ADVERTISER-PUBLISHER AGREEMENT
This Advertiser-Publisher Agreement (the "Agreement") is between the Advertiser (“We”, “Us”, or “Our”) and the Publisher (“You” or “Your”). It governs Your participation in Engagements with Us on the affiliate network operated by Rakuten Advertising (“Network”), including the advertising and commission arrangements between You and Us. Neither Network nor any of its corporate affiliates are parties to this Agreement.
Specifically, each party agrees as follows:

1. Offers and Engagements.

1.1. From time to time, We may post, on the Network, offers (each, an "Offer") to pay publisher partners a specified commission in return for certain advertising services that include Your displaying a Qualifying Link (defined below) or similar tool assigned to the Offer.   

1.2. By accepting one of our Offers, You enter into an "Engagement" with Us.  Each Engagement will be identified with the same identification number as the original Offer and will be governed by the terms and conditions of this Agreement. However, in the event of an inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern.

1.3. At any time before an Engagement is formed (including before You accept an Offer, are deemed to have accepted an assigned Offer under Section 1.5, or display or publish a Qualifying Link), We may, with or without notice (a) change, suspend, or discontinue any aspect of the Offer or Engagement, or (b) require that You remove,  alter, or modify any creative that We included in the Offer or Engagement. Once an Engagement is formed, We may still require that You remove, alter, or modify any creative, and You agree to promptly implement all requests from Us to remove, alter, or modify any such creative.

1.4. You agree to abide by the Policies listed by us in the publisher dashboard. The Policies tab in the Advertisers dashboard currently includes: Paid Search, Coupons, Gift Cards, DSA, and Multi-touch Commissioning. These Policies may be updated from time to time by Us and, by continuing to publish engagements, You accept the new and/or updated Policies.

1.5 Automatic Offer Assignment.

1.5.1 By accepting this Agreement, You authorize Us to automatically assign You to new Offers. When You are assigned to a new Offer, You will receive notice via email to Your registered email address and/or through the affiliate network platform. Such notice will include a link to the Offer in Your dashboard where You can view: (a) the Offer identification number, (b) the commission structure and requirements, and (c) the complete terms and conditions applicable to the Offer.

1.5.2 You will have seven (7) days from the date notice is sent to Your registered email address to review the Offer details in Your dashboard. After the seven-day review period, You will be deemed to have accepted the Offer and entered into an Engagement with Us under the terms specified for that Offer.

1.5.3 Notwithstanding Section 1.5.2 above, if You display, publish, or otherwise use a Qualifying Link associated with an automatically assigned Offer before the expiration of the seven-day review period, such use constitutes affirmative acceptance of that Offer and immediate entry into an Engagement.

1.5.4 You are responsible for maintaining current and accurate contact information in Your publisher account. All notices sent to Your registered email address will be deemed received by You, whether You actually receive them or not, whether such non-receipt was due to Your outdated contact information, email filters, or other technical issues.

2. Your Responsibilities.

2.1. You agree to comply with all applicable laws.

2.2. Data Protection and Privacy. You represent and warrant that: (a) You have implemented and will maintain a privacy policy that complies with all applicable data protection laws, including but not limited to GDPR, UK GDPR, CCPA/CPRA, and other applicable state and international privacy laws; (b) Your privacy policy is conspicuously posted and accessible from Your digital properties and discloses: (i) the use of cookies and tracking technologies (including those implemented by Us, Network, and third parties), (ii) data collection and sharing practices, including sharing with Us and Network, (iii) user rights and choices, including opt-out mechanisms; (c) You have obtained all necessary consents from users for the placement of cookies and tracking technologies and the collection, use, and sharing of personal data as required by applicable law; (d) You will honor user opt-out requests and privacy choices, including Global Privacy Control signals where required by law; (e) You will comply with all applicable data protection laws in Your collection, use, and sharing of personal data in connection with this Agreement. We make the same representations and warranties to You with respect to Our data protection practices.

