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Terms and Conditions

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Capital Ads Terms *
CAPITAL ADS AFFILIATE MASTER SERVICE AGREEMENT

This AFFILIATE MASTER SERVICE AGREEMENT (“Agreement”) is entered into and sets forth the terms and conditions of the agreement between NetPartner Solutions LLC, a Wyoming Limited Liability Company, DBA “Capital Ads” (the “Company”) and the person or entity (the “Affiliate”) that has submitted an application to participate as an affiliate in Company’s online advertising network (the “Network,” as further defined below). Affiliate must sign this Agreement or check a box confirming their assent to this Agreement as more fully discussed below. Affiliate and Company may also be individually referred to herein as a “Party” and collectively as “Parties.”
This Agreement governs Affiliate’s participation in the Network and provides the terms and conditions under which Affiliate may earn payment for promoting offers for goods or services (“Campaigns”) made available by Company or third-party advertisers (each, an “Advertiser”) participating in the Network.
This Agreement constitutes the entire and only agreement between Company and Affiliate, and supersedes all prior and/or contemporaneous iterations, agreements, representations, warranties and understandings, written or verbal, with respect to the subject matter of this Agreement.  Affiliate agrees that Company shall not be subject to or bound by any Affiliate online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether Company “clicks through” or otherwise indicates its acceptance thereof.
The current version of this Agreement and applicable Campaign Terms will be made available via: (i) login to affiliate tracking service designated by Company (“Dashboard”); and/or (ii) Company’s web site at https://www.capitalads.io/.  Affiliate is required to affirmatively assent to and be legally bound by the current version of this Agreement available on the Dashboard or Company website prior to using the Network. Affiliate agrees to use the Network only in accordance with this Agreement.
Affiliate acknowledges and agrees that by clicking on a button and/or checking a box on the Company’s website and/or in the Dashboard indicating assent or such similar links/functionalities as may be designated by Company to accept the terms and conditions of this Agreement, Affiliate is submitting a legally binding electronic signature, attests that it has authority to bind the party on whose behalf it is signing, and is entering into a legally binding contract.  Affiliate acknowledges that its electronic submission constitutes its intent to be bound by this Agreement and all terms contained herein.  Affiliate hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records.
	•	Use of the Network and Fees. 
	•	Dashboard. Through the Dashboard, Company will make uniform resource locators (“URLs”) available to Affiliate for use in conjunction with Campaigns placed and distributed on and/or via Affiliate’s properties (“Media”).    
	•	Campaign Terms and Fees. While utilizing the Network, Affiliate shall only use Campaigns provided to it by Company and other materials provided by Company to Affiliate.  Specific terms governing Affiliate’s use thereof (“Campaign Terms”), which are incorporated by reference into this Agreement, are contained within the Network dashboard or will communicated directly to in writing to Affiliate through email or Insertion Orders.  Affiliate must place or distribute the Campaign through Affiliate’s Media in accordance with the Campaign Terms.  The Campaign Terms will specify the amount and terms under which Affiliate may receive payment (the “Fee”) for placing or distributing the Campaign when the requirements set forth in the Campaign Terms are fulfilled.  Fees are generated from specified events (each, an “Event”) as specified in the Campaign Terms, such as sales and/or leads, all of which much be viable and legitimate.  Company and/or its Advertisers may change the Campaign Terms for any Campaign at any time upon notice to Affiliate, at which time Affiliate must promptly make any changes in Affiliate’s presentation or distribution of the Campaign to accommodate any such changes to the Campaign Terms, or immediately cease using the Campaign, within twenty-four (24) hours of receiving notice of the change.  
	•	Campaign Tracking. Company’s tracking (or a third-party tracking platform designated by Company) shall be the sole and definitive tool used to measure the delivery of viable Events pursuant to this Agreement. No other measurement or usage statistics (including those of Affiliate) shall be accepted by Company. Company reserves the right to remove non-viable and/or illegitimate Events from final calculation, in its sole discretion. Company shall not be responsible for any Events in excess of a designated quantity/cap. 
	•	Affiliate Approval & Fee Disputes. Upon Company’s approval of Affiliate’s application, Affiliate will receive an account and password (“Account”) to access the Dashboard.  The Dashboard will track all active Campaigns and compile, calculate, and electronically deliver data required to determine the compensation that may be owed to Affiliate as a Fee under this Agreement.  Affiliate must submit any disputes to Company relating to Dashboard data and calculations, in writing, and contemporaneously include a detailed explanation for any such dispute along with all clear and convincing supporting documentation, within seven (7) calendar days from the end of the week within which the disputed Event and/or Fee was generated (i.e., the following Sunday) or within seven (7) days of Company notifying Affiliate of a fraudulent, non-viable and/or illegitimate Event and/or Fee (whichever is later), otherwise, Company’s figures and calculations shall be irrevocably deemed accurate and accepted as such by Affiliate.
	•	Application to Participate. 
	•	Participation in the Network is subject to Company’s prior approval. Company reserves the right to refuse acceptance of Affiliate’s application, in Company’s sole discretion, with or without cause.  Subject to terms set forth elsewhere herein, if Company accepts Affiliate’s application and later determines, at Company’s sole discretion, that acceptance was granted in error for any reason, Company may immediately terminate this Agreement upon notice to Affiliate, and without any further obligation or liability.
	•	Affiliate has an ongoing responsibility to update any information provided to Company in its application or otherwise in order to ensure that Company’s files remain current.  Affiliate acknowledges and agrees that Company may communicate with Affiliate regarding Affiliate’s participation in the Network and any other aspect of the Network via email, telephone, mail, or any other means.  Company may, from time-to-time, send necessary communications relating to Campaigns and this Agreement to the email address then-currently associated with Affiliate’s Account.
	•	Affiliate will be deemed to have successfully received all notifications, approvals, and other communications sent to that email address, even if the email address associated with Affiliate’s account is no longer current. 
	•	Upon termination of this Agreement for any reason, Company shall immediately disable Affiliate’s Account.  
	•	Affiliate is solely responsible for all activities that occur under Affiliate’s Account.  Affiliate is solely responsible for maintaining the security of its password.  Affiliate may not disclose its password to any third-party for any reason (other than third-parties authorized by Affiliate to use its Account in accordance with this Agreement).  If Affiliate’s password is compromised, Affiliate must immediately notify Company.  Company will not be liable for any loss or damage arising from Affiliate’s failure to comply with the requirements of this Section 2.  
	•	Use of Sub-Affiliates.  
	•	If specified by Company in writing to Network, Affiliate may use other parties (“Sub-Affiliates”) to distribute Campaigns, provided that within thirty (30) days prior to such use, Affiliate has conducted a due diligence verification of each Sub-Affiliate which shall include, without limitation, verifying compliance with this Agreement, Campaign Terms and  Applicable Laws, and that there are no prior, pending or threatened private lawsuits, formal or informal government investigations,  inquiries, prosecutions, decrees, decisions, rulings, judgments, consent agreements and/or orders against and/or pertaining to any Sub-Affiliate by private parties, the Federal Trade Commission, any other federal, state or local governmental and/or regulatory agency, or any industry regulatory authority.  Such due diligence review must be repeated every ninety (90) days.
	•	If Affiliate or Sub-Affiliates that Affiliate engages to provide services under this Agreement violate this Agreement, Campaign Terms and/or Applicable Laws, and/or if either become involved or named in any action, investigation, inquiry, complaint or other proceeding by or before any federal or state governmental authority, industry regulatory authority, or any private entity or party, Affiliate shall provide written notice to Company within twenty-four (24) hours of actual or constructive notice thereof, as set forth elsewhere herein. If Company is involved in litigation, governmental investigations, or if a claim is brought against or relating to Company which has potential to expose Company to liability due to Affiliate or Sub-Affiliates actions or inactions, then Company may disclose Affiliate’s identifying information pursuant to such litigation, investigation, or claim.  
	•	Affiliate shall contractually bind, to all terms of this Agreement (including all of Affiliate’s obligations), all of its Sub-Affiliates that perform services under this Agreement, treating all such obligations as their own.  Affiliate shall require and confirm that such Third-Party Affiliates affirmatively accept, through verifiable means, terms at least as restrictive as those set forth herein, prior to obtaining access to Campaigns.
	•	Affiliate shall be solely responsible and liable to Company and/or Advertiser(s), as applicable, for all of the actions (or failures to act) of any such Sub-Affiliates or any other parties working with, for, or under such Sub-Affiliates.  
