Terms and Conditions These Terms and Conditions (“Terms”), entered into on this the __day of _______, 20__ (“Effective Date”), by and between Strike Mobile Inc (“Strike”), and ______________ (“Publisher”), sets forth the Parties’ respective rights and obligations concerning Publisher’s generation of certain Qualified Leads (as defined below). Strike and Publisher are hereinafter individually referred to as a “Party” and together referred to as the “Parties.” The Qualified Lead criteria and related obligations, services and other specific terms of the relationship between the Parties are further described in the Insertion Order (“IO”) entered into by and between the Parties, which is incorporated herein by reference (the IO, together with these Terms, are collectively referred to herein as the “Agreement”). To the extent that anything in or associated with these Terms is in conflict or inconsistent with the IO, the IO shall take precedence unless otherwise stated to the contrary herein. For purposes of the Agreement, any reference to Publisher shall include any and all in-house and/or third party marketing agents, partners, affiliates and/or publishers providing services to and/or on behalf of Publisher in connection with the Services contemplated hereunder (collectively, “Sub-Marketers”). Publisher shall remain, at all times, fully liable for any and all acts and/or omissions of its Sub-Marketers, and for ensuring that each such Sub-Marketer complies with any and all obligations, restrictions and other terms applicable to Publisher under the Agreement. Strike may terminate its authorization for Publisher’s use of one or more Sub-Marketers at any time and for any reason. 1. Services: In connection with generating Qualified Leads hereunder, and depending on which method(s) is/are authorized in the IO, Publisher may: (a) send Creative (as defined below) via e-mail (“Publisher E-mail”) to individuals in Publisher’s proprietary database(s) (collectively, “Publisher Database”); (b) feature certain Creative on websites owned and/or operated by Publisher (collectively, “Publisher Websites,” and together with the Publisher E-mail and Publisher Database, the “Publisher Media”); and (c) participate in co-registration campaigns. For purposes of the Agreement, the activities engaged in by Publisher in (a) through (c) of this Section 1 shall be referred to as the “Services.” The Qualified Leads shall be sent by Publisher to Strike on a real-time basis or, at the latest, within twenty-four (24) hours of Publisher receiving such Lead information. For purposes of the Agreement, “Creative” means the marketing material made available to Publisher by Strike, including any copy (including questions and/or text ads), graphics, sound, video, programming code, links, buttons and/or other content that comprises the marketing material. Strike hereby grants to Publisher, during the term of the Agreement only, a limited, revocable, non-transferable, non-exclusive, royalty-free license to use the Creative, including the trademarks, service marks, trade names and logos that Strike may adopt from time to time (“Strike Marks”) solely and exclusively as necessary to perform its Services hereunder. 2. Qualified Lead Definition: For purposes of the Agreement, “Qualified Lead” shall mean the data fields collected from a real-life individual who meets Strike’s screening criteria as described in the applicable IO that is not a Duplicate Lead, Invalid Lead or Fraudulent Lead (as those terms are defined below). For purposes of the Agreement, a “Duplicate Lead” means a lead submitted by Publisher to Strike that reproduces all or substantially all of the uniquely identifying data of an individual already in Strike’s database. For purposes of the Agreement, an “Invalid Lead” means a lead submitted by Publisher to Strike that: (a) does not include all of the required lead data fields as set forth in the applicable IO; and/or (b) is generated in connection with a violation of any of the terms or conditions of the Agreement. For purposes of the Agreement, a “Fraudulent Lead” means a Lead generated by Publisher that is the product of incentivized marketing, fraud or manipulation of information on the part of Publisher and/or any of its Sub-Marketers. Publisher will work with Strike and will provide ongoing campaign execution, monitoring and optimization services in support of any applicable delivery goals for Qualified Leads, subject to one of the following types of Cost Per Action (“CPA”) events to be determined on a campaign-by-campaign basis either as set forth in the applicable IO or through subsequent direction from Strike (e.g., via email): • Qualified Leads will be provided at the rate stated (e.g., CPA); and • A Qualified Lead is one in which: o A prospect submits a lead form from a Publisher Website page and includes the necessary pre-approved opt-in registration data, such as contact information; o A prospect installs an application or related software on her/his computer or mobile device; or o A prospect purchases goods or services (i.e., conversions). In the case of any dispute between the Parties as to the number of Qualified Leads, both Parties will work in good faith to resolve any dispute. Where the Parties cannot agree, Strike’s good faith determination shall control in all respects. Strike shall have the right to offset any amounts owed to Strike from Publisher for refunds under this Section 2 from any amounts to be paid to Publisher by Strike pursuant to the Agreement, or otherwise. Publisher agrees to pay all sales, use, excise and other taxes which may be levied upon either Party in connection with the Agreement, except for income taxes on Strike’s income. 