Seller Terms

1. Agreement Structure; Astoria as Seller.

These Astoria Seller Master Lead & Call Services Terms and Conditions (the "Seller Master Terms") govern any insertion order, lead purchase agreement, campaign schedule, quote, rate card, email approval, API approval, statement of work, or other written order document that references or links to these Seller Master Terms (each, an "Insertion Order" or "IO"). The IO and these Seller Master Terms together form the "Agreement."

These Seller Master Terms apply only when Astoria Company Marketing LLC d/b/a Astoria Company ("Astoria") is selling, licensing, transferring, routing, posting, pinging, delivering, or otherwise making available Leads, Calls, Ping Data, Commissionable Events, or related data to the counterparty identified in the IO ("Buyer").

If there is a conflict between an IO and these Seller Master Terms, the IO will control only as to campaign-specific commercial terms, such as pricing, caps, filters, geography, vertical, delivery method, hours, payment timing, reporting and approved use. These Seller Master Terms control as to legal, compliance, data rights, privacy, data security, confidentiality, source confidentiality, payment collection, ownership, restrictions, indemnity, limitation of liability, venue, arbitration, non-circumvention, and termination unless an amendment expressly references the specific section being modified and is signed by both parties.

These Seller Master Terms are intentionally drafted for Astoria in its role as the provider/seller of Leads and Calls. Buyer should not use these terms when Astoria is purchasing Leads or Calls from Buyer.

2. Parties; Commercial Relationship

"Astoria" means Astoria Company Marketing LLC d/b/a Astoria Company. "Buyer" means the company or individual purchasing, receiving, bidding on, accepting, licensing, or using Leads, Calls, Ping Data, or Commissionable Events from Astoria under an IO. "Party" means Astoria or Buyer, and "Parties" means both.

• Buyer is an independent contractor and is solely responsible for its receipt, storage, use, resale if expressly permitted, contact, outreach, dialing, texting, emailing, disclosure, suppression, deletion, privacy compliance, licensing, registration, and downstream handling of Leads, Calls, and related data.

Nothing in the Agreement creates an exclusive relationship, partnership, joint venture, franchise, agency, fiduciary relationship, or employment relationship. Buyer may not bind Astoria or represent that it acts on behalf of Astoria unless expressly authorized in a signed writing.

3. Key Definitions

"Applicable Law" means all federal, state, local, and foreign laws, rules, regulations, guidance, orders, and self-regulatory rules applicable to Buyer, Astoria, the campaign, or Buyer's use of Leads/Calls, including laws relating to advertising, telemarketing, text messaging, email, privacy, data security, consumer protection, unfair or deceptive acts, insurance, Medicare, mortgage, legal advertising, home services, education, financial services, call recording, wiretap/eavesdropping, and data broker activity.

"Call" means an inbound call, live transfer, warm transfer, pay-per-call event, connected call, routed call, or other telephone event delivered, routed, sold, or made available by Astoria under an IO.

"Commissionable Event" means a Lead, Call, click, form submission, transfer, appointment, accepted ping/post event, or other event specified in an IO that triggers billing or payment.

"Consumer" means an individual whose information or call is included in a Lead or Call or who interacts with a form, website, landing page, call flow, advertisement, SMS, email, or source.

"Lead" means consumer contact information, inquiry information, consent information, call information, form data, ping data, post data, or related data sold, licensed, routed, transferred, disclosed, or made available by Astoria under an IO.

"Ping Data" means partial lead data, routing data, bid request data, metadata, logs, pricing information, filter information, match data, auction data, API transaction records, and related information used before or in connection with posting, routing, auctioning, bidding on, or accepting a Lead.

"Returned Lead" means a Lead rejected, returned, credited, or deemed invalid under the applicable IO or Astoria's written return approval.

"Downstream Recipient" means any agent, employee, contractor, call center, CRM user, dialer vendor, agency, advertiser, affiliate, sub-affiliate, reseller, client, partner, service provider, or other person or entity that receives, accesses, uses, contacts, stores, or processes a Lead or Call from or on behalf of Buyer.

4. Services; No Exclusivity; No Volume Commitment

Astoria may provide Leads, Calls, Ping Data, live transfers, inbound calls, pay-per-call traffic, host/post leads, ping/post leads, clicks, appointments, or other Commissionable Events described in an IO.

