Brand MSA

Button Master Services Agreement

This Button Master Services Agreement (together with all Order Forms (including the Initial Order Form) executed between the Parties, the “Master Services Agreement”, or “Agreement”), dated as of the date set forth in the Initial Order Form (“Effective Date”), is entered into by and between Button, Inc., a Delaware corporation, located at PO Box 8176 PMB 90775 Greenwich, CT 06836-8021, USA (“Button”) and the company set forth in the Initial Order Form (“Company”) (each party, a “Party” and, collectively, the “Parties”).

WHEREAS Button has developed a proprietary technology platform to optimize traffic to drive commerce on Mobile Properties, fulfill contracts between Brands and Publishers, facilitate the mitigation of fraud, and in a privacy-first, anonymized method, increase the revenue of all parties; and

WHEREAS Company desires to connect with the Button Marketplace and use the Button Technology in connection with Company’s Mobile Properties in order to receive the Services, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises set forth below and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and subject to the terms and conditions of this Agreement, the Parties hereby agree as follows:

1. Definitions.

1.1 “Action” means any time that an End User of a Publisher’s Mobile Properties initiates an action, including but not limited to a tap, impression, or purchase, which results in such End User accessing the Brand’s Mobile Properties through the use of the Button Technology.

1.2 “Adjustment” means any modification made to a Purchase following such Purchase having been made by an End User, including but not limited to a product return, cancelation of services, price adjustment, or other reconciliation, which results in a change to the Button-Initiated Transaction Commission.

1.3 “Agreement” means this Button Master Services Agreement and all Order Forms (including the Initial Order Form) between the Parties, which are incorporated by reference hereto.

1.4 “Attributable” means that an action was initiated by an Action, provided that such action took place within thirty (30) days of such Action, and that such action was not directly caused by another intervening action.

1.5 “Brand” means any company that uses the Button Technology to receive End Users to its Mobile Properties via the Button Marketplace, including a company which is included in the Button Marketplace by virtue of such company’s relationship with an affiliate network.

1.6 “Button Dashboard” means Button’s online dashboard.

1.7 “Button Data” means statistical information and metrics derived from the performance of the Button Technology and provision of the Services that is anonymous, anonymized, pseudonymized, or non- personally identifiable information.

1.8 “Button-Initiated Transaction” means any Purchase or Install which is initiated by an End User through an Action.

1.9 “Button-Initiated Transaction Commission” means the aggregate gross revenue payable to Button by a Brand which is derived from Button-Initiated Transactions, as set forth in the Order Forms.

1.10 “Button Integration” means the integration of Company’s Mobile Properties into and Company’s participation in the Button Marketplace.

1.11 “Button Marketplace” means Button’s marketplace of participating Brands and Publishers operated by way of the Button Technology.

1.12 “Button Technology” means Button’s software offering, platform, and other related technology, including, without limitation, the Button Marketplace and the Button Dashboard.

1.13 “Company Content” means any content, or other information published or otherwise made available by Company via the Company Products, including, without limitation, any offer, reward, promotion, advertisement, circular, coupon, rebate or other similar activity, promise or offering made by or for Company, as well as any loyalty program or other form of virtual currency, and any points, rewards, miles or other unit of value in connection with such program or currency.

1.14 “Company Data” means the confidential or proprietary data supplied by or on behalf of Company or by Company’s End Users in their use of the Company Products, but expressly excludes Button Data.

1.15 “Company Products” means Company’s Mobile Properties which are included in the Button Marketplace through the Button Integration.

1.16 “End User” means any end user of a Brand or Publisher who interacts with the Button Technology.

1.17 “Finalized” means the point, as set by a Brand, and as communicated to Button, at which no further Adjustments to a Purchase may take place.

1.18 “GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

1.19 “Initial Order Form” means the initial Order Form signed by the Parties, to which this Button Master Services Agreement is attached.

1.20 “Install” means an Attributable installation of a Brand’s Mobile Property by an End User.

1.21 “Install Bounty” means a bounty payable by a Brand in connection with an Install.

1.22 “Integrated” means that the Company Products of a Publisher and a Brand are connected such that the End User of a Publisher’s Company Products may access the Brand’s Company Products through the Button Marketplace through an Action.

1.23 “Marks” means trade names, trademarks, logos, and service marks.

1.24 “Mobile Property” means any mobile app and/or mobile website of a Brand or Publisher.

1.25 “Publisher” means a publisher in the Button Marketplace, including a publisher which is included in the Button Marketplace by virtue of such publisher’s relationship with an affiliate network.

1.26 “Purchase” means any Attributable purchase or other transaction with a Brand via that Brand’s Mobile Properties by an End User.

1.27 “Reach” means the addition of publishers to the Button Marketplace through Button’s integration with an affiliate network.

