Affiliate Program Terms and Conditions

2.1 Program Overview

The Program enables Affiliate to promote the Platform 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.

2.2 Onboarding and Approval

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 identity verification. Company may also require Affiliate to obtain a background investigation of any Covered Individual and to certify that individual under Section 5.9.1 on the same basis as a Tested Person.

Company may approve or reject any application at its sole discretion and may vary onboarding requirements based on Affiliate tier, channel, or risk profile. Affiliate's participation in the Program, and Company's obligation to pay Commissions, begin only when Affiliate has completed the onboarding process, submitted electronic acceptance, and Company has activated Affiliate's account. Company will activate or reject Affiliate's account within 10 business days after Affiliate submits electronic acceptance; if it does neither, Affiliate may terminate this Agreement immediately on written notice.

2.2.1 Provisional Access. If Company requires a background investigation as a condition of participation, Company may grant Affiliate conditional access to the Portal and Program ("Provisional Access") upon acceptance of this Agreement and pending Affiliate's certification under Section 5.9.1. Provisional Access begins when Company grants it and ends on the earlier of Company's activation of Affiliate's account or Company's rescission under this Section. Company will make the written request for that certification no later than the date it grants Provisional Access. If Affiliate does not deliver the certification within the period Section 5.9.1 allows, or the warranty in Section 5.9.2 is untrue, Company may immediately rescind Affiliate's access and terminate this Agreement without liability. Company may withhold or recover the full amount of any Commission attributed during Provisional Access under Section 3.9 (Commission Adjustments and Offsets) if access is rescinded.

2.2.2 Sub-Affiliates. Affiliate shall not 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, which may include executing a separate agreement, completing training, and completing the background investigations required by Section 5.9. Affiliate is fully responsible for the compliance of any Sub-Affiliate, and all acts and omissions of a Sub-Affiliate shall be attributed to Affiliate as if performed by Affiliate itself.

2.3 Program Rules and Portal Updates

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 as provided in Section 13.12 (Modifications). In any conflict between a Portal update and this Agreement, this Agreement controls unless expressly superseded. Provider-specific marketing requirements posted in the Portal in accordance with Section 5.3 (the "Provider Marketing Rules") are deemed part of the Program Rules from their effective date.

2.4 No Multi-Level Marketing

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 such a plan is a material breach that entitles Company to terminate this Agreement immediately and to withhold or recover, under Section 3.9 (Commission Adjustments and Offsets), the full amount of any Commission attributed in connection with that breach.

2.5 Affiliate Representations and Warranties

By accepting this Agreement, Affiliate represents and warrants that: (a) if an entity, Affiliate is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, and has full power and authority to enter into and perform this Agreement; (b) if an individual, Affiliate is of legal age to enter into a binding contract; (c) the person accepting this Agreement on Affiliate's behalf is authorized to do so; (d) all information provided to Company during onboarding and at any time thereafter is accurate, complete, and not misleading; (e) Affiliate is not subject to any pending or threatened litigation, investigation, or regulatory action that would materially affect its ability to perform under this Agreement; and (f) Affiliate's entry into and performance of this Agreement does not violate any applicable law or any agreement to which Affiliate is a party. A breach of any representation in this Section is grounds for immediate termination under Section 4.2.

2.6 Company Representations and Warranties

Company represents and warrants that: (a) Company is duly organized, validly existing, and in good standing under the laws of the State of Texas; (b) Company holds and will maintain during the Term all licenses, permits, and regulatory approvals required to operate the Program, including its PUCT broker registration; and (c) Company's entry into and performance of this Agreement does not violate any applicable law or any agreement to which Company is a party.

3.1 Scope

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. This Section 3 does not limit or modify the indemnification or liability provisions in Sections 9 or 11.

3.2 Commissions

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. There are no fees or charges for participation in the Program.

3.3 Referral Activity

Affiliate agrees to promote the Platform 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.

3.4 Referral Methods

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 date and time of introduction, which begins the Attribution Window, will be determined by Company's Tracking System based on the first qualifying method completed, in Company's good-faith administration of the Tracking System.

3.5 Changes to Referral Methods

Company may modify, discontinue, or introduce referral methods, or require or prohibit specific methods, upon reasonable written notice to Affiliate. Any such notice constitutes an Operational Update under Section 13.12 and does not amend this Agreement beyond that scope.

3.6 Enrollment Discretion

Company and its Providers retain sole and absolute discretion to accept or reject any Prospect's Enrollment. Company and its Providers shall have no liability to Affiliate for any denied, failed, canceled, or incomplete Enrollment.

