Advertiser Agreement

Last revision date of February 6, 2026

The following Terms and Conditions are entered into as of the Effective Date by and between The GiddyUp Group, Inc. (“GiddyUp”) and you (“Advertiser,” “you,” “yours”), and shall govern the placement and delivery of advertising as set forth in the Insertion Order (“IO”) and any and all Scope of Engagement(s) (“SOE”) to which these Terms and Conditions are attached (collectively, the “Agreement”). The “Effective Date” is the date you agree to the Agreement electronically through the GiddyUp commerce platform or Everflow.

1. GiddyUp. GiddyUp operates a partner marketing network (“GiddyUp Network”) and an ecommerce platform (GiddyUp Commerce Platform) that allows you to promote your product or service. Use of either or both shall be considered use of the GiddyUp sales channel (“Sales Channel”). GiddyUp may provide additional services that the Advertiser can utilize outside of the IO, however, these additional services will be outlined in a separate SOE if desired and signed by both parties. As of the Effective Date, Advertiser agrees to accept and pay for, and GiddyUp agrees to provide, the services identified and set forth in the IO, as well as any signed SOEs. GiddyUp is not a marketplace. Any contract of sale made through the Sales Channel is directly between you and the customer.

2. GiddyUp Network. GiddyUp provides you, as Advertiser, with the ability to post Ads (as defined below) for distribution through the Sales Channel, subject to your compliance with the terms and conditions of the Agreement. By enrolling as an advertiser, Advertiser, its agents, representatives, directors, officers, employees and any other person acting on its behalf with respect to the use of the Sales Channel, shall be bound by, and agrees to be bound by, the Agreement. GiddyUp’s network is comprised of GiddyUp’s network of branded websites, newsletters and various third-party affiliates (“Affiliates”) that may post Ads on or through websites, newsletters and/or applications that they control. Affiliates are paid a commission from the Advertiser’s campaign(s).

a. GiddyUp’s exclusive obligation is to distribute Ads provided by the Advertiser within the Sales Channel, in accordance with the Agreement. Advertiser will create and deliver all content required for any Ad to GiddyUp in the form requested by GiddyUp and in accordance with the specifications and policies set forth by GiddyUp, prior to publication (“Ad(s)”). The parties understand and agree that Advertiser is the sole owner of any and all intellectual property rights associated with any Ads. GiddyUp will not be required to publish any Ad that is not in accordance with its policies or specifications.

b. Notwithstanding the foregoing, GiddyUp’s policies, specifications and/or recommendations with respect to Ads should not be construed as legal advice, or as sufficient guidelines to ensure that such Ads comply with applicable law. GiddyUp does not represent or warrant that the Ads, or such policies, specifications and/or recommendations associated with the Ads, are legally compliant or appropriate. GiddyUp assumes no obligation and hereby disclaims any liability for Advertiser‘s use of the Ads or Advertiser‘s reliance on any such policies, specifications and/or recommendations. Advertiser must consult with its legal counsel and/or other professional advisors before utilizing any Ads or acting on any policies, specifications and/or recommendations as provided by GiddyUp.

c. GiddyUp reserves the right to demand verification for any claims made in any Ad and to terminate the Agreement in the event that such verification is not promptly provided or is unsatisfactory, in GiddyUp’s sole discretion. Advertiser is solely responsible for the content of the Ads. GiddyUp shall not be responsible for any liability arising out of or relating to: (1) Advertiser‘s website(s) including, but not limited to, content, maintenance of Advertiser‘s website(s), order entry, customer service, payment processing, shipping, cancellations, returns, or Advertiser’s failure to deliver product; (2) any claims made in any Ads, including health or earnings claims; (3) any products or services advertised; and (4) any material to which users can link through any of the Ads.

