with all Applicable Laws;
      • vi. will be accurate, truthful, and contain no misrepresentation; and
      • vii. will comply with the Rumble Content Policies set out in the Rumble Website Terms and Conditions of Use and Agency Agreement, as may be amended from time to time and located at: https://rumble.com/s/terms, and/or any other content policies and guidelines that may be communicated to Advertiser and/or Agency from time to time. Without limiting the foregoing or any other content guidelines and policies that may be implemented by Rumble from time to time, Advertiser agrees to abide by, and confirms that all Ads shall comply with, the following guidelines (“Guidelines”):
        • a. Pursuant to applicable law, claims in the Ads must be truthful and evidence-based and must not be deceptive or unfair. For certain specialized products or services, additional rules may apply. It is the obligation of the Advertiser to ensure they comply with applicable law.
        • b. Adult content, sexualized images, or associated products and services are not permitted.
        • c. Fake endorsements and/or the use of a party’s likeness to promote a product or service, unless permission has been granted by that party for such use, is prohibited. This includes fake social media posts and fake headlines or communications even if presented in a satirical manner.
        • d. Fake news headlines or statements meant to elicit a reaction or click (e.g., “Biden initiates World War III”) are prohibited.
        • e. Rumble reserves the right, in itsr sole discretion, to prohibit the promotion and/or sale of certain products in specific vertical markets, including, but not necessarily limited to dating, THC products, erectile dysfunction and gambling.
        • f. Visually unpleasant images and/or features that could be disturbing to the viewing experience are prohibited (e.g., flashing ads and/or distorted image lines).
        • Rumble uses the Federal Trade Commission (“FTC”) guidelines (“FTC Guidelines”) to monitor and review online advertising. It is the responsibility of the Advertiser to ensure their advertising, offers, and business practices comply with the FTC regulations. For more information, please visit the FTC’s website for advertising and marketing guidelines: Advertising and Marketing | Federal Trade Commission (ftc.gov). The Guidelines provided above, including the FTC Guidelines, are not exhaustive and may be amended or expanded at any time at the sole discretion of Rumble.
  • 6.2. Agency represents and warrants that it has the right to enter into this Agreement and in entering into the Agreement it is acting as the legally authorized agent of Advertiser and that it has full right and authority to enter into this Agreement on behalf of and bind Advertiser in respect of all Advertiser representations, warranties and obligations.
  • 6.3. Agency and Advertiser are jointly and severally liable for all Agency and Advertiser obligations in the Agreement including but not limited to the obligation to make payments.
  • 6.4. The Parties agree to, at all times, comply with all Applicable Laws. Without limiting the foregoing, Agency and Advertiser agree to assist Rumble in its performance of necessary due diligence by providing information requested by Rumble for purposes of complying with the requirements of the United States’ Department of Treasury’s Office of Foreign Assets Control.
  • 6.5. To the fullest extent permitted by law, Advertiser and/or Agency, as applicable, will indemnify Rumble, its Affiliates, its licensees, and its and their respective officers, directors, employees, and agents against any and all claims, losses, damages, costs (including legal fees) and causes of action arising out of (i) any breach or alleged breach of any provision of the Agreement, including but not limited to any breach or alleged breach of any representation or warranty given by Advertiser or Agency under the Agreement, (ii) the Advertiser Property distributed or broadcast in connection with this Agreement, or (iii) any claims of intellectual property infringement.
  • 6.6. In addition to any insurance requirements specifically set out in this Agreement, it will be Advertiser and Agency's sole responsibility, at their sole expense, to secure and maintain adequate insurance with regards to this Agreement, including but not limited to, E&O, public liability, property damage, medical, disability travel and life insurance as well as workers' compensation insurance in the relevant jurisdiction.
  • 6.7. Rumble will not be liable for any damages, losses, costs or expenses suffered by Advertiser or Agency as a result of:
    • a. loss of or damage to any materials provided by Advertiser in connection with the Campaign;
    • b. substitution, interruption, postponement, inability or omission to distribute or broadcast any Campaign element due to technical or mechanical difficulties or failure to transmit by a third party or any federal, provincial municipal act, regulation, direction order or requirement;
    • c. modification of a Campaign element by Rumble, where Rumble determines in its sole discretion, such modification is necessary to comply with any Applicable Law, regulation, code, directive, policy, guideline or best practice and/or standard (technical or otherwise) applicable to a Party or the Campaign; or
    • d. cancellation of a Campaign by Rumble where Rumble in its sole and absolute discretion determines that a Party or the Campaign does not conform with Applicable Law, or the Campaign or Ad is not in Rumble’s best interests, in Rumble’s sole discretion.
  • 6.8. Rumble's liability to Advertiser and Agency under this Agreement shall be limited at Rumble's sole option to (i) reimbursement as liquidated damages, of any amounts prepaid hereunder for undelivered Campaign elements; or (ii) the provision to Advertiser/Agency of reasonable make-goods. IN NO EVENT SHALL RUMBLE, ITS AFFILIATES, ITS OR THEIR SUPPLIERS AND SUBCONTRACTORS, BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST REVENUE, LOST PROFITS, LOST OR DAMAGED DATA, INTERRUPTION OF BUSINESS, LOST OPPORTUNITY, LOSS OF GOODWILL OR LOSS OF REPUTATION WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF RUMBLE, ITS AFFILIATES, ITS OR THEIR SUPPLIERS OR SUBCONTRACTORS, HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF. THESE LIMITATIONS SHALL APPLY UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM THE USE OF ANY RUMBLE PRODUCTS AND/OR PROVIDER SERVICES PURCHASED, INCLUDING, WITHOUT LIMITATION CAMPAIGNS AND/OR ADS, OR THE FAILURE OF SUCH PRODUCTS OR SERVICES TO PERFORM, OR FOR ANY OTHER REASON, AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY.

