PARTNER TERMS Effective Date: October 17, 2023 Introduction and Overview. These Partner Terms (“Partner Terms”), together with the Electronic Insertion Order(s) (as defined below) (together, the “Agreement”) govern your participation in the affiliate marketing program (“Program”) offered by you (“Advertiser”) and supported by Impact Radius, Inc. or any other designated affiliate network (the “Network”). Both this Agreement and separate terms made available elsewhere on the Network, including, without limitation, terms contained in any agreement between you and the Network, which may be referred to as the Master Campaign Agreement or any successor agreement, will apply to your use of the Network (“Additional Terms”). To the extent there is a conflict between these Partner Terms and any Electronic Insertion Order, or any other applicable Additional Terms, these Partner Terms will control unless expressly stated otherwise. Any capitalized term herein that is not defined shall have the same meaning as in the applicable Electronic Insertion Order or Master Campaign Agreement. By registering and/or participating in the Program, you agree to be bound by the terms and conditions of this Agreement. You also agree that the judgments and decisions of Advertiser with respect to the administration of the Program and other interpretation and application of this Agreement, including those relating to your approval to participate in the Program and your compliance with the requirements set forth herein, will be final and binding and made by Advertiser in its sole discretion. As used in this Agreement, "we", “us” and “our” refers to Advertiser, and "you" and “your” refers to the “Media Partner” as defined herein. DEFINITIONS “Action” means an action that is completed (e.g., End-User clicking on a Qualifying Link), as defined by Advertiser in the Electronic Insertion Order, which may entitle Media Partner to Payouts, if such Action meets all other qualifying parameters set out by Advertiser for Media Partner in their Network profile, in these Partner Terms, or the applicable Electronic Insertion Order. “Advertiser Marks” means Advertiser’s trademarks, trade names, service marks, logos and symbols. “Advertiser Products” means Advertiser products and services. “Advertiser Site” means any website owned and operated by Advertiser and designated by Advertiser as the destination for visitors clicking on a Qualifying Link. “Authorized Properties” means your owned and operated websites, mobile properties, social media pages, blogs, emails, and such other communications, media and channels that have been accepted and approved by Advertiser for participation in the Program, as set forth in any Electronic Insertion Order, your Network profile, or otherwise approved in writing. “Bonus Payout” means the bonus compensation as agreed-upon by Advertiser and Media Partner that may be earned by Media Partner every time Actions driven by Media Partner result in an agreed-upon number of Qualifying Referrals (i.e., orders or Leads) within such time period as may be designated by Advertiser. “Creative” means all artwork, copy, data, text, models, graphics, messages, tags, designs, photographs, images, logos and other audio and/or visual content and material provided by Advertiser for use by Media Partner in connection with the Program, and shall be understood to be the same as the “Creative” referenced in the Master Campaign Agreement. “Electronic Insertion Order” or “EIO” means the terms and conditions made available to Media Partner through the Network and identified as “Electronic Insertion Order,” which may include the specific regular commissions and other compensation offered by Advertiser used to calculate Payouts, transaction processing and payment timelines and schedules, the referral period applicable to a particular offer/engagement, and other details for engagements within the Program. “Lead” means an action that is completed, as defined by Advertiser as a Lead in the Insertion Order (e.g., email submission/registration). “Media Partner” means any company, website, blogger, person, or entity approved by Advertiser to participate in the Program via the Network or any other contractual relationship. “Media Partner Content” means certain visual, written, photographic, video or other creative or content created by you for the Program, which contains a Qualifying Link and may include Advertiser Marks and/or Creative. “Payout” means the commission-based compensation set forth in the Electronic Insertion Order that may be earned by Media Partners for Actions which qualify as Qualifying Referrals, as defined herein. “Qualifying Link” means a link to an Advertiser Site using the URL(s) or graphic link(s) available through the Network or otherwise provided by Advertiser that are intended to be used to link from an Authorized Property to the Advertiser Site for the Program. “Qualifying Referral” means the purchase of Advertiser Products or completion of such other action on an Advertiser Site, including a Lead, as specified in Section 4 of these Partner Terms and in the Electronic Insertion Order, in the time period and manner specified herein and in the Electronic Insertion Order, required to receive a Payout under the Program. Participation in the Program. Description of the Program. If you are approved to participate in the Program, you may, in a manner in compliance with this Agreement and any applicable Additional Terms, advertise and promote Advertiser and Advertiser Products, and display a Qualifying Link to an Advertiser Site in Media Partner Content, which you may post and/or distribute through Authorized Properties. You will be eligible to earn Payouts for referring visitors from the Authorized Properties to an Advertiser Site who click on the Qualifying Link which results in a Qualifying Referral within the time period specified in the Electronic Insertion Order and/or your Network Profile. The applicable Payout will be set forth in the Electronic Insertion Order and may be changed from time to time by Advertiser by posting and notifying you of a different Payout through the Network. Payouts shall be paid by Advertiser through the Network, as set forth in Section 4 below. Approval. Participation in the Program is subject to Advertiser’s approval, which may be revoked at any time. Prospective Media Partners must first submit an application to Advertiser through the Network in order to become an “approved” Media Partner eligible