3.7 Commission Attribution and Tracking

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

• the Enrollment occurs within the applicable Attribution Window, measured to the date the Prospect submits the Enrollment rather than the date the Provider accepts it;
• the Affiliate is the last-paid-touch under the Attribution Model; 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.

3.8 Eligibility for Commission Payment

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

(a) Company has received payment from the Provider for the Valid Enrollment; (b) Affiliate is in good standing and not under investigation for potential violations of this Agreement; and (c) 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. Before forfeiting a Commission for a failure to meet (b) or (c), Company will notify Affiliate in writing of the failure, and Affiliate will have five business days from that notice to cure any non-monetary eligibility failure. Failure to give that notice does not waive Company's right to withhold the Commission pending cure or to withhold or recover it under Section 3.9.

An open investigation does not by itself forfeit a Commission under (b); if the investigation concludes without a finding that Affiliate breached this Agreement, the Commission remains eligible. An investigation opened for purposes of (b) is subject to the 120-day limit in Section 3.13 whether or not Company has issued a hold notice, and on expiration of that period condition (b) is treated as satisfied unless Company has issued a written determination. Company's good-faith determination of eligibility is final absent manifest error, meaning an error apparent on the face of Company's records or reporting.

3.9 Commission Adjustments and Offsets

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 been procured in breach of this Agreement;
• Affiliate has breached this Agreement, the Program Rules, or any addendum to this Agreement;
• an investigation under Section 3.13 or Section 4.4 concludes with a finding that Affiliate breached this Agreement, whether or not the held amounts were released before that finding;
• Affiliate's Provisional Access is rescinded under Section 2.2.1, or Affiliate materially breaches Section 2.4 (No Multi-Level Marketing); 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, where the trigger is not measured by Losses, the full amount of any Commission attributable to the activity, breach, or Referral in question. If no future Commissions are due, Company may invoice Affiliate for reimbursement, which Affiliate must pay within 30 days. Offsets under this Section may include amounts arising under any addendum to this Agreement. Offsets or reimbursement requests will be supported by commercially reasonable and verifiable documentation, including Provider correspondence or system records.

3.10 Payment Schedule

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 a third-party payment platform designated by Company. Affiliate shall provide such payment details and complete such onboarding as the designated platform requires. Company may change the payment platform upon 30 days' written notice, at no additional cost to Affiliate.

For purposes of this Agreement, a Commission is "paid" on the date Company initiates the payment through that payment 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. Company will report and deliver any amount that remains unclaimed as required by applicable unclaimed-property law.

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. The threshold does not apply to a disbursement under Section 3.14 (Commission Rights After Termination). Affiliate is solely responsible for its own taxes.

3.11 Reporting

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 any reporting dashboards or tools made available thereunder, and revoke access at any time.

3.12 Dispute Resolution and Adjustments

Any dispute regarding a Commission must be submitted in writing within 30 days after the date the Commission was paid or, if it was not paid, after the date Company delivers the report under Section 3.11 or the statement under Section 3.14 in which it first appeared or should have appeared. Where Company has not delivered that report or statement, this period does not begin to run. Company will review such disputes in good faith, and any adjustments will be reflected in the next payment date under Section 3.10. Failure to submit a dispute within this time frame constitutes Affiliate's acceptance of the applicable Commission and associated reporting, subject to correction of manifest computational or data-entry errors identified with reasonable particularity within 90 days after the date determined under the first sentence of this Section. Nothing in this Section bars claims based on fraud or intentional misattribution regardless of when discovered.

3.13 Suspension or Withholding of Commissions During Investigation

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, will use reasonable efforts to conclude its investigation within 60 days, and will issue a written determination no later than 120 days after the hold notice. If Company has not issued a written determination by that date, the hold expires and Company shall release the held amounts, with a written explanation, within five business days after expiration. If a written request from a regulator, carrier, Provider, or law-enforcement authority requires continued withholding beyond 120 days, Company may maintain the hold only for the duration such request remains in effect and will provide Affiliate with status updates at least every 45 days and a copy of the request (to the extent legally permissible). Upon conclusion, Company may release, adjust, or permanently withhold Commissions consistent with its findings. Affiliate must cooperate fully. This Section includes investigations of suspected Telemarketing Laws noncompliance.

3.14 Commission Rights After Termination

Upon termination, Company will disburse Attributable or Payable Commissions not yet disbursed as of the effective date only if all of the following conditions 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, except that neither an investigation open on that date, where the investigation concludes without a finding that Affiliate breached this Agreement, nor a cure period under Section 3.8 that had not expired on that date disqualifies the Commission; and
• the Attributable Commission becomes Payable within 90 days after termination, which period is tolled while a hold under Section 3.13 remains in effect or any investigation bearing on Section 3.8(b) is open.

