Marketing Affiliate Program Agreement

1. Definitions

“Affiliate” means a person or entity other than IDIQ that participates in the Affiliate Program after agreeing to these Affiliate terms. The words “you” and “your,” whether or not capitalized, also to refer to Affiliate. “Marketing Affiliate Program” or “Affiliate Program” means our marketing affiliate program as described in this Agreement. “Affiliate Lead” means a customer prospect who clicks on the Promotional Link that we have made available to you. “Promotional Link” means the unique tracking link to IDIQ that you place on your site or promote through other changes. “Commission” means money earned by you as an Affiliate in the Affiliate Program pursuant to this Agreement. “Agreement” means this Marketing Affiliate Program Agreement and all materials referred or linked to herein. “Referred Member” means the authorized actual user of the IDIQ Services who has subscribed to and paid for the IDIQ Services after being an Affiliate Lead. “Member Data” means all information that a Member submits or collects via the IDIQ Services and all materials that Member provides, posts, uploads, inputs, or submits through the IDIQ Services. “IDIQ Services” means any service or product offered by IDIQ, its parents, or its subsidiaries. “We, “ “us,” “our,” and “IDIQ” means Identity Intelligence Group, LLC.

2. Enrollment in the Marketing Affiliate Program

a. To enroll in the Affiliate Marketing Program, you must complete the registration process, provide a Form W-9, provide valid banking information so that you can be paid, and agree to the terms and conditions of this Agreement. b. You agree to ensure that the information you provide us during registration and in your account is and will be at all times complete, accurate, and up to date. We will send communications to the email addresses associated with your account; you agree to receive these and understand and agree that, if you opt out of receiving them or ask us to delete your personal data, your participation in the Marketing Affiliate Program may be terminated by IDIQ. You will be deemed to have received all notifications, approvals, and other communications sent to that email address even if the email address associated with your account is no longer current.

3. Affiliate Commissions

a. Eligibility. Except where such compensation is prohibited or limited by applicable law or where you have violated the terms of this Agreement, you will be eligible to earn Commissions as set forth in this Section 3. b. How Commissions Are Earned. A commission is earned when a third party (not your or IDIQ or any of our respective owners, directors, agents, or employees) does all of the following: (i) clicks on a Promotional Link, (ii) once at the IDIQ web page to which the Promotional Link points, signs up for a subscription to the IDIQ Service(s), and (iii) successfully pays the applicable subscription fees with a valid form of payment not subject to chargeback. The third party that completes these three steps is referred to herein as a “Referred Member.” c. Circumstances under which Commission Is Not Earned. Commissions are not earned when: (i) an Affiliate Lead is not converted to a Referred Member; (ii) the Affiliate has not provided a valid, current Form W-9; (iii) the Affiliate’s banking information is incomplete, inaccurate, or outdated; (iv) the Referred Member subscribes using a false or fraudulent means of payment such as, but not limited to, a stolen credit card; (v) the Referred Member files a chargeback with their credit card issuer disputing the charge(s); (vi) the Referred Member subscribes but later received a refund pursuant to IDIQ policy; (vii) the Affiliate has violated any provision of this Agreement; or (viii) the Affiliate Lead does not convert to a Referred Member within 30 days of clicking on the Promotional Link. Affiliate understands and agrees that, in the event an Affiliate’s banking information is inaccurate, IDIQ will not make any retroactive or future payments to Affiliate until the Affiliate provides updated accurate banking information. d. How Commissions Are Calculated. Commissions are determined by multiplying your commission rate by the Commissionable Revenue for the calendar month and then subtracting any chargeback penalties. “Commissionable Revenue” as used herein means the monthly subscription cost paid by the Referred Member less payment processing fees and refunds. A chargeback occurs when a Referred Member files a chargeback with their credit card issuer disputing the charge with IDIQ and requesting a refund. Each chargeback will result in a $15 deduction from commission. Affiliates whose chargeback rate exceeds 0.70 percent in any month may be subject to increased chargeback penalties or termination from the Affiliate Program. Combat chargebacks by CLEARLY COMMUNICATING to your customers that IDIQ provides the Services, not you; that they will be billed by IDIQ; and that they have a direct relationship with IDIQ and can call our customer service with any questions about their account or billing issues at 877-875-4347. e. Payment of Commissions. Commissions earned will be calculated on a monthly basis and will be paid to Affiliate within sixty (60) days of IDIQ’s receipt of payment from the Referred Member. IDIQ reserves the right to pay after 60 days in the event of a disagreement with the Affiliate over the amount of Commissions. Affiliate agrees to maintain updated banking information with IDIQ and understands that failure to do so will result in no commissions earned and a delay or inability on the part of IDIQ to transmit payments to Affiliate. f. Taxes; Third-Party Fees; Offsets. Affiliate is solely responsible for any and all government-imposed taxes and levies and any and all fees charged by the Affiliate’s bank or other financial institution in connection with or because of the Affiliate’s receipt of Commission payments. All amounts payable by IDIQ to you are subject to offset by IDIQ against any amounts owed by IDIQ.