3. Lead Validation Procedure: Strike will verify each prospective Qualified Lead delivered by Publisher. Upon receipt, all prospective Qualified Leads will be checked for data validity (i.e. containing valid data inputs for the fields specified in the IO) and uniqueness of data (i.e. that the prospective Qualified Lead is not a Duplicate Lead). Strike reserves the right to send an auto-responder to all prospective Qualified Leads re-confirming their requests for information. Any objections from prospective Qualified Leads (about the email, or the underlying offer) may, in Strike’s sole discretion, lead to rejection of the prospective Qualified Lead. 4. Creative: No copy, images, graphics, banner ads, links or processes other than the Creative may be used by Publisher in connection with the Services to be provided hereunder without first obtaining the prior express written permission of Strike. Publisher will not edit, modify, deviate from or otherwise make any changes to any Creative in any manner, whatsoever. Without limiting the foregoing, Strike shall have sole discretion with respect to the creation of the “subject” and “from” lines used in connection with any Publisher E-mail sent hereunder. Any changes made to the Creative by Publisher without obtaining Strike’s prior written permission will result in the forfeiture of payment for any applicable leads. 5. Fraud: Strike will actively monitor Publisher activity using a combination of its proprietary software and third party monitoring services. Where Strike reasonably suspects that Publisher is engaged in fraudulent or otherwise improper conduct in connection with the Services, Strike will hold Publisher payments in ‘Pending Status’ until Publisher has satisfactorily provided evidence that Publisher is not engaging in such behavior. Without limiting its right to identify potential fraud/improper conduct, Strike flags accounts that: (a) have click-through rates that are much higher than industry averages and where solid justification is not evident; (b) have only click programs generating clicks with no indication by site traffic that it can sustain the clicks reported; and (c) have produced a significant amount of rejected leads. If Publisher is unable to prove to Strike that Publisher is not engaging in fraudulent or otherwise improper behavior, Publisher will forfeit its entire commission for all programs and Publisher’s account will be terminated. Strike reserves sole judgment in determining whether or not Publisher has engaged in fraudulent or otherwise improper behavior . 6. Ownership: Following delivery of the consumer data associated with the applicable Qualified Leads (collectively, “Consumer Data”), Strike shall have sole and exclusive ownership of the Qualified Leads and associated Consumer Data and Publisher shall not: (a) transfer, license, rent, sell or otherwise distribute any such Consumer Data to any third party; or (b) use such Consumer Data on its own behalf in any manner without obtaining the prior express written consent of Strike in each instance 7. Term: The Agreement shall commence on the Effective Date and continue for a period of twelve (12) months (“Initial Term”). Thereafter, the Agreement shall automatically renew on a month-to-month basis (the Initial Term, together with each such monthly renewal, the “Term”). Either Party may terminate the Agreement at any time during the Term, with or without cause, upon two (2) business days’ prior written notice to the other Party. Either Party may terminate the Agreement immediately upon written notice if the other Party materially breaches the Agreement. 8. Payment: Publisher will invoice Strike on a monthly basis at the payout rates reflected in the applicable IO. The invoice will reflect delivery of final Qualified Lead numbers that are based upon numbers reported by Strike to Publisher pursuant to the terms of the Agreement. Unless different payment terms are set forth in the subject IO, Strike shall make all payments to Publisher on a net thirty (30) day basis. All payments made to Publisher do not include, and Publisher shall pay, any sales, use or similar tax associated with such payments. 