LEADSGATE AFFILIATE PROGRAM

TERMS AND CONDITIONS

Last updated: 8 December 2025

PREAMBLE

Agreement and Parties. These Affiliate Program Terms and Conditions (the “Terms”), together with any executed insertion orders (“IOs”) and any documents expressly incorporated by reference, form a binding legal agreement (the “Agreement”) between Brainsome Ltd., a company incorporated under the laws of Cyprus with its registered office at Themistokli Dervi 6, office 4D, 1066, Nicosia, Cyprus (“Company” or “we”), and the individual or legal entity accepting these Terms (“Affiliate” or “you”).

Each of Company and Affiliate is referred to herein as a “Party” and collectively as the “Parties.”

Website Use. The website located at https://leadsgate.com (the “Website”) is owned and operated by Brainsome Ltd. and serves as the informational, registration, and account management platform for the LeadsGate Affiliate Program (the “Affiliate Program”). By accessing or using the Website in any manner, you are granted a limited, revocable, non-exclusive, non-transferable license to access and use the Website solely for its intended purposes in connection with participation in the Affiliate Program.

You agree to comply with the sections of these Terms that govern the use of the Company’s intellectual property rights, disclaimers of liability and governing law, regardless of whether you are an approved Affiliate. If you do not agree to such provisions, you must refrain from using the Website.

Agreement Acceptance. Participation in the Affiliate Program is subject to separate, affirmative acceptance of these Terms and Company’s approval. By submitting the Application Form, registering an Affiliate Account, electronically acknowledging, electronically signing, clicking to accept, executing an insertion order (“IO”), signing an agreement referencing the Terms, or otherwise affirmatively indicating the Terms (the “Affirmative Action”), you: (a) agree to participate in the Affiliate Program; (b) confirm that you have read, understood, and agree to be legally bound by the Agreement; (c) represent that you have the authority to enter into and perform your obligations under this Agreement; and (d) meet the eligibility requirements stated in the Registration and Eligibility section below.

Each Affirmative Action shall constitute valid and binding execution for all legal purposes, with the effective date of the Agreement being the date of such action (the “Effective Date”).

Order of Precedence. In the event of any conflict or inconsistency among the documents comprising this Agreement, the following order of precedence shall apply: (i) The terms of any applicable IOs shall govern with respect to the campaigns specified therein; (ii) These Terms shall govern in all other respects.

Amendments and Updates. The Company may amend or update these Terms (but not any executed Insertion Order) at any time by posting the revised version on the Website.
It is the Affiliate’s sole responsibility to regularly review the Terms for any changes or updates. The Affiliate’s continued participation in the Affiliate Program after the effective date of any update constitutes its binding acceptance of the revised Terms.

Changes to any Insertion Order (IO), campaign-specific pricing, or other mutually agreed commercial terms require a written amendment signed by both Parties. In the event of a conflict between an IO and these Terms, the IO controls for that campaign.

AFFILIATE PROGRAM OVERVIEW

Company is engaged in the business of consumer traffic monetization and operates Affiliate Program that allows affiliates to drive targeted online consumer traffic (“Leads”) to Company’s websites as provided and instructed by Company. Affiliates are compensated based on the performance of the Leads they generate.

Participation in the Affiliate Program is subject to approval and is governed by this Agreement.

REGISTRATION AND ELIGIBILITY

To participate in the Affiliate Program, you must submit a complete and accurate Affiliate Application Form available at https://leadsgate.com/register/new (the “Application Form”), and a Know Your Customer (KYC) questionnaire.

Participation in the Affiliate Program is subject to the following eligibility requirements:

You must be a natural person conducting business activity lawfully or a legal entity duly organized, validly existing, and in good standing under the laws of your jurisdiction;
If you are a natural person,you must be at least eighteen (18) years old—or the age of majority in your place of residence—and legally permitted to engage in commercial and marketing activities under applicable local laws and regulations;
You must be actively engaged in marketing, advertising, or promotional services and possess the requisite knowledge, experience, and awareness of applicable laws, regulations, and industry standards relevant to your activities.
You must possess all licenses, authorizations, registrations, insurances, and certifications necessary to carry out your obligations under this Agreement.
You represent and warrant, and covenant on an ongoing basis, that:
(a) you, and your directors, officers, controlling or controlled entities, and ultimate beneficial owners (≥10%) are not (i) listed on, or owned or controlled (directly or indirectly) by, or acting on behalf of any person listed on, any sanctions or restricted-party list administered by the U.S. Office of Foreign Assets Control (OFAC), the European Union, any EU Member State, the United Kingdom (HMT), or the United Nations; (ii) located, organized, or ordinarily resident in any comprehensively sanctioned country or region; or (iii) otherwise a “Sanctioned Person”;
(b) you will not, directly or indirectly, use the Program or any payouts to benefit any Sanctioned Person or in any manner that would cause either party to violate applicable sanctions, export control, or anti-boycott laws; and
(c) you maintain reasonable screening procedures and will promptly notify Company in writing if your status changes or if you become the subject of any sanctions inquiry, listing, or designation.

“Sanctioned Person” means any individual or entity that is (i) listed on any sanctions or restricted-party list referenced above, (ii) owned or controlled, directly or indirectly, by any such listed person, or (iii) located, organized, or ordinarily resident in a comprehensively sanctioned country or region.

Submission of an Application Form and KYC Questionnaire does not guarantee acceptance. Company reserves the right, in its sole discretion, to accept or reject any application without obligation to provide justification.

