General Publisher Terms and Conditions

These publisher terms and conditions ("Terms") govern the relationship between Mega Rewards, LLC, a New York limited company with offices at 10 Winthrop St. Rochester, New York 14607 ("Mega Rewards") and the "Publisher" or "Publisher Network" (as such terms are defined herein) identified in the corresponding insertion order ("IO"). These Terms set forth the respective rights and obligations of Mega Rewards and the Publisher or Publisher Network, as applicable (each, a "Party," or together, the "Parties") and shall be deemed incorporated by reference into any IO entered into between Mega Rewards and Publisher or Publisher Network which together with an executed IO, constitute a legally binding agreement ("Agreement") between the Parties. To the extent there are multiple IOs with a single Publisher or Publisher Network, these Terms shall apply to each IO and each one shall constitute a separate Agreement. If there's a conflict between the Terms and a corresponding IO, provided that the IO terms are compliant with Applicable Laws and Requirements, the IO shall govern.

Relationship Among Mega Rewards, Publisher, Publisher Network, and Publisher Source

1.1. "Publisher" means any Person (as defined below) Mega Rewards pays, offers to pay, or provides or offers to provide any form of consideration for the work specified in an IO, which may include: (i) the provision or referral of potential or actual consumers to a Mega Rewards website and/or (ii) the advertising, marketing, promotion, or offering for sale any of Mega Rewards's goods or services.

1.2. If a Publisher pays, offers to pay, or provides or offers to provide any form of consideration to any other Person for Services (as defined below), such Publisher shall be referred to herein as "Publisher Network."

1.3. "Publisher Source(s)" means any Person who Publisher Network pays, offers to pay, or provides or offers to provide any form of consideration for Services.

1.4. Where obligations on the counterparty are identical whether the counterparty is a "Publisher" or a "Publisher Network," the term "Publisher" may be used in this Agreement to refer to the counterparty regardless of whether the counterparty is a "Publisher" or a "Publisher Network". Where obligations or restrictions are imposed on a Publisher and the counterparty is a Publisher Network such as provided for in Sections 4.2, 5.3, 6.1, 7 and 8, the Publisher Network is responsible for ensuring that its Publisher Sources comply with such obligations and restrictions. Mega Rewards is not and shall not be deemed a party to any agreement or arrangement between a Publisher Network and its Publisher Source(s).

Definitions

"Affirmative Express Consent" means, upon being presented with a clear choice to provide or withhold consent, an affirmative act taken by a consumer communicating specific, informed, and unambiguous authorization to collection and sale, transfer, or disclosure of Personal Information.

"Applicable Laws" means all applicable laws, rules, regulations, ordinances, judgments, decrees, orders, guidance, or other governmental mandatory requirements, including all laws relating to consumer protection, data protection, lead generation, marketing, and privacy, such as the Federal Trade Commission Act ("FTCA"), the CAN-SPAM Act ("CAN-SPAM"), the Restore Online Shoppers' Confidence Act ("ROSCA"), Telephone Consumer Protection Act ("TCPA"), the Telemarketing Sales Rule ("TSR"), the Fair Credit Reporting Act ("FCRA"), the Federal Trade Commission's Guides Concerning Use of Endorsements and Testimonials in Advertising ("Endorsement Guides"), the California Consumer Privacy Act of ("CCPA"), the Colorado Privacy Act ("CPA"), the Connecticut Data Privacy Act ("CTDPA"), the Virginia Consumer Data Protection Act ("VCDPA"), and the Utah Consumer Privacy Act ("UCPA"). Applicable Laws shall also include any applicable laws that are enacted or amended after the Effective Date of the Agreement.

"Applicable Laws and Requirements" means Applicable Laws, the FTC Consent Order, the Publisher Marketing Requirements, and these Terms.

"Campaign(s)" means a promotional program or advertising campaign as specified in a corresponding IO.

"Clear(ly) and Conspicuous(ly)" means easily noticeable and easily understandable by consumers as fully set out in the FTC Consent Order.

"Commercial Email Message(s)" means any email message whose primary purpose is the commercial advertisement or promotion of a commercial product or service (including the content on an Internet website operated for a commercial purpose). "Procure," when used with respect to a Commercial Email Message, means to pay or provide other consideration to, or induce, another Person to initiate a Commercial Email Message on one's behalf.

