Terms of Use: Affiliate for ShareASaleNetwork
Yes! Call me crazy, but I collect agreements… There are so many online agreements that I agree to, that one day I decided to start to copy and paste them here just to keep track… It might be useful someday. To see all of the ones that I have collected, just click here
STANDARD TERMS FOR PUBLISHERS (“STANDARD TERMS”)
- JOINING THE NETWORK
1.1 By submitting an Application Form, or by accessing the Interface, the Person
named in the Application Form (the “Publisher” also known as “Affiliate”) is
offering to participate in the ShareASaleNetwork, and market Advertisers and their
Products, in accordance with the Application Form and these Standard Terms. By
submitting an Application Form, the Publisher is also agreeing to the terms of
AWIN’s privacy policy, which can be found here:
https://www.awin.com/us/legal/privacy-policy.
1.2 Acceptance of the Application Form is subject to the sole discretion of
Shareasale.com, Inc. of 15 W. Hubbard Street, Suite 500, Chicago IL 60654, an
AWIN Group Company (“ShareASale”). Acceptance or rejection of the Application
Form will be notified to the proposed Publisher by email.
1.3 On acceptance of the Application Form by ShareASale, the Application Form and
these Standard Terms, including the applicable data processing annex(es), will
together constitute a legally binding “Agreement” entered into by ShareASale and
the Publisher. On rejection of the Application Form, no agreement will be formed.
1.4 The Publisher is the operator of a website, application or service (including email
service), or is a Subnetwork. By entering this Agreement with ShareASale, the
Publisher will join the Network to market Advertisers or their Products.
1.5 This Agreement prevails over any terms supplied by the Publisher.
1.6 Any individual contracting on his or her own behalf warrants that he or she is aged
18 or over. Any individual completing the Application Form on behalf of a proposed
Publisher warrants that he or she has all necessary authority to bind that proposed
Publisher. - DEFINITIONS
2.1 The following definitions and rules of interpretation apply in this Agreement:
“Action” means a Sale, Lead, Click, Ad Impression, or other event, that has been
specified as eligible for remuneration by the respective Advertiser under its Program
Terms, on which commissions may be based under this Agreement;
“Ad Impression” means a display of an advertisement of an Advertiser by the
Publisher, as reported by the Tracking Code only;
“Admin” means a single Authorized User with full access to, and control of, the
Publisher Account and which is at all times authorized to act on behalf of the
Publisher and bind the Publisher;
“Advertiser” (also known as “Merchant”) means a Person which has agreed with
ShareASale to join the Network to be marketed, and/or to have its Products
marketed;
“Advertiser Materials” means any trade marks, advertising content, images, text,
video, data or other material provided by or on behalf of an Advertiser to
ShareASale, the Publisher or a Subpublisher;
“Advertiser Program” means an ongoing affiliate marketing program of an
Advertiser on the Network, for the promotion of the Advertiser or its Products in
accordance with this Agreement and the Program Terms;
“Advertiser URLs” means, from time to time, any websites, apps or services of an
Advertiser offering Products and to which the Publisher may link;
“Advertising Standards” means any applicable advertising laws, regulations or
standards, data laws relating to advertising (including the Children’s Online Privacy
Protection Act), including without limitation any FTC Guidance, any generally
accepted self-regulatory codes of practice, and any related guidance or best practice
advice; “Application Form” means the registration form by which operators of
websites, applications, technologies or services apply to participate in the Network;
“Application Form” means the registration form by which operators of websites,
applications, technologies or services apply to participate in the Network;
“Authorized User” means an individual permitted to view, or view and operate,
the Publisher Account on behalf of the Publisher, by its individual Authorized User
Account, as set out in clause 3;
“Authorized User Account” means the account of an individual on the Interface,
permitted to view, or view and operate, the Publisher Account on behalf of the
Publisher, as set out in clause 3;
“AWIN” means Awin Limited, 5th Floor, 2 Thomas More Square, London E1W 1YN,
incorporated in England and Wales with company number 4010229, a ShareASale
Group Company;;
“Bonus” means an ad hoc payment to the Publisher by an Advertiser in return for a
specific promotion or other marketing activity;
“Business Day” means a day other than a Saturday, Sunday or national public
holiday in Illinois, U.S.;
“Change of Control” means a change in the beneficial ownership of more than
50% of the issued share capital of a company or a change in the majority of the
Persons with legal power to direct or cause the direction of the general management
of a company;
“Click” means the intentional and voluntary following of a Link by a Visitor as part of
marketing services as reported by the Tracking Code only;
“Code of Conduct” means the code of conduct for publishers at
https://www.awin.com/us/legal/code-of-conduct as may be amended or updated by
AWIN at its discretion on notice to the Publisher;
“Commission” means the amount payable to the Publisher in return for marketing
an Advertiser and its Products, in accordance with that Advertiser’s Program Terms;
“Confidential Information” means any information disclosed by or relating to a
party, including: information arising during the Term of this Agreement; information
about a party’s business affairs; information about a party’s operations, products or
trade secrets; information about a party’s technology (including any know-how and
source code) and any derivatives of any part of any of them and which (i) is marked
or identified as confidential; or (ii) would be regarded as confidential by a reasonable
business person;
“CPA” means a Commission earned per tracked and locked Sale;
“CPC” means Commission earned per valid Click;
“CPL” means a Commission earned per tracked and locked Lead;
“CPM” means a Commission earned per one thousand Ad Impressions;
“Data Regulation” means any applicable data protection, privacy or similar laws
that apply to data processed in connection with this Agreement, including for EU
citizens the GDPR or ePrivacy and for US citizens, FTC Guidance, self-regulatory
principles set forth by the Digital Advertising Alliance, the California Consumer
Privacy Act of 2018 Cal. Civil Code § 1798.100 et seq. (“CCPA”) and other US state
and federal legislation relating to data privacy and security;
“Effective Date” means the date of acceptance of the Application Form by
ShareASale;
“ePrivacy” means the Privacy and Electronic Communications Directive 2002/58
(including any replacing or superseding legislation);
“FTC Guidance” means the published cases and guidelines from the United States
Federal Trade Commission, including without limitation the guidance on
substantiation of claims, privacy, data security, native advertising and disclosure
guidance for influencers and spokespeople.
