Partner Terms and Conditions

This Partner Program Operating Agreement (the “Agreement”) is
made and entered into by and between FPM Affiliates (“FPM Affiliates” or “we”), and the party submitting
an application to become a FPM Affiliates partner (“Partner”). The terms and conditions
contained in this Agreement apply to Partner’s participation with fpmaffiliates.hasoffers.com
(“Partner Program”). In connection with the Partner Program, Partner may
see offers (each, an “Offer”) by FPM Affiliates or a third party (each such third party a
“Client”) that may link to a specific web site for that particular Offer
(“Program Web Site”). Furthermore, each Offer may have additional terms that are
incorporated as part of this Agreement. By submitting an application or
participating in an Offer, Partner expressly consents to all the terms and
conditions of this Agreement and the individual accepting this Agreement
represents that he or she has the authority to bind the Partner to the terms
of this Agreement.

Enrollment in the Partner Program

Partner must submit an Partner Program application from FPM Affiliates’s
website. Partner must provide accurate and complete information in
Partner’s application. After FPM Affiliates reviews Partner’s application, FPM Affiliates will
notify Partner of Partner’s acceptance or rejection to the Partner
Program. FPM Affiliates may accept or reject Partner’s application at FPM Affiliates’s sole
discretion for any reason.

Obligations of the Parties

Subject to FPM Affiliates’s acceptance of Partner as an partner and
Partner’s continued compliance with the terms and conditions of this
Agreement, FPM Affiliates agrees as follows:

FPM Affiliates will make available to Partner via the Partner Program
graphic and textual links to the Program Web Site and/or other creative
materials (collectively, the “Links”) which Partner may display on web
sites owned or controlled by Partner, in emails sent by Partner and in
online advertisements (collectively, “Media”). The Links will serve to
identify Partner as a member of FPM Affiliates’s Partner Program and will
establish a link from Partner’s Media to the Program Web Site.
FPM Affiliates will pay Partner for each Qualified Action (the
“Commission”). A “Qualified Action” means an individual person who (i)
accesses the Program Web Site via the Link, where the Link is the last link
to the Program Web Site, (ii) is not a computer generated user, such as a
robot, spider, computer script or other automated, artificial or fraudulent
method to appear like an individual, real live person (as determined by
FPM Affiliates), (iii) is not using pre-populated fields, (iv) completes all of the
information required for such action within the time period allowed by
FPM Affiliates, and (v) is not later determined by FPM Affiliates to be fraudulent, incomplete,
unqualified or a duplicate user.
FPM Affiliates will pay Partner any Commissions earned on a monthly basis, provided that the total Commissions FPM Affiliates owes you is greater than $3000.
Accounts with a balance of less than $3000 will roll over to the next month
and will continue to roll over monthly until the $3000 minimum is reached. FPM Affiliates
reserves the right to charge back to Partner’s account any previously
paid Qualified Actions that are later determined to have not met the
requirements to be a Qualified Action.
Payment for Commissions is dependent upon Clients providing
such funds to FPM Affiliates, and therefore, Partner agrees that FPM Affiliates shall only be
liable to Partner for Commissions to the extent that FPM Affiliates has received such
funds from the Clients.
FPM Affiliates shall automatically generate an invoice on behalf of
Partner for all Commissions payable under this Agreement and shall remit
payment to Partner based upon that invoice. All tracking of Links and
determinations of Qualifed Actions and Commissions shall be made by FPM Affiliates in
its sole discretion. In the event that Partner disputes in good faith any
portion of an invoice, Partner must submit that dispute to FPM Affiliates in writing
and in sufficient detail within thirty (30) days of the date on the invoice.
If Partner does not dispute the invoice as set forth herein, then
Partner agrees that it irrevocably waives any claims or challenges based
upon that invoice. In the event that Partner is also tracking Qualified
Actions and Partner claims a discrepancy, Partner must provide FPM Affiliates with
Partner’s reports within three (3) days after 30th day of the calendar
month, and if FPM Affiliates’s and Partner’s reported statistics vary by more than
10% and FPM Affiliates reasonably determines that Partner has used generally
accepted industry methods to track Qualified Actions, then FPM Affiliates and Partner
agree to make a good faith effort to arrive at a reconciliation. If the
parties are unable to arrive at a reconciliation, then FPM Affiliates’s numbers shall
govern.
If Partner has an outstanding balance due to FPM Affiliates under this
Agreement or any other agreement between the Partner and FPM Affiliates, whether or
not related to the Partner Program, Partner agrees that FPM Affiliates may offset
any such amounts due to FPM Affiliates from amounts payable to Partner under this
Agreement.

