LEAP THEORY, LLC PUBLISHER AGREEMENT

This Publisher Agreement (“Terms and Conditions”) shall govern the relationship between Leap Theory, LLC (“Leap Theory”), and the Applicant submitting an Application to Leap Theory, in connection with participation in the Leap Theory Publisher Program (“Program”).  Either party to this Agreement may be referred to as a “party” or together as “parties.”  Please be advised that this Agreement is subject to change at any time, in Leap Theory’s sole discretion.

BY SUBMITTING AN APPLICATION TO PARTICIPATE IN THE PROGRAM, AND CHECKING THE BOX OR CLICKING THE “ACCEPT AND CONTINUE” BUTTON, AS APPLICABLE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE PUBLISHER PORTAL OR OTHERWISE PROVIDED BY LEAP THEORY, PUBLISHER (A) AGREE TO BE BOUND BY THIS AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT IT HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (C) HEREBY REPRESENTS AND WARRANTS THAT IT IS LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., PUBLISHER IS  NOT A MINOR) AND THAT IT IS AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT, INCLUDING ANY PROGRAM PARTICIPATION REQUIREMENTS.  IN ADDITION, IF THIS AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS AGREEMENT.

1. Application, Responsibilities of Publisher.

• Any advertising services Publisher performs in connection with the Program, whether explicitly identified in an insertion order, is subject to the Terms and Conditions of this Agreement, except in cases where an insertion order conflicts with the terms and conditions of this Agreement, in which case the relevant insertion order terms shall apply. The Terms and Conditions becomes effective, together with all accompanying exhibits at the time the insertion order becomes effective, shall collectively become known as the “Agreement.”

• This Agreement is dated as of the date of, and is binding on Applicant and Participant upon, approval of the Application by Leap Theory (the “Effective Date”). This Agreement shall become null and void if Leap Theory denies your Application for any reason.  Applicants may re-apply at any time if we reject an Application.  Participation in the Program is subject to Leap Theory’s prior approval.  Leap Theory reserves the right to deny an Application, in its sole discretion, with or without cause.  If Leap Theory accepts an Application and later determines that acceptance was granted in error or for any reason at its discretion, we may immediately terminate participation in the Program upon notice to Publisher.

• Publisher will ensure the accuracy of the information describing its online publishing and promotional activities, including its email address and other contact information and identification of its websites. Leap Theory may, from time to time, send necessary communications relating to the Program and this Agreement to the email address then currently on file with Leap Theory.  Publisher will be deemed to have successfully received all notifications, approvals, and other communications sent to that email address as provided by Publisher in the Publisher Portal (described below), even if the email address associated with Publisher is no longer current.

2. Lead Generation Toolkit.

• Lead Generation Toolkit Access. Leap Theory is the owner of certain proprietary software, personal loan search widgets, common loan application forms, generic offer/copy links, partner pages, programmatic real-time pricing application program interface (“API”), software development kits, sample code, iframe common loan application form, documentation, links and other related materials provided or to be made available by Leap Theory to Publisher (collectively, the “Lead Generation Toolkit”).  The Lead Generation Toolkit can be accessed on an online or electronic system(s) made available to Publisher for the purpose facilitating the online acquisition of consumers seeking financial products and other services (collectively “Publisher Portal”). 

• Publisher acknowledges that Leap Theory is the sole owner of the Lead Generation Toolkit and that Leap Theory may modify, delete, or add to such Lead Generation Toolkit in its sole discretion.  Leap Theory may analyze the data generated by the Lead Generation Toolkit to modify, add to, and delete existing products or for auditing purposes.  All ownership rights, title, and interest in and to the Lead Generation Toolkit, as such may be modified, upgraded, and/or enhanced from time to time, and any Lead generated thereby, will remain with and belong exclusively to Leap Theory.  Leap Theory reserves all rights not expressly granted to the Partner herein.

• Publisher Sites. Publisher agrees it partners with, owns, operates or manages certain websites and/or mobile sites specified in the Application (individually, a “Site” or “Sites,” and collectively, “Publisher Sites”) and whereby Publisher will use the Lead Generation Toolkit and other mutually approved advertisements, (“Advertisements”) to generate leads (“Lead”) for Leap Theory, subject to the terms and conditions of this Agreement.  During the Term of this Agreement, and so long as Leap Theory is paying Publisher, Leap Theory shall be the exclusive provider for Publisher’s tools, listings, and widgets for Publisher’s personal loan and financial product and services offerings on the Sites to generate consumer information Leads for Leap Theory.  No later than the Effective Date, Publisher will remove from the Publisher Sites all data and offerings from a source other than Leap Theory. 

3. Grant of Limited License.

• Lead Generation Toolkit. Subject to the terms and conditions of this Agreement, Leap Theory shall grant to Publisher a worldwide, non-exclusive, non-sublicenseable, royalty-free, non-transferable license to (i) access and use the Lead Generation Toolkit and Advertisements that Leap Theory makes available to Publisher, and (ii) to display the Lead Generation Toolkit on Site(s) in order to develop, reproduce and distribute applications that interoperate with and deliver data and information to Leap Theory’s Program as a service platform that Leap Theory makes generally available to Publishers via the Internet.

• Subject to the terms and conditions of this Agreement, Leap Theory hereby grants to the Publisher a worldwide, non-exclusive, non-sublicenseable, royalty-free, non-transferable license to use Leap Theory domain names, trademarks and logos (“Leap Theory Marks”), solely upon prior written approval by Leap Theory. Subject to the terms and conditions of this Agreement, Publisher hereby grants to Leap Theory a worldwide, non-exclusive, non-sublicenseable, royalty-free non-transferable license to use the Publisher’s domain names, trademarks and logos (“Publisher Marks”, and together with the Leap Theory Marks, the “Marks”), solely upon prior written approval by the Publisher; provided however, Leap Theory may use the Publisher’s logo on its corporate website, marketing, and education and training materials.  Subject to the exclusivity provisions herein, the Publisher will use commercially reasonable efforts to display the Lead Generation Toolkit and Advertisements on the Sites during the Term.