"Confidential Information" means information (either oral, written, or digital) disclosed by either Party to the other Party, including data, research, product plans, products, services, pricing, customer lists, mailing lists, marketing plans, opportunities, trade secrets, markets, software, developments, inventions, processes, designs, drawings, engineering, technical data, know-how, hardware configuration information, and marketing or financial data. Confidential Information shall also include any other proprietary business information, which derives actual or potential economic value from not being generally known, which is either clearly identified as confidential or, which under the circumstances surrounding disclosure ought to be treated as confidential, protected information by a reasonable person, including these Terms. Confidential Information shall not include any information that: (i) at the time of the disclosure or thereafter is or becomes generally available to the public other than as a result of its disclosure by a Party in violation of the Agreement; (ii) was or becomes available to either Party on a non-confidential basis from a source other than the disclosing Party; (iii) is independently developed by either Party without the use of any Confidential Information; or (iv) was in the possession of a Party prior to being disclosed to by the other Party.

"Creative" means material (including text, graphic, video, audio, and photographs, and any material components or elements thereof, including advertisements and content in Commercial Email Messages) used by a Publisher, in connection with Services. "Mega Rewards Creative" means Creative developed by Mega Rewards and provided to Publisher. "Publisher Creative" means Creative developed by a Publisher (including by any Publisher Source). "Approved Publisher Creative" means Publisher Creative that has been reviewed and approved by Mega Rewards or Publisher Network (on behalf of its Publisher Sources), as applicable (prior to public display or dissemination) for use as required herein.

"Mega Rewards Site(s)" means a consumer-facing website or other media property owned and operated by Mega Rewards.

"Header Information" means the source, destination, and routing information attached to a Commercial Email Message, including the originating domain name and originating email address, and any other information that appears in the line identifying, or purporting to identify, a Person initiating or Procuring the Commercial Email Message.

"Lead" means a submission of data by a consumer on a Mega Rewards Site, generated by a Publisher.

"Person" means a natural person, an organization, or other legal entity, including a corporation, partnership, sole proprietorship, limited liability company, association, cooperative, or any other group or combination acting as an entity.

"Personal Information" means individually identifiable information from or about an individual consumer, including: (i) first and last name; (ii) a home or other physical address, including street name, name of city or town, or zip code; (iii) an email address or other online contact information, such as a social media username; (iv) a telephone number, including mobile number; (v) gender; (vi) age or date of birth; (vii) response to any survey or multiple-choice question about circumstances specific to the consumer (e.g., education level, employment status, or household debt); (viii) biometric information; or (ix) any information combined with any of (i) through (viii).

"Publisher Marketing Requirements" means Mega Rewards's "Advertising and Marketing Requirements for Publishers," attached hereto as Exhibit 1. Mega Rewards may modify the Publisher Marketing Requirements from time to time in its sole discretion. Mega Rewards will notify Publishers of the modifications and the modified requirements will be posted in CAKE (or any other online portal or tracking platform designed by Mega Rewards from time to time) and take effect immediately. If a Publisher (including a Publisher Source) does not agree to comply with the modified Publisher Marketing Requirements, such Person shall immediately cease providing Services.

"Qualified Lead(s)" means a submission, generated by a Publisher of complete registration data by a consumer that is a U.S. resident on a Mega Rewards Site, that, in Mega Rewards's sole discretion, satisfies the criteria specified in the corresponding IO and is generated via means that comply with Applicable Laws and Requirements. Qualified Leads shall not include: (i) any Lead already received by Mega Rewards in the prior thirty business days (each, a "Duplicate Lead"); (ii) any Lead that does not contain valid data inputs for all of the required fields (each, an "Invalid Lead"); or (iii) any Lead that is the product of fraud or manipulation of information, or that is included in a batch of Leads that, in Mega Rewards's sole discretion, are deemed to have any indicia of being the product of fraud (each, a "Fraudulent Lead").

"Services" means the work to be performed in a corresponding IO, including, the advertising, marketing, or promotion of Mega Rewards Sites, goods, or services and/or the generation of Leads.

Services.

3.1. Publisher shall, and Publisher Network shall (directly and/or through Publisher Source(s)), perform Services in compliance with Applicable Laws and Requirements.

Rights and Obligations of Mega Rewards.

4.1. Mega Rewards reserves the right, in its sole discretion, to make updates and/or changes ("Modification(s)") to the Terms at any time upon prior notice to Publisher. The latest Terms will be posted on Mega Rewards website or in another manner accessible to Publisher as designated by Mega Rewards from time to time. If Publisher does not wish to accept a Modification to the Terms, Publisher must provide notice of termination to Mega Rewards in writing within two (2) business days of such Modification. Publisher's continued performance of Services after any such Modification is posted will constitute Publisher's acceptance of same.

