MONEYMADE WIDGETS OPERATING AGREEMENT

This Widgets Operating Agreement is made and entered into by and between MoneyMade Inc ("MoneyMade" or "we"), and the Publisher ("you" or "Company") the party submitting an application to become a MoneyMade Company). For purposes of the use of the Widgets hereunder, Company includes the individual, company or entity and, without limitation, any parent entities, owners, subsidiaries, publishers, predecessor or successor entities, and any agents, officers, directors or employees acting on behalf of same, registering with MoneyMade to use the Widgets. The terms and conditions contained in this Widgets Operating Agreement apply to your participation with our Widgets. Each Widgets offer (an "Offer") may be for advertising campaigns made available by MoneyMade. By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Widgets Operating Agreement.

  1. MoneyMade Widget.

    • Definition. Widget refers to the MoneyMade widget that allows consumers to discover investment opportunities on third party investment platforms and to connect to those platforms. MoneyMade’s Widget includes any widget content, software files or images incorporated in the Widget, any developments to the Widgets, code, html embedded in the Widgets, data embedded in the Widgets, any code, and all other intellectual property incorporated in the Widget.

    • Intellectual Property Rights. MoneyMade shall retain all of its rights, title, and interests in the Widget.

  2. License

    • Grant. MoneyMade grants Company a non-exclusive, non-transferable, non-sublicensable, revocable license to the Widget for the sole purpose of allowing consumers to interact with the Widget to search investment opportunities and to connect to the investment platforms. Company is not authorized to use the Widget for any other purpose.

    • Restrictions of Use. Company may only use the Widgets as permitted under this Agreement’s license grant and other provisions. Company may not reverse engineer, decompile, reverse assemble, modify, lease, attempt to discover the source code or protocols of, create derivative works of, distribute, or sublicense the Widget or any of the intellectual property contained within the Widget. Company may not embed, incorporate, or otherwise use the Widgets in violation of the intellectual property rights of MoneyMade or any third party. Company may not disable or obscure any part of the Widget. Notwithstanding, Company may cease use of any Widget at any time in its sole discretion. Company may not use the Widgets in a way that gives the impression of partnership or affiliation with MoneyMade without MoneyMade’s express written consent. Company may not sublicense or delegate its use of the widget, or share the widget with any company or vendor without MoneyMade’s express written consent, which it may give or deny in its sole and absolute discretion.

  3. Covenants.

    • Company.

      • Legal Compliance. Company shall comply with all applicable laws, which include but are not limited to statutes, ordinances, regulations, final and non-appealable judgments, arbitration awards, and court orders. Without limiting the scope of this section, Company shall not use the Widgets contrary to any applicable export control laws.

      • Data Privacy and Security. Company shall be in compliance with applicable data privacy laws, including, but not limited to, the European General Data Protection Regulation (“GDPR”) and California’s California Consumer Privacy Act (“CCPA”) at all times during this Agreement’s term and any renewal terms. Company shall at all times have in place a consumer facing privacy notice. Nothing in this subsection shall relieve MoneyMade of MoneyMade’s obligations in section IV(b)(iii).

      • Widget. Company may not use the Widgets in any manner contrary to the license grant in this Agreement. Company may not embed or incorporate the Widget into another widget without MoneyMade’s express written consent. Company may not link the Widget in any way that does not allow successful linking to the Widgets content.

      • Company Website. Company is responsible for maintaining, updating, providing, and securing its website, hosting environment, hardware, and all other equipment necessary for its utilization and use of the Widget. MoneyMade is responsible for maintaining, updating, providing and securing the Widgets and to maintain them reasonably bug free.

      • Cooperation. Company shall provide reasonable cooperation with MoneyMade in the enforcement of MoneyMade’s intellectual property rights.

    • MoneyMade.

      • Legal Compliance. MoneyMade shall comply with all applicable laws, which include but are not limited to statutes, ordinances, regulations, final and non-appealable judgments, arbitration awards, and court orders.

      • Intellectual Property Rights. MoneyMade shall at all times own or obtain a license to the intellectual property rights contained within the Widget.

      • Data Privacy and Security. MoneyMade shall be in compliance with applicable data privacy laws, including, but not limited to, the GDPR and CCPA at all times during this Agreement’s term and any renewal terms. Nothing in this subsection shall relieve Company of Company’s obligations in section IV(a)(ii).

  4. Proprietary Rights. Company acknowledges that MoneyMade’s intellectual property rights, including but not limited to source code, copyrights, trade secrets, patents, and trademarks, shall at all times remain the property of MoneyMade. Nothing in this Agreement gives Company any right, title, or interest in any of MoneyMade’s intellectual property, including but not limited to the Widget. MoneyMade acknowledges that Company’s intellectual property rights, including but not limited to source code, copyrights, trade secrets, patents, and trademarks, shall at all times remain the property of Company. Nothing in this Agreement gives MoneyMade any right, title, or interest in any of Company’s intellectual property, including but not limited to the Company websites, apps, or other platforms.

