Affiliate Agreement

Section 01 — Participation in the Network and Affiliate Program

By participating in the Network and Affiliate Program, You may: participate in marketing campaigns, offers, call campaigns, lead campaigns, or other performance marketing opportunities offered through the Network (the “Campaigns”); use, distribute, display, perform, copy, transmit, and market the Creative Materials made available through the Network solely in connection with Your efforts to generate consumer information leads, calls, form submissions, valid sales, appointments, service inquiries, or other compensable activities approved by Loyalty LTD (collectively, “Compensable Transactions”); and use and advertise telephone numbers, tracking links, landing pages, forms, call flows, pixels, scripts, or other tracking methods assigned to You by Loyalty LTD in connection with approved Campaigns.

The services described above, along with any other services, systems, technology, tracking, reporting, routing, compliance, marketplace, or campaign services provided by Loyalty LTD from time to time, are the “Services.”

Loyalty LTD may approve, deny, suspend, pause, limit, or terminate Your participation in the Network, any Campaign, or the Affiliate Program at any time in its sole discretion.

Section 02 — Creative Material

2.01 Creative Material Defined. Loyalty LTD may provide You access to advertisements, content, campaign assets, call tracking numbers, landing pages, scripts, forms, copy, images, videos, text links, banner ads, tracking links, campaign instructions, private feeds, hosted pages, compliance language, disclosures, or other promotional materials for Your use in connection with approved Campaigns (collectively, the “Creative Material”).

2.02 Ownership and License. All Creative Material is and will remain the sole property of Loyalty LTD or its licensors, advertisers, buyers, or business partners. Unless otherwise stated in writing, all trademarks, copyrights, service marks, trade names, logos, content, scripts, campaign assets, and other intellectual property associated with the Creative Material remain the sole property of Loyalty LTD or the applicable rights holder. Loyalty LTD grants You a revocable, terminable, non-exclusive, non-transferable, non-sublicensable license to use the Creative Material solely in connection with approved Campaigns and only in accordance with this Agreement, campaign terms, written instructions, and applicable law. Loyalty LTD may terminate, suspend, pause, restrict, or modify that license at any time, with or without notice, in its sole discretion, and may determine the date on which You may begin using Creative Material or participating in any Campaign.

2.03 Control Over Creative Material. Loyalty LTD may change, revise, remove, replace, pause, or restrict Creative Material at any time. You must use only the most current version made available or approved by Loyalty LTD. You may not alter, modify, edit, revise, translate, crop, obscure, add to, remove from, or otherwise change any Creative Material without Loyalty LTD's prior written consent. Any unauthorized alteration may result in immediate suspension or termination, termination of Your license, withholding of payment, and any other remedy available to Loyalty LTD. You must obtain Loyalty LTD's prior written approval before publishing, launching, distributing, or using any private feed, hosted page, custom page, landing page, website, marketplace listing, social media placement, email, SMS, call script, or other modified or custom campaign asset.

2.04 Placement. Loyalty LTD may direct the placement, frequency, method, platform, source, or channel of Creative Material. Unless Loyalty LTD provides specific instructions, You may display or distribute Creative Material only through traffic sources, placements, websites, domains, social media accounts, marketplace accounts, databases, call sources, advertising accounts, or channels You own, operate, control, or have been authorized in writing to use. You must immediately comply with all directions, compliance requests, editorial decisions, removal requests, or placement adjustments issued by Loyalty LTD.

2.05 Restrictions. You will not, and will not permit, encourage, assist, authorize, or benefit from any person or entity that does any of the following: inflate, manipulate, or artificially increase Compensable Transactions through any deceptive, misleading, automated, fraudulent, or improper practice, source, script, device, software, bot, redirect, spider, crawler, AI-generated traffic, simulated user, test traffic, incentivized behavior, non-human traffic, or other method designed to appear like natural consumer intent; generate Compensable Transactions from public or open proxy servers, VPNs used to mask identity or location, data centers, IP addresses associated with bot activity, pay-per-view or pay-per-surf programs, click farms, lead farms, traffic exchanges, or similar sources; take control of a user's computer, browser, phone, device, app, session, or communication channel through deceptive, unauthorized, or non-consensual means; install or cause the installation of software, code, browser extensions, scripts, malware, spyware, adware, or similar technology on a user's device without clear consent and legally required disclosures; or promote, distribute, or publish any Creative Material, advertisement, listing, landing page, communication, content, or placement that is pornographic, sexually explicit, promotes hate or discrimination, contains violence or threats, contains offensive language, defames or impersonates, contains unauthorized incentives, promotes illegal substances or conduct, misrepresents affiliation, is deceptive or fraudulent, violates platform rules, or violates Campaign-specific rules or Loyalty LTD instructions.

