Legal documentation

WANT-A-TOP MASTER AFFILIATE AGREEMENT Version 2.2 — Effective Date: August 19, 2026 Operator: SOHA Media Systems Corp, a corporation organized under the laws of the State of Wyoming, USA — EIN 42-2677063 Principal place of business: 1500 S Dairy Ashford Rd, Suite 207, Houston, TX 77077, USA

1. Definitions

"Affiliate": the individual or legal entity that registers for, and is accepted into, the Network under this Agreement.

"Affiliate Guidelines": the affiliate marketing, compliance and program policies published or updated by SOHA from time to time pursuant to Clause 7, incorporated into this Agreement by reference.

"Agreement": this Master Affiliate Agreement, together with the Affiliate Guidelines and the applicable Offer Terms.

"Customer": an end user validly referred to a Program through the Affiliate's official tracking links and attributed to the Affiliate under Clause 8.

"Invalid Traffic": as defined in Clause 11.1.

"Net Revenue": as defined in Clause 8.2.

"Network" or "Want-A-Top": the affiliate technology network and marketplace operated by SOHA, through which Programs and Offers are made available to Affiliates.

"Offer": any website, digital platform, subscription service, digital product, online service, application, membership, campaign, promotion, or other product or service made available to Affiliates through the Network, together with its specific commercial conditions.

"Offer Terms": the specific conditions applicable to an Offer as published in the affiliate dashboard, which may include, without limitation: commission or revenue-share rates, territories, permitted and prohibited traffic sources, promotional methods, attribution rules, compliance requirements, creatives, landing pages, and campaign availability.

"Program": the product, platform or service to which one or more Offers relate.

"Program Operator": the entity that owns, operates or controls a Program, whether or not related to SOHA.

"SOHA", "we", "us": SOHA Media Systems Corp.

2. The Network; Role of SOHA and Program Operators

2.1. Want-A-Top is an affiliate technology network and marketplace. SOHA operates the affiliation infrastructure, tracking, attribution, reporting and, where applicable, commission settlement. Through the Network, Programs and Offers of third parties or of companies related to SOHA are made available to Affiliates.

2.2. The presence of a platform, product, brand, Program or Offer within the Network does not imply that it is owned, operated or controlled by SOHA, nor that any corporate relationship exists between SOHA and the relevant Program Operator.

2.3. Where the applicable Offer Terms or the arrangement between SOHA and the relevant Program Operator so provide, a Program Operator may establish specific admission, compliance, territorial, traffic-source and promotional requirements for its Programs, and may accept or reject an Affiliate for a specific Offer. SOHA may in any event accept or reject an Affiliate for any Offer at its own discretion. Acceptance into the Network does not create any automatic right to promote any or all Programs or Offers.

2.4. Where the applicable Offer Terms or the arrangement between SOHA and the relevant Program Operator grant it such rights, a Program Operator may request or require that an Affiliate cease promoting its Program, suspend specific campaigns, or stop sending specific traffic, and SOHA may implement any such decision by suspending or removing the Affiliate from the relevant Offer. SOHA may in any event suspend or remove an Affiliate from any Offer, and may suspend or remove an entire Offer or Program from the Network, at any time.

2.5. SOHA assumes no liability for commercial, compliance, admission, suspension or termination decisions adopted by a Program Operator, except to the extent mandatory applicable law provides otherwise.

2.6. Participation in the Network creates no contractual, corporate, employment, fiduciary, agency or representation relationship between the Affiliate and any Program Operator, unless expressly established otherwise in the Offer Terms of a specific Offer.

3. Acceptance, Eligibility and Account

3.1. This Agreement is a binding contract between SOHA and the Affiliate. Acceptance occurs through the electronic click-wrap mechanism upon registration or, for pre-existing affiliates, upon first access to the dashboard following publication of this Agreement. SOHA records the IP address, date, time and version of the Agreement accepted, which the parties acknowledge as conclusive evidence of consent.

