2Performant Terms of Services, Privacy Policy and Data

Processing Appendix as Joint Controller

Terms of Services

Welcome to 2Performant.com - a marketplace for performance marketing programs dedicated to e-commerce industry - an
affiliate network with a new approach (the "Platform", as defined in Section 2 below).

In order to use the Platform, You have to agree on this entire document, which constitutes the legal binding agreement
between our Users (You) and Us ("2Performant", as defined in Section 1 below) and governs all relationships between
them (the "ToS" as defined in Section 2 below). As We're updating this document from time to time, if You have a
2Performant account, We will inform You by email, each time We do so.
We're sure You've seen this kind of documents hundreds of times before, but please read it carefully before creating an
account and use Our Platform.
We're very serious about respecting all applicable laws AND about respecting this legal agreement in all aspects.
Before going deep to legal details, here are the principles We believe in:

A. Everyone is here to learn and make money in a respectful manner. We are kindly asking You to keep all discussions
and correspondence on a civilised level but taking into account cultural and personality differences;
B. We do believe that any problem may be solved through communication and a problem solving, business oriented
attitude, as long as there is no bad faith involved. We are here to work together for the long run and We wish to build
long-lasting, win-win-win relationships, intended to bring value added to each partner;
C. Online marketing is constantly evolving: new traffic sources and new advertising formats arise every day and
consumers' shopping decisions are influenced in ever so different manners. If a partner does anything that You do not
understand, it does not necessarily mean that there is something wrong or that You are being fooled in any way.
Always ask before drawing any conclusions and always try to see things from Your business partners' perspective;
D. We are as transparent as We can be, subject to privacy and confidentiality restrictions herein. We are sharing best
practices and aggregate or anonymized figures/data, with the aim of ensuring that everyone has a fair chance to
rapidly evolve, thus bringing value added to the ecosystem;
E. We are a marketplace, not an advertising agency nor an advertising network. We bring You together and provide
technical means for You to work together, but We do not guarantee instant sales but We are doing anything within our
power to attract better and motivated people to work and get more sales together.

That being said, if You breach the applicable Law and/or this document and You do not remedy it - should it be subject to
remediation as per provisions herein - We will enforce our rights and our honest partners' without second thoughts.

1. PARTIES

This agreement governs legal relationships between 2Performant Network SA, a Romanian based company bearing sole
identification number (CUI) RO 26405652, registered with Romanian Trade Register under number J40/493/18.01.2010 with
its headquarters in Str.Vulturilor, nr. 98A, Spatiul Comercial Et.1 - Unitatea Est, Unitatea Sud, Unitatea Nord, Sector 3,
Bucuresti 030857, bank account IBAN no. RO29 INGB 0000 9999 0460 8471 opened at ING Office Unirii, Bucharest, phone
no. +40 372 979 295, email address contact@2Performant.com ("2Performant", "We", "Us"), as owner, provider and
operator of the Platform, and Platform's Users, meaning:
Affiliates - legal or natural persons aged over 18 years, holding duly registered Affiliate Accounts in the Platform, who act as
professionals, willing to send online traffic to be tracked by 2Performant and paid by Advertisers, on a 'Cost per Action'
and
Advertisers- legal entities who own or have the right to run eCommerce websites, holding a duly registered Advertiser
Account in the Platform, who are acting as professionals and who are willing to benefit from Promotion of their Websites and
Products by Affiliates, against Commissions to be paid on a 'Cost per Action' model.
Some of Sections herein below shall apply exclusively to Advertisers (Sections 7.1., 7.2. and 8.3.), others shall exclusively
apply to Affiliates (Sections 7.3. and 8.2.), while the remaining Sections shall apply to all Users.

2. DEFINITIONS
Unless otherwise expressly defined herein, the following terms in capital letters shall bear the following meanings:

Action means any Sale or Lead, as such are defined below; Action may be also called Conversion within 2Performant
platform.
Advertising Tool means banners (of any size), text-links, text-ads, e-mails, videos as made available through Affiliate
Programs, or quick links generated by Affiliates through the Platform, in view of being used by Affiliates for Products' (and/or
Advertisers Websites) Promotion;
Affiliate Program means the performance program initiated by the Advertiser through the Platform, in view of its Website
and Products being Promoted by Affiliates that have been previously accepted by the Advertiser; any Affiliate Program shall
specify at least the following: (i) available Product Feeds (if the case) and Advertising Tools; (ii) amount of applicable
Commission; (iii) applicable Cookie Life, (iv) applicable Approval Time;
Affiliate Commission means the performance-related payment amount to which Affiliates are entitled for each and all
completed Actions, as per Section 6 below; Approval Time means the maximum time-frame available to Advertiser for
rejecting or accepting any Commissions generated from completed Actions. Approval Time depends on each Affiliate
Program and it is indicated therein;
Client means any third party who clicks any Advertising Tool displayed on the Affiliate's Traffic Source and is, thus, directed
to the relevant Advertiser's Website;
Cookie Life means the time-frame established in each Affiliate Program, during which the Action completed by Clients that
have been directed to the Advertiser Website, by the Affiliate, are tracked by 2Performant Platform and establish entitlement
to receive Commission from the Advertiser. The Cookie Life varies from a Affiliate Program to another and it restarts at every
"click" made by a Client on an Advertising Tool displayed through a Traffic Source of an Affiliate within a certain Affiliate
Program;
Lead means an Action (as specified by the Affiliate Program) taking place on the Advertiser Website within the applicable
Cookie Life, following the referral of a Client to the Advertiser Website, through an Advertising Tool displayed by the Affiliate
(i.e. form submission, survey completion, client registration, newsletter subscription, as specified by the Advertiser);
Product Feed is a file made up of a list of Products and attributes of those Products organised so that each Product can be
displayed, advertised or compared in a unique way. A Product Feed typically contains product images, title, Product
identifier, marketing copy, Product attributes and prices. Product Feeds supply the content that is presented on many kinds
of e-commerce and Affiliates' websites such as search engines, price comparison websites, and other similar aggregators of
e-commerce information; Advertisers can (but are not obliged to) upload .csv Product Feeds in the Platform and Affiliates
can create, download and use .csv and .xml Affiliate Product Feeds, based on one or more Product Feeds provided by
Advertisers;
Platform means www.2performant.com together with its sub domains (if any, from time to time), together with the software
application and technology comprised therein, that are owned, operated and managed by 2Performant and, subject to the
terms and conditions herein, allows Advertisers to run affiliate marketing campaigns (i.e. Affiliate Programs, as defined
herein) to Promote their Websites and Products through Affiliates;
Products mean any and all goods and/or services owned/provided by any Advertiser, available for being purchased by
Clients on Advertisers Websites;
Sale means any purchase of Products performed by any Client via the Advertiser Website within the applicable Cookie Life,
after such Client having been directed to the Advertiser Website through an Advertising Tool displayed by the Affiliate;
Service Package means one of the service packages contemplated in link www.2performant.com/pricing/ to be selected by
any and each Advertiser when applying for registration of its Account with the Platform;
ToS means this agreement together with all its appendices, as they may be amended from time to time, governing the legal
relationship between 2Performant and both the Advertisers, on one hand, and the Affiliates, on the other hand;
Traffic Source means any website or other source of online traffic that is used by Affiliates to promote Advertisers Websites
by means of Advertising Tools ("Promoting", or "Promotion"). It could be a website owned or rightfully operated by an
Affiliate, a third party placement where the Affiliate incorporates commercials including but not limited to Google AdWords,
Facebook ads, other advertising network, a commercial newsletter sent to a list of email accounts that have been previously
gathered for this purpose subject to their owners' agreement, a social network, communities, forums, etc;
2Performant Commission means the performance-related amount to which 2Performant is entitled for each and all
completed Actions, as per Section 6 below; Affiliate Commission and 2Performant Commission generated from an Action
shall be deemed as the "Commission";
User (You) means Affiliates and/or Advertisers, either individually or collectively, depending on the context.
(Advertiser) Website means the website that is owned or otherwise rightfully operated by any Advertiser and is registered
with the Platform during registration of Advertiser Account and where Actions take place;

3. REGISTRATION

Without prejudice to any additional requirements herein (including those related to payment of Deposit), for the purpose of
being registered with the Platform and become party to these ToS, any User must register for an account in the Platform
(the "Account") and provide all the required information during such registration process.
Any User shall provide to 2Performant full name, email, a unique identification number (VAT code or, as the case may be,
personal identification number) and the country (or countries) he's active in. In addition: (i) Affiliates shall provide details
regarding the Traffic Sources they use for Promotion; and (ii) Advertisers shall provide details regarding the Website
intended for Promotion, it's category, all countries where Advertiser sells Products, currency used for cashing in the
Products' prices, Commissions amount, the Service Package, payment and invoicing details. Advertiser is also required to
make an initial down payment (the Deposit, as detailed in Section 7.1.) amounting 5 times the Monthly Subscription
corresponding to the chosen Service Package but not less than EUR 991.
By checking the box in the Platform, stating that the User has unconditionally read, understood and agreed with these ToS,
and then by clicking the confirmation link (received in the email address You provided to Us in the first signup step), You
submit to Us an offer to conclude this binding agreement to govern Your participation in the Platform (the "User Offer").
If 2Performant accepts User Offer, this will be confirmed by e-mail to the account indicated by the User during registration
process ("Offer Acceptance"). This will include details of the relevant Offer Acceptance: username, email, IP, as well as a
pdf version of the ToS, as accepted by the User and entered into between 2Performant and the User ("Executed ToS"). The
date the Offer Acceptance reaches User's email account shall be deemed as execution date of these ToS by the respective
User, unless the User starts using the Platform earlier (in each case, the "Execution Date") . The ToS shall commence on
the Execution Date and shall remain in full force and effect until terminated according to Section 12.
Subject to User's written request submitted to 2Performant at any time during the term of these ToS, 2Performant shall
provide a pdf copy of the Executed ToS.
For the avoidance of any doubt, 2Performant reserves the right to refuse any User Offer without citing any reasons for its
refusal. In such case, the User's data transmitted to 2Performant during registration process will be deleted without delay.