4. Affiliate Responsibilities and Restrictions

As a member of the Affiliate Program, you represent, warrant, and agree to all of the following: a. You (i) have all sufficient rights and permissions to participate in the Affiliate Program and to provision IDIQ with Affiliate Leads for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Affiliate Program will not conflict with your existing agreements or arrangements, and (iii) you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks. b. At all times you will follow and comply with all applicable federal, state, and local laws, ordinances, regulations, and orders that are applicable to this Agreement and your performance hereunder including, but not limited to, the Telephone Consumer Protection Act (TCPA), CAN-SPAM, the Telemarketing Sales Rule, the California Consumer Privacy Act, the California Privacy Rights Act, and any other laws that pertain to your participation in the Affiliate Program. c. You will not market, sell, endorse, or offer credit monitoring or identity theft protection services provided by any individual or entity other than IDIQ. d. You will obtain all necessary consent(s) and authority to market the IDIQ Services to consumers and/or to enroll a consumer, and/or to take any other action in connection with offering and/or providing the IDIQ services to consumers, as contemplated this Agreement. e. You will ensure at all times that Affiliate Leads and Referred Members understand that the IDIQ Services are provided by IDIQ and not you or any other entity or individual. f. You will at all times during the term of this Agreement, maintain the right and authority to, including procuring the consent of any party, entity or individual, reasonable or necessary to share any and all information and data collected about and from Affiliate Leads and Referred Members with IDIQ and to communicate with Affiliate Leads and Referred Members as necessary to enable the parties to perform their respective obligations set forth herein. g. You understand that, to be eligible for the IDIQ Services, the primary Referred Member must be at least eighteen (18) years of age or older and reside in one of the 50 United States or the District of Columbia. h. Customer service complaints and any inquiries to Affiliate from governmental authorities or consumer protection groups such as the Better Business Bureau concerning the IDIQ Services shall be immediately referred to IDIQ for response. Affiliate shall have no authority to respond on IDIQ’s behalf but may respond to acknowledge the complaint or inquiry (without making any representations, offers, or admissions on IDIQ’s behalf), and as otherwise required by applicable law. i. You are not permitted to (i) promote IDIQ through paid advertising or media buying or (ii) use the IDIQ “Name” (as defined below) in any domain name or as part of your username on any social media platform or account. The word “Name” as used here includes “IDIQ,” “IdentityIQ,” “MyScoreIQ,” all IDIQ logos, and the names of all IDIQ products, offerings, and services, regardless of whether IDIQ has applied for or obtained a trademark or service mark for any of them. j. You are not permitted to buy or bid on any advertising using our Name, or to bid on or buy the rights in any search tool or search engine to our Name including, but not limited to, Google AdWords. More specifically, you agreed that you will not bid on keywords associated with IDIQ or any of its brands such as, but not limited to, “IDIQ,” “IdentityIQ,” “CreditScoreIQ,” “CreditReportIQ,” “MyScoreIQ,” “LifeShieldIQ,” “CreditReportIQ,” “CreditBuilderIQ,” “ScoreCasterIQ,” “DataBreachIQ,” and/or any and all branded keywords associated with or substantially similar to IDIQ brand websites, domain names, URLs, and trademarks. In the event you are uncertain whether a particular keyword is protected, you must consult with IDIQ before buying or bidding on any such keyword. Nothing herein does or is intended to infringe on your ability to bid on general industry keywords such as “credit report,” “credit score,” “credit monitoring,” etc. k. You may not mention or promote IDIQ or any IDIQ Services on any website or platform that contains any form of misleading, fraudulent, defamatory, obscene, violent, illegal, harassing, hateful, or pornographic content. You agree that IDIQ has the sole discretion to determine whether such content is present. You are strictly prohibited from promoting IDIQ or any IDIQ Services on Craigslist or any similar site. l. You may not use any form of cookie-stuffing techniques or click-generators that set tracking cookies or that result in apparent clicks without the user (a live human) actually clicking on Promotional Links. You may not artificially generate clicks or impressions on your site or on any social media platform or to create visits on the IDIQ site, whether by way of robot or software program or otherwise. m. You may not make use of any form of spyware, malware, trojan, tracker, virus, or any such things in connection with any Promotional Link or otherwise in connection with the Affiliate Program.

