APPENDIX B
TO
MASTER MARKETING AGREEMENT

Standard Advertiser Terms and Conditions

1. DEFINITIONS:
   1. Each capitalized term herein has the same meaning as such term in the Master Marketing Agreement (“Master Agreement”) between Peak ROI and Advertiser, in which these Standard Advertiser Terms and Conditions (“T&Cs”) are incorporated, unless otherwise defined herein or unless such meaning is clearly precluded by the context in which the term is used.
   2. “Agreement” shall mean the Master Agreement, IOs, and these T&Cs, and all documents incorporated by reference into any of them, between Peak ROI and Advertiser.
   3. “Applicable Laws, Rules, and Regulations” shall mean all applicable federal, state, and local laws, statutes, rules, regulations, and policies relating to online and direct marketing and lead generation, including without limitation the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act (47 U.S.C. § 227 et. seq.), the Fair Credit Reporting Act (15 U.S.C. §§ 1681-1681), the Telemarketing Sales Rule (15 U.S.C. § 6101 et. seq.), California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, Federal Trade Commission rules and regulations and applicable federal, State and local advertising, consumer protection, privacy and data protection laws, rules, regulations and policies, as the same may be amended, modified or supplemented from time to time. If Canadian traffic is permitted in an IO, then Applicable Laws, Rules and Regulations shall also mean the Canadian Anti-Spam Legislation, S.C. 2010, c. 23 and the rules, regulations and Information Bulletins promulgated thereunder (“CASL”) and all Canadian laws, rules and regulation applicable to online advertising and lead generation.
   4. “Creative” shall mean the advertisement and any components or elements thereof provided to Peak ROI by Advertiser pursuant to an IO including banner ads, emails including the body, header and subject lines, ad copy, contextual ads and/or other content that comprises the Creative. Creative shall also include advertising content created by Peak ROI, provided such Creative has been approved by Advertiser as provided for in Section 4 below.
   5. “Qualified Lead” shall mean a consumer lead (“Lead”) acquired when a consumer provides complete registration data on a website through a pre-approved opt-in method as specified in the applicable IO and who meets Advertiser’s screening criteria as described in the IO and is not an Invalid, Duplicate or Fraudulent Lead. For these purposes, (i) an Invalid Lead is a Lead which does not contain valid data inputs for all of the required fields, (ii) a Duplicate Lead is a lead which was sent by Peak ROI to Advertiser in the prior thirty (30) days and (iii) a Fraudulent Lead is a lead that is shown through reliable evidence to be the product of fraud, manipulation of information, or incentivized marketing (unless otherwise permitted in a IO), on the part of Peak ROI or any of its affiliates or is included in a batch of Leads that have the following indicia of being Fraudulent Leads: having click-through rates that are much higher than industry averages where solid justification is not evident; having only click programs generating clicks with no indication by site traffic that it can sustain the clicks reported; or using fake redirects, automated software, and/or fraud to generate clicks or leads.
2. AFFILIATE NETWORKS ALLOWED: The Parties acknowledge that Peak ROI has a network of third party affiliates (“Network Member(s)”) who provide various Marketing Services. Advertiser agrees and expressly permits Peak ROI to use Network Members to provide any of the Marketing Services set forth in an IO.
3. SERVICES:
   1. Peak ROI will display the Creative and perform lead generation services in the marketing channels described in the applicable IO. Except as otherwise permitted in the applicable IO and in compliance with Section 4, Peak ROI shall use the Creative provided by Advertiser. Advertiser hereby grants to Peak ROI during the term of an IO a non-exclusive, royalty-free, worldwide right and license by all means and in any media, whether now known or hereafter discovered, to use, reproduce, distribute, publicly perform, publicly display, and digitally perform (i) Creative(s), including all constituent parts; (ii) Advertiser’s name and such normal and usual references to Advertiser required for Peak ROI to perform its duties under the Agreement; and (iii) data, reports, information, or analysis arising out of such use.
   2. In connection with generating Leads hereunder, Peak ROI is authorized to market Advertiser’s products and/or services as provided for in the IO which may include: (i) via email to those consumers in Peak ROI’s or its Network Members’ proprietary database(s) of email addresses (collectively, “Affiliate Databases”); (ii) to consumers on websites owned and/or operated by Peak ROI or its Network Members (collectively, “Affiliate Websites” and together with the Affiliate Databases, “Affiliate Media”); and (iii) via SMS/text messaging.
   3. The Parties agree that they do not own and do not have any claim of, or any right, title, or interest in the opposite Party’s applications, systems, methods of doing business, or any elements thereof (including without limitation the grant of a license in or to any software, web-based applications, source codes, modifications, updates, enhancements, and data obtained through use or any other aspects of the opposite Party’s service).