“GDPR” means the EU General Data Protection Regulation 2016/679.
“Group Company” means any holding company or subsidiary of a party or any of
its holding companies. A company is a “subsidiary” of another company, its
“holding company”, if that other company (i) holds a majority of the voting rights
in it, or (ii) is a member of it and has the right to appoint or remove a majority of
its board of directors, (iii) or is a member of it and controls alone, pursuant to an
agreement with other members, a majority of the voting rights in it;
“Intellectual Property Rights” means all copyrights and related rights, patents
rights to inventions, utility models trademarks, service marks, trade, business and
domain names, rights in trade dress or get-up, rights in goodwill or to sue for
passing off, unfair competition rights, rights in designs, rights in computer software,
database rights (including any database rights in the Network), topography rights,
moral rights, rights in confidential information (including know- how and trade
secrets) and any other intellectual property rights, in each case whether registered
or unregistered and including all applications for and renewals or extensions of such
rights, and all similar or equivalent rights or forms of protection in any part of the
world;
“Interface” means the intranet and software platform operated by ShareASale or
ShareASale Group Companies and any functionality accessed or made available
through such platform;
“Lead” means a ‘sales lead’ of an Advertiser generated in the Tracking Period, as
reported by the Tracking Code only;
“Link” means a hyperlink from a Promotional Space to an Advertiser URL;
“Network” means the marketing network of publishers and Advertisersoperated by
ShareASale or ShareASale Group Companies to facilitate, amongst other things,
affiliate and performance marketing.;
“Network Fee” means the fee payable to ShareASale, calculated as an override fee
of an amount equal to a specified percentage of any total Commissions and Bonuses
due, or on such other basis as may be agreed by ShareASale and an Advertiser;
“Product” means a product, service or equivalent offered by an Advertiser on any
Advertiser URL;
“Program Terms” means any terms and conditions, or other requirements applied
by an Advertiser to the participation in its Advertiser Program;
“Promotional Space” means any advertising inventory appearing on the Publisher
Service, or means of delivering Advertiser Materials enabled by the Publisher
Service;
“Publisher Account” means the respective account of the Publisher on the
Interface;
“Publisher Service” means a website, application or service operated by the
Publisher capable of marketing Advertisers and their respective Products;
“Sale” means the agreed purchase of a Product by a Visitor in the Tracking Period, as
reported by the Tracking Code only;
“Subpublisher” means the operator of a website, application or service, which has
agreed with the Subnetwork to market advertisers or their products;
“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;
“Subprocessor” any person (excluding an employee of either party) appointed by
or on behalf of either party to Process Personal Data on behalf of such party or
otherwise in connection with this Agreement.
“Suspension” means the suspension by ShareASale or any ShareASale Group
Company of the Publisher’s participation in the Network for a period of time,
including the following:(i) preventing the Publisher from accessing the Interface; (ii)
withholding payments otherwise due to the Publisher; (iii) ceasing to track Actions;
(iv) removing any Advertiser Materials from the Publisher Service and “Suspend”
shall be interpreted accordingly;
“Term” means the term of this Agreement from the Effective Date until its
termination or expiry in accordance with clause 14 or 17.4;
“Tracking Code” means the software code (from time to time) provided by
ShareASale for the recording of, amongst other things, web traffic and Actions;
“Tracking Period” means the period of time in which the Actions of a Visitor are
attributed to the Publisher and, subject to the Program Terms, generate
Commissions for the Publisher;
“Validation Period” means the period of time during which Advertisers may
approve or decline Sales and Leads; and
“Visitor” means any Person who follows a Link.
2.2 In this Agreement:
2.2.1 any meanings given to terms in the attached Application Form shall apply
to these Standard Terms;
2.2.2 the terms “Data Controller”, “Data Processor”, “Data Subject”,
“Personal Data”, “Personal Data Breach”, “Process” and
“Processing” have the meanings given to them in GDPR;
2.2.3 the terms “Consumer”, “Personal Information”, “Business”,
“Service Provider”, and “Third Party” have the meanings given to
them in the CCPA;
2.2.4 “include” or “including” is without limitation;
2.2.5 the singular will include reference to the plural and vice versa;
2.2.6 a “Person” includes an individual, company, partnership or
unincorporated association;
2.2.7 a statute, order, regulation or other similar instrument will include any
amendments to it or replacements of it; and
2.2.8 “writing” and “written” includes emails but not faxes.
2.3 If there is a conflict between the Application Form and the Standard Terms, the
Application Form shall prevail. - PARTICIPATION IN THE NETWORK AND USE OF THE INTERFACE
3.1 Subject to the Publisher’s compliance with this Agreement, ShareASale will:
3.1.1 permit the Publisher’s participation in the Network for its assignment of
the Promotional Space; and
3.1.2 grant access to the Interface.
3.2 ShareASale may change any aspect of the Interface at its sole discretion.
3.3 On the Effective Date, the Publisher shall:
3.3.1 register a Publisher Account; and
3.3.2 nominate an Authorized User as Admin of that Publisher Account.
3.4 Each Publisher Account may have only one Admin, and must have an Admin at all
times. Each Publisher Account may have a reasonable number of Authorized Users.
3.5 The Admin may assign its Admin role to another Authorized User via the Interface
at any time. Assignment of the Admin role does not assign the Publisher’s rights and
obligations under this Agreement.
3.6 To the extent enabled by the Interface, Authorized Users shall be allocated
permissions to view, or view and operate, the Publisher Account by the Admin,
acting on behalf of the Publisher. Authorized Users may, on behalf of the Publisher,
also allocate permissions to view, or view and operate, the Publisher Account,
provided that no Authorized User may grant greater permissions than they
themselves hold. The Admin may, at any time, withdraw the permission of any
Authorized User to view and/or operate the Publisher Account.
3.7 The Publisher undertakes that:
3.7.1 the Admin shall remain authorized to act on behalf of the Publisher and
bind the Publisher;
3.7.2 all Authorized Users are permitted to view, or view and operate, the
Publisher Account in accordance with any permissions granted on the
Interface, which shall be kept up to date by the Publisher;
3.7.3 it shall use best endeavours to ensure that the Admin and all Authorized
Users shall:
(a) access the Interface in their own name under their own
Authorized User Account; and
(b) keep any passwords confidential.
