Last Updated: March 3, 2021

PUBLISHER PARTNER MEMBERSHIP AGREEMENT
 
This Publisher Partner Membership Agreement, together with applicable Schedules (the “Agreement”) is by and 
between Publisher Partner (or “You”) and Supplier. BY CLICKING ON THE ACCEPT BUTTON, YOU AGREE TO THE 
TERMS OF THIS AGREEMENT. Any use of the Supplier Network is subject to the terms of this Agreement and the 
Network Policies.  Defined terms shall have the meaning set forth here. 
 
1.	MEMBERSHIP REQUIREMENTS

1.1	Membership.  To participate as a Publisher Partner in Supplier’s Network, You must:

a.	be either a legal entity or an individual 18 years or older; and

b.	Your activity on the Network must comply at all times with applicable federal, state, 
local and foreign laws, ordinances, rules, regulations, and Network Policies, including 
applicable Data Protection Laws. 

1.2	Membership Restrictions.

a.	Business Use Only. THE NETWORK AND NETWORK PLATFORM ARE MADE AVAILABLE TO 
YOU FOR THE SOLE PURPOSE OF FACILITATING BUSINESS TRANSACTIONS AS PERMITTED 
UNDER THIS AGREEMENT. YOU MAY ONLY USE THE NETWORK AND NETWORK 
PLATFORM TO CONDUCT BUSINESS ACTIVITY AND NOT AS A CONSUMER.

b.	Not a Provider of Goods and Services. Your participation on the Network, use of the 
Network Platform, and receipt of payments as a Publisher Partner of the Network is not 
an inducement for, or solicitation of You to provide any products or services to Supplier. 
You are not and will not be deemed to be a vendor, supplier or provider of goods or 
services to Supplier.  

c.	Prohibited Activities.  As a Publisher Partner on the Network, You will not, and will not 
knowingly permit other persons to, engage in any fraudulent, abusive or illegal activity 
in connection with Your participation in the Network, or any program offered through 
the Network or use of any functions on the Network Platform.
    
2.	MEMBERSHIP BENEFITS

As a Publisher Partner, You will receive access to the Network, the Network Platform (including Supplier Tools 
and reports offered through the Network Platform), and You will be eligible to enter into Engagements with 
Advertisers for the purpose of promoting Advertiser products and services as part of the Network.

2.1	Engagements.  Any Engagement that You enter into with an Advertiser is subject to the terms 
and conditions set forth by that Advertiser. Unless separately agreed to between You and 
Supplier as part of a Direct Engagement, Supplier is not a party to such Engagements and has no 
obligation to You with respect to any such Engagement. 

a.	Direct Engagements.  From time to time, Supplier may agree to act on behalf of 
Advertiser.  In such an event, Supplier will enter into an Engagement with You directly, 
which is known as a Direct Engagement. If Supplier enters into a Direct Engagement 
with You, (a) You will need to agree to additional terms and conditions with Supplier 
governing the Direct Engagement; (b) all compensation for such Direct Engagements will 
be determined and paid directly by Supplier; and (c) You will not have a direct 
relationship with the Advertiser. 

b.	In case of any dispute as to whether the Engagement is a Direct Engagement, Supplier’s 
determination will control and be binding on the parties. 

2.2	Supplier Tools.  Supplier will provide You with certain tools, including Qualifying Links, that will 
measure Your performance on the Network. You agree to implement, operate, maintain and 
update the Supplier Tools in accordance with Supplier’s instruction. Failure to do so may 
negatively impact Tracked Activities and/or commissions. You may not create Your own 
Qualifying Links without the express written authorization of Advertiser or Supplier.

a.	Valid Referrals Only. You may not, nor knowingly permit any person to, use Supplier 
Tools to inflate the amount of any Tracked Activities.

b.	No Spam.  You may not use any Qualifying Links in any electronic message without the 
express written authorization of Advertiser or Supplier. If so permitted, Your electronic 
messages: (i) must comply in all respects with this Agreement, the Advertiser’s terms 
and conditions, and any applicable laws regarding the delivery of unsolicited electronic 
communications, also known as SPAM; and (ii) must not identify Advertiser or Supplier 
as a sender or sponsor of such electronic message without the express written 
authorization of Advertiser or Supplier.

c.	Distribution of Qualifying Links.  If You distribute Qualifying Links on sites other than 
those controlled You, You agree: (i) that, upon written request of Supplier, You will 
provide Supplier with a list of sites where Qualifying Links have been distributed, (ii) to 
provide prompt and reasonable cooperation to Supplier in responding to any issues 
raised by Advertiser regarding the distribution of Qualifying Links; and (iii) cease further 
distribution of such Qualifying Links if so required by Supplier or Advertiser. Supplier 
reserves the right to prohibit You from distributing Qualifying Links to and from 
displaying Qualifying Links on third party sites. 

d.	Termination of Qualifying Links.  Advertiser or Supplier may terminate the Qualifying 
Links associated with an Engagement at any time. If such links are terminated, You must 
promptly remove such Qualifying Links upon written notice from Advertiser or Supplier. 
Should You fail to promptly terminate such links, Supplier may redirect such links in its 
sole discretion without compensation to You.