9. E-mail Marketing Requirements: The e-mail marketing requirements set forth in this Section 9 (the “Requirements”) state the minimum standards that Publisher must adhere to in light of current laws, rules and regulations governing the transmission of commercial e-mail and industry best practices. In the event that any state or federal law, rule or regulation governing e-mail communications is enacted or amended after the Effective Date of this Publisher Agreement setting forth standards more restrictive than those set forth herein, the more restrictive standards contained in such subsequently enacted or amended law, rule or regulation shall apply to Publisher, notwithstanding anything to the contrary set forth in these Requirements. Publisher shall be responsible for ensuring that each Publisher E-mail sent hereunder is sent in accordance with all Applicable Law (as defined below) including, but not limited to, the CAN-SPAM Act of 2003 (as amended) (“CAN-SPAM”) and the Canadian Anti-SPAM Legislation (“CASL”). Any costs and/or fees charged to Publisher by its Internet Service Provider(s) related to responding to and/or managing allegations of “spam” or any other unauthorized usage complaints received from prospective Qualified Leads and/or delivered Qualified Leads, regulatory agencies or otherwise shall be borne exclusively by Publisher. Publisher shall: (a) make adequate disclosures as required by law to those in the Publisher Database regarding its e-mail and privacy and security policies; (b) respond to all complaints within three (3) business days after Publisher becomes aware of the subject complaint(s); and (c) provide Strike with a copy of every complaint, immediately, upon Publisher’s receipt thereof. Publisher is solely responsible for all consumer complaints in connection with e-mail campaigns that it conducts. Publisher further represents and warrants that the e-mail addresses in the Publisher Database were originally compiled with each consumer’s consent (as required under Applicable Law), and that all recipients have in fact opted-in to the applicable Publisher Database. Publisher must, upon the request of Strike, supply the name, date, time and IP address where the consumer signed-up and/or gave the requisite consent, as applicable, to Publisher to be contacted with such e-mail messages. Publisher represents and warrants that it shall: (i) not falsify e-mail header or transmission information (including, without limitation, source, destination and routing information); (ii) not use brand names and/or trademarks of another party in the subject or from lines or body of any Publisher E-mail; (iii) not seek or obtain unauthorized access to computers for the purpose of sending any Publisher E-mail; (iv) include within all Publisher E-mail, Publisher’s correct point-of-origin e-mail address, transmission information and routing information; (v) include within all Publisher E-mail, clear, prominent opt-out instructions (including in the first line of the text, if required by Applicable Law); (vi) include within all Publisher E-mail, a toll-free telephone number or valid e-mail address at which recipient may contact Publisher to file complaints and/or opt-out; (vii) include within all Publisher E-mail a valid physical postal address; and (viii) include within all Publisher E-mail, a functioning unsubscribe link which, when activated by the subject email recipient, actually and permanently removes the user’s e-mail address from the applicable Publisher Database. 10. Strike Representations and Warranties: The execution, delivery, and performance of the Agreement by Strike has been duly approved by its board of directors or managing partners/members, and no further corporate action is necessary on the part of Strike to consummate the transactions contemplated by the Agreement. 11. Publisher Representations and Warranties: Publisher hereby represents and warrants that: (a) it, as well as its Services, Publisher Media and Sub-Marketers, will comply with all applicable foreign, federal, state and local laws, rules, regulations, ordinances, guidelines, judicial and administrative orders in effect or hereafter enacted, adopted or amended, that apply to its business or performance under the Agreement, including, as applicable, CAN-SPAM, California Business & Professions Code §17529 et seq., CASL, EU General Data Protection Regulation (“GDPR”), the Federal Telemarketing Sales Rules (including, without limitation, the Telemarketing Sales Rule (16 C.F.R. Part 310)), the Telephone Consumer Protection Act (42 U.S.C. § 227) (“TCPA”), provisions relating to the National Do Not Call Registry (16. C.F.R. Part 310) and applicable state Do Not Call List requirements, the Truth-in-Lending Act (15 U.S.C. § 1601 et seq.), the Equal Credit Opportunity Act (15 U.S.C. § 1691 et seq.), the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.), the Gramm-Leach-Bliley Act (15 U.S.C. § 6801 et seq.) and regulations promulgated thereunder, Section 5 of the Federal Trade Commission Act, and state unfair and deceptive acts and practices prohibitions applicable to Marketer’s products or services or Marketer’s performance hereunder (collectively, “Applicable Law”); (b) any and all Publisher Websites and Publisher E-mail shall, at all times during the term of the Agreement, link to a privacy policy (“Publisher Privacy Policy”) that complies with all Applicable Law; (c) the Publisher Privacy Policy shall explain that Publisher is allowed to share any information collected on the Publisher Websites and through Publisher E-mail (including the applicable consumers’ mobile device ID (IDFA, GAID), App Name or ID, ISP, City, OS