Whitelisting Partnership Agreement

This Whitelisting Partnership Agreement (the “Agreement”) is entered into as of the date the Partner accepts it through the Winly partnership application (the “Effective Date”) by and between:

• Dan Vive Enterprises Inc., a corporation incorporated under the laws of British Columbia, Canada, operating as Winly (“Winly”); and
• the individual or entity that accepts this Agreement in the Winly partnership application, operating the social account(s) named in that application (the “Partner”).

Where the Partner is represented by an agency named in the application (the “Representative”), the Representative confirms, by the application being submitted, its authority to act for the Partner and, where the Partner so directs, to invoice and receive payment on the Partner’s behalf. The Representative assumes no other obligation under this Agreement and no liability for the Partner’s obligations. Where no Representative is named, there is no Representative and no reference to the Representative in this Agreement has effect.

Partnership Confirmation. Acceptance of this Agreement does not by itself admit the Partner to the program. The Agreement takes effect between the parties when Winly approves the Partner’s application and confirms in writing, which may be by email (the “Partnership Confirmation”). The Partnership Confirmation states the structure elected under Section 5.1 and any partner-specific details referred to in the Compensation Exhibit, the Whitelisting Exhibit, and Schedule A.

1. Background

Winly is an AI-enabled CRM for social selling, operated by Dan Vive Enterprises Inc. Dan Martell is a founder of Winly, and Section 9.3 concerns the use of his identity.

Winly is engaging the Partner to create content featuring Winly, to permit Winly to run advertising through the Partner’s social accounts, and to be compensated on the basis elected in the Compensation Exhibit.

This Agreement supports three compensation structures, described in Section 5.1. The structure elected in the Compensation Exhibit determines which provisions of this Agreement apply, as each Section states.

2. Term

This Agreement begins on the Effective Date and continues on a rolling month-to-month basis until terminated under Section 12 (the “Term”).

Where Structure B or C is elected and a fixed term is stated in the Compensation Exhibit, the Term is instead that fixed period, and any extension is by mutual written agreement.

The content deliverables in Schedule A repeat in each month of the Term, and the content in each month is new. No deliverable may reuse or re-share content delivered in a prior month.

Termination for convenience. Either party may terminate this Agreement for any reason or for no reason on thirty (30) days’ written notice, except that where a fixed term is stated in the Compensation Exhibit neither party may terminate for convenience before the end of that fixed term. Termination does not affect content fees earned for content already delivered, and the kill fee in Section 12 may apply to content not yet delivered.

3. Content Deliverables

In each month of the Term the Partner will create and deliver to Winly the deliverables set out in Schedule A, and will maintain the advertising access set out in Section 4 and the Whitelisting Exhibit.

Delivery. The Partner delivers every deliverable to the asset location Winly designates in writing, in each case both with and without text overlays and together with raw footage, so that each asset can be versioned for paid media.

Approval. The Partner submits content to Winly at [email protected] before it is posted or run as an advertisement, and approval before use is mandatory. Winly reviews within three (3) business days and may require edits for factual accuracy, disclosure compliance, and claims safety. If Winly does not respond within three (3) business days, the content is deemed approved.

Revisions. Winly may require up to two (2) rounds of revisions per deliverable. A deliverable that has been submitted and revised twice is treated as delivered for the purposes of Schedule A and Section 5.4. Further rounds are at the Partner’s option, and where Winly requests a further round the Partner may treat the deliverable as delivered.

Changes to Schedule A. The parties may vary Schedule A by written agreement, including by email between the notice addresses stated in Section 14, without amending the rest of this Agreement.

Account availability. The Partner will notify Winly promptly if any account named in the Whitelisting Exhibit is renamed, restricted, suspended, or closed. While an account is unavailable, the Partner’s obligations in respect of that account are suspended, the Schedule A cadence is treated as met for the purposes of Section 5.4, and Winly may terminate this Agreement on written notice if the account is not restored within thirty (30) days.

4. Advertising Access (Whitelisting)

The Partner grants Winly permission to run partnership, allowlisted (also called whitelisted), branded-content, or otherwise creator-authorized advertising through the Partner’s accounts on Meta (Facebook and Instagram), TikTok, and any other platform Winly designates that supports advertising delivered through a creator’s own account, including any platform that introduces such functionality during the Term.

