PUBLISHER AGREEMENT

1. PARTIES, EFFECTIVE DATE

This PUBLISHER AGREEMENT (the "Agreement"), is between PureAds LLC, a Delaware limited liability company ("PureAds") and the Person identified above ("Publisher"). This Agreement is effective on the date last signed by a party ("Effective Date"). Capitalized terms used, but not defined in the Section in which they are introduced, are defined in Section 14.2. This Agreement includes the terms and conditions set forth in the Addendum attached hereto and incorporated herein by reference as Exhibit A.

2. NATURE OF AGREEMENT

This Agreement shall govern Publisher's participation in the PureAds Third-Party Network, and PureAds' referral of Offers to Publisher. The services that PureAds agrees to acquire and Publisher agrees to provide with respect to Publication of an Offer and all applicable fees may, at the discretion of the parties, be set forth in an IO that is effective and binding only when signed by the authorized representatives of Publisher and PureAds. Neither party is obligated to sign IOs. The terms of this Agreement are incorporated into and form a part of each IO signed by the parties.

3. RIGHTS GRANTED

3.1. License. During the term of this Agreement, and subject to Publisher's compliance with the terms of this Agreement, PureAds hereby grants to Publisher, and Publisher hereby agrees to receive from PureAds, a limited, non-transferable, revocable, non-exclusive license to access and use the PureAds Third-Party Network and related Confidential Information, and to Publish Offers selected by Publisher in accordance with the terms of the Offer and this Agreement.

3.2. Security of Login. So long as Publisher is not in breach of this Agreement, Publisher may access the PureAds Third-Party Network via login information supplied by PureAds. Publisher shall treat the login information provided by PureAds as PureAds' Confidential Information. Publisher is responsible for all activity initiated under its login information. If PureAds determines that Publisher has breached this Section, PureAds may immediately terminate this Agreement and Publisher's license to access and use the PureAds Third-Party Network, without notice to Publisher.

3.3. Ownership. Nothing in this Agreement will transfer to Publisher the ownership of any Intellectual Property owned, controlled by, or licensed to PureAds by any other Person, or grant any right or license to Publisher other than the express limited license granted under Section 3.1.

4. PUBLICATION OF OFFERS

4.1. Promotional Discretion. Publisher is solely responsible for selecting the Offers it will Publish. Publisher may cease publishing any Offer at any time, unless doing so would cause Publisher to breach the terms of the Offer or this Agreement.

4.2. Offer Terms. Publisher shall follow all terms, conditions, policies and procedures required by or for an Offer that Publisher selects for Publication including (a) the use of approved "from" and "subject" lines, email content, and creative materials, (b) placement and positioning criteria, and (c) distribution via permitted media.

4.3. Suppression List. Prior to Publishing any Offer via email, Publisher shall download from the PureAds Third-Party Network the most current suppression list provided by the Advertiser for the relevant Offer. Publisher shall use the suppression list to remove individuals who have lawfully "opted out" of receiving Offers from a particular Advertiser, so that those individuals are excluded from promotional efforts by Publisher. At least every seven days thereafter, Publisher shall download and use the most current suppression list provided by the Advertiser for the relevant Offer. Publisher shall not use suppression lists for any purpose except to remove email addresses from Publisher's distribution lists. If PureAds determines, in its sole discretion, that Publisher has breached this Section, PureAds may immediately terminate this Agreement and Publisher's license to access and use the PureAds Third-Party Network, without notice to Publisher.

4.4. Unsubscribe Requests. In the event that Publisher receives a request from a individual to be removed from all future mailings, Publisher shall provide to PureAds all information provided by that individual, including email address, no later than 48 hours from the Publisher's receipt of such information to permit PureAds to inform the relevant Advertiser so that the Advertiser might also update its suppression list. Publisher shall also immediately remove that individual from Publisher's distribution list for future email Publications.

4.5. Offer Modification or Termination. Publisher shall not modify the terms of any Offer; however, upon notification that an Advertiser has modified its Offer, Publisher shall only Publish the most recent version of such Offer, and shall immediately cease all use of any other versions of the Offer. Upon notification that an Offer has been terminated, Publisher shall immediately cease all Publication of the terminated Offer. PureAds shall provide notification of terminated Offers by any reasonable means at PureAds' discretion.

4.6. Websites and Blogs. Publisher shall not Publish any Offers through websites, blogs or other search/display forms (each, a "Website") even if permitted by an Offer's terms and conditions, unless prior to Publishing, Publisher discloses to PureAds all proposed Websites and all websites at which Publisher proposes to place links or redirects to the proposed Websites, including any representations made on those sites in connection with the link or redirect. PureAds has the right to review Publisher's Websites both before and during the Publication of any Offer, and may approve or reject any Website. If PureAds approves a Website, Publisher shall ensure that any links or redirects to or through an approved Website are made available to PureAds for tracking purposes. Moreover, Publisher shall not: (a) Publish any Offer through a Website that fails to comply with Applicable Laws; (b) include any unlawful content on its Website or a third party's Website, including false, misleading or deceptive content; (c) Publish any Offer on a Website, or link to or re-direct from a Website that contains any pornographic, obscene, violent or other adult content; any discriminatory, defamatory, abusive, threatening or other offensive content; or that includes content that contains or promotes illegal activities, such as gambling, illegal narcotics, prostitution, bomb building, counterfeiting, pirating software or other Intellectual Property; or hacking, spoofing, phishing, phreaking and other forms of on-line fraud. In addition, Publisher shall not Publish any Offer using any of the following techniques or methods: (a) a Website that only contains a list of links or advertisements; (b) a Website that only contains an Offer; (c) a Website that is not fully functional, i.e., "under construction" sites or sections; (d) a Website that includes spawning process pop-ups or that generates or creates multiple pop-up windows; (e) use of third party Websites' internal communications systems, such as internal email (e.g. myspace.com email), bulletin boards, chat rooms, Craig's List or similar websites, or comment sections; (f) spoofing, redirecting or trafficking from or to websites containing any of the content prohibited above; or (h) use of spyware, adware or any other form of malware that generates new web browser windows.

4.7. Reproduction of Offers. Publisher shall not copy, imitate, or reproduce any Offer.

4.8. TCPA Compliance. Publisher hereby represents and warrants that: (a) all leads that include a phone number that are provided to PUREADS by Publisher pursuant to this Agreement have provided their prior “express written consent,” as defined under the Telephone Consumer Protection Act (“TCPA”), as amended, to receive commercial telephone calls (including robocalls, pre-recorded calls and/or autodialed calls) and/or SMS or text messages (in either event, “SMS”) from PUREADS and the third party advertisers designated by PUREADS. Publisher shall retain the records of each individual’s “express written consent” for a minimum of six (6) years, and will provide copies to PUREADS within one (1) business day of receipt of PUREADS’s request; and (b) Publisher shall not, and shall ensure, that each of its permitted Publishers (if any) and their respective sub-publishers, does not send any SMS traffic unless specifically permitted by PUREADS in this Agreement or a separate and specific written agreement or acknowledgment. Each party agrees to indemnify the other for any breach of any of the foregoing representations and warranties. Notwithstanding anything to the contrary contained in this Agreement, each party shall remain fully liable for any damages that arise as a result of a breach of any of the foregoing representations and warranties to the extent they relate to a violation of any law or regulation.

5. PROHIBITED CONDUCT

5.1. Fraud. Publisher shall not Publish any Offer using Fraudulent Means. Publisher acknowledges that the actual damages PureAds would suffer for each Action that Publisher generates using Fraudulent Means would be impractical and extremely difficult to establish. If PureAds reasonably determines that Publisher has used Fraudulent Means in its Publication of an Offer, then Publisher shall pay PureAds liquidated damages of $50.00 for each Action generated using Fraudulent Means. Publisher also acknowledges that such liquidated damages are a reasonable estimate of the damages PureAds would suffer for each Action generated through Fraudulent Means and knowingly and voluntarily waives any claims or arguments contrary to the terms of this Paragraph.

5.2. Incentivized Traffic. Publisher shall not Publish any Offer on or through an Incentivized website unless explicitly allowed by the Offer's terms and conditions.

