General Information

Master Marketing Agreement

This Master Marketing Agreement (the “Agreement”) is entered into between Golden Entropy Marketing, Inc dba EPCVIP, a California Corporation (“EPCVIP”) and , a (“Publisher”) as of , 2023 (“Effective Date”). The services identified and set forth in this Agreement may be further described in the applicable Insertion Order(s) (“IO”), which shall be incorporated herein by reference. The terms of an IO shall supersede all contrary terms set forth in this Agreement, unless expressly set forth otherwise. EPCVIP and Publisher may be referred to herein individual as a “Party” and collectively as the “Parties”.

Recitals

1. WHEREAS, Publisher is in the business of (a) providing advertising services to individuals interested in receiving offers for financial products and services, and/or (b) Publisher develops, owns, manages and operates websites where individuals can submit requests for information for financial products and services, and through its own marketing efforts, Publisher has acquired certain information from individuals who desire to be contacted by EPCVIP’s Clients or Lenders for the purpose of entering into a financial transaction (“Lead(s)”);

2. WHEREAS, EPCVIP is in the business of generating traffic to bring Consumers together with providers of financing option(s), including certain financial products and services listed on the IO(s) attached hereto, and wishes for Publisher to refer interested Consumers to EPCVIP for the purpose of connecting the Consumer to a potential provider of the financing option(s) the Consumer is seeking;

3. WHEREAS, the Parties desire to establish a non-exclusive relationship where Publisher will refer Consumers to EPCVIP, and EPCVIP will compensate Publisher for such referred Leads, subject to the terms and conditions set forth in this Agreement;

4. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1. Definitions.

   Any term not otherwise defined herein shall have the meaning specified below:

   “Advertisement” means, without limitation, marketing materials, advertising collateral, links, request forms, banners, e-mails, headlines, creative, logos, text or images placed on a website, included within an e-mail, text message, and/or other marketing related media that may link to a website owned and operated by EPCVIP.

   “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, telemarketing, lead generation and advertising including the Fair Credit Reporting Act (“FCRA”), Telephone Consumer Protection Act (“TCPA”), Do Not Call Implementation Act, Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM”), Telemarketing Sales Rule (“TSR”), California Business & Professions Code § 17529, California Consumer Privacy Act of 2018 (“CCPA”), banking and consumer credit laws, Federal Trade Commission (“FTC”) rules, regulations and opinions, and applicable privacy and data protection laws, rules and regulations, as such acts, laws, rules, regulations and/or opinions may be amended, modified or supplemented from time to time.

   “Click” means the process of a website visitor clicking on a link that corresponds and directs a Consumer to an EPCVIP owned and operated website and/or Advertisement. Clicks may or may not include Lead Data.

   “Consumer” means an individual who, without limitation, requests or responds to information for goods or services via, without limitation, a Request Form, telephone call or a Click.

   “Invalid Lead(s)” means (i) an individual who did not meet the filtering criteria set forth in the applicable IO(s) but was otherwise erroneously transferred or made available to EPCVIP; (ii) Leads with incorrect or missing contact information, or other personally identifiable information; (iii) duplicate entries or other clear errors; (iv) a computer-generated user, including, without limitation, through the use of any spyware, adware, device, program, robot, redirects, spiders, computer script or other automated, artificial, or fraudulent methods designed to appear like an individual, live person; (v) a Lead that was not submitted by the Consumer in real-time; and/or (vi) Leads that were procured using incentivized or co-registration offers.

   “Lead Data” means the non-public, personally identifiable information obtained from a Consumer who, without limitation, submits a Request Form.

   “Link” means a facility appearing on a website, mobile text message or email that corresponds and directs a Consumer to an EPCVIP owned and operated website and/or Advertisement.

   “Payout” means financial compensation paid to Publisher for actions by Consumers referred to by each Publisher.

   “Request Form” means a form completed by a Consumer expressing interest in third-party products/services.

   “Sub-Publisher(s)” means any business partners, associates or third-party affiliates of Publisher that participate in or perform any activities for Publisher in relation to marketing services to be provided to EPCVIP.

