Payment Terms

Last Updated: May 21, 2026

These “Payment Terms” incorporate by reference the Master Services Agreement and apply to any Order Form(s) entered by Company and Supplier. All capitalized terms in these Payment Terms will have the meanings set forth in the Agreement. Supplier may modify these Payment Terms from time to time by posting the modified Payment Terms on our website along with the effective date of the modifications. Company’s continued use of the Services following the posting of changes will mean that Company accepts and agrees to the changes.

1.            Supplier Invoices. Supplier shall provide invoice(s) to Company showing all Supplier Fees (“Supplier Invoice”) for each Service Month. The due date of each Supplier Invoice is thirty (30) days from the end of the applicable Service Month.

2.            Publisher Partner Commission Statements. In the name and on behalf of respective Publisher Partners, Supplier shall deliver to Company statement(s) summarizing the total Publisher Partner Commissions, including Tax where applicable, for each Service Month (“Publisher Partner Commissions Statements”). Company agrees to review and/or make adjustments, if any, prior to the Locking Date (defined below) and then save and submit each Publisher Partner Commissions Statement within fifteen (15) days from the date said Statement is made available (“Review Period”). Company acknowledges that if Company does not finalize and submit any Publisher Partner Commissions Statement within the respective Review Period, Supplier’s system will automatically save and submit such Publisher Partner Commissions Statement on Company’s behalf. The due date of each Publisher Partner Commissions Statement is thirty (30) days from the end of the applicable Service Month.

3.            Payment Terms. Company will pay Supplier Invoices and Publisher Partner Commissions Statements in full on or before the respective due dates. All payments will be made in the designated currency. Together with Company’s payment, Company will provide remittance advice to Supplier as to which Supplier Invoice(s) and Publisher Partner Commissions Statements each respective payment should be settled. Payments made or due under each Order Form are not refundable or subject to offset or reduction in whole or part. Late payments will bear interest at the rate of one-and-a-half percent (1.5%) per month or, if lower, the maximum rate allowed by law. Failure to pay Fees and Charges when due under an Order Form will be deemed a material breach by Company. Notwithstanding the foregoing, all payment terms are subject to Supplier’s credit approval process and are subject to change if Company becomes or is likely unable to meet its payment obligations during the Service Term.

4.            Impact Payment Terms; Billing Adjustments; Order Locking. Company acknowledges and agrees that payment processing, disbursements, billing, reconciliation, billing adjustments, lock dates, reversals and related operational functionality associated with the Services and/or Impact Platform provided by or through Impact are subject to Impact’s payment terms, policies and procedures as may be updated from time to time Company agrees to comply with the Payment Terms and acknowledges that Supplier may rely upon and administer the applicable Services and Impact Platform in accordance therewith. Further, the following provisions shall govern all billing adjustments and refunds in connection with the Services:

(a)            The “Locking Period” will be set to forty-five (45)-days from the applicable transaction date and may be changed by Company at any time by giving written instructions to Supplier. The “Locking Period” is the time period within which Company may dispute or reverse Actions that do not qualify for payment pursuant to the relevant agreement with the applicable Publisher Partner. If Company fails to provide instructions to Supplier to dispute or reverse Actions (or Company fails to do so directly, as applicable) within the Locking Period, such Actions become locked, may no longer be disputed or reversed by Company, and result in Publisher Partner Commissions owing; provided, however, that in the event Company identifies a bona fide regulatory or legal compliance issue required by applicable law or a competent regulatory authority, Company may provide written notice to Supplier, and if the Publisher Partner Commissions have not been paid out to the relevant Publisher Partner, Supplier shall use reasonable, good faith  efforts to cause Impact to reverse the applicable Publisher Partner Commissions. If Impact is unable to reverse the Publisher Partner Commissions (for example, if the Publisher Partner Commissions have been paid out prior to Impact’s receipt and verification of Company’s request), Company’s recourse is directly with the applicable Publisher Partner.

(b)            Supplier will invoice Company for all Publisher Partner Commissions, and Company is obliged to make payment of Publisher Partner Commissions to Supplier no later than seven 7 days prior to the due date to the relevant Publisher Partners. Company shall be solely responsible for all Publisher Partner Commissions and may not use the Impact Platform to accrue unpaid debts with Publisher Partners. Any other billing discrepancies arising from returns, chargebacks, bad credits, or measurement errors shall be subject to the applicable adjustment periods and lock date requirements of the Impact Platform, and Supplier shall process any valid adjustment request in good faith within the timeframes permitted by the Impact Platform, as further described in the applicable Order Form or addendum.

5.            Disbursement to Publisher Partners. Disbursement to Publisher Partners will be made through the Impact Platform in accordance with applicable terms, policies, and procedures governing disbursements to Publisher Partners participating on the Impact Platform.

6.            Disputes with Publisher Partners. Any dispute between Company and a Publisher Partner under an Engagement must be resolved between Company and such Publisher Partner. Company is responsible for recovering any overpayment from the Publisher Partner. Supplier’s role with respect to Engagements is solely as Company’s disclosed agent for administrative, payment processing and platform facilitation purposes, and Supplier shall have no responsibility or liability for the acts, omissions, performance or payment obligations of any Publisher Partner.

7.            Tax. Each Party shall be responsible for their own Tax due and payable by them. Supplier shall add to invoices all applicable Tax to the extent required by the applicable law. Payments due under this Order Form shall be made without deduction or withholding for any Tax unless required by a governmental authority. If any Tax withholding or deduction applies, Company shall pay such additional amounts as necessary to ensure that the net amounts received by Supplier, after any Tax withholding or deduction, are equal to the amounts that would have been received if no withholding or deduction had been made.

8.            Tax Invoices. Company shall provide Supplier with its valid Tax registration number and any other information reasonably required for the accurate issuance of Tax invoices. Company shall promptly review and verify the accuracy of Tax invoices issued by Supplier and notify Supplier of any discrepancies within a reasonable period. In the event that Company provides incorrect or incomplete information, Supplier shall not be liable for any resulting errors in the Tax invoices or any consequences thereof.