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.

4.1 Term

This Agreement begins on the Effective Date and continues for one year, automatically renewing for successive one-year periods unless terminated earlier ("Term"). Company may require Affiliate to reaffirm its participation at any time by re-accepting the then-current terms of this Agreement (as amended pursuant to Section 13.12), completing re-certification, or verifying current contact and payment information through the Portal. Reaffirmation under this Section does not waive Affiliate's rights under Section 13.12 with respect to amendments requiring a mutually signed instrument. Failure to complete such reaffirmation within the time specified by Company may result in suspension, termination, or reclassification of Affiliate's status. Company may remove Affiliate from the Program for failure to reaffirm participation.

4.2 Termination

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, except that where this Agreement specifies a different cure period for the breach in question, that period controls.

Company may also terminate immediately upon written notice, and without the cure period described above, if:

• Affiliate breaches Section 5 (Affiliate Marketing Obligations);
• Company determines in good faith that Affiliate's conduct poses a material risk of legal or regulatory noncompliance, fraud, or reputational harm; or
• during the Provisional Access period, Affiliate fails to deliver the certification Section 5.9.1 requires, or the warranty in Section 5.9.2 is untrue.

4.3 Effect of Termination

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 Data Return and Destruction. Within 30 days after the effective date of termination, Affiliate shall return or destroy all Confidential Information and Personal Data received from or through the Program, and shall certify such return or destruction in writing to Company. If a shorter return or deletion period was specified in a prior written request under Section 7.3 delivered before the termination notice, the shorter period controls. A termination notice under Section 4.2 does not itself constitute a written request under Section 7.3. Routine, inaccessible archival backups may be retained subject to Section 7.1.

Post-termination Commission rights are governed exclusively by Section 3.14.

4.4 Suspension

If, in Company's good-faith 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. Company will use reasonable efforts to conclude that investigation within 60 days, and the investigation is subject to the same 120-day outer limit and regulator-extension rule as a hold under Section 3.13. Company will lift the suspension on written notice if the investigation concludes without a finding of noncompliance, once Affiliate cures any noncompliance Company identifies, or once the risk that prompted the suspension has abated. 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.

5.1 Compliance and Licensing

Affiliate represents that it holds and will maintain all licenses, permits, registrations, 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.

If Affiliate suspects or discovers any security incident or Personal Data breach affecting Prospect or Customer information, Affiliate must notify Company in writing within 48 hours after discovery and provide updates until containment and remediation are complete.

Before initiating or materially assisting any text marketing to Texas recipients or from locations in Texas, Affiliate will ensure it has obtained and maintains all registrations, approvals, and other prerequisites required under Telemarketing Laws for that activity. On Company's written request, Affiliate will, within two business days, provide documentation reasonably sufficient to verify such compliance and identify any affiliates, subcontractors, or platforms assisting with such solicitations. Section 4.4 governs suspension of Texas-directed texting on Company's notice of suspected noncompliance.

5.2 Adherence to Program Rules

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. This includes the right to recover previously paid Commissions or require reimbursement as described in Section 3.9 (Commission Adjustments and Offsets). Failure to comply with the Program Rules constitutes a material breach of this Agreement.

5.3 Provider-Specific Marketing Requirements

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. Notwithstanding the notice periods in Section 13.12, 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. This Section does not permit a change that Section 13.12 makes effective only through a signed instrument. In the event of an emergency regulatory order or Provider directive, Company may designate an earlier effective date, provided it gives Affiliate prompt written notice.

5.4 Responsibility for Personnel

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. 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 such individuals. For any call or text initiated or materially assisted by Affiliate or its Sub-Affiliates, Affiliate, not any member of the Company Group, acts as the "telemarketer," "telephone solicitor," and/or "sender" under Telemarketing Laws and will not represent or imply that it operates under any license or registration held by any member of the Company Group.

Affiliate shall maintain reasonable records demonstrating that it has communicated the Program's compliance obligations to all such individuals, including documentation of any training, onboarding materials, or written acknowledgments. Except as Section 5.9 provides, Company may request such documentation at any time in connection with an investigation or enforcement action. Failure to produce reasonable evidence of oversight may be considered a breach of this Agreement.

5.5 PUCT Compliance

A Prospect who initiates an Enrollment becomes an "applicant" as that term is used in 16 TAC §25.474, and all PUCT requirements applicable to the handling of applicant information apply from that point forward. 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 25.471-25.486. If, in Company's good-faith discretion, Affiliate's conduct jeopardizes the regulatory compliance or license standing of Company or any member of the Company Group, Company may immediately suspend or terminate this Agreement. If Affiliate holds its own PUCT license, it does so independently and may not act under or in reliance upon any license held by any member of the Company Group. If unlicensed, Affiliate shall not represent or imply otherwise.