3.8 The Publisher shall:
3.8.1 ensure the proper functioning and maintenance of all Links;
3.8.2 provide Advertisers and ShareASale with full and clear instructions as to
the Advertiser Material it may reasonably require for the purposes of the
promotion of an Advertiser or its Products in accordance with this
Agreement and the Program Terms;
3.8.3 provide Advertisers reasonable access to information the Advertiser may
require to operate the Advertiser Program; and
3.8.4 remain primarily liable for the acts and omissions of all Subpublishers.
3.9 ShareASale shall not be liable for any losses or damages suffered by the Publisher
due to the disclosure of any Authorized User Account passwords.
3.10 The Publisher shall remain primarily responsible and liable for all activities occurring
under any of the Authorized User Accounts and the acts or omissions of any
Authorized User.
3.11 If the Publisher suspects that a third party has gained unauthorized access to access
data, the Publisher shall inform ShareASale immediately by sending an e-mail to
global-partnercompliance@awin.com or such other e-mail as may be notified to the
Publisher from time to time.
3.12 ShareASale may Suspend or withdraw any Authorized User Accounts at its
discretion, or on request by the Publisher.
3.13 Under this Agreement ShareASale, or any ShareASale Group Company may, on
behalf of ShareASale:
3.13.1 provide any aspect of the Network or the Interface (including the granting
of sublicenses and licenses under clause 10);
3.13.2 enjoy any benefit, or exercise any right;
3.13.3 satisfy any of ShareASale’s obligations. - MARKETING
4.1 The Publisher may request to market Advertisers or their Products at their discretion
by applying to participate in an Advertiser Program. Advertisers may approve or
refuse such requests, and remove Publishers from Advertiser Programs, at any time
at their discretion. The Publisher may only market an Advertiser or its Products under
this Agreement with the Advertiser’s continued approval, unless specifically enabled
by the proper use of the Interface.
4.2 Advertisers may apply Program Terms and make changes to any Program Terms at
their discretion, which shall become effective on notice to the Publisher, including
by publication on the Interface. Advertisers may change their Program Terms at
any time. The Publisher is solely responsible for ensuring it is aware of any changes
to the Program Terms.
4.3 Subject to the Publisher’s compliance with this Agreement and the Program Terms,
and the continued approval of the respective Advertiser, ShareASale will provide to
the Publisher the Advertiser Materials.
4.4 ShareASale, however, is not obliged to review any Advertiser Material or check their
legality or accuracy. A Publisher admitted to the Advertiser Program may publish
the Advertiser Materials through its Publisher Service at its discretion and use them
solely to the extent permitted under this Agreement and the Program Terms.
4.5 ShareASale may deactivate any Links on request of the respective Advertiser, or at
its sole discretion.
4.6 The Publisher shall remove any Advertiser Materials from the Publisher Service
immediately on request of either the Advertiser or ShareASale.
4.7 ShareASale will use reasonable endeavors to procure that Advertisers comply with
any terms and conditions, or other requirements, applied by the Publisher to its
promotion of Advertisers or their Products. - TRACKING AND VALIDATION
5.1 The Tracking Code and Program Terms as interpreted by ShareASale will be the sole
bases for recording and determining Actions and Commissions and for tracking. No
other means of recording or determining Actions or Commissions shall be used under
this Agreement, notwithstanding any agreement or arrangement between the
Publisher and any Advertiser to the contrary.
5.2 Sales, Clicks and Leads will only be attributed to the Publisher where the Tracking
Code records that the Publisher was responsible for the most recent referral of the
Visitor to the Advertiser URL prior to that Sale or Lead, unless expressly agreed
otherwise between the parties or specified otherwise by the Advertiser in the
respective Program Terms, and in each case subject to any communicated “cookie
hierarchy” or “commission hierarchy”.
5.3 Tracked Sales, Clicks and Leads will be locked after a certain period, subject to the
applicable Program Terms. - ACTIONS, COMMISSIONS AND BONUSES
6.1 The amount of any Commissions is as may be displayed on the Interface. CPA
Commissions in respect of locked Sales will be determined as either:
6.1.1 a percentage of the purchase price of the Product(s) subject of the locked
Sale, as set out on the Interface; or
6.1.2 a fixed amount, irrespective of the purchase price of the Product(s)
subject of the locked Sale, as set out on the Interface.
6.2 Advertisers may change the amount of Commission offered on notice to Publishers.
ShareASale will use reasonable endeavors to procure that Advertiser’s reductions of
the amount of Commissions offered shall take effect seven days after notification.
6.3 Bonuses may be agreed by the Publisher and Advertisers at their discretion and
must be processed via the Interface.
6.4 Commissions and Bonuses shall only be due for payment:
6.4.1 on receipt by ShareASale of the corresponding payment in respect of that
Action from the Advertiser; and
6.4.2 in respect of Actions procured in accordance with this Agreement and any
applicable Program Terms.
6.5 Without prejudice to any other rights or remedies of ShareASale, if ShareASale
reasonably suspects that any Commissions paid under this Agreement have been
generated in breach of this Agreement, ShareASale may set off or deduct the
amount of such Commissions from any future payments due to the Publisher or from
any funds held to the Publisher’s account from time to time (whether under this
Agreement or any other agreement between ShareASale and the Publisher). Such
deduction shall constitute a genuine pre-estimation of the loss suffered by
ShareASale as a result of the payment of such Commission in breach of this
Agreement. - INVOICING AND PAYMENTS
7.1 ShareASale will pay the Publisher:
7.1.1 Commissions in respect of locked Sales, Leads, Clicksor one thousand Ad
Impressions; and
7.1.2 Bonuses agreed between the Publisher and Advertisers.
7.2 Payment of Commissions and Bonuses may be subject to any Advertiser Terms.
7.3 Payment statements for Commissions and Bonuses can be accessed by the Publisher
via the Interface. The Publisher agrees to the following:
7.3.1 the Publisher agrees not to issue invoices for any Commissions and
Bonuses generated under this Agreement;
7.3.2 ShareASale may provide a copy of this Agreement to the Internal
Revenue Service (or equivalent local tax authority) in order to evidence
the payment arrangements between ShareASale and the Publisher;
7.3.3 the Publisher will immediately notify ShareASale if it transfers any part of
its business as a going concern;
7.3.4 ShareASale may engage third party service providers to administer the
issuing of payments under this Agreement.
