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This Affiliate Agreement (the "Agreement") is entered into by and between Prime Lead Exchange, LLC, a California Limited Liability Company, located at 700 N. Central Ave Suite 240, Glendale, CA 91203 ("Prime Lead Exchange" or "Company"), and You, the company or individual entering into this Agreement ("Affiliate," "You," or "Publisher") (collectively, the "Parties") in connection with Your use of the affiliate network owned and operated by Prime Lead Exchange, LLC (the "Network"), which is featured at and accessible through Prime Lead Exchange's designated platform (the "Platform" or "Site").

This Agreement sets forth the Parties' rights and obligations regarding Prime Lead Exchange's affiliate program (the "Affiliate Program"). This Agreement shall become effective on the date Affiliate is accepted by Company as an affiliate after submitting their registration (the "Effective Date") and supersedes any and all prior agreements, understandings, or negotiations between the Parties, whether written or oral, relating to the subject matter hereof.

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

• "Accepted Lead" means a Lead that meets all validity requirements set forth in this Agreement and is accepted by Company or an Advertiser for purchase.
• "Advertiser" means any third-party end buyer, client, or partner participating in the Network to whom Company may sell, transfer, or otherwise provide Leads.
• "ATDS" or "Autodialer" means any equipment that has the capacity to store or produce telephone numbers to be called using a random or sequential number generator, or to dial such numbers, as well as any equipment that functions to automatically select or dial telephone numbers, regardless of whether random or sequential generation is used.
• "Campaign" means a specific marketing campaign offered through the Network with defined parameters, compensation rates, and requirements as set forth in an Insertion Order.
• "Compensable Transaction" means a Valid Lead, valid sale, qualified telephone call, or other compensable activity as specified in an applicable Insertion Order or Campaign terms.
• "Consumer" means any natural person who provides their personal information through Affiliate's lead generation activities.
• "Creative Materials" means any registration forms, iFrame creative, banner ads, text links, landing pages, Private Feeds, or other marketing materials provided by Company to Affiliate for use in connection with Campaigns.
• "Fraudulent Lead" means any Lead that is generated through deceptive, misleading, or artificial means, including but not limited to bots, scrapers, incentivized traffic, co-registration without proper consent, identity theft, or any method not involving genuine consumer intent.
• "Insertion Order" means a written or electronic document specifying the terms of a particular Campaign, including compensation rates, Lead requirements, and any Campaign-specific terms.
• "Lead" means a real individual who completes and submits all required fields on a website form owned and operated by Affiliate, and whose information is posted to Company in compliance with this Agreement.
• "Lead Data" means all information provided by a Consumer in connection with a Lead, including but not limited to name, contact information, and any other data fields collected.
• "Network" means the affiliate network owned and operated by Prime Lead Exchange, LLC, through which Affiliates participate in Campaigns and generate Leads for Advertisers.
• "PII" or "Personally Identifiable Information" means any information that can be used to identify, contact, or locate a specific individual, including but not limited to name, address, telephone number, email address, Social Security number, and financial information.
• "Platform" means Company's proprietary lead exchange, posting, tracking, and management system accessible through the Site.
• "Prior Express Written Consent" or "PEWC" means consent that complies with all requirements under 47 C.F.R. § 64.1200(f), including: (i) a written agreement bearing the Consumer's signature; (ii) clearly authorizing the identified seller to deliver marketing messages using an ATDS or artificial/prerecorded voice; (iii) specifying the telephone number to which such messages may be delivered; and (iv) including clear and conspicuous disclosure that the Consumer is not required to provide consent as a condition of purchase.
• "Sub-Affiliate" means any third party engaged by Affiliate to perform any activities related to lead generation under this Agreement.
• "TCPA Litigator" means any individual identified on industry-recognized databases as a serial TCPA plaintiff or professional litigator who files TCPA claims.
• "Valid Lead" means a Lead that meets all validity criteria specified in Section 5 of this Agreement.

2. PARTICIPATION IN THE NETWORK AND AFFILIATE PROGRAM

2.1 Scope of Participation.

By participating in the Network and the Affiliate Program, Affiliate will:

• Participate in marketing Campaigns offered through the Network;
• Use, distribute, display, perform, copy, transmit, and market the Creative Materials made available via the Network solely and exclusively in connection with Affiliate's efforts to generate Leads and Compensable Transactions in connection with such Campaigns;
• Use and advertise those telephone numbers assigned to Affiliate as part of any call-based programs, as described in applicable Insertion Orders; and
• Comply with all terms of this Agreement, all Campaign-specific requirements, and all applicable laws, rules, and regulations.