• No Changes. Leap Theory may change or revise the Lead Generation Toolkit and Advertisements that are made available hereunder at any time, in its sole discretion, and Publisher agrees to use only the most recent version of the Lead Generation Toolkit and Advertisements that are posted on the Publisher Portal.  Publisher may not alter, modify or otherwise change any the creative in any manner, whatsoever except with Leap Theory’s prior express written consent.  Any such actual or attempted alteration, modification, or use will result in the immediate termination of this Agreement, without notice.  Leap Theory retains full and sole right, ownership, and interest in the Lead Generation Toolkit, and in any copyright, trademark, or other intellectual property rights in such material and other information developed by Leap Theory and supplied to Publisher from time to time in connection with this Agreement.  In the event that Publisher alters or modifies the Lead Generation Toolkit or any material provided by Leap Theory, Publisher shall be liable for any and all claims arising therefrom.

• Publisher agrees that Leap Theory may, in its sole discretion, direct the placement of the Lead Generation Toolkit and Advertisements.  Publisher must immediately comply with any and all directions by Leap Theory to modify, alter, or otherwise adjust the placement, frequency, and/or other editorial decisions related to the Lead Generation Toolkit and Advertisements.  Publisher must place or use Lead Generation Toolkit material and Advertisements only with the intention of delivering valid Leads.  Publisher must immediately remove Lead Generation Toolkit material and Advertisements upon receiving notice from Leap Theory or upon the termination or expiration of this Agreement.

• No Guarantees. Leap Theory does not make any representation, warranty, or covenant regarding the amount of traffic or fees Publisher can expect at any time in connection with the Program, and Publisher will not be liable for any actions Publisher undertakes based on its expectations.

• Publisher is solely responsible for the development, operation, and maintenance of Publisher Sites and all materials that appear thereon that is not provided by Leap Theory (“Publisher Content”). In the event Publisher develops, designs, and/or creates any Publisher Content, Publisher must submit said advertising to Leap Theory and receive written and signed consent for use same by an officer/manager of Leap Theory prior to using such Publisher Content.  In connection with or arising from Publisher’s performance hereunder, Publisher shall not (nor permit or encourage any person or entity to): (i) inflate the amount of Leads through any deceptive or misleading practice, method, or technology (including, without limitation, through the use of any spyware, adware, device, program, robot, redirects, spiders, computer script or other automated, artificial, or fraudulent methods designed to appear like an individual, real live person); (ii) accept Leads generated from public or open proxy servers, IP addresses that have bot activity, or from pay-per-view or pay-per-surf programs; (iii) take control of a user's computer by delivering advertisements that a user of a computer cannot close without turning off the computer or closing all sessions of the Internet browser for the computer; (iv) install or execute on another's computer one or more additional software program(s) without consent of the user, or if such program(s) are installed with the consent of the user, Publisher must clearly provide instructions to disable the software, such that the software is easily identifiable and the removal can be performed without undue effort or knowledge by the user of the computer; (v) violate or infringe any intellectual property or proprietary right of any third party (e.g., trademarks, service marks, brand names, copyrights, etc.); or (vi) promote any material that: (a) contains pornographic or other sexual material; (b) promotes hate-mongering in any form (e.g., racial, political, ethnic, etc.); (c) contains gratuitous displays of violence or obscenity; (d) defames, misrepresents, abuses, or threatens physical harm to others; (e) contains incentivized offers (or the appearance thereof) that induce or attempt to induce users to click on any material; (f) promotes any type of illegal substance or activity; (g) is unfair, deceptive, misleading, or otherwise fraudulent; or (h) misrepresent an affiliation with a person/entity, including, without limitation, an affiliation with a credit union, or government agency. 

• Publisher will not transmit Advertising or engage in any other marketing conduct under this Agreement via text messaging, facsimile, or telemarketing (including, without limitation, by use of prerecorded or artificial voice messages) without the prior express written consent of Leap Theory.

• If Publisher uses any endorsements, testimonials, blogs, verbal statement, demonstrations, depictions, or other advertising message (collectively, “Testimonials”) that consumers are likely to believe reflects the opinions, beliefs, findings, or experience of Publisher or any third party with respect to any offer, the Testimonials must, in addition to any other requirements specified in the FTC's Guide Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255 of the Code of Federal Regulations), disclose that it may be paid by Leap Theory for Publisher’s Testimonial. Publisher will not take any action that could reasonably cause any customer confusion as to Publisher’s relationship with Leap Theory or any advertiser whose offer Publisher is promoting.

5. Leap Theory may make use of or include transaction tracking codes (the “Transaction Tracking Code”).  Publisher shall not modify, circumvent, impair, disable, or otherwise interfere with any Transaction Tracking Code and/or other technology or methodology required or made available by Leap Theory to be used in connection with any and all aspects of the Lead Generation Toolkit.  All determinations made by Leap Theory in connection with Program shall be final and binding on Publisher.  Leap Theory expressly reserves the right to seed applicable data in order to monitor Publisher’s compliance with the terms of this Agreement and applicable laws, rules, and regulations.

6. Additional Requirements. Publisher will provide Leap Theory with any information that its requests to verify Publisher’s compliance with this Agreement, the Application, or any requirements of the Program.  In addition to any other rights or remedies available to Leap Theory, Leap Theory may terminate this Agreement, withhold (and Publisher agrees it is not eligible for) any fees owed to Publisher under this Agreement, or both, if Leap Theory determines that Publisher or other persons that Leap Theory determines are publisherd with Publisher or acting in concert with Publisher (whether in respect to any existing or previously terminated account) have not complied with any requirement or restriction described in this Agreement or incorporated by reference, or have violated any other license or agreement with Leap Theory.  Publisher hereby consents to Leap Theory sending Publisher emails about the Program, monitoring, recording, and disclosing information about Publisher, its Publisher Sites, and visitors and other information Leap Theory may obtain in connection with Publisher’s participation in the Program; monitoring, crawling, or otherwise investigating Publisher Sites to verify compliance with this Agreement and any other direction provided.  Notwithstanding anything to the contrary herein, Leap Theory reserves the right to report all known and/or suspected fraudulent or unlawful conduct by any Publisher to interested parties and to make such conduct public.  Publisher agrees not to hold Leap Theory liable for any consequences of such reports.  Publisher acknowledge that it shall be in Leap Theory’s sole discretion to determine whether or not fraudulent conduct has occurred or is suspected and to whom the conduct may be reported.