Partner also agrees that:

It has sole responsibility for the development, operation, and
maintenance of, and all content on or linked to, the Media.
All materials posted on the Media or otherwise used in
connection with the Partner Program (i) are not illegal, (ii) do not
infringe upon the intellectual property or personal rights of any third
party, and (iii) do not contain or link to any material which is harmful,
threatening, defamatory, obscene, sexually explicit, harassing, promotes
violence, promotes discrimination (whether based on sex, religion, race,
ethnicity, nationality, disability or age), promotes illegal activities
(such as gambling), contains profanity or otherwise contains materials that
FPM Affiliates informs Partner that it considers objectionable (collectively,
“Objectionable Content”).
It will not make any representations, warranties or other
statements concerning FPM Affiliates or Client or any of their respective products or
services, except as expressly authorized herein.
The Media does not copy or resemble the look and feel of the
Program Web Site or create the impression that the Media is endorsed by FPM Affiliates
or Clients or a part of the Program Web Site, without prior written
permission from FPM Affiliates.
It will comply with all (i) obligations, requirements and
restrictions under this Agreement and (ii) laws, rules and regulations as
they relate to its business, its Media or its use of the Links.
It will comply with the terms, conditions, guidelines and
policies of any third-party services used by Partner in connection with
the Partner Program, including but not limited to, email providers, social
networking services and ad networks.
It will always prominently post and make available to
end-users, including prior to the collection of any personally identifiable
information, a privacy policy in compliance with all applicable laws that
clearly and thoroughly discloses all information collection, use and sharing
practices, including providing for the collection of such personally
identifiable information in connection with the Partner Program and the
provision of such personally identifiable information to FPM Affiliates and Clients for
use as intended by FPM Affiliates and Clients.
It will always prominently post and make available to end-users
any terms and conditions in connection with the Offer set forth by FPM Affiliates or
Client, or as required by applicable laws regarding such Offers.
It will not place FPM Affiliates ads on any online auction platform (i.e.
eBay, Amazon, etc).

The following additional program-specific terms shall apply to
any promotional programs set forth below:

Email Campaigns. For all email campaigns, Partner must
download the “Suppression List” from the Offers section of FPM Affiliates. Partner
shall filter its email list by removing any entries appearing on the
Suppression List and will only send emails to the remaining addresses on its
email list. FPM Affiliates will provide an opt-out method in all Links, however, if any
opt-out requests come directly to Partner, Partner shall immediately
forward them to FPM Affiliates at info@fpmaffiliates.com. Partner’s emails containing the Links may not
include any content other than the Links, except as required by applicable
law.
1. Partner agrees that failure to download the
  Suppression List and remove all emails from the database before
  mailing may result in Commission withholdings, removal or suspension
  from all or part of the Partner Program, possible legal action
  and any other rights or remedies available to FPM Affiliates pursuant to this
  Agreement or otherwise. Partner further agrees that it will not
  mail or market to any suppression files generated through the FPM Affiliates
  network, and that doing so may result in Commission withholdings,
  removal or suspension from the Partner Program, possible legal
  action and any other rights or remedies available to FPM Affiliates pursuant to
  this Agreement or otherwise.
Advertising Campaigns. No Links can appear to be associated
with or be positioned on chat rooms or message or bulletin boards unless
otherwise agreed by FPM Affiliates in writing. Any pop-ups/unders used for the Partner
Program shall be clearly identified as being served by Partner in the
title bar of the window and any client-side ad serving software used by
Partner shall only have been installed on an end-user’s computer if the
function of the software is clearly disclosed to end-users prior to
installation, the installation is pursuant to an affirmatively accepted and
plain-English end user license agreement and the software be easily removed
according to generally accepted methods.
Partner Network Campaigns. For all Partners that maintain
their own partner networks, Partner agrees to place the Links in its
partner network (the “Partner Network”) for access and use by those
partners in the Partner Network (each a “Third Party Partner”).
Partner agrees that it will expressly forbid any Third Party Partner to
modify the Links in any way. Partner agrees to maintain its Partner
Network according to the highest industry standards. Partner shall not
permit any party to be a Third Party Partner whose web site or business
model involves content containing Objectionable Content. All Third Party
Partners must be in good standing with Partner. Partner must require
and confirm that all Third Party Partners affirmatively accept, through
verifiable means, the terms of this Agreement prior to obtaining access to
the Links. Partner shall promptly terminate any Third Party Partner who
takes, or could reasonably be expected to take, any action that violates the
terms and conditions of this Agreement. In the event that either party
suspects any wrongdoing by a Third Party Partner with respect to the
Links, Partner shall promptly disclose to FPM Affiliates the identity and contact
information for such Third Party Partner. Partner shall promptly remove
any Third Party Partner from the Partner Program and terminate their
access to future Offers of FPM Affiliates in the Partner Network upon written notice
from FPM Affiliates. Partner shall remain liable for all acts or omissions of any
Third Party Partner.

