1. Purpose The purpose of this Agreement is for Publishers to perform lead generation and marketing services as outlined in this Agreement and applicable Insertion Orders. By accessing the Bid On Calls (“BID”) platform or generating traffic for BID, Publisher agrees to be bound by these terms.

2. Term This Agreement shall commence on the date of account creation or first traffic generation (“Effective Date”) and continue unless and until terminated pursuant to Section 12 (Termination).

3. Publisher Responsibilities Publisher shall provide marketing services for campaigns listed in one or more mutually agreed-upon insertion orders (each an “IO”). Each IO shall detail the campaign criteria, lead qualification and conversion standards, pricing, budget caps, and other relevant performance expectations. BID reserves the right to review and reject any leads that do not meet qualification or conversion expectations as specified in an IO. Only leads accepted by BID as meeting the applicable criteria shall be considered “Qualified Leads.” All lead data must comply with Exhibit A and originate from U.S.-based IP addresses unless otherwise specified. Leads originating from non-U.S. IPs will be automatically disqualified.

4. Lead Tracking and Reporting BID will provide reporting to the Publisher for CPA campaigns within 24 hours after processing. Tracking for CPL and Pay-Per-Call campaigns will be handled via BID’s authoritative call tracking and CRM systems. Publisher acknowledges that BID’s tracking data shall be final and binding for the purposes of billing and compensation.

5. Compensation, Payment, and Withholding Rights BID shall compensate Publisher according to the rates and terms defined in each IO. If an IO does not specify payment terms, payment will be made within 15 days of BID’s receipt of a valid invoice. Billable calls must meet the criteria outlined in the IO, including any minimum call duration (buffer).

• Right to Withhold: BID reserves the right to withhold payment related to leads under investigation due to third-party demand letters, buyer complaints, or suspicion of fraud. If Publisher, intentionally or otherwise, obtains information from leads during a call but terminates a call prior to the time duration necessary for a charged call, BID reserves the right to charge Publisher per call in such situations.

• Offset: BID may offset any amounts owed by Publisher to BID against any commissions owed to Publisher.

6. Exclusivity of Qualified Leads All Qualified Leads submitted to BID are deemed exclusive to BID. Publisher shall not share, resell, or redistribute any lead data generated pursuant to this Agreement to third parties.

7. Representations and Warranties Each party represents and warrants that it is duly organized, validly existing, and in good standing, and has the full power and authority to enter into this Agreement. Publisher further represents and warrants that all information and materials provided: (i) are true and accurate; (ii) do not violate any applicable law (including advertising regulations); and (iii) do not violate any third-party rights.

• Strict Adherence: Publisher expressly warrants that it will not use incentivized traffic, misleading advertising, or other deceptive methods to generate leads.

8. Confidentiality Neither party shall, during the Term and for a period of five (5) years thereafter, disclose Confidential Information to any third party without prior written approval. “Confidential Information” includes business plans, fees, customer lists, technology, and marketing methods. This obligation survives the termination of this Agreement.

9. Compliance and TCPA Obligations Publisher assumes sole responsibility for confirming that the consent language secured by Publisher is legally sufficient. Publisher represents and warrants that: (i) it has secured the “prior express written consent” to contact consumers as defined in the TCPA, or (ii) Publisher has a valid existing business relationship with consumers.

• Proof of Consent: Upon request, Publisher shall provide BID with trusted proof of consent (e.g., TrustedForm or Jornaya token) within 24 hours. Failure to provide such proof will result in the forfeiture of payment for the affected leads.

10. No Agency Relationship The relationship between the Parties is that of independent contractors. Publisher does not act on behalf of BID and shall not bind BID to any third party. Leads are generated solely for resale and are not produced under BID’s direction or control.

11. Anti-Fraud & Prohibited Traffic Sources Publisher agrees that BID retains the sole and exclusive right to determine the validity of all traffic. Fraudulent Traffic is strictly prohibited. Publisher agrees NOT to use or submit leads generated through:

• (a) Incentivized Offers: Offering the caller financial incentives, gift cards, cash, points, rewards, or “free” products.

• (b) Misleading Creatives: Ads that misrepresent the service (e.g., promising “Free Government Grants” or “Stimulus Checks” for insurance offers).

• (c) Bot/Automated Traffic: Any call generated by autodialers, robocalls, soundboards, or scripts.

• (d) Prohibited Methods: Unsolicited SMS/Email spam, live transfers from outbound-initiated calls without specific approval, or aged data.

• (e) Third-Party Reselling: Buying leads from unvetted third-party lead generators.

Violation Penalty: In the event BID suspects Fraudulent Traffic, BID reserves the right to withhold all outstanding payments to Publisher indefinitely while an investigation is conducted. If Fraudulent Traffic is confirmed in any portion of Publisher’s traffic, BID may forfeit the Publisher’s entire account balance to cover costs, damages, and refunds to Buyers.

12. Sub-Publisher & Affiliate Responsibility If Publisher utilizes sub-affiliates, sub-publishers, or third-party vendors to generate traffic, Publisher remains strictly liable for their actions. A breach by Publisher’s vendor is deemed a breach by Publisher. Publisher warrants that it has binding written agreements with all downstream partners that are at least as restrictive as this Agreement.

13. Audit Rights & Clawbacks

• Audit: BID or its designated agent may audit Publisher’s records, call logs, and consent data at any time upon 24 hours’ notice to verify compliance.

• Clawback: If a Buyer charges back, refunds, or refuses payment to BID due to alleged Publisher fraud, quality issues, or TCPA violations—even after BID has already paid Publisher—Publisher agrees to immediately refund such amounts to BID. BID may charge Publisher’s credit card on file or offset these amounts against future commissions.

14. Termination This Agreement may be terminated by either Party at any time with written notice.

• For Cause: BID may terminate this Agreement immediately without notice if Publisher breaches Section 11 (Anti-Fraud) or Section 9 (Compliance).

• Effect: Upon termination for fraud or breach, Publisher forfeits all unpaid commissions.

15. Indemnification Publisher agrees to fully indemnify, defend, and hold harmless BID, its officers, directors, agents, employees, and Buyer partners (Indemnified Parties) from and against any and all claims, liabilities, damages, losses, costs, and expenses (including full legal fees and regulatory fines) arising out of or related to:

• (i) Publisher’s breach of this Agreement;

• (ii) Any violation of the TCPA, CAN-SPAM, or other applicable laws by Publisher or its sub-affiliates;

• (iii) Any claim by a Buyer regarding the quality, consent, or legality of the leads provided by Publisher.

16. Limitation of Liability In no event shall BID be liable for any indirect, incidental, consequential, or punitive damages. BID’s total aggregate liability to Publisher under this Agreement shall not exceed the total commissions paid to Publisher in the thirty (30) days preceding the claim.

17. Governing Law and Dispute Resolution This Agreement shall be governed by the laws of the State of Wyoming. Any disputes arising from this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association in Laramie County, Wyoming. Class arbitrations and class actions are not permitted.

18. Non-Disparagement During the Term and for five (5) years thereafter, Publisher will not make, cause to be made, or encourage others to make any statements, publicly or privately, that disparage or are likely to harm BID or BID’s reputation, business opportunities, or public perception.

19. Entire Agreement This Agreement, along with Exhibit A and any IO, sets forth the entire agreement between the Parties. No representation, inducement, or promise has been made or relied upon by either party other than as specifically set forth herein. BID reserves the right to update these terms at any time by posting the revised version on its website; Publisher’s continued use constitutes acceptance.