Affiliate Agreement

LeadLedger Affiliate Agreement — Version 3

Version 3. Effective on the date it is posted at tryleadledger.com/affiliates/terms. The Quality Guidelines and live Offer terms are incorporated by reference.

1. Parties, definitions and acceptance

1.1 Parties. This Agreement is between LeadLedger LLC, an Oregon limited liability company ("LeadLedger"), and the person or entity identified in the application ("Affiliate").

1.2 Acceptance. Affiliate accepts this Agreement by checking the acceptance box and submitting the application. It becomes effective only if and when LeadLedger approves the application. LeadLedger may reject any application for any reason or no reason.

1.3 Definitions.

• "Offer" — a published campaign for a vertical and market, with a payout, minimum call duration, hours, geography and any caps, as shown in the Affiliate Portal.
• "Tracking Number" — a phone number LeadLedger assigns to Affiliate for a specific Offer.
• "Call" — an inbound call placed by a consumer to a Tracking Number.
• "Qualified Call" — a Call meeting every condition in Section 3.
• "Advertiser" — the business to which LeadLedger routes Calls. Advertisers are LeadLedger's customers and are not identified to Affiliate.
• "Guidelines" — the Quality Guidelines at tryleadledger.com/affiliates/guidelines, as updated.
• "Portal" — the affiliate dashboard at tryleadledger.com/affiliate.

1.4 Order of precedence. If this Agreement, the Guidelines and an Offer conflict, the order is: (1) this Agreement, (2) the Guidelines, (3) the Offer — except that an Offer's payout, duration, hours, geography and caps control for that Offer.

1.5 Independent contractor. Affiliate is an independent contractor, not an employee, agent, partner or joint venturer. Affiliate has no authority to bind LeadLedger or any Advertiser.

2. Program participation, offers and tracking numbers

2.1 Offers. LeadLedger publishes Offers in the Portal. LeadLedger may add, change, boost, pause or retire any Offer at any time. A change to payout, duration or hours applies to Calls placed after the change is posted; Calls already placed are paid under the terms in effect when placed.

2.2 Tracking Numbers. LeadLedger assigns Tracking Numbers per Affiliate per Offer. Tracking Numbers remain LeadLedger's property. Affiliate may use a Tracking Number only for its assigned Offer and must stop using it within 24 hours of notice that it is unassigned. Calls to an unassigned Tracking Number are not payable.

2.3 Caps. Each Affiliate has a daily Qualified Call cap, shown in the Portal. New Affiliates start at 10 per day for 30 days (probation). Calls above the cap are held for review and may be paid or declined at LeadLedger's discretion.

2.4 Launch bonuses and boosts. LeadLedger may offer temporary payout boosts or a launch bonus on an Affiliate's first Qualified Calls, up to the number shown in the Portal. These are discretionary, apply only as shown in the Portal and may end at any time.

2.5 No exclusivity. Unless agreed in a signed writing, Affiliate has no exclusive right to any market or vertical, and LeadLedger may work with other affiliates in the same market.

2.6 Accurate information. Affiliate will keep its application, contact, payout and tax information current. LeadLedger may rely on it.

3. Qualified calls and payouts

3.1 Qualified Call. A Call is a Qualified Call only if all of these are true:

1. It is placed by a consumer to a Tracking Number assigned to Affiliate at the time of the Call.
2. It lasts at least the Offer's minimum duration, measured by LeadLedger's call-tracking system.
3. It is placed within the Offer's hours, based on the Advertiser's local time zone.
4. The caller has not called any LeadLedger-tracked number, from any source, in the prior 30 days.
5. LeadLedger bills the Advertiser for it and does not later credit it (for example, after an Advertiser dispute).
6. It was generated in compliance with this Agreement and the Guidelines.

3.2 Payout. LeadLedger pays the Offer's payout, plus any active boost or launch bonus, for each Qualified Call. The Portal shows each Call's status and, for non-qualifying Calls, the reason.