2.2 Real-Time Posting Requirements.

Unless otherwise agreed in writing, all Leads must be posted to Company in real-time, meaning immediately upon the Consumer's submission of their information. Aged leads (leads collected more than 24 hours prior to posting) are strictly prohibited unless expressly authorized in writing by Company.

2.3 Exclusive and Non-Exclusive Leads.

Unless otherwise specified in an Insertion Order, all Leads provided to Company shall be exclusive to Company and its Advertisers for a minimum period of thirty (30) days from the date of submission. Affiliate shall not sell, transfer, or otherwise provide the same Lead to any third party during such exclusivity period.

2.4 Acceptance into Network.

Notwithstanding the effective date of this Agreement, Company may, in its sole discretion, determine the date Affiliate may begin participating in Campaigns and using Creative Materials. Company reserves the right to reject any application or terminate Affiliate's participation at any time.

3. CREATIVE MATERIALS AND INTELLECTUAL PROPERTY

3.1 Creative Materials Defined.

Company will provide Affiliate access to the following forms of advertisements (the "Creative Materials") on the Platform for download, use, and publication:

• Registration forms with fields tailored to each Campaign ("iFrame Creative");
• Text links, banner ads, pop-ups, and other material ("Banner Ads"); and
• Pre-designed web pages ("Private Feeds") to be used with Affiliate's chosen uniform resource locator ("URL").

3.2 License Grant.

All Creative Materials are and shall remain the sole property of Company or its licensors. Company grants Affiliate a terminable, non-exclusive, and non-transferable license to use the Creative Materials only in conjunction with the Campaigns and only subject to the terms and conditions of this Agreement. Company may terminate, suspend, or pause Affiliate's license to use the Creative Materials at any time, with or without notice, for any reason or no reason, in its sole discretion.

3.3 Control over Creative Materials.

Company may change or revise the Creative Materials at any time, in its sole discretion, and Affiliate shall only use the most recent version of Creative Materials available through the Platform. Affiliate shall not alter or otherwise modify any Creative Materials in any way without the express written consent of Company. Any actual or attempted alteration, modification, or change to the Creative Materials shall result in the immediate termination of this Agreement and Affiliate's license to the Creative Materials, without notice. Affiliate must obtain Company's prior express written consent before publishing any Private Feed.

3.4 Third-Party Intellectual Property.

Affiliate shall not infringe upon the intellectual property rights of any third party, including trademarks, copyrights, patents, trade secrets, and any other intellectual property, whether registered or unregistered. Company will pause Affiliate's traffic if Affiliate is found using any intellectual property in an improper manner, including the names and logos of third-party companies, whether or not those names and logos are visible to the public on the website, in meta tags, in source code, or in any other way. Affiliate shall not be permitted to resume activity on the Network until the infringement episode has been resolved to the satisfaction of Company. Company reserves the right to disclose Affiliate's contact information to any party making a credible claim of infringement.

3.5 Lead Data Ownership.

Company and/or its Advertisers shall have sole and exclusive ownership of all Leads and Lead Data generated by Affiliate under this Agreement, regardless of whether such Leads are Valid Leads or Invalid Leads. Affiliate shall not use, transfer, sell, or otherwise share any Leads or Lead Data with any third party except as expressly authorized by Company.

4. TCPA AND TELECOMMUNICATIONS COMPLIANCE

4.1 Federal TCPA Compliance.

Affiliate represents, warrants, and covenants that it shall comply with all requirements of the Telephone Consumer Protection Act (47 U.S.C. § 227), as amended, and all implementing regulations issued by the Federal Communications Commission (47 C.F.R. § 64.1200 et seq.), including but not limited to:

• Obtaining valid Prior Express Written Consent from each Consumer before that Consumer may receive any telemarketing calls or text messages using an ATDS or artificial/prerecorded voice;
• Ensuring all consent disclosures are clear and conspicuous, placed in proximity to the consent mechanism, and not buried in terms and conditions or accessible only via hyperlink;
• Ensuring that consent language clearly identifies the specific seller(s) authorized to contact the Consumer and that any communications are logically and topically related to the context in which consent was obtained;
• Maintaining complete and accurate records of all Consumer consents, including the exact consent language displayed, date and time of consent, IP address, user agent, and any other metadata, for a minimum of five (5) years from the date of collection;
• Honoring all Consumer revocation requests within ten (10) business days of receipt, as required by FCC rules effective April 11, 2025;
• Accepting Consumer revocation requests made through any reasonable method, including but not limited to replying "STOP," "QUIT," "END," "REVOKE," "OPT-OUT," "CANCEL," or "UNSUBSCRIBE" to any text message;
• Complying with the National Do-Not-Call Registry requirements, which expressly apply to both calls and text messages;
• Scrubbing all contact lists against the National Do-Not-Call Registry, the Reassigned Numbers Database (RND), and any applicable state Do-Not-Call registries before providing Leads to Company.

