QUOTIENT TECHNOLOGY INC. BRANDCASTER® PROGRAM AGREEMENT

THESE TERMS AND CONDITIONS AND ADDENDA, TOGETHER WITH THE ACCOMPANYING ONLINE REGISTRATION FORM, CONSTITUTE THE BRANDCASTER AGREEMENT (“AGREEMENT”) BY AND BETWEEN QUOTIENT TECHNOLOGY INC., FORMERLY COUPONS.COM INCORPORATED (TOGETHER WITH ITS SUBSIDIARIES, “QUOTIENT”), AND YOU, OR THE COMPANY, ORGANIZATION, OR OTHER LEGAL ENTITY THAT YOU REPRESENT, AS IDENTIFIED IN THE APPLICATION FORM (“PUBLISHER”). THE AGREEMENT IS EFFECTIVE AS OF THE DATE PUBLISHER CONSENTS TO THIS AGREEMENT (“EFFECTIVE DATE”).

BY SIGNING UP FOR OR PARTICIPATING IN THE BRANDCASTER PROGRAM, PUBLISHER ACCEPTS THIS AGREEMENT IN ITS ENTIRETY AND WITHOUT RESERVATION. YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD. IF YOU ARE ENTERING INTO THE AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU ALSO REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF YOU ARE NOT AT LEAST 18 YEARS OLD, PLEASE DO NOT SIGN UP FOR OR PARTICIPATE IN THE PROGRAM.

CURRENTLY, THE BRANDCASTER PROGRAM IS ONLY AVAILABLE IN THE UNITED STATES. IF YOU OR THE LEGAL ENTITY YOU REPRESENT ARE NOT BASED IN THE UNITED STATES AND DO NOT OPERATE A U.S.-BASED WEBSITE, PLEASE DO NOT SIGN UP FOR OR PARTICIPATE IN THE PROGRAM.

1. Definitions.

1.1 “Advertiser” means the party whose products, services, or payment methods are the subject of a Promotion. To the extent such party has engaged an agency or affiliate network to place its Promotions, “Advertiser” includes such party’s authorized agent or affiliate network.

1.2 “Commission” means the amount or rate Publisher is eligible to earn for each bona fide Qualifying Transaction by a User.

1.3 “Display Ad” means a digital advertisement or other commercial message that promotes a brand, product or service, including ad banners units, prestitials, interstitials, pre/mid/post roll video advertising and other promotional space but excluding Offers.

1.4 “Improper Means” means any direct or indirect action (or attempted action) by or at the direction of Publisher or User that generates an interaction with a Promotion or purports to be a Qualifying Transaction but is fraudulent, invalid, unauthorized, illegal, lacking sufficient documentation, generated by a bot, automated program or similar device, or otherwise not bona fide as reasonably determined by Quotient, its third party service providers, or Advertisers. By way of example only, Improper Means include: (a) repeated manual or automated activations of or clicks on Promotions on the Publisher Site; (b) using bots or other automated tools or means to interact with Promotions on the Publisher Site; (c) offering anything of value to Users to interact with Promotions on the Publisher Site; (d) offering to provide anything of value to a third party if Users interact with Promotions on the Publisher Site; (e) circumventing controls on the print limits per Offer per device; and (f) generating, using or distributing unauthorized copies of Offers or any portion thereof.

1.5 “Offer” means any and all digital offers, discounts, coupons and promotions of an Advertiser. Terms and conditions that only apply to specific types of Offers are set forth in Offer-specific addenda to this Agreement.

1.6 “Platform” means Quotient’s online and offline digital promotions platform, including without limitation the related websites and applications; APIs, software, technology, and documentation; all data and other information collected, obtained, derived or generated through use of the Platform; and all content (including Promotions and Promotion Materials) available on or through the Platform. The Platform includes digital promotion services provided to consumers, as well as Quotient’s Brandcaster Program.

1.7 “Promotions” means Offers and Display Ads.

1.8 “Promotion Materials” means the materials and documentation Quotient provides to Publisher to use in implementing Promotions. Promotion Materials vary by Promotion type and may include, for example, tracking beacons and links, JavaScript code or other code, layout requirements, artwork, graphics, logos, other branding elements, copy comprising the Promotion, and other Promotion terms and requirements.

1.9 “Publisher Site” means any and all websites, applications, or other locations from which Publisher makes Promotions available to Users pursuant to this Agreement.