2.3	Reports.  As a Publisher Partner, You will have access to features of the Network and Network 
Platform, including reports on Tracked Activities and commissions. To prepare such reports, 
Supplier relies on data provided or made available by Advertisers. Supplier is not obligated to 
confirm, and does not warrant or guarantee the accuracy or completeness of any data provided 
by Advertisers. 

a.	Errors.  If You believe that Your reports contain an error, You must notify Advertiser 
(with a copy to Supplier) or Supplier directly in the case of a Direct Engagement, of such 
error within ten (10) days after the end after the completion of the monthly service 
period (or within such period otherwise agreed to by You as part of an Engagement), or 
the report will be deemed accepted by You. 

b.	Adjustments. Supplier reserves the right to revise any report at any time if, in Supplier 
or Advertiser’s determination, such report contains an error or otherwise requires 
adjustment.  Any such revision may affect the amount of commissions correlating to the 
Tracked Activities.

c.	Notice of Errors. Supplier will notify You of reporting errors using the contact 
information that You provided in the Network Platform.  You will have ten (10) days 
after the posting of such correction or adjustment (or within such period otherwise 
agreed to by You as part of an Engagement) to notify Advertiser (with a copy to 
Supplier) of errors in a corrected or adjusted report. 

d.	Resolution of Discrepancies. Any dispute between You and Advertiser regarding errors 
reported by You must be resolved by You directly with Advertisers, except disputes in 
Direct Engagements which will be resolved between You and Supplier. In the event of 
discrepancies arising out of different measurement sources (including Your or a third 
party’s measurements), Supplier’s reports will control, including with respect to the 
commissions due to You. 

e.	Modification to Scope of Reports. Supplier may change the scope of the historical data 
stored in the Supplier Tools and/or provided to You in its sole discretion. You are 
responsible for backing up any reports or data provided to You and taking other 
precautions to avoid data losses.

3.	PAYMENTS; FEES

3.1	Advertiser Responsibility.  Except for Direct Engagements, Advertiser is solely responsible for 
payments to You in accordance with the terms of the applicable Engagement. 

3.2	Supplier Responsibility.  As a service to Advertiser, Supplier may assume responsibility for 
transmitting payments or managing adjustments in payments to You, only after receiving 
appropriate instructions or authorization from Advertiser to do so. For Direct Engagements, 
Supplier is responsible for payments to You in accordance with the terms of the applicable 
Engagement.   

3.3	Disputes.   In the event Supplier is in receipt of funds from Advertiser for the purpose of paying 
commissions to You, and a dispute arises between You and Advertiser regarding the amounts 
due, Supplier will be entitled to hold or return such funds to Advertiser, and to decline to offer 
further services on behalf of Advertiser until such dispute is resolved and Supplier is notified, in 
writing, by all parties, that payments should resume. You agree that Supplier has no obligation 
and incurs no liabilities to You in connection with any such dispute.

3.4	Inactivity.  If Your account is inactive for more than twelve (12) consecutive months, Supplier 
reserves the right to debit Your 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 to 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:
a.	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;
b.	If Your account balance is less than 100 currency units, a monthly fee of 10 currency units 
will be assessed; and,
c.	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.

3.5	Right to Assess Fees; Right to Offset.  Unless otherwise designated in writing, the Network and 
access to the Network Platform are provided to Publisher Partners free of charge. Supplier may, 
at any time upon prior written notice to You, charge fees in relation to any service provided as 
part of the Network or Network Platform, including Your participation on the Network. In such 
an event, You may elect not to pay any such fees by discontinuing Your participation in the 
Network prior to the commencement of such fees. Supplier may withhold and offset any fees or 
other charges owing to it against any amounts remitted to You by Advertiser through Supplier. 

3.6	Taxes.  You are responsible for determining the applicability of certain tax laws depending on 
the location of your operations, the scope of your activity, and other applicable criteria. You 
agree to comply with all applicable tax laws, and You agree that You are solely responsible for 
any tax obligations, including reporting, arising from or in connection with any compensation 
earned by You as a result of Your participation in the Network or an Engagement. You agree that 
Supplier is authorized, on a limited basis, to invoice and collect in Your name and on Your behalf, 
the compensation due to You pursuant to this Agreement or Engagements with any 
Advertisers. You will cooperate with Supplier and provide the necessary financial and tax 
information, including Value Added Tax (VAT) and company registration numbers and the like, 
to facilitate this invoicing and collection activity. You acknowledge 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.