4.2. Mega Rewards may, at any time, request the information and records set out herein from Publisher. For clarity, Mega Rewards will not use any such information to circumvent a Publisher at any time and will use such information for the sole purpose of responding to a request for such information or to enable Mega Rewards to bar the Publisher Network or any applicable Publisher Source from providing Services in the future.

4.3. Mega Rewards shall not be obligated to pay for Leads that, in Mega Rewards's sole discretion, do not qualify as Qualified Leads. If Mega Rewards reasonably believes that a Publisher is submitting Fraudulent Leads, Mega Rewards will hold the Publisher's payment in 'Pending Status' unless and until Publisher has satisfactorily provided evidence that it is not submitting Fraudulent Leads. Mega Rewards will not use any Lead it deems non-payable for any reason, in any manner whatsoever. The Parties agree to work in good faith to resolve any dispute regarding Leads, recognizing that Mega Rewards maintains sole discretion to determine a Lead's status.

4.4. Mega Rewards represents and warrants to Publisher that: (i) Mega Rewards holds the required intellectual property rights and/or licenses necessary to license the Mega Rewards Creative it supplies to Publisher; and (ii) the Mega Rewards Creative provided to Publisher (and their posting, display, use, reproduction, distribution, and transmission) do not infringe on any third party's copyright, patent, trademark, trade secret, or other proprietary rights.

Rights and Obligations of Publisher or Publisher Network.

5.1. Publisher shall provide the following identifying information to Mega Rewards prior to entering into an IO and/or performing Services:

If Publisher is a business entity: (i) Publisher's name; (ii) all names that Publisher does business; (iii) Publisher's state of incorporation/ formation; (iv) Publisher's registered agent; (v) the first and last name, physical address, country, telephone number, and email address for at least one natural Person who owns, manages, or controls Publisher; and (vi) the complete bank account information where payments are to be made to Publisher.

If Publisher is a Person: (i) Publisher's first and last name; (ii) any and all names under which Publisher does business; (iii) Publisher's physical address and country; (iv) Publisher's telephone number; (v) Publisher's email address; and (vi) Publisher's bank account information (including only the last four (4) digits of bank account number) necessary to identify where payments are to be made to Publisher.

5.2. Publisher is authorized to provide the Services and market Mega Rewards Sites only as specified in the IO, which may include: (i) via email to consumers in Publisher's proprietary database(s) or in the database of a Publisher Source of email addresses (collectively, "Publisher Databases"); (ii) via push notifications to consumers who have opted in to receive push notifications; (iii) via social media; and (iv) via display ads to consumers on websites owned and/or operated by Publisher (including Publisher Sources) (collectively, "Publisher Websites" and together with the Publisher Databases, "Publisher Media") or third-party websites including social media platforms such as Facebook, Google, Instagram, TikTok, YouTube, and other third-party websites and social media platforms now known or hereafter developed.

5.3. Publisher (including a Publisher Source) may, in its sole discretion, reject, cancel, or remove any Creative at any time for any reason without prior notice to Mega Rewards; provided, that Publisher must then notify Mega Rewards within one (1) business day.

Creative – Approval, Review, Changes, and Records.

6.1. Publisher shall solely use, Mega Rewards Creative or Approved Publisher Creative. All Approved Publisher Creative used must (i) comply with Applicable Laws and Requirements, (ii) not infringe or otherwise violate the intellectual property rights of any third party, (iii) include a disclosure statement where it is not reasonably clear that the Creative is a paid advertisement, and (iv) contain and comply with all disclosures required under Applicable Laws and Requirements.

Mega Rewards hereby grants to Publisher a non-exclusive, royalty-free, worldwide right and license by all means and in any media, whether now known or hereafter discovered, to use, reproduce, distribute, publicly perform, publicly display, and digitally perform Mega Rewards Creative, and all its constituent parts, without material modification, for the duration specified in the corresponding IO; provided, that Mega Rewards is and will remain the sole owner of any and all intellectual property rights associated with Mega Rewards Creative.

Publisher must provide Mega Rewards with a copy of all materially distinct Publisher Creative for Mega Rewards's review and approval prior to public display or dissemination to consumers. Once Publisher Creative has been submitted to Mega Rewards for review, Mega Rewards will determine whether it complies with Applicable Laws and Requirements and will inform Publisher, in writing, as to whether approval to use the Publisher Creative is granted or denied. Publisher agrees that it will only use Approved Publisher Creative that has been preapproved in writing by Mega Rewards.

