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Membership Agreement

*You must scroll to the bottom of the agreement before accepting the terms.
This Publisher Membership Agreement will govern your participation on the Network.  By clicking the “Accept” or similar acceptance box in any other language, you agree that the effective date of this Agreement is the date on which you click “Accept”. To print a copy of this Agreement, please use your browsers print command.  PLEASE BE ADVISED THAT YOU SHOULD NOT CLICK AND ACCEPT THIS AGREEMENT ON BEHALF OF AN ENTITY UNLESS YOU HAVE BEEN AUTHORIZED TO BIND THAT ENTITY TO THE TERMS OF THIS AGREEMENT.

PLEASE BE ADVISED THAT THIS AGREEMENT IS SUPPLEMENTED BY SUPPLEMENTS ATTACHED HERETO AS APPENDICES 1 THROUGH 4 and the  GDPR Addendum.  PLEASE CAREFULLY REVIEW ALL SUPPLEMENTS.

PUBLISHER MEMBERSHIP AGREEMENT

This Publisher Membership Agreement is between you (“you”) and Rakuten Marketing LLC dba Rakuten Advertising, a limited liability company organized and existing under the laws of Delaware, United States of America (“RA United States”), except that if your business is headquartered in, or, if you are an individual, you reside in:

•	Any European Economic Area (“EEA”) member state or Switzerland, then this Agreement is between you and Rakuten Marketing Europe Limited, a limited liability company organized and existing under the laws of the United Kingdom (“RM Europe”) and for purposes of this Agreement, you will be deemed to be a “European Region Publisher.”;
•	Australia, then this Agreement is between you and Rakuten Marketing Australia Pty Limited (“RM Australia”), a proprietary company limited by shares organized and existing under the laws of Australia; and for purposes of this Agreement, you will be deemed to be an “Australian Region Publisher”;
•	Any of the following countries: China, Hong Kong, India, Indonesia, Japan, South Korea, Philippines, Malaysia, Pakistan, Singapore, Taiwan, Thailand or Vietnam, then this Agreement is between you and RM Australia and for purposes of this Agreement, you will be deemed to be an “Asian Region Publisher”;
•	Brazil, then this Agreement is between you and Rakuten Marketing Brazil Limitada, a limited liability company organized and existing under the laws of Brazil (“RM Brazil”) and for purposes of this Agreement, you will be deemed to be a “Brazilian Region Publisher.” Each of RA United States, RM Europe, RM Australia and RM Brazil may also be referred to individually as a “Supplier Service Provider” and collectively as “Supplier.”

If you have registered for or on behalf of an entity you are deemed to have accepted this Agreement on behalf of that entity.

This “Agreement” refers to, individually and collectively depending upon the context, this Publisher Membership Agreement and any and all Network Policies and Guidelines or region specific payment policies, such as the Brazilian Region Payment Policies (collectively, the “Network Policies”) as in effect from time to time. The Network Policies can be accessed by clicking https://rakutenadvertising.com/legal-notices/affiliate-network-policies such other link that we may advise you from time to time.

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1.	Joining the Network

1.1.      Registration.  To use (or continue to use) the Network as a Network Publisher, you must provide Supplier with truthful, accurate and complete registration information. If any such information changes, you must immediately update your registration information.

1.2.      Accurate Registration Information.  Supplier has the right to verify the truth and accuracy of any registration information at any time. Please be advised that if any information is determined by Supplier to be misleading, inaccurate or untruthful, Supplier may restrict, deny or terminate your account and/or your access and use of the Offerings;

1.3.      Participation.  To join the Network, you must be either an entity or an individual who is at least 18 years old and must provide at your expense your own computer equipment and internet access.

1.4.      USE OF THE NETWORK.  IF YOU HAVE REGISTERED IN YOUR PERSONAL CAPACITY, YOU HEREBY ACKNOWLEDGE THAT SERVICES MADE AVAILABLE BY SUPPLIER TO NETWORK PUBLISHERS ARE PROVIDED FREE OF CHARGE AND SOLELY FOR THE PURPOSE OF FACILITATING BUSINESS TRANSACTIONS AND YOU AGREE THAT YOU WILL ONLY USE THE NETWORK SOLELY FOR THE PURPOSE OF FACILITATING BUSINESS TRANSACTIONS FOR YOUR BUSINESS AND FOR NO OTHER PURPOSE.  YOU FURTHER AGREE THAT WHEN USING THE NETWORK, YOU ARE ENGAGED IN BUSINESS ACTIVITY AND ARE NOT ACTING AS A CONSUMER.

2.	Defined Terms

2.1.      The following terms have the meanings indicated:
“Advertiser” means any person that owns or operates a Site and/or other business that can acquire customers or other types of end users by way of the internet.
“Content” means information, data, text, documents, software, music, sound, photographs, graphics and video.

A “corporate affiliate” of a person is any other person that, directly or indirectly, controls such person, is controlled by such person, or is under common control with such person, with “control” meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person.

An “end user” means an actual or potential consumer, customer or other natural person.
“Engagement” means any type of agreement or arrangement between you and a Network Advertiser, or in some cases, an agreement or arrangement between you and Supplier acting on its own behalf, that can be initiated or performed on or in relation to the internet, including affiliate marketing, performance based linking and online-to-offline tracking of tracked activities.  A “Direct Engagement” refers to those instances in which the Engagement is directly between you and Supplier, acting on its own behalf.

An “entity” means a sole proprietorship, corporation, partnership, limited liability company, trust, government agency or instrumentality or other entity recognized by law as a legal person separate from its owners.

The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”
“Intellectual Property Rights” means technology, templates, designs, Sites, domains, methodologies, processes, names, strategies, marks, logos, Content, documentation, training manuals, and other materials, as well as any and all patent, trade secret, trademark, copyright, moral rights, database rights and other intellectual property and proprietary rights, whether or not registered, therein and thereto.

A “link” means any software, software code, programming or other technology or method (or any combination of the foregoing) that (a) creates a hyperlink between two Sites, or (b) otherwise causes a Web enabled device to display to its user a “banner,” “button,” text-mention, word, phrase, logo or other textual or graphical material that, when activated by an end user, results in another Site being served to such person or such person being able to electronically access, receive or obtain Content, products, services or other offerings from the linked Site.

“Network” means the online affiliate marketing network operated by Supplier through which Network Publishers may enter into Engagements.
The phrase “provided by Supplier” or “Supplier-provided” shall, when used in relation to tools, services, resources or other offerings, encompass the provision thereof by Supplier or Supplier Related Parties.

“Network Advertiser” refers to an Advertiser that participates in the Network and, through such participation and use of the appropriate Offerings, desires or seeks to recruit Network Publishers to enter into Engagements.

“Network Publisher” means a person that participates in the Network and, through such participation and use of the appropriate Offerings, desires or makes itself available to be recruited or to enter into Engagements to display, distribute or place Qualifying Links for compensation.

“Network Publisher Account Area” means the Network Webpage(s) or other area of the Supplier Site having the URL designated from time to time by Supplier for use by Network Publishers for the purpose of facilitating formation of qualifying links, accessing reports and otherwise participating in the Network.

“Offerings” means offerings provided by Supplier or any Supplier Related Parties in the form of technology, software, reports and databases, customer support, account management and other client services, symposia, summits and other educational and networking events, as well as any other tools, services, and other resources that may be provided or otherwise made available from time to time.

A “person” is to be broadly construed and includes any natural person or entity.
“Personal Data” shall have the meaning ascribed to the terms “personally identifiable information,” “personal information,” “personal data” or any equivalent term under applicable Data Protection Laws but is limited to Personal Data processed under the terms of this Agreement.

“Platform Data” means all data and statistics associated or generated in connection with the Network or Offerings, but excluding any data provided directly by you.

“Prohibited Activity” means any of the following activities: (a) discrimination on the basis of race, ethnicity, gender, religion, sexual orientation, age or disability or any other unlawful basis under applicable law; (b) libelous, defamatory, threatening, harassing, tortious, or similarly abusive activities; (c) obscene, pornographic, sexually explicit or similar activities; (d) illegal gambling; (e) sale, export or use of illegal substances; (f) terrorism, sedition or other illegal activities; (g) offering of any MP3, MPEG and/or other proprietary materials for download, sale or otherwise, in any case without the permission of the owner of the Intellectual Property Rights or otherwise infringing the Intellectual Property Rights of any third party (h) a conflict or violation of any law, rule, regulation, self-regulatory principles, Your privacy policy, or any Intellectual Property Rights or other rights of any person or entity; (i) harm to minors in any way; or (j) fraudulent activities or impersonation of any person, including any Supplier (or Supplier Related Parties) representative, or misrepresentation of affiliation with any person.

A “Qualifying Link” means any type or format of link that is provided or authorized by Supplier to be displayed, distributed or placed on or by a Site pursuant to an Engagement and which, through addition and/or use of any technology and/or methodology, can be tracked so that such Supplier or a Network Advertiser can monitor the impressions, click-throughs and/or other tracked activities achieved by the display, distribution and/or placement of such link. The term “Qualifying Link” shall also refer to any equivalent link, mechanism or technology that, upon being activated, causes the same result as clicking on a Qualifying Link.

“Supplier Site” means, as the context requires, either (a) one or more Web pages, database, computer files, emails, scripts, software or other application, or other destination, together with supporting files and programming, that are on, provided, or accessible through the Web or works on or in relation to the Web, or (b) a person owning or operating any such Site, or (c) both.  A person that owns or operates a Site may have offline businesses which would not preclude it from being a Site for the purposes of this Agreement.

“Supplier Related Parties” means the corporate affiliates and contractors, licensors, licensees and suppliers of each Supplier Service Provider.