7.4 ShareASale will pay all due Commissions and Bonuses subject to:
7.4.1 the passing of the lock date set out in the Interface by the Advertiser for
the respective Action;
7.4.2 any minimum payment thresholds implemented by ShareASale from time
to time being satisfied;
7.4.3 the correct, accurate and complete bank and tax information of the
Publisher being shown on the Interface;
7.4.4 the provision of any additional information reasonably requested by
ShareASale in respect of the Publisher’s location or residence;
7.4.5 the payment not being subject to any internal audits or ‘network quality’
reviews from time to time.
7.5 All payments will be made in accordance with the payment method selected by the
Publisher in the ‘Payment Settings’ section of the respective Publisher Account on
the Interface. ShareASale is not obligated to take steps to verify the accuracy of the
payment information provided by the Publisher, including mailing address if the
Publisher chooses to be paid by check or bank account information if the Publisher
chooses to be paid by ACH. Updates to bank account information may take up to
two Business Days to take effect.
7.6 All sums payable under this Agreement shall be exclusive of any sales taxes, use
taxes, value added taxes, goods or services taxes or comparable taxes which, if
applicable, shall be added at the appropriate rate. These taxes shall be collected
and remitted pursuant to applicable law. If payments under this Agreement are
subject to withholding tax, ShareASale is entitled to deduct the appropriate amount
from payments to the Publisher. The parties agree to work together on reducing any
withholding tax, and, upon request, shall provide documents required for any
reduction, exemption, reimbursement or deduction of withholding tax.
7.7 All amounts payable shall be paid in the currency in which the respective
Commissions are received from Advertisers. Any costs of currency conversion or
losses caused by exchange rate fluctuations shall be borne by the Publisher.
7.8 The Publisher will immediately repay any amounts paid to the Publisher in error, or
other than in accordance with the Publisher’s rights under this Agreement.
7.9 Publisher accounts that are abandoned will be closed. If an abandoned Publisher
account has a positive balance, the balance will be paid out to the Publisher upon
closure. An abandoned Publisher account is defined as any account that has not
been logged in to, nor had any transactions posted to it, for a period of 6 months.
If one or the other of those conditions are true, the account will remain in an active
state. If a payout to the Publisher is not possible, in accordance with applicable law,
the payable amount may be considered as unclaimed property and will be reported
and paid to the respective state authority by ShareASale.
7.10 Any underpaid Commission or Bonuses must be notified to ShareASale immediately.
Subject to clause 6.4, any underpaid Commission or Bonuses notified by the
Publisher to ShareASale within 12 months of the underpayment will be rectified. The
Publisher hereby waives its right to recover any underpaid Commissions or Bonuses
that the Publisher fails to report to ShareASale within 12 months of the
underpayment. - PUBLISHER’S RELATIONSHIP WITH ADVERTISERS
8.1 The Publisher’s participation in the Network does not create any contract between the
Publisher and any Advertiser.
8.2 During the term of this agreement the Publisher will not, directly or indirectly, enter
or attempt to enter into any agreement, understanding or other form of
arrangement (whether express or implied) with any Advertiser where payments are
made to the Publisher in respect of any marketing services (including but not limited
to affiliate, display, programmatic, search, email and click-to-call marketing) other
than under this Agreement, without ShareASale’s prior written approval. - WARRANTIES AND INDEMNITY
9.1 Each party warrants and undertakes to the other for the Term that:
9.1.1 it has full power and authority to enter into this Agreement;
9.1.2 it holds all licenses and approvals necessary for the performance of its
obligations under this Agreement;
9.1.3 it will perform its obligations under this Agreement in accordance with all
applicable laws and using reasonable skill and care; and
9.1.4 it will not make any false, misleading or disparaging representations or
statements regarding the other party.
9.2 The Publisher warrants and undertakes to ShareASale for the Term that:
9.2.1 neither the Publisher, nor any of its officers or shareholders, have
previously been party to an agreement terminated by ShareASale or any
ShareASale Group Company for breach;
9.2.2 no officer or shareholder of the Publisher has been an officer or
shareholder of a company (or other entity) party to an agreement
terminated by ShareASale or any ShareASale Group Company for breach;
9.2.3 all information about the Publisher set out in the Application Form or on
the Interface is complete, true, accurate, not misleading and will be kept
up to date (including, but not limited to address details, payment details
and tax information);
9.2.4 its marketing of any Advertiser or its Products will comply with all
Advertising Standards and Data Regulation;
9.2.5 the Publisher Service will be operated in accordance with all applicable
laws (including Advertising Standards and Data Regulation);
9.2.6 it shall comply with the Code of Conduct at all times;
9.2.7 it shall comply with all relevant tax laws;
9.2.8 it shall retain ultimate control of the operation of the Publisher Service;
9.2.9 it is the owner or valid licensee of any Intellectual Property Rights
appearing on the Publisher Service, and that no part of the Publisher
Service infringes the rights of any third party; and
9.2.10 all Advertiser Materials will be accurately and faithfully reproduced.
9.3 The Publisher will indemnify, defend and hold harmless ShareASale and any
ShareASale Group Company (including its directors, employees, agents or
contractors), from and against any claims, costs, damages, losses, liabilities and
expenses (including legal fees) relating to any claims, actions, suits or proceedings
by third parties against ShareASaleor any ShareASale Group Company arising out
of or related in any way to any breach by the Publisher of any of the warranties at
clauses 9.1 and 9.2, or Publisher’s gross negligence or willful misconduct. - INTELLECTUAL PROPERTY
10.1 ShareASale hereby grants to the Publisher, for the duration of its participation in
the Advertiser Program, a revocable, non-exclusive, non-transferable, royalty-free,
worldwide sublicense to publish Advertiser Materials, without modification, on the
Publisher Service in the Promotional Spaces to the extent necessary to enable the
Publisher to market the respective Advertiser and its Products on the Network in
compliance with the Agreement and the Program Terms.
