Buyer Terms

1. Agreement Structure; Astoria as Buyer.

These Astoria Buyer Master Lead & Call Services Terms and Conditions (the "Buyer Master Terms") govern any insertion order, lead exchange agreement, campaign schedule, quote, rate card, email approval, API approval, statement of work, or other written order document that references or links to these Buyer Master Terms (each, an "Insertion Order" or "IO"). The IO and these Buyer Master Terms together form the "Agreement."

These Buyer Master Terms apply only when Astoria Company Marketing LLC d/b/a Astoria Company ("Astoria") is purchasing, receiving, bidding on, accepting, routing, licensing, or otherwise acquiring Leads, Calls, Ping Data, Commissionable Events, or related consumer or business inquiry data from the counterparty identified in the IO ("Seller").

If there is a conflict between an IO and these Buyer Master Terms, the IO will control only as to campaign-specific commercial terms, such as pricing, caps, filters, geography, vertical, delivery method, hours, reporting, payment timing, returns, fraud and approved traffic sources. These Buyer Master Terms control as to legal, compliance, data rights, privacy, data security, confidentiality, recordkeeping, audit, ownership, indemnity, limitation of liability, venue, arbitration, non-circumvention, and termination unless an amendment expressly references the specific section being modified and is signed by both parties.

These Buyer Master Terms are intentionally drafted for Astoria in its role as the purchaser/recipient of Leads and Calls. Seller should not use these terms when Astoria is selling Leads or Calls to Seller.

2. Parties; Commercial Relationship

"Astoria" means Astoria Company Marketing LLC d/b/a Astoria Company. "Seller" means the company or individual providing Leads, Calls, Ping Data, or Commissionable Events to Astoria under an IO. "Party" means Astoria or Seller, and "Parties" means both.

• Seller is an independent contractor and is solely responsible for its websites, advertisements, call centers, publishers, affiliates, sub-affiliates, vendors, data sources, consent flows, disclosures, marketing, Traffic Sources, compliance, licenses, registrations, records, employees, contractors, and agents.

Nothing in the Agreement creates an exclusive relationship, partnership, joint venture, franchise, agency, fiduciary relationship, or employment relationship. Seller may not bind Astoria or represent that it acts on behalf of Astoria unless expressly authorized in a signed writing.

3. Key Definitions

"Applicable Law" means all federal, state, local, and foreign laws, rules, regulations, guidance, orders, and self-regulatory rules applicable to Seller, Astoria, the campaign, the Traffic Sources, or the Leads/Calls, including laws relating to advertising, telemarketing, text messaging, email, privacy, data security, consumer protection, unfair or deceptive acts, insurance, Medicare, mortgage, legal advertising, home services, education, financial services, call recording, wiretap/eavesdropping, and data broker activity.

"Call" means an inbound call, live transfer, warm transfer, pay-per-call event, connected call, routed call, or other telephone event supplied, routed, sold, or made available to Astoria under an IO.

"Commissionable Event" means a Lead, Call, click, form submission, transfer, appointment, accepted ping/post event, or other event specified in an IO that may trigger billing.

"Consumer" means an individual whose information or call is included in a Lead or Call or who interacts with a form, website, landing page, call flow, advertisement, SMS, email, or Traffic Source.

"Lead" means consumer contact information, inquiry information, consent information, call information, form data, ping data, post data, or related data supplied, routed, transferred, sold, licensed, or made available to Astoria under an IO.

"Ping Data" means partial lead data, routing data, bid request data, metadata, logs, pricing information, filter information, match data, auction data, API transaction records, and related information used before or in connection with posting, routing, auctioning, bidding on, or accepting a Lead.

"Returned Lead" means a Lead rejected, returned, credited, reversed, or deemed invalid under an IO, these Buyer Master Terms, Astoria's reporting, or Astoria's compliance review.

"Seller Source" means every website, domain, landing page, ad, publisher, call center, affiliate, sub-affiliate, data supplier, email source, SMS source, social campaign, search campaign, co-registration path, incentive path, call flow, or other source used to generate a Lead or Call.

4. Services; No Volume Commitment

Seller may provide Leads, Calls, Ping Data, live transfers, inbound calls, pay-per-call traffic, host/post leads, ping/post leads, clicks, appointments, or other Commissionable Events described in an IO.