d. Distribution of Ads. Positioning of the Ads within the Sales Channel is at the sole discretion of GiddyUp and its Affiliates. GiddyUp does not guarantee that your Ads will be available through any specific part of the Sales Channel, when your Ads will run and/or the placement and positioning of your Ads. GiddyUp reserves the right to reject any Ad for any reason at any time. GiddyUp reserves the right at any time to remove any of your Ads if we determine, in our sole discretion, that the Ad or any portion thereof, violates any of our policies. GiddyUp shall have the absolute right to reject any URL link embodied within any Ad. GiddyUp’s failure to reject or cancel any Ad shall not be construed as an acceptance of the Ad, nor shall it negate other provisions of the Agreement, specifically with respect to liability. Advertiser acknowledges and agrees that GiddyUp is not responsible for the conduct of its Affiliates, the content of their sites, data, or lists, or any claims by Advertiser or a third party that Affiliate has violated any law, regulation or right. Any claims must be made directly against Affiliates, and GiddyUp will not be responsible for or indemnify Advertiser for any claims made or derived from the action or inaction of any Affiliate.

e. Exclusivity. During the term of this Agreement, and for six (6) months after termination, GiddyUp shall be the exclusive CPA network for the Advertiser’s offer outlined in the IO. Advertiser shall not duplicate the same or similar affiliate marketing offer with any other affiliate or affiliate network, as outlined in the IO, without GiddyUp’s prior written consent — except where the commission rate is equal to or less than 25% of revenue. Advertiser agrees that: (i) these time restrictions are reasonable; and (ii) this will not impair Advertiser’s ability to promote or further its business. In the event of a breach of this provision by Advertiser, GiddyUp shall be entitled to, in addition to all other rights and remedies that GiddyUp may have at law or in equity, an injunction (without the requirement to post a bond) enjoining and restraining Advertiser and/or all other persons involved therewith from continuing such breach for each applicable “Exclusive” offer. Advertiser acknowledges that any breach by Advertiser of this provision will result in irreparable injury to GiddyUp for which the Advertiser must compensate GiddyUp monetary damages for all sales of the Advertiser’s offer at not less than GiddyUp’s network margin.

3. Advertiser Representations and Warranties. Advertiser represents and warrants that: (a) it has the power and authority to enter into and perform its obligations under this Agreement; (b) Advertiser is qualified to do business in each state in which it provides products and services; (c) Advertiser, nor any of its Ads violate any foreign, federal, state, or local laws, rules, regulations, and ordinances, including without limitation the CAN-SPAM Act of 2003 (15 U.S.C. 7701), the Telephone Consumer Protection Act (47 U.S.C. 227), the Gramm-Leach Bliley Act, the Fair Credit Reporting Act, the Federal Trade Commission Act, the Fair Debt Collection Practices Act, the Federal Communications Act, or any other applicable laws; (d) Advertiser and the Ads do not violate the rights of any copyright, patent, trademark, trade secrets or other proprietary rights of any third parties; (d) the Ads are not directed to children under the age of 13; all suppression lists provided to GiddyUp will be current and accurate; (e) will comply, using commercially reasonable efforts, with the storage of consumer information under applicable privacy laws; (f) the links in any Ad campaign will not be changed or redirected to another destination without prior notice to GiddyUp; (g) Advertiser shall be responsible for promptly notifying GiddyUp if any Ads, products, or services are found to violate, or are reasonably likely to violate, any applicable laws, regulations, or third-party rights; (h) Advertiser will participate in any meetings requested by GiddyUp to discuss any additions or changes to any Ads. Advertiser specifically warrants and represents that: (a) it has all right, title and interest in and to the Ads; (b) the use of the Ads by GiddyUp and its Affiliates hereunder will not infringe on any copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; and (c) all Ads are in compliance with all laws, regulations and ordinances of the United States and any other jurisdiction in which Advertiser conducts business.