The Partner will complete the access, authorization, or code-generation steps each platform requires — for Meta, accepting partnership-ad permission for the Winly ad account named in the Whitelisting Exhibit; for TikTok, issuing a Spark Ads authorization code for each deliverable; and for any other platform, the equivalent step — no later than five (5) days before the first advertisement launches on that platform, and will keep that access in place, unrevoked, for the Term.

Winly may launch advertising against a deliverable at any time during the Term, provided advertising against that deliverable is live within ninety (90) days after it is delivered.

Pause on request. Winly will pause any advertisement running through the Partner’s accounts within one (1) business day of the Partner’s written request to [email protected]. The Partner will make that request before revoking platform access, and may revoke access if Winly does not pause the advertisement within that period.

Access on termination. Permission ends on the termination date. Winly stops spend on advertising running through the Partner’s accounts on that date and retains proof that spend was stopped. Winly’s licence to the content itself is governed by Section 8.

5. Compensation

5.1 Deal Structure

One of the following structures is elected in the Compensation Exhibit.

Structure A — Commission only

No content fee. The Partner produces content at the Partner’s own cost and is compensated solely by commission under Section 5.3. Section 5.2 does not apply.

Structure B — Content fee plus commission

Winly pays a content fee under Section 5.2 and commission under Section 5.3, at the rate stated in the Compensation Exhibit.

Structure C — Content fee only

Winly pays a content fee under Section 5.2 and no commission. Sections 5.3, 5.4, 5.5, 6 and 7 do not apply, and no tracked link is required.

5.2 Content Fee

This Section applies where Structure B or C is elected.

Fee. Winly pays the Partner the content fee stated in the Compensation Exhibit. The fee covers the Partner’s time, production, posting, and the rights granted under this Agreement.

Invoicing and payment. The Partner, or the Representative on the Partner’s behalf, invoices Winly at the invoicing address stated in the Partnership Confirmation no later than seven (7) days after the relevant content has been delivered, itemizing the period, the deliverables, and the amount. Winly pays within thirty (30) days of receipt of a correct invoice.

Not recoverable against commission. The content fee is not recoverable against commission. Where Structure B is elected, commission is earned in addition to the fee.

Fee allocation. Where the content fee is stated on a per-month or per-Term basis, the fee attributable to a single deliverable is the fee for the relevant period divided by the number of deliverables due in that period.

5.3 Commission

This Section applies where Structure A or B is elected.

Attributed Client. “Attributed Client” has the meaning given in Section 6.

Client Payments. “Client Payments” means amounts actually collected by Winly from an Attributed Client during that client’s Commission Period in respect of that client’s Winly subscription, including plan changes, additional seats, and usage charges, but excluding one-time setup fees and professional services. Client Payments are calculated on cash collected after discounts and promotional credits, excluding taxes, and net of refunds, returns, credits, and chargebacks. Payment-processor fees are borne by Winly and are not deducted before commission is calculated. Where a client pays part of an amount due, commission accrues on the amount collected.

Commission Period. For each Attributed Client, the Commission Period is the twelve (12) consecutive monthly billing periods beginning with that client’s first payment to Winly. Payments collected after the Commission Period ends do not earn commission. Where a client’s subscription is cancelled and resumed within the Commission Period, commission resumes for the remainder of that Period, and the Commission Period is not extended.

Rate. The Partner earns commission at the rate stated in the Compensation Exhibit, which is ten percent (10%) unless a different rate is stated, of Client Payments.

Subscriptions and payment plans. Commission accrues pro rata as each instalment or subscription payment is collected, not on booked or contracted value, and stops if the plan or subscription defaults or is cancelled. Where a client pays annually in advance, commission is earned on the amount collected, without cap.

Illustration

A hypothetical client paying USD 500 per month would earn the Partner USD 50 per month for twelve months from the first payment — USD 600 in total — provided each payment is collected and not refunded or charged back. If the client cancelled after month five, the Partner would have earned USD 250 and nothing further. This illustration is provided for clarity only. No particular price, client volume, or client duration is represented or promised.

5.4 Continued Earning Condition

This Section applies where Structure A is elected.

The Partner’s entitlement to commission on new Attributed Clients depends on the Partner continuing to meet the Schedule A cadence (the “Continued Earning Condition”). Clients first attributed during a month in which the Partner did not deliver the Schedule A cadence do not earn commission for that month, and begin earning commission from the month in which the Partner resumes the cadence. Commission on clients already attributed continues to accrue for the remainder of their Commission Periods and is unaffected.

