HUMBLE AFFILIATE AGREEMENT

Version Date: March 24, 2020

This HUMBLE AFFILIATE AGREEMENT ("Agreement") constitutes a valid and binding agreement by and
between Humble Bundle, Inc. (“Humble Bundle” or “HB”), a Delaware corporation, whose principal
address is 160 Spear Street, Suite 1000, San Francisco, CA 94105, USA, and the person or company set
forth in the Registration Account (defined below) (“Affiliate”).

Affiliate acknowledges that by clicking on the “I Accept” or similar button at the bottom of this
Agreement, Affiliate is: (i) representing, to the extent Affiliate is a company, that the individual accepting
this Agreement is an authorized representative of Affiliate, with the power and authority to enter this
Agreement on Affiliate’s behalf; and (ii) agreeing to be bound by the terms of this Agreement. If Affiliate
does not agree to the terms and conditions of this Agreement, please click “I Decline.”

In consideration of the promises and conditions set forth in this Agreement, the parties agree as follows:

1. DEFINITIONS.

1.1. “Affiliate Content” mean the website(s) or other audiovisual content of Affiliate.

1.2. “Bundle” means a grouping of software, e-books, videos or other forms of digital entertainment
that are sold as a collection through the HB Site using the “pay what you want” mechanism.

1.3. “Humble Choice” means a subscription whereby HB charges Customers a fee on a recurring
basis, and in turn makes various software packages available to those Customers for a limited
time of up to 35 days.

1.4. “Customer” means any third-party end user who makes a purchase from the HB Site.

1.5. “HB Marks” means the trademarks, tradenames and logos of HB set forth in Exhibit A attached
hereto, or provided to Affiliate in writing from time to time.

1.6. “HB Site” means the URLs https://www.humblebundle.com and https://humble.com, together
with all subpages of those URLs.

1.7. “Link” means a link provided by HB to Affiliate containing the HB Marks which Affiliate shall
place on the Affiliate Content that links from the Affiliate Content to the HB Site.

1.8. “Product” means any product sold through the HB Site, including, without limitation, Bundles
and the Humble Choice.

1.9. “Qualified Purchase” means a valid sale of a Product which directly arises from a Customer who
clicks the Link and purchases such Product from the HB Site during a Session. A "Session" begins
when a Customer clicks the Link, and ends upon the first to occur of the following: (x) 24 hours
elapse from that click; or (y) the Customer follows another affiliate’s link to the HB Site that is
not the Link. A Qualified Purchase will occur provided that:
1.9.1. HB, in its sole discretion, has designated that Product as a Qualified Purchase in writing
(email sufficient); and
1.9.2. A cookie with a 24-hour expiration period is implemented from the Affiliate Content onto
the Customer’s browser, and the browser is set to accept cookies, and Customer has not
erased cookies prior to making such purchase.

1.10. “Registration Account” means the user account opened by Affiliate with HB for the purpose of
entering into this Agreement.

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 2. LICENSE.

2.1. HB GRANT. Subject to the terms and conditions of this Agreement, HB hereby grants to Affiliate
during the Term a limited non-exclusive, non-transferable license to (i) embed the Link on the
Affiliate Content; and (ii) use the HB Marks solely as embodied in the Link and according to the
written style guidelines of HB. All goodwill associated with the use of the HB Marks shall inure to
and be owned exclusively by HB.

2.2. OWNERSHIP. As between HB and Affiliate, HB owns all right, title and interest in and to the HB
Marks, the Link and the HB Site, including, without limitation, all intellectual property rights
therein and thereto. Affiliate will not assert any ownership interest or ownership rights in the
HB Marks, the Link or the HB Site. Affiliate shall not hold itself out to the public or any third
party as the owner of the HB Marks, the Link or the HB Site.

2.3. RESERVATION OF RIGHTS. HB hereby reserves all other rights to intellectual property not
otherwise granted in this Section 2. Affiliate may not use the Link or HB Marks except as
expressly set forth in the licenses provided in Section 2.1. Except as expressly set forth in this
Agreement, Affiliate shall not, in any manner modify the HB Marks, Links or any component part
thereof.