No IO creates exclusivity unless expressly stated. Astoria may sell, route, deliver, transfer, license, or make available similar Leads or Calls to other buyers, advertisers, networks, agencies, or customers.

• Astoria has no obligation to deliver any minimum volume unless an IO expressly states a binding volume commitment. All Leads and Calls are subject to availability, caps, filters, hours, source availability, technical availability, compliance review, and payment/credit status.

Astoria may pause, cap, throttle, suspend, reject, or terminate any campaign, buyer, integration, delivery path, source, or Lead/Call delivery at any time due to payment risk, compliance risk, legal risk, consumer complaints, privacy requests, data broker issues, DDoS/security risk, technical issues, source availability, or business needs.

5. Buyer's Permitted Use

Buyer may use Leads and Calls only for the specific campaign, vertical, geography, product, service, and purpose stated in the IO and only in compliance with Applicable Law, the IO, and these Seller Master Terms.

• Buyer may contact Consumers only in a lawful, professional, non-harassing, non-misleading manner and only in connection with the Consumer's inquiry or the campaign purpose disclosed in the IO and consent language.

Buyer may not use Leads or Calls for unrelated products, unrelated services, eligibility determinations prohibited by law, FCRA-regulated purposes unless expressly authorized and legally compliant, credit repair, debt collection, data append, enrichment, profiling, AI model training, cross-context advertising, resale, redistribution, or any purpose not expressly permitted by the IO.

Buyer is solely responsible for determining whether it has all licenses, registrations, privacy notices, consent, call scripts, dialing/texting authority, DNC/suppression controls, and legal basis required for its intended use.

6. Restrictions on Resale, Transfer, and Downstream Use

Unless the IO expressly permits resale or transfer, Buyer may not resell, license, transfer, disclose, post, ping, route, share, sublicense, or make available Leads, Calls, Ping Data, or related records to any third party.

If an IO permits transfer or use by named Downstream Recipients, Buyer is fully responsible for all Downstream Recipients and must ensure they comply with the IO, these Seller Master Terms, the applicable consent language, and Applicable Law.

• Buyer must maintain a current list of all approved Downstream Recipients and provide it to Astoria upon request. Astoria may reject or revoke approval for any Downstream Recipient at any time based on compliance, payment, reputational, legal, or business risk.

Any unauthorized resale, transfer, disclosure, use, storage, or contact by Buyer or any Downstream Recipient is a material breach, an indemnifiable event, and grounds for immediate suspension or termination.

7. Lead and Call Delivery; Acceptance; Astoria Reporting Controls

Unless the IO states otherwise, a Lead or Call is billable when delivered, posted, transferred, routed, connected for the minimum duration stated in the IO, accepted by Buyer's system, accepted by API, added to Buyer's CRM, made available for download, or otherwise made available to Buyer or a Downstream Recipient.

Astoria's reporting, tracking, acceptance logs, call tracking records, API logs, delivery logs, platform records, and billing records will control for delivery, acceptance, call duration, returns, credits, and billing unless the IO expressly states otherwise.

• Buyer is responsible for properly configuring its systems, APIs, CRM, dialers, phone numbers, routing, call center, suppression files, and filters. Buyer remains responsible for Leads or Calls delivered before Astoria confirms a pause, cap, filter, or routing change has been implemented.

Astoria is not liable for Buyer's system outages, API failures, mapping errors, CRM errors, buyer-side duplicate detection failures, call center outages, routing failures, reporting discrepancies, or failure to receive or process delivered Leads or Calls.

8. Lead and Call Quality; Returns; Credits

Return windows, validity criteria, and credit rules will be stated in the IO. If the IO is silent, Buyer must submit documented disputes or return requests by the tenth (10th) day of the month following delivery, and all undisputed Leads/Calls are deemed accepted.

• Unless the IO states otherwise, returns are limited to objective defects such as duplicate delivered by Astoria to the same Buyer within the applicable duplicate window, wrong geography, wrong vertical/category, disconnected or non-operational phone number, invalid email, clearly fraudulent submission, or failure to meet an express IO filter.

No credit is due because a Consumer does not answer, does not respond, is not interested, changes their mind, does not purchase, does not qualify, was already contacted by another provider, was already in Buyer's database, cannot be converted, is considered low quality, or does not produce revenue if the Lead or Call otherwise meets the IO criteria.