7. Subject to the terms and conditions of this Agreement, Leap Theory shall pay Publisher a fee (“Lead Generation Fee”) for Leads based on the amount specified on the applicable insertion order for a specific campaign and/or published on the Publisher Portal, as follows:

• Leap Theory shall calculate Lead Generation Fee for generating “Qualified Leads” for financial and other offers promoted by advertisers and other marketing partners in Leap Theory’s network.  A “Qualified Lead” means information about a consumer that meets lead criteria specified by Leap Theory, but does not include an invalid lead (including, but not limited to, an invalid or disconnected phone, invalid email, no such person, never requested or interested in service offered under Program, immediate hang-up, not a U.S. Citizen, interested in a prize, under 18, etc.) or duplicate lead (including, but not limited to a Lead similar to a prior Lead received within a ninety (90) day period), and any criteria specified on the Publisher Portal or otherwise provided to Publisher.  Lead criteria may change without notice to Publisher other than by being posted on the Publisher Portal, and may be determined in Leap Theory’s sole discretion.  No deceptive advertising will be used to obtain Leads sent to Leap Theory.  The final determination of whether a lead is a “Qualified Lead” is at Leap Theory’s sole discretion.  Leap Theory will use Lead data recorded by the Transaction Tracking Codes and supplementary sources to determine payments due to Publisher (“Payment Data”).  Any questions or disputes regarding the Payment Data must be submitted in writing to Leap Theory via certified mail, addressed to 3110 Main Street Building C, Santa Monica, CA 90405 within five (5) business days of the date that the Payment Data is posted on the Publisher Portal; otherwise, the information contained therein will be deemed accurate and accepted by Publisher.  Leap Theory will investigate and resolve any Payment Data-related questions or disputes in its sole discretion. All determinations made by Leap Theory in connection with the Payment Data, and any associated Lead Generation Fees due to Publisher shall be final and binding on Publisher.  Publisher and Leap Theory agree that that they shall attempt to resolve all Payment Data disputes which may arise under this Agreement through good faith negotiations.  If the parties fail to reach a mutually-agreeable resolution after a good faith effort within thirty (30) days after receipt of such notice, the aggrieved party can bring a cause of action before an American Arbitration Association arbitration tribunal in Los Angeles, California, in accordance with the rules of the American Arbitration Association then in effect.

• Leap Theory shall pay Lead Generation Fees approximately fifteen (15) days after the fifteenth (15^th) day and last day of a given calendar month, respectively, for Lead Generation Fees earned during the prior fifteen (15) day period.  Such payments shall only be made to Publisher provided the applicable Publisher account has reached a minimum of One Hundred Dollars ($100.00) (“Payment Threshold”) in accrued valid earnings.  Publisher accounts that have accrued a balance below the $100 Payment Threshold shall not receive earnings earned during the prior fifteen day period, and will receive earnings on the payment period date at which an amount equal to or greater than the $100 Payment Threshold has been met.  Should Publisher net more than One Thousand Dollars ($1,000.00) in weekly Lead Generation Fees during any one (1) week, Publisher may request in writing to be paid Lead Generation Fees on a weekly basis, beginning approximately fifteen (15) days after the end of such week, for Lead Generation Fees earned during the prior week.  However, thereafter, should Publisher net One Thousand Dollars ($1,000.00) or less in Lead Generation Fees for any subsequent week, Publisher shall return to the regular payment schedule for that week’s earnings, without notice from Leap Theory.

• Leap Theory will assess and deduct a banking fee of Thirty Dollars ($30.00) applied to international wire payments under Five Thousand Dollars ($5,000.00). This banking fee will be deducted from Publisher’s earnings balance.  Leap Theory will assess a fee of Thirty Dollars ($30.00) applied with any request to stop payment on a check and/or to issue a replacement check.  This banking fee will deducted from Publishers earnings balance or replacement check.

• Payments Upon Termination. In the event this Agreement is terminated for any reason, Publisher will be entitled only to earnings on Leads earned through the effective date of termination.  Leap Theory may withhold final payment for a reasonable time to ensure that the any earnings and fees paid exclude any fraudulent, canceled, or returned Qualifying Leads. Leap Theory shall not pay Publisher any Lead Generation Fees that arise: (i) before Publisher is accepted into the Program; or, (ii) after termination of this Agreement or any applicable campaign.

• All payments shall be in U.S. DOLLARS.  Leap Theory may require Publisher to provide a W-9, or similar tax identification information, as a condition precedent to receiving any payments.  Leap Theory may, in its sole discretion, withhold payments until such time as an applicable advertiser has paid Leap Theory for a corresponding campaign.  Leap Theory reserves the right to reduce any and all payments owed to Publisher where an advertiser has offset payments owed to Leap Theory.  Leap Theory shall not be obligated to pay Publisher where, in Leap Theory’s sole discretion, Leap Theory believes that Publisher: (i) is in breach of this Agreement; or, (ii) has violated any applicable law, rule, or regulation in connection with or arising from performance hereunder.

8. Data Ownership; License.

 

• Leap Theory shall have sole ownership of and full right to use any and all Leads, consumer information, and all data contained therein generated or delivered by by Publisher in connection with this Agreement, and the Program, throughout the term of this Agreement and beyond. Publisher transfers full ownership and a proprietary interest holder in all Leads and data that are purchased and paid for in a timely manner.  Publisher shall have no right to use the Lead other than as expressly stated in this Agreement or as expressly authorized by Leap Theory in writing.  Publisher shall refrain from disclosing, selling, or otherwise distributing Lead Data to any third parties.

