BITLABS PARTNER AGREEMENT

This BitLabs Partner Agreement (this “Agreement”) is made and entered into by and between BitBurst, GmbH, a German limited liability company (“BitBurst") and you, on behalf of yourself and your affiliates worldwide (“Supplier” or “You”), and is effective as of the first date you accept these terms by checking the accept box or using BitLabs as described below (the “Effective Date”). BitBurst and Supplier are hereinafter each referred to individually as a “Party” and together as the “Parties.”

WHEREAS, Supplier owns and operates Supplier Sites (as defined below) with Supplier’s digital community of Respondents (defined below);

WHEREAS, Supplier desires to access from BitBurst, and BitBurst is willing to provide to Supplier, Surveys available on BitLabs (as defined below), pursuant and subject to the terms and conditions provided in this Agreement.

NOW THEREFORE, in consideration of the mutual agreements and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS. As used in this Agreement, unless the context requires otherwise, the following definitions apply:

   1. “API” means an application programming interface developed by BitBurst, with a set a credentials to enable Supplier to use the APIs to select and implement Surveys on Supplier Sites.

   2. “Applicable Laws” means all laws, regulations, directives, statutes, subordinate legislations, common and civil codes of any jurisdiction together with all codes of practice having force of law, statutory guidance, regulatory policy or guidance and industry codes of practice that have jurisdiction over and are applicable to a Party’s performance hereunder (including the General Data Protection Regulation 2016/679, California Consumer Privacy Act of 2018, the Children’s Online Privacy Protection Act, and any applicable amendments or reenactments to these laws).

   3. “BitLabs” means BitBurst computer systems and servers, or computer systems and servers maintained by others but accessible by BitBurst, that host Surveys and makes Surveys available to Respondents by Supplier triggering an API call, or via SDK, during the Term of this Agreement.

   4. “Intellectual Property Rights” means (A) any and all proprietary rights anywhere in the world provided under: (i) patent law; (ii) copyright law (including moral rights); (iii) trademark law; (iv) design patent or industrial design law; or (v) any other statutory provision or common law principle applicable to this Agreement, including trade secret law, that may provide a right in either software, hardware, works, content, Confidential Information (as defined in Section 14), trademarks, ideas, formulae, algorithms, concepts, inventions, processes, know-how or show-how generally, or the expression or use of same; and (B) any and all applications, registrations, licenses, sub-licenses, franchises, agreements or any other evidence of a right in any of the foregoing.

   5. “Respondent(s)” means a natural individual on Supplier Sites, or any other approved sites which the parties may agree on from time to time in a mutually agreeable manner, who has fully consented voluntarily to participate in, and successfully passed the screenings for, Surveys on Supplier Sites.

   6. “SDK” means BitBurst software development kit provided to Supplier by BitBurst for use on Supplier Sites to call Surveys.

   7. “Supplier Site(s)” means any online website and/or mobile applications, if applicable, that Supplier owns or operates that Respondents visit, register as users to, among other things, access Surveys.

   8. “Survey(s)” means any surveys hosted by, or accessible by, BitLabs.

      
      

2. Accessing Surveys. BitBurst will provide Supplier with access to, and services relating to, Survey Delivery (as defined below) to Supplier’s Respondents, as further described below (collectively, the “Services”). The Parties acknowledge and agree that no other document, including either Party’s terms or conditions, shall prevail over this Agreement, and that any Services provided to Supplier by BitBurst shall be governed by the terms of this Agreement, notwithstanding any failure to document such Services in a separate document or communication that references this Agreement.

   
   

   1. Screening. In addition to the requirements outlined in Section 4 below, Supplier will direct appropriate screening questions, based on Surveys available via API or SDK on BitLabs, to its pool of Respondents that may qualify for a Survey (“Potential Respondent”). Potential Respondents shall be recruited from the Supplier Sites. The screening questions may be provided by Supplier or developed by BitBurst. Only those Potential Respondents that pass the screening questions and consent to participate in resulting Survey will be considered Respondents.