4.2 State Mini-TCPA Compliance.

Affiliate acknowledges that numerous states have enacted telecommunications laws ("Mini-TCPA Laws") that impose requirements stricter than, or in addition to, federal TCPA requirements. Affiliate represents, warrants, and covenants that it shall comply with ALL applicable state Mini-TCPA Laws, including but not limited to:

State	Law	Key Requirements
Florida	Florida Telephone Solicitation Act (FTSA)	Prior express written consent required; calls limited to 8AM-8PM local time; maximum 3 calls per 24-hour period on same subject; 15-day safe harbor for opt-out compliance; broader autodialer definition; private right of action with $500-$1,500 per violation.
Oklahoma	Oklahoma Telephone Solicitation Act (OTSA)	Prior express written consent required; calls limited to 8AM-8PM; maximum 3 calls per 24-hour period; broader autodialer definition; 2-year consent record retention minimum; private right of action with $500-$1,500 per violation.
Maryland	Stop the Spam Calls Act	Prior express written consent required for automated calls; calls limited to 8AM-8PM; maximum 3 calls per 24-hour period; "automated system" defined broadly; violations treated as unfair/deceptive trade practices; $1,000 fine or 1 year imprisonment.
Texas	Texas Telephone Solicitation Act (eff. Sept 2025)	Expanded scope covering voice calls, texts, and image messages; private right of action under DTPA; registration requirements for telemarketers; enhanced penalties.
Connecticut	SB 1058	Prior express written consent for all telephonic sales calls; broadened definition of covered technologies; penalties up to $20,000 per violation.
Washington	Commercial Electronic Message Act	Express written consent required for SMS marketing; strict opt-out requirements; penalties up to $1,000 per incident.
Virginia	Telephone Privacy Protection Act (eff. Jan 2026)	Must honor "Unsubscribe" or "Stop" requests for minimum of 10 years; applies to both calls and text messages.
Arizona	HB 2498	Do-Not-Call protections extended to text messages; fines up to $1,000 per violation.
Tennessee	SB 868	All telephone solicitation prohibitions, requirements, and penalties extended to text messages.
New York	Do-Not-Call Law	Telemarketers must offer DNC opt-out at outset of call before marketing begins.

4.3 Consent Language Requirements.

All consent disclosures used by Affiliate must comply with the following minimum requirements:

• Be displayed in clear, legible text that is at least as prominent as surrounding text;
• Be placed immediately adjacent to or above the consent mechanism (checkbox, button, etc.);
• Clearly identify Company and/or each specific seller authorized to contact the Consumer;
• Disclose that the Consumer agrees to receive marketing calls and/or text messages;
• Disclose that such calls/texts may be made using an automatic telephone dialing system or artificial/prerecorded voice;
• Disclose the specific telephone number(s) to which consent applies;
• Include a clear statement that consent is not a condition of any purchase;
• Require an affirmative act by the Consumer (e.g., checking an unchecked box) - pre-checked boxes are strictly prohibited;
• NOT be bundled with general terms and conditions, privacy policy acceptance, or other unrelated consent;
• Include a link to the applicable privacy policy and terms of service in close proximity to the consent disclosure.

4.4 Sample Compliant Consent Language.

4.5 Mandatory Consent Verification Technology.

Affiliate shall implement and maintain one or more of the following third-party consent verification technologies on all lead generation forms:

• TrustedForm certificates issued by ActiveProspect;
• Jornaya TCPA Guardian LeadIDs; or
• Other consent verification technology approved by Company in writing.

Each Lead submitted to Company must include a valid TrustedForm certificate URL and/or Jornaya LeadID. Affiliate shall retain all certificates and LeadIDs for a minimum of five (5) years. Company may reject any Lead that does not include valid consent verification documentation.

4.6 Consent Record Requirements.

For each Lead provided to Company, Affiliate must maintain and, upon request, provide to Company the following consent documentation (collectively, "Consent Records"):

• The exact consent language displayed to the Consumer at the time consent was obtained;
• A screenshot or archived version of the web page containing the consent language;
• The date and time consent was obtained (with timezone);
• The Consumer's IP address at the time of consent;
• The Consumer's user agent string;
• The URL from which consent was obtained;
• TrustedForm certificate URL and/or Jornaya LeadID;
• Session replay or video recording of the consent transaction (if available);
• Evidence of the Consumer's affirmative act of consent (e.g., checkbox click, button submission);
• Any additional data or metadata necessary to establish valid consent.