4. GiddyUp Representations and Warranties. GiddyUp represents and warrants that: (a) it has the full power and authority to enter into the Agreement and to carry out its obligations hereunder; (b) when executed and delivered by it, the Agreement will constitute the legal, valid, and binding obligation of it, enforceable against it in accordance with its terms and conditions; (c) if approved, as set forth in this Agreement, GiddyUp agrees to post Advertisers Ads through the Sales Channel and make them available to promote.

5. CPA or CPL Fees: Advertisers may enroll in the Cost-Per-Action (“CPA”) or Cost-Per-Lead (‘CPL”) payment model and shall pay GiddyUp the designated CPA or CPL fee, as stated on the IO, for each action or lead delivered by GiddyUp and its Affiliates. The total fees will be based on the number of actions or leads received from all of Advertiser‘s Ads, multiplied by the applicable CPA/CPL rate. Upon GiddyUp’s reasonable request, Advertiser shall provide GiddyUp with the total number of actions or leads for the previous traffic period within twenty-four (24) hours of the request. Advertiser understands and agrees that GiddyUp shall invoice off the action or lead numbers tracked by GiddyUp, and Advertiser agrees to pay for all amounts as invoiced. Actions or leads are defined as Internet users interested in your Ad or offer, who have clicked through to your landing page or website and have completed the desired outcome defined in the IO, as determined by the firing of the pixel or as tracked in the ecommerce platform. If GiddyUp’s tracking system is showing more actions or leads than the Advertiser, GiddyUp and Advertiser shall work in good faith to resolve any discrepancies between the tracking systems, but the numbers tracked by GiddyUp will control if such discrepancies cannot be resolved.

6. GiddyUp Commerce Platform: Any Advertiser who elects to be on the GiddyUp Commerce Platform by completing the platform setup process, acknowledges and agrees to be bound by the Stripe Services Agreement (https://stripe.com/legal/ssa), as may be amended by Stripe, from time to time. Advertiser understands that GiddyUp will deduct any Platform Fees (“Platform Fees”) outlined in the GiddyUp Platform Fee Schedule (https://helpcenter.giddyup.io/en/articles/13653269-transaction-fee-schedule), from the payout to the Advertiser. Platform Fees are incorporated into the Agreement as if set forth in full in the Agreement. Such Platform Fees may be amended by GiddyUp, from time to time, with thirty (30) days’ notice to the Advertiser.

7. Advertiser Tax obligations: Advertiser is responsible for all applicable Taxes that arise from or as a result of your use of the Sales Channel. You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or as a result of any sale on the Sales Channel.

8. Terms of Payment. GiddyUp will submit an invoice to the Advertiser for fees and charges owed to GiddyUp associated with the Advertiser’s applicable offers in accordance with the payment model outlined in Section 5, and the compensable events described in this Agreement and IO (each, an “Action”) or any SOE. If the Advertiser is on the GiddyUp Commerce Platform, then GiddyUp may deduct any fees and charges due to GiddyUp from Advertiser from the periodic payments transferred to the Advertiser from the sale of Advertiser’s products. You must keep a valid payment method on file with us to pay for any fees and charges that are due to GiddyUp from you. GiddyUp will charge applicable fees and charges to any valid payment method that you provide (“Authorized Payment Method”), and GiddyUp will continue to charge the Authorized Payment Method for applicable fees and charges until this Agreement is terminated, and any and all outstanding fees and charges have been paid in full. Unless otherwise indicated, all fees and other charges are in U.S. dollars, and all payments will be in U.S. currency. Payments made via credit cards, debit cards and wires may incur a convenience fee. Payments for invoices will be overdue if unpaid after the due date listed on the invoice. Overdue invoices will accrue interest at the statutory interest rates then in effect. Failure to provide an invoice will not relieve the Advertiser of any liability or obligation hereunder.

a. Reduced Commissions. Advertiser understands that GiddyUp may offer discount strategies through the Sales Channel (“Discount Strategy”). Any reduction in the payment amount for a sale, that is a direct result of a Discount Strategy, will result in the same amount being deducted from CPA fees charged to the Advertiser for that sale.

