Terms of Service

This Terms of Service & Membership Agreement, together with any applicable Schedules (the “Agreement”) is by and between users of this website with an account and Costingtons (property of Innovative Digital, LLC). BY CLICKING ON THE ACCEPT BUTTON, YOU AGREE TO THE TERMS OF THIS AGREEMENT.

Definitions: Publisher - When you are using Costingtons.com and have a ‘Publisher’ account. You will see CPA offers for seller products which are available for you to promote on your website or social media and enter into engagements with sellers to be paid for tracked sales. Seller - Sellers have products that they are looking for publishers to promote on their websites, social media, etc. with the purpose of generating sales. Sellers upload information about their products to Costingtons.com Supplier - throughout this document, the term “Supplier” is used. The Supplier is Costingtons.com (property of Innovative Digital, LLC).. Engagements - throughout this document, the term “Engagement” is used. An engagement is an offer by a Seller to pay a percent of sales tracked using Costingtons. The publisher links to the seller’s product and a percentage (CPA) is paid to the publisher of that tracked sale. Tracked Sales are defined as sales attributed to a publisher through the Seller’s integration with Amazon Seller Central and/or Vendor Central accounts via Amazon Creator Connections (“ACC”) and Amazon Attribution. Sales data is tracked directly through the reporting made available within the Seller’s or Vendor’s integrated Amazon accounts and surfaced through the Costingtons platform. Costingtons.com provides tools that accurately match Sellers’ products with publisher engagements and attributed sales data originating from ACC and Amazon Attribution reporting. Network - throughout this document the term “Network” is used. The Network refers to the Sellers and Publishers that are using Costingtons.com to partner with one another to offer CPA rates for Engagements. You - is defined as a user with a Publisher account that has created an account on Costingtons and agreed to these terms when signing up.

1. MEMBERSHIP REQUIREMENTS 1.1 Membership. To participate as a user of Costingtons, You must: a. be either a legal entity or an individual 18 years or older; and b. your activity on the Network must comply at all times with applicable federal, state, local and foreign laws, ordinances, rules, regulations, and Network Policies, including applicable Data Protection Laws.

1.2 MEMBERSHIP BENEFITS As a User, You will receive access to the Costingtons, and You will be eligible to enter into Engagements with Sellers for the purpose of promoting Seller products on your sites, social media, and in emails. Sellers offer CPA rates for sales of products that are tracked using Costingtons.com software. Costingtons.com provides an interface (called the Publisher Portal) that provides software to track sales and payments for sales from Sellers to Publishers.

2. ENGAGEMENTS 2.1 Engagements for Publishers. The Costingtons Service provides tools that enable Sellers and Vendors to integrate their Amazon Seller Central and/or Vendor Central accounts with the Costingtons platform for purposes of tracking publisher-driven sales through Amazon Creator Connections (“ACC”) and Amazon Attribution. Through these integrations, Costingtons receives reporting data related to attributed sales, engagements, commissions, and related performance metrics associated with participating publishers. Any time a Publisher account is associated with a tracked sale for a Seller through reporting data made available via ACC or Amazon Attribution, such reporting does not guarantee that the Publisher will receive payment for such tracked sale. Costingtons does not guarantee the accuracy, completeness, or availability of reporting data provided through Amazon Creator Connections, Amazon Attribution, Seller Central, Vendor Central, or any related Amazon reporting systems. Costingtons has no payment obligation to Publishers with respect to such Engagements. Sellers that fail to pay Publishers for qualified sales may be removed from the Costingtons platform; however, Costingtons will not be responsible for any unpaid commissions, bonuses, or other amounts owed by Sellers to Publishers.