Following submission, you will receive confirmation of acceptance or rejection via email. In some cases, additional time may be required to complete verification or due diligence. Company may also request further documentation or clarification during the review process. Upon acceptance, a dedicated manager may be assigned to support your participation in the Affiliate Program.

You are responsible for ensuring that all information submitted in your Application Form and KYC Questionnaire remains accurate and up to date. You must promptly notify Company of any changes or corrections and provide any additional information requested by Company on an ongoing basis.

You may be required to submit a KYC questionnaire on an annual basis for compliance purposes. Submission is mandatory. Failure to provide the requested KYC documentation or to successfully pass the Company’s due diligence and verification procedures within the specified timeframe may result in the suspension of Affiliate’s participation in the Affiliate Program until the required information is properly submitted.

PROGRAM MATERIALS AND AFFILIATE ACCOUNT

Program Materials. Company will provide Affiliate with access to certain proprietary content, tools, and assets necessary for participation in the Affiliate Program, including but not limited to: creatives, tracking links, landing pages, widgets, scripts, sample code, application programming interface (API) (collectively, the “Program Materials”). The specific set of Program Materials made available shall be determined by Company, at its sole discretion and based on operational needs.

Affiliate Account. Company will provide Affiliate with access to a personalized account on its proprietary platform (“Affiliate Account”) to facilitate tracking of Leads, performance data, Fee calculations, Suppression List delivery, and communication. Affiliate acknowledges and agrees that Affiliate Account serves as the primary channel for accessing reports, Affiliate Program information, Suppression Lists and Company communications. All information posted in the Affiliate Account, including notices, updates, reports, and Suppression Lists, shall be deemed delivered upon posting. Affiliate is responsible for regularly monitoring the Affiliate Account for such communications.

License Grant. Upon provision or granting access, Company grants Affiliate a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free, and revocable license to use the following, solely during the Term and solely for the purposes of participating in the Affiliate Program:

Program Materials, for the purpose of generating and directing Leads to Company;
Affiliate Account, for accessing Leads performance data, Suppression lists, and managing communication with Company.

Affiliate is strictly prohibited from (a) using any Program Materials in connection with any other affiliate program or for the benefit of any third party; (b) altering, modifying, copying, reverse-engineering, sublicensing, transferring, distributing, disclosing to third parties, or using the Program Materials or Affiliate Account for any purpose not expressly authorized by this Agreement.

These restrictions are in addition to, and shall not limit or modify, any other limitations set forth under the Intellectual Property section of this Agreement.

This license is granted solely for the activities permitted under this Agreement and shall automatically terminate upon expiration or termination of this Agreement.

No warranties. To the best of its knowledge, Company believes that the Program Materials and Affiliate Account are compliant with applicable laws and do not knowingly infringe any third-party intellectual property rights. However, Company makes no guarantee or warranty that the Program Materials or Affiliate Account are error-free, fully compliant with all applicable laws, or free from any potential infringement. Affiliate is solely responsible for independently evaluating the Program Materials and ensuring that their use is lawful and appropriate for Affiliate’s specific activities and jurisdiction.

Security obligation. Affiliate is solely responsible for maintaining the security and confidentiality of all access credentials to the Affiliate Account and Program Materials, including login information, API keys, and other security-related data. Affiliate shall implement industry-standard security measures to prevent unauthorized access, disclosure, or misuse. If any credentials are, or are reasonably suspected to be, lost, compromised, or accessed by an unauthorized party, Affiliate must immediately notify Company and take all necessary steps to mitigate potential harm. Affiliate shall be solely liable for any loss, damage, liability, or unauthorized activity resulting from failure to secure its credentials or any breach to its systems. Company reserves the right to revoke access to the Affiliate Account if any security violation is detected or reasonably suspected.

Software Modifications & Updates. Company reserves the right to modify, update, or discontinue Program Materials or Affiliate Account at any time, at its sole discretion. Affiliate agrees to use only the most recent version of Program Materials or Affiliate Account as made available by Company.

REPORTING AND SETTLEMENT

Affiliate Fee. The Affiliate shall earn a fee (the “Fee”) for each Qualified Lead that is monetized or accepted the Company (a “Sold Lead”).

A “Qualified Lead” means a consumer who, after being referred by the Affiliate, (i) completes the required form(s) on the Company’s website, and (ii) meets the minimum qualification criteria established by the Company.

Leads that do not meet the qualification criteria or that are not monetized shall not be eligible for a Fee. The Company reserves the right, in its sole discretion, to define, update, and apply such qualification criteria at any time.

The Fee shall be calculated using a Dynamic Cost Per Acquisition model, which means a one-time, fixed payment per Sold Lead determined solely by the Company, based on reasonable commercial factors.

Reporting. Reports detailing Leads performance statistics and Affiliate’s Fee shall be available in the Affiliate’s Account (“Reports”). Such Reports shall be generated solely by Company and shall constitute the exclusive and final basis for calculating Fees due to Affiliate. Affiliate acknowledges and agrees that the Reports are conclusive, non-negotiable, and binding in all respects, and shall not be subject to audit, challenge, or dispute .

Settlement. The Company operates a bi-weekly NET14 payment schedule. The Affiliate may request a payout (payments are not automatic) in line with this schedule provided that: (a) the Minimum Payout Threshold is met, and (b) the Affiliate’s designated payout account remains valid and active, and is not subject to any suspension, hold, or other restriction that would prevent payment.

If no payout is requested, Fees remain accrued and will be paid when requested under the same schedule. No interest accrues on accrued or deferred amounts.