	•	Sub-Affiliate Identification and Monitoring. Affiliate shall provide a unique identification reference for each Sub-Affiliate to permit Company to identify them.  Affiliate shall keep records of all Sub-Affiliates and Campaigns distributed by Sub-Affiliates during the term that this Agreement and for the applicable limitations period.  This retention obligation is in addition to any retention requirement imposed by any law or regulation on the Affiliate.  Company shall have the right to monitor and audit any Sub-Affiliate with respect, but not limited to, compliance with the terms of this Agreement, Campaign Terms and/or Applicable Laws, and Affiliate shall promptly provide to Company all information requested by Company in connection with such monitoring and/or audit(s).  Affiliate shall immediately comply with any demand made by Company to terminate any Sub-Affiliate from distributing Campaigns.  Failure to comply immediately with this demand may result in Affiliate’s termination from the Network, loss of Fees, and/or any other remedy available to Company at its sole discretion, and Affiliate shall indemnify and defend Company for any resulting third-party claims against it as a result of a violation of this provision.  Affiliate agrees that for the purposes of this Agreement, the acts and omissions of its Sub-Affiliates shall be deemed Affiliate’s acts and omissions regardless of whether such Sub-Affiliates are  bound to this Agreement or any other agreement.
	•	Limited License & Intellectual Property.  During the term of this Agreement, Company grants Affiliate and its Sub-Affiliates a non-transferable, non-exclusive limited license, to distribute the Campaigns and to use the Network, and any data, reports, information or analyses arising out of such use, subject to and solely in accordance with this Agreement. 
	•	Affiliate acknowledges and agrees that neither Affiliate nor its Sub-Affiliates have, nor will claim, any right, title or interest in Advertiser’s intellectual property and/or the Networks’ software, applications, data, customer lists, email addresses, methods of doing business or any elements thereof.  No part of an Advertiser’s intellectual property may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, unless otherwise specifically set forth herein.  Affiliate represents, warrants and covenants that it will not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer Advertiser’s intellectual property or any portion thereof, unless otherwise set forth herein. 
	•	Affiliate may only access the Network via web browser, email or in a manner approved by Company, in writing.  Network integration tags must NOT be altered.  Altering tags may jeopardize Affiliate’s ability to be paid for Events as Company may determine in its sole discretion. 
	•	Affiliate represents, warrants and covenants that it will not (or attempt to) use any device, software or routine to intentionally interfere or attempt to interfere with the proper working of the Network and/or Company’s infrastructure, and/or in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Network tags, source codes, links, pixels, modules or other data provided by or obtained from Company that allows Company to measure advertising performance and provide applicable services. 
	•	Company reserves any and all rights not explicitly granted in this Agreement.  Upon termination of this Agreement for any reason, Affiliate shall immediately destroy and discontinue the use of any Confidential Information. 
	•	Fraud.  
	•	Affiliate and Sub-Affiliates are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any Applicable Laws, or falsify information in connection with, but not limited to, Events, Fees, URLs, Campaigns, Campaign Terms, the Network, Network Offerings and/or Media. 
	•	Such acts include, but are not limited to, fraudulently adding Events and/or Fees; using automated means to increase the number of Events and/or Fees; using spyware; click-through or conversion rates that are much higher than industry averages or Company’s averages; generation of multiple Events from the same IP address; placement of the URLs on incentivized websites or using surveys without Company’s prior written consent; click programs generating clicks with no indication by website traffic that it can sustain the clicks reported; fraudulent Events and/or Fees as determined by Company; generation of Events using proxy servers; causing any referring URL to be suppressed or blank; paying consumers to complete leads, clicks, sales or conversions, and/or generation of traffic in a manner other than as set forth in the applicable Campaign Terms; use of any spawning process pop-ups or exit pop-ups; manually creating fraudulent Events and/or Fees; using fake redirects, automated software, or fraud to generate Events and/or Fees; spoofing, redirecting, or using third-parties to relay traffic from other websites to generate Events and/or Fees; acting in any way to generate fake Events and/or Fees; cookie-stuffing and other deceptive acts or click-fraud; credit card fraud (“Carding”) to generate Events and/or Fees.  “Carding” includes recommending and/or promoting affiliate links to friends, immediate and/or extended family, business associates and/or partners and/or any other individual considered by Company or Advertiser to be an illegitimate customer; and/or fraudulent activity, as determined by Company and/or Company’s Advertisers.
	•	Without limiting terms set forth elsewhere herein, if Affiliate and/or Sub-Affiliates add(s) and/or inflate(s) Events and/or Fees through non-viable, illegitimate and/or fraudulent traffic generation, or any other form of fraud (or if Company suspects same, as determined solely by Company), without limitation, Affiliate will forfeit any/all payments for all Events, Campaigns and Fees, and Company may investigate, suspend and/or terminate Affiliate and/or Sub-Affiliates, and/or terminate this Agreement, at Company’s sole discretion.
	•	Without limiting terms set forth elsewhere herein, Affiliate agrees that Company has sole judgment in determining fraud, and viability and/or legitimacy of Events and/or Fees.  It is the obligation of Affiliate to prove to Company and establish by clear and convincing evidence that Affiliate and/or Sub-Affiliates is/are not committing fraud and/or that Events and/or Fees are viable and legitimate, as set forth elsewhere herein.
	•	Company may, at its sole discretion, hold Affiliate’s payment in “Pending Status” until Affiliate has properly and satisfactorily provided clear and convincing evidence, as determined solely by Company, that Affiliate and Sub-Affiliates have not generated fraudulent, non-viable and/or illegitimate Events and/or Fees, or otherwise defrauded the Company, the Network, Advertisers and/or consumers, or otherwise violated this Section 5, Section 8 and/or other terms of this Agreement.  
	•	Payment.  
	•	Payable Events. Affiliate will be paid per the occurrence of a viable and legitimate Event delivered in accordance with the terms of this Agreement.  Affiliate acknowledges that it shall not be compensated for fraudulent, non-viable and/or illegitimate Fees and/or Events. Without limiting terms set forth elsewhere herein, Company’s determination of whether a Fee and/or Event is viable and/or legitimate is conclusive, and at Company’s sole discretion.  Company will not pay for any Fees and/or Events that occur before a Campaign is initiated, after a Campaign terminates or for Fees and/or Events for a Campaign that the Affiliate was not invited to or is not assigned to promote.  Invoices submitted to Company and payments made to Affiliate shall be based on the Events and corresponding Fees as reported by Company.  Company will not be responsible to compensate Affiliate for Fees and/or Events that are not recorded due to Affiliate’s errors and/or omissions.  Without limiting terms set forth elsewhere herein, Company reserves the right to offset the number of fraudulent, illegitimate and/or non-viable Events and/or Fees delivered under this Agreement, in whole or in part, at its sole discretion.
	•	Pay Period. Except as provided herein, the Parties understand and agree that payment for viable and legitimate Fees and Events will be owed to the Affiliate from the Advertiser via Company on terms net three (3) calendar days after the end of the pay period unless a different payment period is provided for in an Insertion Order.  The pay period runs weekly from Monday to Sunday.  All accounts will be paid in US dollars ($US).  No checks will be issued for any amounts less than fifty US Dollars ($50).  No wires will be issued for any amounts less than five hundred US Dollars ($500).  
	•	Unique Identifying Number. Every Affiliate account must have a unique, valid taxpayer identification number (TIN) or valid Social Security number (SSN) on file with Company.  Failure to provide such TIN or SSN to Company may result in Affiliate’s payment being held in “Pending Status.”  
	•	All payments are based on actual figures as defined, accounted and audited by Company.  Company reserves the right to suspend payments to Affiliate without notice if payment is not received from the Advertiser.  If Company does not receive payment from the Advertiser, Company is not obligated to make the payment to Affiliate.  However, pending Affiliate payouts may be negotiated in good faith on a case-by-case basis as Company may determine.  Company does not guarantee payments from Advertisers.  
	•	Without limiting terms set forth elsewhere herein, in addition to any other rights and remedies available to Company under this Agreement and at law and in equity, Company reserves the right to withhold payment, claw back, charge back payments and suspend or terminate Affiliate from the Network (in addition to any other remedy available to Company at law or in equity) if Company determines that Affiliate and/or Sub-Affiliate has/have violated this Agreement, if Company receives any complaints about Affiliate’s or Sub-Affiliate’s conduct; or any Fee and/or Event is later determined to have not met the requirements set forth in this Agreement, in Company’s sole discretion.  Such withholding or freezing of payments, or claw backs/charge backs for payments, shall be without regard as to whether or not such payments were earned as a result of such breach/dispute.