5.3. Unapproved Alterations to Offers. Publisher shall not alter any Offer in any manner unless pre-approved in writing by PureAds. Prohibited alterations of an Offer include alterations of the text, pictures, "from" or "subject" lines, graphics, sound, video, programming code or other data used to comprise an Offer. Publisher acknowledges that the actual damages PureAds would suffer from the Publication of an unapproved alteration of an Offer would be impractical and extremely difficult to establish. In the absence of written approval by PureAds, any alteration of an Offer by Publisher will invalidate any Action generated from such Offer, Publisher will not be entitled to payment for such Actions, and Publisher shall pay PureAds liquidated damages of $2.00 for each email Publication of an unapproved altered Offer. Publisher also acknowledges that such liquidated damages are a reasonable estimate of the damages PureAds would suffer for each unapproved alteration of an Offer.

5.4. Opt-Out Links and Publisher Physical Address. Publisher shall include in email Publications only those opt-out links and physical addresses provided by PureAds and those set forth in an Offer's terms, conditions, policies or procedures. Publisher shall not include any alternative or additional opt-out links or physical addresses in an email Publication of an Offer, including an opt-out link to or the physical address of Publisher.

5.5. Use of PureAds Name or Intellectual Property.

5.5.1. Publisher shall not Publish any Offers or send any other communication referencing the service marks PureAds, PureAds Media, or any derivative thereof, or any link to a PureAds website. Publisher shall not send any emails using PureAds or PureAds LLC as the identified sender, or in the "from" or "subject line" of any email.

5.5.2. Publisher shall not use PureAds' name or any portion of the name as part of any entity name or trade name, with any prefix, suffix or other modifying words, terms, designs or symbols or in any modified form, without the prior written consent of PureAds.

5.5.3. Except as set out in Section 3.1, Publisher shall not use PureAds' Intellectual Property without the prior written consent of PureAds.

5.6.No Misuse of PureAds Third-Party Network. Publisher shall not attempt to modify, alter, hack, manipulate or otherwise misuse the PureAds Third-Party Network.

6. NOTICE AND CONSENT TO MONITORING

6.1. Monitoring. Per Section 9.1, Publisher remains solely responsible for performing its obligations under this Agreement in strict compliance with all Applicable Laws. Notwithstanding the foregoing, Publisher consents to PureAds' monitoring of Publisher's performance of its obligations under this Agreement in strict compliance with Applicable Law, which monitoring may include the use of "seed" accounts and third party services such as Lashback, UnsubCentral or Email Analyst.

6.2. Duty to Cooperate. Publisher shall cooperate with PureAds in the event that PureAds reasonably requests any information that is related to Publisher's compliance with this Agreement, including Publisher's making available to PureAds all relevant employees, independent contractors and agents whose statements or knowledge are necessary to provide the information requested. Publisher shall provide the requested information or make available the appropriate individual to PureAds no later than five Business Days from the date of PureAds' request unless PureAds agrees to a different timeframe. However, Publisher shall provide PureAds with an individual's opt-in information no later than one Business Day after the date of PureAds' request.

7. TERM

7.1. Term. The initial term of this Agreement is one (1) year, beginning on the Effective Date, and will automatically renew for successive one-year periods unless earlier terminated by a party as set forth below.

7.2. Early Termination Without Cause. A party may terminate this Agreement by the delivery of written notice of such termination to the other. Termination is effective five (5) Business Days after the party's receipt of the termination notice.

7.3. Early Termination for Breach.

7.3.1. PureAds may terminate this Agreement by the delivery of written notice to Publisher if Publisher materially breaches this Agreement and does not cure the breach to the reasonable satisfaction of PureAds no later than one business day after PureAds delivers the written breach notice. Unless otherwise specified in the breach notice or unless Publisher has cured the breach, termination is effective on the second Business Day after Publisher's receipt of the breach notice.

7.3.2. Publisher may terminate this Agreement by the delivery of written notice to PureAds if PureAds materially breaches this Agreement and does not cure the breach to the reasonable satisfaction of Publisher no later than one business day after Publisher delivers the written breach notice. Unless otherwise specified in the breach notice or unless PureAds has cured the breach, termination is effective on the second Business Day after PureAds' receipt of the breach notice.

7.3.3. A material breach of this Agreement includes any violation of Applicable Law, the cessation of a party's conduct of its business in the normal course, an admission of insolvency, making of an assignment for the benefit of creditors, becoming the subject of a proceeding in bankruptcy, receivership or reorganization.

7.4. Cessation of Offer Publication. Publisher shall only Publish an Offer during the term set forth in the Offer. Upon the expiration or earlier termination of this Agreement, the license granted under Section 3.1 shall also immediately terminate, and Publisher shall immediately cease all access and use of the PureAds Third-Party Network, any other Confidential Information, and the Publication of any Offers.

7.5. Effect of Termination. The expiration or termination of this Agreement will not relieve the parties of any obligation accruing with respect to this Agreement prior to such expiration or termination. The following sections will survive the expiration or termination of this Agreement: sections 3.3, 5.5, 5.6, 7.4, 7.5, 8, 9, 10, 11, 12, 13, and 14.

8. PAYMENT

8.1. Publication Fees. PureAds will determine the amount of fees to be paid to Publisher for Publishing an Offer on a monthly basis, using the buy type set out in the Offer (e.g., on a "cost per click" or "CPC" basis, on a "cost per thousand" or "CPM" basis or other "cost per Action" basis).

8.2. Exclusions. Fees will only be paid for valid, tracked qualifying Actions occurring during the term of the Offer. PureAds utilizes a tracking system that will log individual responses, calculate the number of Actions with respect to an Offer, and compute the fees owed to Publisher for the Publication of an Offer. PureAds will reduce the number of Actions tracked with respect to an Offer, if (a) PureAds discovers any breach of this Agreement by Publisher, such as Publisher's engaging in conduct prohibited in Section 4.6, Section 4.7 or Article 5 above (collectively, "Prohibited Conduct"); or (b) an Action is incomplete, contains duplicate information, is made by an individual residing outside of the United States or Puerto Rico (unless permitted by the Offer), is made by an individual under the age of 18, or is otherwise invalid. Publisher must submit written notice to PureAds, if Publisher disputes PureAds' calculation of the number of Actions with respect to an Offer. Publisher's notice must be submitted in writing to PureAds no later than 15 days following Publisher's receipt of payment for its Publication of an Offer; otherwise, all claims relating to the accuracy of PureAds' calculations will be expressly waived.

8.3. Recovery; Right of Set Off. PureAds shall have the right to recover from Publisher or offset against future payments owed to Publisher under this Agreement or any other agreement between Publisher and PureAds, any amount paid to Publisher for any Action where PureAds discovers or determines, after paying Publisher, that:

8.3.1. The Action was generated through Prohibited Conduct;

8.3.2. The Advertiser refused to pay PureAds, and such refusal was due to Publisher's acts or omissions;

8.3.3. The Advertiser passed on a chargeback to PureAds, and such chargeback was due to Publisher's acts or omissions;

8.3.4. PureAds has incurred or may incur costs, damages, expenses, fees, fines or other losses as a result of: (a) Publisher's breach of this Agreement; (b) Publisher's act or omission that causes PureAds to breach an agreement with a third party; or (c) Publisher's violation of Applicable Law; or

8.3.5. Publisher is obligated to pay PureAds liquidated damages under Sections 5.1 or 5.3.

8.4. Payment Terms. During the term of this Agreement, PureAds shall pay Publisher, on a monthly basis, the fees generated by valid, tracked qualifying Actions with respect to Offers Published by Publisher and for which PureAds receives payment from the relevant Advertiser. Publisher will receive payment for all such fees, less any amounts set off under Section 8.3, within 30 days following the end of the month in which PureAds received payment for such Actions from the relevant Advertiser. If the fees due to Publisher in any month are less than the minimum threshold of $1,000, the owed amount will be accumulated and carried over to the following payment period(s) until the minimum threshold is met. PureAds will provide notification to Publisher of any exercise of its right of recovery or set off under Section 8.3, along with the grounds for such action, at the time of fee payment.

9. WARRANTIES AND REPRESENTATIONS

9.1. Representations and Warranties of Both Parties. Publisher represents and warrants to PureAds it has the power, right and authority: (a) to enter into this Agreement; (b) to grant the rights and licenses granted herein; and (c) to perform its obligations under this Agreement. Publisher represents and warrants that it will fully comply with all Applicable Laws.

9.2. Consumer Consent & Suppression. Publisher represents and warrants to PureAds that (a) it will only Publish Offers by email to individuals who have provided affirmative consent to receive email advertisements from third parties such as Publisher; and (b) it will timely obtain and use all Offer suppression lists, will exclude any persons included on the suppression lists from all Publications, and that it shall not use any suppression list for any purpose other than the removal of email addresses of individuals who have opted-out of receiving future advertisements from a sender (as defined by the CAN-SPAM Act of 2003).