1.10 “Qualifying Transaction” means a transaction with a Promotion for which Quotient is paid by Advertisers that is eligible for a Commission as set forth in Addendum A, as modified by Quotient in its sole discretion from time to time. Qualifying Transactions may vary by Promotion type and must be bona fide transactions that are not generated by Improper Means.

1.11 “User” means a consumer who interacts with a Promotion originating from the Publisher Site. Users must be a legal resident of the 50 United States (or the District of Columbia) to use the Platform (including Offers).

2. General Program.

2.1 This Agreement governs Publisher’s participation in Quotient’s Brandcaster Program (the “Program”). Participation in the Program is subject to Quotient’s approval and Publisher’s compliance with the Agreement. Quotient may reject any applicant and terminate any publisher’s participation in the Program at any time in its sole discretion. Upon acceptance into the Program, Publishers may display Promotions on the Publisher Site and earn Commissions in accordance with the terms and conditions below. Quotient reserves the right to add, remove and change any feature or functionality of the Program and Platform (including available Promotions) at any time in its sole discretion, with or without notice to Publisher.

2.2 Publisher shall establish and use only one Program account and is responsible for maintaining current and accurate Program account information. Publisher may grant employees and agents rights to access and use its account in connection with the Program, but it is solely responsible for setting appropriate permission levels and for deleting its account users as appropriate. Publisher shall not transfer or share its Program account with, or disclose Program account information (including usernames and passwords) to, any third party. Publisher shall be liable for its account users and for all activity that occurs under Publisher’s Program account and/or the usernames and passwords associated with its account.

2.3 Publisher shall display Promotions on the Publisher Site only. The Publisher Site may include one or more websites, applications, and other locations. If Publisher operates a network of independent sites owned by a third party (a “Sub-Publisher”), Publisher may include such Sub-Publisher sites in the Publisher Site only if Publisher has a direct contractual relationship with the Sub-Publisher regarding such sites. Publisher shall be solely liable for Sub-Publishers and Sub-Publisher sites. In addition, Publisher shall be solely liable to Sub-Publishers for any matter relating to or arising from the Program (including the payment of any commissions to Sub-Publisher). If requested, Publisher shall provide Quotient with a list of all websites, applications, and other locations comprising the Publisher Site within a commercially reasonable time. Publisher agrees that Quotient may, but is not obligated to, employ a web crawler or other similar technology on the Publisher Site for purposes of checking compliance with this Agreement. Notwithstanding the foregoing, Publisher shall be liable for all activity that occurs on the Publisher Site or any part thereof. Quotient may reject the Publisher Site, and any part thereof, at any time in its sole discretion.

3. Promotions; Implementation.

3.1 Quotient will make Promotions and Promotion Materials available to Publisher through the Platform. Publisher may select the types of Promotions it wishes to display on the Publisher Site through its Program account.

3.2 Publisher shall (a) implement each Promotion in accordance with Quotient’s then current implementation guidelines; (b) comply with all instructions Quotient may provide from time to time, including those relating to the proper delivery, display, tracking, and reporting of Promotions; and (c) use the Promotion Materials in the form provided by Quotient, without modification. Publisher shall also comply with any additional requirements, rules and restrictions that Advertisers may have for Promotions, including those relating to content or adjacency restrictions, Qualifying Transaction requirements, and Rewards (as defined in Addendum A).

3.3 Quotient may terminate or suspend any Promotion at any time for any reason, with or without notice. If an Offer which a Publisher has selected is terminated or suspended, Publisher shall promptly cease making such Offer available on the Publisher Site and remove all related Promotion Materials and references thereto upon receipt of notice from Quotient. If Publisher fails to remove such Offer and references after notice, Quotient may redirect links from a terminated or suspended Offer to other Offers as determined by Quotient in its sole discretion without compensation to Publisher.

3.4 Quotient makes no guarantee regarding the availability or quality of Promotions, the level of Qualifying Actions or the amount of Commissions payable to Publisher under this Agreement.

4. Users.

4.1 Publisher acknowledges that Users may be required to register with Quotient or its service providers and provide certain information (including personally identifiable information) in order to use certain Offers displayed on the Publisher Site. Users may also be required to consent to Quotient’s user agreements and privacy policy. Quotient will collect or obtain through third parties data arising from or relating to Users’ interactions with Promotions on the Publisher Site (including viewing, print, click, impression, and redemption data) and other data relating to a User’s behavior, transactions and consumer and shopping habits, including through cookies, pixel tags, web beacons, clear gifs and other similar technology. “User Data” means all such User data and information collected, generated, derived or obtained by Quotient.