  5. Revenue Sharing.

    • Revenue Split. MoneyMade generates revenues when a consumer clicks or connects to an investment opportunity referred to from the Widgets. Where the consumer connected to the opportunity through interaction with the Widget on the Company website, app, or other platform, then MoneyMade is to split the gross revenue it collects as follows: seventy percent (70%) to Company and thirty percent (30%) to MoneyMade following that. Conversions will be tracked from both (a) redirects from the publishers article(s), newsletters or other activities that drive users directly to MoneyMade and (b) from conversions that results from a user clicking from a MoneyMade widget. For purposes of clarity, Company is only entitled to revenue sharing where the connection to the investment opportunity occurred on a Company website, app, or other platform. MoneyMade makes no minimum commitment of revenues to be generated or collected as a result of this Agreement. Notwithstanding any other provision under this Agreement or any Offer, gross revenue under this Agreement shall only include revenue generated through flat rate pricing methods (e.g., CPC, RPM, CPM, CPL, etc.), and Company shall not share in any revenue generated from any investment, subscription or service purchased by any end user through interaction with any Widget.

    • Collection and Payment. MoneyMade is solely and exclusively responsible for the collection of revenues. By the end of the fifth business day of each month, MoneyMade shall provide to Company a report of the gross revenues generated and collected through interactions with the Widget that occurred on Company’s website during the previous month. MoneyMade shall pay all amounts owed to company within thirty (30) days of provision of the report.

    • Taxes. Company is responsible for the payment of all taxes on all amounts it earns as a result of this Agreement. In the event that MoneyMade must pay any tax on the amounts owed to Company, then Company shall reimburse all undisputed tax payments within thirty (30) days of receipt of written notice by MoneyMade.

    • Audit Rights and Payment Disputes. MoneyMade shall keep accurate records of the revenues generated pursuant to this Agreement. No more than once per fiscal year, Company may audit MoneyMade’s records. Company is solely responsible for its costs incurred in conducting the audit, unless the audit reveals the underpayment by MoneyMade to Company for the relevant fiscal year of greater than 5% of what is owed, in which case MoneyMade shall be responsible for reimbursing to Company the reasonable costs of Company’s audit. The records and results of the audit shall only be used in the determination of the accuracy of payments made by MoneyMade to Company as obligated under this Agreement. Company shall be bound by this Agreement’s confidentiality provisions and shall require its auditors to enter into a confidentiality agreement at least as protective as the confidentiality provisions of this Agreement. Where MoneyMade disputes the findings of the audit, then the dispute shall be resolved by a third-party accounting firm as agreed upon by the parties.

  6. Confidentiality.

    • Defined. “Disclosing Party” refers to a party to this Agreement when disclosing Confidential Information to another party. “Recipient Party” refers to a party to this Agreement receiving Confidential Information. “Confidential Information” refers to information a Disclosing Party discloses that 1) the Disclosing Party or a party acting on behalf of the Disclosing Party makes reasonable efforts to maintain its secrecy and/or which should reasonably be considered by the Recipient Party to be confidential, under the circumstances; 2) the Disclosing Party discloses to the Recipient Party during the term of this Agreement; and 3) the disclosure of which is in connection with the Agreement or a transaction or relationship resulting from the Agreement. Confidential Information does not include information that 1) the Recipient Party knew the information before receiving it pursuant to this Agreement; 2) is disclosed to the Recipient Party by a third party not under a confidentiality agreement or other confidentiality obligation with the Disclosing Party; 3) the Recipient Party develops on its own without reference to the Confidential Information; or 4) becomes generally available by a third party not under a confidentiality agreement or other confidentiality obligation with the Disclosing Party, without breach of this Agreement by the Recipient Party. Information that is owned or maintained by a third party that a Disclosing Party discloses to a Recipient Party is Confidential Information if it meets the requirements set forth under this section.

    • No Warranty of Accuracy. Any disclosed Confidential Information is provided “as is.” The Disclosing Party makes no representation, guarantee, or warranty about the accuracy or completeness of the Confidential Information. The Recipient is not entitled to rely upon the accuracy or completeness of the Confidential Information.

