Seller Program Terms and Conditions

Capitalized terms used in this Agreement shall have the meanings set forth below, unless the context clearly requires otherwise. In the event of any conflict between a defined term and its use elsewhere in the Agreement, the definition shall control.

"Agreement" — These Affiliate Program Terms and Conditions, including all Exhibits and Appendices, as they may be further amended or supplemented from time to time.

"API" — The application programming interfaces Company makes available for the Program, together with related SDKs, credentials, webhooks, sandbox or test environments, dashboards, data schemas, specifications, code samples, and documentation (collectively, the "API Materials").

"Attributable Commission" — A Commission associated with a specific Referral or Valid Enrollment that has been credited to an Affiliate under the Attribution Model, based on the Tracking System and applicable Attribution Window.

"Attribution Model" — Company's last-paid-touch attribution method, under which the most recent marketing source that qualifies as a Paid Channel receives attribution for the Valid Enrollment.

"Attribution Window" — The period (default 30 days) beginning on the Referral Date during which a Customer's Valid Enrollment may be attributed to an Affiliate for the purpose of earning a Commission.

"Background Check Fee" — A fee charged by Company for conducting a background investigation of a Tested Person or Covered Individual, as set forth in Exhibit A.

"Commission" — Any compensation paid by Company to an Affiliate under this Agreement for qualifying Referrals.

"Company Group" — Compare Services LLC and its affiliates (entities that control, are controlled by, or are under common control with Compare Services LLC).

"Competitor" — Any third party that offers a product or service substantially similar to the Program in the Covered Integration Field. A Provider is not a Competitor solely by acting as a Provider.

"Confidential Information" — All nonpublic, proprietary, or confidential information disclosed by one Party to the other solely for performing this Agreement, including Program Data, Personal Data, technical specifications, pricing, and commission reports.

"Covered Individual" — Any natural person who owns or controls 20% or more of Affiliate, whether directly or indirectly.

"Customer" — Any residential or commercial end user who enrolls in a Plan through Company's services, whether online or by phone, and whose enrollment is accepted by the relevant Provider.

"Effective Date" — The date Affiliate completes the onboarding process and submits electronic acceptance of this Agreement, as recorded in Company's systems.

"Enrollment" — The act by which a Prospect becomes a Customer by selecting and applying for a Plan through the Program, whether via online platform or call center, which is then transmitted to the relevant Provider for approval and activation.

"Force Majeure Event" — Any event beyond the reasonable control of the affected Party, including acts of God, natural disasters, war, terrorism, pandemics, government orders, labor strikes, power outages, denial-of-service attacks, or failure of third-party platforms or Providers upon which the Party reasonably relies.

"Payable Commission" — An Attributable Commission that meets the disbursement conditions set forth in Section 3.8 (Eligibility for Commission Payment) of this Agreement.

"Personal Data" — Any information that identifies, relates to, describes, or could reasonably be linked, directly or indirectly, to an identified or identifiable natural person.

"Plan" — Any electricity or other home services offering made available to Customers through the Program, whether or not such offering is publicly listed on Company's platform.

"Portal" — The online interface provided by Company for Affiliate participation in the Program, including onboarding, tracking, reporting, communications, and access to compensation terms, participation requirements, and other Program information.

"Program" — The affiliate marketing program operated by Company that enables Affiliates to promote Company's Services and earn Commissions based on eligible Referrals and Enrollments.

"Program Rules" — The policies, guidelines, and operational requirements published by Company in the Portal that apply to Affiliate's participation in the Program, which may be updated from time to time.

"Provider" — Any third-party supplier of electricity or other home services that offers Plans through the Program and with whom Company has a direct or indirect commercial relationship.

"PUCT" — The Public Utility Commission of Texas, the regulatory body overseeing the Texas electricity market, including licensing and compliance for brokers and retail electric providers.

"Referral" — A Prospect who is introduced to Company through an approved referral method, as set forth in this Agreement, and who is properly attributed to Affiliate in Company's Tracking System.

"Affiliate Personnel" — Any individual or entity that: (a) is hired or contracted by Affiliate (W-2 or 1099); (b) carries out Program activities only under Affiliate's name or brand and under Affiliate's direct supervision; and (c) is paid solely by Affiliate.

"Telemarketing Laws" — Any and all state and federal laws governing telephone or electronic marketing, consumer protection, or solicitation activities, including the TCPA, CAN-SPAM Act, Texas Business & Commerce Code, and Texas DTPA.

"Term" — The duration of this Agreement as set forth in Section 4.1.

"Tested Person" — Any employee, independent contractor, or other individual whom Affiliate assigns to interact with Prospects or Customers, access or process Personal Data, or otherwise perform services under this Agreement for which a background investigation is required.

"Valid Enrollment" — A completed and valid Enrollment by a Customer in a Plan through the Program that: (a) has not been determined to be fraudulent, canceled, rejected, or reversed; (b) satisfies all applicable verification and customer qualification requirements; and (c) was not procured through any conduct that violates this Agreement.