4.2 Quotient will provide User support relating to the Platform or Promotions. Publisher will direct User inquiries regarding Promotions to Quotient, not the Advertiser. Publisher will provide User support relating to the Publisher Site. Each party agrees to provide the other party reasonable assistance necessary for the other party to provide their respective User support.

5. Licenses.

5.1 Subject to the terms and conditions of the Agreement, Quotient hereby grants to Publisher a limited, non-exclusive, non-sublicenseable, non-transferable, revocable license within the United States during the term of the Agreement solely to:

(a) access and use the Platform in connection with the Program to (i) manage and maintain Publisher’s Program account; (ii) implement Promotions in accordance with this Agreement; and (iii) send and receive notifications, reports, and other information to and from Quotient;

(b) (b) use the Promotion Materials, including any trade names, trademarks, service marks and logos of Quotient or Advertiser contained therein (respectively, “Quotient Marks” and “Advertiser Marks”), to implement and display Promotions on the Publisher Site and to promote Offers displayed on the Publisher Site in connection with the Program.

5.2 Subject to the terms and conditions of the Agreement, Publisher hereby grants to Quotient a non-exclusive, non-sublicenseable, non-transferable, revocable license during the term of the Agreement to (a) serve Promotions to the Publisher Site; and (b) use Publisher’s trade name, trademark, service mark and logos (“Publisher Marks”) in connection with the Program and in presentations, marketing materials, financial reports, and general listings of its partners and publisher network.

5.3 Except as expressly provided herein, neither party will use the other party’s Marks without such party’s prior written consent. Each party agrees to use the other party’s Marks in accordance with such party’s then current trademark usage guidelines. All goodwill associated with a party’s use of the other party’s Marks will inure solely to the benefit of the Mark owner and neither party will take any action to damage the goodwill associated with the other party or its Marks. For purposes of this section, Advertiser Marks shall be considered the Marks of Quotient.

6. Requirements and Restrictions.

6.1 Publisher shall use commercially reasonable efforts to promote the Offers displayed on the Publisher Site. Publisher shall not, however, engage in any paid search engine marketing campaigns relating to Offers or any product, service or Advertiser name in the Promotion Materials.

6.2 Publisher shall not co-mingle or mix Offers obtained through the Program (or any references thereto, e.g., a hyperlink to Offers) with Offers (or references thereto) from any other provider.

6.3 Publisher shall ensure that the Publisher Site and any Offer marketing campaigns at all times does not contain content that:

(a) violates, or encourages conduct that violates, laws, statutes, ordinances, and regulations;

(b) violates a third party’s copyrights, trade secrets, trademarks, privacy rights, publicity rights, or other intellectual property or proprietary rights;

(c) Publisher does not have the right to disclose under any law, contractual obligation, or fiduciary relationship;

(d) is sexually explicit, pornographic, obscene, defamatory, libelous, threatening, harassing, hateful, discriminatory, racially or ethnically offensive, abusive, violent, humiliating to or bullying of other people, or otherwise inappropriate, as deemed by Quotient in its sole discretion;

(e) is fraudulent, false, misleading, or deceptive;

(f) may create a risk of harm, loss, emotional distress, or physical or mental injury to any person or animal;

(g) is harmful to or exploitive of children, or that includes images or videos of children without first obtaining the consent of their parent or guardian;

(h) sends, facilitates, or promotes illegal games, contests, spam, surveys, unsolicited advertising or promotional materials, pyramid schemes or chain letters;

(i) disseminates malware, spyware, adware, viruses, Trojan horses, trap doors, worms, time bombs, cancelbots, corrupted files or any other similar software, files, or programs that may (i) damage or adversely affect the operation of the software, hardware of systems of any user, or (ii) interfere with, intercept or expropriate any personal information;

(j) impersonates another person or entity; and

(k) promotes gambling, ammunition and/or firearms, tobacco products, illegal drugs or other illegal activity such as unlicensed pharmaceuticals, unlicensed healthcare providers or services, unlicensed pharmacies and studies or clinical trials that are not conducted pursuant to FDA approval or standards.