7. APPROVAL OF CAMPAIGNS

  • 7.1. The form and content (including the creative and lander) of all Campaigns and use of Advertiser Property must be approved and accepted by Rumble, which may refuse in its sole discretion to distribute, advertise and/or promote any Campaign for any reason including without limitation Applicable Law. Notwithstanding approval of any Campaign or Ad pursuant to this section, Rumble may refuse to distribute, advertise and/or promote the Campaign for any reason.
  • 7.2. Notwithstanding anything in the Agreement, if Rumble is unable to obtain the approval rights of a third party, where a third party is reasonably required to provide its approval (e.g. a Program Producer), Rumble will have the right to amend (or if necessary, terminate) the Agreement, in Rumble's sole discretion.

8. GENERAL

  • 8.1. Advertiser will submit to Rumble for prior written approval, all press releases, advertising, sales campaigns and other publicity matters in connection with this Agreement, Rumble Property and the Campaign.
  • 8.2. Rumble may in its sole discretion reschedule, pre-empt or cancel any Program.
  • 8.3. Any notice under the Agreement will be given in writing either by personal delivery, by mail, or by e-mail at the respective addresses of Advertiser and of the Rumble. Notice by mail will be deemed to have been delivered three (3) business days after it is sent. Notice by e-mail will be deemed delivered on the business day after it is sent. Notice will be given to the Parties at the contact information indicated herein, or to such other address as indicated by the Parties in writing.
  • 8.4. Advertiser and Agency may not subcontract any of their respective obligations under this Agreement without prior written consent of Rumble. In all circumstances, Advertiser and Agency will remain responsible and liable for all subcontracted parties including payments due to subcontractors.
  • 8.5. Advertiser may not transfer or assign the Agreement or any right conferred by it without Rumble's prior written consent. The Agreement will be binding on the Parties' respective successors and permitted assigns.
  • 8.6. The Agreement may not be cancelled by Advertiser or Agent. If there are any mutually agreed revisions to the Agreement, Rumble will issue an amendment thereto.
  • 8.7. Certain Campaigns and related Agreements may be conditional upon approval by Rumble's President and Board of Directors. This condition is inserted for the benefit of Rumble and may be waived at Rumble's sole election. Notwithstanding approval of any Campaign or Ad pursuant to this section, Rumble may refuse to distribute, advertise and/or promote the Campaign for any reason.
  • 8.8. Each Party will maintain the confidentiality of the other Party's Confidential Information and will not, without the prior written consent of the other, use, disclose, copy or modify the other Party's Confidential Information other than as necessary for the performance of its rights and obligations under the Agreement. “Confidential Information” means information relating to a Party's business affairs or activities not in the public domain, and which is either marked as confidential or proprietary, or about which the receiving Party is advised of its confidential nature or should otherwise recognize it to be confidential based on the nature of the information.
  • 8.9. In the event of the occurrence of any of the defaults described below, and if such default(s) is not cured within ten (10) days of receipt of the other Party's notification of such default(s), then, in addition to any other remedy available to it, the Party not in default will have the right (but not the obligation) to terminate the Agreement effective upon the giving of written notice:
    • a. if any representation made herein or in any other certificate or instrument delivered herein will be found to be false or incorrect or misleading in a material respect, by omission or otherwise; or
    • b. if a Party becomes the subject of any bankruptcy, insolvency or similar proceeding.
