POCKETADS

ONLINE DISTRIBUTOR & ADVERTISING PLATFORM AGREEMENT

Type: Website/App Version — For Electronic Acceptance Agreement Version: PA-DIS-001 / Version 1.1

Preamble

This Online Distributor & Advertising Platform Agreement (“Agreement”) is entered into electronically between PocketAds (“PocketAds”, “Company”, “we”, “us” or “our”), and the person registering on the PocketAds platform (“Distributor”, “you” or “your”).

By registering on the PocketAds website/application, purchasing a PocketAds product, activating a PocketAds account, or participating in the PocketAds business opportunity, you acknowledge that you have read, understood and agreed to this Agreement and the policies referred to herein.

1. DISTRIBUTOR REGISTRATION

1.1 The Distributor shall provide accurate, complete and current information during registration.

1.2 The Distributor shall be responsible for maintaining the confidentiality of the registered mobile number, OTP and account credentials.

1.3 PocketAds may verify the Distributor’s identity and information for account activation, compliance, fraud prevention, transaction processing and other legitimate business purposes.

1.4 A Distributor shall not create or operate multiple accounts for the purpose of obtaining unauthorized rewards, commissions, incentives or other benefits.

2. ELECTRONIC ACCEPTANCE AND OTP CONSENT

2.1 This Agreement is entered into electronically.

2.2 Before completing registration, the Distributor shall be provided an opportunity to review this Agreement, the applicable Terms & Conditions, Privacy Policy, Compensation Plan, Refund Policy and other applicable policies.

2.3 The Distributor shall provide affirmative consent by selecting the applicable acceptance checkbox and proceeding with verification.

2.4 The Distributor’s electronic verification, together with PocketAds’ electronic records, may be maintained as evidence of the Distributor’s acceptance of this Agreement.

2.5 PocketAds may maintain records including, where lawfully collected: Distributor name; registered mobile number; email address; date and time of acceptance; OTP verification status; Agreement/Terms version accepted; transaction details; invoice details; device serial number; and other relevant account and transaction records.

2.6 The Distributor agrees to receive legally required notices, account communications, business communications and service-related communications electronically.

3. INDEPENDENT DISTRIBUTOR STATUS

3.1 The Distributor is an independent participant and is not an employee, agent, partner, franchisee, shareholder or legal representative of PocketAds unless expressly agreed in a separate written agreement.

3.2 The Distributor shall conduct his/her activities independently and shall be responsible for complying with applicable laws and Company policies.

3.3 The Distributor shall not make any representation that he/she has authority to legally bind PocketAds unless such authority has been expressly granted in writing.

3.4 The Distributor shall not represent any reward, commission, incentive or benefit as guaranteed.

4. POCKETADS PRODUCT

4.1 The Distributor may purchase and/or distribute PocketAds products, including the PocketAds Advertising Box and other products or services introduced by PocketAds.

4.2 Where applicable, the PocketAds Advertising Box shall be supplied against a valid invoice issued by PocketAds or its authorized seller.

4.3 The applicable product price, taxes, delivery charges and other charges shall be disclosed before completion of the purchase.

4.4 Product ownership, warranty, replacement and service shall be subject to the applicable Product and Warranty Policies.

4.5 The Distributor shall not make false, misleading or unauthorized claims regarding PocketAds products.

5. ADVERTISING PLATFORM

5.1 PocketAds operates an advertising technology platform through which advertisements may be displayed through eligible devices, applications and other authorized advertising channels.

5.2 Advertisements may vary depending upon advertiser demand, campaign requirements, available inventory, technical conditions, location and other operational factors.

5.3 PocketAds does not guarantee continuous advertisements, a fixed number of advertisements, fixed impressions or a fixed advertising revenue.

5.4 PocketAds may modify, suspend or discontinue any advertising format, campaign, application feature or platform functionality where reasonably required.

6. VIEWING POINTS AND ADVERTISING REWARDS

6.1 Eligible Distributors may receive viewing points, advertising rewards or other benefits in accordance with the applicable PocketAds Reward Policy.

6.2 Such points or rewards are advertising-related promotional benefits and shall not automatically be treated as interest, deposits, investment returns or guaranteed income.

6.3 Rewards may depend upon valid advertising activity, eligible advertisement impressions, viewing or engagement activity, advertiser payments, campaign requirements, platform rules, account eligibility, and fraud/compliance verification.

6.4 Where PocketAds announces a reward of up to 10% of eligible advertising profit/revenue, “up to” means that the Distributor is not guaranteed to receive 10%.

6.5 Any reward shall be calculated only in accordance with the applicable Reward Policy and eligibility requirements.

6.6 PocketAds may modify, suspend or discontinue a reward programme in accordance with applicable law and applicable Company policies.

7. NO GUARANTEED INCOME OR RETURN

7.1 The Distributor expressly acknowledges that PocketAds does not guarantee any fixed monthly income, fixed return, minimum advertising reward, guaranteed profit, guaranteed reward, guaranteed number of advertisements, guaranteed number of views, or guaranteed business volume.