6.4 Publisher shall not directly or indirectly, or knowingly permit other persons to:

(a) interfere with or disrupt the Platform through any automated, deceptive, fraudulent or other invalid means, including (i) using any device or technology to block, alter, direct, redirect, substitute, insert, append itself to or otherwise intercept any Promotion that originated from a source other than the Publisher Site; (ii) redirecting Users to, or providing Users with, any offer than the Promotion displayed on the Publisher Site; and (iii) attempting to circumvent any controls or security systems included with the Platform, including any authentication technologies;

(b) distribute, modify, adapt, translate, reverse engineer, decompile or disassemble or attempt to derive the source code for any software used to operate the Platform; and

(c) remove any cookies or other tracking mechanism included in or associated with Promotions and Promotion Materials or otherwise interfere with Quotient’s collection of data arising from or relating to Promotions.

6.5 Publisher shall not engage in, use the Program to engage in, or knowingly permit other persons to engage in, any unfair, fraudulent or deceptive business practices, including without limitation using Improper Means to generate or attempt to generate interactions with Promotions or interactions that purport to be Qualifying Actions.

6.6 Publisher shall not put any monetary pre-condition on User access to the Promotions, such as charging a subscription fee to access the Promotions.

6.7 Publisher shall not sublicense, rent, lease, sell, resell, outsource, syndicate, or otherwise redistribute any Promotions or Promotion Materials. Publisher will not earn any Commission from Promotions displayed on any location other than the Publisher Site.

6.8 Publisher shall not reproduce, copy, duplicate, alter, tamper with, sell, resell, rent or trade the Platform (including any Promotion or Promotion Materials).

6.9 Publisher shall not use, frame, reproduce, distribute, republish, download, transmit, remove, minimize, separate, obscure, or alter the Platform or any portion thereof , including any Promotion, any Promotion Materials, any offer gallery, ad unit, widget or similar designated Promotion space and layout, or any trademark, logo or other proprietary materials (including trademark and copyright notices) that may be affixed to or contained within any Promotion or Promotion Materials without the express prior written consent of Quotient.

6.10 Publisher shall not use any Promotion, Promotion Materials, or any part thereof, in any communication, including electronic and text messages, unless (a) such communication is to promote Offers in connection with the Program; (b) Publisher obtains express prior consent from the intended recipients to receive such communications; and (c) Publisher complies with its privacy policy and all applicable laws, statutes, and regulations, including but not limited to CAN SPAM and the Telephone Consumer Protection Act. In no event shall any such communication identify Quotient or any Advertiser as a sender or sponsor of such communication.

6.11 Publisher shall not collect, store or use any personally identifiable information, User Data or other behavioral information of Users arising from their interaction with Promotions.

6.12 Publisher must conspicuously post a privacy policy available to all Publisher Site visitors that fully and accurately discloses the usage of, and data collected by, third-party technology on the Publisher Site, including cookies and similar technologies for tracking visitor behavior described in Section 4.1. Publisher’s privacy policy does not need to expressly identify Quotient, unless otherwise required by law, rule or regulation. Publisher’s privacy policy must comply with all applicable privacy laws, rules and regulations.

7. Commissions; Reporting; Payment.

7.1 Subject to the terms and conditions of this Agreement, Publisher is eligible to earn a Commission for each bona fide Qualifying Transaction originating from the Publisher Site, provided that Quotient receives payment from Advertisers for such transaction. Quotient may change the Commission for any reason at any time, with or without notice.

7.2 Quotient and its third party service providers will track Qualifying Transactions originating from the Publisher Site and calculate any Commissions due to Publisher. Quotient’s records shall be determinative for purposes of calculating all amounts paid or payable under the Agreement.

7.3 Quotient will make summary reporting of Commissions available to Publisher through the Platform. Publisher acknowledges and agrees that such reports are preliminary and subject to change and should not be interpreted or relied upon as the actual Commissions earned or as a guarantee of present or future performance. Final Commission information will only be provided in connection with payment thereof.

7.4 Except as may be expressly provided to the contrary in an Addendum, Quotient will use reasonable efforts to pay Commissions within forty-five (45) days from the end of the calendar month in which the Qualifying Transaction occurred. Notwithstanding the foregoing, if the amount payable for a given month is less than $100, the amount payable will be carried forward month-to-month until the $100 monthly payment minimum is met.