10.2 A sublicense granted to a Subnetwork under clause 10.1 shall be further sublicensable by the Subnetwork to Subpublishers on terms equivalent to clause 10.1,
with ShareASale’s prior written consent.
10.3 A sublicense granted by a Subnetwork under clause 10.2 shall not be capable of
further sublicense by the Subpublisher without ShareASale’s prior written consent.
10.4 ShareASale hereby grants to the Publisher a revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free worldwide license to use the Interface to
the extent necessary for the Publisher to participate in the Network and perform its
obligations under this Agreement.
10.5 The Publisher will not, and will not attempt to, change, reverse engineer or create
derivative works of the Interface or the Tracking Code.
10.6 Each party reserves all of its right, title and interest to any of its Intellectual Property
Rights licensed under this clause 10, or which it creates under this Agreement or
which is created by operation of the Tracking Code.
10.7 The Publisher shall use information and data obtained from and in connection with
participating in the Network only for the purpose of this Agreement. Uses for any
other purpose, or disclosure of such information and data are prohibited.
10.8 Either party may identify the other party in lists of clients or customers, and may
use the other party’s name and logo in marketing materials and presentations. Any
other use shall require the prior written consent of the other party. - CONFIDENTIALITY
11.1 Each party will only use Confidential Information to enjoy its rights or comply with its
obligations under this Agreement. Save as set out in this Agreement, neither party
will disclose any Confidential Information. Confidential Information shall be kept
confidential.
11.2 The obligations of confidentiality in this Agreement will not apply to Confidential
Information to the extent it:
11.2.1 is in the public domain (other than as a result of a breach of this
Agreement);
11.2.2 can be demonstrated as having been independently developed by the
receiving party;
11.2.3 is published on the Interface in the receipt or provision of the Services in
accordance with this Agreement;
11.2.4 is required to be disclosed by law or a court order.
11.3 ShareASale may disclose Confidential Information to ShareASale Group Companies.
11.4 This clause will survive termination for five years. - DATA PROTECTION AND COOKIES
12.1 ShareASale and the Publisher will comply with their respective obligations under
Data Regulation and in accordance with the applicable data processing annex(es) to
these Standard Terms. - LIMITATION OF LIABILITY
13.1 This clause 13 sets out the entire liability of ShareASale and its Group Companies
under or in connection with the Agreement.
13.2 Each party shall be liable for any breaches of Data Regulation for which they are
responsible and accordingly there shall be no joint liability between the parties in
respect of such breaches.
13.3 ShareASale will not be liable for any losses of the Publisher if ShareASale’s
compliance with the Agreement is prevented by the acts or omissions of the
Publisher.
13.4 ShareASale will not be liable to the Publisher for: loss of profit, business, goodwill,
anticipated savings, goods, contract, use or data; losses arising from the acts or
omissions of an Advertiser; or for any special, indirect, consequential or pure
economic loss, costs, damages, charges or expenses.
13.5 The total liability of ShareASale in contract, tort (including negligence or breach of
statutory duty), misrepresentation, restitution or otherwise arising in connection
with the Agreement will be limited to the amount of Network Fee actually received by
ShareASale from Advertisers in respect of Commissions paid to the Publisher in the
12 month period preceding the date on which the claim arose.
13.6 Except as expressly stated otherwise in this Agreement, all warranties, conditions
and other terms implied by statute or common law are excluded to the fullest extent
permitted by law.
13.7 The Network, the Interface, the Tracking Code, their use and the results of such use
are provided “as is” to the fullest extent permitted by law. ShareASale disclaims all
express or implied warranties, including warranties of satisfactory quality and fitness
for a particular purpose, which may be implied in respect of the Network, the
Interface, the Tracking Code, their use and the results of such use. The performance
of the Network, the Tracking Code and the Interface relies on third parties beyond
ShareASale’s control,and in particular, the maintenance by Advertisers of the proper
integration of the Tracking Code into Advertiser URLs. ShareASale specifically
disclaims any warranty:
13.7.1 that the use or operation of the Network, the Interface or the Tracking
Code will be uninterrupted or error-free;
13.7.2 that the Tracking Code will be properly integrated into the Advertiser
URLs;
13.7.3 that the Tracking Code accurately records Actions at all times;
13.7.4 in respect of the Advertiser Materials, including any warranty that the
Advertiser Materials comply with Advertising Standards;
13.7.5 that defects will be corrected;
13.7.6 that the Network, the Interface or the Tracking Code are free of viruses
or malicious code;
13.7.7 that any security methods employed will be sufficient;
13.7.8 in respect of any Advertiser or its technology and any third party or its
technology; and
13.7.9 regarding correctness, accuracy, or reliability.
13.8 ShareASale shall only be held liable in cases of intent or gross negligence of one of
its legal representatives, executives or other vicarious agents, in the event of any
culpable breach of a material contractual obligation and limited to the amount of the
typically foreseeable loss.
13.9 Nothing in this Agreement limits or excludes the liability of ShareASale in the event
of culpable injury to life, limb or health, fraud, fraudulent misrepresentation or
fraudulent misstatement as well as in cases of mandatory statutory liability. - TERMINATION AND SUSPENSION
14.1 This Agreement will start on the Effective Date and continue until terminated in
accordance with its terms.
14.2 Either party may terminate the Agreement on 30 days’ written notice to the other
party for any reason.
14.3 Without prejudice to its other rights or remedies, a party may terminate the
Agreement immediately on written notice to the other party, if:
14.3.1 the other party materially breaches this Agreement;
14.3.2 the other party is deemed unable to pay its debts; steps are made to
wind up, or appoint an administrator over, the other party; a third party
becomes entitled to appoint a receiver over the assets of the other party;
the other party negotiates with all or a class of its creditors, or proposes
or enters a compromise with such creditors; or any similar or analogous
event occurs.
14.4 ShareASale may immediately terminate this Agreement or Suspend the Publisher if
the Publisher:
14.4.1 does not access the Publisher Account for a period of six months or if no
Commissions have been generated for a period of six months;
14.4.2 is reasonably suspected by ShareASale to have breached any:
(a) of the warranties at clauses 9.1 and 9.2;
(b) Program Terms of an Advertiser;
(c) part of the Code of Conduct.