Affiliate Fee shall be paid in the U.S. Dollars. A payment shall be deemed made once the transfer is accepted for processing by the Company’s bank or payment provider and a transaction reference is generated. The Company shall not be in breach of this Agreement, nor liable for any delay, hold, rejection, or failure in the completion of the payment caused by the Affiliate’s bank, any intermediary or correspondent bank, payment network, or by the failure of the Affiliate, its bank or payment network to satisfy KYC or AML checks conducted by the Company’s bank or payment provider. Upon request by the Company or its bank/payment provider, the Affiliate shall promptly (within 1–3 business days) provide all required KYC/AML information and documents, including proof of bank-account ownership; The Parties shall act in good faith and cooperate to resolve any banking, compliance, or technical issues that may delay or affect payment processing.

“Minimum Payout Threshold” means the minimum amount of accrued Fees that an Affiliate must accumulate in its account before becoming eligible to receive a payout. If the Affiliate’s balance does not meet the applicable Minimum Payout Threshold, the unpaid amount shall automatically roll over to the next payment period until the threshold is met.

Details of the available payout methods and their applicable Minimum Payout Thresholds are set out in the payout section of the Affiliate Account. The Company may update such payout methods and thresholds from time to time, and the versions displayed in the Affiliate Account dashboard shall at all times govern all payouts under this Agreement.

Payment Methods and Requirements

Payments shall be made only through the methods made available by the Company.
The Affiliate must maintain at least one valid and active payment method in the Affiliate Account at all times. If no eligible payment method is available, any payouts will be suspended until a valid method is added. Such suspension does not constitute a breach of this Agreement by the Company.
All payment methods must be held in the Affiliate’s name. The use of third-party accounts is strictly prohibited.
It is the Affiliate’s sole responsibility to ensure that all payment details provided are accurate, complete, and up to date. The Company shall not be liable for any delay, failure, or misdirection of payment resulting from inaccurate or outdated information.

Fees and Adjustments

Any transaction fees, currency conversion costs, or bank charges associated with Fee payments shall be borne solely by the Affiliate and may be deducted from the payout amount.
In the event of any overpayment due to calculation or technical error, the Company reserves the right to correct the error and recover the excess by offsetting future Fee payments or issuing an invoice.

Chargebacks. If a Sold Lead is later charged back for any reason the Company may revise and adjust Reports accordingly.
If payment for such Leads has already been made, the Company may then:
(i) deduct the corresponding Fee from Affiliate’s next payment; or
(ii) issue an invoice to recover the amount if the next payment is insufficient. Affiliate agrees to pay any such invoice in full within five (5) business days of receipt.

The Company shall have no obligation to provide evidence, explanation, or justification for any chargeback.
Affiliate hereby irrevocably waives any rights, claims, or entitlements to Fees in connection with any Leads that is charged back or deemed non-compliant under this Agreement.

If Affiliate fails to make any undisputed payment when due, interest shall accrue on the overdue amount at a rate of 1.5% per month (or the maximum rate permitted by law, if lower), calculated from the date such payment was due until the date it is paid in full.

Taxes. Affiliate is solely responsible for the payment of any and all applicable federal, state, local, or foreign taxes, including income tax, social security contributions, self-employment tax, and any other taxes or charges imposed in connection with the Fees received from Company.

CONSUMER DATA OWNERSHIP

All consumer data, including personal information, submitted by consumers to Company through Company’s application forms — whether such forms are embedded on Affiliate’s website or accessed via Leads directed by Affiliate — shall be collected solely by and on behalf of Company. Accordingly, Company shall retain all rights, title, and interest in and to such data.

Affiliate acknowledges and agrees that it shall have no rights, title, or claim to any consumer data collected via Company’s forms, and shall not access, use, store, copy, or retain such data except as expressly authorized in writing by Company.

Nothing in this Agreement shall be construed to grant Affiliate any ownership or usage rights in the data collected by Company beyond those expressly permitted under this Agreement. All such data shall be deemed Confidential Information of Company.

COMPLIANCE, REQUIREMENTS, AND RESTRICTIONS

Requirements and Restrictions.

Affiliate covenants and warrants to strictly adhere to all of the requirements and restrictions stated below:

Leads Requirements: All Leads submitted under this Agreement shall consist solely of individuals who are at least the age of majority and who reside within the United States and who personally submit their own information on their own behalf.

Tracking Requirements: Affiliate must send Leads to the Company strictly following the Company’s instructions and using the tracking links and tools provided. This is necessary to ensure proper tracking and attribution. Leads that are not directed through the designated tracking links or tools provided by the Company will not be counted or paid for.

Sub-affiliates: Affiliate shall not engage, contract with, or otherwise permit any third party, including but not limited to sub-affiliate networks, publishers, or individual marketers (“Sub-Affiliates”), to participate in the Affiliate Program or perform any advertising, promotion, lead generation, or traffic acquisition activities on Affiliate’s behalf without Company’s prior written approval. Approval must be requested in advance and in writing, and Company may grant or withhold approval in its sole discretion.

All approved Sub-Affiliates shall be subject to the same eligibility criteria, compliance obligations, requirements and restrictions as Affiliate under this Agreement. Affiliate shall be solely responsible for ensuring that its Sub-Affiliates comply with all applicable laws, industry regulations, and the terms of this Agreement. Sub-Affiliates are not third-party beneficiaries of this Agreement and shall have no independent rights or claims under it.

Sub-Affiliates may not be granted access to the Program Materials or Affiliate Account unless specifically authorized by Company in writing. Under no circumstances may Sub-Affiliates further delegate campaign activities.