• Publisher shall have no rights in and to any such Leads or data contained therein. Without limiting the generality of the foregoing, Publisher shall not: (i) transfer, export, display, forward, or otherwise share any such Leads or data contained therein to or with any third party; or, (ii) use any such Leads or data contained therein on Publisher’s own behalf in any manner not expressly authorized by Leap Theory.

9. Sub-Publishers. For purposes of this Agreement, any partner, associate, contractor, representative, or agent of Publisher that participates in or performs any activities for Publisher as a part of the Program shall be deemed to be a “Sub-Publisher.” Any and all Sub-Publishers must be pre-approved by Leap Theory, and all Sub-Publisher website URLs must be disclosed in advance to Leap Theory.  Without limiting the generality of the foregoing, any Sub-Publisher is prohibited from using Leap Theory’s Lead Generation Toolkit, Advertisements, and any other materials from Leap Theory on any website without prior approval by Leap Theory in writing.  Leap Theory reserves the right to withhold or refuse approval of any Sub-Publisher for any reason or no reason at all, and Leap Theory may revoke its approval of any Sub-Publisher at any time, with or without notice, for any reason or no reason at all.  All Sub-Publishers must meet the same criteria for approval and must comply with, at a minimum, the same obligations as required of the Publisher under this Agreement.  Publisher shall be responsible for the acts and/or omissions of its Sub-Publishers.

10. Consumer Disclosures and Privacy. Publisher shall clearly and conspicuously post disclosures and a privacy policy to Sites (“Publisher Disclosures and Privacy Policy”).  The Publisher Disclosures and  Privacy Policy shall fully and accurately describe Publisher’s: (i) collection, use, and sharing of consumer information; (ii) email, SMS, telephone, and other marketing practices, and applicable opt-in and opt-out policies and procedures; and (iii) data security measures.  Publisher represents and warrants that Publisher will, at all times, comply with the Publisher Disclosures and Privacy Policy posted to Sites, and that such Publisher Disclosures and Privacy Policy will, at all times, comply with all applicable laws, rules, and regulations.  Publisher Disclosures and Privacy Policy shall be substantially similar and have clauses no less protective of data than the disclosures and policy made available on the Publisher Portal, and all copies retained by Publisher.

11. Telemarketing Compliance.

• Any data Publisher provides to Leap Theory for telemarketing shall consist of records of persons who (1) have made an inquiry (as that term is used in the Telemarketing Sales Rule and applicable state law, sufficient to satisfy the requirements of the Established Business Relationship as defined by the Telemarketing Sales Rule and applicable state law) regarding the services advertised, and (ii) have not subsequently requested to be added to Publisher’s internal do-no-call list pursuant to the National Do-No-Call Registry. Publisher agrees that any and all data it provides to Publisher will not be shared or marketed with any other party, individual, or entity, that has any business, research, or sales, services, or other pursuits similar in nature to Leap Theory or buyers under the Program.

• Publisher will maintain records, and will supply such records to Leap Theory upon request, evidencing (i) compliance with Telemarketing Sales Rule, (ii) maintenance and compliance with an internal do-no-call list, and (iii) the inquiry, including, without limitation, the person receiving the inquiry, consents obtained, applicable IP Addresses, and time/date stamps.

12. Advertising Practices.

• E-Mail Marketing. E-mail marketing campaigns by or on behalf of Publisher in connection with this Agreement may only be undertaken with Leap Theory’s prior express written consent. Prior to the sending of any commercial e-mail by or on behalf of Publisher, Publisher shall provide Leap Theory with a list of IP addresses and domain names that Publisher intends to use in connection with the given campaign.  Publisher must, upon the request of Leap Theory, be able to produce the name, date, time, IP address, and referral URL where applicable consumers granted Publisher affirmative consent, as defined by applicable laws, rules, and regulations (“Affirmative Consent”) to receive commercial e-mails.  Publisher represents and warrants that any and all commercial e-mails sent by or on behalf of Publisher in connection with this Agreement will: (i) at all times, comply with all applicable laws, rules and regulations, including without limitation, laws and regulations governing consumer protection (including without limitation, those relating to false advertising or unfair competition, the CAN-SPAM Act of 2003, the Privacy and Electronic Communications Regulations 2003, the Telephone Consumer Protection Act, and the Federal Trade Commission’s Telemarketing Sales Rule), and the industry standards of the following: Digital Advertising Alliance (DAA), National Advertising Initiative (NAI), Interactive Advertising Bureau (IAB), the Mobile Marketing Association, and the Online Lenders Alliance; and other standards that may be added by Leap Theory; (ii) only be sent to those recipients who have given Affirmative Consent to receive such commercial e-mails and who have not revoked such Affirmative Consent as of the date any such commercial e-mail is sent. Without limiting the generality of the foregoing, Publisher must: (i) not falsify e-mail header and/or transmission information (including, without limitation, source, destination, and routing information); (ii) not use any “subject” or “from” line that is materially false, misleading, or deceptive; (iii) clearly and conspicuously identify the message in the body as an advertisement or solicitation; (iv) include a valid physical postal address; (v) clearly and conspicuously explain how recipients can opt out of receipt of further e-mails; (vi) include a functional opt-out mechanism that will remain active for at least thirty (30) days from the date that the subject e-mail was transmitted; (vii) process opt-out requests within ten (10) business days; (viii) not use proxies or relays to send commercial e-mails; (ix) not seek or obtain unauthorized access to computers for the purpose of sending commercial e-mail; (x) regularly scrub Publisher’s mailing list against Leap Theory’s suppression list (“Suppression List”) as set forth elsewhere herein; (xi) and immediately notify Leap Theory of any complaint, investigation, and/or litigation concerning Publisher’s e-mail marketing practices (whether or not any such complaint, investigation, or litigation relates to Publisher’s relationship with Leap Theory).  Publisher is solely responsible and liable for any and all consumer complaints relating to e-mail campaigns conducted by or on behalf of Publisher, including all costs for responding to such complaints whether incurred by Publisher or Leap Theory. Publisher shall respond to all consumer complaints within forty-eight (48) hours of notification.  Publisher must inform Leap Theory of the complaint within twenty-four (24) hours of receipt, and keep Leap Theory apprised of the status and resolution of the complaint.  In addition to all other available remedies, Leap Theory retains the right to withhold and/or cancel Lead Generation Payment unless and until any and all such consumer complaints are resolved to Leap Theory’s satisfaction.  In the event that any applicable law, rule, or regulation is enacted or amended after the effective date of this Agreement setting forth standards more restrictive than those set forth herein, the more restrictive standards contained in any such enacted or amended law, rule, or regulation shall apply, with or without notice from Leap Theory.  Publisher acknowledges that any failure to comply with this section may, in Leap Theory’s sole discretion, result in the immediate termination of this Agreement and the forfeiture of any and all rights to any fees otherwise payable or owed to Publisher by Leap Theory.  Leap Theory is not responsible for providing legal and regulatory advice to Publisher. 