All return requests must be submitted in the format required by Astoria and must include lead ID/call ID, reason code, evidence, and explanation. Untimely, unsupported, bulk, conclusory, or subjective disputes may be denied.

Returned Leads may not be used, contacted, stored except as necessary for suppression or audit, resold, transferred, disclosed, appended, enriched, or monetized by Buyer. Any use of a Returned Lead after return or credit is a material breach and indemnifiable event.

9. Payment; Credit Terms; Collections

Pricing, billing frequency, payment timing, prepay requirements, credit limits, and payment method will be stated in the IO. If the IO is silent, invoices are due net thirty (30) days from invoice date.

• Astoria may require prepayment, deposit, credit card, ACH, wire, weekly payment, auto-pay, reduced credit terms, or a credit limit at any time based on payment history, credit risk, volume, campaign type, compliance risk, or business judgment.

Buyer may not withhold payment, set off amounts, charge back, or delay payment based on disputed Leads/Calls unless Astoria has approved the dispute in writing. Buyer must pay all undisputed amounts when due.

Past-due amounts may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less, plus reasonable collection costs, attorneys' fees, chargeback costs, payment processing fees, and costs of enforcing the Agreement.

Fees are exclusive of taxes. Buyer is responsible for all sales, use, excise, gross receipts, VAT, or similar transaction taxes arising from its purchase, receipt, use, resale, or transfer of Leads, Calls, data, or services, excluding taxes on Astoria's net income.

10. Compliance With Laws; Buyer Responsibility

Buyer must comply with all Applicable Law in receiving, storing, using, contacting, dialing, texting, emailing, transferring, suppressing, deleting, and otherwise processing Leads and Calls.

Without limitation, Buyer must comply with TCPA, TSR, federal and state DNC rules, state mini-TCPA laws, CAN-SPAM, CCPA/CPRA, other state privacy laws, Data Broker Laws, call recording and wiretap/eavesdropping laws, unfair/deceptive acts and practices laws, GLBA/FCRA restrictions where applicable, insurance marketing rules, Medicare/CMS-related rules where applicable, mortgage and lending laws, legal advertising rules, home services regulations, education marketing rules, carrier rules, and platform rules.

• Buyer is independently responsible for determining the legality of its own business operations, communications, marketing, licensing, registration, data broker status, privacy notices, consent language, DNC compliance, suppression practices, and downstream processing.

Astoria's sale, transfer, delivery, routing, or provision of consent records is not legal advice and is not a representation that Buyer's intended use, call method, SMS method, email method, script, license status, or downstream transfer is lawful.

11. Telemarketing, SMS, Email, DNC, and Call Rules

Buyer must honor all opt-out, STOP, unsubscribe, do-not-call, suppression, revocation, internal do-not-contact, and communication-preference requests it receives. Buyer may not rely on Astoria to process requests received directly by Buyer or Buyer's representatives.

• Buyer may not harass Consumers, contact Consumers excessively, call or text outside lawful hours, use misleading scripts, misrepresent Astoria or the source of the Lead, spoof caller ID, use unlawful prerecorded/artificial voice calls, use ringless voicemail, or otherwise engage in conduct that creates legal, regulatory, reputational, or business risk for Astoria.

Buyer is solely responsible for its dialer, caller ID, call recording notices, SMS platform, 10DLC registration, opt-out handling, DNC scrubbing, revocation processing, agent scripts, call center conduct, and carrier/platform compliance.

Where Leads include SMS consent records, such records may be used only as necessary to document consent and communicate lawfully with Consumers in connection with the specific inquiry and campaign. Buyer may not sell, rent, share, or use SMS opt-in data for unrelated marketing purposes except as expressly permitted by law, consent, and the IO.

12. Privacy, Data Broker, and Data Protection Obligations

Buyer must provide all privacy notices, notices at collection where applicable, opt-out links, consent disclosures, data broker disclosures, sensitive data notices, and other disclosures required for Buyer's receipt, use, transfer, sale, sharing, disclosure, storage, and processing of Leads and Calls.

• Buyer is solely responsible for its data broker registration, disclosures, deletion mechanisms, DROP or similar obligations, fees, reporting, downstream notices, and request processing in every jurisdiction where Buyer is required to comply.