Affiliate shall maintain all Consent Records for a minimum of five (5) years from the date of collection, in accordance with FTC Telemarketing Sales Rule requirements. Affiliate must provide Consent Records to Company within forty-eight (48) hours of any request.

4.7 TCPA Litigator Scrubbing.

Affiliate shall scrub all Leads against industry-recognized TCPA litigator and serial plaintiff databases prior to submission, including but not limited to:

• TCPA Litigator List;
• Blacklist Alliance;
• Contact Center Compliance (DNC.com) litigation databases;
• Any other commercially available TCPA litigator identification services.

Leads matching known TCPA litigators or serial plaintiffs shall not be submitted to Company. Company may reject or charge back any Lead identified as a TCPA litigator.

4.8 Reassigned Numbers Database Scrubbing.

Affiliate shall scrub all telephone numbers against the FCC's Reassigned Numbers Database (RND) or an equivalent database prior to submission. Affiliate shall not submit Leads containing telephone numbers that have been reassigned within the preceding ninety (90) days, unless Affiliate can demonstrate that consent was obtained from the current subscriber.

4.9 Revocation of Consent Compliance.

In accordance with FCC rules effective April 11, 2025, Affiliate must:

• Accept Consumer revocation of consent through any reasonable method, including but not limited to verbal requests, written requests, email, text message replies (STOP, QUIT, END, REVOKE, OPT-OUT, CANCEL, UNSUBSCRIBE), website forms, and automated keypress mechanisms;
• Honor all revocation requests within ten (10) business days of receipt;
• Not require Consumers to use any exclusive or particular method to revoke consent;
• Send no more than one (1) post-revocation confirmation text message, which must be sent within five (5) minutes of the revocation request, contain no marketing content, and only confirm the revocation or request clarification regarding the scope of revocation;
• Maintain accurate and up-to-date records of all revocation requests and the date each was honored;
• Immediately flag or suppress any Lead for which the Consumer has revoked consent.

5. LEAD VALIDITY AND ACCEPTANCE

5.1 Valid Lead Criteria.

A Lead will be considered a "Valid Lead" only if it meets ALL of the following criteria:

• The Consumer is a real natural person (not a bot, spider, or other automated system);
• The Consumer is a resident of the United States;
• The Consumer is at least eighteen (18) years of age;
• The Consumer personally and voluntarily completed and submitted all required form fields;
• All information provided by the Consumer is accurate and complete;
• The Consumer provided valid Prior Express Written Consent meeting all requirements of Section 4;
• The Lead includes a valid TrustedForm certificate URL and/or Jornaya LeadID;
• The Lead was generated in full compliance with this Agreement and all applicable laws;
• The Lead was submitted in real-time (within 24 hours of Consumer submission, unless otherwise agreed);
• The Lead meets all Campaign-specific requirements set forth in any applicable Insertion Order;
• The Lead is not a duplicate of any Lead previously submitted by Affiliate or any other source;
• The Consumer's telephone number has not been reassigned within the preceding 90 days;
• The Consumer is not a known TCPA litigator or serial plaintiff;
• The Lead does not appear on any relevant suppression lists, including the National Do-Not-Call Registry.

5.2 Invalid Leads.

A Lead will be deemed "Invalid" if it fails to meet any of the Valid Lead criteria or if it:

• Was generated by a bot, spider, computer script, or other automated method;
• Contains false, fabricated, or misleading information;
• Was generated through incentivized offers, co-registration without proper consent, or any form of fraud;
• Results from copying, pasting, or manually entering Consumer information not provided directly by the Consumer;
• Is determined by Company or an Advertiser, in their sole discretion, to be the result of fraudulent activity;
• Fails identity verification or fraud screening processes;
• Is generated from traffic originating from proxy servers, VPNs with suspicious activity, or IP addresses associated with bot activity;
• Does not include valid consent verification (TrustedForm/Jornaya);
• Involves a Consumer who is a known TCPA litigator.

5.3 Lead Acceptance Determination.

Lead validity and acceptance shall be determined by Company in its sole and absolute discretion. Company reserves the right to reject any Lead at any time and for any reason. Company's determination regarding Lead validity shall be final and binding on Affiliate.

6. PROHIBITED PRACTICES

Affiliate shall not, and shall not permit any Sub-Affiliate or third party to, engage in any of the following prohibited practices:

6.1 Fraudulent Lead Generation Practices:

• Use of bots, spiders, scrapers, computer scripts, or any automated, artificial, or fraudulent method to generate Leads;
• Use of incentivized offers, sweepstakes, or contests to induce Consumer submissions without clear and separate TCPA consent;
• Generation of Leads from public or open proxy servers, suspicious VPNs, or IP addresses associated with fraudulent activity;
• Manual entry, copying, or pasting of Consumer information not directly provided by the Consumer through the submission form;
• Use of co-registration, path registration, or pre-population of Consumer data without proper, separate consent;
• Any form of identity theft, phishing, spoofing, or misrepresentation of identity or affiliation.