The Program enables Affiliate to promote Company's comparison services and earn Commissions based on eligible customer Enrollments. Participation requires completion of onboarding requirements, use of approved referral methods, and compliance with the terms of this Agreement, including any operational criteria communicated through the Portal.

Participation in the Program is subject to Company's onboarding procedures and express approval. To be eligible, Affiliate must complete all steps required by Company, which may include providing documentation, completing training, and submitting to background or identity verification. Company may, in its sole discretion, require that any Covered Individual undergo a background investigation conducted by Company; if applicable, Affiliate is responsible for ensuring that all such Covered Individuals provide the necessary authorizations and that any applicable nonrefundable Background Check Fees are paid before the background investigation is initiated.

Company may approve or reject any application at its sole discretion and may vary onboarding requirements based on Affiliate tier, channel, or risk profile. No rights or obligations under this Agreement shall apply unless and until Affiliate completes the onboarding process and submits electronic acceptance, and Company activates Affiliate's account.

Provisional Access. If Company determines that Affiliate requires a background investigation as a condition of participation, Affiliate may be granted Provisional Access to the Portal and Program upon payment of the applicable Background Check Fee and acceptance of this Agreement. Provisional Access permits Affiliate to begin Program activities pending completion of the background investigation. If the background investigation reveals disqualifying information under Section 5.10.2, Company may immediately rescind Affiliate's access and/or terminate this Agreement without liability or further obligation to Affiliate. Any Commissions attributed during Provisional Access remain subject to forfeiture if access is rescinded due to background-check failure, and Affiliate shall have no claim to such Commissions.

Affiliate shall not delegate, outsource, or otherwise permit any Sub-Affiliate to generate Referrals, handle Prospect Data, or perform any Program activities unless and until Company gives prior written approval. Any approved Sub-Affiliate must complete Company's onboarding process (as determined by Company in its sole discretion at the time of approval), which may include executing a separate agreement with Company, completing training, submitting to background checks, and paying applicable fees. Affiliate remains jointly and severally liable for the compliance of any Sub-Affiliate with this Agreement and the Program Rules.

The Program Rules are published in the Portal and are incorporated by reference into this Agreement. Affiliate acknowledges reviewing the Program Rules prior to accepting this Agreement. Company may update the Program Rules and other operational or compensation details by posting in the Portal. Updates are effective upon posting (or any later stated date) and apply prospectively only; they do not affect Referrals or Commissions earned prior to the effective date or attribution already recorded. In any conflict between a Portal update and this Agreement, this Agreement controls unless expressly superseded.

For any Material Rule Change, Company will provide at least 7 days' advance Portal notice (email alert as a courtesy) unless earlier effectiveness is reasonably required by a Provider directive or law/regulation, in which case notice may be concurrent. If Affiliate objects to a Material Rule Change, Affiliate's sole remedy is to terminate under Section 4.2 within 30 days after notice; continued participation after that period constitutes acceptance.

Updates under this Section will not increase Affiliate's monetary obligations, expand Affiliate's indemnification duty, or modify Sections 9, 10, 11, or 13 except via a mutually signed amendment as provided in Section 13.4. Provider-specific marketing requirements posted in the Portal (the Provider Marketing Rules) are deemed part of the Program Rules from their effective date.

Affiliate shall not market, offer, operate, or participate in any Multi-Level Marketing, pyramid, binary, or similar multi-tier compensation plan in connection with the Program, and shall not pay or promise any compensation to any person based on the recruiting or enrollment of other participants. Any exception to this subsection must be set out in a written addendum to this Agreement executed by Company; absent such an addendum, any attempt by Affiliate to implement an MLM structure is a material breach that entitles Company to terminate this Agreement immediately and withhold any unpaid Commissions.

This Section 3 exclusively governs commission eligibility, payment timing, holds, offsets/clawbacks, and post-termination commission rights. If any other provision conflicts with this Section 3 on those topics, this Section 3 controls.

Affiliate will earn Commissions in accordance with the structure and rates published in the Portal at the time of the applicable Referral, subject to the terms of this Agreement. Company will make the current Compensation Schedule available in the Portal prior to Affiliate's acceptance of this Agreement and at all times during the Term. Affiliate acknowledges reviewing the Compensation Schedule prior to accepting this Agreement. The type and amount of Commissions earned are further subject to the attribution, eligibility, and payment requirements described in this Section 3.

Affiliate agrees to promote Company's Services and introduce eligible Prospects to the Program using one or more approved referral methods. Any Prospect introduced in accordance with this Agreement and properly recorded in the Tracking System will be deemed a Referral.

A Prospect becomes a Referral when introduced to Company through any of the following approved methods, provided such introduction complies with this Agreement and all applicable laws:

• the Prospect visits Company's website via a tracked hyperlink assigned to Affiliate;
• the Prospect places a call to a local or toll-free number designated for Affiliate by Company;
• Affiliate submits Prospect Data via email to Company in accordance with applicable data privacy, marketing, and telemarketing laws; or
• Affiliate submits the Prospect's application through Company's API, consistent with Company documentation and technical standards.

The applicable Referral Date will be determined by Company's Tracking System based on the first qualifying method completed.