9.3. No Other Warranties; Disclaimers. EXCEPT AS SET FORTH IN THIS AGREEMENT, PUREADS MAKES NO REPRESENTATIONS OR WARRANTIES. THE PUREADS THIRD-PARTY NETWORK AND ALL OFFERS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY. PUBLISHER'S PARTICIPATION IN THE PUREADS THIRD-PARTY NETWORK IS AT PUBLISHER'S OWN RISK. ALL IMPLIED WARRANTIES ARE DISCLAIMED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES IMPLIED FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

10. INDEMNITY

Subject to the terms of this Agreement, Publisher shall defend PureAds, its affiliates, and its and their respective officers, directors, employees and agents (collectively, the "PureAds Indemnitees") from any claims, demands, actions, suits, prosecutions and other proceedings brought by or on behalf of any other Person (each a "Claim"), and shall indemnify and hold harmless the PureAds Indemnitees from all damages, liabilities, losses, fines, penalties, judgments, awards, settlements, costs and expenses (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by any of them due to a Claim that arises from or is related to the acts or omissions of the Publisher.

11. LIMITATION OF LIABILITY

11.1. Exclusion of Consequential Damages. IN NO EVENT WILL PUREADS BE LIABLE TO PUBLISHER FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR LOST BUSINESS OPPORTUNITY) INCURRED BY REASON OF ITS HAVING ENTERED INTO OR RELIED UPON THIS AGREEMENT, OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, EVEN PUREADS WAS ADVISED OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION WILL APPLY REGARDLESS OF THE FORM OF CLAIM IN WHICH SUCH LIABILITY MAY BE ASSERTED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.

11.2. Other Exclusions. IN NO EVENT WILL PUREADS BE LIABLE TO PUBLISHER FOR ANY ACT OR OMISSION OF ANY ADVERTISER OR OTHER PUREADS THIRD-PARTY NETWORK PARTICIPANT.

11.3. General Limitation of Liability. IN NO EVENT WILL PUREADS' TOTAL CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OR THEORIES OF RECOVERY OF ANY KIND, WHETHER FOR CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY PUREADS TO PUBLISHER IN ACCORDANCE WITH THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE ACTS OR OMISSIONS THAT CAUSED THE LIABILITY.

12. CONFIDENTIALITY

12.1. Obligation to Maintain Confidentiality. Publisher recognizes and acknowledges that PureAds has disclosed, or provided Publisher with access to, Confidential Information. During the term of this Agreement and thereafter (a) Publisher shall hold all Confidential Information in strict confidence, and (b) Publisher shall not (i) use the Confidential Information for any purpose other than to perform its obligations under this Agreement, (ii) disclose the Confidential Information to any other Person (other than to Publisher's employees or independent contractors who need to know the Confidential Information to perform Publisher's obligations under this Agreement and are bound by a written agreement containing a nondisclosure obligation comparable in scope to this Section) or (iii) copy, in whole or in part, the Confidential Information except as authorized in writing by PureAds. This Section does not apply to information that Publisher can prove, by clear and convincing evidence (a) is or becomes generally available to the public other than as a result of a disclosure by Publisher in breach of this Agreement; (b) was available to Publisher on a non-confidential basis prior to its disclosure by PureAds, from a Person who was not known by Publisher to be otherwise bound by a confidentiality agreement with PureAds, or otherwise under an obligation to PureAds not to transmit the information to Publisher; or (c) PureAds agrees in writing is free of such restrictions. Publisher will be relieved of its obligations under this Section if, and to the extent that, disclosure of Confidential Information is required by Applicable Law, if the Publisher, to the extent permitted by Applicable Law, provides PureAds with prompt written notice of such request or requirement in order to enable PureAds to (a) seek an appropriate protective order or another remedy, (b) consult with Publisher with respect to PureAds taking steps to resist or narrow the scope of such request or legal process, or (c) waive compliance, in whole or in part, with the terms of this Agreement. Publisher shall ensure that all Confidential Information so disclosed is accorded confidential treatment, and shall furnish only that portion of the Confidential Information that its counsel advises is legally required to be disclosed. During the term of this Agreement and thereafter, the Publisher will be responsible for any unauthorized disclosure or use of the Confidential Information by any of its employees or independent contractors, and shall indemnify and hold PureAds harmless from any Losses arising out of such unauthorized disclosure or use. Upon the expiration or earlier termination of this Agreement, or upon PureAds' request at any time, Publisher shall deliver to PureAds all Confidential Information in its possession and shall not retain or keep from PureAds any documents or data of any kind or any reproductions (in whole or in part) or extracts of any items relating to any Confidential Information.

12.2. Protection of Trade Secrets. Publisher acknowledges that PureAds has spent significant time, effort and resources protecting its Proprietary Information. In order to protect the Proprietary Information, and in consideration for the benefits provided to Publisher under this Agreement, Publisher hereby agrees that during the term of this Agreement and for as long as the Proprietary Information remains a trade secret under California Law. Publisher will not, using or relying on any such Proprietary Information, directly or indirectly, call on, induce or solicit, on behalf of Publisher or any third party, any current or prospective customer, merchant, vendor or supplier of PureAds for the purpose of diverting, taking away or reducing the amount of current or prospective business of PureAds, or otherwise interfere with the relationship between PureAds, on the one hand, and its customers, merchants, vendors or suppliers, on the other hand.

12.3. Employee Solicitation. Publisher expressly acknowledges and agrees that PureAds' relationships with its employees are PureAds' valuable assets and Confidential Information. Accordingly, during the term of this Agreement and for six months thereafter, Publisher shall not solicit, recruit or assist another party in soliciting or recruiting any PureAds employees who were materially involved with the performance of this Agreement. Nothing in this Section, however, will limit a Publisher's right to hire any employee of the other PureAds who responds to a general solicitation for employment not targeted specifically to such employee or who initiates the request for employment.

12.4. Non-Circumvention. Publisher acknowledges that PureAds has spent significant time, effort and resources protecting its Confidential Information. In order to protect the Confidential Information, and in consideration for the benefits provided to Publisher under this Agreement, during the term of this Agreement and for as long as the Confidential Information remains a trade secret under Applicable Law, Publisher shall not, using or relying on any such Confidential Information, directly or indirectly, call on, induce or solicit, on behalf of Publisher or any third party, any current or prospective customer, merchant, vendor or supplier of PureAds, including its Advertisers, for the purpose of diverting, taking away or reducing the amount of current or prospective business of PureAds, or otherwise interfere with the relationship between PureAds, on the one hand, and its customers, merchants, vendors or suppliers, including its Advertisers, on the other hand. These prohibitions cover solicitations or contact by Publisher whether on Publisher's own behalf, as an independent contractor, as a consultant, or any other status. Publisher acknowledges and agrees that this Section is designed to prevent Publisher from circumventing or interfering with PureAds' relationships with its customers, merchants, vendors or suppliers, including its Advertisers.

12.5. Reasonableness of Covenants. Publisher acknowledges that the duration and restrictions set forth in this Section are reasonable in scope. If, at any time, the provisions of this Section is finally adjudicated as invalid or unenforceable by a court of competent jurisdiction, the parties agree that the court making this determination will have the power to reduce the scope or duration of the restrictions set out in this Section, by deleting specific words or phrases, or by replacing any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision; and that this Agreement will be enforceable as so modified.

12.6. Third-party Information. Publisher acknowledges that PureAds has received, and in the future will receive, from third parties, confidential information, such as suppression lists, subject to a duty to maintain the confidentiality of such information and to use it only for limited purposes. Publisher will use and maintain such information in the same fashion as PureAds's Confidential Information. Further, in the event Publisher is privy to third party confidential information obtained from a party other than PureAds, Publisher shall not disclose such confidential information to PureAds, or co-mingle such information with the suppression lists to which Publisher has access under this Agreement, without the express written authorization of that third party.

13. DISPUTE RESOLUTION

Should a dispute arise concerning the terms and conditions of this Agreement, or the breach of same by either party hereto, the parties agree that PureAds may elect whether to submit the dispute to arbitration before AAA in Orange County, California, or pursue resolution of the dispute in the state or federal courts located in Orange County, California. If Publisher intends to seek relief concerning the terms and conditions of this Agreement, or the alleged breach of same by PureAds, then (a) Publisher shall provide a written notice to PureAds identifying the factual and legal basis for the relief sought, and (b) PureAds shall, within 10 Business Days, respond, in writing, indicating its election of the manner of dispute resolution. If the parties' dispute is submitted to arbitration, then any award rendered shall include a written summary and shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. By entering into this Agreement, Publisher agrees to the personal jurisdiction of the courts of Orange County, California. Publisher hereby waives any claim that such court does not have personal jurisdiction over it or for inconvenient forum. The parties consent to service of process by certified mail at their notice addresses set forth in this Agreement. Publisher hereby expressly and knowingly waives any claims or arguments contrary to the terms of this Section.