Publisher Network shall require Publisher Sources to provide Publisher Network with a copy of all materially distinct Publisher Creative that such Publisher Sources wish to use for Publisher Network's review and approval prior to public display or dissemination to consumers. Once Publisher Creative has been submitted by any Publisher Source to Publisher Network for review, Publisher Network will determine whether it complies with Applicable Laws and Requirements. Publisher Network shall inform Publisher Source, in writing, as to whether approval to use the Publisher Creative is granted or denied and shall retain proof of same, which shall be provided to Mega Rewards upon request. Publisher Network shall only permit Publisher Sources to use Approved Publisher Creative that has been reviewed and approved in writing by Publisher Network.

6.2. Publisher shall not materially modify Mega Rewards Creative, Approved Publisher Creative, or any component thereof without prior written approval from Mega Rewards on a case-by-case basis. Material modifications to Mega Rewards Creative or Approved Publisher Creative must be reviewed and approved prior to public display or dissemination to consumers.

6.3. Publisher shall record and maintain the following information so that it may be furnished to Mega Rewards upon two (2) business days of Mega Rewards's request: (i) each website or social media location where Creative has appeared that Publisher and/or any Publisher Source maintains or controls, including any social media account or URL of any website; (ii) each ad platform, such as Google Ads or Meta's Self-Serve Ads, to which Publisher and/or any Publisher Source submitted Creative to be served to consumers and the dates corresponding to the time period over which it was served; (iii) the URL for any hyperlinks contained within Creative; and (iv) dates when Creative was publicly displayed or disseminated to any consumer.

Performance of Services — Restrictions and Obligations.

7.1. Unless expressly permitted by Mega Rewards in writing, Publisher shall not:

• display Creative before the "Start Date" and after the "End Date" specified in an IO or as otherwise specified in a written notice from Mega Rewards, or after any cap or volume limitation specified in an IO has been met;
• use, any "incentivized marketing" tactics, create the appearance of incentivized marketing, attempt to induce consumers to provide Lead-related information through use of incentives or establish, or cause to be established, any promotion that provides any sweepstakes entries, rewards, points, or other compensation to be earned in connection with generating Leads;
• use any endorsements or testimonials in connection with the performance of Services, unless approved in writing by Mega Rewards in which event such Services must comply with, and cause influencers to comply with all Applicable Laws and Requirements;
• misrepresent or assist others in misrepresenting, expressly or by implication, any fact material to consumers including, the misrepresentations set out in Applicable Laws and Requirements;
• invisible methods or auto-spawning browsers to generate Leads that are fraudulent or that are not the affirmative act of the consumer;
• spamming, sending any unsolicited mass mailing or instant messaging, or the use of spyware;
• violate, the terms of service of third-party websites and social media platforms such as Facebook, Google, Instagram, TikTok, YouTube, and other third-party websites and social media platforms now known or hereafter developed;
• attempt, to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the tags, source code, links, pixels, modules, or other data provided by or obtained from Mega Rewards that allow Mega Rewards to measure Creative performance and/or assure Publisher Media transparency;
• solicit, or permit any Publisher to solicit, Personal Information from any consumer under eighteen (18) years of age or from any consumer who is not a U.S. resident; or
• provide Services and/or Leads that include redirects or back-button traffic.

7.2. Publisher shall not engage in any advertising via SMS, Smart Messaging, EMS, MMS or any other type of text messaging service or protocol, facsimile, or telemarketing. If a Publisher, (including a Publisher Source) uses SMS or other prohibited methods to perform Services, including promoting Mega Rewards Sites or generate Leads, Publisher shall indemnify Mega Rewards to the fullest extent as provided for in Section 15, including assuming, at its expense, defense of such claims. Any settlement of any such claim shall include a full release of Mega Rewards from any liability in a form reasonably acceptable to Mega Rewards and subject to Mega Rewards's prior written approval.

7.3. Publisher shall not place, any Creative or other intellectual property made available to Publisher in connection with the performance of Services on Publisher Websites or other websites, properties, or platforms that contain, promote, reference, or have links to: (i) web pages with no content; (ii) profanity, sexually explicit material, hate material, material that promotes violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age or family status, illegal activities or advice, or any other material deemed by Mega Rewards to be unsuitable or harmful to Mega Rewards's reputation; (iii) piracy (of software, videos, audio/music, books, video games, etc.), hacking/cracking/phreaking, emulators/ROMs or content unlockers that unlock content that violate the intellectual property or privacy rights of others; (iv) intentionally deceptive acts or practices; (v) personal web pages, non-English language pages, free hosted pages, Publisher Websites, or other websites, properties, or platforms under construction; (vi) charity clicks/donations, paid to surf, Active X downloads, affiliate links or incentivized traffic where consumers have some sort of incentive to click on Creative; or (vii) activities generally understood as Internet abuse, including the sending of unsolicited bulk electronic mail or the use of spyware.