      
      

   2. Survey Delivery. Supplier will direct the Surveys, which are accessible via API or SDK calls on BitLabs, to those Respondents who have cleared the screening process described above on Supplier Sites. Each Survey accessed by Respondents is a “Survey Delivery”. Any Survey that the Respondent completes is a “Survey Complete.”

      
      

3. Privacy/Respondent Issues.

   
   

   1. During the Term of this Agreement, each Party shall develop (or has already developed) and maintain a privacy policy and comply with its terms and all the applicable provisions of Applicable Laws. Each Party shall obtain all necessary consents in connection with the delivery of Sample to the Surveys, and shall abide by all federal, state, local and foreign laws, rules and regulations governing data privacy and security.

      
      

   2. Personal Data and Compliance with Data Privacy Laws. Supplier shall ensure and warrant that Respondents visiting Supplier Sites will receive accurate privacy notices and consents if required by Applicable Laws. If applicable, BitBurst will ensure and warrant that Respondents receive accurate privacy notices and consent if required by Applicable Laws related to data collected on BitLabs. Parties shall each respect the privacy of Respondents and comply with all Applicable Laws related to data privacy and data protection.

      
      

4. Respondent Data Quality and Integrity Requirements.

   
   

   1. BitBurst may at its discretion request that Supplier block certain Respondents from accessing Surveys due to fraud or bad behavior (such as speeding, straight-lining or gibberish). Any failure to comply with this section shall result in modification of the Revenue Share as outlined under Section 7b below.

   2. Supplier is required to implement and maintain full End to End Encryption between BitBurst and Supplier and between Supplier and all of Supplier's buyers (and Supplier's buyer's buyers) if applicable in order to prevent end link hacks (“ghost completes”). Supplier is responsible for all costs related to ghost completes / end link hacks resulting from not having full End to End Encryption in place.

      
      

5. Ownership.

   
   

   1. Ownership of Surveys. Supplier agrees that BitLabs and Surveys used to render the Services are and shall be solely owned, or are licensed, by BitBurst. Supplier agrees that Supplier shall not acquire any interest, or unlimited sublicense, in and to the BitLabs or BitBurst Surveys as a result of this Agreement.

      
      

   2. No Use. Supplier will not use, sell or disclose for its own benefit or the benefit of any third party any such BitBurst Intellectual Property (including API or SDK), or any other data, results, analyses, or other work product resulting from any Services performed hereunder that include information that is confidential and/or proprietary to BitBurst without the express written permission of BitBurst.

      
      

6. Reconciliation Process.

   
   

   1. For each Survey Delivery, for a period equal to the remaining days in the calendar month during which Supplier receives the Survey Delivery, plus the following two (2) calendar month (the “Reconciliation Period”), BitBurst has the right to disqualify Survey Completes for any of the Acceptable Grounds (as defined below).

      
      

   2. As used in this Agreement, “Acceptable Grounds” means (i) straight-lined responses by a Respondent (i.e., selecting all answers to questions in a straight-line, indicating that the Respondent was not reasonably paying attention to the Survey question); (ii) speeding (i.e., Respondent’s length of interview for any Survey being faster than the reasonable length of time needed to complete such Survey); (iii) inappropriate open ended responses (i.e., the same answer to all open-ended questions, vulgar or nonsensical responses to open-ended questions, answers that are not related or do not pertain to the question, responses that include random strings of letters, words, etc.); or (iv) mismatched responses (i.e. Respondent answers questions indicating they are not within a specified category of Respondents that met the screener questions on Supplier’s Sites; or (v) as reported by BitBurst’s clients as fraud or poor quality. BitBurst reserves the right to modify what constitutes Acceptable Grounds at any time.