1.28 “Security Incident” means any event where a Party’s data in the other Party’s possession or control: (i) is or may have been lost or stolen; or (ii) is or may have been subject to unauthorized access, use, disclosure or other incident that requires notification under applicable laws to the persons impacted by such unauthorized access, use, disclosure or other breach.

1.29 “Services” means the inclusion of Company in the Button Marketplace whereby Company’s Mobile Properties are connected to Mobile Properties of other participants in the Button Marketplace through the Button Technology pursuant to the terms set forth in the Order Forms.

Services.

2.1 Services; Order Forms. During the Term, Button and Company shall enter into one or more order forms (the “Order Forms”) (including the Initial Order Form) pursuant to which Button shall provide the Services, as detailed therein, to Company. When fully executed by Button and Company, each Order Form shall constitute an addendum to this Agreement and shall be incorporated by reference into this Agreement. This Button Master Services Agreement shall be incorporated by reference into each Order Form executed between the Parties, and, together, the Button Master Services Agreement and each Order Form executed between the Parties shall constitute the “Agreement” between the Parties.

2.2 Updates. Button may, from time to time, improve, enhance, and otherwise update the Button Technology (the “Updates”). Company shall install all Updates within a reasonable time of Button’s release thereof. Company shall comply with Button’s SDK Support Policy, which is located at https://developer.usebutton.com/guides/publishers/sdk-support-policy.

Company Rights and Obligations.

3.1 Button Integration. The Button Integration shall occur in accordance with the following specifications:

3.1.1 The Button Integration shall begin within a reasonable time after the Effective Date.

3.1.2 Company shall make available to the End Users of the Company Products no later than sixty (60) days after the Effective Date (the “Launch Date”).

3.1.3 Company agrees to become fully Integrated with all Brands in the Button Marketplace. If, as of the Effective Date, the Company Products are integrated and/or partnered with any participants in the Button Marketplace, including but not limited to through the use of a third party technology such as an affiliate network, Company shall, within thirty (30) days of the Launch Date, transition such integration and/or partnership so that such integration and/or partnership is powered by the Button Technology. After the Effective Date, Company may not become integrated and/or partnered with any participants in the Button Marketplace through the use of a third-party technology such as an affiliate network.

3.1.4 Company agrees that all communications with other participants in the Button Marketplace related to the Integration (including but not limited to any such communications related to billing), shall be made through Button.

3.2 Availability. Following the Launch Date, Company shall maintain the Button Integration for substantially all End Users of Company’s Mobile Properties.

3.3 Requirements for Services. Company shall make available in a timely manner at no charge to Button all technical data, programs, files, documentation, test data, and other information and resources required by Button for the performance of the Services. Company is responsible for any issues resulting from, the content, accuracy, completeness and consistency of all such data, materials, and information supplied to Button.

3.4 Support. Company shall use best efforts to review and mitigate any fraud and abuse related to the Button Integration. Company shall be responsible for any fraudulent activity resulting from Company’s End Users’ use of the Company Products. Company shall allocate such personnel as reasonably required for Button to provide the Services, including but not limited to the Button Integration. Such personnel will be reasonably available to assist with any task as required by Button to perform the Services.

3.5 Compliance. Company shall be solely responsible for the compliance with all applicable laws, rules and regulations by the Company Products and Company Content and shall be solely liable for any claims arising from the Company Products or Company Content , including any error or omissions with respect thereto, or any misleading content contained therein, or any reliance by any third party on the accuracy or availability of content within the Company Products or Company Content or access to or use of the Company Products or Company Content.

3.6 Restricted Conduct.

3.6.1 Company may not undertake or engage in any activity that does or attempts to generate traffic, installations, or transactions by any macro, script, “bot”, or any other automated means, or otherwise deliver any non-human traffic or action through the Button Marketplace. Company may not falsify the attribution of any traffic, installations, or transactions.

3.6.2 Company may not undertake or engage in any activity which:

3.6.2.1 results in the transmission of any viruses, spyware, malware, or any other malicious code;

3.6.2.2 interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party, including but not limited to Button, any of Button’s partners or customers or any mobile communications carrier;

3.6.2.3 adversely affect the availability of Button’s servers, systems, or resources, or could, in any manner, damage, disable, overburden, or impair Button’s servers or networks;

3.6.2.4 interferes with or disrupts any of Button’s services, technology, or operations, or any servers or networks connected to the Dashboard; or

3.6.2.5 disobey any Button requirements, procedures, policies, or regulations.

3.6.3 Company may not undertake or engage in any activity in violation of any applicable law, rule, regulation, policy, or standard, including but not limited to activity that:

3.6.3.1 violates any data privacy laws, rules, regulations, or standards, including but not limited to the obtaining of user data without the affirmative consent of such users;

3.6.3.2 is subject to an injunction or court order;