Affiliate Agreement Terms

ADVERTISING SERVICES AGREEMENT

THIS ADVERTISING SERVICES AGREEMENT (this “Agreement”) is entered into by and between TenTen Capital LLC d/b/a SpotGamma, a Wyoming limited liability company (“SpotGamma”) and You (“Publisher”) (SpotGamma and Publisher, collectively, the “Parties”; individually, a “Party”).  The “Effective Date” is the date the last Party signs this Agreement.

WHEREAS, SpotGamma desires to have Publisher promote one or more of SpotGamma’s products and/or services either directly by Publisher; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Services. Beginning on the Effective Date and until such time as this Agreement is terminated, Publisher will cause SpotGamma’s products and/or services to be promoted through web sites, emails, social media, banner ads, and/or other advertisements (collectively, “Advertisements”) for the purpose of generating sales or leads for SpotGamma (the “Services”).   
2. Marketing Copy.   In providing the Services, Publisher shall use only advertising and marketing copy and creative materials that are fully compliant with all applicable laws, regulations, and advertising requirements set forth in this Agreement. Publisher shall ensure that any affiliates, sub-publishers, contractors, or other third parties acting on its behalf comply with all advertising and marketing requirements, restrictions, and prohibitions set forth in this Agreement, and Publisher shall be responsible for their compliance. It shall be Publisher’s sole and exclusive responsibility to ensure that all advertising and marketing materials used by or on behalf of Publisher are legally compliant. Publisher is prohibited from using any advertising or marketing copy or creative materials that are not legally compliant. Publisher and its affiliates shall not reproduce, disclose, distribute, display, publish, or otherwise make available to the public any SpotGamma content, materials, data, tools, or other information that is accessible only behind a paywall, subscription, membership, login, or other access restriction. If SpotGamma provides advertising or marketing copy or creative materials to Publisher, Publisher shall use such materials exactly as provided or approved in writing by SpotGamma and shall not alter, modify, supplement, or create derivative versions of such materials without SpotGamma’s prior written approval.
3. Advertising Rules.  In providing the Services under this Agreement, Publisher shall at all times comply with all applicable laws and regulations as well as the Advertising Rules attached as Appendix A and incorporated by reference herein (the “Advertising Rules”).
4. Payment; Commissions.    Subject to the terms of this Agreement, SpotGamma shall pay Publisher a commission equal to fifteen percent (15%) of recurring subscription revenue received by SpotGamma from subscription sales attributable to Publisher through the applicable tracking link (the “Commission”), unless a different commission rate or payment arrangement is agreed upon directly in writing by SpotGamma and Publisher. Commissions will be calculated based on eligible subscription revenue received during each calendar month and paid by the end of the following calendar month. SpotGamma shall have no obligation to pay a Commission with respect to any subscription sale that is incomplete, fraudulent, generated in violation of applicable law or this Agreement, or not properly attributable to Publisher through the applicable tracking link. To qualify for a Commission, the customer must be presented with an Advertisement by Publisher and affirmatively click the applicable tracking link. Customer returns shall not result in adjustments to Commissions previously earned. Publisher is solely responsible for all taxes applicable to Commissions received under this Agreement, and SpotGamma may withhold or adjust payments to the extent required by applicable law.
5. Record keeping. SpotGamma will provide Publisher with affiliate tracking links and will track traffic, subscription signups, and other activity attributable to those links. Such activity will be recorded and made available to Publisher through the SpotGamma Affiliate Dashboard. Publisher shall maintain accurate records reasonably necessary to demonstrate its compliance with this Agreement. Upon reasonable request, Publisher shall provide SpotGamma with information or documentation reasonably necessary to verify compliance with this Agreement. SpotGamma may, upon five (5) business days’ prior written notice and at its own expense, audit or copy such records to the extent reasonably necessary to confirm Publisher’s compliance with this Agreement..
6. Disclosure Obligations.  Publisher represents and warrants that, prior to executing this Agreement, it has disclosed to SpotGamma the existence of any past federal or state decrees, orders, or consent agreements, any past, pending or threatened federal or state government, or industry regulatory authority investigations, inquiries or prosecutions, and any prior or pending lawsuits or threats of lawsuits by any governmental or private party against Publisher.  If Publisher becomes involved or named in any action, investigation, inquiry, complaint or other proceeding by or before any federal or state governmental authority, industry regulatory authority, or any private entity or party, Publisher shall immediately provide notice to SpotGamma of such action, investigation, inquiry, complaint or other proceeding, in which event SpotGamma may terminate this Agreement immediately and without notice to Publisher.  If Publisher becomes aware of a breach of this Agreement by Publisher, Publisher shall inform SpotGamma within twenty-four (24) hours of each breach, and provide SpotGamma with detailed information of the breach and the corrective action taken to resolve the breach.  If any breach is not cured within ten (10) days thereof, SpotGamma may terminate this Agreement without liability to Publisher.
7. Proprietary Information. SpotGamma hereby grants to Publisher a revocable, non-exclusive, non-sublicensable, non-transferable worldwide license to use, reproduce, publish, display, and transmit the name, logos, trademarks, service marks, trade dress, graphics, artwork, and text contained in the Advertisement (“Proprietary Information”).  Publisher shall have no interest in or right to any Advertisement except as set forth herein, and SpotGamma shall retain all rights to, titles, and interest in its Advertisements and Proprietary Information, and any other know-how and trade secrets of SpotGamma.
8. Consumer Data. SpotGamma shall have the immediate and exclusive right to use, exploit, and sell any information about consumers or any other information obtained in connection with traffic driven to SpotGamma’s website, and SpotGamma’s customers shall have the immediate and exclusive right to use, exploit, and sell any information about consumers or any other information obtained in connection with traffic driven to SpotGamma’s customers’ websites (collectively, “Consumer Data”).  Publisher shall have no right to or interest in the Consumer Data.  Notwithstanding the foregoing provisions, in addition to the other confidentiality provisions set forth in Section 10, Publisher shall maintain the confidentiality of all Consumer Data and, except as expressly permitted by SpotGamma, shall not disclose, sell, or otherwise distribute the Consumer Data to any third parties.  Publisher shall implement and maintain security procedures in accordance with the terms of this Agreement.
9. Confidentiality
   
