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STANDARD AFFILIATE TERMS AND CONDITIONS

These Standard Affiliate Terms and Conditions (these “T&Cs”), are made and entered into as of the date of the electronic submission (“Effective Date”) in Everflow, an electronic reporting platform, or any other applicable electronic reporting platform ( collectively, the “Electronic Platform”) by and between Nussen Edge Media,LLC (“Nussen Edge Media.”), having its principal place of business at 5442 S. 900 E. Murray, Utah 84107 and the name of the party submitting these T&Cs in the Electronic Platform (“Affiliate”) having its principal place of business at the address submitted in the Electronic Platform.  Each of the foregoing persons and entities individually is referred to herein as a “Party” and collectively as the “Parties.”

BACKGROUND

A. Nussen Edge Media, from time to time contracts or otherwise agrees to provide various internet-based lead generation, customer acquisition and/or other related services (“Marketing Services”) for third-party client advertisers (“Advertisers” and each an “Advertiser”) and requires the services of qualified affiliates to perform such Marketing Services.

B.	The terms and conditions of the Marketing Services Nussen Edge Media agrees to provide to Advertisers are set forth in insertion orders approved by Advertisers on a campaign-by-campaign basis (“IOs” and each an “IO”).

C.	Affiliate has experience in the business of performing Marketing Services and has the expertise and know-how required to perform the Marketing Services for Advertisers.

D.	Nussen Edge Media and Affiliate desire to enter these T&Cs pursuant to which Nussen Edge Media and Affiliate may enter into multiple other individual campaign-specific agreements (“Campaign Agreements” and each a “Campaign Agreement”) whereby Affiliate will agree to perform the Marketing Services for a particular campaign covered by an IO pursuant to the terms and conditions set forth in each Campaign Agreement and in these T&Cs.
	
AGREEMENT

	NOW, THEREFORE, in consideration of the covenants, conditions, and undertakings set forth herein, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Nussen Edge Media and Affiliate agree as follows:

1.	DEFINITIONS:  Capitalized terms used in these T&Cs shall have the respective meanings set forth in these T&Cs, including as follows, unless such meaning is clearly precluded by the context in which the term is used:

1.1	“Agreement” means these T&Cs, all Campaign Agreements and all documents incorporated by reference into any of them, between Nussen Edge Media and Affiliate.

1.2	“Applicable Laws, Rules, and Regulations” means all applicable federal, state, and local laws, statutes, rules, regulations, and policies relating to online and direct marketing and lead generation, including without limitation the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act (47 U.S.C. § 227 et. seq.), the Fair Credit Reporting Act (15 U.S.C. §§ 1681-1681), the Telemarketing Sales Rule (15 U.S.C. § 6101 et. seq.), Federal Trade Commission rules and regulations and applicable federal, State and local advertising, consumer protection, privacy and data protection laws, including without limitation the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, rules, regulations and policies, as amended, modified or supplemented from time to time.  If Canadian traffic is permitted in a Campaign Agreement, then Applicable Laws, Rules, and Regulations shall also mean the Canadian Anti-Spam Legislation, S.C. 2010, c. 23 and the rules, regulations and Information Bulletins promulgated thereunder and all Canadian laws, rules and regulation applicable to online advertising and lead generation.  Applicable Laws, Rules, and Regulations also shall include the Applicable Messaging Rules, as defined below in Section 6.1.

1.3	“Creative” means the advertisement and any components or elements thereof provided to Nussen Edge Media  by an Advertiser pursuant to an IO, including banner ads, emails, ad copy, contextual ads and/or other content contained in or making up the Creative.  Creative shall also include advertising content created by Affiliate and approved by Nussen Edge Media pursuant to Section 3, below.

1.4	“Duplicate Lead” means a Lead which was sent to Nussen Edge Media by Affiliate in the prior thirty (30) days.

1.5	“Fraudulent Lead” means a Lead that is the product of fraud, manipulation of information, or incentivized marketing (unless otherwise permitted in a Campaign Agreement) on the part of Affiliate or any of its affiliates or is included in a batch of Leads that have the indicia of being Fraudulent Leads. These may include:  having click-through rates that are much higher than industry averages where solid justification is not evident; having only click programs generating clicks with no indication by site traffic that it can sustain the clicks reported; having been shown to be Fraudulent Leads as reasonably determined by Nussen Edge Media based on credible and reliable indicia, which shall be disclosed to Affiliate; or using fake redirects, automated software, and/or fraud to generate clicks or leads. A Fraudulent Lead includes any Lead identified in these T&Cs as a Fraudulent Lead. Nussen Edge Media  may develop other reasonable factors that indicate Fraudulent Leads and shall make those factors known to Affiliate in writing.

1.6	“Invalid Lead” means a Lead which does not contain valid data inputs for all of the required fields and/or, unless permitted in a Campaign Agreement, is from a consumer who is not a U.S. resident.  Except as provided in a Campaign Agreement, Invalid Leads include Leads with a non-U.S. mailing address, an obvious non-U.S. email address (e.g., X@*.ca) or a known non-U.S. IP address, or consumers who access Creative from or are otherwise generated from a non-U.S. ISP. 
	
1.7	“Lead” means a consumer lead.

1.8	“Qualified Lead” means a Lead acquired when a consumer provides complete registration data on a website through a pre-approved opt-in method as specified in the applicable Campaign Agreement and who meets Advertiser’s screening criteria as described in the Campaign Agreement, who is acquired within the Permitted Parameters (defined below) and which is not an Invalid, Duplicate or Fraudulent Lead.

2.	SERVICES: 

2.1	These T&Cs provide the basis for Affiliate to perform Marketing Services on a number of IOs as authorized by Nussen Edge Media. For each authorized IO, the Parties shall enter into a Campaign Agreement. 

2.2	From time to time,Nussen Edge Media may post on the Electronic Platform, an offer to perform the Marketing Services for a particular IO. Affiliate, or an entity acting on behalf of Affiliate, including Nussen Edge Media affiliate manager, may request to provide the Marketing Services set forth in such offer. Upon Nussen Edge Media's approval of Affiliate’s request, Affiliate will receive an email prompting Affiliate to login to the Electronic Platform, where Cash Network will present to Affiliate a Campaign Agreement with the terms and conditions of the Marketing Services to be provided for the campaign identified in such offer. If Affiliate is in agreement with the terms and conditions set forth in the Campaign Agreement, Affiliate shall indicate its agreement by marking the appropriate boxes in the Campaign Agreement and submitting the form in the Electronic Platform. Upon submission in the Electronic Platform, the Campaign Agreement shall constitute a contract for the performance of the Marketing Services called for therein, subject to all the terms, conditions, and provisions of these T&Cs. The terms and conditions of a Campaign Agreement may be modified from time to time by Nussen Edge Media , in its sole discretion.  Any modification of the terms and conditions of a Campaign Agreement will be recorded in the Electronic Platform.