• Suppression Lists. With respect to any Suppression List generated in connection with, or made available by and through the Publisher Portal, Publisher shall: (i) use such Suppression List, and the individual customer records contained therein, solely for the suppression purposes set forth herein, even after any termination of this Agreement; (ii) regularly use such Suppression List to remove any and all e-mail addresses, telephone numbers, or domains contained therein from future commercial e-mail mailings or SMS messages; (iii) not use the Suppression List for purposes of e-mail or SMS message marketing, or provide the Suppression List to any third party for said purposes, and not send, or cause to be sent, any commercial e-mail or SMS messages to an e-mail address, telephone number, or domain appearing on any Suppression List; (iv) not use any Suppression List for purposes of e-mail appending in any manner whatsoever; (v) hold any Suppression List made available by Leap Theory in trust and confidence and use same solely for the suppression purposes set forth herein and treat any Suppression Lists as Confidential Information, as defined herein; (vi) not retain a copy of any Suppression List made available by Leap Theory following termination of this Agreement; and (vii) not disclose any Suppression List made available by Leap Theory to any employee, consultant, subcontractor, third party individual, corporation or entity without Leap Theory’s written agreement. Leap Theory reserves the right to withhold its consent to such disclosure and may, within its sole discretion, bar the disclosure of any and all Suppression Lists made available by Leap Theory or any advertiser.  Publisher shall upload its own list of suppressed e-mail addresses and telephone numbers to the applicable area of the Publisher Portal (“Suppression List Upload Section”), if such a Suppression List Upload Section is provided by Leap Theory.  Publisher further agrees and acknowledges that: (i) Publisher has downloaded and removed the domains located on the Federal Communications Commission’s (“FCC”) wireless domain names list (http://www.fcc.gov/cgb/policy/DomainNameDownload.html) from any and all current data used in any commercial e-mail or SMS message marketing campaigns in connection with this Agreement; and (ii) any and all new data that Publisher acquires, regardless of its source, will be scrubbed against the FCC’s wireless domain names list and that the domain names contained therein will be removed before sending any commercial e-mail or SMS message marketing campaigns in connection with this Agreement. Publisher shall maintain electronic or tangible records evidencing the removal of any email addresses or telephone number from Publisher’s lists for verification by Leap Theory as required or requested.  At Leap Theory’s request, Publisher will allow Leap Theory to audit and verify Publisher’s compliance with the provisions set forth in this section and any applicable laws, rules, and regulations, related to, but not limited to, data privacy and security.

• Search and Websites. Publisher shall not use any and all branded keywords of Leap Theory, Leap Theory Marks, and/or all branded keywords substantially similar or associated with Leap Theory Marks or keywords, including, but not limited to the keywords that may from time to time be identified on the Publisher Portal or made available by Leap Theory. In the event Publisher is uncertain whether a particular search term is protected, it is the obligation of Publisher to seek prior written approval from Leap Theory for use of such term.  Publishers is prohibited form link farming, page cloaking or other deceptive practices to manipulate search results.  All titles and descriptions used for search listings must be current, accurate, and not deceptive.

• Advice and Counsel. Publisher is prohibited from making any statement or giving any advice or counsel that is untrue or misleading, or which the exercise of reasonable care should be known to be untrue or misleading. Publisher is prohibited from giving advice or counsel or making any statement contrary to federal or state laws and from speaking on behalf of Leap Theory or its buyers.

13. Use of Name and Trademarks. Title to and ownership of the Marks will remain with their owner. The licensee will use the Marks exactly in the form approved by their owner and will not take any action inconsistent with the owner's ownership of the Marks.  All goodwill accruing from use of such Marks will automatically vest their owner.  Owner will not form any combination marks with Marks, and agrees to comply with any usage guidelines or quality control requirements with respect to the Marks, as may be provided by such owner from time to time.  Any and all use of Marks will inure to the sole and exclusive benefit of their owner.

14. Term and Termination.

• The term of this Agreement will begin upon Leap Theory’s written acceptance, in Leap Theory’s sole discretion, of Publisher’s Application to participate in the Program and will end when terminated by either party as set forth herein. Publisher may terminate this Agreement at any time, upon three (3) days’ prior written notice to Leap Theory. Leap Theory may suspend and/or terminate Publisher’s participation in the Program and/or this Agreement at any time, with or without notice, for any reason or no reason at all, in Leap Theory’s sole discretion.  Grounds for suspension and/or termination shall include, without limitation, the failure to adhere to state and federal fair trade practice laws, rules and regulations, such as false advertising, trademark infringement, unlawfully modifying ad copy, misrepresentation of affiliation with person/entity, and/or representing an affiliation with a credit union. 