5.6 Regulatory Reporting

In furtherance of its obligations under PUCT rules, Company may, in its good-faith 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. Where legally permissible, Company will provide Affiliate prompt notice of any such report.

5.7 Complaints and Investigations

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, subject to Section 5.9.

5.8 Audit and Inspection

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), training records for the individuals described in Section 5.4, and payment records, for at least three years after creation (or longer if required by law).

5.8.1 Right to Inspect. Upon ten business days' written notice, or five business days' written notice where Company has a good-faith belief of material breach or regulatory non-compliance, Company or its designee, including external counsel or auditors, may inspect, copy, and audit those records and any systems, platforms, service providers, and processes reasonably necessary to verify compliance with this Agreement, the Program Rules, and Telemarketing Laws. This right does not extend to background-investigation results, criminal-history information, or other Personal Data concerning a Tested Person or Covered Individual; as to background investigations, Company may inspect only the evidence of completion described in Section 5.9. Company may conduct up to two audits in any rolling 12-month period, or more where a regulator requires it or Company has a good-faith belief of material breach. For an Affiliate that does not initiate or materially assist telephone or text marketing or In-Person Sales Activity, a no-cause audit is limited to books and records; on-site and systems audits require a good-faith belief of material breach or regulatory non-compliance. Audits may be conducted on-site during normal business hours or remotely by secure electronic means, and Affiliate shall provide reasonable cooperation, access, and workspace.

5.8.2 Cost and Remediation. Company bears its own audit costs, except that if an audit reveals a material breach of this Agreement or the Program Rules, or Commissions paid for activity that was fraudulent, invalid, or in violation of this Agreement, Affiliate shall reimburse Company's out-of-pocket audit expenses within 30 days of invoice. Affiliate must remedy any deficiency an audit identifies within 15 days, including reimbursing over-payments, correcting non-compliant marketing materials, or completing additional training.

5.8.3 Confidentiality and Breach. Information obtained in an audit is Confidential Information, and Company will use it solely for compliance and enforcement purposes except where disclosure is required by law or a regulator. Failure to provide access or cooperate in an audit is a material breach and grounds for immediate suspension or termination, as well as withholding or clawing back Commissions under Section 3.9 (Commission Adjustments and Offsets).

5.9 Background-Check Obligations

Background investigations are mandatory for Tested Persons who will (a) perform In-Person Sales Activity, or (b) initiate or materially assist telephone or text outreach to Prospects or Customers. Company may require one for any other Tested Person based on channel, role, or risk profile.

Where required, Affiliate shall complete the investigation before the Tested Person performs services under this Agreement and keep written evidence that the investigation was completed: the date of completion, the categories of records searched, and the identity of any consumer reporting agency or other provider Affiliate used. Affiliate shall retain that evidence for three years after the person's last activity under the Program or, for a Covered Individual with no such activity, three years after the date Company required the investigation. Affiliate shall not furnish investigation results, criminal-history information, or other Personal Data about that person to Company, and Company will not request them, except where a regulator, Provider, or law-enforcement authority compels the disclosure. One investigation meeting Section 5.9.2 covers an individual who is both a Covered Individual and a Tested Person.

5.9.1 Certification on Request. Within five business days after Company's written request, which Company will not make more than once per calendar quarter unless a Provider or regulator requires otherwise, Affiliate shall deliver a certificate (email acceptable), executed by an officer or other authorized signatory, confirming that the warranty in Section 5.9.2 is true as to every person that warranty covers. The certificate shall not include investigation results, criminal-history information, or other Personal Data.

5.9.2 Standard. Affiliate represents and warrants that no Tested Person assigned to Program-related duties, and no Covered Individual for whom Company has required an investigation under Section 2.2:

• has been convicted of, or pleaded guilty or nolo contendere to, a felony for fraud or a financial crime within the preceding seven years;
• where that person performs In-Person Sales Activity, has been convicted of, or pleaded guilty or nolo contendere to, a felony involving violence against a person or sexual misconduct within the preceding seven years;
• has made a deliberate misrepresentation or omission to Affiliate in connection with that person's engagement; or
• is identified on the Specially Designated Nationals and Blocked Persons List or the Consolidated Sanctions List maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control.

Affiliate shall conduct an investigation sufficient to support that warranty. Except where a Provider imposes stricter criteria or applicable law requires additional checks (which control), a sufficient investigation covers, at minimum, criminal records in each jurisdiction in which the person has resided during the preceding seven years as identified from current and prior addresses, national criminal and sex-offender registry records, and the OFAC lists named above. As to an individual for whom neither this Section nor Section 2.2 requires an investigation, the warranty above is given to Affiliate's knowledge. Affiliate selects the means of investigation and determines whether to assign any individual to Program-related duties. Company does not procure, receive, or review the results.