3.7	Exchange Rate Risk.  In the event that Supplier is retained by 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 Advertiser.  In such case You will 
bear all risk of any fluctuations in the applicable currency exchange rate. 

4.	LICENSE 

4.1	License to You.  Subject to the terms of this Agreement, Supplier grants You a personal, non-
exclusive, non-transferable, non-sublicensable, revocable and limited license to do the following 
solely for the Permitted Purpose: (a) use information from or about the Network for the 
Permitted Purpose, (b) access the Network Platform including reports made available to You by 
Supplier; and (d) use without modification any Supplier Tools (including Qualifying Links) 
provided by Supplier.

a.	Limitations.  Except as provided in this Section 4, all other uses of the Network, the 
Network Platform, the Supplier Tools, or other intellectual property made available to 
You by Supplier is prohibited. You may not circumvent, reverse engineer, disassemble, 
decompile or attempt to derive source code for, impair, disable or otherwise interfere 
with any tracking codes and/or other technology and/or methodology made available 
by Supplier and/or Advertiser. 

b.	No Sublicense.  Unless You are so permitted as a Subnetwork, You may not: (i) 
sublicense, rent, lease, sell, resell, or outsource any Supplier Tools; or (ii) use any 
Supplier Tools in connection with aggregating, soliciting or recruiting Advertisers, other 
publishers, other sites or other persons to form or join a marketing, advertising or 
similar network.  Any attempt to do the above will be null and void.

c.	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 public announcement by You regarding this Agreement or the 
Network or that otherwise refers to Supplier will require the prior written approval of 
Supplier. You agree not to disparage Supplier, the Network or any participants on the 
Network.

d.	Duration. The license set forth in this section applies only while You remain a Publisher 
Partner on the Network and are in full compliance with this Agreement.  Supplier may 
revoke this license at any time by giving You written notice. 

4.2	License to Supplier.  You grant Supplier a non-exclusive, worldwide, royalty-free, sublicensable, 
license to: (a) use and store any business name, contact information, data or Content You 
upload, deliver or otherwise make available to Supplier in order to perform services related to 
the Network; and (b) to reference Your participation in the Network as part of performing 
services related to the Network and Network Platform. Any uses of Your logos or other 
trademarks will be made in accordance with Your specified usage guidelines. 

4.3	Data Ownership. As between You and Supplier, You own all data provided by You or that You 
independently collect through Your sites without use of the Network, the Network Platform, or 
Supplier Tools, subject to the licenses granted under this Agreement; and Supplier owns all 
Platform Data.

4.4	Subnetworks. Notwithstanding anything to the contrary in this Section 4, if You are a 
Subnetwork, Supplier hereby grants You a license, on terms equivalent to Section 4.1, to further 
sublicense to Subpublishers for the Permitted Purpose, subject to Supplier’s prior written 
consent and the following restrictions: 

a.	In exchange for this right to sublicense, You agree to provide information regarding, as 
requested by Supplier, to the extent necessary to provide the services related to the 
Network and the Network Platform. 

b.	Supplier agrees that it will not use Subpublisher information to solicit such 
Subpublishers to become Publisher Partners; provided, however, it will not be a 
violation for Supplier to (i) to engage in general solicitations of publishers as long as not 
directed at Subnetworks’ Subpublishers; and (ii) permit a Subpublisher to sign up as a 
Publisher Partner in response to such a general solicitation.
c.	You will remain liable for all acts or omissions of any Subpublisher.

5.	CONFIDENTIAL INFORMATION

5.1	Non-Disclosure.  Each party (“Receiving Party”) will keep the other party’s (“Disclosing Party”) 
Confidential Information secure using at least the same degree of care that it uses to protect its 
own Confidential Information, but no less than reasonable care, and will not disclose or use such 
other party's Confidential Information except to the extent reasonably necessary to perform its 
obligations or exercise its rights under this Agreement. Further, the Receiving Party may disclose 
the Disclosing Party's Confidential Information only to those of its employees, officers and 
directors, third-party consultants, and advisers, and the employees and officers of its Affiliates 
(collectively referred to as “Representatives”) with a legitimate need to know such information 
in order to perform their respective duties; provided that (a) each such person has a legal or 
contractual obligation to maintain the confidentiality of such information, and (b) in the case of 
Representatives, no such Representative is a competitor of, or affiliate of a competitor of, the 
Disclosing Party. You are responsible for the use and storage of the password and ID issued by 
Supplier to access the Supplier Tools and will immediately notify Supplier in writing of any loss 
or involuntary disclosure thereof. Supplier reserves the right to change the password and ID 
issued to You in the event of a suspected breach of this Agreement or compromise of the 
security of Your account.

