PUBLISHER TERMS OF SERVICE

1. Definitions

1.1 “Account Sharing” means Publisher sharing its Credentials or Publisher Account with any other person or entity, including affiliate entities.

1.2 “Advertiser” means any national brand, agency, network, affiliate, SMB, DSP or other Soleo Customer that uses CallThread to supply their advertising campaigns to Soleo.

1.3 “Agreement” means collectively the Publisher Terms of Service and all Related Documents.

1.4 “API” means one or more application program interfaces allowing the Parties to exchange information or integrate to each other’s platforms.

1.5 “Billable Lead” means a Lead that satisfies the billable event as defined in the applicable Offer Application or Order Form. Billable Leads may be paid on a Cost Per Click, Cost Per Lead, Cost Per Call, Cost Per Sale, or any other basis of measurement as defined in the Offer Application or Order Form.

1.6 “Call Center Traffic” means Leads generated by contact or call centers that may be from inbound or outbound calls and/or warm or cold transfers and may be processed by onshore or offshore call agents.

1.7 “CallThread” means Soleo’s proprietary online pay-per-call network and platform that connects advertisers and publishers allowing them to buy and sell calls, manage campaigns and offers using tools provided by Soleo, and track performance through a reporting dashboard and call tracking.

1.8 “CallThread Publisher Portal” means the portal where Publisher accesses its Publisher Account, submits Offer Applications, and manages the performance of its offers.

1.9 “Carrier Traffic” means any Leads generated from calls made to disconnected numbers or a directory assistance service.

1.10 “Credentials” means one or more unique security keys, tokens, passwords, or other credentials provided to Publisher after Registration that allows Publisher to access its Publisher Account.

1.11 “End User” means an end user of any Publisher Applications.

1.12 “Insertion Order” means a paper version of the Offer Application that may be used in place of an Offer Application, where required by Soleo, and which must be signed by both Parties.

1.13 “Intellectual Property” means all intellectual property rights worldwide, including Marks, copyrights, patents, inventions, whether patented or not, trade secrets, software, know- how and proprietary technology.

1.14 “Lead” means a call, form fill, click, impression, or other form of inquiry from a consumer who may be interested in products or services offered by or through an Advertiser and which are generated through Publisher Applications. Leads may be generated by Publisher using various Lead Generation Methods, including, but not limited to, Online Traffic, Offline Traffic, Call Center Traffic, and Carrier Traffic. Leads may also include certain Lead Data.

1.15 “Lead Data” means information about the consumer collected while generating the Lead, including but not limited to, name, telephone number, email address, physical address, IP address, and any other information a Publisher may collect and pass on to Soleo.

1.16 “Lead Generation Method” means the methods which Publisher uses to generate Leads, such methods may include: Call Center Traffic, Carrier Traffic, Offline Traffic, and Online Traffic.

1.17 “Mark” means any trade names, logos, domain names, trademarks and service marks, whether or not registered.

1.18 “Offer Application” means the electronic process by which Publisher applies to offers posted by Soleo on the CallThread Publisher Portal. Such Offer Applications will indicate one or more Lead Generation Methods that may be used by Publisher to generate Leads. Offer Applications will also specify (i) type of Leads, (ii) price per Lead to be paid by Soleo for each Billable Lead, (iii) offer start and end dates, and (iv) any other restrictions or guidelines to be followed by Publisher.

1.19 “Offline Traffic” means any Leads generated from print ads, radio ads, TV ads, direct mailers, billboards, or other offline publishing methods.

1.20 “Online Traffic” means any Leads generated through SEO, SEM, Social Media, Display Ads, SMS, Email, or other online publishing methods.

1.21 “Parties” means Soleo and Publisher collectively.

1.22 “Publisher” means a publishing affiliate, search engine, online or offline publisher, programmatic publishing platform or other legally valid publishing entity that completes Registration for a Publisher Account, is approved by Soleo, and electronically submits Offer Applications through the CallThread Publisher Portal or executes an Insertion Order to apply to advertising offers that Soleo publishes on CallThread in order to sell Leads.

1.23 “Publisher Account” means the account created when Publisher completes Registration.

1.24 ” Publisher Applications” means any private or public-facing internet-based website, mobile application, email, form fill, or other marketing distribution channel operated by Publisher through which Soleo Content is distributed to End Users in order to generate Leads.

1.25 “Registration” means the process by which Publisher completes the online registration process to obtain a Publisher Account and access the CallThread Publisher Portal.

1.26 “Related Documents” means the Privacy Policy, any Offer Applications, and any Order Forms executed electronically or in writing between the Parties related to the Purpose of this Agreement, each of which is incorporated herein by reference.

1.27 “Soleo” means Soleo Communications, Inc. a Delaware corporation with a business address of 1255 University Ave. Suite 204 Rochester, NY 14607.

1.28 “Soleo Organic Content” means the business listing information in Soleo’s proprietary databases, including, business name, address, city, state, zip code, phone number and business category. Soleo Organic Content may be changed, updated, or deleted by Soleo at any time and for any reason.

1.29 “Soleo Sponsored Content” means all content, creative assets, advertising listings, forms, web design services, telephone numbers, software or technology platforms, telephone scripts created or provided by Soleo or its Advertisers, any Soleo Marks or Soleo Customer Marks, together with any associated links and hyperlinks which may be embedded in Publisher Applications to direct Leads to Soleo or an Advertiser. Soleo Sponsored Content may be changed, updated, or deleted by Soleo at any time and for any reason.

1.30 “Soleo Customer” means any Advertisers or any other customer of Soleo or any of its affiliates. 1.31 “Subcontractor” means any third party that Publisher uses to generate Leads.

2. Scope of Agreement

2.1 Purpose Soleo operates a pay-per-call network and platform, known as CallThread, which connects advertisers and publishers for the purpose of buying and selling Leads. Soleo may purchase Leads from Publisher and provide Publisher access to the CallThread Publisher Portal solely on the condition that Publisher accepts and complies with the Publisher Terms. Publisher understands and agrees that Soleo offers Publisher no guarantee on Lead conversion rates related to any offers.

