1. Purpose: This Agreement formalizes the relationship and obligations between Axail Media and the Affiliate for supplying, buying, and validating inbound calls or leads. It incorporates attached IO(s) and ensures campaign-specific rules, compliance, and payment terms are understood, to eliminate possible ambiguity and miscommunication.

2. Scope of Services: Affiliate will deliver calls/leads through approved channels outlined in each IO, including digital, search, social, or telephony platforms. All creatives/ads must be reviewed and approved by Axail Media; any unauthorized alteration is breach. Compliance with all state, federal, and telemarketing, privacy, and consumer protection laws is mandatory. If call centers or sub-publishers are used, Affiliate ensures all agents are fully trained, calls/scripts reviewed, and activities fully compliant.

3. Quality and Compliance: All calls/leads must be 100% compliant with TCPA, DNC, CCPA, and all laws. Prohibited traffic (e.g. incentivized, spam, fraud, ringless voicemail, co-reg, mystery shoppers, aggressive/rehearsed scripts) will not be paid. Calls/leads must match detailed campaign criteria in IO/campaign table. Axail Media may use lead validation partners (e.g., Anura.io) and reserves rights to reject traffic not meeting standards. Front-end recordings, opt-ins, and TrustedForm tokens must be maintained and provided on demand.

4. Tracking, Reporting & Verification: Both parties agree to use mutually approved tracking/reporting platforms; Affiliate grants Axail Media access for campaign auditing. Affiliate must provide complete logs, opt-in records, call recordings, or compliance evidence within 48 hours upon request. Axail Media may audit or request reports at any time. Failure to provide timely records risks payment delays or reversals.

5. Payment & Invoice Terms: All fees, approval windows, payment timeframes and caps are set in the IO and campaign table. Payment only for valid, approved, qualified calls/leads. Affiliate must submit invoices per Axail Media’s process/instructions. If Axail Media is not paid by end client, payment is delayed until funds are received. Chargebacks and clawbacks, as well as reversals for invalid traffic, may occur up to 45 days after payment. Payments are final after cutoff unless breach/fraud is discovered.

6. Dispute, Makegood & Chargeback Policy: Disputes about the quality, volume, or payment of calls/leads must be raised within 10 days of delivery in writing. Axail Media will review, offer makegood, or mediate. Invalid calls/leads subject to reversal or future chargebacks. Continued disputes may result in account suspension and withheld payments.

7. Sub-affiliates Policy: Sub-affiliates or subcontractors may participate only with Axail Media’s written approval. Affiliate is fully responsible for all sub-affiliate compliance, legal breaches, or any act/omission, and must indemnify Axail Media. Axail Media reserves right to demand the removal of any sub-affiliate from a campaign at any time.

8. Confidentiality & Data Security: Both parties agree to treat all business, campaign, and consumer data as confidential. Data may only be used for campaign purposes. Parties must use industry-standard encryption and comply with GDPR/CCPA and all privacy laws. If compelled to disclose data (e.g., subpoena), prompt notice must be provided, and only the minimal amount disclosed. Confidentiality survives for two years after termination.

9. Definitions: Definitions for Qualified Lead/Call, Makegood, Chargeback, IO, and other campaign terms are attached as an appendix in the IO table and contract.

10. Force Majeure: Neither party is liable for delay or non-performance caused by events outside reasonable control, such as natural disaster, war, strike, epidemic, or government action. The affected party must notify the other as soon as possible, and both parties agree to strive for reasonable cooperation if such events arise.

11. Term, Termination & Survival: Agreement continues until terminated by either party with 7 days’ email notice. Upon termination, all outstanding payments and obligations must be settled, and confidentiality persists for 2 years. All campaign records, confidential materials, and consumer data must be returned or destroyed as directed. No party is liable for damages solely due to termination except for payments or breaches.

12. Assignment & Amendments: Affiliate cannot assign or delegate this Agreement without Axail Media’s written consent. Amendments, modifications, or addenda are only valid when in writing and signed by authorized representatives of both parties.

13. Governing Law & Jurisdiction: This Agreement is governed by the State of Colorado. Disputes shall be resolved in Boulder, CO; parties waive jury trial.