4. CREATIVE CHANGES:
   1. Peak ROI may not edit or otherwise modify a Creative or any component thereof without Advertiser’s prior written consent or as otherwise permitted by the IO; all modifications to Advertiser-supplied Creatives must be approved by Advertiser prior to use.
   2. If permitted in the IO, Peak ROI may use its own Creatives. Such Creatives must be approved by Advertiser prior to use.
   3. Peak ROI agrees, prior to the public use or dissemination to consumers of any Creatives used by Peak ROI or its Network Members to advertise, promote, market, offer for sale, or sell any Advertiser goods or services, to provide Advertiser with copies of all materially different Creatives to be used by Peak ROI or its Network Members, including text, graphics, video, audio, and photographs than that previously supplied or approved by Advertiser.
5. COMPLIANCE MONITORING AND CONSEQUENCES OF NON-COMPLIANCE:
   1. Peak ROI shall provide to Advertiser a pixel that shall be placed on Advertiser’s tracking platform or website. Advertiser shall be responsible for proper placement of the pixel. The firing of the pixel indicates that a Lead has been credited to Peak ROI. Advertiser shall be responsible for paying for all Qualified Leads generated from the firing of the pixel.
   2. In the event that Advertiser believes that a Lead is a Fraudulent Lead, Advertiser shall provide to Peak ROI a notice identifying the Fraudulent Lead together with the date/time stamp, referring URL, the reasons why the Lead is believed to be fraudulent, and reliable evidence illustrating such fraud. This notice must be provided within ten (10) days after the end of the month in which the Lead was generated. If no such notice is provided, Advertiser waives its right to allege that a Lead is fraudulent. The Parties agree to work in good faith to resolve any such dispute regarding Leads. Any Lead information deemed by the Parties to not be a Qualified Lead or not paid for by Advertiser for any reason, shall be the Confidential Information of Peak ROI and may not be used in any manner whatsoever by Advertiser.
6. REMOVAL OF CREATIVES: Peak ROI may, in its complete discretion, reject, cancel, or remove at any time any Creative for any reason without prior notice to Advertiser. Peak ROI must notify Advertiser following the rejection, cancellation, or removal of any Creative from the service within three (3) business days.
7. TERM: The term for any campaign will be indicated in the IO. If no term is indicated, the term for a campaign will continue for one (1) month from the target launch of the initial campaign as noted in the IO. The term of these T&Cs commences on the acceptance date set forth in the Master Agreement and terminates upon the termination of the Master Agreement as set forth in the Master Agreement or upon such later date as the Parties may agree in writing. All non-disputed amounts due to Peak ROI at the time of termination will be paid to Peak ROI within thirty (30) days after termination.
8. PAYMENT AND PAYMENT TERMS:
   1. Advertiser shall pay for Qualified Leads related to a certain campaign on the basis—cost per acquisition, cost per lead, cost per install, cost per click, etc.—specified in the IO for the applicable campaign. Peak ROI will invoice Advertiser on a monthly basis at the payout rates reflected in the IO(s). In the case of any dispute between the parties as to the number of Qualified Leads, Peak ROI's numbers shall control.
   2. Advertiser shall make all payments to Peak ROI within thirty (30) days from the end of the calendar month in which a transaction occurred or on such payment terms specified in an applicable IO. All payments made to Peak ROI shall be paid in U.S. dollars. All past due amounts shall accrue interest at the rate of one percent (1.0%) per month or the maximum rate allowed by governing law, whichever is greater.
   3. If Advertiser fails to pay Peak ROI amounts due under an IO for a specific campaign, Advertiser hereby permits Peak ROI to assign any amounts owed and balances due by Advertiser to Peak ROI under an IO to a third party for collection.
   4. Except as otherwise provided by these T&Cs, the Parties shall keep, maintain and preserve, for the term of the Master Agreement and for one (1) year thereafter, accurate records relating to amounts due hereunder and compliance with the terms of the Agreement (the "Relevant Records"). Advertiser shall provide Peak ROI access to Advertiser’s Relevant Records, including its real-time monitoring systems, for the purpose of verifying amounts owed to Peak ROI and compliance with the terms of the Agreement. Peak ROI shall be granted such access for the duration of the Agreement.
9. REPRESENTATIONS, WARRANTIES AND COVENANTS:
   1. The Parties hereby represent, warrant, and covenant that they shall at all times fully comply with Applicable Laws, Rules, and Regulations.
   2. Advertiser represents, warrants, and covenants to Peak ROI that it holds all necessary rights to grant the worldwide right and license(s) set forth in Section 3.1.
   3. Peak ROI represents, warrants, and covenants to Advertiser that it will not place any Creative on websites, Affiliate Media, or in an medium that contains, promotes, or references profanity, sexually explicit material, hate material, material that promotes violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or family status, or illegal activities or advice.