6.2 Deceptive Marketing Practices:

• Making any false, misleading, or deceptive statements or representations to Consumers;
• Misrepresenting the nature, terms, or conditions of any product, service, or offer;
• Misrepresenting any affiliation with Company, Advertisers, or any other person or entity;
• Using pre-checked consent boxes or consent language that is not clear and conspicuous;
• Burying consent language in fine print, terms of service, or hyperlinks.

6.3 Prohibited Content:

• Pornographic, sexually explicit, or adult-oriented content;
• Content promoting hate, violence, discrimination, or harassment;
• Content promoting illegal substances, activities, or services;
• Content containing malware, spyware, viruses, or any harmful code;
• Content that infringes upon any intellectual property rights of third parties.

7. TRACKING, PAYMENT, AND DISPUTES

7.1 Tracking.

Company will include in all Creative Materials a special transaction tracking code (the "Transaction Tracking Code"). Affiliate shall not modify, circumvent, impair, disable, or otherwise interfere with any Transaction Tracking Code or other technology or methodology required or made available by Company. All determinations made by Company in connection with the Creative Materials shall be final and binding on Affiliate.

7.2 Payment Calculation.

Company will compile, calculate, and post on the Platform data derived from the Transaction Tracking Codes and supplementary sources to determine the amount Affiliate will be paid (the "Commissions"). Commissions will be determined by the number of Accepted Leads produced during a given period at the rate set forth in the applicable Insertion Order.

7.3 Payment Terms.

Company shall pay Affiliate for Accepted Leads at the rates specified in the applicable Insertion Order. Payment shall be made on a weekly basis, approximately seven (7) days after the end of the prior week for all Commissions earned during such period, provided that Affiliate must meet the applicable payment threshold:

• $100 minimum for payment by check, PayPal, or WebMoney;
• $1,000 minimum for payment by ACH or wire transfer.

If Affiliate's account accrues a balance below the applicable payment threshold, Commissions shall roll over to the next payment period. All payments shall be made in U.S. Dollars. Company may require Affiliate to provide a completed IRS Form W-9 or W-8BEN prior to receiving any payments. Newly onboarded Affiliates shall be subject to a twenty-one (21) day payment hold.

7.4 Chargebacks and Adjustments.

If Company or an Advertiser determines that a previously paid Lead was Invalid, Company may:

• Deduct the amount paid for such Lead from any future payments owed to Affiliate;
• Require Affiliate to refund the amount paid within thirty (30) days of demand if Affiliate has not accrued sufficient Commissions to offset the cost.

Chargeback Periods: (a) Standard quality disputes: 90 days from Lead submission; (b) TCPA compliance issues: 2 years from Lead submission; (c) Fraud: unlimited. Company may withhold payment for any Leads subject to dispute or investigation.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations.

Each Party represents and warrants that: (a) it has the full power and authority to enter into and perform this Agreement; (b) the execution and performance of this Agreement does not violate any other agreement to which it is a party; (c) this Agreement constitutes a legal, valid, and binding obligation enforceable in accordance with its terms.

8.2 Affiliate Representations - Power and Authority.

If Affiliate is a natural person, Affiliate is an adult by the laws of where Affiliate resides, is allowed and capable of entering into a contract, and is entering into this Agreement of their own free will. If Affiliate is an entity, Affiliate is organized and authorized to do business in and by the jurisdiction in which it is domiciled and in every jurisdiction in which it conducts business. The person executing this Agreement on Affiliate's behalf is an officer, partner, or other person duly authorized to obligate Affiliate to a contract.

8.3 Compliance with Laws and Regulations.

Affiliate is familiar with, has at all times in the past complied with, currently complies with, and will continue to comply with in the future all statutes, rules, and regulations applicable to Affiliate's participation in the Network, as may be amended or replaced from time to time, including but not limited to:

• Dodd-Frank Wall Street Reform and Consumer Protection Act including Sections 1031 and 1036 (12 U.S.C §§5531, 5536);
• Telemarketing and Consumer Fraud and Abuse Prevention Act (15 U.S.C. §§6101-6108), the Telemarketing Sales Rule (16 C.F.R. pt. 310), the Telephone Consumer Protection Act (47 U.S.C. § 227), and all applicable state Do Not Call List requirements;
• Gramm-Leach Bliley Act (15 U.S.C. §§6801-6809) and Regulation P (12 C.F.R. pt. 1016);
• CAN-SPAM Act of 2003 (15 U.S.C. §§ 7701-7713);
• Fair Credit Reporting Act (15 U.S.C. §1681 et seq.) and Regulation V (12 C.F.R. pt. 1022);
• Equal Credit Opportunity Act (15 U.S.C. §1691 et seq.);
• Section 5 of the FTC Act (15 U.S.C. §45);
• Truth-in-Lending Act (15 U.S.C. §1601 et seq.) and Regulation Z (12 C.F.R. part 226);
• Fair Debt Collection Practices Act (15 U.S.C. §§ 1692 - 1692(p));
• Federal Communications Act (47 U.S.C. § 151 et seq.);
• California Consumer Privacy Act (Cal. Civ. Code §§ 1798.100-1798.199.100) as amended by the California Privacy Rights Act;
• California Financial Privacy Act (Cal. Fin. Code § 4050 et seq.);
• All applicable state Mini-TCPA laws as described in Section 4.2;
• All other relevant local, state, federal, or international privacy and consumer protection laws.

9. INSURANCE REQUIREMENTS

Affiliate shall obtain and maintain, at its sole cost and expense, the following insurance coverage throughout the term of this Agreement:

• Commercial General Liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate;
• Professional Liability / Errors & Omissions insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and in the aggregate;
• Cyber Liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and in the aggregate, covering data breaches, network security failures, and privacy violations.

Company shall be named as an Additional Insured on all policies. All policies shall provide for at least thirty (30) days' prior written notice to Company of cancellation or material change. Upon request, Affiliate shall provide Company with certificates of insurance evidencing the required coverage. Failure to maintain required insurance shall be a material breach of this Agreement.

10. SUB-AFFILIATES

All Sub-Affiliates must be pre-approved by Company, and Company may withhold or refuse approval of any Sub-Affiliate for any reason or no reason, and may revoke its approval of any Sub-Affiliate at any time, with or without notice. Affiliate shall not provide Creative Materials to any Sub-Affiliate without prior written approval by Company. All Sub-Affiliates must comply with all obligations required of Affiliate under this Agreement, and Affiliate shall be fully liable for all acts and omissions of its Sub-Affiliates. Any breach by a Sub-Affiliate shall be deemed a breach by Affiliate.

11. MONITORING, COMPLIANCE, AND NOTIFICATION

11.1 Company's Right to Monitor.

Company may, but is not obligated to, monitor Affiliate's activities, including Lead quality, compliance with this Agreement, and compliance with applicable laws. Company may employ web crawlers, third-party compliance monitoring services, call monitoring, and other tools to verify compliance. Affiliate consents to such monitoring and shall not take any action to impede Company's monitoring activities.

11.2 Audit Rights.

Company shall have the right, upon reasonable notice, to audit Affiliate's records, systems, and practices related to this Agreement, including Consent Records, Lead generation methods, and compliance procedures. Affiliate shall cooperate fully with any audit and provide all requested documentation within forty-eight (48) hours. If an audit reveals material non-compliance, Affiliate shall bear all costs of the audit and any remediation.

11.3 Regulatory Investigation Notification.

Affiliate shall immediately notify Company (within twenty-four (24) hours) if Affiliate becomes aware of or receives: (a) any investigation, inquiry, subpoena, civil investigative demand, or enforcement action by the FCC, FTC, CFPB, any state Attorney General, or any other regulatory authority relating to Affiliate's lead generation activities, TCPA compliance, or consumer protection practices; (b) any lawsuit, demand letter, or threat of litigation relating to TCPA violations or other consumer protection claims; or (c) any consumer complaint relating to calls or texts made in connection with Leads provided to Company.

12. INDEMNIFICATION

12.1 Affiliate's Indemnification Obligation.

Affiliate shall defend, indemnify, and hold harmless Company, its affiliates, subsidiaries, Advertisers, officers, directors, employees, agents, successors, and assigns (collectively, "Company Indemnified Parties") from and against any and all claims, actions, suits, proceedings, investigations, demands, judgments, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees, expert witness fees, and costs of settlement) arising out of or relating to:

• Any breach of this Agreement by Affiliate or any Sub-Affiliate;
• Any violation of applicable law by Affiliate or any Sub-Affiliate, including but not limited to violations of the TCPA, state Mini-TCPA laws, CCPA, or any other consumer protection law;
• Any negligent, reckless, or willful act or omission of Affiliate or any Sub-Affiliate;
• Any claim that Affiliate's lead generation activities violate the TCPA, any state Mini-TCPA law, or any other telecommunications or consumer protection law;
• Any third-party claim arising from Leads generated by Affiliate;
• Any claim by a Consumer arising from Affiliate's collection, use, or disclosure of their PII;
• Any claim arising from Affiliate's failure to maintain required insurance coverage.