2.4. RESTRICTIONS. AFFILIATE SHALL NOT, IN ANY MANNER, USE THE HB MARKS OR LINKS IN OR IN
CONNECTION WITH ANY CONTENT THAT: (I) DISCRIMINATES ON THE BASIS OF RACE, ETHNICITY,
GENDER, RELIGION, SEXUAL ORIENTATION, GENDER IDENTITY, AGE OR DISABILITY; (II) IS
LIBELOUS, DEFAMATORY, THREATENING, HARASSING, TORTIOUS, OR SIMILARLY ABUSIVE; (III)
INVOLVES THE SALE, EXPORT OR USE OF ILLEGAL SUBSTANCES; (IV) INVOLVES TERRORISM,
SEDITION OR OTHER ILLEGAL ACTIVITIES; (V) INFRINGES OR VIOLATES INTELLECTUAL PROPERTY
RIGHTS OR OTHER RIGHTS OF ANY PERSON OR ENTITY; (VI) PROMOTES OR CONTAINS SEXUALLY
EXPLICIT MATERIALS; (VII) IS IN CONFLICT OR VIOLATION OF ANY LAW, RULE OR REGULATION,
INCLUDING WITHOUT LIMITATION, ANY RULE OR REGULATION OF THE UNITED STATES FEDERAL
TRADE COMMISSION OR ANY EQUIVALENT FOREIGN GOVERNMENTAL BODY; (VIII) IS HARMFUL
TO MINORS IN ANY WAY; (IX) IS DIRECTED TOWARD CHILDREN UNDER 13 YEARS OF AGE; (X)
IMPERSONATES ANY PERSON, INCLUDING ANY HB REPRESENTATIVE, OR MISREPRESENTS ANY
AFFILIATION WITH ANY PERSON; (XI) IMPLIES, SUGGESTS OR REPRESENTS THAT AFFILIATE HAS
ANY AFFILIATION WITH ANY PUBLISHER, DEVELOPER, OR CHARITY PURSUANT TO THIS
AGREEMENT; OR (X) IS INVOLVED WITH OR CONDUCTS ANY RAFFLES, CONTESTS, LOTTERIES OR
SWEEPSTAKES.

3. FEES. HB shall pay Affiliate various Fees as defined and calculated pursuant to Exhibit B attached
hereto. HB shall not be obligated to pay Affiliates any Fees for purchases arising from Affiliate’s
fraudulent activity or where Affiliates failed to use the Link and/or HB Marks in accordance with HB’s
written warnings, guidelines, terms of use or this Agreement (the “Diverted Fees”). HB shall
determine the Diverted Fees in its sole reasonable discretion. Diverted Fees shall be paid to the
applicable Charities (as defined in Exhibit B) pursuant to the default Bundle slider positions.

4. REPRESENTATIONS AND WARRANTIES.

4.1. MUTUAL REPRESENTATIONS AND WARRANTIES. Each party represents and warrants to the
other party that (i) this Agreement has been duly and validly executed and delivered by such
party and constitutes a legal and binding obligation of such party, enforceable against such party
in accordance with its terms; (ii) such party has the power and authority to enter into this
Agreement, to grant the licenses contained herein, and to otherwise perform its obligations and
covenants hereunder; and (iii) such party’s execution, delivery and performance of this
Agreement will not conflict with any applicable laws, rules, regulations or the terms of any
agreement between such party and any third party.

4.2. BY AFFILIATE. In addition to the representations and warranties set forth in Section 4.1, Affiliate
represents, warrants and covenants to HB that: (i) Affiliate and the Affiliate Content do and shall

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 comply with all laws, rules, and regulations throughout the world; (ii) Affiliate shall provide clear
and conspicuous disclosures on the Affiliate Content that the HB Marks and Link are advertising
as required under the United States FTC regulations and guidelines, and any equivalent foreign
regulatory bodies; (iii) the Affiliate Content does not and shall not infringe any copyright, patent,
trade secret, or any other intellectual property, proprietary, or other rights of third parties,
including rights of privacy and publicity; (iv) the Affiliate Content does not contain any malicious
or harmful code; (v) Affiliate shall not modify or tamper with the HB Marks, the Link or any
tracking codes, technology and/or methodology required or made available by HB, or otherwise
engage or encourage others to engage in abusive, illegal or fraudulent activity in connection
with this Agreement; (vi) Affiliate shall not, directly or indirectly, make a Qualified Purchase; and
(vii) Affiliate shall not use the HB Marks, HB’s name, brand, or any content created by HB in any
commercial materials or communications without HB’s prior written approval.