   4. The representations, warranties, and covenants in this Section 9 shall survive the termination of the Agreement.
10. CONFIDENTIALITY:
    1. During the term of the Agreement, each Party may disclose to the other Party certain information (either oral, written or digital) that is proprietary, confidential, or otherwise has independent economic value from not being generally or publicly known, including, but not limited to, data, research, product plans, products, services, pricing, customer lists, mailing lists, marketing plans, opportunities, trade secrets, markets, software, developments, inventions, processes, designs, drawings, engineering, technical data, know-how, hardware configuration information, marketing or financial data (collectively, “Confidential Information”). Confidential Information shall refer to and include the information defined as “Confidential Information” in the Master Agreement as well as the terms of these T&Cs. The recipient of Confidential Information (“Recipient”) agrees to use at least the same degree of care, but not less than reasonable care, to prevent disclosure of Confidential Information to third parties as Recipient would use to protect its own Confidential Information. The term “Confidential Information” shall not include any information which: (a) at the time of the disclosure or thereafter is or becomes generally available to the public other than as a result of its disclosure by the Recipient in violation of these T&Cs, (b) was or becomes available to the Recipient on a non-confidential basis from a source other than the disclosing Party (“Disclosing Party”), (c) is independently developed by the Recipient without the use of any Confidential Information, or (d) was in the possession of the Recipient prior to being disclosed to the Recipient by the Disclosing Party.
    2. Recipient shall not disclose to any third party, nor permit any other person or entity access to the Disclosing Party’s Confidential Information, except as required by an employee, agent, officer, director, partner, or representative of such party in order to perform the obligations or exercise rights under these T&Cs. Each Party shall ensure that its employees, agents, officers, directors, partners, or representatives are advised of the confidential nature of the Confidential Information and are precluded by contract or other legal obligation from taking any action prohibited under this Section, these T&Cs, or the Master Agreement. Notwithstanding the foregoing, Peak ROI shall have the right to disclose the existence of the Master Agreement, IOs, and these T&Cs and refer to its relationship with Advertiser for marketing and promotional purposes.
    3. Recipient may disclose the Disclosing Party’s Confidential Information upon the order of any competent court or government agency. Prior to any such disclosure the Recipient shall, to the extent that doing so would not prejudice the Recipient or subject the Recipient to a fine or penalty, inform the Disclosing Party of such order and afford the Disclosing Party the opportunity to contest such disclosure.
    4. Upon termination of the Master Agreement, Recipient shall, upon the request of the Disclosing Party, return or destroy all Confidential Information of the Disclosing Party. Notwithstanding the foregoing, the Recipient may retain one (1) copy of all Confidential Information for legal and compliance purposes provided it maintains such copy in accordance with the terms of these T&Cs and ceases using such data for business purposes. In the case of destruction, the Recipient shall certify in writing such destruction to the Disclosing Party within ten (10) days following written request for such certification.
11. DISCLAIMER OF WARRANTIES: EXCEPT AS OTHERWISE PROVIDED HEREIN, PEAK ROI ACCEPTS THE CREATIVES AND PROVIDES ITS SITES, AND THE AFFILIATE MEDIA OF ITS NETWORK MEMBERS AND PARTNERS, AND ITS SERVICES AND THE SERVICES OF ITS NETWORK MEMBERS AND PARTNERS, AS PERFORMED HEREUNDER, ON AN “AS IS,” “WHERE IS” AND “AS AVAILABLE” BASIS AND MAKES NO WARRANTIES ABOUT THEIR CONTENTS, PROPERTIES, STATUS, OR COMPLIANCE WITH ANY APPLICABLE LAWS, RULES, AND REGULATIONS. EXCEPT AS OTHERWISE PROVIDED HEREIN, PEAK ROI DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
12. LIMITATIONS OF LIABILITY: EXCEPT AS OTHERWISE PROVIDED FOR HEREIN, (I) IN NO EVENT SHALL PEAK ROI NOR ANY OFFICER, DIRECTOR, SHAREHOLDER, EMPLOYEE, ATTORNEY, OR AGENT THEREOF BE LIABLE IN ANY WAY OR RESPECT FOR THE CONTENT OF A CREATIVE PROVIDED BY THE ADVERTISER AND NOT MODIFIED BY PEAK ROI OR ANY OF ITS NETWORK MEMBERS; (II) IN NO EVENT SHALL PEAK ROI BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST BUSINESS, LOST DATA OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT; AND (III) IN NO EVENT SHALL PEAK ROI BE LIABLE TO ADVERTISER FOR AN AMOUNT GREATER THAN THE AMOUNTS PAID TO PEAK ROI BY ADVERTISER DURING THE SIX (6) MONTHS PRIOR TO THE OCCURRENCE GIVING RISE TO THE CLAIM.