A “tracked activity” means any type of pre-agreed or predefined activity or result that is sought by an Advertiser in relation to a Qualifying Link. The kinds of tracked activities that an Advertiser may seek to complete through such arrangements may include, by way of example, the serving of an image, impressions, click-throughs, the sale of products or services, the downloading of software, files or other items, the completion of an application, registration or other form, the opening of an account, membership enrollment, the printing of a coupon (for offline redemption) or any other kind of action, transaction or activity that can be tracked and reported upon.

“Web” or “internet” or “online” means the global computer network currently referred to as the internet, including the World Wide Web, and any and all successor networks, irrespective of what wired, wireless or otherwise connected device, platform or technology is used to access it.

3.	Relationship of the Parties

In addition to and without limiting your obligations under this Agreement, your participation in the Network will require that you enter into Engagements. In such event, the terms and conditions of the relevant Engagement will govern your relationship with the contracting party, including your use of the Qualifying Links associated with that Engagement, the tracked activities sought, the compensation that might become payable, and any limitations or restrictions that may apply to your promotion of a Network Advertiser.  Except for Direct Engagements, Supplier is not a party to the Engagement and, unless otherwise expressly agreed in writing, has no obligation to you with respect to any such Engagement. Supplier will disclose to you in the terms of the Engagement or otherwise whether the Engagement is a Direct Engagement.  In case of any dispute as to whether the Engagement is a Direct Engagement, Supplier’s determination of the matter shall control and be binding on the parties.

4.	Participation

4.1.      Participation.  Subject to the terms and conditions in this Agreement, you have joined the Network as Network Publisher and may use the Offerings made available to Network Publishers.  Your participation is purely voluntarily, and you may terminate your participation at any time. Neither Supplier nor any Network Advertiser shall be construed or deemed as having solicited, requested or procured you or your services to promote Supplier or any Network Advertiser or its respective trade or business, or goods, products, property, or services.

4.2.      Not a Supplier, etc.  Except as otherwise outlined herein, you are not and shall not, at any time, be deemed to be a vendor, supplier or provider of goods or services to Supplier.   Your participation in the Network, use of any Offerings or receipt of payment of any compensation under any Engagement shall not be construed or be deemed to be an inducement for, solicitation of you to provide any products or services to Supplier.

4.3.      Prohibited Activities.  In respect of or in relation to any Site (or portion thereof) used by you in connection with your participation in the Network, you may not engage in any activity that is or constitutes, or that involves, facilitates, advocates or promotes any Prohibited Activity.

5.	Qualifying Links

5.1.      Use of Qualifying Links.  Each Qualifying Link used by you must include, in unaltered form, the Supplier tracking code in the manner and format made available or otherwise dictated by Supplier.

5.2.      Valid Referrals Only.  You will place or use Qualifying Links only with the intention of delivering the agreed upon tracked activities. You may not, nor knowingly permit any person to, activate or attempt to activate a Qualifying Link or inflate or attempt to inflate the amount of any sought-after or resulting tracked activities, including but not limited to the use of any method or technology that does not actually deliver an end user to the destination Site associated with such Qualifying Link.

5.3.      Final and Binding Determinations.  Supplier’s determination as to whether a tracked activity resulted from a Qualifying Link shall be final and binding on you.

5.4.      Distribution of Qualifying Links.  If you currently distribute, or plan to distribute, Qualifying Links on, to or through Sites other than those owned or operated by you, you hereby agree (i) that upon Supplier’s request from time to time, you will provide Supplier a list of Sites that are not owned or operated by you (together with any reasonably requested information about any such Sites) where Qualifying Links (and associated materials) have been, or are planned to be distributed and/or used, and (ii) to provide prompt and reasonable cooperation to Supplier in responding to any requests, complaints, claims or other issues raised by any Network Advertiser regarding where and how such Network Advertisers Qualifying Links are distributed and/or used, including ceasing further distribution of such Qualifying Links (and associated materials), as appropriate. You agree that you will be liable for any breach of this Agreement that results from an act or omission of any third-party Site that you use to display Qualifying Links.  Supplier reserves the right to prohibit you from distributing Qualifying Links to or displaying Qualifying Links on third party Sites.

5.5.      No Modification, Etc. of Qualifying Links.  You agree that you will not modify, circumvent, impair, disable or otherwise interfere with any tracking codes and/or other technology and/or methodology required or made available by Supplier and/or the Network Advertiser to be used in connection with your use of any Offerings, including the promotion and display of Qualifying Links.  You further agree that you may not create your own Qualifying Links unless specifically authorized to do so by the relevant Network Advertiser or Supplier, in which case you agree to comply with any of the Network Advertisers or Supplier applicable terms and conditions.

5.6.      Termination of Qualifying Links.  Supplier or the relevant Network Advertiser may terminate any Qualifying Links associated with any Engagement. You must remove any Qualifying Links after being notified of any termination of the corresponding Engagement, including due to termination or expiration of a relevant Network Advertisers participation. If Qualifying Links are not so removed, Supplier may redirect such links as it determines in its sole discretion, with or without compensation to you.

5.7.      No Modification of Content.  You may not modify, resize, reformat, edit or otherwise alter any Content provided by any Network Advertiser, unless expressly authorized to do so by the relevant Network Advertiser. In such event, any such modifications shall be strictly limited in accordance with such Network Advertisers specific authorization.

5.8.      Discontinuing Use of Qualifying Links.  You may at any time discontinue use of Qualifying Links by removing such Qualifying Links from your Site, with or without notice to Supplier provided however you shall remain subject to the terms of the relevant Engagement and this Agreement until you separately terminate such Engagement(s) or this Agreement.

6.	Reports

6.1.      Revisions.  You will have access to Offerings made available to Network Publishers, including reports that detail tracked activities generated by your Site and any corresponding commissions that you have earned.  Supplier reserves the right to revise any report made available to you at any time if we (or a Network Advertiser) believe that the report contains an error or omission or otherwise requires an adjustment.  Since the reports Supplier provides to you and Network Advertisers are the basis for calculating the compensation, if any, due to you from that Network Advertiser, any such revision may affect the amount of compensation to which you are entitled. You agree and acknowledge that in the event of any discrepancies arising out of your or any third party’s measurements or tracking, Supplier’s reports will control, including, without limitation, with respect to the compensation or commissions due to you.

6.2.      Data Furnished by Network Advertisers.  In providing Offerings, including giving you reports on your Network activities, Supplier relies on data provided or made available by Network Advertisers. Supplier is not obligated to confirm, and does not warrant or guarantee, the accuracy, truth or completeness of any data provided by Network Advertisers.

6.3       Data Ownership. As between you and Supplier, you will own all data provided by you or that you independently collect through your Sites without the use of Offerings including any and all Intellectual Property Rights, title and interest related thereto. All data provided by you shall be deemed Content covered by the license granted by you under this Agreement.  All Intellectual Property Rights, title and interest in or relating to the Platform Data belong to and shall remain the exclusive property of Supplier and shall be deemed its Content.  All Content provided by Supplier shall be deemed to be covered by the license granted under this agreement. Except as expressly provided in this Agreement, this Agreement does not constitute an express or implied grant of any rights to a party’s Intellectual Property Rights, including all goodwill associated therewith.

6.4.      Errors.  If you believe that any of your Publisher reports for any month contains errors in the data about an Engagement you must, using the contact information provided by the Network Advertiser and Supplier in the Network Publisher Account Area, notify that Network Advertiser (with a copy to Supplier) or Supplier directly in the case of a Direct Engagement, within ten (10) days after the end of that month or any shorter period in relevant Engagement so that, if possible, the matter may be resolved. If any Publisher reports for any month are corrected or adjusted after the end of the month, then the period in which you must notify the Network Advertiser (with a copy to Supplier) of errors in the corrected or adjusted data shall be ten (10) days after such correction or adjustment is posted or any shorter period in the relevant Engagement. Except for Direct Engagements, any dispute between you and a Network Advertiser about any error you report must be resolved by you and that Network Advertiser. Except for Direct Engagements, in the event Supplier is in receipt of funds from a Network Advertiser for the purpose of paying commissions to you, and a dispute arises between you and the Network Advertiser regarding the amount of the funds that are due, or regarding who is entitled to receive the funds that are due, Supplier will be entitled to hold or return such funds to the Network Advertiser, and to decline to offer further services until such dispute is resolved and Supplier is notified, in writing, by all parties, that payments should resume. You agree that Supplier shall have no obligation and incur no liabilities to you in connection with any such dispute.

6.5       Backing-up Data and Other Precautions.  Data transfer, conversion, processing and storage may be subject to human and machine errors, delays, interruptions and losses. Supplier shall not be liable for any such events or their consequences. You are solely responsible for adopting measures to limit the impact of such events, including backing up any reports or data provided to you. Supplier may, from time to time, with or without notice, change the time period covered, type and/or scope of current or historical data stored by Supplier and/or to which it provides you with access.

7.	Privacy

7.1.      General Compliance.  You agree that you will comply with all privacy and data security laws, rules, regulations and self-regulatory principles (“Data Protection Laws”) applicable to you.