In Company's sole discretion and at any time during the term of this Agreement, Company may modify or discontinue referral methods, or introduce new ones, or may also require or prohibit specific referral methods upon reasonable written notice to Affiliate as a condition of continued participation. Any such notice constitutes an Operational Update under Section 13.13 and does not amend this Agreement beyond that scope.

Company and its Providers retain sole and absolute discretion to accept or reject any Prospect for enrollment, regardless of referral method, source, or Affiliate involvement. Company makes no representation or warranty that a Prospect will enroll, that an Enrollment will be accepted, or that any specific outcome will result from a Referral. Company and its Providers shall have no liability to Affiliate for any denied, failed, canceled, or incomplete Enrollment, or for any decision related thereto, and have no duty to provide reasons for any such decision, except to the extent disclosure is required by applicable law or a binding order of a court or regulator.

A Commission becomes an Attributable Commission when all of the following conditions are met:

• the Customer's Enrollment occurs within the applicable Attribution Window, which begins on the Referral Date and by default is 30 days unless a different period is specified in the Portal for a given Plan or Provider;
• the Affiliate is the last-paid-touch under the Attribution Model, meaning no subsequent Paid Channel was responsible for the Customer's Enrollment; and
• the Enrollment is a Valid Enrollment.

Company's good faith tracking records and interpretation of the Attribution Model are final and binding absent manifest error. Affiliate is responsible for ensuring approved tracking is implemented on Affiliate placements so the Tracking System can record attribution; untracked activity is not eligible. Furthermore, Affiliate is solely responsible for reviewing any variations to the Attribution Window published in the Portal, including Plan- or Provider-specific adjustments, and for understanding how these affect Commission attribution.

An Attributable Commission becomes a Payable Commission only if, as of the pay date:

• Company has received payment from the Provider for the Valid Enrollment;
• Affiliate is in good standing and not under investigation for potential violations of this Agreement; and
• Affiliate is compliant with all Program Rules, including training, documentation, and onboarding requirements.

If condition (a) is not met, the Commission is not payable to any party. If (b) or (c) are not met, Company will provide five business days to cure any non-monetary eligibility failure before forfeiture. Company's determination of eligibility is final absent manifest error. The Parties acknowledge that the reassignment or forfeiture mechanisms herein reasonably estimate administrative costs and are not penalties.

Company may offset or deduct from any amounts otherwise payable to Affiliate, or claw back amounts previously paid to Affiliate if:

• the associated Referral is later deemed fraudulent, invalid, canceled, or refunded by a Provider;
• Company receives a chargeback or clawback from a Provider for any reason related to the Referral, whether or not caused by Affiliate;
• the Referral is determined to have breached this Agreement; or
• Company incurs or reasonably anticipates incurring fines, penalties, assessments, attorneys' fees, costs, settlements, or restitution arising out of or relating to Affiliate's (or any Affiliate Personnel/Sub-Affiliate's) actual or alleged violation of Telemarketing Laws.

Company may offset amounts equal to such Losses or, if no future Commissions are due, invoice Affiliate for reimbursement. If no future Commissions are due, Affiliate must reimburse Company for the applicable amount. Offsets or reimbursement requests will be supported by commercially reasonable and verifiable documentation, including Provider correspondence or system records.

Commissions are paid on the 1st and 15th of each calendar month, provided that the total accrued Commission balance equals or exceeds $250 at the time of payment. If the 1st or 15th falls on a weekend or U.S. banking holiday, payment will be made on the next business day. Payments are made via Company's current payment platform, which may include ACH or check by mail, at Affiliate's election.

For purposes of this Agreement, a Commission is "paid" on the date Company initiates the payment through its platform, regardless of when Affiliate receives or deposits the funds. If a payment attempt is rejected or fails due to inaccurate, incomplete, or inactive payment instructions provided by Affiliate, the applicable payment deadline is tolled from the date of rejection until Affiliate provides correct, usable instructions. Company shall remit payment within five business days after such cure.

Commission balances under $250 will roll over until the threshold is met or exceeded. Company may waive or reinstate this threshold at its sole discretion. Affiliate is solely responsible for its own taxes.

Company will provide Affiliate with monthly reports showing Commissions and summary performance data. Reports may be delivered via spreadsheet or dashboard and are based on Company's good-faith records, which may rely on third-party inputs. Company may monitor all use of the Portal and Reporting Tools and revoke access at any time.

Any dispute regarding a Commission must be submitted in writing within 30 days from the date the Commission was paid or would have been paid had the payment conditions defined in Section 3.8 been met. Company will review such disputes in good faith, and any adjustments will be reflected in the next monthly payment cycle. Failure to submit a dispute within this time frame constitutes Affiliate's acceptance of the applicable Commission and associated reporting, and waives any claim related thereto.

Company may suspend, cap, or delay Commission payments upon a reasonable suspicion of noncompliance, fraud, or manipulation. Company will give written hold notice stating the basis and will use reasonable efforts to conclude its investigation within 60 days. Absent a written request from a regulator, carrier, Provider, or law-enforcement authority, no hold will exceed 120 days from the hold notice. If such a written request is received, Company may maintain the hold while the request remains in effect and will provide status updates at least every 45 days. Upon conclusion, Company may release, adjust, or permanently withhold Commissions consistent with its findings. Affiliate must cooperate fully.