2.3. The digital property on which You include Qualifying Links provides users with a user-requested benefit.

2.4 You agree that the position, prominence, and nature of links on Your site shall comply 
with all requirements specified in the Engagement. Where We provide approved marketing materials, creative assets, or promotional content, You agree to use such materials in accordance with all usage guidelines We specify. You may create Your own promotional content subject to the requirements in Sections 2.8 and 2.9.

2.5. You agree not to make any representations, warranties, or other statements concerning Us, Our site, any of Our products or services, or Our site policies except as expressly authorized by the Engagement.

2.6. You will promptly notify Us and the Network of any malfunctioning of the URLs specified in the Engagement (the "Required URLs") or other problems with Your participation in the Engagement. We will respond promptly to all concerns upon receipt of Your notification.

2.7 Cookie Consent and Tracking Technologies. You acknowledge that Qualifying Links and Network Technology may use cookies, pixels, and other tracking technologies. You agree to: (a) obtain all necessary consents from users as required by applicable law (including GDPR, ePrivacy Directive, CCPA, and other privacy laws) before placing cookies or tracking technologies; (b) provide users with clear information about cookies and tracking in Your privacy policy; (c) implement cookie consent management tools that comply with applicable laws; (d) honor user opt-out choices and preferences, including Global Privacy Control signals; and (e) not circumvent or interfere with tracking technologies. We make the same commitments to You regarding Our use of tracking technologies on Our properties.

2.8. If You use artificial intelligence, automated tools, or similar technology to generate promotional content related to Our products or services, You agree to: (a) ensure such content is accurate and not misleading; (b) comply with all applicable laws and platform policies regarding disclosure of AI-generated content; (c) review and approve all AI-generated content before publication; (d) clearly disclose the use of AI-generated content where required by applicable law or platform policies; and (e) ensure AI-generated content does not violate 7.1 or 2.6 above. You remain fully responsible for all content published on Your digital properties, whether created by humans or AI.

2.9 Brand Safety and Content Standards. You represent and warrant that Your digital properties and promotional content:
(a)	do not contain or promote illegal activities, hate speech, violence, discrimination, pornography, or other objectionable content;
(b)	comply with all applicable advertising standards and regulations, including FTC guidelines on endorsements and testimonials;
(c)	do not make false, misleading, or unsubstantiated claims about Our products or services;
(d)	if You engage in influencer marketing, includes clear and conspicuous disclosures of the commercial relationship as required by FTC guidelines and applicable law (e.g., #ad, #sponsored); and,
(e)	do not associate Our brand with content that could damage Our reputation or brand image.
We reserve the right to review Your promotional content and require modifications if We reasonably determine it violates these standards or could harm Our brand.

3. Commissions.

3.1. We agree to pay to You the commission specified in the Engagement after We have validated that a user conducts a Qualifying Action using the Qualifying Link displayed from Your digital property, in accordance with the business model adopted by Us as part of the Engagement.

3.1.1 A “Qualified Action” is a purchase of a product, completion or fulfillment of an application, or other action by a user as required by Us for You to earn a commission.

3.1.2. A "Qualifying Link" is a link from Your site to Our site using one of the Required URLs or any other URL provided by Us for use in the Engagement on the Network.  

3.1.3. A "Session" is the period of time beginning from a Customer's initial contact with Our site using a link from Your site and terminating when the Customer either returns to Our site using a link from a site other than Your site, or the Engagement expires or is terminated. 

3.2. We reserve the sole right and responsibility for processing all Qualifying Actions by users. You acknowledge that all agreements relating to the Qualifying Actions by users will be between Us and the user.

3.3. All determinations related to whether a commission is payable will be made by the Network in accordance with the terms of the Engagement and will be final and binding on both You and Us. If You dispute a commission determination, You should contact Us directly through the Transaction Inquiry process available in the Network dashboard.   

3.4. Unless otherwise specified in the Engagement, commissions will be paid within sixty (60) days after the end of the month in which the Qualifying Action was validated by Us. Payment will be processed through Network's payment system. You are responsible for maintaining accurate payment information in Your Network account. We reserve the right to withhold payment if We reasonably suspect fraud, invalid traffic, or violation of this Agreement, pending investigation and resolution. Commissions are subject to Network's minimum payment threshold, which is currently fifty dollars ($50.00) in aggregate across all of Your partnerships on the network. Commissions below this threshold will be carried forward and accumulated until the threshold is met.