2.06 Intellectual Property Infringement. You will not infringe, misappropriate, dilute, or violate the intellectual property, publicity, privacy, or proprietary rights of any third party. Loyalty LTD may pause, suspend, or terminate Your traffic if You are found using intellectual property improperly, including third-party names, logos, images, keywords, meta tags, source code, hidden text, ad copy, URLs, marketplace listings, or social media profiles. You may not resume activity until the issue has been resolved to Loyalty LTD's satisfaction. Loyalty LTD reserves the right to disclose Your contact information to any party making a credible claim of infringement or misuse.

2.07 Compliance Monitoring. You must publish quality marketing copy that complies with this Agreement, industry best practices, applicable law, platform rules, Campaign requirements, and all required consumer disclosures. Loyalty LTD may monitor Your compliance through manual review, automated tools, web crawlers, call monitoring, call recordings, form review, traffic analysis, source audits, compliance vendors, or other methods. You consent to that monitoring and agree not to block, impair, mislead, cloak, redirect, or otherwise interfere with it.

Section 03 — Tracking

Loyalty LTD may include transaction tracking codes, pixels, scripts, call tracking numbers, session identifiers, sub-source identifiers, source IDs, publisher IDs, URL parameters, postback URLs, APIs, cookies, routing logic, or other tracking technologies in connection with Creative Material and Campaigns (“Transaction Tracking Codes”). You will not modify, circumvent, impair, disable, misrepresent, remove, cloak, redirect, interfere with, or otherwise manipulate any Transaction Tracking Code or other technology, tracking method, compliance control, or methodology required or made available by Loyalty LTD.

All determinations made by Loyalty LTD in connection with tracking, routing, attribution, validity, duplicate status, compliance, quality, acceptance, rejection, and payment are final and binding unless otherwise stated in a signed written agreement. Loyalty LTD reserves the right to seed data, audit sources, test tracking, monitor traffic, review calls, record calls where permitted, inspect placements, and use compliance methods to monitor Your compliance with this Agreement and applicable law.

Section 04 — Payment

4.01 Calculation. Loyalty LTD will compile, calculate, and make available data derived from Transaction Tracking Codes, call tracking systems, lead systems, advertiser and buyer feedback, payment systems, quality assurance systems, and supplementary sources to determine the amount You will be paid (“Commissions”). Commissions are determined by the number of valid, accepted, payable Compensable Transactions You produce during a given period, as calculated by Loyalty LTD, at the rate set forth in the applicable insertion order, campaign terms, platform terms, payout schedule, or written approval. Loyalty LTD may use advertiser, buyer, service provider, or third-party feedback to determine whether a Compensable Transaction is valid, accepted, payable, rejected, duplicate, fraudulent, non-compliant, or otherwise ineligible. If Loyalty LTD is unable to provide accurate or complete payment data for any reason, including failure of Transaction Tracking Codes, it may calculate payable Compensable Transactions based on Your historical average for the applicable Campaign, prorated for the period, or such amount as Loyalty LTD reasonably determines is due based on available records.

4.02 Disputes. Any question or dispute regarding payment data, tracking, attribution, validity, rejected transactions, chargebacks, deductions, or Commission calculations must be submitted in writing to info@loyaltyltd.co within five (5) business days of the date the payment data is posted, reported, or otherwise made available to You. If You fail to provide written notice within this period, You will be deemed to have accepted the payment data and waived any dispute for that period. The Parties will attempt to resolve payment disputes through good-faith negotiation; if unresolved within thirty (30) days after receipt of the dispute notice, the dispute may be resolved under Section 14.10.