5.2	Exceptions. The term "Confidential Information" will not include information that (a) is or 
becomes publicly available without breach of this Agreement, (b) the Receiving Party obtains 
from a source other than the Disclosing Party, provided that the disclosure to the Receiving 
Party by such source is not known to the Receiving Party to be a violation of a confidentiality 
obligation of such source to the Disclosing Party, and (c) the Receiving Party knew prior to 
receiving such information from the Disclosing Party or develops independently without use of 
the disclosing party’s trade secrets or confidential information, as shown by contemporaneous 
records. The confidentiality restrictions in this Agreement will not apply to disclosure by the 
Receiving Party of the Disclosing Party's Confidential Information to the extent required by law 
or court order, provided that the Receiving Party uses reasonable efforts to give the Disclosing 
Party prompt written notice of such requirement, in advance if possible, in order to give the 
Disclosing Party an opportunity to lawfully prevent or limit the scope of such disclosure.

6.	PRIVACY; DATA PROTECTION 
The provisions below are not intended as legal advice; You are responsible for determining what laws, including 
data privacy laws, to which You and Your business are subject.

6.1	Privacy Policy.  To the extent required by applicable Data Protection Laws, You agree to 
maintain, on all Sites used by You in connection with Your participation in the Network, a 
privacy policy that meets the following criteria: (a) is accessible conspicuously from such Site’s 
home page, with a link that contains the word “Privacy”, “Legal”, “Terms” or similar language; 
(b) provide necessary disclosures related to: (i) the use of tracking devices, including cookies and 
tracking devices enabled by Supplier at Your request on Your behalf; (ii) descriptions of data 
collection for Interest-Based Advertising (as defined below), and (iii) information about the how 
a user can exercise 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 (x) 
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 (y) 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.

6.2	Compliance with Additional Data Provisions. Depending on the location of Your business and the 
traffic through Your Sites, You further agree to the data protection provisions set forth in 
Schedule I. If You fail to comply with the requirements of this section, Supplier reserves the right 
to suspend payments that it reasonably believes is related to non-compliant activity, or to 
suspend or terminate Your account pursuant to the Agreement.  If you determine that certain 
Data Protection Laws do not apply to you, then you agree to 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 applicable jurisdiction, or to otherwise ensure that 
individuals located in a particular regulated jurisdiction do not visit Your Site using the Network 
or Supplier Tools.

7.	REPRESENTATIONS AND WARRANTIES
 
7.1	By both parties.  Each party hereby represents, warrants, and agrees: (a) it is duly organized, 
validly existing, and has full authority to enter into this Agreement; (b) it has the full authority 
to perform its duties under this Agreement; (c) it will comply with all laws, rules and regulations 
applicable to the operation of its business and to its performance under this Agreement; and 
(d) performance under this Agreement does not conflict with any other duty to any other party 
under which it is bound, including proprietary and privacy rights.

7.2	By Publisher Partner.  You further represent, warrant, and agree that the information You 
provided as part of the registration process or otherwise, is and will be truthful, accurate and 
complete. 

7.3	Disclaimers.  TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT AS EXPRESSLY 
OUTLINED ABOVE, SUPPLIER (INCLUDING ITS CONTRACTORS AND SUPPLIERS) PROVIDE THE 
NETWORK, THE NETWORK PLATFORM, THE TOOLS, AND THE SERVICES ASSOCIATED WITH THE 
NETWORK ON AN “AS-IS’ BASIS. SUPPLIER HEREBY DISCLAIMS AND MAKES NO OTHER 
REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING 
REPRESENTATIONS, GUARANTEES OR WARRANTIES AS TO ACCURACY,  ADVERTISERABILITY, 
NON-INFRINGEMENT, COMPLETENESS, CURRENTNESS, TITLE, OR FITNESS FOR A PARTICULAR 
PURPOSE. SUPPLIER DOES NOT WARRANT THAT YOUR USE OF THE NETWORK, THE NETWORK 
PLATFORM, OR SUPPLIER TOOLS WILL RESULT IN ANY PARTICULAR LEVEL OF INCOME OR 
BUSINESS TO YOU, OR THAT ANY QUALIFYING LINKS OR ENGAGEMENTS WILL BE AVAILABLE TO 
YOU.  
 
8.	LIMITATIONS OF LIABILITY

8.1	LIMITATION.   TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF 
SUPPLIER 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 OR THE EQUIVALENT IN THE APPLICABLE CURRENCY 
UNIT. 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. 