3.5. Tracking and Reporting. We will provide You with access to tracking links and 
performance reporting through Network's platform, enabling You to monitor clicks, conversions, and commission earnings in real-time. You acknowledge that such reporting is provided primarily for informational purposes and that final commission determinations remain subject to Our validation under Section 3.3.

4. Ownership and Licenses.

4.1. Each party owns and shall retain all rights, title, and interest in its names, logos, trademarks, service marks, trade dress, copyrights, and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights, and proprietary technology currently used, or which may be developed and/or used by it in the future.

4.2. We grant to You a revocable, non-exclusive, worldwide license to use, reproduce, and transmit the names, logos, trademarks, service marks, trade dress, and proprietary technology that is made available through the Rakuten Advertising platform, as designated in the Engagement, on Your digital property solely for the purpose of referring a user from Your site(s) to Our site(s) as part of an Engagement. Except as expressly set forth in this Agreement or as permitted by applicable law, You may not copy, distribute, modify, reverse engineer, or create derivative works from the same. You may not sublicense, assign, or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment, or transfer is void.

4.3. You grant to Us a non-exclusive, worldwide, royalty-free license to use, reproduce, and transmit all creative submitted by You, solely for co-branding purposes or as a return link from Our site(s) to Your site(s). We will remove such creative upon receipt of Your written request.

4.4. Each party may, upon reasonable notice and no more than once per calendar year (unless fraud is suspected), audit the other party's compliance with this Agreement, including verification of Qualifying Actions, commission calculations, and data protection practices. Audits will be conducted during normal business hours and in a manner that minimizes disruption. The auditing party will bear its own costs unless the audit reveals a material breach or discrepancy exceeding ten percent (10%), in which case the audited party will reimburse reasonable audit costs.

5. Termination.

5.1. Termination of Engagement. Either party may terminate an Engagement at any time. Upon termination of an Engagement: (a) You will be entitled to commissions for Qualifying Actions where the user's initial click on the Qualifying Link occurred before the effective date of termination, even if the Qualifying Action itself occurs after termination but within the applicable session or cookie window, subject to Our validation under Section 3.3; (b) You agree to promptly remove all Qualifying Links for the terminated Engagement from Your digital properties; and (c) the licenses granted under Section 4 will terminate with respect to the terminated Engagement. Termination of an Engagement will not terminate this Agreement or any other Engagement between the parties.

5.2. Either party may terminate this Agreement at any time, for any reason, by providing  written  notice of termination to the other party and Network. Termination of this Agreement will also terminate all outstanding Engagements. However, all rights to payment, causes of action, and all provisions which by their terms are intended to survive termination will remain in full force and effect.

5.3. Upon termination of this Agreement or any Engagement, each party will, to the extent required by applicable data protection laws and upon the other party's written request: (a) cease processing personal data obtained from the other party or in connection with the terminated Agreement or Engagement; (b) delete or return such personal data within thirty (30) days; and (c) certify in writing that it has complied with these requirements. This obligation is subject to each party's right to retain data as required by applicable law or for legitimate business purposes (e.g., financial records, dispute resolution, legal compliance).

6. Representations.

6.1. Each party represents to the other that: (a) it has the authority to enter into this Agreement; (b) it has sufficient rights to grant all licenses granted hereby; and (c) all material which is provided to the other party and displayed on the other party's site will not: (i) infringe on any third party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; (ii) violate any applicable law, statute, ordinance, or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic, or obscene; (v) violate any laws regarding unfair competition, antidiscrimination, or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, cancelbots, or other similar harmful or deleterious programming routines.