14.5 ShareASale may terminate this Agreement, immediately on written notice, if the
Publisher undergoes a Change of Control. - CONSEQUENCES OF TERMINATION AND SUSPENSION
15.1 During any period of Suspension:
15.1.1 the Publisher is not permitted to access the Interface;
15.1.2 all licenses will be Suspended and the Publisher shall immediately remove
any Advertiser Materials from the Publisher Service;
15.1.3 ShareASale may deactivate any Links and remove any Advertiser
Materials from the Publisher Service (to the extent it is able); and
15.1.4 no payments will be made to the Publisher.
15.2 On termination of the Agreement:
15.2.1 all licenses will terminate and the Publisher shall immediately remove any
Advertiser Materials from the Publisher Service;
15.2.2 ShareASale may deactivate any Links and remove any Advertiser
Materials from the Publisher Service (to the extent it is able);
15.2.3 each party will return or at the other party’s option destroy all confidential
information in its possession within five Business Days; and
15.2.4 unless terminated by ShareASale under clauses 14.3 or 14.4, ShareASale
will pay all outstanding Commissions and Bonuses due to the Publisher;
15.2.5 by ShareASale under clauses 14.3 or 14.4 all unpaid Commissions as of
the date of termination, or accruing after the date of termination, shall
be forfeited to ShareASale irrevocably and the Publisher hereby waives
any right or entitlement to recover such Commissions and Bonuses from
ShareASale.
15.3 Termination of this Agreement will not affect any existing rights or remedies.
15.4 Clauses 1, 2, 5, 6, 7, 10.5, 10.6, 11, 12, 13, 15, 16 and 17 will survive
termination. - NOTICES
16.1 Notices given under this Agreement will be in writing and:
16.1.1 displayed by ShareASale on the Interface;
16.1.2 delivered by the Publisher by hand or sent by pre-paid first-class post or
recorded delivery post to ShareASale at ShareASale’s registered office;
16.1.3 delivered by ShareASale by hand or sent by pre-paid first-class post or
recorded delivery post to the Publisher at its notice address set out in the
Application Form (or such other address as may be set out on the
Publisher Account); or
16.1.4 sent by ShareASale by email to the Publisher’s notice email address set
out in the Application Form (or such other notice email address as may
be set out on the Publisher Account).
16.2 A notice displayed by ShareASale on the Interface will be deemed to have been
received at the time of its display (or if displayed outside business hours, at 9 am
on the first Business Day following display). A notice delivered by hand will be
deemed to have been received when delivered (or if delivered outside business
hours, at 9 am on the first Business Day following delivery). A correctly addressed
notice sent by pre-paid first-class post or recorded delivery post will be deemed to
have been received two Business Days after posting. A notice sent by email will be
deemed to have been received at the time of transmission as shown by the sender’s
records (or if sent outside business hours, at 9 am on the first Business Day following
dispatch). - GENERAL
17.1 ShareASale may change the terms of this Agreement on 14 days’ notice to the
Publisher.
17.2 Certain functionalities or services offered by ShareASale or third parties may be
subject to additional terms. Such terms will be communicated to the Publisher before
those functionalities or services are supplied, including by displaying on the
Interface.
17.3 ShareASale may set off any liability of the Publisher against any liability of
ShareASale.
17.3 Time for performance of clauses 3.10, 4.6, 7.3.3, 7.8, 15.1.2 and 15.2.1 are of
the essence of this Agreement.
17.4 No party will be liable for any breach of this Agreement arising from circumstances
beyond its reasonable control (a “Force Majeure Event”). If a Force Majeure
Event continues for six months, the unaffected party may terminate this
Agreement by giving 30 days’ written notice to the other party.
17.5 The Publisher may not assign or subcontract its rights or obligations under this
Agreement in whole or part without ShareASale’s prior written consent. ShareASale
may assign or subcontract its rights or obligations under this Agreement, including
to a ShareASale Group Company.
17.6 Nothing in the Agreement constitutes a partnership or joint venture between the
parties, nor constitutes a party the agent of the other. No party has authority to
bind the other.
17.7 A Person who is not a party to this Agreement will not have any statutory rights
under or in connection with it.
17.8 A counterpart of this Agreement executed and/or transmitted electronically shall
be treated as fully binding and with full legal force and effect.
17.9 This Agreement constitutes the entire agreement between the parties relating to
its subject matter, to the exclusion of the United Nations Convention on Contracts
for International Sale of Goods.
17.10 The Parties irrevocably agree that the state and federal courts in the count of New
York, New York shall have exclusive jurisdiction to settle any dispute or claim that
arises out of, or in connection with, the Agreement or its subject matter.