8.2	NO CONSEQUENTIAL DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER 
PARTY WILL BE LIABLE TO THE OTHER UNDER THIS AGREEMENT (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. THE FOREGOING WILL NOT LIMIT RECOVERY FOR (A) THIRD 
PARTY CLAIMS AGAINST SUPPLIER ARISING FROM YOUR BREACH OF THIS AGREEMENT, AND (B) 
YOUR INFRINGEMENT OR MISUSE OF SUPPLIER’S INTELLECTUAL PROPERTY RIGHTS. 

9.	INDEMNIFICATION

9.1	Indemnification by You.  You agree to  indemnify and hold harmless Supplier for and against any 
Claims  that directly or indirectly arise out of or are based on (a) any breach of Your obligations 
under this Agreement, including failure to comply with applicable Data Protections Laws, or tax, 
labor or other applicable laws, (b)  any breach by You of an Engagement, (c)  Your negligence or 
willful misconduct, and (d) any actual or alleged infringement by You of any Intellectual Property 
Rights or other rights of any person. 

9.2	Supplier Indemnification. Supplier agrees to indemnify and hold You harmless for and against 
any Claims that directly or indirectly arise out of or are based on (a) any breach of Supplier’s 
obligations under this Agreement, and/or (b) any claims that the Supplier owned Intellectual 
Property Rights licensed to You by Supplier, when used strictly as permitted under this 
Agreement, infringe any Intellectual Property Rights or other rights of any person.

9.3	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. Supplier may 
participate in the defense of all claims as to which it does not assume defense and control, and 
You will not settle any such claim without Supplier’s prior written consent.

10.	AMENDMENTS; CHANGES IN SERVICES

10.1	Upon at least fourteen (14) days’ prior written notice, Supplier may, at any time, (a) add to, 
remove or otherwise amend any or all terms, conditions and/or other provisions of this 
Agreement, including any Network Policies or (b) add, remove, suspend or discontinue any 
aspect of the Network, the Network Platform, and Supplier Tools.  

10.2	YOUR CONTINUED USE OF THE NETWORK AND/OR OFFERING AFTER EXPIRATION OF ANY 
APPLICABLE PRIOR NOTICE PERIOD WILL CONSTITUTE YOUR BINDING AND LEGALLY 
ENFORCEABLE AGREEMENT TO SUCH AMENDMENT OR CHANGE, AS APPLICABLE. IF YOU DO 
NOT WISH TO ACCEPT ANY SUCH AMENDMENT OR CHANGE, THEN YOU MUST TERMINATE 
YOUR ACCOUNT IN THE NETWORK AND CEASE USING THE NETWORK, THE NETWORK 
PLATFORM, SUPPLIER TOOLS (INCLUDING QUALIFYING LINKS) AND ANY ASSOCIATED 
ENGAGEMENT.

11.	TERMINATION; SUSPENSION

11.1	Termination.  Either party may terminate this Agreement and Your participation in the Network 
at any time by providing written notice to the other party. Your removal of Qualifying Links from 
Your Site alone does not terminate an Engagement or this Agreement.

11.2	Suspension.  Supplier may suspend, limit, restrict, condition or deny Your access to or use of all 
or any part of the Network, the Network Platform, the Supplier Tools, or any Qualifying Links at 
any time in its sole discretion. 

11.3	Termination of Advertiser. Should an Advertiser’s participation in the Network end or be 
suspended, Supplier may terminate or suspend all Qualifying Links with that Advertiser without 
notice and without obligation or liability to You.

12.	EFFECTS OF TERMINATION

12.1	Termination.  Upon any termination of this Agreement and/or Your participation on the 
Network:

a.	You will immediately cease to use and remove from all Site(s), whether or not controlled 
by You, all Qualifying Links and other Content or materials provided to You in 
connection with Your participation in the Network or Your use of the Network Platform 
and Supplier Tools.

b.	All licenses and rights granted to You under this Agreement will immediately cease and 
terminate.

c.	Supplier may terminate or, in its sole discretion, direct or redirect all Qualifying Links 
continued to be used by You without Supplier or any Advertiser incurring any further 
liability or obligation to You.

d.	All confidential information of Supplier (including as applicable any confidential 
information of 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.

12.2	Survival.  All rights or remedies arising out of a breach of any terms of this Agreement will 
survive any such termination of this Agreement.  Sections 5, 7, 8, 9 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.

13.	SPECIALTLY PUBLISHER PARTNER TERMS

If you are a specialty publisher partner, You may be required to enter into an addendum that addresses the Your 
business model.
 
14.	MISCELLANEOUS

14.1	Independent Contractors.  The parties are independent contractors and not partners or joint 
venturers.  This Agreement is governed by applicable civil legislation and nothing in this 
Agreement will confer upon either party any authority to obligate or bind the other in any 
respect or cause either party to have a fiduciary or employment relationship with the other. 