2.2 Registration (a) Publisher must create a Publisher Account on the CallThread Publisher Portal by completing the online Registration. Upon completing Registration, all Publishers are subject to review and approval by Soleo before its Publisher Account is activated. Once the Publisher Account is approved by Soleo, Publisher will use its Credentials to login. (b) Publisher is prohibited from selling, transferring, sublicensing, or otherwise disclosing its Credentials to any third-party, including, but not limited to, affiliate entities of Publisher. If Publisher becomes aware of any unauthorized use of its Credentials, it shall notify Soleo in writing immediately. Publisher is responsible for ensuring Publisher Account information (contact name, phone number, email address, etc.) is accurate at all times. Account Sharing is strictly prohibited. In the event of actual or suspected Account Sharing by Publisher, Soleo may suspend access to, or terminate, the Publisher Account. (c) Publishers using an API to connect to CallThread may be required to register for an API key on a separate platform and may have limitations regarding access to certain features and tools of the CallThread Publisher Portal. Soleo may, in its discretion, set and enforce limits on Publisher’s use of the API, including, but not limited to, whether Publisher has access to Soleo Organic Content and/or Soleo Sponsored Content and limiting the number of queries Publisher can make. Any such limits will be captured in an Order Form.

2.3 Offer Applications and Order Forms Information about the Leads sold by Publisher under each offer, including, but not limited to, what qualifies as a Billable Lead, budget, and any other restrictions or requirements, will be captured in one or more Offer Applications or Order Forms. Publisher will submit electronic Offer Applications through the CallThread Publisher Portal and, if applicable, any Order Forms will be executed in writing by both parties. Each Offer Application or Insertion Order is subject to review and approval by Soleo before activating the offer. Publishers connecting to the CallThread Publisher Portal via API may be required to complete a separate Insertion Order prior to obtaining a production API key.

2.4 Acceptance BY ELECTRONICALLY ACCEPTING THESE PUBLISHER TERMS DURING REGISTRATION, PUBLISHER AGREES TO BE BOUND BY THE PUBLISHER TERMS AND REPRESENTS AND WARRANTS THAT PUBLISHER HAS FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT, REGARDLESS OF WHETHER PUBLISHER IS AN INDIVIDUAL, CORPORATION, LIMITED LIABILITY COMPANY, OR OTHER LEGAL ENTITY.

2.5 Effective Date The effective date of the Publisher Terms is the date which Publisher completes Registration for a Publisher Account. The effective date of any Offer Application shall be the date Soleo approves the Offer Application in the CallThread Publisher Platform. The effective date for any Insertion Order shall be the date last signed by both Parties.

2.6 Conflicts In the event of a conflict between these Publisher Terms and any Offer Application or Order Form, the terms of the Offer Application or Insertion Order shall govern followed by these Publisher Terms.

2.7 Modification SOLEO RESERVES THE RIGHT TO MODIFY THE PUBLISHER TERMS, IN ITS DISCRETION, AT ANY TIME. ALL CHANGES SHALL BECOME EFFECTIVE IMMEDIATELY UPON POSTING. PUBLISHER UNDERSTANDS AND ACKNOWLEDGES THAT IT IS RESPONSIBLE FOR PERIODICALLY CHECKING THE CALLTHREAD PUBLISHER SITE FOR ANY MODIFICATIONS TO THE PUBLISHER TERMS. PUBLISHER’S CONTINUED USE OF THE CALLTHREAD PUBLISHER PORTAL AFTER A CHANGE TO THE PUBLISHER TERMS IS POSTED SHALL CONSTITUTE ACCEPTANCE OF THE UPDATED PUBLISHER TERMS BY PUBLISHER. NOTWITHSTANDING THE FOREGOING, THESE PUBLISHER TERMS MAY ONLY BE MODIFIED IN WRITING IN AN INSERTION ORDER WHICH INCLUDES A SPECIFIC CROSS-REFERENCE TO THE SECTION OF THE PUBLISHER TERMS INTENDED TO BE MODIFIED, WHICH IS SIGNED BY BOTH PARTIES.

3. Publisher Obligations Publisher shall:

3.1 Adhere to the Publisher Terms and comply with the terms set forth in each Offer Application or Order Form.

3.2 Ensure all Publisher Applications are designed to display Soleo Sponsored Content or Soleo Organic Content only as permitted by the Publisher Terms or in each Offer Application or Order Form.

3.3 Disclose its Lead Generation Methods for each offer and the use of any Subcontractors.

3.4 To the extent Publisher or any Subcontractor uses a call center to generate Leads, Publisher and Subcontractor may only use call center locations and personnel that are located in the United States of America, unless expressly approved by Soleo through the Offer Application or Order Form.

3.5 Use a tracking mechanism for each Subcontractor that allows Publisher to distinguish the Leads sent to Soleo by each Subcontractor for each offer, and upon request by Soleo provide such information within twenty-four business hours. Additionally, in the event of any compliance issues related to any Leads provided by any Subcontractor, Publisher shall provide Soleo with the name of the Subcontractor within 24 business hours.

3.6 Enter into a written agreement with each Subcontractor that requires Subcontractor to adhere to the Publisher Terms and any terms in applicable Offer Applications or Order Forms, including any future amendments or modifications.