7.5 Quotient will send Commission payments to Publisher’s designated account. Quotient may charge an additional fee for processing non-electronic payments and deduct such fee from payments to Publisher. Publisher is solely responsible for providing and maintaining accurate contact and payment information for its Program account. Any bank fees for returned or cancelled checks or other fees incurred by Quotient due to inaccurate account information may be deducted from payments to Publisher. Quotient may invoice Publisher for any amounts Publisher owes to Quotient or offset any such amounts against any amounts Quotient owes to Publisher, whether under this Agreement or any other agreement between the parties.

7.6 Notwithstanding anything to the contrary, (a) Quotient may withhold payment of Commissions to Publisher until any claim, complaint or other allegation that a purported Qualifying Transaction may involve Improper Means is resolved to Quotient’s full satisfaction; and (b) Publisher is not entitled to a Commission if Quotient determines that a purported Qualifying Transaction involved Improper Means or that a User returns or cancels the goods or services that were the subject of a Card Linked Offer.

7.7 Publisher shall pay all applicable taxes or charges imposed by any government entity in connection with Publisher’s participation in the Program and receipt of Commissions hereunder. Publisher agrees to provide tax documentation and forms within a commercially reasonable time after requested by Quotient.

7.8 Publisher shall notify Quotient in writing if it disputes any payment made under the Program within thirty (30) days of any such payment. Publisher agrees that failure to provide such notification will waive any claim it may have relating to the disputed payment.

8. Confidentiality.

Any information provided by one party to the other party and designated as confidential or proprietary shall be deemed “Confidential Information” of the disclosing party. Without limiting the foregoing, Confidential Information of Quotient includes all documentation, specifications, guidelines and other information relating to the Platform, including APIs; all data and statistics relating to Promotions displayed on the Publisher Site, including click-through rates, Qualifying Transaction rates, Commission pricing and payments; reports relating to the Program; and all User Data. Confidential Information shall not be disclosed by the receiving party to anyone except an employee or agent who has a need to know same, and who is bound by confidentiality obligations at least as restrictive as those set forth in this Agreement. Neither party will use any Confidential Information provided by the other party hereunder for any purpose other than those provided for under this Agreement. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” shall not include information which: (a) was previously known to the receiving party without restriction as to use or disclosure; (b) was or becomes generally available to the public through no fault of the receiving party; (c) is rightfully in receiving party’s possession free of any obligation of confidence, at or after, the time it was communicated to receiving party by the disclosing party; (d) was developed by employees or agents of receiving party independent of and without reference to any Confidential Information of disclosing party; or was communicated by disclosing party to an unaffiliated third party free of any obligation of confidence. Notwithstanding the foregoing, either party may disclose Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange or as necessary to establish the rights of either party under this Agreement; provided, however, that both parties will stipulate to any orders necessary to protect said information from public disclosure. Upon written request by either party, each party shall, return or destroy all Confidential Information of the other party in its possession.

9. Data; Privacy.

9.1 As between Quotient and Publisher, Quotient owns all data collected, generated, derived or obtained by Quotient in connection with the Platform and Program, including User Data, data relating to Publisher’s use of the Platform, and all data (including data relating to Users) related to the general operation of the Platform (collectively, “Quotient Data”). Publisher may not use any Quotient Data provided to Publisher (e.g., in pingbacks or in the reporting and payment of Qualifying Transactions and Commissions) for any purpose other than verifying Commissions and providing User support for Publisher-provided Rewards for Card Linked Offers.

9.2 As between Quotient and Publisher and subject to the restriction in Section 6.11, Publisher owns all User data it directly collects relating to the general operation of the Publisher Site.

9.3 Publisher and Quotient shall each post their respective privacy policy on their respective sites and comply with such policies in connection with their performance hereunder.

10. Proprietary Rights.

10.1 As between Quotient and Publisher, Quotient owns and retains all right, title, and interest in and to the Platform (including the Program, all Promotions, Promotion Materials, and APIs), including but not limited to all software, intellectual property rights, information and data (including Quotient Data) relating thereto.

10.2 As between Quotient and Publisher, Publisher owns and retains all right, title, and interest in and to the Publisher Site (excluding Promotions, Promotion Materials, and any other content provided by Quotient and incorporated therein), including but not limited to all software, intellectual property rights, information and data relating thereto (excluding Quotient Data).