to post Qualifying Links to any Advertiser Site on the Authorized Properties and earn Payouts. After the application has been submitted, Advertiser will notify the prospective Media Partner through the Network whether or not it has been approved (approval is in Advertiser’s sole discretion). We may reject your application to enroll in the Program for any reason, including if we determine that your proposed channel is unsuitable for the Program for any reason (as further described below). Once approved to participate in the Program, you may use Qualifying Links, Creative, and the Advertiser Marks on Authorized Properties solely in connection with the Program, and subject to any restrictions set forth herein. Your participation in the Program is also subject to the terms and conditions set forth in the Electronic Insertion Order and other requirements communicated by Advertiser. Notwithstanding anything to the contrary herein, such Electronic Insertion Order terms and conditions shall be subject to change at any time at our discretion. Once communicated, such Electronic Insertion Order terms and conditions shall be deemed incorporated herein by reference. You may not be a Media Partner or otherwise participate in the Program if you are (i) an employee of Advertiser, (ii) a family member of an employee of Advertiser, (iii) an entity directly or indirectly owned or controlled by an employee or family member of Advertiser, (iv) a supplier of Advertiser, or (v) an advertising, promotion or fulfillment agency of Advertiser. Authorized Properties. If at any time Advertiser determines in its sole discretion that any of the Authorized Properties are unsuitable for the Program or that you are otherwise in breach of this Agreement, we may require that you terminate use of any Qualifying Links, Creative, and Advertiser Marks on the non-complying properties, or terminate your participation in the Program and/or this Agreement immediately. Unsuitable Media Partner properties include, but are not limited to, those that, in each case as determined by Advertiser in its sole discretion: Promote nudity, pornography, X-rated, sexually explicit, vulgar, or adult content and services (such as phone sex or escort services) or materials, or links from, or to any such content or materials; Promote gambling, the sale or use of tobacco products, alcohol products, or any illegal substances, or other illegal activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.; Promote investment, money-making opportunities or advice not permitted under law Are disparaging, defamatory or libelous or threaten physical harm to anyone; Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; Include racial, ethnic, political, hate-mongering or otherwise objectionable content; Promote violence, profanity, or contain hate speech; Are aesthetically unpleasing; Are primarily directed towards or intended for children under 13 years of age; Are non-US based or primarily serve a non-US based audience; Do not clearly and conspicuously provide an online privacy policy to its visitors; Misrepresent themselves as an Advertiser Site by using the “look and feel” or text from an Advertiser site; Includes “Advertiser” or any Advertiser Product names, or misspellings, variations, or portions thereof in their domain names; Excessively use pop-ups; Includes content that may conflict with or violate any law (including privacy or “spam” laws) or any intellectual property or other rights of any person or entity; Include content otherwise considered offensive, or containing questionable or controversial subject matter in Advertiser’s sole discretion; Require a username and password to access; Are unable to direct a reasonable amount of traffic by way of sales volume, clicks and page views to an Advertiser Site; Are under construction; Require downloads and/or knowingly download software to visitors’ computers; Link to or provide a portion of their commissions or Media Partner benefits to sites or organizations that violate any of the above criteria; Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, or surreptitiously intercept or expropriate any system, data, or personal information; Contain software or use technology that attempts to intercept, divert, or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website; or Are otherwise offensive or inappropriate All Authorized Properties used to post Qualifying Links must be listed in your approved Media Partner profile on the Network. You will provide Advertiser with information on how you are promoting Advertiser at our request. You shall be solely responsible for the development, operation and maintenance of each Authorized Property and for all materials that appear on each Authorized Property. WE DISCLAIM ALL LIABILITY FOR SUCH MATERIALS AND FOR THE AUTHORIZED PROPERTIES. Advertiser Creative. Advertiser will provide you with Creative which you should use in your promotional efforts. Any additional content you create to promote Advertiser Products as part of the Program should be consistent with the Creative and must comply with obligations and requirements of Media Partner set forth herein. All promotional materials will be submitted to Advertiser for Advertiser’s review, comment, and approval before such promotional materials are used (even if based solely on Advertiser’s Creative). You must make all changes requested by Advertiser to comply with applicable laws, rules, regulations, guidance, or industry best practices. Advertiser Rights. By accepting this Agreement, you hereby consent to Advertiser: (a) sending you emails, notifications, or other communications to you, through the Network or to any email address you provide to us or the Network, relating to the Program from time to time, (b) monitoring, recording, using, and disclosing information about your Authorized Properties and users and/or followers of your Authorized Properties that Advertiser obtains in connection with your display of Qualifying Links and Creative (for example, that a particular Advertiser customer clicked through a Qualifying Link from your Authorized Property before buying an Advertiser Product on the Advertiser Site) in accordance with Advertiser’s privacy policy, (c) auditing, reviewing, monitoring, crawling, and otherwise investigating your Authorized Property to verify compliance with this Agreement, and (d) using, reproducing, distributing, and displaying your implementation of Qualifying Links and Creative displayed on your Authorized Property, including as part of Media Partner Content, as examples of best practices in our educational materials. Upon request, you agree to supply Advertiser or its designee with specimens of your use of Qualifying Links, Advertiser Marks and Creative. You acknowledge and agree that Advertiser may at any time (directly or indirectly) solicit traffic on terms that may differ from those contained in this Agreement and (directly or indirectly) operate sites or applications that are similar to or compete with your Authorized Property(ies). Responsibilities of Media Partner. FTC Disclosure and Transparency Requirements You agree to comply with the U.S. Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising and all related laws, regulations and guidance (“FTC Guidelines”) governing or concerning your disclosure of a material connection with Advertiser or its affiliates. Accordingly, anytime that Media Partner Content references Advertiser Products and/or includes a Qualifying Link on an Authorized Channel, you agree without limitation: To clearly and conspicuously disclose your relationship with Advertiser and identify yourself as a paid affiliate of Advertiser everywhere a Qualifying Link appears (e.g., on any and all web pages, social media posts, blog posts, email communications etc., regardless of the Authorized Property). The following is example disclosure language. I get commissions for purchases or leads made through links in this [INSERT DESCRIPTION OF AUTHORIZED PROPERTY]. This is an affiliate link and I receive a commission from Skillshare for purchases or leads generated through this link. I am a Skillshare affiliate, which means I get a commission when you buy through my link. I am a participant in the Skillshare Affiliate Marketing Program, an affiliate marketing program that pays fees to affiliates that advertise and link to skillshare.com. The products advertised on this site are from Skillshare, from which [INSERT YOUR NAME] receives compensation. [If true, and only if the site/article/social post, includes products from multiple companies, add the following sentence: This compensation may impact how and where products appear on this [INSERT DESCRIPTION OF AUTHORIZED PROPERTY] (including, for example, the order in which they appear).] Although Advertiser does not require specific language to disclose a material connection, we do prohibit certain hashtags and other disclosure practices specifically found by the FTC to be insufficient. The following examples are not sufficient disclosures for paid affiliates: Simply stating “affiliate link” or “these are affiliate links” or similar variations Use of #affiliatelink Ensure that each such disclosure made pursuant to Section 3.A.i hereunder shall be prominently placed in close proximity to the references to any Qualifying Link and shall appear on each page, post or communication containing a reference to Advertiser Products and/or Qualifying Link. Not to make any false, misleading or deceptive statements about Advertiser or Advertiser Products. You should only make factual statements about Advertiser or Advertiser Product characteristics or quality which you know for certain are true and can be verified. That your statements and content will always be original to you and reflect your honest, truthful and factual opinions and actual experiences that are verifiable. You will not make product or service performance or attribute claims, or pricing claims, about Advertiser Products without prior written approval of Advertiser in each instance. In the event that Media Partner has breached his or her obligations under this Section 3.A., Advertiser may immediately terminate this Agreement and withhold any Payouts earned hereunder, and may immediately suspend or terminate Media Partner from the Program. FTC Guidelines, including hashtag and disclaimer requirements are subject to change over time and it is your responsibility to review and comply with current guidelines. You can find additional information regarding your disclosure obligations here: FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising - https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf The FTC's Endorsement Guides: What People are Asking - https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking Other Media Partner Responsibilities All Media Partner Content promoting Advertiser Products and incorporating a Qualifying Link shall be in good taste and free of inappropriate language and/or any content which is (or promote activities which are) sexually explicit, obscene, pornographic, violent, discriminatory (based on race, sex, religion, natural origin, physical disability, sexual orientation or age), illegal, offensive, threatening, profane, or harassing, or otherwise unsuitable content as determined by Advertiser in its sole discretion. Media Partner Content must not violate or infringe any intellectual property rights of third parties. Media Partner Content shall not incorporate or prominently display any third-party brands or trademarks other than that of Advertiser without Advertiser’s prior permission. You shall comply with all applicable laws, rules and regulations, as well as the terms, conditions, guidelines and policies of any social media platform, service or other Authorized Properties that you use to perform the affiliate services as part of with the Program (including, without limitation, the Facebook/Instagram “Branded Content Policies”). You shall not imply more of a relationship between yourself and Advertiser than what is created by your participation in the Program. For example, you may not hold yourself out as an employee or authorized representative of Advertiser. You shall not modify or alter any Advertiser Site in any way, or make any representations, either express or implied, or create an appearance that a visitor to an Authorized Property is visiting an Advertiser Site (e.g. “framing an Advertiser Site). You shall not scrape or spider an Advertiser Site for content (e.g. text, logos, or images) unless you have Advertiser’s express written consent. You shall not use Advertiser Marks or Advertiser Product names, or any variations, misspellings or portions thereof in domain names of Authorized Properties, unless expressly and explicitly authorized by Advertiser in writing. You must respect the wishes of the recipients of your communications about Advertiser. For example, you may not continue to send messages about Advertiser