The Schedule A cadence is treated as met for any month in which an account is unavailable under Section 3, Winly has not responded to submitted content within three (3) business days, or Winly has required more than two (2) rounds of revisions on a deliverable. Failure to maintain platform access has the consequences stated in Section 12 and does not of itself affect commission accrual.

5.5 Exclusions and Refunds

This Section applies where Structure A or B is elected.

No commission is earned on:

1. clients who were already Winly customers on the date of the Attributed Click;
2. clients already in Winly’s active sales pipeline before the Attributed Click, meaning an open deal or opportunity recorded in Winly’s CRM system, or an existing customer record in Winly’s billing system, created before the date of the Attributed Click;
3. a client who churned and re-signs, unless the prior subscription ended more than one hundred eighty (180) days before the Attributed Click;
4. the Partner’s own account, and accounts of entities the Partner controls; or
5. taxes, shipping, and payment-processor fees.

Refunds and chargebacks. Winly may issue a refund to a client at any time and does not operate a fixed refund window. Refunds, credits, and chargebacks reduce Client Payments in the period in which they occur, and where commission has already been paid on the refunded amount the commission is deducted from the Partner’s next payout. Where no further payout is due, Winly may invoice the Partner for the amount, payable within thirty (30) days. No refund, credit, or chargeback issued more than one hundred eighty (180) days after the payout that included the related commission will reduce Client Payments or be invoiced back, and no reduction exceeds the commission actually paid on the refunded amount. Refunds and credits are issued in the ordinary course of Winly’s business and not for the purpose of reducing commission.

5.6 General Compensation Terms

Entire compensation. The compensation elected in the Compensation Exhibit is the entire compensation under this Agreement. Winly owes no retainer, additional fee, or per-post payment beyond it unless agreed in writing.

Changing the structure. The elected structure may be changed only by written amendment signed by both parties. A change applies prospectively only: Commission Periods running at the date of the change continue on the terms in force when the client was attributed, and the licence granted in respect of Materials already delivered is not altered.

Payment to the Representative. Where the Partner directs in writing that payment be made to the Representative, payment to the Representative at the account so notified discharges Winly’s payment obligation to the Partner. Winly is not party to, and has no obligation in respect of, any fee arrangement between the Partner and the Representative.

6. Attribution

This Section applies where Structure A or B is elected.

Partner link. Winly supplies the Partner with a tracked link and any UTM parameters through the link-tracking platform Winly designates from time to time (the “Tracking Platform”), and will supply a separate tracked link or attribution parameter for each account and platform in scope. The Partner uses them exactly as provided and does not create substitute links or codes, hand-edit UTM parameters, or re-wrap links through third-party shorteners that strip parameters. Advertising Winly runs through the Partner’s accounts carries the Partner’s tracked link or attribution parameter.

Attributed Lead and Attributed Click. A prospect is an “Attributed Lead” if a click on the Partner’s tracked link is recorded by the Tracking Platform within the ninety (90) days before that prospect books a call with Winly or submits a Winly inquiry form. The “Attributed Click” is the earliest such recorded click or, where a client is attributed manually under this Section, the date of the Partner’s content or call record on which the manual attribution is based.

Attributed Client. An Attributed Lead becomes an “Attributed Client” when Winly first collects payment from them and the client is matched to the Partner in Winly’s records. Because Winly’s offer converts on a sales call rather than at an online checkout, the parties acknowledge that attribution requires matching the Tracking Platform record to the booking and deal record in Winly’s CRM system and then to the record in Winly’s billing system. Winly is responsible for operating and maintaining that matching.

Secondary capture and manual attribution. Winly records the lead source on every sales call. The Tracking Platform record governs. Where no click was recorded but the lead source captured on the call, or other evidence, on balance shows that the prospect came from the Partner’s content, Winly will attribute the client to the Partner, and that decision is recorded with the reason. The exclusions in Section 5.5 apply equally to manually attributed clients.

Competing attribution. Where clicks from more than one Winly partner precede the same prospect, the client is attributed to the Winly partner whose click came first. A client is never attributed to more than one Winly partner, and commission is never split unless the parties agree otherwise in writing.

Records and disputes. Winly’s records of clicks, attribution, and payments collected govern, subject to the statement and query process in Section 7. Winly will provide the underlying click, booking, and billing records for any client the Partner queries in good faith.

Systems. References in this Agreement to Winly’s CRM system and billing system are to the systems Winly designates from time to time.

7. Payment and Statements

This Section applies where Structure A or B is elected.