Affiliate shall remain jointly and severally liable for all acts, omissions, and breaches by its Sub-Affiliates, and acknowledges that any violation by a Sub-Affiliate shall be deemed a violation by Affiliate itself. Affiliate agrees to indemnify, defend, and hold harmless Company and its officers, directors, employees, shareholders, agents, affiliates, and clients from and against any and all losses, liabilities, claims, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any act or omission of Affiliate or its Sub-Affiliates, or any breach of this Agreement.

Company reserves the right to suspend or terminate Affiliate’s participation in the Affiliate Program in full based on the conduct or performance of any Sub-Affiliate.

Marketing Practices: Affiliate shall retain full responsibility and control over its marketing strategy, channels, content and materials. Affiliate shall not initiate or participate in any email-, or telemarketing campaigns without Company’s prior written consent.

Prohibited Leads and Practices: Affiliate is strictly prohibited from engaging in any of the following Leads generation methods or practices, whether directly or through third parties, unless expressly authorized in writing by Company:

Artificial or non-Intent Leads – Including pop-under Leads, bot Leads, click farms, co-registration, multiple redirects, trap ads, or software that artificially inflate numbers or overload systems.
Incentivized Leads: Any Leads generated from offering a reward, benefit, or other incentive to the consumer in exchange for taking a specific action.
Resold third-party Leads: Leads from sub-affiliates, third parties, or unknown sources without prior written approval.
Unauthorized Leads generation: Using unauthorized methods like call center operations, co-registration (CoReg) agreements, brokered arrangements, or colluding with third parties to manipulate outcomes or revenue.
Multiple sales: The sale, transfer, or distribution of the same individual consumer lead to any other buyer, client, or third party in parallel with the submission of such lead to Company.
System interference: Manipulating or interfering with Company’s systems, software or infrastructure. This includes exploiting Company’s system vulnerabilities to gain an unfair advantage, manipulating the Affiliate Program for personal benefit, or utilizing methods that compromise Company’s system integrity.
Misrepresentation of third parties: Unauthorized use of third-party names, brands, logos, or misleading claims regarding partnerships with us or other companies or government agencies.
IP abuse: unauthorized use or misuse of the intellectual property rights of Company or any third party. This includes, without limitation, the unauthorized use of copyrights, trademarks, service marks, trade names, proprietary content, domain names, or access to third-party accounts, as well as the use or registration of any materials that are identical or confusingly similar to such intellectual property.
Unqualified Leads: Leads from irrelevant geographies, age groups, demographics, or interests that do not align with the campaign’s target audience, or submitted by someone other than the individual named.
False or misleading ad content: Including deceptive headlines, creatives, or texts (e.g., “Guaranteed approval,” “Lowest rates,” false loan terms, or misleading financial offers).
Leads from unauthorized or non-relevant channels: Ads placed on gambling, trading, adult websites or websites with content that is illegal, includes racist or hate speech or any form of offensive material or websites that violate third-party rights (including intellectual property rights), websites that are aimed at consumers of legal age or at consumers outside USA, or other non-relevant websites.
Harmful software: Malicious software, including but not limited to viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, malware, spyware, adware, or any other harmful programs that could damage or compromise system integrity.
Reputational or operational harm: Engage in any activity that may damage, disrupt, or interfere with the Company’s reputation, systems, business relationships, or operations, or otherwise cause harm to the Company or its interests.

ANY LEADS GENERATED IN VIOLATION OF ANY PART OF THIS SECTION OR ANY OTHER PART OF THE AGREEMENT WILL BE EXCLUDED FROM FEE CALCULATIONS. ANY FEE ACCRUED OR PAID FROM SUCH LEADS WILL BE CONSIDERED VOID AND SUBJECT TO WITHDRAWAL.

This list of prohibited Leads and Practices is non-exhaustive. Company may, at its reasonable discretion, reject or withhold payment for any Leads it deems fraudulent, non-compliant, suspicious, or harmful to the security or normal operation of its systems.

Affiliate’s Compliance Obligations. Affiliate represents, warrants, and agrees to comply with all applicable laws, regulations, and industry standards, including those relating to advertising, marketing, consumer protection, privacy, data security, and the promotion of financial products and services. This includes, without limitation, compliance with the rules and guidelines of any search engine, social media platform, or other medium used by Affiliate for marketing purposes.

Without limiting the general compliance obligations, Affiliate specifically covenants and warrants to comply with the following obligations:

(a) Marketing. Affiliate shall ensure that all its marketing practices, materials, and consumer interactions are conducted in a lawful, transparent, and responsible manner. All advertising content disseminated by Affiliate—including, without limitation, paid search, display ads, native advertising, social media content, and, where permitted, SMS and email communications —must comply with all applicable federal, state, and local laws, regulations, and industry standards, including but not limited to the Federal Trade Commission (FTC) rules governing Unfair or Deceptive Acts or Practices (UDAP), the Consumer Financial Protection Bureau (CFPB) regulations on Unfair, Deceptive, or Abusive Acts or Practices (UDAAP), and the Truth in Lending Act (TILA).

Affiliate shall adhere to the Online Lenders Alliance (OLA) Best Practices and Marketing Guidelines, as applicable to lead generators, including the use of clear and accurate disclosures, prohibition of misleading statements, and avoidance of tactics that may cause consumer confusion. Affiliate agrees to regularly review and implement any updates issued by the OLA to ensure continued compliance with prevailing industry norms.