to recipients who have indicated that they no longer wish to receive them. You shall not induce persons to click on Creative based on financial incentives (e.g. rewards programs) without the prior written approval of Advertiser. You shall not change the Creative, which may include Advertiser Marks, without the express prior written consent of Advertiser. You may not distribute, license, resell, or otherwise use Qualifying Links or Advertiser Creative unless authorized through Advertiser’s Information Page on the Network or by Advertiser’s written permission. You shall not serve Creative, or drive traffic to such Creative, using any downloadable applications or automated process without the prior written approval of Advertiser, including such things as mobile applications, desktop applications, browser plugins and/or toolbars, ActiveX, Java, or JavaScript programs. You shall not send any incentivized traffic in any way, including offering monetary rewards, points, prizes, sweepstakes, etc. to visitors for clicking on Qualifying Links or completing Qualifying Referrals without Advertiser’s written permission. You shall not launch any campaign without approval from Advertiser provided through the Network or otherwise in writing. If you or one of your Authorized Properties donates any portion of your Payouts to any school, foundation or other charitable organization, you may not state or imply that Advertiser endorses such activities or is responsible in any way for the inclusion and donation of funds to any of the schools, foundations or charities associated with you or your Authorized Properties without express written consent from Advertiser. The following methods of generating visitor interest in Creative are prohibited and may be grounds for immediate termination, in addition to other remedies available to Advertiser: mailing e-mails to anyone who has indicated that they do not want to receive marketing emails from you or Advertiser (i.e., spamming); use of unsolicited e-mail or inappropriate newsgroup postings to promote the Creative; autospawning of browsers; or automatic redirecting of visitors; blind text links; misleading links, forced clicks (a person should never be ‘forced’ to click on a Creative because their browser has been hijacked, or because a Creative has been altered so that it is impossible to close without clicking it); or any other method that may lead to artificially high numbers of delivered clicks. You may not, without Advertiser’s prior written authorization, use paid search, including to bid on or purchase keywords from search engine service providers, in order to drive traffic to Creative or Advertiser Sites, including, but not limited to purchasing non-brand keywords related to Advertiser’s product category, and/or brand keywords that include the Advertiser Marks, Advertiser Product names, and related properties including [INSERT ADVERTISER DOMAIN NAME], or variations, misspellings or any portions of the foregoing, or purchasing online advertising inventory for purposes of running advertisements that include brand or category-related keywords, Advertiser Marks or Advertiser Product names on websites or within e-mails. You may not promote Advertiser Products, or use Qualifying Links, Advertiser Marks, or Advertiser Product names, on websites other than the Authorized Properties, including any websites that you do not own (e.g., on Google Product search, Amazon, eBay, or any comparison shopping engines such as Shopzilla or Pricegabber). You may not personally make purchases or generate leads using your own Qualifying Links and expect Payouts. Advertiser understands that you may use “tracking and reporting” technologies to collect visitors’ anonymous online behavior, preferences, and other activity that is customarily tracked from visitors to your Authorized Properties, which may include, technologies designed to collect, track, store or classify aggregate and/or anonymous user data, movements or preferences; provided that you represent, warrant and covenant that you will use such technologies in accordance with the terms of the privacy policy posted on the applicable Authorized Property and all applicable laws rules, regulations, guidance and industry best practices. You agree you will not use any such information, either collected by you or any Authorized Property or otherwise derived from any such collection to identify or target any user as a Advertiser customer or as otherwise connected to Advertiser or this Agreement. You recognize that a breach of these conditions could result in immediate, extraordinary and irreparable damage to Advertiser, and that damages may be difficult to measure. Email Marketing Communications If approved in writing by Advertiser, you may use e-mail to promote Advertiser Products with a Qualifying Link, and in such event, you must comply with The Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM”). As the “designated sender” of the email, within the applicable timeframes designated by CAN-SPAM and on an ongoing basis, you must scrub your proposed list of recipients against your do-not-email list to ensure that you do not send the email to any recipients who have previously opted-out of receiving commercial email from you. In addition, the content of any e-mail or other communications used by Media Partner: (a) shall be subject to the approval of Advertiser, in its sole discretion (b) must use local click through/redirect URLs that link immediately to Media Partner’s server from which the user is redirected to the Advertiser Site, and (c) comply with the following requirements: Subject line should be pertinent to the promotions contained within the e-mail From line should identify Media Partner only E-mail must include Media Partner content (i.e., content promoting Media Partner, Media Partner’s website, or Media Partner’s own goods and services) as well as content promoting Advertiser E-mail should include correct Qualifying Link E-mail must include a functioning opt-out link for recipients to opt-out of receiving future commercial email from Media Partner and opt-out language E-mail should be framed in sender’s e-mail template so as to clearly indicate that the e-mail was not sent from Advertiser Media Partner must send test e-mail for approval to marketing representative at Advertiser Note: if Media Partner launches program without receipt of an approved test, Advertiser reserves the right to stop the program Media Partner WILL NOT spam