7.4. Publisher shall not use, third-party trademarks or any other term excluded from the applicable "Search Terms for Use" provided in the IO (if provided), in any manner to direct traffic to Publisher Media. This prohibition includes purchasing keywords from search engine service providers ("Paid Search Networks") or purchasing inclusion in search engine networks ("Paid Inclusion Networks"), where the associated keywords include the trademark, service mark, and/or brand name of any third party, including Mega Rewards, or any derivative or misspelling of any such trademark, service mark, or brand name. Publisher must provide all text and proposed keywords/phrases that Publisher and/or any Publisher Source would like to bid on to Mega Rewards for approval or editing, prior to the submission of same to any Paid Search Network or Paid Inclusion Network. Without limiting the foregoing, Publisher shall not violate the rules, requirements, and regulations of any Paid Search Network or Paid Inclusion Network. Publisher shall fully indemnify and hold Mega Rewards harmless from and against any and all liability arising from or in connection with any such violation. Unless otherwise permitted by Mega Rewards in writing, in advance, no Publisher may link directly to a Mega Rewards Site from the sponsored links and/or search results generated in connection with Paid Search Network or Paid Inclusion Network marketing.

7.5. If Publisher or a Publisher Source is sourcing Leads from mobile sources, Publisher shall ensure that Creative displayed on mobile are not disruptive to the consumer experience. Consumers must be able to close out of any Creative served. All Creative displayed on mobile must be formatted in a manner that enables Clear and Conspicuous disclosure of material elements and information.

7.6. Publisher shall not engage in, any conduct that Mega Rewards objects to, in writing, at least two (2) business days in advance.

7.7. If Publisher is utilizing Commercial Email Message on Mega Rewards's behalf and/or in connection with the performance of Services, all such Commercial Email Messages shall comply with Applicable Laws and Requirements and Clearly and Conspicuously disclose material elements and information as required thereunder. Publisher shall adhere to the following provisions:

• All email addresses included in any Publisher Database and/or used by Publisher to transmit Commercial Email Messages must be associated with U.S. residents who have manifested affirmative consent to receive Commercial Email Messages from Publisher or Publisher Source, as applicable.
• Every Commercial Email Message shall be Clearly and Conspicuously identified as an advertisement and shall include any and all identifiers and disclaimers required under Applicable Laws and Requirements, including those assigned or designated by Mega Rewards to the Commercial Email Message.
• Every Commercial Email Message must: (i) contain or be accompanied by accurate Header Information, including a "from" line (the line identifying or purporting to identify the Person initiating or Procuring the message) that accurately identifies any Person who initiated or Procured the Commercial Email Message; (ii) contain an accurate subject heading that is not likely to mislead the recipient about any material facts regarding the contents or subject matter of the Commercial Email Message; (iii) include a Clear and Conspicuous notice of the opportunity to decline to receive further Commercial Email Messages from the sender, Mega Rewards, or any other sender on Mega Rewards's behalf; (iv) Clearly and Conspicuously describe the means by which such a request to decline can be made; (v) include a functioning return email address or other Internet-based mechanism, Clearly and Conspicuously displayed, that can be used to submit a request not to receive, at the email address where the Commercial Email Message was received, future Commercial Email Messages from the sender, Mega Rewards, or any other sender on Mega Rewards's behalf, and that remains capable of receiving such requests for no less than thirty (30) days after the transmission of the Commercial Email Message; and (vi) a valid physical postal address of the sender.
• Mega Rewards will make available to Publisher a regularly updated suppression list containing current unsubscribe requests in conformance with CAN-SPAM through a third-party suppression list management service. Publisher Network shall make such suppression list available to all of its Publisher Sources. Publisher shall update its suppression list at least ten (10) days prior to sending any Commercial Email Messages on Mega Rewards's behalf and include in such list any unsubscribe requests that it receives for Mega Rewards offers. Publisher acknowledges that Mega Rewards will monitor whether Publisher is updating suppression lists on a timely basis. If Publisher fails to do so, Mega Rewards will immediately suspend, deny payment to, and reject all future consumers referrals from such Publisher.
• Publisher shall: (i) download and remove the domains located on the Federal Communications Commission's wireless domain names list (currently located at: https://www.fcc.gov/consumer-governmental-affairs/about-bureau/consumer-policy-division/can-spam/domain-name-downloads) from any and all current data used in Commercial Email Messages hereunder; (ii) scrub any and all new data acquired, regardless of its source, against such wireless domain names list; and (iii) remove the domain names contained therein before sending any Commercial Email Messages hereunder.
• Publisher shall not send Commercial Email Messages to any address included in Mega Rewards's suppression list or the internal suppression list of a Publisher or if applicable, any Publisher Source and will not sell, license, or otherwise make the suppression list available, in whole or in part, to any third party or use it for any purpose other than as provided for herein.
• Publisher shall honor unsubscribe requests within ten (10) calendar days or less. Publisher shall not and if applicable, not permit a Publisher Source to send Commercial Email Messages to an email address more than ten (10) calendar days after receipt of a request from an authorized user of the email address not to receive future Commercial Email Messages from Publisher, Publisher Source, Mega Rewards, or any other sender on Mega Rewards's behalf.
• Publisher shall: (i) make adequate disclosures to consumers in any Publisher Database regarding its email, privacy, and security policies; and (ii) timely respond to any and all consumer complaints after becoming aware of any such complaint. Publisher shall provide Mega Rewards with a copy of every complaint related to Mega Rewards, promptly, upon Publisher or a Publisher Source receipt thereof.
• Publisher and, if applicable, Publisher Sources must collect and maintain, proof of Affirmative Express Consent for twenty-four (24) months from the date of receipt. Upon request, Publisher shall supply such proof to Mega Rewards, including the name, date, time, and IP address where the consumer signed-up and/or gave affirmative consent to be contacted with Commercial Email Messages.
• Publisher and, if applicable, Publisher Sources shall maintain for itself and any Publisher Source, at least twelve (12) months after termination of the Agreement, all records evidencing Affirmative Express Consent, including: (i) the posted privacy policies of source websites as of the date of receipt of affirmative consent; and (ii) any other information collected at the time of receipt of affirmative consent. Publisher agrees to produce such records to Mega Rewards within one (1) business day of Mega Rewards's request thereof.
• Publisher is solely responsible for all consumer complaints that it receives in connection with Commercial Email Message conducted by Publisher and shall bear any costs and/or fees charged by its Internet service provider related to responding to and/or managing allegations of "spam" or any other unauthorized usage complaints received from consumers, regulatory agencies, or otherwise.
• Mega Rewards may request Publisher to investigate any publication or other display of Creative that Mega Rewards reasonably believes may have violated Applicable Laws and Requirements. Publisher shall promptly report the results of the investigation to Mega Rewards and comply with Mega Rewards's response thereto, which includes identifying the sender of the Commercial Email Message. Mega Rewards will only use such information for the purposes provided for herein.
• Mega Rewards will not compensate Publisher in connection with any Lead generated by a Commercial Email Message that is deemed by Mega Rewards, in its sole discretion, to be in violation of this Section 7.8.

