Sizzle Offer and Information Agreement

Introduction

Decide what you want to sell

More than 30 product categories are available to Sellers.
Learn more about product categories

Review our sales plans

With five selling plans, Sizzle offers you the flexibility to sell one, or one thousand. An Enterprise Account on Sizzle comes equipped with all of our five flexible sales plans:

Plan 1: Sales: 10% Success Fee on gross sales (price before taxes or additional shipping charges).
Plan 2: Information and Brand Awareness Campaigns.
Views and Clicks: $15/CPM Views plus $0.27 Click through
Views and clicks are NOT charged on programs where Sellers are paying Success Fees unless transactions are less than 2% of Clicks.
Plan 3: Leads: $5/Lead Generation (B2B Customers Only)
Plan 4: Subscription: Tier 1, Tier 2 or Tier 3 (see below)
Plan 5: Charitable Donations: Sizzle charges 3% fee (not including processing fee) for providing a digital donation platform. In addition, Sizzle will provide all non-profit corporations the opportunity to set up a branded store inside Sizzle and Sizzle will help connect each non-profit with brands who are willing to sell their products inside the non-profit store at a favorable price to ensure a large donation is made on every sale.

Subscriptions

Set Up Charges	Tier 1	Tier 2	Tier 3
Adjust Image / Create Offer	$50/image	$45/image	$40/image
Encode Video	$35/video	$25/video	$20/video

Benefits
Number of Images (Equals Number of Unique Videos)	Up to 2	Up to 4	5+
Number of Videos	Up to 2	Up to 4	5+
Cumulative Views/Month	5,000	10,000	15,000
3 months	$269	$299	$329
6 months	$429	$489	$549
12 months	$756	$876	$989


Views that exceed the number allotted charge at $10/CPM
If less views are used in a period, the remaining balance of unused views will rollover to the next period, so nothing is purchased that is not used as long as the account is active.
Clickthroughs to websites are expected. If they lead to a transactional website, or to a special Sizzle store for this influencer then, Sizzle will earn our 10%. If they are to a straight website, then no charge for the clickthrough. If Enterprise User does not have a website or store, please pick your favorite charity, and give us that URL and Sizzle will link for free to that nonprofit organization donation page.

Register and start listing

Create your account on Sizzle.network, the Web interface where you will also manage your selling account.

General Terms

Welcome to Sizzle Offer/Information Systems, a suite of optional services for our clients.

THIS SIZZLE OFFER/INFORMATION SYSTEMS AGREEMENT (THE "AGREEMENT") CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND SIZZLE. BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAM POLICIES THAT APPLY FOR EACH COUNTRY FOR WHICH YOU REGISTER OR ELECT TO USE A SERVICE (IN EACH CASE, THE "ELECTED COUNTRY").

As used in this Agreement, "we," "us," and "Sizzle" means the applicable Sizzle Contracting Party and any of its applicable Affiliates, and "you" means the applicant (if registering for or using a Service as an individual), or the business employing the applicant (if registering for or using a Service as a business) and any of its Affiliates. Capitalized terms have the meanings given to them in this Agreement. If there is a conflict among terms in this Agreement, the Program Policies will prevail over any applicable Service Terms and the General Terms, and the applicable Service Terms will prevail over the General Terms.

1. Enrollment.

To begin the enrollment process, you must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law (for example, the Elected Country may not allow minors to use the Services). As part of the application, you must provide us with your (or your business') legal name, address, phone number and e-mail address. We may at any time cease providing any or all of the Services at our sole discretion and without notice.

2. Service Fee Payments; Receipt of Sales Proceeds.

Fee details are described in the applicable Service Terms and Program Policies. You are responsible for all of your expenses in connection with this Agreement. To use a Service, you must provide us with valid credit card information from a credit card or credit cards acceptable by Sizzle ("Your Credit Card") as well as valid bank account information for a bank account or bank accounts acceptable by Sizzle (conditions for acceptance may be modified or discontinued by us at any time without notice) ("Your Bank Account"). You will use only a name you are authorized to use in connection with a Service and will update all of the information you provide to us in connection with the Services as necessary to ensure that it at all times remains accurate, complete, and valid. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of Your Credit Card, and to charge Your Credit Card or debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise). All payments to you will be remitted to Your Bank Account through a banking network or by other means specified by us.

If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to Sizzle or third parties, then we may in our sole discretion withhold any payments to you for as long as we determine any related risks to Sizzle or third parties persist. For any amounts that we determine you owe us, we may (a) charge Your Credit Card or any other payment instrument you provide to us; (b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (c) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (d) reverse any credits to Your Bank Account; or (e) collect payment or reimbursement from you by any other lawful means. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, then we may in our sole discretion permanently withhold any payments to you. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency.

In addition, we may require that you pay other amounts to secure the performance of your obligations under this Agreement or to mitigate the risk of returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to Sizzle or third parties. These amounts may be refundable or nonrefundable in the manner we determine, and failure to comply with terms of this Agreement, including any applicable Program Policies, may result in their forfeiture.

As a security measure, we may, but are not required to, impose transaction limits on some or all users and sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to you: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (ii) if we permit a User to withdraw from a transaction because an Sizzle Site, Sizzle Apps, App or Service is unavailable following the commencement of a transaction.

3. Term and Termination.

The term of this Agreement will start on the date of your completed registration for or use of a Service, whichever occurs first, and continue until terminated by us or you as provided in this Agreement (the "Term"). We may terminate or suspend this Agreement or any Service for any reason at any time by notice to you. You may terminate this Agreement or any Service for any reason at any time by the means then specified by Sizzle. Termination or suspension of a Service will not terminate or suspend any other Service unless explicitly provided. Upon termination, all rights and obligations of the parties under this Agreement will terminate, except that Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, 16, and 18 will survive termination. Any terms that expressly survive according to the applicable Service Terms will also survive termination.

4. License.

You grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, and distribute any and all of Your Materials, and to sublicense the foregoing rights to our Affiliates and operators of Sizzle Associated Properties; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Trademarks (provided you are unable to do so using standard functionality made available to you via the applicable Sizzle Site, Sizzle Apps, or Service);

5. Representations.

You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing under the Laws of the country in which your business is registered and that you are registering for the Service(s) within such country; (b) you have all requisite right, power, and authority to enter into this Agreement, perform your obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by you or your Affiliates to Sizzle or its Affiliates is at all times accurate and complete; and (d) you and all of your subcontractors, agents, and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement.

6. Indemnification.

You release us and agree to indemnify, defend, and hold harmless us, our Affiliates, and our and their respective officers, directors, employees, representatives, and agents against any claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to: (a) your actual or alleged breach of any obligations in this Agreement; (b) any of Your Sales Channels other than Sizzle Site, Sizzle Apps, Sizzle Apps and Sizzle Associated Properties, Your Products (including their offer, sale, performance, and fulfillment), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death, or property damage related thereto; (c) Your Personnel (including any act or omission of Your Personnel or any Claim brought or directed by Your Personnel); or (d) Your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.

7. Disclaimer & General Release.

a. THE SIZZLE SITE, SIZZLE APPS AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU USE THE SIZZLE SITES, SNS SITE, SIZZLE APPS, AND THE SIZZLE SERVICES AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SIZZLE SITE, SIZZLE APPS AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.

b. BECAUSE SIZZLE IS NOT INVOLVED IN TRANSACTIONS BETWEEN USERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES SIZZLE (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

8. Limitation of Liability.

WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SIZZLE HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO SIZZLE IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.

9. Insurance.

If the gross proceeds from Your Transactions exceed the applicable Insurance Threshold during each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term for each applicable Elected Country commercial general, umbrella or excess liability insurance with the Insurance Limits per occurrence and in aggregate covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations and bodily injury, with policy(ies) naming Sizzle and its assignees as additional insureds. At our request, you will provide to us certificates of insurance for the coverage to the following address: c/o Sizzle, P.O. Box 5940 S. RAINBOW BL. #59023 LAS VEGAS, NV 89118-2540, Attention: Risk Management.

10. Tax Matters.

As between the parties, you will be responsible for the collection, reporting, and payment of any and all of Your Taxes, except to the extent Sizzle expressly agrees to receive taxes or other transaction-based charges in connection with tax calculation services made available by Sizzle and used by you. You agree to and will comply with the Tax Policies. All fees payable by you to Sizzle under this Agreement or the applicable Service Terms are exclusive of any applicable taxes, and you will be responsible for paying Sizzle any of Your Taxes imposed on such fees.

Tax Policies: As between the parties, you will be responsible for the collection and payment of any and all of your taxes. Any and all fees payable by you pursuant to this Agreement are exclusive of all sales, use, and similar taxes, and you will pay any taxes that are imposed and payable on such amounts. Except as otherwise provided in this Agreement, you agree that Sizzle is not obligated to determine whether taxes apply, and Sizzle is not responsible to collect, report, or remit any taxes arising from any transaction. However, if a taxing authority requires us to pay any of your taxes, you will promptly reimburse us for the amounts paid. If the product is shipped from outside your elected country, the recipient of the product may be required to pay, upon delivery, an amount related to assessed sales, goods and services, use, excise, import, value added, or other taxes or duties. Such taxes or duties, if any, are in addition to the sales proceeds collected by Sizzle.