      
      

7. Revenue Share and Payment Terms.

   
   

   1. Payment. BitBurst will provide Supplier with a monthly summary report, after thirty (30) days from the end of the calendar month, setting forth the calculation of the revenue share set forth below in this Agreement to be paid out to Supplier. BitBurst will calculate Adjusted Revenue (defined below) and pay Supplier such revenue share, which payment will accompany the report. Notwithstanding the foregoing, if the amount payable for a given month is less than {'$'}100.00, the amount payable will be carried forward month-to-month until the amount payable is at least {'$'}100.00. All payments, except as otherwise agreed between the Parties, will be made in US Dollars. The revenue share paid to Supplier does not include any taxes, levies, duties or similar governmental assessments of any nature, including value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Supplier is responsible for paying all

      Taxes associated with the payments received under this Agreement. Suppliers based in Germany will receive invoices and payments with the local 19% VAT included.

   2. Revenue Share. For the Completed Surveys that are not reconciled during the Reconciliation Period as described above in Section 6, BitBurst will pay Supplier fifty-percent (50%) of Adjusted Revenue. “Adjusted Revenue” means the amounts collected from BitBurst’s clients by BitBurst for Survey Completes, and then further adjusted for refunds and reconciliations, if any, less any administrative fees and operating costs. As the full Reconciliation Period is for 60 days after the close of month, any reconciliation found after the payment has been made will be deducted from the following month’s payment. Notwithstanding anything to the contrary, if a Respondent from the Supplier Site fails to pass anti-fraud processes or meet quality assurance requirements, the Revenue Share associated with that Respondent shall be lowered.
   3. Crypto Payments. Supplier may, at its option, choose to receive its revenue share payments in any one of crypto tokens that are supported by BitBurst, as they may be updated by BitBurst at its sole discretion. The following payment terms shall apply if the Supplier chooses crypto payments:

      7.c.1. BitBurst will pay the applicable revenue share amount to the cyrpto wallet as specified in writing by the Supplier. Supplier represents and warrants that the crypto wallet information it provides to BitBurst shall be its own crypto wallet, and further covenants to waive any claims against BitBurst for crypto payments that may be lost Supplier has provided wrong crypto wallet information to BitBurst. Supplier agrees that the revenue share paid by BitBurst is held in US Dollars, and any Supplier-requested crypto payment shall be converted at the US{'$'}/cryptocurrency exchange rate at the time of the crypto payment. Any fees and expenses associated with receiving the payments via crypto payment shall be at Supplier’s sole cost and responsibility.

      
      

8. Term of Contract and Termination.

   
   

   1. Term. The term of this Agreement shall commence on the Effective Date and shall continue until either Party expressly terminates this Agreement in accordance with this Section (the "Term”).
   2. Termination for Breach. BitBurst may terminate this Agreement immediately with or without any prior notice to Supplier for any material breach of its terms by Supplier.
   3. Termination for Convenience. Either party may terminate this Agreement for any reason by providing the other party with at least ninety (90) day’s prior written notice.
   4. Effects of Termination. Promptly upon termination of this Agreement, all licenses granted hereunder will immediately terminate and Supplier shall cease any use of the BitBurst API or SDK on Supplier Sites.

      
      

9. Notices. All notices required or permitted under this Agreement shall be in writing, reference this Agreement and be deemed given: (i) one (1) day after deposit with a commercial overnight carrier for overnight delivery, with written verification of receipt, or (ii) by delivery of electronic mail to the e-mail address provided below or to the other Party. All communications will be sent to the following addresses:

   Prodege, LLC c/o BitBurst, GmbH 2030 East Maple Ave, Suite 200, El Segundo, CA 90245

   Attention: Legal Department

   With a copy to: legal{'@'}prodege.com AND

   SUPPLIER notice information as provided to BitBurst in writing.