3.7 Upon request from Soleo, immediately terminate the use of any Subcontractor.

3.8 Adhere to all applicable laws and regulations in generating Leads.

4. Publisher Prohibited Use and Activities

4.1 Publisher shall not, and shall not permit or authorize any Subcontractor or third-party to, engage in any prohibited conduct, in relation to generating Leads or interfacing with any platform owned or operated by Soleo in relation to this Agreement, including, but not limited to: (a) bidding on any branded keywords or Marks related to Soleo or any Soleo Customers or bidding on common misspellings of branded keywords; (b) unless approved by Soleo in an Offer Application or Order Form, using any Marks of Soleo or Soleo Customers in any Publisher Applications; (c) retaining or making use of any Lead Data, other than to supply the Lead Data to Soleo, including but not limited to, disclosing or selling Lead Data to any third party; (d) directly or indirectly re-marketing to any Lead; (e) directly or indirectly generating Leads obtained through any automated, deceptive, fraudulent or other invalid means, including but not limited to, use of robocalls, or other autodialing techniques, email spamming or search engine “spamming” (i.e., the inappropriate use of SEO such as doorway pages or cloaking), use of Soleo Sponsored Content in pop-ups; (f) unless approved by Soleo in a Offer Application or Order Form, directly or indirectly, sending any email that contains: (i) Soleo Sponsored Content, (ii) any reference to Soleo or a Soleo Customer, or (iii) any links to sites owned or operated by Soleo or a Soleo Customer. If Publisher is permitted to engage in email marketing to generate Leads, Publisher must adhere to the requirements outlined in Section 6 below; (g) offering to pay, or providing other forms of incentive for Leads; (h) playing, displaying, or providing any content on any Publisher Applications, that contains any pornographic, hate-related, violent, or illegal content; (i) obscuring, concealing, altering, or an attempt thereof, to alter the source of any Lead, Lead Data, or other information transmitted to or through any of Soleo’s platforms; (j) “crawling,” “spidering,” indexing, warehousing, or in any non-transitory manner storing or caching information obtained from any of Soleo’s platforms; (k) copying, modifying, or creating derivative works or improvements of any of Soleo’s platforms; (l) renting, leasing, selling, sublicensing, assigning, distributing, publishing, transferring, or otherwise making any of Soleo’s platforms available to any third-party, in whole or in part; (m) using the CallThread Publisher Portal or any of Soleo’s platforms for customer lead generation, sales research, enriching, or cleaning Publisher’s own data, or the data of a third-party; (n) reverse engineering, disassembling, decompiling, decoding, adapting, or otherwise attempting to derive or gain access to the source of any Soleo platform, in whole or in part, (o) bypassing or breaching any security device or protection used by Soleo, or accessing or using its platforms, other than by an authorized user of a Publisher Account with valid Credentials; (p) creating Publisher Accounts by using false Credentials, or altering Credentials with false information; (q) impersonating or attempting to impersonate Soleo, a Soleo employee or contractor, or any other person or entity; (r) inputting, uploading, transmitting, or otherwise providing, to, from, or through any of Soleo’s platforms, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code; (s) damaging, destroying, disrupting, disabling, impairing, interfering with, or otherwise impeding with the operation of any of Soleo’s platforms or its provision of services; (t) removing, deleting, altering, or obscuring any Marks, notices of copyright or other Intellectual Property rights from any of Soleo’s platforms or sites; (u) accessing or using any of Soleo’s platforms in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property rights of Soleo, any Soleo Customers, or any third-party; (v) accessing or using any of Soleo’s platforms in any way which causes harm to Soleo, any Soleo Customer, or any third-party, including harm to minors, or which violates any applicable law; or (w) accessing or using any of Soleo’s platforms for the purpose of competitive analysis, the development of competing services or products, or for any other purpose that is to Soleo’s detriment or commercial disadvantage.

4.2 Publisher agrees that it shall not and shall not authorize or encourage any Subcontractor or third-party to, provide any Soleo Sponsored Content or Soleo Organic Content to any third-party for any purpose associated with redistribution without Soleo’s prior written authorization.

4.3 Publisher shall not make any disparaging remarks or comments about Soleo, its platforms, products, or services.

4.4 Publisher acknowledges that any attempted participation in, or violation of, the prohibited activities listed in this Section shall constitute a material breach of this Agreement and that Soleo may pursue all legal and equitable remedies against Publisher, including termination of the Publisher Account.

5. TCPA Compliance

5.1 Publisher agrees not to engage in any deceptive or abusive telemarketing practices, as defined by the Federal Trade Commission Act (“FTCA”), the Telephone Consumer Protection Act (“TCPA”), and the Telemarketing Sales Rule (“TSR”).

5.2 Publisher agrees it is, and shall remain, compliant with all requirements of the FTCA, TCPA, and TSR, as amended from time to time, and any similar statutes under state or federal law (the “Telemarketing Regulations”).

5.3 Publisher understands and agrees that it is required to provide either the Jornaya Lead ID or Trusted ID for any transfers delivered to Soleo.

5.4 Publisher agrees with respect to consent records required by any Telemarketing Regulations that Publisher will: (i) provide the consumer with a clear and conspicuous disclosure, (ii) be able to show that the consumer unambiguously agreed to receive future calls or texts to the telephone number(s) the consumer provided by collecting an affirmative consent record from each consumer, (iii) not require consumer to execute any agreement as a precondition to receive future calls or texts offering services, and (iv) retain all consent records for period of five (5) years from the date each Lead was generated.

5.5 Upon request by Soleo, Publisher agrees to provide Soleo with any documents, forms, and scripts it intends to use or to provide to consumers to obtain consent. Publisher further agrees, upon request by Soleo, to provide any consent records to Soleo as it relates to Leads that were sent by Publisher to Soleo. Soleo may require Publisher to include consent records as part of the Lead Data for each Lead sent to Soleo.

5.6 Publisher must promptly notify Soleo of any consumer that revokes their consent, as soon as Publisher becomes aware of it.

5.7 Publisher shall update its system(s) and Do-Not-Call list(s) as necessary when a consumer requests not to be called.

5.8 If Publisher uses Subcontractors, it shall obtain a written agreement with each Subcontractor that expressly governs Subcontractor’s compliance with any consent records requirements under the Telemarketing Regulations and all other terms to which Publisher is bound under this Section.

5.9 Publisher agrees that Soleo is under no obligation to pay for any Leads derived from violations of the Telemarketing Regulations. To the extent Soleo paid for any such Leads, Publisher shall refund Soleo within thirty (30) days. Should any claimant make a claim of an alleged violation of any Telemarketing Regulations related to Leads provided to Soleo by Publisher, or by any Subcontractor, then liability for such claim shall rest solely with Publisher. For any such claims, Publisher agrees to indemnify, defend, and hold harmless Soleo and any applicable Soleo Customer in relation to such claim. Damages for a breach of this Section and Publisher’s indemnification obligations set forth herein shall not be subject to any limitation of liability provision in the Agreement. However, Publisher shall have no indemnification obligations under this Section for any actions taken by Soleo or any Soleo Customer in relation to the Lead, after the time that Publisher sends the Lead to Soleo, that may be in violation of any Telemarketing Regulations.