2.3	Affiliate will display the Creative and perform lead generation services solely in the marketing channels described in the applicable Campaign Agreement.  Except as otherwise permitted in the applicable Campaign Agreement and in compliance with Section 3, Affiliate shall use the Creative provided by Advertiser through Nussen Edge Media .  

2.4	The Parties understand and agree that Advertiser is the sole owner of any and all intellectual property rights associated with the Creative, and that Advertiser has granted to Nussen Edge Media certain rights and licenses to use the Creative.  Nussen Edge Media hereby grants to Affiliate during the term of a Campaign Agreement a non-exclusive, royalty-free, worldwide right and license by all means and in any media, whether now known or hereafter discovered, to use, reproduce, distribute, publicly perform, publicly display, and digitally perform such Creative and all its constituent parts.  

2.5	In connection with generating Leads hereunder, Affiliate is authorized to market Advertiser’s products and/or services as provided for in the Campaign Agreement which may include:  (i) via email to those consumers in Affiliate’s proprietary database(s) of email addresses (collectively, “Affiliate Databases”); and (ii) to consumers on websites owned and/or operated by Affiliate (collectively, “Affiliate Websites” and together with the Affiliate Databases, “Affiliate Media”).

2.6	Affiliate shall use Affiliate’s best efforts to maintain and provide to Nussen Edge Media upon request records of the dates when particular Creatives were publicly used or disseminated to consumers.

3.	CREATIVE CHANGES:  

3.1	Affiliate may not edit or otherwise modify a Creative or any component thereof without Nussen Edge Media's prior written consent or as otherwise permitted by the Campaign Agreement. All modifications to Advertiser-supplied Creatives must be approved by Nussen Edge Media prior to use.

3.2	If permitted in a Campaign Agreement, Affiliate may use its own Creatives to perform Marketing Services for the applicable campaign.  Such Creatives must comply with the marketing restrictions and creative guidelines set forth in Section 4. Nussen Edge Media or Advertiser may modify the marketing restrictions and creative guidelines from time to time, which modification will take effect when provided in writing to Affiliate.

3.3	Affiliate agrees, prior to the public use or dissemination to consumers of any Creatives used by Affiliate to advertise, promote, market, offer for sale, or sell any Advertiser goods or services, (i) to provide Nussen Edge Media with copies of all materially different Creatives to be used by Affiliate, including text, graphics, video, audio, and photographs than that previously supplied or approved by Advertiser or; (ii) to use best efforts to maintain records of (a) Affiliate Media which includes each location Affiliate maintains, or directly or indirectly controls, where the Creatives will appear, including the URL of any Affiliate Website, and (b) each location to which a consumer will be transferred by clicking on any hyperlinks in the Creatives including the URL of any website other than an Advertiser provided link.

4.	MARKETING RESTRICTIONS AND CREATIVE GUIDELINES:  Except as otherwise permitted in a Campaign Agreement or with Nussen Edge Media's prior written approval:

4.1	Affiliate shall not use any “incentivized marketing” or establish, or cause to be established, any promotion that provides any sweepstakes entries, rewards, points or other compensation to be earned in connection with generating Leads, nor create the appearance of incentivized marketing or otherwise attempt to induce consumers to provide Lead-related information through use of any other incentives. 

4.2	Affiliate shall not: (i) include or promote any Creative or Leads by or through any blogs, news articles, advertorials, native advertising, or other social media outlets; or (ii) use any endorsements or testimonials in connection with proving lead generation services for Nussen Edge Media.

4.3	Affiliate shall not display the Creative(s) before the “Start Date” and after the “End Date” specified in the Campaign Agreement or as otherwise specified in a written notice from Nussen Edge Media or after any cap or volume limitation set forth in the Campaign Agreement has been met (collectively, “Permitted Parameters”).  Nussen Edge Media reserves the right to pay Affiliate only for Leads delivered using the Creative within the Permitted Parameters.  

4.4	Affiliate shall not generate Leads, and Cash Network shall not accept Leads generated, in connection with Affiliate Websites that produce, promote, relate to or have characteristics of Prohibited Conduct.  For purposes of the Agreement, “Prohibited Conduct” means the following conduct:  (i) modifying a Creative in any way, or utilizing any Creative, that was not provided by Advertiser through Nussen Edge Media or pre-approved by Nussen Edge Media ; (ii) placing a Creative on specifically non-approved Affiliate Media, or in such a fashion that may be misleading or deceptive to the consumer; (iii) serving a Creative, or driving traffic to a Creative, using any downloadable software or applications without Nussen Edge Media's prior written approval; (iv) using invisible methods or auto-spawning browsers to generate Fraudulent Leads or that are not the affirmative act of the consumer; (v) engaging in any advertising via facsimile or telemarketing including any advertising to telephones, mobile phones or other portable electronic devices via SMS, Smart Messaging, EMS, MMS or any other type of text messaging service or protocol unless pre-approved by Nussen Edge Media in writing or specified in the applicable Campaign Agreement; (vi) violating the terms of service of, or Abusing, social media websites such as Facebook, TikTok, YouTube, Pinterest, Craigslist, or Twitter to drive traffic to the Creative or Affiliate Media (for purposes hereof, “Abusing” means spamming, sending any unsolicited mass mailing or instant messaging, using social media websites for commercial purposes (without Nussen Edge Media's  prior written consent), making any automated use of the systems, such as using scripts to send bulletins or other communications, or any other activity that violates the website’s applicable terms of service); (vii) attempting in any way to alter, modify, eliminate, conceal or otherwise render inoperable or ineffective the tags, source code, links, pixels, modules or other data provided by or obtained from Nussen Edge Media that allow Nussen Edge Media to measure Creative performance and/or assure Affiliate Media transparency; (viii) intentionally soliciting personal information from any consumer under eighteen (18) years of age; (ix) intentionally soliciting personal information from any consumer who is not a U.S. resident, unless, and to the extent, specified in the applicable Campaign Agreement; (x) engaging in any unlawful commercial activities; (xi) engaging in any conduct that Nussen Edge Media objects to, in writing, at least two (2) business days in advance.; and/or (xii) violating any Applicable Laws, Rules, and Regulations. 

4.5	Affiliate shall not place any Creative or other intellectual property made available to Affiliate in connection with its performance under these T&Cs and any Campaign Agreement on Affiliate Websites that contain, promote, reference or have links to: (i) web pages with no content; (ii) profanity, sexually explicit material, hate material, material that promotes violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or family status, illegal activities or advice, or any other material, upon two (2) business days prior written notice, reasonably deemed by Nussen Edge Media to be unsuitable or harmful to Advertiser’s reputation; (iii) piracy (of software, videos, audio/music, books, video games, etc.), hacking/cracking/phreaking, content unlockers, emulators/ROMs, or violations of the rights of others, such as intellectual property or privacy rights; (iv) intentionally deceptive acts or practices; (v) personal web pages, non-English language pages, free hosted pages, or Affiliate Websites under construction; (vi) charity clicks/donations, paid to surf, Active X downloads, all affiliate links, or incentivized traffic where consumers have some sort of incentive to click on a Creative; or (vii) activities generally understood as Internet abuse, including the sending of unsolicited bulk electronic mail or the use of spyware.  