FOREWORD Our affiliates are very important to us. We do our best to treat you and all our affiliates with fairness and respect; we ask the same consideration from you. We have written the following agreement with the best interest of both parties in mind. Please take the time to read and review the entire agreement. If you have any questions, please don’t hesitate to let us know. We are strong believers in straight-forward and honest communication. For quickest results please email us at affiliates@zenbusiness.com. Best regards, Zachary Rippstein ZenBusiness Affiliate Manager ————————————————– PROGRAM AGREEMENT This Publisher Program Agreement (“Agreement”) is between you (“Publisher”) and your website and properties (“Publisher Website”) and ZenBusiness Inc., a Delaware corporation (“Company”), with a place of business at 702 San Antonio Street, 4th Floor, Austin, TX 78701 and its primary web site at https://www.zenbusiness.com/ (“Company Website”). This Agreement contains the complete terms and conditions that apply to Publisher’s participation as a member of the Affiliate Partner Program (the “Program”) operated by Company. By submitting the online application (“Application”), Publisher agrees they have read and understand the terms and conditions of Agreement and agree to be held legally responsible. For and in consideration of the mutual promises set forth below, the parties hereto agree to the following. 1. Links to ZenBusiness Publisher will place banner advertisements, button links and/or text links (the “Links”) or HTML and JavaScript code (the “Code”) on the Publisher Website. Allowable promotional links may contain Company trade names, service marks, and/or logos for display on the Publisher Website, subject to the terms and conditions herein. Company grants to Publisher a limited, non-exclusive, non-transferable license to i) embed such Links and/or the Code into the Publisher Website; ii) reproduce, display and distribute any Company promotional materials (“Promotional Materials”) that Company delivers to Publisher, subject to any additional terms communicated by Company to Publisher related to such Promotional Materials; and iii) use and display Company’s name, brands, logos and other trademarks and service marks of Company (collectively, the “Company Marks”) on the Publisher Website and Promotional Materials. Publisher may not copy, modify, alter, adapt or create derivative works based on the Promotional Materials or Company Marks. Additionally, the use of Company Marks shall be in accordance with Company’s then-current trademark usage guidelines. Publisher acknowledges and agrees that Company owns the Company Marks and that any and all goodwill that is created by or that results from Publisher’s use of the Company Marks inures solely to the benefit of Company. Publisher will not contest or aid in contesting the validity or ownership of any Company Mark or take any action in derogation of Company’s rights therein, including, without limitation, applying to register any trademark, trade name or other designation that is confusingly similar to Company Marks. The licenses and permissions granted in the above section are granted, and Publisher will exercise its rights under those licenses and permissions, for the sole and exclusive purpose of promoting websites owned, operated or controlled by Company, or in the case of Code, delivering completed Registration Form data into Company’s database. Publisher agrees to cooperate fully with Company to establish and maintain such Link or the Code, including making changes to the appearance, layout, and behavior of the Links or Registration Form at Company’s request. 2. Responsibility for Publisher and Publisher Site 2.1. To begin the enrollment process in the Program, Publisher will complete and submit Application at the ShareASale.com server. Company will evaluate, accept and reject Publisher’s application at their sole discretion. 2.2 Publisher will be solely responsible for the development, operation, and maintenance of Publisher Website and for all materials that appear on Publisher Website. Company shall have no responsibility for the development, operation and maintenance of Publisher Website or materials that appear on or are linked with Publisher Website, other than the Promotional Materials and/or the Code, as applicable. 2.3 Publisher shall also be responsible for ensuring that materials posted on the Publisher Website (other than Promotional Materials, if any) do not violate or infringe upon any laws or the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on Publisher Website are not libelous or otherwise illegal. Publisher shall be responsible for the lawfulness of all personal data processed by Publisher, including, but not limited to, that taking place on or through the Company Website under all relevant, applicable laws, including the General Data Protection Regulation of the European Union, the California Privacy Act and all ePrivacy regulations that may be enacted by relevant authorities from time to time. Publisher agrees to have and maintain a privacy policy and cookies policy, as well as utilize best industry practice for informing visitors to Publisher’s website as well as obtaining consent where necessary or appropriate. 2.4 Publisher represents and warrants that it will not engage in any Objectionable Activities in relation to the Links or the Code (as applicable), Promotional Materials, or Publisher Website. For purposes of this Agreement, “Objectionable Activities” means any one (1) or more of the following activities that Publisher knowingly caused, controlled, encouraged, induced or facilitated: promoting illegal activity; depicting sexually explicit images; promoting violence; promoting discrimination; incorporating any materials that infringe or assist others in infringing upon any intellectual property rights; using materials or information that invade, violate, or infringe the rights of privacy or publicity of others; engaging in the endorsement of political positions or political candidates; or engaging in the sale or advertisement of tobacco, firearms, personal hygiene products, regulated substances, pornography, or religious causes as Company deems in its sole discretion to be objectionable. 2.5 In addition to the foregoing, and in addition to Company’s rights to terminate specified elsewhere in this Agreement, Company will immediately terminate Publisher’s participation in the Program if Company reasonably believes Publisher has engaged in any of the following: i) Including Company or variations or misspellings thereof in its domain name; ii) Containing software downloads that potentially enable diversions of commission from other affiliates in our program; iii) Designing Publisher Website or any other website, explicitly or implied in a manner which resembles Company Website nor design in a manner which leads customers to believe Publisher is Company or any other affiliated business iv) Sending unsolicited mass e-mail solicitations, instant messages, automated social media or other postings, or any other form of spamming; v) Misrepresenting to the public the functionality, processes, terms and conditions or any other aspect of the Company’s websites; vi) Submitting false or misleading information in connection with Publisher’s application to join the Publisher Program; or vii) Violating Company PPC restriction rules. 2.6 Company reserves the right, at any time, to review Publisher placement and approve the use of Links or Code and require Publisher to change the placement or use to comply with the Program guidelines. 2.7 Publisher will not bid on any keyword that includes or contains Company Marks, names or Promotional Materials as outlined within the Network (defined below) interface. Any additional Pay-Per-Click bidding by Publisher that promotes Program Links or Code must receive written email approved from Company. 3. Term of the Agreement The term of this Agreement will begin as of the date Company approves Publisher’s Application into Program (“Effective Date”) and shall continue for a period of one (1) year, after which this Agreement shall continue automatically from year to year, unless terminated as provided herein. Either party may terminate this Agreement at any time, with or without cause, following thirty (30) days advance written notice of termination to the other party. Notice by e-mail, to Publisher’s e-mail address as provided to Company in Publisher’s application for enrollment in the Program, is considered sufficient notice by Company to terminate this Agreement. If this Agreement is terminated because Publisher has violated the terms of this Agreement or breached or defaulted in a representation or obligation under this Agreement, then Publisher will not be entitled to notice nor will Publisher receive any Commissions owing to Publisher as of the date of termination, such Commissions being forfeited to Company. 4. Commissions and Payment Company will pay to Publisher a commission (the “Commission”) for sales generated on the Company Website (“Sales”) from a Link or Code appearing on the Publisher Website in accordance with the “Commission” Company offers on Network (defined below). Company uses a third party to handle all rules, tracking and payments. The third party is ShareASale.com affiliate network (“Network”). Publisher agrees to Network payment terms and conditions as applicable to this Agreement. 