Version and such other fields designated by Strike from time-to-time (collectively, “Designated Fields”)), as applicable, with third parties, such as Strike, for the marketing purposes contemplated hereunder; (d) Publisher shall obtain express, affirmative consent from consumers, as required under the GDPR (without the use of pre-checked boxes or other forms of implied consent), for: (i) Strike to collect the Designated Fields; and (ii) Strike to share the Designated Fields with those of its third-party advertisers as designated by Strike from time-to-time; and (e) the Consumer Data associated with the Qualified Leads will be obtained, collected and compiled without employing harvesting, dictionary attacks and/or any other deceptive or illegal act or practice. Without limiting the foregoing, Publisher shall ensure that the following shall fully comply with the GDPR: (i) Publisher’s internal security policies and procedures, encryption technology, personnel oversight and networks associated with the Consumer Data that it collects, stores, maintains, utilizes and/or transfers; (ii) Publisher’s record keeping practices in connection with Consumer Data obtained, stored, utilized and/or transferred to third parties by Publisher; (iii) Publisher’s procedures for preventing a breach of Consumer Data and responding in the event that a Consumer Data breach occurs; (iv) Publisher’s policies and procedures related to cross-border transfers of Consumer Data; and (v) Publisher’s policies for honoring the right of consumers to access, modify and delete their respective Consumer Data records, including Publisher’s policies regarding compelling third parties with which Publisher has shared Consumer Data to honor same. 12. Other Obligations: Publisher shall: (a) Unless specifically authorized in the IO, Publisher may not use telemarketing (including through autodialing and/or the use of pre-recorded calls), SMS, Smart Messaging, EMS, MMS or any other type of text messaging service or protocol in connection with the Services provided hereunder. (b) Unless otherwise authorized in the IO, Publisher may not: (i) include or promote any Creative by or through any blogs, news articles, third party newsgroups, message boards or other social media outlets in connection with the Services provided hereunder; or (ii) use any endorsements or testimonials in connection with marketing the Creative. Where Publisher is authorized in the applicable IO to engage in the marketing activities described in Section 12(b)(i) and (ii) above, Publisher shall fully comply with the Federal Trade Commission Guidelines Concerning the Use of Endorsements and Testimonials and Native Advertising: A Guide for Businesses (collectively, the “FTC Guidelines”). (c) Publisher shall not use ANY “incentivized marketing” or establish, or cause to be established, any promotion that provides any sweepstakes entries, rewards, points or other compensation to be earned in connection with the Services provided hereunder, nor create the appearance of incentivized marketing or otherwise attempt to induce prospective Qualified Leads to provide Consumer Data, or complete any lead-related action(s), as applicable, through use of any other incentives. (d) Publisher may not, nor knowingly permit any person to, inflate the amount of Qualified Leads through any deceptive or misleading practice, method or technology including, but not limited to, the use of any spyware, adware, device, program, robot, iFrames, redirects, spiders, computer script or other automated, artificial or fraudulent methods designed to appear like an individual, real live person completing a Qualified Leads registration form or taking any lead-related action(s), as applicable. In connection with the Services provided hereunder, Publisher may not: (i) place misleading statements in close proximity to the Creative; (ii) take control of an end-user’s computer by delivering advertisements that the end-user cannot close without turning off the computer or closing all sessions of the Internet browser for the computer; or (iii) install or execute on another's computer one (1) or more additional software program(s) without consent of the end-user including spyware or other similar harmful software. (e) Unless authorized in writing, in advance, Publisher may not use third-party trademarks without the permission of the applicable trademark owner, or any other term excluded in any applicable IO, in any manner to direct traffic to any Publisher Websites in connection with the Services provided hereunder. This prohibition includes, but is not limited to, purchasing keywords from search engine service providers (“Paid Search Networks”), or purchasing inclusion in search engine networks (“Paid Inclusion Networks”), where the associated keywords include the trademark, service mark and/or brand name of any third party. Without limiting the foregoing, Publisher must not violate the rules, requirements or regulations of any Paid Search Network or Paid Inclusion Network. (f) Publisher will not use inappropriate content on, or in connection with, the Creative and/or Publisher Media including, without limitation, content that promotes