Publisher Terms

General Provisions

The parties acknowledge and agree that this Insertion Order shall be governed by the Interactive Advertising Bureau's Standard Terms and Conditions Version 3.0 ("Terms and Conditions"), as amended or replaced from time to time. The Terms and Conditions may be found at https://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf. All terms and meanings not expressly defined in this Insertion Order shall have the meaning described in the Terms and Conditions. Any capitalized terms used but not defined in the Terms and Conditions shall have the meaning described in this Insertion Order.

In the event of any inconsistency or conflict between the terms of this Insertion Order and the Terms and Conditions (collectively, the "Agreement"), this Insertion Order shall prevail. No modification of this Insertion Order shall be binding unless in writing and signed by both Parties. If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect. All rights and remedies hereunder are cumulative.

Intellectual Property Rights

1.1. Advertiser Content

Advertiser Content, including all pre-existing trademarks and copyright material, shall remain the sole property of Advertiser, and Advertiser shall be the sole owner of all rights in connection therewith. Advertiser hereby grants to Media Company the non-exclusive, non-transferable license to use and reproduce Advertiser Content solely in connection with Media Company's performance of the services and the production of the Deliverables.

1.2. Media Company Materials

In performing the services and providing the Deliverables, Media Company may use, without limitation, any of its property including hardware, software, proprietary products, confidential information, and trade secrets ("Media Company Materials"). Such property will remain the property of Media Company and the Advertiser shall acquire no right or interest in it. Notwithstanding the foregoing, to the extent that any Media Company Materials are incorporated into the Deliverables, Media Company grants to Advertiser a non-exclusive and non-transferable right and license to use, copy, and distribute such Media Company Materials, only as incorporated into the Deliverables and not independently.

1.3. Ownership of Deliverables

Subject to full payment of all fees, applicable costs and expenses due under this Agreement, Media Company agrees that the research results, work product and data contained in the Deliverables shall be the exclusive property of the Advertiser and Media Company may not use the data for any purpose or with any other party.

Representations and Warranties; Limitations of Liability

2.1. Mutual Representations

Each party warrants and represents that it has full power and authority to enter into this Agreement and grant the licenses granted herein. Each party warrants and represents that it shall comply with all applicable laws, rules, and regulations in its performance hereunder.

2.2. Media Company Representations

Media Company further represents and warrants that all services performed and Deliverables do not infringe upon the rights of any third party, including intellectual property rights, and that Media Company has all rights necessary to grant the license to the Media Company Materials. Advertiser's use of the Media Company Materials as allowed herein does not infringe upon the rights of any third party, including intellectual property rights.

2.3. Disclaimer

Each party on behalf of itself and its affiliates disclaims all implied warranties, including without limitation for non-infringement, satisfactory quality, any service/campaign results, merchantability, and fitness for any purpose.

Payment Terms

3.1. Rates

Advertiser will pay Media Company for each Payable Event at the rates set forth in the IO.

3.2. Invoices

All invoices are payable on a net thirty (30) basis, subject to any deductions, reversals, or chargebacks permitted under this Agreement and the applicable Insertion Order.

3.3. Measurement and Attribution

Installs and Payable Events will be measured and attributed using the tracking, attribution model, attribution window(s), and reporting platform specified in the IO (the "Measurement Platform"). The Measurement Platform reporting will serve as the system of record for billing, subject to the provisions of this Section and the IO.

3.4. Definitions

"Install" means a first-time download and first open of the App as recorded by the Measurement Platform within the attribution window(s) set forth in the IO.

"Valid Install" means an Install that:

• (i) is attributable to Media Company under the agreed measurement method and within the attribution window(s) set in the IO;
• (ii) is not duplicate;
• (iii) does not result from Invalid Activity;
• (iv) complies with all campaign instructions, approved traffic sources, and any caps/pacing limits in the IO; and
• (v) otherwise meets all requirements under this Agreement and the IO.

"Payable Event" means an in-app action (in addition to an Install) expressly identified as payable in the IO (e.g., registration, subscription start, trial/free trial, purchase, level completion), and will be payable only if it:

• (a) occurs within the event window/attribution terms set in the IO;
• (b) is completed by a user attributable to Media Company under the agreed measurement method;
• (c) is not duplicate, reversed, refunded, charged back, or otherwise invalid under the IO;
• (d) is not generated by any prohibited or Invalid Activity; and
• (e) meets all other requirements under this Agreement and the IO.