	•	Termination.  
	•	This Agreement is effective as of the date that Affiliate electronically submits its application to participate in the Network, provided that this Agreement shall become null and void if Company denies Affiliate’s application for any reason.  This Agreement may be terminated by Affiliate for convenience upon thirty (30) calendar days’ written notice.  This Agreement may be terminated by Affiliate in the event of an actual violation of any material term, restriction, representation, warranty, covenant and/or obligation of Company set forth herein, provided however that if the foregoing is curable in nature, then prior to termination, Affiliate must provide Company with written notice thereof and an opportunity to cure same within fifteen (15) days of the notice.  If the breach is not curable in nature, then Affiliate may terminate immediately with written notice.    This Agreement may be terminated by Company for convenience (i.e., without cause) at any time and/or in the event of an actual, threatened and/or suspected violation of any material term, restriction, representation, warranty, covenant and/or obligation of Affiliate set forth herein, without prior notice thereof. 
	•	Immediate Termination. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party or if Affiliate is sold, acquired, merged or otherwise becomes subject to the direction and/or control of another entity. Termination notices may be provided via email, and shall be effective immediately upon dispatch.  
	•	Events and Fees Following Termination; Fraud. All undisputed Events and Fees due to Affiliate, subject to the terms of this Agreement, will be paid during the billing cycle following termination of this Agreement.  Without limiting terms set forth elsewhere herein, if Affiliate or Sub-Affiliates engage or are suspected of engaging in fraud or other illegitimate activity, Affiliate’s right to all Events and Fees is forfeited and this Agreement will terminate immediately, as provided herein above.  If Affiliate’s email address is not operative, Company’s actual attempt to send the termination notice email to Affiliate’s last known address provided by Affiliate to Company shall suffice as termination notice hereunder.  
	•	Survivability. Sections 6, 8, 9, 10, 11, 12, 14, 15, 16 and 17, in addition to any/all other terms and provisions of this Agreement which by their nature are reasonably intended to survive termination, shall remain in full force and effect after termination of this Agreement for any reason.
	•	Representations and Warranties. 
	•	Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) such Party has the full corporate right, power, and authority to enter into this Agreement, to grant the rights and licenses granted herein and to perform the acts required of it; (b) the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties, do not and will not violate: any agreement to which such Party is a party or by which it is otherwise bound, any applicable governmental law or regulation to which it is subject, or any trademark, copyright, intellectual property, or other right of any third-party; (c) when executed and delivered by such Party, this Agreement will constitute the complete legal, valid, and binding obligations of such Party in accordance with its terms; (d) such Party will abide by the terms and conditions set forth in this Agreement; (e) such Party has obtained all licenses, authorizations, approvals, consents or permits required to perform its obligations under this Agreement and to conduct its business; and (f) the execution, delivery and performance of this Agreement will not constitute a breach or violation of any judgment, decision, ruling, consent agreement, order or decree.
	•	Affiliate Representations and Warranties. Affiliate further represents, warrants and covenants that: (a) it shall ensure the fulfillment of the obligations under this Agreement in compliance with all applicable international, federal, state and local laws, statutes, regulations, guidelines, best practices and standards, including, without limitation, the CAN-SPAM Act of 2003 and California Business & Professions Code Section 17529.5 (and all other applicable anti-spam legislation), California Civil Code Section 1798.83, the Federal Trade Commission Act, the Federal Trade Commission Endorsement/Testimonial Guides, the Federal Trade Commission Dot Com Disclosure Guides (“.com Disclosures: How to Make Effective Disclosures in Digital Advertising), the Federal Trade Commission Guides Against Deceptive Pricing, the Federal Trade Commission Guides Concerning Use of the Word "Free" and Similar Representations, the California Online Privacy Protection Act, the Children’s Online Privacy Protection Act, the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act, the Negative Option Rule, the Restore Online Shoppers’ Confidence Act and all state laws relating to automatic renewal programs, the Electronic Funds Transfer Act, Regulation E, and any other applicable international, federal, state and local privacy, data security and consumer protection laws, statutes, regulations, guidelines, best practices and standards (if any such laws, statutes, regulations, guidelines, best practices and/or standards are amended or modified, in whole or in part, then Affiliate shall comply fully with all applicable requirements thereof, on and after the effective date of any such amendment or modification (“Applicable Laws”);(b) it has disclosed in writing to Company, prior to executing this Agreement, the existence of any prior, pending or threatened private lawsuits, formal or informal government investigations, inquiries, decisions, rulings, judgments, prosecutions, decrees, consent agreements and/or orders against and/or pertaining to, Affiliate or any Sub-Affiliate that Affiliate engages to provide services under this Agreement by private parties, the Federal Trade Commission, any other federal, state or local governmental and/or regulatory agency, and/or any industry regulatory authority if Affiliate or Sub-Affiliate becomes involved or named in any action, investigation, inquiry, complaint or other proceeding by or before any federal or state governmental authority, industry regulatory authority, or any private entity or party, Affiliate must ensure that Company is immediately provided written notice of such action, investigation, inquiry, complaint or other proceeding, in which event Company may terminate this Agreement immediately and without notice to Affiliate); (c) it shall ensure ownership or has the legal right to use and distribute all content, copyrighted material, products, and services displayed on all promotional materials utilized in conjunction with Campaigns, including, without limitation, Media; (d) it shall ensure that no unfair, deceitful, misleading, untruthful, unsubstantiated or abusive tactics are used when marketing or distributing Campaigns, that Campaigns are only marketed and distributed to persons that are at least 18 years of age, that no labels such as “official site” or similar designation, nor include any other designation indicating or implying that Media is an “official” advertisement of the Advertiser are used, and that all reasonable and necessary protocols to preclude the use of unfair, deceitful, misleading, untruthful, unsubstantiated and abusive advertising/marketing practices are implemented; (e)  it shall ensure that materials and activities, including Media or otherwise used in connection with performance of this Agreement: (i) do not infringe upon the personal, patent, trademark, service mark, trade name, trade dress, logo, publicity, copyright, intellectual property, privacy, or any other rights of any third-party; (ii) do not contain or link to any material which is harmful, threatening, defamatory, abusive obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal substances or activities (such as gambling, acts of terrorism or counterfeiting money), contains profanity, is political or otherwise contains materials that Company informs Affiliate that it considers objectionable; (iii) do not include content that is deceptive or misleading or otherwise fails to comply with Applicable Laws; (iv) is/are content-based (not simply a list of links or advertisements), not include investment advice, money making opportunities or other advice not permitted under law, not be marketed towards earning money from  Advertisers and not offer incentives, including but not limited to points, rewards, cash, contest entries, prizes and/or anything else of value, to consumers in return for, without limitation, clicking on ads, signing-up for offers and/or otherwise responding to media (unless approved by Company in writing); (v) do not spawn malicious, false, or deceptive pop-ups or exit pop-ups; (vi) do not generate proxy server traffic; (vii) do not use offer walls of any kind; (viii) do not use malware or anything that could reasonably be considered software pirating (e.g., Warez, Hotline); (ix) do not drive traffic to promotional materials using any adware, spyware, plug-ins, pop-up, pop-under technologies or similar downloadable application, do not fail to possess a top-level domain name, and do not fail to be fully functional at all levels (“under construction” websites or sections are prohibited); (x) do not use any methods to generate Events and/or Payment Units  that are not initiated by the genuine and legitimate affirmative action of a consumer; (xi) do not utilize any advertising or marketing methods that include facsimile or telemarketing (including, without limitation, by use of prerecorded or artificial voice messages); (xii) do not utilize any advertising or marketing methods that involve use of email marketing and/or wireless devices or portable electronic devices by text messaging in any form (including, without limitation, SMS, Smart Messaging, EMS and/or MMS); (xiii) do not promote any illegal activity including without limitation the promotion of gambling, illegal substances, weapons, counterfeit money, software piracy, phreaking, or hacking; (xiv) do not spoof, or redirect, traffic to or from any adult-oriented web sites or material appealing to the prurient interests; and (xv) do not in any way whatsoever, directly or indirectly, expressly or impliedly, relate, refer and/or pertain to the to the coronavirus or COVID-19,  including, but not limited to, the treatment, cure, prevention, mitigation, or diagnosis, a government benefit and/or payment related thereto, , vaccinations, drugs, investigational products, pills, potions, lotions, lozenges, prescription or over-the-counter products, medical supplies, and/or information from or relating to the Centers for Disease Control and Prevention or experts claiming to have related information, or otherwise purport to sell items that provide and/or support “immunity” to the coronavirus or COVID-19 or allow individuals to test for the coronavirus or COVID-19 disease (e.g., “immunity packs,” coronavirus or COVID-19 testing kits and/or facemasks); (f) it