3.3 LeadLedger's records control. Call counts, durations, timestamps and qualification are determined by LeadLedger's systems. Affiliate may dispute a determination in writing within 30 days of the Call; LeadLedger will review in good faith and its decision is final.

3.4 Hold period. A Qualified Call becomes payable only after the Advertiser dispute window (4 days) plus 1 day has passed.

3.5 Advertiser non-payment. Affiliate is paid for Qualified Calls whether or not the Advertiser pays LeadLedger. LeadLedger carries the Advertiser collection risk.

4. Payment terms, tax, offsets and clawback

4.1 Schedule. Affiliate's first payment covers Qualified Calls through the end of the first full calendar month and is paid Net-15 after month end. After the first payment, LeadLedger pays weekly for Qualified Calls that became payable in the prior week.

4.2 Minimum. No payment issues until the payable balance reaches $100. Lower balances roll forward.

4.3 Method. Payment is by ACH, PayPal or check to the method on file. Affiliate bears its own bank, PayPal or currency fees. LeadLedger is not liable for payments sent to details Affiliate provided.

4.4 Tax. Affiliate must provide a completed IRS Form W-9 (or W-8, if applicable) before any payment. LeadLedger will issue Form 1099 where required. Affiliate is solely responsible for its taxes.

4.5 Offsets and clawback. If a paid Call is later credited, found non-qualifying, or tied to a breach, LeadLedger may deduct that amount from future payments or require repayment within 15 days of notice.

4.6 Withholding for investigation. LeadLedger may withhold payment for Calls under good-faith investigation for fraud or breach for up to 60 days, and permanently for Calls confirmed fraudulent or non-compliant.

4.7 Unclaimed balances. If Affiliate's payment details are missing or payments are returned for 180 days, LeadLedger will handle the balance as required by applicable unclaimed-property law.

5. Traffic, marketing and compliance

5.1 Inbound only. Every Call must be placed by a consumer who chose to call after seeing Affiliate's marketing. Affiliate will not make or cause outbound calls, texts, SMS/MMS, ringless voicemail, robocalls, autodialed or prerecorded messages, or call transfers of any kind.

5.2 Prohibited traffic. Affiliate will not use:

• incentivized calls (paying or rewarding consumers to call);
• bots, call farms, auto-dialers or any non-consumer caller;
• Craigslist or other classified sites;
• traffic targeted outside the Offer's geography;
• bidding on LeadLedger's, an Advertiser's or any third party's brand or trademark terms, or dynamic keyword insertion of them;
• fake reviews, testimonials or listings, including Google Business Profiles for businesses that don't exist at that location;
• callers Affiliate knows or should know are under 18;
• any other source listed as prohibited in the Guidelines.

5.3 Marketing content. Affiliate's ads and pages must be truthful and not misleading. They must not:

• imply that Affiliate or LeadLedger performs the service;
• use Advertiser names, or LeadLedger's name or marks, without written approval;
• use superlatives ("best," "#1," "cheapest"), the word "free," price claims, licensing or guarantee claims;
• omit the disclaimer required by the Guidelines stating that providers are independent and consumers should verify them.

5.4 Laws. Affiliate will comply with all applicable laws, including the TCPA, the Telemarketing Sales Rule, the CAN-SPAM Act, the FTC Act and FTC endorsement guides, state consumer-protection, telemarketing and contractor-advertising laws, and ad-platform policies.

5.5 Sub-affiliates. Affiliate will not use sub-affiliates, resellers or other third parties to generate Calls without LeadLedger's prior written approval. Affiliate is responsible for anyone it uses.

5.6 Pre-approval. On request, Affiliate will submit ads, pages and traffic sources for review. LeadLedger may require changes or removal at any time.

6. Fraud, audits and recordings

6.1 Fraud. Calls generated by fraud, misrepresentation or any prohibited method are never payable. LeadLedger may reverse, withhold or offset payment for them under Section 4, and may terminate immediately.

6.2 Monitoring. LeadLedger records and reviews Calls and uses automated and manual screening. Affiliate consents to this and acknowledges that recordings are not shared with Affiliate.