Upon termination, Affiliate forfeits any Attributable or Payable Commissions not disbursed as of the effective date unless all of the following are met:

• the Commission was already an Attributable Commission prior to termination;
• as of the termination date, Affiliate satisfied all eligibility conditions in Section 3.8; and
• the Attributable Commission becomes Payable within 90 days after termination.

Company will not unreasonably withhold payment that meets these requirements. Company has no obligation to disburse amounts where tax forms, documentation, or payment details are incomplete. Within 30 days after termination, Company will provide a statement of then-Attributable Commissions; any additions/adjustments remain subject to Section 3.8 and this Section 3.14.

Affiliate acknowledges and agrees that participation in the Program does not guarantee any level of income or earnings. Actual results vary based on individual performance and other factors. Company makes no representations or warranties regarding the potential income an Affiliate may earn, and past performance is not indicative of future results.

This Agreement begins on the Effective Date and continues for one year, automatically renewing for successive one-year periods unless terminated earlier. Company may require Affiliate to reaffirm its participation at any time by accepting updated terms, completing re-certification, or verifying current contact and payment information through the Portal. Failure to complete such reaffirmation within the time specified by Company may result in suspension, termination, or reclassification of Affiliate's status. Company may, in its discretion, remove Affiliate from the Program for failure to reaffirm participation.

Either Party may terminate this Agreement with 30 days' written notice. If either Party materially breaches this Agreement, the non-breaching Party may terminate by written notice describing the breach. If not cured within 10 days, this Agreement will terminate automatically at the end of that period.

Company may also terminate immediately upon written notice if, in its sole discretion:

• Affiliate breaches Section 5 (Affiliate Marketing Obligations);
• Affiliate's conduct poses a material risk of legal or regulatory noncompliance, fraud, or reputational harm; or
• a background investigation reveals disqualifying information under Section 5.10.2 during the Provisional Access period.

Upon expiration or termination of this Agreement:

4.3.1 Cessation of Use. Affiliate must immediately:

• cease all use of Company IP;
• remove all references to Company from any websites, promotional materials, or communications; and
• discontinue any representations or suggestions of ongoing affiliation with Company or the Program.

4.3.2 Commission Eligibility Post-Termination. Post-termination Commission rights are governed exclusively by Section 3 (Referrals and Compensation).

If, in Company's sole discretion, Company believes Affiliate's conduct may violate Section 5 (Affiliate Marketing Obligations) or poses an imminent risk of harm to Company, Company may suspend all further marketing or enrollments by Affiliate during its investigation. Suspension is not exclusive of other remedies and Company may still terminate under Section 4.2. Company may immediately suspend Texas-directed texting (or other implicated outreach) upon written notice if Company reasonably suspects noncompliance with Telemarketing Laws; Affiliate shall pause within 24 hours and may resume only after cure.

Affiliate will provide at least 60 days' prior written notice of any intended Displacement Event. Before implementing a Displacement Event, Affiliate will offer Company a right of first refusal to meet or beat the compensation terms and material technical capabilities of the alternative solution and will allow Company 15 business days from receipt to elect in writing.

If Affiliate implements a Displacement Event other than due to Company's uncured material breach and (i) fails to provide the right of first refusal described above, or (ii) proceeds on terms materially less favorable to Company than those offered in the right-of-first-refusal package, then, without limiting Company's other remedies, Company may assess a Displacement Fee equal to the average monthly Commissions paid by Company to Affiliate for the prior three full months, multiplied by three.

Affiliate represents that it holds and will maintain all licenses, permits, and approvals needed to perform under this Agreement, and will comply with all applicable state and federal laws, regulations, and rules, including but not limited to those of the PUCT, the Federal Trade Commission, and all applicable Telemarketing Laws. Affiliate must obtain any required Prospect consent before sharing personal data with Company and must halt any practice deemed noncompliant by Company or any other authority.

Affiliate shall always comply with the Program Rules, including all updates posted in the Portal. The Program Rules include, without limitation, restrictions on marketing practices, referral methods, team conduct, and use of Company IP. Company may suspend or terminate Affiliate's participation, withhold or offset Commissions, or take other enforcement action for any violation of the Program Rules.

Providers may from time-to-time issue Provider Marketing Rules. Unless a shorter period is mandated by the Provider or a governmental authority, Company will post such rules in the Portal or otherwise deliver them in writing at least seven days before they take effect. On the earlier of (i) the stated effective date or (ii) the date required by the Provider or regulator, the Provider Marketing Rules automatically become part of the Program Rules and are binding on Affiliate.

Affiliate is fully responsible for the actions and omissions of all Affiliate Personnel, Sub-Affiliates, employees, independent contractors, agents, representatives, or other individuals engaged by Affiliate to perform services under this Agreement, whether or not such individual qualifies as a Tested Person. This includes, without limitation, all Tested Persons assigned to interact with Prospects or Customers, access Personal Data, or otherwise perform Program-related duties. All such conduct will be treated as if performed by Affiliate itself for purposes of enforcement, suspension, or termination.