If a Provider or regulator imposes stricter background-check elements, Company will give Affiliate seven days' written notice before they take effect, or prompt notice once Company learns of the requirement where an earlier effective date is required for legal or security reasons.

5.9.3 Failure to Comply. If Affiliate fails to conduct a required investigation, cannot timely furnish the certification under Section 5.9.1, or assigns a person to Program-related duties in breach of the warranty in Section 5.9.2, Company may suspend that person under Section 5.9.4, suspend Affiliate's participation under Section 4.4, or terminate under Section 4.2. Company will not conduct background investigations on Affiliate's behalf.

5.9.4 Immediate Suspension. Company may immediately suspend any Tested Person from Program activities if, on information Company lawfully holds, Company reasonably determines that the warranty in Section 5.9.2 is or may be untrue as to that individual. Company will state the basis in writing. The suspension lifts when Affiliate removes that individual from Program-related duties, or when Company withdraws its determination in writing, which Company will do if Affiliate provides evidence Company reasonably accepts that the warranty is true as to that individual. Suspension of one Tested Person does not, by itself, constitute termination of this Agreement.

5.10 API Access; Credentials

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, subject to Section 3.13 for any payment holds.

6.1 Independent Contractor

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; if requested by Company, Affiliate must issue corrective statements clarifying the Parties' independent status.

6.2 Publicity and Designations

The Parties may refer to each other as "marketing partners" in promotions, but this does not create a legal partnership or joint venture. Affiliate shall not issue any press release, case study, or public announcement identifying Company or any member of the Company Group without Company's prior written approval, except as required by law.

7.1 Definition and Use

"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 Referral data, Enrollment data, attribution data, performance metrics, 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 return or destroy Confidential Information in accordance with Section 7.3 (for Personal Data) or Section 4.3.2 (upon termination). A Party may retain copies required by law, regulation, or bona fide litigation hold, subject to ongoing confidentiality, and routine, inaccessible archival backups may be retained until overwritten. The API and the API Materials constitute Company Confidential Information.

7.2 Disclosure of Commissions

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, (b) to such Party's accountants, tax advisors, legal counsel, or bona fide prospective acquirers or investors who are bound by obligations of confidentiality no less protective than this Section 7, or (c) as required by legal, regulatory, or governmental authority.

7.3 Security Measures

Each Party will protect Personal Data using industry-standard administrative, technical, and physical safeguards and shall comply with all applicable data protection laws, including the Texas Data Privacy and Security Act, with respect to Personal Data processed under this Agreement. 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 permitted by Section 7.1. 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; Company's prior consent is not required.

Company may publish a supplemental data-processing addendum. In the event of any conflict between this Section 7.3 and a mutually signed data-processing addendum between the Parties, the signed addendum controls as to Personal Data processing. Any supplemental data-processing addendum published by Company in the Portal without signatures constitutes an Operational Update under Section 13.12 and will not expand Affiliate's indemnification or liability absent a mutually signed amendment.

7.3.1 Security Incidents. Affiliate's breach-notification obligations are set forth in Section 5.1. Company shall provide 48-hour written notice after discovery of any Personal Data breach affecting Affiliate's data, followed by regular updates until remediation.

8.1 Definition and Ownership

"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. The API and the API Materials are Company IP.

8.2 Limited Use of Company IP

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, discontinue, or revoke any Company IP or this license at any time upon written notice. 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. On termination, 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 it.

8.3 API Use Restrictions

Affiliate may access and use the Platform and the API only to perform this Agreement in accordance with the Program Rules and Company's written documentation and security protocols. 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;
• reproduce, modify, or create derivative works of the Platform, the API, or the API Materials, except as expressly permitted in the Program Rules;
• scrape, harvest, or copy data beyond what is reasonably necessary to submit Referrals and Valid Enrollments as permitted under this Agreement;
• 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.

Breach of this Section 8.3 is a material breach. Company may immediately suspend Affiliate's access and credentials (and may place holds under Section 3.13). Company may also suspend or terminate API access, on the standard in Section 5.10, if Affiliate's use jeopardizes the security of the Platform or fails to comply with applicable data security or privacy obligations.