11. Confidentiality.

During the course of your use of the Services, you may receive information relating to us or to the Services, including but not limited to Sizzle Transaction Information, that is not known to the general public ("Confidential Information"). You agree that: (a) all Confidential Information will remain Sizzle's exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other Person; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.

12. Force Majeure.

We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

13. Relationship of Parties.

Subject to the Transaction Processing Service Terms (if the Elected Country for a Service is the United States), you and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of Sizzle, you, and Users. As between you and us, you will be solely responsible for all obligations associated with the use of any third party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.

14. Use of Sizzle Transaction Information.

You will not, and will cause your Affiliates not to, directly or indirectly: (a) disclose any Sizzle Transaction Information (except that you may disclose that information solely as necessary for you to perform your obligations under this Agreement if you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any Sizzle Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a Person that has ordered Your Product with the intent to collect any amounts in connection therewith or to influence that Person to make an alternative transaction; (d) disparage us, our Affiliates, or any of their or our respective products or services or any You; or (e) target communications of any kind on the basis of the intended recipient being an Sizzle Site, Sizzle Apps, user. In addition, you may only use tools and methods that we designate to communicate with Sizzle Site, Sizzle Apps, users regarding Your Transactions, including for the purpose of scheduling, communicating, or cancelling the fulfillment of Your Products. The terms of this Section 14 do not prevent you from using other information that you acquire without reference to Sizzle Transaction Information for any purpose, even if that information is identical to Sizzle Transaction Information, provided that you do not target communications on the basis of the intended recipient being a Sizzle Site, Sizzle Apps, user.

15. Suggestions and Other Information.

If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to any Sizzle Site, Sizzle Apps, Apps or Service (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and Users, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content.

16. Modification.

We may amend any of the terms and conditions contained in this Agreement at any time and at our sole discretion. Any changes will be effective upon the posting of such changes on the applicable Sizzle Site, Sizzle Apps, SNS Site, and you are responsible for reviewing the Sizzle Site, Sizzle Apps, and informing yourself of all applicable changes or notices. All notice of changes to the General Terms and the Service Terms will be posted for at least 30 days. Changes to Program Policies may be made without notice to you. You should refer regularly to the Sizzle Site, Sizzle Apps, SNS Site, as applicable, to review the current Agreement (including the Service Terms and Program Policies) and to be sure that the items you offer can be offered via the applicable Service. YOUR CONTINUED USE OF A SERVICE AFTER SIZZLE'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.

17. Password Security.

Any password we provide to you may be used only during the Term to access the Services, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.

18. Miscellaneous.

The Governing Laws will govern this Agreement, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. If the Elected Country is Japan, Sizzle and you both consent that any dispute with Sizzle or its Affiliates or claim relating in any way to your use of the Services or this Agreement as it relates to your use of the Services in Japan will be adjudicated in the Governing Courts, and you consent to exclusive jurisdiction and venue in the Governing Courts. If the Elected Country is the United States, Canada, or Mexico, Sizzle and you both consent that any dispute with Sizzle or its Affiliates or claim relating in any way to this Agreement or your use of the Services will be resolved by binding arbitration as described in this paragraph, rather than in court, except that (i) you may assert claims in a small claims court that is a Governing Court if your claims qualify and (ii) you or we may bring suit in the Governing Courts, submitting to the jurisdiction of the Governing Courts and waiving our respective rights to any other jurisdiction, to enjoin infringement or other misuse of intellectual property rights. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Sizzle Claims Dept. 5940 S. Rainbow Bl. #59023 Las Vegas, NV 89118-2540. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Sizzle will not seek attorneys' fees and costs from you in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person at a mutually agreed location. Sizzle and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration Sizzle and you each waive any right to a jury trial.

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.

We have the right in our sole discretion to determine the content, appearance, design, functionality, and all other aspects of the Services, including by redesigning, modifying, removing, or restricting access to any of them.

Because Sizzle is not your agent (except for the limited purpose set out in the Transaction Processing Service Terms (if the Elected Country for a Service is the United States)), or the your agent for any purpose, Sizzle will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction.

We will send all notices and other communications regarding this Agreement to you at the e-mail addresses you designated for notifications and updates in your program application or within the Sizzle Site, Sizzle Apps, SNS Site as applicable, or by any other means then specified by Sizzle. We may also communicate with you electronically and in other media, and you consent to such communications regardless of any "E-mail Preferences" (or similar preferences or requests) you may have indicated on the applicable Sizzle Site, Sizzle Apps, SNS Site or by any other means. You may change your e-mail addresses and certain other information in the SNS Site, as applicable. You will ensure that all of your information is up to date and accurate at all times. You must send all notices and other communications relating to Sizzle to our Merchant Services Team by using the Contact Us form.

This Agreement incorporates and you accept the applicable Service Terms and Program Policies, which Sizzle may modify from time to time. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. If the Elected Country is Canada, then it is the express wish of the parties that this Agreement and the applicable Service Terms and Program Policies have been drafted in English. (The following is a French translation of the preceding sentence: Si le pays de service est le Canada, les parties conviennent que la présente autorisation et tous les termes et conditions applicables s'y rattachant soient rédigés en anglais.) If the Elected Country is any country other than Japan, we may make available translations to this Agreement and the applicable Service Terms and Program Policies, but the English version will control. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.

Definitions

As used in this Agreement, the following terms have the following meanings:

"Affiliate" means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.

"Sizzle Associated Properties" means any website, or other online point of presence, mobile application, service or feature, other than an Sizzle Site, Sizzle Apps, through which any Sizzle Site, Sizzle Apps, or products or services available on any of them, are syndicated, offered, merchandised, advertised, or described.

"Sizzle Contracting Party" means Sizzle Inc.

"Sizzle Site, Sizzle Apps," means, as applicable, the CA Sizzle Site, Sizzle Apps, the JP Sizzle Site, Sizzle Apps, the MX Sizzle Site, Sizzle Apps, or the US Sizzle Site, Sizzle Apps.

"Sizzle App" means, as applicable, the iOS and Android Sizzle Apps, available on iTunes, Google Play and Amazon Stores worldwide.

"Sizzle Transaction Information" means, collectively, Order Information and any other data or information acquired by you or your Affiliates from Sizzle, its Affiliates, or otherwise as a result of this Agreement, the transactions contemplated by this Agreement, or the parties' performance under this Agreement.

"Content" means copyrightable works under applicable Law and content protected by database rights under applicable Law.

"Excluded Products" means the items described on the applicable Restricted Products Page, the Sizzle Site, Sizzle Apps, any other applicable Program Policy, or any other information made available to you by Sizzle.

"Governing Courts" means the applicable one of the following:

the state or Federal court in Clark County, Nevada (if the Elected Country is Canada, Mexico, or the United States),
Tokyo District Court or Tokyo Summary Court depending upon the amount of the claim made (if the Elected Country is Japan).

"Governing Laws," means the applicable one of the following:

the laws of the State of Nevada, United States together with the Federal Arbitration Act and other applicable federal law (if the Elected Country is Canada, Mexico, or the United States),
the laws of Japan (if the Elected Country is Japan).

"Insurance Limits" means the applicable one of the following:

One Million Canadian Dollars ($1,000,000) (if the Elected Country is Canada),
One Hundred Million Japanese Yen (¥100,000,000) (if the Elected Country is Japan),
Ten Million Mexican Pesos ($10,000,000) (if the Elected Country is Mexico),
One Million U.S. Dollars ($1,000,000) (if the Elected Country is the United States).

"Insurance Threshold" means the applicable one of the following:

Ten Thousand Canadian Dollars ($10,000) (if the Elected Country is Canada),
One Million Japanese Yen (¥1,000,000) (if the Elected Country is Japan),
One Hundred Thousand Mexican Pesos ($100,000) (if the Elected Country is Mexico),
Ten Thousand U.S. Dollars ($10,000) (if the Elected Country is the United States).

"Intellectual Property Right" means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.

"Law" means any law, ordinance, rule, regulation, order, license, permit, judgment, decision, or other requirement, now or in the future in effect, of any governmental authority (e.g., on a federal, state, or provincial level, as applicable) of competent jurisdiction.

"Local Currency" means the applicable one of the following:

U.S. Dollars (if the Elected Country is the United States),
Canadian Dollars (if the Elected Country is Canada),
Mexican Pesos (if the Elected Country is Mexico),
Japanese Yen (if the Elected Country is Japan).

"Optional Coverage Plans" means warranties, extended service plans and related offerings, in each case as determined by us, that you offer.

"Order Information" means, with respect to any of Your Products ordered through a Sizzle Site, Sizzle Apps, the order information and shipping information that we provide or make available to you.

"Person" means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division, or other cognizable entity, whether or not having distinct legal existence.