   
   

10. Representations and Warranties. Each party represents and warrants that (i) it shall perform all services in accordance with all generally accepted professional industry standards and practices applicable to the advertising and marketing research industry, including, without limitation, the Council of American Survey Research Organizations and the International Code of Marketing and Social Research Practice issued by the ICC and ESOMAR; (ii) it will comply with all Applicable Laws, rules and regulations, including applicable privacy and data protection laws; (iii) it has obtained any and all permits, licenses and third party consents or approvals necessary in connection with the performance of its services; (iv) the services provided shall not violate or infringe upon the Intellectual Property Rights or right of privacy or publicity of any third party; and (v) it shall not use the name, logos or trademarks of the other Party in any publicity (including press releases) or advertising without prior written consent.

    
    

11. Indemnification. Each party shall indemnify, defend and hold harmless the other party, its affiliated companies and each of their respective officers, directors, employees and agents from and against all claims and resulting liabilities, losses, damages, costs and expenses of any kind, including reasonable attorneys’ fees, initiated by or on behalf of third parties to the extent arising out of any acts or omissions of it or its affiliates or any breach or violation by it or its affiliates of their respective representations and warranties or other terms of this Agreement.

    
    

12. Limitation of Liability. Neither party shall be liable to the other for lost profits or revenues or other economic loss, including consequential, special, or other similar damages, arising from or related to this agreement, except with respect to third party claims covered under the indemnification obligations under Section 10.

    
    

13. Assignment and Transfer. Neither Party shall assign or transfer this Agreement without the express prior written consent of the other Party provided, however, that either Party may assign or transfer this Agreement to an acquiror of all or substantially all of the assigning Party’s business, assets or capital stock, by asset sale, stock sale, merger or otherwise, without the prior written consent of the other Party.

    
    

14. Governing Law Choice of Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without reference to its principles of conflicts of law. The Parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement shall be brought exclusively in state or Federal court of competent jurisdiction sitting in Los Angeles County, California, and each of the Parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such

    court or that any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum; (x) if any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect; and

    (xi) each Party acknowledges that it and its counsel has participated in the drafting of this Agreement and therefore the Agreement shall not be construed against either Party.

    
    

15. Disclosure.

    
    

    1. Definition. “Confidential Information” means all information disclosed by either party (a “Disclosing Party”) to the other party (a “Receiving Party”), whether of a technical, business or any other nature (including, by way of example and not limitation, trade secrets, inventions, know-how and information relating to technology, customers, business plans, promotional and marketing activities, finances and other business affairs), that has been or is disclosed, whether verbally, electronically, visually or in a written or other tangible form, which is either identified as confidential or proprietary or should be reasonably understood to be confidential or proprietary in nature (including but not limited to BitBurst Intellectual Property Rights). For purposes of clarity, the existence and terms of this Agreement and/or the Survey Order hereunder are deemed to be Confidential Information.

       
       

    2. Confidentiality. A Receiving Party shall not disclose Confidential Information in any manner to any third party, except its employees, directors, officers, and financial and legal advisors (i) whose duties justify access to such Confidential Information, (ii) who have a need to know such Confidential Information, and (iii) who are bound by a non-disclosure agreement or confidentiality obligations consistent with this Agreement. A Receiving Party shall not use, sell, license, publish, or reproduce, in whole or in part, Confidential Information without the prior written consent of the Disclosing Party except for the Purpose of this Agreement as set forth above. A Receiving Party shall inform its employees of the limitations on disclosure and use imposed by this Agreement. In the case of any other third party (including consultants), disclosure is permitted only after such third party has executed a nondisclosure or confidentiality agreement with respect to the Confidential Information no less stringent than this Agreement. A Receiving Party shall notify the Disclosing Party immediately in the event the Receiving Party learns of any unauthorized possession, use or knowledge of the Confidential Information or materials containing Confidential Information and will cooperate with the Disclosing Party in any proceeding against any third persons necessary to protect the Disclosing Party’s rights with respect to the Confidential Information.