   “Valid Lead” means a Lead submitted by a Consumer on his or her own behalf, that (i) passes successfully through EPCVIP’s internal validity checks; (ii) came from a unique User; (iii) was generated, successfully delivered to and accepted by EPCVIP as a purchased Lead; and (iv) does not include Leads that are generated by fraudulent means or for Consumers who subsequently cancel or return any paid orders.

2. Purpose and Scope.

   1. Each IO will contain information about the campaign (“Campaigns”) through which Publisher may refer Consumers to EPCVIP. The details regarding each Campaign will be set forth on the IO and will include the following information: (i) the product or services made available to Consumers; (ii) the event (“Event”) or Events for which Publisher will receive payment, which may include the submission of a Request Form or a partial Request Form, a sales transaction, a Click, a click-through, registration or an impression; (iii) the compensation owed to Publisher for each Event; and (iv) any additional terms affecting how Publisher will receive payment, as well as any additional terms governing the Campaign, including the term, if any, of such Campaign (collectively the “Campaign Requirements”).

   2. During the term of the applicable Campaign, Publisher may, at any time and from time to time, refer Consumers who perform an Event to EPCVIP. EPCVIP will provide Publisher with unique tracking URLs or unique tracked phone numbers for any Campaign that is the subject of an active IO, which unique tracking URLs or unique tracked phone numbers will identify all Consumers of Publisher or its Sub-Publishers that it refers to EPCVIP.

   3. In the event Publisher assumes responsibility to host the pages on which Leads will be generated, Publisher and EPCVIP will cooperate to establish processes and procedures to transfer information selected from the Leads to EPCVIP. Publisher will provide to EPCVIP the name, email address and other information that it receives from each Lead. Such data shall be jointly owned by Publisher and EPCVIP. The Parties will develop a shared authentication process that permits such data to be seamlessly shared between the two parties. Publisher agrees to ensure that (i) its privacy policy reflects that such data will be shared with EPCVIP and (ii) its Request Forms notify Consumers that EPCVIP shall have the right to use such data consistent with Publisher’s privacy policy.

   4. Publisher shall maintain an eighty percent (80%) redirect rate. “Redirect” shall be defined as the ability to properly redirect the Consumer to a directed page or website. If EPCVIP detects redirect issues, EPCVIP shall send a written warning to Publisher; however, failure to send a written warning does not limit EPCVIP’s remedies herein. If no change is made within twenty-four (24) hours of a written warning, EPCVIP may, at its sole discretion, turn off traffic until the issues are resolved. If redirect rates fall below fifty percent (50%), EPCVIP reserves the right to turn off the campaign without notice.

   5. Publisher agrees that all Leads must be generated with permission for EPCVIP, its network or lenders, and other financial services partners, to pull the Consumer’s credit (i.e., pursuant to the FCRA, the Consumer’s permission for pulling credit, granted upon submitting the Lead, is the permissible purpose required by the FCRA). Publisher must provide proof of FCRA consent immediately upon request by EPCVIP and will fully cooperate with any related requests by EPCVIP to confirm or support such consent.

   6. EPCVIP agrees that the use of all Leads received from Publisher shall comply with all applicable laws, rules, regulations and privacy disclosures. EPCVIP shall use commercially reasonable efforts to ensure that its facilities and all personally identifiable information collected through Publisher’s website or marketing efforts are maintained in a secure environment equal to the security used to protect the identifying and demographic data collected by EPCVIP from other sources, and in no event shall the security deployed by EPCVIP be less than what is commercially reasonable.

   7. Publisher and EPCVIP will collaborate to track and optimize the performance of the Campaigns. EPCVIP shall provide Publisher with access to reporting tools or other means for Publisher to view performance on key metrics in as granular and timely a manner as is practical. EPCVIP shall provide Publisher with access to all information requested by Publisher, including detailed click information, CPAs by brand and individual product, revenue by brand and individual product, and revenue by its Lenders or Clients, as applicable.