"Program Policies" means all terms, conditions, policies, guidelines, rules, and other information on the Sizzle Sites, Sizzle Apps and SNS Site.

"Sales Proceeds" means the gross proceeds from any of Your Transactions, including all shipping and handling, gift wrap and other charges, and including taxes and customs duties to the extent specified in the applicable Tax Policies.

"Service" means each of the following services: Selling on Sizzle, Sizzle Clicks (including Sizzle Sponsored Products), and, if the Elected Country for a Service is the United States, the Transaction Processing Services, together in each case with any related services and materials we make available.

"Service Terms" means the service terms applicable to each Service, which are made part of this Agreement upon the date you elect to register for or use the applicable Service, and any subsequent modifications we make to those terms.

"SNS Site" means that website (and any successor or replacement of such website), the primary homepage of which is currently located at https://www.sizzle.network

"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles, and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology, or other functional item.

"Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel

"), trade name, other proprietary logo or insignia, or any other source or business identifier, protected or protectable under any Laws.

"US Sizzle Site, Sizzle Apps," means that website, the primary home page of which is identified by the url www.sizzle.network, www.sizzle.shop, www.sizzle.shop, www.sizzle.world, www.sizzle.global and any successor or replacement of such website.

"Your Materials" means all Technology, Your Trademarks, Content, Your Product information, data, materials, and other items or information provided or made available by you or your Affiliates to Sizzle or its Affiliates.

"Your Personnel" means any third party warranting, administering or otherwise involved in the offer, sale, performance, or fulfillment of Your Products, including any of your employees, representatives, agents, contractors, or subcontractors.

"Your Product" means any product or service (including Optional Coverage Plans) that you: (a) have offered through the Selling on Sizzle Service; or (b) have made available for advertising through the Sizzle Clicks Service.

"Your Sales Channels" means all sales channels and other means through which you or any of your Affiliates offers products or services, other than physical stores.

"Your Taxes" means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason (a) in connection with any advertisement, offer or sale of products or services by you on or through or in connection with the Services; (b) in connection with any products or services provided for which Your Products are, directly or indirectly, involved as a form of payment or exchange; or (c) otherwise in connection with any action, inaction, or omission of you or your Affiliates, or any Persons providing products or services, or your or their respective employees, agents, contractors, or representatives, for which Your Products are, directly or indirectly, involved as a form of payment or exchange.

"Your Trademarks" means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.

"Your Transaction" means any sale of Your Product(s) through a Sizzle Site, Sizzle Apps, or Sizzle App.

Selling on Sizzle Service Terms

The Selling on Sizzle Service ("Selling on Sizzle") is a Service that allows you to offer certain products and services directly on the Sizzle Site, Sizzle Apps and Apps and the Sizzle Software Development Kits (SDKs) which install Sizzle as a branded experience into other apps.

These Selling on Sizzle Service Terms are part of the Agreement, but, unless specifically provided otherwise, concern and apply only to your participation in Selling on Sizzle. BY REGISTERING FOR OR USING THE SELLING ON SIZZLE SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE SIZZLE OFFER AND INFORMATION AGREEMENT INCLUDING THESE SELLING ON SIZZLE SERVICE TERMS.

S-1 Your Product Listings and Orders.

S-1.1 Products and Product Information. You will provide in the format we require accurate and complete Required Product Information for each product or service that you offer through any Sizzle Site, Sizzle Apps, or App and promptly update that information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on any Sizzle Site, Sizzle Apps, comply with all applicable Laws (including all minimum age, marking and labeling requirements) and do not contain any sexually explicit (except to the extent expressly permitted under our applicable Program Policies), defamatory or obscene materials. You may not provide any information for, or otherwise seek to offer any Excluded Products on any Sizzle Site, Sizzle Apps; or provide any URL Marks for use, or request that any URL Marks be used, on any Sizzle Site, Sizzle Apps.

S-1.2 Product Listing; Merchandising; Order Processing. We will enable you to list Your Products on a particular Sizzle Site, Sizzle Apps, and conduct merchandising and promote Your Products as permitted by us (including via the Sizzle Associated Properties or any other functions, features, advertising, or programs on or in connection with the applicable Sizzle Site, Sizzle Apps,). We may use mechanisms that rate, or allow shoppers to rate, Your Products and your performance as a seller and Sizzle may make these ratings and feedback publicly available. We will provide Order Information to you for each order of Your Products through the applicable Sizzle Site, Sizzle Apps. We will also receive all Sales Proceeds on your behalf for each of these transactions and will have exclusive rights to do so, and will remit them to you in accordance with these Selling on Sizzle Service Terms.

S-1.3 Shipping and Handling Charges. For Your Products ordered by Users on or through a Sizzle Site, Sizzle Apps, you will determine the shipping and handling charges subject to our Program Policies and standard functionality.

S-1.4 Credit Card Fraud. You will bear the risk of credit card fraud (i.e., a fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions made within the Sizzle Site, Sizzle Apps. You will bear all other risk of fraud or loss. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop, and/or cancel any of Your Transactions. You will stop or cancel orders of Your Products if we ask you to do so. If you have already transferred Your Products to a carrier or shipper when we ask you to stop or cancel an order, you will use commercially reasonable efforts to stop or cancel delivery of that order. You will refund any User (in accordance with Section S-2.2) that has been charged for an order that we stop or cancel.

S-2 Sale and Fulfillment; Refunds and Returns.

S-2.1 Sale and Fulfillment. You will: (a) source, offer, sell and fulfill your Seller-Fulfilled Products, and source and, offer and sell your Sizzle-Fulfilled Products, in each case in accordance with the terms of the applicable Order Information, this Agreement, and all terms provided by you or us and displayed on the applicable Sizzle Site, Sizzle Apps, at the time of the order and be solely responsible for and bear all risk for those activities; (b) package each of Your Products in a commercially reasonable manner complying with all applicable packaging and labeling requirements and ship each of Your Products on or before its Expected Ship Date; (c) retrieve Order Information at least once each business day; (d) only cancel Your Transactions as permitted pursuant to your terms and conditions appearing on the applicable Sizzle Site, Sizzle Apps, at the time of the applicable order or as may be required under this Agreement; (e) fulfill Your Products throughout the Elected Country (except to the extent prohibited by Law or this Agreement); (f) provide to Sizzle information regarding fulfillment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all Street Date instructions; (h) ensure that you are the seller of each of Your Products; (i) include an order-specific packing slip, and, if applicable, any tax invoices, within each shipment of Your Products; (j) identify yourself as the seller of each of Your Products on all packing slips or other information included or provided in connection with Your Products and as the Person to which a You may return the applicable product; and (k) except as expressly permitted by this Agreement, not send Users emails confirming orders or fulfillment of Your Products.

S-2.2 Cancellations, Returns, and Refunds. The Sizzle Refund Policies for the applicable Sizzle Site, Sizzle Apps, will apply to Your Products. Subject to Section F-6, you will promptly accept, calculate, and process cancellations, returns, refunds, and adjustments in accordance with this Agreement and the Sizzle Refund Policies for the Sizzle Site, Sizzle Apps, using functionality we enable for your account. Without limiting your obligations, we may in our sole discretion accept and calculate cancellations, returns, refunds, and adjustments for the benefit of Users. You will route any payments to Users in connection with Your Transactions through Sizzle.

S-3 Problems with Your Products.

S-3.1 Delivery Errors and Nonconformities; Recalls. You are solely responsible for any non-performance, non-delivery, misdelivery, theft, or other mistake or act in connection with the fulfillment of Your Products, except to the extent caused by: (a) our failure to make available to you Order Information as it was received by us or resulting from address verification. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of Your Products or other products provided in connection with Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products or other products provided in connection with Your Products.

S-3.2 A-to-Z Guarantee and Chargebacks. If we inform you that we have received or initiated a claim under the "A-to-Z Guarantee" offered on a particular Sizzle Site, Sizzle Apps, or any chargeback or other dispute, concerning one of Your Transactions, you will deliver to us in a format and manner we specify: (a) proof of fulfillment of Your Product(s) (as applicable); (b) the applicable Sizzle order identification number; (c) a description of Your Product(s) (as applicable); (d) transaction records (as applicable) and (e) any terms provided by you or us and displayed on the Sizzle Site, Sizzle Apps, at the time of the transaction in question.

S-4 Parity with Your Sales Channels. Subject to this Section S-4, you are free to determine which of Your Products you wish to offer on the Sizzle Site, Sizzle Apps. You will maintain parity between the products you offer through Your Sales Channels and the products you list on the Sizzle Site, Sizzle Apps, by ensuring that : (a) the Purchase Price and every other term of offer or sale of Your Product (including associated shipping and handling charges, Shipment Information, any "low price" guarantee, rebate or discount, any free or discounted products or other benefit available as a result of purchasing one or more other products, and terms of applicable cancellation, return and refund policies) is at least as favorable to Sizzle Site, Sizzle Apps, users as the most favorable terms upon which a product is offered or sold via Your Sales Channels (excluding consideration of Excluded Offers); (b) User service for Your Products is at least as responsive and available and offers at least the same level of support as the most favorable User services offered in connection with any of Your Sales Channels; and (c) the Content, product and service information, and other information under Section S-1.1 regarding Your Products that you provide to us is of at least the same level of quality as the highest quality information displayed or used in Your Sales Channels. If Users become aware of any non-compliance with (a) above, you will promptly compensate adversely affected Users by making appropriate refunds to them in accordance with Section S-2.2.