   9.1 As used in this Agreement, the term “Confidential Information” means any information or material (including without limitation written, verbal, electronic or other forms of information) which is proprietary to the Party disclosing such information (the “Disclosing Party”) to the receiving Party (the “Recipient”), which is not generally known other than by the Disclosing Party (whether or not owned or developed by the Disclosing Party).  “Confidential Information” shall also include the existence and terms of this Agreement, any pricing and sales information, and the identities of SpotGamma’s customers. 
   
   9.2 The Recipient shall not disclose Confidential Information of the Disclosing Party to any third party.  A Party shall immediately notify the other Party in writing of all circumstances surrounding any possession, use, or knowledge of Confidential Information by any person or entity other than those authorized by this Agreement.
   
   9.3 Each Party agrees that Confidential Information shall be used solely for the purpose of performing its obligations or exercising its rights under this Agreement. 
   
   9.4 Upon termination of this Agreement, Recipient shall, upon the request of the Disclosing Party, return or destroy all Confidential Information of the Disclosing Party and, in the latter case, certify in writing such destruction to the Disclosing Party within ten (10) days of the date of the request. Notwithstanding the foregoing, the Recipient may retain one (1) copy of all Confidential Information for legal and compliance purposes provided it maintains such copy in accordance with this Agreement and ceases using such Confidential Information for any other purpose.
   
   9.5 Recipient may disclose the Disclosing Party’s Confidential Information upon the order of any competent court or governmental agency or as necessary in any legal proceeding.  Prior to any such disclosure the Recipient shall, to the extent that doing so would not prejudice the Recipient or subject the Recipient to a fine or penalty, inform the Disclosing Party.
   
   9.6 Each Party agrees that its obligations in this Section 10 are necessary and reasonable in order to protect the Disclosing Party and its business, and each Party agrees that the remedy of damages would be inadequate to compensate the Disclosing Party for any breach by the Recipient of its obligations set out under this Section 10.  Accordingly, each Party agrees that, in addition to any other remedies that may be available, the Disclosing Party shall be entitled to injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the Recipient.
   