3. Terms

   1. This Agreement shall commence on the Effective Date above and shall continue for a period of one year (the “Initial Term”). Either Party may terminate this Agreement or any IO during the Term upon thirty (30) calendar days’ prior written notice to the other Party. This Agreement shall renew at the end of the Initial Term and shall continue for successive annual periods until terminated by either party upon not less than sixty (60) days’ written notice prior to the expiration of the then current renewal term (the “Term”).

   2. Either Party may terminate this Agreement upon ten (10) calendar days’ written notice of a material breach by the other Party, provided such breach is not cured within such ten (10) calendar day period. Either Party may terminate this Agreement effective immediately by providing written notice to the other Party if the other Party ceases to function as a going concern, becomes insolvent, makes an assignment for the benefit of creditors, files a petition in bankruptcy, permits a petition in bankruptcy to be filed against it, admits in writing its inability to pay its debts as they mature, or if a receiver is appointed for all or a substantial part of its assets.

   3. Termination of this Agreement will also automatically terminate any then active IOs. Unless otherwise terminated as set forth in this Agreement, this Agreement shall stay in effect so long as any IOs are outstanding. For the avoidance of doubt, Publisher may post and remove any content related to EPCVIP on Publisher’s or its Sub-Publisher’s website(s) at any time and for any reason without canceling the Agreement.

   4. Upon termination of any IO entered into pursuant to this Agreement, Publisher will receive compensation, as outlined in the IO and/or the terms of the Campaign, for any Events resulting from Leads referred by Publisher after the termination date of such IO.

4. Proprietary Rights, Intellectual Property, and Licenses.

   1. EPCVIP grants Publisher a non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free license to use, reproduce, publicly display, transmit and distribute EPCVIP’s trademarks and logos, and any creative materials provided by EPCVIP (“EPCVIP Licensed Content”). Publisher may use the EPCVIP Licensed Content for the purpose of marketing or promoting each Campaign hereunder. EPCVIP represents and warrants that it has the rights and authority to grant the licenses granted to Publisher to this Section 4(a). Publisher may, but has no obligation to, use the EPCVIP Licensed Content.

   2. Subject to the terms of the Agreement, EPCVIP offers Publisher a non-exclusive right to integrate with EPCVIP’s system for, without limitation, delivering website traffic, pinging Lead Data, posting Lead Data, integration of EPCVIP’s Request Forms, or delivering phone calls to EPCVIP pursuant to this Agreement. Publisher agrees not to modify EPCVIP’s system, including, without limitation, any computer code, software, or URLs in any way without EPCVIP’s prior written approval. EPCVIP reserves any rights not explicitly granted in this Agreement.

   3. Publisher understands and agrees that upon acquisition of a Lead, that the Lead and Lead-related data, including, but not limited to, personally identifiable information provided by Consumers and any and all reports, results and/or information created, compiled, analyzed or derived by EPCVIP from such data is the sole property of EPCVIP and is considered Confidential Information pursuant to this Agreement. EPCVIP, in its sole discretion, shall have the right to market and re-market to the Lead and Lead-related data without further obligation to Publisher.

5. Payment Terms

   1. EPCVIP shall pay Publisher for each Event generated by the Leads and traffic provided by Publisher to EPCVIP (“Revenue”). The rate and amount of such Revenue will be set forth in each IO. EPCVIP shall pay any Revenue due within thirty (30) calendar days after the end of each month in which EPCVIP received the applicable compensation to which the Event relates, unless otherwise specified in any IO.

   2. EPCVIP will track leads and traffic originating from Publisher’s marketing efforts and, within fifteen (15) days following the end of each calendar month, will provide to Publisher a monthly report for such calendar month in a form as mutually agreed upon by both Parties. Such monthly report include the monthly tracked traffic originating from Publisher’s and/or Sub-Publisher’s website(s) and/or marketing efforts, and the resulting Leads, sales, net revenue, chargebacks, and such other information as mutually agreed from time to time by the parties.