10.3 Except as expressly granted in this Agreement, neither party grants to the other party any express or implied rights or licenses in and to their respective property and expressly reserves all rights therein.

11. Representations and Warranties. Publisher covenants, represents and warrants during the term of the Agreement:

11.1 All information Publisher provides to Quotient in connection with the Program, including application information, is and will be accurate and current;

11.2 Publisher owns or has a direct contractual relationship with the owner of the websites, applications and locations comprising the Publisher Site;

11.3 Publisher has the necessary right, power, and authority to enter into this Agreement and to perform its obligations hereunder;

11.4 Publisher complies, and will continue to comply, with all laws, statutes, ordinances, regulations applicable to its performance hereunder;

11.5 The execution, performance and delivery of the Agreement by Publisher do not breach, or conflict with, any other agreement, obligation, commitment or responsibility of Publisher, including but not limited to Publisher’s privacy policy.

12. Indemnification.

Publisher agrees to defend, indemnify and hold harmless Quotient, its affiliates and its directors, officers, employees and agents from and against any and all claims, liability, losses and expenses (including damages awards, settlement amounts, and reasonable attorneys’ fees) relating to or arising out of a third party claim relating to or arising out of (a) Publisher’s breach or alleged breach of this Agreement, (b) the Publisher Site, (c) Publisher’s use of the Platform, including but not limited to any Rewards it offers in connection with a Card Linked Offer, or (d) Sub-Publishers and Sub-Publisher sites. Quotient agrees to promptly notify the Publisher of any such claim of which it becomes aware and will: (i) provide reasonable cooperation to Publisher at the Publisher’s expense in connection with the defense or settlement of any such claim; and (ii) be entitled to participate at its own expense in the defense of any such claim. Publisher will have sole and exclusive control over the defense and settlement of any such third party claim. However, Publisher will not acquiesce to any judgment or enter into any settlement that adversely affects Quotient’s rights or interests without the prior written consent of Quotient.

13. Third Party Content.

Publisher acknowledges and agrees that the Promotions and Promotion Materials contain content of third parties, including Advertisers. QUOTIENT EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED ON SUCH THIRD PARTY CONTENT.

14. Warranty Disclaimers.

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, QUOTIENT MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), STATUTORY OR OTHERWISE AND QUOTIENT EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED OF ANY KIND, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, QUOTIENT MAKES NO WARRANTY THAT: (A) THE PLATFORM OR ANY PART THEREOF (SUCH AS ANY PROMOTION OR ANY PROMOTION MATERIALS) WILL MEET PUBLISHER’S REQUIREMENTS; (B) THE PLATFORM WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS OR THAT DATA ASSOCIATED WITH THE PLATFORM WILL NOT BE LOST OR DAMAGED; (C) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM WILL BE ACCURATE, TIMELY, OR RELIABLE; (D) THAT THIRD PARTIES WILL HONOR OR FULFILL OFFERS OR REWARDS; OR (E) THE QUALITY OF THE PLATFORM OR ANY PART THEREOF (SUCH AS ANY PROMOTION) AND ANY REWARD, PRODUCT OR SERVICES OBTAINED THROUGH THE PLATFORM WILL MEET THE EXPECTATIONS OF PUBLISHERS OR USERS. FURTHER, QUOTIENT MAKES NO WARRANTY REGARDING THE ACCURACY, VALIDITY OR REDEMPTION OF PROMOTIONS AVAILABLE THROUGH THE PROGRAM. PUBLISHER ACKNOWLEDGES AND AGREES THAT ITS USE OF, AND PARTICIPATION IN, THE PROGRAM IS SOLELY AT ITS OWN RISK.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM (INCLUDING PROMOTIONS AND PROMOTION MATERIALS) IS ACCESSED AT PUBLISHER’S OWN DISCRETION AND RISK, AND PUBLISHER WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO ITS COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. QUOTIENT DOES NOT WARRANT THAT THE PLATFORM, OR ANY PART THEREOF, WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING OR OTHER SECURITY INTRUSIONS.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY PUBLISHRE FROM QUOTIENT OR THROUGH OR FROM THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT. QUOTIENT DOES NOT ENDORSE THE ADVERTISERS, REWARDS, PRODUCTS OR SERVICES IDENTIFIED IN OR ASSOCIATED WITH PROMOTIONS AND DOES NOT WARRANT THAT USE THEREOF WILL BE EFFECTIVE OR SAFE.