   
10. Indemnification. Publisher agrees to defend, protect, indemnify, and hold harmless SpotGamma and its directors, officers, employees and agents from and against any and all actions, claims, demands, liabilities, fines, penalties, costs, and expenses, including attorneys’ fees and related costs, that arise from or are related to: (a) the act(s) or omission(s) of the Publisher; or (b) a breach by the Publisher of this Agreement. 
11. Remedies.  If SpotGamma learns that Publisher may not be in compliance with the terms of this Agreement, SpotGamma’s rights include, without limitation, the right to: (a) immediately terminate this Agreement without additional liability; (b) refuse to pay for any payable actions attributable to the non-compliance; and/or (c) collect money damages, attorneys’ fees and costs and obtain other legal remedies against Publisher.     
12. LIMITED LIABILITY. EXCEPT AS OTHERWISE PROVIDED HEREIN, SPOTGAMMA HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING OUT OF ANY COURSE OF DEALING.  IN NO EVENT SHALL SPOTGAMMA OR ITS REPRESENTATIVES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN TORT, CONTRACT OR OTHER THEORY.  IN NO EVENT SHALL THE AGGREGATE LIABILITY BY SPOTGAMMA OR ITS REPRESENTATIVES TO PUBLISHER OR ANY OTHER PARTY UNDER THIS AGREEMENT EXCEED $3,000. 
13. Choice of Law and Venue. This Agreement shall be exclusively governed by and construed in accordance with the laws of the State of Delaware without regard to its choice of law principles or doctrines. For any dispute arising under or relating to this Agreement, the Parties hereby agree to submit to personal jurisdiction in Delaware and agree that the exclusive venue for any such dispute shall be the federal or state courts located in and covering Delaware.  The Parties hereby waive any and all challenges to said courts’ exclusive personal jurisdiction and venue.
14. Termination.  In addition to the other provisions herein, Publisher may terminate this Agreement or any IO at any time, with or without cause, upon thirty (30) days’ written notice. SpotGamma may terminate this Agreement at any time, with or without cause, upon notice to Publisher by e-mail. Termination by SpotGamma is effective upon the notice date and, upon termination, SpotGamma shall determine in its sole discretion any Payment Amounts owed to Publisher to be paid during the next billing cycle. Notwithstanding the foregoing, in the event this Agreement is terminated, Sections 6 – 17 shall survive, including Publisher’s duty to cease all Advertisements and return to SpotGamma all Confidential Information received.
15. Parties are Independent Principals/No Agency Relationship:  The Parties agree that they are independent principals.  This Agreement does not, and shall not be construed to, create any employment relationship, partnership, joint venture, or agency relationship between the Parties or to authorize a Party to enter into any commitment or agreement binding on the other.  Such relationships and authority are hereby expressly disclaimed by the Parties. 
16. Miscellaneous. The waiver by either Party of a breach, right, or obligation shall not constitute a waiver of any other or subsequent breach, right, or obligation.  If any provision of this Agreement is found to be invalid or unenforceable for any reason, the remainder of this Agreement shall remain in full force and effect.  This Agreement sets forth the entire agreement between the Parties and supersedes all prior proposals, agreements and representations between the Parties, whether written or oral, regarding the subject matter herein.  Neither Party may assign this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign this Agreement to a successor in interest via merger or other acquisition. This Agreement shall be binding upon and shall benefit the Parties and their respective successors and permitted assigns.  Except as provided to the contrary herein, those provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement shall survive any termination of this Agreement.  Unless otherwise specified, the rights and remedies granted to a Party under this Agreement are cumulative and in addition to, not in lieu of, any other rights and remedies which the Party may possess at law or in equity. 

Appendix A

Advertising Rules

Last Updated: September 8, 2026

These Advertising Rules apply to any activities by any publisher (“Publisher”) working under any arrangement with Publisher to cause the products and services of TenTen Capital d/b/a SpotGamma (“SpotGamma”) and/or SpotGamma’s customers to be promoted through web sites, emails, banner ads, and/or other advertisements (collectively, “Advertisements”).

