USD BRANDS MEDIA LLC PUBLISHER TERMS OF SERVICE These Publisher Terms of Service ("Terms") govern participation in the USD Brands affiliate and performance marketing network operated by USD Brands Media LLC ("USD Brands", "we", "us", or "our"). 1. ELIGIBILITY AND APPLICATION Publisher applications are subject to review and manual approval by USD Brands. Submitting an application does not guarantee approval, access to the network, access to any offer, or continued participation. All information submitted by a Publisher must be accurate, complete, and current. USD Brands may request additional information or verification before approving or maintaining a Publisher account. 2. PUBLISHER ACCOUNT A Publisher is responsible for maintaining the security of its account credentials and for activity conducted through its account. A Publisher must not provide false, misleading, incomplete, or materially inaccurate information to USD Brands, advertisers, or consumers. A Publisher may not transfer, sell, or assign its account without prior approval from USD Brands. 3. OFFERS AND PROGRAM PARTICIPATION Publisher participation in individual offers is subject to the terms, restrictions, traffic requirements, geographic limitations, caps, creative requirements, and other conditions communicated by USD Brands or the applicable advertiser. USD Brands may approve, reject, suspend, modify, pause, or remove a Publisher's access to any offer. Publisher must comply with all advertiser-specific requirements communicated for an offer. 4. TRAFFIC QUALITY AND MARKETING COMPLIANCE Publisher is responsible for ensuring that all traffic delivered to USD Brands offers is legitimate, accurately represented, and compliant with applicable laws, regulations, advertising platform policies, advertiser requirements, and USD Brands instructions. Publisher must not use deceptive, misleading, fraudulent, or otherwise prohibited marketing practices. Traffic must be generated through traffic sources and methods approved for the applicable offer. 5. PROHIBITED TRAFFIC AND ACTIVITIES Unless expressly approved by USD Brands or the applicable advertiser, prohibited activities include: • Fraudulent, automated, bot, incentivized, or artificially generated traffic. • Click fraud, conversion fraud, lead fraud, or manipulation of tracking systems. • Misleading advertisements, fake claims, impersonation, or deceptive landing pages. • Forced clicks, hidden clicks, cookie stuffing, or attribution manipulation. • Unauthorized trademark or brand bidding. • Unauthorized use of advertiser names, trademarks, logos, or intellectual property. • Spam or unsolicited communications. • Traffic that violates advertising platform policies. • Any activity intended to artificially increase clicks, leads, conversions, commissions, or payouts. USD Brands may investigate suspicious activity and may withhold, reverse, or adjust commissions associated with invalid or non-compliant activity. 6. ADVERTISING AND CREATIVE REQUIREMENTS Publisher must use only creatives, landing pages, copy, tracking links, and promotional materials authorized for the applicable offer. Publisher must not materially alter approved advertising materials in a manner that creates a misleading representation of an offer or advertiser. 7. EMAIL, SMS, SOCIAL MEDIA, PAID ADVERTISING AND OTHER TRAFFIC SOURCES Publisher must comply with all applicable laws, regulations, platform policies, advertiser requirements, and USD Brands requirements when using email, SMS, social media, search, native advertising, display, push, pop, paid traffic, organic traffic, or other promotional methods. Any traffic source requiring prior approval must not be used until USD Brands provides the required approval. 8. SUB-SOURCES AND SUB-PUBLISHERS Publisher may use sub-sources, sub-publishers, or other downstream traffic sources only when USD Brands has expressly permitted their use. Where requested by USD Brands, Publisher must provide information regarding the source, sub-source, sub-publisher, traffic method, or campaign responsible for generating traffic. Unauthorized sub-sources or sub-publishers may result in suspension, rejection of traffic, withholding or reversal of commissions, or termination. 9. TRACKING AND ATTRIBUTION USD Brands relies on tracking systems to record clicks, conversions, revenue, payouts, and other performance events. Publisher must not interfere with, manipulate, or attempt to circumvent tracking, attribution, postback, or reporting systems. Tracking discrepancies may be investigated using available network, advertiser, and tracking records. 10. FRAUD AND INVALID ACTIVITY USD Brands may investigate suspected fraud, invalid traffic, duplicate activity, abnormal conversion patterns, tracking manipulation, or other suspicious activity. During an investigation, USD Brands may temporarily withhold affected commissions. If activity is determined to be invalid, fraudulent, non-compliant, or otherwise not payable under the applicable offer terms, USD Brands may reverse or withhold the affected amount. 