4.6	Affiliate may not use third-party trademarks, names, or logos, or any other term excluded from the applicable “Search Terms for Use” provided in the Campaign Agreement (if any), in any manner to direct traffic to Affiliate Media.  This prohibition includes purchasing keywords from search engine service providers (“Paid Search Networks”), or purchasing inclusion in search engine networks (“Paid Inclusion Networks”), where the associated keywords include the trademark, service mark, and/or brand name of any third-party including, without limitation, Advertiser, or any derivative or misspelling of any such trademark, service mark or brand name.  Affiliate must provide all text and proposed keywords/phrases that it would like to bid on (“Keyword Text”) to Nussen Edge Media for approval or editing, prior to submitting same to any Paid Search Network or Paid Inclusion Network.  Affiliate will maintain for each campaign governed by a Campaign Agreement, a negative keyword list for Paid Search Networks and Paid Inclusion Networks and will update that list with specific negative keywords at the request of Nussen Edge Media.  Without limiting the foregoing, Affiliate must not violate the rules, requirements, and regulations of any Paid Search Network or Paid Inclusion Network, and Affiliate shall fully indemnify and hold harmless Nussen Edge Media from and against any and all liability arising from or in connection with any such violation.  Unless otherwise permitted by the applicable Campaign Agreement or by Nussen Edge Media in writing, in advance, Affiliate may not link directly to an Advertiser website, directly from the sponsored links, and/or search results generated in connection with Paid Search Network or Paid Inclusion Network marketing.  Affiliate acknowledges and agrees that a violation of this provision may result in serious and actual harm to Nussen Edge Media and that amount of such harm is difficult to predict or establish.  In addition to any other remedies provided in the Agreement, in the event that Affiliate violates any provision in this Section 4.6, Affiliate agrees to pay to Nussen Edge Media as liquidated damages the amount of ten thousand dollars ($10,000) per violation.  Affiliate agrees that this liquidated damages amount is not imposed as a penalty.  Affiliate acknowledges and represents that Nussen Edge Media's damages resulting from a breach of this section are difficult to ascertain or predict and that the liquidated damages contemplated herein are reasonable in light of these difficulties of proof of loss.  Affiliate further acknowledges and represents that its agreement to this liquidated damages provision is not a result of unequal bargaining power and that the terms thereof are not unjust, unfair, oppressive, or harsh.
  
4.7	If Affiliate or its affiliates are sourcing Leads from mobile sources, Affiliate shall use reasonable commercial efforts to ensure that any mobile ads served are not disruptive to the user experience, e.g., users must be able to close out of any Creatives served.  The Creative used must comply with the other requirements set forth in these T&Cs, including using only approved Creatives and not using a Creative that is deceptive or misleading.  
 
4.8	Affiliate acknowledges that an Advertiser may include in an IO marketing guidelines governing the campaign that is the subject of that IO.  Affiliate agrees that it will comply with any such guidelines governing an IO that is the subject of a Campaign Agreement between Nussen Edge Media and Affiliate.

4.9	Affiliate shall not collect or process the personal information of any resident of the European Union (“EU Resident”) except where: (i) the EU Resident has given express consent to the processing of his or her personal information for one or more specific purposes; (ii) the collection or processing is necessary for the performance of a contract between Affiliate and the EU Resident, or is in order to take steps at the request of the EU Resident prior to entering into such a contract; (iii) the collection or processing is necessary for compliance with a legal obligation of Affiliate; or (iv) the collection or processing is necessary for the purposes of other legitimate interests pursued by Affiliate, or by a third party, except where such interests are overridden by the interests of the EU Resident, in particular where the EU Resident is younger than eighteen years of age, as permitted under the General Data Protection Regulation of the European Union (the “GDPR”). In the event Affiliate fails to comply with the requirements of this Section 4.9 or the requirements of the GDPR, Affiliate agrees to indemnify Nussen Edge Media against any and all third party claims against Nussen Edge Media resulting from such non-compliance pursuant to these T&Cs and the Campaign Agreements.

5.	EMAIL CAMPAIGNS:  The provisions of this Section 5 are applicable only if Affiliate is using email to provide lead generation services.  Nussen Edge Media requires that all email campaigns adhere to the following rules:

5.1	Affiliate shall at all times only use the Advertiser-provided email Creative or email Creative approved pursuant to Section 3, maintain compliance with Applicable Laws, Rules, and Regulations, including without limitation the CAN-SPAM Act of 2003, as amended (“CAN-SPAM”) and any similar state laws applicable to email marketing, and at a minimum meet the marketing requirements set forth in this Section 5, Section 4, and Advertiser-mandated guidelines, if any.  If any Applicable Laws, Rules, and Regulations governing email marketing is enacted or amended after the most recent renewal of these T&Cs setting forth standards more restrictive or different than those set forth herein, the more restrictive or different standards contained in such subsequently enacted or amended law, rule or regulation shall apply to Affiliate.  

5.2	Affiliate represents and warrants that the email addresses included in the Affiliate Database and used by Affiliate to mail a Creative are from U.S. residents where the users have manifested affirmative consent–that is, they have opted-in to receive commercial emails from Affiliate—and none of the email addresses were obtained through email harvesting or dictionary attacks.  Affiliate must collect and maintain proof of opt-in consent for 24 months from the date of receipt and shall supply, upon Nussen Edge Media's request, the name, date, time, and IP address where the user signed-up and/or gave affirmative consent to Affiliate to be contacted with email messages.  Affiliate is solely responsible for all consumer complaints that it receives in connection with email campaigns that it conducts and shall bear any costs and/or fees charged by its Internet service provider related to responding to and/or managing allegations of “spam” or any other unauthorized usage complaints received from consumers, regulatory agencies or otherwise.  Affiliate shall: (i) make adequate disclosures to those consumers in its Affiliate Database regarding its email, privacy, and security policies; (ii) timely respond to all complaints after Affiliate becomes aware of the complaint; and (iii) provide Nussen Edge Media with a copy of every complaint related to Affiliates services under any Campaign Agreement, promptly, upon Affiliate’s receipt thereof.  