6. Email Restrictions and CAN-SPAM Compliance If Soleo permits Publisher to send emails or texts via SMS, directly or through a Subcontractor, that contain any links to websites containing any Soleo Sponsored Content, then Publisher shall comply with the requirements listed below:

6.1 Publisher shall comply with all applicable laws and regulations including but not limited to, the TCPA and The Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM”);

6.2 Publisher agrees that all email addresses to which Publisher sends any marketing emails to generate Leads shall have been collected by Publisher with express consent from the consumer who shall have opted in to receive such emails, and that the consumer shall not have withdrawn consent as of the date the email was sent. If the owner of any email address files a complaint with Soleo or any Soleo Customer alleging they did not provide opt in consent or that they have withdrawn their consent, then Publisher shall provide Soleo with all relevant information to establish that Publisher properly obtained and still has valid consent from the consumer;

6.3 Any email may not contain any false, misleading, or deceptive information in the header (e.g. “from” line and “subject” line). This requires Publisher to use a name that accurately identifies itself in the “from” line of the email. Publisher is also prohibited from using “subject” lines that contain “Re:…”, “Fwd:…” or other similar short-hands or deceptive “subject” line titles that may confuse the email recipient or attempt to conceal the email as an advertising communication from the Publisher;

6.4 Publisher must clearly state the email is an advertisement or solicitation;

6.5 Publisher must include a physical postal address where they may be contacted;

6.6 Publisher must include an opt-out mechanism for email recipients; and

6.7 Prior to sending any email, all creatives, including content in the “from” line, “subject” line, and “body” of the email must be approved by Soleo in the Offer Application or Order Form. Publisher shall not remove or alter any content in the email once approved by Soleo.

6.8 Publisher agrees it will not send any emails under this Agreement on behalf of Soleo or any Soleo Customer to any email address that appears on any suppression list provided by Soleo. Suppression lists consist of email addresses of consumers who have requested to be unsubscribed from emails from Soleo, a Soleo Customer, or Publisher.

6.9 Publisher shall immediately stop sending any email offers upon request by Soleo.

6.10 Publisher agrees that Soleo is under no obligation to pay for any Leads derived from violations of CAN-SPAM, TCPA, or any similar state or federal laws or regulations. To the extent Soleo paid for any such Leads, Publisher shall refund Soleo within thirty (30) days. Should any claimant make a claim of an alleged violation of CAN-SPAM, TCPA, or any similar state or federal laws or regulations, related to Leads provided to Soleo by Publisher, or by a Subcontractor, then liability for such claim shall rest solely with Publisher. For any such claims, Publisher agrees to indemnify, defend, and hold harmless Soleo and any applicable Soleo Customer, and any officers, directors, employees, agents, or other related parties, in relation to the claim. Damages for a breach of this Section and Publisher’s indemnification obligations set forth herein shall not be subject to any limitation of liability provision in the Agreement. However, Publisher shall have no indemnification obligations under this Section for any actions taken by Soleo or any Soleo Customer in relation to the Lead, after the time that Publisher sends the Lead to Soleo, that may be in violation of CAN-SPAM, TCPA, or any similar state or federal laws or regulations.

7. Soleo Obligations Soleo shall:

7.1 Provide Publisher with access to the CallThread Publisher Portal.

7.2 Post advertising offers in the CallThread Publisher Portal.

7.3 Provide Publisher with access to Soleo Sponsored Content and/or Soleo Organic Content as indicated in the Offer Application or Order Form.

7.4 Review and approve Publisher Offer Applications or Order Forms.

7.5 Provide Publisher with access to a reporting dashboard.

7.6 If applicable, provide API specs to Publisher and notify Publisher of any required system or version updates.

8. Term, Termination, and Suspension

8.1 The Publisher Terms shall remain in effect until and unless terminated by one of the parties.

8.2 Offer Applications and Order Forms shall continue until their stated termination date, or if no termination date is provided for, then until terminated by one of the parties. Termination under one Offer Application or Insertion Order shall not impact the rights or obligations of the parties under the Publisher Terms or any other Offer Application or Order Form.

8.3 Unless otherwise set forth in an Offer Application or Order Form, either party may terminate the Publisher Terms and any Offer Application or Insertion Order currently in effect, upon ten (10) days written notice to the other party. (a) If Soleo terminates it will notify Publisher via the email address listed in the Publisher Account. Publisher will no longer have access to its Publisher Account if Soleo terminates the Agreement. (b) If Publisher terminates it shall notify Soleo via email to: [email protected].

8.4 Notwithstanding anything above, Soleo may terminate the Publisher Terms or any Offer Application or Insertion Order for cause, effective upon written notice to the Publisher if Publisher: (a) discontinues use of the CallThread Publisher Portal for more than thirty (30) days; or (b) materially breaches the Agreement or electronic Offer Application.

8.5 This Agreement shall terminate immediately upon the dissolution or insolvency of either Party.

8.6 Soleo shall pay any outstanding amounts owed to Publisher as of the termination date in accordance with the payment terms agreed to by the parties in the Offer Application or Order Form.

8.7 Notwithstanding anything to the contrary, Soleo reserves the right to suspend any of Publisher’s offers and the Publisher Account in order to: (a) prevent damage to, or degradation of, Soleo’s network or platforms; (b) comply with any law, regulation, court order, or other government request; or (c) otherwise protect Soleo from any potential or actual legal liability or financial hardship. If Soleo suspends any of Publisher’s offers it will provide written notice to Publisher via the email address listed in the Publisher Account.

9. Disputed Leads

9.1 Soleo reserves the right to refuse payment, or offset future payments to Publisher, for any Leads supplied by Publisher, or by Subcontractor, under the following conditions; this is a non-exhaustive list: (a) the Lead is not compliant with the requirements or restrictions listed in the Offer Application or Order Form; (b) the Lead is generated in violation of the terms in Sections 4, 5, or 6 of the Publisher Terms; (c) the Lead is a duplicate Lead; (d) the Lead is from a consumer that accidentally reached Soleo (e.g. a consumer that dialed a wrong number and was not intending to call any phone number provided on any Publisher Applications); or (e) the Lead is fraudulent; knowingly made by a person with no intention of completing a transaction with the business being promoted by the Publisher Applications.

9.2 Soleo reserves the right to raise any other disputes with Publisher that it may have in relation to the Leads supplied by Publisher or any of its Subcontractors. 9.3 Soleo will provide notice to Publisher via email or through a message in its Publisher Account, notifying Publisher of any Leads which Soleo identifies as non-billable. Publisher will have access to view Leads marked as Billable and non-Billable Leads in the reporting dashboard in its Publisher Account. Additionally, if the Offer Application allows for call recording, Publisher will have access to the call recordings in its Publisher Account, subject to the provisions in Section 12 of the Publisher Terms.

