Supply Partner Express Agreement

Last Updated: September 2026

This Supply Partner Express Agreement (“Agreement”) constitutes a legally binding agreement between E-Planning LLC. (“E-Planning”, “we”, “our” or “us”) and the entity accepting these terms (“Publisher”, “Supply Partner”, “you” or “your”).

By clicking “I Accept”, creating an account, integrating with E-Planning, sending traffic, implementing E-Planning’s ads.txt/app-ads.txt line, or otherwise using our services, you acknowledge that you have read, understood and agree to be legally bound by this Agreement.

If you do not agree with these terms, you must not access or use the E-Planning Platform.

1. Appointment

Publisher appoints E-Planning as a non-exclusive monetization partner for the inventory made available through the E-Planning Marketplace. Nothing contained herein creates exclusivity, partnership, agency or joint venture between the Parties.

2. Eligible Inventory

Publisher represents and warrants that:

Publisher shall immediately notify E-Planning of any material change affecting its inventory.

3. Technical Requirements

Publisher agrees to maintain, where applicable:

Publisher shall promptly implement any reasonable technical changes requested by E-Planning. Failure to comply may result in immediate suspension.

4. Traffic Quality

Publisher shall only submit genuine, human-generated traffic. The following traffic sources are strictly prohibited unless expressly approved in writing:

E-Planning reserves sole discretion in determining whether submitted traffic satisfies Marketplace quality standards.

5. Fraud Detection

Publisher acknowledges that E-Planning may use internal systems and third-party vendors to evaluate traffic quality. E-Planning reserves the right to reject, filter, discount or suspend any traffic that, in its reasonable judgment, presents elevated fraud, IVT, malware, brand safety or quality risks. Publisher acknowledges that E-Planning’s determinations shall be sufficient for operational decisions.

6. Reporting

Unless otherwise agreed in writing:

All billing, revenue calculations and payment obligations shall be based exclusively upon E-Planning’s reporting platform. Publisher acknowledges that discrepancies between systems are inherent to programmatic advertising and agrees that E-Planning’s reporting shall prevail.

7. Billing

Revenue shall be calculated using E-Planning’s reported Gross Revenue less any applicable deductions, adjustments, fees or credits under this Agreement.

No third-party reporting shall modify E-Planning’s calculations.

8. Deductions

E-Planning may deduct or offset any amount arising from:

Such deductions may apply retroactively whenever reasonably necessary.

9. Payment Terms

Payments shall be made:

Balances below the threshold shall automatically roll over until the threshold is reached. Banking fees shall be borne by Publisher.

10. Suspension

E-Planning may immediately:

without prior notice whenever E-Planning reasonably believes Marketplace integrity may be compromised.

11. No Guarantee

E-Planning makes no guarantee regarding:

All marketplace activity depends upon buyer demand.

12. Audit

Publisher shall reasonably cooperate with any investigation relating to traffic quality.

Failure to provide requested information may result in suspension.

13. Intellectual Property

Each Party retains ownership of its own intellectual property. No license is granted except as expressly provided herein.

14. Confidentiality

All commercial, financial, technical and operational information exchanged between the Parties shall remain confidential.

15. Limitation of Liability

To the maximum extent permitted by law:

E-Planning’s total aggregate liability arising from this Agreement shall never exceed the total unpaid revenue owed to Publisher during the three (3) months immediately preceding the event giving rise to the claim.

Under no circumstances shall E-Planning be liable for:

16. Indemnification

Publisher agrees to indemnify, defend and hold harmless E-Planning from any claim arising from:

17. Termination

Either Party may terminate this Agreement at any time. E-Planning may terminate immediately upon written notice or immediately suspend performance whenever necessary to protect its business, customers or Marketplace.

18. Governing Law

This Agreement will be governed by and interpreted in accordance with the laws of the State of New York, USA without reference to its conflict of laws principles. Jurisdiction and venue for all disputes hereunder will be exclusively in courts in the state of New York, USA, and the parties hereby expressly agree to such jurisdiction and venue.

19. Entire Agreement

This Agreement constitutes the entire agreement governing the initial relationship between the Parties unless and until superseded by a separately executed Master Services Agreement (“MSA”).

Electronic acceptance of this Agreement shall have the same legal force and effect as a handwritten signature.