5.3	Every email sent by Affiliate for a campaign governed by the Agreement shall:  (i) contain accurate routing information in the header and shall not include false or misleading header information, false or misleading registrations for email accounts, or use IP addresses whose purpose is to conceal the email’s origin and shall include in the header (a) a traceable publicly registered domain name, which may include one of the Advertiser-provided “friendly forms”, or (b) the Affiliate’s company name or registered d/b/a; (ii) with regard to the subject line, not utilize a subject line (a) that is misleading, (b) that implies any prior personal or business relationship, or (c) that contains any personal names, confirms information/prizes, or (d) that implies the email is a response to the recipient; (iii) not contain a third party domain name without the third party’s written permission; (iv) not seek or obtain unauthorized access to a user’s computer or connected device that enables sending any commercial email; (v) if the email is sent on Advertiser’s behalf, contain Advertiser’s physical mailing address and customer service/unsubscribe/opt-out link or, if Affiliate is acting as the “sender” of the email for CAN-SPAM purposes, Affiliate’s physical mailing address and customer service/opt-out/unsubscribe link; (vi) contain the intended recipient’s email address in the “to” line; (vii) clearly and conspicuously identify the emails as advertisements; and (viii) include the identifiers and disclaimers that Advertiser assigned to the email.

5.4	With regard to opt-out links, (i) the opt-out link or electronic address must remain valid for at least sixty (60) days after delivery of the email; (ii) the opt-out domain must match the sending domain; and (iii) if the sending domain is registered to a d/b/a, the opt-out domain must match that d/b/a. Affiliate shall not place commercial offers on the opt-out page and the opt-out mechanism must be free of charge to recipient and use the same electronic means by which the email was sent or other electronic means, if not practicable.  Further, Affiliate shall not (a) complicate the opt-out process (ex: using CAPTCHA or any other interim pages); (b) require recipient to pay a fee for opt-out; (c) require recipient to provide any information other than the email address and opt-out preferences (specifically sender shall not ask for any personally identifying information); (d) require recipient to take any steps other than send a reply email message or visit a single Internet Web page to opt-out; (e) alter or cause to be altered any transmission data; or (f) install or cause to be installed any computer program.  Affiliate must stop all emails within ten (10) business days of receipt of an opt-out request.  Affiliate is prohibited from selling or otherwise transferring email addresses of persons who have opted-out.

5.5	Nussen Edge Media will make available to Affiliate a regularly updated suppression list containing current unsubscribe requests in conformance with CAN-SPAM.  Affiliate shall update its suppression list at least ten (10) days prior to sending any emails on Advertiser’s behalf and include in such list any unsubscribe requests that it receives for Advertiser offers.  If Affiliate fails to update its suppression lists on a timely basis, Nussen Edge Media reserves the right to take corrective action up to and including terminating Affiliate’s right to send emails as part of its services under a Campaign Agreement.  Affiliate will not send emails to any address included on Nussen Edge Media or its internal suppression list and will not sell, license or otherwise make the suppression list available, in whole or in part, to any third party or use it for any purpose other than as provided for in this Section 5.5.  

5.6	Nussen Edge Media may request Affiliate to investigate any publication or other display of a Creative which Nussen Edge Media reasonably believes may have violated one or more of the Applicable Laws, Rules, and Regulations.  Affiliate shall promptly commence an investigation of the incident and report the results of the investigation to Nussen Edge Media and comply with Nussen Edge Media's response thereto, which may include identifying the sender of the email.  Affiliate further agrees and acknowledges that:  (i) it has downloaded and removed the domains located on the Federal Communications Commission’s (“FCC’s”) wireless domain names list (http://www.fcc.gov/cgb/policy/DomainNameDownload.html) from any and all current data used in mailings hereunder; and (ii) any and all new data that it acquires, regardless of its source, will be scrubbed against the FCC’s wireless domain names list and that the domain names contained therein will be removed before sending any mailings hereunder.  

5.7	Affiliate shall maintain for at least twelve (12) months after termination of these T&Cs and all Campaign Agreements, all records evidencing opt-in consent, including, without limitation:  (i) the opt-in information set forth in Section 5.2; (ii) posted privacy policies of source websites as of date of consent; and (iii) any other information collected at time of opt-in.  Affiliate agrees to produce such records to Nussen Edge Media within ten (10) business days of its receipt of Nussen Edge Media's request therefore.

5.8	Nussen Edge Media may modify the terms of this Section 5 from time to time and such modifications shall be incorporated herein upon notification in writing to Affiliate of such modifications.  Nussen Edge Media shall have no obligation to pay for any Lead that (i) does not fully comply with the terms set forth in this Section 5; (ii) results from a mailing domain address that is not openly and accurately registered to Affiliate or its agent; (iii) is misleading or deceptive in any other manner; or (iv) contains any false or fraudulent information. Nussen Edge Media has the sole discretion to determine if a violation of this Section 5 has occurred, though Nussen Edge Media shall exercise that discretion in a reasonable matter.  Any email that is in violation of this Section 5 is not a Qualified Lead and Nussen Edge Media will not compensate Affiliate in connection with that Lead. Affiliate shall fully defend, indemnify and hold harmless Nussen Edge Media against any allegation, claim, action, judgment, loss, damage, or expense (including reasonable attorney fees and costs) arising out of any breach of this Section 5.  Affiliate’s indemnification obligation shall expressly include any fine, assessment, judgment, payment, or other expense levied by any state or federal agency, department, division, commission, or office related to a consumer complaint or claim arising from or related to Affiliate’s violation of this Section 5, or a settlement of any such complaint or claim.

6.	SMS/TEXT CAMPAIGNS:  If a Campaign Agreement permits the use of SMS/text messaging (collectively, “Messaging”) for a campaign, the following terms and conditions apply to the use of such Messaging:  

6.1	Affiliate may conduct a Messaging campaign by contacting only consumers (“Consenting Users”) who have provided Affiliate with “prior express written consent” (“TCPA Consent”) as that term is defined in the Telephone Consumer Protection Act (47 USC § 227) and its implementing regulations, 47 CFR §64.1200, as amended from time-to-time (“TCPA”) to be contacted via Messaging by or on behalf of the entity designated by Advertiser (“Named Advertiser”).  The language to be used by Affiliate to obtain TCPA Consent from Consenting Users (“Consent Language”) must include the Named Advertiser, as well as all language and other elements required under the TCPA, the most recent version of the Mobile Marketing Association (“MMA”) U.S. Consumer Best Practices for Messaging, the most recent version of the Cellular Telecommunications Industry Association (“CTIA”) SMS Interoperability Guidelines and CTIA Short Code Monitoring Handbook, the rules, terms, conditions and policies of all participating mobile telephone carriers, as well as any other rules applicable to Messaging (collectively, the “Applicable Messaging Rules”).

6.2	The Consent Language shall be provided to Nussen Edge Media for prior written approval before any Messaging in connection with a campaign commences.  No copy or text other than the Consent Language that was pre-approved by Nussen Edge Media, in writing, may be used by Affiliate for its Messaging activities and the TCPA Consent must not be combined with any other consent.    Affiliate will not edit, modify, deviate from or otherwise make any changes to the Consent Language in any manner without Nussen Edge Media's prior written approval in each instance.    