Affiliate shall flow down the obligations in Telemarketing Laws, the Program Rules, and this Section 5 to all Affiliate Personnel and Sub-Affiliates who initiate or assist with outreach, and Affiliate remains fully responsible for their compliance.

Company is a licensed electricity broker under PUCT Registration No. BR240163. Affiliate must not act in any way that violates, or creates a material risk of violating, rules issued by the PUCT, including but not limited to the Customer Protection Rules under 16 Texas Administrative Code sections 25.471-25.479. This obligation applies not only with respect to Company's license, but also to any license held by Company's affiliates, subsidiaries, or commonly controlled entities. If Affiliate holds its own PUCT license, it does so independently and may not act under or in reliance upon any license held by Company or its affiliates. If unlicensed, Affiliate shall not represent or imply otherwise.

In furtherance of its obligations under PUCT rules, Company may, at its sole discretion, report any suspected violations of applicable laws, regulations, or this Agreement by Affiliate to the PUCT or other regulatory authorities. Such reporting may include the disclosure of Affiliate's identity, activities, and associated materials. Affiliate acknowledges that such reporting may be necessary to preserve Company's broker license or maintain regulatory compliance and waives any claim arising from such disclosures made in good faith.

If Affiliate receives any user complaints or regulatory, carrier, or platform inquiries regarding Company's Plans or Affiliate's marketing for Company, Affiliate will:

• promptly notify Company and in any event within two business days for matters alleging a violation of Telemarketing Laws or involving a regulator, carrier, or messaging platform, and within five days for all other matters;
• refrain from responding on Company's behalf unless explicitly authorized in writing; and
• cooperate fully with Company in addressing or resolving the matter, including providing relevant information upon request.

Affiliate shall maintain complete and accurate records relating to its performance under the Agreement, including marketing materials, call and text content and scripts, telemarketing and messaging logs (timestamps, sender IDs, routing information), consent records and opt-out logs, do-not-call scrub logs, platform/10DLC registrations and campaign approvals (if applicable), Affiliate Personnel training records, and payment records, for at least three years after creation (or longer if required by law).

Right to Inspect: Upon at least five business days' written notice, Company (or its designee, including external counsel or auditors) may inspect, copy, and audit any such records and any systems, platforms, service providers, and processes reasonably necessary to verify compliance with the Agreement, Program Rules, and Telemarketing Laws. Company may conduct up to two audits in any rolling 12-month period unless required by regulators or Company has a good-faith belief of a material breach.

Remediation: Affiliate must promptly (and in any event within 15 days) remedy any deficiency identified in an audit, including but not limited to reimbursing over-payments, correcting non-compliant marketing materials, or completing additional training.

Before any Tested Person performs services under this Agreement, Affiliate shall (a) complete the background investigation requirements in Section 5.10.2 and (b) maintain written evidence of each investigation for at least three years after the Tested Person's last date of activity under the Program.

5.10.2 Minimum Scope and Pass/Fail Standards. Each background investigation must, at a minimum, include:

• an SSN trace to identify current and prior names and addresses;
• a county-level criminal-records search covering all counties in which the Tested Person has resided during the immediately preceding seven years;
• a national criminal database search;
• a sex offender registry search;
• a search of the U.S. Treasury sanctions lists (e.g., OFAC's SDN List) and any other watch lists required by applicable law.

A Tested Person fails the investigation if the background investigation discloses:

• any felony conviction (or plea of guilty or nolo contendere) for fraud or financial crime;
• for In-Person Sales Activity, any felony conviction involving violence or sexual misconduct within the past seven years;
• any deliberate misrepresentation or omission by the Tested Person; or
• listing on a government sanctions or terrorist-watch list.

If Company issues API credentials, Affiliate will use them only for the Program, keep them confidential, and not share, sublicense, or re-sell access. Company may monitor usage to enforce security, rate limits, and compliance, and may suspend access upon reasonable suspicion of misuse or breach.

Affiliate represents that its participation in the Program does not violate any existing agreement, non-compete, or other contractual or legal obligation.

Affiliate's relationship with Company is that of an independent contractor. Nothing herein creates or implies an agency, joint venture, legal partnership, employer-employee, or fiduciary relationship. Neither Party may bind or obligate the other without prior written consent.

Affiliate will not represent itself as an employee, agent, or legal partner of Company or imply any relationship that does not exist. If requested by Company, Affiliate must issue corrective statements clarifying the Parties' independent status. The Parties may refer to each other as "marketing partners" or "affiliates" in promotions, but this does not create a legal partnership or joint venture. Nothing overrides Section 6.1 (Independent Contractor).

"Confidential Information" means all nonpublic, proprietary, or confidential information disclosed by one Party ("Discloser") to the other ("Recipient") solely for performing this Agreement, including without limitation Program Data, Personal Data, technical specifications, pricing, commission reports, and any other information marked or reasonably understood as confidential.