4. WORKING TOGETHER

All Affiliates and Advertisers operating, active and duly registered Accounts with the Platform may work together subject to
the terms and conditions herein. Affiliate Programs' details are available in the Platform and Affiliates may express their
intention to work together with one or more Advertisers by applying to their respective Programs.
Affiliate's application for a certain Affiliate Program is deemed as its full unconditional acceptance of the participation terms
and conditions that are displayed in the context of the Program, as well as (should it be the case) of any additional
conditions required to be complied with, when submitting an application to the said Affiliate Program. All these conditions
become integral part of agreement herein. Should any of the provisions under these ToS conflicts or, in any way is in
contradiction with the terms of use or any other terms and conditions provided by any Advertiser, the provisions of these
ToS shall prevail. Any Affiliate may apply for any available Affiliate Program, no Promotion obligation being undertaken or
supposed to be undertaken. Acceptance by Advertiser of Affiliate's application to an Affiliate Program is deemed as the
Advertiser's acceptance to benefit from Promotion by Affiliate in the respective Program, in exchange of Commissions the
Advertiser undertakes to pay, as per these ToS.
Advertiser may freely approve or refuse any application submitted by any Affiliate with respect to any Program run by the
respective Advertiser in the Platform, by citing explanation for its refusal. Advertiser may also, at any time, amend the
conditions of Affiliate Program or may terminate it, with effect for the future, only after having notified his Affiliates in
advance with the number of days equal to the Affiliate Program's Cookie Life-time, but not more than 30 days. Affiliates
have no claim to any further compensation (expenses, costs etc) for such modification. In any case, We make
recommendation that Affiliates acceptance and refusal time-frames be as short as practicably possible. Affiliates may start
Promoting an Advertiser and then discontinue doing so, without providing any explanation. Moreover he can leave any
Affiliate Program without any explanation.
Having once approved Affiliate's participation into a Affiliate Program, the Advertiser may remove (temporarily exclude) or
ban (permanently exclude) it, at any time, from the Program, by providing explanation in this respect and without having to
pay any Commissions for the exclusion period. A prior notice of applicable Cookie Life time but not more than 30 days will
be issued electronically by the Platform and sent to Affiliate, whenever an Advertiser removes or bans the latter from its
Programs. Once the removal term has expired, another notification will be automatically issued electronically by the Platform
to the Affiliate, who will be also informed by e-mail.
Affiliate shall only use the Advertising Tools made available by the Advertiser through the Platform and shall Promote the
Advertiser in a respectful ethical and business oriented manner. If he wishes to use other tools, he shall priory ask
permission from the Advertiser and will be able to use other tools only subject to Advertiser's prior agreement.
Affiliates have to be transparent with regard to their Traffic Sources, to both 2Performant and the Advertisers that are
running the Programs to which the Affiliates participate. However if, by exception, sharing information regarding Traffic
Sources subsequently results in sharing sensitive competitive details or know how of Affiliates businesses, it is, however,
mandatory to disclose exact and complete Traffic Sources with 2Performant, subject to the latter's request. Following such
disclosure, 2Performant may agree or refuse, at its sole discretion, to confirm to Advertiser that the Affiliate is/not in
compliance with these ToS and the Law.
Should Affiliate not disclose details of its Traffic Source to Advertisers (even though such information might have been
shared with 2Performant) the Advertiser, in its sole discretion, may remove (temporarily deactivate) or ban (permanently
deactivate/exclude) those Affiliates from their Programs, without having to pay any Commissions.
Any time Affiliates are removed or ban from the Affiliate Programs, as well if Affiliates are, otherwise, in breach of this ToS
and/or the Law, 2Performant may immediately suspend Affiliates Accounts with the Platform, without payment of
corresponding Affiliate Commissions.

5. TRACKING

Through the Platform, 2Performant provides technical means for the Advertisers creating and managing Affiliate Programs
and ensures tracking of all traffic sent by Affiliates to Advertisers Websites and of all Actions generated by Clients redirected
from the Traffic Sources used by Affiliates through Advertising Tools; the Platform also provide technical means for
calculation, billing, collection and payment of Commissions.
Tracking done by 2Performant is based on 2 main instruments:

a. Tracking Code to be integrated by the Advertisers on their Action confirmation pages or "thank you" pages.
Advertisers must keep the Tracking Code correctly integrated and operational during their entire collaboration with
2Performant, based on these ToS; and
b. Cookies to be added in Clients' browsers when they click any Advertising Tool.

Having once duly registered its Account with the Platform and prior to initiating any Affiliate Program, the Advertiser shall
integrate into his Website (in the "Actions' confirmation" page, or "Thank you" page), the Tracking Code provided by the
2Performant Platform (in section dedicated to Affiliate Program's details). Tracking Code is designed to monitor the Clients
directed by Affiliates to the Advertisers Websites and to record the Actions completed by these Clients within the applicable
Cookie Life ("Tracking").
Tracking Code provides the Platform information regarding the price of the Action completed by the Client as well as the
order's details (as provided/set by the Advertiser); based on such information the Platform ensures calculation of the
corresponding Affiliate Commission. 2Performant will verify the Tracking Code's integration accuracy by every new
Advertiser registered with the Platform and may carry out periodic verification to detect any inaccuracies, with the aim of
ensuring Tracking of Clients and Actions on the Advertisers Websites to be completed correctly.If Tracking Code is
removed, disabled, out of work or it is in any other way malfunctioning ("Malfunctions"), 2Performant is entitled to
immediately suspend (temporarily deactivate) the relevant Advertiser Account from the Platform, without notification, and the
Advertiser shall pay penalties to 2Performant, for the entire duration of such Malfunctions. The duration of Malfunctions
("Malfunctions Duration") shall be deemed as the time starting with the date the last Commission was generated by the
relevant Affiliate Program (or, as the case may be, the time when the Affiliate Program started, if there are no Commissions
generated) until the Malfunctions have been fixed. Penalties owed by the Advertiser to 2Performant shall be determined as
follows2:

if the period starting with the beginning of the Affiliate Program until Malfunctions have been observed is more than 6
months, penalties will be calculated based on the average amount of Commissions Accepted by the respective Affiliate
Programs during 3 months prior to Malfunctions' establishment, pro rata with the Malfunctions' Duration;
if the period starting with the beginning of the Affiliate Program until Malfunctions have been observed is less than 6
months, or if there was no Commission generated by the respective Affiliate Program, penalties will be calculated
based on the average amount of Commissions Accepted by the same category of Programs run by the Platform
during 3 months prior to the Malfunctions' establishment, pro rata with the Malfunctions' Duration;
if the period starting with the beginning of the Affiliate Program until Malfunctions have been observed is less than 6
months, or if there was no Commission accepted by the respective Affiliate Program, and the Platform did not run any
Program of the same category with the relevant Affiliate Program, penalties will be calculated based on the average
amount of Commissions Accepted by any and all other Programs that are still running by the Platform, during 3 months
prior to the Malfunctions' establishment, pro rata with the Malfunctions' Duration.

For the avoidance of any doubt, any commissions generated in 2Performant Affiliate Master Account (meaning the account
used for testing the Tracking Code) shall not be taken into account.
Penalties shall be immediately deducted by 2Performant from Advertiser Deposit3 and they will be used to pay Affiliate
Commissions for the entire Malfunctions Duration to all Affiliates participating to the relevant Affiliate Program. The amount
of Affiliate Commission owed to any such Affiliate will be calculated based on the number of clicks directed by Affiliate to the
relevant Advertiser's Website during Malfunctions Duration, multiplied by the click's value. The click's value is established by
dividing the penalties' amount (as deducted from the Advertiser's Deposit) divided by the entire number of clicks directed to
the said Advertiser's Website by all Affiliates during the entire Malfunctions Duration.
The Platform generates unique Advertising Tools' codes that shall be displayed by Affiliates for each Advertising Tool that is
used, thus ensuring a proper Tracking of the Actions completed by the Clients that have been directed by the Affiliates within
each Affiliate Program.
Information gathered with respect to online traffic (either directed or received) and completed Actions are made available by
the Platform, both in details (one by one, in case of Actions) as well as in aggregate form, in statistics section.
2Performant statistics are always available to the User, in its Account, where he may always check the number of clicks
directed/received, the Advertising Tools that have been used as well as the generated Commissions and their status. These
statistics are automatically generated by the Platform; they are not available to public but only to the User and 2Performant.
2Performant is always entitled to use such data, either in full or in part, in anonymized and/or aggregate form, for marketing
or statistics purposes.
For the avoidance of any doubt, only the Tracking performed by 2Performant is relevant for the identification of the
completed Actions and calculation of accrued owed Commissions.
2Performant Platform uses Cookies to Track the Actions concluded by the Advertisers with the Clients directed through
Advertising Tools used by Affiliates active in Advertisers Programs, during each Cookie Life. Cookies are added in the
Clients' browsers when they click on an Advertising Tool. Having once gone through 2Performant redirect, Cookies are
integrated in Client's browser even though the Promoted Website is not visited by the Client.
2Performant uses only "Last Click Attribution" model - meaning that each Cookie placed by a click of a Client on an
Advertising Tool overwrites any potential previous Cookies placed through other Traffic Sources - so the last Affiliate who
redirected the Client before an Action (during applicable Cookie Life) is entitled to earn the corresponding Affiliate
Commission.
In order for an Affiliate being entitled to use an Advertising Tool he has to participate in the relevant Affiliate Program. The
Advertising Tools placed by Affiliates that are not active (any more) in the Affiliate Program - either following (temporary)
suspension of their Accounts, Advertisers refusal to accept Affiliates participation in their Programs, termination of these
ToS, etc - do not redirect clicks to the Advertisers Websites and do not add Cookies. Should this be the case, irrespective if
Clients complete any Actions for the Advertisers the Platform does not register them for the purpose of Commissions and
neither 2Performant nor the Advertisers have any obligations to pay any Commissions.
Cookies are vastly used by online services to improve and customize Clients browsing experience and deliver better
advertising. If however a Client disables cookies in a browser, it is outside the Tracking area of 2Performant's Platform and
the Actions cannot be Tracked and recorded in the Platform, 2Performant being released from any liability in relation thereto,
by both Advertisers and Affiliates.
Subject to the terms and conditions herein, 2Performant shall use reasonable efforts to ensure maintenance and operability
of the Platform at all time.