S-5 Compensation. You will pay us: (a) the applicable Sizzle Success Fees; (b) any other applicable fees described in this Agreement (including any applicable Program Policies). With respect to each of Your Transactions: (i) "Sales Proceeds" has the meaning set out in this Agreement; and (ii) "Success Fee" means the applicable fee based on the Sales Proceeds from Your Transaction through the applicable Sizzle Site, Sizzle Apps, specified on the Selling on Sizzle Fee Schedule for that Sizzle Site, Sizzle Apps, at the time of Your Transaction, based on the categorization by Sizzle of the type of product that is the subject of Your Transaction.

S-6 Remittance of Sales Proceeds & Refunds. Except as otherwise stated in this Agreement, your financial transactions between Sizzle Users and you, will transact with your choice of merchant processors. Sizzle is not party to your financial transaction with Sizzle Users. Sizzle will charge your credit card or your ACH account, your outstanding Success Fee balance on a bi-weekly (14 day) (or at our option, more frequent) basis, which may vary for each Elected Country. For each remittance, your fee balance is equal to the fee specified as such on the Selling on Sizzle Fee Schedule for the applicable Sizzle Site, Sizzle Apps any Sales Proceeds received by You, calculated as the Gross Purchase price less: (a) sales tax; (b) the applicable Variable Closing Fee; (c) shipping fees; (d) any other applicable fees described in this Agreement (including any applicable Program Policies); and (e) any amounts we require you to maintain in your account balance pursuant to this Agreement (including payments withheld pursuant to Section 2 of the General Terms, Section S-1.4, and applicable Program Policies).

We may establish a reserve on your account based on our assessment of risks to Sizzle or third parties posed by your actions or performance, and we may modify the amount of the reserve from time to time at our sole discretion.

If you refund money to a User in connection with one of Your Transactions, on the next available Remittance Calculation Date we will refund to you the amount of the Referral Fee paid by you to us attributable to the amount of the User refund. “Refund Administration Fee” means the applicable fee described on the Refund Administration Fee Schedule for the Sizzle Site, Sizzle Apps.

S-7 Control of Sizzle Site, Sizzle Apps. We have the right in our sole discretion to determine the content, appearance, design, functionality, and all other aspects of the Sizzle Site, Sizzle Apps, including by redesigning, modifying, removing, or restricting access to any of them, and by suspending, prohibiting, or removing any listing.

S-8 Effect of Termination. Upon termination of these Selling on Sizzle Service Terms in connection with the Sizzle Site, Sizzle Apps, all rights and obligations of the Parties under these Selling on Sizzle Service Terms with regard to such Sizzle Site, Sizzle Apps, will be extinguished, except that the rights and obligations of the Parties with respect to Your Transactions occurring during the Term will survive the termination or expiration of the Term.

Selling on Sizzle Definitions

"Sizzle Refund Policies" means the return and refund policies published on the Sizzle Site, Sizzle Apps, and applicable to products and services offered via the Sizzle Site, Sizzle Apps.

"BMVD Product" means any book, magazine or other publication, sound recording, video recording, and/or other media product in any format, including any subscription, in each case excluding any software product, computer game, and/or video game.

"Excluded Offer" means any discount, rebate, promotional offer, or other term of offer and/or sale that you: (a) have attempted to make available through the Sizzle Site, Sizzle Apps, but that we do not honor or support (but only until such time as we honor or support the same on such Sizzle Site, Sizzle Apps,); or (b) make available solely to third parties that either (i) purchase products solely for resale and who are not end users of such products (i.e., wholesale purchasers), or (ii) if the Elected Country is Canada, Mexico, or the United States, have affirmatively elected and opted-in to participate in your or one of your Affiliates' membership-based User loyalty or User incentive programs.

"Expected Ship Date" means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the User), or the shipping availability date, as applicable, specified by User in the relevant inventory/product data feed for Your Product; or (b) if you do not specify shipping availability information in such inventory/product data feed or that Your Product is in a product category that Sizzle designates as requiring shipment within two (2) business days, two (2) business days after the date on which the relevant order is placed by the User.

"Media Product" means any book, magazine or other publication, sound recording, video recording, software product, computer game, videogame, or other media product in any format, including any related subscription, offered through the Sizzle Site, Sizzle Apps.

"Purchase Price" means the total amount payable or paid for Your Product (including taxes and shipping and handling charges only to the extent specified in the applicable Tax Policies).

"Remittance Calculation Date" is the date that is two (2) business days prior to the date of remittance (the "Remittance Calculation Date").

"Required Product Information" means, with respect to each of Your Products in connection with the Sizzle Site, Sizzle Apps, the following (except to the extent expressly not required under the applicable Program Policies): (a) description, including as applicable, location-specific availability and options, scheduling guidelines and service cancellation policies; (b) SKU and UPC/EAN/JAN numbers, and other identifying information as Sizzle may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by Sizzle from time to time); (d) categorization within each Sizzle product category and browse structure as prescribed by Sizzle from time to time; (e) digitized image that accurately depicts only Your Product, complies with all Sizzle image guidelines, and does not include any additional logos, text or other markings; (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality); (h) any text, disclaimers, warnings, notices, labels, warranties, or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising, or sale of Your Product; (i) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a User should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) SKU and UPC/EAN/JAN numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalog; (p) the state or country Your Product ships from; and (q) any other information reasonably requested by us (e.g., the condition of used or refurbished products; and invoices and other documentation demonstrating the safety and authenticity of Your Products).

"Seller-Fulfilled Products" means all of Your Products.

"Shipment Information" means, with respect to any of Your Products, the estimated or promised shipment and delivery date.

"Street Date" means the date(s), if any, specified by the manufacturer, distributor, and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to Users.

"URL Marks" means any Trademark, or any other logo, name, phrase, identifier, or character string, that contains or incorporates any top level domain (e.g., .com, .edu, .ca, .fr, .jp) or any variation of a top level domain (e.g., dot com, dotcom, net, or com).

"Your Transaction" is defined in the General Terms of this Agreement; however, as used in these Selling on Sizzle Service Terms, it means any and all such transactions through Selling on Sizzle only.

Sizzle Clicks Service Terms

Sizzle Clicks, including Sizzle Sponsored Products ("Sizzle Clicks"), is a Service that allows you to advertise Your Products on Sizzle Network Properties, Sizzle Site, Sizzle Apps.

These Sizzle Clicks Service Terms are part of the Agreement, and, unless specifically provided otherwise, concern and apply only to your participation in Sizzle Clicks. BY REGISTERING FOR OR USING SIZZLE CLICKS, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE SIZZLE CLICKS SERVICE TERMS.

C-1 Sizzle Clicks Your Offers may be displayed or made available on Sizzle Network Properties as you determine in the Sizzle Offer Engine. We do not guarantee that Your Offers will be displayed or made available on any Sizzle Network Property, or that Your Offers will appear in any particular position or rank. Notwithstanding any other provision of the Agreement, we may in our sole discretion restrict, modify or otherwise determine the content, appearance, design, functionality and all other aspects of Your Offers, and we may remove any of Your Offers without notice. Except to the extent expressly stated in the Agreement, you are solely responsible for all obligations, risks and other aspects pertaining to the sale of any of Your Products or Your Services referred to in Your Offers, including without limitation order processing, order fulfillment, returns, refunds, recalls, misdelivery, theft, User service, and collection of taxes. In addition, you are solely responsible for all ad content, URLs and any other information you submit to us in connection with Your Offers, and the websites and/or other properties to which Your Offers direct users (other than the Sizzle Site, Sizzle Apps).

We may use mechanisms that rate, or allow users to rate, Your Products and/or your performance, and we may make these ratings and feedback publicly available. We may use any means we determine necessary to review and monitor Your Offers to improve our service and Offer quality.

C-2 Product Information You will, in accordance with applicable Program Policies, provide, in the format we require, accurate and complete information for each of Your Offers. You will update this information as necessary to ensure that it is at all times accurate and complete. You will not provide any information for, or otherwise seek to advertise for sale on any Sizzle Network Property, any products that are unlawful or are otherwise prohibited by applicable Program Policies.