4.03 Timing. Unless otherwise stated in an applicable insertion order, campaign terms, platform terms, or written approval, Loyalty LTD may pay Commissions on a weekly, bi-weekly, monthly, or other cycle determined by Loyalty LTD, and may require a minimum payment threshold, carrying balances forward until it is met. All payments are made in U.S. dollars unless otherwise agreed in writing. Loyalty LTD may require tax documentation (IRS Form W-9, W-8BEN, or W-8BEN-E, as applicable), payment account information, identity verification, and compliance documentation before issuing payment. Upon termination, Loyalty LTD will pay eligible, valid, accepted, and unpaid Commissions during the next applicable payment period, subject to its rights to withhold, offset, deduct, cancel, or reverse payments under this Agreement. Loyalty LTD will not pay Commissions arising before You are accepted into the Network, after termination, from invalid or fraudulent transactions, from unapproved sources, or where Loyalty LTD does not receive payment from the applicable advertiser or buyer.

4.04 Validation. A lead, call, form submission, appointment, sale, inquiry, or other Compensable Transaction is valid only if it meets all applicable Loyalty LTD criteria, Campaign requirements, buyer requirements, advertiser requirements, compliance standards, and applicable laws. A Compensable Transaction is not valid if it is generated by automated or non-human sources, is duplicate or fraudulent, fails Campaign requirements, violates applicable law, originates from an unapproved source, is rejected by Loyalty LTD or the buyer, or is otherwise determined by Loyalty LTD not to be valid or payable. Loyalty LTD has no obligation to pay for any Compensable Transaction that Loyalty LTD, an advertiser, buyer, customer, or service provider determines is not valid. If Loyalty LTD pays You for a transaction later determined to be invalid, it may reduce, offset, or withhold future payments, require a refund, suspend or terminate Your participation, require source-level remediation, and pursue any other available remedy.

4.05 Referral Revenue. Loyalty LTD may, in its sole discretion, offer a referral program subject to written approval, applicable referral terms, and Loyalty LTD's standard verification procedures, and may terminate, pause, modify, or discontinue any referral program at any time. Tampering with or fraud in connection with a referral program may result in termination, disqualification, refund obligations, and all remedies available to Loyalty LTD.

Section 05 — Data Ownership; License

Loyalty LTD has sole ownership of all leads, calls, consumer inquiries, transaction records, recordings, tracking data, form submissions, consumer data, campaign data, routing data, payout data, and related information generated, submitted, routed, processed, or obtained in connection with this Agreement, whether valid or invalid, accepted or rejected, payable or non-payable.

You will not transfer, resell, reuse, or share any leads, calls, consumer data, or associated information with any third party except as expressly authorized by Loyalty LTD in writing; use any such information for Your own purposes; contact or remarket to consumers outside the approved Campaign flow; copy, scrape, or reverse engineer Loyalty LTD data; or use any Network data to circumvent Loyalty LTD or interfere with its relationships.

To the extent You provide data, content, traffic information, source information, campaign information, or materials to Loyalty LTD, You grant Loyalty LTD a worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable license to use, reproduce, store, process, analyze, disclose, transmit, display, and otherwise exploit that information as necessary to operate the Network, provide Services, comply with law, validate transactions, prevent fraud, enforce this Agreement, and conduct business operations.

Section 06 — Sub-Affiliates

Any of Your partners, contractors, representatives, agents, publishers, media buyers, traffic sources, vendors, associates, employees, outsourced teams, or other persons or entities that participate in or perform activities for You in connection with the Network are “Sub-Affiliates.” All Sub-Affiliates must be pre-approved by Loyalty LTD in writing; Loyalty LTD may withhold, deny, condition, limit, suspend, or revoke approval at any time, with or without notice, in its sole discretion. You may not provide Creative Material, tracking links, phone numbers, campaign access, source IDs, platform credentials, or any other Campaign materials or Network access to any Sub-Affiliate without prior written approval. All Sub-Affiliates must comply with this Agreement, Campaign terms, Loyalty LTD instructions, and applicable law, and You are fully responsible and liable for all acts, omissions, traffic, placements, violations, fraud, non-compliance, and obligations of Your Sub-Affiliates. Loyalty LTD may require You to identify all Sub-Affiliates, traffic sources, placements, URLs, social media accounts, marketplace accounts, call sources, sub-sources, and other source-level details at any time.