9. Failure to Make Payment. The failure by the Advertiser to make timely payment shall constitute material breach of the Agreement. Invoices that are unpaid for over 30 days may be subject to collections and legal action. Advertiser is responsible for all reasonable expenses, including, but not limited to, attorneys fees and costs, incurred by GiddyUp in collecting such amounts due plus interest.

10. Traffic Level Adjustments. If the projected fees payable by Advertiser for any traffic period during the term of an IO are targeted to exceed the credit decision previously provided to Advertiser, then GiddyUp may require any one of the following actions at any time (a) require a deposit or increase in deposit; (b) change the frequency of invoicing; (c) require that Advertiser secure any current and/or future payment obligations through the issuance of promissory notes, establishment of joint accounts and/or collateralization of receivables, real property and/or other assets; (d) suspend the placement of Ads in GiddyUp’s network until the payment terms have been revised to GiddyUp’s satisfaction; (e) cap the number of Actions generated by the Ads.

11. Refund Policy. All Advertiser returns and refunds are at the sole responsibility of the Advertiser and have no financial impact on GiddyUp.

12. Claims or Disputes. Advertiser shall submit any and all claims and disputes in writing to GiddyUp within three (3) days after the invoice date, time being of the essence. Claims and disputes not timely submitted to GiddyUp, in accordance with this provision, are waived and all charges are final.

13. Tracking & Performance. You agree that you will not alter the pixel or remove or alter the location of the pixel or other tracking method deployed by GiddyUp (“Pixel”) to track sales or leads. You also agree to keep the Offer Funnel (including Landing Page, Offer Page, Checkout Pages, Confirmation Page, and any other related pages) in a constant working condition that doesn’t affect the sale or lead conversion rates. If you disrupt, interfere, compromise, or disable the offer funnel or tracking system, knowingly or unknowingly, you will be obligated to pay GiddyUp for all Actions, based upon the historical earnings per click (“EPC”), to have been generated during the period of disruption. The historical EPC is determined by dividing the total earnings by the number of clicks generated by a campaign during the most recent uninterrupted traffic period. Advertiser shall place GiddyUp’s Pixel on a unique confirmation page that does not contain the pixel or tracking method of any third party. If you place GiddyUp’s Pixel on the same page as a third party‘s pixel or tracking method, you will be obligated to pay GiddyUp based upon each firing of GiddyUp Pixel, based upon GiddyUp’s tracking logs, regardless of any payment made to any third party for the subject action in reliance on any other pixel and/or tracking method appearing on the same page.

14. Fraud. Advertiser acknowledges and agrees that GiddyUp shall not be liable for any instances of fraud on the part of end-user consumers and Advertiser agrees to pay GiddyUp in full for all services performed under the Agreement regardless of consumer fraud. Advertiser shall not be liable for Actions that are the result of Affiliate fraud and are timely disputed in accordance with Section 12 of this Agreement; however without definitive proof of fraud as determined by GiddyUp, Advertiser agrees to pay GiddyUp in full for all services performed under the Agreement.

15. Non-Circumvent. Advertiser recognizes that GiddyUp has proprietary relationships with GiddyUp’s Affiliates. During the term of this Agreement and for a period of twelve (12) months after termination, Advertiser agrees not to knowingly circumvent GiddyUp’s relationship with such Affiliates, or otherwise obtain, directly or indirectly, services similar to those performed by GiddyUp or such Affiliates hereunder, from any Affiliate that is known, or should reasonably be known, by Advertiser to have such a relationship with GiddyUp. Advertiser shall not solicit the Affiliates of GiddyUp, nor shall Advertiser use or attempt to use reverse engineering or tracing of Affiliate traffic as a means to solicit and/or identify for solicitation purposes GiddyUp’s Affiliates. Failure to comply with this Section may, at our discretion and without limiting or excluding other remedies that may be available to GiddyUp (all such other remedies being expressly reserved), result in immediate termination of the Agreement. Advertiser agrees that monetary damages for its breach, or threatened breach, of this Section 15 will not be adequate and that GiddyUp shall be entitled to injunctive relief without the requirement to post a bond and any other remedies available at law or in equity.