C-3 Sizzle Clicks Requirements Using the highest industry standards, you will treat Users and Users who link to Your Products via any of Your Offers with courtesy and respect during all stages of the buying process and resolve to our and their satisfaction in a timely and professional manner any related You service matters we or they bring to your attention. You will ensure that Your Materials and your advertisement, offer, sale and fulfillment of Your Products comply with all applicable Laws and Program Policies. You will not, directly or indirectly, engage in any fraudulent, impermissible, inappropriate or unlawful activities in connection with your participation in Sizzle Clicks, including: (a) sending multiple listings of identical products in the same feed or sending multiple feeds under different accounts; (b) generating fraudulent, repetitive or otherwise invalid clicks, impressions, queries or other interactions, whether through the use of automated applications or otherwise; (c) collecting any user information from any Sizzle Network Property or retrieving, extracting, indexing or caching any portion of any Sizzle website or services or the websites or services of our Affiliates, whether through the use of automated applications or otherwise; (d) targeting communications of any kind on the basis of the intended recipient being a user of any Sizzle Network Property; (e) interfering with the proper working of any Sizzle Network Property, Sizzle Clicks or our systems; or (f) attempting to bypass any mechanism we use to detect or prevent any of the activities described in this paragraph.

C-4 Payment and Tax Matters You will pay us the applicable fees we calculate for your use of the Sizzle Clicks Service. Any per Click fee will be determined solely by Sizzle’s published rate, consistent with any applicable product category minimums and Program Policies. You agree to pay us the applicable fees we calculate for your use of the Sizzle Clicks Service in the applicable Local Currency only. In addition to any other means permitted by the Agreement, we may collect the applicable fees: (a) in accordance with the payment ladder described in the Program Policies; and (b) on a recurring monthly basis for any remaining unpaid fees accrued after the last ladder payment charged each month. If we choose to invoice you for amounts due to us under the Agreement, you will pay the invoiced amounts within 30 days of the date of the applicable invoice. We may require payment of interest at the rate of 1.5% per month compounded monthly (19.56% compounded annually) or the highest legally permissible rate, whichever is lower, on all amounts not paid when due until paid in full. You will reimburse us for all fees incurred in connection with our collection of amounts payable and past due. You waive all claims related to the fees we charge (including without limitation fees based on suspected invalid Clicks on or invalid impressions of Your Offers), unless claimed within 60 days after the date charged. You understand third parties may generate impressions or Clicks on Your Offers for improper purposes, and you accept this risk. Your sole and exclusive remedy for any suspected invalid impressions or Clicks is to request advertising credits within the timeframe set out above.

C-5 Effect of Termination Upon any termination of the Term of the Agreement or these Sizzle Clicks Service Terms, all rights and obligations of the parties under these Sizzle Clicks Service Terms will terminate, except that Sections C-1, C-2, C-4, C-5, C-6 and C-7 will survive termination.

C-6 Agents If you are an Agent: (a) you represent and warrant that you have been appointed as an agent of an Sizzle Clicks Participant, that you are duly authorized to enter into this Agreement on behalf of the Sizzle Clicks Participant and have full power and authority to bind the Sizzle Clicks Participant to this Agreement, that all of your actions related to this Agreement and the Sizzle Clicks Service will be within the scope of this agency, and that the Agreement including these Sizzle Clicks Service Terms will be enforceable against the Sizzle Clicks Participant in accordance with its terms; (b) you will, upon our request, provide us written confirmation of the agency relationship between you and the Sizzle Clicks Participant, including, for example, the Sizzle Clicks Participant’s express acknowledgment that you are its Agent and are authorized to act on its behalf in connection with Sizzle Clicks; (c) except as set forth in the Agreement, you will not make any representation, warranty, promise or guarantee about Sizzle Clicks, us or your relationship with us; (d) you will perform your duties pursuant to the Agreement including these Sizzle Clicks Service Terms in a professional manner consistent with any requirements we may establish; (e) you will not at any time use information received in connection with Sizzle Clicks to conduct any marketing efforts targeted at our existing advertisers or Sizzle Clicks Participants; (f) you and the Sizzle Clicks Participant are each responsible for all payment obligations under these Sizzle Clicks Service Terms, and you and the Sizzle Clicks Participant each waive any rights that might require us to proceed against one or more of you prior to proceeding against the other; and (g) you will abide by all restrictions applicable to the Sizzle Clicks Participant under this Agreement, including without limitation confidentiality and non-use obligations (e.g., you will not disclose any Confidential Information generated or collected in connection with Sizzle Clicks to any person or entity other than to the Sizzle Clicks Participant to which such data or information relates, and you will not use any Confidential Information generated or collected in connection with Sizzle Clicks for any purpose other than creating, managing, and reporting advertising campaigns on Sizzle Network Properties on behalf of the particular Sizzle Clicks Participant that has expressly authorized you to do so).

C-7 Miscellaneous

C-7.1 Representations In addition to your representations and warranties in Section 5 of the Agreement, you represent and warrant to us that: (a) on any website to which Your Offers link (other than on the Sizzle Site, Sizzle Apps,), you will at all times post and comply with a privacy policy that complies with all applicable Laws; and (b) Your Materials and any information displayed on your website or on any website to which Your Offers link (for the Sizzle Site, Sizzle Apps, only to the extent such information is based on Your Materials) comply with all applicable Laws (including without limitation all marking and labeling requirements) and do not contain any false, misleading, infringing, defamatory, obscene or sexually explicit materials (except to the extent expressly permitted under applicable Program Policies).

C-7.2 Indemnification In addition to your obligations under Section 6 of the Agreement, you agree to indemnify, defend and hold harmless us, our Affiliates, and our and their respective officers, directors, employees, representatives and agents against any Claim arising from or related to: (a) your participation in Sizzle Clicks, including without limitation the display of any of Your Offers, any Content, data, materials or other items or information to which Your Offers link, or any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing; (b) your actual or alleged breach of any representation, warranty, or obligation set forth in these Sizzle Clicks Service Terms or the Program Policies; or (c) if you are an Agent, any breach or alleged breach of Section C-6 or your other representations, warranties, or obligations set forth in these Sizzle Clicks Service Terms.

C-7.3 Disclaimers IN ADDITION TO THE DISCLAIMERS IN SECTION 7 OF THE AGREEMENT, WE AND OUR AFFILIATES DISCLAIM AND YOU WAIVE ALL CLAIMS REGARDING ANY GUARANTEES ABOUT TIMING, POSITIONING, ADJACENCY, PERFORMANCE, QUANTITY OR QUALITY OF (AS APPLICABLE): PLACEMENTS, TARGETING, IMPRESSIONS, CLICKS, CLICK RATES, CONVERSION RATES, AUDIENCE SIZE, DEMOGRAPHICS OR ADVERTISING COSTS.

C-7.4 API Partner You may authorize another entity (“API Partner”) to access or use the Sizzle Clicks Service on your behalf through an application program interface or other means as we may designate. Your authorization of an API Partner to access or use the Sizzle Clicks Services is conditioned on our consent, which we may grant or withdraw at any time in our sole discretion. You will require your API Partner to be bound by, and your API Partner will comply with, all restrictions applicable to you under this Agreement (including without limitation your confidentiality and non-use obligations). As between you and us, you will be fully responsible for the acts, omissions, and obligations of your API Partner as if such acts, omissions, and obligations were your acts, omissions, and obligations.

Sizzle Clicks Definitions

"Agent" means an advertising agency or other person or entity who represents a Sizzle Clicks Participant as its agent.

"Sizzle Clicks Participant" means any person or entity enrolled in Sizzle Clicks by you if you are the Agent of that person or entity.

"Sizzle Network Properties" means: (a) the Sizzle Site, Sizzle Apps; (b) any website, app, device, service, feature or other online point of presence operated by Sizzle or any of our Affiliates; and (c) any Sizzle Associated Properties.

"Click" means each time a user clicks on any of Your Offers as determined solely by Sizzle.

"Your Offers" means any advertisement for Your Product or Service based upon Your Materials that is displayed through Sizzle Clicks.

Transaction Processing

The Sizzle Network, consisting of the Sizzle Site, Sizzle Apps does not process your transactions directly. The Sizzle Network uses Merchant Pro Express (MPX) to process payments on behalf of You, or to channel Your completed sales through one of their payment gateways to the merchant processor of your choosing, provided that the merchant processor is accessible through one of MPX’s many payment gateways. Sizzle does not ever view, nor have possession of any of the User’s credit data. All data fields are tokenized and viewed solely by MPX for transaction.

In the event of payment through MPX, or in the event of a direct purchase made through the Sizzle Network concluding in a transaction on Your website or app, Sizzle will debit your credit card or ACH account on a biweekly basis for Sizzle Success Fees, or less or more often, as required.

Sizzle Network Service Terms

The Sizzle Network Service (“SNS”) is a Service that enables your systems to interface with certain features or functionality available to Sellers. These SNS Service Terms are part of the Agreement, but, unless specifically provided otherwise, concern and apply only to your participation in SNS.

BY REGISTERING FOR OR USING THE SIZZLE NETWORK SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE SIZZLE NETWORK SERVICE TERMS.

SNS-1 Description of the Sizzle Network Service. We may make available to you SNS Materials that permit your systems to interface with certain features or functionality available to Sellers. SNS and SNS Materials are provided by us at no charge, subject to the General Terms of this Agreement and the Sizzle Network Service Terms. All terms and conditions applicable to SNS and SNS Materials are solely between you and us. SNS Materials that are Public Software may be provided to you under a separate license, in which case, notwithstanding any other provision of this Agreement, that license will govern your use of those SNS Materials. For the avoidance of doubt, except to the extent expressly prohibited by the license governing any SNS Materials that are Public Software, all of the non-license provisions of this Agreement will apply.