14. GENERAL

14.1. Force Majeure. Neither party will be responsible, liable for or deemed in breach of this Agreement because of any delay in or failure to perform its obligations under this Agreement (except for payment obligations) to the extent that such delay or failure is due to unanticipated circumstances beyond the reasonable control of the party claiming the protection of this Section, such as fire, flood, earthquake, or other natural disaster; governmental order; war, riot, or act of terrorism; and labor disputes. However, the party claiming the protection of this section shall promptly provide the other party with written notice of the force majeure event upon becoming aware of the event and use reasonable efforts to minimize and eliminate the impact of the force majeure event.

14.2. Definitions.

14.2.1. "Action" means a click, an impression or any other revenue generating action taken by an individual with respect to an Offer.

14.2.2. "Advertiser" means an advertiser who has entered into a contract with PureAds under which contract the advertiser has the right to post Offers on the PureAds Third-Party Network for Publication.

14.2.3. "Applicable Law" means, with respect to a party to this Agreement, any federal, state or local constitution, law, statute, ordinance, code, regulation or rule, enacted, adopted or promulgated by a Governmental Authority that is binding upon or applicable to the party, such as the Telephone Consumer Protection Act, the CAN-SPAM Act of 2003, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Telecommunications Act of 1996, Section 5 of the Federal Trade Commission Act, and laws regulating deceptive trade practices and advertising; and any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any Governmental Authority or by any arbitrator that is binding upon or applicable to the party, unless expressly specified otherwise.

14.2.4. "Business Day" means any day other than Saturday, Sunday or any other day on which banks in San Clemente, California are permitted or required to be closed. If a date specified in this Agreement as a date for taking action, falls on a day that is not a Business Day, then that action may be taken on the next Business Day.

14.2.5. "Confidential Information" means all information, whether in written, verbal, graphic, electronic, or any other form, provided by or on behalf of PureAds and disclosed to, or observed by or on behalf of Publisher, such information being either (i) disclosed in written or other tangible form and plainly marked as "confidential," "proprietary," or the like, or (ii) due to the nature of such information and the circumstances under which it was disclosed, should reasonably be assumed to be Confidential Information. The identity of Advertisers and the terms of their Offers, PureAds pricing and the terms of this Agreement, the PureAds Third-Party Network, and information concerning or relating to PureAds' employees, customers, and suppliers are all considered Confidential Information by PureAds. Confidential Information includes copies, summaries and other derivatives of Confidential Information.

14.2.6. "Fraudulent Means" means any method, technique, system or scheme used to directly or indirectly artificially inflate the number of Actions.

14.2.7. "Governmental Authority" means (i) foreign or federal, state, local, municipal or other government jurisdiction (including any political subdivision thereof), or (ii) governmental or quasi-governmental authority of any nature (including any agency, branch, department, board, commission, court, tribunal or other entity exercising governmental or quasi-governmental powers).

14.2.8. "Incentivized" means a website that offers cash, points, prizes, gift cards, or other tangible or intangible items of value to a visitor, if the visitor engages in conduct that would generate an Action.

14.2.9. "Intellectual Property Right" means any right that is or may be granted or recognized under Applicable Law concerning (i) trademarks, service marks, brand names, certification marks, trade dress, domain names and other indicia of origin, the goodwill associated with the foregoing, any registrations or applications to register any of the foregoing, and all renewals, extensions or reissues thereof; (ii) inventions and discoveries, whether patentable or not, issued patents, applications for patents, and any renewals, extensions or reissues thereof; (iii) trade secrets and rights in any jurisdiction to limit the use or disclosure thereof by any individual or entity; (iv) original works of authorship, and any and all copyright rights, whether registered or not; any registrations or applications for registration of copyrights, and any renewals or extensions thereof; (v) moral rights, database rights, design rights, industrial property rights, publicity rights and privacy rights; and (vi) any similar intellectual property or proprietary rights. "Intellectual Property" means anything that is or may be protected by an Intellectual Property Right.

14.2.10. "IO" means a document that is signed by a duly authorized representative of each party that contains a description of the Publication of an Offer, in addition to the non-exclusive license to access the PureAds Third-Party Network, the applicable cost per Action, any modifications to the rights of a party set out in this Agreement, and additional rights and obligations of the parties.

14.2.11. "PureAds Third-Party Network" means the on-line private interface through which Advertisers make Offers available for Publication.

14.2.12. "Offer" means a particular set of advertisements, solicitations, promotions, and other marketing materials made available by an Advertiser through the PureAds Third-Party Network for Publication.

14.2.13. "Person" means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, Governmental Authority or other entity.

14.2.14. "Publication" means the display, transmission, publication, distribution or other dissemination of an Offer to individuals via the various media authorized in the Offer.

14.3. Relationship of Parties. The parties to this Agreement are independent contractors. Neither party is an agent, representative, partner or employee of the other party. Neither party will have any right, power, or authority to enter into any agreement on behalf of, or incur any obligation or liability of, or to otherwise bind the other party. This Agreement is not to be interpreted as or construed to create an association, agency, joint venture, or partnership between the parties or to impose any liability attributable to such a relationship upon either party.

14.4. Approval is not Legal Advice. Any right of approval reserved by PureAds in connection with this Agreement is not to be construed as legal advice concerning Publisher's compliance with Applicable Laws. Each party shall seek independent legal advice with respect to compliance with any requirements in this Agreement.

14.5. Intentional Risk Allocation. The provisions of this Agreement reflect an informed, voluntary allocation between the parties of the risks (known and unknown) that may exist in connection with this Agreement. This voluntary allocation of risk was a material part of the bargain between the parties and the economic and other terms were negotiated and agreed to by the parties in reliance on that allocation.

14.6. No Construction Against Drafter. Each party has participated in negotiating and drafting this Agreement. Therefore, if an ambiguity or question of intent or interpretation arises, this Agreement is to be construed as if the parties had drafted it jointly, as opposed to being construed against a party because it was responsible for drafting one or more terms of this Agreement.

14.7. No Third Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the parties and is not intended to confer any benefit upon any other Person whatsoever. Except for the parties, no other Person has any right to rely upon this Agreement for any purpose whatsoever.

14.8. No Waiver. Any waiver of a provision of this Agreement or of a party's right or remedy under this Agreement must be in writing and signed by both parties to be effective. Failure or delay by a party to enforce its rights or remedies under this Agreement at any time will not be deemed a waiver and will not affect the validity of this Agreement or prejudice such party's right to take subsequent actions or to enforce such right or remedy on subsequent occasions.

14.9. Cumulative Rights. The rights and remedies provided in this Agreement are cumulative, not alternative, and the exercise of any right or remedy, whether pursuant hereto, to any other agreement, or to law, shall not preclude or waive the right to exercise any or all other rights and remedies.

14.10. Assignment. Publisher may not assign its rights or delegate its duties under this Agreement without PureAds' prior express written consent. Any attempted assignment or delegation without such consent will be void.

14.11. Severability. If any provision of this Agreement is held to be prohibited by or invalid under Applicable Law, such provision will be deemed restated to reflect the original intentions of the parties as nearly as possible in accordance with Applicable Law, and the remaining provisions of this Agreement will be enforced as if this Agreement were entered into without the invalid provision.

14.12. Governing Law. This Agreement is to be construed in accordance with the laws of the State of California, excluding its conflict of law provisions.

14.13. Entire Agreement. This Agreement and any applicable IOs contain the entire understanding of the parties with respect to subject matter and supersedes all prior agreements, negotiations and understandings between the parties on the subject matter.

14.14. Amendments. PureAds reserves the right to change the terms of this Agreement from time to time, with notice provided to Publisher in accordance with Section 14.17. Publisher's continued access and use of the PureAds Third-Party Network or Publication of an Offer after any change has been made to this Agreement constitutes Publisher's acceptance of the modified Agreement.

14.15. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together constitute one agreement. Signature pages of this Agreement transmitted by facsimile or by electronic mail in portable document format will have the same legal effect as a manually executed signature page.