14.2	Force Majeure.  Supplier will 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, pandemics or any other cause which is beyond the reasonable control of Supplier, 
whether or not similar to the foregoing

14.3	Assignability.  You may not assign or delegate any of the rights or obligations under this 
Agreement, and any such attempted assignment or delegation will be void. This Agreement is 
binding on and inures to the benefit of the respective permitted successors, heirs and assigns of 
each party.

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

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

14.6	Governing Law.  Except as otherwise provided in Schedule II, this Agreement and any non-
contractual rights or obligations arising out of or in connection with it will 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.

14.7	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, will be referred to and finally 
resolved by arbitration as set forth in Schedule III.  Notwithstanding the foregoing, either party 
will 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.  

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.

14.8	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 
with respect to such subject matter. There are no third-party beneficiaries of this Agreement; 
and persons who are not a party to this Agreement will have no rights under such laws as the 
Contracts (Rights of Third Parties) Act of 1999 or similar laws. The headings of sections or other 
subdivisions of this Agreement will not affect in any way the meaning or interpretation of this 
Agreement.  

14.9	Notices.  Supplier may provide notices to You by posting notices or links to notices in the 
Network Platform or by e-mail, regular mail, overnight courier or facsimile at Your contact 
addresses of record for the Network. Notices to Supplier must be sent, postage prepaid, by 
registered or certified mail or by international or domestic overnight courier, to the address 
specified in Schedule II with a copy to ra-legalnotices@mail.rakuten.com.

14.10	Language; Interpretation.  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 will prevail.
 

PMA Defined Terms

“Advertiser” means an entity that participates in the Network and recruits Publisher Partners to enter into 
Engagements.

“APAC Region” means China, Hong Kong, India, Indonesia, Japan, South Korea, Philippines, Malaysia, Pakistan, 
Singapore, Taiwan, Thailand or Vietnam

“Claim” means all claims, actions, demands, liabilities, losses, damages, penalties, interest, judgments, 
settlements, costs and expenses (including reasonable attorneys’ fees)

"Company Content" means Company's trademarks, trade names, trade dress, internet domain names, websites, 
logos, keywords (identifying Company), creative, copy and other content to the extent provided by Company to 
Supplier in connection with the Services.

“Data Protection Laws” means any data protection law or regulation applicable under this Agreement.

“EEA” means the European Economic Area as defined by applicable laws

“Engagement” means any type of agreement or arrangement between You and an Advertiser facilitated through 
Supplier Network whereby Advertiser agrees to pay You commissions or fees to assist in the promotion of 
Advertiser’s brand, products or services measured by Tracked Activities.  A “Direct Engagement” refers to those 
instances in which the Supplier is as an agent for Advertiser, such that the Engagement is directly between You 
and Supplier, acting on its own behalf.

The words “include”, “includes”, and “including” will be deemed to be followed by the phrase “without 
limitation.”

“Intellectual Property Rights” means all patent, trade secret, trademark, copyright, moral rights, database 
rights, rights of publicity and other intellectual property and proprietary rights, whether or not registered.

“Network” means the online affiliate marketing network operated by Supplier through which Publisher Partners 
may enter into Engagements with Advertisers.

“Network Platform” means the Supplier platform through which Advertisers and Publisher Partner manage their 
Engagements.

"Network Policies” means all Supplier’s acceptable use policies and other posted policies that apply to its 
affiliate marketing network as in effect from time to time. The Network Policies can be accessed by clicking here. 

“Permitted Purpose” means participation as a Publisher Partner in the Network, including entry into 
Engagements with Advertisers.

“Personal Data” means “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.

“Publisher Partner” means a legal entity or an individual that participates in the Network and, through such 
participation and use of the Network or Network Platform, makes itself available to be recruited or to enter into 
Engagements.

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

“Qualifying Link” means a link that is provided or authorized by Supplier to be displayed, distributed or placed 
on or by Publisher Partner 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 Advertiser can monitor Tracked 
Activities achieved by the display, distribution and/or placement of such link.

“Site” means a website, application, or other digital property that is accessible to consumers.

“Subnetwork” means the operator of a marketing network of further publishers to facilitate, amongst other 
things, affiliate and performance marketing, which has entered this Agreement to join the Network to market 
advertisers or their products as a Publisher.

“Subpublisher” means the operator of a website, application or service, which has agreed with the Subnetwork 
to market advertisers or their products

“Supplier” means the entity specified in Schedule I, including its Affiliates.  An “Affiliate” means an entity that 
controls, is controlled by or is under common control with Supplier entity.  