4.3. BY HB. In addition to the representations and warranties set forth in Section 4.1, HB represents
and warrants to Affiliate that the HB Marks, the Link and the HB Site (but specifically excluding
content distributed through the HB Site) will not infringe any copyright, patent, trade secret or
any other intellectual property, proprietary or other rights of third parties, including rights of
privacy and publicity.

4.4. DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, HB

EXPRESSLY DISCLAIMS, AND AFFILIATE HEREBY EXPRESSLY WAIVES, ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-
INFRINGEMENT, ABSENCE OF HIDDEN IMPERFECTIONS, MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE OR WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE
PRACTICE. HB PROVIDES THE HB MARKS, THE LINK AND THE HB SITE, TO AFFILIATE ON AN “AS
IS” AND “AS AVAILABLE” BASIS.

5. MUTUAL INDEMNITY; LIMITATION OF LIABILITY.

5.1. MUTUAL INDEMNITY. Each party agrees to indemnify, defend and hold the other party and its
officers, employees and agents harmless from and against any and all losses, liabilities,
expenses, judgments, settlements reasonably approved by the indemnified party, costs, or
damages (including attorneys’ fees) resulting from claims asserted by third parties arising out of
or in connection with this Agreement or the services provided hereunder, to the extent that
they were caused by the actual or alleged breach (by act or omission) of the indemnifying
party’s representations, warranties, or obligations set forth in this Agreement. This obligation
shall survive the termination of this Agreement.

5.2. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW,
EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN
SECTION 5.1, A PARTY’S BREACH OF SECTION 6 OR AS A RESULT OF A PARTY’S WILLFUL
MISCONDUCT, (A) NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL,
PUNITIVE, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES, EVEN IF SUCH PARTY WAS ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES; AND (B) EACH PARTY’S MAXIMUM LIABILITY UNDER THIS
AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNT OF THE FEES PAID TO AFFILIATE BY
HB DURING THE TWELVE-MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM OR CAUSE OF
ACTION RESULTING IN LIABILITY AROSE. IN NO EVENT WILL HB BE LIABLE FOR DIVERTED FEES
OR ANY LOSS ARISING THEREFROM.

6. CONFIDENTIALITY. Each party (the “Receiving Party”) acknowledges and agrees that certain
information that it may receive from the other party (the “Disclosing Party”) from time to time will
be Confidential Information of the Disclosing Party. For purposes hereof, the term "Confidential
Information" shall mean: (i) any information concerning or related to a the Disclosing Party’s products
or services that are not readily known to the public and that are intended by the Disclosing Party to
be confidential or marked as such; (ii) nonpublic information concerning the business or finances of
the Disclosing Party; and (iii) any other non-public information which if disclosed to a third party
could adversely affect a competitive advantage of the Disclosing Party. The Receiving Party shall (a)

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 use at least the degree of care it applies to its own information of similar nature, but no less than
reasonable care, in maintaining the confidentiality of the Confidential Information, (b) use the
Confidential Information only for the purposes fulfilling its obligations under this Agreement, and
(c) not directly or indirectly disclose any Confidential Information to any third party without the prior
written consent of the Disclosing Party, provided, however, that the Receiving Party may disclose
such Confidential Information to its directors, officers, employees, consultants and agents who have a
need to know the Confidential Information for purposes of this Agreement. The Receiving Party shall
ensure that those directors, officers, employees, consultants and agents to whom Confidential
Information is disclosed or who have access to Confidential Information are bound by non-disclosure
terms in content substantially similar to this Section 6.

7. TERM AND TERMINATION.

7.1. TERM. This Agreement shall commence on the Effective Date and shall continue in full force and
effect until either party terminates this Agreement as set forth in Section 7.2 below (the
“Term”).

