This Master Services Agreement (“MSA”) is incorporated by reference into and, along with the applicable Terms & Conditions for specific services, if any, and other documents incorporated by reference (collectively, the “Agreement”), is entered into by and between:

Climatewise LLC, a limited liability company with its principal place of business at 960 Market Street, Unit 319, San Francisco, California 94102 (“Adgentic”); and

The business entity or person accepting this Agreement and that will be using the Services, including any individual, entity, or successor entity, agency, or network acting on its behalf (the “Publisher”).

This Agreement governs the Publisher’s access to and use of Adgentic’s Services. By checking an “Accept” or similar language box, submitting an application or payment form, or by accessing or using the Platform or Services, you, on behalf of the Publisher, represent and warrant that you have the full legal authority to bind the Publisher to this Agreement and agree to all its terms and conditions.

A. Adgentic operates a proprietary platform that enables AI Application Developers to connect via API and/or Model Context Protocol (MCP) to access product offers and services from advertisers integrated through various affiliate networks.

B. Publisher develops and/or operates AI applications, websites, or other digital properties and wishes to use Adgentic's Services to monetize its properties by promoting advertisers.

C. Adgentic, acting as a primary publisher on affiliate networks, facilitates this relationship by allowing Publisher to act as a sub-affiliate, earning commissions on qualifying transactions referred through Adgentic’s Platform.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

“Account” means the portal provided by Adgentic for the Publisher to access the Services, including user interface, analytics, reporting, and payment information.

“Advertiser” means a third-party entity operating a performance marketing program (“Program”) through an Affiliate Network.

“Adgentic IP” means the Platform, Services, and any scripts, code, software, APIs, MCP Server configurations, technology, and other intellectual property owned or provided by Adgentic.

“Affiliate Network” means a third-party network through which Adgentic maintains a primary publisher relationship and accesses Advertiser Programs.

“Confidential Information” means all non-public, proprietary, or confidential information of a party, in any form, that is designated as confidential or that reasonably should be understood to be confidential, including the terms of this Agreement.

“Data” means all information arising from or related to the Services and Publisher’s use thereof, including user prompts, API requests, interactions, browser/device information (e.g., agent string, IP address), and transactional information (e.g., purchases, order IDs, timestamps). Data may include Personal Data.

“Links” means the product offers, tracking links, and related creative content provided through the Platform for promoting Advertiser Programs.

“Model Context Protocol (MCP)” refers to a server and protocol used by Publisher to request contextual product offers and Links from the Platform.

“Objectionable Content” means content or activity that is: (a) illegal, fraudulent, deceptive, pornographic, libelous, defamatory, or threatening; (b) racist, hate speech, or promoting violence or discrimination; or (c) adware, malware, spyware, or any other malicious code.

“Payout” means the commission Adgentic earns from an Affiliate Network for a qualifying Transaction referred by the Publisher, from which the Publisher’s share is calculated.

“Platform” means Adgentic’s proprietary technology platform that enables access to the Services.

“Prohibited Activity” means: (a) disseminating Objectionable Content; (b) artificially inflating impressions, clicks, or Transactions through any automated or manual means; (c) offering users any form of inducement to complete Transactions; (d) violating the terms of any Advertiser Program or Affiliate Network; (e) using the Services to generate content that infringes intellectual property, violates law, or promotes harm (e.g., discriminatory or malicious AI outputs); or (f) interfering with the proper functioning of the Adgentic IP or any Links.

“Properties” means the Publisher's AI applications, websites, blogs, mobile apps, software interfaces, AI-driven tools, and other digital properties approved by Adgentic for use with the Services.

“Services” means the services provided by Adgentic, including access to the Platform via API and/or MCP, product matching, provision of Links, and the facilitation of sub-affiliate relationships and Payouts.

“Transaction” means a purchase, lead, click, or other action by an end-user that qualifies for a Payout, as defined by the applicable Advertiser and Affiliate Network.

2.1. Service Provision
Subject to the terms of this Agreement, Adgentic will provide Publisher with access to the Services. Adgentic reserves the right to approve or deny any application to use the Services or add new Properties, in its sole discretion.

2.2. Participation in Programs
Publisher may use the Services to participate in Advertiser Programs. Publisher agrees that its participation is subject to approval by Adgentic, the Advertiser, and the Affiliate Network. Upon approval, Publisher may use the Links provided by the Platform in accordance with the Program terms and this Agreement.

2.3. Program Terms
Details of each Program, including qualifying Transactions, Payout rates, and restrictions, are determined by the Advertiser and/or Affiliate Network and will be made available through the Platform. Advertisers may change Program terms at any time, and Adgentic is not responsible for any such changes.

3.1. Accurate Information
Publisher shall provide and maintain accurate, complete, and up-to-date information in its Account.

3.2. Compliance
Publisher shall:

a) Comply with this Agreement, all applicable laws and regulations, and the terms and policies of any relevant Advertiser and Affiliate Network.

b) Not engage in any Prohibited Activity or place Links on Properties containing Objectionable Content.

c) Ensure its Properties and promotional methods are in full compliance with all applicable laws, including those related to advertising, privacy, and consumer protection.

3.3. Sub-Affiliate Status
Publisher acknowledges and agrees that it is acting as a sub-affiliate of Adgentic. Publisher hereby agrees to be bound by all applicable terms and conditions of the Affiliate Networks that Adgentic uses to provide the Services, as if Publisher were a direct party to those agreements. Adgentic’s primary agreements with Affiliate Networks shall prevail in case of any conflict.