16. License. For the term of the Agreement, Advertiser hereby grants to GiddyUp and GiddyUp’s Affiliates and partners a non-exclusive, royalty-free, worldwide license to: (a) use, perform and display all Ads delivered hereunder in accordance with the terms of the Agreement; and (b) use all associated Advertiser Ads, creative, images, copy, videos, product claims, survey or questionnaire data, copyright, brand logos, media mentions, and any other publicly available materials for the creation and distribution of ads, landing pages, and other forms of digital marketing. Title to and ownership of all intellectual property rights of all Ads and associated Advertiser intellectual property shall remain with Advertiser or its third-party licensors. GiddyUp may retain copies of all work products and retains the right to use the work products for GiddyUp’s promotional purposes, including, but not limited to, showing projects to prospective Advertisers, using the work products in Advertiser “demos.” By entering into this Agreement, Advertiser hereby consents to GiddyUp’s use of the Advertiser logo and testimonials for promotional purposes. GiddyUp retains exclusive copyright and ownership of any and all sales materials, process documents, and contractual language such as that contained in this Agreement or in any SOE provided to Advertiser.

17. Disclaimer of Warranties. GIDDYUP SERVICES AND THE RESULTS GENERATED THERE FROM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED DISPLAY OR DISTRIBUTION OF ANY AD EXCEPT AS STATED HEREIN, GIDDYUP DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. GIDDYUP DOES NOT WARRANT OR GUARANTEE ANY SPECIFIC CONVERSION RATES, AVERAGE ORDER VALUE, RESPONSE RATES, OR THAT ANY WEBSITES, COMMERCE FUNCTIONALITY, CHECKOUT FUNCTIONALITY, WEB SERVICES, TRACKING CODES, OR SIMILAR WILL BE FREE OF ANY BUGS, ERRORS, OR PROBLEMS; NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ADVERTISER FROM GIDDYUP OR ITS REPRESENTATIVES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO ADVERTISER.

18. Limitation of Liability. In no event will GiddyUp be liable for any direct, indirect, consequential, incidental, punitive, special or exemplary damages whatsoever including, without limitation, damages for loss of profits, business interruption, loss of information and the like, incurred by Advertiser arising out of the Agreement, even if Advertiser has been advised of the possibility of such damages.

19. Indemnification. Advertiser agrees to defend, indemnify and hold harmless GiddyUp and its directors, officers, employees and agents from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys‘ fees) (collectively “Losses”) incurred as a result of any claim, judgment or proceeding relating to or arising out of: (a) Advertiser‘s breach of the Agreement; (b) the content of the Ads and any and all claims made therein; or (c) the products, services or content linked to from the Ads. GiddyUp agrees to defend, indemnify and hold harmless the Advertiser from and against any and all Losses incurred as a result of a claim, judgment or proceeding relating to or arising out of GiddyUp’s breach of the Agreement. Advertiser agrees to defend, indemnify and hold harmless GiddyUp’s Affiliates from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys‘ fees) (collectively “Losses”) incurred as a result of any claim, judgment or proceeding relating to or arising out of: (a) Advertiser‘s breach of the Agreement; (b) the content of the Ads and any and all claims made therein, except the content of any unapproved Ads used by Affiliates; or (c) the products, services or content linked to from the Ads.