14.16. Interpretation. The words "include," "includes" and "including" are to be read as if they were followed by the phrase "without limitation". A reference to an agreement means that agreement, as amended and supplemented from time to time, subject to restrictions on amendment or supplementation contained in that agreement. Unless otherwise specified, a reference to a statute or regulation means that statute or regulation, as amended and supplemented from time to time, and, to any corresponding provisions of successor statutes or regulations. The headings used in this Agreement are for convenience only and do not affect the meaning or interpretation of this Agreement.

14.17. Notices; Electronic Communications.

14.17.1. All notices, reports and other communications provided for under this Agreement must be in writing and properly addressed to the party using the address designated by the party in this Agreement or as subsequently changed by notice duly given.

14.17.2. When Publisher creates an account or otherwise accesses and uses the PureAds Third-Party Network, Publisher is communicating and conducting a transaction with PureAds electronically. Publisher's creation of an account or use of the PureAds Third-Party Network is deemed to be Publisher's consent to receive communications from PureAds electronically, and to conduct transactions with PureAds electronically. Publisher agrees that contract formation, and all notices, disclosures and other communications that PureAds provides to Publisher electronically satisfy any legal requirement that such communications or transactions be in writing.

PureAds may give Publisher notice by posting a general notice on the PureAds Third-Party Network, sending an e-mail to the e-mail address set out in the preamble, or by mailing notice to the address set out in the preamble using first class postage prepaid mail. Notice will be deemed effective on the third Business Day after deposit in the U.S. mail (if sent by first class mail) or 12 hours after sending (if sent by general notice on the PureAds Third-Party Network or by e-mail). Publisher may give notice to PureAds by any of the following methods: by confirmed facsimile to (888) 534-0264; or by nationally recognized overnight delivery service or first class postage prepaid mail to: PureAds LLC, 427 Tatnall St., Suite 34488, Wilmington, DE 19801. Notices to PureAds are effective upon receipt.

EXHIBIT A – ADDENDUM TO MASTER PUBLISHER AGREEMENT

This Addendum ("Addendum") is attached to and made a part of the Publisher Agreement (the "Agreement"). WHEREAS, PureAds and the Publisher have entered into the Agreement and now desire to include additional terms and conditions for the purchase of leads directly from the Publisher; NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:

Lead Buyer and Lead Seller are sometimes collectively referred to herein as the “Parties” and may be individually referred to as a “Party.” This Agreement and any and all Insertion Orders (defined below) govern the Parties’ rights, duties, and obligations with respect to the buying and selling of Lead Data (defined below) between the Parties. The terms and conditions of this Agreement apply to any and all Insertion Orders entered into between the Parties. Insertion Orders, if and when executed, shall be deemed to be a part of this Agreement. In the absence of an Insertion Order, the terms and conditions of this Agreement shall govern the relationship and transactions between the Parties.

1. DEFINITIONS.

In addition to any capitalized terms defined herein, the following terms shall have the following meanings:

• (a) “Affiliate” means any third-party marketing agents, partners, affiliates, and/or publishers providing services and/or Lead Data by and through, or on behalf of, Lead Seller in connection with the Services.
• (b) “Affirmative Consent” means the same as such term is defined in the CAN-SPAM Act of 2003, as amended (“CAN-SPAM”).
• (c) “Applicable Law” means all applicable state and federal laws, rules, Federal Trade Commission (“FTC”) and Federal Communications Commission implementing regulations, international laws, rules and regulations including, but not limited to, Applicable Privacy Laws, the FTC “Dot Com Disclosures” guidelines, the Gramm-Leach Bliley Act, the Fair Credit Reporting Act, the Centers for Medicare & Medicaid Services rules, the 42 CFR Subpart V - Medicare Advantage Communication Requirements, the Medicare Communications and Marketing Guidelines, CMS sub-regulatory requirements, all rules applicable to Dual Eligible Special Needs Plans, all relevant state Medicaid and/or other insurance regulations/statutes, and all relevant US Department of Health and Human Services Office of Inspector General and/or Office for Civil Rights regulations or sub-regulatory requirements, the Federal Trade Commission Act, CAN-SPAM, the TCPA, CASL, the General Data Protection Regulation, the Fair Debt Collection Practices Act, the Federal Communications Act, the Amended Telemarketing Sales Rule, and laws governing the National Do Not Call Registry (“NDNCR”), and all rules and regulations promulgated under any of the foregoing.
• (d) “Client” means third-party product/service providers to whom a Lead Buyer sells or otherwise transfers Lead Data.
• (e) “Consent” means Affirmative Consent, TCPA Consent, and Re-Sale Consent.
• (f) “Consumer” means any individual who, without limitation, requests or responds to information for goods or services via, without limitation, any Lead Seller Media.
• (g) “Creatives” means promotional and marketing content, text, artwork, images, graphics, and other materials (e.g., banners, landing pages) created by Lead Seller for the purpose of generating Valid Leads.
• (h) “Duplicate Lead” means a Lead submitted to Lead Buyer by Lead Seller that reproduces all or substantially all of the uniquely identifying data of a Consumer already in Lead Buyer’s and/or its applicable Client’s database.
• (i) “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
• (j) “Lead” means a unique Consumer whose Lead Data is obtained by Lead Seller using approved Lead Seller Media for the purpose of fulfilling the Lead Generation Services.
• (k) “Lead Data” means a unique bundle of contact and other information related to a Consumer, along with any additional information as required under in the applicable IO, all of which shall be obtained by the Lead Seller or its Affiliates through the Lead Generation Services described in the applicable IO. Lead Seller acknowledges and agrees that Lead Buyer may transmit (including, but not limited to, via re-sale) Lead Data to Lead Buyer’s Clients for use by said Clients.
• (l) “Lead Generation Services” means any and all Lead-generation services a Lead Seller agrees to provide a Lead Buyer as set forth in an Insertion Order, which may include, but is not limited to, using any Lead Seller Media.
• (m) “Lead Seller Media” means: (a) e-mail (“Lead Seller E-mail”) sent by Lead Seller to individuals in the proprietary database(s) of Lead Seller and/or its Affiliates (collectively, “Lead Seller Database”); (b) websites owned and/or operated by Lead Seller and/or its Affiliates ("Lead Seller Websites”); and (c) telephone calls placed by Lead Seller to individuals in the Lead Seller Database (“Lead Seller Telemarketing”).
• (n) “Insertion Order” or “IO” means any insertion order executed by the Parties and that is governed by this Agreement.
• (o) “PEWC” means “prior express written consent” as defined in the Telephone Consumer Protection Act (47 USC § 227), and its implementing regulations adopted by the Federal Communications Commission (47 CFR § 64.1200), as amended from time-to-time (the “TCPA”)).
• (p) “Marks” means, without limitation, a Party’s trademarks, service marks, trade dress, trade names, logos, and other distinctive brand features used in or related to a Party’s business.
• (q) “Re-Sale Consent” has the meaning as set forth in Section 2.7.
• (r) “TCPA Consent” means unrevoked PEWC that Lead Seller has legally obtained from a Consumer to receive telemarketing calls (using automated methods) and SMS text messages from Lead Buyer and/or any designated Client at the phone number provided by Consumer using artificial voices, prerecorded voice messages, ringless voicemail, voice broadcasts or other types of recorded technologies.
• (s) “Valid Contact Information” means at least one (1) valid phone number and one (1) valid email address.
• (t) “Valid Lead” means (as applicable and set forth in further detail herein) a Consumer that (i) has provided Lead Data to Lead Seller, (ii) is not a Duplicate Lead, (iii) has valid Contact Information, (iv) was not generated through fraud, manipulation of information, or an incentive, and (v) has provided the applicable Consent.
• (u) “Negligent or Intentional Act” means any act or omission that constitutes a failure to exercise the care that a reasonably prudent person would exercise in like circumstances (negligence), or an action taken with the knowledge that harm is likely to result (intentional act).

2. LEAD GENERATION AND SALES.

2.1 Sale and Purchase of Leads.

Lead Seller agrees to sell Leads to Lead Buyer, and Lead Buyer agrees to purchase Leads from Lead Buyer per the terms set forth in the applicable IO. The particular Services to be provided by Lead Seller will be more fully described in an Insertion Order. All Leads sold hereunder by a Lead Seller must satisfy all elements of a Valid Lead.

2.2 Suppression Lists.

Lead Buyer will maintain records of and provide contact information for all individual customers who request no further solicitation or contact for purposes of soliciting the products offered, in accordance with NDNCR and CAN-SPAM regulatory requirements.