Buyer must promptly notify Astoria of any privacy request, data broker request, DROP request, opt-out, deletion request, consumer complaint, attorney demand, subpoena, civil investigative demand, regulatory inquiry, government investigation, lawsuit, security incident, or material compliance issue relating to any Lead, Call, Consumer, or Downstream Recipient.

Buyer must maintain reasonable administrative, technical, and physical safeguards appropriate to the data and must promptly notify Astoria of any unauthorized access, acquisition, disclosure, or misuse involving Leads, Calls, Consumer data, Astoria data, Confidential Information, or credentials.

If Astoria provides a deletion, suppression, opt-out, or do-not-contact instruction related to a Lead or Call, Buyer must promptly comply and must ensure all approved Downstream Recipients comply.

13. Consent Records; No Guarantee of Conversion or Legal Sufficiency for Buyer's Use

Astoria may provide consent records, source information, TrustedForm certificates, Jornaya LeadiD, call recordings where available and permitted, call logs, or other documentation where available, required by the IO, or reasonably requested for compliance or dispute review.

• Buyer acknowledges that Leads and Calls generally consist of consumer self-reported information and may not be independently verified by Astoria. Astoria does not guarantee contactability, conversion, accuracy, completeness, creditworthiness, eligibility, qualification, purchase, enrollment, retention, appointment, revenue, or return on investment.

Astoria does not guarantee that any consent record is legally sufficient for Buyer's specific use, communication method, script, dialer, SMS platform, downstream transfer, vertical, jurisdiction, or compliance theory. Buyer must make its own legal determination and obtain legal advice where appropriate.

Buyer's obligation to pay for valid Leads and Calls is not conditioned on conversion, consumer response, sales, enrollment, acceptance by Buyer's clients, or Buyer's legal assessment after delivery, except as expressly provided in the IO return rules.

14. Astoria Source Confidentiality; No Source Disclosure Obligation

Astoria's sources, publishers, sellers, call sources, lead sources, traffic sources, buyers, routing logic, pricing, margins, filters, integrations, and supply relationships are Astoria Confidential Information.

• Unless expressly required by law or by the IO, Astoria is not required to disclose the identity of its sources, publishers, call sources, lead sources, sellers, or upstream vendors to Buyer. Astoria may provide consent records or source evidence in a masked or redacted manner where appropriate.

If a complaint, attorney demand, regulatory inquiry, or lawsuit requires source information, Astoria may determine in its reasonable discretion what source information to disclose, to whom, and under what confidentiality protections. Buyer must not contact or circumvent Astoria's sources except with Astoria's prior written consent.

15. Ping Data; Platform and API Restrictions

Ping Data, bidstream data, API logs, routing data, pricing data, platform data, source data, campaign data, suppression data, scoring data, and other pre-delivery or platform-related data are Astoria Confidential Information.

• Buyer may use Ping Data only to evaluate and accept or reject Leads under the applicable IO. Buyer may not store, use, contact, resell, disclose, append, enrich, route, or monetize Ping Data unless the full Lead is purchased and accepted under the IO.

Buyer may not scrape, harvest, reverse engineer, decompile, clone, manipulate, overload, interfere with, or attempt to derive Astoria's source code, business rules, bidding logic, routing logic, algorithms, pricing logic, suppression rules, platform operations, or supply/demand relationships.

Buyer may not use Leads, Calls, Ping Data, reports, API data, or platform data to build, train, improve, test, benchmark, or support artificial intelligence, machine learning, predictive models, competing lead exchanges, competing call routing systems, or competing products unless expressly authorized in the IO.

Buyer is responsible for credentials, API keys, account users, authentication methods, IP allowlists, and integration security under Buyer's control. Unauthorized credential sharing or failure to revoke access for former personnel is a material breach.

16. Confidentiality

Confidential Information includes all non-public information disclosed by or on behalf of a Party, including pricing, IO terms, lead/call data, Consumer data, personal information, Traffic Sources, publishers, buyers, sellers, clients, vendors, integrations, API specifications, campaign data, platform data, business plans, financial information, security information, and legal/compliance information.

• Buyer may use Astoria Confidential Information only to perform under the Agreement and may disclose it only to personnel and service providers who need to know it and are bound by confidentiality obligations at least as protective as these Seller Master Terms.

Buyer may not disclose Astoria's sources, sellers, publishers, call sources, supply relationships, pricing, margins, filters, routing logic, campaign performance, APIs, or business relationships without Astoria's prior written consent.