• Astoria has no obligation to purchase or accept any minimum volume unless an IO expressly states a binding volume commitment. All purchases are subject to Astoria's caps, filters, campaign hours, budget, quality controls, compliance review, technical availability, buyer demand, and payment/credit decisions.

Astoria may reject, pause, cap, suspend, throttle, block, or terminate any campaign, source, integration, domain, publisher, call center, Seller Source, or delivery path at any time due to quality concerns, suspected fraud, compliance risk, consumer complaints, regulatory risk, data broker risk, privacy requests, DDoS/security risk, technical issues, or business needs.

5. Seller Source Approval; Prohibited Traffic

Seller may use only the Traffic Sources expressly approved in the IO or otherwise approved by Astoria in writing. Seller must disclose all Seller Sources, including source URLs, publishers, call centers, sub-affiliates, and any material changes to the source path before traffic begins.

• Unless expressly approved in the IO, Seller may not use incentivized traffic, co-registration traffic, outsourced traffic, call centers, offshore call centers, outbound dialed calls, outbound SMS traffic, ringless voicemail, prerecorded/artificial voice calls, purchased third-party data, aged data, list rentals, data append, sub-affiliate traffic, fake government/Medicare/insurance/lender/legal/contractor branding, misleading advertorials, or any undisclosed Traffic Source.

Approval of a Traffic Source does not relieve Seller of responsibility. Seller is fully responsible for every Seller Source and for the acts and omissions of its publishers, affiliates, sub-affiliates, call centers, vendors, employees, contractors, and agents.

Astoria may require Seller to remove or pause any source immediately. Seller remains responsible for all Leads or Calls generated before the pause is implemented and for all claims or complaints arising from the source.

6. Lead and Call Requirements; Consent Records

Seller represents, warrants, and covenants that every Lead and Call is generated, sourced, collected, documented, stored, transferred, and delivered lawfully and in strict compliance with the IO, these Buyer Master Terms, the applicable consent language, and Applicable Law.

• Seller must obtain and preserve all consents, authorizations, notices, disclosures, opt-in records, privacy notices, data broker notices, call recording disclosures, and lawful bases required to sell, transfer, route, post, ping, license, and make available the Lead or Call to Astoria and Astoria's clients, customers, buyers, vendors, service providers, and commercial partners.

Upon request, Seller must provide source URL, landing page URL, referring URL, consent language, privacy policy/terms version, timestamp, IP address, user agent, publisher/source ID, campaign ID, sub-ID, call recording where legally permitted, transfer logs, call logs, DNC/suppression proof, TrustedForm certificate, Jornaya LeadiD, screenshots, page archives, and other evidence requested by Astoria.

Unless the IO requires a shorter period, Seller must provide requested compliance, source, and consent records within forty-eight (48) hours after Astoria's request. If the request relates to a consumer complaint, attorney demand, regulatory inquiry, TCPA/DNC allegation, privacy request, or active dispute, Seller must use best efforts to provide records within twenty-four (24) hours.

Seller must retain all lead/call generation, source, consent, privacy, suppression, billing, delivery, and compliance records for at least seven (7) years from the date of the Lead or Call, or longer if required by law, contract, regulatory inquiry, litigation hold, unresolved complaint, or Astoria's written request.

7. Astoria Data Rights; Ownership; Downstream Use

Seller grants Astoria a perpetual, irrevocable, worldwide, transferable, sublicensable right and license to receive, store, copy, use, process, validate, suppress, deduplicate, score, route, post, ping, sell, resell, transfer, disclose, license, deliver, monetize, audit, retain, and otherwise use Leads, Calls, Ping Data, and related records for any lawful business purpose connected to Astoria's lead generation, call routing, advertising, marketplace, compliance, legal defense, reporting, and commercial operations.

• Seller acknowledges that Astoria may disclose Leads, Calls, Ping Data, and related consent records to Astoria's lead buyers, call buyers, advertisers, agencies, service providers, compliance vendors, technology vendors, legal counsel, regulators, courts, insurers, and other commercial partners as necessary to operate campaigns, document consent, process privacy requests, resolve disputes, defend claims, or comply with law.