Compliance Monitoring and Consequences of Non-Compliance.

8.1. Mega Rewards actively monitors Publisher activity for compliance with Applicable Laws and Requirements, to detect Duplicate, Fraudulent, and/or Invalid Leads and to assess whether a Publisher is timely updating its suppression list. Mega Rewards may utilize compliance monitoring tools and methods, including a combination of its own proprietary software and third-party monitoring services.

8.2. Upon receipt of any complaint or other information alleging or indicating that Publisher or any Publisher Source is engaging in acts or practices that do not comply with Applicable Laws and Requirements and/or has engaged in any conduct that is otherwise inappropriate, Mega Rewards will initiate an investigation of the alleged conduct. Mega Rewards may notify the Publisher or Publisher Source (through the respective Publisher Network) that it is under investigation. At the conclusion of any such investigation, Mega Rewards will (x) document the factual findings and conclusions in a written report; and (y) send the written report to the Publisher or Publisher Source (through the respective Publisher Network) investigated. Mega Rewards reserves the right to immediately suspend or permanently terminate a Publisher or Publisher Source at any time, including if the investigated Publisher or Publisher Source is found to have engaged in acts or practices that do not comply with Applicable Laws and Requirements and/or are otherwise inappropriate. Upon any such suspension or termination, Mega Rewards may deny payment to, and/or reject all future consumer referrals from any such Publisher or Publisher Source. Publisher or is liable for all damages and/or claims attributable to conduct by Publisher and/or any Publisher Source, that is in violation of Applicable Laws and Requirements and/or is otherwise inappropriate without regard to any of the damage limitations contained herein.

Payment and Payment Terms.