or send unsolicited email mentioning or promoting the Program, Advertiser or Advertiser Products. You warrant and agree to comply with all laws and regulations applicable to the sending of any email communications in connection with the Program, including the CAN-SPAM Act, privacy laws, and data security standards consistent with the industry, and shall indemnify Advertiser for any claims resulting from your failure to do so. Qualifying Links. You are responsible for notifying us and the Network of any malfunctions of the Qualifying Links or other problems with your participation in the Program in accordance with the terms of this Agreement. You shall not modify or change any of the Qualifying Links, including by redirecting links to hide or manipulate their original source, or direct-linking, e.g., using Qualifying Links as the destination URL in any paid advertisement. Only valid Qualifying Links generated by the Network will be tracked for purposes of determining the Payouts that you may be eligible to receive on Qualifying Referrals. The position, prominence, location(s) and overall appearance of Qualifying Links on any Authorized Properties shall comply with any requirements as specified in the Electronic Insertion Order, these Partner Terms or otherwise determined by Advertiser in its sole discretion. You shall refrain from hardcoding or any other provision or treatment of the Qualifying Links, including without limitation preventing them from dynamic system updating. You shall refrain from stripping impression tags from Qualifying Links. You shall not post your Qualifying Links on any Advertiser owned platforms or social media pages. You must include the Shared ID provided by Advertiser (which identifies the Authorized Property) in the URL of each Qualifying Link. You must include/disclose the referral source for all traffic resulting in Qualifying Referrals triggering Payouts. Payouts shall only be paid if resulting from proper use of Qualifying Links as expressly provided herein, and any Media Partner who violates this provision shall be deemed in breach of this Agreement, and may be removed from the Program in the sole discretion of Advertiser. Promotion Codes, Coupons, and Offer Messaging. You are only allowed to use Advertiser promotion codes that are communicated specifically to you via the Network on behalf of Advertiser. If you use Advertiser promotion codes from other sources, Advertiser may recover Payouts resulting from the use of those codes. Any coupons provided for use in your promotion of Advertiser Products must be displayed in their entirety with the full offer, offer exclusions or disclaimer text, valid expiration date and code. The terms of any offers (e.g., special instructions, exceptions, dates valid) you are authorized to promote will be posted on the Network’s site or otherwise communicated to you. You may not promote an offer prior to the start dates indicated in such offer terms without written consent of Advertiser. Early promotion may result in immediate removal and termination from the Program. At any time, Advertiser may, with or without notice, change, suspend, or discontinue any aspect of a particular offer or remove, alter, or modify any graphic or banner ad provided to you pursuant to an offer. You agree to promptly implement any request from Advertiser to remove, alter or modify any graphic or banner ad posted on one of your Authorized Properties. Payment Terms. Payouts. Subject to Section 4.B below and the terms of Schedule 1 of the Master Campaign Agreement (as applicable), Advertiser agrees to pay you the Payouts set forth in the Electronic Insertion Order for each Qualifying Referral, provided that the customer (i) must have purchased Advertiser Products and/or completed a Lead by accessing the Advertiser Site directly via a Qualifying Link from one of your Authorized Properties; and (ii) must have clicked the Qualifying Link to the Advertiser Site and purchased Advertiser Products or completed a Lead during the designated time period specified in the Electronic Insertion Order (i.e., the “Referral Window” or similarly labeled period of time), provided that it was the last Qualifying Link to the Advertiser Site that the customer clicked during that same time period (i.e., “Last Click” attribution). Subject to Section 4.B below, Advertiser further agrees to pay you, as applicable, any Bonus Payouts agreed between you and Advertiser, or Network on behalf of the Advertiser. All determinations of Qualifying Links, Actions, and Qualifying Referrals (including Leads), and whether a Payout or Bonus Payout is payable, will be made by Advertiser in its sole discretion. Right to Withhold Payment. Advertiser reserves the right to withhold payment for Qualifying Referrals in the event of any of the following circumstances, in addition to those set forth in Schedule 1 of the Master Campaign Agreement: (a) verified product/service returns or cancellations, or disputed charges; (b) purchases made with the intent to resell; (c) duplicate entry or other clear error; (d) non-bona fide transactions (e.g., promoting Advertiser in a way that misleads a customer and/or causes transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, iframes, or hidden frames, or Media Partner making purchases using its own Qualifying Links, or Qualifying Referrals that Advertiser suspects to be made with intent to resell and/or produce sales or actions that are made through fraudulent or illegal means); (e) another failure by Media Partner to comply with the Electronic Insertion Order, or Partner Terms; (f) with respect to a Qualifying Referral, non-receipt of payment from, or refund of payment to, the customer; or (g) the Media Partner is not the last entity to refer such customer to Advertiser before a transaction is completed. Advertiser uses Forensiq for traffic verification. Any action (conversion, sale, lead, install) that receives invalid-traffic or attribution fraud scoring pursuant to the Forensiq technology will be deemed a non-payable event resulting in reversal of the pending action(s), a make-good requirement (if already paid out), and/or is grounds for termination of the partner relationship (in Advertiser's sole discretion). Payout Schedule We will pay the Payouts as designated in the Payout Scheduling section of the applicable Electronic Insertion Order. The Network will send you a check or effect a direct deposit or otherwise, as selected by you from the Payout options