6.3	Affiliate shall maintain or cause to be maintained records (“TCPA Records”) of the TCPA Consents obtained from each Consenting User, including the date and time stamp of when the TCPA Consent was obtained, the IP address/device ID of the Consenting User, the Consent Language associated with each such TCPA Consent and such other information, and/or documentation, that is reasonably necessary to prove in a regulatory or judicial proceeding, or in discussions that could reasonably be expected to predate such a proceeding, that the Affiliate secured legally sufficient TCPA Consent from the Consenting User to be contacted via Messaging by Affiliate on behalf of the Named Advertiser.  Affiliate shall maintain the TCPA Records at its expense for at least seven (7) years, and shall provide such TCPA Records to Nussen Edge Media within five (5) business days of its written request therefor. 

6.4	Affiliate shall maintain compliance systems to detect Fraudulent Leads, either through its own software or third-party monitoring services.  Affiliate shall maintain or cause to be maintained written procedures and policies for developing and maintaining a Do Not Call (“DNC”) registry and shall comply with all national DNC rules and regulations.    Affiliate shall honor a DNC request by consumer and must place the name on its DNC registry when the request is made within a reasonable time, not to exceed thirty (30) days after the date of the request.  Affiliate shall maintain such request for a period of five years from the date of the request.  Affiliate shall provide Cash Network any updates to its DNC registry within thirty (30) days of receiving a DNC request by a consumer.  

6.5	Affiliate shall vet Messaging service providers and only use those entities/persons (“Approved Providers”) who, in its reasonable commercial judgment, have the technical capabilities and appropriate training and management that enables such Approved Providers to send SMS/text messages (“Messages”) in compliance with all Applicable Laws, Rules, and Regulations and Applicable Messaging Rules including:  (i) sending Messages in accordance with the Telemarketing Sales Rule time of day restrictions based on where the recipient resides; (ii) maintaining an operable opt-out system which suppresses users who opt-out from receiving future Messages; and (iii) maintaining a system which records the date/time stamp and Message content for each Message sent to recipients.  Affiliate shall be solely responsible for the acts and omissions of its Approved Providers.  

6.6	Affiliate shall ensure that all Messages sent in connection with a Messaging campaign comply with all Applicable Laws, Rules, and Regulations, Applicable Messaging Rules and the other terms, conditions and restrictions contained in these T&Cs.  The content of all Messages to be sent for a campaign (“Message Content”) shall be provided to Nussen Edge Media for prior written approval before such Message Content is used for a campaign.  No copy, images, links, buttons or text other than the Message Content that was pre-approved by Nussen Edge Media, in writing (including any links provided by Advertiser), may be used by Affiliate in connection with its Messaging activities.  Affiliate will not make any changes to the Message Content without Nussen Edge Media's prior written approval in each instance.

6.7	Nussen Edge Media may modify the terms of this Section 6 from time to time and such modifications shall be incorporated herein upon notification in writing to Affiliate of such Nussen Edge Media shall have no obligation to pay for any Lead that does not fully comply with the terms set forth in this Section 6.  Nussen Edge Media has the sole discretion to determine if a violation of this Section 6 has occurred, though Nussen Edge Media shall exercise that discretion in a reasonable matter.  Any Messaging that is in violation of this Section 6 is not a Qualified Lead and Nussen Edge Media will not compensate Affiliate in connection with that Lead.  Affiliate shall fully defend, indemnify and hold harmless Nussen Edge Media against any allegation, claim, action, judgment, loss, damage, or expense (including reasonable attorney fees and costs) arising out of any breach of this Section 6.  Affiliate’s indemnification obligation shall expressly include any fine, assessment, judgment, payment, or other expense levied by any state or federal agency, department, division, commission, or office related to a consumer complaint or claim arising from or related to Affiliate’s violation of this Section 6, or a settlement of any such complaint or claim.

6.8	Leads generated from Messaging activities that do not comply with this Section 6 shall be deemed Fraudulent Leads for purposes of these T&Cs. 

7.	RULES APPLICABLE TO AFFILIATE NETWORKS:  If Affiliate has a network of third party Affiliates and a Campaign Agreement between Nussen Edge Media and Affiliate expressly permits Affiliate to utilize such third parties (each, a “Network Member”) to provide certain of the services set forth in a Campaign Agreement, then the following provisions shall apply: 

7.1	Affiliate shall not make any campaign available “publicly” but rather may only permit Network Members to run the campaign that Affiliate (i) has vetted for compliant business practices; and (ii) has entered into agreements with such Network Members which contain, among other provisions, (a) an agreement to not modify the Creative except as provided for in Section 3 above, (b) to comply with the Marketing Restrictions and Creative Guidelines contained in Section 4, Advertiser-mandated guidelines, if any, and, if such Network Member is using email or Messaging to provide lead generation, Sections 5 and 6, and (c) representations, warranties, covenants and indemnification substantially similar to those set forth in Sections 5.8, 6.7, 12, 13, 15, and 17.1.    

7.2	Affiliate shall require each Network Member who runs a campaign to provide Affiliate with the following information:  (i) the Network Member’s name as registered with the Secretary of State of the state of its incorporation/ formation and the state of incorporation/formation; (ii) the first and last name, mailing address, country, telephone number, and email address for at least one natural person who owns, manages, or controls such Network Member; and (iii) the bank account information where payments are to be made to the Network Member.

7.3	Affiliate shall use best efforts to obtain and retain the same information set forth in Section 7.2 above from each of its Network Members prior to their use of any Creatives and upon request, and to provide Nussen Edge Media with proof of having obtained such information.

7.4	If Nussen Edge Media determines that use of any Creatives by a Network Member or that a Network Member’s marketing practices do not comply with these T&Cs, Nussen Edge Media shall inform the Affiliate and Affiliate shall inform the Network Member in writing to stop using such Creatives or cease its noncompliant marketing practices and, upon Nussen Edge Media's request, provide Cash Network with the identity and contact information of such Network Member.

7.5	If Affiliate is permitted to use Network Members, Affiliate shall be responsible for the actions of its Network Members and the provisions of Sections 4, 5, and 6 shall be applicable to such Network Members.

8.	COMPLIANCE MONITORING AND CONSEQUENCES OF NON-COMPLIANCE:

8.1	Nussen Edge Media will actively monitor Affiliate activity using a combination of its own proprietary software and third party monitoring services such as Lashback, Anura and Optizmo to detect Invalid, Duplicate and Fraudulent Leads and whether an Affiliate is timely updating its suppression list in compliance with Section 5.5.  If Nussen Edge Media reasonably believes that Affiliate is submitting Fraudulent Leads, Nussen Edge Media will hold Affiliate payment in 'Pending Status' until Affiliate has satisfactorily provided reasonable evidence that Affiliate is not submitting Fraudulent Leads.  Nussen Edge Media shall not be obligated to pay for Invalid, Duplicate or Fraudulent Leads that have been timely disputed as provided for in this Section 8. Nussen Edge Media shall send Affiliate notice no more than thirty (30) days after the end of the month in which the Lead was delivered of any Leads that it is disputing.  The dispute notice shall identify the Leads disputed including date and time stamp, subID, IP address and the grounds that such Lead(s) is (are) being disputed.  The Parties shall use commercially reasonable efforts to resolve disputed Leads.  If Affiliate is unable to reasonably prove that Affiliate is not committing fraud and/or attempting to supply Fraudulent Leads, Affiliate will forfeit the specific commission for such allegedly Fraudulent Leads, and Nussen Edge Media will have the option of terminating the Campaign Agreements under which the Fraudulent Leads were generated. 