7.2.      Privacy Policy.  You will maintain a privacy policy on all Sites employed by you in connection with your participation in the Network that complies with any and all applicable Data Protection Laws.  In addition, the privacy policy, shall, at minimum, (a) be linked conspicuously from such Site’s home page, with a link that contains the word “Privacy”, “Legal”, “Terms” or similar language; (b)  in addition to the disclosures about your privacy practices, identify the collection, disclosure and use of any information of end users (including, without limitation, as contemplated under this Agreement) and such other disclosures required by all applicable Data Protection Laws; (c) offer an opportunity to exercise an end user’s rights and choice with respect to their Personal Data as required by applicable Data Protection Laws, including, without limitation, the ability for end users to affirmatively agree to use of their information or opt-out of the collection or use of data on any of your Sites, as well as an easy-to-use mechanism or method that enables end users to opt out of Interest-Based Advertising (as defined below). Such privacy policy shall also provide information on your use of tracking devices, including cookies and tracking devices enabled by Supplier at your request on your behalf and also contain descriptions of data collection for Interest-Based Advertising.  Your privacy policy will also include information about the removal of cookies and other tracking devices.  You agree that you will provide notice of data collection and use practices and the choices (including opt-out) available to visitors to your Sites, in or around Qualifying Links and other advertising content. “Interest-Based Advertising” means each of (i) the collection of data across multiple digital properties or other sources for the purpose(s) of profiling and delivering advertising based on preferences or interests known or inferred from the data collected and (ii) the collection of data about a user’s activity on or in one digital property or source for the purpose(s) of profiling and delivering advertising based on that data on a different digital property.

7.3.      European Privacy Laws.  “EU Privacy Laws” means the European Union General Data Protection Regulation (“GDPR”), the European Union Directive on Privacy and Electronic Communications (the ePrivacy directive) and any local implementing laws, including any subsequent legislation replacing or amending any such laws from time to time.   Note that European Privacy Laws may apply to you if (i) you operate from an EEA member state or Switzerland; or (ii) you market to or target individuals in an EEA member state or Switzerland; or; (iii) you collect or otherwise process any Personal Data (as such term is defined under GDPR) from users in EEA member states or Switzerland. If any of the foregoing apply or you are otherwise subject to EU Privacy Laws then you hereby represent, warrant, covenant and agree that you will (a) comply with EU Privacy Laws and all of the obligations set forth in the General Data Protection Regulation Addendum (“GDPR Addendum”) which is incorporated by reference herein and available at https://rakutenadvertising.com/legal-notices/gdpr-addendum-to-pma as modified by us from time to time; (b) inform end users in a prominent manner of their rights under EU Privacy Laws and that you use tracking devices and cookies for advertising purposes, including Interest-Based Advertising; and (c) obtain end user consent to place tracking devices, such as cookies (including those enabled by Supplier at your request on your behalf) on such end users’ computers and internet enabled devices and provide information regarding the removal of such tracking devices.  Further you will share such consent with Supplier in the manner set forth in the GDPR Addendum.
If you determine that EU Privacy Laws do not apply to you, then you shall provide Supplier with your analysis concluding the same or, provide detailed information regarding the specific steps you take to ensure that individuals located in the EU do not visit your Site via our services and technology.

7.4.      Brazilian Privacy Laws.  If you operate your Site from Brazil or your sites receives or targets end users located in Brazil, you are subject to the Lei Geral de Proteção de Dados (LGPD – law 13.709/18), (“Brazilian Privacy Law”), which, among other things, establishes rights for end users and creates a series of obligations for the providers of internet applications and connections, principally as a means of guaranteeing freedom of expression and privacy for users and you agree to comply with the Brazilian Privacy Law.  You further agree that:
a. You will not collect, use or store any information or data about an end user without first obtaining that end users express authorization in accordance with the Brazilian Privacy Law.
b. Any use by you of Qualifying Links as described in this Agreement shall comply with the Brazilian Privacy Law.
c. You will obtain the express authorization of end users to collect, use or share that end users’ data, including authorization to use third parties to collect, use or share such information on your behalf.
d. You obtain consent of end users to place tracking devices, such as cookies (including tracking devices enabled by Supplier at your request on your behalf) on such end users’ computers, including where required, information regarding the option to opt-out or remove cookies/tracking devices to the extent required under the Brazilian Privacy Law.
e. You shall take additional measures to comply with any provisions of the Brazilian Privacy law limiting the transmission of unsolicited commercial email.

7.5      California Privacy Law.  The collection of Personal Data that occurs as part of your participation in the Network will require disclosures regarding the collection, use and sale of end user personal information that are triggered when a user accesses links or advertisements on your site, and may involve your sale of Personal Data to Supplier governed by the California Consumer Privacy Act of 2018 and its implementing regulations, as may be amended from time-to-time (collectively, the “CCPA”).  The requirements set forth in this section are effective starting January 1, 2020:
a. you hereby represent, warrant and covenant that you will provide the required notice and opt-out links specified by Supplier, or as otherwise agreed by you and Supplier;
b. if you operate a subnetwork, you represent, warrant and covenant that you will require participants in your subnetwork to provide the required notice and opt-out links specified by Supplier, or as otherwise agreed by you and Supplier;
c. if you qualify as a business under the CCPA, then you hereby represent, warrant, covenant and agree that (i) you will provide end users disclosures required for the parties to collect, receive, disclose, use and sell Personal Data under the terms of this Agreement in accordance with the CCPA; and (ii) to the extent an end-user properly executes their right under the CCPA to opt-out of the sale of Personal Data about them, you will promptly communicate the opt-out to Supplier using the specifications identified by Supplier; (iii) once Supplier processes any such opt-out, you agree that Supplier will be a service provider to you with respect to any Personal Data processed about that end user under the terms of this Agreement. As a service provider, Supplier shall not collect, retain, use, sell or otherwise disclose any relevant Personal Data for any purpose other than as required by applicable law or for the specific purpose of performing the services specified in this Agreement, including the processing of Personal Data to improve the advertising services made available to you by Supplier.
If you determine that CCPA does not apply to you, then you shall provide Supplier with your analysis concluding the same or, provide detailed information regarding the specific steps you take to ensure that individuals residing in California do not visit your Site via our services and technology.
If you fail to comply with the requirements of this section, Supplier reserves the right to suspend payments that Supplier reasonably believes is related to actions by a California resident, or to suspend or terminate your account pursuant to Section 20 of this Agreement.

8.	Your Obligations

8.1.      No Solicitation.  You may not use any Offerings in connection with aggregating, soliciting or recruiting Network Advertisers, Network Publishers or other Sites or other persons to form or join a marketing, advertising or similar network.

8.2.      No Sublicense, etc.  You may not sublicense, rent, lease, sell, resell, outsource or service bureau any Offerings, and any attempt to do so shall be null and void.

8.3.      No Reverse Engineering.  You will not make unauthorized modifications, reverse engineer, disassemble, decompile or attempt to derive source code of any Offerings.

8.4.      No Hacking, etc.  You agree not to hack, abuse, adversely interfere with, infect with viruses, worms or other malicious or destructive code, or use or cause to be used in extraordinary and unreasonable or inappropriate ways or amounts, any Offerings, including any servers, bandwidth supply, equipment, software and other technological resources provided by Supplier.

8.5.      No Spam.  You may not use any Qualifying Links in any electronic message unless (a) you have received the express written authorization of Supplier or the Network Advertiser to use email or other electronic messages to promote it or its Qualifying Link and (b) any and all such electronic messages comply in all respects with this Agreement, the Network Advertisers terms and conditions, and any and all applicable foreign, national, federal, state, local or provincial laws prohibiting or restricting the delivery of unsolicited electronic communications, also known as SPAM. Further, no electronic message initiated or sent by you or on your behalf may identify Supplier or, except as expressly authorized by an individual Network Advertiser, any Network Advertiser as a sender or sponsor of such electronic message.

8.6.      No Interference.  You may not, through downloadable or other technology, replace, intercept, redirect, block, alter or otherwise interfere with the full functioning and intended actions of any Qualifying Link that has been placed or distributed by another Network Publisher including any action that would in any way prevent the behavior or result that would occur or would have occurred had an end user activated such Qualifying Link without your interference.

8.7.      No Infringing Uses.  You may not use any name, trademark, service mark, domain name or other Intellectual Property Rights of any third party in connection with your use of any Qualifying Links, the Network or any other Offerings, in any way or for any purpose that infringes or violates any Intellectual Property Rights or other rights of such third party, whether for the purpose of increasing the levels of tracked activities attributable to your Qualifying Links or for any other purpose.

8.8.      Fraud, Abuse, etc.  You will not, and will not knowingly permit other persons to, engage in any fraudulent, abusive or illegal activity in connection with your participation on the Network or in connection with any Network Advertiser’s program or Engagement.

9.	Grant of License to You

9.1.      Your Use of Offerings.  Supplier grants to you a personal, non-exclusive, non-transferable, non-sublicenseable revocable and limited license and right, subject to the terms of this Agreement, to:
a. Use the Offerings, to participate in the Network as a Network Publisher;
b. Access the Network Publisher Account Area necessary for your participation in the Network;
c. Solely for your use in connection with your participation in the Network, access reports made available to you by Supplier;
d. Use any software code or other Content that is provided by Supplier solely for the purpose of creating and maintaining Qualifying Links in accordance with the terms of this Agreement and your Engagements, for such purpose, and no other purpose, but only in the form so provided.

9.2.      Limitations.  Except as provided in this Section 9, all other use of the Offerings, including the Network, the Network Publisher Account Area, any reports made available to you by Supplier and software code or Content, including modification, publication, transmission, transfer or sale of, reproduction, creation of derivative works, distribution, performance, display, incorporation into another Site or mirroring is prohibited. Supplier may change the form and/or content of any report at any time without notice to you.

9.3.      Use of the Supplier Name.  This Agreement does not grant to you any license or right to use Supplier’s name or any of its logos or trade or service names or marks except to the extent any trade or service name is part of any code made available to you as part of a Qualifying Link. Any proposed press release or other public announcement by you regarding this Agreement or the Network or that refers to Supplier or any of its corporate affiliates, either directly or indirectly, shall require the prior written approval of Supplier. You agree that you shall not disparage Supplier, any Supplier Related Parties, the Network or any other participants thereof.