Seller will not assert that Astoria's authorized routing, resale, disclosure, transfer, licensing, or use of Leads or Calls violates Seller's rights, provided Astoria uses the data in a manner consistent with the Agreement, the IO, and Applicable Law.

Returned Leads, rejected Leads, suppression records, opt-out records, fraud records, and complaint records may be retained by Astoria for compliance, audit, suppression, fraud prevention, legal defense, and recordkeeping purposes even if a credit or rejection is issued.

8. Lead and Call Validity; Returns; Credits

Astoria may reject, return, credit, reverse, offset, or refuse payment for any Lead or Call that fails to meet the IO, these Buyer Master Terms, campaign filters, compliance requirements, source requirements, quality requirements, or Applicable Law.

• Unless an IO states otherwise, invalid Leads or Calls include duplicates, wrong geography, wrong vertical/category, disconnected or non-operational phone numbers, invalid emails, clearly fraudulent submissions, bot traffic, incentivized/co-reg or unapproved source traffic, wrong consumer intent, wrong transfer type, failure to meet minimum call duration, missing or defective consent records, missing TrustedForm/Jornaya where required, DNC/suppression failures, consumer complaints indicating no consent or misleading source, or any Lead/Call that creates material legal or compliance risk.

Astoria's reporting, tracking, acceptance logs, rejection logs, call tracking records, API logs, platform records, and compliance review will control for billing, acceptance, returns, credits, and reporting unless the IO expressly states otherwise.

No payment is due for Leads or Calls rejected, returned, credited, or reasonably disputed by Astoria. Astoria may offset credits, disputes, refunds, chargebacks, settlements, penalties, legal fees, or indemnifiable amounts against any amounts owed to Seller.

Payment of an invoice does not waive Astoria's right to later dispute, return, credit, or seek indemnity for Leads or Calls that are later determined to be invalid, unlawful, unsupported, disputed, complained about, or non-compliant.

9. Payment; Taxes; Withholding Rights

Pricing, billing frequency, payment timing, payment method, and any prepayment or deposit requirements will be stated in the IO. If the IO is silent, approved undisputed amounts are payable net thirty (30) days after Astoria receives a proper invoice and supporting report.

• Astoria may withhold, delay, suspend, or offset payment if Seller fails to provide required records, if Astoria is investigating quality or compliance issues, if there is a consumer complaint or legal demand, if Seller is in breach, if credits are owed, or if Astoria reasonably believes payment would create legal, regulatory, or financial risk.

Seller is responsible for all taxes, fees, assessments, licenses, registrations, and data broker fees arising from Seller's business, source activity, sale of Leads/Calls, or performance under the Agreement, excluding taxes on Astoria's net income.

Seller must provide accurate tax documentation, payment instructions, and beneficiary information. Astoria is not responsible for payment delays caused by incomplete or inaccurate billing, tax, or banking information.

10. Compliance With Laws; Vertical Rules

Seller must comply with all Applicable Law in generating, collecting, sourcing, advertising, calling, texting, emailing, transferring, selling, routing, storing, and delivering Leads and Calls.

Without limitation, Seller must comply with TCPA, TSR, federal and state DNC rules, state mini-TCPA laws, CAN-SPAM, CCPA/CPRA, other state privacy laws, Data Broker Laws, call recording and wiretap/eavesdropping laws, unfair/deceptive acts and practices laws, GLBA/FCRA restrictions where applicable, insurance marketing rules, Medicare/CMS-related rules where applicable, mortgage and lending laws, legal advertising rules, home services regulations, education marketing rules, carrier rules, and platform rules.

• Seller is solely responsible for determining and maintaining its required licenses, registrations, data broker status, consent flows, privacy notices, disclosures, opt-out mechanisms, suppression processes, security safeguards, and downstream/vendor controls.

Astoria's purchase, acceptance, payment, routing, or use of a Lead or Call is not legal advice and is not a representation that Seller's source, consent, disclosure, license, registration, or data broker status is lawful.

11. Telemarketing, DNC, SMS, and Call Center Rules

Seller may not provide any Lead or Call generated through unlawful outbound calling, unlawful outbound texting, robocalls, prerecorded messages, artificial voice, ringless voicemail, spoofing, DNC violations, misleading ads, fake forms, undisclosed call center activity, purchased lists, or unauthorized co-registration.