    • Compulsory Disclosure. A “Compulsory Disclosure Demand” refers to a subpoena, discovery request, search warrant, or other binding legal demand that is initiated by a third party and where compliance is required under applicable law. The Recipient Party may disclose the Confidential Information pursuant to a Compulsory Disclosure Demand, provided that 1) it timely informs the Disclosing Party of the Compulsory Disclosure Demand; 2) it may not disclose more information than is required to comply with the Compulsory Disclosure Demand; and 3) it provides reasonable cooperation with the Disclosing Party in any effort to limit the disclosure or seek a protective order.

    • Confidentiality Obligations. At all times the Recipient Party must have in place controls, precautions, and procedures to maintain the secrecy of the Confidential Information. The Recipient Party shall exercise at least the same level of care as it would exercise in protecting its own confidential information, and in no event shall exercise less than a reasonable standard of care.

    • Use of Confidential Information. The Recipient Party may not disclose, use, or copy the Confidential Information except as expressly provided for under this Agreement or permitted to it by the Disclosing Party. The Recipient Party must use, copy, and disclose the Confidential Information in compliance with all applicable laws.

    • Return of Confidential Information. Upon either the Disclosing Party’s request or the termination of this Agreement, the Recipient Party shall immediately return or destroy, at the choice of the Disclosing Party, all copies of the Confidential Information. To the extent that the destruction or return would involve an undue hardship or expense, then this obligation does not apply provided that the relevant Recipient Party’s obligations under this Agreement shall at all times remain in effect.

    • Duration. The Recipient Party’s obligations concerning the Confidential Information, including but not limited to non-use and non-disclosure, shall continue until such a time that the information no longer qualifies as Confidential Information, including if applicable, beyond the term of this Agreement.

    • Injunctive Relief. he parties agree that the disclosure or threatened disclosure of the Confidential Information would result in irreparable harm to the Disclosing Party. Therefore, in addition to all other remedies available to it, any party seeking enforcement of the confidentiality provisions of this Agreement shall be entitled to seek injunctive relief, without a requirement of demonstrating actual damages, in addition to all other remedies available to it.

  7. Term and Termination. This Agreement shall commence upon its execution by both parties (the “Effective Date”) for an initial term length of one year unless terminated earlier. Either party may terminate this Agreement effective immediately without notice. All obligations that should by their nature survive the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement. Obligations and provisions that shall survive the termination or expiration of this Agreement include, but are not limited to, those of confidentiality, limitations of liability, indemnification, and dispute resolution.

  8. Warranties.

    • Company. Company represents and warrants 1) it has the right to enter into this Agreement; and 2) it has ownership of or a license to all websites, environments, or other equipment involved in its use of the Widget. Company makes no further representations or warranties, expressed or implied.

    • MoneyMade MoneyMade represents and warrants 1) it has the right to enter into this Agreement; 2) it has ownership of or a license to the Widget; 3) the license grant provided under this Agreement shall not infringe upon the intellectual property rights of a third party; and 4) Company’s utilization of any Widget will not infringe upon the intellectual property rights of any third party. Upon Company’s notification of a material failure of the Widget to function (an “Error”) to MoneyMade, MoneyMade will make reasonable efforts to correct such Errors as are reproducible and correctable by MoneyMade. Except as otherwise provided for, MoneyMade is licensing the Widget “as is.” MoneyMade disclaims all other representations and warranties, express or implied, merchantability, or fitness of use for a particular purpose. MoneyMade’s representations and warranties for intellectual property rights to the Widget shall not apply to the extent that Company modifies, changes, or otherwise uses the Widget contrary the license grant contained in this Agreement.

  9. Indemnification.

    • Company. Company shall defend, indemnify, and hold harmless MoneyMade, its successors, assigns, officers, directors, employees, and agents from any and all third party claims, causes of action, losses, liabilities, and expenses (including, but not limited to, reasonable attorney fees) arising out of 1) any breach of this Agreement by Company; 2) any alleged infringement or unauthorized use of any patents, copyrights, trademarks, or any other proprietary rights, owned, used, or controlled by third parties of Company’s website or any other equipment Company used in the utilization of the Widget; or 3) any violation of any warranty. Company shall defend, indemnify, and hold harmless MoneyMade, its successors, assigns, officers, directors, employees, and agents from any and all third party and direct claims, causes of action, losses, liabilities, and expenses (including, but not limited to, reasonable attorney fees) arising out of Company’s utilization of the Widget in breach of this Agreement.

    • MoneyMade MoneyMade shall defend, indemnify, and hold harmless Company, its successors, assigns, officers, directors, employees, and agents from any and all third party claims, causes of action, losses, liabilities, and expenses (including, but not limited to, reasonable attorney fees) arising out of 1) any breach of this Agreement by MoneyMade; 2) any third party allegation of infringement by the widget of any patents, copyrights, trademarks, or any other proprietary rights contained in the Widget; or 3) any violation of any warranty.