  • 8.10. All representations, warranties, covenants, indemnities and undertakings given by Advertiser herein will survive the termination or expiry of the Agreement.
  • 8.11. Should any part of the Agreement be void or unenforceable for any reason whatsoever, such section(s) will be severable and the remainder of the Agreement will remain in full force and effect.
  • 8.12. The Agreement is the entire agreement of the Parties with regard to the matters dealt with herein. There are no understandings or agreements, oral or written, between the Parties, except as are expressly detailed in the Agreement. Any amendments to the Agreement will be in writing and agreed to by all Parties. In the event of a conflict between the terms of the documents listed below, the following order of priority will apply to resolve the conflict: (i) the applicable Supplement(s); and (ii) these Terms and Conditions.
  • 8.13. Notwithstanding the foregoing, Rumble reserves the right to unilaterally revise these Terms and Conditions from time to time. Rumble will post any revised Terms and Conditions on its website at ads.rumble.com. Advertiser should periodically review the website for notice of any changes to these Terms and Conditions. Advertiser's continued purchase of the Campaigns means that Advertiser agrees to and accepts the revised Terms and Conditions.
  • 8.14. A waiver by either Party of strict compliance with any term or condition hereof will not in itself constitute a waiver of the rights of said Party in the event of a subsequent breach of said term or condition.
  • 8.15. Nothing in the Agreement will make the Parties partners or joint venturers, and except as is herein expressly stated neither Party may act as an agent for the other or make any representation or incur any obligation on behalf of the other.
  • 8.16. The Parties agree to execute all documents and take all action necessary or desirable to give full effect to the provisions of the Agreement.
  • 8.17. Excluding payment obligations, neither Party will be held responsible for damages caused by delay or failure to perform or observe any covenant, undertaking, obligation or condition hereunder when such delay or failure is due to an act of God, inevitable accident, fire, flood, epidemic, pandemic, community health order or regulation, lockout or strike, riot or civil unrest, wars, acts of public authorities (including law enactment, regulation, rule, order, etc.), or other cause of similar or different nature beyond the control of the Parties (“Force Majeure”). Should either Party be unable to comply with its obligations hereunder for more than 14 consecutive days due to a Force Majeure, the other Party may terminate this Agreement effective immediately with written notice.
  • 8.18. The Parties hereto have requested that the Agreement be drafted in English.
  • 8.19. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (whether contractual or non-contractual, including tort, breach of statute or regulation or otherwise) shall be governed by and construed in accordance with the laws of the state of Florida and of the United States of America. The Parties irrevocably agree that the courts of Florida located in Sarasota County, Florida shall have exclusive jurisdiction to resolve any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Exhibit A

Host-Read Advertisement Supplement to Advertising Terms and Conditions (v. 04112024)

This Host-Read Advertisement Supplement (“Supplement”) is a supplement to the Rumble Advertising Terms and Conditions (“Terms and Conditions”) and applies to the purchase of host-read advertisements (“Host-Read Ad(s)”) to be read by Rumble content creators (“Host”). Rumble reserves the right to modify this Supplement at its sole discretion. Capitalized terms not otherwise defined herein have the meaning attributed to them in the Terms and Conditions. In the event of any conflict between this Supplement and the Terms and Conditions, this Supplement takes precedence.