7.2. TERMINATION OF AGREEMENT. Either party may terminate this Agreement for any reason or no
reason on seven (7) days prior written notice (for which email shall suffice) to the other party. In
addition to the foregoing, HB may terminate this Agreement immediately upon written notice to
Affiliate (for which email shall suffice) should HB determine, in its sole discretion, that
(i) Affiliate has breached Section 2.4 of this Agreement; (ii) Affiliate engaged or engages in any
behavior which harms or potentially harms: HB or any of HB’s business partners, or the
reputations of the foregoing; (iii) Affiliate Content harms or potentially harms: HB or any of HB’s
business partners, or the reputations of the foregoing; or (iv) engage or encourage others to
engage in abusive, illegal or fraudulent activity. In the event that HB terminates this Agreement
because of Affiliate’s behavior in accordance with Section 7.2(i)-(iv) and circumvents such
termination by creating a new account or otherwise re-entering the Affiliate Program, HB shall
have the right to immediately terminate such account and any fees accrued shall automatically
be Diverted Fees.

7.3. SURVIVAL. Sections 1, 4, 5, 6, 7, 7.3, 8 and 9 shall survive expiration or termination of this
Agreement and remain enforceable. At expiration or termination of this Agreement, Affiliate’s
licenses granted herein will immediately terminate, and Affiliate shall take steps to promptly
remove the Link from all Affiliate Content.

7.4. REPRESENTATION OF COUNSEL. Affiliate acknowledges that prior to signing this Agreement,
Affiliate has had the opportunity to consult with legal counsel regarding the terms set forth
herein.

8. GOVERNING LAW; ARBITRATION. The Website is controlled and operated by Humble Bundle from its
offices in the United States. This Agreement shall be governed by U.S. Federal law and the laws of the
State of California, U.S.A., without regard to its conflicts of law provisions, and Affiliate hereby
consents to the exclusive jurisdiction of and venue in the federal and state courts located in San
Francisco, California, U.S.A. in all disputes arising out of or relating to this Agreement. The application
of the United Nations Convention on Contracts for the International Sale of Goods is expressly
excluded. For any claim (excluding claims for injunctive or other equitable relief) under this
Agreement, the party requesting relief shall resolve the dispute through binding arbitration or
through small claims courts. If arbitration is selected, the arbitration will be governed by the
Commercial Arbitration Rules (collectively, "AAA Rules") of the American Arbitration Association
("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules and forms
are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitrator is bound
by the terms of this Agreement. Unless Affiliate and HB agree otherwise, any arbitration hearings will
take place in the county of Affiliate’s residence. If the claim being arbitrated is less than $10,000, then
the party filing the arbitration may choose to have the arbitration conducted by telephone, online,
and/or be solely based on written submissions. A hearing will be established according to the AAA
Rules for claims in excess of $10,000.

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 AFFILIATE AND HUMBLE BUNDLE AGREE THAT (A) THERE IS NO RIGHT OR AUTHORITY FOR ANY
DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES;
(B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED
REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (C) NO ARBITRATION SHALL
BE JOINED WITH ANY OTHER.

9. MISCELLANEOUS. The relationship of the parties under this Agreement is that of independent
contractors, and neither party will have the right to act as the agent of the other party. Any term of
this Agreement may be amended or waived only with the written consent of HB and Affiliate. Any
notice required or permitted to be given under this Agreement shall be delivered (i) by hand, (ii) by
registered or certified mail, postage prepaid, return receipt requested, to the address of the other
party as set first set forth above, or to such other address as a party may designate by written notice
in accordance with this Section 8, (iii) by overnight courier, or (iv) by fax or e-mail with receipt
confirmed or confirming copy mailed under the conditions described in (ii). Notice so given shall be
deemed effective when received, or if not received by reason of fault of addressee, when delivered.
The email address for delivering notice to Humble Bundle is <contracts@humblebundle.com> and to
Affiliate is the email address provided to Humble Bundle via the Registration Account, or to such
other e-mail address as a party may designate by written notice. This Agreement may not be assigned
by Affiliate without the written consent of HB. HB may assign this Agreement upon written notice to
Affiliate. Any assignment made in contravention of the above shall be void and of no effect. If any
provision of this Agreement is found to be invalid or unenforceable, such provision shall be severed
from the Agreement and the remainder of this Agreement shall be interpreted so as to best reflect
the original intent of the parties. This Agreement and the Exhibits attached hereto constitutes the
sole entire agreement between the parties pertaining to the subject matter hereof, and supersedes
all oral negotiations and prior writings with respect to the subject matter within this Agreement. If
any legal action or other proceeding is brought for the enforcement of this Agreement, or because of
an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of
this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable
attorney fees and all other costs incurred in that action or proceeding, in addition to any other relief
to which they may be entitled.