6.3 Recording disclosures. Where call-recording disclosure is required, it is provided on the call path by LeadLedger or the Advertiser. Affiliate will not make any statement to consumers that conflicts with it.

6.4 Audit. On 5 business days' notice, Affiliate will provide records reasonably needed to verify traffic sources and compliance, including ad accounts, landing pages, placements and consent records, for Calls in the prior 12 months.

6.5 Consumer complaints. Affiliate will notify LeadLedger within 2 business days of any complaint, regulator inquiry or legal claim relating to Calls or Affiliate's marketing.

7. Confidentiality, IP and non-circumvention

7.1 Confidential Information. Offer details not shown publicly, payouts, Portal data, Advertiser identities (if learned) and consumer information are LeadLedger's Confidential Information. Affiliate will use it only to perform this Agreement and will not disclose it.

7.2 Consumer data. Affiliate will not record, store, sell or reuse consumer phone numbers or other data from Calls except as required by law.

7.3 Non-circumvention. During the term and for 12 months after, Affiliate will not knowingly solicit or sell calls or leads directly to any Advertiser it learned of through the program, or induce an Advertiser to reduce its business with LeadLedger.

7.4 Marks. Affiliate receives no license to LeadLedger's name or marks except as approved in writing. LeadLedger may identify Affiliate as a partner only with Affiliate's consent.

7.5 Affiliate materials. Affiliate owns its own sites, ads and content. Affiliate grants LeadLedger a license to review and keep copies of them for compliance.

8. Term, suspension and termination

8.1 Term. This Agreement runs from approval until terminated.

8.2 Termination for convenience. Either party may terminate on 7 days' written notice, including by email or through the Portal.

8.3 Immediate termination or suspension. LeadLedger may suspend (pause) or terminate Affiliate immediately, and pause or unassign any Tracking Number, for breach, suspected fraud, consumer or Advertiser complaints, legal risk, or loss of the underlying Advertiser.

8.4 Effect. On termination, Affiliate stops using all Tracking Numbers and Confidential Information. LeadLedger will pay for Qualified Calls placed before termination under Section 4, less any offsets — except that Calls tied to breach or fraud are not payable.

8.5 Changes to this Agreement. LeadLedger may update this Agreement by posting a new version and notifying Affiliate by email or in the Portal. Changes take effect 14 days after notice, or immediately where required by law. Continuing to send Calls after that date is acceptance.

8.6 Survival. Sections 3.3, 4.5–4.7, 6, 7, 8.4 and 9 survive termination.

9. Liability, indemnity, disputes and general

9.1 Affiliate warranties. Affiliate represents that it has authority to enter this Agreement, that its information is accurate, and that its marketing complies with Section 5.

9.2 Disclaimer. The program, Portal and Offers are provided as is. LeadLedger does not guarantee any call volume, Offer availability, payout level or earnings.

9.3 Indemnity. Affiliate will defend, indemnify and hold harmless LeadLedger, its members, employees and Advertisers from claims, fines and losses (including reasonable attorneys' fees) arising from Affiliate's marketing, traffic, breach of this Agreement, or violation of law, including TCPA claims.

9.4 Limitation of liability. LeadLedger is not liable for indirect, incidental, consequential, special or punitive damages or lost profits. LeadLedger's total liability is limited to payouts owed to Affiliate for Qualified Calls in the 3 months before the claim.

9.5 Disputes. Any dispute arising from or relating to this Agreement will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Washington County, Oregon. Claims may be brought only in an individual capacity, not as a plaintiff or class member in any class, collective or representative proceeding. Either party may seek injunctive relief in court for breach of Section 5 or 7.

9.6 Governing law. Oregon law governs, without regard to conflict-of-laws rules.

9.7 Notices. Notices to LeadLedger go to affiliates@tryleadledger.com. Notices to Affiliate go to the email on its account, or through the Portal.

9.8 General. Assignment by Affiliate requires LeadLedger's consent. This Agreement, the Guidelines and Offers are the entire agreement. If any provision is unenforceable, the rest remains in effect. No waiver unless in writing. Electronic acceptance is binding.