1. General Compliance.  Publisher shall publish or otherwise distribute the Advertisements and promote SpotGamma’s products and services and SpotGamma’s customers’ products and services in strict compliance with all applicable laws and regulations, including without limitation all guidelines issued and all Rules promulgated by the Federal Trade Commission, the California Online Privacy Protection Act, and any and all other federal, state, and local consumer protection laws, regulations, and standards. 
2. Telemarketing, Faxing, and Text Messages.  Publisher is prohibited from publishing or otherwise distributing Advertisements by telemarketing, fax, or text or SMS messaging in any form to any device.  This section shall not prohibit Publisher from using SMS or text messaging to direct individuals to web pages owned and operated by Publisher, so long as Publisher has the requisite prior express consent of the individuals to send such SMS or text messages in full compliance with all applicable state and federal laws including, but not limited to, the Telephone Consumer Protection Act.  Publisher shall ensure that any individual who receives any such message is not redirected to any of SpotGamma’s websites or websites of SpotGamma’s customers from the SMS or text message.   
3. Intellectual Property.  Publisher shall not use any trademark, service mark, trade name, trade dress, logo, copyright, or other intellectual property of SpotGamma (including the names of branded products or services) except with the prior written permission of SpotGamma.  Publisher shall not use any trademark, service mark, trade name, trade dress, logo, copyright, or other intellectual property of any third-party without prior written permission of the third-party.
4. Claims.  Publisher shall not misrepresent SpotGamma or its products and services or SpotGamma’s customers or their products and services.  Publisher shall not make any claim about the features, attributes, characteristics, efficacy, actual or anticipated results, or other qualities of any products or services unless SpotGamma has provided such claims to Publisher specifically for use in Advertisements.  Publisher shall defend, protect, indemnify and hold SpotGamma harmless, and assume full and sole responsibility, for claims used in any Advertisement that SpotGamma did not provide and/or approve for Publisher’s use.    
5. Restrictions.  No Advertisements published or otherwise distributed by Publisher shall:
   1. contain content that is: an invasion of privacy, degrading, libelous, unlawful, deceptive, misleading, profane, obscene, pornographic, tends to ridicule or embarrass, or is in bad taste, at the sole discretion of SpotGamma;
   2. spawn malicious, false, deceptive or misleading pop-ups or exit pop-ups;
   3. generate leads that are not initiated by the affirmative acts of a consumer (i.e. the consumer clicking on the Advertisement);
   4. promote any illegal activity including, without limitation, gambling, illegal substances, software piracy, or hacking;
   5. spoof, or redirect, traffic to or from any adult-oriented web sites or other web sites not specifically designated by SpotGamma as a landing page; and,
   6. include any claim regarding the efficacy of any SpotGamma product or service unless Publisher possesses a reasonable basis for such claim and has received SpotGamma’s prior express written approval of such claim.

Further, all Advertisements published or otherwise distributed by Publisher shall:

(a) be fully functional at all levels and have no “under construction” sites, sections, or blank pages;

(b) be written in English and contain only English-language content;

(c) be content-based and not a list of links or advertisements; and,

(d) have a top-level domain name (e.g. “.com,” “.net”).

6. No Incentivized Lead Generation. Publisher shall not use incentives, points, rewards, cash, or prizes to consumers in return for their response to an Advertisement. 

7. Search Engine Optimization.  If Publisher distributes Advertisements by using search engine optimization techniques, including without limitation search engine text ads, Publisher shall not:

(a) Use for any purpose Google Search Advertising (AdWords) or Facebook ads;

(b) Use any technique that generates organic or paid search results based on any trademarks of SpotGamma or SpotGamma’s customers or any brand name of SpotGamma or SpotGamma’s customers;

(c) Use any technique that generates organic or paid search results based on the trademarks of any competitor of SpotGamma or any brand name of any competitor of SpotGamma, or any other third party;

(d) Display search results under any “negative keywords” provided by SpotGamma;

(e) Directly link any search results to a web site hosted and/or operated by SpotGamma or SpotGamma’s customers;

(f) Engage in the practices known as “double serving” and “cloaking” where a marketer uses its own jump page to then link into SpotGamma’s web page or SpotGamma’s customer’s web page via pre-pop functionality; and/or

(g) Use any advertising method or engage in any activity that is prohibited by or violates the then-current applicable rules of the search engine provider.