12.2 Defense and Settlement.

Notwithstanding anything to the contrary, Company may select its own legal counsel to represent its interests, direct its defense, and resolve any matter in its sole discretion. Affiliate shall: (a) reimburse Company for its costs and attorneys' fees immediately upon request as they are incurred; and (b) remain responsible to Company for any Losses indemnified under this Section. Affiliate shall not settle any claim without Company's prior written consent.

13. LIMITATION OF LIABILITY

THE NETWORK, PLATFORM, DATA, SUPPRESSION LISTS, TRANSACTION TRACKING CODES, AND CREATIVE MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

NEITHER COMPANY NOR ANY OF ITS AGENTS, EMPLOYEES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, SUCCESSORS, OR ASSIGNS MAKE ANY WARRANTIES (INCLUDING IMPLIED WARRANTIES OF PURPOSE, NON-INFRINGEMENT, AND MERCHANTABILITY), REPRESENTATIONS, OR GUARANTEES, EXPRESS, IMPLIED, VERBAL, OR OTHERWISE.

IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY COMPANY TO AFFILIATE DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM.

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO: (A) AFFILIATE'S INDEMNIFICATION OBLIGATIONS; (B) AFFILIATE'S BREACH OF CONFIDENTIALITY OBLIGATIONS; (C) AFFILIATE'S WILLFUL MISCONDUCT OR FRAUD; OR (D) AFFILIATE'S INFRINGEMENT OF COMPANY'S INTELLECTUAL PROPERTY RIGHTS.

14. CONFIDENTIALITY

14.1 Definition of Confidential Information.

"Confidential Information" means all data and information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement, including but not limited to: business plans, strategies, know-how, marketing plans, suppliers, finances, business relationships, pricing, technology, employees, trade secrets, personally identifiable end-user information, the Leads and all associated data, and the terms and conditions of this Agreement and related Campaigns.

14.2 Obligations.

The Receiving Party shall: (a) make no disclosure of the Disclosing Party's Confidential Information without obtaining the Disclosing Party's prior written consent; (b) not use Confidential Information for any purpose other than as expressly set forth in this Agreement; (c) restrict disclosure of Confidential Information to its employees, authorized agents, or independent contractors who need to know and who are bound by confidentiality obligations at least as restrictive as those herein; and (d) use reasonable care, but not less care than it uses with respect to its own information of like character, to prevent disclosure of any Confidential Information.

14.3 Permitted Disclosure by Company.

Company may disclose Affiliate's Confidential Information to government regulators during the course of regulatory inspections, investigations, inquiries, or enforcement actions without providing Affiliate notice. Additionally, Affiliate expressly authorizes Company to disclose Affiliate's contact information to any owner or lawful holder of intellectual property upon which Affiliate has infringed, upon reasonable belief of such infringement. Company may also publish Affiliate's contact information on any "blacklist" as a response to Affiliate's fraudulent activity.

14.4 Survival.

This confidentiality obligation shall survive termination of this Agreement for a period of three (3) years, or until such time as all Confidential Information is no longer confidential.

15. NON-CIRCUMVENTION

Affiliate shall not circumvent Company's relationship with any of its affiliates, Advertisers, or third-parties, or otherwise offer, make available, provide, contract for, or perform, directly or indirectly, advertising, marketing, or promotional services similar to the services performed by affiliates in the Network for any affiliate, Advertiser, or third-party publisher that is known, or should reasonably be known, by Affiliate to participate in the Network, during the term of this Agreement and for a period of twelve (12) months following termination or expiration of this Agreement. Affiliate agrees that monetary damages for its breach, or threatened breach, of this Section may not be adequate to cure the irreparable and immediate injury caused to Company, and that Company shall be entitled to: (a) injunctive relief, including temporary and preliminary relief, without the requirement to post a bond; or (b) any and all other remedies available to Company at law or in equity.

16. TERM AND TERMINATION

16.1 Term.

This Agreement shall commence on the Effective Date and continue for an initial term of one (1) year ("Initial Term"). Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each, a "Renewal Term") unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

16.2 Termination for Convenience.

Either Party may terminate this Agreement at any time, for any reason or no reason, upon three (3) days' prior written notice to the other Party. Termination notices may be provided via email and will be effective immediately upon receipt.