   3. EPCVIP shall retain the right to chargeback any Lead(s) that originated from Publisher’s marketing efforts within fifteen (15) days following the end of each calendar month that it determines in its commercially reasonable discretion is an Invalid Lead. EPCVIP shall concurrently support all chargebacks regarding purportedly Invalid Leads with commercially reasonable corroborating data including, relevant data sets, tracking identifiers, and justification for the dispute. EPCVIP may apply a debit to Publisher’s account in an amount equal to a Payout previously credited to Publisher’s account for Invalid Leads or Publisher’s failure to comply with its obligations of this Agreement.

   4. In the event Publisher is also tracking each Event generated by the Leads and Publisher claims a discrepancy, Publisher must provide EPCVIP with Publisher’s report within five (5) business days of receiving any and all payments or monthly reports. If the Parties’ reported statistics vary by more than 10% and the Parties reasonably determines that each Party has used generally accepted industry methods to track qualified Leads, then EPCVIP and Publisher agree to make a good faith effort to arrive at a reconciliation. Unless otherwise set forth herein, Publisher’s failure to timely and properly dispute a payment shall be considered an irrevocable waiver to object to such payment and agreement to EPCVIP’s calculation of the amount payable to Publisher.

   5. Upon termination of any IO entered into pursuant to this Agreement, Publisher will receive a Payout as outlined in the IO or any email regarding compensation, for any compensation received by EPCVIP after the termination date resulting from Events occurring on or prior to the termination date.

6. Representations and Warranties.

   1. Mutual Representations and Warranties. Each Party represents and warrants that: (i) it is duly organized, validly existing and in good standing under the laws of the state of its organization; (ii) it has the right to enter into this Agreement and fully perform its obligations as contemplated herein; (iii) the execution of this Agreement and performance of its obligations under this Agreement do not and shall not violate any other agreements to which it is a party, and (iv) the execution of this Agreement constitutes a legal, valid and binding obligation of it when executed and delivered.

   2. Publisher’s Representations and Warranties. In addition to its other representations and warranties contained in this Agreement, Publisher represents and warrants to EPCVIP that:

      1. Publisher maintains all necessary licenses and registrations to engage in the activities contemplated under this Agreement;

      2. In providing services and fulfilling its obligations pursuant to this Agreement, it shall comply with all Applicable Laws, Rules and Regulations and the terms of this Agreement;

      3. Publisher’s website(s) and marketing efforts shall not (a) infringe upon the privacy, publicity, intellectual property or other rights of any person or entity; (b) contain discriminatory or hate-mongering content; (c) contain or promote gratuitous violence, obscenity or profanity; (d) contain material that is defamatory or libelous; (e) promote any illegal activity, including but not limited to gambling, use of illegal substances, software piracy or hacking; and (f) contain or promote pornography or spoof, or redirect traffic to or from any adult-oriented websites;

      4. At all times, Publisher advertisements, including, without limitation, display ads, web engine or search marketing services, whether performed by Publisher or any Sub-Publisher or third party on Publisher’s behalf, shall 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;

      5. To the extent Publisher obtains Lead Data, such Lead Data was obtained in compliance with all Applicable Laws, Rules, Regulations and privacy policies, and in conjunction with industry standards, and Publisher’s sharing of the Lead Data with EPCVIP shall not violate any applicable law, rule, regulation or representation made to the relevant Consumer(s);

      6. It shall comply with the best practices as adopted by the Online Lender’s Alliance (OLA), including any updates and amendments thereto;

      7. It shall maintain and post in a conspicuous manner on all its websites involved in any Campaign, a privacy policy that clearly and adequately describes how Lead Data is collected, used, maintained, and protected;

      8. To the extent Publisher obtains Lead Data, Publisher shall be solely responsible for the handling, storage and transmission of Lead Data it provides to EPCVIP. Publisher shall implement, and shall take measures to maintain reasonable and appropriate administrative, technical and physical security safeguards to (a) insure the security and confidentiality of the Lead Data; (b) protect against anticipated threats or hazards to the security or integrity of the Lead Data; and (c) protect against unauthorized access or use of Lead Data. Without limiting the generality of the foregoing, Publisher shall implement controls substantially similar or in material compliance with SAS-70, SSAE 16 or any similar successor standard for the processing of transactions using Lead Data. In the event of any suspected or actual compromise of Lead Data, unless otherwise provided by applicable law, Publisher shall notify EPCVIP within twenty-four (24) hours;