SNS-2 License and Related Requirements.

SNS-2.1 Generally. Subject to your completion of our online registration process for SNS and compliance with the terms of this Agreement, including all applicable Program Policies, we grant you a limited, revocable, non-exclusive, non-sublicenseable, nontransferable license to do the following: (a) access and use SNS, and install, copy, and use SNS Materials, solely in support of your use of the Services covered by this Agreement in accordance with any applicable SNS Specifications, or (b) access and use SNS, and install, copy, use, and distribute SNS Materials, for the purpose of integrating or enhancing a Seller’s systems with the features and functionality permitted by us to be accessed through SNS, but solely in support of Sellers who (i) we approve as participating in good standing in the applicable Services covered by this Agreement, and (ii) have specifically authorized you to provide support services for their Selling Account under an agreement between you and the applicable Seller.

SNS-2.2 Selling Account. You must maintain a Selling Account (which may be a Staging Account) in good standing at all times during the Term.

SNS-2.3 License Restrictions. You may use and access SNS and applicable SNS Materials only through SNS SDKs documented and communicated by us to you. You may not and may not authorize any other party to do any of the following with SNS or SNS Materials: (a) reverse engineer, decompile, or disassemble them; (b) modify or create derivative works based upon them in whole or in part; (c) distribute copies of them; (d) remove any proprietary notices or labels on them; (e) use any Public Software in any manner that requires, pursuant to the license applicable to such Public Software, that SNS or any SNS Materials be disclosed, licensed, distributed, or otherwise made available to anyone; (f) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to them; (g) access or use them in a way intended to avoid incurring any applicable fees or exceeding usage limits or quotas; or (h) engage in any activities we otherwise prohibit. In addition, all licenses granted in these Sizzle Network Service Terms are conditional on your continued compliance with this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement.

SNS-2.4 Account Identifiers and Credentials. To access SNS SDKs, you must use your Account Identifiers and Credentials in accordance with these Sizzle Network Service Terms. Your Account Identifiers and Credentials are for your personal use only and you must maintain their secrecy and security. You are solely responsible for all activities that occur using your Account Identifiers and Credentials, regardless of whether the activities are undertaken by you or a third party (including your employees, contractors, or agents). You will provide us with notice immediately if you believe an unauthorized third party may be using your Account Identifiers and Credentials or if your Account Identifiers and Credentials are lost or stolen. We are not responsible for unauthorized use of your Account Identifiers and Credentials.

SNS-2.5 Security of Your Information. You are solely responsible for the development, content, operation, and maintenance of Your Information, and for properly configuring and using SNS and taking your own steps to maintain appropriate security, protection and backup of Your Information, including using encryption technology to protect them from unauthorized access and routinely archiving them. We are not responsible for any unauthorized access to, alteration of, or the deletion, destruction, damage, loss, or failure to store any of Your Information in connection with SNS (including as a result of your or any Seller’s or other third party’s errors, acts, or omissions).

SNS-2.6 SNS Applications. Prior to making your SNS Application available for commercial use, you must thoroughly test your SNS Application to ensure that it operates properly with SNS and SNS Materials, including, without limitation, that it complies with SNS Specifications.

SNS-2.7 Information and System Access. To the extent you access or use SNS or SNS Materials for the purposes set forth in Section SNS-2.1 of this Agreement, you will not access or use any Selling Account unless and only for so long as the access and use is (a) approved beforehand in writing by the Seller as part of a binding agreement between you and the Seller, and (b) required to deliver or operate an SNS Application to or on behalf of the Seller in accordance with that agreement. You may not modify the account settings, Content, or offers of any Selling Account or make any other change to a Selling Account except to the extent authorized in writing by the Seller as part of a binding agreement between you and the Seller. You will not access or use any SNS Transaction Information or Personal Information for any purpose other than the delivery or operation of an SNS Application to or on behalf of the Seller. You may not reproduce or disseminate or disclose to any third party any SNS Transaction Information or Personal Information for any purpose. Without limiting the foregoing, you will (i) take appropriate technical and organizational measures to protect against unauthorized or unlawful processing or use of SNS Transaction Information or Personal Information and against accidental loss or destruction of, or damage to, SNS Transaction Information or Personal Information, (ii) maintain all SNS Transaction Information and Personal Information logically separate from all other information, and (iii) at all times ensure that you are aware of and have documentation of the location of all copies of any SNS Transaction Information or Personal Information stored by or for you.

SNS-3 Termination.

SNS-3.1 Termination of Your Access to SNS and SNS Materials. Without limiting the parties’ rights and obligations under the Agreement, we may limit, suspend, or terminate your access to SNS and all SNS Materials at any time and for any reason upon notice to you, including but not limited to circumstances where your access to any other Service is suspended or terminated, where the access of any Seller you support to use one or more Services is suspended or terminated, or if we determine:

your use of SNS or SNS Materials (a) poses a security risk to SNS or SNS Materials or any Seller or other of our Users, (b) may harm our systems or any Seller or other of our Users, or (c) may subject us or any third party to liability;
you are using SNS or SNS Materials for fraudulent or illegal activities; or
our provision of any aspect of SNS or SNS Materials to You are prohibited by law.

Upon any suspension or termination of your access to SNS, you will immediately cease use of SNS and all SNS Materials. Upon any termination of your access to SNS, you will also immediately destroy all SNS Materials. Upon any suspension or termination of your access to SNS, we may cause your Account Identifiers and Credentials to cease to be recognized by the Sizzle Network for the purposes of SNS and SNS Materials.

SNS-3.2 Effect of Termination. Upon termination of these Sizzle Network Service Terms, all rights and obligations of the Parties under these Sizzle Network Service Terms will be extinguished, except that Sections SNS-1, SNS-3, SNS-4, SNS-5, SNS-6, SNS-7, SNS-8, SNS-9, and SNS-10 survive termination.

SNS-4 Modifications to SNS or SNS Materials. We may change, deprecate, or discontinue SNS or SNS Materials (including by changing or removing features or functionality of SNS or SNS Materials) from time to time.

SNS-5 Notices. For notices made by you to us under these Sizzle Network Service Terms and for questions regarding this Agreement, SNS, or SNS Materials, you may contact us at the Contact Address.

SNS-6 Suggestions. If you suggest to us improvements to SNS or SNS Materials (collectively, "SNS Suggestions"), in addition to the rights you grant to us in the General Terms, we will own all right, title, and interest in and to the SNS Suggestions, even if you have designated the SNS Suggestions as confidential. We will be entitled to use the SNS Suggestions without restriction. You irrevocably assign to us all right, title, and interest in and to the SNS Suggestions and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the SNS Suggestions. We reserve the right to contact Sellers in order to conduct periodic surveys to ascertain Sellers’ general level of satisfaction with the SNS and SNS Materials and with your delivery of related services to Sellers, and you agree that we may publically report the results of surveys without restriction.

SNS-7 Rights in SNS, SNS Materials, SNS Specifications, and the Sizzle Network. As between you and us, we or our licensors own all right, title, and interest in and to SNS, SNS Materials, SNS Specifications, and the Sizzle Network. Except as provided in Section SNS-2 of this Agreement, you obtain no rights under this Agreement from us or our licensors to SNS, SNS Materials, SNS Specifications, or the Sizzle Network, including any related intellectual property rights.

SNS-8 Indemnification. In addition to your obligations under the General Terms of this Agreement, you agree to defend, indemnify, and hold harmless us, our Affiliates, our and their licensors, and each of our and their respective employees, officers, directors, and representatives from and against any Claims arising out of or relating to: (a) your use of SNS or SNS Materials (including any of Your Materials you upload, transfer, or otherwise make available to or through SNS); (b) Your Information or the combination of Your Information with other applications, Content, or processes, including any claim involving alleged infringement or misappropriation of third party rights or the use, development, design, production, advertising, or marketing of Your Information; or (c) any dispute between you and any Seller. If we or any of our Affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process in connection with your use of SNS or SNS Materials (including as described in clause (a) above), you will also reimburse us for reasonable attorneys’ fees, as well as our or their employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at our or their then-current hourly rates. For Claims outlined in clauses (a) through (c) above, you must: (i) defend against any Claim with counsel of your own choosing (subject to our prior written consent); or (ii) settle the Claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also assume control of the defense and settlement of the Claim at any time.