6.2. EXCEPT FOR THE ABOVE REPRESENTATIONS, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6.3. Each party represents and warrants to the other party that it will comply with all applicable laws, regulations, and industry standards in performing its obligations under this Agreement, including, without limitation, the following compliance areas:
(a)	advertising and marketing laws, including the Federal Trade Commission Act, the Lanham Act, and applicable state consumer protection laws;
(b)	data protection and privacy laws including applicable federal, state, and international privacy regulations;
(c)	anti-spam laws, including the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM), Canada's Anti-Spam Legislation (CASL), and the General Data Protection Regulation (GDPR);
(d)	accessibility requirements, where applicable, including compliance with the Americans with Disabilities Act and Web Content Accessibility Guidelines;
(e)	intellectual property laws, including copyright, trademark, patent, and trade secret laws; and,
(f)	anti-bribery and anti-corruption laws, including the Foreign Corrupt Practices Act and applicable local anti-corruption legislation.
Each party further represents and warrants that it will maintain all required licenses, permits, and registrations necessary for its business operations and performance of obligations under this Agreement.

7. Indemnification.

7.1. Each party hereby agrees to indemnify, defend, and hold harmless the other party and its directors, officers, employees, and agents from and against any and all third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of: (a) a material breach of its representations, warranties, or obligations under this Agreement; (b) its negligence or willful misconduct; or (c) its violation of applicable law. The indemnifying party will not be required to indemnify the indemnified party to the extent the claim arises from the indemnified party's own negligence, willful misconduct, or breach of this Agreement. The indemnification obligations are subject to: (i) prompt written notice of the claim; (ii) the indemnifying party having sole control of the defense and settlement (provided settlement does not admit fault by, or impose obligations on, the indemnified party without its consent); and (iii) reasonable cooperation by the indemnified party.

8. Limitation of Liability.

8.1. EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. 

8.1.1. CAP ON DIRECT DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE UNDER THE APPLICABLE ENGAGEMENT(S) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. 

8.1.2. EXCEPTIONS. THE LIMITATIONS IN SECTIONS 8.1 AND 8.1.1 WILL NOT APPLY TO: (a) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7; (b) EITHER PARTY'S BREACH OF SECTION 4 (OWNERSHIP AND LICENSES) OR SECTION 9.5 (CONFIDENTIALITY); (c) EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (d) CLAIMS FOR UNPAID COMMISSIONS THAT HAVE BEEN VALIDATED UNDER SECTION 3.3.

8.2. The parties agree that neither the Network nor its Representatives shall be liable to either party for any direct, indirect, special, exemplary, consequential, or incidental damages, even if informed of the possibility of such damages.

9. General.

9.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.

9.2. This Agreement has been made and shall be construed and enforced in accordance with the laws of the state of New York. Any action to enforce this Agreement shall be brought in the federal or state courts located in that state. If You need to send official correspondence, send it via registered mail to Our headquarters to the attention of Our legal department.

9.3. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable or, if that is not possible, deemed severed, and the remaining provisions shall remain in full force and effect. Any such invalidity, illegality, or unenforceability in one jurisdiction shall not affect the validity or enforceability of that provision in any other jurisdiction.

9.4. Together with the Offer, 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.

9.5. Each party agrees to keep confidential and to not disclose to third parties (except as required by law or with the prior written consent of the disclosing party) the terms of this Agreement, including commission rates and financial terms, and all non-public business information of the other party obtained in connection with this Agreement. This confidentiality obligation shall survive termination of this Agreement for a period of three (3) years.

10. Data Security and Breach Notification.

10.1. Both parties shall implement and maintain reasonable administrative, technical, and physical safeguards to protect the security, confidentiality, and integrity of personal data and confidential information. Such safeguards shall include, but not be limited to, appropriate access controls, encryption of sensitive data, regular security assessments, and employee training on data protection requirements.

10.2. In the event of any actual or suspected data breach involving personal data or confidential information, the party discovering such breach shall notify the other party within seventy-two (72) hours of discovery. Such notification shall include all reasonably available information about the breach, including the nature of the incident, categories of data affected, number of individuals potentially impacted, and steps taken or planned to mitigate harm. Both parties shall cooperate fully in investigating the breach, implementing remedial measures, and ensuring compliance with applicable legal and regulatory notification requirements.

10.3. Each party shall be responsible for providing all required notifications to regulatory authorities and affected individuals as required by applicable law. The parties shall coordinate their notification efforts to ensure consistency and compliance with all legal requirements and shall provide reasonable assistance to each other in fulfilling their respective notification obligations.