      9. Publisher shall immediately notify EPCVIP if it receives notice of any complaints, inquiries or investigations related to the subject matter of this Agreement and immediately remedy same. Publisher shall obtain contractual guarantees from any Sub-Publisher(s) it utilizes, that are the same or similar to those contained in this Agreement and any IO(s). Furthermore, Publisher shall periodically audit such Sub-Publisher(s) to ensure that Sub-Publisher(s) is/are in compliance with the contractual requirements; and

      10. Publisher conducts due diligence verifications, in accordance with industry best practices, of each Sub-Publisher, including but not limited to, verifying that there are no pending formal or informal government investigations or prosecutions against the Sub-Publisher by the Federal Trade Commission, any other federal or state governmental or regulatory body or agency, or any industry regulatory authority. Such due diligence shall be repeated at least annually for as long as Publisher maintains a relationship with Sub-Publisher. Without limiting any of EPCVIP’s rights, Publisher’s failure to conduct a due diligence review of any Sub-Publisher as specified herein may result in termination of this Agreement by EPCVIP.

   3. EPCVIP’s Representations and Warranties. In addition to its other representations and warranties contained in this Agreement, EPCVIP represents and warrants to Publisher that:

      1. It maintains all necessary licenses and registrations to engage in the activities contemplated under this Agreement.

      2. In providing services and fulfilling its obligations pursuant to this Agreement, it shall comply with all Applicable Laws, Rules and Regulations and the terms of this Agreement;

      3. It shall comply with the best practices as adopted by the Online Lender’s Alliance (OLA), including any updates and amendments thereto;

      4. It shall maintain and post in a conspicuous manner on all its websites involved in any Campaign, a privacy policy that clearly and adequately describes how Lead Data is collected, used, maintained, and protected; and

      5. Any websites, creative marketing materials, and/or tracking links provided to Publisher with each posting shall not: (a) infringe upon the privacy, publicity, intellectual property or other rights of any person or entity; (b) contain discriminatory or hate-mongering content; (c) contain or promote gratuitous violence, obscenity or profanity; (d) contain material that is defamatory or libelous; (e) promote any illegal activity, including but not limited to gambling, use of illegal substances, software piracy or hacking; and (f) contain or promote pornography or spoof, or redirect traffic to or from any adult-oriented websites.

7. Non-Exclusivity.

   1. This is a non-exclusive agreement. EPCVIP may permit other publishers to participate in a campaign similar to the Campaign, and Publisher may use content from other parties, and may refer Leads and traffic to other parties, for the same or similar products and services that are included in each Campaign in which Publisher is engaged pursuant to this Agreement and for competing products and services.

8. Confidentiality.

   1. “Confidential Information” means any information which is marked as “confidential,” or should be reasonably understood by its nature or the circumstances of its disclosure to be confidential or proprietary to a Party, and is not generally available to the public, already known to the receiving Party or subsequently independently developed or received by the receiving Party without reference to the Confidential Information of the disclosing Party. During the Term of this Agreement and thereafter, with respect to the other Party’s Confidential Information, each Party agrees (i) to keep it strictly confidential, (ii) to protect it as such Party protects its own Confidential Information but with not less than a reasonable degree of care, (iii) not to use it except as required to perform or receive the services contemplated by this Agreement, and (iv) not to disclose it to anyone other than such Party’s employees who need to know it in order to perform or receive the services contemplated by this Agreement and are informed of its confidential nature. Each Party shall be responsible for any unauthorized disclosure or use by its employees of the other Party’s Confidential Information. Neither Party shall be prohibited from disclosing the other Party’s Confidential Information to the extent required by law, regulation, or judicial order, provided that the receiving Party shall (unless prohibited by law) first notify the disclosing Party and cooperate with the disclosing Party to obtain the maximum confidentiality or protective treatment possible and shall otherwise continue to protect such Confidential Information as provided in this Section 8. Upon the request of the disclosing Party, the receiving Party shall promptly return to the disclosing Party or destroy (and certify such destruction upon request) the disclosing Party’s Confidential Information which is the possession or under the control of the receiving Party, including any copies, extracts, descriptions and summaries thereof, provided, however, that nothing herein shall require a Party to delete or purge any records in backup or archival systems kept in the normal course of business. Any material containing Confidential Information of the other Party that is not returned or destroyed shall remain subject to the confidentiality obligations set forth in this Agreement.

