These Payment Terms of Service (“Terms”) constitute a binding legal agreement between Galactic Propeller Holdings Inc., a Canadian federally incorporated corporation, doing business as Jumbleberry (“Jumbleberry”, “us”, “our”, or “we”) and any person or entity opening an online account with us on the Platform (“User”, “you”, “your”, or “user”)(collectively “Parties” or “parties”). These Terms govern the payment services conducted through or in connection with the Platform.

Table of Contents

• Section I – General describes general agreement and payment terms
• Section II – Advertiser Invoicing & Fees describes the payment terms which apply to Users defined as Advertisers
• Section III – Affiliate Payments describes the payment terms which apply to Users defined as Affiliates
• Section IV – General Terms and the Legal Stuff

Section I – General

• 1Capitalized Terms. Any capitalized terms used in these Terms, not defined herein, are defined in the Platform General Terms of Service (hereinafter, “GTOS”, or the “Agreement”).
• 2Other Agreements. These Terms are governed by and are incorporated by reference into the GTOS.
• 3Payment Entities. The payment services, as outlined herein, may be delivered by Galactic Propeller Holdings Ltd. or any of its subsidiaries (collectively, “Platform Payments’).
• 4Payment Processing Service Providers. Platform Payments may use third-party payment processing providers (“Payment Processor(s)”) in connection with the payment services as described herein. These Payment Processors may charge Users additional fees when processing payments in connection with the payment services, and Platform Payments is not responsible for any such fees and disclaims all liability in this regard. Your Payment Method (defined below) may also be subject to additional terms of use. Please review them before using your Payment Method.

Section II – Advertiser Invoicing & Fees

• 5Advertiser Invoicing. Jumbleberry will invoice Advertisers on a weekly basis each Monday for the prior seven (7) day period (Monday to Sunday)(“Invoice Period”) for confirmed CPA Actions owing to Affiliates, as well as a Platform Service Fee (defined below) for the use of the Platform. Unless otherwise indicated, all fees and other charges are in U.S. dollars, and all payments to Jumbleberry will be in U.S. currency.
• 6Service Fees. The Platform’s Service Fee (“Service Fee”) is a percentage on top of the Advertiser’s weekly sum of confirmed CPA Actions (“Weekly Volume”). The Service Fee percentage for any week is determined based on the Advertiser’s Weekly Volume for the Invoice Period, and is calculated based on Jumbleberry’s Standard Pricing (see below) in effect during the Invoice Period. Jumbleberry reserves the right to change Service Fees at any time, and will provide Advertisers reasonable notice of any fee changes before they become effective. If you disagree with a fee change, you may terminate the Agreement at any time pursuant to the termination provisions set out in the GTOS. Jumbleberry will not be required to refund Service Fees under any circumstances.
• 6.1Standard Pricing. Jumbleberry’s Standard Pricing effective March 30, 2022 -

Weekly Volume	0 - $24,999	$25,000 - $49,999	$50,000 - $99,999	$100,000 - $149,999	$150,000 - $199,999	$200,000
Service Fee	15.00%	14.50%	14.00%	13.00%	12.00%	11.00%