8.4 Competitive Use and Non-Circumvention

During the Term and for twelve (12) 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 substantially similar to the Program, (b) enable a third party to provide substantially similar functionality for the same use case, or (c) identify, contact, or contract directly with Providers for the purpose of bypassing Company for the same end-user flow. For purposes of this Section, a product or service is "substantially similar to the Program" if it provides any interface, website, application, or programmatic integration enabling end users to comparison-shop for or enroll in retail electricity plans of the kind offered through the Program during the Term, including the non-residential opportunities covered by any addendum to this Agreement. Clause (c) reaches only Providers whose identity, terms, or contact information Affiliate learned through the Program, and only in the states where Company or a member of the Company Group markets the Program. A Provider is not a third party within clause (b), and is not restricted by clause (c), solely by acting as a Provider. This Section 8.4 does not prohibit Affiliate from using independently developed technology that does not use or reference Company Confidential Information, or from maintaining ordinary, arm's-length relationships that do not rely on Company Confidential Information.

8.5 Equitable Relief

Affiliate acknowledges that a breach of Section 5 (Affiliate Marketing Obligations), Section 7 (Confidentiality), or Sections 8.3-8.4 would cause irreparable harm not adequately compensable by money damages alone, and that the non-breaching Party is entitled to seek injunctive or other equitable relief (in addition to any other remedies) without the requirement of posting a bond or other security to the extent permitted by applicable law, subject to Section 13.10 (Governing Law and Dispute Resolution).

9.1 Indemnification

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 arising out of or caused by: (a) Affiliate's breach of this Agreement; (b) the negligence or willful misconduct of Affiliate or any Affiliate Personnel, Sub-Affiliate, employee, contractor, representative, agent, or other person acting on Affiliate's behalf; (c) any violation of applicable law by any of the foregoing persons; or (d) any acts or omissions of Affiliate Personnel or Sub-Affiliates in connection with the Program, in each case except to the extent such Losses are caused by the negligence, breach, or willful misconduct of an Indemnified Party.

This indemnity includes, without limitation, 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, mandatory attorneys' fees and court costs, and costs of defense, including class certification proceedings. Affiliate's indemnification obligations under this Section 9.1 are subject to the liability caps and carve-outs set forth in Section 11.2.

9.2 Defense and Settlement Procedures

The Party seeking indemnification ("Claimant") shall give the indemnifying Party ("Indemnitor") prompt written notice of any claim for which indemnification is sought, including reasonable detail of the facts and the basis for the claim. Failure to give prompt notice does not relieve the Indemnitor of its obligations except to the extent the Indemnitor is materially prejudiced by such failure.

The Indemnitor shall assume sole control of the defense and settlement of the claim at its own expense within 15 days after receiving notice. If the Indemnitor fails to timely assume defense, the Claimant may defend the claim at the Indemnitor's reasonable expense. The Claimant may participate in the defense with its own counsel at its own expense. The Indemnitor shall keep the Claimant reasonably informed of the status of the claim and shall not consent to entry of any judgment or settle any claim without the Claimant's prior written consent (not to be unreasonably withheld) if such judgment or settlement imposes any obligation, admission of liability, or restriction on the Claimant, or fails to provide a full and unconditional release of the Claimant.

Company may, at its option upon written notice, assume control of the defense of any claim subject to indemnification under Section 9.1 if a conflict of interest exists or if Company reasonably determines its interests may be prejudiced; in such case, Affiliate shall remain responsible for all Losses (not limited to costs of defense) and shall cooperate fully.

9.3 Third-Party Beneficiary

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

9.4 Company Indemnity

Company shall indemnify, defend, and hold harmless Affiliate from and against Losses arising out of (a) Company's negligence, breach of this Agreement, or willful misconduct in connection with the Program, or (b) any third-party claim that the Platform or Company IP provided to Affiliate under this Agreement infringes a third party's intellectual property rights, in each case except to the extent such Losses are caused by the negligence, breach, or willful misconduct of Affiliate, and except to the extent such infringement (in the case of clause (b)) arises from (i) Affiliate's modification, combination, or misuse of Company IP, or (ii) content provided by third-party Providers and made available through the Platform or Portal. Company's aggregate liability under this Section 9.4 is subject to the cap in Section 11.2.

10.1 Required Coverage

Throughout the Term, Affiliate shall maintain the coverage set out below if Affiliate (a) initiates or materially assists telephone or text marketing or In-Person Sales Activity, or (b) has earned US $50,000 or more in Payable Commissions during the trailing 12 months. An Affiliate meeting neither condition is not required to carry insurance under this Section, though Company may require it to do so on written notice at Company's sole and absolute discretion.

• 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, if Affiliate employs personnel; 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.

Required limits may be satisfied by any combination of primary and excess (umbrella) policies issued by insurers rated A- (VII) or better by A.M. Best. For purposes of Section 10.4, the Commercial General Liability coverage is attributable to In-Person Sales Activity, and the Cyber Liability and/or Technology Errors & Omissions coverage is attributable to telephone or text marketing and to the handling of Personal Data.