available by the Network for the Payouts you have earned that were tracked during the applicable period, less any amounts properly withheld during the applicable period. Bonus Payouts shall be paid by the Network via the Payout option you have selected, as they are earned, and in accordance with such payment schedule as shall be designated by Advertiser and communicated by the Network. Order Processing, Tracking, and Reporting; Purchase Policies and Pricing Advertiser shall have the sole right and responsibility for processing all transactions made by customers on an Advertiser Site. You acknowledge that internet tracking services that may be used are subject to factors beyond Advertiser’s reasonable control that may cause discrepancies in matching Qualifying Links to Qualifying Referrals. For example, we are currently unable to track transactions involving customers with browsers set to disable “cookies” and who browse other websites owned or operated by other media partners before completing their purchase on an Advertiser Site. You acknowledge that such discrepancies will not constitute a breach of this Agreement and you will have no recourse for damages suffered as a result of such discrepancies. To permit accurate tracking, reporting and fee accrual, you must ensure that the links between any Authorized Properties and the Advertiser Site are properly formatted. Advertiser will not be responsible for improperly formatted links regardless of whether you have made amendments to the code or not. Reports summarizing this activity will be available to you through the Network. The form, content and frequency of the reports are limited to those reports and capabilities available through the Network and may vary from time to time in our and/or the Network’s reasonable discretion. Advertiser is not responsible for any changes that the Network may make in reporting format or timing or in the types of reports available. If you believe an Action did not track, you may create an Action inquiry to provide the missing order details to Advertiser for review. By passing an order ID to Advertiser, you are asking Advertiser to verify the order ID and credit your account if the Action failed to track. This process is limited to Actions which have occurred within the Action Locking period specified in the applicable Electronic Insertion Order, and orders falling outside of the Locking period will not be considered valid. See the applicable Electronic Insertion Order for Action Locking Period deadlines. You acknowledge that all agreements relating to Advertiser Products purchased through the Program shall be between Advertiser and its customers. Customers who purchase products and services through this Program will be deemed to be customers of Advertiser. Accordingly, all Advertiser rules, policies, and operating procedures will apply to any transactions or relationships resulting from the Program. Advertiser may change its policies and operating procedures at any time. Advertiser will determine the prices to be charged for Advertiser Products sold under the Program in accordance with its own pricing policies. Product prices and availability may vary from time to time. You agree not to include the prices of Advertiser Products in any Media Partner Content unless it is provided to you through the Network and authorized for your use in connection with a particular engagement, or unless expressly authorized in writing by Advertiser. Advertiser will use commercially reasonable efforts to present accurate information, but cannot guarantee the availability or price of any particular Advertiser Product or the error‐free or uninterrupted operation of any Advertiser Site or the Network’s platform. As between you and Advertiser, Advertiser will own all right, title and interest (including all intellectual property rights) in and to all information that is created or collected in connection with this Agreement, including, without limitation, (a) any contact information collected from any customer who visits an Advertiser Site from a Qualifying Link and (b) any information regarding click-through rates or product(s) purchased by such customers on an Advertiser Site (“Sales Information”). Confidentiality. You acknowledge and agree that it is imperative that all Confidential Information of Advertiser remains confidential. As used in this Agreement, “Confidential Information” means all non-public, confidential and proprietary information concerning Advertiser and its products and services, including, without limitation, (i) Advertiser’s business plans, drafts, schemes, marketing and advertising plans, proposals, data, research, information, and all written correspondence or documentation related thereto; (ii) all materials provided to you by Advertiser, whether directly or indirectly, including through the Network; (iii) all information regarding Advertiser’s internal business and marketing plans; (iv) the provisions of this Agreement; and (v) any other information that (a) is furnished or made available to you by Advertiser in the course of your participation in the Program hereunder; or (b) any information you derive from any of the foregoing. Confidential Information shall not include information (a) already lawfully known to or independently developed by you, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third-party. All Sales Information is Advertiser’s Confidential Information. During and after the Term, you agree (i) not to disclose or use, or allow anyone else to use, any Confidential Information for any purpose, other than in connection with your participation in the Program in accordance with the terms of this Agreement and any other applicable Additional Terms; and (ii) not to make, or allow anyone else to make, copies of any Confidential Information, except as Advertiser may agree in advance in writing. If you are compelled to disclose any Confidential Information by law, you agree to give prior written notice to Advertiser, so Advertiser may seek a protective order at its option. Upon any termination or expiration of the Agreement and/or your participation in the Program, upon Advertiser’s written request, you shall return to Advertiser or destroy (at Advertiser’s option) any Confidential Information in your possession. You agree not to issue any press release or public announcement, distribute any marketing or promotional materials or otherwise make any public statements or communications to third parties regarding