Confidentiality

For purposes of the Agreement, “Confidential Information” shall
mean all data and information, of a confidential nature or otherwise, disclosed
during the term of the Agreement by one party (“Disclosing Party”) to the other
party (“Receiving Party”), as well as information that the Receiving Party knows
or should know that the Disclosing Party regards as confidential including, but
not limited to:

a party’s business plans, strategies, know how, marketing
plans, suppliers, sources of materials, finances, business
relationships, personally identifiable end-user information, pricing,
technology, employees, trade secrets and other non-public or proprietary
information whether written, oral, recorded on tapes or in any other
media or format;
the material terms of the Agreement; and
any information marked or designated by the Disclosing
Party as confidential.

The Receiving Party agrees to hold all Confidential Information in
trust and confidence and, except as may be authorized by the Disclosing Party in
writing, shall not use such Confidential Information for any purpose other than
as expressly set forth in the Agreement or disclose any Confidential Information
to any person, company or entity, except to those of its employees and
professional advisers:

who need to know such information in order for the
Receiving Party to perform its obligations hereunder; and
who have entered into a confidentiality agreement with the
Receiving Party with terms at least as restrictive as those set forth
herein.

Confidential information shall not include any information that the
Receiving Party can verify with substantial proof that:

is generally available to or known to the public through no
wrongful act of the receiving party;
was independently developed by the Receiving Party without
the use of Confidential Information; or
was disclosed to the Receiving Party by a third party
legally in possession of such Confidential Information and under no
obligation of confidentiality to the Disclosing Party.

The Receiving Party agrees that monetary damages for breach of
confidentiality may not be adequate and that the disclosing party shall be
further entitled to injunctive relief, without the requirement to post bond.

Limited License & Intellectual Property

Partner may not alter, modify, manipulate or create
derivative works of the Links or any FPM Affiliates graphics, creative, copy or other
materials owned by, or licensed to, FPM Affiliates in any way. Partner is only
entitled to use the Links to the extent that Partner is a member in good
standing of the Partner Program. FPM Affiliates may revoke Partner’s license any
time by giving Partner written notice. Except as expressly stated herein,
nothing in this Agreement is intended to grant Partner any rights to any
of FPM Affiliates’s trademarks, service marks, copyrights, patents or trade secrets.
Partner agrees that FPM Affiliates may use any suggestion, comment or recommendation
Partner chooses to provide to FPM Affiliates without compensation for any purpose. All
rights not expressly granted in this Agreement are reserved by FPM Affiliates.

Termination

This Agreement shall commence on the date of FPM Affiliates’s approval of
Partner’s Partner Program application and shall continue thereafter until
terminated as provided herein. Partner may terminate Partner’s
participation in the Partner Program at any time by removing all Links from
Partner’s Media and deleting all copies of the Links. FPM Affiliates may terminate
Partner’s participation in one or more Offers or this Agreement at any time
and for any reason which FPM Affiliates deem appropriate with or without prior notice to
Partner by disabling the Links or providing Partner with a written notice.
Upon termination of Partner’s participation in one or more Offers or this
Agreement for any reason, Partner will immediately cease all use of and delete
all Links, plus all FPM Affiliates or Client intellectual property, and will cease
representing yourself as a FPM Affiliates or Client partner for such one or more Offers.
All rights to validly accrued payments, causes of action and any provisions,
which by their terms are intended to survive termination, shall survive any
termination.