3.4. AI-Specific Obligations
Publisher warrants that any content or promotions generated or facilitated by its AI-powered Properties will not infringe third-party intellectual property, violate any laws, or result from biased, harmful, or malicious prompts or outputs. Publisher shall comply with all emerging regulations applicable to artificial intelligence (e.g., the EU AI Act).

3.5. Promotional Methods
Publisher must accurately describe all its promotional methods in its Account. Software-based promotions, email marketing, and other non-standard methods must comply with Adgentic’s policies and may require special approval. Spamming is strictly prohibited.

3.6. Account Security
Publisher is solely responsible for all activity occurring under its Account and for securing its access credentials (including API keys). Publisher must notify Adgentic immediately of any unauthorized use or security breach.

4.1. Payouts
Adgentic will pay Publisher a percentage of the Payouts actually received by Adgentic from Affiliate Networks for valid Transactions attributable to Publisher’s Properties. The Publisher’s share will be the Payout amount minus a 30% service fee retained by Adgentic (the “Publisher Commission”).

4.2. Payment Contingency
Publisher acknowledges that Adgentic’s obligation to pay any Publisher Commission is expressly contingent upon Adgentic’s receipt of the corresponding Payout from the applicable Affiliate Network. Adgentic is not liable for any payments that it does not receive from Affiliate Networks, for any reason. Publisher’s sole recourse for unpaid Payouts is against the relevant Advertiser or Affiliate Network.

4.3. Chargebacks and Reversals
Adgentic will debit the Publisher’s Account for any Payouts that are reversed or charged back by an Advertiser or Affiliate Network. Such debits may be for returns, invalid or fraudulent Transactions, non-compliance, or any other reason provided by the Affiliate Network. Debits may be applied at any time, including against future Publisher Commissions.

4.4. Payment Schedule and Threshold
Adgentic will pay accrued Publisher Commissions on a monthly basis, on or around the 20th of each month for Transactions validated in the preceding month. Payments will only be issued if the Publisher’s accrued and payable balance exceeds $100.00 USD (for wire transfers). Balances below the threshold will be rolled over to the next month.

4.5. Dormant Accounts
If a Publisher's Account has not accrued a new, valid Publisher Commission for a period of six (6) consecutive months, Adgentic may apply a dormant account fee at its then-current rate until the balance is zero, at which point the Account may be deactivated.

4.6. Taxes
Publisher is solely responsible for the payment of all taxes applicable to the Publisher Commissions it receives.Because Adgentic integrates with third-party affiliate networks (e.g., CJ, Awin, Rakuten, Impact, ShareASale), all Publishers and Advertisers must comply with applicable network policies and restrictions.

Violations may result in immediate suspension, withheld payments, and reporting to the relevant network.

5.1. License to Publisher
Adgentic grants Publisher a limited, non-exclusive, non-transferable, revocable right to access and use the Adgentic IP solely for the purpose of participating in the Services as permitted by this Agreement.

5.2. License to Adgentic
Publisher grants Adgentic a non-exclusive, worldwide, royalty-free right and license to:

a) Use, collect, and process Data for the purposes of providing the Services, performing analytics, and improving its products.
b) Use Publisher’s name, logo, and trademarks to identify Publisher as a customer in marketing and promotional materials.

5.3. Ownership
Adgentic retains all right, title, and interest in and to the Adgentic IP. Publisher retains all right, title, and interest in and to its Properties. As between the parties, Adgentic shall own all aggregated and anonymized data derived from the Services. Personally identifiable information of end-users is owned by the Advertisers and/or Affiliate Networks.

6.1. Compliance
Each party shall comply with all applicable data protection laws, including but not limited to GDPR, CCPA, and the UK GDPR (“Data Protection Laws”). Publisher is responsible for providing all necessary notices and obtaining all necessary consents from end-users regarding the collection, use, and sharing of their data in connection with the Services.

6.2. Privacy Policy
Publisher must maintain and conspicuously post on its Properties a privacy policy that complies with Data Protection Laws and accurately discloses its use of third-party tracking technologies (including Adgentic’s and Affiliate Networks’) and its data collection and sharing practices.

Each party (the “Receiving Party”) shall protect the other party’s (the “Disclosing Party”) Confidential Information with the same degree of care it uses for its own, but in no event less than reasonable care. The Receiving Party shall not use or disclose Confidential Information except to perform its obligations under this Agreement. This obligation does not apply to information that is: (a) publicly known, (b) already in the Receiving Party’s possession, (c) rightfully obtained from a third party, or (d) independently developed. A disclosure required by law is permissible provided the Disclosing Party is given prior notice to seek a protective order.

8.1. Mutual Warranties
Each party warrants that it has the legal power and authority to enter into this Agreement and will comply with all applicable laws.

8.2. Disclaimer of Warranties
EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES AND ADGENTIC IP ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ADGENTIC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ADGENTIC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. ADGENTIC IS NOT RESPONSIBLE FOR THE ACTS, OMISSIONS, OR TERMS OF ANY ADVERTISER OR AFFILIATE NETWORK.

Publisher shall indemnify, defend, and hold harmless Adgentic and its officers, directors, employees, and agents from and against all claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from: (a) Publisher’s breach of this Agreement; (b) the content or operation of Publisher’s Properties; (c) Publisher’s violation of any law or the rights of any third party; or (d) any claim that Adgentic is obligated to pay taxes in connection with Publisher Commissions.

EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR IN CASES OF FRAUD OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. EITHER PARTY'S TOTAL CUMULATIVE LIABILITY ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE TOTAL PUBLISHER COMMISSIONS PAID OR PAYABLE TO PUBLISHER BY ADGENTIC IN THE SIX (6) MONTHS PRECEDING THE CLAIM.