15. Limitation of Liability.

IN NO EVENT SHALL QUOTIENT OR ITS ADVERTISERS, THIRD PARTY SERVICE PROVIDERS AND AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA OR USE, INCURRED BY PUBLISHER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM PUBLISHER’S ACCESS TO, OR USE OF, OR INABILITY TO USE THE PLATFORM OR ANY PART THEREOF (INCLUDING BUT NOT LIMITED TO PROMOTIONS AND PROMOTION MATERIALS) OR ANY REWARDS, PRODUCTS, OR SERVICES ASSOCIATED WITH THE PLATFORM, EVEN IF QUOTIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER IT FAILS OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF QUOTIENT AND ITS ADVERTISERS, THIRD PARTY SERVICE PROVIDERS AND AFFILIATES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR ANY OTHER THEORY, ASSOCIATED WITH ANY CLAIM ARISING OUT OF OR RELATING TO USE OR ACCESS TO THE PLATFORM OR THIS AGREEMENT FOR ANY REASON WHATSOEVER SHALL NOT EXCEED THE TOTAL OF ALL AMOUNTS PAID TO PUBLISHER FOR THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. Each party acknowledges that the other party has entered into this Agreement relying on the foregoing limitations of liability and those limitations are an essential basis of the bargain between the parties.

16. Limitations.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE DISCLAIMER OR EXCLUSION OF CERTAIN LIABILITIES. IF ANY OF THE PROVISIONS OF THIS AGREEMENT ARE HELD BY A COURT OR OTHER TRIBUNAL OF COMPETENT JURISDICTION TO BE VOID OR UNENFORCEABLE, SUCH PROVISIONS SHALL BE LIMITED OR ELIMINATED TO THE MINIMUM EXTENT NECESSARY AND REPLACED WITH A VALID PROVISION THAT BEST EMBODIES THE INTENT OF THIS AGREEMENT, SO THAT THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.

17. Time Limit on Claims.

Regardless of any statute of law to the contrary, Publisher must file any claim or action arising from or relating to its participation in the Program and/or this Agreement within one (1) year after such claim or action accrued. Publisher agrees that failure to do so waives the claim or action.

18. Changes to the Agreement.

Quotient may revise this Agreement from time to time. If Quotient revises the Agreement, Quotient will notify Publisher by posting a notice to Publisher’s Program account or emailing Publisher’s designated contact. Publisher agrees that its continued participation in the Program after such notice constitutes its acceptance of the revised Agreement. If Publisher does not agree to the revised Agreement, Publisher shall cease and terminate its participation in the Program. Revised Agreements shall be effective as of the date posted to the Platform.

19. Term and Termination.

This Agreement shall commence on the Effective Date and continue until terminated. Either party may terminate the Agreement at any time for any reason by giving written notice to the other party. If termination is due to Publisher’s breach of this Agreement, then no amounts will be due to Publisher by Quotient for the period of such breach. Publisher will not earn Commissions after the termination date regardless of any activity that may continue to take place on the Publisher Site. Upon termination of the Agreement, Publisher shall within two (2) business days (a) remove all Promotions and Promotion Materials from the Publisher Site; and (b) cease use of and delete all materials provided to Publisher for use in the Program. Sections 1, 8, 9.1, 9.2, 10, 12, 14-17, 19 and 20 shall survive termination.