If any action is brought against either party (the “Indemnified Party”) in respect to any allegation for which indemnity may be sought from the other party (“Indemnifying Party”), the Indemnified Party will promptly notify the Indemnifying Party of any such claim of which it becomes aware and will: (i) provide reasonable cooperation to the Indemnifying Party at the Indemnifying Party‘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. The Indemnified Party agrees that the Indemnifying Party will have sole and exclusive control over the defense and settlement of any such third-party claim. However, the Indemnifying Party will not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party‘s rights or interests without the prior written consent of the Indemnified Party.

20. Termination. Either party may cancel this Agreement or IO, by giving thirty (30) days prior written notice to the other party. Any accrued but unpaid payment obligations shall survive termination of the Agreement. In the event of termination, Advertiser shall allow thirty (30) days for the campaigns to become inactive across the Sales Channel, and Advertiser will be responsible for the Actions that result from Ads published during those thirty (30) days. If, at any time, GiddyUp cancels or terminates this Agreement, then GiddyUp loses all exclusive rights to the Advertiser’s offer outlined in the IO and Agreement.

21. Scope of Relationship. Each party is an independent contractor and not a partner, joint venture or employee of the other. Neither party shall have the right to bind the other or to incur any obligation on the other‘s behalf.

22. Right to Access and Use. Subject to the terms and conditions of this Agreement and the applicable IO, GiddyUp hereby grants to the Advertiser a limited, revocable, non-exclusive, non-assignable, non-transferable, non-sublicensable right to access and use the applicable Sales Channels under GiddyUp’s Intellectual Property Rights therein during the applicable term.

23. Restrictions. The Advertiser agrees that it will not, without the prior written consent of GiddyUp, (i) copy, reproduce, create derivative works of, disclose or publicly display the Sales Channel; (ii) decompile, disassemble, reverse engineer or otherwise attempt to determine the functionality of the Sales Channel; (iii) directly or indirectly license or sublicense, distribute, resell, rent, lease, subcontract, operate as a service bureau or otherwise make the Sales Channel available to any third party; (iv) develop a product or service using ideas, features, functions or graphics similar to those in the Sales Channel; (v) disclose or share any passwords or other security or authentication device with respect to the Sales Channel to any third party; (vi) use the Sales Channel for a purpose other than that set forth in this Agreement or otherwise in a manner that violates any applicable law, rule or regulation; or (vii) remove, conceal or alter any identification, copyright or other proprietary rights notices or labels on the Sales Channel.

24. Platform Data. All Platform Data is the exclusive property of GiddyUp and is considered Confidential Information of GiddyUp. Platform Data includes, but is not limited to, all data collected or generated from GiddyUp’s Commerce Platform and tracking platform. This clause and the rights and ownership of the Platform Data will survive this Agreement and shall remain in effect in perpetuity.

25. Customer Data. GiddyUp will provide the Advertiser with shared ownership of the customer data for sales generated on the GiddyUp Commerce Platform. Advertiser shall be responsible for ensuring compliance with any and all data privacy laws and regulations for their customers.

26. Advertiser Use of IP. The Advertiser shall not use the copyrights, domain names, trademarks, trade names, service marks, logos, or other proprietary rights associated with GiddyUp Sales Channel or services or any other GiddyUp product or service including but not limited to GiddyUp Offer Funnel or any other related pages or software without the express written consent of GiddyUp. The Advertiser shall not register, attempt to register, or assist anyone else in registering any copyright, domain name, trademark, trade name, service mark, logo, or other proprietary rights associated with GiddyUp’s Sales Channel or any other GiddyUp Sales Channel or service. The Advertiser authorizes GiddyUp to use the Advertiser’s name, logos and trademarks in GiddyUp’s promotional materials, website and for publicity purposes. The Advertiser shall not alter, obscure, or remove any notice of copyright, trademark, patent, or other proprietary or legal notice associated with any Sales Channel or services.

27. Confidentiality. In connection with this Agreement, each party may access the other’s Confidential and Proprietary Information. Both parties agree to protect such information disclosed by the other (the “Disclosing Party”) to them (the “Receiving Party”) or their respective Representatives (defined as directors, officers, employees, agents, advisors, including financial advisors and legal counsel, or partners and the directors, officers, partners and employees of any such agents, advisors or partners).