9.4.      Duration of License Rights; Reservation.  The license set forth in Section 9.1 (Use of Offerings) is valid only while you remain a member of the Network as a Network Publisher and comply fully with this Agreement.   Supplier may revoke any such license at any time by giving you notice by e-mail or in writing. Supplier reserves all rights that are not specifically granted to you by this Agreement.

10.	Grant of Licenses to Supplier

10.1.    Use of Your Content.  Other than as provided below and in Section 7.5, in order to participate in the Network, you are not required to provide Supplier with any Content or other materials. Should you do so, by way of uploading, delivering or otherwise making available to Supplier any Content and/or other materials (including any Intellectual Property Rights therein and thereto), you hereby grant, to Supplier a non-exclusive, worldwide, royalty-free, sublicenseable perpetual license to use and store the same including in relation to Supplier’s conduct of its business or performance of any services in relation to the Network.

10.2.    Use of Your Business Contact Information.  Supplier and Supplier Related Parties may use your contact information (a) for the purpose of facilitating your participation in the Network, which may include, indexing your name and relevant information about your business in the Network Publisher database, (b) making such information available to Network Advertisers in furtherance of possible business relationships, (c) to facilitate payments to you, (d) to contact you generally regarding your use of the Network (and you agree to receive email and other communications regarding the Network and your participation in the Network from Supplier and any Supplier Related Parties), (e) for overall benchmarking and analysis of the Network and (f) to conduct an investigation to determine if you have violated any provision of this Agreement and as part of such investigation Supplier may share your Personal Data with a third party or a law enforcement agency that needs such information in order to support such investigation.  If you live or if you are a business that is headquartered in Europe, you hereby acknowledge and agree that your Personal Data may be transferred or stored outside the EEA and Switzerland in order to facilitate your use of the Offerings, including processing commission payments owed to you by Network Advertisers. This transfer is done via Supplier’s Binding Corporate Rules (https://corp.rakuten.co.jp/privacy/en/bcr.html).

10.3.    Use of Your Name.  Supplier will not use any of your logos and/or other trademarks without your prior written approval, except as expressly provided in this Agreement. Any and all uses of your logos and/or other trademarks shall be in accordance with your specified usage and/or brand guidelines.  Nothing in this Agreement shall prevent Supplier from making any public or private statements about your business relationship with Supplier and/or any Network Advertiser and/or your participation in the Network and You agree that Supplier may refer to you by name in connection with the Network and/or the performance or provision of any Offerings, including in communications sent to actual or prospective participants of the Network.

11.	Representations and Warranties 
You hereby represent, warrant, covenant, undertake and agree follows:
a. You have the legal right to conduct any business conducted by you including in respect of any Site(s) participating in the Network and to the extent that you are an individual, you are at least eighteen years of age; and
b. Any and all information you provided as part of the registration process or otherwise is and shall be truthful, accurate and complete, irrespective of any independent verification or other determination made by Supplier; and
c. This Agreement has been duly and validly authorized, accepted, executed and delivered by you (or your authorized representative) and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms; and
d. The performance by you of this Agreement and any Engagement to which you are or become a party does not and will not conflict with or violate (i) any law, rule, regulation, order, judgment, decree, agreement or instrument applicable to you, and (ii) if you are an entity, any provision of your certificate of incorporation or other organizational documents.

12.	Non-Disclosure 

12.1.    Confidential Information.  You acknowledge that in connection with your participation in the Network and/or in one or more Engagements you will be provided with confidential and proprietary data and information from time to time. Such confidential and proprietary data and information may be owned variously by Supplier or Network Advertisers and/or its or their suppliers or contractors.  Confidential information of Supplier includes but is not limited to information about tracked activities contained in reports, non-public information about Advertisers and software code made available to you by Supplier to facilitate your participation in the Network.

12.2.    Duty of Care.  You will keep confidential information, including reports, data and other information provided to you through the Network Publisher Account Area or otherwise strictly confidential. Without Supplier’s prior written consent, you will not disclose any such confidential information to any third party or use any such confidential information other than solely as and to the extent required for you to perform under this Agreement and/or your Engagements.

12.3.    Need to Know Basis.  You may disclose any such confidential information only to your employees, officers, directors, lawyers or business advisors who need to know such information in order to perform their respective duties; provided that each such person has a legal or contractual obligation to maintain the confidentiality of such information.

12.4.    Legally Required Disclosures.  If you receive any document request, interrogatory, subpoena or other legal process (“Request”) that would, by its terms, require the disclosure of any confidential information protected by this Agreement, then promptly upon receipt thereof, and prior to making any response thereto, you will, unless otherwise prohibited by law or an order of a competent court, notify Supplier in writing of your receipt of such Request, and shall provide a copy thereof. Upon receipt of such notice, Supplier may seek to intervene in the matter in which the Request was issued to seek protection of the confidentiality provided for by this Section. Absent written agreement signed by Supplier, you may not make such disclosure absent an order or directive from the tribunal from which a Request was issued.  Supplier will be entitled to seek and obtain injunctive relief preventing any breach of your obligations under this Section, without the need to show irreparable harm, and without the need to post a bond or undertaking.

13.	Payment; Fees

13.1.    Network Advertiser Responsible for Payment.  Except for Direct Engagements: You acknowledge and agree that (a) your entitlement to any compensation reported with respect to any tracked activity (including if reported) is solely a function of the terms of your Engagement with the relevant Network Advertiser and that such Network Advertiser is solely responsible for its payment; (b) Supplier is not liable or responsible for payment or collection even if Supplier performs the function of processing payments to you on behalf of Network Advertisers; (c)  your entitlement to any compensation reported with respect to any tracked activity is subject to Supplier’s receipt of funds from the Network Advertiser associated with the Engagement giving rise to the purported compensation; and (d) in the case of a Direct Engagement any compensation due to you is ultimately determined, and payable, by Supplier.

13.2     Facilitating Payments.  For your Engagements with Network Advertisers, Network Advertisers may remit payments for commissions or other payment obligations owed to you through Supplier.  Supplier, as a service to Network Advertisers, has agreed to remit such monies to you or, in the case of any adjustments for errors or otherwise under the Engagement with the Network Advertiser, return all or a portion of the monies to the Network Advertiser.  You acknowledge and agree that such payments are made to and for the benefit of you only, and not to, or for the benefit of, or for the account of Supplier, and not for or on account of any debt of the Network Advertiser to Supplier.  You also acknowledge and agree that with respect to your Engagements with Network Advertisers, Supplier is merely facilitating payments between the Network Advertiser and you and that Supplier is merely a conduit for such Network Advertiser payments to you.  Supplier agrees that it will not use any monies for such payments to you for Supplier’s own use or purposes except for the charges and/or offsets that you have agreed to in this Agreement.  You agree that Supplier shall have no liability to you for performing the function of processing payments from Network Advertiser and you under Engagement.

13.3     Direct Engagements.  Notwithstanding anything to the contrary in Sections 13.1, 13.2, 13.7 and 13.8 herein, it is understood that with respect to Direct Engagements: (a) you will be agreeing to terms and conditions of the Direct Engagements with Supplier (where Supplier is acting as principle); (b) all your compensation will be paid directly from Supplier; and (c) you will not have a direct relationship with the Network Advertiser.

13.4.    Affiliate Programs of Brazilian Network Advertisers.  If you participate in the affiliate marketing program of a Brazilian Network Advertiser then you may be subject to and required to comply with applicable Brazilian tax and other laws.  You hereby agree to comply with all applicable Brazilian laws, rules and regulations, including any applicable tax laws. You also acknowledge and agree that you will comply with the Network Policies as they relate to working with Brazilian Advertisers, including the requirement that you submit an invoice for payment to RM Brazil for commissions earned in connection with Engagements with Brazilian Advertisers.

13.5.    European Region Publishers.  If you are a European Region Publisher or operate your business from a location or in a manner that subjects you to the tax laws of any EEA member state or Switzerland, then you hereby agree that Supplier, as a limited commercial agent, is authorized to invoice and collect in your name and on your behalf, the compensation due to you pursuant to this Agreement or your Engagements with any Network Advertisers.  Supplier will pay over to you any such sums collected in your name and on your behalf.  In order to enable Supplier to collect sums on your behalf from an Advertiser you must provide Supplier with all necessary financial and tax information, including your Value Added Tax (VAT) and company registration numbers, if applicable. You acknowledge and agree that you have access to copies of all invoices issued by Supplier in your name and on your behalf.  You may raise any objections to the content of the invoices issued in your name and on your behalf with Supplier within ten (10) days after the date of issue of the invoice.    You acknowledge and agree that You retain full responsibility for: (a) fulfilling your obligations with respect to VAT, if applicable; (b) paying the VAT, if applicable, on the commissions collected and paid to you by Supplier on your behalf; (c) immediately reviewing all invoices and requesting copies of any reports or invoices not received from Supplier; (d) advising Supplier of any changes to your company’s tax identification information; and (e) otherwise complying with all applicable tax laws, rules and regulations.

13.6.    Australian Region Publishers.  If you are an Australian Region Publisher or operate your business from a location or in a manner that would subject you to compliance with Australian tax law, then you hereby agree to comply with any applicable tax laws, rules or regulations, including A New Tax Systems (Goods and Service Tax) Act 1999 (“GST Law”).   You acknowledge and agree that Supplier is entitled to rely (without further inquiry) on any representations made by you in relation to your compliance, with the GST Law, including in relation to your GST status.

13.7.    Payment Terms.  The fact that a compensation amount is reported for any tracked activity does not necessarily mean that a payment is due to you from the relevant Network Advertiser under the applicable Engagement, since payment may be subject to conditions established by that Network Advertiser, including policies regarding order cancellation, returned merchandise, receipt of pending credit card authorizations and/or chargebacks and minimums for earned compensation before payment is made.