AFFILIATE EXPRESSLY ACKNOWLEDGES THAT AFFILIATE HAS READ THIS AGREEMENT AND THE
EXHIBITS ATTACHED HERETO AND UNDERSTANDS THE RIGHTS, OBLIGATIONS, TERMS, AND
CONDITIONS SET FORTH HEREIN. BY CLICKING “I ACCEPT,” AFFILIATE EXPRESSLY CONSENTS TO BE
BOUND BY ITS TERMS AND CONDITIONS AND GRANTS TO HUMBLE BUNDLE THE RIGHTS SET FORTH
HEREIN.

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 EXHIBIT A – HB MARKS

Humble Bundle

// End of Exhibit A //

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 EXHIBIT B – FEE CALCULATION & PAYMENT

FEE CALCULATION

Bundles
Each Customer will establish the price that such Customer will pay for the Bundle and the portion of
Adjusted Gross Revenues to be paid to (a) publishers and developers who license titles for the Bundle
(“Licensors”), (b) the charities identified with the Bundle (“Charities”), (c) to Affiliate (for a Qualified
Purchase), and (d) to HB, as dictated by the Customer’s use of the Bundle sliders. The default positions for
the Bundle sliders are determined by HB in its sole discretion. Affiliate acknowledges that each Customer
can modify the default positions drastically. Affiliate further acknowledges and agrees that the sliders only
become visible to Customers who click on the “Choose where your money goes” button to view the
Bundle sliders.

Affiliate’s portion of the revenue from each Qualified Purchase is calculated by multiplying the percentage
the Customer establishes to go to Affiliate using Affiliate’s slider for the Bundle, by the Adjusted Gross
Revenues for the sale:

X% = percentage Customer chooses to allocate to Affiliate

Formula: Affiliate Share = (X% x Adjusted Gross Revenue)

Affiliate’s total revenue for the Bundle (the “Fees”) will be computed by adding together the Affiliate
Share from each Qualified Purchase.

“Adjusted Gross Revenue” shall be defined as the total revenue HB actually receives from HB’s sales of a
Qualified Purchases, minus Deductions. “Deductions” shall mean: (i) refunds, returns, chargebacks, and
fees incurred by HB for chargebacks; (ii) taxes associated with the sale of the Bundle; (iii) any and all
payment-processing fees; (iv) IF the Bundle includes physical merchandise, an amount to cover the cost of
producing and distributing such physical merchandise; and (v) IF the Bundle includes a pre-order, an
amount to cover the pre-order as agreed between HB and the Licensor providing the pre-order title for
the Bundle.

Other Products
In addition to the foregoing, HB shall pay Affiliate a flat Fee per Customer who makes a Qualified Purchase
of Humble Choice for the first time. The Fee is determined by HB in its sole discretion; HB shall advise
Affiliate in writing (email sufficient) of the Fee or any change to the Fee.

For all Products other than Bundles and Humble Choice, HB shall advise Affiliate in writing (email
sufficient) of the method of Fee calculation.

PAYMENTS

Within thirty (30) days after the end of each calendar month during the Term, HB shall pay Affiliate the
Fees due for the previous calendar month.

All payments shall be in U.S. Dollars and shall be paid by electronic transfer to the bank account provided
by Affiliate in writing to HB. To the extent that the payment calculation results in a negative amount, that
negative amount will be carried forward and deducted from any future amounts otherwise payable by HB
to Affiliate under this Agreement or any other agreement between the parties. HB may deduct wire or
electronic transfer fees (if any).
// End of Exhibit B //

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