shall ensure that no attempts are made to fraudulently and/or improperly add Payment Units and/or Events; (g) it shall ensure that no illegal activities of any kind are engaged in or promoted in association with this Agreement; (h) it shall ensure that no unlawful, unsupported or untruthful product performance, efficacy or attribution claims concerning products/services sold and/or offered by Advertisers are made and/or disseminated, or any claims about Affiliate’s experience with products/services sold and/or offered by Advertisers are made and/or disseminated; (i) it shall ensure that no expressly or impliedly, directly or indirectly, make and/or disseminate  representations about the efficacy or generally expected results of using any product/service/program, unless, at the time the claim is made, there exists and is possessed competent, accurate, reliable, reasonable and legally adequate, sufficient and acceptable evidence (e.g., scientific evidence) in the form of tests, analyses, research, studies that have been conducted and evaluated in an objective manner, based upon standards generally accepted in the field (e.g., scientific field), when considered in light of the entire body of relevant and reliable evidence (e.g., scientific evidence) to fully substantiate that the representation(s) is/are true; (j) it shall ensure that a reasonable basis and evidence supporting express and implied advertising claims is possessed prior to dissemination thereof; (k) it shall ensure that at least the advertised and communicated level and type of substantiation is possessed prior to disseminating express and/or implied advertising claims; (l) it shall ensure awareness of reasonable interpretations of advertising claims, including, but not limited to, implied claims, and shall ensure that substantiation prior to the dissemination thereof is possessed; (m) it shall ensure that the adequacy of substantiation possessed is thoroughly and responsibly evaluated prior to disseminating express and/or implied claims; (n) it shall ensure that there are no express or implied misrepresentations that independent tests, analyses, research, studies or other evidence demonstrate the effectiveness of an Advertiser’s product/service/program, or any material aspect of the performance, efficacy or characteristics of an Advertiser’s product/service/program;  (o) it shall ensure that no representations, warranties or other statements concerning Company or Advertiser are made, or any of their respective products or services, except as expressly authorized herein; (p) it shall be solely responsible and liable for all aspects of Media (including, but not limited to, Affiliate and Sub-Publisher’s Media), including, but not limited to, the development, operation, and maintenance of such Media and all content that appears on or within such Media; (q) it shall ensure compliance with the lawful terms, conditions, guidelines and policies of any third-party services used in connection with its performance of this Agreement, including but not limited to, email providers, social networking services and ad networks (e.g., terms of service, privacy policy, promotions guidelines, advertising guidelines, copyright policy, branding and promotion policy, guidelines or principles and policies); (r) it shall ensure that no information is collected from persons or entities located outside of the United States; (s) it shall ensure the development, implementation and maintenance of reasonable data hygiene protocols for, without limitation, ensuring that no data is processed relating/no commercial electronic messages are sent to persons located in the European Union, or to or from persons located in Canada (it shall neither send or cause or permit to be sent any commercial electronic messages, as such term is defined under Canada’s Anti-Spam Legislation (Statutes of Canada 2010, c 23) and its associated regulations (collectively, “CASL”), to or from persons where it is reasonable to believe that such persons are located in Canada, nor install or cause to be installed a computer program on another person’s device that is reasonably believed to be located in Canada, on behalf of Company or otherwise in connection with the Agreement without the express prior written consent of Company.  Company  will only provide such consent after Publisher and Company mutually agree on written protocols and additional terms governing the sending of such commercial electronic messages or installation of computer programs); (t) it shall ensure the implementation of such administrative, physical, and technical security measures, policies and procedures as required by Applicable Laws and as appropriate to the nature and size of applicable business and  operations, to ensure the secure handling, transmission, storage, and disposal of any/all information which is held or handled; to protect against any threats or hazards to the security and integrity of information; and to protect against any unauthorized access to or use of such information (it shall also ensure the clear, conspicuous and prominent posting and availability to end-users any terms and conditions in connection with Advertiser’s products/services, or as  required by Applicable Laws; (u) it shall ensure that Payment Units and/or Events are not generated (or attempted to be generated) in bad faith, wrongfully, illegitimately, deceptively or through fraudulent mechanisms, including, without limitation, via  manual or automated processes); (v) it shall ensure that Company is notified in writing within twenty-four (24) hours of the receipt of any complaint (e.g., by Affiliate and/or Sub-Affiliate) regarding any Media, URLs, Campaign, the Network, products and/or services promoted in any Campaign, Network Offerings and/or related promotional materials used in conjunction with this Agreement; (w) it shall actively monitor  Sub-Affiliates and other applicable third-parties to ensure compliance with the terms, obligations and restrictions set forth by this Agreement, and to prevent wrongful, deceptive, unfair, abusive and fraudulent activity, including, without limitation, unsubstantiated representations; (x) if Affiliate becomes aware of a breach of this Agreement by Affiliate or a Sub-Affiliate, Affiliate shall inform Company in writing within twenty-four (24) hours of actual or constructive notice of each breach, and provide Company with detailed information of the breach and the corrective action taken to resolve the breach, as well as the identity of the Sub-Affiliate involved in the breach and any other requested information; (y) it shall indemnify, defend and hold Company harmless from and against any/all actions and/or omissions arising from or related to Affiliate’s and/or Sub-Affiliate’s breach of this Agreement, and such obligations shall not be limited by any other provision of this Agreement (e.g., no liability cap or other limitations); and (z) it shall have all  Media and promotional content used  in conjunction with Campaigns reviewed and approved by competent legal counsel prior to Campaign launch date, and solely assumes all responsibility and liability therefor. 
	•	Affiliate’s Additional CCPA Warranties. Affiliate represents, warrants, covenants and agrees that it: (a) is, and will maintain its status as, a “service provider” as defined by the California Consumer Privacy Act, as well as in the California Attorney General implementing regulations (collectively “CCPA”) and will comply with all of its obligations related thereto under the CCPA, and its obligations under other applicable laws and this Agreement; (b) will not “sell” end user “personal information” of California residents (as those terms are defined under the CCPA) (“PI”), which includes any personal information processed by Affiliate in performing the services for Company hereunder; (c) will maintain reasonable security of PI consistent with the standards of reasonableness applicable to the CCPA and all other applicable laws; and (d) will respond to consumer rights requests in full conformance with the CCPA, including the identification, retrieval, copying and/or deletion of specific PI of specific data subjects.  Affiliate shall not assign, delegate, of subcontract any of its rights or obligations concerning PI, or otherwise disclose PI, to any other party, without Company’s written approval, and then only: (i) for the purpose of performing the services for Company; and (ii) as permitted by applicable law.  If any such disclosure is approved, Affiliate shall obtain contractual commitments with the subcontractor or other recipient of PI that are substantially similar to those imposed on Affiliate hereunder. It is understood and agreed that the CCPA has an effective date of January 1, 2020, that the CCPA remains subject to amendment and to implementing regulations that have not yet been promulgated, and that other state legislatures and the U.S. Congress are considering enacting similar laws (“New Privacy Laws”).  Accordingly, Affiliate  shall implement such additional policies and commitments as Company may reasonably request to ensure compliance with New Privacy Laws, (including, without limitation, providing CCPA-required commitments and certification), and undertaking reasonable commitments to otherwise address New Privacy Laws.  Company and Affiliate will work together in good faith to amend this Agreement as Company deems appropriate to comply with the CCPA and applicable New Privacy Laws.  If the Parties cannot agree to reach an amendment regarding additional compliance commitments within thirty (30) days, Company may terminate this Agreement.
	•	Affiliates Additional Email Marketing Warranties. DISTRIBUTION OF CAMPAIGNS VIA EMAIL IS EXPRESSLY PROHIBITED.  In the event that Campaigns are authorized by Company in writing to be distributed via email, Affiliate also represents, warrants and covenants that: (a) it shall not send any unsolicited commercial email or other unsolicited online communication, and that the recipients of all email addresses used in connection with this Agreement have manifested affirmative, direct consent to receive commercial emails (and none of the email addresses were obtained through email harvesting, scraping or dictionary attacks.  “Consent” shall mean affirmative consent or consent granted through a posted privacy policy and conspicuous disclosures notifying the recipient of the use of his/her email address for commercial marketing and the recipient has not withdrawn permission to send commercial email marketing; (b) it shall maintain records evidencing such consent for no less than five (5) years, including, but not limited to, the Internet address of the registration source, the date of the user’s action, the privacy policy of the registration source at the time consumer data was collected, and appropriate disclosures and all other information collected; and (c) it shall provide Company with records verifying consent by users to receive email transmissions from third-parties, within forty-eight (48) hours of request. 