3.2. The Affiliate represents and warrants that: (i) all registration information is true, complete and current, and will be kept updated; (ii) the Affiliate is at least 18 years old (or the higher age of majority applicable in its jurisdiction) and has full legal capacity; (iii) if acting on behalf of an entity, the individual accepting this Agreement has authority to bind it; (iv) neither the Affiliate nor its beneficial owners appear on sanctions lists of OFAC, the EU or the UK, nor operate from embargoed territories.

3.3. SOHA may accept or reject applications, and suspend or terminate accounts, at its sole discretion, including where the Affiliate's channels are incompatible with applicable law, the requirements of card networks (Visa Global Brand Protection Program, Mastercard BRAM), or the requirements of SOHA's or any Program Operator's acquirers and processors.

3.4. One beneficial owner may not operate more than one (1) account without SOHA's prior written consent. Registration by bots or automated scripts is prohibited.

3.5. SOHA may amend this Agreement upon no less than fifteen (15) days' electronic notice (dashboard and/or email). Continued use of the Network after the effective date of an amendment constitutes acceptance. If the Affiliate does not accept an amendment, its sole remedy is termination with settlement of legitimately accrued commissions. Operational and commercial changes to Offers are governed by Clause 5 and do not constitute amendments to this Agreement.

4. Adult Content; Absolute Prohibitions

4.1. Offers available through the Network may include adult-entertainment platforms intended exclusively for adults. The Affiliate acknowledges this and represents that its participation and promotional channels are lawful in its jurisdiction of operation and in the jurisdictions to which it directs traffic.

4.2. The Affiliate shall: (i) not direct any promotion to minors or to audiences reasonably expected to include a significant presence of minors; (ii) label its adult-content sites with industry standards (e.g., the RTA meta-label); (iii) display adult-content warnings and age interstitials where required by local law; (iv) comply with any age-verification or age-assurance requirement applicable in the end user's jurisdiction; and (v) not circumvent, nor assist in circumventing, the age-verification systems of any Program.

4.3. Participation is absolutely prohibited for channels that host, link to, promote or monetize: (a) child sexual abuse material or any sexualization of minors, whether real, simulated or AI-generated; (b) non-consensual intimate imagery, content recorded or distributed without verifiable consent, or sexual "deepfakes" of real persons without their consent; (c) bestiality, necrophilia, real incest, real rape or depictions promoting real sexual violence; (d) human trafficking, illegal prostitution or facilitation of paid sexual encounters where illegal; (e) pirated content, including content stolen from any Program or its creators; (f) malware, phishing or fraud; (g) any category prohibited by Visa/Mastercard rules applicable to adult-content commerce.

4.4. Detection of content in category 4.3(a) or (b) will result in immediate termination, forfeiture of all commissions, reporting to competent authorities and to NCMEC or the equivalent body, and preservation of evidence.

5. Programs and Offers; Offer Terms; Changes and Traffic Redirection

5.1. The specific conditions of each Offer are set out in the Offer Terms published in the affiliate dashboard and form part of the conditions applicable to that Offer. In the event of conflict on a commercial matter specific to an Offer, the Offer Terms prevail over this Agreement for that Offer, without affecting the remainder of this Agreement.

5.2. SOHA may, at its discretion: add new Offers; modify, suspend or withdraw existing Offers; modify landing pages, creatives or territories; change commercial conditions prospectively; modify link destinations; and substitute one Offer for another.

5.3. Traffic redirection. SOHA may redirect incoming traffic to the Offer it considers most suitable or best available at any given time, based on criteria including availability, territory, device, compliance, conversion, performance, Program Operator restrictions or other commercial or technical criteria. The Affiliate acquires no permanent right to have any given link direct indefinitely to a specific platform, product, landing page or Offer.

5.4. Redirection and Offer changes apply to new and future traffic. They do not affect the attribution of existing validly attributed Customers, which is governed by Clause 8.5.