13. INDEMNIFICATION: Advertiser agrees to indemnify, defend, and hold harmless Peak ROI and its employees, agents, officers, and directors, against any and all claims, causes of action, judgments, demands, damages, losses or liabilities, including costs and expenses (including reasonable attorney’s fees, consultant and expert fees and other costs of suit), arising out of or relating to any breach of provision of the Agreement, including any covenant, representation, or warranty contained in the Agreement.
14. DISPUTE RESOLUTION:
    1. If any dispute arises under the Agreement, the Parties agree to first attempt to resolve the dispute through formal mediation in Salt Lake City, Utah. The Parties will mutually agree upon a mediator and the parties will share equally the costs associated with the mediation, except that the Parties will bear their own attorney fees associated with the mediation.
    2. The Agreement shall be governed in all respects by the laws of the State of Utah without regard to conflict of law rules of any state or court. The Parties agree that, in the event that mediation required by Section 14.1 is unsuccessful, any claim or dispute arising from or under the Agreement or relating thereto must be resolved by a court located in Salt Lake County, Utah. The Parties expressly agree to submit to the personal jurisdiction of the courts located within Salt Lake County, Utah for the purpose of litigating all such claims or disputes.
    3. If any litigation is necessary to enforce the Agreement or the terms thereof, the prevailing Party shall be entitled to reimbursement by the other Party for reasonable attorney fees, costs and expenses.
15. GDPR COMPLIANCE: Advertiser shall not collect or process the personal information of any resident of the European Union (“EU Resident”) except where: (i) the EU Resident has given express consent to the processing of his or her personal information for one or more specific purposes; (ii) the collection or processing is necessary for the performance of a contract between Advertiser and the EU Resident, or is in order to take steps at the request of the EU Resident prior to entering into such a contract; (iii) the collection or processing is necessary for compliance with a legal obligation of Advertiser; or (iv) the collection or processing is necessary for the purposes of other legitimate interests pursued by Advertiser, or by a third party, except where such interests are overridden by the interests of the EU Resident, in particular where the EU Resident is younger than eighteen (18) years of age, as permitted under the General Data Protection Regulation of the European Union (the “GDPR”). In the event Advertiser fails to comply with the requirements of this Section 15 or the requirements of the GDPR, Advertiser agrees to indemnify Peak ROI against any and all third party claims against Peak ROI resulting from such non-compliance pursuant to the Master Agreement and these T&Cs.
16. GENERAL PROVISIONS:
    1. Assignment.Except as otherwise provided herein, neither Party shall have the right to assign or otherwise transfer its rights nor obligations under the Agreement except with the prior written consent of the other Party; provided, however, that a successor in interest by merger, purchase or otherwise of all or substantially all the business of a Party may acquire its rights and obligations hereunder. Any prohibited assignment shall be null and void.
    2. Independent Contractor. The relationship of the Parties to the Agreement is that of a contractor and independent contractor and not that of a principal and agent, employer and employee, partners, or joint venturers.
    3. Severability. If any term, provision, covenant, or condition of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and shall in no way be affected or invalidated.
    4. Entire Agreement. The Master Agreement, IOs, these T&Cs, and all documents incorporated by reference into any of them constitute the entire agreement between the Parties and supersede any prior or inconsistent agreements, negotiations, representations and promises, written or oral, regarding the subject matter.
    5. Modification; Waiver. No course of conduct or course of dealing or amendment of, supplement to, or waiver of the terms of the Agreement or any provisions hereof shall be binding upon the parties unless made in writing and duly signed by both parties. A waiver of any one provision of this Agreement shall not constitute a waiver of any other provision. A waiver by any Party to any breach of the Agreement shall not constitute a waiver of any other breach of the Agreement. Failure of any Party to give notice to the other Party of a breach of the Agreement shall not constitute a waiver of such breach of the Agreement.
    6. Electronic Execution; Counterparts. Advertiser agrees to renew and reaffirm the force and effect of these T&Cs upon execution of each IO under the Master Agreement and that such may be accomplished through electronic means. The Master Agreement and IOs may be signed in counterparts, and facsimile and electronic signatures, including signatures obtained through web-based electronic signature technology and digital transaction management services, such as DocuSign, shall have the same force and effect as an original signature.
    7. Effective Date. These T&Cs are deemed incorporated into the Master Agreement and all IOs and will be effective upon the execution of the Master Agreement.
    8. Notices. Any notice, approval, or consent required or permitted hereunder shall be in writing and sent to the addresses set forth on the applicable IO and will be deemed to have been duly given upon (i) delivery, if delivered personally, (ii) if mailed by first-class, registered or certified U.S. mail, postage prepaid, return receipt requested, within three (3) days of mailing, (iii) if sent via overnight delivery service, on the date of delivery, or (iv) if sent via email, upon receipt by the sender of electronically generated confirmation of delivery and opening by the recipient.