Advertiser agrees as follows:
  • 1. The content of a Host Read Ad is solely the responsibility of the Advertiser. Notwithstanding, the Advertiser may not require a Host to read a specific script as part of the Host Read Ad unless Rumble (and, in some cases, the Host) approves the script, such approval to be notified by Rumble to the Advertiser in writing. Further, and without limiting the foregoing or any other right of Rumble contained herein, the Advertiser shall not submit a script that (i) includes derogatory, defamatory, or disparaging statements about the Host; (ii) requires the Host to endorse a competitor; or (iii) may create a moral conflict of interest with the Host’s sincerely held beliefs.
  • 2. Rumble may, in its sole discretion, accept or reject any Host Read Ad.
  • 3. It is in Rumble’s sole discretion to determine if the Host-Read Ad has been performed by a Host in accordance with the script and any other requirements agreed upon between Rumble, the Advertiser, and/or the Host.
  • 4. The Advertiser represents and warrants to Rumble that it shall comply with all applicable laws in relation to the Advertiser’s performance of the Agreement, including the Advertiser’s performance of this Supplement. Without limiting the foregoing, to the extent any Host Read Ad contains an endorsement or testimonial by the Host, or a material connection between the Advertiser and the Host exists, the Advertiser represents and warrants to Rumble that all applicable requirements of the United States’ Federal Trade Commission’s (“FTC”) advertising regulations governing endorsements, testimonials and disclosures of material connections have been met and will be complied with during and after the term of the Agreement. For the avoidance of doubt, and without limiting the foregoing, if the Host Read Ad requires the Host to endorse a product or service, the Advertiser will ensure that the FTC regulations governing endorsements are strictly followed.
  • 5. Without the prior written consent of Rumble, Advertiser may not use the Host Read Ad for any other purpose or on any other platform. Notwithstanding, the Advertiser understands and agrees that Rumble may, and/or may allow the Host to, perform the Host Read Ad on platforms other than the Rumble platform (“Other Platform(s)”). For the avoidance of doubt, when purchasing Host Read Ads, the Advertiser understands and agrees that they are purchasing not only the ability to have the Host Read Ads performed on the Rumble platform, but on Other Platforms as well, at the discretion of Rumble.
  • 6. The Advertiser understands and agrees that if payment to Rumble is based upon the number of viewers of a livestream, Rumble, at its sole discretion, counts views on the Rumble platform and on Other Platforms as well. Rumble pulls Other Platform view counts directly from the Other Platforms. Rumble cannot guarantee the accuracy of those Other Platform viewer counts.
  • 7. The Advertiser understands and agrees that Host Read Ads are assigned to Hosts in an automated manner and may be performed by more than one Host. For the avoidance of doubt, the Advertiser may not have the ability to select the Host who will perform the Host Read Ad. Further, the Advertiser understands and agrees that a Host Read Ad may be performed in the same stream as other host read advertisements, including advertisements for products or services that compete with the products or services described in the Host Read Ad(s) covered by this Agreement.
  • 8. Unless otherwise agreed to by Rumble in writing, payment for Host Read Ads are non-refundable once the Host Read Ad read commences.
  • 9. Without limiting its obligations pursuant to the Agreement, Advertiser agrees to indemnify, defend, and hold Rumble and its Affiliates, and Rumble’s and its Affiliates’ respective officers, directors, employees, and agents, harmless from and against any and all claims, losses, damages, costs (including legal fees) and causes of action arising out of (i) any breach or alleged breach of any provision, representation or warranty of this Supplement by Advertiser and (ii) the distribution or broadcast of a Host Read Ad in connection with this Supplement.

Exhibit B

Stitched Advertisement Supplement to Advertising Terms and Conditions (v. 09012023)

This Stitched Advertisement Supplement (“Supplement”) is a supplement to the Rumble Advertising Terms and Conditions (“Terms and Conditions”) and applies to the inserting (or “stitching”) of advertisements into certain live event content (“Event”) streamed on the Rumble Platform. Rumble reserves the right to modify this Supplement at its sole discretion. Capitalized terms not otherwise defined herein have the meaning attributed to them in the Terms and Conditions. In the event of any conflict between this Supplement and the Terms and Conditions, this Supplement takes precedence.

Advertiser agrees as follows:
  • 1. Advertiser will provide the advertisement asset (“Stitched Ad(s)”) to Rumble no less than seven (7) days prior to the date of the Event (“Cut-Off Date”). If a Stitched Ad is provided after the Cut-Off Date, Rumble cannot guarantee that the Stitched Ad will be aired during the Event. Advertiser is not entitled to a refund for any Stitched Ad space purchased but unused due to Advertiser’s fault, including missing the Cut-Off Date.
  • 2. The content of a Stitched Ad is solely the responsibility of the Advertiser.
  • 3. Rumble may, in its sole discretion, accept or reject any Stitched Ad.
  • 4. Once a Stitched Ad is inserted into the Event, the Advertiser understands and agrees that the Stitched Ad will be seen in re-streams of the Event. Without limiting anything contained herein or in the Terms and Conditions, the perpetual license granted to Rumble pursuant to the Terms and Conditions with respect to Advertiser Property applies to any Stitched Ad covered by this Supplement.
  • 5. The Advertiser represents and warrants to Rumble that it shall comply with all applicable laws in relation to the Advertiser’s performance of the Agreement, including the Advertiser’s performance of this Supplement. Without limiting the foregoing, Advertiser represents and warrants to Rumble that all applicable requirements of the United States’ Federal Trade Commission’s advertising regulations have been met and will be complied with during and after the term of the Agreement.
  • 6. Without limiting its obligations pursuant to the Agreement, Advertiser agrees to indemnify, defend, and hold Rumble and its Affiliates, and Rumble’s and its Affiliates’ respective officers, directors, employees, and agents, harmless from and against any and all claims, losses, damages, costs (including legal fees) and causes of action arising out of (i) any breach or alleged breach of any provision, representation or warranty of this Supplement by Advertiser and (ii) the distribution or broadcast of a Stitched Ad in connection with this Supplement.