5. IDIQ’s Rights

In addition to all other rights set forth in this Agreement, persons who become Members of any IDIQ Service(s) through referral made in the Affiliate Program will be bound by our Terms of Service, rules, and policies, which are subject to change from time to time. We reserve the right to not accept anyone as a Member and to terminate any Member’s account and/or access to the IDIQ Services if that member defaults on their subscription payment obligations and/or if in our sole discretion they violate any of our terms, rules, or policies, even if such a termination affects your right to a Commission or the amount of a Commission under the Affiliate Program.

6. Trademarks

a. You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks, and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Agreement. b. During the term of this Agreement, in the event that we make our trademarks available to you, you may use our trademarks so long as you follow the usage requirements herein. You must: (i) only use the images of our trademarks that we make available to you, without altering them in any way, (ii) only use our trademarks in connection with the Affiliate Program and this Agreement, (iii) comply with our Brand Usage Guidelines; and (iv) immediately comply if we request that you discontinue use. You must not: (i) use our trademarks in a misleading or disparaging way, (ii) use our trademarks in a way that implies we endorse, sponsor, or approve of your services or products; or (iii) use our trademarks in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

7. Proprietary Rights

No license to any software is granted by this Agreement. The IDIQ Services and IDIQ Content are protected by intellectual property laws. The IDIQ Services belong to and are the property of us or our licensors (if any). We retain all ownership rights in the IDIQ Services and IDIQ Content. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the IDIQ Content, or the IDIQ Services in whole or in part, by any means, except as expressly authorized in writing by IDIQ.