8.2	If Affiliate uses any unapproved Creative or otherwise materially violates Section 4, Section 5, Section 6, or Advertiser-mandated guidelines, if any, Nussen Edge Media may in its discretion: (i) disable any connection between Advertiser and the Creatives used by Affiliate to engage in such prohibited acts or practices; (ii) immediately terminate the Campaign Agreements under which the use of the unapproved Creative or the marketing tactics in violation of these T&Cs occurred; (iii) withhold all payments due Affiliate attributable to the unapproved Creative or marketing tactics in violation of these T&Cs; (iv) terminate these T&Cs and all Campaign Agreements between Nussen Edge Media and Affiliate upon two (2) business days’ written notice; and (v) hold Affiliate liable for any and all damages and/or claims attributable to Affiliate’s noncompliance.  Nussen Edge Media election to exercise any of these remedies should not be considered and is not intended to be a waiver of its right to assert any other remedies.

8.3	If Affiliate is permitted to use Network Members, Affiliate shall be responsible for the actions of its Network Members and the provisions of Sections 8.1 and 8.2 shall be applicable to such Network Members.

9.	REMOVAL OF CREATIVES:  Affiliate may, in its complete discretion, reject, cancel, or remove at any time any Creative for any reason without prior notice to Nussen Edge Media.  Affiliate must notify Nussen Edge Media following the rejection, cancellation, or removal of any Creative from the service within one (1) business day.  

10.	LEADS: Nussen Edge Media may reject Invalid or Duplicate Leads in real time. Nussen Edge Media may reject Fraudulent Leads within thirty (30) days after the end of the month in which the Lead was generated.  In that event, Nussen Edge Media shall send Affiliate a notice identifying the Fraudulent Leads together with the date/time stamp, referring URL and the reasons why the Lead(s) is/are fraudulent.  The Parties agree to work in good faith to resolve any such dispute regarding Leads.  Any Lead information deemed by Nussen Edge Media to not be a Qualified Lead or not paid for by Nussen Edge Media for any reason, shall be the Confidential Information of Affiliate and may not be used in any manner whatsoever by Nussen Edge Media.  

11.	AFFILIATE OBLIGATIONS:  Affiliate agrees to be bound to Nussen Edge Media in the same manner and to the same extent as Nussen Edge Media is bound to Advertiser(s) under the IOs.  Affiliate agrees to undertake the obligations and responsibilities assumed by Nussen Edge Media in the terms and conditions of the IOs, including without limitation provisions regarding compliance with governing state, federal, and common law; protection of confidential information; indemnification; and representations and warranties.

12.	TERM:  The term for any campaign will be indicated in the Campaign Agreement.  If no term is indicated, the term for a campaign will continue for one (1) month from the target launch of the initial campaign as noted in the Campaign Agreement.  Unless expressly agreed to the contrary by the Parties, these T&Cs shall govern all Campaign Agreements, and other agreements and understandings between the Parties entered into during the term of these T&Cs.  The term of these T&Cs commences on the Effective Date and terminates immediately upon written notice of termination by Nussen Edge Media or Affiliate to the other Party or upon such later date as the Parties may agree in writing.  Following the termination of these T&Cs, all non-disputed amounts due to Affiliate will be paid during the next billing cycle.  The termination of these T&Cs shall not extinguish, modify, or affect in any way the rights and obligations of the Parties with respect to any Campaign Agreement and other agreements and understandings between the Parties issued or entered into by the Parties prior to the date of such expiration or termination.

13.	PAYMENT AND PAYMENT TERMS:  

13.1	The Parties agree that the payment terms for the Marketing Services to be provided pursuant to each Campaign Agreement shall be set forth for each campaign on the dashboard in the Electronic Platform. The Parties further agree that such payment terms are subject to modification and change, on a daily or even hourly basis, without notification to or approval of Affiliate.

13.2	Nussen Edge Media will pay for Qualified Leads related to a certain campaign on the basis—cost per acquisition, cost per lead, cost per install, cost per click, paid per call (cost per call) etc.—specified in the Campaign Agreement for the applicable campaign.  Affiliate will invoice Nussen Edge Media on a monthly basis at the payout rates reflected in the Campaign Agreements.  The invoice will reflect delivery of final Qualified Lead numbers that are based upon numbers reported by Nussen Edge Media to Affiliate pursuant to the terms of these T&Cs.  In the case of any dispute between the Parties as to the number of Qualified Leads, Nussen Edge Media numbers shall control except to the extent Affiliate seeks resolution of the dispute pursuant to Section 19 of these T&Cs.  If Affiliate does not render an invoice within twelve (12) months after the month in which the Qualified Leads were generated, Cash Network shall have no liability to pay for such Qualified Leads. 

13.3	Except as set forth in Section 13.4, Nussen Edge Media shall make all payments to Affiliate within thirty (30) days from the end of the calendar month in which a transaction occurred or on such payment terms specified in an applicable Campaign Agreement.  All payments made to Affiliate shall be paid in U.S. dollars and do not include, and Affiliate shall pay, any sales, use, or similar tax associated with such payment.  All past due amounts shall accrue interest at the rate of one percent (1.0%) per month or the maximum rate allowed by governing law, whichever is lower.  

13.4	If Advertiser fails to pay Nussen Edge Media amounts due under an IO for a specific campaign, all payments due to Affiliate pursuant to a Campaign Agreement related to that IO will be suspended until Nussen Edge Media obtains the outstanding payment from Advertiser.  Affiliate hereby permits Nussen Edge Media to assign to Affiliate any amounts owed and balances due by Advertiser to Nussen Edge Media under an IO that is the subject of a Campaign Agreement between Nussen Edge Media and Affiliate.  Where and once Nussen Edge Media makes such an assignment, Affiliate agrees that its sole remedy for nonpayment will be against Advertiser and that Affiliate will have no recourse against Nussen Edge Media for payment of amounts so assigned regardless of the outcome of Affiliate’s attempts to obtain payment from Advertiser.