   2. Breach of confidentiality may cause irreparable damage and therefore, in addition to all other remedies available at law or in equity, the injured Party shall have the right to seek equitable and injunctive relief, without the need to post a bond, and to recover the amount of damages (including reasonable attorneys’ fees and expenses) incurred in connection with such unauthorized use or disclosure.

   3. The terms of this Agreement and of each IO entered into hereunder are Confidential Information of both Parties. All information regarding the performance of Publisher and its Sub-Publishers’ website(s) and/or marketing efforts, such as traffic, Clicks, click-throughs and similar information is Confidential Information of Publisher, except that EPCVIP can retain this Confidential Information for record keeping requirements, or obligations as required by Applicable Laws, Rules and Regulations.

9. Indemnification.

   1. Each Party will defend, indemnify and hold harmless the other Party, and the directors, officers, employees, agents, successors and assigns of each of them, from and against all claims, actions, losses, liability, damages, costs, settlements and expenses (including reasonable attorneys’ fees and expenses) (each a “Claim” and collectively, “Claims”) by or payable to any unaffiliated third party arising from any allegation of its breach of any of the terms and conditions in this Agreement or any IO (including any representations and warranties made herein or in any IO).

   2. The indemnified Party agrees to: (i) promptly notify the indemnifying Party in writing of any Claim, provided that failure to do so shall not relieve the indemnifying Party of its indemnification obligations hereunder except to the extent it is actually prejudiced as a result thereof; (ii) permit the indemnifying Party to control and manage the defense of the Claim (and any settlement); and (iii) reasonably cooperate with the indemnifying Party in defending or settling such Claim.

   3. Any settlement of a Claim requires the prior written consent of the indemnified Party, which will not be unreasonably withheld, conditioned, or delayed.

   4. Each Party reserves the right, at its own expense (unless due to the other Party’s failure to commence defense and/or settlement of the Claim within a reasonable time), to participate in or to assume the exclusive defense and control of any matter otherwise subject to indemnification by the indemnifying Party hereunder.

10. Limitation of Liability.

    1. EXCEPT FOR A PARTY’S INDEMNIFICATION AND PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES OF ANY NATURE, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    2. FURTHER, EXCEPT FOR A PARTY’S INDEMNIFICATION AND PAYMENT OBLIGATIONS, NEITHER PARTY’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL EXCEED THE TOTAL FEES PAID OR PAYABLE TO PUBLISHER UNDER THIS AGREEMENT.

11. Disclaimer of Warranties.

    1. a. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY, AND EACH DISCLAIMS ALL, REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, NEITHER PARTY MAKES ANY REPRESENTATION THAT THE OPERATION OF ITS WEBSITE(S) WILL BE UNINTERRUPTED OR ERROR-FREE, AND NEITHER PARTY WILL BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

12. Non-Circumvention.

    1. Publisher shall not, during the term of this Agreement, implement any marketing or sales agreements with any EPCVIP Lead source or Lead purchaser with whom Publisher did not have a verifiable previously existing purchase or sales agreement, in order to willfully circumvent or disrupt EPCVIP’s existing business relationship with said party. In the event that Publisher directly contracts with such a party, Publisher shall pay EPCVIP, as liquidated damages and not as a penalty, an amount equal to what EPCVIP would have otherwise reasonably earned had Publisher not violated this Section 15 clause. Publisher shall not, during the terms of this Agreement and for one (1) year thereafter, directly or in conjunction with any other business, solicit the employees, agents, independent contractors and/or consultants of EPCVIP to cease or modify their actual or prospective working relationship with EPCVIP.