6. COMMISSIONS

When a Client performs an Action on the Advertiser's Website, a notification will be issued electronically by the Platform and
send to the Affiliate who generated such Action and to the respective Advertiser; they will be also informed by e-mail
regarding the value of the generated Commission.
Procedure set forth below regarding Commissions' approval, modification or rejection shall accordingly apply.
Subject to fulfilment of the following cumulative conditions, 2Performant and the Affiliate are entitled to be remunerated by
Advertiser, as per these ToS:

an Action has been completed by a Client on the Advertiser Website;

Advertiser received full price for the respective Sale, in case the Action consists in a Sale or, as the case may be
Advertiser received confirmation of Action, if the Action consists in a Lead;
there are no errors identified by the Advertiser in relation to the relevant Action and no Products (involved in the
relevant Sale, should this be the case) have been returned to Advertiser and there are no doubled item and no refund
made to the Client;
Affiliate fully complied with the relevant Affiliate Programs terms (including interdiction to use fraudulent methods or
Artificial Traffic).

In case of completed Actions whose value was later modified (for whatever reason, e.g. insufficient Product stock, Products
return, etc) a proportional corresponding amendment of corresponding Affiliate Commission will be done.
Any Affiliate Commission may fall under the following categories:

Pending: is the first status that a generated Commission has. When an Affiliate Commission has the 'Pending' status it
means that an Action has been completed as per these ToS and the cumulative fulfilment of conditions set forth above
is checked by the Advertiser;
Rejected: it means that the Commission is not eligible for payment it is not owed and it will not be paid by Advertiser. A
Commission may be rejected if any of the conditions above is not met;
Approved4: it means that, as a result of all cumulative conditions above under this Section 6 being met, or the
Approval Time elapsed without the Commission having been rejected by Advertiser; in case the Approval Time is not
respected by Advertiser, Commissions are automatically Approved by the Platform and shall be deducted and paid out
of the Advertiser's Deposit;
Payable: it means that the Commission is eligible for payment to the Affiliate, automatically after being approved in a
pre-paid Affiliate Program or after having been paid by the Advertiser for a post-paid Affiliate Program; Commission is
eligible for payment and it will be paid subject to the Affiliate request, as per these ToS;

Except if otherwise expressly provided herein, once having been Approved, a Commission cannot be diminished, Rejected
or otherwise modified by the Advertiser.
Commissions are being calculated as percentage of the value of Sales generated for the Advertiser or fixed amount for
Leads or Sales, as per these ToS. Such percentage is applied to the net amount (excluding VAT or any other taxes) and
final amount (after having applied all discounts offered by the Advertiser over the list prices) of Products bought by the
directed Clients. Transportation charges applied for delivery of Products purchased by Clients on Advertisers Websites are
NOT generating Commissions.

Advertisers may: (i) decrease Commissions applicable to a certain Program, subject to priory notifying all Affiliates
participating into such Affiliate Program; a prior notice of applicable Cookie Life time but not more than 30 days shall be sent
in this respect; or (ii) increase the Commission. In all situations, the Platform notifies by email all Affiliates who are active in
the relevant Affiliate Program.
Customised conditions (for ex, preferred Commissions, either higher or lower than the standard available for the respective
Affiliate Program, as well as different Cookie Life-time) may be offered to Affiliates.
Any Advertiser may grant bonuses to Affiliates, in any amount he may consider appropriate. Bonuses are automatically
Approved and shall be immediately disbursed from the available balance of the Deposit to the Affiliate Commissions
Payable account.
Approved4 Affiliate Commissions are time-barred after three (3) years from the date when each such commission was
credited to the Affiliate Account. Should the 3 year term expire without 2Performant having received any payment request
from the entitled Affiliate, 2Performant shall have no obligation either to pay the so accrued commissions to Affiliates, or to
reimburse them to Advertisers.

7. PAYMENTS

7.1. Advertisers

The only available payment model in the Platform is prepaid5, at a "cost per action" (CPA) model.
Advertisers will decide upon the amount of Commissions applicable to any and each Affiliate Program they run and shall
display them in the Platform. 2Performant shall transparently allocate the Affiliate Commissions and 2Performant
Commissions, out of such Commissions, according to these ToS.
At the registration of his Account with the Platform, each Advertiser shall select a Service Package and shall perform
payment of Deposit5. Deposit is prepaid and amounts 5 times the Monthly Subscription corresponding to the chosen Service
Package, but in any case, not less than EUR 99. For the avoidance of any doubt, this EUR 99 threshold will cease to apply
to any further payments required to credit the Deposit, according to these ToS.
A confirmation email, stating the selected Service Package, as well as the corresponding Monthly Subscription shall be sent
to the Advertiser, promptly after registration of his Account with the Platform.
Monthly Subscription corresponding to the respective Service Package (as per Appendix 1), Commissions and, as the case
may be, penalties and/or any amounts due as result of Advertiser's liability according to these ToS will be deducted by
2Performant and, as the case may be, they will be paid from Deposit.
No Affiliate Program may be initiated or activated in the Platform until the Deposit is paid in full by the Advertiser to
2Performant.
Advertisers shall always keep Deposit balance in sufficient amount to allow deduction and payment of Monthly Subscription
and Commissions, according to the terms and conditions herein.
2Performant shall start notifying the Advertiser, by sending notifications to Advertiser, whenever Deposit balance goes below
the estimated level for the Affiliate Program to run for the next 14 days, and by sending notifications to both Advertiser and
the enrolled Affiliates in the Affiliate Program whenever Deposit balance goes below the estimated level for the Affiliate
Program to run for the next 5 days.
If the Deposit balance becomes EUR 0 or lower, 2Performant will notify the Advertiser and the enrolled Affiliates and it is
entitled to suspend (temporarily deactivate) the Affiliate Program from the Platform - meaning that:

no Advertising Tools will be functional

no traffic will be received in the Advertiser Website
the Commissions will be generated6 if the Actions are completed during the Affiliate Program's Cookie Life and, if the
case may be, an Affiliate Program's Cookie Life has not yet passed since the Advertiser announced the closure of the
Affiliate Program with a prior notice

2Performant will re-activate the Affiliate Program only after the Deposit has been credited with the required amount.
Advertisers may credit their Deposit account with the Platform either manually or by setting up automatic payment (in such
latter case, the amounts crediting the Deposit as well as Deposit threshold have to be also established by Advertiser).
Advertisers may choose to upgrade / downgrade their Service Packages to any service package available at that time in the
Platform, as per Appendix 1 www.2performant.com/pricing. Change of Service Package will be automatically done, in no
more than 24 hours from the Advertiser's request, however, subject to payment of all amounts due by the Advertiser as per
these ToS.
A confirmation email indicating the new Service Package, as well as the corresponding Monthly Subscription shall be sent
by 2Performant to the Advertiser, before the new Service Package comes into effect.
Monthly Subscription for the ongoing month shall be calculated pro rata as follows: (i) the Monthly Subscription
corresponding to the previous Service Package shall be paid pro rata with the number of days from the relevant month, until
the Service Package is upgraded/downgraded; and (ii) the Monthly Subscription corresponding to the new Service Package
shall be paid pro rata with the number of days remained out of the relevant month, following the change of the service
package.
In case the Service Package is changed, Advertiser must ensure he fits in the new applicable limits regarding Affiliates,
clicks, banners, etc, available under the new package. Once an Action is completed by a Client, the corresponding owed
Commission shall be automatically made 'unavailable' and accordingly deducted from the balance of the Advertiser's
Deposit. If Commission is:

Approved (as per these ToS), the Affiliate Commission immediately becomes Payable (except in case of post paid
contracts);
Rejected by Advertiser within the Approval Time, the Advertiser's Deposit account shall be reimbursed with the
corresponding Commission.

7.2. Invoicing

Once the Advertiser pays the Deposit as well as whenever he performs any payments to 2Performant, based on these ToS,
2Performant shall issue corresponding invoice.
Invoices will be sent to Advertiser in electronic format, by email, to his address indicated in the Advertiser Account. Invoices
will be available for download in the Platform "Billing Section".

If the Advertiser is registered as VAT taxable person in a state member of European Community, it is registered with VAT
Information Exchange System (V.I.E.S.) and provides 2Performant with the accurate VAT registration number, the invoiced
amounts will not bear VAT. If the Advertiser is registered in one of Europeans Union country and it is not registered in VIES,
the invoices issued by 2Performant will bear the applicable VAT from the Advertisers country.
Payment of Deposit as well as any payments due by Advertisers to 2Performant are deemed as duly performed when fully
cashed in by 2Performant.
On the termination of these ToS with a Advertiser, 2Performant will return all amounts available in the Advertiser's Account,
after having processed all Commissions owed according to these ToS and provided that there are no penalties, liabilities or
claims against the Advertiser.