• Upon suspension and/or termination of this Agreement for any reason: (i) Publisher shall immediately cease to use and remove from any Publisher Sites any and all Lead Generation Toolkit material and/or other materials made available to Publisher in connection with Publisher’s participation in the Program; (ii) Publisher shall immediately cease and desist from transmitting or causing to transmit any and all e-mails and SMS messages in connection with any authorized campaign under this Agreement; (iii) any and all licenses and rights granted to Publisher in connection with this Agreement shall immediately cease and terminate; and (iv) any and all Confidential Information (as defined herein below), creative material, or proprietary information of Leap Theory that is in Publisher’s possession or control must be immediately returned or destroyed. If requested, Publisher or an authorized officer of Publisher shall certify in signed writing that all such confidential and/or proprietary information has been returned or destroyed. Notwithstanding any termination of the Agreement, any provisions of the Agreement that may reasonably be expected to survive suspension/termination of the Agreement shall survive and remain in effect in accordance with their terms, including all recordkeeping and indemnification obligations otherwise applicable to Publisher.

• The obligation set forth in Sections 14.1-14.3 shall survive termination or expiration of this Agreement.

15. Representations and Warranties. Publisher hereby represents and warrants that:

• Publisher will provide a list of all websites directly controlled (including, but not limited to those which it own, sites which have been licensed to Publisher and/or which Publisher has physical or contractual control) by Publisher to Leap Theory. All Leads submitted to Leap Theory must originate from such sites. Should any Lead originate from any site other than a site controlled by Publisher, Leap Theory shall be under no obligation to make payment of fees, commissions or other payments for such Lead, at Leap Theory’s sole discretion.

• Publisher possesses all authorizations, approvals, consents, licenses, permits, certificates, intellectual property rights or other rights and permissions necessary to enter into and perform Publisher’s obligations under this Agreement.

• This Agreement has been duly and validly executed and delivered by Publisher and constitutes Publisher’s legal, valid and binding obligation which is fully enforceable against it in accordance with its terms.

• Publisher’s performance hereunder will comply with the terms of this Agreement and local, state, and federal laws, rules, and regulations applicable to its business and participation in the Program.

• Publisher must conduct all marketing and other activities related to this Agreement in compliance with all applicable laws, regulations, and guidelines, including but not limited to the Federal Trade Commission Act (“FTC Act”), the CAN-SPAM Act, Federal Trade Commission (“FTC”) regulations and guidelines implementing the FTC Act and the CAN-SPAM Act, FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising, the Telephone Consumer Protection Act, and all other applicable federal and state laws, regulations, and guidelines, including non-governmental self-regulatory guidelines and expectations, including the Online Lenders Alliance Best Practices. If any such laws, regulations, or guidelines are amended or modified, in whole or in part, then Publisher shall comply fully with all applicable requirements thereof, on and after the effective date of any such amendment or modification.

• Unless otherwise permitted in advance by Leap Theory, Publisher will not engage in any short messaging service (“SMS”) marketing campaigns in connection with this Agreement.

• To the extent Publisher provides any advertising covered by such practices, Publisher will comply with the advertising practices identified in Section 12.

• Publisher’s performance hereunder will not violate or infringe any intellectual property or proprietary right of any third party.

• Publisher shall implement such administrative, physical, and technical security measures as required by applicable laws and/or as necessary, to: (1) ensure the secure handling, transmission, storage, and disposal of any personal information of consumers which Publisher holds or handles; (2) protect against any threats or hazards to the security and integrity of such non-public personal information.

• Publisher understands and agrees that Leap Theory will enter into similar agreements with other Leap Theory publishers in direct competition with Publisher.

• Publisher has disclosed the existence of any past federal or state decrees, orders, or consent agreements, and any pending formal or informal government or private investigations or lawsuits involving any individual and/or the officers, directors, or principals of the company to Leap Theory prior when submitting Application to Leap Theory, and will continue to disclose such information to Leap Theory.

• If Publisher becomes involved or named in any action, investigation, complaint, or other proceeding by or before any governmental or regulatory authority, or any private party, including a self-regulatory organization, it will immediately provide notice to Leap Theory of such action, investigation, complaint or other proceeding, in which event Leap Theory may terminate this Agreement immediately and without notice to Publisher.

16. Publisher agrees to indemnify, defend, and hold harmless Leap Theory, its parents, publishers and/or subsidiaries, and each of their respective, members, directors, officers, partners, managers, employees, shareholders, contractors, representatives, agents and attorneys (collectively, the “Indemnified Parties”) from and against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses (including reasonable attorneys’ fees, court costs, expenses, or settlement costs) arising from or related to: (i) Publisher’s participation in the Program; (ii) any breach or alleged breach of this Agreement, or any representation, warranty, or covenant contained herein by Publisher, its Sub-Publishers, or each of their respective members, directors, officers, partners,  managers, employees, agents and attorneys; and/or (iii) any violation or alleged violation of any applicable law by Publisher, its Sub-Publishers, or each of their respective officers, directors, partners, members, managers, employees, agents and attorneys.  This Section 16 shall survive termination of expiration of the Agreement.