13. 12. Recordkeeping and Right to Audit.

    1. During the term of this Agreement and for one (1) year following its termination, EPCVIP has the right to inspect and audit the accounting and books and records of Publisher with respect to the payments made and received pursuant to this Agreement. Such audits will be conducted with reasonable prior notice and during regular business hours in such a manner as not to interfere with normal business activities. If an audit reveals an overpayment, Publisher shall pay such amount to EPCVIP immediately. In the event of an overpayment in excess of 5% for the period of the audit, Publisher shall reimburse EPCVIP for the reasonable costs of such audit.

14. Governing Law, Jurisdiction, Waiver of Jury.

    1. Mediation and Arbitration of Disputes. Any claim, dispute, or controversy arising out of or relating to this Agreement, including the breach, termination, enforcement, interpretation, or validity thereof, will be resolved through final and binding confidential arbitration. As a condition precedent to arbitration, the parties agree first to engage in good faith, formal mediation, with a neutral mediator agreed upon by both Parties (or, if the Parties cannot agree, each Party will select one neutral mediator, and those mediators will select a third mediator who will act as the mediator for formal mediation between the Parties). The Parties will split the cost of mediation equally. A Party refusing to mediate shall be precluded from bringing any action or counterclaims in arbitration, while the other Party may commence its claims in arbitration. If mediation is unsuccessful, or if one Party refuses to engage in mediation in good faith, then arbitration may proceed consistent with this section.

    2. Administration and Location. The arbitration will be administered in Los Angeles, California under the auspices of the American Arbitration Association (“AAA”) in accordance with the applicable arbitration rules then in effect (“Rules”). If the total amount of all claims and counterclaims is $75,000 or less, the Parties may attend all arbitration proceedings virtually (including telephonically or via video conferencing), unless prohibited from doing so by the Rules or the selected arbitrator.

    3. Claim Submission. Any claim for arbitration will be submitted by the Parties (unless prohibited due to a failure to mediate in good faith, in which case claims or counterclaims are prohibited) in their individual or corporate capacities, and not as a plaintiff or class member in any purported class or representative proceeding. The notice of request for arbitration must be in writing and in accordance with the Rules. The written notice must be personally served, delivered by certified or registered mail, or nationally recognized courier, to the Parties, their respective addresses as provided in this Agreement or as otherwise made known by the Parties in writing their respective addresses as provided in this Agreement or as otherwise made known by the Parties in writing.

    4. Selection of Arbitrator. The arbitration will be conducted before one neutral arbitrator to be mutually agreed upon by the Parties. If the Parties cannot agree to an arbitrator within thirty days of the first written submission of a claim for arbitration, then the AAA will be empowered to make the selection as per the Rules. Whether a particular dispute is arbitrable is at the sole discretion of the selected arbitrator.

    5. Costs. The Party filing for arbitration will be responsible for payment of the initial filing fee. Each Party will bear its own attorneys’ fees, costs and other expenses of arbitration; the fees of the arbitrator and all other administrative costs will be split equally, unless otherwise ordered by the arbitrator. In addition to all other rights and remedies a Party may have, the prevailing Party will be entitled to recover the cost of arbitration, expert testimony, travel expenses for itself and its witnesses, and all other expenses reasonably incurred in bringing or defending the arbitration, as well as an award of its reasonable attorneys’ fees and costs.

    6. Determinations. The arbitrator will also have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. If the arbitrator does not provide a reasoned or written award, either Party may request such a determination. The Party making the request will be responsible for associated costs, unless otherwise agreed to by the Parties or ordered by the arbitrator. If both Parties request the reasoned or written award, the costs will be split equally. Any award rendered will be final and conclusive to the Parties and a judgment thereon may be entered in any court of competent jurisdiction. The Parties will preserve the confidentiality of the arbitration award, including the nature and content of the proceedings leading to the arbitration award, unless otherwise ordered by the arbitrator, or as required by law or judicial decision.