6. Marketing and Traffic Restrictions

Breach of any of the following prohibitions constitutes a material breach and generates Invalid Traffic (Clause 11):

6.1. Brand bidding and typosquatting. The Affiliate shall not bid on search-engine keywords incorporating the trademarks of SOHA, the Network or any Program (including variations, misspellings and combinations), use such marks as display or destination URLs in paid search, register domains, subdomains or social profiles confusingly similar to such marks, or cloak URLs.

6.2. Attribution manipulation. Cookie stuffing, injection of cookies or affiliate parameters without a genuine and voluntary user click, hidden iframes, automatic redirects, forced or simulated clicks, and any technique attributing to the Affiliate traffic or conversions not genuinely generated by it, are prohibited.

6.3. Media buying, audiences and remarketing. All media buying (display, native, push, pop, email, retargeting/remarketing networks or any other format) must be conducted on legitimate, identifiable and auditable inventory, and on audiences lawfully acquired by the Affiliate on its own assets, with the legal basis and consent required by applicable law (including, where applicable, the GDPR and ePrivacy rules). It is prohibited to: (i) target users already existing in, or already attributed within, any Program in order to re-attribute their activity to the Affiliate; (ii) use segments, pixels or audience data of SOHA or of any Program beyond what is expressly authorized in writing; (iii) acquire traffic through adware, browser extensions, pre-installed software or opaque, non-auditable inventory.

6.4. Software. The use or distribution of malware, spyware, adware, downloads without affirmative user action, and applications that overlay, hide or replace third-party or SOHA advertising or content, is prohibited.

6.5. Communications. Spam is prohibited. The Affiliate shall comply with the CAN-SPAM Act, GDPR/ePrivacy and equivalent rules of every jurisdiction to which it sends communications, and shall only use databases with demonstrable consent.

6.6. Incentivized traffic. Incentivized traffic (paying or rewarding users for clicks, sign-ups or purchases) is prohibited unless expressly permitted by the applicable Offer Terms.

6.7. Sub-affiliates prohibited by default. Sub-affiliates, affiliate networks, brokers, resellers and any redistribution of affiliate links are prohibited unless SOHA grants prior, express, written authorization, which will be exceptional and may be subject to additional conditions. Where exceptionally authorized: the principal Affiliate is fully responsible for all activity of its sub-affiliates; must identify them and maintain documentation on them; SOHA may audit them; and any breach by a sub-affiliate is deemed a breach by the principal Affiliate.

6.8. Advertising transparency. The Affiliate shall clearly and conspicuously disclose its material connection with SOHA and the Programs in accordance with the FTC Endorsement Guides (16 CFR Part 255) and, in respect of EEA audiences, Directive 2005/29/EC on unfair commercial practices and applicable advertising-transparency rules. All statements about any Program must be truthful and based on the official materials provided.

7. Affiliate Guidelines

7.1. SOHA may publish and update Affiliate Marketing Guidelines, Compliance Guidelines and Program Policies, which are incorporated into this Agreement by reference.

7.2. SOHA may: review campaigns and creatives; require modifications; prohibit specific claims; order the removal of advertising; require disclosures; impose age-assurance requirements; prohibit traffic sources or methods; and order the immediate suspension of any campaign where there is legal, regulatory, reputational, payment-processing or card-scheme compliance risk.

7.3. The Affiliate shall comply with such instructions within the period indicated or, where urgency or compliance so requires, immediately.

8. Commissions: Net Revenue, Lifetime Revenue Share and Attribution

8.1. Default commission. Unless the applicable Offer Terms expressly state otherwise, the Affiliate earns a revenue share equal to fifty percent (50%) of the Net Revenue generated by each validly attributed Customer, on a lifetime basis: the revenue share applies to all eligible spend of that Customer within the relevant Program — including initial purchases, subscriptions, renewals, rebills, upgrades and additional purchases — for as long as the Customer remains validly attributed to the Affiliate under this Agreement.