• 6.2For the avoidance of doubt, Jumbleberry’s fee schedules as set out in these Terms, or posted on the Jumbleberry website, on the Platform, or elsewhere, will not apply to Advertisers who executed a separate Insertion Order or other non-standard fees arrangement with Jumbleberry (collectively, “Insertion Order”).
• 7 Disputed Invoice(s). If Advertiser disputes the reported number of confirmed CPA Actions in any invoice or Invoice Period and/or asserts that any CPA Actions have been generated by fraud on the part of any Affiliate, Advertiser shall be required to pay for all undisputed amounts in the invoice and provide Jumbleberry with a written statement and any supporting documentation providing its reasons for the dispute. Such statement must be provided to Jumbleberry within (5) days of the invoice date or by the invoice payment due date specified in an Insertion Order (if applicable), or else Advertiser waives any right to dispute the reported number of actions and the amount stated on an invoice. The Parties agree to use best efforts to resolve any reporting disputes within (5) days after Advertiser provides timely written notice of such dispute. Provided that Advertiser provides timely written notice and documentation that proves an issue or fraud to Jumbleberry’s reasonable satisfaction as determined in Jumbleberry’s sole discretion, then Advertiser will not be responsible for paying for CPA Actions owed as a result of the issue or for the fraudulent leads generated by the Affiliate. It is acknowledged by Advertiser that once Jumbleberry’s tracking pixel fires (as set out in the GTOS), this triggers a responsibility for Jumbleberry to pay its Affiliates. It is therefore agreed that should the Advertiser allow for Jumbleberry’s tracking pixel to fire there may be no scrubs, deductions, or chargebacks of any kind for any reason whatsoever other than the specific circumstances described in this section. If any disputed amounts have been charged to the Advertiser’s Payment Method (as set out below) and a credit amount is agreed to between the Parties, the amount may be (i) issued as a credit against future invoices, (ii) issued via wire transfer or Payment Method refund as soon as reasonably possible and/or as permitted by our Payment Processor(s).

8Advertiser Payments

• 8.1Payment Method. Depending on Advertiser’s regional location, several payment methods might be available within the Platform, including but not limited to credit card and debit card payments (“Payment Method”). When you add a Payment Method to your account, you will be asked to provide billing information such as name, billing address, and financial instrument information either to Platform Payments or one of its Payment Processors (as defined below). By adding a Payment Method, you authorize Platform Payments and its Payment Processor to collect and store your Payment Method information.
• 8.2Payment Method Verification. When you add or use a new Payment Method, Platform Payments may verify the Payment Method by (i) authorizing your Payment Method for one or two nominal amounts via a Payment Processor, and asking you to confirm those amounts, or (ii) requiring you to upload a billing statement. We may, and retain the right to, initiate refunds of these amounts to your Payment Method or apply as a credit against future invoices. When you add a Payment Method during checkout, we will automatically save and add that Payment Method to your account so it can be used for a future transaction. You may remove the Payment Method from your account as long as it is not associated with an active Campaign.
• 8.3Payment Method Authorization. Advertiser authorizes Platform Payments to charge an amount equal to the amount of the Invoice (weekly or on such dates as an Insertion Order may provide, if applicable), and any additional amounts as permitted by these Terms, to the Payment Method specified in the Advertiser’s Platform Account for the term of the Agreement. Advertiser hereby agrees to keep such valid Payment Method in effect with sufficient funds to enable Platform Payments to charge the amount owing under the Invoice every week, or as applicable, and not to challenge such charges or to request reversal of such charges. Advertiser agrees not to “charge back” against such charges in the event of an issue or dispute. Advertiser agrees that all credits will be resolved through wired funds or reversal of charges, which in some cases may take up to ten (10) business days.
• 8.4Automatic Update of Payment Method. If your Payment Method’s account information changes (e.g., account number, routing number, expiration date) as a result of re-issuance or otherwise, we may acquire that information from our Payment Processors or your bank and shall automatically update your Payment Method on file.
• 8.5Timing of Payment. As Advertiser invoices are issued on Mondays, payments are generally due same day or as set out in an Insertion Order, if applicable. If payment is due same day, Platform Payments will charge the authorized Payment Method on file the same day or on the due date as set out in a separate Insertion Order, if applicable.
• 8.6Payment Restrictions. Platform Payments reserves the right to decline or limit payments that we believe (i) may violate risk management policies or procedures, (ii) may violate these Terms or the GTOS, (iii) are unauthorized, fraudulent or illegal; or (iv) expose you, Jumbleberry, or others to risks unacceptable to Jumbleberry and/or Platform Payments.
• 8.7Your Payment Method, Your Responsibility. Platform Payments is not responsible for any loss suffered by you as a result of incorrect Payment Method information provided by you.
• 9Late Payments. Platform Payments are due on receipt. If a preauthorized Payment Method has failed, you will need to provide an alternative Payment Method to clear the balance within forty-eight (48) hours to avoid the pausing of your Campaign, and seven (7) days to avoid any additional applicable late fees. If the payment is not received within seven (7) days, the Service Fee for the Invoice Period will be increased accordingly, as set out in the table below:

Weekly Volume	0 - $24,999	$25,000 - $49,999	$50,000 - $99,999	$100,000 - $149,999	$150,000 - $199,999	$200,000
Late 7 days	21.00%	20.50%	20.00%	19.00%	18.00%	17.00%
Late 14 days	24.00%	23.50%	23.00%	22.00%	21.00%	20.00%
Late 21 days	27.00%	26.50%	26.00%	25.00%	24.00%	23.00%
Late 28 days	30.00%	29.50%	29.00%	28.00%	27.00%	26.00%

• 10Collections and Interest Charges. If Payment is not received within thirty (30) days of an invoice due date, invoices shall accrue interest at the rate of 1.0% per week or any fraction thereof, or if less, the highest rate permitted under law. In addition, Advertiser shall be liable to Jumbleberry for all legal fees and other costs of collection incurred by Jumbleberry in collecting such unpaid amounts. Failure to make timely invoice payments is grounds for immediate termination of the Agreement by Jumbleberry at its sole discretion. Advertiser represents and warrants that it will furnish payment on all invoices, notwithstanding any non-payment to Advertiser by any third-party including, and without limitation, Advertiser’s client(s), or customers. Jumbleberry’s failure to invoice Advertiser shall not constitute a waiver of any amounts due to Jumbleberry by Advertiser and/or any claims by Jumbleberry of Advertiser’s breach of the Agreement. In the event of Advertiser’s default relating to the timely payment of any invoice, Jumbleberry shall have the right to immediately terminate the Agreement, and Advertiser will remain liable for any monies due to Jumbleberry. Jumbleberry reserves the right to assign unpaid invoices to collections with or without notice to Advertiser.
• 11Deposit or Pre-Pay. At the discretion of Jumbleberry, it may request a deposit or pre-pay, in which case Advertiser shall send advanced payment at least forty-eight (48) hours before and as a condition of the commencement of the Advertiser’s Campaign(s). The deposit or pre-pay may be amended from time to time at Jumbleberry’s discretion and can be applied against issued invoices or kept as a deposit. In the case of non-payment of invoices, said deposit will be applied to any outstanding amounts owed and all Advertiser Campaigns will be paused until the deposit is replenished, in addition to any other remedies that Jumbleberry may have. Upon termination of the Agreement, deposit or pre-pay will be refunded to Advertiser or applied to outstanding invoices and any remaining deposit or prepay to will be returned within ten (10) days of termination.
• 12Taxes. You are responsible for all applicable Taxes that arise from or as a result of your use of the Platform. To the extent that Jumbleberry charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the fees for such products and services and will be billed to your current Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Jumbleberry of your exemption. If you are not charged Taxes by Jumbleberry, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
• 13Deductions or Withholdings. For the avoidance of doubt, all sums payable by you to Jumbleberry under these Terms will be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Jumbleberry to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law will be borne by you and paid separately to the relevant taxation authority. Jumbleberry will be entitled to charge the full amounts and fees stipulated under these Terms to your authorized Payment Method, ignoring any such deduction or withholding that may be required.