Statements and payout. Winly issues a statement within fifteen (15) days of month close and pays the amount shown within thirty (30) days of month close, for Client Payments collected in the preceding month, without requiring a prior invoice. Each statement shows, for the period: each Attributed Client by masked account identifier, the payments collected from that client, the month of that client’s Commission Period, the rate applied, refunds and chargebacks deducted, and the amount payable.

Query window. The Partner may query a statement within thirty (30) days of receiving it, and Winly will respond within fifteen (15) days with the underlying records. Statements not queried within that period are treated as accepted, except that the period does not run while a query remains unanswered, and deemed acceptance does not apply to manifest error or fraud.

Minimum payout. Balances under USD 10 roll to the next cycle. Any residual balance is paid on the final payout following the end of the last Commission Period.

Client information. Statement information about Winly’s clients is Winly’s confidential information. The Partner will use it only to verify commission, will not contact any client identified on a statement in reliance on that information, and will not retain it after this Agreement ends other than as required for the Partner’s own tax records.

8. Grant of Rights and Content Usage

The Partner grants Winly a fully paid-up, royalty-free, worldwide, assignable, sublicensable licence to use the materials produced by the Partner under this Agreement, including the Partner’s audio and visual performance in them (the “Materials”), and the Partner’s name, voice, likeness, approved biographical information, and other indicia of identity (the “Partner’s Identity”). Those rights include, without limitation, the rights for Winly to:

1. use the Materials and the Partner’s Identity on organic and paid social media pages and feeds, websites, and emails owned or controlled by Winly;
2. run the Materials as advertising through the Partner’s accounts under Section 4; and
3. share, repost, and otherwise promote the Materials via organic and paid social media accounts, websites, and emails owned or controlled by Winly.

Winly may make customary edits for paid usage — resizing, clipping, captioning, formatting, and ad-platform versioning. Edits will not alter the substance of what the Partner says. To the extent permitted by law, the Partner waives all moral rights in the Materials in favour of Winly, its licensees, and its successors.

Duration. Where Structure B or C is elected, the licence in paragraphs (a) and (c) is perpetual and irrevocable, attaching to each piece of Materials on delivery and surviving termination. Where Structure A is elected, that licence ends on the later of twelve (12) months after termination and the end of the last Commission Period. The right in paragraph (b) — advertising delivered through the Partner’s own accounts — is not perpetual under any structure and ends on the termination date, in accordance with Section 4.

On expiry. When the licence ends, Winly will cease all further use of the Materials and will not create new posts or advertisements using them. Winly is not required to delete posts or shares published before expiry, and is not responsible for any sharing of the Materials by an unaffiliated party.

9. Disclosures, Claims, and Use of Dan Martell’s Identity

9.1 Disclosure

The Partner includes clear FTC and platform sponsorship disclosures in every post promoting Winly, including the paid-partnership or branded-content tag with @getwinly where the platform supports it. A commission or fee relationship is a material connection and must be disclosed. Disclosure must be clear, conspicuous, and above the fold, without the consumer needing to expand text or comments, and any video carries a prominent disclosure at the outset.

Every promotional post carries #ad and #GetWinly, plus an in-post @getwinly mention. #ad is mandatory and is never substituted by #GetWinly or by any other branded tag.

9.2 Claims Guardrails

All content produced under this Agreement follows the Winly claims guardrails:

1. No revenue, profit, valuation, or growth figures — absolute or percentage. This includes the Partner’s own numbers and any client numbers.
2. No guarantees of any outcome — pipeline, closed deals, business results, or otherwise.
3. No typicality claims. Nothing that generalizes — no “anyone can do this,” no “you’ll get the same result.” The Partner speaks only to the Partner’s own experience.
4. No AI-generated, synthetic, or cloned depiction of any real person presented as a genuine customer, testimonial, or endorsement.
5. Claims stay personal, past-tense, and experience-based: the problem, what changed, what is different now.
6. No factual claim about Winly’s product, performance, or results without Winly’s prior written approval. Subjective statements of the Partner’s own opinion and experience do not require separate approval, and the Partner is not required to narrate any copy the Partner believes is factually inaccurate.
7. The Partner does not represent or imply that the Partner is Winly, or an employee or agent of Winly.
8. If the Partner receives free product, comped access, or any consideration from a third party in connection with content produced under this Agreement, the Partner discloses it to Winly in writing before filming.