10.2 Policy Standards

Except for Workers' Compensation, each required policy shall be primary and non-contributory to any insurance maintained by Company and shall name the Company Group and the officers, directors, employees, and agents of each of its members as additional insureds, in each case where Affiliate's insurer will issue that endorsement. Affiliate shall notify Company in writing within five business days after receiving notice of any cancellation, non-renewal, or material reduction in limits. If a required policy is written on a claims-made basis, Affiliate shall maintain it, or an extended-reporting period with a retroactive date no later than the Effective Date, for two years after this Agreement expires or terminates.

Affiliate will use commercially reasonable efforts to maintain coverage that does not exclude claims alleging violations of Telemarketing Laws or other consumer-protection statutes, including the Telephone Consumer Protection Act and the Texas Deceptive Trade Practices Act.

10.3 Evidence of Coverage

Within five business days after Company's written request, Affiliate shall furnish certificates of insurance and, upon Company's reasonable request, copies of the applicable policy endorsements.

10.4 Attachment and Duration of Coverage

Subject to the grace period below, coverage attributable to an activity under Section 10.1(a) must be carried from the date the activity first occurs until two years after it ceases.

An Affiliate that becomes subject to Section 10.1, whether by beginning an activity described in Section 10.1(a), by reaching the threshold in Section 10.1(b), or on Company's written notice under Section 10.1, has 30 days from that date to obtain the required coverage and provide current certificates of insurance to Company. The same 30 days apply each time Affiliate becomes subject to Section 10.1, including after a lapse permitted below. Participation in the Program is suspended until Affiliate obtains the coverage, and a suspension under this Section does not cause Affiliate to fail the eligibility condition in Section 3.8(b). If Affiliate has not obtained the coverage by the end of that period, Company may terminate this Agreement on written notice under Section 4.2, and no further cure period applies.

An Affiliate that became subject to Section 10.1 only by reaching the threshold in Section 10.1(b) may allow the coverage to lapse once its Payable Commissions over the trailing 12 months fall below that threshold, provided it conducts no activity described in Section 10.1(a), gives Company written notice at least 10 business days before the lapse, and, for any claims-made policy, maintains an extended-reporting period for two years after the lapse.

This Section does not limit or otherwise affect Affiliate's indemnification obligations under Section 9.

11.1 DISCLAIMER OF WARRANTIES

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.

11.2 LIMITATION OF LIABILITY

EXCEPT FOR (I) AMOUNTS EXPRESSLY PAYABLE UNDER THIS AGREEMENT (INCLUDING OFFSETS, REIMBURSEMENTS, CHARGEBACKS, AND TRUE-UPS UNDER SECTION 3), (II) OBLIGATIONS UNDER SECTIONS 5 (AFFILIATE MARKETING OBLIGATIONS), 7 (CONFIDENTIALITY), 8 (INTELLECTUAL PROPERTY), OR 9 (INDEMNIFICATION), 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.

EXCEPT FOR LOSSES ARISING FROM VIOLATIONS OF TELEMARKETING LAWS, FRAUD, OR INTENTIONAL MISCONDUCT (WHICH ARE UNCAPPED), AFFILIATE'S TOTAL AGGREGATE LIABILITY TO COMPANY FOR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING INDEMNIFICATION UNDER SECTION 9.1) SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL COMMISSIONS PAID BY COMPANY TO AFFILIATE DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (II) US $100,000.

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

12.1 General Requirements

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).

12.2 Notice to Affiliate

Subject to Section 13.12 (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.

Portal postings are effective upon posting regardless of whether viewed; Company will send a courtesy email for material updates. A Portal notice does not effectuate any change to this Agreement that Section 13.12 requires to be made by a mutually signed written amendment.

12.3 Notice to Company

All notices to Company must be sent to:

Compare Services LLC 539 W Commerce St Suite 1480 Dallas, TX 75208 Email: admin.affiliates@comparepower.com Attention: Legal Department

13.1 Survival

The rights and obligations in Sections 1 (Definitions), 2 (Program Structure and Affiliate Participation), 3 (Referrals and Compensation), 4.3 (Effect of Termination), 5 (Affiliate Marketing Obligations), 6 (Relationship of the Parties), 7 (Confidentiality), 8 (Intellectual Property), 9 (Indemnification), 10 (Insurance), 11 (Disclaimers and Limitations of Liability), 12 (Notice), 13.1 through 13.13, 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.