13.8     Disputes.  Supplier is under no obligation to investigate or resolve any claim or dispute involving you and any Network Advertiser or other third-party person.  If Supplier, in its sole discretion, elects to investigate or otherwise become involved in any such claim or dispute, it shall not thereby undertake, assume or have any duty, obligation or liability to you or any other party to the claim or dispute.

13.9     Inactivity.  If your Publisher account is inactive for more than twelve (12) consecutive months, Supplier reserves the right to debit your Publisher account balance in accordance with the schedule below to cover the cost of account maintenance until (a) you reactivate your account by generating a commissionable activity through a Qualifying Link associated with your account, or (b) your account balance is zero.  If the balance in your inactive account is or becomes zero, Supplier reserves the right close the account permanently and cease to maintain your account records and Publisher program access.  The inactive account maintenance charge will not cause your account balance to become negative and will not cause you to owe money to Supplier. Your Publisher account becomes “Inactive” when you have failed to generate commissionable activity through a Qualifying Link associated with your account for a period of 12 consecutive months.
Inactivity Fee Schedule:
(i). If your account balance is greater than 100 currency units, a monthly fee the lessor of (a) 50 currency units or (b)10% of the outstanding balance will be assessed;
(ii). If your account balance is less than 100 currency units, a monthly fee of 10 currency units will be assessed;
(iii). If your account balance is less than 10 currency units, a fee equivalent to the full balance in your account will be assessed.
A “currency unit” is the standard unit of monetary value used to calculate commissions in your account.  For example, if you have selected to be paid in US Dollars in your account, then the applicable currency unit is US Dollars.

13.10.  Right to Assess Fees.  Supplier may, at any time upon prior written notice to you as described below, commence charging or assessing fees in relation to any or all Offerings made available to you including your participation on the Network(s).. You may elect not to pay any such fees by discontinuing your participation in all Offerings prior to the commencement of such fees.

Supplier may withhold and offset any fees or other charges owing to Supplier against any and all compensation and/or other fees that are then unpaid to you. Following assessment of any fees or other charges owing to Supplier, and subject to Supplier holding any amount it determines in its sole discretion to be needed to support any of your indemnification and/or other obligations and/or liabilities under this Agreement, Supplier may refund any remaining monies to any of the Network Advertisers with which you had entered into an Engagement. Such withholding of such compensation and/or other fees is in addition to any other rights and remedies that Supplier or any Network Advertiser may have in contract, at law or in equity.

13.11. Tax. You agree that you are solely responsible for any and all tax obligations, if any, due to all taxing authorities arising from or in connection with any compensation earned by you as a result of your participation in any Offerings, the Network or any Engagement.

13.12.  Exchange Rate Risk.  In the event that Supplier is retained by a Network Advertiser to process payments on its behalf, you may be permitted, at Supplier’s sole discretion, to elect to receive payment in a currency other than the default currency for the applicable the Network Advertiser. You agree that, should you choose to do so, you will bear all risk of any fluctuations in the applicable currency exchange rate.

14.	Compliance with Laws
Without limiting any other provision of this Agreement, you and your corporate affiliates, officers, directors, employees, consultants, agents and representatives, and the activities of your business, your performance under any Engagements, and your use of the Network and/or Offerings shall comply at all times with all applicable federal, state, provincial and foreign laws, ordinances, rules, regulations, orders, judgments and decrees.

15.	Termination of Network Advertisers
Any Network Advertiser’s participation in the Network may end or be suspended for a number of reasons, including expiration or early termination of its advertiser agreement with Supplier, and you may not necessarily receive any prior notice that such Network Advertiser’s participation has been suspended or terminated.  If that happens, Supplier may, without notice to you, terminate or suspend all Qualifying Links that you have with that Network Advertiser immediately or, in Supplier’s discretion, at any time thereafter. Supplier shall have no obligation or liability to you because of any such termination of Qualifying Links or the termination or suspension of any Network Advertiser.

16.	DISCLAIMER OF WARRANTIES

16.1.    AS-IS. THE NETWORK AND ANY SUPPLIER OFFERINGS ARE PROVIDED “AS IS”, “WHERE IS” AND “AS AVAILABLE.”

16.2.    DISCLAIMER.  EACH SUPPLIER SERVICE PROVIDER AND EACH OF THE SUPPLIER RELATED PARTIES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEREBY DISCLAIMS ANY AND ALL WARRANTIES  , EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY AS TO ACCURACY, ADVERTISERABILITY, COMPLETENESS, CURRENTNESS, SECURITY, NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE NETWORK OR ANY OFFERINGS OR THAT YOUR USE OF THE SAME WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY QUALIFYING LINKS OR NETWORK ADVERTISER WILL BE AVAILABLE  OR CAN OR WILL BE WILLING TO ENTER INTO ANY ENGAGEMENT WITH YOU.

17.	LIMITATION OF LIABILITY

17.1.    LIMITATION.  YOU AGREE THAT THE TOTAL LIABILITY OF SUPPLIER AND SUPPLIER RELATED PARTIES, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS AND REPRESENTATIVES, TO YOU FOR ANY CLAIMS MADE UNDER THIS AGREEMENT WILL NOT, IN THE AGGREGATE, EXCEED AN AMOUNT EQUAL TO THE LESSER OF (A) THE AVERAGE OF COMMISSION FEES PAYABLE TO YOU BY NETWORK ADVERTISERS DURING THE THREE (3) MONTH PERIOD PRIOR TO ANY SUCH CLAIM, AND (B) USD$1,000 (USD ONE THOUSAND DOLLARS). YOU RECOGNIZE AND ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS FAIR AND REASONABLE, IN LIGHT OF THE FACT THAT SUPPLIER IS PROVIDING THIS SERVICE AT NO CHARGE TO YOU.

17.2.    NO CONSEQUENTIAL DAMAGES. NONE OF SUPPLIER AND SUPPLIER RELATED PARTIES WILL BE LIABLE TO YOU (WHETHER IN CONTRACT OR BASED ON WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS, EVEN IF SUCH ENTITY WAS AWARE THAT SUCH DAMAGES COULD RESULT.

17.3.    APPLICABILITY.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN LIABILITIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF THIS SECTION 17 MAY NOT APPLY TO YOU.

18.	Indemnification

18.1.    Indemnification.  You agree to defend, indemnify and hold harmless Supplier and Supplier Related Parties, and its and their directors, officers, employees, agents, subcontractors and representatives for and against any and all claims, actions, demands, liabilities, losses, damages, penalties, interest, judgments, settlements, costs and expenses (including reasonable attorneys’ fees) that directly or indirectly arise out of or are based on (a) any breach of your obligations under this Agreement including a breach of any representation, warranty, or covenant made by you in this Agreement, (b)  you engaging in any Prohibited Activity (c) any breach by you of any Engagement, (d) any violation by you of any law, regulation or rule, (d) your inappropriate use of any other Offerings, (e) your negligence or willful misconduct, and/or (f) any actual or alleged infringement by you of any Intellectual Property Rights or other rights of any person.

18.2.    Control of Defense. Supplier may, at its election in its sole discretion, assume the exclusive defense and control of any matter otherwise subject to indemnification by you. Supplier may participate in the defense of all claims as to which it does not assume defense and control, and you shall not settle any such claim without Supplier’s prior written consent.

19.	Amendments

19.1.    Amendments.  Upon at least fourteen (14) days prior written notice, Supplier may, at any time, add to, remove or otherwise amend any or all terms, conditions and/or other provisions of this Agreement, including any Network Policies and Guidelines.  YOUR CONTINUED USE OF THE NETWORK AND/OR SUPPLIER OFFERING AFTER EXPIRATION OF ANY APPLICABLE PRIOR NOTICE PERIOD SHALL CONSTITUTE YOUR BINDING AND LEGALLY ENFORCEABLE AGREEMENT TO SUCH AMENDMENT. IF YOU DO NOT WISH TO ACCEPT ANY SUCH AMENDMENT, THEN YOU MUST TERMINATE YOUR ACCOUNT IN THE NETWORK AND CEASE USING THE NETWORK AND ANY ASSOCIATED OFFERING OR ENGAGEMENT.

19.2.    Changes in Service.  Upon prior written notice, Supplier may add, remove, suspend or discontinue any aspect of the Network or any other Supplier Offering. YOUR CONTINUED USE OF THE NETWORK AND/OR SUPPLIER OFFERING AFTER EXPIRATION OF ANY APPLICABLE PRIOR NOTICE PERIOD SHALL CONSTITUTE YOUR BINDING AND LEGALLY ENFORCEABLE AGREEMENT TO SUCH CHANGE. IF YOU DO NOT WISH TO ACCEPT ANY SUCH CHANGE, THEN YOU MUST TERMINATE YOUR ACCOUNT IN THE NETWORK AND CEASE USING THE NETWORK AND ANY ASSOCIATED OFFERING OR ENGAGEMENT.

20.	Termination, etc.

20.1.    Termination.  You or Supplier may, at any time, with or without cause, terminate this Agreement and your participation in the Network or use of any other Supplier Offering. You may affect such termination through your Network Publisher Account Area or by written notice to Supplier subject to actual receipt thereof.

20.2.    Restricted Use.  Alternatively, Supplier may, at any time, with or without notice, in its sole discretion, suspend, limit, restrict, condition or deny your access to or use of all or any part of the Network or any Supplier Offering.