8.2. Net Revenue means one hundred percent (100%) of the amounts actually paid by and collected from the Customer, excluding only applicable taxes, and subsequently adjusted for refunds, reversals and chargebacks pursuant to Clause 10. For the avoidance of doubt, and unless the applicable Offer Terms expressly provide otherwise, payment-processing fees, acquiring fees, network fees, operational costs and other platform expenses are not deducted from the revenue base.

8.3. Eligible Customers. Commissions accrue only in respect of new, unique and legitimate Customers referred through the Affiliate's official tracking links. No commission accrues where: (i) the Affiliate is in breach of this Agreement at the time of the transaction; (ii) the transaction derives from Invalid Traffic; (iii) the Customer already existed in the relevant Program's databases or was attributed to another channel; (iv) compensation is prohibited by law; (v) the Customer or the Affiliate is subject to international sanctions.

8.4. Attribution windows. Unless the applicable Offer Terms provide otherwise: (a) prospecting traffic (users with no prior interaction with the relevant Program): seven (7) days from the click; (b) retargeting/remarketing traffic (users previously impacted or with prior interaction): twenty-four (24) hours from the click. The Affiliate must declare and correctly label the traffic type of each campaign and source in accordance with the technical parameters of the dashboard. The final classification of traffic type rests with SOHA on the basis of its technical records.

8.5. Lifetime attribution and Offer changes. Existing validly attributed Customers retain their lifetime attribution under the rules of the Offer through which they were acquired, notwithstanding any redirection of new traffic or modification of Offers under Clause 5, except in cases of fraud, Invalid Traffic, chargebacks, breach of this Agreement, or any other cause of loss of attribution provided for in this Agreement. Lifetime attribution subsists only for as long as both of the following conditions are met: (a) the relevant Program remains available through the Network and SOHA continues to receive the corresponding revenue and transaction data from the Program Operator; and (b) the Affiliate's account remains active and in good standing. If a Program is withdrawn from the Network, the Program Operator ceases to report or remit, or the Affiliate's account is terminated, closed, deleted or blocked for any reason, attribution-based commissions cease prospectively from that date, without affecting commissions already validly accrued and payable (which, in case of termination for fraud or material breach, remain subject to Clauses 11 and 13).

8.6. Canibalization. Inducing existing Customers of any Program to cancel and reactivate accounts in order to generate attribution to the Affiliate is prohibited.

9. Payments, Invoicing, Threshold and KYC

9.1. Payment cycle. Validated commissions for each calendar month are paid on the twentieth (20th) day of the following month (or the next business day), subject to the Affiliate requesting the corresponding invoice through its dashboard within the enabled period. Payment is made exclusively by bank wire transfer to an account whose ownership matches that of the registered Affiliate; bank fees of the payment method are deducted from gross commission.

9.2. Invoices must be issued to SOHA Media Systems Corp with the details published in the dashboard, match exactly the validated commission amount reflected in the dashboard, and comply with the tax requirements of the Affiliate's jurisdiction (including, where applicable, VAT or equivalent tax identification). Late, incorrect or discrepant invoices are processed in the next monthly cycle. Dashboard records constitute the sole valid source for commission computation.

9.3. Minimum payout threshold. The minimum payout is fifty US dollars (USD 50). Balances below the threshold accumulate and roll over until the threshold is reached. Failure to reach the threshold within any given period does not cause the loss of legitimately accrued commissions.

9.4. Dormant and unpayable accounts. Where payment is impossible for a continuous period of twenty-four (24) months due to the Affiliate's failure to provide or update required KYC, tax or banking documentation, despite at least two written notices from SOHA, the balance will be handled in accordance with applicable unclaimed-property law. Nothing in this Clause limits SOHA's rights under Clauses 10, 11 and 13 in respect of fraud, Invalid Traffic or breach.