SNS-9 Disclaimers. IN ADDITION TO THE DISCLAIMERS IN THE GENERAL TERMS OF THIS AGREEMENT, SNS AND SNS MATERIALS ARE PROVIDED "AS IS". WE AND OUR AFFILIATE COMPANIES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING SNS OR SNS MATERIALS, INCLUDING ANY WARRANTY THAT SNS OR SNS MATERIALS WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY SOFTWARE, DATA, TEXT, AUDIO, VIDEO, IMAGES, OR OTHER CONTENT YOU ACCESS, USE, STORE, RETRIEVE, OR TRANSMIT IN CONNECTION WITH SNS, INCLUDING YOUR INFORMATION, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) THE INABILITY TO USE SNS OR SNS MATERIALS, INCLUDING AS A RESULT OF ANY TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO SNS OR SNS MATERIALS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO SNS OR SNS MATERIALS; OR (D) ANY TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO SNS OR SNS MATERIALS. WE AND OUR AFFILIATE COMPANIES AND LICENSORS MAY DISCONTINUE PROVIDING OR DEPRECATE SNS AND ANY SNS MATERIALS, AND MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF SNS AND ANY SNS MATERIALS FROM TIME TO TIME, AND YOU AGREE THAT NEITHER WE NOR ANY OF OUR AFFILIATE COMPANIES OR LICENSORS WILL BE LIABLE TO YOU FOR ANY OF THE FOREGOING ACTIONS.

SNS-10 Other Terms.

SNS-10.1 Non-Exclusive Rights. The rights we grant you in this Agreement are nonexclusive, and we reserve the right (a) to develop or have developed for us products, services, concepts, systems, or techniques that are similar to or compete with any of the products, services, concepts, systems, or techniques that you may develop or use in connection with SNS or SNS Materials and (b) to hire, appoint, or assist third party developers or systems integrators who may offer products, services, concepts, systems, or techniques that are similar to or compete with yours. Each of us will be free to establish our own pricing for our products and services. As between you and us, you will be solely responsible and liable for payment of all costs and expenses of any nature incurred by you or your employees in connection with the performance of your obligations and exercise of your rights under these Sizzle Network Service Terms or under any agreement you enter into with any Seller or other third party.

SNS-10.2 Confidentiality. You agree not to disclose any Confidential Information we make available under these Sizzle Network Service Terms. However, you will not be required to maintain the confidentiality of any information we make available under these Sizzle Network Service Terms that: (a) is or becomes publicly available without breach of this Agreement; (b) can be shown by documentation to have been known to you at the time of your receipt from us without breach of this Agreement or any other agreement between you and us; (c) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (d) can be shown by documentation to have been independently developed by you without reference to Confidential Information.

SNS-10.3 Import and Export Compliance. In using SNS and SNS Materials, you will comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control.

SNS-10.4 No Third Party Beneficiaries. Except as expressly set forth in these Sizzle Network Service Terms, these Sizzle Network Service Terms do not create any third party beneficiary rights in any individual or entity that is not a party to these Sizzle Network Service Terms.

Sizzle Network Service Definitions

"Account Identifiers and Credentials" means account IDs and any unique public key/private key pair issued by us or an Affiliate Company that enables you to access and use SNS or SNS Materials.

"Sizzle Network" means our and our Affiliate Companies’ internal data center facilities, servers, networking equipment, and host software systems (e.g., virtual firewalls) that are within our or their reasonable control and are used to provide SNS or SNS Materials.

"API" means an application programming interface.

"SDK" means a Software Development Kit in Android or iOS formats.

"Contact Address" means: info@sizzle.network, with a copy to P.O. Box 59023, Las Vegas, NV 89118-2540, Attn: Sizzle Network Service Support.

"SNS Application" means a software application or website that interfaces with SNS or SNS Materials.

"SNS Materials" means any software, data, text, audio, video, images, or other Content we make available in connection with SNS, including APIs, related documentation, software libraries, and other supporting materials, regardless of format.

"SNS Specifications" means any technical and operational specifications, security protocols and other documentation or policies provided or made available by us with respect to SNS or SNS Materials.

"SNS Transaction Information" means any information, data, or Content relating to any Selling Account, to any You, or to any transactions processed by or for the Sizzle Contracting Party or any of its Affiliate Companies or on any website.

"Personal Information" means all personally identifiable information relating to Sellers and Users and other third parties including, but not limited to, name, address, e-mail address, phone number, survey responses, and purchases.

"Public Software" means any software, documentation, or other material that contains, or is derived (in whole or in part) from, any software, documentation, or other material that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models, including but not limited to software, documentation, or other material licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (a) the GNU General Public License (GPL); Lesser/Library GPL (LGPL), or Free Documentation License; (b) The Artistic License (e.g., PERL); (c) the Mozilla Public License; (d) the Netscape Public License; (e) the Sun Community Source License (SCSL); (f) the Sun Industry Standards License (SISL); (g) the BSD License; and (h) the Apache License.

"Seller" means any person or entity (including you, if applicable) that is participating in a service covered by this Agreement.

"Selling Account" means the password protected account we make available to a Seller in support of its participation in one or more Services covered by this Agreement.

"Staging Account" means a Selling Account with status “in staging” that we make available to a third party service provider whom we allow to access our online portals and tools provided to Sellers for the purpose of integrating or enhancing a Seller's systems with the features or functionality made accessible by us through SNS or SNS Materials.

"Your Information" means the software, data, text, audio, video, images, or other Content that you use in connection with SNS or SNS Materials, that you cause to interface with SNS, or that you upload to SNS.

Sizzle Advertising Service Terms

The Sizzle Advertising Service (“SAS”) is a Service that enables place advertising within the Sizzle Network and Mobile Apps. These SAS Service Terms are part of the Agreement, but, unless specifically provided otherwise, concern and apply only to your participation in SAS.

BY REGISTERING FOR OR USING THE SIZZLE ADVERTISING SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE SIZZLE ADVERTISING SERVICE TERMS.

Advertising Program Terms. These Sizzle Advertising Program Terms (“Terms”) are entered into by Sizzle, Inc. (“Sizzle”) and the entity executing these Terms or that accepts these Terms electronically (“You”). These Terms govern Your participation in Sizzle’s advertising programs and services (i) that are accessible through the account(s) given to You in connection with these Terms or (ii) that reference or are referenced by these Terms (collectively, “Programs”). In consideration of the foregoing, the parties agree as follows:

SAS-1 Programs You authorize Sizzle and its affiliates to place Your advertising materials and related technology (collectively, “Ads” or “Creative”) on any content or property (each a “Property”) provided by Sizzle or its affiliates on behalf of itself or, as applicable, a third party (“Partner”). You are solely responsible for all: (i) Creative, (ii) Ad trafficking or targeting decisions (e.g., keywords) (“Targets”), (iii) Properties to which Creative directs viewers (e.g., landing pages) along with the related URLs and redirects (“Destinations”) and (iv) services and products advertised on Destinations (collectively, “Services”). The Program is an advertising platform on which You authorize Sizzle to use automated tools to format Ads. Sizzle and its affiliates may make available to You certain optional Program features to assist You with the selection and generation of Targets, Triggers, Offers and Creative. You are not required to authorize use of these optional Targeting and Creative features and, as applicable, may opt-in to or opt-out of usage of these features, but if You use these features then You will be solely responsible for the Targets, Triggers, Offers and Creative. Sizzle or Partners may reject or remove a specific Ad, Trigger, Offer or Target at any time for any or no reason. Sizzle and its affiliates may modify or cancel Programs at any time. You acknowledge that Sizzle or its affiliates may participate in Program auctions in support of its own services and products. Some Program features are identified as “Beta,” “Ad Experiment,” or as otherwise unsupported or confidential (collectively, “Beta Features”). You may not disclose any information from Beta Features or the terms or existence of any non-public Beta Features.

SAS-2 Policies You are solely responsible for its use of the Programs (e.g., access to and use of Enterprise accounts and safeguarding usernames and passwords) (“Use”). Program Use is subject to applicable Sizzle policies expressed herein and all applicable Partner policies made available by Sizzle to You (in each case, as modified from time to time, “Policies”). In connection with the Program, Sizzle will comply with the Sizzle Privacy Policy. You authorize Sizzle to modify Ads as described in Policies. You will not, and will not authorize any third party to, (i) generate automated, fraudulent or otherwise invalid impressions, inquiries, clicks or conversions, (ii) conceal conversions for Programs where they are required to be disclosed or (iii) use any automated means or form of scraping or data extraction to access, query or otherwise collect Sizzle advertising related information from any Property except as expressly permitted by Sizzle. You will direct communications regarding Ads on Partner Properties under these Terms only to Sizzle.

SAS-3 Ad Serving (a) You will not provide Ads containing malware, spyware or any other malicious code or knowingly breach or circumvent any Program security measure. (b) You may utilize an Ad server solely for serving or tracking Ads under Programs that permit third party Ad serving and only if the Ad server has been authorized by Sizzle to participate in the Program. Sizzle will implement Your Ad server tags so that they are functional. (c) For online display Ad impressions billed on a CPM basis (“Display Ads”), if Sizzle’s impression count (“IC”) for a Program is higher than Your third party Ad server (“3PAS”) IC by more than 10% over the invoice period, You will facilitate reconciliation efforts between Sizzle and 3PAS. If this discrepancy is not resolved, Your sole remedy is to make a claim within 60 days after the invoice date (“Claim Period”) and (i) Sizzle will issue to You advertising credits equal to (90% of Sizzle IC – 3PAS IC) * Sizzle-reported campaign average CPM over the invoice period which must be used by You within 60 days of issuance of the credits (“Use By Date”) and (ii) Sizzle may suspend Your permission to utilize that 3PAS provider and the effectiveness of the discrepancy resolution provisions of this sentence for that 3PAS provider. Metrics from 3PAS whose Ad server tags are provided to Sizzle will be used in the foregoing discrepancy resolution calculations. Sizzle may require that discrepancy records be provided directly by 3PAS to Sizzle. You will not be credited for discrepancies caused by 3PAS’ inability to serve Ads.