17. DISCLAIMERS/LIMITATION OF LIABILITY. THE PROGRAM, PUBLISHER PORTAL, ANY DATA, LEAD GENERATION TOOLKIT, ADVERTISEMENTS, SUPPRESSION LISTS, TRANSACTION TRACKING CODES, AND ALL CREATIVE MATERIAL (“CREATIVE MATERIALS”) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT OF THE LAW, LEAP THEORY AND ITS AGENTS, EMPLOYEES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, SUCCESSORS AND ASSIGNS MAKE NO WARRANTIES (INCLUDING IMPLIED WARRANTIES OF PURPOSE, NON-INFRINGEMENT, AND MERCHANTABILITY), REPRESENTATIONS, OR GUARANTEES; EXPRESS, IMPLIED, VERBAL, OR OTHERWISE.  LEAP THEORY HAS NO LIABILITY, WHATSOEVER, TO PUBLISHER OR ANY THIRD PARTY, FOR PUBLISHER’S USE OF, OR INABILITY TO USE, THE PROGRAM, AND/OR CREATIVE MATERIAL.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY PUBLISHER FROM LEAP THEORY SHALL CREATE ANY WARRANTY, REPRESENTATION, AND/OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.  LEAP THEORY DOES NOT WARRANT OR GUARANTEE THE SECURITY METHODS OR PRIVACY PROTECTION PROCEDURES OF ANY THIRD PARTY, OR THAT SUCH SECURITY METHODS OR PRIVACY PROTECTION PROCEDURES WILL BE UNINTERRUPTED OR ERROR-FREE.  IN NO EVENT SHALL LEAP THEORY BE RESPONSIBLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), BY WHOMSOEVER CAUSED, TO THE PERSON OR PROPERTY OF ANYONE ELSE INCLUDING THE PUBLISHER, OR ITS RESPECTIVE AGENTS, EMPLOYEES, MANAGERS, MEMBERS, OFFICERS, SUCCESSORS, OR ASSIGNS, ARISING OUT OF OR RESULTING FROM THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE, EVEN IF LEAP THEORY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE NEGOTIATION OF DAMAGES SET FORTH HEREINABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN LEAP THEORY AND PUBLISHER.  THE PROGRAM, AND CREATIVE MATERIAL WOULD NOT BE PROVIDED TO PUBLISHER WITHOUT SUCH LIMITATIONS. UNDER NO CIRCUMSTANCES SHALL LEAP THEORY BE LIABLE TO PUBLISHER OR ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY CUSTOMERS OBTAINED THROUGH PUBLISHER’S MARKETING EFFORTS, IN ANY MANNER WHATSOEVER ARISING FROM PUBLISHER’S PARTICIPATION IN THE PROGRAM.  LEAP THEORY’S MAXIMUM AGGREGATE LIABILITY TO PUBLISHER AND ANY THIRD PARTY UNDER ANY AND ALL CIRCUMSTANCES SHALL BE EQUAL TO THE FEES PAID BY LEAP THEORY TO PUBLISHER DURING THE PRECEDING THREE (3) MONTHS.

18. Confidentiality.
    • As used herein, “Confidential Information” means any information or data, regardless of whether it is in tangible or intangible form, disclosed by a party (each, a “Disclosing Party”) to the other party (each, a “Receiving Party”) that Disclosing Party has either marked or orally implied as confidential or proprietary, or has identified in writing as confidential or proprietary within thirty (30) calendar days of disclosure to Receiving Party; provided, however, that a Disclosing Party's business plans, marketing plans, strategies, lender names, product offering, pricing, pay-out ratios, conversion metrics, technologies (including, without limitation, all proprietary technology related to the services or products of a Disclosing Party ), research and development, current customers, billing records, products or services, the terms of any customer agreement and the terms of this Agreement shall be deemed Confidential Information even if not so marked or identified. The Receiving Party shall keep confidential, shall not disclose, sell or transfer or otherwise use in any manner other than as necessary to exercise its rights and/or perform its obligations under this Agreement, and shall protect from unauthorized use, disclosure, sale or transfer by its employees or agents, the Confidential Information and all copies or physical embodiments thereof in its possession. The Receiving Party shall secure and protect the confidentiality and value of the Confidential Information and any and all copies and other physical embodiments thereof in its possession in a manner consistent with the maintenance of Disclosing Party's rights and interest therein.  

• The Receiving Party shall take appropriate action by instruction or agreement with its employees, agents, and independent contractors who are permitted access to the Confidential Information or any copy or other physical embodiment thereof to satisfy the Receiving Party's obligations hereunder, and any personnel, authorized agent(s) and/or independent contractor(s) shall be explicitly bound by these confidentiality obligations and will use reasonable care, but not less care than they use with respect to their own information of like character, to prevent disclosure of any Confidential Information. Upon termination of this Agreement for any reason, the Receiving Party shall immediately return to Disclosing Party or, if authorized by Disclosing Party, destroy all documents, tiles, and other materials embodying any of the Confidential Information and shall certify to Disclosing Party that such return or destruction has taken place.

• Promptly upon discovery that any person has requested, acquired possession, use or knowledge of any part of the Confidential Information other than as authorized by this Agreement, the Receiving Party shall notify Disclosing Party of such fact and the surrounding circumstances. Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without breach of this Agreement, or (b) was in its possession or known by its prior to receipt from Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information or (e) is required to be disclosed by law, with prior written notice provided to the Disclosing Party.

• Except as specified in Section 3 of this Agreement, nothing contained in this Agreement shall be construed as granting or conferring rights by license or otherwise in any Confidential Information disclosed under this Agreement. All confidentiality provisions in Section 18 shall survive any termination of this Agreement. The Receiving Party agrees that monetary damages for breach of confidentiality under this Section 18 may not be adequate and that the Disclosing Party shall be further entitled to injunctive relief.

19. Non-Circumvention. Publisher recognizes that Leap Theory has proprietary relationships with publishers, advertisers, and other third-parties that participate in the Program.  Publisher agrees not to circumvent Leap Theory’s relationship with such publishers, advertisers, and third-parties, or otherwise offer, make available, provide, contract for, or perform, directly or indirectly, advertising, marketing or promotional services similar to the services performed by publishers in the Program for any publisher, advertiser, or third-party publisher that is known, or should reasonably be known, by Publisher to participate in the Program, during the term of this Agreement and for the six (6) month period following termination or expiration of this Agreement. Notwithstanding the foregoing, to the extent that Publisher can show that any such publisher, advertiser, or third-party already obtained such services from Publisher prior to the date of this Agreement, Publisher shall not be prohibited from continuing such relationship.  Publisher agrees that monetary damages for its breach, or threatened breach, of this section will not be adequate and that Leap Theory shall be entitled to: (i) injunctive relief, including temporary and preliminary relief, without the requirement to post a bond; (ii) liquidated damages from Publisher in the amount equal to one hundred percent (100%) of the fees paid to Publisher for the prior twelve (12) month period; and/or (iii) any and all other remedies available to Leap Theory at law or in equity.