21.	Effects of Termination

21.1.    Termination.  Upon any termination of this Agreement and/or your participation on the Network:
a. You shall immediately cease to use and remove from any and all Site(s), whether or not owned or operated by you, any and all Qualifying Links and all other Content or materials provided to you in connection with your participation in the Network or your use of any other Offerings.
b. Any and all licenses and rights granted to you under this Agreement shall immediately cease and terminate.
c. Supplier may terminate or, in its sole discretion, direct or redirect to any destination Site any and all Qualifying Links continued to be used by you without Supplier or any Network Advertiser incurring any further liability or obligation to you.
d. Any and all confidential or proprietary information of Supplier (including as applicable any confidential or proprietary information of Network Advertisers as and to the extent originally provided by Supplier) that is in your possession or control must be immediately returned or destroyed, at Supplier’s sole discretion. If requested, you will certify in a writing signed by you or an authorized officer as to the return or destruction of all such confidential or proprietary information.

21.2.    Survival.  All rights or remedies arising out of a breach of any terms of this Agreement shall survive any such termination of this Agreement.  Sections 1.4, 4.2, 5.3, 5.5, 6.2, 6.3, 6.4, 8, 9.2 10, 12 and Sections 16 through 22, respectively and any provision which by its terms are intended to survive any expiration or termination of this Agreement, will survive any expiration or termination of this Agreement.

22.	Miscellaneous

22.1.    Independent Contractors.  The parties are independent contractors and not partners, joint venturers.  Other than in respect of the obligation of Supplier to pay over promptly to you any payments Supplier receives from a Network Advertiser as agent for payment to you, nothing in this Agreement shall confer upon either party any authority to obligate or bind the other in any respect or cause either party to have a fiduciary relationship to the other.

22.2.    Force Majeure.  Supplier shall not be liable to you by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, strikes, lockouts or other industrial disputes, earthquakes, interruptions in telecommunications services or internet facilities, or any other cause which is beyond the reasonable control of Supplier, whether or not similar to the foregoing.

22.3.    Assignability.  You shall not assign or delegate any of the rights or obligations under this Agreement, and any such attempted assignment or delegation shall be void. Subject to the preceding sentence, this Agreement is binding on and inures to the benefit of the respective successors, heirs and assigns of each party.

22.4.    Severability.  If any portion of this Agreement is held by a court with jurisdiction to be invalid or unenforceable, the remaining portions hereof, shall remain in full force and effect. If any provision of this Agreement shall be judicially unenforceable in any jurisdiction, such provision shall not be affected with respect to any other jurisdiction.

22.5.    UN Convention.  This Agreement shall not be governed by the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods.

22.6.    Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York, U.S.A., without regard to its conflicts of law principles.

22.7.    Informal Dispute Resolution.  In the event of any dispute, controversy or claim arising out of or relating to this Agreement, the parties agree, at the request of either party, to appoint representatives to meet in good faith within thirty (30) days of such request, in order to resolve the dispute.

22.8.    Arbitration.  Except for actions seeking equitable or injunctive relief, any dispute, controversy or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to this Agreement, that is not resolved pursuant to Section 22.7 (Informal Dispute Resolution) shall be referred to and finally resolved by arbitration administered by the International Institute for Conflict Prevention and Resolution (“CPR”), in accordance with the CPR Rules for Administered Arbitration by a panel of three (3) arbitrators, of whom each party shall designate one, with the third arbitrator to be designated by the two party-appointed arbitrators.  Such arbitration shall be conducted in New York, New York in the English language.  The arbitrators shall establish procedures under which each party will be entitled to conduct discovery and shall award to the prevailing party in any such dispute the costs and expenses of the proceeding, including reasonable attorney’s fees.  The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. 1 et. seq., and except as set forth below, the arbitral award shall be final, binding and incontestable and judgment thereon may be entered in any court of competent jurisdiction.  The arbitrators shall award only such damages as are permitted to be awarded pursuant to this Agreement.  The arbitrators must render their award within 30 days following the last hearing scheduled by the arbitrators and at that time state the reasons for their award in writing.  An appeal may be taken under the CPR Arbitration Appeal Procedure from any final award of an arbitral panel in any arbitration arising out of or related to this Agreement that is conducted in accordance with such procedure.  Unless otherwise agreed by the parties and the appeal tribunal, the appeal shall be conducted at the place of the original arbitration.  Notwithstanding the foregoing, either party shall be entitled to apply to any court of competent jurisdiction for injunctive relief, without bond, to restrain any actual or threatened conduct in violation of this Agreement or to specifically enforce any party’s obligations under this Agreement.

22.9.    Entire Agreement; Third Party Beneficiaries.  This Agreement is the entire agreement between the parties pertaining to its subject matter, and supersedes all prior written or oral agreements (including prior versions of this Agreement and any conflicting confidentiality agreements), representations, warranties or covenants between the parties with respect to such subject matter. You have not relied on any representation, warranty, collateral contract or other assurance (except those set out in this Agreement) made by or on behalf of Supplier before you entered into this Agreement, and you waive all rights and remedies which, but for this clause, might otherwise be available to you in respect of any such representation, warranty, collateral contract or other assurance.  There are no third-party beneficiaries of this Agreement. The headings of sections or other subdivisions of this Agreement will not affect in any way the meaning or interpretation of this Agreement.

22.10.  Notices.  Supplier may provide notices to you by posting notices or links to notices in your Network Publisher Account Area. Notices to you also may be made via e-mail, regular mail, overnight courier or facsimile at your contact addresses of record for the Network. If you provide notice to Supplier, such notice shall be sent, postage prepaid by U.S. registered or certified mail or by international or domestic overnight courier, to:  Rakuten Advertising   Attn: General Counsel.  215 Park Avenue South, 2nd Floor, New York, New York 10003 with a copy to ra-legalnotices@mail.rakuten.com.  
Notices sent by email or facsimile, with or without electronic confirmation, will not be deemed to be valid unless actual receipt is confirmed in writing by an authorized personnel member of Supplier.

22.11.  Language.  This Agreement may be translated into different language versions and, except as provided by applicable law, the English language versions of this Agreement and Network Policies are the controlling versions thereof and shall prevail.

22.12.  Class Action Waiver.  Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor Supplier will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or other proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

APPENDIX 1
ASIAN REGION SUPPLEMENT TO THE PUBLISHER MEMBERSHIP AGREEMENT
If you are an Asian Region Publisher, then you hereby agree that the following provisions supplement or amend the terms of the Publisher Membership Agreement above. Capitalized terms used in this Supplement but not defined herein shall have the meanings ascribed to them in the Publisher Membership Agreement:

1.	Section 17.1 (Limitation) of the Publisher Membership Agreement is hereby replaced in its entirety as follows:

17.1 EXCEPT AS SET FORTH IN SECTION 17.2 BELOW (LOSSES THAT CANNOT BE EXCLUDED BY LAW) YOU AGREE THAT THE TOTAL LIABILITY OF SUPPLER AND SUPPLIER RELATED PARTIES, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS AND REPRESENTATIVES, TO YOU FOR ANY ACTION OR CLAIM IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE ARISING OUT OF OR IN RELATION TO THIS AGREEMENT WILL BE LIMITED, IN THE AGGREGATE, TO THE LESSER OF (A) THE AVERAGE OF COMMISSION FEES PAYABLE TO YOU BY NETWORK ADVERTISERS DURING THE THREE (3) MONTH PERIOD PRIOR TO ANY SUCH ACTION OR CLAIM, AND (B) SGD$1,300 (ONE THOUSAND THREE HUNDRED SINGAPORE DOLLARS). YOU RECOGNIZE AND ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS FAIR AND REASONABLE, IN LIGHT OF THE FACT THAT SUPPLIER IS PROVIDING THIS SERVICE AT NO CHARGE TO YOU. 

2.	The following Section 17.2 (Losses that Cannot be Excluded by Law) is hereby added immediately following Section 1
SECTION 17.2 LOSSES THAT CANNOT BE EXCLUDED BY LAW. NOTHING IN SECTION 17.1 ABOVE SHALL LIMIT THE LIABILITY OF SUPPLIER OR ANY SUPPLIER RELATED PARTY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY SUPPLIER OR ANY SUPPLIER RELATED PARTY’S NEGLIGENCE AND OTHER LOSSES WHICH CANNOT BE EXCLUDED BY APPLICABLE LAW; OR (B) ANY WILLFUL DEFAULT, OR CRIMINAL, FRAUDULENT OR DELIBERATE ACT OR OMISSION OF SUPPLIER OR ANY SUPPLIER RELATED PARTY.
The remaining provisions of Section 17 shall be renumbered to conform to insertion of this new Section 17.2 (Losses that Cannot be Excluded by Law).

3.	Section 17.3 (Formerly Section 17.2) (No Consequential Damages) is hereby replaced in its entirety as follows:

17.2 NO CONSEQUENTIAL DAMAGES. NONE OF SUPPLIER AND SUPPLIER RELATED PARTIES WILL BE LIABLE TO YOU (WHETHER IN CONTRACT OR BASED ON WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE) FOR THE FOLLOWING:
A. FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS; AND
A. FOR ANY LOSS OF PROFITS (WHETHER DIRECT OR INDIRECT), LOSS OF BUSINESS, LOSS OF ANTICIPATED SAVINGS AND LOSS OF
THE LIMITATION IN THIS SECTION 17.3 SHALL APPLY EVEN IF SUPPLER OR THE RELEVANT SUPPLIER RELATED PARTY WAS AWARE THAT SUCH DAMAGES COULD RESULT.

4.	Section 22.6 (Governing Law) is hereby replaced in its entirety as follows:
22.6 Governing Law. This Agreement and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of Singapore.