13.2 Entire Agreement

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, including any prior seller agreement, affiliate agreement, customer referral agreement, or similar arrangement between the Parties, all of which shall be deemed null and void upon the Effective Date. No other document, communication, or representation shall modify or supplement this Agreement unless explicitly stated in a written amendment executed by both Parties, except as permitted in Section 13.12.

13.3 Amendments

Except as expressly provided in Section 13.12 (Modifications), no amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.

13.4 No Waiver

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.

13.5 Assignment

Affiliate may not assign this Agreement without Company's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed in connection with a bona fide merger, acquisition, or sale of all or substantially all of Affiliate's assets to an entity that meets Company's then-current onboarding standards. Company may assign this Agreement without Affiliate's consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assignee assumes Company's obligations hereunder; any other assignment by Company requires 30 days' prior written notice to Affiliate.

13.6 No Third-Party Beneficiaries

This Agreement does not confer rights or remedies on any third party except as expressly provided in Section 9 (Indemnification) and Section 10.2 (additional insureds).

13.7 Binding Acceptance

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. A signed copy delivered electronically is treated as an original.

13.8 Severability

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.

13.9 Force Majeure

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. Payment obligations are not excused by a Force Majeure Event; whether a Commission is payable at all remains governed by Section 3.8 (Eligibility for Commission Payment).

13.10 Governing Law and Dispute Resolution

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. Either Party may seek injunctive or other equitable relief as provided in Section 8.5, or emergency measures of protection under the applicable AAA rules, at any time and without first mediating.

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 of this arbitration agreement) 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; AAA and arbitrator fees shall be shared equally subject to reallocation in the award. Judgment on the award may be entered in any court of competent jurisdiction, and the state and federal courts in Dallas County, Texas have exclusive jurisdiction for actions to compel arbitration, confirm or vacate an award, and for any equitable relief as provided in Section 8.5.

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, representative, or joint action is permitted absent both Parties' written consent. Either Party may bring an individual claim in small-claims court if eligible.

The arbitration, including filings, evidence, and award, is confidential except to the extent disclosure is required by law or reasonably necessary to enforce, challenge, or comply with the award. This Section survives termination or expiration of the Agreement.

13.11 Disputes Between Affiliates

A dispute between Affiliate and Company regarding attribution of a Referral or Commission is governed exclusively by Section 3.12 (Dispute Resolution and Adjustments). Company does not adjudicate disputes between Affiliates, has no obligation to investigate or resolve them, and to the maximum extent permitted by law has no liability arising from any Affiliate's dispute with another Affiliate. Nothing in this Agreement creates a forum for a dispute between Affiliates or entitles either of them to compel the other to resolve one. Company may notify or cooperate with regulators, Providers, carriers, or law-enforcement authorities as it deems appropriate.

13.12 Modifications

Company may make Operational Updates by posting the revised terms in the Portal or by emailing notice to Affiliate. Each Operational Update applies prospectively only and takes effect on the later of the posting date or the stated effective date. An Operational Update that materially reduces Commission rates, modifies the Attribution Model or Attribution Window, alters payment timing, or adds new monetary obligations for Affiliate will take effect no earlier than 14 days after notice, except where earlier effectiveness is reasonably required by a Provider directive or law/regulation, in which case Company will give prompt notice.

Any amendment that (a) increases Affiliate's monetary obligations, (b) expands Affiliate's indemnification duty, (c) alters Sections 9 (Indemnification), 10 (Insurance), 11 (Disclaimers and Limitations of Liability), or 13 (General Terms), or (d) otherwise imposes material new legal risk on Affiliate is effective only if executed in a written instrument signed by both Parties pursuant to Section 13.3 (Amendments).

If Affiliate objects to an Operational Update, Affiliate's sole remedy is to give notice of termination under Section 4.2 within 30 days after notice of the Operational Update, in which case the Operational Update does not apply to Affiliate at any time, including before the objection; continued participation in the Program without giving that notice constitutes acceptance of the Operational Update. A notice of termination given under this paragraph is irrevocable, and this Agreement terminates at the end of the notice period.

Company's exercise of a right this Agreement expressly grants it to be exercised on written notice, including under Section 5.9.2 (stricter background-check elements required by a Provider or regulator), is not an amendment and is not subject to the signed-instrument requirement in the preceding paragraph. A written notice under Section 10.1 requiring an Affiliate to carry insurance it would not otherwise owe is likewise not an amendment, but Affiliate may object to it on the same terms as an Operational Update, and the notice does not take effect while a resulting termination notice period runs.

13.13 Exercise of Discretion

Where this Agreement grants Company discretion, such discretion shall be exercised in a commercially reasonable manner and in good faith, except where this Agreement expressly grants Company sole discretion, absolute discretion, or sole and absolute discretion.