7.3. Affiliates

Subject to the terms and conditions below, the Approved Affiliate Commission shall be disbursed to the entitled Affiliate
within 7 days from receiving valid payment request.
Once the Approved Affiliate Commissions reaches minimum disbursement amount of EUR 25 or RON 1007 – no
2Performant bonuses included, and provided that: (i) the Affiliate's payment profile in his Account has been fully and
accurately filled in; and (ii) the Affiliate re-confirms its adherence to the ToS in force at that time, by checking the button
Submit in the Platform, Affiliates are entitled to require payment of such commissions, by submitting a payment request to
2Performant.
Notwithstanding anything to the contrary, if the minimum disbursement amount has not been attained, it will remain in the
Approved Affiliate Commission Account and carried forward until the minimum disbursement amount is reached. No interest
will be paid or due on the credit balance of Affiliate Commissions that have not been yet disbursed to Affiliate.
Having once received a valid payment request from an Affiliate, a notification will be issued electronically by the Platform
and sent to the Affiliate who will be also informed by e-mail. Notification will include information regarding the exact amount
to be paid to Affiliate after all due (withholding) taxes having been deducted, according to these ToS. Same notification
procedure applies when the requested payment is effectively performed. 2Performant will make the payment within 7 days
from receiving a valid payment request and always provided that EUR 25 or RON 1007 minimum disbursement amount has
been reached for the Affiliates – no 2Performant bonuses included.
The amount owed to Affiliate, as diminished with all due charges (related to bank transfer and payment method and/or
payment service) will be paid into his bank account specified in the payment profile of the Affiliate Account. However,
2Performant, at its sole discretion, may choose to undertake and pay, either in full or in part, any charges attached to any
payments owed to Affiliates during certain marketing campaigns or promotions. In case of Affiliates legal entities, payment is
subject to the relevant invoice having been previously uploaded to the Platform by the Affiliate.
In case of Affiliates, natural persons, 2Performant shall withhold 16% from owed Affiliate Commissions (as such amount
might be amended by applicable Law).
In case of Romanian Affiliates, additional requirements may apply, according to legislation. In case of Affiliates, legal
persons, Commissions owed shall be paid in full without any deduction in terms of taxes, against invoices to be priory issued
by Affiliate (subject to VAT or not, depending on the applicable local legislation) and uploaded to the Platform in this respect.
Affiliates not residing in Romanian remain fully and exclusively liable for any and all charges and/or taxes applicable under
their local legislation in relation to the incomes received or accrued under these ToS.
2Performant, in its sole discretion, may perform marketing campaigns, offer bonuses or vouchers for both Affiliates and
Advertisers. Any and all payments under these ToS will be referred to in EUR , with a detailed view in RON, for Romanian
Affiliate Programs. Any other currencies used in relation to Actions or other operations (including corresponding
Commissions) will be converted in EUR , by using an exchange rate-European Central Bank, any National Bank exchange
rate or a exchange rate established by 2Performant based on official national exchange rates available for all Users and
published by the Platform.
2Performant may freely choose to use any money transfer service to facilitate payments between participants to the
Platform.

8. DUTIES/ WARRANTIES/ INDEMNIFICATIONS

8.1. Any and all Users undertake, represent and warrant to each other and to 2Performant that:

information provided to 2Performant and to each other (including but not limited to the one concerning identity,
personal data and websites) is, and shall continuously be during the entire term of its collaboration with 2Performant,
accurate, complete and reflecting reality, in all respects; and
they shall keep confidential all company or business information and knowledge of the other parties to these ToS
that is made accessible in connection with these ToS and that has been indicated as confidential or that are
recognizable as business or company secrets in other circumstances, even after the termination of the ToS. In case of
doubt, all information must be considered confidential; and
they shall comply with and shall observe in all respects any and all applicable laws and regulations (including those
concerning advertising operation, unsolicited advertising "SPAM", as required under Romanian Law 365 (r1)/2002
regarding electronic commerce, transposing Directive of the European Parliament and of the Council
2000/31/CE); in particular, in accordance with the applicable laws, the consent of any recipient shall be obtained by the
Affiliate prior to sending any emails containing or referring to Promotional Tools; subject to 2Performant prior request,
the Affiliate shall submit to 2Performant evidence in writing of such recipients' consent. Affiliates are fully responsible
for all actions or lack thereof which result or are related in any way from breaking any law (including but not limited to
"SPAM") or cause any prejudice; and
they duly hold (and shall continuously be holding during their entire collaboration with 2Performant) all ownership and,
as the case may be, intellectual property rights (including but not limited to copyright, licenses, rights of use etc.) of
their websites, Traffic Sources as well as for any and all information, texts, images, sounds, products, and other
elements used during their collaboration with 2Performant, that are or may be protected by copyright and/or other
intellectual property rights and no rights of any third parties (e.g. copyrights, trademarks) are violated; and
they shall not defame or otherwise slander or libel the other Users or 2Performant in any way and shall refrain from
any acts and/or facts that may contradicts, conflicts, damage or, in any way, negatively impact the Platform, its
security, operation or functionalities and/or 2Performant's rights and/or interests.

8.2. Any and all Affiliates undertake, represent and warrants to 2Performant and to Advertisers that:

they shall not generate, allow, determine or in any way contribute to generation of Artificial Traffic in relation to their
activity in the Platform and/or collaboration with 2Performant. For the purpose of these ToS Artificial Traffic includes:
(i) procuring any Sales, Leads or Commissions otherwise that in strict compliance with all the applicable legislation and
these ToS; (ii) abusively using any Advertising Tools, or other features available in the Platform, or using any of them
otherwise than in strict compliance with these ToS (e.g. cookie injection, pretending or faking any Sales, for example,
by entering fake third party's data or without authorisation, using Advertising Tools that enables tracking although it is
not displayed,pop-ups, pop-unders etc); and
they shall notify all visitors of its websites where Traffic Sources, Promotional Tools or Advertising Space are
incorporated or placed, that they are being Tracked through cookies and shall comply and observe any and all
applicable laws and regulations in relation thereto (including Directives of the European Parliament and of the Council
2009/136/CE, 2002/22/CE and 2002/58/CE, as transposed in Romanian legislation by Government Emergency
Ordinance 13/2012 and Law 506/2004, as further amended).
they shall not bid in Google AdWords or any other search advertising platfom on keywords containing the Advertisers'
brands (or variations) or the Advertisers' domain names (or variations).

8.3. Any and all Advertisers undertake, represent and warrants to 2Performant and to Affiliates that:

they hold (and shall continuously be holding, during their entire collaboration with 2Performant) all authorisations,
 approvals and permits required by law to conduct their business (including ecommerce run through their Websites
registered with the Platform), they hold (and shall continuously be holding, during their entire collaboration with
2Performant) full title to provide and sell their Products, and neither Affiliates nor 2Performant may be held liable in
relation thereto; acknowledge and expressly release 2Performant and the Affiliates from any liability in connection with
or in relation to any Products; and
they are fully liable for the Advertising Tools available in the Platform. 2Performant cannot be held liable in relation
thereto and, in particular, 2Performant is not obliged and cannot be held responsible for reviewing, verifying,
guaranteeing or assuming any responsibility for the correctness, accuracy, completeness, compliance with the
applicable legislation or fitness to the Affiliate's business of the Advertising Tools provided by the Advertisers. Shall
keep the Advertising Tools updated during its entire collaboration with 2Performant; and
they acknowledge and agree that 2Performant will collect and remit charges and taxes for any completed Sale, where
it is legally required to do so. Where 2Performant does not collect and remit such charges and taxes (should it be thus
required by law), the Advertiser may have the legal obligation to pay such taxes and charges and if such an obligation
arises the Advertiser will be solely responsible for the timely payment of such tax and charges and any interest or
penalties; and
they shall keep the Tracking Code duly installed during their entire collaboration with 2Performant; and
they shall provide grounded and detailed reasons to 2Performant, when they (always in strict compliance with these
ToS) Reject Commissions; and
they shall not promote their own Websites through their Affiliate links with the purpose of overwriting Clients cookies;
and
they shall increase the Approval Time only after having notified their Affiliates in advance with the number of days
equal to the Program's Cookie Life time, but not more than 30 days in advance; and
for the entire term of this agreement and for a further period of one year after termination of its collaboration with
2Performant, the Advertiser shall not - either directly or indirectly - enter into any contractual relationship with any of
the Affiliates that have participated in the Affiliate Programs ran within the Platform. In the event of violation of the
aforementioned obligation, the Advertiser shall pay a minimum contractual penalty to 2Performant for each violation
equal to EUR 1,000, without prejudice to any other remedies available to 2Performant.

9. PLATFORM RIGHT OF USE

Subject to the terms and conditions of these ToS, 2Performant grants the Users, during their collaboration with 2Performant
based on these ToS, a nonexclusive, nontransferable, non-sub licensable and revocable right and license, to use the
applications and data, made available through the Platform by 2Performant. For the avoidance of any doubts, no further
rights are granted to the User, who is particularly not authorized to:

forward or make said applications or data, partially or in their entirety, available to third parties nor to facilitate their
access thereto,
modify or otherwise alter said applications or data partially or in their entirety,
use said applications or data to create a database of their own and/or an information service.

For the avoidance of any doubt, 2Performant shall be and remain the sole owner of all right, title and interest in and to the
Platform (including, without limitation, all intellectual rights therein).
By its duly registration with the Platform and acceptance of these ToS, and for the duration thereof, the Advertiser grants
2Performant the non-exclusive, transferable, irrevocable and worldwide right to use and transfer (to the Affiliates) the
Advertising Tools made available by the Advertiser, in particular to allow Affiliates to display them on their Traffic Sources.

10. DATA PROTECTION

As owner and operator of the Platform, 2Performant is committed to compliance with all relevant EU and EU Member State
laws in respect of personal data, and the protection of the "rights and freedoms" of individuals whose information
2Performant collects and processes in accordance with the General Data Protection Regulation (UE) 2016/679 ("GDPR").
GDPR strengthens the protection of the individual's right to personal data protection, reflecting the nature of data protection
as a fundamental right for the European Union and it will come into effect on 25 of May 2018. All processing of Your
personal data shall be in accordance with the data protection principles set out in Article 5 of the GDPR and both the
Platform and 2Performant internal policies are designed to ensure compliance with such principles.

