This Propeller Premier Brand Rewards Partnership Agreement ("Agreement") is entered into between Brand Partner and Propeller Enterprises ("Propeller"), a California benefit corporation, effective as of the date this Agreement is signed by both parties ("Effective Date").

1. Overview

Brand Partner agrees to participate as a rewards partner in Propeller Premier, Propeller's monthly and annual donor membership program. Propeller Premier members ("Propellers" or "Members") are active supporters in influencer- and cause-led communities. Members agree to the Terms of Service, Privacy Policy, and Official Rules posted on Propeller's official website. These Members earn points by completing cause-driven actions on the Propeller platform and redeem those points for rewards provided by Brand Partner.

Brand Partner is joining as a Launch Partner - a small, curated group of brands selected for cultural alignment and invited to be part of this program from day one.

2. Term

This Agreement is effective for twelve (12) months from the Effective Date ("Initial Term"). As set forth in Section 8, either party may terminate with thirty (30) days written notice. The Agreement will terminate at the end of the Initial Term, unless both parties provide written notice of agreement to renew for successive 12-month periods at least 30 days prior to the end of the then-current term.

3. Brand Partner Responsibilities

Brand Partner agrees to:

• Rewards Fulfillment: Provide approval for all potential rewards before they become available to Members and fulfill rewards to qualifying Members within the United States. Rewards may include physical products, digital access, subscriptions, discount codes, experiences, or other Brand Partner offerings.
• Fulfillment Timeline: Process and ship rewards within seven (7) business days of receiving fulfillment requests from Propeller. During the Initial Term, Propeller and Brand Partner will work to find a mutually agreeable solution for providing fulfillment requests in a format Brand Partner can efficiently process. Until such solution is reached, Propeller will submit fulfillment requests weekly via spreadsheet. Both parties may agree to migrate to automated fulfillment at any point.
• Rewards Catalog: Provide Propeller with a defined list of available rewards - including quantities, estimated retail values, and any redemption limits - within fourteen (14) days of the Effective Date.
• Brand Assets: Subject to Section 6, provide Propeller a license to use high-resolution logos, brand colors, product photography, and any campaign-specific creative assets for use on the Propeller platform for purposes related to this Agreement within fourteen (14) days of the Effective Date.
• Campaign Collaboration: Work with Propeller in good faith to develop cause-aligned campaign activations (e.g., Earth Month, awareness days) that integrate Brand Partner messaging with Propeller's nonprofit action model.
• Affiliate Offers (Optional): If Brand Partner operates an affiliate program, Brand Partner may provide an affiliate link or offer that Propellers can complete to earn points. Brand Partner is responsible for tracking, crediting, and any commissions associated with affiliate activity.

4. Propeller Responsibilities

Propeller agrees to:

• Program Operation: Be solely responsible for operating the rewards program and any other sweepstakes, campaigns, giveaways, or initiatives subject to this Agreement in accordance with all applicable laws, including but not limited to the California Consumer Privacy Act and the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003.
• Rewards Catalog Placement: Feature Brand Partner's rewards prominently in the Propeller Premier rewards catalog and on relevant campaign pages at propeller.la.
• Visibility Across the Full Community: Promote Brand Partner rewards across Propeller's email campaigns, website, and member workflows - not only to existing Premier members, but as part of how Propeller markets and grows the Premier program to its full community. Brand Partner's rewards will be visible at the point of Premier enrollment and in ongoing member-facing communications.
• Dedicated Discover Action: Create and feature a dedicated brand action ("Discover Action") for Brand Partner within the Propeller platform, giving Propellers a structured way to engage with Brand Partner - including learning about Brand Partner's mission and products, joining Brand Partner's email list, following Brand Partner on social media, or completing an affiliate offer to earn points. Propeller and Brand Partner will align on the Discover Action format within fourteen (14) days of the Effective Date.
• Member Consent: Require Members to agree to the Terms of Service, Privacy Policy, and Official Rules posted on Propeller's official website.
• Member Engagement: Drive ongoing engagement with Brand Partner rewards through action campaigns, platform promotion, and member communications throughout the term.
• Reporting: Provide Brand Partner with regular reports including: number of reward redemptions, Discover Action completions, member engagement metrics, campaign performance highlights, and nonprofit impact data.
• Brand Representation: Represent Brand Partner's brand and products in accordance with provided brand guidelines and in a manner consistent with Brand Partner's values and messaging.

5. Financial Terms

• No Partnership Fee: There is no cash fee for this partnership. Brand Partner commits to providing rewards with a minimum aggregate retail value of $7,500 per quarter ($30,000 annually) for the duration of the Initial Term.
• Reward Costs: Brand Partner is responsible for all costs associated with providing and fulfilling rewards, including product costs, packaging, shipping, and handling (U.S. only).
• No Revenue Share: There is no revenue share on Propeller Premier monthly donor / membership fees.

6. Intellectual Property

Parties retain all right, title, and interest to their respective trademarks, logos, trade names, service marks, and all related intellectual property and goodwill (collectively, "Marks"), and nothing in this Agreement shall be construed as transferring or assigning any ownership rights in Marks to the other party or any third party.

Each party grants the other a limited, non-exclusive, revocable license to use its Marks only in the form and manner as provided to the other party and solely for the purposes of this Agreement. Any depiction or use of Marks will be consistent with brand guidelines provided to the other party and in accordance with the terms of this Agreement. Neither party may modify the other's Marks without prior written consent. This license ends upon termination of this Agreement.