In the event that Campaigns are authorized by Company in writing to be distributed via email, Affiliate further represents, warrants and covenants that: (a) it shall provide clear and conspicuous notice of the recipient’s right to opt-out of receiving future emails from Advertisers; (b) it shall provide a functioning return email address or other Internet-based mechanism that a recipient may use to make such an “opt-out request;” (c) it shall provide the ability to click on a link to opt-out from receiving future emails from Affiliate, in addition to the link provided by Company to opt-out of receiving future emails from Advertisers; (d) it shall honor all unsubscribe requests within ten (10) days from their receipt and may not sell, lease or transfer an email address once someone has opted-out of receiving future communications; (e) it shall maintain electronic or tangible records confirming the removal of each such email address from any applicable email lists for verification by Company; and (f) all emails shall include a valid physical address of the “sender” (as that term is defined in the CAN-SPAM Act, 15 U.S.C. § 7701 et seq.), as provided by Company, along with a functioning electronic mechanism by which the recipient of the message can opt-out from receiving future messages from the “sender” (any/all unsubscribe requests must be honored within forty-eight (48) hours of the request being submitted and such unsubscribe mechanism(s) must remain active for at least thirty (30) days after email delivery or the life of the offer, whichever is longer).
In the event that Campaigns are authorized by Company in writing to be distributed via email, Affiliate further represents, warrants and covenants that: (a) “Subject” and “From” lines used in any email communications shall be truthful, non-deceptive and non-misleading; (b) only content (e.g., “Subject” and “From” lines) provided in the Campaign Terms shall be used; (c) it shall not remove or alter URLs (and, if applicable, without limitation, email Subject lines and/or From lines) provided by Company or approved by Company in writing; (d) it shall not include deceptive, misleading or false header information, false registrations for domain accounts, email accounts, or IP addresses used in connection with email marketing nor retransmissions of an email advertisements for the purpose of concealing its origin.  Proxy server traffic is strictly prohibited; (e) “To” lines shall contain the consumer’s email address; (f) it shall not  send email messages to email addresses that fail to comply to Applicable Laws, or have been improperly obtained, including addressees harvested from the Internet without consent, through scripts or other automated means of registering for multiple email accounts, “scraping” of websites, or by harvesting addresses from the Internet; (f) it is solely responsible for knowing the source of its email list; (g) email addresses shall only be collected from websites and other online venues only in compliance with the applicable websites’ and/or other online venues’ privacy policies, provided that such privacy policies specifically allow for Affiliate to use such email addresses as contemplated hereunder and only to the extent permitted by Applicable Laws; (h) it shall not seek or obtain unauthorized access to computers for the purpose of sending out commercial email including, without limitation, use of an unauthorized open relay to facilitate distribution of emails; (i) it shall not use email accounts or domain names that were created using information that falsifies the identity of the registrant; (j) all emails shall include a clear and conspicuous identification that the message is an advertisement or solicitation; (j) it shall not send (or otherwise facilitate the sending of) emails to Canadian or European Union email addresses or email addresses corresponding to Canadian or European users; and (k) it is solely responsible to ensure that emails comply with all Applicable Laws and this Agreement.
Company will provide a regularly updated suppression list (“Suppression List/s”) to Affiliate containing current unsubscribe requests in conformance with Applicable Laws.  In the event that Campaigns are authorized to be distributed via email, Affiliate further represents, warrants and covenants that: (a) it shall implement the most recent Suppression List that Company has delivered and suppress all such email addresses prior to distributing any and all email campaigns (and update all mailing lists, accordingly) prior to each mailing, or as otherwise required by law; and (b) with respect to any Suppression List generated in connection with Affiliate’s performance of this Agreement, Affiliate shall (i) download Suppression Lists from Company’s tracking platform  not less than every seven (7) days; (ii) suppress all email addresses within its database that are in the Suppression List; (iii) for any Campaign that includes a domain suppression list, download the most recent domain suppression list prior to mailing the campaign (and in full compliance with Applicable Laws, as well as in accordance with all  obligations set forth in this Agreement) and will suppress and refrain from sending emails to all domains found on such list; (iv) use any such Suppression List and associated data solely for suppression purposes; (v) not use any such Suppression Lists for purposes of email marketing; (vi) hold Suppression Lists in confidence; (vii) not retain a copy of any such Suppression List following the expiration or termination of this Agreement; and (viii) not disclose any such Suppression List to any third-party for improper purposes, including Sub-Affiliates, unless it ensures such third-party is verifiably and in writing, bound by terms no less restrictive than those set forth herein, in writing. All Suppression Lists provided by Company are deemed to be Confidential Information of Company.
In the event that Campaigns are authorized by  Company in writing to be distributed via email, Affiliate  further represents, warrants and covenants that: (a) prior to distributing any and all email campaigns, it shall download and remove domains located on the Federal Communications Commission’s (“FCC’s”) wireless domain names list (http://www.fcc.gov/cgb/policy/DomainNameDownload.html) from any and all new and current mailings - prior to emailing - used in connection with its performance of this Agreement; (b) domain names contained therein will be removed before disseminating any emails in connection with its performance of this Agreement; and (c)  any new data that it acquires, regardless of its source, will be run against the FCC’s wireless domain names list and that domain names contained therein will be removed before sending any mailings.
Company retains the right to “seed” any/all suppression lists to ensure Affiliate’s compliance with this section. 
Affiliate further represents, warrants and covenants that it shall independently create and maintain its own suppression list (“Affiliate Suppression List”) to ensure that offers are not emailed to persons that have unsubscribed or opted-out from receiving Campaigns.  Affiliate shall remove all entries appearing on same.  No emails shall be sent to any email address associated with any person on the Affiliate Suppression List.  
Failure to adhere to the terms and obligations set forth herein, including, but not limited to, downloading the Company Suppression List, removing all emails from the database before mailing and other suppression-related obligations may result in payment withholdings, removal or suspension from all or part of the Network, possible legal action and any other rights or remedies available to Company pursuant to this Agreement, or otherwise.
	•	Affiliate’s Additional Best Practice-Related Warranties. Company has developed “Best Practices” for all Affiliates (and Sub-Affiliates).  These Best Practices, and representations, warranties and covenants related thereto, are in addition to, and shall in no way limit, any representations, warranties and covenants set forth elsewhere in this Agreement, Applicable Laws, and/or obligations, limitations, restrictions or requirements (for example and without limitation, of Company and/or individual Advertisers) that may be imposed on a Campaign. 