9.1. Mega Rewards will pay Publisher for Qualified Leads on the basis specified with in the Mega Rewards Tool, which may include cost per acquisition, cost per Lead, cost per install, cost per click, etc. Publisher will invoice Mega Rewards monthly or on such other basis as set forth in the Mega Rewards Tool at the payout rates reflected in the Mega Rewards Tool and will make payment within thirty (30) business days of receipt of an invoice from Publisher or Publisher Network, or on such payment terms specified in the IO. The invoice will reflect delivery of final Qualified Lead numbers that are based upon numbers reported by Mega Rewards to Publisher pursuant to the terms of the Agreement. If there's a dispute between the Parties as to the number of Qualified Leads, Mega Rewards's numbers shall control. If a Publisher does not render an invoice within six (6) months after the month in which the Qualified Leads were generated, Mega Rewards shall have no liability to pay for such Qualified Leads.

9.2. All payments made to Publisher or Publisher Network do not include, and Publisher or Publisher Network shall pay, any sales, use, or similar tax associated with such payment. All past due amounts shall accrue interest at the rate of one percent (1.0%) per month or the maximum rate allowed by law, whichever is lower.

9.3. The Parties shall keep, maintain, and preserve accurate records relating to amounts due hereunder ("Payment Records") for the term of the Agreement and one (1) year thereafter. Each Party shall have the right no more than once per calendar year to audit the Payment Records of the other Party to verify the other Party's fulfillment of obligations under the Agreement. Such audit will be conducted at a place agreed to by the Parties, during the normal business hours, with at least ten (10) business days' prior written notice to the Party to be audited. Each Party shall pay its own audit fees and expenses, unless the audit reveals a payment discrepancy of more than ten percent (10%) of the correct amount of payments due in any consecutive six (6) month period, in which case the under- reporting Party shall pay the other Party's reasonable out-of-pocket audit fees and expenses, and shall immediately pay all amounts found to be due together with interest thereon at the rate specified in Section 9.3.

Term and Termination.

10.1. The term of the Agreement shall begin concurrently with the Parties' execution of the corresponding IO and shall remain in effect until terminated as set forth herein or until expiration of the last IO governed by these Terms, whichever comes first.

10.2. The term for any Campaign will be indicated in the IO. If no term is indicated, the term for a Campaign will continue on a month-to-month basis starting with the target launch of the initial Campaign as noted in the corresponding IO.

10.3. The Agreement, including any outstanding IOs, may be terminated by mutual consent of the Parties at any time. The Agreement may be terminated by either Party, at any time, with or without cause, by giving the other Party two (2) business days' written notice (with email sufficing). In the event of termination, all non-disputed amounts due to Publisher or will be paid during the next billing cycle.

General Representations and Warranties.

11.1. Each Party represents and warrants to the other Party that: (i) such Party has the full corporate power and authority to enter into the Agreement, to grant the licenses granted hereunder, and to fulfill and perform the rights and obligations required of it hereunder; and (ii) the Agreement constitutes the legal, valid and binding obligation of such Party, which is enforceable against it in accordance with these Terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar law affecting the enforcement of creditors' rights generally and or by the federal principles of equity.

Confidentiality.

12.1. During the term of the Agreement, the Parties may disclose Confidential Information to one another. Except to the extent requested by a government agency or as required by law, regulation, or court order, neither Party will use any portion of Confidential Information provided by the other Party for any purpose other than those provided for under the Agreement. Prior to any such disclosure, a Party shall, to the extent that doing so would not subject it to a fine or penalty, inform the other Party in writing of such disclosure.

12.2. The Parties agree to use reasonable care to prevent the disclosure of Confidential Information to third parties. A Party in receipt of Confidential Information shall not disclose or release such Confidential Information to anyone except an employee or agent who has a need to know same, and who is contractually bound by confidentiality obligations at least as restrictive as those set forth hereunder.

12.3. A Party shall immediately notify the other Party in writing of all circumstances surrounding any possession, use, or knowledge of Confidential Information by any Person other than those authorized herein. Notwithstanding the foregoing, Mega Rewards shall have the right to refer to its relationship with Publisher Network for marketing and promotional purposes.

12.4. Upon termination of the Agreement, a Party in receipt of Confidential Information shall, upon the request of the other Party, return or destroy all Confidential Information of the other Party. Notwithstanding the foregoing, a Party may retain one (1) copy of all Confidential Information for legal and compliance purposes provided it maintains such copy in accordance with the Agreement and ceases using such data for business purposes. In the case of destruction, the Party executing such destruction shall certify the same in writing to the other Party within ten (10) days following written request for such certification.

12.5. With the exception of disclosures required under Applicable Laws and Requirements, each Party agrees that, in addition to any other remedies that may be available, a Party disclosing Confidential Information shall be entitled to seek injunctive relief against the threatened breach of the Agreement or the continuation of any such breach by the Party receiving such Confidential Information, without limiting any other rights and remedies to which the Party disclosing Confidential Information may be entitled to at law, in equity, or under the Agreement.