11. COMMISSIONS AND PAYMENTS Publisher commissions are payable on a Net-30 basis, subject to applicable advertiser approval, validation, reversals, chargebacks, adjustments, and the terms of the applicable offer. The minimum payment threshold is $500. If an advertiser reverses, charges back, rejects, or otherwise adjusts an amount, USD Brands will pay the Publisher based on the actual amount ultimately received and payable after the applicable advertiser adjustment. USD Brands is not required to pay commissions that have not been received from the applicable advertiser or that are determined to be invalid, fraudulent, reversed, or otherwise not payable. 12. TERMINATION AND POST-TERMINATION PAYMENTS USD Brands may suspend or terminate a Publisher's account or access to offers when permitted under these Terms, applicable offer requirements, or applicable law. Termination does not automatically eliminate valid commissions that remain payable. If, after termination, USD Brands receives payment from an advertiser for valid activity attributable to the Publisher, the applicable amount will remain payable to the Publisher subject to these Terms, advertiser validation, reversals, chargebacks, adjustments, and the $500 minimum payment threshold. 13. CONFIDENTIALITY Publisher may receive confidential information relating to advertisers, offers, payouts, tracking, campaigns, or network operations. Publisher must not disclose or misuse confidential information except as authorized by USD Brands or required by law. 14. INTELLECTUAL PROPERTY USD Brands and its advertisers retain all rights in their respective trademarks, brands, content, creatives, systems, software, and other intellectual property. Publisher receives no ownership rights in such materials merely by participating in the network. 15. PRIVACY AND DATA PROTECTION Publisher must handle personal information and other data in compliance with applicable privacy and data protection laws and applicable advertiser and USD Brands requirements. USD Brands' Privacy Policy is available at: https://usdbrands.com/privacy-policy 16. COMPLIANCE AND COOPERATION Publisher agrees to cooperate with reasonable compliance reviews, traffic investigations, advertiser requests, tracking investigations, and requests for information relating to Publisher activity. Publisher must promptly provide accurate information reasonably requested by USD Brands in connection with traffic, campaigns, sources, conversions, payments, or compliance. 17. CHANGES TO OFFERS AND NETWORK REQUIREMENTS USD Brands or an applicable advertiser may change offer terms, traffic restrictions, payout terms, geographic restrictions, caps, creatives, or other campaign requirements. Publisher is responsible for reviewing and complying with current requirements applicable to each offer. 18. SUSPENSION OR TERMINATION USD Brands may suspend or terminate access where Publisher activity violates these Terms, applicable offer requirements, advertiser requirements, applicable law, or network policies, or where USD Brands reasonably determines that continued access creates compliance, fraud, financial, or operational risk. USD Brands may also suspend or terminate an account where required by an advertiser or other applicable business requirement. 19. LIMITATION OF LIABILITY To the extent permitted by applicable law, USD Brands is not responsible for indirect, incidental, special, consequential, or punitive damages arising from Publisher participation in the network. Nothing in these Terms is intended to exclude or limit liability that cannot legally be excluded or limited. 20. INDEMNIFICATION To the extent permitted by applicable law, Publisher is responsible for claims, losses, liabilities, damages, costs, and expenses arising from the Publisher's violation of these Terms, applicable law, advertiser requirements, or unauthorized or unlawful traffic and marketing activities. 21. GOVERNING LAW These Terms are governed by the laws of the State of Ohio, without regard to conflict-of-law principles. 22. JURISDICTION To the extent permitted by applicable law, disputes relating to these Terms or the Publisher's participation in the USD Brands network will be subject to the applicable courts located in Canton, Ohio. 23. ACCEPTANCE By submitting an application and checking the agreement box, the Publisher acknowledges that it has read, understood, and agrees to be bound by these Terms of Service. USD Brands may require additional terms or requirements for specific advertisers, offers, traffic sources, or campaigns. Those requirements will apply in addition to these Terms where communicated to the Publisher.