13.5	Except as otherwise provided by these T&Cs, the Parties shall keep, maintain and preserve, for the term of the Agreement and for one (1) year thereafter, accurate records relating to amounts due hereunder and compliance with the terms of the T&Cs (the “Relevant Records”).  Each Party shall have the right no more than once per calendar year to audit the Relevant Records of the other Party to verify fulfillment of the other Party's payment and/or compliance obligations pursuant to the Agreement.  Each audit will be conducted at a place agreed to by the Parties, during the normal business hours, with at least ten (10) business days’ prior written notice to the Party to be audited.  Each Party shall pay their own audit fees and expenses, unless the audit reveals a payment discrepancy of more than ten percent (10%) of the correct amount of payments due in any consecutive six (6) month period, in which case the under-reporting Party shall pay the other Party’s reasonable out-of-pocket audit fees and expenses, and shall immediately pay all amounts found to be due together with interest thereon at the rate specified in Section 13.3.

14.	REPRESENTATIONS, WARRANTIES AND COVENANTS:

14.1	Affiliate represents, warrants, and covenants to Nussen Edge Media that:  (i) Affiliate will not fraudulently add leads or clicks or inflate leads or clicks by fraudulent traffic generation; (ii) Affiliate will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the site tags, source codes, links, pixels, modules or other data provided by or obtained from Nussen Edge Medis that allows Nussen Edge Media to measure ad performance and provide its services; (iii) all of Affiliate’s services associated with the Campaign Agreements, and these T&Cs comply with Applicable Laws, Rules, and Regulations; and (iv) any Creatives created or developed by Affiliate other than Creatives supplied by Advertiser through Nussen Edge Media will not infringe or otherwise violate the intellectual property rights of any third party.  

14.2	During the term of the Agreement, Affiliate represents, warrants, and covenants that it will remain solely responsible for the operation of its marketing services and will ensure that such activities carried out pursuant to the Agreement do not:  (i) infringe on the intellectual property rights of any third party or any rights of publicity or privacy; (ii) violate any law, statute, ordinance, or regulation prohibiting defamatory, libelous, threatening, or harassing behavior; or (iii) employ any viruses, Trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancel bots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information.

14.3	Affiliate represents and warrants that Affiliate has read these T&Cs and all Campaign Agreements and fully understands all of the terms, conditions, and obligations of these T&Cs and all Campaign Agreements.  Further, Affiliate represents and warrants that Affiliate is in no way relying upon the opinions or representations of Nussen Edge Media except to the extent set forth herein.  

14.4	Nussen Edge Media represents, warrants, and covenants to Affiliate that it holds all necessary rights to permit the use of the Creative(s) it supplies to Affiliate pursuant to these T&Cs.

14.5	Each Party represents and warrants that such Party has all requisite power and authority to enter into these T&Cs and the Campaign Agreements. 

15.	CONFIDENTIALITY:  

15.1	During the term of the Agreement, each Party may disclose to the other Party certain information (either oral, written or digital) including, but not limited to, data, research, product plans, products, services, pricing, customer lists, mailing lists, marketing plans, opportunities, trade secrets, markets, software, developments, inventions, processes, designs, drawings, engineering, technical data, know-how, hardware configuration information, marketing or financial data (collectively, “Confidential Information”). Recipient (“Recipient”) agrees to use at least the same degree of care, but not less than reasonable care, to prevent disclosure of Confidential Information to third parties as Recipient would use to protect its own Confidential Information.  The term “Confidential Information” shall not include any information which:  (i) at the time of the disclosure or thereafter is or becomes generally available to the public other than as a result of its disclosure by the Recipient in violation of these T&Cs, (ii) was or becomes available to the Recipient on a non-confidential basis from a source other than the disclosing Party (the “Disclosing Party”), (iii) is independently developed by the Recipient without the use of any Confidential Information, or (iv) was in the possession of the Recipient prior to being disclosed to the Recipient by the Disclosing Party.   

15.2	Recipient shall not disclose to any third party, nor permit any other person or entity access to the Disclosing Party’s Confidential Information, except as required by an employee, agent, officer, director, partner, or representative of such party in order to perform the obligations or exercise rights under these T&Cs.  Each Party shall ensure that its employees, agents, officers, directors, partners, or representatives are advised of the confidential nature of the Confidential Information and are precluded by contract or other legal obligation from taking any action prohibited under this Section.  A Party shall immediately notify the other Party in writing of all circumstances surrounding any possession, use, or knowledge of Confidential Information by any person or entity other than those authorized by these T&Cs.  Notwithstanding the foregoing, Nussen Edge Media shall have the right to disclose the existence of the Campaign Agreements, and these T&Cs and refer to its relationship with Affiliate for marketing and promotional purposes.  

15.3	Recipient may disclose the Disclosing Party’s Confidential Information upon the order of any competent court or government agency.  Prior to any such disclosure the Recipient shall, to the extent that doing so would not prejudice the Recipient or subject the Recipient to a fine or penalty, inform the Disclosing Party of such order and afford the Disclosing Party the opportunity to contest such disclosure. 

15.4	Upon termination of these T&Cs and all Campaign Agreements, Recipient shall, upon the request of the Disclosing Party, return or destroy all Confidential Information of the Disclosing Party. Notwithstanding the foregoing, the Recipient may retain one (1) copy of all Confidential Information for legal and compliance purposes provided it maintains such copy in accordance with the terms of these T&Cs and ceases using such data for business purposes.  In the case of destruction, the Recipient shall certify in writing such destruction to the Disclosing Party within ten (10) days following written request for such certification. 

15.5	Each Party agrees that, in addition to any other remedies that may be available, the Disclosing Party shall be entitled to seek injunctive relief against the threatened breach of the Campaign Agreements, and/or these T&Cs or the continuation of any such breach by the Recipient, without limiting any other rights and remedies to which the Disclosing Party may be entitled to at law, in equity or under the Campaign Agreements, and/or these T&Cs. 

16.	DISCLAIMER OF WARRANTIES: EXCEPT AS OTHERWISE PROVIDED HEREIN, EACH OF THE PARTIES PROVIDES THE CREATIVES, SITES, AND THE SITES OF ITS NETWORK MEMBERS AND PARTNERS, AND SERVICES AND THE SERVICES OF ITS NETWORK MEMBERS AND PARTNERS, AS PERFORMED HEREUNDER, ON AN “AS IS,” “WHERE IS” AND “AS AVAILABLE” BASIS.  EXCEPT AS OTHERWISE PROVIDED HEREIN, EACH OF THE PARTIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. 

17.	LIMITATIONS OF LIABILITY: EXCEPT AS OTHERWISE PROVIDED FOR HEREIN, (I) IN NO EVENT SHALL NUSSEN EDGE MEDIA BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST BUSINESS, LOST DATA OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT; AND (II) IN NO EVENT SHALL CASH NETWORK BE LIABLE TO AFFILIATE FOR AN AMOUNT GREATER THAN THE AMOUNTS PAID BY NUSSEN EDGE MEDIA TO AFFILIATE DURING THE SIX MONTHS PRIOR TO THE OCCURRENCE GIVING RISE TO THE CLAIM. 