Therefore, in the event that health and beauty-related Campaigns are made available, authorized to be distributed, Affiliate also represents, warrants and covenants that: (a) it shall ensure compliance with this Agreement, Applicable Laws and these Best Practices; (b) it shall ensure that all advertising, marketing and promotional efforts and materials, including, but not limited to, express and implied claims and representations contained on and/or disseminated via Media, are reasonably based, truthful, non-deceptive, non-misleading and lawfully substantiated; (c) it shall ensure the non-promotion of any product/service/program, expressly or impliedly, as a prevention, treatment or cure for any disease or health condition; (d) it shall ensure that no health/beauty claims are made whatsoever, express or implied, without reasonable, adequate, competent and reliable scientific evidence, which shall consist of, without limitation, at least two (2) independent, reliable, reasonable, adequate, statistically/clinically significant, peer reviewed, randomized and well-controlled human double-blind human clinical studies, conducted by different researchers, independently of each other, that conform to acceptable designs and protocols whose results, when considered in light of the entire body of relevant and reliable scientific evidence, are lawfully sufficient to substantiate that all representations are true; (e) it shall ensure that no health/beauty claims are made whatsoever, express or implied, unless experts in the field would generally agree that they are accurate and reliable, and, to the extent that Affiliate makes a health/beauty claim, Affiliate should cite the relevant competent and reliable scientific evidence that is substantiating and describing each express and implied health/beauty claim/benefit of the product/service/program or ingredient for which the health/beauty-related claim is made; (f) it shall ensure the clear and conspicuous disclosure of, without limitation, whether there is no data or inconsistent data, and that consideration is paid to  the dose, dosage form, route of administration, formulation (studies should match the product exactly in terms of dosage and route of administration, and should be conducted on the final and combined production formulation with identical active ingredients, not just one or more ingredients), total length of exposure, frequency of exposure and study population; (g) it shall ensure that differences between populations (e.g., foreign research), such as differences in diet, general health, or patterns of use, which could confound results are clearly and conspicuously disclosed and noted; (h) it shall ensure that express or implied guarantees or doctor-recommended claims are not utilized of disseminated; (i) it shall ensure that no express or implied weight-loss claims that a product/service/program causes weight loss of two pounds or more a week for a month or more without dieting or exercise, causes substantial weight loss no matter what or how much the consumer eats, causes permanent weight loss even after the consumer stops using product/service/program, blocks the absorption of fat or calories to enable consumers to lose substantial weight, safely enables consumers to lose more than three pounds per week for more than four weeks, causes substantial weight loss for all users, or causes substantial weight loss by wearing a product on the body or rubbing it into the skin are used or disseminated; (j) it shall ensure that  “before and after” photos: (i) that are not from and/or indicative of results from actual and verified users; (ii) that are deceptive or false; (iii) that fail to accurately depict and are representative of what typical and ordinary consumers in similar circumstances will generally expect to  achieve from using the product/service/program or ingredient being promoted; and/or (iv) that fail to clearly and conspicuously disclose any/all material and lawfully required information, including, but not limited to, the time elapsed between any before/after images and whether the reported result may be attributable to other factors, such as diet, exercise, or lifestyle changes are not used/disseminated; (k) it shall ensure that any images for which there are no verifiable commercial rights possessed, as well as an affidavit and a release to use in conjunction with promotional efforts, are not used/disseminated; (l) it shall ensure the non-use of trademarks of competing products for comparison purposes without clear and conspicuous disclosure that the competing product is not associated with the applicable promotional activities , and without otherwise ensuring that such promotional activities are truthful, accurate and not expressly or impliedly deceptive or defamatory; (m) it shall ensure that no “false sense of urgency” to promote products/services is created, or tactics or “bait and switch” advertising to promote the sale of a product/service/program different from that which is advertised or promoted is utilized; (n) it shall ensure that no untruthful, deceptive, misleading, illegitimate, fictitious or unsubstantiated express or implied pricing representations, with respect, but not limited to, representations that a current price is a discount from a former price (e.g., a “sale” or “discount”), comparisons to others’ prices and/or to manufacturers’ suggested retail prices, and/or representations about special prices based on the purchase of other products are made/disseminated; (o) it shall ensure that former prices are bona fide and genuine, bargains being promoted are a true, and that products/services being promoted have been offered to the public on a regular basis at the price for a reasonably substantial period of time honestly and in good faith, and in the regular course of business, prior to promoting that different price as a discount from an  original price; (p) it shall ensure that all material terms, conditions, limitations, exclusions and restrictions are clearly, conspicuously and prominently disclosed; (q) it shall ensure that products/services to children under the age of 18 are not promoted; and (r) it shall ensure all necessary and required Food and Drug Administration-related disclosures  are clearly, conspicuously and prominently disclosed after consulting with independent compliance counsel.
Affiliate’s Additional Endorsement & Testimonial Best Practice-Related Warranties. Company has instituted endorsement and testimonial “Best Practices” for all Affiliates (and Sub-Affiliates).  These Best Practices, and representations, warranties and covenants related thereto, are in addition to, and shall in no way limit, any representations, warranties and covenants set forth elsewhere in this Agreement, Applicable Laws, and/or  obligations, limitations, restrictions or requirements (for example and without limitation, of Company and/or individual Advertisers) that may be imposed on a Campaign. 
Affiliate also represents, warrants and covenants that;: (a) it shall ensure compliance with this Agreement, Applicable Laws and these Best Practices, including, but not limited to, the Federal Trade Commission Endorsement/Testimonial Guides (the “Guides”); (b) it shall ensure the clear, conspicuous and prominent (e.g., close to the claim to which they related) disclosure (with plain and unambiguous language and contrasting backgrounds that make them stand out, make them easily noticed and read, and make them easily understood) of direct/indirect relationships (“material connections”) with Advertisers – and someone working for and/or on behalf of an Advertiser (if there is a direct/indirect connection between an endorser/testimonialist and the Advertiser – and/or someone working for and/or on behalf of an Advertiser) that consumers would not expect and it would affect how consumers evaluate the endorsement/testimonial (for example and without limitation, a personal, family, employment or a financial relationship – such as being paid or provided free or discounted products/services); (c) it shall ensure that all disclosures are not hidden or buried in footnotes, in blocks of text people are not likely to read, or in hyperlinks, and are worded in ways that are understandable to the ordinary reader – for video ads, on the screen throughout the entire video in a manner long enough to be noticed, read and understood (including disclosures in the description uploaded with the video, alone, is insufficient), and, for audio disclosures, read at a cadence that is easy for consumers to follow and in words consumers will understand); (d) it shall ensure that endorsements and testimonials are truthful, not misleading, reasonably based and are accompanied by an appropriate affidavit and release; (e) it shall ensure that endorsements and testimonials are not used without written consent of the endorser/testimonialist, and that they reflect and represent the honest and accurate opinions, findings, beliefs and/or experiences of the endorser/testimonialist and are not used to: (i) falsely claim, expressly or implicitly, that they reflect the independent opinions of impartial users; (ii) convey an express or implied representation that would be deceptive, misleading or otherwise unlawful if made directly by the Advertiser; and/or (iii) make a claim that requires proof that the Advertiser does not possess and thus, could not legally make (for example and without limitation, an endorser/tetimonialist cannot talk about experience with a product/service/program if the endorser/testimonialist has not tried it); (f) it shall ensure that the endorsement/testimonial is not  presented out of context or reworded so as to distort in a material way the endorser/testimonialist’s opinion or experience with the Advertiser’s product, service, program or brand (g) it shall ensure that if proof is not possessed that the endorser/ testimonialist’s experience represents what consumers will generally achieve using the product/service/program as described in the advertisements (including, but not limited to, “before” and “after” photos), then an advertisement featuring, that endorser/testimonialist shall clearly, conspicuously and prominently inform consumers what the generally expected results are in similar circumstances (if such information does not exist, the endorsement/ testimonial shall not be used - merely stating “Results not typical” or “Individual results may vary” are alone insufficient); (h) it shall ensure that “before” and “after” photos are verified users of the product/service/program, are considered endorsements/testimonials, and that they are true, and are not deceptive or false; (i) it shall ensure that using social media to click on a “like” button, pin a picture, share a link or other similar features depicting positive comments about a particular business, product, website or service as part of a sponsored brand campaign include an appropriate, clear, conspicuous and prominent disclosure, and shall not use features that do not permit for such disclosures; (j) it shall ensure that if an Instagram post includes an endorsement/testimonial through the picture or the beginning lines of the description, required disclosures shall be presented without having to click “more;” (k) it shall ensure that reliance is not placed or made upon a disclosure placed after a “click more” link or in another easy-to-miss location, and shall ensure that objective viewing habits (e.g., on social media) are considered at all times; (l) it shall ensure that built-in features/tools on social media platforms that permit disclosure of paid endorsements/testimonials are not, alone, relied upon as being effective and that it shall ensure the responsible and reasonable evaluation of, including, but not limited to: (i) context and whether the disclosure attracts viewers’ attention, taking into account where people are likely to look on a particular platform (it shall ensure that no assumptions are made regarding whether a platform’s disclosure tool is sufficient; (ii) whether the applicable tool satisfies Applicable Laws, including, but not limited to, the Guides; and (iii) whether the tool clearly, conspicuously and prominently discloses required information (including, but not limited to, material connections); (m) it shall ensure that disclosures on Snapchat or Instagram stories  and image-only platforms are superimposed over images, and be easy to notice and read in the time that followers have to look at the images in a clear font that contrasts sharply with the background – factors to be considered include, but are not limited to, how much time followers are given to look at the images, how much competing text there is to read, how large the disclosures are, and how well the contrast against images; (n) it shall ensure that disclosures on Twitter provide consumers with easily noticed and understood information they need to evaluate sponsored statements; (o) it shall ensure that sponsored tags and pins, including tags in pictures, are treated like any other endorsement/testimonial, and that the use of endorsements/testimonials, including in social media, avoid ambiguous disclosures like #thanks, #collab, #sp, #spon or #ambassador (clarity counts); (p) it shall ensure that the names of sponsored provider(s) is/are clearly, conspicuously and prominently disclosed so that ordinary, reasonable consumers will notice and understand; (q) it shall ensure that reasonable training, monitoring and compliance programs are in place to train and monitor Sub-Affiliates which include, without limitation, explaining to Sub-Affiliates what they can and cannot say about Advertiser’s products/services (with instructions not to go beyond such claims), instructing Sub-Affiliates on their responsibilities for disclosing direct and/or indirect connections to the Advertiser – and someone performing services for and/or on behalf of an Advertiser, periodically searching for what Sub-Affiliates are saying and taking remedial action if questionable practices are found; (r) it shall ensure that employees that use social media to endorse Advertiser’s products/services/programs clearly, conspicuously and prominently disclose relationships to Advertiser – or someone performing services for and/ on behalf of an Advertiser; (s) it shall ensure that if the endorsement/testimonial represents that the endorser/testimonialist uses the Advertiser’s product, service, program or brand, the endorser/testimonialist is a bona fide user of it at the time the message was distributed and the message remains posted only as long as there exists good reason to believe the endorser/testimonialist continues to subscribe to the views presented; (t) it shall ensure that if promotional material states or implies that an endorser/testimonialist currently uses the product/service/program in question, the endorsement/testimonial shall only be used so long as good reason to believe the endorser/testimonialist still uses the product/service/program; (u) it shall ensure that disclosures are placed with endorsement/testimonial messages themselves, and that they are not mixed into a group of hashtags or links; and (v) it shall ensure that expert or professional testimonials/endorsements, including, but not limited to, those of non-licensed medical professionals, are not used.