5. Access to Affiliate Network Interface Publisher will create an account and password to enter the secure Network interface and receive tracking, reports and payments from Company. 6. Modification Company may modify the terms and conditions contained in this Agreement by giving notice of any change by e-mail, to the email address provided by Publisher in its application to participate in the Program. Any such modifications shall take effect immediately after Company serves notice as provided above, unless Company indicates that such changes will take effect at a later time. If any modification is unacceptable to Publisher, Publisher may terminate this Agreement as provided herein (upon thirty days’ notice). Publisher’s continued participation in the Program, following Company’s notification of a change as provided in this Section 6, will constitute Publisher’s binding acceptance of the change. 7. Relationship of Parties Publisher and Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Publisher will have no authority to make or accept any offers or representations on Company’s behalf. Without limiting the generality of the preceding sentence, neither party is authorized to accept order or to enter into contracts or any obligations in the other party’s name, or to transact any business on behalf of the other party. Publisher will not make any statement, whether on Publisher Website or otherwise, that would reasonably be construed as contradicting anything in this section or that misrepresents any features, benefits, or aspects of Company or Company’s services. 8. Limitation of Liability COMPANY WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT, THE COMPANY WEBSITE, OR THE PROGRAM, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO PUBLISHER UNDER THIS AGREEMENT. 9. Disclaimers COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM, THE COMPANY WEBSITE, PUBLISHER’S POTENTIAL TO EARN INCOME FROM THE PROGRAM, OR ANY COMPANY SERVICES OR OTHER ITEMS OFFERED THROUGH THE COMPANY WEBSITE (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, COMPANY MAKES NO REPRESENTATION THAT THE OPERATION OF COMPANY WEBSITE, AND IN PARTICULAR, THE OPERATION OF COMPANY’S REFERRAL TRACKING SYSTEM, WILL BE UNINTERRUPTED OR ERROR-FREE, AND COMPANY WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. 10. Representations and Warranties Each party hereby represents and warrants that this Agreement has been duly and validly executed and delivered and constitutes each party’s legal, valid and binding obligation, enforceable against the other party in accordance with its terms; and that the execution, delivery and performance of this Agreement are within each party’s legal capacity and power; have been duly authorized by all requisite action required. require the approval or consent of no other persons; and neither violate nor constitute a default under the Publisher further represents and warrants that entering into this Agreement will not violate the (i) provision of any law, rule, regulation, order, judgment or decree to which Publisher is subject or which is binding upon Publisher, or (ii) the terms of any other agreement, document or instrument applicable to Publisher or binding upon Publisher. Publisher further represents and warrants that i) it shall not by itself, or with others, participate in any illegal, deceptive, misleading, or unethical practices, or unfair, deceptive, or anti-competitive practices, including (without limitation) product disparagement; ii) it will not make any use of personally identifiable information or other personal information related to Sales except to the extent permitted by law; iii) the Publisher Website and its operation shall not violate any laws, rules or regulations or Company’s privacy policy or infringe upon or violate the rights of any person or entity, including without limitation any trademarks, copyrights, materials or other content Publisher creates, licenses, displays, distributes or otherwise uses (other than Promotional Materials, if any); iv) it will not make representations, warranties or guarantees with respect to the specifications, features or capabilities of the products and services that are inconsistent with the Links or the Code, or Promotional Materials. v) it shall not through its acts and/or omissions, either directly or indirectly, in whole or in part, cause “viruses,” “worms” and/or “destructive codes” to be embodied in or along with the Links, Registration Forms, the Company Website or the Publisher Website; vi) it shall immediately forward to Company a description, with reasonable particularity, of any complaints that Publisher receives with respect to the Program, the Links, the Registration Forms, or the Company Website; vii) the Publisher Website shall not engage in Objectionable Activities; and viii) it will not contest, attack or challenge the validity of any Company’s copyrights, patents, trademarks or other intellectual property rights or licenses or assist others in doing so. 11. Confidentiality Company may disclose to Publisher certain information as a result of Publisher’s participation as part of the Program, which information Company considers to be confidential (“Confidential Information”). For purpose of this Agreement, the term “Confidential Information” shall include, but not be limited to, the terms of this Agreement (including pricing and Commission terms), business and financial information relating to Company, customer and vendor lists relating to Company and any members of the Publisher Program, other than Publisher. Confidential Information shall also include any information that Company designates as confidential during the term of this Agreement. Publisher agrees not to disclose any Confidential Information, and, except as otherwise allowed herein, Publisher shall not utilize, directly or indirectly, any Confidential Information for its own business purposes or for any other purpose — except (and solely to the extent that) any such information is generally known or available to the public or is required to be disclosed by law or legal process. Company makes no warranty, expressed or implied, with respect to any Confidential Information delivered hereunder. The restrictions set forth in this Section 11 will remain in effect during the term of this Agreement for a period of three (3) years thereafter. Confidential Information shall not include information that: i) at or prior to the time of disclosure by Company was known to or independently developed by Publisher, as proven by documentation in Publisher’s possession as of the time of Company’s disclosure; ii) at or after the time of disclosure by Company becomes generally available to the public through no wrongful or negligent act or omission on Publisher’s part; iii) Publisher receives from a third party free to make such disclosure without breach of any legal obligation; and/or iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request. 12. Indemnification Publisher will indemnify, defend and hold harmless Company and its affiliates, and their respective shareholders, officers, directors, employees, consultants and agents from and against any and all claims, losses, liabilities, costs, charges and expenses, damages or expense (including reasonable attorneys’ fees and costs) of any nature whatsoever incurred or suffered by Company (collectively the “Losses”), which arise out of or are based on i) any claim or threatened claim that Company’s use of the Publisher Trademarks infringes on the rights of any third party; ii) the breach of any representation or warranty made by Publisher herein; iii) Publisher’s default under or breach of any provision of this Agreement; or iv) any claim related to Publisher Website. 13. Miscellaneous This Agreement will be governed by the laws of the United States of America and the State of Texas, without reference to rules governing choice of laws. Publisher hereby consents to the exclusive jurisdiction and venue of the courts of Travis County, Texas for all actions arising out of this Agreement, the Program, the Company Website, or any dispute between the parties hereto. Publisher may not assign this Agreement, by operation of law or otherwise, without Company’s prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Company’s failure to enforce Publisher’s strict performance of any provision of this Agreement will not constitute a waiver of Company’s right subsequently to enforce such provision or any other provision of this Agreement. Notices to Company shall be sent by certified mail or overnight courier to the address below and shall be deemed made when received by Company. Except as set forth in Section 6 above, no change to or modification of this Agreement shall be binding upon Company unless it is made by an instrument signed by an authorized officer of such Company. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. Those provisions of this Agreement that are intended to survive termination shall so survive, and include provisions related to confidentiality, non-solicitation, indemnification, and dispute resolution.