Recipient will not disclose or use Confidential Information for any other purpose without Discloser's written consent. Confidential Information does not include any information that:

• becomes publicly available other than through Recipient's breach;
• Recipient lawfully obtains from a non-confidential source;
• Recipient can show was in its possession before disclosure, without obligation of confidentiality; or
• was or is independently developed by Recipient without reference to Discloser's information.

Upon Discloser's request, Recipient will promptly return or destroy all copies of Confidential Information and certify such destruction if requested. For clarity, the API and the API Materials constitute Company Confidential Information.

Each Party may disclose the Commissions paid under this Agreement only (a) to a Customer if such disclosure is necessary to resolve a complaint or inquiry relating to that Customer's enrollment, or (b) as required by legal, regulatory, or governmental authority.

Each Party will protect Personal Data using industry-standard administrative, technical, and physical safeguards. No Party will sell or share Personal Data (as "sell" and "share" may be defined by applicable law) obtained under the Program for purposes outside this Agreement.

Upon written request, a Party will delete or return the other Party's Personal Data within 15 days, except for routine backups and copies retained as required by law or litigation hold (subject to ongoing confidentiality). If Affiliate engages processors or vendors to handle Personal Data, Affiliate shall flow down obligations no less protective than this Section 7.3 and remains fully responsible for their acts and omissions.

Security Incidents: Each Party shall provide 48-hour written notice after discovery of any Personal Data breach affecting the other Party's data, followed by regular updates until remediation.

"Intellectual Property" includes all copyrights, patents, trade secrets, trademarks, service marks, trade names, domain names, moral rights, and other proprietary or intellectual property rights, whether existing now or in the future. Any Intellectual Property owned or developed by Company ("Company IP") remains the sole and exclusive property of Company, and Affiliate will not challenge the validity thereof. Affiliate expressly acquires no ownership in Company IP and hereby disavows any such ownership. For clarity, the API and the API Materials are Company IP.

If Company elects to provide Affiliate with any Company IP for use under this Agreement, then, subject to this Agreement, the Program Rules, and any written brand guidelines, Affiliate is granted a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to use only the Company IP actually provided by Company, solely to perform and market the Program and Provider offerings available through the Program.

Company is under no obligation to provide any particular Company IP, and may withhold, modify, or discontinue providing any Company IP at any time in its sole discretion. Public-facing use requires Company's prior written approval unless expressly permitted in the Program Rules or brand guidelines.

Affiliate will not:

• modify, combine, or create derivative works of Company IP;
• register, purchase, or use any domain name, social handle, or paid keyword incorporating or confusingly similar to Company names or logos;
• imply sponsorship or endorsement beyond this Agreement; or
• apply for, register, or challenge any rights in marks or domains that are the same as or confusingly similar to Company IP.

All goodwill arising from permitted use inures exclusively to Company. Company may suspend or revoke this license at any time upon written notice. Upon termination of this Agreement, revocation, or Company's written request, Affiliate will immediately cease all use of Company IP and, if requested, promptly destroy or return all materials containing Company IP.

Affiliate may access and use the Platform and the API only to perform this Agreement in accordance with the Program Rules. Affiliate will not, and will not permit others to:

• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, or non-public design of the Platform, the API, or the API Materials;
• access or use the Platform, the API, or the API Materials to design, build, train, or improve a product or service that is substantially similar to the Program in the Covered Integration Field;
• reproduce, modify, or create derivative works of the Platform, the API, or the API Materials, except as expressly permitted;
• publish or disclose benchmarks or performance tests of the Platform or the API without Company's prior written approval;
• scrape, harvest, or copy data beyond what is reasonably necessary to submit Referrals and Valid Enrollments;
• bypass, disable, or circumvent security features, authentication, rate limits, or usage limits; or
• resell, sublicense, assign, or transfer access to the Platform, the API, the API Materials, or data obtained therefrom, except with Company's prior written consent.

During the Term and for eighteen (18) months thereafter, Affiliate will not use Company Confidential Information (including the API and API Materials, non-public workflows, and know-how obtained through the integration) to (a) design, build, or commercialize a product or service that is substantially similar to the Program in the Covered Integration Field, or (b) enable, assist, or integrate a Competitor to provide substantially similar functionality to Affiliate for the same use case.

Where Affiliate uses Company's API or similar data-transfer interface to fulfill this Agreement, Affiliate must follow Company's written documentation and security protocols for handling Prospect or Customer data. Affiliate will not use the API in any manner that violates Section 5 (Affiliate Marketing Obligations) or that goes beyond what is necessary for Referrals. Company may suspend or terminate API access if, in Company's sole discretion, Affiliate's use thereof jeopardizes the security of the Platform or fails to comply with applicable data security or privacy obligations.

Affiliate shall indemnify, defend, and hold harmless the Company Group and each of their respective officers, directors, employees, agents, partners, successors, and permitted assigns (collectively, the "Indemnified Parties") from and against any and all losses, damages, liabilities, claims, actions, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys' fees (collectively, "Losses"), arising out of or relating to any act or omission of Affiliate or of any Affiliate Personnel, Sub-Affiliate, employee, contractor, representative, agent, or other person acting on Affiliate's behalf in connection with this Agreement, except to the extent such Losses are caused by the gross negligence or willful misconduct of an Indemnified Party.