Affiliates are solely responsible for determining the accuracy and source of any endorsement/ testimonial used in promotional activities. 
Affiliate’s representations, warranties and covenants set forth in this Agreement and throughout these Best Practices shall in no way be construed as limiting Affiliates obligation to otherwise comply in full with this Agreement, Applicable Laws and/or obligations, limitations, restrictions or requirements (for example and without limitation, of Company and/or individual Advertisers) that may be imposed on a Campaign.  Affiliate expressly acknowledges and agrees that nothing contained in this Agreement, these Best Practices and/or any communications from Company, its employees and/or its contractors shall/may be construed as legal advice. Affiliate expressly acknowledges and agrees not to rely upon Company’s approval of any advertising creative material including, but not limited to, URLs, emails or portions thereof for compliance with Applicable Laws, or assert any claim that Affiliate is in compliance with Applicable Laws based upon Company’s approval or non-objection.
Compliance with all applicable representations, warranties and covenants set forth in this Agreement and these Best Practices, as well as compliance with Applicable Laws, is the sole responsibility of Affiliate.  Failure to abide by the foregoing is grounds for, without limitation, immediate termination of this Agreement, withholding and forfeiture of all Fees, as well as the exercise of any/all Company’s legal and equitable rights, at its sole discretion. 
	•	Confidentiality. Except as otherwise provided in this Agreement, each Party agrees that all verbal and/or written information, including, without limitation, the existence and terms of this Agreement, business and financial information, identities of Advertisers, data, reports, research, product plans, products, services, business and financial information, mailing lists, marketing plans, opportunities, trade secrets, markets, software, developments, inventions, processes, designs, drawings, engineering, technical data, know-how, hardware configuration information, marketing or financial data customer and vendor lists, data developed pursuant to this Agreement, and pricing and sales information, concerning the disclosing Party or any of its corporate parents, subsidiaries and/or affiliates provided by or on behalf of any of them shall constitute the disclosing Party’s “Confidential Information” whether or not identified and/or designated as such, and shall remain strictly confidential and secret and shall not be used, directly or indirectly, by the receiving Party for any purpose other than performance of this Agreement, except and solely to the extent that any such information is generally known or available to the public through a source other than the receiving Party.  The receiving Party shall not disclose to any third-party, or permit any other person or entity access to, the Confidential Information except as required by an employee, agent, officer, director, partner, or representative of the receiving Party in order to perform the obligations or exercise rights under this Agreement.  The receiving Party shall use at least the same degree of care, but not less than reasonable care, to prevent disclosure of Confidential Information to third-parties.  The receiving Party shall immediately notify the disclosing Party in writing of all circumstances surrounding any unauthorized possession, use, knowledge, or sharing of Confidential Information.  If Confidential Information is required to be disclosed by operation of law via a third-party or court request such as a subpoena requesting the receiving Party to disclose such information, the receiving Party shall immediately inform the disclosing Party (if not otherwise restricted from doing so) in writing sufficiently in advance of disclosure to allow the disclosing Party to challenge disclosure, prior to the time commanded to produce or disclose such Confidential Information, and the receiving Party agrees to cooperate in whatever way the disclosing Party requests to attempt to protect that information from disclosure by operation of law.  The receiving Party agrees that its obligations in this Section 9 are necessary and reasonable in order to protect the disclosing Party and its business, and the receiving Party agrees that the remedy of damages would be inadequate to compensate the disclosing Party for any breach by the receiving Party of its obligations set out under this Section 9.  Accordingly, in addition to any other remedies that might be available, the disclosing Party shall be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the receiving Party, without limiting any other rights and remedies to which the disclosing Party may be entitled.
	•	Customer Information, Non-Circumvent & Non-Solicit. Without in any way limiting the restrictions in Section 9 above, all information about consumers (“Customer Information”) provided or made available to Affiliate during the term of this Agreement is proprietary to and exclusively owned by Company and/or its Advertiser(s).  Such Customer Information is Confidential Information (as defined in Section 9) and may not be disclosed by Affiliate or any Sub-Affiliate to any third-party, or used for any purpose by Affiliate or Sub-Affiliate except as permitted by this Agreement or the Campaign Terms for any particular Campaign.  Neither Affiliate nor Sub-Affiliates shall have a right to or interest in any Customer Information. 
During the term of this Agreement and for one year thereafter, Affiliate agrees not to circumvent Company’s relationships with Advertisers, or otherwise solicit, purchase, contract for or obtain services similar to the services performed by Company hereunder from any Advertiser that is known, or should reasonably be known, by Affiliate to have such a relationship with Company.  To the extent that Affiliate can show that it already provided services to Advertiser prior to the date of this Agreement, then Affiliate shall not be prohibited from continuing such relationship.  Affiliate agrees that monetary damages for its breach, or threatened breach, of this sub-section will not be adequate and that Company shall be entitled to: (i) injunctive relief (including temporary and preliminary relief) without the requirement to post a bond; (ii) liquidated damages from Affiliate in the amount equal to one hundred percent (100%) of the net profits resulting from fees paid to Affiliate by Advertiser for corresponding advertising or marketing efforts; and/or (iii) any and all other remedies available to Company at law or in equity.  In the event an Advertiser of Company  does contact Affiliate, Affiliate shall notify such Advertiser and Company immediately that it must work directly with Company.
Affiliate agrees that during the term of this Agreement and for a period of one (1) year thereafter, it will not directly or indirectly solicit the employment of Company  employees, officers or directors, provided, that employment solicitations directed to the general public shall not be prohibited pursuant to this sub-section.  The Parties agree and understand that a material breach of this sub-section will cause Company to suffer irreparable harm and that monetary damages may be inadequate to compensate for such damage.  Accordingly, the Parties agree that in such event, Company will, in addition to all other remedies, may be entitled to preliminary and permanent injunctive relief without the necessity of showing any actual damage or posting a bond.  The foregoing remedy is a material, bargained for basis of this Agreement and has been taken into account in each party’s decision to enter into this Agreement. 