18.	INDEMNIFICATION:  

18.1	In addition to Affiliate’s indemnification obligations set forth in Sections 4, 5 and 6, Affiliate agrees to indemnify, defend and hold harmless Nussen Edge Media and its employees, agents, officers and directors, against any and all claims, causes of action, judgments, demands, damages, losses or liabilities, including costs and expenses (including reasonable attorney’s fees, consultant and expert fees and other costs of suit), arising out of or relating to any of Affiliate’s conduct, acts, or omissions, including without limitation fraudulent conduct, violation of the Applicable Laws, Rules, and Regulations, and breach of any provision of the Agreement or any covenant, representation, or warranty contained in the Campaign Agreements, and these T&Cs. 

18.2Nussen Edge Media agrees to indemnify, defend and hold harmless Affiliate and its employees, agents, officers and directors, against any and all claims, causes of action, judgments, demands, damages, losses or liabilities, including costs and expenses (including reasonable attorney’s fees and costs of suit), arising out of or relating to any breach of Section 14.3.

19.	DISPUTE RESOLUTION:  

19.1	If any dispute arises under the Agreement, the Parties agree to first attempt to resolve the dispute through formal mediation in Salt Lake City, Utah.  The Parties will mutually agree upon a mediator and the Parties will share equally the costs associated with the mediation, except that the Parties will bear their own attorney fees associated with the mediation.  

19.2	The Agreement shall be governed in all respects by the laws of the State of Utah without regard to conflict of law rules of any state or court.  The Parties agree that, in the event that mediation required by Section 19.1 is unsuccessful, any claim or dispute arising from or under the Agreement or relating thereto must be resolved by a court located in Salt Lake County, Utah.  The Parties expressly agree to submit to the personal jurisdiction of the courts located within Salt Lake County, Utah for the purpose of litigating all such claims or disputes.

19.3	If any litigation is necessary to enforce the Agreement or the terms thereof, the prevailing Party shall be entitled to reimbursement by the other Party for reasonable attorney fees, costs and expenses.  

20.	NEGOTIATED TERMS:  THE PARTIES ACKNOWLEDGE THAT THESE T&Cs HAVE BEEN PREPARED AFTER DISCUSSIONS AMONG THE PARTIES AND THE OPPORTUNITY FOR EACH PARTY TO REVIEW THESE T&Cs AND OBTAIN LEGAL ADVICE FROM THEIR RESPECTIVE SEPARATE LEGAL COUNSEL.  EACH PARTY ACKNOWLEDGES THAT THESE T&Cs ARE ENTERED INTO VOLUNTARILY OF SUCH PARTY’S FREE WILL AND CHOICE AND WITH FULL KNOWLEDGE OF ITS CONSEQUENCES AND IMPLICATIONS.  AFFILIATE HAS BEEN FURNISHED WITH, AND HAS HAD ACCESS TO, SUCH INFORMATION AS IT CONSIDERS NECESSARY OR APPROPRIATE FOR DECIDING WHETHER TO ENTER INTO THESE T&Cs, AND AFFILIATE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND RECEIVE ANSWERS FROM NUSSEN EDGE MEDIA REGARDING THE MATTERS SET FORTH HEREIN.

21.	GENERAL PROVISIONS:

21.1	Assignment.  Except as otherwise provided herein, neither Party shall have the right to assign or otherwise transfer its rights nor obligations under the Agreement except with the prior written consent of the other Party (which shall not be unreasonably withheld); provided, however, that a successor in interest by merger, purchase or otherwise of all or substantially all the business of a Party may acquire its rights and obligations hereunder. Nussen Edge Network and Affiliate, respectively, bind themselves, their members, partners, successors, assigns, and legal representatives to the other Party to this Agreement and to the partners, successors, assigns, and legal representatives of such other Party with respect to all covenants of this Agreement. Any prohibited assignment shall be null and void.

21.2	Independent Contractor. The relationship of the Parties is that of a contractor and independent contractor and not that of a principal and agent, employer and employee, partners, or joint venturers.

21.3	Severability.  If any term, provision, covenant, or condition of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and shall in no way be affected or invalidated.

21.4	Entire Agreement.  The Agreement, including these T&Cs and the Campaign Agreements and all documents incorporated by reference into any of them, constitutes the entire agreement between the Parties and supersedes any prior or inconsistent agreements, negotiations, representations and promises, written or oral, regarding the subject matter. 

21.5	Order of Priority. Upon a conflict between the terms and conditions of these T&Cs and the terms and conditions of any Campaign Agreement, the terms and conditions of such Campaign Agreement shall control.

21.6	Survival. Any obligations and duties, which by their nature extend beyond the expiration or earlier termination of these T&Cs and/or the completion of the Marketing Services contemplated in each Campaign Agreement shall survive any such expiration or termination and remain in effect.

21.7	Third Party Agreement. The Parties to these T&Cs do not intend to create, and nothing contained in these T&Cs shall create, a contractual relationship with or a cause of action in favor of a third party against either Nussen Edge Media or Affiliate.

21.8	Modification; Waiver.  Except as otherwise provided in a Campaign Agreement or these T&Cs, no modification, course of conduct, amendment, supplement to or waiver of the terms of the Agreement or any provisions hereof shall be binding upon the Parties unless made in writing and electronically agreed to through the Electronic Platform (or duly signed) by both Parties.  A waiver of any one provision of the Agreement shall not constitute a waiver of any other provision.  A waiver by any Party to any breach of the Agreement shall not constitute a waiver of any other breach of the Agreement. Failure of any Party to give notice to the other Party of a breach of the Agreement shall not constitute a waiver of such breach of the Agreement.

21.9	Electronic Execution; Counterparts.  Affiliate agrees to renew and reaffirm the force and effect of these T&Cs upon each execution of each Campaign Agreement and that such may be accomplished through electronic means.  These T&Cs and the Campaign Agreements may be executed by marking the appropriate boxes in the Electronic Platform and/or submitting these T&Cs in the Electronic Platform or in counterparts, and facsimile and electronic signatures and approvals, including signatures obtained through web-based electronic signature technology and digital transaction management services, such as DocuSign, shall have the same force and effect as an original signature.

21.10	Effective Date.  These T&Cs will be effective upon execution and are deemed incorporated into all Campaign Agreements. 

21.11	Notices.  Any notice, approval or consent required or permitted hereunder shall be in writing and sent to the addresses set forth on the applicable Campaign Agreement and will be deemed to have been duly given upon (i) delivery, if delivered personally, (ii) if mailed by first-class, registered or certified U.S. mail, postage prepaid, return receipt requested, within three (3) days of mailing, (iii) if sent via overnight delivery service, on the date of delivery, or (iv) if sent via email, upon receipt by the sender of electronically generated confirmation of delivery and opening by the recipient.
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