(b) Telemarketing. For the purposes of this Agreement, "telemarketing" shall include SMS, text messages, voice calls (including prerecorded or automated calls). Affiliate shall not engage in any telemarketing activities without Company’s prior written consent. If such consent is granted, Affiliate shall be solely responsible for conducting all telemarketing operations in full compliance with applicable federal, state, and local laws, including but not limited to the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule (TSR), and all implementing regulations issued by the Federal Communications Commission (FCC) and Federal Trade Commission (FTC).

Affiliate shall ensure that all telemarketing activities comply with the following core requirements:

Obtaining prior express written consent from each consumer before initiating any telemarketing call or SMS message;
Ensuring that such consent is current, valid, and not revoked at the time of the communication;
Maintaining complete and verifiable records of all such consents;
Scrubbing all contact data against applicable state and federal DNC registries.
Providing consumers with a clear and functional opt-out mechanism during each communication;
Honoring all opt-out requests
Maintaining and honoring Suppression List;

Affiliate acknowledges that it is solely responsible for understanding and complying with all requirements under the TCPA, TSR, and related regulations.

Each instance of prior express written consent must:

Clearly authorize Affiliate to send telemarketing calls and/or SMS messages;
Specify the phone number to which such communications may be sent;
Be obtained through a signed agreement, including electronic signatures compliant with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act); and
Be securely retained in a form that is auditable and producible upon request by Company or any governmental authority.

(c) Email Marketing. Affiliate shall not engage in any email marketing without Company’s prior written consent. If such consent is granted, Affiliate shall conduct all email marketing in strict compliance with all applicable federal, state, and local laws, including but not limited to the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (CAN-SPAM), state-specific anti-spam laws, and applicable rules and policies of internet service providers, advertising networks, and domain registrars.

Affiliate may only transmit commercial emails to recipients who have provided valid, affirmative consent to receive email communications from Affiliate and have not revoked such consent at the time the email is transmitted.

Each commercial email sent by Affiliate must:

Include accurate and non-deceptive "From," "To," subject line, and routing information;
Clearly identify the message as an advertisement or solicitation through visible headers or footers;
Contain a valid physical mailing address for Affiliate;
Provide a functioning opt-out mechanism that remains active for at least thirty (30) days following transmission;
Process all unsubscribe requests as soon as possible but in no even later than ten (10) business days of receipt; and
Prohibit the use of unauthorized methods for sending email, including harvesting, dictionary attacks, and spoofing techniques.

(d) User Consent Retention. Affiliate shall maintain verifiable records of all consumer consents, including details sufficient to demonstrate: (i) The method and time of consent; (ii) The text of the consent; (iii) That the consent was current and valid at the time of each communication, meaning it had not been withdrawn, and the consumer was not listed on an internal or external DNC/ Suppression List.

All such records shall be securely stored and retained for a minimum of five (5) years from the date consent was obtained, or for a longer period if required by applicable law.

Upon Company’s written request, Affiliate shall provide documented proof of consumer consent within twenty-four (24) hours, including the following:

Confirmation that the consumer unambiguously consented to receive marketing communications at the email address or telephone number provided;
A copy or screenshot of the webpage, form, or interface through which consent was obtained, including the full consent language;
The date and time stamp associated with the consent; and
The IP address from which consent was submitted.

(e) Opt-Out and Suppression List. Affiliate shall implement and maintain a reliable and compliant opt-out mechanism that allows consumers to revoke their consent to receive marketing communications (including email and telemarketing) in a clear, accessible, and timely manner. Such opt-out functionality must comply with all applicable laws, including but not limited to CAN-SPAM and TCPA.

Affiliate shall process all opt-out requests whether related to email, or telemarketing communications — within ten (10) business days of receipt, in accordance with applicable law.

Company maintains a suppression list of consumers who have opted out of receiving marketing communications (the “Suppression List”), which is made available to Affiliate through the Affiliate Account. Affiliate shall be solely responsible for regularly, but not less frequently than once a week, accessing and updating its internal records to reflect the Company’s Suppression List and shall ensure that no marketing communications are sent to any contact appearing on that list.

Affiliate shall use the Suppression List solely for the purpose of complying with applicable opt-out and suppression requirements and shall not use, share, transfer, retain, or exploit the Suppression List in whole or in part for any other purpose. Use of the Suppression List for marketing, targeting, analytics, reverse matching, or any purpose beyond suppression is strictly prohibited.

(f) Data Protection. Affiliate shall comply with all applicable federal, state, and local data protection and privacy laws and regulations, including without limitation the California Consumer Privacy Act (as amended by the CPRA), the Gramm-Leach-Bliley Act (GLBA), and any other applicable consumer protection or privacy laws.

Where Affiliate collects, stores, uses, or otherwise processes Personal Information in connection with its Leads generation efforts, Affiliate shall:

Limit the collection and use of Personal Information to legitimate business purposes that are consistent with the purpose of collection, the scope of consumer consent, and the reasonable expectations of the consumer;
Provide clear, legally sufficient privacy notices to consumers that disclose how their data will be used, including for marketing, remarketing, or lead generation;
Maintain mechanisms to allow consumers to exercise their privacy rights under applicable law, including the rights to opt out, access, delete, or correct their Personal Information;
Respond to consumer privacy requests in accordance with applicable legal requirements and within required timeframes;
Implement and maintain reasonable and appropriate administrative, technical, and physical safeguards designed to protect Personal Information against unauthorized access, use, disclosure, alteration, or destruction.

Any Personal Information shared by Company with Affiliate shall be used solely for the specific purpose for which it was shared, and may not be retained, used, or disclosed for any other purpose unrelated to this Agreement and Company’s business interests.