Section 07 — Rules and Regulations

Loyalty LTD may issue affiliate rules, campaign rules, buyer rules, traffic-source rules, compliance rules, payout rules, technical requirements, operational standards, platform requirements, or other policies applicable to Your participation (the “Rules and Regulations”), which are incorporated into this Agreement. Loyalty LTD may update them at any time through the platform, email, dashboard notice, campaign instructions, insertion order, or other written communication. Continued participation after an update constitutes acceptance.

Section 08 — Term and Termination

8.01 Term. This Agreement begins when Loyalty LTD accepts Your application or otherwise permits You to participate and continues until terminated.

8.02 Termination by You. You may terminate this Agreement at any time by three (3) days' written notice to info@loyaltyltd.co.

8.03 Termination and Suspension by Loyalty LTD. Loyalty LTD may suspend or terminate this Agreement, Your account, Your access to the Network, Your participation in any Campaign, or any traffic source, sub-source, Sub-Affiliate, placement, or payment at any time, with or without notice, if it determines in its sole discretion that You have inflated transactions, used prohibited sources, interfered with users or tracking, installed unauthorized software, published prohibited materials, infringed intellectual property, misused Creative Material, violated the Rules and Regulations or law, failed to provide documentation, submitted invalid or fraudulent traffic, created risk for Loyalty LTD or its partners, where Loyalty LTD has not been paid, or where You otherwise breach this Agreement or take action that causes Loyalty LTD concern. That determination is final and binding. References to “You” in this Section include all Sub-Affiliates.

8.04 Effect of Termination. Upon suspension or termination for any reason, You will immediately cease using and remove all Creative Material and cease all communications related to Campaigns; all licenses and rights granted to You terminate; all Confidential Information, Creative Material, leads, consumer data, and other Loyalty LTD materials in Your possession must be returned, deleted, or destroyed, and upon request You or an authorized officer must certify that in writing; and Loyalty LTD may withhold, offset, cancel, reverse, or delay payments as permitted under this Agreement.

8.05 Force Majeure. Loyalty LTD is not liable or in breach for delay or failure to perform due to causes beyond its reasonable control, including acts of God, fire, explosion, vandalism, hacking, cyberattack, storm, natural disaster, emergency, terrorism, insurrection, riot, war, labor difficulty, telecommunications or internet failure, network or platform outage, vendor or buyer system failure, payment processor issue, regulatory change, or act or omission of any third party. Loyalty LTD will use commercially reasonable efforts to mitigate where practicable.

Section 09 — Representations, Warranties, and Covenants

9.01 Authority. If You are a natural person, You are an adult under the laws where You live, legally capable of contracting, and entering into this Agreement voluntarily. If You are an entity, You are duly organized, validly existing, and authorized to conduct business where You operate, and the person accepting this Agreement is authorized to bind You. This Agreement is Your legal, valid, and binding obligation.

9.02 Laws and Regulations. You are familiar with, have complied with, and will continue to comply with all laws, rules, regulations, industry standards, platform rules, self-regulatory guidelines, and governmental requirements applicable to Your participation in the Network, Your marketing, Your traffic sources, Your consumer communications, Your data handling, and Your business — including the FTC Act, the Telemarketing Sales Rule, the TCPA, federal and state Do Not Call requirements, CAN-SPAM, the Communications Act, GLBA and Regulation P, the FCRA and Regulation V, ECOA, TILA and Regulation Z, the FDCPA, Dodd-Frank, state privacy laws including the CCPA, state consumer protection and telemarketing laws, platform rules, and any other applicable law. You are solely responsible for ensuring Your marketing, calls, messages, websites, listings, posts, forms, scripts, disclosures, consent language, and data practices comply.

9.03 Intellectual Property. You own or hold a valid license to all intellectual property used in Your business and marketing, and will not infringe, misappropriate, dilute, or violate the intellectual property rights of any party.