9.5. KYC. As a condition for account activation and for the processing of any payment, the Affiliate shall provide through the dashboard, and keep updated: (i) official identification of the account holder or, for entities, incorporation documents, registered address and beneficial-ownership information; (ii) applicable tax forms (W-9 / W-8BEN / W-8BEN-E) and, where applicable, VAT number; (iii) verifiable payment details matching the registered Affiliate. SOHA may re-verify this documentation at any time and suspend payments — without interest or penalty — while verification is incomplete or discrepancies exist. SOHA will apply legally required withholdings.

10. Refunds, Chargebacks and Fraud Adjustments

10.1. Refunds, chargebacks, payment reversals, fraudulent transactions and any other amounts subsequently cancelled or returned are charged against the revenue generated by the Affiliate and may be deducted from pending or future commissions.

10.2. A fraud, chargeback or reversal ratio exceeding one percent (1%) of the Affiliate's transactions or volume may constitute grounds for review, suspension or termination of the account. The 1% figure is not a safe harbour and does not authorize the maintenance of fraud up to that level: SOHA retains the right to act below 1% where patterns, circumstances or evidence of fraud, Invalid Traffic, manipulation or compliance risk exist.

11. Invalid Traffic; Material or Systematic Fraud

11.1. "Invalid Traffic" means any click, registration, conversion or sale generated, in whole or in part, through: breach of Clause 6; bots, click farms or user emulation; self-referrals; stolen or fraudulent payment data; manipulation of attribution or of cookie windows; incorrect declaration or labelling of traffic type, including presenting retargeting/remarketing traffic as prospecting traffic in order to benefit from a longer attribution window; campaigns targeting existing users in breach of Clause 6.3; concealed, falsified or incorrectly declared traffic sources; or any other practice that a reasonable industry operator would classify as attribution or traffic fraud.

11.2. The determination of Invalid Traffic rests with SOHA, acting reasonably and on the basis of its technical records (server logs, anti-fraud systems, payment-processor data), which the parties accept as prima facie evidence.

11.3. Consequences of Invalid Traffic: (i) cancellation of associated unpaid commissions; (ii) SOHA's right to claw back commissions already paid deriving from Invalid Traffic detected within twenty-four (24) months of payment, by set-off against present or future balances or by reimbursement due from the Affiliate within thirty (30) days of demand; (iii) precautionary suspension of the account and of all payments during investigation; (iv) termination under Clause 17.

11.4. Material or systematic fraud. Where SOHA reasonably determines that an Affiliate, its account or its operation is materially or systematically fraudulent, SOHA is entitled to: immediate termination; cancellation and forfeiture of all pending commissions; clawback where applicable; account blocking; preservation of evidence; and notification to payment processors, Program Operators or authorities where appropriate. In such cases, SOHA is not obliged to reconstruct each conversion individually in order to separate allegedly legitimate traffic from fraudulent traffic. Clause 4.4 consequences remain unaffected and apply in addition where relevant.

12. Audit, Traffic-Source Disclosure and Third-Party Verification

12.1. The Affiliate shall declare upon registration, and keep updated in the dashboard, all its traffic sources (domains, applications, advertising networks, social networks, email lists, retargeting networks and intermediary providers). Sending traffic from undeclared sources constitutes a material breach.

12.2. The Affiliate shall retain for at least twenty-four (24) months, and deliver to SOHA within ten (10) business days of a written request, complete and verifiable documentation of its activity, including as applicable: (a) list of sources, placements and origin URLs; (b) creatives, landing pages and copy used; (c) impression, click and conversion logs with timestamps, IPs or equivalent identifiers and referrers; (d) acquisition methodology and, for retargeting campaigns, audience origin, legal basis for processing and evidence of user consent; (e) identity of sub-networks, sub-affiliates and inventory providers; (f) invoices and proof of media purchases.

12.3. Direct third-party verification. Where reasonably necessary for fraud, compliance, attribution or audit purposes, SOHA may verify the information provided by the Affiliate directly with advertising networks, traffic providers, media-buying platforms, Program Operators, payment processors, anti-fraud providers and other relevant third parties. The Affiliate authorizes such verifications and shall reasonably cooperate with them. Unjustified refusal to permit a reasonable verification constitutes a breach and justifies suspension of payments during the investigation.