"Invalid Activity" includes any fraudulent, misleading, manipulated, incentivized (unless expressly approved in writing), automated, or otherwise non-genuine traffic or activity, and any Install or Payable Event that fails to satisfy the requirements of a Valid Install or Payable Event.

3.5. Invalid Activity

Invalid Activity includes, without limitation:

• (a) Attribution Theft or Manipulation — Click spamming/click flooding; click injection; click spoofing; referrer hijacking or manipulation; postback hijacking; fingerprinting or probabilistic matching abuse outside the agreed measurement method; and attribution laundering.
• (b) Fake or Non-Genuine Installs/Events — SDK spoofing/install spoofing; event spoofing; bot-driven installs or event completion; emulators/virtual devices; device farms; reset-ID/reinstall farming; auto-clicking/click hijacking; duplicate event replay; session spoofing/retention faking; and time-to-event anomalies inconsistent with normal user behavior.
• (c) Purchase and Revenue Manipulation — Fake purchase/revenue events; transactions or events without required store-side or server-side validation; use of stolen credit cards; and refund/chargeback abuse.
• (d) Inventory/Source and Compliance Violations — Misrepresented inventory; unauthorized sources; undisclosed sub-affiliates or traffic reselling; proxy/VPN masking or location spoofing; ad stacking/hidden ads/invisible placements; cloaking, link farms, hidden text, spam, or similar prohibited methods; and exceeding predetermined caps or pacing limits.

3.6. AppsFlyer Protect360

Any click, Install, or Payable Event that Protect360 identifies as blocked, rejected, or fraudulent will be deemed Invalid Activity and will not be payable. This includes, without limitation: click flooding, CTIT anomalies/short CTIT, referrer hijacking, click clusters, bots/fake device parameters, device emulators, device farms, store validation failures, in-app store validation failures, and validation-rule rejections.

3.7. Chargebacks

Advertiser may charge back any amounts paid or payable for any Install or Payable Event that does not qualify as a Valid Install or Payable Event under this Agreement, including but not limited to any Install or Payable Event that:

1. constitutes or results from Invalid Activity as defined in Sections 3.4 and 3.5;
2. is identified as blocked, rejected, or fraudulent by AppsFlyer Protect360;
3. fails to satisfy any requirement of a Valid Install (Section 3.4) or Payable Event (Section 3.4), including but not limited to attribution, deduplication, compliance with campaign instructions, approved traffic sources, and caps/pacing limits;
4. is generated by means of any device, program, robot, or automated mechanism;
5. is generated using stolen credit cards or fraudulent payment methods;
6. is manually created in bad faith by a third-party publisher or sub-ID with the intent to artificially inflate commissions;
7. is duplicate;
8. is reversed, refunded, or charged back by the end user or payment processor; or
9. otherwise fails to meet the requirements of this Agreement or the IO.

Chargebacks under this Section are cumulative and may be applied retroactively to any billing period. Advertiser may offset chargeback amounts against any current or future amounts payable to Media Company under this Agreement or any other IO between the Parties.

3.8. Media Company Obligations

Media Company is responsible for ensuring accurate implementation and coding of tracking links and/or integrations, for providing accurate sub-IDs and other requested campaign parameters, and for complying with all campaign instructions and IO requirements (including approved traffic sources and caps).

3.9. Final Determination

Advertiser's reasonable determination of whether a Payable Event is valid, payable, or subject to rejection or chargeback will be final and binding for billing purposes.

Applicable Law and Dispute Resolution

4.1. Governing Law and Severability

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, without regard to conflict of laws principles. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

4.2. Venue, Jurisdiction, and Jury Trial Waiver

The Parties agree that any claim, action, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state courts located in Clark County, Nevada, or the United States District Court for the District of Nevada. Each Party irrevocably submits to the personal jurisdiction and venue of such courts and waives any objection based on forum non conveniens or similar doctrines.

Each party waives any right to a jury trial in any action or proceeding arising out of or relating to this Agreement.

4.3. Attorneys' Fees

In any action, arbitration, mediation, or other proceeding to enforce this Agreement or collect amounts owed hereunder, the prevailing Party will be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.