9.04 Data Security. You have implemented and will maintain administrative, physical, and technical safeguards reasonably designed to secure personally identifiable information and Confidential Information; protect against threats to its integrity; protect against unauthorized access, disclosure, alteration, loss, misuse, or destruction; comply with applicable privacy and data security laws; and promptly notify Loyalty LTD of any actual or suspected data breach, security incident, unauthorized disclosure, or compromise involving Loyalty LTD data, consumer data, Campaign data, or Confidential Information.

Section 10 — Disclaimers; Limitation of Liability

THE NETWORK, SITE, PLATFORM, SERVICES, DATA, SUPPRESSION LISTS, TRANSACTION TRACKING CODES, CREATIVE MATERIAL, CAMPAIGNS, LEADS, CALLS, REPORTING, AND RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” LOYALTY LTD AND ITS AFFILIATES, AGENTS, EMPLOYEES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, SUCCESSORS, ASSIGNS, VENDORS, SERVICE PROVIDERS, CUSTOMERS, ADVERTISERS, AND BUYERS MAKE NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES, EXPRESS, IMPLIED, VERBAL, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, PERFORMANCE, RESULTS, OR UNINTERRUPTED OPERATION.

Loyalty LTD does not warrant the quality, accuracy, completeness, legality, or performance of any Campaign; the availability or results of any platform or third-party system; the security or privacy practices of any third party; that any Compensable Transaction will be accepted or payable; any specific volume, payout, conversion, earnings, or business result; or that the Network or Services will be uninterrupted, secure, or error-free.

IN NO EVENT WILL LOYALTY LTD BE RESPONSIBLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR SIMILAR DAMAGES, INCLUDING LOSS OF BUSINESS, LOST PROFITS, LOST OPPORTUNITY, LOST REVENUE, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY. UNDER NO CIRCUMSTANCES WILL LOYALTY LTD BE LIABLE TO YOU OR ANY THIRD PARTY, INCLUDING ANY CONSUMER, CUSTOMER, ADVERTISER, BUYER, OR SERVICE PROVIDER OBTAINED THROUGH YOUR MARKETING, FOR ANY MATTER ARISING FROM YOUR PARTICIPATION IN THE NETWORK. TO THE FULLEST EXTENT PERMITTED BY LAW, LOYALTY LTD'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE COMMISSIONS PAID TO YOU BY LOYALTY LTD DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Loyalty LTD is not liable for any damages or claims arising from publishing, disclosing, or sharing Your contact or source information in connection with fraud prevention, compliance, platform protection, buyer protection, legal compliance, infringement claims, or blacklist reporting related to fraudulent or non-compliant activity. The disclaimers and limitations in this Section are a material inducement to Loyalty LTD entering into this Agreement.

Section 11 — Indemnification

11.01 Duty to Indemnify. You will defend, indemnify, and hold harmless Loyalty LTD and its affiliates, subsidiaries, members, managers, officers, directors, employees, contractors, representatives, suppliers, vendors, service providers, advertisers, buyers, customers, agents, successors, and assigns (the “Loyalty LTD Indemnified Parties”) from and against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, and expenses of any kind, including attorneys' fees, arising out of or related to any breach of this Agreement; any negligent, reckless, willful, fraudulent, unlawful, or improper act or omission by You or any Sub-Affiliate; Your marketing, advertising, websites, traffic sources, or consumer communications; Your use or misuse of Creative Material, Transaction Tracking Codes, the Network, or Services; any failure to comply with applicable law, platform rules, or buyer requirements; any infringement or violation of intellectual property, privacy, publicity, or consumer protection rights; any invalid, fraudulent, or unlawful traffic; any data breach or misuse of personal information; or any claim by a consumer, regulator, platform, advertiser, buyer, service provider, or third party arising from Your acts or omissions.

11.02 Claim Notice. Loyalty LTD will notify You of any claim for which it seeks indemnification within a reasonable time after obtaining knowledge of it; failure to provide prompt notice does not relieve You of liability except to the extent You are materially prejudiced. Your duty to defend applies immediately, regardless of whether Loyalty LTD has paid any sums or incurred any damages.

11.03 Control of Defense. Loyalty LTD may select its own counsel, represent its own interests, direct its defense, and resolve any matter in its sole discretion. You will reimburse Loyalty LTD for costs and attorneys' fees as incurred upon request and remain responsible for all indemnified losses. You may not settle any claim in a manner that imposes obligations on Loyalty LTD, admits fault by Loyalty LTD, restricts Loyalty LTD's business, or affects Loyalty LTD's rights without its prior written consent.