8. Confidentiality

a. As used herein, “Confidential Information” means any nonpublic proprietary information of a party (the “Disclosing Party”) that is disclosed to or made available to the other party (the “Receiving Party”) including, but not limited to, Commissions and any other information provided by IDIQ to Affiliate under this Agreement whether or not designated as confidential. Confidential Information does not include, and this Agreement imposes no obligations with respect to, information that (i) is or becomes part of the public domain other than by disclosure by a party in violation of this Agreement; (ii) was lawfully disclosed to a party by a third party prior to the effective date of this Agreement without a duty of confidentiality; (iii) is independently developed by a party outside of this Agreement and without reference or access to or reliance on any Confidential Information of the other party; or (iv) was lawfully obtained from a third party not known after reasonable inquiry to be under a duty of confidentiality owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to the Confidential Information of the Disclosing Party to its employees, contractors, and agents who have agreed to be bound by this Confidentiality provision. b. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so by any applicable law or valid legal order. However, before such disclosure and unless legally prohibited, Receiving Party shall notify Disclosing Party in writing of any such requirements so that Disclosing Party may seek, at Disclosing Party’s expense, a protective order or other remedy, and Receiving Party shall reasonably assist Disclosing Party therewith. If Receiving Party remains legally compelled to make such disclosure, it shall: (i) only disclose that portion of the Confidential Information that it is required to disclose; and (ii) use reasonable efforts to ensure that such Confidential Information is afforded confidential treatment. c. Upon the request of the Disclosing Party, Receiving Party shall destroy or return all Confidential Information to the Disclosing Party provided to it pursuant to this Agreement; provided, however, (i) the Receiving Party shall be permitted to retain copies of the Disclosing Party’s Confidential Information solely for archival, audit, disaster recovery, legal and/or regulatory purposes, and (ii) neither Party will be required to search archived electronic back-up files of its computer systems for the other Party’s Confidential Information in order to purge the other Party’s Confidential Information from its archived files; provided further that any Confidential Information so retained will (x) remain subject to the confidentiality, non-disclosure and limitations on use obligations and restrictions contained in this Agreement, and (y) be maintained in accordance with the retaining Party’s document retention policies and procedures.

9. Opt Out and Unsubscribing

You will promptly comply with all opt out, unsubscribe, “do not call,“ and “do not send” requests. For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, “do not call,” and “do not send” requests.

10. Term and Termination

a. Term. This Agreement will apply for so long as you participate in the Affiliate Program, until terminated. b. Termination for Convenience. Both you and IDIQ may terminate this Agreement on thirty (30) days’ written notice to the other party. Such notice to IDIQ shall be sent to: [email protected]. c. Termination for Cause. IDIQ may terminate this Agreement immediately if (i) you are in material breach of this Agreement, (ii) if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, (iii) if you have not referred an Affiliate Lead for more than 30 days, or (iv) if we determine that you are acting, or have acted, in a way that has or may negatively reflect or affect IDIQ, our prospects, or our members. d. Effects of Termination. Termination of this Agreement without cause by IDIQ shall not affect our obligation to pay you commission so long as the related payment by the Referred Member is recognized by us within thirty (30) days after the date of such termination. We will not pay you commissions on Referred Member subscriptions recognized by us after thirty (30) days after the date of such termination. In the event of termination without cause by you or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination regardless of whether you otherwise would have been eligible to receive Commission prior to the date of termination. Upon termination, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect. Upon termination, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s), social media, and other collateral. For the avoidance of doubt, termination of this Agreement shall not cause a Member’s subscription agreement to be terminated.

11. Indemnification

You agree to indemnify, defend, and hold IDIQ and its managers, directors, partners, officers, employees, agents and representatives harmless from any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”) arising out of (i) your participation in the Affiliate Program, (ii) our use of any data you provided to us, (iii) your non-compliance with or breach of this Agreement, or (iv) our use of the Affiliate Marks. IDIQ will notify you within thirty (30) days of its awareness of such Losses and will provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the Losses. You shall not accept any settlement that (i) imposes an obligation on IDIQ; (ii) requires IDIQ to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on IDIQ without our prior written consent.

12. Disclaimer

IDIQ MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE IDIQ SERVICES, IDIQ CONTENT, OR THE AFFILIATE PROGRAM FOR ANY PURPOSE. THE IDIQ SERVICES ARE PROVIDED “AS IS” AND IDIQ EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUALITY, AND ACCURACY. WITHOUT LIMITING ANY OF THE FOREGOING, IDIQ DOES NOT WARRANT: (i) THAT THE IDIQ SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; (ii) THAT THE IDIQ SERVICES WILL MEET YOUR REQUIREMENTS; (iii) AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE IDIQ SERVICES; (iv) THAT ANY INFORMATION PROVIDED THROUGH THE IDIQ SERVICES IS ACCURATE OR COMPLETE; (v) THAT THE IDIQ SERVICES WILL ALWAYS BE AVAILABLE; OR (vi) THAT ANY RESULTS MAY BE OBTAINED FROM USE OF THE IDIQ SERVICES. THE IDIQ SERVICES MAY CONTAIN BUGS, ERRORS, DEFECTS, OR HARMFUL COMPONENTS. IN ADDITION, YOU ACKNOWLEDGE THAT IDIQ DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE IDIQ SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. IDIQ IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. IDIQ IS NOT RESPONSIBLE OR LIABLE FOR ANY LOST OR INACCURATE DATA. IDIQ IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD-PARTY PRODUCTS, DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF OR ANY INTEGRATION THEREWITH, AND MAY CEASE MAKING ANY SUCH INTEGRATION AVAILABLE IN ITS DISCRETION.