2.3 Compliance.

Lead Buyer shall work with Lead Seller to ensure the compliance of its operations with NDNCR and CAN-SPAM requirements. Lead Seller will receive copies of the suppression lists provided by Lead Buyer to ensure that customers who have “opted out” receive no further solicitation efforts for purposes of the products offered by Lead Seller and ensure that all databases are updated in accordance with regulatory requirements.

2.4 Use of Marks.

Upon receipt of prior express written consent, Lead Buyer hereby grants to Lead Seller a limited, non-exclusive, non-transferable, revocable, royalty-free license (without the right to grant sublicenses) to use Lead Buyer’s Marks in relation to the advertising and marketing services contemplated herein. Lead Buyer shall reserve the sole and exclusive right to terminate any such use of Marks, for any reason.

2.5 Creatives.

Lead Seller will only run Creatives provided by or approved by Lead Buyer. Lead Seller may not utilize Creatives or modify any Creatives without prior written approval from Lead Buyer in each instance. Lead Seller shall be fully responsible for all aspects of the Creatives it generates. Lead Buyer shall be fully responsible for all aspects of the Creatives it provides to Lead Seller.

2.6 Prohibited Content.

Lead Seller will not place Creatives on Lead Seller Websites, or include Creatives in Lead Seller E-mails, that contain or promote (or link to sites that contain or promote): (a) sexually explicit or obscene materials; (b) violence, hate, or discrimination of any type based on race, sex, religion, nationality, disability, sexual orientation or age; (c) illegal activities; and/or (d) content that is offensive in nature, degrading, libelous, profane, or in bad taste. The Lead Seller Media (and Creatives) may not contain any material that infringes upon the Intellectual Property Rights of any third-party, or that damages (or could damage) the reputation of Lead Seller. Further, Lead Seller will not target minors through any Lead Seller Media.

2.7 Re-Sale Consent.

Lead Seller represents and warrants that it shall only supply and sell Leads for individuals who have provided unrevoked, prior express written consent (“Consent”) to receive autodialed marketing calls, prerecorded voice calls, artificial (AI) generative voice calls, emails and text messages from or on behalf of PureAds or PureAds’s Lead partners that have been named to Lead Seller in accordance with United States federal and state laws, rules, and regulations, including but not limited to the TCPA, the E-SIGN Act, and any applicable privacy laws, such as the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq. (“CCPA”), the California Privacy Rights Act (“CPRA”), the Colorado Privacy Act (“CPA”), the Connecticut Data Privacy Act (“CDPA”), the Utah Consumer Privacy Act (“UCPA”), and the Virginia Consumer Data Protection Act (“VCDPA”).

Such Consent must be obtained via a process that:

• 1. Compliance: Is compliant with all applicable federal and state laws, rules, and regulations, including but not limited to the TCPA, the E-SIGN Act, and the aforementioned privacy laws, regulatory guidelines, and judicial or administrative holdings or interpretations related to consumer privacy.
• 2. Clear and Unconditioned Consent: Allows any Lead to be lawfully shared with PureAds for its use, including sale to PureAds’s Lead partners, and ensures that Consent is not conditioned on a purchase of a service or website.
• 3. Conspicuous Language: Clearly and conspicuously conveys all opt-in language used to obtain Consent.
• 4. Revocation Notification: Lead Seller shall notify PureAds within two (2) business days of any request to revoke Consent or otherwise limit contact with a telephone number associated with any Lead that Lead Seller has supplied to PureAds.
• 5. Record Retention: Lead Seller shall retain records of each individual’s Consent, including the name, date, time, IP address, and referral URL where the applicable individual(s) submitted the Lead(s), for a minimum of five (5) years following the collection of the Consent.
• 6. Lead Seller shall obtain evidence of TCPA Consent by using either Jornaya’s Lead ID or Active Prospect’s TrustedForm. Where Lead Seller uses Jornaya, Lead Seller shall maintain the Lead ID and Compliance Report for each TCPA Consent obtained (“Jornaya Consent Records”). Where Publisher uses TrustedForm, Lead Seller shall maintain the Certificate ID and Certificate of Authenticity for each TCPA Consent obtained (“TrustedForm Consent Records”). Lead Seller shall retain the Jornaya Consent Records and TrustedForm Consent Records, as well as any other records showing PEWC, as applicable (collectively, the “TCPA Consent Records”), for a minimum of five (5) years following collection of same. Lead Seller must, within two (2) business days of receipt of Lead Buyer’s request, provide the: (i) TCPA Consent Records to Lead Buyer; and (ii) name, date, time, IP address and referral URL where the applicable individual(s) provided PEWC.

2.8 Telemarketing.

Unless expressly authorized in the applicable IO(s), Lead Seller may not engage in any Services via telemarketing, SMS, Smart Messaging, EMS, MMS, or any other type of text messaging service or protocol. Where Lead Seller is authorized in the IO to engage in telemarketing and/or to use SMS, Smart Messaging, EMS, MMS or any other type of text messaging service or protocol, Lead Seller represents and warrants that each Consumer who is contacted by Lead Seller in connection with text message marketing, has provided her/his TCPA Consent. Lead Seller shall obtain evidence of TCPA Consent by using either Jornaya’s Lead ID or Active Prospect’s TrustedForm. Where Lead Seller uses Jornaya, Lead Seller shall maintain the Lead ID and Compliance Report for each TCPA Consent obtained (“Jornaya Consent Records”). Where Publisher uses TrustedForm, Lead Seller shall maintain the Certificate ID and Certificate of Authenticity for each TCPA Consent obtained (“TrustedForm Consent Records”). Lead Seller shall retain the Jornaya Consent Records and TrustedForm Consent Records, as well as any other records showing PEWC, as applicable (collectively, the “TCPA Consent Records”), for a minimum of five (5) years following collection of same. Lead Seller must, within two (2) business days of receipt of Lead Buyer’s request, provide the: (i) TCPA Consent Records to Lead Buyer; and (ii) name, date, time, IP address and referral URL where the applicable individual(s) provided PEWC.

2.9 Notice of Consent Revocation.

Lead Seller will notify Lead Buyer in writing within three (3) business days of when any Consumer associated with a Valid Lead revokes its Re-Sale Consent or TCPA Consent.

2.10 Prohibited Acts.

Lead Seller may not, nor knowingly permit any person to, inflate the amount of Leads through any deceptive or misleading practice or method, including, but not limited to, the use of any spyware, adware, device, program, robot, iFrames, redirects, spiders, computer script or other automated, artificial or fraudulent methods designed to appear like an individual, real live person completing a Lead registration form. In connection with the Services provided hereunder, Lead Seller may not: (a) place misleading statements in close proximity to the Creatives; (b) take control of an end-user’s computer by delivering advertisements that the end-user cannot close without turning off her/his computer or closing all sessions of the Internet browser for her/his computer; or (c) install or execute on another's computer one (1) or more additional software program(s) without consent of the end-user, including spyware or other similar harmful software.

2.11 Notification and Response Protocol.

If a lead is found to be non-compliant or if a consumer rescinds consent, Lead Seller will notify Lead Buyer in writing within three (3) business days. Upon receipt of such notification, Lead Buyer shall have the right to return the non-compliant lead to Lead Seller for a full refund. The Parties shall work together in good faith to address and rectify the non-compliance issue in a timely manner, ensuring minimal disruption to their respective operations.

3. EXCLUSIVITY.

3.1 Demographic Information and Lead Ownership.

Lead Seller hereby assigns full and exclusive ownership of any and all customer and demographic data, including lead information, to Lead Buyer upon the sale of Leads to Lead Buyer. Lead Seller acknowledges that it will retain no rights, title, or interest in the lead data after such assignment. Lead Seller agrees that it shall only use the lead information solely to perform its obligations under this Agreement and for no other purpose, including non-competitive purposes. Any solicitation or use of lead data outside the scope of this Agreement by Lead Seller is strictly prohibited. Lead Seller further agrees that any leads developed or received outside the scope of this Agreement and unrelated to the product or service specified herein are not considered customers of Lead Buyer for the purposes of this provision.

3.2 Exclusivity for Solicitation.

Each Party acknowledges and agrees that this is a semi-exclusive contract and that the Leads traded through this Agreement may not be re-sold by Lead Seller.

4. FEES; RETURNS

4.1 Fees.

Lead Buyer will pay a fee for each Lead furnished by Lead Seller pursuant to the terms set forth in the applicable IO.

4.2 Payment.

Unless otherwise specified in an IO, Lead Seller will invoice Lead Buyer on a Monthly basis and all undisputed amounts will be paid within Thirty (30) days of the date of the invoice. If there is a dispute between the Parties related to an invoice, the Parties shall work in good faith to resolve the dispute. If the Parties are unable to resolve the dispute within ten (10) business days, the Parties agree that the records of the Lead Buyer shall be deemed accurate.