Suspension

In addition to any other rights and remedies available to FPM Affiliates under
this Agreement FPM Affiliates reserves the right to delete any actions submitted through
Partner’s Links and withhold and freeze any unpaid Commissions or charge back
paid Commissions to Partner’s account if (i) FPM Affiliates determines that Partner has
violated this Agreement, (ii) FPM Affiliates receives any complaints about Partner’s
participation in the Partner Program which FPM Affiliates reasonably believes is in
violation this Agreement or (iii) any Qualified Action is later determined to
have not met the requirements set forth in this Agreement or on the Partner
Program. Such withholding or freezing of Commissions, or charge backs for paid
Commissions, shall be without regard as to whether or not such Commissions were
earned as a result of such breach. In the event of a material breach of this
Agreement, FPM Affiliates reserves the right to disclose Partner’s identity and contact
information to appropriate law enforcement or regulatory authorities or any
third party that has been directly damaged by Partner’s actions. Such
suspension will be in addition to FPM Affiliates’s available rights and remedies.

Anti-Spam Policy

Partner must strictly comply with the federal CAN-SPAM Act of
2003 (the “Act”). All emails sent in connection with the Partner Program must
include the appropriate party’s opt-out link. From time to time, FPM Affiliates may request
– prior to Partner’s sending emails containing linking or referencing the
Partner Program that Partner submit the final version of Partner’s email
to FPM Affiliates for approval by sending it to Partner’s FPM Affiliates representative and upon
receiving written approval from FPM Affiliates of Partner’s email the email may be
transmitted to third parties.

It is solely Partner’s obligation to ensure that the email
complies with the Act. Partner agrees not to rely upon FPM Affiliates’s approval of
Partner’s email for compliance with the Act or assert any claim that
Partner are in compliance with the Act based upon FPM Affiliates’s approval.

Fraud

Partner is expressly prohibited from using any persons, means,
devices or arrangements to commit fraud, violate any applicable law, interfere
with other partners or falsify information in connection with referrals
through the Links or the generation of Commissions or exceed Partner’s
permitted access to the Partner Program. Such acts include, but are in no way
limited to, using automated means to increase the number of clicks through the
Links or completion of any required information, using spyware, using stealware,
cookie-stuffing and other deceptive acts or click-fraud. FPM Affiliates shall make all
determinations about fraudulent activity in its sole discretion.

Representations and Warranties

The parties agree to the terms in the General Data Protection
Regulation Data Processing Addendum, which is incorporated into this
Agreement.

Partner represents and warrants that:

it has the power and authority to enter into and perform
its obligations under the Agreement;
at all times, the Media and Partner itself will comply
with all applicable foreign, federal, state or local laws, rules,
regulations and ordinances including, without limitation, the
Gramm-Leach Bliley Act, the Fair Credit Reporting Act, the Federal Trade
Commission Act, CAN-SPAM, the Telephone Consumer Protection Act, the
Fair Debt Collection Practices Act, the Federal Communications Act, and
all rules and regulations promulgated under any of the foregoing, as
well as all applicable state laws including, without limitation, the
California Financial Privacy Act and the Vermont Consumer Protection
Act, and all rules and regulations promulgated under such state laws
(collectively, “Laws”);
it owns and/or has any and all rights in the Media as
contemplated by the Agreement;
at all times, the Media and Partner itself will not
violate any applicable rights of any third party including, but not
limited to, infringement or misappropriation of any copyright, patent,
trademark, trade secret or other proprietary, property or other
intellectual property right;
Partner has a reasonable basis for any and all claims
made within the Media and possesses appropriate documentation to
substantiate such claims;
Partner shall fulfill all commitments made in the
Media;
no Media is targeted to end-users under the age of eighteen
(18);
prior to loading any computer program onto an individual’s
computer including, without limitation, programs commonly referred to as
adware and/or spyware, and cookies, Partner shall provide clear and
conspicuous notice to, and shall obtain the express consent of, such
individual to install such computer program and/or cookies;
the Media does not and will not:
1. contain any misrepresentations or content that is
  defamatory;
2. contain content that is violent, obscene,
  offensive, including content that contains nudity or implied
  nudity or content that is morally or ethically offensive or
  sexually suggestive;
3. promote or support gambling or sweepstakes or
  contests; or
4. contain any “worm,” “virus” or other device that
  could impair or injure any person or entity;
Partner is not, nor is Partner acting on behalf of any
person or entity that is, prohibited from engaging in transactions with
U.S. citizens, nationals or entities under applicable U.S. law and
regulation including, but not limited to, regulations issued by the U.S.
Office of Foreign Assets Control (“OFAC”); and
Partner is not, nor is Partner acting on behalf of any
person or entity that is, a Specially Designated National (“SDN”), as
OFAC may so designate from time to time.