2.2 Reports. As a Publisher, You may have access to features of the website including reports related to tracked activities, attributed sales, commissions, bonuses, and other performance metrics associated with Engagements with Sellers. Such reports are generated using data made available through Sellers’ and Vendors’ integrated Amazon Seller Central and Vendor Central accounts, including reporting from Amazon Creator Connections and Amazon Attribution. Costingtons relies on the accuracy and availability of data provided by Amazon and related third-party systems and does not independently verify such data. Accordingly, Costingtons does not warrant or guarantee the accuracy, completeness, or timeliness of any reporting data made available through the platform.

a. Adjustments. Sellers or Supplier have the ability to revise tracked sales at any time if, in Supplier or Advertiser’s determination, such tracked sale contains an error or otherwise requires adjustment. Any such revision may affect the amount of commissions correlating to Tracked Sales. b. Notice of Adjustments. Costingtons will notify Publishers of reporting adjustments on the website using available tools. 2.3 Types of Engagements. Sellers on Costingtons will engage Publishers to pay a percentage of any tracked sale reported in Costingtons that is not reversed or rejected by Seller or Supplier.

3. PAYMENTS; FEES; TAXES 3.1 Seller is solely responsible for payments to Publishers in accordance with the terms of the applicable Engagement (CPA rates) in a timely manner. Sellers will use the payment systems in Costingtons to track payments. Payments for publishers and usage fees are sent to Innovative Digital, LLC. Publisher payments are distributed to publishers on the sellers’ behalf using Costingtons software. 3.2 Seller is responsible for making timely payments to Publishers and to Costingtons for usage fees and may be removed from the Network at any time for failure to pay Publishers or Costingtons. 3.3 Disputes. In the event a dispute arises between Publisher and Seller regarding the amounts due for commissions earned on tracked sales in Costingtons, the dispute will be between Seller and Publisher. You agree that Costingtons has no obligation and incurs no liabilities to either party in connection with any such dispute. Supplier may intervene on behalf of Seller or Publisher regarding disputes but is not obligated to do so. 3.4 Taxes. Users of Costingtons are responsible for determining the applicability of certain tax laws depending on the location of your operations. You agree to comply with all applicable tax laws, and You agree that You are solely responsible for any tax obligations, including reporting, arising from or in connection with any compensation earned by You (publisher) or paid by You (seller). 3.5 Publisher Invoices. Publisher agrees not to issue invoices to Costingtons for any Commissions or Bonuses generated under this agreement.

4. LICENSE 4.1 License to You. Subject to the terms of this Agreement, Supplier grants You a personal, non- exclusive, non-transferable, non-sublicensable, revocable and limited license to do the following solely for the Permitted Purpose: (a) use information from or about the Network for the Permitted Purpose, (b) access the Network Platform including reports made available to You by Supplier. 4.2 Use of the Supplier Name. This Agreement does not grant to You any license or right to use Supplier’s name or any of its logos or trade or service names or marks. Any public announcement by You regarding this Agreement or the Network or that otherwise refers to Supplier will require the prior written approval of Supplier. You agree not to disparage Supplier, the Network or any participants on the Network. 4.3 Duration. The license set forth in this section applies only while You remain a user of our services with an active login on the Network and are in full compliance with this Agreement. Supplier may revoke this license at any time by giving You written notice. 4.4 License to Supplier. You grant Supplier a non-exclusive, worldwide, royalty-free, sublicensable, license to: (a) use and store any business name, contact information, data or Content You upload, deliver or otherwise make available to Supplier in order to perform services related to the Network; and (b) to reference Your participation in the Network as part of performing services related to the Network and Network Platform. Any uses of Your logos or other trademarks will be made in accordance with Your specified usage guidelines. 4.5 Data Ownership. As between You and Supplier, You own all data provided by You or that independently collect through Your sites without use of the Network, the Network Platform, or Supplier Tools, subject to the licenses granted under this Agreement; and Supplier owns all Platform Data. 4.4 Subnetworks. Notwithstanding anything to the contrary in this Section 4, if You are a Subnetwork publisher, Supplier hereby grants You a license, on terms equivalent to Section 4.1, to further sublicense to “Subpublishers” for the Permitted Purpose, subject to Supplier’s prior written consent and the following restrictions: In exchange for this right to sublicense, You agree to provide information regarding, as requested by Supplier, to the extent necessary to provide the services related to the Network and the Network Platform. You will remain liable for all acts or omissions of any Subpublisher.