any such Confidential Information, this Agreement or your participation in the Program without Advertiser’s prior written consent. Applicable Law and Venue; Dispute Resolution. PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS A CLASS ACTION WAIVER AND WAIVER OF JURY TRIAL. Applicable Law and Venue. This Agreement is made in the State of New York and shall be construed and interpreted in accordance with the internal laws of New York, applicable to contracts made and performed entirely therein. Media Partner agrees and consents that jurisdiction and venue of all matters relating to this Agreement shall be vested exclusively in the Federal, state and local courts within the Borough of Manhattan, New York, New York. Waiver of Class Actions. You waive any right to pursue an action on a class-wide basis against us and may only resolve disputes with us on an individual basis, and may not bring a claim against us as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. Term and Termination. Your participation in the Program shall commence upon your indication that you have accepted an Electronic Insertion Order via the Network portal and shall continue until terminated in accordance with the terms of this Agreement. Advertiser may terminate your participation in the Program or this Agreement at any time, for any reason, immediately upon written notice of such termination to you. Notwithstanding the aforementioned, Advertiser shall be entitled to terminate your participation in the Program or this Agreement immediately if you materially breach or violate any terms or conditions of this Agreement, or in the event of legal or regulatory changes. Termination of this Agreement shall also terminate your participation in the Program. All rights to causes of action and any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement. However, in the case of your breach of this Agreement, Advertiser reserves the right to withhold any outstanding payments and pursue further action against to recover additional monetary damages resulting from your breach of this Agreement and failure to comply with the terms herein. Advertiser reserves the right to terminate the Program at any time. Upon termination of the Program or this Agreement for any reason, (a) Advertiser shall have no further liability or obligation to you other than obligations due at the effective date of termination, and (b) you will immediately cease use of, and remove from Authorized Properties, all Qualifying Links, Creative, and Advertiser Marks, and any other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You agree to return to Advertiser, upon its request, any and all documents or other media embodying Advertiser’s image, marks, or other intellectual property, and you agree that you will not (a) use the Advertiser name, or any variation thereof, in any manner not expressly authorized by us; (b) create, publish or distribute any materials, written or verbal, that make reference to Advertiser or any individual within Advertiser, without first submitting such material to us and receiving our prior written consent, which we may withhold in our sole discretion; or (c) use the Advertiser name to disparage Advertiser, Advertiser Products, or in a manner that, in our sole judgment, may diminish or otherwise damage the goodwill in Advertiser’s name, intellectual property, and/or Advertiser Products. Intellectual Property License. Subject to the terms and conditions of this Agreement, Advertiser hereby grants you a nonexclusive, nontransferable, revocable, limited license, during the term of this Agreement only, to reproduce and display the Advertiser Marks and any Creative made available through the Network, for the sole purpose of advertising and generating sales of Advertiser’s Products in connection with the use of a Qualifying Link from an Authorized Property to an Advertiser Site pursuant to this Agreement. Except as otherwise explicitly set forth herein, neither party shall use the other party’s trade names, trademarks, service marks, logos, or symbols, nor any adaptation or variation thereof, in any manner whatsoever, without the other party’s express prior written consent. All such uses shall be subject to the other party’s approval, shall inure solely to the benefit of the other party and shall give the other party no rights whatsoever in such intellectual property of the other party. Representations And Warranties. You represent and warrant that (a) you have the authority to participate in the Program and enter into this Agreement and sufficient rights to grant any licenses expressed herein, (b) you shall, in the performance of all of your rights and obligations under this Agreement, comply with all applicable laws, rules, and regulations, including by way of example and not limitation, comply with those laws regarding unfair competition, anti-discrimination, consumer financial protection and false advertising, and take no action or make any omission that would cause Advertiser to fail to comply with, as applicable, the Telephone Consumer Protection Act (“TCPA”), the FTC Guidelines, or and CAN-SPAM Act and (c) any material which is provided to Advertiser by or on behalf of you, or displayed on an Authorized Property or any communication containing Qualifying Links or any other Advertiser Products (including Media Partner Content, but exclusive of any Advertiser Marks and Creative approved for your use), will not (i) infringe on any third party's copyright, patent, trademark, trade secret, or other proprietary rights or right of publicity or privacy; (ii) be defamatory or libelous; (iii) be lewd, pornographic, or obscene; (iv) violate any laws, including those regarding unfair competition, antidiscrimination, consumer financial protection or false advertising; (v) promote violence or contain hate speech; (vi) promote discrimination, based on race, age, sex, religion, nationality, sexual orientation, or disability; or (vii) contain viruses, trojan horses, worms, time bombs, cancelbots, or other similarly harmful or deleterious programming routines. ADVERTISER MAKES NO REPRESENTATIONS OR WARRANTIES TO YOU, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ADVERTISER MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS OR SERVICES SOLD THROUGH THE PROGRAM, OR THAT ANY ADVERTISER SITE, PROGRAM SITE IF APPLICABLE, OR NETWORK SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND ADVERTISER WILL NOT BE RESPONSIBLE FOR CONSEQUENCES OR