4.3 Returns.

Lead Buyer may return non-Valid Leads for a full refund if returned to Lead Seller by the fifteenth (15th) day of the month immediately following the month in which any such non-Valid Lead was received by Lead Buyer unless Leads were generated fraudulently or in violation of Section 2.10 herein.

5. CONFIDENTIALITY; SECURITY.

5.1 Certain Terms.

• (a) “Confidential Information” means all of the trade secrets and other non- public business or financial information, business methods, customer information, procedures, know-how, contact data and other information of every kind that relates to the business of either Party that is disclosed by either Party to the other, in any form or medium, whether or not marked or identified as confidential at the time of disclosure, and includes, without limitation, financial information, strategies, plans for potential expansion and marketing initiatives and all other non-public information of a Party, including this Agreement.
• (b) “Consumer Requests” means Consumer: (i) requests to correct inaccurate and/or outdated Covered Personal Information; (ii) Requests to Limit (defined below); (iii) Requests to Opt-Out (defined below); (iv) requests to know the: (A) categories of Covered Personal Information that such party has collected about the subject consumer(s); (B) specific pieces of Covered Personal Information that such party has collected about the subject consumer(s); (C) categories of sources from which the Covered Personal Information is collected; (D) business or commercial purpose for collecting, selling and/or sharing the subject Covered Personal Information; and (E) categories of third parties to whom such party discloses Covered Personal Information; and/or (ii) Requests to Delete (defined below).
• (c) “Covered Personal Information” means any personally identifiable information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, to any individual or household that would be considered a resident of California, Colorado, Connecticut, Utah, or Virginia.
• (d) “Personal Information” means information that identifies, relates to, or describes a particular Consumer. Personal Information includes, but is not limited to, the data elements listed in Section 140(o)(1)(A)-(K) of the CCPA, if any such data element identifies, relates to, or describes a particular individual.
• (e) “Security Breach” means any actual or potential unauthorized or accidental access, use, loss, or disclosure of any Lead Data or a breach of a Party’s security or information systems that could reasonably be expected to expose any Lead Data to such unauthorized or accidental access or use.

5.2 Confidential Information.

Neither Party will use, exploit, or disclose any Confidential Information of the other Party except for purposes of carrying out the business transaction between the Parties contemplated by this Agreement, and for no other purpose whatsoever. For purposes of this Agreement, “Confidential Information” means the terms of this Agreement and any technical, marketing, financial, employee, planning, and other confidential or proprietary information, including customer and supplier lists, and any information that is: (i) sufficiently secret to derive economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and (ii) the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality. Pricing information and other terms related to the performance of this Agreement constitute PureAds Confidential Information. Unless otherwise expressly set forth in an IO, PureAds’ Confidential Information includes PureAds Data, Lead Data, PureAds Client lists, the identity of the PureAds Clients, and all information relating to PureAds’ relationship with its Clients. Confidential Information does not include information that: (a) is or has been independently developed by the receiving Party without access to the other Party’s Confidential Information; (b) is or has become generally known to the public through no breach of this Agreement by the receiving Party; (c) has been rightfully received from a third party authorized to make such disclosure; (d) has been approved for release in writing by the disclosing Party; or (e) is required to be disclosed by a competent legal or governmental authority; provided that the recipient notifies the other Party of the required disclosure promptly and in writing and cooperates with the other Party, at the other Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure. Upon the earlier to occur of termination of this Agreement or the request of the disclosing Party, the receiving Party shall destroy or return all of the disclosing Party’s Confidential Information to the disclosing Party and if so requested by the disclosing Party, deliver to the disclosing Party a certificate executed by one of its duly authorized officers confirming compliance with the return or destruction obligation.

5.3 Lead Data.

• (a) Lead Seller will exercise all due care with respect to Lead Data and the collection, handling, delivery, processing, and transmission thereof, including, without limitation, with respect to confidentiality and security and any consent or authorization necessary to use such information as contemplated hereby.
• (b) Lead Seller will treat all Lead Data in accordance with all Applicable Privacy Laws and other applicable laws, rules, and regulations, including, without limitation, (i) as may be applicable to the use, unauthorized access, confidentiality and security of Lead Information, and procedures relating to the foregoing, (ii) all laws concerning the international transfer of Lead Data, and (iii) all laws applicable to email marketing and telemarketing activities (collectively, “Data Laws”).
• (c) Each Party will promptly notify the other Party in writing of any Security Breach regarding Lead Data or Confidential Information. Each Party will provide all necessary and reasonable cooperation to the other Party to comply with any Data Laws and Applicable Privacy Laws applicable to such Security Breach, including, without limitation, the notification of all Leads or of any of Lead Buyer’s Clients who may have a right to be informed of the Security Breach and the investigation and prosecution of such Security Breach.
• (d) Each Party will provide reasonable cooperation to the other Party and any governmental authorities with jurisdiction to audit and verify data security systems and procedures in order to confirm compliance with these provisions and any applicable Data Laws or Applicable Privacy Laws.

5.4 Privacy

• (a) Lead Seller will clearly and conspicuously post a link to an easily understood privacy policy (“Lead Seller Privacy Policy”) on all Lead Seller Websites and wherever Lead Seller collects Personal Information from Consumers. Such Lead Seller Privacy Policy will: (i) comply with all FTC guidelines and any other Applicable Laws including, but not limited to, the Applicable Privacy Laws, rules, and regulations with respect to personally identifiable information and online privacy, including all applicable laws, rules, and regulations with respect to the online privacy of minors; (ii) identify the nature and scope of the collection and use of information gathered by Publisher; (iii) offer users the ability to opt-out of the collection and use of personal data; and (iv) comply with all applicable provisions of the Applicable Privacy Laws.
• (b) Lead Seller shall timely honor all Consumer Requests, as required by Applicable Privacy Laws. Without limiting the foregoing, Lead Seller shall notify Lead Buyer in writing, of any requests received from any individual whose Covered Personal Information was accessed by Lead Seller in connection with the Agreement, including any consumer requests to: (i) opt-out from and/or limit the use and/or sharing of sensitive Personal Information (“Request to Limit”); (ii) opt-out from the sale and/or sharing of any Personal Information (“Request to Opt-Out”); and/or (iii) delete any Personal Information collected (“Request to Delete”).
• (c) Each party shall provide all assistance as is reasonably requested by the other party to meet its obligations under Applicable Privacy Laws with respect to responding to individuals’ Consumer Requests, including opt-out preference signals. Such assistance shall be promptly provided. Lead Seller shall notify Lead Buyer no later than five (5) business days after Lead Seller makes a determination that it can no longer meet its obligations under any Applicable Privacy Laws.

6. REPRESENTATIONS AND WARRANTIES.

Each Party hereby represents and warrants that (i) it has full power and authority to enter into this Agreement and the person executing the Agreement is doing so on behalf of such Party and has all power and authority to bind such Party to this Agreement, (ii) entering into and performance of this Agreement by the Party does not violate, conflict with, or result in a material default under any other contract or agreement to which the Party is a party, or by which it is bound, and (iii) it possesses current and valid licenses in those states necessary to perform its obligations hereunder, and thereby possess the legal authority to engage in the services undertaken pursuant to this Agreement. Each Party, upon the other’s request, shall provide to the other proof of such licenses. Furthermore, Lead Buyer represents and warrants (a) that it shall perform all of its obligations hereunder in a prompt and worker-like manner in accordance with the practices and professional standards used in well-managed operations performing services similar to the Services, and (b) it shall perform all such obligations in accordance with all Applicable Laws.

7. LIABILITY.

7.1 Limitation.

OTHER THAN FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY (1) BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES WHATSOEVER WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, INCURRED BY THE OTHER PARTY ARISING IN ANY WAY OUT OF THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (2) BE LIABLE TO THE OTHER PARTY FOR DAMAGES THAT EXCEED THE AMOUNT PAID OR PAYABLE BY LEAD BUYER TO LEAD SELLER IN THE ONE (1) YEAR IMMEDIATELY PRECEDING THE CIRCUMSTANCE WHICH GAVE RISE TO THE CLAIM, EXCLUDING ANY CLAIM(S) FOR NON-PAYMENT HEREUNDER. NOTWITHSTANDING ANYTHING IN THIS PARAGRAPH OR ELSEWHERE IN THIS AGREEMENT, THERE SHALL BE NO LIMIT ON THE INDEMNIFIED PARTIES’ OBLIGATIONS PURSUANT TO THE INDEMNIFICATION CLAUSE IN SECTION 7.2.