Winly may require the Partner to correct or remove any post that does not meet these guardrails, provided that where Winly approved the post under Section 3, Winly bears the cost of any re-shoot or re-edit not caused by the Partner’s misstatement. Breach of paragraphs (a), (b), (c), or (d) is a material breach with no cure period.

9.3 Dan Martell — Name, Likeness, and Endorsement

The Partner will not use Dan Martell’s name, image, likeness, voice, signature, or any other indicia of his identity, and will not state or imply his endorsement, participation, or involvement, in any content or communication under this Agreement, without Winly’s prior written approval in each instance.

The Partner will not create, commission, or distribute any AI-generated, synthetic, cloned, or simulated likeness of Dan Martell — voice, face, or video — under any circumstances. This prohibition is absolute and is not subject to approval.

Breach of either paragraph of this Section 9.3 is a material breach with no cure period and grounds for immediate termination. This Section 9.3 survives termination of this Agreement. The Partner acknowledges that this Section is given for the benefit of Dan Martell as well as Winly, and that Winly may enforce it on his behalf.

10. Reporting and Account Hygiene

The Partner provides post insights — views, reach, shares, and link clicks — within three (3) days of Winly’s request, and in any event no earlier than three (3) days after the relevant post.

The Partner will not: bid on Winly or Dan Martell brand terms in paid search; run advertising that represents the Partner as Winly; use Winly or Dan Martell trademarks in a domain name, handle, or account name; post Winly discount codes to coupon, deal-aggregator, or cashback sites; or send unsolicited bulk direct messages or comments promoting the tracked link.

Breach of the brand-term bidding, trademark, or impersonation restrictions in this Section is grounds for immediate termination without a cure period.

The Partner’s own publicity. The Partner may state publicly that the Partner works with Winly and may use Winly’s name and logo for that purpose, in accordance with any brand guidelines Winly provides.

11. Exclusivity

Except as stated below, this Agreement is non-exclusive.

Where Structure B or C is elected: during the Term and for one (1) month after it ends, the Partner will not create sponsored content for, promote, or accept a partnership with any brand competing with Winly in AI CRM, sales engagement, or social selling software. The Partner has disclosed to Winly in writing any existing arrangement in that category as at the Effective Date, and warrants that the disclosure is complete.

12. Termination, Survival, and the Commission Tail

Termination. Either party may terminate for convenience on thirty (30) days’ written notice under Section 2. Either party may terminate on written notice if the other commits a material breach of any representation, warranty, undertaking, or agreement and does not cure it in all material respects within ten (10) days of written notice of the breach. Breach of Sections 9.2(a) to (d), Section 9.3, or the brand-term bidding, trademark, or impersonation restrictions in Section 10 is grounds for immediate termination without a cure period.

Survival. Sections 5.3, 5.5, 5.6, 6, 7, 8, 9, 11, 12, 13, and 14 survive any termination or expiration of this Agreement, in each case to the extent applicable to the elected structure, together with any accrued payment obligations.

Commission Tail. On termination, each client attributed to the Partner as of the termination date continues to earn commission for the remainder of that client’s Commission Period, paid on Winly’s normal payout cycle and subject to Section 5.5 (the “Commission Tail”). No client attributed after the termination date earns commission. The Partner’s content obligations end on termination, and the Continued Earning Condition in Section 5.4 does not apply to the Commission Tail.

Payments on termination. Winly pays all commission accrued through the termination date on the next scheduled payout, and all content fees earned for deliverables accepted through that date. Where the content fee is stated on a per-month basis, Winly pays a pro rata share of that month’s fee equal to the proportion of that month’s deliverables accepted. The Partner stops using the tracked link and removes or updates active promotional posts on Winly’s reasonable request.

Kill fee. Where Structure B or C is elected and Winly terminates for convenience after the Partner has begun production on a deliverable but before it is delivered, Winly pays fifty percent (50%) of the content fee attributable to that deliverable, calculated under Section 5.2.

13. Representations, Warranties, and Indemnification

(a) The Partner represents and warrants that the Partner will comply with all applicable laws and regulations, including the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising, and with any creative brief Winly provides, including by prominently disclosing that the Partner is compensated by Winly in all published posts and advertisements featuring the Materials. This warranty does not extend to copy, claims, or targeting supplied, altered, or approved by Winly.