7. Data & Privacy

• Propeller will share only the minimum personal identifying information of Member data necessary for reward fulfillment: name, shipping address, email, and phone number ("Member PII").
• Propeller represents and warrants that: (a) it has the full right and authorization under all applicable laws to share Member PII with Brand Partner for the purposes of this Agreement; and (b) prior to transmitting any Member PII to Brand Partner, Propeller will require each Member to affirmatively agree to Brand Partner's Terms of Service and Privacy Policy (as posted on Brand Partner's website) as a condition of redeeming and receiving any rewards from Brand Partner under this program. Propeller will maintain records of each Member's affirmative consent and will provide such records to Brand Partner upon reasonable request.
• For members who explicitly opt in to hear from Brand Partner - including through the Discover Action or any other Brand Partner-specific action on the platform - Brand Partner will receive the Member PII those members consent to share. Brand Partner may access and download this Member PII directly through their Propeller dashboard.
• Brand Partner agrees to use Member PII solely in accordance with the consent provided and Brand Partner's Terms of Service and Privacy Policy.
• Both parties agree to comply with all applicable data privacy laws, including but not limited to the California Consumer Privacy Act and the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003.

8. Termination

Either party may terminate this Agreement:

• With thirty (30) days written notice for any reason.
• Immediately upon material breach by the other party, if such breach remains uncured for fifteen (15) days after written notice.

Upon termination, Brand Partner will fulfill all outstanding reward redemptions submitted prior to the termination date and will not be responsible for providing further rewards submitted after the termination date or to meet the minimum aggregate retail value thresholds set forth in Section 5. Any active Discover Actions will be deactivated by Propeller within five (5) business days of the termination date.

9. Limitation of Liability

Neither party shall be liable to the other for indirect, incidental, consequential, or exemplary damages, whether foreseeable or not, arising out of or related to this Agreement. Each party's total liability shall not exceed the total fair market value of rewards provided or committed under this Agreement during the twelve (12) months preceding the claim.

This provision does not apply to a party's intellectual property violations, gross negligence, willful misconduct, or violations of this Agreement relating to Member PII, indemnity obligations, or breaches of confidential information.

10. General

• Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes any prior discussions or understandings.
• Amendments: Any modifications to this Agreement must be made in writing and signed by both parties.
• Governing Law: This Agreement is governed by the laws of the State of California.
• Good Faith: Both parties commit to communicating openly and working in good faith to make this partnership a success.

11. Indemnification

Each party agrees to defend, indemnify and hold the other party, its parent, affiliated companies, and/or their respective officers, directors, shareholders, members, agents and employees harmless from and against any and all third-party claims, demands, damages, losses, liabilities, and reasonable costs and expenses of any nature, including attorneys' fees (collectively, "Losses") arising from or related to such party's: (i) breach of its representations, warranties, covenants or obligations hereunder; (ii) infringement or alleged infringement of a third party's intellectual property rights; (iii) negligence or willful misconduct; and (iv) failure to comply with any laws, rules and/or regulations applicable to its performance under this Agreement.

A party entitled to indemnity shall (a) promptly notify the other party in writing of the indemnified claim, (b) give the other party control of the defense and settlement thereof, provided that the indemnified party shall have meaningful input in the defense and settlement, and (c) provide all reasonable assistance, at the indemnifying party's sole expense. The indemnifying party shall not settle or compromise any indemnified claim without the indemnified party's express written consent, which shall not be unreasonably withheld or delayed.

12. Confidentiality

Each party shall maintain the confidentiality of and not disclose to any third party (except to its attorneys, accountants, auditors, and other professional service providers) any Confidential Information concerning the other party or the terms and conditions of this Agreement. "Confidential Information" means any and all information and know-how, in whatever form, that relates to the business, financial condition, technology, or products of a party, reasonably expected to be confidential or proprietary, whether or not marked as "confidential," including the existence and terms of this Agreement. Confidential Information shall not include information that the recipient can demonstrate by reasonable and tangible evidence: (a) was already known to or independently developed by the recipient; (b) has become part of public knowledge without a breach of this Agreement by the recipient; (c) is in the public domain; or (d) is explicitly approved in writing by the discloser for release.

13. Force Majeure

If either party is unable to perform or is precluded from performing its obligations under this Agreement due to any unforeseen circumstances beyond its reasonable control - including fire, riot or civil commotion, act of government, war, failure of performance by a common carrier, failure of technical facilities, adverse weather, or any other cause beyond the reasonable control of the party (a "Force Majeure Event") - then the inability to perform will not be deemed a default, as long as the party declaring the Force Majeure Event makes all reasonable efforts to continue to meet its obligations and notifies the other party as soon as reasonably possible of the nature of the event and when it has terminated.

14. Insurance

Propeller shall maintain insurance against losses and damages to persons or property caused by Propeller or any of its employees, agents, contractors or subcontractors in performing the services, including (i) Commercial General Liability insurance with limits of $1,000,000 per occurrence and $2,000,000 in the aggregate; and (ii) Professional Liability with limits not less than $1,000,000 if requested by Brand Partner. Such policies shall name Brand Partner, its parent, affiliates and related companies as additional insured by endorsement on a primary non-contributory basis. Propeller shall also maintain Workers' Compensation Insurance as required by law. All such policies shall include a waiver of subrogation endorsement. Upon written request, Propeller will provide a certificate of insurance and policy endorsements demonstrating the required coverage to Brand Partner.