5. CONFIDENTIAL INFORMATION 5.1 Non-Disclosure. Each party (“Receiving Party”) will keep the other party’s (“Disclosing Party”) Confidential Information secure using at least the same degree of care that it uses to protect its own Confidential Information, but no less than reasonable care, and will not disclose or use such other party's Confidential Information except to the extent reasonably necessary to perform its obligations or exercise its rights under this Agreement. Further, the Receiving Party may disclose the Disclosing Party's Confidential Information only to those of its employees, officers and directors, third-party consultants, and advisers, and the employees and officers of its Affiliates (collectively referred to as “Representatives”) with a legitimate need to know such information in order to perform their respective duties; provided that (a) each such person has a legal or contractual obligation to maintain the confidentiality of such information, and (b) in the case of Representatives, no such Representative is a competitor of, or affiliate of a competitor of, the Disclosing Party. You are responsible for the use and storage of the password and ID issued by Supplier to access the Supplier Tools and will immediately notify Supplier in writing of any loss or involuntary disclosure thereof. Supplier reserves the right to change the password and ID issued to You in the event of a suspected breach of this Agreement or compromise of the security of Your account. 5.2 Exceptions. The term "Confidential Information" will not include information that (a) is or becomes publicly available without breach of this Agreement, (b) the Receiving Party obtains from a source other than the Disclosing Party, provided that the disclosure to the Receiving Party by such source is not known to the Receiving Party to be a violation of a confidentiality obligation of such source to the Disclosing Party, and (c) the Receiving Party knew prior to receiving such information from the Disclosing Party or develops independently without use of the disclosing party’s trade secrets or confidential information, as shown by contemporaneous records. The confidentiality restrictions in this Agreement will not apply to disclosure by the Receiving Party of the Disclosing Party's Confidential Information to the extent required by law or court order, provided that the Receiving Party uses reasonable efforts to give the Disclosing Party prompt written notice of such requirement, in advance if possible, in order to give the Disclosing Party an opportunity to lawfully prevent or limit the scope of such disclosure.

6. PRIVACY; DATA PROTECTION (SECTION 6 IS FOR PUBLISHERS ONLY) The provisions below are not intended as legal advice; You are responsible for determining what laws, including data privacy laws, to which You and Your business are subject. 6.1 Privacy Policy. To the extent required by applicable Data Protection Laws, You agree to maintain, with Your participation in the Network, a privacy policy that meets the following criteria: (a) is accessible conspicuously from such Site’s home page, with a link that contains the word “Privacy”, “Legal”, “Terms” or similar language; (b) provide necessary disclosures related to: (i) the use of tracking devices, including cookies and tracking devices enabled by Supplier at Your request on Your behalf; (ii) descriptions of data collection conducted by You (including for Interest-Based Advertising as defined below), and (iii) information about the how a user can exercise choices (including opt-out) available to visitors to Your sites, in or around Qualifying Links and other advertising content. a. “Interest-Based Advertising” means each of (x) the collection of data across multiple digital properties or other sources for the purpose(s) of profiling and delivering advertising based on preferences or interests known or inferred from the data collected and (y) the collection of data about a user’s activity on or in one digital property or source for the purpose(s) of profiling and delivering advertising based on that data on a different digital property. 6.2 Compliance with Additional Data Provisions. Depending on the location of Your business and the traffic through Your Sites, You further agree to the data protection provisions set forth in Schedule I. If You fail to comply with the requirements of this section, Supplier reserves the right to suspend payments that it reasonably believes is related to non-compliant activity, or to suspend or terminate Your account pursuant to the Agreement. If you determine that certain Data Protection Laws do not apply to you, then you agree to provide Supplier with your analysis concluding the same or, provide detailed information regarding the specific steps you take to ensure that individuals located in the applicable jurisdiction, or to otherwise ensure that individuals located in a particular regulated jurisdiction do not visit Your Site using the Network or Supplier Tools.