20. Miscellaneous.

This Agreement, including the registration form and addenda, constitutes the entire agreement between the parties with respect to the Program and supersedes all previous communications, representation, understandings, and agreements, either oral or written, between the parties with respect to the Program The Agreement shall not be assigned or otherwise transferred by any party, in whole or in part, without the express prior written consent of the other party, and any such assignment or transfer shall be null and void; provided, however, that Quotient shall be permitted to assign or otherwise transfer the Agreement, in whole or in part, without such prior written consent upon the consummation of any merger or other business combination or transaction that results in any person, directly or indirectly, acquiring beneficial ownership of more than 50% of Quotient’s then outstanding shares of voting capital stock, or the sale of all or substantially all of the assets of Quotient. Subject to the foregoing, the Agreement shall be binding upon, and inure to the benefit of, each party hereto and the respective successors and assigns of each party. The Agreement is solely for the benefit of the Quotient and Publisher and their permitted successors and assigns and there shall be no third party beneficiaries to the Agreement. The parties are independent contractors and the Agreement does not create an agency, partnership, joint venture, employee/employer or other similar relationship between them. The laws of California, except for its conflicts of laws principles, shall govern this Agreement. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in the state and federal courts located in or serving Santa Clara County, California. Publisher hereby consents to personal jurisdiction in such forum and waives any objection to such venue. The failure to require performance of any provision shall not affect a party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties’ intention, and the remaining provisions of this Agreement will remain in full force and effect. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party including, but not limited to, acts of God, acts of civil or military authority, fires, floods, earthquakes, environmental conditions, riots, wars, sabotage, strikes or labor disputes, failure of power, cyber attacks, theft, failure of telecommunications lines or compliance with any law, regulation, or order (whether valid or invalid) of any governmental body. Regardless of which party may have drafted this Agreement (or any part thereof), no rule of strict construction shall be applied against either party. For the avoidance of doubt “includes”, “including”, “included”, and other variations of such terms shall be deemed to be followed by the phrase “without limitation”. Any notice required to be delivered hereunder shall be deemed delivered three days after deposit in U.S. mail, return receipt requested, one business day if sent by overnight courier service, and immediately if sent electronically or by fax. All notices to Publisher shall be sent to the contact as designated in the application form (or as updated in Publisher’s Program account). All notices to Quotient shall be sent to: 400 Logue Avenue, Mountain View, CA 94043, Attn: Legal Dept. Facsimile signatures shall hold the same force and effect as an original signature for purposes of binding parties to the Agreement. Except as set forth in Section 18, the Agreement may not be amended or otherwise modified unless set forth in a written instrument signed by both Quotient and Publisher.

 

ADDENDUM A

Qualifying Transactions

Promotion Type	Qualifying Transaction*
Coupon	Eligible User interaction with a Coupon. For example, printing a Coupon is an eligible User interaction.
Card Linked Offer	User redemption of a Card Linked Offer by making a transaction(s) with a registered payment card that fulfills the Card Linked Offer requirements for obtaining a Reward
Display Ad	Eligible Display Ad impression

A.1 Definitions.

(a) “Card Linked Offer” means an Offer that Users may save, link or otherwise associate to their registered payment cards.

(b) “Coupon” means an Offer within the Coupons section of the Savings Center on the Publisher Site or a link on the Publisher Site that clicks through to the Coupons section of the Coupons.com website. As used herein, “Savings Center” means the Offer gallery that is available through the Program.

(c) “Reward” means the discount, statement credit, virtual currency, or other reward due to Users when they fulfill Card Linked Offer requirements for obtaining a reward.

*As set forth in Section 1.10, Qualifying Transactions must be bona fide transactions that are not generated by Improper Means.

 

ADDENDUM B

Card Linked Offers

The following additional terms and conditions apply to Card Linked Offers:

B.1 Requirement & Restriction. If there is a Card Linked Offer from Quotient on the Publisher Site, Publisher shall not display Card Linked Offers (or any hyperlinks or other references thereto) of the same Advertiser from any other provider. Failure to comply with this section shall constitute a material breach of this Agreement. In addition to other remedies, if Publisher is in breach of this section for any portion of a month, Quotient shall be entitled to retain Commissions that would otherwise be due to Publisher for that entire month.

B.2 Rewards. Quotient reserves the right to change the Reward for a Card Linked Offer for any reason at any time, with or without notice. Card Linked Offers that were linked to registered payment cards prior to such change shall be subject to the Reward in effect at the time of linking.

B.3 User Fraud. Publisher acknowledges and agrees that it will not earn a Commission if a User uses or attempts to use a Card Linked Offer in connection with a transaction(s) that fulfills the Advertiser’s requirements for earning a Reward, with the intent to immediately return or cancel the product or service after obtaining the Reward. Such User fraud constitutes an Improper Means.

B.4 Commissions; Payment.

(a) If Quotient changes the Commission for a Card Linked Offer, offers that were linked to a registered payment card prior to such change will be subject to the Commission in effect at the time of linking.

(b) In lieu of the payment schedule set forth in Section 7.4, Quotient will use reasonable efforts to pay Commissions for Card Linked Offers within forty-five (45) days from the end of the calendar month in which Quotient receives payment from Advertisers.

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