9.4 Publisher is responsible for reviewing its reporting dashboard, and Publisher must, within five (5) days of the end of each month, raise any disputes it may have related to Leads marked as Billable Leads versus non-billable. If Publisher fails to raise any disputes within the five (5) day time-frame, those disputes are waived. Soleo shall investigate any disputes raised by Publisher, and if a credit is owed to Publisher it will be paid within ninety (90) days of the date the dispute was raised by Publisher. Soleo’s decision shall be final and binding.

9.1 Soleo reserves the right to disclose Publisher as the source of any Lead if an Advertiser raises an issue or dispute related to the Lead supplied by Publisher.

10. Fees and Payments

10.1 The Fee for each Billable Lead will be included in the Offer Application or Insertion Order for each offer.

10.2 Soleo’s reports shall govern with respect to any Fees owed to Publisher.

10.3 Soleo agrees to pay any undisputed amounts to Publisher within thirty (30) days of receipt of invoice.

10.4 Soleo reserves the right to withhold payments or offset future payments to Publisher for any Leads that are: (i) in violation of the requirements set forth in Sections 4, 5, 6, or 9.1 of the Terms, (ii) in violation of any restrictions or requirements in the Offer Application or Order Form, or (iii) if Publisher materially breaches this Agreement.

10.5 All payments made to Publisher shall be made in US dollars either by check or ACH as indicated in the Publisher Account during Registration or the applicable Offer Application or Order Form.

10.6 Soleo may encounter chargebacks or collection issues with some of its Advertisers in relation to Leads provided by Publisher. Soleo reserves the right to withhold, reduce, or offset payments to Publisher to account for such chargebacks or collection issues. Additionally, Soleo reserves the right to withhold any payments owed to Publisher if Soleo encounters any compliance issues related to Leads supplied by Publisher or any Subcontractor. 11. Taxes To the extent a jurisdiction subjects the transactions under this Agreement to sales tax, the parties agree to the collection and payment of sales tax. In no event shall Soleo pay or be responsible for any taxes imposed on, or with respect to, Publisher’s revenue, income, personnel, real or personal property, or other assets.

12. Call Recording

12.1 To the extent call recording is permitted in the applicable Offer Application or Order Form, call-based Leads may be subject to monitoring and/or recording and/or transcribing by Soleo for quality assurance purposes. Soleo will provide notice of the monitoring and/or recording and/or transcribing to the caller. Publisher consents to such monitoring and/or recording and/or transcribing.

12.2 Publisher will have access to call recordings and/or transcriptions through its Publisher Account. Publisher agrees that the call recordings and/or transcriptions are considered Confidential Information, as defined in the Publisher Terms, and shall be used by Publisher solely for quality assurance purposes in a manner that is consistent with the intent of the Agreement. Additionally, Publisher understands that the call recordings and/or transcriptions may contain Personal Information as defined in the Privacy and Data Security Addendum to the Publisher Terms. Should any person make a claim against Soleo related to Publisher’s alleged misuse of Personal Information in violation of any consumer protection laws, as noted in the Privacy and Data Security Addendum, then liability for such claim shall rest solely with Publisher. Publisher agrees to indemnify, defend, and hold harmless Soleo, any Soleo Customer, and any officers, directors, employees, agents, or other related parties, in relation to said claim.

13. Non-Exclusivity This is a non-exclusive Agreement. Nothing in this Agreement prevents either party from offering or receiving similar services to or from other parties, including direct competitors of either party.

14. Restrictive Covenants

14.1 Employee Non-Solicitation During the Term of this Agreement, and for six (6) months thereafter, neither party shall directly or indirectly, solicit or induce any officer, director, employee, consultant, or contractor of the other party for employment purposes. Notwithstanding the foregoing, neither party shall be prevented from interviewing or hiring any person that: (i) responds to a job posting, (ii) initiates communication about employment opportunities, or (iii) has been terminated by the other party.

14.2 Soleo Customer Non-Solicitation During the term of this Agreement and for one (1) year thereafter, Publisher will not, directly or indirectly, solicit, divert, or attempt to appropriate, any Soleo Customers. This Section shall not apply to any Soleo Customer where Publisher can demonstrate the existence of a business relationship with the Soleo Customer prior to Publisher entering into this Agreement.

15. Licenses and Use Subject to the terms and conditions of this Agreement the parties hereby grant to each other a freely revocable, non-exclusive, non-transferable, non-sublicensable, non- assignable, limited right to access, use and interface with each other’s platforms related to the Purpose of the Agreement.

16. Monitoring and Audit Rights

16.1 Publisher acknowledges and agrees that Soleo may monitor Publisher Applications, including any used by Subcontractors, to ensure compliance with this Agreement. Upon request by Soleo, Publisher agrees to implement monitoring software or tracking tools to validate Publisher’s compliance.

16.2 Publisher agrees to maintain accurate records relating to its obligations under this Agreement in a format that will permit audit. Such records shall be kept for a period of the greater of: (i) five (5) years; or (ii) the time required by law. Publisher agrees Soleo has the right to audit Publisher’s records to ensure compliance with this Agreement at least once per calendar year or more frequently if Soleo has reason to believe Publisher is not adhering to the terms of the Agreement.

17. Confidentiality

17.1 Unless otherwise expressly stated in an Offer Application or Order Form, any information disclosed to Publisher about Soleo or a Soleo Customer, including but not limited to, products, services, pricing, Soleo Sponsored Content, Soleo Organic Content, Lead Data, customer lists, business policies and practices, confidential Intellectual Property, trade secrets, or other sensitive or proprietary information, whether disclosed orally, in writing, or electronically, and whether or not identified as “confidential”, is considered Confidential Information.

17.2 Confidential Information shall not include information that: (i) is or becomes generally available to the public, other than as a result of Publisher’s breach of this Section; (ii) is or becomes available to Publisher on a non-confidential basis from a third-party, provided that such third-party is not subject to any confidentiality obligations owed to Soleo; (iii) was in Publisher’s possession prior to Soleo’s disclosure hereunder; or (iv) was independently developed by Publisher without using any Confidential Information.