This indemnity includes claims alleging violations of Telemarketing Laws or asserting remedies under related consumer-protection statutes and covers associated statutory damages, multipliers, mental-anguish damages where applicable, and mandatory attorneys' fees and court costs.

Affiliate shall not settle or compromise any claim subject to indemnification under this Section 9 in a manner that imposes any obligation, admission of liability, or restriction on any Indemnified Party, or that fails to provide a full and unconditional release of all Indemnified Parties, without the prior written consent of Company, which consent shall not be unreasonably withheld.

Company may, at its option upon written notice, assume control of the defense of any claim subject to indemnification if a conflict of interest exists or if Company reasonably determines its interests may be prejudiced; in such case, Affiliate shall remain responsible for reasonable costs and shall cooperate fully.

Each member of the Company Group is an intended third-party beneficiary of this Section 9 and may enforce it directly.

Throughout the Term, Affiliate shall maintain insurance that is commercially reasonable for its operations and no less than the following limits:

• Commercial General Liability insurance of at least US $1,000,000 per occurrence and US $2,000,000 aggregate covering bodily injury, property damage, and personal or advertising injury;
• if Affiliate collects, processes, or stores personal data, Cyber Liability and/or Technology Errors & Omissions insurance of at least US $1,000,000 per claim and in the aggregate covering data breaches, privacy liability, regulatory defense, and related exposures;
• Workers' Compensation insurance providing statutory benefits as required by applicable law; and
• Employers' Liability insurance of at least US $100,000 for each accident, for each employee disease, and per policy disease aggregate if Affiliate employs personnel.

All required policies shall be primary and non-contributory to any insurance maintained by Company; except for Workers' Compensation, Affiliate shall name the Company Group and the officers, directors, employees, and agents of each member of the Company Group as additional insureds for ongoing and completed operations; each policy shall contain a waiver of subrogation in favor of the Company Group; each policy shall be endorsed to provide at least 10 days' prior written notice to Company for cancellation due to non-payment of premium and 30 days' prior written notice for any other cancellation, non-renewal, or material reduction in limits.

Within five business days after Company's written request, Affiliate shall furnish certificates of insurance and true copies of the additional-insured, primary-and-non-contributory, waiver-of-subrogation, and notice-of-cancellation endorsements evidencing compliance with this Section 10.

An Affiliate that (i) has no employees or other Affiliate Personnel and (ii) has earned less than US $5,000 in total Payable Commissions during the trailing 12 months may apply in writing for a waiver of the insurance requirements in this Section 10; any waiver is granted in Company's sole discretion, is revocable at any time, and automatically terminates on the earliest of:

• the date Affiliate's trailing twelve-month Payable Commissions reach US $5,000,
• the date Affiliate first engages employees or other Affiliate Personnel, or
• the date Company provides written notice of revocation.

Upon waiver termination, Affiliate's participation in the Program is automatically suspended until Affiliate obtains the required coverage and provides current certificates of insurance to Company, which must occur within 30 days after waiver termination or this Agreement will terminate automatically.

The insurance obligations set forth in this Section 10 do not limit Affiliate's indemnification obligations or any other liabilities under this Agreement, whether or not a claim is covered by insurance.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, COMPANY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COMPANY DOES NOT GUARANTEE THE PERFORMANCE OR AVAILABILITY OF ANY PROVIDER OR THAT ANY PROSPECT WILL SUCCESSFULLY ENROLL IN A PLAN.

THE LIMITATIONS IN THIS SECTION 11.2 APPLY ONLY TO COMPANY'S LIABILITY TO AFFILIATE AND DO NOT LIMIT AFFILIATE'S OBLIGATIONS UNDER SECTIONS 5 (AFFILIATE MARKETING OBLIGATIONS), 7 (CONFIDENTIALITY), 8 (INTELLECTUAL PROPERTY), OR 9 (INDEMNIFICATION), INCLUDING AFFILIATE'S INDEMNIFICATION, REIMBURSEMENT, OR OFFSET OBLIGATIONS.

EXCEPT FOR (I) AMOUNTS EXPRESSLY PAYABLE UNDER THIS AGREEMENT (INCLUDING OFFSETS, REIMBURSEMENTS, CHARGEBACKS, AND TRUE-UPS UNDER SECTION 3), (II) OBLIGATIONS UNDER SECTIONS 5, 7, 8, OR 9, AND (III) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ALL CASES, COMPANY'S TOTAL AGGREGATE LIABILITY TO AFFILIATE FOR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY COMPANY TO AFFILIATE IN THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, LESS ANY AMOUNTS PREVIOUSLY PAID FOR CLAIMS IN THAT PERIOD.

NOTHING IN THIS AGREEMENT LIMITS EITHER PARTY'S RIGHT TO SEEK EQUITABLE RELIEF WHERE AVAILABLE.