• Seller must honor all opt-out, STOP, DNC, revocation, suppression, unsubscribe, and communication-preference requests it receives. Seller must maintain suppression processes sufficient to prevent reintroduction of suppressed consumers into future Leads or Calls.

Where call centers are approved, Seller must identify the call center, location, script, transfer path, recording process, consent process, DNC/suppression process, hours, and any subcontractors. Astoria may require call recordings, scripts, agent IDs, QA notes, transfer logs, and disposition data.

No SMS opt-in data, text messaging consent record, or mobile number may be sold, rented, shared, or used for unrelated marketing unless expressly permitted by the IO, the applicable consent language, and Applicable Law.

12. Privacy, Data Broker, and Data Protection

Seller must provide all privacy notices, notices at collection, opt-out links, sensitive data notices, consent language, data broker disclosures, and other disclosures required for each Seller Source and for each Lead or Call.

• Seller is solely responsible for its data broker registration, disclosures, deletion mechanisms, DROP or similar obligations, fees, reporting, downstream notices, and request processing in every jurisdiction where Seller is required to comply.

Seller must promptly notify Astoria of any privacy request, data broker request, DROP request, opt-out, deletion request, consumer complaint, attorney demand, subpoena, civil investigative demand, regulatory inquiry, government investigation, lawsuit, security incident, or material compliance issue relating to any Lead, Call, Seller Source, or Consumer.

Seller must maintain reasonable administrative, technical, and physical safeguards appropriate to the data and must promptly notify Astoria of any unauthorized access, acquisition, disclosure, or misuse involving Leads, Calls, Consumer data, Astoria data, Confidential Information, or credentials.

If Astoria receives a consumer privacy request or complaint related to a Seller-provided Lead or Call, Seller must cooperate promptly and provide all information reasonably requested to verify, delete, suppress, correct, document, or respond to the request.

13. Audit; Quality Review; Source Inspection

Astoria may audit Seller's compliance with the Agreement, including source pages, ads, consent language, scripts, call recordings, source lists, DNC/suppression procedures, privacy notices, data broker procedures, security safeguards, vendor/sub-affiliate controls, and records.

• Seller must reasonably cooperate with audits, provide requested documentation, and remediate deficiencies promptly. Astoria may pause or terminate any campaign or source during an audit or if Seller fails to provide requested information.

Astoria may conduct test leads, test calls, site scans, source reviews, pixel/cookie reviews, consent-flow reviews, and other quality or compliance tests without prior notice.

14. Confidentiality; Source and Pricing Information

Confidential Information includes all non-public information disclosed by or on behalf of a Party, including pricing, IO terms, lead/call data, Consumer data, personal information, Traffic Sources, publishers, buyers, clients, vendors, integrations, API specifications, campaign data, platform data, business plans, security information, and legal/compliance information.

• Seller may use Astoria Confidential Information only to perform under the Agreement and may disclose it only to personnel and service providers who need to know it and are bound by confidentiality obligations at least as protective as these Buyer Master Terms.

Seller may not disclose Astoria's buyers, clients, pricing, filters, routing logic, campaign performance, data, API information, or business relationships to any third party without Astoria's prior written consent.

Confidentiality obligations survive for five (5) years after termination and indefinitely for trade secrets, personal information, Consumer data, consent records, security information, source information, and competitively sensitive information.

15. Ping Data; Platform and API Restrictions

Ping Data, bidstream data, API logs, routing data, pricing data, platform data, source data, campaign data, suppression data, scoring data, and other pre-delivery or platform-related data are Astoria Confidential Information to the extent received from or generated by Astoria systems.

• Seller may not scrape, harvest, reverse engineer, decompile, clone, manipulate, overload, interfere with, or attempt to derive Astoria's source code, business rules, bidding logic, routing logic, algorithms, pricing logic, suppression rules, platform operations, or buyer demand.

Seller may not use Astoria data, Ping Data, call data, API data, reports, or platform data to build, train, improve, test, benchmark, or support artificial intelligence, machine learning, predictive models, competing lead exchanges, competing call routing systems, or competing products.