Exhibit C

HTML Ad Unit Agreement Supplement (v. 09012023)

This HTML Ad Unit Agreement Supplement (“Supplement”) is a supplement to the Rumble Advertising Terms and Conditions (“Terms and Conditions”) and applies to the direct purchase of advertising display and/or video inventory in the rumble.com zones via the Rumble Advertising Center (“RAC”). Rumble reserves the right to modify this Supplement at its sole discretion. Capitalized terms not otherwise defined herein have the meaning attributed to them in the Terms and Conditions. In the event of any conflict between this Supplement and the Terms and Conditions, this Supplement takes precedence.

Advertiser agrees to the following:
  • 1. Advertiser will open a RAC account to be used for the purchase of display and/or video inventory in rumble.com zones.
  • 2. In order to maintain the HTML Ad type functionality, it is recommended that the Advertiser spends a minimum of US$25,000 per month, unless a different amount is agreed to between Rumble and Advertiser. The Advertiser's account will be pre-funded by Advertiser no later than five (5) days prior to the start of each month.
  • 3. In addition to and without limiting any content guidelines and policies that may be referenced in the Terms and Conditions, and further without limiting any other content guidelines and policies that may be implemented by Rumble from time to time, Advertiser agrees to abide by, and confirms that all Ads shall comply with, the following guidelines (“Guidelines”):
    • a. Pursuant to applicable law, claims in the Ads must be truthful and evidence-based and must not be deceptive or unfair. For certain specialized products or services, additional rules may apply. It is the obligation of the Advertiser to ensure they comply with applicable law.
    • b. Adult content, sexualized images, or associated products and services are not permitted.
    • c. Fake endorsements and/or the use of a party’s likeness to promote a product or service, unless permission has been granted by that party for such use, is prohibited. This includes fake social media posts and fake headlines or communications even if presented in a satirical manner.
    • d. Fake news headlines or statements meant to elicit a reaction or click (e.g., “Biden initiates World War III”) are prohibited.
    • e. Rumble reserves the right, in its sole discretion, to prohibit the promotion and/or sale of certain products in specific vertical markets, including, but not necessarily limited to dating, THC products, erectile dysfunction and gambling.
    • f. Visually unpleasant images and/or features that could be disturbing to the viewing experience are prohibited (e.g., flashing ads and/or distorted image lines).
    • Rumble uses the Federal Trade Commission (“FTC”) guidelines (“FTC Guidelines”) to monitor and review online advertising. It is the responsibility of the Advertiser to ensure their advertising, offers, and business practices comply with the FTC regulations. For more information, please visit the FTC’s website for advertising and marketing guidelines:

      Advertising and Marketing | Federal Trade Commission (ftc.gov)

      The Guidelines provided above, including the FTC Guidelines, are not exhaustive and may be amended or expanded at any time at the sole discretion of Rumble.
  • 4. Within three (3) business days of opening its RAC account, Advertiser must provide Rumble with the name and contact information for a technical escalation contact (“TEC”) who has the ability to respond to inquiries from Rumble regarding creatives and/or landers, including in instances where an Ad needs to be removed due to infractions such as violations of the Guidelines and/or FTC Guidelines. Any changes to the TEC must be notified to Rumble in writing.
  • 5. At Rumble’s sole discretion, and without limiting any other of Rumble’s rights under the Terms and Conditions, including the right to terminate an Agreement between the Parties, Rumble reserves the right to discontinue the ability for Advertiser to use “HTML type” Ads if the severity and frequency of an infraction, or multiple infractions, warrant suspension and/or termination of that use.
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