Section III – Affiliate Payments

14Affiliate Payments

• 14.1Affiliates will be paid as set out in the GTOS per the occurrence of a confirmed CPA Action on a Campaign delivered as a result of your Affiliate Services (“Affiliate Payout”). Except as provided herein, the Parties understand and agree that payment will be issued to Affiliates by Platform Payments on terms net 5 days after the end of the pay period unless otherwise mutually agreed to in a written agreement executed by authorized representatives of each Party. The pay period runs weekly from Monday to Sunday. Unless otherwise specified, all accounts will be paid in US dollars ($US). No payments will be issued for any amounts less than $1,000.00 US Dollars (“Payment Threshold”). Every Affiliate account must have a unique, valid taxpayer identification number (TIN) or valid Social Security number on file with Jumbleberry or its Payment Processor. If the Affiliate is Canadian, a business identification number and a harmonized sales tax number must be provided and kept on file with Jumbleberry or its Payment Processor. All payments are based on actual figures as defined, accounted and audited by Jumbleberry.
• 14.2Jumbleberry reserves the right to suspend affiliate payments without notice if payment is not received from the Advertiser. If Jumbleberry does not receive payment from the Advertiser after engaging in best efforts to collect the funds, Jumbleberry is not obligated to make the payment to you. However, pending Affiliate payments may be negotiated in good faith on a case-by-case basis as Jumbleberry may determine. Jumbleberry does not guarantee payments on behalf of the Advertiser.
• 14.3Platform Payments will not pay for any CPA Actions that occur before a Campaign is initiated, after a Campaign pauses and/or is terminated or for CPA Actions for a Campaign that the Affiliate was not approved on to provide Affiliate Services. Invoices submitted to Platform Payments and payments made to you shall be based on the CPA Actions and corresponding Affiliate Payout as reported by Jumbleberry. Jumbleberry will not be responsible to compensate you for CPA Actions that are not recorded due to your error.
• 14.4Outstanding Payments. If an Affiliate Account is inactive for 12 months, any outstanding Affiliate Payouts remaining that have not reached the Payment Threshold will be forfeit. An inactive account shall be defined as one that has not had any confirmed sales.

15Issue; Fraud

• 15.1Fraud. Jumbleberry takes diligent measures to protect its reputation and that of its Advertisers. Jumbleberry strictly prohibits fraud. If we and/or an Advertiser suspect fraud by an Affiliate Account, the Affiliate account may be made suspended pending further investigation.
• If Jumbleberry, or Jumbleberry in collaboration with Advertiser, determines that an Affiliate or any Sub-Affiliate fraudulently added leads, clicks or conversions or inflated leads, clicks or conversions by fraudulent traffic generation (such as pre-population of forms or any mechanism not approved by Jumbleberry), Jumbleberry’s remedies include, without limitation, forfeit of the Affiliate’s entire Affiliate Payout for all applicable Campaigns and/or termination of the Affiliate’s Account. Jumbleberry reserves sole judgment in determining fraud.
It is the OBLIGATION of the Affiliate to prove to Jumbleberry that Affiliate or its Sub-Affiliate is NOT committing fraud. Jumbleberry may hold your payment in “Pending Status” until you have satisfactorily provided evidence that you or your Sub-Affiliate is not defrauding the Advertiser and/or the Platform. Potential evidence of fraud that triggers Jumbleberry’s recourse under this section include, but are not limited to, the following:
• Have click-through rates that are much higher than industry averages.
• Have ONLY click programs generating clicks with no indication by site traffic that it can sustain the clicks reported.
• Have conversion rates that are much higher than industry averages.
• Have shown fraudulent leads as determined by our Advertisers.
• Use fake redirects, automated software, and/or fraud to generate clicks or leads from our programs.
• Engage in credit card fraud or click-fraud to generate conversions or sales, which includes fraudulently posing as customer, using pre-paid cards to generate transactions, or recommending and/or promoting affiliate links to friends, immediate and/or extended family, business associates and/or partners and/or any other individual considered by Jumbleberry or the Advertiser to be an illegitimate customer.
• Use Campaign Creatives that violate applicable law, do not comply with the Platform Acceptable Use and Advertising Policy or do not actually promote any goods or services of the Advertiser.
Jumbleberry reserves the right to pursue legal action against you in the event of any breach of these Terms and the Agreement, including fraud, and to seek all available remedies including actual, consequential, and punitive damages.