20. Other Provisions.

• Entire Agreement. Both parties agree that this Agreement, including the Application, all exhibits and addenda hereto, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous and contemporaneous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers, amendments and modifications must be in a writing signed by both parties, except as otherwise provided herein. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement, the Application, and any exhibit or addendum hereto, the terms of such exhibit or addendum shall prevail.

• Non-Exclusive/Assignment. Publisher acknowledges and agrees that Leap Theory and its publishers may at any time (directly or indirectly) solicit Program participants on terms that may differ from those contained in this Agreement or operate sites that are similar to or compete with Publisher. Publisher may not assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of Leap Theory, and any attempts to do so shall be null and void.  Subject to the foregoing limitation, the Agreement will inure to the benefit of and be binding upon the parties, their successors, administrators, heirs, and permitted assigns.  Leap Theory may assign or transfer this Agreement at any time for any reason.

• Disputes; Choice of Law/Venue. The Agreement shall be treated as though it were executed and performed in Los Angeles, California and shall be governed by and construed in accordance with the laws of the State of California without giving effect to any choice of law or conflict of laws rules or provisions. Any controversy, claim, or dispute between the parties to this Agreement arising out of, in connection with, or in relation to the interpretation, validity, performance or breach of this Agreement shall be resolved to the exclusion of a court of law by binding arbitration in Los Angeles, California, in accordance with the rules of the American Arbitration Association then in effect.  Any award rendered shall be final and conclusive, and a judgment thereon may be entered in any court of competent jurisdiction. Nothing contained herein shall be construed to preclude Leap Theory from seeking injunctive relief in order to protect its rights pending an outcome in arbitration. Any award rendered shall be final and conclusive, and a judgment thereon may be entered in any court of competent jurisdiction.  Nothing contained herein shall be construed to preclude Leap Theory from seeking injunctive relief in order to protect its rights pending an outcome in arbitration, nor limit any legal remedies available to Leap Theory.  Notwithstanding anything herein to the contrary, Leap Theory may, in its sole discretion, elect to file an action in any court of competent jurisdiction in Los Angeles County, California, in lieu of and despite the alternative dispute resolution provision above. Leap Theory shall be entitled to an award of its reasonable costs and expenses, including attorneys' fees, in any action or proceeding in connection with, arising out of, or under the Agreement. Any claim under this Agreement, other than for indemnity and defense, must be filed within one (1) year of the time such claim arose, regardless of any law to the contrary, otherwise such claim will be forever barred.

Nothing in this Agreement, either express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. To the extent permitted by law, Publisher agrees that Publisher will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that Publisher may have against Leap Theory and its employees, officers, directors, members, representatives and assigns.  Publisher agrees to the entry of injunctive relief to stop such a lawsuit or to remove Publisher as a participant in the suit.  Publisher agrees to pay the attorney's fees and court costs that Leap Theory incurs in seeking such relief.

• This Agreement represents the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or verbal, between the parties.

• Non-Waiver; Severability. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. If any provision contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law by a court or arbitrator of competent jurisdiction, then such provision will be severed and replaced with a new provision that most closely reflects the real intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect. 

• Status of the Parties. Leap Theory and Publisher are independent contractors. This Agreement shall not be construed to create any employment, partnership, joint venture, agency, franchise, or sales representative relationship between the Parties. Publisher shall have no authority to bind Leap Theory into any agreement, nor shall Publisher be considered to be an agent of Leap Theory in any respect.

• Record Keeping; Audit Rights. Publisher shall maintain true and correct books containing a record of all information pertinent to its participation in the Program during the term of this Agreement and for a period of three (3) years thereafter. Leap Theory or its agent shall be entitled to review, at Leap Theory’s expense, during regular business hours and upon not less than five (5) days’ written notice, such relevant books and records for the purpose of verifying Publisher’s compliance with the terms of this Agreement and all applicable laws, rules, and regulations. If Leap Theory discovers any breach of this Agreement or violation of any applicable laws, rules, or regulations, then the audit shall be at the sole cost and expense of Publisher and Leap Theory may terminate this Agreement.

• Rights of Parties. Unless otherwise specified, the rights and remedies granted to a Party under this Agreement are cumulative and in addition to, not in lieu of, any other rights and remedies which the Party may possess at law or in equity.

• The inclusion of headings in this Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof.

• Any notices under this Agreement shall be sent to the addresses set forth in the Application if to Publisher, and if to Leap Theory, as specified below, by facsimile, electronic mail, U.S. mail (registered or certified) or express delivery service; and shall be deemed given upon transmission.

3110 Main Street Building C

Santa Monica, CA 90405

• Non-Solicitation. During the term of this Agreement and for a period of one (1) year thereafter, each party agrees and acknowledges that it will not, by itself or in collaboration with any other person or entity, either directly or indirectly, solicit, induce, recruit or encourage, for its own benefit or the benefit of any other person or entity, any of the other party's employees or independent contractors, other than through general advertisements for employment.

• Force Majeure. Each party shall be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service, in whole or in part, as a result of a cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters (but excluding failure caused by a party's financial condition or any internal labor problems (including strikes, lockouts, work stoppages or slowdowns, or the threat thereof)) (a “Force Majeure Event”). Delays in performing obligations due to a Force Majeure Event shall automatically extend the deadline for performing such obligations for a period equal to the duration of such Force Majeure Event. Except as otherwise agreed upon by the parties in writing, in the event such non-performance continues for a period of thirty (30) days or more, either party may terminate this Agreement by giving written notice thereof to the other party.  Upon the occurrence of any Force Majeure Event, the affected party shall give the other party written notice thereof as soon as reasonably practicable of its failure of performance, describing the cause and effect of such failure, and the anticipated duration of its inability to perform.

• All provisions contained in the Agreement that by their terms should be understood to survive the expiration or termination of the Agreement shall survive such expiration or termination, including, but not limited to, Sections 2.2, 3.5, 4.1, 7.4, 8, 9, 13 through 20 of the Terms and Conditions.

• Counterpart Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. A signed copy of this Agreement delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.