Please read this Privacy Policy carefully. Please check it, from time to time, as it may suffer amendments, revisions or
restatements. If You do not agree with it, please stop using the Platform and the Services and stop providing any personal
data to us.
You may find our Privacy Policy athttps://2performant.com/privacy-policy/ (or as an attachment at the end of this document)

11. CONFIDENTIALITY

Without prejudice to Section 10 above, Users shall keep confidential all company or business information and knowledge of
the other parties to these ToS that is made accessible in connection with these ToS and that has been indicated as
confidential or that are recognisable as business or company secrets in other circumstances, even after the termination of
the ToS and for a period of two years thereafter. In case of doubt, all information must be considered confidential.
Users confirm that in order to enable 2Performant to improve promote or market the service provided through the Platform,
2Performant may produce statistics or summaries relating to the use of the service and may use any general information
regarding Users for marketing and advertising purposes, to the extent such information do not include sensitive competitive
details or know how of Affiliates or Advertisers.

12. TERM AND TERMINATION

These ToS shall commence, in respect to a User, on the relevant Execution Date and will remain in effect until terminated
pursuant to this Section.
The initial duration of these ToS is twelve months. These ToS will be automatically extended by subsequent twelve month-
periods ("ToS Duration"), unless either party expressly notifies the other, in writing, at least 30 days prior to ToS' Duration
expiration, about its intention to terminate it. Notification herein shall apply unless the agreement expressly provides
otherwise.
Notwithstanding anything to the contrary, 2Performant, in its sole discretion, may suspend (including in relation to an Affiliate
Program) or unilaterally terminate Your Account (and, consequently, unilaterally terminate these ToS), if 2Performant
suspects or has reasonable reason to believe and/or if a third party (including another User) otherwise claims and brings
evidence in this respect that You have violated applicable law or breached any term of these ToS (including any conditions
provided by other Users, that have been automatically agreed upon, when applying for participation in Advertisers
Programs). For the avoidance of any doubt, You are rightfully in delay starting with the date of Your default, no notice of
default being required in this respect. Except if otherwise expressly provided in these ToS, 2Performant shall inform the User
by serving unilateral suspension/termination notice, of its Account's suspension or these ToS' termination. Account
suspension and, as the case may be, ToS termination become effective (de jure) without any Courts intervention and
without any additional procedures.
Upon termination of these ToS, for any reasons, User's Account and access to the Platform will be immediately terminated
and You shall cease using, and either return to 2Performant, or destroy and remove from all computers, hard drives,
networks, and other storage media, all copies of the Confidential Information in Your possession. 2Performant will calculate
pending claims against the User (as per Section 13 below) and, if applicable, it will return any remaining balance left from
the Deposit, in case of Advertisers, respectively, from the accrued unpaid Approved Affiliate Commissions, in case of
Affiliates.Once participation in the Platform has been terminated, the User's PERSONAL data stored at registration will be
deleted completely upon expiry of 2Performant statutory obligation to keep records in safe custody.

13. LIABILITY

13.1. 2Performant liability. Limitation of liability

2Performant does not confirm, approve, or certify any information fact or opinion provided on or through the Platform, nor
does it endorse, is responsible or guarantee the accuracy, completeness, efficacy, merchantability, fitness for a particular
purpose, non-infringement or correct sequencing of such information. All content provided on or through the Platform is
provided "AS IS". Use of such information by Users is voluntary, and reliance on it should only be undertaken after an
independent review of its accuracy, completeness, efficacy, and timeliness by each such Users.
In no event shall 2Performant or any of its successors or assigns, be liable for any (a) use of or inability to use the Platform
or 2Performant services, (b) personal injury, property damage, or losses of any kind, resulting from the User's access to
and/or use of the Platform or 2Performant's services, (c) unauthorised access to or use of any and all personal information
and/or financial information stored in the Platform, (d) interruption or cessation of transmission to or from the Platform,
Platform's (or services) suspension, discontinuity, inoperability or inaccessibility (e) bugs, viruses, trojan horses, or the like,
which may be transmitted to or through the Platform or 2Performant's services, and none of 2Performant, its successors or
assigns, bear any liability for any indirect, incidental, special, or consequential damages whatsoever arising out of, or in
connection with these ToS, whether or not 2Performant has been advised of the possibility of any such damages.
Notwithstanding anything to the contrary herein, the maximum aggregate liability of 2Performant for any and all costs, losses
and/or damages ("Losses") under or in relation to these ToS, whether in contract, in tort or otherwise, shall not exceed: (i) in
case of liability against Advertisers, the sum between the Monthly Subscription paid by the Advertiser to 2Performant and
2Performant Commissions paid by Advertiser to 2Performant, for the month immediately preceding the date upon which
such Losses accrue, and (ii) in case of liability against Affiliates, the total amounts due and paid by 2Performant to the
entitled Affiliate under these ToS, for the month immediately preceding the date upon which the Losses accure. Any claim
arising out of or relating to these ToS must be brought within 30 days from Loss' discovery but no later than 3 months from
their occurrence. Should any jurisdictions do not allow the exclusion or limitation of certain categories of damages, User
expressly agree that, in such cases, the liability of 2Performant shall be limited to the fullest extent permitted by such
jurisdiction.

13.2. User Liability

Compliance with provisions of these ToS is essential for the Platform operation.
You will indemnify and hold 2Performant harmless against any and all claims, damages, losses of profit or business
opportunities, liabilities, actions, judgements, costs and expenses it may incur as a result of or in connection with: (i) any act
or omission by You in connection with Your use of 2Performant services available in the Platform; (ii) Your use of
2Performant services other than as expressly allowed by these ToS; (iii) Your breach of these ToS (including but not limited
to Your representations and warranties herein).
Such costs include, in particular, the compensation of damages of third parties, reimbursement of further expenses, all
reasonable attorneys' fees and, in general, all costs incurred as a result of any action, suit, proceeding or claim brought
against 2Performant.

14. GOVERNING LAW

Romanian Law will govern these ToS and any action, suit, proceeding, or claim arising out of or related to these ToS shall
be brought exclusively in courts of law located in Bucharest Romania.

15. SEVERABILITY

Should any provision hereof be or become, in whole or in part, illegal or in conflict with any law, this shall not affect the
validity of the remaining clauses hereof and this ToS.

16. MISCELLANEOUS

These ToS are provided in both Romanian and English language. The waiver or failure by 2Performant to exercise any right
provided for herein will not be deemed a waiver of any further right hereunder. The rights and remedies of 2Performant set
forth in these ToS are cumulative and are in addition to any rights or remedies 2Performant may otherwise have at law.
For the avoidance of any doubt, by using the Platform You, expressly: (i) agree with these ToS and their further
amendments (as they will be published in the Platform) and (ii) agree that all agreements, notices, disclosures, and other
communications that We provide to You electronically satisfy any and all legal requirement including that such
communications be in writing.

NOTES

Note 1. For information and details regarding post paid contracts, please contact Us on sales@2performant.com.
Note 2. For post paid payment model, the penalties are calculated based on the specific terms and conditions negotiated by
Parties.
Note 3. This is not applicable to post paid contracts.
Note 4. In case of post paid contracts, no Commissions become eligible for payment and due to the Affiliates unless they
are in Payable stage. This is an intermediary stage when Commissions' full amount has been cashed in by 2Performant and
may be paid forward to the entitled Affiliate.
Note 5. For post paid payment model, please contact Us on sales@2performant.com.
Note 6. The commissions registered in the case in which the Affiliate Program is suspended (temporarily deactivate) from
the Platform because the Deposit balance is EUR 0 or lower will be paid to the Affiliates only after the Advertisers pay these
commissions to 2Performant.
Note 7. When evaluating the minimum disbursement amount we take into account the withdrawal currency – EUR or RON.

Privacy Policy
2Performant Network SA headquartered in Bucharest, 98A Vulturilor St., Spatiul Comercial - Unitatea Est, Unitatea
Sud, Unitatea Nord, 1st fl., 3rd District,registered with the Trade registry under no. J40/493/2010, Unique
Identification No. (CUI) RO 26405652 ("2Performant", "we" "us") processes Your personal data as part of the provision
and operation of https://2performant.com and its associated subdomains (collectively refered to as the "Platform").By using
the Platform and/or accessing the Services hereunder you agree with this Privacy Policy (as it might be amended, revised or
restated, from time to time) including the collection, processing and transfer of Your personal data, as provided herein.
Please note that in order to use our Services You must be 18 years of age or older.

Please read this Privacy Policy carefully. Please check it, from time to time, as it may suffer amendments, revisions or
restatements. If You do not agree with it, please stop using the Platform and the Services and stop providing any personal
data to us.

As owner and operator of the Platform, 2Performant is committed to compliance with all relevant EU and EU Member State
laws in respect of personal data, and the protection of the "rights and freedoms" of individuals whose information
2Performant collects and processes in accordance with the General Data Protection Regulation (UE) 2016/679 ("GDPR").
GDPR strengthens the protection of the individual's right to personal data protection, reflecting the nature of data protection
as a fundamental right for the European Union and it will come into effect on 25 of May 2018. All processing of Your
personal data shall be in accordance with the data protection principles set out in Article 5 of the GDPR and both the
Platform and 2Performant internal policies are designed to ensure compliance with such principles.