	•	LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTY.  IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM AFFILIATE’S USE OF THE NETWORK, OPERATION OF A CAMPAIGN, CAMPAIGN TERMS, THE URLs, THE PRODUCTS OR SERVICES PROMOTED IN ANY CAMPAIGN, OR AFFILIATE’S DISPLAY/PROMOTION OF ANY CAMPAIGN ON AFFILIATE’S MEDIA, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OPPORTUNITY,  OR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY), EVEN IF SUCH DAMAGES ARE FORESEEABLE AND/OR IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  AFFILIATE ACKNOWLEDGES THAT COMPANY MAKES NO REPRESENTATIONS, WARRANTIES OR AGREEMENTS RELATED TO THE SUBJECT MATTER HEREOF THAT ARE NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.  UNLESS OTHERWISE SET FORTH HEREIN, THE URLs, CAMPAIGNS, CAMPAIGN TERMS, NETWORK, PRODUCTS AND SERVICES PROMOTED IN ANY CAMPAIGN, AND THE INFORMATION, CONTENT AND SERVICES AVAILABLE ON AND THROUGH THE NETWORK AND ALL TECHNOLOGY, SOFTWARE, MATERIALS, DATA, OR IMAGES PROVIDED OR USED BY OR ON BEHALF OF COMPANY OR ITS LICENSORS IN CONNECTION WITH THE NETWORK (COLLECTIVELY, THE “NETWORK OFFERINGS”) ARE PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS.  AFFILIATE USES THE NETWORK AND RUNS AND OTHERWISE PARTICIPATES IN CAMPAIGNS AT AFFILIATE’S OWN RISK.  UNLESS OTHERWISE SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE NETWORK OFFERINGS AND AFFILIATES’ MEDIA, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, USAGE OR TRADE USAGE.  COMPANY DOES NOT REPRESENT OR WARRANT (OR MAKE ANY EXPRESS OR IMPLIED PROMISES OR REPRESENTATIONS AS TO THE SUCCESSFUL OUTCOME OF ANY CAMPAIGNS.  SHOULD ANY ERRORS OR UNDESIRABLE RESULTS OCCUR FROM AFFILIATE’S USE OF THE NETWORK, COMPANY SHALL NOT BE RESPONSIBLE THERFOR AND AFFILIATE SHALL NOT BE ENTITLED TO COMPENSATION THEREFROM, AT COMPANY’S SOLE DISCRETION.  THAT THE NETWORK OFFERINGS,  INFORMATION ON NETWORK OR PROVIDED BY COMPANY OR ADVERTISERS IS ACCURATE, COMPLETE OR CURRENT.  COMPANY WILL NOT BE HELD LIABLE OR  RESPONSIBLE FOR: (A) ANY ERRORS, INACCURACIES, OR TECHNOLOGY AND/OR SERVICE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, TRACKING PLATFORM AND/OR DATA CENTER TECHNOLOGY DISRUPTIONS, POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO, OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE OR LOSS OF, ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT.  COMPANY MAY DISCONTINUE THE NETWORK OR NETWORK OFFERINGS, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE OR OPERATION OF THE NETWORK OR NETWORK OFFERINGS, AT ANY TIME AND FROM TIME TO TIME.  COMPANY SHALL NOT BE LIABLE FOR ANY ACTS OR OMISSIONS OF ADVERTISERS (OR, THEIR PRODUCTS OR SERVICES) OR OTHER CONTENT PROVIDERS WHOSE CONTENT OR OFFERS APPEAR ON THE NETWORK AND/OR IS MADE AVAILABLE TO AFFILIATE THROUGH THE NETWORK, NOR THE CONTENTS OF ANY OTHER , PROMOTIONAL MATERIAL, WEB SITES, OR WEB PAGES.  COMPANY’S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY COMPANY IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
	•	Indemnification.  Affiliate agrees to defend, protect, indemnify and hold harmless Company, its Advertisers and their respective subsidiaries, affiliates, partners and licensors, directors, officers, shareholders, managers, successors, owners, assigns, employees and agents (“Indemnified Parties”) from and against any and all actions, claims, demands, allegations, liabilities, losses, damages, fines, judgments, settlements, penalties, costs and expenses, including reasonable attorneys’ fees and related costs (collectively, “Claims”), that arise from or are related to Affiliate’s or Sub-Affiliate’s: (a) improper use and/or operation of the Network, URLs, Media, Campaigns and/or Network Offerings; (b) breach or violation of this Agreement, Campaign Terms or any representation, warranty, covenant, obligation, restriction or Best Practice(s) contained herein/therein; (c) Media, including but not limited to, the content contained thereon; (d) negligence, willful misconduct, fraud or a violation of any Applicable Laws; and/or (e) acts or omissions in violation of this Agreement, including, but not limited to, acts of omissions of Sub-Affiliates.  If any Claim is or shall be brought against an Indemnified Party in respect to any allegation for which indemnity may be sought from Affiliate, the Indemnified Party shall notify Affiliate of any such Claim of which it becomes aware and shall: (a) provide reasonable cooperation to Affiliate at Affiliate’s expense in connection with the defense or settlement of any such Claim; and (b) be entitled to participate, including in the selection of legal counsel, in the defense of any such Claim.  Affiliate shall not agree to any judgment or enter into any settlement that adversely affects the Indemnified Party’s rights or interests without the prior written consent of the Indemnified Party.
	•	Additional Affiliate Obligations. Affiliate shall provide a meaningful opportunity for internet users to opt-out from data collection and targeting by Affiliate and its Sub-Affiliates.  Affiliate shall further ensure that they will clearly and conspicuously include in its public privacy notice and related disclosures, pursuant to CCPA and other Applicable Law, that Affiliate will share, without limitation, real names, aliases, postal addresses, unique personal identifiers, online identifiers, Internet Protocol addresses, or email addresses collected for or from Company to service providers such as fraud prevention companies; and third party partners, such as advertisers. 
	•	Disputes and Assignment.  This Agreement shall be exclusively construed and governed by the laws of Florida, without regard to its conflict of law provisions, principles or doctrines.  If any dispute arises under this Agreement, the Parties agree to submit the dispute to binding arbitration in the State of Florida or a jurisdiction chosen by the Company, conducted under the rules of the American Arbitration Association.  Judgment upon the award rendered by the arbitrator may be entered in any court with proper jurisdiction.  Notwithstanding the foregoing, Company may initiate a dispute either by submitting it to binding arbitration or by filing in a state or federal court located in the State of Florida, or any other state where personal jurisdiction exists over Affiliate, at Company’s sole discretion.  In the event of a dispute arising out of performance of and/or to enforce the terms of this Agreement this Agreement, solely the Company shall be entitled to the payment of reasonable attorney’s fees, costs and expenses incurred in the event that Company is adjudicated the substantially prevailing party.
	•	Severability.  If any provision of this Agreement is held to be invalid, inoperable, void, voidable, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and his Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.
	•	Force Majeure.  Neither Party shall be liable to the other by reason of failure, omission or delay in the performance of its obligations hereunder on account of, without limitation, Acts of God, fires, pandemic, epidemic, storms, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party. 
	•	Miscellaneous.  
	•	Entire Agreement; Amendment. This Agreement contains the sole and entire agreement and understanding between the Parties relating to the subject matter herein, and supersedes all prior representations or discussions, whether by or through officers, directors, salespersons, employees or consultants.  This Agreement may not be modified without the prior written consent of both Parties. 
	•	Acknowledgement. Affiliate acknowledges that it has read this Agreement, and that it has consulted or had the ability to consult with legal counsel before entering into this Agreement.  Affiliate has independently evaluated the desirability of entering into this Agreement, and is not relying on any representation, guarantee or statement other than as set forth in this Agreement, or otherwise.
	•	Assignment. Company may assign this Agreement to a subsidiary or business successor.  Affiliate may not assign this Agreement without the prior express written consent of Company.  This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the Parties hereto.  
	•	Signature/Counterparts. By seeking to join the Network, Affiliate agrees to be bound by all of the terms and conditions this Agreement.  If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement. This Agreement may be executed in counterparts, each of which will be deemed to be an original, and both of which, taken together, will constitute one agreement binding on all parties. A facsimile signature or other similar electronic reproduction of a signature will have the force and effect of an original signature, and in the absence of an original signature, will constitute the original signature.
	•	Non-Disparagement. During the Term and for a period of one (1) year thereafter, neither party will not make, cause to be made, or encourage others to make or cause to be made any statements, observations, opinions, announcements, releases, or other communications that disparage or are likely in any way to harm the parties or their reputation, business opportunities, or public perception.
	•	Headings & Units. The section headings in this Agreement are for reference and convenience only and do not explain, modify, interpret, or expand the provisions of this Agreement. All dollar values in this Agreement are expressed in United States Dollars.
	•	Independent Contractor. Each Party is an independent contractor and not an agent, partner, joint venturer or employee of the other in relation to the other Party with respect to all matters arising under this Agreement. 
	•	Successors and Assigns. Unless otherwise set forth herein, nothing in the Agreement is intended or shall be construed to give any person other than the Parties hereto, their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of the Agreement or any provision contained herein. 
	•	Waiver. Neither course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights.  No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.
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