       
       

    3. Exceptions: The obligations set forth in this Section shall not apply to information that is:

       1. already known to or otherwise in the possession of the Receiving Party at the time of receipt from the Disclosing Party and that was not so known or received in violation of any confidentiality obligation; or

       2. publicly available or otherwise in the public domain prior to disclosure by the Receiving Party or becomes publicly available through no breach of this Agreement by the Receiving Party; or

       3. rightfully obtained by the Receiving Party from any third party who did not acquire or disclose such information by a wrongful or tortious act; or

       4. developed by the Receiving Party independent of any disclosure hereunder, as evidenced by written records; or

       5. required to be disclosed by a court, administrative body of competent jurisdiction, government agency or by operation of law.

          
          

    4. No Liability. Notwithstanding the foregoing, the Receiving Party shall not be liable for the disclosure or use of Confidential Information disclosed pursuant to the order of a court, administrative body of competent jurisdiction, government agency or by operation of law, provided that Receiving Party shall notify the Disclosing Party prior to such disclosure and shall cooperate with the Disclosing Party at the Disclosing Party’s expense in the event the Disclosing Party elects to legally contest, request confidential treatment, or otherwise avoid such disclosure.

       
       

    5. No License: Nothing in this Agreement shall be construed as granting a Receiving Party whether expressly, by implication, estoppel, or otherwise, any license, right, title or interest in any Confidential Information received from the Disclosing Party, or any patent, trademark, copyright, know-how, or similar right now or hereafter owned or controlled by the Disclosing Party.

       
       

    6. Return of Confidential Information: All Confidential Information in tangible form that has been disclosed to or thereafter created, whether by copy or reproduction, by a Receiving Party shall be and remain the property of the Disclosing Party. All such Confidential Information and any and all copies and reproductions thereof shall, within fifteen (15) days of written request by the Disclosing Party, be either promptly returned to the Disclosing Party or destroyed at the Disclosing Party’s written direction. In the event of such requested destruction, the Receiving Party shall provide to the Disclosing Party written certification of compliance therewith within fifteen (15) days of such written request.

       
       

    7. Injunctive Relief. Each party agrees that the breach of its obligations under this section will cause irreparable harm to the other party. Each party agrees that money damages would not be a sufficient remedy for a breach of this section of the Agreement and that in addition to any other remedies available at law, each party shall be entitled to specific performance and injunctive or other equitable relief, without the necessity for the posting of any bond or security, as a remedy for any such breach.

       
       

16. Independent Contractors. The Parties hereto are independent contractors of, and not an employee, agent or authorized representative of, the other party. No agency, partnership, joint venture, employer-employee relationship, or other business combination between Supplier and BitBurst is intended or created by this Agreement. Neither Party shall have the right, power or authority to act or create any obligation, express or implied, on behalf of each other. Without limiting the foregoing, neither Party shall make any representations or warranties to third parties on behalf of the other party.

17. Survival. The parties’ obligations under the sections 3, 5, 7, 9, 11, 12, 14 and 15 shall survive the termination of this Agreement.

18. Force Majeure. BitBurst shall not be responsible for delays in performance of this Agreement or any obligation hereunder, caused by strikes, hurricanes, floods, lockouts, riots, epidemics,

    war, acts of terrorism, governmental regulations, fire, communication line failures, power failures, acts of God or any other cause, beyond its control. BitBurst shall not be responsible for any interruptions in the Services attributable to problems experienced with hardware or third party software used by you.

19. Other Provisions. If any provision of this Agreement is deemed invalid or unenforceable, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement. All provisions not affected by the invalidity shall remain in full force and effect. No waiver of any provision or breach of this Agreement (a) will be effective unless made in writing, or (b) will operate as or be construed to be a continuing waiver of such provision or breach. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. This Agreement may be signed in any number of counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

20. Entire Agreement. This Agreement contains the sole and entire agreement between Supplier and BitBurst with respect to its subject matter and shall not be modified except by a written instrument signed by Supplier and BitBurst. For the avoidance of doubt, the Parties agree that this agreement shall supersede all previous agreements between Supplier and any of its affiliates worldwide and any affiliate of BitBurst worldwide, and Supplier shall promptly notify BitBurst in the event of any future requests from any such affiliates for a new or revised agreement or rebate.