(g) Security Incident Notification. Affiliate shall notify the other Party without undue delay, and no later than 72 hours, after discovering any unauthorized access, disclosure, or other security incidents involving data shared to or received from Company. The notification shall include: (i) A description of the incident, (ii) The type and volume of data affected, (iii) Steps taken to mitigate the incident, and (iv) Recommendations for minimizing potential harm. Both Parties agree to cooperate in good faith to resolve related issues.

Compliance Monitoring. Company reserves the right to monitor, audit, and review Affiliate’s marketing practices, Leads sources, lead generation methods, and promotional content at any time and without prior notice to ensure compliance with this Agreement.

Affiliate shall promptly provide, upon Company’s request and without undue delay, any materials or documentation reasonably necessary to verify compliance. This may include, without limitation: examples of consent language used, copies of marketing emails or SMS messages, details regarding Leads sources, and evidence of opt-in or consumer consent.

Any audit, monitoring or inspection shall:

(a) Minimize disruption to Affiliate’s operations;
(b) Be limited to verifying compliance with applicable privacy laws, security measures, and obligations specifically related to the performance of this Agreement;
(c) Be conducted primarily by requesting and reviewing electronic documents, records, and other relevant evidence, unless otherwise reasonably required and agreed; and
(d) Be conducted at Company’s sole expense, except in cases where a significant material non-compliance is identified, in which case Affiliate shall bear the reasonable costs of the audit.

Company may require corrections or modifications to any language, materials to ensure compliance, and Affiliate agrees to implement all requested changes without delay.

Company’s Remedies for Violations. Company reserves the right, in its sole and reasonable discretion, to reject or suspend any Leads, or campaigns that it determines, within the past one hundred eighty (180) days, to have been non-compliant, misleading, fraudulent, or otherwise in violation of this Agreement.

If Company determines that Affiliate has breached any material provision of this Agreement (including without limitation this section Compliance, Requirements, and Restrictions in full) Company may, in its sole discretion:

(i) Cancel or withhold payment for any affected Leads, including by reversing or deducting associated Fee from future settlements; or

(ii) Suspend or terminate this Agreement immediately, and withhold any amounts otherwise owed, if the violation (a) cannot be cured, (b) causes or may reasonably be expected to cause material harm or legal risk, or (c) results from Affiliate’s gross negligence, willful misconduct, or bad faith.

Any suspension imposed pursuant to this Section may remain in effect for as long as is reasonably necessary to allow Company to investigate and assess the underlying conduct or violation, and shall not be deemed a breach of this Agreement, a failure to pay, or a waiver of any obligations by Company. Affiliate expressly waives any right to claim damages, interest, or other remedies arising from such suspension, including but not limited to claims based on delay or non-payment during the suspension period.

These rights are in addition to any other remedies available to Company at law or in equity.

INTELLECTUAL PROPERTY

Company’s Intellectual Property. Company’s Intellectual Property (“IP”) refers to all intangible creations of the mind that are legally protected and owned by a Company, including but not limited to:

Brand elements such as names, logos, trade names, trademarks, service marks, and domain names (e.g., “LeadsGate”);
Creative assets such as designs, templates, images, videos, fonts, Website, Website layouts, user interfaces, and the overall “look and feel” of Company’s Website or platform;
Technology and tools including proprietary LeadsGate Affiliate Platform (Leadsgate.com), Affiliate Account, lead generation and monetization platforms, software, API, systems, algorithms, and business processes developed or owned by the Company;
Content and data provided to or created by the Company, including marketing materials, documentation, performance data, consumer insights, and any materials shared with or accessed by affiliates as part of a commercial relationship.

This definition applies to all such assets regardless of whether they are registered or unregistered, and encompasses all legal rights associated with their use, protection, licensing, or enforcement.

Rights and Ownership. Affiliate is granted no rights to use the IP except as explicitly provided in this Agreement. All rights, title, and interest in and to the IP remain solely and exclusively with the Company. Nothing in this Agreement shall be interpreted as assigning, transferring, or granting any ownership rights to Affiliate.

Use Restrictions. Except as expressly authorized by this Agreement, Affiliate shall not:

Use, reproduce, modify, adapt, translate, distribute, publish, publicly display, transmit, or create derivative works of any IP;
Resell, sublicense, or otherwise make any IP available to any third party;
Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying structure from any Company’s software or technology;
Bid on, purchase, or use any search engine keywords, advertising terms, or metadata that are identical or confusingly similar to any of Company’s trademarks, trade names, or domain names.

Unauthorized Use. Any unauthorized use of IP or breach of the use restrictions set forth in this Section shall constitute a material breach of this Agreement and may result in immediate termination of Affiliate’s participation in the Affiliate Program. Company reserves the right to pursue any and all legal remedies, including injunctive relief and claims for damages.

CONFIDENTIALITY

“Confidential Information” means any information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) under this Agreement, in any form or medium, whether oral, written, electronic, or otherwise, that is designated as confidential or that, under the circumstances surrounding its disclosure, a reasonable person would understand to be confidential. Confidential Information includes (a) Consumer information, as well as any derived data, reports, performance metrics, and Suppression Lists; (b) Technical information, including each Party’s proprietary software, algorithms, data collection, processing, monetization methodologies; (c) Marketing strategies, business plans, financial data, pricing structures, and any terms and conditions of this Agreement; (d) Any non-public materials, documentation, or information related to Affiliate Program performance, or each Party’s partnerships or business arrangements; (e) Data disclosed or developed during any audits conducted under this Agreement; (f) Any information that is derived from Confidential information; and (g) Any information that, by its nature, the Receiving Party should reasonably understand to be confidential or proprietary.