Section 12 — Confidentiality

12.01 Definition. “Confidential Information” means all data and information of a confidential, proprietary, sensitive, or non-public nature disclosed by one Party to the other, or that the receiving Party knows or should know is confidential, including business plans, strategies, know-how, marketing plans, sources, suppliers, finances, pricing, business relationships, consumer information, lead information, call information, recordings, technology, employees, trade secrets, information marked or disclosed as confidential, the terms of this Agreement and related Campaigns, all leads, calls, consumer inquiries and related Loyalty LTD data, and any information obtained through the Network that is not publicly available.

12.02 Obligations. The receiving Party will not disclose the disclosing Party's Confidential Information without prior written consent except as permitted by this Agreement, and will not use it for any purpose other than as expressly permitted. The receiving Party will restrict disclosure to employees, authorized agents, contractors, or advisors with a legitimate need to know who are bound by confidentiality obligations at least as protective, and will use reasonable care, no less than it uses for its own similar information. A breach may cause immediate and irreparable harm for which monetary damages are inadequate; the disclosing Party may seek injunctive relief without posting bond. This Section survives termination for so long as the information remains confidential or as otherwise permitted by law.

12.03 Permitted Disclosure by Loyalty LTD. Loyalty LTD may disclose Your Confidential Information, contact information, source information, traffic information, or compliance information to government regulators, law enforcement, courts, or legal authorities; during regulatory inspections, investigations, audits, or enforcement actions; to advertisers, buyers, customers, platforms, service providers, compliance vendors, fraud prevention vendors, or professional advisors; to owners of intellectual property where Loyalty LTD reasonably believes You have infringed or misused their rights; to prevent fraud, abuse, non-compliance, or harm to the Network; in connection with chargebacks, payment disputes, compliance disputes, or consumer complaints; and where otherwise permitted or required by law. Loyalty LTD may also publish or disclose Your contact or source information on any blacklist, fraud prevention system, compliance network, or industry reporting system in response to fraudulent, unlawful, or non-compliant activity.

Section 13 — Non-Circumvention

You will not circumvent, bypass, avoid, interfere with, or attempt to circumvent Loyalty LTD's relationship with any affiliate, advertiser, buyer, customer, service provider, publisher, contractor, consumer source, vendor, or third party introduced to You, made known to You, or accessed by You through the Network or in connection with this Agreement.

During the term of this Agreement and for six (6) months following termination or expiration, You will not directly or indirectly offer, provide, contract for, solicit, perform, or make available advertising, marketing, lead generation, call generation, publisher, affiliate, marketplace, or promotional services similar to those provided through the Network to any affiliate, advertiser, buyer, customer, service provider, publisher, contractor, or third party that is known, or should reasonably be known, by You to participate in or have a relationship with Loyalty LTD, except through Loyalty LTD. If You can show that a relationship existed independently before the effective date of this Agreement and was not obtained, expanded, or influenced through Loyalty LTD, You may continue that pre-existing relationship.

You agree that monetary damages may be inadequate for a breach or threatened breach of this Section and that Loyalty LTD may seek injunctive relief, including temporary and preliminary relief, in the courts identified in Section 14.11, without the requirement to post bond, in addition to all other remedies at law or in equity.

Section 14 — Miscellaneous

14.01 Entire Agreement. This Agreement, together with the Rules and Regulations, applicable insertion orders, Campaign terms, payout terms, compliance requirements, and written approvals, is the entire agreement between You and Loyalty LTD concerning Your participation in the Network and supersedes all prior agreements, communications, and understandings.

14.02 Amendment; Waiver. Loyalty LTD may update Campaign terms, Rules and Regulations, payout terms, compliance requirements, and platform requirements as described in this Agreement. Otherwise, this Agreement may not be amended except by a written instrument signed by both Parties. No waiver is effective unless in writing and signed by the waiving Party.

14.03 Severability. If any provision is held invalid, illegal, or unenforceable, the remaining provisions continue in full force, and the court or arbitrator may modify the invalid provision to reflect the Parties' original intent as closely as possible.