or contains language referring to: (i) the use of alcohol, tobacco or illegal substances, nudity, sexually explicit material, pornography, profanity, expletives or inappropriate language; (ii) illegal or unethical activity, deceptive acts, racism, material that promotes violence, “spam,” mail fraud, gambling, pyramid schemes or illegal advice; (iii) libelous, defamatory, infringing, false or misleading content, or other content that is contrary to public policy; (iv) content that may expose Strike to negative publicity; (v) piracy (of software, videos, audio/music, books, video games, etc.), hacking, cracking, phreaking or distribution of copyrighted materials; (vi) content that violates the rights of others, such as intellectual property or privacy rights; (vii) activities generally understood as Internet abuse; or (viii) content that is otherwise offensive or inappropriate in Strike’s sole discretion. 13. Confidentiality: A Party (the “Receiving Party”) may receive Confidential Information of the other Party (the “Disclosing Party”) and the Receiving Party shall keep such Confidential Information in confidence and protect such Confidential Information, including, but not limited to, by security measures at least as restrictive as those it takes to protect its own Confidential Information, but in no case less than reasonable security measures. Without limiting the foregoing, the Recieivng Party shall take reasonable steps to prevent unauthorized disclosure, dissemination, collection, storage, use of, or access to Confidential Information. Except as required by law or permitted by the Agreement, the Receiving Party shall not disclose Confidential Information to any third party (other than to its legal and financial advisors, agents, employees, and consultants on a “need to know” basis who are under obligations of confidentiality at least as restrictive as those in the Agreement), without the Disclosing Party’s prior express written consent, and the Receiving Party shall not use any Confidential Information for any purpose other than as necessary for the performance of its obligations and exercise of its rights under the Agreement. At the express written request of the Disclosing Party, the Receiving Party shall return or destroy any Confidential Information of the Disclosing Party to the extent possible and except as otherwise needed as evidence or as required to be provided by each Party in an aggregated form to governmental authority(ies). The Parties agree the Confidential Information of the Disclosing Party is and remains the property of the Disclosing Party. Disclosure or use of Confidential Information by the Receiving Party in violation of the provisions of this Section would cause irreparable injury to the Disclosing Party; therefore, in the event of any breach or threatened breach of the provisions of this Section, the other Party, in addition to any other remedies it may have, is entitled to preliminary and permanent injunctive relief without having to post a bond. The Receiving Party may disclose Confidential Information pursuant to an order of a court of competent jurisdiction, by rule or regulation of an administrative agency to which the Receiving Party is subject, or subpoena, provided that, to the extent permitted by law and where feasible, the Receiving Party shall provide prompt written notice of such court order, requirement, or subpoena to the Disclosing Party to enable the Disclosing Party to seek a protective order, confidential treatment, or to otherwise prevent or restrict such disclosure. The Receiving Party will reasonably cooperate, at the Disclosing Party’s expense, to assist the Disclosing Party in seeking such protective order or from otherwise preventing or restricting such disclosure. 14. DISCLAIMER OF WARRANTIES: THE CREATIVE AND ALL OTHER STRIKE PRODUCTS AND/OR SERVICES ARE PROVIDED TO PUBLISHER ON AN "AS IS," “WHERE IS” AND "AS AVAILABLE" BASIS. STRIKE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED, TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. STRIKE MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE MARKETING CAMPAIGNS CONTEMPLATED HEREUNDER. 15. LIMITATIONS OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST BUSINESS, LOST DATA OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT. UNDER NO CIRCUMSTANCES SHALL STRIKE BE LIABLE TO PUBLISHER OR ANY THIRD PARTIES FOR AN AMOUNT GREATER THAN THE AMOUNTS PAID BY STRIKE TO PUBLISHER DURING THREE (3) MONTHS PRECEDING ANY CLAIM ARISING HEREUNDER. 16. Indemnification: Each Party agrees to indemnify, defend and hold harmless the other Party and its employees, agents, officers and directors (“Indemnified Parties”), from and against any and all claims, causes of action, judgments, demands, damages, losses or liabilities, including costs and expenses (including reasonable attorneys fees and costs of suit) (collectively, “Losses”), arising out of or relating to (a) any claim based upon that Party’s infringement upon the copyright, trademark, patent, trade secret or other intellectual property right of any third party; and (b) any breach by that Party of any representation or warranty contained in the Agreement. Publisher further agrees to indemnify, defend and hold harmless Strike and its Indemnified Parties from and and against any Losses arising out of or relating to any: (i) claim related to the Services and/or Publisher Media; and/or (ii) act or omission of any Sub-Marketer. 