During and for the provision of our services through the Platform ("Services"), we collect and process personal data.
According to GDPR, personal data is deemed any information relating to an identified or identifiable individual, natural
person ("Data Subject"), meaning if a person can be detected, directly or indirectly, by reference to an identifier. This is the
case if the assignment to one or more characteristics that are the expression of a physical, physiological, psychological,
genetic, economic, cultural or social identity is possible, for example: a person's name; an email address or other online
contact information, such as an instant messaging user identifier or a screen name that reveals an individual's email
address; a telephone number; identification numbers, such as a social insurance number, a personal number or an ID
number; location data; online identifiers (this may involve IP addresses or cookies – You may find our Cookie Policy at
https://2performant.com/cookie-policy/); coded data that is derived from personal data. Additionally, to the extent any other
information is associated or combined with

2Performant is a data controller under GDPR. We are the controller of personal data provided by You through the Platform,
unless otherwise indicated when such data is collected or otherwise stated herein. By this Privacy Policy we inform You on
if/what personal data we collect and process and how we deal with the personal data we collect from our Advertisers,
Affiliates, simple visitors of our Platform, e-commerce clients (i.e. buyers on our Advertisers' websites) (collectively, You).

Please note that this Privacy Policy is not exhaustive, it only provides for certain privacy principles applied by 2Performant
during its collaboration with You (based on the use of the Platform) which we consider to be of particular importance for You.

If You have any general questions, complaints or requests regarding or in relation to our Privacy Policy or
practices, including, without limitation to, any specific requests, such as: (i) a requirement that 2Performant shall
rectify certain personal data held on You ; (ii) a Subject Access Request (including: request for confirmation as to
whether 2Performant is processing any personal data about You; access to Your individual personal data; any
related information); or (iii) any request for rectification, erasure, blockage or for the purpose of exercising any of
Your rights under sections 6 below; or (iv) a request regarding withdrawal of Your consent to process Your
personal data, should such consent be the legal basis for the processing of Your personal (You are at all times
entitled to withdraw Your consent to process personal data if You have provided consent to 2Performant. Should
such consent be withdrawn by You, we will not process Your personal data based on consent, any more); (v) a
request that 2Performant shall not process Your personal data for advertising or direct marketing purposes, please
contact us at privacy@2performant.com. Access Right is part of Your Access Rights detailed under 6.1. below.

Please be advised that it is prohibited to post or provide any personal data of third parties (e.g. name, telephone
number, address or any information concerning their private lives).

1. WHAT personal data do we collect, WHEN and WHY (PURPOSE OF PROCESSING) do we collect them. WHICH
are the legal basis for processing

The way You approach the Platform and the Services available hereunder determine the scope of how we collect and
process Your personal data, as mentioned below. The collection and processing by us of personal data is based on
legitimate interest as detailed below, as well as for the performance of the contract to which You and 2Performant are the
parties. Please be advised that not all data we collect from You is necessarily of personal nature according to GDPR and,
therefore, such data is not subject to the restrictions and requirements under GDPR.
1.1 Information from Advertisers

Accordingly, if You use the Services in capacity of Advertiser, You agree to post an up-to-date and accurate privacy policy
on Your website that complies with the laws applicable to Your business. You also agree to obtain consent from Your buyers
– i.e. any freely given, specific and informed indication of each of the buyer's wishes by which he/she, by a statement or by a
clear affirmative action, signifies agreement to the processing of his/her personal data as well as for the use and access of
their personal data by 2Performant and other third parties, as contemplated under this Privacy Policy. In addition, if You are
collecting any sensitive personal information from Your buyers (including information relating to medical or health conditions,
racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership or sexuality, the
processing of genetic data, biometric data for the purpose of uniquely identifying a natural person), you agree to obtain
affirmative, express written consent from Your buyers for the use and access of sensitive personal information by
2Performant and other third parties.

WhenYou register and set up Your Advertiser account in the Platform we collect: Your email address and the name of
Your website domain, to be attached to Your Advertiser account, the IP address as well as Your username (as it has been
automatically generated by the Platform and further altered by You, as applicable) and password of Your Advertiser account
in the Platform. You must keep Your password confidential, You must not communicate it to other persons or allow them to
use Your Advertiser account. Neither You are allowed to use any other Advertiser accounts than Yours. If You suspect any
unauthorized use of Your Advertiser account please contact us at privacy@2performant.com, immediately.

The data we collect from You at this stage is also contemplated in our online registration form. In addition, we also collect
the list with the countries where Your buyers are from, the currencies You use in Your transactions performed through Your
website, the categories of products, the type of commission and its amount, the affiliation campaign's logo, the cookie life
and the commissions' approval term.

We use this information: (i) to check Your consent for entering into the Terms of Use regulating the Platform and the
Services; (ii) to register You as an Advertiser in the Platform and establish an Advertiser account for You, and, further (iii) to
provide You with our Services to contact You, to provide You with Help Desk services, as well as (iv) to provide You with
advertising and marketing information, always conditional upon Your previous consent in relation thereto, by checking the
Newsletter subscription checkbox , (v) for reporting and investigation purposes (depending on the request we receive from
You regarding any customized reports, we might be required to use all or part of the above mentioned information We do not
record any further personal data other than voluntarily provided by You.

When You create Your billing profile in the Platform, we collect , Your full company name, VAT number, billing address,
fiscal residence, billing currency, as well as the Advertiser's representative's: full name, email address and phone no. We
use this information to: (i) set up the Your affiliation campaigns and programs, (ii) to invoice You for the commissions as well
as for any other amounts that you might owe under the Terms of Use, (iii) to send You email messages regarding financial
issues related to the Services performance, such as, invoices, due dates, etc and (iv) to comply with applicable legal and
regulatory requirements, (v) for reporting and investigation purposes

Also, we may use this information, along with the one previously collected from You: to provide You, upon Your request with
informative reports regarding Your usage of the Platform, as well as to respond to any requests from You, including in
relation to entering into other contractual relationships.

When generally using our Platformwe may also collect information on the device You are using to enter our Platform
pages, such as: Your operating system and browser of Your device (in case they are different from the ones used when the
Advertiser account was registered with the Platform). We also collect data about Your usage of the Platform, such as how
and when You access Your account and the Platform, including information about the device and browser You use, Your
network connection, Your IP address (in case it is different from the one used when the Advertiser account was registered
with the Platform), information about how You browse through the Platform, as well as any other information you voluntarily
provide to us such as email addresses different from the one indicated during the setting up of Your billing Advertiser
account; such email addresses are to be used to contact You regarding financial issues related to the Services
performance, such as, invoices, due dates, etc.

We use this information to give You access to and improve our Services and adapt them to Your needs; for example, to
make our Platform interface easier to use. Finally, we may use this information to provide You with advertising or marketing.

1.2 Information from Affiliates

WhenYou register and set up Your Affiliate account in the Platform we collect: Your IP and email address, to be
attached to Your Affiliate account, Your username and password of Your Affiliate account in the Platform. You must keep
Your password confidential, You must not communicate it to other persons or allow them to use Your Affiliate account.
Neither You are allowed to use any other Affiliate accounts than Yours. If You suspect any unauthorized use of Your Affiliate
account please contact us at privacy@2performant.com, immediately.
We use this information: (i) to check Your consent for entering into the Terms of Use regulating the Platform and the
Services; (ii) to register You as an Affiliate in the Platform and establish an Affiliate account for You, and, further (ii) to
provide You with our Services, to contact You, to provide You with Help Desk services, (iv) to provide You with advertising
and marketing information, always conditional upon Your previous consent, by checking the Newsletter subscription
checkbox (v) for reporting and investigation purposes, (vi) for monitoring the Platform performance, (vii) to make analysis
regarding Your Affiliate account performance. We do not record any further personal data other than voluntarily provided by
You.

When creating/amending Your Affiliate profile attached to Your Affiliate account in the Platform we collect Your avatar
image, Yourfull name and phone number. We use this information: (i) to check Your consent for the Terms of Use regulating
the Platform and the Services , to (ii)visually identify You in the Platform (the avatar image You provide will be displayed and
attached to Your Affiliate profile, being thus available to any and all users of the Platform); (iii) to contact You in connection
with the Services (including for verifying Your payment profile, Your identity), (iv) for reporting and investigation purposes,
(v)to provide You with our Services;

When You create Your Affiliate payment profile in the Platform, in addition to the above mentioned data, we collect from
You Your email Paypal address, Your bank account number, Your personal unique identification number (e.g. CNP or
similar), Your payment address, serial and number of Your residence certificate (should You reside in other country than
Romania), serial and number of Your identity card, as well as any other personal data (different from the ones above
mentioned) which You may voluntarily provide to us (e.g. additional email addresses/phone numbers). We use this
information: (i) to check the identity between the person requesting the payment and the Affiliate entitled to receive the
payment (ii) to perform - either through Paypal or directly through Bank transfer – the payment of the amounts owed to Your,
according to the Terms of Use, (iii) to verify and confirm Your Affiliate payment profile (iv) for internal audits and accounting
reports, as required by applicable legislation, (v) for reporting and investigation purposes (vi)to provide You with our
Services. Also, we may use this information, along with the one previously collected from You: (i) to provide You, upon
request, with income statements, regarding the amounts paid to You under the Terms of Use as well as (ii) to offer You,
always subject to Your consent, various benefits, as such might be available according to the Terms of Use - e.g.
subscription healthcare (in this respect we will provide the healthcare provider with Your full name and Your personal unique
identification number);

When generally using our Platformwe may also collect information on the device You are using to enter our Platform
pages, such as Your operating system and browser of Your device. We also collect data about Your usage of the Platform,
such as how and when You access Your account and the Platform, including information about the device and browser You
use, Your network connection, Your IP address (in case it is different from the one used when the Affiliate account was
registered with the Platform), and information about how You browse through the Platform.

We use this information to give You access to and improve our Services and adapt them to Your needs; for example, to
make our Platform interface easier to use. Finally, we may use this information to provide You with advertising or marketing
information.

1.3 Information from visitors of our Platform

Our Platform temporarily log traffic data provided by the device You use to enter our websites (including the host name (IP
address) of the requesting computer), date and time, data specifications of Your browser and operating system as well as
the name of Your access provider, and the website You were referred from to our Platform (so called Referrer URL). This
information is stored a short period until it is automatically deleted.