14.04 Construction. References to laws include amendments and successor laws. “Including” means “including without limitation.” “Or” is not exclusive. Headings are for convenience only.

14.05 Binding Effect. This Agreement binds and benefits Loyalty LTD and You and each Party's legal representatives, successors, and permitted assigns.

14.06 Assignment. You may not assign this Agreement or any rights or obligations under it, by operation of law or otherwise, without Loyalty LTD's prior written consent; any attempted assignment without consent is void. Loyalty LTD may assign this Agreement, in whole or in part, without restriction.

14.07 Notices. Notices must be in writing. Notices to Loyalty LTD may be sent by email to legal@loyaltyltd.co (legal notices) or info@loyaltyltd.co (program and payment matters), or by mail to Loyalty LTD, 2206 Heavenly View Drive, Henderson, Nevada 89014. Notices are effective when received.

14.08 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts. Electronic signatures, click-through acceptance, platform acceptance, or other electronic acceptance methods are sufficient to bind the Parties.

14.09 Choice of Law. This Agreement is governed by and construed in accordance with the laws of the State of Nevada, excluding its conflict-of-law principles. The Federal Arbitration Act governs Section 14.10.

14.10 Arbitration. Except for claims for injunctive or equitable relief under Section 14.11, any claim or controversy arising out of or relating to this Agreement — including its existence, validity, enforceability, or scope — will be settled by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures, before a single arbitrator, seated in Clark County, Nevada, unless the Parties agree otherwise in writing. Before commencing arbitration, the claiming Party must send a Notice of Dispute as described in Section 14.07 and allow sixty (60) days for resolution. The arbitrator has exclusive authority to decide arbitrability. (a) Award. The award is final, non-reviewable, non-appealable, and binding, and may be entered and enforced in any court of competent jurisdiction. (b) Confidentiality. Except as required by law or to protect or pursue a legal right, neither Party nor the arbitrator may disclose the existence, content, or results of any arbitration without both Parties' prior written consent. (c) No Consolidation; No Class Claims. Any claim will be arbitrated on an individual basis and will not be consolidated with any claim of any other party, and no claim may be brought as a class, collective, or representative proceeding, unless Loyalty LTD consents in writing. (d) Specific Assent. By accepting this Agreement, You specifically and separately agree to this Section 14.10.

14.11 Injunctive Relief. Loyalty LTD may seek temporary, preliminary, or permanent injunctive relief in the Eighth Judicial District Court of the State of Nevada in and for Clark County, or in the United States District Court for the District of Nevada, as necessary to protect its rights, Confidential Information, intellectual property, Network, data, consumer relationships, buyer relationships, advertiser relationships, or business interests, pending completion of arbitration. You consent to the jurisdiction and venue of those courts for that purpose and waive any objection based on inconvenient forum.

14.12 Costs of Dispute Resolution. If Loyalty LTD institutes any arbitration, suit, action, or proceeding against You arising out of or relating to this Agreement, including contract, equity, tort, fraud, and statutory claims, Loyalty LTD is entitled to recover its costs and expenses, including attorneys' fees, court costs, arbitration fees, expert fees, vendor fees, and costs incurred in appellate, bankruptcy, collection, or post-judgment proceedings, to the fullest extent permitted by law.

14.13 Recordkeeping; Audit. You will maintain true, accurate, and complete books and records relevant to Your participation during the term and for two (2) years after termination. Loyalty LTD or its agents may review, audit, or inspect relevant books, records, placements, websites, listings, posts, traffic sources, sub-sources, communications, call records, scripts, compliance records, consent records, and other relevant information during regular business hours upon at least five (5) days' written notice. If the audit discloses any breach of this Agreement or violation of applicable law, it will be at Your sole cost, and Loyalty LTD may pursue all remedies available at law, in equity, or under this Agreement.

Section 15 — Contact

Validated Lead Group is a brand of Loyalty LTD.

• Loyalty LTD, a Nevada limited liability company
• 2206 Heavenly View Drive, Henderson, Nevada 89014
• (424) 704-5950
• info@loyaltyltd.co (program)
• legal@loyaltyltd.co (notices)