16Taxes

• 16.1Collection and Remittance by Jumbleberry. In jurisdictions where Platform Payments facilitates the collection and/or remittance of Taxes on behalf of Affiliates, you instruct and authorize Platform Payments to collect Taxes on your behalf, and/or to remit such Taxes to the relevant Tax authority. Any Taxes that are collected and/or remitted by Platform Payments are identified to Users on their transaction records, as applicable. Platform Payments may seek additional amounts from Users (including by deducting such amounts from future payouts) in the event that the Taxes collected and/or remitted are insufficient to fully discharge that Users’ tax obligations, and you agree that your sole remedy for Taxes collected by Platform Payments is a refund from the applicable Tax authority. You acknowledge and agree that we retain the right, with prior notice to affected Users, to cease the collection and remittance of Taxes in any jurisdiction for any reason.
• 16.2Tax Information. In certain jurisdictions, Tax regulations may require that we collect and/or report Tax information about you, or withhold Taxes from payouts to you, or both. If you fail to provide us with documentation that we determine to be sufficient to support any such obligation to withhold Taxes from payouts to you, we may withhold payouts up to the amount as required by law, until sufficient documentation is provided. You agree that Platform Payments may issue on your behalf invoices or similar documentation for VAT, GST, or other Taxes for Affiliate Services to facilitate accurate tax reporting by you, our Advertisers, and/or their organizations.

Section IV – General Terms and the Legal Stuff

17Tracking and Reporting

• 17.1Tracking. Tracking and reporting on CPA Actions and invoicing and payments related to same shall be based on Jumbleberry’s tracking and attribution system as set out in the GTOS.
• 17.2Reporting and Invoicing. All invoicing by Jumbleberry will be based on the gross counts generated by Jumbleberry’s electronic reporting system, based on the Toronto time zone. All Affiliate Payouts are based on a gross Action basis. In the case of discrepancy between Jumbleberry’s reporting and Advertiser’s reporting, the Parties will resolve the discrepancy in good faith and come to a mutual agreement. In the event of continued disagreement, parties may contract with a third party, acceptable to both parties, to resolve the dispute. On campaigns, in instances where conversion data cannot be supplied in the event that the Advertiser encounters technical difficulties which cause the Advertiser’s web site to crash, or, for site performance to decrease, or, for Jumbleberry’s tracking pixel to stop reporting actions or report less than the actual amount of actions, then Advertiser agrees to pay Jumbleberry a default payment based on average conversion performance of the previous twenty-four (24) hours or previous seven (7) day average, whichever is greater. Said figures will be calculated by Jumbleberry based on actual outgoing traffic tracked by Jumbleberry. If, after confirmed CPA Actions have been invoiced and/or paid to Jumbleberry by Advertiser, Jumbleberry discovers errors in the reported number of Actions which has resulted in an underpayment, Jumbleberry reserves the right at any time to adjust subsequent Advertiser invoices by a sum equal to the amount of the underpayment.

18Other

• 18.1Quebec Sales Tax. With respect to taxes applicable to services provided to Affiliates or to Advertisers under the Act respecting Quebec sales tax, unless (i) the consideration paid or payable for the services provided to you, and (ii) the amount of Quebec sales tax payable (if any) in respect of such services, is clearly displayed and presented to you, the service fees are deemed to include any Quebec sales tax payable in respect of such services. A VAT invoice may not be issued with respect to taxes applicable to services provided to Affiliates or to Advertisers under the Act respecting Quebec sales tax.
• 18.2Agreement Updates. Jumbleberry may change or update these Terms at any time by posting a revised version on the Platform with the “Last Updated” date at the top of the Terms. Advertisers will be provided with prior notice of any changes to the fees and fee schedules as set out herein. Users should look at these Terms regularly. Unless otherwise noted, the updated Terms will be effective immediately, and your continued access or use of the Platform will constitute acceptance of the revised Terms. If a User objects to the updated Terms, User may choose to terminate the Agreement and should immediately cease access or use of the Platform.
• 18.3Agreement Amendments The Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.