Confidentiality obligations survive for five (5) years after termination and indefinitely for trade secrets, personal information, Consumer data, consent records, security information, source information, and competitively sensitive information.

17. Intellectual Property; Marks; Publicity

Each Party retains its own trademarks, logos, trade names, copyrights, websites, software, platforms, data, databases, systems, methods, know-how, APIs, routing logic, creative materials, and intellectual property.

• Buyer may use Astoria's name, marks, logos, or creative materials only with prior written approval. Any approved use must follow Astoria's instructions and must stop immediately upon request or termination.

Buyer may not issue a press release, public announcement, case study, customer list reference, or marketing claim referencing Astoria or the Agreement without Astoria's prior written approval.

18. Representations, Warranties, and Covenants

Buyer represents, warrants, and covenants that: (a) it has authority to enter into the Agreement; (b) it will comply with Applicable Law; (c) it has and will maintain all required licenses, permits, registrations, insurance, data broker registrations, and authorizations; (d) it will use Leads and Calls only as permitted by the Agreement and IO; (e) it will not make misleading statements to Consumers, regulators, Astoria, or Partners; (f) it will not infringe or violate third-party rights; and (g) it will promptly notify Astoria of material compliance issues.

• Buyer further represents that all communications initiated by Buyer or its Downstream Recipients will comply with TCPA, TSR, DNC, CAN-SPAM, privacy, data broker, call recording, wiretap/eavesdropping, consumer protection, Medicare/CMS, insurance, mortgage, legal advertising, home services, education, and other Applicable Law.

Buyer will ensure that its employees, contractors, call centers, agents, vendors, affiliates, customers, and Downstream Recipients comply with the Agreement and Applicable Law.

19. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN A SIGNED IO, ALL LEADS, CALLS, PING DATA, SERVICES, PLATFORMS, API CONNECTIONS, REPORTS, AND RELATED DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASTORIA DISCLAIMS ALL IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, CONTACTABILITY, CONVERSION, ROI, LEGAL SUFFICIENCY FOR BUYER'S INTENDED USE, AND WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE.

• Astoria does not guarantee that any Lead or Call will result in a sale, enrollment, appointment, loan, policy, legal case, contract, conversion, revenue, profit, or other business outcome.

20. Buyer Indemnification

Buyer will defend, indemnify, and hold harmless Astoria and its affiliates, officers, directors, employees, contractors, representatives, sources, publishers, sellers, vendors, clients, customers, successors, and assigns from and against all claims, demands, lawsuits, regulatory inquiries, civil investigative demands, investigations, damages, statutory damages, fines, penalties, settlements, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) Buyer's breach of the Agreement or an IO; (b) Buyer's violation or alleged violation of Applicable Law; (c) Buyer's fraud, gross negligence, willful misconduct, or deceptive acts; (d) Buyer's receipt, use, contact, dialing, texting, emailing, resale, transfer, disclosure, storage, security, deletion, suppression, privacy-request processing, or downstream handling of Leads or Calls; (e) Buyer's failure to honor revocation, opt-out, do-not-contact, STOP, DNC, suppression, deletion, or privacy requests; or (f) acts or omissions of Buyer's employees, contractors, agents, call centers, vendors, affiliates, customers, or Downstream Recipients.

Buyer's indemnity includes claims arising from Buyer's scripts, representations, communications, offers, products, services, licensing, enrollment, underwriting, appointment setting, sales process, call center activity, SMS/email practices, privacy notices, data broker obligations, and downstream recipients.

Buyer's duty to defend begins upon written notice. Astoria may participate with its own counsel at Buyer's expense if a conflict exists, if Buyer fails to defend promptly and competently, or if Astoria reasonably determines separate counsel is necessary to protect its interests. No settlement may admit fault, impose obligations, restrict Astoria's business, require source disclosure, or require payment by Astoria without Astoria's prior written consent.

21. Limitation of Astoria Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASTORIA WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES.

ASTORIA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY BUYER TO ASTORIA UNDER THE APPLICABLE IO DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations above do not limit Buyer's payment obligations, confidentiality obligations, data security obligations, privacy obligations, legal compliance obligations, misuse of Astoria data, misuse of Returned Leads, misuse of Ping Data, fraud, willful misconduct, gross negligence, intellectual property infringement, injunctive relief, or indemnification obligations.