“Supplier Tools” means technology, software, reports and databases, account management and other services 
that may be made available from time to time by Supplier for use in Engagements, including Supplier owned 
Qualifying Links, but excluding Qualifying Links provided by Advertisers.

“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 and specified as eligible for compensation by the respective Advertiser as part of 
an Engagement. Examples of the kinds of Tracked Activities that an Advertiser may seek may include 
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 that can be tracked. 

 
PMA SCHEDULE I:  DATA PROTECTION PROVISIONS

Your Location*

*United States
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”).  

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 will 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 will 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.

*Brazil
Brazilian Privacy Laws.  If You operate Your site from Brazil or Your site 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 will 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 will take additional measures to comply with any provisions of the Brazilian Privacy law limiting 
the transmission of unsolicited commercial email.

*The United Kingdom, EEA and Switzerland
EU 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. For the purpose of this section, “Personal Data”, 
“Process/Processing”, “Controller”, “Processor”, “Data Subject”, and “Supervisory Authority” have the 
same meanings given to them in the EU Privacy Laws.

a.	Role of the Parties.  In order to participate in the Network and to enter into Engagements, You 
collect, use and share Personal Data with Supplier for the Permitted Purposes. You are a Controller 
of the Personal Data You provide to Supplier.  In addition to the Personal Data You provide to 
Supplier, Supplier also collects and uses Personal Data for the Permitted Purposes. Supplier is a 
Controller of the Personal Data that it collects and uses as a separate and independent Controller 
for the Permitted Purposes.  In no event will the Parties process the Personal Data as joint 
Controllers.
b.	Obligations. Each party will use the Personal Data in accordance with applicable Data Protection 
Laws and will individually and separately fulfill all obligations that apply to it as a Controller under 
the EU Privacy Laws, including: (a) identifying, disclosing and establishing its independent legal 
basis for processing and disclosing Personal Data; (b) fulfilling transparency requirements regarding 
its use of and disclosure of Personal Data; (c) implementing appropriate technical and 
organizational measures to ensure a level of security appropriate to the risk. Notwithstanding the 
foregoing, Publisher will assure it: (x) obtains the necessary consent from Data Subjects on behalf 
of Supplier in order for Supplier to Process the Personal Data for the Permitted Purposes, (y) shares 
such consent with Supplier in a manner that is mutually agreed upon (e.g., IAB Europe’s GDPR 
Transparency and Consent Framework); and (z) provides Data Subjects with the ability to withdraw 
such consent, in each case via the technology made available to Publisher by Supplier or such other 
consent tool approved by Supplier. Publisher will take all steps reasonably requested by Supplier to 
ensure Supplier’s compliance with applicable Data Protection Laws.  In the event that either Party 
receives any correspondence, inquiry or complaint from a Data Subject or Supervisory Authority 
(“Inquiry”) related to the use of Personal Data for the Permitted Purposes or the processing of 
Personal Data by the other Party, it will promptly inform the other Party and provide full details of 
the Inquiry. The Parties shall cooperate in good faith to timely respond to the Inquiry in accordance 
with requirements under the applicable Data Protection Laws.
d.	Subnetwork Obligations.  If You operate a Subnetwork, You represent, warrant and covenant that 
You will require participants in Your subnetwork to provide the required notice, consent and opt-
out links specified by Supplier, as otherwise agreed by You and Supplier, or as required by law.
c.	International Data Transfers. The parties acknowledge that Personal Data collected in the 
European Union (“EU”) or European Economic Area (“EEA”) shall be collected by Supplier’s 
European affiliate, Rakuten Marketing Europe Ltd. Rakuten Marketing Europe Ltd. May transfer 
Personal Data from the EU or EEA to its affiliates in the United States or other territories where the 
laws governing the level of protection for Personal Data differs from that of the EU and EEA. Such 
transfers rely on the Rakuten, Inc. Binding Corporate Rules (BCR) which have been approved by the 
Luxembourg Data Protection Authority. For more information on the BCR’s please 
visit https://corp.rakuten.co.jp/privacy/en/bcr.html.

* “Your Location” in this schedule includes (a) the place where you operate your business; (b) the place(s) you market to or 
target advertising to individuals; or; (c) the place You collect or otherwise process any Personal Data; or (d) the place You 
are otherwise subject to applicable Data Protection Laws.
 


PMA SCHEDULE II:  SUPPLER / NOTICES / GOVERNING LAW / VENUE

The location from which you operate your business*

*All countries other than those noted below:
SUPPLIER ENTITY: 
Rakuten Marketing LLC dba Rakuten Advertising
NOTICE ADDRESS:
Rakuten Advertising   
Attn: General Counsel
15 Park Avenue South, 2nd 
Floor, New York, New York 10003 
with a copy to ra-legalnotices@mail.rakuten.com
GOVERNING LAW: 
The laws of the state of New York, U.S.A.