12.4. During an audit or verification, SOHA may suspend payments to the Affiliate without accruing any interest or penalty.

12.5. Failure to deliver, incomplete delivery, or delivery of falsified documentation within the deadline establishes the presumption that the affected traffic is Invalid Traffic, with the consequences of Clause 11.3, including definitive forfeiture of withheld commissions.

12.6. SOHA may engage external auditors or anti-fraud providers subject to confidentiality. The Affiliate shall cooperate in good faith.

13. Set-Off and Security

13.1. SOHA may set off against any balance of the Affiliate: cancelled commissions, clawback amounts, chargebacks, fines or penalties imposed on SOHA or any Program Operator by card networks, acquirers or processors as a result of the Affiliate's traffic, and reasonable investigation costs of substantiated breaches.

13.2. Pending balances constitute security for the Affiliate's obligations under this Agreement until settled.

13.3. Third-party settlement risk. In respect of Programs operated by Program Operators that are not members of SOHA's corporate group, SOHA's obligation to pay the corresponding commissions is conditional upon SOHA's actual receipt of the corresponding revenues and transaction data from the relevant Program Operator. This Clause does not affect SOHA's obligation to correctly calculate and pay commissions on amounts actually received.

14. Data Protection

14.1. Each party acts as an independent controller of the personal data it collects on its own assets. The Affiliate is solely responsible for compliance with data-protection law applicable to its acquisition activity (including GDPR and ePrivacy rules where it processes data of EEA/UK users), including publishing its own privacy policy and obtaining valid consents for cookies and tracking technologies.

14.2. SOHA will only return to the Affiliate pseudonymized or anonymized conversion indicators for attribution purposes. The Affiliate shall not attempt to re-identify users, extract or infer personal data of Customers, or transfer personal data of users to SOHA beyond what is strictly necessary for attribution.

14.3. The Affiliate shall indemnify SOHA for any fine, claim or cost arising from the Affiliate's breach of data-protection law.

15. Intellectual Property

15.1. SOHA grants the Affiliate a limited, revocable, non-exclusive, non-transferable and non-sublicensable license over the trademarks and official promotional materials of the Network and, as authorized per Offer, of the relevant Programs, for the sole purpose of promoting Offers in accordance with this Agreement. The license terminates automatically upon termination or suspension of the account or of the relevant Offer.

15.2. It is prohibited to register or use domains, trademarks, profiles or identifiers confusingly similar to the marks of SOHA, the Network or any Program; to alter official creatives without authorization; or to use Program content (videos, images, creator content) beyond the materials expressly provided.

15.3. Metrics data, click records, customer databases and Network configurations are the exclusive property of SOHA and constitute trade secrets.

16. Independent Contractors

The Affiliate and SOHA are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise or employment relationship. The Affiliate has no power to represent or bind SOHA or any Program Operator vis-à-vis third parties.

17. Term, Suspension and Termination

17.1. Either party may terminate this Agreement at any time, with or without cause, by written notice or account deactivation. SOHA may precautionarily suspend the account and payments with immediate effect upon reasonable suspicion of fraud, illegality or material breach.

17.2. Upon termination, the Affiliate shall immediately cease using, and remove from its channels within five (5) days, all links, marks and materials of the Network and the Programs.

17.3. Following termination, SOHA may withhold the final payment for up to ninety (90) days to absorb refunds, reversals and chargebacks attributable to the Affiliate's traffic.

17.4. Clauses 4.4, 10, 11, 12, 13, 14.3, 15.3, 18, 19, 20 and 22 survive termination.

18. Disclaimers; Limitation of Liability

18.1. THE NETWORK, THE PROGRAMS AND THE OFFERS ARE PROVIDED "AS IS" AND "AS AVAILABLE". SOHA does not warrant or guarantee: uninterrupted availability of tracking, links or the dashboard; the permanent availability of any Program or Offer; the acceptance of the Affiliate by any Program Operator; the continuity of any Offer; conversion rates; the permanence of any commercial conditions; the availability of any territory; or any revenue volume for the Affiliate. SOHA is not responsible for commercial or compliance decisions taken by independent Program Operators.