22. Insurance

Buyer must maintain insurance appropriate for its business and obligations, including commercially reasonable commercial general liability, professional liability/errors and omissions, cyber liability/data breach, media liability, and technology errors and omissions coverage if Buyer buys, transfers, stores, resells, contacts, or uses Leads or Calls at material volume.

Upon request, Buyer must provide certificates of insurance and evidence of coverage. An IO may require specific limits, additional insured status, or other insurance requirements.

23. Non-Circumvention; Non-Solicitation

During the Term and for twenty-four (24) months after termination, Buyer will not knowingly circumvent Astoria by directly or indirectly soliciting, contracting with, buying from, selling to, routing around, or entering into a replacement relationship with any seller, lead source, call source, publisher, vendor, platform connection, client, buyer, or other commercial relationship introduced by Astoria or learned through the Agreement, except with Astoria's prior written consent.

This section does not prohibit a pre-existing relationship that Buyer can document existed before Astoria's introduction, nor does it prohibit general solicitations not targeted at introduced relationships.

24. Term; Termination; Suspension

These Seller Master Terms remain in effect while any IO is active and thereafter for surviving obligations. Unless an IO states otherwise, Astoria may terminate any IO for convenience on one (1) business day's written notice, and Buyer may terminate for convenience on five (5) business days' written notice.

• Astoria may immediately suspend or terminate any IO, buyer, integration, or delivery path for non-payment, suspected fraud, compliance risk, legal risk, security risk, consumer complaints, misuse of data, unauthorized transfer, breach, or operational necessity.

Termination does not affect Buyer's payment obligations, rights accrued before termination, confidentiality, data protection, recordkeeping, audit, indemnity, limitation of liability, dispute resolution, non-circumvention, restrictions on data use, source confidentiality, or any other provisions intended to survive.

25. Notices

Notices must be in writing and may be delivered by email, certified mail, overnight courier, or other method stated in the IO. Notices to Astoria must be sent to the legal notice email and mailing address stated in the IO, with a copy to bizdev@astoriacompany.com unless Astoria designates a different legal notice address. Operational campaign notices may be sent by email to the campaign contacts identified in the IO.

26. Governing Law; Venue; Arbitration; Class Waiver

The Agreement is governed by the laws of the State of Texas, without regard to conflict-of-law principles. Subject to arbitration, the Parties consent to exclusive venue and personal jurisdiction in the state and federal courts located in or having jurisdiction over Tarrant County, Texas.

Any dispute arising out of or relating to the Agreement, an IO, Leads, Calls, data, payments, compliance, or the Parties' relationship will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted by one neutral arbitrator in Tarrant County, Texas, unless the Parties agree otherwise.

Each Party waives the right to a jury trial and agrees that claims may be brought only in an individual capacity and not as a plaintiff, class member, private attorney general, or representative in any class, collective, consolidated, representative, or mass action.

Notwithstanding arbitration, Astoria may seek temporary, preliminary, or permanent injunctive or equitable relief in any court of competent jurisdiction to prevent or stop misuse of Leads, Calls, Ping Data, Returned Leads, Confidential Information, intellectual property, platform credentials, source relationships, or unlawful conduct.

27. Miscellaneous

Assignment. Buyer may not assign the Agreement or any IO without Astoria's prior written consent. Astoria may assign the Agreement or any IO to an affiliate, successor, acquirer, financing source, or purchaser of substantially all assets related to the Agreement.

Force Majeure. Neither Party is liable for delay or failure to perform, other than payment, confidentiality, data protection, security, compliance, or recordkeeping obligations, caused by events beyond reasonable control.

Severability. If any provision is held invalid or unenforceable, the remainder remains in effect and the provision will be modified to the minimum extent necessary to make it enforceable.

No Waiver. Failure to enforce a provision is not a waiver of future enforcement.

Electronic Signatures. The Agreement and IOs may be executed electronically and in counterparts. Email approvals may constitute written authorization for operational campaign changes unless an amendment is required.

Entire Agreement. The Agreement supersedes prior or contemporaneous oral or written understandings concerning the subject matter. Terms in invoices, purchase orders, vendor onboarding forms, or click-through systems do not amend the Agreement unless expressly signed by authorized representatives of both Parties.