17.3 Publisher shall: (i) protect and safeguard the Confidential Information with at least the same degree of care as Publisher would protect its own confidential information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Confidential Information for any purpose other than to perform its obligations under the Agreement; and (iii) not disclose any Confidential Information to any person or entity, except to Publisher’s employees, representatives, or Subcontractors who need to know the Confidential Information to assist Publisher, or act on its behalf, to perform obligations under this Agreement.

17.4 If Publisher is required to disclose Confidential Information pursuant to an applicable law or order issued by a government agency or court of competent jurisdiction, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Soleo of such requirements to afford Soleo the opportunity to seek, at Soleo’s expense, a protective order or other remedy.

17.5 Publisher is responsible for any breach of this Section caused by any of its officers, directors, employees, agents, Subcontractors, or other representatives. Soleo may seek equitable relief against Publisher, its officers, directors, employees, agents, Subcontractors, or other representatives to prevent a breach or threatened breach of this Section, in addition to all other remedies available at law.

17.6 Upon either termination of the Agreement or request by Soleo, Publisher shall return or destroy all Confidential Information to Soleo. Publisher agrees to deliver a certificate executed by one of its duly authorized officers or directors to Soleo confirming compliance with the return or destruction obligations on this Section.

18. Intellectual Property

18.1 Subject to the limited licenses granted in the Agreement, each party, and all Soleo Customers, shall own and retain all right, title and interest in its Intellectual Property and Confidential Information.

18.2 Publisher agrees not to use or display any Intellectual Property belonging to Soleo or any Soleo Customer without express permission from Soleo in an Offer Application or Order Form. To the extent Soleo provides Publisher with consent to use any Soleo Sponsored Content or Soleo Organic Content, Publisher will implement the Soleo Sponsored Content and Soleo Organic Content in the exact form as delivered by Soleo. Publisher will not modify, obscure, alter, or delete any Soleo Sponsored Content or Soleo Organic Content in any manner, unless such modification is approved Soleo through an Offer Application or Order Form. Publisher will not use Soleo Sponsored Content or Soleo Organic Content for any purpose other than as contemplated by the Agreement.

18.3 Soleo shall retain all ownership rights and interests in all Lead Data and any search requests or queries performed by any of Soleo’s platforms.

19. Publicity

19.1 Publisher is not permitted to reference Soleo or any Soleo Customer in issuing any announcement, press release, or other publicity statement without express written consent from Soleo.

19.2 Publisher is not permitted to make reference to Soleo or any Soleo Customers or use any Marks belonging to Soleo or any Soleo Customer in any of Publisher’s marketing materials, without express written consent from Soleo.

20. Limitation of Liability; Force Majeure

20.1 SOLEO SHALL HAVE NO LIABILITY TO PUBLISHER FOR PUBLISHER’S USE OF ANY CONTENT THAT HAS NOT BEEN PROVIDED BY OR APPROVED BY SOLEO.

20.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, LOST PROFITS, LOSS OF DATA, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHER LEGAL THEORY, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

20.3 Without limiting the foregoing, except for payment obligations, neither party shall have any liability, nor be deemed to have defaulted or breached the Agreement for any failure or delay in performance of this Agreement resulting from any condition beyond the reasonable control of such party, including but not limited to: acts of God, floods, fires, earthquakes, explosions, governmental actions, war, acts of terrorism, riots or other civil unrest, embargoes, national or state emergencies, epidemics, lock-outs, strikes or other labor disputes, whether or not relating to either party’s work force, restraints or delays impacting common carriers, telecommunication outages, or power outages.

20.4 REGARDLESS OF ANY STATUTE OF LIMITATIONS OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION PUBLISHER MAY HAVE ARISING OUT OF, OR RELATED TO, THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREIN, MUST COMMENCE WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE. IF NOT COMMENCED WITHIN ONE (1) YEAR, THE CLAIM OR CAUSE OF ACTION IS PERMANENTLY BARRED.

20.5 EXCEPT WITH REGARD TO PUBLISHER’S INDEMNIFICATION OBLIGATIONS HEREIN, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY, ARISING OUT OF OR RELATED TO ANY CLAIM MADE UNDER THIS AGREEMENT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO PUBLISHER, UNDER THIS AGREEMENT, IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

20.6 Each party acknowledges that the provisions in this Section are an essential basis of the bargain between the parties. Publisher specifically acknowledges that the exclusions and limitations of liability expressed in this Section are considered reasonable.

21. Disclaimers of Warranty

21.1 TO THE FULLEST EXTENT PERMITTED BY LAW, SOLEO HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, SUITABILITY, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR FITNESS FOR A PARTICULAR PURPOSE INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ITS PLATFORMS AND NETWORK. SOLEO DOES NOT WARRANT THAT ITS PLATFORMS OR NETWORK WILL BE AVAILABLE WITHOUT INTERRUPTION, IN A TIMELY AND SECURE MANNER, OR WITHOUT ERRORS OR DEFECTS. TO THE FULLEST EXTENT PERMITTED BY LAW, SOLEO IS PROVIDING ITS PLATFORMS AND NETWORK “AS IS”, “WHERE IS”, AND “WITH ALL FAULTS”. THE WARRANTIES AND ANY ASSOCIATED REMEDIES EXPRESSED OR REFERENCED IN THIS AGREEMENT ARE EXCLUSIVE, AND ALL OTHERS ARE EXPRESSLY DISCLAIMED. NO OTHER WARRANTIES, WRITTEN OR ORAL, ARE EXPRESSED OR IMPLIED BY SOLEO OR MAY BE INFERRED FROM A COURSE OF DEALING OR USAGE OF TRADE.

21.2 Any links to third party websites are provided for Publisher’s convenience only. Soleo does not warrant or make any representation about the substance, quality, functionality, accuracy, fitness for a particular purpose, merchantability, suitability, or any other representation about any third-party website or its content. A link to a third-party website does not constitute sponsorship, endorsement, approval, or responsibility for the third-party website. The terms of use and privacy policy of any third-party website may differ substantially from Soleo’s. Please review the terms of use and privacy policy of the third-party website carefully.