7. REPRESENTATIONS AND WARRANTIES 7.1 By both parties. Each party hereby represents, warrants, and agrees: (a) it is duly organized, validly existing, and has full authority to enter into this Agreement; (b) it has the full authority to perform its duties under this Agreement; (c) it will comply with all laws, rules and regulations applicable to the operation of its business and to its performance under this Agreement; and (d) performance under this Agreement does not conflict with any other duty to any other party under which it is bound, including proprietary and privacy rights. 7.2 Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT AS EXPRESSLY OUTLINED ABOVE, SUPPLIER (INCLUDING ITS CONTRACTORS AND SUPPLIERS) PROVIDE THE NETWORK, THE NETWORK PLATFORM, THE TOOLS, AND THE SERVICES ASSOCIATED WITH THE NETWORK ON AN “AS-IS’ BASIS. SUPPLIER HEREBY DISCLAIMS AND MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING REPRESENTATIONS, GUARANTEES OR WARRANTIES AS TO ACCURACY, ADVERTISER ABILITY, NON- INFRINGEMENT, COMPLETENESS, CURRENTNESS, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. SUPPLIER DOES NOT WARRANT THAT YOUR USE OF THE NETWORK, THE NETWORK PLATFORM, OR SUPPLIER TOOLS WILL RESULT IN ANY PARTICULAR LEVEL OF INCOME OR BUSINESS TO YOU, OR THAT ANY QUALIFYING LINKS OR ENGAGEMENTS WILL BE AVAILABLE TO YOU.

8. LIMITATIONS OF LIABILITY 8.1 NO CONSEQUENTIAL DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR BASED ON WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS, EVEN IF SUCH ENTITY WAS AWARE THAT SUCH DAMAGES COULD RESULT.

9. INDEMNIFICATION 9.1 Indemnification by You. You agree to indemnify and hold harmless Supplier for and against any Claims that directly or indirectly arise out of or are based on (a) any breach of Your obligations under this Agreement, including failure to comply with applicable Data Protections Laws, or tax, labor or other applicable laws, (b) any breach by You of an Engagement, (c) Your negligence or willful misconduct, and (d) any actual or alleged infringement by You of any Intellectual Property Rights or other rights of any person. 9.2 Supplier Indemnification. Supplier agrees to indemnify and hold You harmless for and against any Claims that directly or indirectly arise out of or are based on (a) any breach of Supplier’s obligations under this Agreement, and/or (b) any claims that the Supplier owned Intellectual Property Rights licensed to You by Supplier, when used strictly as permitted under this Agreement, infringe any Intellectual Property Rights or other rights of any person. 9.3 Control of Defense. Supplier may, at its election in its sole discretion, assume the exclusive defense and control of any matter otherwise subject to indemnification. Supplier may participate in the defense of all claims as to which it does not assume defense and control, and You will not settle any such claim without Supplier’s prior written consent.

10. AMENDMENTS; CHANGES IN SERVICES 10.1 Supplier may, at any time, (a) add to, remove or otherwise amend any or all terms, conditions and/or other provisions of this Agreement, including any Network Policies or (b) add, remove, suspend or discontinue any aspect of the Network, the Network Platform, and Supplier Tools. 10.2 YOUR CONTINUED USE OF THE NETWORK AND/OR OFFERING AFTER EXPIRATION OF ANY APPLICABLE PRIOR NOTICE PERIOD WILL CONSTITUTE YOUR BINDING AND LEGALLY ENFORCEABLE AGREEMENT TO SUCH AMENDMENT OR CHANGE, AS APPLICABLE. IF YOU DO NOT WISH TO ACCEPT ANY SUCH AMENDMENT OR CHANGE, THEN YOU MUST TERMINATE YOUR ACCOUNT IN THE NETWORK AND CEASE USING THE NETWORK, THE NETWORK PLATFORM, SUPPLIER TOOLS (INCLUDING QUALIFYING LINKS) AND ANY ASSOCIATED ENGAGEMENT.