16.3 Termination for Cause.

Company may terminate this Agreement or suspend Affiliate's participation in the Network immediately, without notice, for any of the following reasons:

• Affiliate breaches any material term of this Agreement;
• Affiliate engages in any Prohibited Practice set forth in Section 6;
• Affiliate violates any applicable law, including TCPA, state Mini-TCPA laws, or CCPA;
• Affiliate modifies, circumvents, or interferes with any Transaction Tracking Code or other Company technology;
• Affiliate infringes upon any intellectual property rights;
• Affiliate becomes insolvent, files for bankruptcy, or ceases business operations;
• Affiliate fails to maintain required insurance coverage;
• Affiliate takes any action or fails to take any action that causes Company concern for its business or the integrity of the Network.

16.4 Effect of Termination.

Upon suspension or termination of this Agreement for any reason:

• Affiliate shall immediately cease using and remove from all websites all Creative Materials or other materials made available to Affiliate in connection with participation in the Network;
• Affiliate shall immediately cease transmitting or causing to transmit all e-mails, calls, and texts in connection with all Campaigns;
• All licenses and rights granted to Affiliate in connection with this Agreement shall immediately cease and terminate;
• All Confidential Information, Creative Materials, or proprietary information of Company that is in Affiliate's possession or control must be immediately returned, deleted, or destroyed;
• Company will pay Affiliate Commissions for Accepted Leads submitted prior to termination, subject to Company's right to withhold or cancel Commission payments.

17. DISPUTE RESOLUTION

17.1 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

17.2 Mandatory Arbitration.

Except for claims seeking injunctive or other equitable relief, any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. Claims shall be heard by a single arbitrator for disputes under $250,000, or a panel of three arbitrators for disputes of $250,000 or more. The seat of arbitration shall be Los Angeles County, California.

17.3 Class Action Waiver.

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. AFFILIATE WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR CONSOLIDATE CLAIMS WITH OTHERS.

17.4 Arbitration Award.

The arbitrator's award shall be final, non-reviewable, non-appealable, and binding on the Parties and may be entered as a judgment in any court having jurisdiction. The arbitrator shall have no authority to award punitive damages or to vary or ignore the terms of this Agreement.

17.5 Costs and Fees.

If Company institutes any arbitration, suit, action, or proceeding against Affiliate arising out of or relating to this Agreement, it shall be entitled to receive, and Affiliate shall pay, in addition to all other remedies to which Company is entitled, the costs and expenses incurred, including attorneys' fees and expenses, court costs and fees, and expenses of experts and vendors employed in the pursuit of any such proceeding, even if not recoverable by law.

18. GENERAL PROVISIONS

18.1 Entire Agreement.

This Agreement, together with any Insertion Orders, Rules and Regulations, and other documents incorporated by reference, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, and communications.

18.2 Amendments.

Company may amend this Agreement at any time by posting a revised version on its website or Platform. Continued participation in the Network after any amendment constitutes acceptance of the amended terms. This Agreement may not otherwise be amended except by an instrument in writing signed by both Parties.

18.3 Assignment.

Affiliate may not assign this Agreement or any rights, interests, or obligations hereunder, in whole or in part, by operation of law or otherwise, without the prior written consent of Company, and any attempted assignment shall be null and void. Company may assign this Agreement without restriction.

18.4 Independent Contractors.

The Parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship between the Parties.

19. ELECTRONIC ACCEPTANCE AND AGREEMENT

19.1 Electronic Signature and Consent.

By completing the online registration process and clicking the acceptance button, Affiliate: (a) agrees that such action constitutes Affiliate's electronic signature; (b) consents to the electronic delivery of this Agreement and all related documents; (c) acknowledges that this electronic signature has the same legal force and effect as a handwritten signature; and (d) waives any requirement for an original or non-electronic signature.

19.2 Consent to Electronic Records.

Affiliate consents to receive this Agreement and all notices, disclosures, and other communications from Company electronically, whether via email, through the Platform, or by posting on Company's website. Affiliate agrees that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

19.3 Binding Effect of Electronic Acceptance.

This Agreement shall become effective and legally binding upon Affiliate immediately upon Affiliate's completion of the registration process and electronic acceptance. No physical signature is required. Affiliate represents and warrants that the person completing the registration and accepting this Agreement has full authority to bind Affiliate to this Agreement.

19.4 Record of Acceptance.

Company will maintain a record of Affiliate's electronic acceptance, including the date and time of acceptance, the IP address from which acceptance was made, and the version of this Agreement accepted. This record shall constitute conclusive evidence of Affiliate's agreement to these terms.

19.5 Continued Use as Acceptance.

If Affiliate continues to participate in the Network or use the Platform after any amendment to this Agreement is posted, such continued participation or use shall constitute Affiliate's acceptance of the amended terms, even without further electronic acceptance.

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