21.3 Any open source software made available by Soleo, whether through a Soleo website, API, a third-party website, or any other method, is made available for Publisher’s convenience only. SOLEO DOES NOT WARRANT OR MAKE ANY REPRESENTATION ABOUT THE SUBSTANCE, QUALITY, FUNCTIONALITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, SUITABILITY, OR ANY OTHER REPRESENTATION ABOUT ANY OPEN SOURCE SOFTWARE.

22. Representations and Warranties Each Party represents and warrants to the other that: (i) it has all necessary right, power, and authority to enter into this Agreement, and to perform the acts required of it hereunder; (ii) it is duly organized, validly existing, and in good standing as a corporation or other business entity under the laws of the jurisdiction of its incorporation or organization; (iii) it has complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations, including without limitation any relevant consumer data protection or privacy laws, in performance of any acts hereunder; (iv) entering into this Agreement does not breach any duty owed to a third-party; and (v) the individual who completes the Registration for the Publisher Account has been duly authorized by all necessary corporate or organizational action to act on behalf of Publisher.

23. Indemnification

23.1 Subject to the terms of Section 20, Limitation of Liability; Force Majeure, each party agrees to indemnify, defend, and hold harmless the other party, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (each an ” Indemnified Person”) from and against any and all third party claims, liability, loss, and expense, including damage awards, settlement amounts, and reasonable legal fees, brought against any Indemnified Person, directly arising out of or related to the breach of any term of the Agreement by the other party (“Indemnifying Party”).

23.2 Additionally, Publisher agrees to indemnify, defend, and hold harmless Indemnified Persons from and against any and all third party claims, liability, loss, and expense, including damage awards, settlement amounts, and reasonable legal fees, brought against any Indemnified Person, directly arising out of, related to, or which may arise from, (i) any act or omission of any Subcontractor which constitutes a breach of any term of this Agreement; (ii) any content on Publisher Applications, excluding any Soleo Sponsored Content or Soleo Organic Content which Publisher had express permission from Soleo to publish and which was not modified by Publisher; and (iii) any Lead Generation Methods used by Publisher, including, any violations of Telemarketing Regulations, CAN-SPAM, or any consumer data protection or privacy laws by Publisher.

23.3 The Indemnified Person must promptly notify the Indemnifying Party of all claims of which it becomes aware, provided that a failure or delay in providing such notice will not relieve the Indemnifying Party’s obligations, except to the extent the Indemnifying Party is prejudiced by such failure or delay, and the Indemnified Person must: (i) reasonably cooperate with the Indemnifying Party in connection with the defense or settlement of all claims, to be paid by the Indemnifying Party; and (ii) be entitled to participate at its own expense in the defense of all claims. The Indemnified Person agrees that the Indemnifying Party will have sole and exclusive control over the defense and settlement of all claims, provided that, the Indemnifying Party will not agree to any judgment or enter into any settlement which imposes any obligation or liability on Indemnified Person without its prior written consent.

24. Insurance

24.1 Each Party shall secure and maintain, at its own expense, a Commercial Professional Liability Insurance Policy, with a limit of liability per occurrence of at least $1,000,000. 24.2 Upon request by Soleo, Publisher will provide a Certificate of Insurance listing coverages and limits, and where required by Soleo, list Soleo as an additional insured.

25. Assignment Publisher may not assign this Agreement, or delegate or transfer any of its rights, interests or obligations herein without the prior written consent of Soleo. Notwithstanding the foregoing, Publisher shall have the right to assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of Publisher’s assets; provided, that Publisher promptly notifies Soleo in writing of such an event and Soleo shall have the right to immediately terminate this Agreement by written notice to Publisher.

26. Severability If any term or part of this Agreement is found unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable. The remaining portions of this Agreement will remain in full force and effect.

27. Waiver No waiver by either party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof, or the exercise of any other right, remedy, power, or privilege.

28. Entire Agreement These Publisher Terms and any Related Documents, constitute the sole and entire Agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, proposals, negotiations, agreements, representations and warranties, both written and oral, regarding the subject matter.

29. Notices

29.1 All notices required or permitted to be given under this Agreement (“Notices”) shall be in writing, email is acceptable, reference the Agreement, and be addressed to: Soleo: Soleo Communications, Inc. 1255 University Ave. Suite 204 Rochester, NY 14607 Attention: Legal Department Publisher: E-mail to: [email protected] Notice shall be in writing and sent via email or written letter to the email address or physical address on file in the Publisher Account. Publisher agrees to notify Soleo of any changes to its email address or physical address.

29.2 All Notices shall be delivered by: (i) U.S. Mail, return receipt requested, (ii) a nationally recognized overnight delivery service, or (iii) e-mail, return receipt requested. Notices shall be deemed delivered when received, as evidenced by a proof of delivery receipt.

30. Governing Law and Venue

This Agreement shall be construed and enforced in accordance with the laws of the State of New York. All claims or actions of any kind, whether at law or in equity, that may arise out of or relate to this Agreement, must be brought in a court of competent jurisdiction in Monroe County, New York. The Parties hereby irrevocably consent to the jurisdiction of such courts and hereby waive any objection which they may now or hereafter have to the venue, including any defense of inconvenient forum. Any claim arising out of or related to this Agreement must be brought in the plaintiff’s individual capacity and not as a named plaintiff or class member in any class action or similar proceeding. The prevailing party will be entitled to recover its reasonable legal fees and costs.

31. Waiver of Jury Trial

Each party acknowledges that any claim that may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each party irrevocably and unconditionally waives any right it may have to a trial by jury with respect to any legal proceedings related to this Agreement, or any transactions contemplated herein.

32. Relationship of the Parties

Each party is an independent contractor under this Agreement and it is not the intention of either Party to undertake a joint venture or to make either party in any sense an agent, employee, or partner of the other. Neither party has the authority to enter into an agreement of any kind on behalf of the other party.

33. No Third-Party Beneficiaries

This Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

34. Successors and Assigns

This Agreement is binding on and inures to the benefit of each party’s permitted successors and assigns.

35. Survival

The provisions concerning prohibited activities, TCPA, CAN-SPAM, confidentiality, fees, indemnification, representations and warranties, limitation of liability, disclaimers of warranty, taxes, governing law, data protection and privacy, and any other provision which by its nature is intended to survive expiration or termination, shall survive the expiration or termination of this Agreement. PRIVACY AND DATA SECURITY ADDENDUM Publisher and any Subcontractors agree to comply with the terms of this Privacy and Data Security Addendum. Any failure to comply will be deemed a material breach of the Agreement.