11. TERMINATION; SUSPENSION 11.1 Termination. Either party may terminate this Agreement and Your participation in the Network at any time by providing written notice to the other party (email). 11.2 Any user (Seller or Publisher) may be removed, terminated, suspended from Costingtons for any reason at any time at the sole discretion of Costingtons. 11.2 Suspension. Supplier may suspend, limit, restrict, condition or deny Your access to or use of all or any part of the Network, the Network Platform, the Supplier Tools at any time in its sole discretion. 11.3 Termination of Seller. Should a Seller’s participation in the Network end or be suspended, Supplier may terminate or suspend all Product Listings from that Seller without notice and without obligation or liability to Publishers or Seller.

12. EFFECTS OF TERMINATION 12.1 Termination. Upon any termination of this Agreement and/or Your participation on the Network: a. All licenses and rights granted to You under this Agreement will immediately cease and terminate. b. All confidential information of Supplier (including as applicable any confidential information of Sellers or Publishers as and to the extent originally provided by Supplier) that is in Your possession or control must be immediately returned or destroyed. c. Your access to the network will be revoked and ability to access the network will no longer function. d. Any assets that were loaded into the network may be destroyed (such as product details, company information) or may be archived at Supplier’s sole discretion. e. Your Company information will no longer be available through the network to other members of the network. 12.2 Survival. All rights or remedies arising out of a breach of any terms of this Agreement will survive any such termination of this Agreement. Sections: 5 – Confidential Information, 6 – Privacy; Data Protection, 7 – Representation and Warranties, 8 – Limitation of Liability, 9 - Indemnification and any provision which by its terms are intended to survive any expiration or termination of this Agreement, will survive any expiration or termination of this Agreement, for a period of five (5) years or by the term provided by law.

13. MISCELLANEOUS 13.1 Independent Contractors. The parties to this agreement are independent contractors and not partners or joint venturers. This Agreement is governed by applicable civil legislation and nothing in this Agreement will confer upon either party any authority to obligate or bind the other in any respect or cause either party to have a fiduciary or employment relationship with the other. 13.2 Force Majeure. Supplier will not be liable to You by reason of any failure or delay in the performance of its obligations hereunder on account of shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, strikes, , earthquakes, interruptions in telecommunications services or internet facilities, pandemics or any other cause which is beyond the reasonable control of Supplier, whether or not similar to the foregoing 13.3 Assignability. You may not assign or delegate any of the rights or obligations under this Agreement, and any such attempted assignment or delegation will be void. This Agreement is binding on and inures to the benefit of the respective permitted successors, heirs and assigns of each party. 13.4 Severability. If any portion of this Agreement is held by a court with jurisdiction to be invalid or unenforceable, the remaining portions hereof, will remain in full force and effect. If any provision of this Agreement will be judicially unenforceable in any jurisdiction, such provision will not be affected with respect to any other jurisdiction. 13.4 Governing Law. This Agreement and any non- contractual rights or obligations arising out of or in connection with it will be governed by and construed in accordance with the laws of the State of Illinois, U.S.A., without regard to its conflicts of law principles. 13.5 Entire Agreement; Third Party Beneficiaries. This Agreement is the entire agreement between the parties pertaining to its subject matter and supersedes all prior written or oral agreements with respect to such subject matter. There are no third-party beneficiaries of this Agreement. The headings of sections or other subdivisions of this Agreement will not affect in any way the meaning or interpretation of this Agreement. 13.6 Notices. Supplier may provide notices to You by posting notices or links to notices in the Network Publisher Portal or by e-mail. Notices to Supplier must be sent to admin@costingtons.com.