7.2 Purchase of a PocketAds product does not constitute an investment, deposit, loan or promise of a fixed financial return.

7.3 The Distributor shall not rely upon unofficial representations, personal assurances or third-party statements regarding guaranteed earnings or rewards.

8. ADVERTISING REVENUE AND COMPANY ALLOCATION

8.1 PocketAds may receive revenue from advertisers for advertising services provided through its platform.

8.2 PocketAds may allocate a portion of eligible advertising revenue/profit towards advertising rewards or other programmes in accordance with applicable Company policies.

8.3 PocketAds may retain a portion of its advertising revenue for legitimate business purposes, including technology development, platform operations, maintenance, customer support, marketing, infrastructure, administration, compliance and business expansion.

8.4 Unless expressly stated in a separate written agreement, the Distributor shall have no ownership or proprietary interest in PocketAds’ advertising revenue or Company assets.

9. DISTRIBUTOR REWARD PROGRAMMES

9.1 PocketAds may provide eligible Distributors with business rewards in accordance with the applicable Compensation Plan and Reward Policies: Direct Sales Reward, Sales Matching Reward, Fast Track Reward, Leadership Reward, Network Reward, and Advertising Reward.

9.2 Eligibility for any reward shall be subject to the applicable Compensation Plan, qualifying business volume or activity, verification, compliance requirements and applicable laws.

9.3 No Distributor shall be entitled to a reward merely by registering another person unless the applicable Reward Policy expressly provides otherwise and the required qualifying conditions are satisfied.

10. BUSINESS CONDUCT

The Distributor agrees to conduct business honestly and professionally; not to make false, deceptive or misleading income claims; not to promise guaranteed returns or guaranteed rewards; not to misrepresent PocketAds products or services; and to comply with applicable laws and PocketAds policies.

11. FRAUD, MANIPULATION AND ACCOUNT SUSPENSION

11.1 PocketAds may investigate unusual, suspicious or potentially fraudulent activity.

11.2 Where there is reasonable evidence of fraud, manipulation, misuse or violation of this Agreement, PocketAds may temporarily suspend the Distributor’s account, rewards, points or other benefits pending investigation.

12. PRODUCT USE AND CONNECTIVITY

12.1 Certain PocketAds services require electricity, internet connectivity, compatible hardware, and software.

12.2 PocketAds shall not be responsible for interruptions caused by circumstances outside its reasonable control.

13. PAYMENT AND TAXES

13.1 All payments shall be processed through authorized payment methods.

13.2 Applicable taxes, including GST where applicable, shall be charged in accordance with applicable law.

13.3 The Distributor shall provide correct billing and tax information.

14. REFUND, CANCELLATION AND WARRANTY

14.1 Product refunds, cancellations, replacements and warranty claims shall be governed by the applicable PocketAds Refund Policy and Warranty Policy.

15. PRIVACY AND DATA PROTECTION

15.1 PocketAds may collect and process Distributor information necessary for registration, identity verification, transaction processing, distributor support, platform operation, fraud prevention and legal compliance.

15.2 Personal information shall be handled in accordance with the PocketAds Privacy Policy and applicable data protection laws.

16. INTELLECTUAL PROPERTY

All PocketAds trademarks, logos, software, platform designs, content, technology and other intellectual property belong to PocketAds or its respective licensors.

17. LIMITATION OF LIABILITY

To the extent permitted by applicable law, PocketAds shall not be liable for indirect, incidental, consequential or special losses arising from the use of the platform or participation in the business opportunity.

18. FORCE MAJEURE

PocketAds shall not be liable for failure or delay in performing its obligations where such failure results from circumstances beyond its reasonable control.

19. MODIFICATION OF TERMS

PocketAds may update this Agreement, Compensation Plan, Reward Structure, Privacy Policy, Refund Policy or other platform policies from time to time.

20. GRIEVANCE AND DISPUTE RESOLUTION

The Distributor and PocketAds shall first attempt to resolve any dispute through good-faith communication and the Company's designated grievance mechanism.

21. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by the laws applicable in India, subject to the jurisdiction of competent courts in India.

22. DISTRIBUTOR DECLARATION

By selecting “I Agree” and completing verification, I confirm that: I have read and understood this Agreement; I have had an opportunity to review the applicable Terms & Conditions and Company policies; I am voluntarily registering as a PocketAds Distributor; I understand that advertising rewards are variable and are not guaranteed income; I understand that product purchase does not guarantee any financial return; I understand that rewards are subject to the applicable Reward Structure and eligibility conditions; I will not make false, misleading or guaranteed-income claims; the information provided by me is true and accurate; I agree to comply with PocketAds policies and applicable laws; I consent to electronic acceptance and electronic record-keeping of my registration and transactions; and I understand that my electronic acceptance constitutes my agreement to the applicable terms, subject to applicable law.