DISCLAIMER OF WARRANTIES

EXCEPT AS OTHERWISE PROVIDED HEREIN, EACH OF THE PARTIES PROVIDES THE CREATIVE, SITES, AND SERVICES, AS PERFORMED HEREUNDER, ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN, EACH OF THE PARTIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

LIMITATIONS OF LIABILITY

EXCEPT FOR INDEMNIFICATION OBLIGATIONS AND AS OTHERWISE PROVIDED FOR HEREIN, (I) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST BUSINESS, LOST DATA OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT AND (II) MEGA REWARDS SHALL NOT BE LIABLE TO THE OTHER PARTY FOR AN AMOUNT GREATER THAN THE AMOUNTS PAID BY MEGA REWARDS TO PUBLISHER DURING THE SIX MONTHS PRIOR TO THE OCCURRENCE GIVING RISE TO THE CLAIM.

Indemnification.

15.1. Each Party agrees to indemnify, defend, and hold the other Party and its officers, directors, employees, representatives, agents, subsidiaries, and affiliates harmless from and against any and all third-party claims, actions, liabilities (including all reasonable costs, expenses, and attorneys' fees) arising from or relating to any breach of any of its obligations, representations, or warranties under the Agreement.

15.2. The Party seeking indemnification ("Indemnified Party") shall promptly notify the other Party ("Indemnifying Party") in writing of all such claims and shall accommodate the Indemnifying Party's reasonable requests for cooperation and information. Indemnifying Party shall have sole control over the defense and any settlement of such claims; provided, however, that the Indemnifying Party may not agree to any settlement that could adversely affect the rights or interest of the Indemnified Party without their express written consent. Once the Indemnifying Party tenders defense, the Indemnified Party shall have the right to participate in the defense and/or retain separate counsel at its own expense. The foregoing indemnity obligations may not apply in the event, and to the extent, that such claim is based on any action or omission of the Indemnified Party.

Dispute Resolution.

16.1. If any dispute arises under the Agreement, the Parties agree to first try to resolve the dispute with the help of a mutually agreed upon mediator in the following location: State of New York, New York County. Any costs and fees other than attorneys' fees associated with the mediation shall be shared equally by the Parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the Parties agree to submit the dispute to binding arbitration in the State of New York, New York County. The Parties agree that the binding arbitration will be conducted under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court with proper jurisdiction. If any litigation or arbitration is absolutely necessary to enforce the Agreement or the terms thereof, the prevailing Party shall be entitled to reimbursement by the other Party for reasonable attorneys' fees, costs, and expenses. The Agreement will be governed by the laws of the State of New York.

General Provisions.

17.1. Neither Party shall have the right to assign or otherwise transfer its rights nor obligations under the Agreement except with the prior written consent of the other Party; provided, however, that a successor in interest by merger, purchase, or otherwise of all or substantially all the business of a Party may acquire its rights and obligations hereunder. Any prohibited assignment shall be null and void.

17.2. Each Party is an independent contractor. Except as set forth in the Agreement, neither Party is authorized or empowered to obligate the other or incur any costs on behalf of the other without the Party's prior written consent.

17.3. If any term, provision, covenant, or condition of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and shall in no way be affected or invalidated.

17.4. These Terms are deemed incorporated into each corresponding IO and will be effective when the IO is signed by Mega Rewards and Publisher. The IO may be signed in counterparts, and facsimile signatures shall have the same force and effect as an original signature.

17.5. Any notice, approval, or consent required or permitted hereunder shall be in writing and sent to the addresses set forth on the corresponding IO and will be deemed to have been duly given: (i) upon delivery, if delivered personally; (ii) if mailed by first-class, registered, or certified U.S. mail, postage prepaid, return receipt requested, within three (3) days of mailing; (iii) if sent via overnight delivery service, on the date of delivery; or (iv) if sent via email, upon receipt by the sender of electronically generated confirmation of delivery and opening by the recipient.

Data Protection.

18.1. Publishers who process personal data of individuals located in the European Economic Area (EEA) or the United Kingdom through the Mega Rewards platform are required to enter into a Data Processing Agreement ("DPA") with Mega Rewards prior to commencing Services. The DPA governs the processing of such personal data and is incorporated by reference into the Agreement.

18.2. The current form of DPA is available at trofeo.io/dpa. By entering into an Insertion Order, EEA and UK Publishers confirm their acceptance of the DPA as of the effective date of such IO.

18.3. Each Party agrees to comply with its respective obligations under applicable data protection laws, including the EU General Data Protection Regulation (GDPR) and the UK GDPR, in connection with the performance of Services under this Agreement.