18.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOHA SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL AND BUSINESS INTERRUPTION, EVEN IF ADVISED OF THEIR POSSIBILITY.

18.3. SOHA'S TOTAL AGGREGATE LIABILITY TO THE AFFILIATE SHALL NOT EXCEED THE LESSER OF: (i) THE COMMISSIONS ACTUALLY PAID TO THE AFFILIATE IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE THOUSAND FIVE HUNDRED US DOLLARS (USD 1,500). Nothing in this Clause 18 limits SOHA's obligation to correctly calculate and pay commissions validly accrued and payable under this Agreement.

19. Indemnification

The Affiliate shall indemnify, defend and hold harmless SOHA, its parents, subsidiaries, affiliates, Program Operators, officers, employees and agents from and against any claim, penalty, damage, cost and expense (including reasonable attorneys' fees) arising from: (a) the Affiliate's breach of this Agreement; (b) the Affiliate's violation of any law or regulation (including FTC rules, data-protection law and card-network rules); (c) the Affiliate's promotional activity, traffic sources and data processing; (d) the Affiliate's fraud, willful misconduct or gross negligence.

20. Governing Law; Venue; Class Action Waiver

20.1. This Agreement is governed by the laws of the State of Texas, USA, excluding its conflict-of-laws rules.

20.2. The parties irrevocably submit to the exclusive jurisdiction of the state or federal courts located in Harris County, Texas, waiving any objection based on jurisdiction, venue or forum non conveniens. Nothing in this Agreement deprives the Affiliate of the protection of provisions of law that cannot be derogated from by agreement under the mandatory rules of the jurisdiction in which the Affiliate is established, to the extent such rules are imperatively applicable notwithstanding the choice of law and forum herein.

20.3. THE AFFILIATE WAIVES ANY RIGHT TO PARTICIPATE IN CLASS, CONSOLIDATED OR REPRESENTATIVE ACTIONS. All disputes shall be pursued exclusively on an individual basis.

20.4. Before initiating any litigation (except urgent injunctive relief to protect intellectual property, funds or evidence), the parties shall negotiate in good faith for thirty (30) days upon written request of either party.

21. Pre-Existing Affiliates and Prior Balances

21.1. For affiliates participating in the Network prior to the publication of this Agreement, acceptance of this Agreement is a condition for the maintenance of the account and for the processing of any pending payment.

21.2. Acceptance does not validate prior conduct: SOHA fully retains its rights and actions in respect of fraud, Invalid Traffic or breaches predating acceptance, including the right to audit historical traffic under Clause 12 in respect of balances not yet settled.

22. General Provisions

22.1. Entire agreement. This Agreement, together with the Affiliate Guidelines, the applicable Offer Terms, the Privacy Policy and the Cookie Policy incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior communications or arrangements, oral or written.

22.2. Severability. The invalidity of any clause does not affect the remainder; the affected clause shall be reformed to the minimum extent necessary to preserve the parties' commercial intent.

22.3. No waiver. Failure to exercise a right does not constitute a waiver.

22.4. Assignment. The Affiliate may not assign this Agreement without SOHA's written consent. SOHA may assign it to group entities or in the context of a reorganization or business transfer.

22.5. Notices to SOHA: in writing, by hand delivery, certified mail or recognized courier to SOHA Media Systems Corp, 1500 S Dairy Ashford Rd, Suite 207, Houston, TX 77077, USA, with electronic copy to the legal address published in the dashboard.

22.6. Language. This Agreement is executed in English. Any courtesy translation provided is for information only; the English version is the sole binding version.

© SOHA Media Systems Corp. All rights reserved.