15. Entire Agreement, Construction and Modification.

    1. This Agreement and all applicable IO(s) represent the complete and entire expression of the agreement between the Parties, and shall supersede any and all other agreements, whether written or verbal, between the Parties. This Agreement is considered to have been drafted by both parties hereto such that the rule that ambiguities are construed against the drafter is not to be applied as against any party. Any modification or waiver of any of the terms hereof shall be effective only if made in writing and signed by both Parties.

16. Public Statements.

    1. Neither Party shall make any public statements (including any press releases) referencing the other Party without prior written consent of the other Party.

17. Entire Agreement, Construction and Modification.

    1. This Agreement and all applicable IO(s) represent the complete and entire expression of the agreement between the Parties, and shall supersede any and all other agreements, whether written or verbal, between the Parties. This Agreement and all applicable IO(s) shall be construed as if both Parties equally participated in its drafting, and thus shall not be construed against the drafter. To the extent that anything in or associated with any IO is in conflict or inconsistent with this Agreement, the IO shall take precedence provided that it references this Agreement by name. This Agreement and any applicable IO(s) may be amended only by a written agreement executed by an authorized representative of each Party.

18. Waiver.

    1. No course of dealing on the part of any Party nor the failure or delay by any Party with respect to exercising any of its respective rights, powers or privileges under this Agreement or law shall operate as a waiver thereof. No waiver by either Party hereto of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision.

19. Assignment.

    1. Neither Party hereto may assign or transfer any of its rights, interests or obligations (whether directly, by operation of law or otherwise) hereunder without the prior written consent of the other Party; provided, however, that either Party may assign this Agreement to: (i) an acquirer of all or substantially all of such Party’s equity, business or assets; (ii) a successor in interest whether by merger, reorganization or otherwise; or (iii) any entity controlling, controlled by or under common control with such Party. Any purported assignment or transfer in violation of this section shall be null and void. Subject to the foregoing, the rights and obligations of the Parties hereto shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the Parties.

20. Severability.

    1. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to any judicial decree or decision, such provision shall be revised to reflect the intent of the Parties hereto to the maximum extent permitted by law or if such provision cannot be so revised, then such provision shall be severed from this Agreement and the remainder of this Agreement shall remain valid and enforceable according to its terms.

21. Relationship.

    1. Routine notices for the day-to-day management of the relationship contemplated by this Agreement may be given by email or such other method as the Parties may from time to time decide. Non-routine notices, including notice of termination, default, request for indemnification, assignment and other extraordinary matters, shall be in writing, shall be deemed effective upon receipt or failure to accept delivery, and shall be sent by personal delivery, overnight delivery service or certified mail, return receipt requested. Non-routine notices shall be sent as set forth below or to such other address as a Party may from time to time designate in accordance with the procedures for non-routine notices in this paragraph.

    2. Non-routine notices sent to Publisher shall be directed to the attention of [Name, Company Name, Mailing Address, Contact Email]. Non-routine notices sent to EPCVIP shall be directed to the attention of Legal Department, Golden Entropy Marketing, Inc dba EPCVIP, 26610 Agoura Rd, Suite 209, Calabasas, CA 91302. All non-routine notices sent to EPCVIP must include a copy via electronic mail to EPCVIP’s Legal Department at legal@epcvip.com.

22. Survival.

    1. Notwithstanding anything in this Agreement to the contrary, the following provisions of this Agreement shall survive the termination or expiration of this Agreement. Sections 3, 4, 5, 8, 9, 10, 11, 12, 13, 14 and 18 and all other terms and provisions of this Agreement that by their nature extend beyond the termination or expiration of this Agreement.

23. Headings and Counterparts.

    1. The headings contained in this Agreement are for ease of reference only and are not and shall not be deemed to be substantive provisions of this Agreement. This Agreement may be signed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered electronically, including as a scanned pdf, shall have the same effect as original signatures.

24. Execution, Electronic Signatures.

    1. Publisher acknowledges that its electronic submissions constitute its intent to be bound by this Agreement and all terms contained herein. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the "E-Sign Act") or other similar statutes, Publisher HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SOFTWARE OR SERVICES OFFERED BY EPCVIP. Further, Publisher hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.