5.	Section 22.7 (Informal Dispute Resolution) is hereby replaced in its entirety as follows:
22.7 Dispute Resolution. Upon any dispute arising out of or in connection with this Agreement (“Dispute”), the Party initiating the Dispute (the “Disputing Party”) shall notify the other Party in writing of such Dispute (“Dispute Notice”). The Parties will first attempt to resolve the Dispute amicably by referring the Dispute to representatives of the respective Disputing

6.	Section 22.8 (Arbitration) is hereby replaced in its entirety as follows:
22.8 Disputes not resolved under Section 22.7 shall be referred to and finally settled under the provisions of the Rules of Arbitration of Singapore International Arbitration Centre (“SIAC”), Singapore and this Section 22.8. The arbitration shall be conducted in English and the venue of arbitration shall be SIAC, Singapore. There shall be 3 arbitrators appointed as follows. Each of the Parties shall appoint an arbitrator and the 2 appointed arbitrators shall appoint the third arbitrator. If the Disputing Parties fail to appoint arbitrators within 30 days of the matter being referred to arbitration, the arbitrators shall be appointed in accordance with the SIAC Rules. The Disputing Parties agree that any directions of the arbitrators and the outcome of the arbitration proceedings shall be final and binding upon the Parties. Each Disputing Party shall bear the cost of preparing and presenting its case. The cost of arbitration, and specifically the fees and expenses of the arbitrators, shall be shared equally by the Parties unless the award provides otherwise. The Parties agree that they shall continue to perform their respective obligations under this Agreement, notwithstanding any arbitration proceeding being conducted in accordance with this Section 22.8. Notwithstanding the foregoing, nothing in this Agreement shall preclude either Party from taking whatever actions are necessary to prevent immediate, irreparable harm to its interests, including seeking injunctive or other preliminary relief in any jurisdiction.

7.	Section 22.10 (Notices) is hereby replaced in its entirety as follows:
22.10 Notices. Supplier may provide notices to you by posting notices or links to notices in your Network Publisher Account Area. Notices to you also may be made via e-mail, regular mail, overnight courier or facsimile at your contact addresses of record for the Network. If you provide notice to Supplier, such notice shall be sent, postage prepaid by registered or certified mail or by international or domestic overnight courier, to: Rakuten Marketing Australia Pty Ltd., Attn: Managing Director, Level 11, 8 Spring Street, Sydney NSW 2000, Australia, with a copy to ra-legalnotices@mail.rakuten.com.  Notices sent by email or facsimile, with or without electronic confirmation, will not be deemed to be valid unless actual receipt is confirmed in writing by an authorized personnel member of a Supplier Service Provider.
 
APPENDIX 2
AUSTRALIAN REGION SUPPLEMENT TO THE PUBLISHER MEMBERSHIP AGREEMENT
 
If you are an Australian Region Publisher, then you hereby agree that the following provisions supplement or amend the terms of the Publisher Membership Agreement above. Capitalized terms used in this Supplement but not defined herein shall have the meanings ascribed to them in the Publisher Membership Agreement:

1.	Section 17.1 (Limitation) is hereby replaced in its entirety as follows:

17.1 LIMITATION. EXCEPT AS SET FORTH IN SECTION 17.2 BELOW (LOSSES THAT CANNOT BE EXCLUDED BY LAW) YOU AGREE THAT THE TOTAL LIABILITY OF SUPPLIER AND SUPPLIER RELATED PARTIES, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS AND REPRESENTATIVES, TO YOU FOR ANY ACTION OR CLAIM IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE ARISING OUT OF OR IN RELATION TO THIS AGREEMENT WILL BE LIMITED, IN THE AGGREGATE, TO THE LESSER OF (A) THE AVERAGE OF COMMISSION FEES PAYABLE TO YOU BY NETWORK ADVERTISERS DURING THE THREE (3) MONTH PERIOD PRIOR TO ANY SUCH ACTION OR CLAIM, AND (B) AUD$1,250 (ONE THOUSAND TWO HUNDRED FIFTY AUSTRALIAN DOLLARS). YOU RECOGNIZE AND ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS FAIR AND REASONABLE, IN LIGHT OF THE FACT THAT SUPPLIER IS PROVIDING THIS SERVICE AT NO CHARGE TO YOU.

2.	Section 22.6 of the Publisher Membership Agreement is hereby replaced in its entirety as follows:

22.6 Governing Law. This Agreement and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of New South Wales, Australia.

3.	Section 22.7 (Informal Dispute Resolution) and Section 22.8 (Arbitration) are hereby replaced in their entirety as follows:

22.7. Dispute Resolution and Arbitration. In the event of a Dispute, the parties agree to enter into informal negotiations with the objective of resolving the Dispute (“Negotiation”). If the parties are unable to resolve the Dispute through Negotiation, the parties irrevocably agree that the dispute shall be referred to and finally resolved by arbitration administered by the Australian Commercial Disputes Centre (“ACDC”) under the ACDC Rules for Arbitration in effect at the time the dispute is referred to the ACDC and which terms are hereby deemed incorporated into this agreement by reference (the “Rules”). “Dispute” means any dispute, controversy, claim or difference of whatever nature arising out of, relating to, or having any connection with this Agreement, including a dispute regarding the existence, formation, validity, interpretation, performance or termination of this Agreement or the consequences of its nullity and also including any dispute relating to any non-contractual rights or obligations arising out of, relating to, or having any connection with this Agreement.
The remaining Sections of the Agreement shall be renumbered in order conform to the foregoing modification.

4.	Section 22.10 of the Publisher Membership Agreement is hereby replaced in its entirety as follows:

22.10 Notices. RM Australia may provide notices to you by posting notices or links to notices in your Network Publisher Account Area. Notices to you also may be made via e-mail, regular mail, overnight courier or facsimile at your contact addresses of record for the Network. If you provide notice to Supplier, such notice shall be sent, postage prepaid by U.S. registered or certified mail or by international or domestic overnight courier, to: Rakuten Marketing Australia Pty Ltd., Attn: Managing Director, Level 11, 8 Spring Street, Sydney NSW 2000, Australia, with a copy to                             ra-legalnotices@mail.rakuten.com.  Notices sent by email or telecopy, with or without electronic confirmation, will not be deemed to be valid unless actual receipt is confirmed in writing by an authorized personnel member of Supplier.
 
APPENDIX 3
BRAZILIAN REGION SUPPLEMENT TO THE PUBLISHER MEMBERSHIP AGREEMENT
If you are a Brazilian Region Publisher, then you hereby agree that the following provisions supplement or amend the terms of the Publisher Membership Agreement above. Capitalized terms used in this Supplement but not defined herein shall have the meanings ascribed to them in the Publisher Membership Agreement:

1.	The Publisher Membership Agreement is governed by Civil Legislation therefore there is no employment relationship between the parties. This condition will be irrevocable and shall be confirmed in any court or tribunal.

2.	You agree to comply with applicable data protection and privacy law as set forth in Section 7.5 of the Publisher Membership

3.	Without limiting any of the provisions of the Publisher Membership Agreement, you agree that you will indemnify, defend and hold each Supplier Service Provider and each Supplier Related Party harmless from and against any:
•	Labor, fiscal or social security claim arising from your non-compliance with labor laws, non-payment of charges, fees or taxes owned by you in respect of labor obligations, tax and/or social security, and
•	Labor claims or actions of any kind promoted by your employees, agents, thirds parties or by any person or legal entity involved in the relation established herein, including legal costs and attorney’s fees.

4.	The last sentence of Section 12.4 (Legally Required Disclosures) of the Publisher Membership Agreement is replaced with the following:
“Supplier will be entitled to seek and obtain injunctive relief preventing any breach of your obligations under this Section.”

5.	Section 17.1 (Limitation) is hereby replaced in its entirety as follows:
17.1 LIMITATION. EXCEPT AS SET FORTH IN SECTION 17.2 BELOW (LOSSES THAT CANNOT BE EXCLUDED BY LAW) YOU AGREE THAT THE TOTAL LIABILITY OF SUPPLIER AND SUPPLIER RELATED PARTIES, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS AND REPRESENTATIVES, TO YOU FOR ANY ACTION OR CLAIM IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE ARISING OUT OF OR IN RELATION TO THIS AGREEMENT WILL BE LIMITED, IN THE AGGREGATE, TO THE LESSER OF (A) THE AVERAGE OF COMMISSION FEES PAYABLE TO YOU BY NETWORK ADVERTISERS DURING THE THREE (3) MONTH PERIOD PRIOR TO ANY SUCH ACTION OR CLAIM, AND (B) BRL $2,500 (TWO THOUSAND FIVE HUNDRED BRAZILIAN REAIS). YOU RECOGNIZE AND ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS FAIR AND REASONABLE, IN LIGHT OF THE FACT THAT SUPPLIER IS PROVIDING THIS SERVICE AT NO CHARGE TO YOU.

6.	Section 22.6 (Governing Law) is hereby replaced in its entirety as follows:

22.6 Governing Law. This Agreement and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of Sao Paulo,

7.	Section 22.7 (Informal Dispute Resolution) and Section 22.8 (Arbitration) are hereby replaced in their entirety as follows:

22.7 Informal Dispute Resolution. Upon any dispute arising out of or in connection with this Agreement (“Dispute”), the Party initiating the Dispute (the “Disputing Party”) shall notify the other Party in writing of such Dispute (“Dispute Notice”). The Parties will first attempt to resolve the Dispute amicably by referring the Dispute to legal representatives of the respective Disputing Parties.