(b) The Partner represents and warrants that the Materials are original, that the Partner has all rights necessary from any person featured in the Materials, and that the Materials do not infringe or otherwise violate the rights of any third party. The Partner is solely responsible for obtaining all necessary licences, releases, and permissions for any individuals and third-party content, and for making all payments in connection with them. The Partner is not authorized to enter into any agreement as an agent for Winly.

(c) The Partner represents and warrants that the Partner has full authority to enter into this Agreement, to grant the licence in Section 8, and to grant the advertising access in Section 4.

(d) The Partner will indemnify, defend, and hold harmless Winly from and against all liabilities, damages, and costs (including reasonable legal fees and settlement costs) arising out of a third-party claim related to (i) the Partner’s breach of this Agreement, (ii) the Partner’s infringement of any third party’s intellectual property or other rights, or (iii) any property damage, personal injury, or death related to the Partner’s performance under this Agreement. This indemnity does not extend to content, copy, claims, or targeting supplied, edited, or approved by Winly.

(e) Winly will indemnify, defend, and hold harmless the Partner from and against all liabilities, damages, and costs (including reasonable legal fees and settlement costs) arising out of a third-party claim related to Winly’s breach of this Agreement, materials and claims Winly supplies or approves, and the advertising Winly runs through the Partner’s accounts.

14. General

Independent contractor. The Partner is an independent contractor, not an employee, agent, or partner of Winly, and has no authority to bind Winly.

Taxes. The Partner is responsible for the Partner’s own taxes and will supply the tax documentation Winly reasonably requests. Winly will issue any information return or slip required of it as a Canadian payer. Amounts are payable without deduction except as required by law, and where withholding is required Winly will remit it and provide the Partner with the relevant certificate or receipt.

Currency. All amounts in this Agreement are in United States dollars unless stated otherwise.

Exhibits. The Compensation Exhibit, the Whitelisting Exhibit, and Schedule A are set out below and, together with the Partnership Confirmation, form part of this Agreement.

Order of precedence. In the event of conflict, the body of this Agreement prevails over the Compensation Exhibit and the Whitelisting Exhibit, which prevail over Schedule A, except that the structure elected in the Compensation Exhibit governs.

Notices. Formal notices under this Agreement, including notice of breach and notice of termination, are given in writing by email to Winly at [email protected], and to the Partner at the email address the Partner gave in its partnership application, with a copy to the Representative where one is named. A notice is effective on the next business day after sending, provided the sender has not received an automated non-delivery notification. Either party may change its notice address by notice to the other. Routine operational communication, including content submission, Schedule A changes, and insights reporting, may be conducted by email without formal notice.

Confidentiality. Each party keeps confidential the other’s non-public information, including briefs, offer information, statement contents, and the partner-specific terms in the Partnership Confirmation, such as fees and any non-standard rate, and uses it only to perform this Agreement. This does not apply to information that is or becomes public through no breach of this Agreement, was known to the recipient before disclosure, or is independently developed. Each party may disclose to its professional advisers, accountants, and tax authorities, to a named Representative, and as required by law or court order, giving prior notice where lawful. This obligation continues for three (3) years after termination.

Entire agreement and amendment. This Agreement, with its Exhibits, Schedule A, and the Partnership Confirmation, is the entire agreement between the parties on its subject matter and supersedes any prior discussion. Amendments must be in writing and signed by both parties, except that Schedule A may be varied as provided in Section 3.

Assignment. Neither party may assign this Agreement without the other’s written consent, except that Winly may assign to a successor in interest.

Governing law and venue. This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable in that province. The courts of British Columbia have exclusive jurisdiction over any dispute arising out of it, and each party submits to that jurisdiction. Before commencing proceedings, the parties will attempt in good faith to resolve any dispute by discussion between senior representatives for thirty (30) days.

Severability and counterparts. If any provision is held unenforceable, the remainder continues in effect. This Agreement may be accepted electronically, and electronic acceptance is valid and binding as a signature.

Acceptance

By checking the acceptance box in the Winly partnership application and submitting it, the Partner (and any Representative submitting on the Partner’s behalf) confirms that it has read and agrees to this Agreement, that the person submitting has authority to bind the Partner, and that this electronic acceptance has the same effect as a signature. Winly executes this Agreement by issuing the Partnership Confirmation. Winly records the version of this Agreement accepted and the date of acceptance.

Compensation Exhibit

Whitelisting Exhibit

Schedule A — Content Deliverables

Per month of the Term. May be varied by written agreement under Section 3.

Questions

Questions about this Agreement can be sent to [email protected] before you accept.