SAS-4 Ad Cancellation Unless a Policy, the Program user interface or an agreement referencing these Terms (an “IO”) provides otherwise, either party may cancel any Ad at any time before the earlier of Ad auction or placement, but if You cancel an Ad after a commitment date provided by Sizzle (e.g., a reservation-based campaign), then You are responsible for any cancellation fees communicated by Sizzle to You (if any) and the Ad may still be published. Cancelled Ads will generally cease serving within 8 business hours or as described in a Policy or IO, and You remain obligated to pay all charges resulting from served Ads (e.g., fees based on conversion). You must effect cancellation of Ads (i) online through Your account if the functionality is available, (ii) if this functionality is not available, with notice to Sizzle via email to Your account representative or (iii) if You do not have an account representative, with notice to Sizzle via email to support@sizzle.network (collectively, the “Ad Cancellation Process”). You will not be relieved of any payment obligations for Creative not submitted or submitted by You after the due date provided by Sizzle. Sizzle will not be bound by an IO provided by You.

SAS-5 Warranty and Rights You warrant that (a) You hold, and hereby grant Sizzle, its affiliates and Partners, the rights in Creative, Destinations and Targets for Sizzle, its affiliates and Partners to operate the Programs and (b) all information and authorizations provided by You are complete, correct and current. You authorize Sizzle and its affiliates to automate retrieval and analysis of Destinations for the purposes of the Programs. You warrant that You are authorized to act on behalf of, and has bound to these Terms, third parties, if any, for which You advertise in connection with these Terms (“Advertiser”). If for any reason You have not bound an Advertiser to these Terms, You will be liable for performing any obligation that the Advertiser would have if it had been bound to these Terms. You will provide Advertiser with reporting data as frequently as existing reporting from You to Advertiser, but no less than on a monthly basis, that discloses absolute dollars spent on Sizzle and performance (at a minimum cost, clicks and impressions of users on the account of that Advertiser) in a reasonably prominent location. Sizzle may, upon request of an Advertiser, share Advertiser-specific information with Advertiser. If You are using a Program on Your own behalf to advertise and not on behalf of an Advertiser, for that use You will be deemed to be both You and Advertiser.

SAS-6 Make-Goods For reservation-based Display Ads, Sizzle will deliver any agreed upon aggregate number of Display Ads by the end of the campaign, provided that if Sizzle fails to do so, then Your sole remedy is to make a claim during the Claim Period. If Sizzle confirms the accuracy of the claim, then Sizzle will not charge You for the undelivered Display Ads or, if You have already paid, at Sizzle’s reasonable discretion, Sizzle will provide for (i) advertising credits, which must be used by the Use By Date, (ii) later placement of the Display Ads in a position Sizzle deems comparable or (iii) an extension of the term of the campaign. Sizzle cannot assure that any auction-based Ads will be delivered and therefore make-goods do not apply to auction-based Ads.

SAS-7 Payment You will pay all charges incurred in connection with the Program, in immediately available funds or as otherwise approved by Sizzle, within a commercially reasonable time period specified by Sizzle (e.g., in the Program user interface or IO). Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You will pay (i) all taxes and other government charges and (ii) reasonable expenses and attorneys’ fees Sizzle incurs in collecting late payments. Charges are solely based on Sizzle’s measurements for the Programs and the applicable billing metrics (e.g., clicks or impressions). Any portion of a charge not disputed in good faith must be paid in full. No party may offset any payment due under these Terms against any other payment to be made under these Terms. Sizzle may, in its sole discretion, extend, revise or revoke credit at any time. Sizzle is not obligated to deliver any Ads in excess of any credit limit. If Sizzle does not deliver Ads to the selected Targets, then Your sole remedy is to make a claim for advertising credits within the Claim Period, after which Sizzle will issue the credits following claim validation which must be used by the Use By Date. You understand that third parties may generate impressions or clicks on Your Ads for prohibited or improper purposes and that Your sole remedy is to make a claim for advertising credits within the Claim Period, after which Sizzle will issue the credits following claim validation which must be used by the Use By Date. TO THE FULLEST EXTENT PERMITTED BY LAW, (A) ADVERTISER AND YOU WAIVE ALL CLAIMS RELATING TO ANY PROGRAM CHARGES UNLESS A CLAIM IS MADE WITHIN THE CLAIM PERIOD AND (B) THE ISSUANCE OF ADVERTISING CREDITS (IF ANY) IS AT SIZZLE’S REASONABLE DISCRETION AND IF ISSUED, MUST BE USED BY THE USE BY DATE.

SAS-8 Disclaimers EACH PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAMS AND SIZZLE AND PARTNER PROPERTIES ARE PROVIDED “AS IS” AND AT YOUR AND ADVERTISER’S OPTION AND RISK AND NONE OF SIZZLE, ITS AFFILIATES OR SIZZLE’S PARTNERS MAKE ANY GUARANTEE IN CONNECTION WITH THE PROGRAMS OR PROGRAM RESULTS.

SAS-9 Limitation of Liability EXCEPT FOR SECTION 10 AND YOUR BREACHES OF SECTIONS 3(A), 12(D) OR THE LAST SENTENCE OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (a) NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY; AND (b) OTHER THAN YOUR PAYMENT OBLIGATIONS UNDER THESE TERMS, NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE FOR DAMAGES UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY GIVEN EVENT OR SERIES OF CONNECTED EVENTS IN THE AGGREGATE OF MORE THAN THE AMOUNT PAYABLE TO SIZZLE BY YOU UNDER THE TERMS IN THE THIRTY DAYS BEFORE THE DATE OF THE ACTIVITY FIRST GIVING RISE TO THE CLAIM.

SAS-10 Indemnification You will defend, indemnify and hold harmless Sizzle, its Partners, agents, affiliates, and licensors from any third party claim or liability arising out of or related to Targets, Creative, Destinations, Services, Use and breach of these Terms by You. Partners are intended third party beneficiaries of this Section.

SAS-11 Term Sizzle may add to, delete from or modify these Terms at any time without liability. The modified Terms will be posted at https://derek.sizzledev.illusionfactory.com/contracts/enterprise-user/offer-information-agreement. You should look at these Terms regularly. The changes to the Terms will not apply retroactively and will become effective 7 days after posting. However, changes specific to new functionality or changes made for legal reasons will be effective immediately upon notice. Either party may terminate these Terms at any time with notice to the other party, but (i) campaigns not cancelled under Section 4 and new campaigns may be run and reserved and (ii) continued Program Use is, in each case subject to Sizzle’s then standard terms and conditions for the Program available at https://derek.sizzledev.illusionfactory.com/contracts/enterprise-user/offer-information-agreement. Sizzle may suspend Your ability to participate in the Programs at any time. In all cases, the running of any of Your campaigns after termination is in Sizzle’s sole discretion.

SAS-12 Miscellaneous (a) ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PROGRAMS WILL BE GOVERNED BY NEVADA LAW, EXCLUDING NEVADA’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF CLARK COUNTY, NEVADA, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. (b) Nothing in these Terms will limit a party’s ability to seek equitable relief. (c) These Terms are the parties’ entire agreement relating to its subject and supersede any prior or contemporaneous agreements on that subject. (d) No party may make any public statement regarding the relationship contemplated by these Terms (except when required by law). (e) All notices of termination or breach must be in writing and addressed to the other party’s Legal Department (or if it is not known if the other party has a Legal Department then to the other party's primary contact). The email address for notices being sent to Sizzle’s Legal Department is legal@sizzle.network. All other notices must be in writing and addressed to the other party’s primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable). These notice requirements do not apply to legal service of process, which is instead governed by applicable law. (f) Except for modifications to these Terms by Sizzle under Section 11, all amendments must be agreed to by both parties and expressly state that it is amending these Terms. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms. If any provision of these Terms is found unenforceable, the balance of the Terms will remain in full force and effect. (g) Neither party may assign any part of these Terms without the written consent of the other party, except to an affiliate but only where (I) the assignee agrees in writing to be bound by these Terms, (II) the assigning party remains liable for obligations under these Terms if the assignee defaults on them, and (III) the assigning party has notified the other party of the assignment. Any other attempt to transfer or assign is void. (h) Except as expressly listed in Section 10, there are no third-party beneficiaries to these Terms. (i) These Terms do not create any agency, partnership or joint venture among the parties. (j) Sections 1 (last sentence only) and 7 to 12 will survive termination of these Terms. (k) Except for payment obligations, no party or its affiliates is liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

Last Updated: July 20, 2018