17. Dispute Resolution: The Agreement shall be construed in accordance with and governed by the laws of the State of New York. In the event that any suit, action or other legal proceeding shall be instituted against either party in connection with the Agreement, each hereby submits to the jurisdiction of either the United States District Court for the Southern District of New York or any New York State Court of competent jurisdiction, located in New York County, and further agrees to comply with all the requirements necessary to give such court jurisdiction. If any litigation, action or other proceeding is threatened and/or commenced between the parties or their personal representatives arising out of and/or concerning and/or related to any provision of this Agreement, or the assertion and/or protection of any issue, interest, right and/or duty of any person in relation thereto, whether or not litigation is actually initiated, the prevailing party shall be entitled to recover from the non-prevailing or defaulting party, in addition to other relief as may be granted, its reasonable attorneys’ fees in either prosecuting and/or defending such threat, actual litigation, mediation and/or settlement efforts, including, but not limited to, pre-litigation, litigation, trial, post judgment collection, appellate and bankruptcy-related legal fees and costs. 18. Assignment: Neither Party shall, without the prior written consent of the other Party, assign its rights or delegate its duties under the Agreement, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that either Party may, in the event of a merger, acquisition or sale of substantially all of such Party’s assets or business (or any substantially similar transaction), assign the Agreement without the consent of the other Party. The provisions of the Agreement shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns. 19. Relationship of the Parties: The relationship of Strike and Publisher established by the Agreement is solely that of independent contractors, and neither Party is an employee, agent, partner or joint venturer of the other. Neither Party shall make any representation, warranty or covenant, or assume or create any obligation, on the other Party’s behalf. Each Party shall be solely responsible for the actions of its respective employees, agents and representatives. Both Parties acknowledge that Publisher’s employees and Sub-Marketers are not nor shall they be deemed to be employees or independent contractors of Strike. 20. Severability: If any term, provision, covenant, or condition of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and shall in no way be affected or invalidated. 21. Entire Agreement; Modification: These Terms, together with all applicable IOs, constitutes the entire agreement between the Parties and supersedes any prior or inconsistent agreements, negotiations, representations and promises, written or oral, regarding the subject matter. No modification, course of conduct, amendment, supplement to or waiver of the Agreement or any provisions hereof shall be binding upon the Parties unless made in writing and duly signed by both Parties. 22. Agreement in Counterparts: The Agreement may be signed by Strike and Publisher in counterparts, and facsimile signatures shall have the same force and effect as an original signature. 23. Headings: All section headings and captions have been inserted for convenience only and shall not affect the interpretation of the Agreement. 24. Drafting: Each Party executing the Agreement agrees that it has fully participated in the drafting of the Agreement and that no Party shall be deemed to be the drafting Party of the Agreement. 25. Audit: Publisher agrees that, at all times during the term of the Agreement, and for six (6) months thereafter (the “Audit Period”), it shall maintain Strike books and records relating to its Services (as well as its collection and use of any Consumer Data) under the Agreement, as well as Publisher’s compliance with Applicable Law and the terms of the Agreement (collectively, the “Audit Items”). Publisher agrees that Strike, or any designee of Strike that is legally bound to obligations of confidentiality and non-disclosure, shall have the right during the Audit Period to reasonably examine, inspect, audit and review all such books, records and any source documents used in the preparation thereof during normal business hours upon written notice to Publisher at least seven (7) business days prior to the commencement of any such examination, inspection, review or audit. Such audit shall be at Strike’s sole cost and expense and shall be strictly limited to those books and records that specifically relate to the Audit Items. Notwithstanding the foregoing, if Strike uncovers any material misconduct associated with Publisher’s Services hereunder, then the audit shall be at the sole cost and expense of Publisher.