1. Definitions Any definitions not listed in this Section shall have the meaning prescribed in the Publisher Terms of Service.

1.1. The terms “Business,” “Business Purpose”, “Consumer”, “Sell”, and “Service Provider” shall have the meanings ascribed to them in the California Consumer Privacy Act, Cal. Civ. Code § § 1798.100 et seq. (“CCPA”).

1.2. “Applicable Privacy Laws” means all state or federal laws, regulations, regulatory guidelines and judicial or administrative holdings or interpretations related to consumer privacy and data protection including, but not limited to, the CCPA, General Data Protection Regulation (“GDPR”), Health Insurance Portability and Accountability Act (“HIPAA”), and the Gramm-Leach Bliley Act (“GLBA”), as applicable to Publisher’s, sale of, access to, or processing of personal information whether in a role as a Business or Service Provider.

1.3. “Personal Information” means, in addition to any definition under Applicable Privacy Laws, 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 Consumer or household including, without limitation, the Leads and Lead Data.

1.4. “Process” or “Processing” means any activities which are performed with Personal Information or on sets of Personal Information, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, sale, or otherwise making available, alignment or combination, restriction, erasure or destruction. 2. Covered Business Publisher acknowledges and agrees that it is a Business as defined above, and as a result, its collection and Processing of any Consumer Personal Information shall be governed by all Applicable Privacy Laws. Publisher represents and warrants that its collection and Processing or Sale of Consumer Personal Information shall comply with all Applicable Privacy Laws.

3. Publisher Disclosures

3.1. Privacy Policy/Privacy Notice Publisher and any Subcontractors must include a privacy policy or privacy notice (the “Publisher Privacy Disclosures”) that complies with all Applicable Privacy Laws in a clear and conspicuous place on all Publisher Applications used to capture Leads or Lead Data. Publisher Privacy Disclosures shall be designed and presented in a way that is easy to read and understandable to the average person. The Publisher Privacy Disclosures shall: a) Use plain, straightforward language and avoid technical or legal jargon; b) Use a format that makes the policy readable, including on smaller screens and mobile devices; c) Include the following specific disclosures: i. A description of the Consumer’s rights with regard to the Applicable Privacy Laws, specifically the CCPA, with instructions for submitting verifiable requests, and the process that Publisher will use to verify such requests; ii. Categories of Personal Information collected by Publisher; iii. Categories of sources from which Personal Information is collected by Publisher; iv. The Business Purpose for such collection; v. Whether or not Publisher has sold any Personal Information in the preceding twelve (12) months, and, if so, the category of parties to whom it is being sold and the business or commercial purpose for the sale; vi. Whether or not Publisher has disclosed any Personal Information to Service Providers or third parties in the preceding twelve (12) months, and, if so, the categories of parties to whom it is being disclosed, and the business or commercial purpose for the disclosure; vii. Minimally, a toll-free number and online request form or portal for Consumers to submit any requests to inquire about and/or delete the Consumer’s Personal Information in Publisher’s possession; viii. Publisher’s contact information for questions or concerns regarding its policies and practices; and ix. The date that the policy was last updated; and d) Otherwise comply with Applicable Privacy Laws. 3.2. Right to Opt-Out Publisher shall also provide a clear and conspicuous link on any Publisher Application that is a webpage that reads, either: ‘Do Not Sell My Personal Information’ or ‘Do Not Sell My Info’. That link must allow Consumers to opt-out of the sale of their Personal Information. The notice of the right to opt-out shall be designed and presented to the Consumer in a way that is easy to read and understandable to an average person and shall: a) Describe the Consumer’s right to opt-out of the sale of her/his Personal Information by the business; b) Provide a webform by which the Consumer can submit her/his request to opt-out online; c) Use plain, straightforward language and avoid technical or legal jargon; and d) Otherwise comply with all Applicable Privacy Laws, specifically the CCPA. 4. Consumer Consent to Re-sell Personal Information Publisher represents and warrants that the Publisher Privacy Disclosures provide notice to the Consumer that third parties, such as Soleo, may be permitted to re-sell their Personal Information, including Leads and Lead Data, collected from Consumers, without obtaining any subsequent consent from those Consumers.

5. Publisher Consumer Requests Publisher shall immediately notify Soleo, in writing, of any requests received from Consumer whose information was provided to Soleo in connection with the Agreement, including any requests to: (a) disclose the categories or specific pieces of Personal Information collected, categories of sources from which the Personal Information was collected, categories of Personal Information that the business sold and/or the Business Purpose for the collection or sale of Personal Information; (b) access any Personal Information collected; and/or (c) delete any Personal Information collected. Publisher shall timely respond to any and all such requests, as required by Applicable Privacy Laws, and provide Soleo with a copy of each such response.

6. Assistance with Soleo Consumer Requests Publisher shall provide all assistance as is reasonably requested by Soleo to meet its obligations under any Applicable Privacy Laws to respond to any Consumer requests to exercise their rights by: (a) providing the requested Personal Information in a portable and readily useable format that allows the Consumer to transmit the information to another entity without hindrance; and (b) deleting all instances of Personal Information from Publisher’s records and systems as directed by Soleo. Such assistance shall be promptly provided within the deadline established by Soleo and shall be accompanied by a signed certificate attesting to Publisher’s compliance with this Section.

7. Indemnification In addition to the indemnification obligations under the Agreement, Publisher shall indemnify, defend, and hold harmless Soleo and its directors, officers, employees, shareholders, agents, successors and assigns from and against any and all actual or threatened suits, claims, actions, causes of actions, judgments, damages, liabilities, losses, costs and expenses, including, without limitation, court costs, litigation expenses and reasonable attorneys’ fees, arising out of or related to the breach of this Privacy and Data Security Addendum or any Applicable Privacy Law by Publisher or any Subcontractors. Damages for a breach of this Addendum and Publisher’s indemnification obligations set forth herein shall not be subject to any limitation of liability provision in the Agreement.

CONTACTING SOLEO

• For general questions or customer support please contact: [email protected].

• For questions about the Publisher Terms of Service or Privacy Policy please contact: [email protected].