22.8 Arbitration. Except for actions seeking equitable or injunctive relief, any dispute, controversy or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to this Agreement, that is not resolved pursuant to Section 22.7 shall be referred to and finally resolved by arbitration, in accordance with the Guidelines of the Arbitration Center of the Brazil-Canada Chamber of Commerce by a panel of three (3) arbitrators, of whom each party shall designate one, with the third arbitrator to be designated by the two party- appointed arbitrators. Such arbitration shall be conducted in São Paulo, São Paulo in the Portuguese language. The arbitration shall be governed by Brazilian Arbitration Act (Law no. 9.307/1996) and except as set forth below, the arbitral award shall be final, binding and incontestable and judgment thereon may be entered in any court of competent jurisdiction. The arbitrators shall award only such damages as are permitted to be awarded pursuant to this Agreement. Notwithstanding the foregoing, either party shall be entitled to apply to any court of competent jurisdiction for injunctive relief to restrain any actual or threatened conduct in violation of this Agreement or to specifically enforce any party’s obligations under this Agreement.

8.	Section 22.10 is hereby replaced in its entirety as follows:

22.10 Notices. RM Brazil may provide notices to you by posting notices or links to notices in your Network Publisher Account Area. Notices to you also may be made via e-mail, regular mail, overnight courier or facsimile at your contact addresses of record for the Network. If you provide notice to RM Brazil, such notice shall be sent, postage prepaid by U.S. registered or certified mail or by international or domestic overnight courier, to: Rakuten Marketing Brasil Ltda., Attn: Managing Director, Rua Nicolas Boer, 399, 3º andar, CEP 01140-060, São Paulo, SP,  Brasil, with a copy to				                                ra-legalnotices@mail.rakuten.com.  Notices sent by email or telecopy, with or without electronic confirmation, will not be deemed to be valid unless actual receipt is confirmed in writing by an authorized personnel member of RM Brazil.

APPENDIX 4
EUROPEAN REGION SUPPLEMENT TO THE PUBLISHER MEMBERSHIP AGREEMENT

If you are a European Region Publisher, then you hereby agree that the following provisions supplement or amend the terms of the Publisher Membership Agreement above:

1.	Data Protection and Privacy – You agree to comply with applicable data protection and privacy law as set forth in Section 7.3 of the Publisher Membership

2.	Section 16.2 (DISCLAIMER) is hereby replaced in its entirety as follows:

16.2 DISCLAIMER. TO THE GREATEST EXTENT PERMISSIBLE BY LAW, EACH SUPPLIER SERVICE PROVIDER AND EACH OF THE SUPPLIER RELATED PARTIES TO THE EXTENT PERMITTED BY APPLICABLE  LAW, HEREBY DISCLAIMS ANY AND ALL WARRANTIES , EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY AS TO ACCURACY, COMPLETENESS, BEING UP TO DATE, SECURITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE OF THE NETWORK OR ANY OFFERINGS OR THAT YOUR USE OF THE SAME WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY QUALIFYING LINKS OR NETWORK ADVERTISER WILL BE AVAILABLE OR CAN OR WILL BE WILLING TO ENTER INTO ANY ENGAGEMENT WITH YOU.

3.	Section 17.1 (LIMITATION) is hereby replaced in its entirety as follows:

17.1 YOU AGREE THAT THE TOTAL LIABILITY OF SUPPLIER AND SUPPLIER RELATED PARTIES, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS AND REPRESENTATIVES, TO YOU FOR ANY CLAIMS MADE UNDER THIS AGREEMENT WILL NOT, IN THE AGGREGATE, EXCEED AN AMOUNT EQUAL TO THE LESSER OF (A) THE AVERAGE OF COMMISSION FEES PAYABLE TO YOU BY NETWORK ADVERTISERS DURING THE THREE (3) MONTH PERIOD PRIOR TO ANY SUCH CLAIM, AND (B) GPB$750 (SEVEN HUNDRED FIFTY BRITISH POUND STERLING). NOTHING IN THIS AGREEMENT WILL LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM THE NEGLIGENCE OF THAT PARTY OR ITS OFFICERS, AGENTS, EMPLOYEES OR SUBCONTRACTORS, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER MATTER IN RESPECT OF WHICH LIABILITY CANNOT BY LIMITED BY APPLICABLE LAW. YOU RECOGNIZE AND ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS FAIR AND REASONABLE, IN LIGHT OF THE FACT THAT SUPPLIER IS PROVIDING THIS SERVICE AT NO CHARGE TO YOU.

4.	Section 17.2 (NO CONSEQUENTIAL DAMAGES) is hereby replaced in its entirety as follows:

17.2 NO CONSEQUENTIAL DAMAGES. NONE OF SUPPLIER AND SUPPLIER RELATED PARTIES WILL BE LIABLE TO YOU (WHETHER IN CONTRACT OR BASED ON WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE) FOR ANY LOSS OF REVENUE OR PROFITS, INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE OR SPECIAL  

5.	Section 22.6 (Governing Law) is hereby replaced in its entirety as follows:

22.6 Governing Law. This Agreement and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

6.	Section 22.7 (Informal Dispute Resolution) and Section 22.8 (Arbitration) are hereby replaced in their entirety as follows:

22.7. Dispute Resolution and Arbitration. In the event of a Dispute, the parties agree to enter into informal negotiations with the objective of resolving the Dispute (“Negotiation”). If the parties are unable to resolve the Dispute through Negotiation, the parties irrevocably agree that the dispute shall be referred to and finally resolved by arbitration under the Arbitration Rules of the London Court of International Arbitration (the “Rules”), which are deemed to be incorporated by reference into this Section 22.7 (save that any requirement in the Rules to take account of the nationality of a person considered for appointment as an arbitrator shall be disapplied and a person may be nominated or appointed as an arbitrator (including as chairman) regardless of nationality). There shall be three arbitrators, two of whom shall be nominated by the respective parties in accordance with the Rules and the third, who shall be the Chairman of the tribunal, shall be nominated by the two party nominated arbitrators within 14 days of the last of their appointments. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English. Judgment on any award may be entered in any court having jurisdiction thereover. For the purposes of this Section 22.7, “Dispute” means any dispute, controversy, claim or difference of whatever nature arising out of, relating to, or having any connection with this Agreement, including a dispute regarding the existence, formation, validity, interpretation, performance or termination of this Agreement or the consequences of its nullity and also including any dispute relating to any non- contractual rights or obligations arising out of, relating to, or having any connection with this Agreement.
The remaining Sections of the Agreement shall be renumbered in order conform to the foregoing modification.

7.	Section 22.9 (Entire Agreement; Third Party Beneficiaries) is hereby replaced in its entirety as follows:

22.9 Entire Agreement; Third Party Beneficiaries. This Agreement is the entire agreement between the parties pertaining to its subject matter, and supersedes all prior written or oral agreements (including prior versions of this Agreement and any conflicting confidentiality agreements), representations, warranties or covenants between the parties with respect to such subject matter. You have not relied on any representation, warranty, collateral contract or other assurance (except those set out in this Agreement) made by or on behalf of Supplier before you entered into this Agreement, and, other than in respect of fraudulent misrepresentation, you waive all rights and remedies which, but for this clause, might otherwise be available to you in respect of any such representation, warranty, collateral contract or other assurance to the greatest extent permitted by applicable law. A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. Each party confirms to the other that their respective rights under this Agreement are not subject to the consent of any person who is not a party to this Agreement. The headings of sections or other subdivisions of this Agreement will not affect in any way the meaning or interpretation of this Agreement.

8.	Section 22.10 (Notices) is hereby replaced in its entirety as follows:

22.10 Notices. Supplier may provide notices to you by posting notices or links to notices in your Network Publisher Account Area. Notices to you also may be made via e-mail, regular mail, overnight courier or facsimile at your contact addresses of record for the Network. If you provide notice to RM Europe, such notice shall be sent, postage prepaid by registered or certified mail or by international or domestic overnight courier, to: Rakuten Marketing Europe Limited, Attn: Managing Director, 71 Queen Victoria Street, 7th Floor Queen Victoria Street, 7th Floor, London, England, EC4V 4AY with a copy to ra-legalnotices@mail.rakuten.com.  Notices sent by email or facsimile, with or without electronic confirmation, will not be deemed to be valid unless actual receipt is confirmed in writing by an authorized personnel member of a Supplier Service Provider.


Download the Membership Agreement

Information Certification

Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
3. I am a U.S. person (including a U.S. resident alien).
Certification instructions.
You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. (See the instructions.)
Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further certify under penalties of perjury that:
1. I am the beneficial owner (or I am authorized to sign for the beneficial owner) of all the income to which this form relates,
2. The beneficial owner is not a U.S. person,
3. The income to which this form relates is (a) not effectively connected with the conduct of a trade or business in the United States, (b) effectively connected but is not subject to tax under an income tax treaty, or (c) the partner’s share of a partnership’s effectively connected income, and
4. For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions.
Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner or any withholding agent that can disburse or make payments of the income of which I am the beneficial owner.
Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further certify under penalties of perjury that:
1. I am the beneficial owner (or I am authorized to sign for the beneficial owner) of all the income to which this form relates,
2. The amounts for which this certification is provided are effectively connected with the conduct of a trade or business in the United States and are includible in my gross income (or the beneficial owner's gross income) for the taxable year, and
3. The beneficial owner is not a U.S. person.
Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner or any withholding agent that can disburse or make payments of the income of which I am the beneficial owner.
Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner or any withholding agent that can disburse or make payments of the income of which I am the beneficial owner.
Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further certify under penalties of perjury that:
1. The organization for which I am signing is the beneficial owner of the income to which this form relates,
2. The beneficial owner is not a U.S. person,
3. For a beneficial owner that is a controlled entity of a foreign sovereign (other than a central bank of issue wholly owned by a foreign sovereign), the beneficial owner is not engaged in commercial activities within or outside the United States, and
4. For a beneficial owner that is a central bank of issue wholly owned by a foreign sovereign, the beneficial owner is not engaged in commercial activities within the United States.
Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner or any withholding agent that can disburse or make payments of the income of which I am the beneficial owner.
Date:

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