Confidential Information shall not include information that:

(i) Is generally available to the public through no improper action or inaction of the Receiving Party;

(ii) Is disclosed by the Receiving Party with the prior written approval of the Disclosing Party;

(iii) Is independently developed by the Receiving Party without the use of Confidential Information; or

(iv) Becomes known to the Receiving Party from another authorized source.

Obligations of Confidentiality. Each Party shall, during the term of this Agreement and for an indefinite period after its expiry or termination:

(a) Treat as confidential all Confidential Information of the other Party;
(b) Not disclose such Confidential Information to any third party, except to affiliates, directors, officers, employees, or agents who need such information to perform their duties and are bound by confidentiality obligations at least as restrictive as those in this Agreement; and
(c) Use the Confidential Information of the other Party only as expressly authorized under this Agreement;

(d) Implement and maintain appropriate technical, administrative, and organizational security measures to prevent unauthorized access, disclosure, or misuse of Confidential Information.

The obligations outlined in this clause do not apply to the extent disclosure is required by applicable laws. However, the Receiving Party shall, to the extent legally permissible, provide the disclosing Party with prompt notice of such a requirement so that the disclosing Party can seek an appropriate protective order.

Remedies for Breach. Each Party acknowledges that a breach of this clause may cause irreparable harm to the other Party, for which monetary damages may be inadequate. In such cases, the non-breaching Party shall be entitled to seek injunctive relief and specific performance in addition to any other remedies available at law or equity, without the requirement to post a bond.

Notification of Unauthorized Disclosure. In the event of an unauthorized disclosure of Confidential Information, the Receiving Party shall:
(a) Promptly notify the disclosing Party of the breach (including description of the incident, information affected, potential impact, steps taken to mitigate);
(b) Cooperate in mitigating any resulting damages; and
(c) Take all reasonable steps to prevent further unauthorized disclosure.

TERMINATION

Term. The term of this Agreement shall commence on the Effective Date and shall continue until terminated (“Term”).

Termination. Either Party may terminate this Agreement or any specific Insertion Order with 72 hours' written notice. Additionally, in cases of breach, fraud, privacy violations, or insolvency either Party may suspend the Agreement until the issue is remedied, or terminate immediately.

Post-Termination. Upon termination of this Agreement:

(a) All rights and licenses granted to the Affiliate will immediately expire, and the Affiliate must cease use of all Program Materials and access to the Affiliate Account;

(b) The Affiliate shall immediately cease all marketing and promotional activities conducted under or in connection with this Agreement;

(d) Any unpaid amounts earned prior to termination, less any amounts owed by the Affiliate to the Company, will be paid within thirty (30) days, subject to the applicable Minimum Payout Threshold. If the total amount due, after such deductions, is less than the Minimum Payout Threshold, it shall be deemed to be zero, and the Affiliate hereby irrevocably waives any rights or claims to such payment.

(e) Each Party must return or securely destroy all Confidential Information obtained under this Agreement, unless retention is required by applicable law or regulation; and

(f) The Affiliate shall permanently delete all consumer data provided by the Company for retargeting or remarketing purposes, unless otherwise required by law.

PARTIES’ LIABILITY

Indemnification. Affiliate acknowledges that any actions or marketing activities in violation of this Affiliate Agreement may result in significant regulatory exposure and severe penalties for the Company and its downstream lead buyers. Affiliate (the “Indemnifying Party”) shall indemnify, defend, and hold harmless Company, and its officers, directors, employees, agents, and shareholders (collectively, the “Indemnified Parties”), from and against any and all losses, damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, fines, penalties, liabilities, claims, actions, demands, lawsuits, costs, and expenses, including without limitation reasonable attorneys’ fees and costs, arising out of or relating to:

(a) any breach of this Agreement (including any representation, warranty, or covenant) by the Indemnifying Party or its employees, contractors, or agents;

(b) any violation of applicable law, regulation, or third-party rights by the Indemnifying Party or its employees, contractors, or agents;

(c) any act or omission constituting negligence, willful misconduct, or fraud by the Indemnifying Party or its employees, contractors, or agents;

and specifically including, but not limited to, any of the above arising from or asserted in third-party claims, including government or regulatory actions, where such claims or actions result in or involve the imposition of fines, penalties, damages, settlements, or other liabilities.

The Indemnifying Party's obligations under this Section are conditioned on (a) prompt written notice from the Indemnified Party of the event giving rise to the claim; (b) reasonable cooperation and assistance from the Indemnified Party, at the Indemnifying Party’s expense; and (c) the Indemnifying Party having the right to control the defense and settlement of the claim. However, if the Indemnifying Party fails to assume or provide a reasonably adequate defense within thirty (30) days of notice, the Indemnified Party may proceed with its own defense, and the Indemnifying Party shall be responsible for all reasonable costs and attorneys’ fees incurred.

The Indemnifying Party shall not enter into any settlement or consent to any judgment without the Indemnified Party’s prior written consent.

Without limiting any other rights or remedies available to the Company, the Company reserves the right to offset or withhold any amounts due to Affiliate under this Agreement against any liabilities or amounts owed by Affiliate to the Company, including any amounts arising from a breach of this Agreement.

NO WARRANTIES

THE AFFILIATE PROGRAM IS PROVIDED BY THE COMPANY STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, GUARANTEES, OR REPRESENTATIONS OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL WARRANTIES WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, SYSTEM INTEGRATION, INTEROPERABILITY, OR UNINTERRUPTED USE.