ANY INTERRUPTIONS OR ERRORS. Indemnification. You agree to defend, indemnify and hold harmless Advertiser, and its directors, officers, employees, agents, assigns, distributors, and licensees harmless from and against all third-party demands, claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees and expenses) arising from or relating to any of the following: (i) your breach of this Agreement, including the representations and warranties herein, or failure to comply with any of the terms hereunder; (ii) any negligent act or omission by you or your employees, affiliates, agents, and/or contractors; (iii) any misrepresentation made by you; (iv) any claim related to an Authorized Property, including, without limitation, all content therein not contributed directly by Advertiser; (v) your use and/or modification of any of the services or materials, including Qualifying Links, Creative or Advertiser Marks, provided by us or Network in connection with this Agreement; and (vi) your violation of any law, rule, or other applicable regulatory requirement. Advertiser reserves the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with Advertiser’s defense of any claim. You will not in any event settle any claim without the prior written consent of Advertiser. This provision does not require you to indemnify us for any unconscionable commercial practice by us or for our fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with your participation in the Program. Limitations of Our Liability. IN NO EVENT SHALL ADVERTISER BE LIABLE FOR PUNITIVE, CONSEQUENTIAL, SPECIAL, EXEMPLARY, ENHANCED, OR TREBLED DAMAGES, ARISING FROM ANY DISPUTE, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE RELATIONSHIP BETWEEN THE PARTIES WHETHER SUCH DAMAGES ARE CLAIMED FOR BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER TORT CLAIM. FURTHER, ADVERTISER’S AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE PROGRAM WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS HEREIN DO NOT EXCLUDE ANY PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS, DAMAGES ASSOCIATED WITH PERSONAL INJURY OR RESULTING FROM ADVERTISER INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS NEGLIGENCE. Waiver of Injunctive or other Equitable Relief. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CREATIVE, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY ADVERTISER OR A LICENSOR OF ADVERTISER. Modification of Terms. Advertiser may modify any of the terms and conditions contained in this Agreement, which includes, for the sake of clarity, the Partner Terms and the Electronic Insertion Order, at any time and in its sole discretion, by posting a change notice or updated Partner Terms or Electronic Insertion Orders on the Network or otherwise communicating such change to you. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures or Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT AND YOU MUST IMMEDIATELY CEASE ALL USES OF ANY ADVERTISER ASSETS, INFORMATION AND MARKS PROVIDED TO YOU IN CONNECTION WITH THE PROGRAM ALONG WITH ANY LINKS TO ANY ADVERTISER SITE. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE NETWORK WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. General Provisions. Severability; Interpretation; Assignment. The provisions of this Agreement are severable. If any provision of this Agreement or the application thereof to any person or circumstance, shall be deemed invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect the other provisions of this Agreement that can be given effect. This Agreement shall be deemed a mutual agreement and shall not be construed and/or interpreted in favor or against either party on the basis of preparation of the full Agreement. All references to “including” (or any correlative term) mean “including without limitation”. The summaries of provisions and section headings are provided for convenience only and shall not limit the full Agreement. Advertiser may assign its rights and obligations under this Agreement, in whole or in part, to any party at any time without any notice. This Agreement and any applicable Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Advertiser. Remedies. The rights and remedies of Advertiser are not mutually exclusive; that is, the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof. You acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be unenforceable by specific performance, injunction, or other equitable remedy. Notices. If the Notice is to you, it shall be addressed to the electronic or postal address you have provided to the Network. If Notice is to Advertiser, it shall be addressed and sent to 215 Park Avenue South, 11th Floor, New York, NY 10003, Attention: General Counsel with a copy via email to legal@skillshare.com. The effective date of such Notice shall be deemed to be the date upon which any such Notice is delivered to the addressee. You shall promptly provide Advertiser with a valid telephone number and e-mail address, and any changes thereto. No Agency. You and Advertiser are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on Advertiser’s behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. Binding Nature. This Agreement shall be binding upon Media Partner and its successors, heirs, guardians, representatives and executors. Survival. The provisions of this Agreement, and any applicable Additional Terms, which by their nature should survive termination of your participation in the Program, including sections on Confidentiality, Applicable Law and Venue; Dispute Resolution, Representations and Warranties, Limitations of Our Liability, Indemnification, Waiver of Injunctive or Other Equitable Relief, Modification of Terms, and General Provisions, will survive. Complete Agreement; No Waiver. This Agreement reflects our complete agreement regarding the Program and supersedes any prior agreements, representations, warranties, assurances or discussion related to the Program. Except as expressly set forth in this Agreement, (i) no failure or delay by you or Advertiser in exercising any of the rights, powers, or remedies under this Agreement will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of this Agreement will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced. Investigations; Cooperation with Law Enforcement. Advertiser reserves the right to investigate and prosecute any suspected breaches of this Agreement or the Program. Advertiser may disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.