Please be advised that when You, in capacity of visitor of our Platform want to leave a comment to an article or contact our
dedicated support department, we may collect from You information such as: email address, full name and personal
website.

The collection and processing of this data is carried out for the purposes of facilitating the use of our Platform(connection
set-up) and to ensure the security and stability of our systems as well as the technical administration of the network
infrastructure. We do not record any personal data (not Your name, address, telephone number or email address) other
than mentioned above or voluntarily provided by you.

1.4 Information from visitors/buyers on the Advertisers' websites

When You, as visitor/buyer on our Advertisers' websites (Client) access an Affiliate link we don't collect from You any
personal data. However, in order to validate Affiliate Link click action we collect from You information such as: IP address (in
anonymised format), date & time of Your click action on the Advertiser's action, tool type, the type of the device You were
using, URL referrer, URL redirect, Click tag, Affiliate unique ID, Advertiser unique ID (all this information being collectively
known in Platform as "Click Details").
When You, as visitor/buyer on our Advertisers' websites access an Affiliate link we also store a 2Performant tracking cookie
on Your devices which contains: affiliate unique ID, Advertiser unique ID and expiration date.

You, as buyer on our Advertisers' websites perform an action on the Advertiser's website and a valid 2Performant tracking
cookie is identified on Your devices we collect from You information such as: IP address (in anonymised format), date & time
of Your action on the Advertiser's website, Affiliate unique ID, conversion amount, conversion description, transaction ID and
Advertiser unique ID (all this information being collectively known as "Conversion details", in the Platform).

We use this information (i) to correctly identify Affiliate clicks and conversions for Affiliates and Advertisers in order to assure
secured Platform interactions; (ii) providing relevant statistics for Platform users.

2. PURPOSES of processing personal data

We process Your personal data strictly in compliance with applicable data protection and privacy legislation (especially
GDPR) and our contractual duties, and will prevent unauthorized access to data to the best of our abilities.

As detailed in the sections above, we only use the personal data collected from You for the following purposes: managing
and providing You with the Services; manage our agreed obligations and rights towards You, as per the Terms of Use;
process payments of the amounts owed to You according to the Terms of Use; Platform administration; internal analysis to
improve or more effectively tailor the Platform, business or offerings generally; direct marketing; any other purpose You
have consented to or which is allowed under applicable law. Your personal data may also be processed for additional
legitimate purposes, different from the ones mentioned above, to the extent such additional purposes are closely related with
the ones for which the data was originally collected. Your personal data may be combined with other information collected
from you or third parties for the above purposes.

3. For HOW LONG YOUR personal data will be stored

While observing applicable privacy legislation we will erase Your data without any action required by You, if retention of such
data is no longer necessary for the purpose pursued or retention is no longer allowed for any legal reason. We may restrict
processing instead of erasing Your data where legally not allowed to erase (e.g. legal obligations to maintain Your personal
data for accountability purposes, or as may be necessary during the applicable statute of limitation).

4. To WHOM will be transferred Your personal data

2Performant works with various service providers to help provide you with our Services and we may share personal data
with them to support these efforts. Such service agreement shall contain obligations for third parties to process data only in
accordance with 2performant's instructions and to take appropriate measures to secure that the processing of the personal
data is secure. You may find a list with the entities to which we may transfer Your personal data at
https://2performant.com/external-services/

Should any of the recipients reside in a country without adequate legal protection for personal data, 2Performant will make
reasonable efforts to make the recipient adopt the principles described in this Privacy Policy.

Provided You have given Your consent – by accepting the Terms of Services checkbox when creating Your account within
the Platform – we may contact You via telephone, via mail in order to provide You with information on 2Performant offersin
connection withthe Services and/or the Platform. You may withdraw Your consent at any time by sending a request in
relation thereto, at privacy@2performant.com.

Data is stored within the European Union and the European Economic Area.

We do not transmit data to third parties other than the ones mentioned above, unless you have given Your consent thereto
or the transmission is made to state institutions, or otherwise on the basis of mandatory national legislation.

5. Data security

We take all technical and organizational security measures required according to industry standards on information security
management, to safeguard sensitive information including protect Your personal data from loss, unauthorized disclosure or
other forms of misuse. Data is stored in a safe environment that is not open to public access. Our secured websites use
encryption and authentication standards to protect the confidentiality of web transactions, including Your personal data. This
means that - support by Your browser provided - communication between Your device and our servers will include
recognized encryption measures.

Our stuff is trained in privacy matters and in dealing with data and information.

6. Your RIGHTS under GDPR

Provided that You are a Data Subject, as defined under the GDPR (and as contemplated above under this Privacy Policy), in
relation to personal data held by us, You have the right to request access to Your personal data as well as to make requests
regarding the nature of information held and to whom it has been disclosed (Right to Access); to take action to rectify,
amend, erase, including the right to be forgotten, or destroy inaccurate data, right to restriction or to object to the processing
of their personal data, right to data portability, as detailed below.

If You are a visitor/buyer on the website of our Advertisers and wish to exercise these rights, please contact such
Advertisers since 2Performant can only forward Your request to them to allow them to respond.

6.1 Right to Access The right to access shall go beyond requesting and being provided with general information on data
processing activities. It gives You the possibility to demand more in-depth information on processing. You may request a
copy of the personal data that 2Performant holds about you ("Subject Access Request"). This will include information
regarding what personal data 2Performant processes about You, where such information has been collected, for which
purpose the information is being processed, and to whom, or to which categories of persons, the information is disclosed.

6.2 Right to rectification might help you to correct or prevent negative effects that incorrect/incomplete data may have on
Your rights and freedoms. As processed data, at any given time, must reflect reality, you have the right to obtain from
2performant, the rectification/completion of Your inaccurate/missing personal data.

6.3 Right to Erasure You have the right to demand from us the erasure of Your personal data and we shall have the
obligation to erase personal data, except if otherwise provided under the GDPR

6.4 Right to Be Forgotten Pursuant to exercise of Your Right to Erasure, if 2Performant has made the Your personal data
public we shall, taking account of available technology and the cost of implementation, take reasonable steps, including
technical measures, to inform other controllers that are processing the personal data that you requested erasure by such
controller of any links to, or copy or replication of, those personal data.

6.5 Right to Restriction of Processing Shouldthe grounds establishing such right under GDPR be met, you may require
that one or more personal data is prevented from and, additionally, marked in a way that prevents it from being subject to
processing activities. However, such restriction of processing does not relate to the storage of the concerned personal data,

6.6 Right to Data Portability allow you to request 2performant to transmit Your personal data in a structured, commonly
used and machine-readable format, to third parties You indicate

6.7 Right to prevent processing for purposes of direct marketing

6.8 Right to be informed about the mechanics of automated decision-taking process that will significantly affect You
and right to object to any automated profiling that is occurring without consent

6.9 Right to sue for compensation if You suffer damage by any breach of personal data applicable legislation;

6.10 Right to request the supervisory authority to assess whether any provision of the GDPR has been contravened. If
You believe we are processing Your personal data in breach of applicable legislation, You can file a complaint with National
Supervisory Authority for Personal Data Processing in Romania.

This Privacy Policy may, from time to time, be subject to amendments, revisions and restatements. Whenever this Privacy
Policy is amended, revised or restated, a pop up message will appear in the Platform informing the users about the change
of the Privacy Policy. Such pop up message will remain in the Platform from the date when the Privacy Policy was altered
until accepting the updated Terms of Services but it will also appear when you firstly use the Platform after the Privacy
Policy has been changed (the pop up will announce the most recent change of the Privacy Policy, immediately prior to Your
use of the Platform). The changes to the Privacy Policy will be in effect from the date of their publication in the Platform.

If You have any requests regarding or in relation to the above mentioned rights and/or in accordance with any of
the rights contemplated under articles 15-22 under GDPR, please contact us at privacy@2performant.com. We will
respond within one month from the date we receive Your request. The response period may be extended by two
months where necessary, taking into account the complexity and number of the requests; we will promptly inform
You of any such extension, within one month of receipt of the request, together with the reasons for the delay. We
will provide You with our answer by using the email address attached to Your account in the Platform.

In case of any discrepancies between the terms of this Privacy Policy (integrant part of the Terms of Use) and the
Terms of Use, with regard to the data processing described herein, the terms of this Policy shall prevail.
JOINT CONTROLLERS - DATA PROCESSING APPENDIX
This Data Processing Appendix (“DPA”) is integrant part of the ToS regulating the use of the Platform, as such is available
at https://2performant.com/terms-conditions/. This DPA reflects the agreement between 2Performant Networks
SAheadquartered in Bucharest, 98A Vulturilor St., Spatiul Comercial – Unitatea Est, Unitatea Sud, Unitatea Nord, 1st fl., 3rd
District, registered with the Trade registry under no. J40/493/2010, Unique Identification No. (CUI) RO 26405652
(„2Performant”, „we” „us”), on one hand, and You, in your capacity of Advertiser or, as the case may be, Affiliate using
the Platform (“You”), on the other hand with regard to the Processing, as Joint Controllers, of Personal Data.

If You are located outside of the EEA: Since You is located outside the EEA in a country that is not recognized as
providing an adequate level of data protection, You agree to enter into an agreement based on EU latest Model Clauses.

DEFINITIONS

For the purpose of this DPA:

“EEA” means the European Economic Area as it might be defined from time to time;

“PersonalData Regulations" means any applicable data protection, privacy or similar laws and regulations of the European
Union, including EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and the EU General
Data Protection Regulation 2016/679 (“GDPR”), as any of them might be further amended.

Any other terms in capital letters that have not been expressly defined herein shall bare the same meaning as in GDPR or,
as the case may be, in the ToS regulating the use of the Platform, as such is available athttps://2performant.com/terms-
conditions/.