THE COMPANY DOES NOT WARRANT OR GUARANTEE THAT:

THE AFFILIATE PROGRAM WILL MEET AFFILIATE’S EXPECTATIONS OR REQUIREMENTS;
IT WILL OPERATE WITHOUT ERROR, INTERRUPTION, DELAY, OR SECURITY ISSUES;
ANY INFORMATION, PERFORMANCE RESULTS, OR EARNINGS OBTAINED THROUGH THE PROGRAM WILL BE ACCURATE, COMPLETE, OR RELIABLE;
ANY CONTENT OR MATERIALS MADE AVAILABLE THROUGH THE PROGRAM WILL BE ERROR-FREE OR CORRECTED IF ERRONEOUS;
OR THAT THE PROGRAM WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

ANY CONTENT OR DATA OBTAINED THROUGH THE AFFILIATE PROGRAM IS ACCESSED AT AFFILIATE’S SOLE RISK. AFFILIATE IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS DEVICES, SYSTEMS, OR DATA LOSS THAT MAY RESULT.

AFFILIATE’S SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE AFFILIATE PROGRAM IS TO TERMINATE PARTICIPATION.

LIMITATION OF LIABILITY. IN NO EVENT SHALL COMPANY BE LIABLE UNDER THIS AGREEMENT TO THE AFFILIATE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOSS OF BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, OR LOSS OF DATA, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. COMPANY'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THIS AGREEMENT WILL BE LIMITED TO AN AMOUNT EQUAL TO THE SUM OF MONEY PAID BY THE COMPANY TO AFFILIATE UNDER THIS AGREEMENT IN THE 3 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY.

ALL DISCLAIMERS AND LIMITATIONS OF LIABILITY UNDER THIS SECTION APPLY EQUALLY TO THE COMPANY’S PARENT ENTITIES, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNS.

Force Majeure. Company shall not be liable or deemed in breach of this Agreement for any delay or failure to perform due to causes beyond its reasonable control that cannot be overcome through commercially reasonable diligence (“Force Majeure Event”). Force Majeure Events include, without limitation, pandemics (e.g., COVID-19) and related governmental actions, acts of God, telecommunications or network failures, cyberattacks, natural disasters, government orders, national emergencies, civil unrest, wars, or labor disputes. Performance of the affected obligations will be suspended for the duration of the Force Majeure Event and shall resume once conditions allow, with timelines adjusted accordingly.

GOVERNING LAW

This Agreement shall be governed by and construed by the laws of the State of Delaware, excluding its conflict of laws principles. Any disputes arising under or related to this Agreement shall be resolved exclusively in the state or federal courts located in Delaware.

MISCELLANEOUS

Status. Company’s relationship with Affiliate shall be as a non-exclusive independent party and nothing in this Agreement shall be construed to create a partnership, joint venture, cooperation, employer-employee relationship, sponsorship, or similar relationship between Affiliate and Company. Company is not an agent of Affiliate and is not authorized to make any representation, warranty, contract, commitment, or any action on behalf of Affiliate.

Assignment and novation. Neither party may assign, transfer, create any trust over, charge, or otherwise encumber or deal in any other manner with all or any of its rights and obligations under this Agreement (including any cause of action arising in connection with it) without the prior written consent of the other Party.

Waiver. No waiver by either party or any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

Severability. If any provision of this Agreement shall be found by a court of competent jurisdiction to be invalid or unenforceable, such finding shall not affect the validity or enforceability of this Agreement as a whole or of any other provision of this Agreement.

No Publicity. Neither Party may mention of the other Party on any media or in any publicity materials, including without limitation listing the other Party in any customer lists, without the written consent of the other Party, whose consent may be withheld for any reason or no reason.

No Exclusivity. Affiliate acknowledges that participation in the Affiliate Program is non-exclusive. The Company reserves the right to enter into similar agreements with other affiliates, partners, or third parties without restriction.

Non-Solicitation. During the Term of this Agreement and for 24 months thereafter, Affiliate shall not, directly or indirectly, solicit for employment or engagement any Covered Persons, and shall ensure the same for its subsidiaries and representatives. “Covered Persons” mean Company’s officers, directors, employees or Company’s individual service providers (including an independent contractor or consultant) who have interacted with, worked on, or had contact with the Affiliate in connection with the Agreement, or whose personal information was disclosed to the Affiliate.

The Parties agree this covenant is ancillary to and necessary for the protection of legitimate business interests of the Company, including the Company’s Confidential Information and goodwill, and is reasonable in scope and duration.

Notices. All notices under this Agreement shall be in writing and delivered by e-mail or by pre-paid first-class post (or other next working day delivery service) or to the address set out on the first page of this Agreement or in the case of notices from Company to Affiliate, via the Affiliate’s Account.

Notices shall be deemed to have been received:
(i) if delivered by email, at the time of sending unless a failure notice is received;
(ii) if sent by pre-paid first-class post or other next working day delivery service, on the second working day after posting;
(iii) if delivered via the Affiliate’s Account, at the time the notice is made available or posted to the account.

Headings. The headings and titles in this Agreement are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement.

Survival. The provisions of this Agreement which by their nature should survive termination or expiration shall survive, including but not limited to those relating to chargebacks, confidentiality, intellectual property rights, indemnification, limitation of liability, dispute resolution, and governing law.

Entire Agreement. This Agreement, including any applicable IOs, appendices, exhibits, and documents incorporated by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, and understandings, whether oral or written.