Modifications

In addition to any notice permitted to be given under this
Agreement, FPM Affiliates may modify any of the terms and conditions of this Agreement at
any time. The changes will become effective ten (10) business days after such notice. If the modifications
are unacceptable to Partner, Partner may terminate this Agreement without
penalty solely on the account of such termination within such ten (10) business
day period. Partner’s continued participation in this Partner Program ten
(10) business days after a change notice has been posted will constitute
Partner’s acceptance of such change.

In addition, FPM Affiliates may change, suspend or discontinue any aspect of an
Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad
in connection with a Link. Partner agrees to promptly implement any request
from FPM Affiliates to remove, alter or modify any Link, graphic or banner ad that is being
used by Partner as part of the Partner Program.

Independent Investigation

Partner acknowledges that it has read this Agreement and agrees
to all its terms and conditions. Partner has independently evaluated the
desirability of participating in the Partner Program and each Offer and is not
relying on any representation, guarantee or statement other than as set forth in
this Agreement or on the Partner Program.

Indemnification

Partner shall irrevocably defend, indemnify and hold FPM Affiliates and
Clients and each of their respective employees, officers, directors,
members, managers, shareholders, contractors and agents harmless from and
against any and all liability, loss, damage or expense (including, without
limitation, reasonable attorneys’ fees, costs and expenses) arising out of
or related to any allegation, claim or cause of action, involving:

Partner’s breach of the Agreement;
the Media; and/or
any claim that FPM Affiliates is obligated to pay any taxes in
connection with Partner’s participation hereunder.

Disclaimers

THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES
PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE “AS IS”. EXCEPT AS
EXPRESSLY SET FORTH HEREIN, FPM AFFILIATES EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS,
IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY
WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. FPM AFFILIATES DOES NOT
WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE’S SPECIFIC
REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE
COMPLETELY ERROR-FREE OR UNINTERRUPTED. FPM AFFILIATES EXPRESSLY DISCLAIMS ANY LIABILITY FOR
ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. FPM AFFILIATES DOES NOT
GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.

Limitation of Liability

IN NO EVENT SHALL FPM AFFILIATES BE LIABLE FOR ANY UNAVAILABILITY OR
INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER
ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION
OF ANY KIND BEYOND THE REASONABLE CONTROL OF FPM AFFILIATES. IN NO EVENT WILL FPM AFFILIATES BE LIABLE
FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH,
SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR
LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER
OR NOT FPM AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. FPM AFFILIATES’S CUMULATIVE
LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY,
WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY FPM AFFILIATES IN
COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

Force Majeure

Other than with respect to payment obligations arising hereunder,
neither party will be liable, or be considered to be in breach of this
Agreement, on account of such party’s delay or failure to perform as required
under the terms of this Agreement as a result of any causes or conditions that
are beyond such party’s reasonable control and that such party is unable to
overcome through the exercise of commercially reasonable diligence (a “Force
Majeure Event”). If any such Force Majeure Event occurs including, without
limitation, acts of God, fires, explosions, telecommunications, global or local pandemic, Internet or
Partner Network failure, results of vandalism or computer hacking, storm or
other natural occurrences, national emergencies, acts of terrorism,
insurrections, riots, wars, strikes or other labor difficulties, or any act or
omission of any other person or entity, the affected party will give the other
party notice and will use commercially reasonable efforts to minimize the impact
of any such event.