*Brazil
SUPPLIER ENTITY:
Rakuten Marketing Brazil Limitada
NOTICE ADDRESS:
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
GOVERNING LAW: 
The laws of Sao Paulo.  This 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.  Without limiting 
any of the provisions of the Agreement, 
You agree to indemnify, defend and hold 
Supplier and its service providers 
harmless from and against any: (a) 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 (b) labor claims or actions of any 
kind promoted by Your employees, 
agents, or by thirds parties involved in the 
activities conducted by You under this 
Agreement, including legal costs and 
attorney’s fees.

*The United Kingdom, EEA and Switzerland
SUPPLIER ENTITY:
Rakuten Marketing Europe Limited
NOTICE ADDRESS:
Rakuten Marketing Europe Limited
Attn: Managing Director
71 Queen Victoria Street, 7th Floor, London, England, EC4V 4AY 
with a copy to ra-legalnotices@mail.rakuten.com
GOVERNING LAW: 
The laws of England and Wales.

*The APAC region 
SUPPLIER ENTITY:
Rakuten Marketing Australia Pty Ltd
NOTICE ADDRESS:
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
GOVERNING LAW:
The laws of Singapore.

*Australia
SUPPLIER ENTITY:
Rakuten Marketing Australia Pty Ltd
NOTICE ADDRESS:
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
GOVERNING LAW:
The laws of New South Wales, Australia.


PMA SCHEDULE III:  ARBITRATION PROVISIONS

Your Location*

Arbitration Provision: Unless otherwise specified in Section 14 of the Agreement, the following 
arbitration provision will apply based on Your location:

*All countries other than those noted below
All disputes will be 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 will designate one, with the third arbitrator to be designated by the 
two party-appointed arbitrators.  Such arbitration will be conducted in New York, New York in the 
English language.  The arbitrators will establish procedures under which each party will be entitled to 
conduct discovery and will award to the prevailing party in any such dispute the costs and expenses of 
the proceeding, including reasonable attorney’s fees.  The arbitration will be governed by the Federal 
Arbitration Act, 9 U.S.C. 1 et. seq., and except as set forth below, the arbitral award will be final, 
binding and incontestable and judgment thereon may be entered in any court of competent 
jurisdiction.  The arbitrators will 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 will be 
conducted at the place of the original arbitration.  

*Brazil
All disputes will 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 will designate one, with the third arbitrator to be designated by the two party- 
appointed arbitrators. Such arbitration will be conducted in São Paulo, São Paulo in the Portuguese 
language. The arbitration will be governed by Brazilian Arbitration Act (Law no. 9.307/1996) and except 
as set forth below, the arbitral award will be final, binding and incontestable and judgment thereon 
may be entered in any court of competent jurisdiction. The arbitrators will award only such damages as 
are permitted to be awarded pursuant to this Agreement. 

*The United Kingdom, EEA and Switzerland
All disputes will be referred to and finally resolved by arbitration under the Arbitration Rules of the 
London Court of International Arbitration (the “Rules”) save that any requirement in the Rules to take 
account of the nationality of a person considered for appointment as an arbitrator will be disapplied 
and a person may be nominated or appointed as an arbitrator (including as chairman) regardless of 
nationality. There will be three arbitrators, two of whom will be nominated by the respective parties in 
accordance with the Rules and the third, who will be the Chairman of the tribunal, will be nominated 
by the two party nominated arbitrators within 14 days of the last of their appointments. The seat, or 
legal place, of arbitration will be London, England. The language to be used in the arbitral proceedings 
will be English. Judgment on any award may be entered in any court having jurisdiction thereover. 

*The APAC region 
All disputes will be referred to and finally settled under the provisions of the Rules of Arbitration of 
Singapore International Arbitration Centre (“SIAC”). The arbitration will be conducted in English and the 
venue of arbitration will be SIAC, Singapore. There will be 3 arbitrators appointed as follows. Each of 
the Parties will appoint an arbitrator and the 2 appointed arbitrators will appoint the third arbitrator. If 
the parties fail to appoint arbitrators within 30 days of the matter being referred to arbitration, the 
arbitrators will be appointed in accordance with the SIAC Rules. The parties agree that any directions of 
the arbitrators and the outcome of the arbitration proceedings will be final and binding upon the 
Parties. Each party will bear the cost of preparing and presenting its case. The cost of arbitration, and 
specifically the fees and expenses of the arbitrators, will be shared equally by the Parties unless the 
award provides otherwise. The Parties agree that they will continue to perform their respective 
obligations under this Agreement, notwithstanding any arbitration proceeding being conducted in 
accordance with this section. 

*Australia
All disputes will be referred to and finally settled 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”).