For purposes of this Agreement, “Confidential and Proprietary Information” includes, without limitation, all commercial, strategic, financial, and business-related information—including Intellectual Property Rights—provided in any form by the Disclosing Party or its Representatives, as well as credentials or security information related to the Sales Channel. The absence of confidentiality markings shall not affect its status under this Agreement.

The Confidential and Proprietary Information shall be kept confidential by the Receiving Party and its Representatives and neither the Receiving Party nor any of its Representatives shall use any Confidential and Proprietary Information for any purpose except as reasonably necessary to exercise their respective rights and perform their respective obligations under this Agreement. The Receiving Party shall not disclose any Confidential and Proprietary Information to third parties other than the Receiving Party’s Representatives without the Disclosing Party’s prior written consent. The Receiving Party shall disclose the Confidential and Proprietary Information only to those Representatives who have a need to know. The Receiving Party shall take reasonable measures to protect the secrecy of, and avoid the unauthorized disclosure or use of, the Confidential and Proprietary Information. If the Receiving Party is required by law, regulation, or legal process to disclose any Confidential and Proprietary Information, it shall, to the extent legally permitted, promptly notify the Disclosing Party to allow a reasonable opportunity to seek a protective order or other remedy. The parties agree that the unauthorized disclosure or use of Confidential or Proprietary Information would cause irreparable harm and agree that the injured party shall be entitled to injunctive and equitable relief in addition to any legal remedies available.

28. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Each party irrevocably submits to the exclusive jurisdiction of the state or federal courts located in Delaware for any suit, action, or proceeding arising out of or relating to this Agreement, and waives any objection to venue or jurisdiction, including claims of inconvenient forum or lack of personal jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of the state or federal courts located in Delaware for any suit, action or proceeding arising out of or relating to the Agreement, and waives any objection to venue or jurisdiction, including claims of inconvenient forum or lack of personal jurisdiction. If any provision of the Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall remain in full force and effect. Any controversy or claim arising out of or relating to this Agreement shall be settled through binding arbitration in accordance with the Expedited Commercial Arbitration Rules of The American Arbitration Association. Any award rendered by the arbitrator(s) shall be entered as a judgment or order and may be confirmed or enforced by either party in any state or federal court having competent jurisdiction thereof. If Advertiser brings or appeals any judicial action to vacate or modify any award rendered pursuant to arbitration or opposes the confirmation of such award and does not prevail, Advertiser will pay all of the costs and expenses (including without limitation, court costs, arbitrators‘ fees and expenses and reasonable attorneys‘ fees) incurred by GiddyUp in defending such action. The failure of GiddyUp to exercise any rights granted hereunder will not operate as a waiver of those rights. The arbitrators will not be empowered to award punitive damages. The consent of the parties to arbitrate their disputes shall survive termination of this Agreement. If this Agreement is found to not be subject to arbitration, each party herein consents, agrees, and affirmatively waives any right to a jury trial in any proceeding. Advertiser may not assign the Agreement without the prior written consent of GiddyUp. The parties‘ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors, joint administrators and permitted assigns. The Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute but one and the same instrument. The Agreement may be executed and delivered by electronic signature and/or facsimile and the parties agree that such execution and delivery shall have the same force and effect as delivery of an original document with original signatures.

29. Entire Agreement. The Agreement sets forth the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof. GiddyUp may change, modify, or amend this Agreement or GiddyUp’s policies from time to time (each, a “Revised Version”), in which case we will share the subject Revised Version with you in writing. Unless otherwise agreed to by the parties in writing, your continued use of GiddyUp’s services after receipt of the subject Revised Version means that you have agreed to the subject Revised Version with respect to the services that GiddyUp provides to you after your receipt of the subject Revised Version.