Seller is responsible for credentials, API keys, account users, authentication methods, IP allowlists, and integration security under Seller's control. Unauthorized credential sharing or failure to revoke access for former personnel is a material breach.

16. Intellectual Property; Marks; Publicity

Each Party retains its own trademarks, logos, trade names, copyrights, websites, software, platforms, data, databases, systems, methods, know-how, APIs, routing logic, creative materials, and intellectual property.

• Seller may use Astoria's name, marks, logos, or creative materials only with prior written approval. Any approved use must follow Astoria's instructions and must stop immediately upon request or termination.

Seller may not issue a press release, public announcement, case study, customer list reference, or marketing claim referencing Astoria or the Agreement without Astoria's prior written approval.

17. Representations, Warranties, and Covenants

Seller represents, warrants, and covenants that: (a) it has authority to enter into the Agreement; (b) it will comply with Applicable Law; (c) it has and will maintain all required licenses, permits, registrations, insurance, data broker registrations, and authorizations; (d) it has all rights, consents, authorizations, and lawful bases necessary to sell, transfer, disclose, license, and make available the Leads and Calls to Astoria; (e) all Seller Sources are lawful, accurate, non-misleading, and properly disclosed; (f) all Leads and Calls are generated without fraud, deception, or prohibited sources; and (g) it will promptly notify Astoria of any material compliance issue.

• Seller further represents that no Lead or Call violates TCPA, TSR, DNC, CAN-SPAM, privacy, data broker, call recording, wiretap/eavesdropping, consumer protection, Medicare/CMS, insurance, mortgage, legal advertising, home services, education, or other Applicable Law.

Seller will ensure that its employees, contractors, vendors, publishers, call centers, sub-affiliates, and agents comply with the Agreement and Applicable Law.

18. Disclaimer; No Astoria Warranties

EXCEPT AS EXPRESSLY STATED IN A SIGNED IO, ASTORIA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, ACCEPTANCE BY DOWNSTREAM BUYERS, CAMPAIGN PERFORMANCE, CONVERSION, REVENUE, PROFIT, OR RETURN ON INVESTMENT.

• Astoria does not guarantee that any Lead or Call purchased from Seller will be accepted by Astoria's downstream buyers, produce revenue, or remain billable if later determined to be invalid, unsupported, unlawful, disputed, or non-compliant.

19. Seller Indemnification

Seller will defend, indemnify, and hold harmless Astoria and its affiliates, officers, directors, employees, contractors, representatives, clients, customers, buyers, vendors, successors, and assigns from and against all claims, demands, lawsuits, regulatory inquiries, civil investigative demands, investigations, damages, statutory damages, fines, penalties, settlements, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) Seller's breach of the Agreement or an IO; (b) Seller's violation or alleged violation of Applicable Law; (c) Seller's fraud, gross negligence, willful misconduct, or deceptive acts; (d) Seller's infringement or misappropriation of rights; (e) unauthorized access to or disclosure of Confidential Information or personal information; (f) failure to comply with privacy, data broker, DNC, TCPA, TSR, CAN-SPAM, SMS, call recording, wiretap/eavesdropping, or consumer protection obligations; or (g) acts or omissions of Seller's employees, contractors, agents, vendors, publishers, call centers, sub-affiliates, or data sources.

Seller's indemnity includes claims arising from Lead or Call generation, source practices, advertisements, consent language, Traffic Sources, publisher activity, lead sourcing, calls or texts used to generate Leads or Calls, lack of valid consent, DNC violations before delivery, inaccurate or misleading disclosures, unauthorized resale, privacy notice failures, data broker failures, defective records, or failure to provide required records.

Seller's duty to defend begins upon written notice. Astoria may participate with its own counsel at Seller's expense if a conflict exists, if Seller fails to defend promptly and competently, or if Astoria reasonably determines separate counsel is necessary to protect its interests. No settlement may admit fault, impose obligations, restrict Astoria's business, or require payment by Astoria without Astoria's prior written consent.

20. Limitation of Astoria Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASTORIA WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES.

ASTORIA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY ASTORIA TO SELLER UNDER THE APPLICABLE IO DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations above do not limit Seller's payment credits, refund obligations, confidentiality obligations, data security obligations, privacy obligations, legal compliance obligations, misuse of Astoria data, fraud, willful misconduct, gross negligence, intellectual property infringement, injunctive relief, or indemnification obligations.