Governing Law & Miscellaneous

Assignment. Partner may not assign, transfer or delegate
any of its rights or obligations under the Agreement without the prior
written consent of FPM Affiliates, and any attempts to do so shall be null and void;
provided, however, that either party may assign the Agreement or any
portion hereof/thereof, to:
1. an acquirer of all or substantially all of such
  party’s equity, business or assets;
2. a successor in interest whether by merger,
  reorganization or otherwise; or
3. any entity controlling or under common control with
  such party.
Choice of Law/Venue. The Agreement shall be construed in
accordance with and governed by the laws of Singapore.
Non-Waiver/Severability. No waiver of any breach of any
provision of the 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 the Agreement is determined to be invalid,
illegal or unenforceable in any respect under any applicable law, 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 the Agreement will remain in full force and
effect.
Relationship of the Parties. The parties hereto are
independent contractors. There is no relationship of partnership,
agency, employment, franchise or joint venture between the parties.
Neither party has the authority to bind the other, or incur any
obligation on its behalf.

By submitting and application to Partner Program, Partner
affirms and acknowledges that Partner has read this Agreement in its entirety
and agrees to be bound by all of its terms and conditions. If Partner does not
wish to be bound by this Agreement, Partner should not submit an application
to Partner Program. If an individual is accessing this Agreement on behalf of
a business entity, by doing so, such individual represents that they have the
legal capacity and authority to bind such business entity to this Agreement.

GDPR Data Processing Addendum

This General Data Protection Regulation Data Processing Addendum
(“GDPR Addendum”) is incorporated by reference into the Partner Program
Operating Agreement by and between You (“Partner”), and Us (“Network” or
Processor”), (collectively, the “Agreement”). This GDPR Addendum is entered
into as of the date of the Partner Program Operating Agreement.

This GDPR Addendum sets out the terms that apply when Personal
Data, as defined in the Data Protection Legislation, is processed by Network
under the Agreement. The purpose of the GDPR Addendum is to ensure such
processing is conducted in accordance with applicable laws, including EU Data
Protection Legislation, and with due respect for the rights and freedoms of
individuals whose Personal Data are processed.

DEFINITIONS

Capitalized terms used but not defined in this GDPR Addendum have
the same meanings as set out in the Agreement.

Data Protection Legislation: (i)
unless and until the GDPR is no longer directly applicable in the UK, the
General Data Protection Regulation ((EU) 2016/679) and any national implementing
laws, regulations and secondary legislation, as amended or updated from time to
time, in the UK and then (ii) any successor legislation to the GDPR or the Data
Protection Act 1998.

Applicability

Applicability. This GDPR Addendum shall only apply to the extent
Partner is established within the European Union (“EU”) or Switzerland or the
United Kingdom and/or to the extent Network processes Personal Data of Data
Subjects located in the EU or Switzerland or the United Kingdom on behalf of
Partner.

Data Protection

Both parties will comply with all applicable requirements of the
Data Protection Legislation. This Section 1 is in addition to, and does not
relieve, remove or replace, a party’s obligations under the Data Protection
Legislation.

The parties acknowledge that for the purposes of the Data
Protection Legislation, the Partner is the data controller and Network is the
data processor (where Data Controller and Data Processor have the meanings as
defined in the Data Protection Legislation).

Without prejudice to the generality of clause 1.1, the Partner,
as Controller, shall be responsible for ensuring that, in connection with
Partner Personal Data and the Services, (i) it has complied, and will continue
to comply, with all applicable laws relating to privacy and data protection,
including EU Data Protection Legislation; and (ii) it has, and will continue to
have, the right to transfer, or provide access to, the Personal Data to Network
for processing in accordance with the terms of the Agreement and this GDPR
Addendum.

Without prejudice to the generality of clause 1.1, Network shall,
in relation to any Personal Data processed in connection with the performance by
Network of its obligations under this agreement:

process that Personal Data only for the purposes set forth in
the Agreement and Schedule 1 and only in accordance with the lawful,
documented instructions of Partner, except where otherwise required by
applicable law. Any processing required outside of the scope of these
instructions (inclusive of the rights and obligations set forth under the
Agreement) will require prior written agreement of the parties. Where
Network is relying on laws of a member of the EU or EU law as the basis for
processing Personal Data, Network shall promptly notify the Partner of
this before performing the processing required by the Applicable Laws unless
those Applicable Laws prohibit Network from so notifying the Partner;
ensure that it has in place appropriate technical and
organizational measures, available for review and approval by the Partner,
to protect against unauthorized or unlawful processing of Personal Data and
against accidental loss or destruction of, or damage to, Personal Data,
appropriate to the harm that might result from the unauthorized or unlawful
processing or accidental loss, destruction or damage and the nature of the
data to be protected, having regard to the state of technological
development and the cost of implementing any measures (those measures may
include, where appropriate, pseudonymising and encrypting Personal Data,
ensuring confidentiality, integrity, availability and resilience of its
systems and services, ensuring that availability of and access to Personal
Data can be restored in a timely manner after an incident, and regularly
assessing and evaluating the effectiveness of the technical and
organizational measures adopted by it);
ensure that all personnel who have access to and/or process
Personal Data are obliged to keep the Personal Data confidential; and
Network complies with its obligations under the Data Protection Legislation
by providing an adequate level of protection to any Personal Data that is
transferred;
assist the Partner, at the Partner’s cost, in responding
to any request from a Data Subject and in ensuring compliance with its
obligations under the Data Protection Legislation with respect to security,
breach notifications, impact assessments and consultations with supervisory
authorities or regulators. For the avoidance of doubt, Partner is
responsible for responding to Data Subject request for access, correction,
restriction, objection, erasure or data portability of that Data Subject’s
Personal Data;
notify the Partner without undue delay on becoming aware of
a Personal Data breach;
upon termination or expiration of the Agreement, in accordance
with the terms of the Agreement and within a reasonable amount of time,
delete or make available to Partner for retrieval all relevant Personal
Data in Network’s possession; except to the extent that Network is required
by any applicable law to retain some or all of such data. Network shall
extend the protections of the Agreement and this GDPR Addendum to any such
Personal Data and limit any further processing of such Personal Data to only
those limited purposes that require the retention; and
maintain complete and accurate records and information to
demonstrate its compliance with this Section 2.4.

The Partner consents to Network appointing third-party processors
of Personal Data under this agreement, including TUNE
(“Sub-processors”). Network confirms that it has entered or (as the case may
be) will enter with the third-party processor into a written agreement
substantially similar to those set out in this Agreement. As between the
Partner and Network, Network shall remain fully liable for all acts or
omissions of any Sub-processor appointed by it pursuant to this Section 2.5.

Network may, at any time on not less than 30 days’ notice with
email sufficing, add or make changes to the Sub-processors. Partner may object
in writing to Network’s appointment of a new Sub-processor within five (5)
business days of such notice, provided that such objection is based on
reasonable grounds relating to data protection. In such event, the parties will
discuss such concerns in good faith with a view to achieving resolution. If
Network cannot provide an alternative Sub-processor, or the parties are not
otherwise able to achieve resolution as provided in the preceding sentence,
Partner, as its sole and exclusive remedy, may terminate the Agreement.

Miscellaneous

Except as stated in this GDPR Addendum, the Agreement will remain
in full force and effect. If there is a conflict between the Agreement and this
GDPR Addendum, the terms of this GDPR Addendum will control.

Any claims brought under this GDPR Addendum shall be subject to the
terms and conditions, including by not limited to, the exclusion and limitations
set forth in the Agreement.

Schedule 1 Processing, Personal Data and Data Subjects

Details of Data Processing

Subject Matter:
The subject matter of the data processing under this GDPR
Addendum is the Partner Personal Data.
Duration:
As between Network and Partner, the duration of the data
processing under this GDPR Addendum is until the termination of the
Agreement in accordance with its terms.
Purpose:
The purpose of the data processing under this GDPR Addendum is
the provision of the Services to the Partner and the performance of
Network’s obligations under the Agreement (including this GDPR Addendum) or
as otherwise agreed by the parties in mutually executed written form.
Nature of the processing:
Network provides performance marketing solutions and such other
Services as described in the Agreement, which process Partner Personal
Data upon the instruction of the Partner in accordance with the terms of
the Agreement.
Categories of data subjects:
Partner may submit Partner Personal Data to the Services,
the extent of which is determined and controlled by Partner in its sole
discretion, and which may include, but is not limited to, Personal Data
relating to the following categories of data subjects:
1. Employees, agents, advisors, freelancers of Partner
  (who are natural persons); and/or
2. Partner’s end-users authorized by Partner to use
  the Services.
Types of Personal Data:
Partner may submit Partner Personal Data to the Services,
the extent of which is determined and controlled by Partner in its sole
discretion, and which may include, but is not limited to identification and
contact data; financial information; and/or certain information about
Partner’s end users (such as IP address and device identifier).
Sensitive Personal Data (if applicable):
Partner shall not send Network any Sensitive Personal Data
(as defined in the Data Protection Legislation).