LEGAL TERMS AND CONDITIONS FOR CASH BACK ORDERS

These terms and conditions (“Terms”) together with the fully executed Cash Back Launch Order (“Launch Order”) constitute a binding agreement (“Agreement”) between Inmar Brand Solutions, Inc. (“Inmar”), and the entity signing the Launch Order (“Client”). In the event of any conflict between the Launch Order and the Terms, the Terms will govern. The Agreement will become effective upon execution of the Launch Order by both parties.

Inmar Services. Inmar shall provide Client with the following services (the “Services”) as of the Effective Date:

1.1. Receive requests from Client via a Launch Order containing the detailed parameters of each cash back offer that Client wishes Inmar to process (each, a “Cash Back Offer”), including all information necessary for Inmar to validate redemption requests (such information, collectively, the “Offer Parameters”), such as the expected distribution channels for the Cash Back Offer, the dates when the Cash Back Offer is valid, the geographic locations where the Cash Back Offer should be offered, the Online Platforms through which the Cash Back Offer should be published by Inmar, any redemption limits for the Cash Back Offer, the product(s) covered by the Cash Back Offer, other terms and restrictions applicable to the Cash Back Offer (e.g., age requirements for the submitter), and all other information as specified by Client necessary for validation of Submissions by Inmar.
1.2. Reject any Launch Order or Cash Back Offer from Client for any reason. In the event of such rejection, Inmar shall promptly notify Client of such action.
1.3. Publish Cash Back Offers within Inmar’s available websites or mobile apps (e.g., grabmyrebate.com) and/or other online or mobile platforms (each, an “Online Platform” and collectively the “Online Platforms” and such Cash Back Offer is an “Online Platform Cash Back Offer”). Inmar may suspend publication of, or remove from publication, any Online Platform Cash Back Offer at any time for good cause. In the event of such suspension or removal, Inmar shall promptly notify Client of such action.
1.4. Receive cash back redemption requests from submitters (each a “Submission”) as specified by the applicable Offer Parameters for each Cash Back Offer.
1.5. Process each Submission as instructed by Client during Cash Back Offer setup.
1.6. Audit each Submission for compliance with the Offer Parameters provided by Client for the Cash Back Offer. Inmar will use commercially reasonable efforts to identify evidence of fraud within each Submission.
1.7. Prepare and release cash back rewards payable to submitters of compliant Submissions in accordance with the Offer Parameters.
1.8. Provide notice to submitters of invalid Submissions, as specified in the Offer Parameters or as otherwise instructed by Client.
1.9. Provide Inmar’s standard marketing and financial reports to Client. A list of standard reports can be found on the Data Portal as defined below. Any additional reports requested by Client that require additional programming and/or manual labor will be subject to additional fees.
1.10. Provide customer service to Client and to submitters, as applicable.
Obligations of Client. Client agrees as follows:

2.1. Client shall complete the Launch Order providing Inmar with detailed Offer Parameters for each Cash Back Offer. Client will specify all information necessary for Inmar to validate the compliance of Submissions with the terms of the Cash Back Offer.
2.2. Client acknowledges that it is solely responsible for determining and approving all product photos, logos, advertising copy, terms and conditions, and other textual and graphic content displayed with each Cash Back Offer (collectively, the “Offer Content”). For Online Platform Cash Back Offers, Client will review and approve the applicable Offer Content before such Online Platform Cash Back Offer is published.
2.3. Client is at all times solely responsible for ensuring that the Offer Parameters for every Cash Back Offer are lawful and compliant with all applicable laws, rules and regulations. Without limiting the foregoing, Client agrees that, to the extent required by applicable law, Client shall ensure that notices of Cash Back Offers (including applicable Offer Parameters and Offer Content) are timely provided to any required governmental authorities, and shall otherwise procure such consents, licenses or approvals necessary to publish and process each Cash Back Offer (including, as applicable, for publication within Online Platforms). Client represents and warrants that it has obtained all valid and sufficient permits, licenses, releases, or approvals required in connection with each Cash Back Offer in each state where it instructs Inmar to publish and/or distribute such Cash Back Offer and to only request that its Cash Back Offers be honored where allowed by law.
2.4. Client agrees that Inmar or Client may place a Submission into a no-pay status. Inmar and Client will determine final payment decisions in all cases in which Inmar has withheld payment due to (i) suspected misredemption/fraud or (ii) a no pay decision.
Fees/Payment of Fees:

3.1. Client agrees to pay Inmar for all cash back amounts paid, fees, charges, or other amounts due from Client under this Cash Back Launch Order (“Client Obligations”) based on the pricing section of each applicable Launch Order by the due date referenced on the Inmar invoice to Client.
3.2. Client agrees that Inmar may pass through to Client bank fees incurred by Inmar as a result of rejected payments, late payments, an error on the part of Client or Client’s bank, etc.
3.3. Funding deposit(s) will be required based on the number of live offers, consumer funding volume, payment frequency, and/or payment methods selected to pay consumer submissions. Funding deposits are required to be received and available prior to any consumer being paid. In the event of a Client payment default, funding deposits may be used by Inmar, if necessary, for payment of fees due to Inmar. Upon termination and completion of payment of (i) reimbursement on behalf of Client, and (ii) fees due to Inmar, Inmar will return to Client any unused funding deposits. Inmar reserves the right to require upfront payment by Client of a separate security deposit amount based upon Client’s Cash Back Services Fee as applicable.
Miscellaneous:

4.1. Confidentiality. Both parties recognize the confidential nature of the information shared in the Launch Order. Both parties agree to maintain the confidentiality of such information and to use it only as set forth herein. Each party further agrees that the confidential information shall not be disclosed to any third party, except that a receiving party may disclose the confidential information or portions thereof to those of its directors, officers, employees, and representatives who need to know such confidential information for the purpose of the relationship between the parties.
4.2. Intellectual Property and Data.
a. Intellectual Property. Each party shall own and continue to own all rights it may have in intellectual property developed, invented, gathered, or created by it before or during the term of this Agreement. Except for the license grants set forth below, this Agreement shall not be construed to grant to either party any right, title, or interest in any intellectual property rights owned by the other party. Without limiting the foregoing, all intellectual property rights, title, and interest in the methodology, technology, and know-how that Inmar uses to fulfill its obligations under this Agreement, including all enhancements and improvements thereto, are and shall remain the exclusive property of Inmar.
b. Client hereby grants to Inmar, during the term of this Launch Order and for a period of one (1) year thereafter, a non-exclusive, royalty-free license to reproduce, display and distribute (and, as applicable, digitally transmit), use, reproduce and create derivative works of all materials and information provided by Client (collectively “Client Materials”), including, without limitation, any logos or other trademarks provided by Client, for purposes of publishing or otherwise supporting the Cash Back Offer. Client warrants that it has all necessary rights in the Client Materials that it provides to Inmar, and that Inmar’s exercise of the licenses granted in this paragraph will not infringe the intellectual property rights of any third party.
c. Data Usage. Data collected or generated by Inmar pursuant to this Agreement and held by Inmar in a form that is identifiable to Client shall be and shall remain the property of Client (“Client Data”). Inmar shall have a perpetual, royalty-free, non-exclusive license to use Client Data pursuant to this Agreement, and to aggregate, or otherwise manipulate, or create derivative works from, Client Data in a form that is not identifiable to Client. Client agrees that it will not disclose or transmit any data generated by Inmar in the performance of this Agreement to any third party without the prior written consent of Inmar.
d. Data Portal. Inmar may provide Client with a web-based reporting portal with proprietary data access. Client shall not grant access to the Data Portal to any third party. If Client desires for a third party to have access to the Data Portal, Client may make a request to Inmar in writing, and Inmar may grant the third party such access at its sole discretion.
4.3. Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, INMAR DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES PROVIDED BY IT, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES THAT MIGHT OTHERWISE BE IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, DATA ACCURACY OR SYSTEM INTEGRATION, ANY IMPLIED WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, AND ANY WARRANTIES ARISING FROM A COURSE OR PERFORMANCE, COURSE OF DEALING, OR TRADE USAGE. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES PROVIDED BY INMAR ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. IN NO EVENT WILL INMAR BE LIABLE TO CLIENT FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES, LOSSES, OR COSTS (INCLUDING LEGAL FEES AND EXPENSES), ASSOCIATED WITH OR ARISING FROM LOST TIME, LOST DATA, LOST SAVINGS, PROPERTY DAMAGE, LOST PROFITS, OR LOSS OF GOODWILL, REGARDLESS OF THE FORM OF CLAIM OR ACTION, EVEN IF INMAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR COSTS.
4.4. Limitation. Unless otherwise limited herein, the liability of Inmar to Client, regardless of the form of claim or action, will not exceed the fees actually paid by Client to Inmar for the Services provided under a Launch Order.
4.5. Indemnification.
a. Inmar agrees to defend and indemnify Client, its affiliates, and its and their respective officers, directors, employees and agents from and against any and all damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees and court costs) (collectively “Expenses”) arising from any claim brought against Client by a third party (i) alleging that the Data Portal or any Online Platform infringes the intellectual property rights of such third party, or (ii) alleging that Client is responsible for damages to such third party resulting from the gross negligence or willful misconduct of Inmar in performance of the Services, provided that, notwithstanding the foregoing, Inmar will have no obligation or liability under this paragraph with respect to any third-party claim to the extent that it arises in connection with any matter for which Client is required to provide indemnity pursuant to the following Section 4.5.b.
b. Client agrees to defend Inmar, its affiliates, and its and their respective officers, directors, employees and agents from and against any and all Expenses (i) arising from Client’s failure to fulfill its obligations under Section 2.3, or (ii) arising from any claim brought against Inmar by a third party alleging that Inmar is responsible for damages to such third party resulting from the gross negligence or willful misconduct of Client, provided that Client will have no obligation or liability under this paragraph with respect to any third-party claim to the extent that it arises from Inmar’s material failure to comply with Offer Parameters in the processing of any Submissions or the publishing of any Cash Back Offer.
c. As a condition of each party’s obligations under this Section 4.5, the party seeking defense and/or indemnity (the “Indemnitee”) shall (i) promptly notify the other party (the “Indemnitor”) upon becoming aware of any claim for which indemnity is or may be due, (ii) authorize the Indemnitor, in a signed writing, to conduct and control the defense and any related settlement negotiations in connection with the relevant claim, without interference, and (iii) provide such information and assistance that the Indemnitor reasonably requests in connection with such defense and settlement negotiations. The Indemnitor will permit counsel of the Indemnitee’s choice, at the Indemnitee’s expense, to consult and participate in the defense of the relevant claim. The Indemnitee will not settle the relevant claim, nor make prejudicial statements about the dispute, without the Indemnitor’s prior written consent. The Indemnitor will not settle the relevant claim unless the settlement constitutes a complete release of claims, without admission of fault on behalf of the Indemnitee and without imposition of obligations upon the Indemnitee.
4.6. Governing Law/Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without reference to the conflict of law rules of such state. The parties hereto irrevocably agree that any legal action or proceeding with respect to this Agreement shall be brought exclusively in the courts in the State of North Carolina, and further agree to submit to the jurisdiction and venue of such courts.
4.7. Modification. These Terms are incorporated by reference into the Launch Order. Neither these Terms nor any Launch Order may be modified except by mutual agreement in writing.