(h) Engage in “traffic hijacking” or any similar practice designed to intercept, divert, redirect, overwrite, or otherwise appropriate traffic from a prospective customer who is already seeking, navigating to, or otherwise intending to access SpotGamma or its products or services, and route such traffic through Publisher’s tracking link for the purpose of obtaining attribution, credit, or a commission that Publisher did not independently generate. Prohibited conduct includes, without limitation, cookie stuffing, forced redirects, unauthorized link replacement or overwriting, browser extensions or software that replace or inject affiliate links, and any other method that causes Publisher to receive credit for a customer interaction that was not materially generated by its own bona fide marketing efforts.

8. Email Content and Suppression and Monitoring Requirements.  When using email as a promotional method, Publisher shall:

(a) Ensure that all emails comply with all applicable statutes, including without limitation the CAN-SPAM Act (15 U.S.C. § 7701) and all state anti-spam laws such as California Business & Professions Code § 17529;

(b) Ensure that all emails are true, accurate, non-misleading and non-deceptive;

(c) Ensure that all emails contain a clear and conspicuous disclaimer that the message is an advertisement and include a clear and conspicuous notice of the recipient’s right to opt-out of receiving future emails;

(d) Prior to any emailing, scrub all email addresses against Publisher and SpotGamma’s suppression files, and thereafter scrub against Publisher and SpotGamma’s suppression files at least every seven (7) days;

(e) Honor unsubscribe or other opt-out requests within ten (10) calendar days from receipt and maintain adequate records of same;

(f) Provide unsubscribe or other opt-out requests to SpotGamma within one (1) calendar day of receipt;

(g) Remove from any email transmission list any email address associated with any person who previously requested not to receive email solicitations from or on behalf of SpotGamma (“Suppression List”);

(h) Be solely responsible for any sending of email messages to individuals on, as well as proper usage of, the Suppression List;

(i) Not sell, lease, or otherwise transfer or release any opt-out email address on the Suppression List or as otherwise collected by Publisher or SpotGamma, except as required by law;

(j) Not send email messages to email addresses that have been improperly obtained, including addresses harvested from the Internet without consent, randomly generated, or obtained using scripts or other automated means of registering for multiple email accounts; and

(k) Upon request from SpotGamma (which may be by phone or email), Publisher shall immediately stop sending any emails that contain a particular advertisement or advertising material, or that pertain to a particular campaign or offer.

9. Endorsements and Testimonials. Publisher is prohibited from using any endorsement or testimonial, unless SpotGamma has received, reviewed and provided express, prior written consent to such advertising.  Even if SpotGamma provides such consent, Publisher shall be solely responsible for ensuring that any endorsement or testimonial used complies with all applicable laws and regulations including without limitation the Federal Trade Commission’s Revised Endorsements and Testimonials Guides (16 CFR Part 255 of the Code of Federal Regulations) and testimonial rules (16 CFR Part 465).

10. Fraud.  Publisher shall not use any deceptive, misleading, fraudulent or otherwise unlawful practice, method or technology including, but not limited to, the use of any adware, malware, device, programs, robots, iframes, hidden frames, redirects, spiders, computer script or other automated, artificial or fraudulent methods.  SpotGamma reserves the right to withhold payment to the Publisher in the event that SpotGamma determines that Publisher may have engaged in fraud or other conduct in violation of these Advertising Rules.

11. Privacy Policy.  If Publisher uses a web site to promote SpotGamma’s products or services or the products or services of SpotGamma’s customers, it must include a clear and conspicuous privacy policy that complies with the requirements of Cal. Bus. & Prof. Code § 22575-22579 (a California statute) and specifically states that consumer information collected through the site will be shared with third parties for marketing, fulfillment, or any other purposes.  If Publisher satisfies the requirements that trigger application of the California Consumer Privacy Act (“CCPA”), then Publisher shall maintain and publish a privacy policy that complies with the CCPA. 

12. Complaint Notification.  Publisher must notify SpotGamma of any complaint received by Publisher regarding any Advertisements within twenty-four (24) hours of receiving such complaint.