GENERAL TERMS

As We and You, jointly determine the purposes and means of the Personal Data Processing described in 2Performant
Privacy Policy available at https://2performant.com/privacy-policy/, We qualify, together, as Joint Controllers. This DPA
establishes rules and measures for the sharing of responsibilities concerning the Personal Data Processed by 2Performant
and by You, as Joint Controllers, in connection with the ToS, to comply with the requirement of Article 26 of the GDPR.

The details of the Processing operations governed by this DPA, as required by Article 30 of the GDPR, are specified in the
Privacy Policy, as such might be amended from time to time.

For the clarity, this DPA together with the rights and obligations hereunder, only and exclusively applies in respect of the
Processing operations, Data Subjects and Personal Data contemplated under the Privacy Policy.

We and You will each comply with our respective data Controller obligations under the Personal Data Regulations and: (i)
will provide each other any co-operation reasonably requested to enable the other party’s compliance with Personal Data
Regulations and this DPA; and (ii) will not take any measures that may make the other party liable beyond the provisions of
this DPA.

You agree that Your will make available to 2Performant, only the minimum Personal Data necessary for the purposes set
forth in the Privacy Policy.

Information

Each party shall take appropriate measures to provide the relevant information to Data Subjects (e.g. about how their
Personal Data is being Processed by or on behalf of such party), which shall at a minimum include all the information
required by Articles 13, 14 and 26 of the GDPR. Each party shall ensure that the information shall be provided in a concise,
transparent and easily accessible form, using clear and plain language.

You undertake to ensure that information concerning 2Performant’s identity and a link to 2Performant Privacy Policy are
made available to the Data Subjects and You also undertake to obtain the prior, freely given, specific informed,
unambiguous consent of any visitors of Your websites to any cookies served by 2Performant, as a result of a Click.

Personnel

With respect to all employees, agents and contractors (“personnel”) of each party, having access to Personal Data, such
party shall take reasonable steps to ensure the reliability and compliance with all Personal Data Regulations of any such
personnel, ensuring in each case that access is strictly limited:
(a) to those individuals who need to know and/or access the relevant Personal Data; and
(b) on a need-to-know basis, to fulfil the purposes set forth in the Privacy Policy.

You agree to impose appropriate contractual obligations on Your personnel having access to Personal Data, including but
not limited to obligations regarding confidentiality, data protection and data security and You will remain liable for all
damages Your personnel cause to the other parties under this DPA in connection with the performance of this DPA.

Processors

Each party may use Processors for the purposes of Processing the Personal Data described in the Privacy Policy, always
provided that the conditions under Article 28 of the GDPR are and always subject to the fulfilment of the following cumulative
conditions:

(a) the party has performed adequate reasonable due diligence to ensure that the Processor is capable of providing the level
of protection for Personal Data required by ToS and the Personal Data Regulations;

(b) each such Processor (and, as the case may be, each Sub-Processor) entered into a written contract that, at a minimum,
includes the terms and obligations required under Article 28 of GDPR.

Each party agrees that a list of used Processors may be transmitted to the other party upon this latter party’s request and
shall be always deemed and treated as confidential information.

Each party will ensure that, if it transfers personal data outside the EEA to a country not recognized by the European
Commission as providing an adequate level of protection for Personal Data, that transfer will be covered by a recognized
compliance standard under GDPR for the lawful transfer of Personal Data outside the EEA, such as the execution of an
agreement based on EU latest Model Clauses.

Security Measures

Each party will implement appropriate technical and organizational measures to protect the personal data which it processes
against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure, access, or processing
including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

Data Subject Rights

Each party shall fulfil its obligations to respond to Data Subjects’ request made in the exercise of their rights under Personal
Data Regulations.

In the event that a request from Data Subjects is received directly by You, related to any Personal Data provided (or
otherwise made available) by Us, to You, You shall promptly provide Us such request, together with all the relevant Personal
Data and information (however, not later than 3 business days from the receipt of such request) and You shall provide Us
with all the necessary assistance such that 2Performant may comply with its obligations pursuant to the Personal Data
Regulations.

Each party shall promptly communicate to the other party any rectification or erasure of personal data or restriction of
processing carried out in accordance with Personal Data Regulations, to the extent required by this legislation.

Personal Data Breaches

Each party will promptly notify the other party – however, not later than 12 hours upon becoming aware - of any Data Breach
of security leading to any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to,
Personal Data described in the Privacy Policy. Such notification shall, as a minimum:

(i) Describe the nature of the Personal Data Breach, the categories and numbers of Data Subjects concerned, and the
categories and number of records concerned;

(ii) Describe the likely consequences of the Personal Data Breach; and

(iii) Describe the measures taken nor proposed to be taken to address the Personal Data Breach.

Based on this information, the Parties will immediately decide jointly which Party will serve the Data Breach notification to
the competent authorities. Such appointed party will prepare and provide the notifications required under the Personal Data
Regulations, to the competent supervisory authority and as the case may be to the Data Subject without undue delay and in
any event not later than seventy-two (72) hours after one of the first party become aware of it.

You expressly agree and undertake to: (i) co-operate with 2Performant and take all such reasonable commercial steps as
are directed by 2Performant to assist Us in the investigation, mitigation and remediation of each Personal Data Breach and
to allow Us to meet any obligations to report or inform Data Subjects of the Personal Data Breach under or in connection
with the Personal Data Regulation; and (ii) not issue a press release or communicate with any member of the press in
respect of the Personal Data Breach, without having obtained Our prior written approval; and (iii) reimburse Us for the direct
or indirect, verifiable reasonable costs incurred by Us in Our sole discretion in preparing and mailing notices to Data
Subjects to whom notice of a Personal Data Breach is required to be given by applicable Personal Data Regulations or to
whom 2Performant determines, in its sole and reasonable discretion, should be provided with notice as a precaution where it
is uncertain or difficult to determine whether the Data Subject has been affected by a Personal Data Breach.

Audit

In relation to the Personal Data made available by any of the parties (“Exporter”) to the other party (“Recipient”) under this
DPA, the Recipient undertakes to make available to the Exporter, upon the latter’s request, the relevant information in order
to demonstrate its compliance with its obligations under this DPA; and the Recipient shall allow for and contribute to audits,
including inspections, conducted by the Exporter or an its external auditors (provided that they are bound by confidentiality
obligations) and periodic security reviews.

The following cumulative conditions shall be let in relation to any and each such audits:

(i) it will not be more than one audit /year (or, as the case may be, more frequent provided that Personal Data Regulations
impose such frequency);

(ii) it will be subject to 30 days prior notice sent by the Exporter to the Recipient;

the Exporter shall bear all costs and expenses of the audit; and

(iii) it will only take place during regular business hours and without negatively affecting the Recipient’s activity and
operations.

Data Transfers

Neither party shall transfer Personal Data to countries outside of the EEA in breach of applicable Personal Data
Regulations.

You represent and warrant that:

(a) You hold any rights and/or consents necessary for the transfer of Personal Data outside of the EEA, by Us or by any
Advertisers, respectively Affiliates;

(b) To the extent that You will act as our Data Processor, You will: (i) always comply and will comply with Our instructions
regarding the Processing of Personal Data (including but not limited in respect of the deletion or return of Personal Data);
(ii) You will assist Us in all respect necessary to enable Us to comply with Personal Data Regulations; (iii) You will make
available to us all requested information in respect of Personal Data, including, on at least 30 days prior written notice and
during normal business hours, permitting 2Performant or any relevant Advertiser, or, as the case may be, Affiliate, or any of
their auditors or advisors, to attend Your premises in order to inspect the Your systems and records to the extent determined
by 2Performant or by any relevant Advertiser (or, Affiliate, as the case may be) to be necessary to demonstrate Your
compliance with this clause; and

(c) You shall not use any reports generated by use of the Platform to create Visitors profiles, as defined under GDPR; and

(d) You shall not do or omit to do any act which may cause 2Performant or the other users of the Platform to be in breach of
any of their obligations under the Personal Data Regulation.

Indemnification

Each party shall be liable for all direct damages caused to the other party, following a breach by the defaulting party of its
obligations herein undertaken. For the clarity there shall be no joint liability between the parties in respect of any breaches of
Personal Data Regulations.

The total cumulative liability of 2Performant under this DPA, ToS and any other appendices thereto shall be subject to the
limitation of liability set forth under the ToS.

In the event of any claim or proceeding by or in respect of a third party (including but not limited to competent judicial or
administrative authorities) be received by and/or against You (the “Claim”), the following procedure will be observed:
(i) You will notify Us, in writing, in relation to any Claim regarding the Processing operations defined hereunder specifying
the basis, act or event on which it is based, indicating the amount or an estimate of the amount claimed (if such amount is
known or such estimate can be determined), and be submitted together with documents, if any, which enable the existence
of the loss to be established (the “Notice of Claim”). You shall serve to us the Notice of Claim promptly after You knowledge
the event, fact or circumstance giving rise to such Claim and in no event no later than ten 3 days thereafter; and

(ii) You will allow Us (including our advisors) to participate in or to direct the defense or settlement of any such Claim and
You will cooperate and support Us in such defense or settlement thereof, and You shall not be authorized, without Our prior
consent, to settle or compromise any such Claim. Regardless of whether We elect to direct and take control of the defense,
negotiation or settlement of any Claim, We shall not be liable for any compromise or settlement or waiver of any appeal or
other remedy of any such Claim effected without Our prior written consent (which shall not be unreasonably withheld).

For sake of clarity, this procedure does not intend to limit the parties’ liability towards the Data Subjects, but to clarify that
each Party shall be exclusively liable for the Processing operations it carried out under this DPA and to the extent permitted
by law, and that it shall be liable only for the direct damage which may arise from its exclusive failures or breaches of its
obligations under this DPA.