13. Limitation of Liability

IN NO EVENT SHALL IDENTITY INTELLIGENCE GROUP, LLC DBA IDIQ, ITS PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, AND DIVISIONS (collectively, the “IDIQ ENTITIES”) BE RESPONSIBLE OR LIABLE TO YOU FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION, LOST PROFITS OR REVENUE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, COSTS OF DELAY, REPUTATIONAL HARM, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF SUCH DAMAGES IN ADVANCE. THE IDIQ ENTITIES’ MAXIMUM AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS AND DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE, SHALL NOT EXCEED THE TOTAL COMMISSION AMOUNTS YOU EARNED FOR THE RELATED REFERRED MEMBER SUBSCRIPTION IN THE SIX-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM. THIS LIMIT OF LIABILITY IS EXCLUSIVE AS TO ALL REMEDIES AND THE LIABILITY CAP SHALL NOT BE COMBINED WITH ANY OTHER LIMITS OF LIABILITY SO AS TO INCREASE THE CAP VALUE IN ANY INSTANCE OR SERIES OF INSTANCES. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION, THE IDIQ ENTITIES’ LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE.

14. Data Processing and Protection

IDIQ and Affiliate will protect the personally identifiable information (“PII”) of Affiliate Leads and Referred Members in accordance with this Section 13, as follows: a. PII Defined: For the purposes of this Agreement, PII shall mean “Confidential Information” as defined in Section 8 including, for clarity, all information accessed by or supplied to each party about Affiliate Leads and Referred Members if the information identifies an Affiliate Lead or Referred Member or if an Affiliate Lead’s or Referred Member’s identity can be ascertained either from the PII itself or by combining the PII with information from other sources. PII shared, obtained from, or associated with an Affiliate Lead or Referred Member including, but not limited to, credit scores, reports, alerts, and monitoring information, is part of IDIQ’s Confidential Information and will not be provided to or available for access by Affiliate. b. Storage of PII: Each party agrees, represents, and warrants that said party collects and stores PII relating to Affiliate Leads or Referred Members in accordance with said party’s privacy policy and that said privacy policy is, and will continue to be during the term of this Agreement, in compliance with all applicable state, federal, and local laws, rules, and regulations. c. Protection of PII: Each party shall maintain adequate physical, technical, and administrative safeguards designed to ensure the security and confidentiality of PII; protect against threats or hazards to the security or integrity of PII; protect against unauthorized access to PII; and shall immediately notify the other party in writing of any actual or suspected breach of the confidentiality of PII. d. Disclosure of PII: Each party agrees, represents, and warrants that said party will protect PII from improper disclosure or use by said party and its employees, agents, third party contractors, or affiliates. Each party agrees, represents, and warrants that said party currently uses, and will continue to use, accepted commercially reasonable industry practices and methods for protecting PII from improper disclosure or use. Each party agrees that it shall not disclose PII to third parties except at the specific written direction of the other party, Affiliate Lead, or Referred Member. e. Ownership of PII: To the extent that a party collects PII or data directly from an Affiliate Lead or Referred Member, said party owns said PII or data. f. Proper Use of PII: Each party agrees, represents, and warrants that said party will only use PII in compliance with then existing applicable state, federal, and local laws, rules, and regulations. Each party agrees that it shall not use PII except as necessary to fulfill its obligations under this Agreement.