21. Insurance

Seller must maintain insurance appropriate for its business and obligations, including commercially reasonable commercial general liability, professional liability/errors and omissions, cyber liability/data breach, media liability, and technology errors and omissions coverage if Seller generates, sells, transfers, stores, or uses Leads or Calls at material volume.

Upon request, Seller must provide certificates of insurance and evidence of coverage. An IO may require specific limits, additional insured status, or other insurance requirements.

22. Non-Circumvention; Non-Solicitation

During the Term and for twenty-four (24) months after termination, Seller will not knowingly circumvent Astoria by directly or indirectly soliciting, contracting with, selling to, buying from, routing around, or entering into a replacement relationship with any buyer, seller, lead source, call source, client, publisher, vendor, platform connection, or other commercial relationship introduced by Astoria or learned through the Agreement, except with Astoria's prior written consent.

This section does not prohibit a pre-existing relationship that Seller can document existed before Astoria's introduction, nor does it prohibit general solicitations not targeted at introduced relationships.

23. Term; Termination; Suspension

These Buyer Master Terms remain in effect while any IO is active and thereafter for surviving obligations. Unless an IO states otherwise, Astoria may terminate any IO for convenience on one (1) business day's written notice, and Seller may terminate for convenience on five (5) business days' written notice.

• Astoria may immediately suspend or terminate any IO, source, campaign, integration, or delivery path for non-payment, suspected fraud, compliance risk, legal risk, security risk, consumer complaints, misuse of data, missing records, breach, or operational necessity.

Termination does not affect payment credits, refunds, offsets, rights accrued before termination, confidentiality, data protection, recordkeeping, audit, indemnity, limitation of liability, dispute resolution, non-circumvention, restrictions on data use, or any other provisions intended to survive.

24. Notices

Notices must be in writing and may be delivered by email, certified mail, overnight courier, or other method stated in the IO. Notices to Astoria must be sent to the legal notice email and mailing address stated in the IO, with a copy to bizdev@astoriacompany.com unless Astoria designates a different legal notice address. Operational campaign notices may be sent by email to the campaign contacts identified in the IO.

25. Governing Law; Venue; Arbitration; Class Waiver

The Agreement is governed by the laws of the State of Texas, without regard to conflict-of-law principles. Subject to arbitration, the Parties consent to exclusive venue and personal jurisdiction in the state and federal courts located in or having jurisdiction over Tarrant County, Texas.

Any dispute arising out of or relating to the Agreement, an IO, Leads, Calls, data, payments, compliance, or the Parties' relationship will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted by one neutral arbitrator in Tarrant County, Texas, unless the Parties agree otherwise.

Each Party waives the right to a jury trial and agrees that claims may be brought only in an individual capacity and not as a plaintiff, class member, private attorney general, or representative in any class, collective, consolidated, representative, or mass action.

Notwithstanding arbitration, Astoria may seek temporary, preliminary, or permanent injunctive or equitable relief in any court of competent jurisdiction to prevent or stop misuse of Leads, Calls, Ping Data, Confidential Information, intellectual property, platform credentials, or unlawful conduct.

26. Miscellaneous

Assignment. Seller may not assign the Agreement or any IO without Astoria's prior written consent. Astoria may assign the Agreement or any IO to an affiliate, successor, acquirer, financing source, or purchaser of substantially all assets related to the Agreement.

Force Majeure. Neither Party is liable for delay or failure to perform, other than payment, confidentiality, data protection, security, compliance, or recordkeeping obligations, caused by events beyond reasonable control.

Severability. If any provision is held invalid or unenforceable, the remainder remains in effect and the provision will be modified to the minimum extent necessary to make it enforceable.

No Waiver. Failure to enforce a provision is not a waiver of future enforcement.

Electronic Signatures. The Agreement and IOs may be executed electronically and in counterparts. Email approvals may constitute written authorization for operational campaign changes unless an amendment is required.

Entire Agreement. The Agreement supersedes prior or contemporaneous oral or written understandings concerning the subject matter. Terms in invoices, purchase orders, vendor onboarding forms, or click-through systems do not amend the Agreement unless expressly signed by authorized representatives of both Parties.