All notices required or permitted under this Agreement must be in writing and sent via email, personal delivery, a nationally recognized overnight courier, or certified mail (return receipt requested). Notices are effective upon receipt, or if sent by email, 24 hours after dispatch (absent a bounce-back).

Subject to Section 13.13 (Modifications), notice to Affiliate shall be sent to the contact information Affiliate provided during onboarding, as updated by Affiliate in the Portal from time to time. Affiliate is responsible for keeping its contact information accurate in the Portal. Company may rely on the latest information in the Portal for all notices and will not be liable for any failure of notice where Affiliate has not kept its information current.

Updates posted by Company to the Portal constitute sufficient written notice under this Agreement. Such updates shall be deemed effective upon posting, as evidenced by Company's system logs or other timestamped records, regardless of whether Affiliate has viewed the update. For material updates to Program Rules or compensation, Company will also send an email alert to the primary contact on file as a courtesy.

All notices to Company must be sent to:

Compare Services LLC 539 W Commerce St Suite 1480 Dallas, TX 75208 Email: team.legal.cs@letschoose.com Attention: Legal Department

The rights and obligations in Sections 3 (Referrals and Compensation), 5 (Affiliate Marketing Obligations), 7 (Confidentiality), 8 (Intellectual Property), 9 (Indemnification), 11 (Limitation of Liability) and any provision that by its nature should survive termination, will survive expiration or termination of this Agreement, including Company's rights to offset, recoup, claw back, and audit with respect to Commissions.

Affiliate acknowledges and agrees that any breach or threatened breach of Sections 5 (Affiliate Marketing Obligations), 7 (Confidentiality), or 8 (Intellectual Property) would cause irreparable harm to Company that cannot be adequately compensated by monetary damages alone, and that Company shall be entitled to seek injunctive or other equitable relief, including a temporary restraining order, preliminary injunction, or permanent injunction, without the necessity of proving actual damages or posting any bond or other security, in addition to any other available remedies.

This Agreement, together with (i) the Program Rules published in the Portal, (ii) any compensation schedules or operational requirements published in the Portal, and (iii) any documents or links expressly incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous discussions, agreements, or understandings, whether written or oral.

Except as expressly provided in Section 13.13 (Modifications), no amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.

Failure to enforce any provision of this Agreement is not a waiver of the right to do so later or to enforce any other provision.

Affiliate may not assign this Agreement without Company's prior written consent. Company may assign this Agreement without Affiliate's consent.

This Agreement does not confer rights or remedies on any third-party except as expressly provided in Sections 9 (Indemnification) and 10 (Insurance).

Each Party agrees that electronic signatures are binding. Affiliate's typed name submitted through the electronic acceptance process constitutes a valid and binding electronic signature and agreement under applicable federal and state law, including the U.S. Electronic Signatures in Global and National Commerce (ESIGN) Act and the Texas Uniform Electronic Transactions Act.

If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, the rest of this Agreement will remain in full force and effect.

Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement (other than Affiliate's indemnification obligations) to the extent such delay or failure is caused by a Force Majeure Event. With respect to Company's obligation to disburse Payable Commissions, performance is excused for the period that (i) the relevant Provider's payment to Company is delayed or withheld as a direct result of the Force Majeure Event, and (ii) Company is using commercially reasonable efforts to collect such payment. Company shall remit the affected Commission within 10 business days after receipt of the corresponding funds from the Provider, provided that Affiliate is in compliance with this Agreement.

This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws rules. Any dispute not resolved informally must first be submitted to non-binding mediation in Dallas, Texas, to be completed within 45 days after a written request for mediation.

If unresolved, the dispute shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules before a single arbitrator seated in Dallas, Texas. The Federal Arbitration Act (9 U.S.C. sections 1-16) governs this Section, and issues of arbitrability (including formation, scope, and enforceability) are delegated to the arbitrator.

The arbitrator shall apply Texas law, may award any relief available in court, shall issue a reasoned award, and may award the prevailing party its reasonable attorneys' fees and costs. Each Party waives any right to a jury trial to the extent a dispute is litigated. Claims may be brought only on an individual basis. No class, collective, consolidated, private-attorney-general, representative, joinder, or consolidation is permitted absent both Parties' written consent.

During the Term and for 24 months thereafter, Affiliate will not publish or communicate to any third party any knowingly false statement of fact (or statement made with reckless disregard for truth) about the Company Group or its officers, directors, employees, or services that is reasonably likely to cause material harm.

Nothing in this Section prohibits: (i) truthful statements based on personal experience, including reviews protected by the Consumer Review Fairness Act; (ii) opinions that do not contain or imply false, verifiable facts; (iii) protected concerted activity under the National Labor Relations Act; (iv) communications in the ordinary course of legitimate competition; or (v) disclosures to regulators, law enforcement, courts, or as compelled by law.

Both Parties participated in drafting this Agreement; therefore, no presumption arises favoring or disfavoring either Party based on authorship.

This Agreement supersedes any prior seller agreement, affiliate agreement, customer referral agreement, terms and conditions, or similar arrangement between Affiliate and Company, whether written or oral. Upon the Effective Date, all such prior agreements shall be deemed null and void and replaced in full by this Agreement.