15. Miscellaneous

a. Modification. We may make updates or changes to this Agreement from time to time. You agree to review this Agreement from time and time and agree that you will be bound by such changed terms unless you choose to terminate your participation in the Affiliate Program. You also agree that IDIQ has the right to terminate the Affiliate Program at any time. b. Waiver. The failure by IDIQ or Affiliate to insist upon strict performance of any provision of this Agreement shall in no way constitute a waiver of its rights under this Agreement, at law or in equity, or a waiver of any other provision(s) or subsequent default by the other party in the performance of or compliance with any of the terms of this Agreement. Neither party shall be deemed to have waived any provision of this Agreement unless such waiver is in writing and signed by both IDIQ and Affiliate. c. Independent Contractors. The parties to this Agreement are independent contractors and nothing in this Agreement shall be deemed or construed as creating a joint venture, partnership, agency relationship, franchise or other. Neither Party by virtue of this Agreement will have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other party. d. Governing Law. This Agreement shall be governed by the laws of the State of California without regard to conflict of laws principles. e. Dispute Resolution. IDIQ and Affiliate agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance, enforcement, or breach of this Agreement shall be determined by arbitration to be held in Riverside County, California, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The prevailing party in any action to enforce this Agreement shall be entitled to its costs and fees (including reasonable attorneys’ fees and expert witness fees) incurred in connection with such action. If the arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. f. Timeliness of Performance. Neither IDIQ nor Affiliate shall incur any liability due to failure or delay in performance of any obligation caused by Force Majeure, at least for the duration of the Force Majeure; provided, however, that the affected party shall immediately notify the other in writing of the existence of the Force Majeure and the effect on its ability to perform its obligations under this Agreement, and that the affected party undertakes all reasonable efforts to mitigate the impact of the Force Majeure on the other party. The term “Force Majeure” shall mean and include without limitation any Act of God or any other circumstance of a similar nature beyond the reasonable control of an affected party including, but not limited to, acts of war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters (but excluding any act or omission by an affiliate of such party). g. Notices. Any notice or other communication pursuant to this Agreement shall be sufficiently made or given on the date that is three (3) business days following mailing if sent to such party by first class mail, postage prepaid, return receipt requested, addressed to it at its address below for IDIQ or to the address on file for Affiliate or as it shall designate by written notice given to the other party, or if sent by email on the day so sent, unless sent after 5:00 pm Pacific standard time, in which case it shall be deemed given on the next following business day. Notice to IDIQ shall be sent to: IDIQ Attn: Legal 43454 Business Park Drive Temecula, CA 92590 Email: [email protected] IDIQ may give notice to Affiliate at the address on file or by email to the email address(es) on record h. Entire Agreement. This Agreement is the entire agreement between IDIQ and Affiliate for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral, or written, between IDIQ and Affiliate. Except as otherwise expressly provided in this Agreement or the applicable SOW, no amendment to, or change, waiver or discharge of, any provision of this Agreement shall be valid unless in writing and signed by an authorized representative of each of the parties. i. Assignment. Affiliate will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all its assets, change of control, or operation of law, without IDIQ’s written consent. IDIQ may assign this Agreement to any affiliate or in the event of a merger, reorganization, sale of all or substantially all of its assets, change of control, or operation of law. j. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity, other than the parties hereto, any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. k. Authority. Each party represents and warrants that it has the full power and authority to enter this Agreement and that it is binding upon such party and enforceable in accordance with its terms. l. Severability. If any provision of this Agreement (or any portion thereof) is determined to be invalid or unenforceable the remaining provisions of this Agreement shall not be affected by such determination and shall be binding upon IDIQ and Affiliate and shall be enforceable as though said invalid or unenforceable provision (or portion thereof) were not contained in this Agreement. m. Survival. The following provisions of this Agreement shall survive and termination or expiration of this Agreement: Sections 7, 8, 10(d), 11, 12, 13, and 15.