7.2 Indemnification.

The Lead Seller (the “Indemnifying Party”) shall indemnify, defend, and hold harmless PureAds and its affiliates, members, shareholders, subsidiaries, clients, agents, contractors, officers, directors, employees, and successors (collectively, the “Indemnified Parties”) from and against any claim, demand, action, judgment, decree, loss, damage, liability, cost, and expense (including reasonable and documented out-of-pocket legal fees and expenses) (“Losses”) incurred by the Indemnified Parties in connection with any claim to the extent arising from, relating to, or alleging that the Lead Seller (i) breached any of its representations, warranties, or covenants, or (ii) violated any third party’s Intellectual Property rights in connection with this Agreement. Additionally, the Lead Seller shall indemnify, defend, and hold PureAds and each of PureAds' Indemnified Parties harmless from and against all Losses incurred in connection with (a) any act or omission of any Subcontractor, including any act or omission of any Subcontractor which constitutes a breach of any of the Lead Seller’s representations, warranties, or covenants under the Agreement, and (b) the Lead Seller Sites (except to the extent of any PureAds Content provided by PureAds and unmodified by the Lead Seller) and any other website or email used by the Lead Seller to generate Traffic under this Agreement. PureAds will promptly notify the Lead Seller of all Losses of which it becomes aware (provided that a failure or delay in providing such notice will not relieve the Lead Seller’s obligations except to the extent the Lead Seller is prejudiced by such failure or delay), and will: (1) provide reasonable cooperation to the Lead Seller at the Lead Seller’s expense in connection with the defense or settlement of all Losses; and (2) be entitled to participate at its own expense in the defense of all Losses. PureAds may, at its option, assume control of the defense of any claim subject to indemnification under this Agreement, and in such cases, the Lead Seller shall be responsible for all reasonable and documented out-of-pocket legal fees and expenses incurred by PureAds in connection with the defense. The Lead Seller shall provide reasonable cooperation and assistance to PureAds in connection with the defense or settlement of any claim. The Lead Seller shall not settle or acquiesce to any judgment with respect to any claim without the prior written consent of PureAds, such consent not to be unreasonably withheld or delayed.

8. TERM AND TERMINATION.

8.1 Initial Term.

The initial term (“Initial Term”) of this Agreement shall be from the Effective Date until the one (1) year anniversary thereof unless sooner terminated in accordance with the provisions of this Agreement. After the Initial Term, this Agreement will automatically renew for terms of one (1) year (each, a “Renewal Term”, and collectively with the Initial Term, the “Term”), unless either Party gives written notice of its intent to terminate in accordance with the provisions below.

8.2 Termination.

Either Party may terminate this Agreement for its convenience at any time by giving the other Party ten (10) days advance written notice. Furthermore, either Party may terminate this Agreement immediately if the other Party has materially breached the Agreement, or in the event the other Party becomes insolvent, or files, or is forced to file, any petition in bankruptcy, or makes an assignment for the benefit of its creditors.

8.3 Obligations and Survival.

In the event of any termination of this Agreement, all obligations owed by either Party to the other shall become immediately due and payable upon termination. The provisions of each section of Sections 3, 4, 5, 6, 7, 9, 10, 11, and 12 shall survive the termination of this Agreement.

9. NON-CIRCUMVENT.

During the Term and for a period of twelve (12) months thereafter, Lead Seller will not solicit, contract with or obtain lead generation business from Lead Buyer’s Clients, or otherwise circumvent Lead Buyer’s relationship with its Clients; provided, however, that this prohibition will not prevent Lead Seller from maintaining any established business relationships that existed as of the Effective Date hereof. In the event of a violation of this Section, Lead Buyer will be entitled to: (a) seek injunctive relief (including temporary and preliminary relief) without the requirement to post a bond; and/or (b) any and all other remedies available to it at law or in equity.

10. AUDIT.

Lead Seller agrees that, at all times during the term of the Agreement, it shall maintain accurate books and records relating to its generation of Leads hereunder. Lead Seller agrees that Lead Buyer, or any designee of Lead Buyer, which is legally bound to obligations of confidentiality and non-disclosure, shall have the right during the term of the Agreement, and for one (1) year thereafter, to reasonably examine, inspect, audit and review all such books, records, and any source documents used in the preparation thereof during normal business hours upon written notice to Lead Seller at least seven (7) business days prior to the commencement of any such examination, inspection, review, or audit. Such audit shall be at Lead Buyer’s sole cost and expense and shall be strictly limited to those books and records that specifically relate to Lead Seller’s generation of Leads, as well as Lead Seller’s compliance with applicable law and the terms of the Agreement in connection therewith.

11. INSURANCE.

Lead Seller shall, for the duration of this Agreement and for five (5) years after the date that the last Lead sold to Lead Buyer or its Client hereunder, maintain insurance as is usual and prudent in Lead Seller’s industry and, in any event, to include at the minimum, Commercial General Liability, Errors and Omissions & Cyber Liability Insurance policies with coverage for actions of any type brought in connection with telemarketing calls, in an aggregate amount of $2,000,000, and shall identify Lead Buyer as an additional insured party. Lead Seller agrees to provide Lead Buyer with evidence of the foregoing coverages upon request from Lead Buyer.

12. DISPUTE RESOLUTION.

Should a dispute arise concerning the terms and conditions of this Agreement, or the breach of same by either party hereto, the parties agree that PureAds may elect whether to submit the dispute to arbitration before AAA in Orange County, California, or pursue resolution of the dispute in the state or federal courts located in Orange County, California. If Lead Seller intends to seek relief concerning the terms and conditions of this Agreement, or the alleged breach of same by PureAds, then (a) Lead Seller shall provide a written notice to PureAds identifying the factual and legal basis for the relief sought, and (b) PureAds shall, within 10 Business Days, respond, in writing, indicating its election of the manner of dispute resolution. If the parties’ dispute is submitted to arbitration, then any award rendered shall include a written summary and shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. By entering into this Agreement, Lead Seller agrees to the personal jurisdiction of the courts of Orange County, California. Lead Seller hereby waives any claim that such court does not have personal jurisdiction over it or for inconvenient forum. The parties consent to service of process by certified mail at their notice addresses set forth in this Agreement. Lead Seller hereby expressly and knowingly waives any claims or arguments contrary to the terms of this Section.

13. MISCELLANEOUS.

• 13.1 The Parties acknowledge and agree that they are independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Each Party will remain solely responsible for its own employees, agents, and contractors, and neither Party shall have the authority to bind or act on behalf of the other Party in any manner.
• 13.2 During the term of this Agreement, each Lead Seller shall fully comply with all Applicable Laws relating to the performance of such Party’s obligations under this Agreement.
• 13.3 Neither Party may assign, transfer, or delegate any of its rights or obligations under this Agreement or any IO without the prior written consent of the other Party, and any attempts to do so shall be null and void.
• 13.4 Except as expressly set forth herein, no provision of this Agreement is intended or shall be construed to provide or create any third-party beneficiary right or any other right of any kind in any Client or any Lead Buyer affiliate, insurer, lender, shareholder, officer, director, employee, or agent of any Party hereto, or in any other person.
• 13.5 Except as provided below, neither Party may assign this Agreement in whole or in part without the prior written consent of the other Party. Either Party may freely assign this Agreement in conjunction with: (i) a sale of all or substantially all of its assets, or (ii) a merger, corporate reorganization, or similar transaction; provided that the acquiring or resulting entity agrees in writing to be bound by the terms of this Agreement. Neither Party shall unreasonably withhold or delay its consent to a requested assignment by the other Party. Any attempted assignment in violation of this Section shall be void and of no effect.
• 13.6 For the Term and for one (1) year thereafter, neither Party shall, without the prior written consent of the other Party, directly solicit for employment any person employed by the other Party. Notwithstanding the foregoing, neither Party shall be deemed in violation of the foregoing if it hires an individual as a result of a public job posting.
• 13.7 No Party shall issue any press release or public announcement relating to the subject matter of this Agreement without the prior written approval of the other Party.
• 13.8 If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the Term, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement.
• 13.9 All notices required or permitted under this Agreement shall be made in writing and shall be deemed to have been duly given if delivered personally, sent by registered or certified U.S. mail (return receipt requested), facsimile, nationally recognized overnight courier, or electronic mail to the addresses set forth in the applicable IO.