  10. Limitations of Liability. Except for a claim of indemnification, neither party shall be responsible to the other for lost profits, or any consequential, incidental, exemplary, or punitive damages, regardless of whether the allegedly breaching party was aware of circumstances that would have made such damages likely to occur.

  11. Dispute Resolution.

    • Arbitration. The parties agree that any dispute arising out of or relating to this Agreement, or transaction or relationship resulting from it, shall be submitted to arbitration except where otherwise specified in this Agreement. Any such arbitration shall be governed by the Federal Arbitration Act. All arbitration proceedings are to be governed by the Commercial Arbitration Rules of the American Arbitration Association in effect at the time of dispute. Where possible, the parties agree that the arbitrator or arbitrators have experience in financial technology transactions, or otherwise have technology industry experience. The arbitration proceedings, as well as the existence and nature of the dispute shall be treated as confidential by the parties except as required by Companies securities related obligations. Each arbitration must occur on an individual basis, and neither party may not submit a dispute as a plaintiff or representative class member in a purported class action. The parties hereby request that any arbitration dispute be streamlined, and that the arbitrator or arbitrators conduct the arbitration with the intent of reducing the cost of the arbitration as well as preserving the fairness of the proceedings. Any arbitration award shall be binding, and may be enforced in any court of competent jurisdiction.

    • Mediation. The parties are permitted to submit a dispute to mediation prior to arbitration, and at any time during an arbitration either party may request that the arbitrator or arbitrators mediate the dispute or refer the dispute to mediation. Any mediation between the parties shall be subject to the same confidentiality requirements as an arbitration.

    • Equitable Relief. Either party may pursue injunctive or other equitable relief, outside of arbitration, in a state or federal court of competent jurisdiction located in the state of California.

    • Forum Selection. Any arbitration between the parties is to be held in Los Angeles, California. The parties consent to the exclusive jurisdiction of the state or federal courts located in the City and County of Los Angeles, California for any dispute arising out of related to this Agreement or a transaction or relationship resulting from it that is not arbitrable.

    • Choice of Law. The parties agree that the laws of the state of California, excluding any choice of law provisions or rules that would direct the application of another state’s laws, shall govern any dispute arising out of or relating to this Agreement, or the transactions or relationships resulting from it.

    • Attorneys Fees. For any dispute arising from or relating to the Agreement, or any transactions or relationships resulting from it, the prevailing party shall be entitled to recover its reasonable attorney’s fees. This includes, but is not limited to, any challenge to the validity of the arbitration provisions of this Agreement.

  12. Notice. All notices, consents, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall conclusively be deemed effective 1) on personal delivery; 2) on confirmed delivery by courier service; 3) on the first business day after transmission if sent by confirmed facsimile transmission or registered electronic mail transmission, with unmodifiable proof of content, delivery, and time of delivery; or 4) three (3) days after deposit in the United States mail, by registered, certified, or first class mail, postage prepaid, addressed to the party to be notified as set forth below: To MoneyMade Inc. Address 527 S Gertruda Ave, Redondo Beach CA 90277. Any party may change its address for purposes of this paragraph by giving written notice of its new address to the other party in the manner set forth above.

  13. Modification/Waiver. This Agreement may be supplemented, amended, or modified only by a writing signed by both parties. No delay or omission in exercising a right under this Agreement shall be considered a waiver of that right. Any waiver must be in writing and signed by the waiving party, and shall not be construed as a waiver of any other right, breach, or remedy.

  14. Word Usage and Construction of this Agreement. Unless the context clearly requires otherwise, 1) usage of plural and singular forms of words are each deemed to include the other; 2) the masculine, feminine, and neuter genders are each deemed to include the others; 3) the words "shall," "will," or "agrees" are mandatory, and "may" is permissive; 4) "or" is not exclusive; and 5) "includes" and "including" are not limiting. Business day means Monday through Friday, except for a federal or California holiday, from 9:00AM-6:OOPM Pacific time. Each party has participated in the drafting, review, and negotiation of this Agreement, therefore any rule directing the resolution of an ambiguity against the drafting party shall not apply. Headings are included for purpose of reference and shall not on their own affect the interpretation of this Agreement.

  15. Entire Agreement. This Agreement supersedes all prior or contemporaneous agreements and understandings between said parties, verbal or written, express or implied, relating to the subject matter hereof. No promises of any kind have been made by Purchaser or any third party to induce Seller to execute this agreement. No course of dealing, course of performance or trade usage, and no parole evidence of any nature, shall be used to supplement or modify any terms of this Agreement.

  16. Severability of Agreement. If a court or an arbitrator of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid for any reason, the validity and enforceability of the remaining provisions of this Agreement shall not be affected.