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Additional Program Terms

Last Updated: November 10, 2025

These “Additional Program Terms” incorporate by reference the Master Services Agreement and apply to any Order Form(s) entered by Company and Supplier. All capitalized terms in these Additional Program Terms will have the meanings set forth in the Agreement. Supplier may modify these Additional Program Terms from time to time by posting the modified Additional Program Terms on our website along with the effective date of the modifications. Company’s continued use of the Services following the posting of changes will mean that Company accepts and agrees to the changes.

1. Definitions

In addition to any terms defined throughout the body of the Additional Program Terms, the following definitions will also apply.

“Attribution Model” means the rule or set of rules that determine which touchpoints or marketing channels should receive credit for a sale, action or other conversion.

“Commissionable Action” means an action, as specified by Company in an Engagement (e.g., a purchase of a specified product), that is taken by an end user after having accessed a Qualifying Link during a Session.

“Engagement” means a contractual agreement between Company and Publisher Partner to pay certain commissions associated with the distribution or placement of a Qualifying Link and the completion of a Commissionable Action.

“Monthly Net Sales” means the monthly aggregate amount of gross sales of products and/or services to end users made during a Session that originated with a Qualifying Link, less any amounts expressly excluded under the terms of the Engagement such as shipping, handling, Tax, bad credits and returns.

“Publisher Partner Commissions” means the monthly aggregate amount accrued to, and payable to Publisher Partner by, Company for Commissionable Actions.

“Qualifying Link” means a link provided by Company to be distributed or placed by a Publisher Partner pursuant to an Engagement and which is tracked by Supplier Technology.

“Service Month” means each calendar month during which Services are provided to Company.

“Session” means a period of time that starts when an end user accesses a Qualifying Link distributed or placed by a Publisher Partner pursuant to an Engagement and ends at the earlier of: (a) the time that such end user, after having exited Company Site, returns to Company Site using a different Qualifying Link; (b) expiration of a Session as defined by the terms of the Engagement (also referred to as “return days”); or, (c) the expiration or termination of the Engagement.

“Supplier’s Attribution Model” means the Attribution Model applied to Supplier Measurements as communicated to Company.

“Supplier Fees” means all fees charged to the Company for Supplier Services.

“Tax” means any and all applicable taxes, including income tax; withholding tax; digital service tax; value added tax, goods and services tax, sales tax or analogous tax (collectively “VAT/GST”); stamp duty; tariffs; fiscal charges; and other dues or any similar tax-related charges or levies of whatsoever nature imposed, levied or assessed by any governmental authority.

2. Obligations/Restrictions

2.1             Services. Supplier will provide Services to Company pursuant to the Agreement. Unless explicitly specified in this Order Form, Supplier does not guarantee that Company will achieve any level of user activity, sales revenues or other results from the Services provided.

2.2             Engagements with Publisher Partners. Company will enter Engagements with Publisher Partners through Supplier Technology. Supplier is not a party to these Engagements.

2.3             Sole Provider. During the Service Term, unless otherwise agreed herein or in a signed writing, Company acknowledges and agrees that Supplier will be the sole provider of any services of the type that are the same as and/or substantively similar to the Services and that Company will not (a) establish a separate arrangement with a publisher that results in the circumvention of the Services or transactions available to Supplier; (b) enter into an agreement or arrangement with a direct competitor of Supplier; or (c) operate its own network competitive with the Services.

2.4             Case Study. Upon Supplier’s request during the Term, Company will participate in a case study regarding its use of the Services, including directional results achieved (the “Case Study”); provided, however, Company will be given the opportunity to review and have final approval prior to publishing. Nothing in the Agreement pertaining to restrictions on press releases will be construed to limit or prohibit any approved Case Study. As between the Parties, Supplier will be the exclusive owner of all copyrights in the Case Study and may enforce them for the entire period granted by applicable copyright law.

3. Measurement

3.1             Measurements. Company acknowledges and agrees that, unless specified elsewhere in the Agreement, (a) to calculate Charges, Supplier measures, through the Supplier Technology, the number of clicks and/or other applicable measurements based upon Supplier’s Attribution Model (“Supplier Measurements”); and (b) subject to Section 4.5 (Discrepancy Reconciliation) below and unless explicitly provided otherwise in the Agreement, Company acknowledges and agrees that, for purposes of calculating the Charges, Supplier’s Measurements are final and will prevail over any other measurements of clicks or other applicable measurements, including any measurements of Company (“Company Measurements”).

4. Invoices/Payment

4.1             Supplier Invoices. Supplier shall provide invoice(s) to Company showing all Supplier Fees (“Supplier Invoice”) for each Service Month. The due date of each Supplier Invoice is thirty (30) days from the end of the applicable Service Month.

4.2             Publisher Partner Commission Statements. In the name and on behalf of respective Publisher Partners, Supplier shall deliver to Company statement(s) summarizing the total Publisher Partner Commissions, including Tax where applicable, for each Service Month (“Publisher Partner Commissions Statements”). For the avoidance of doubt, Publisher Partner Commissions Statements are provided solely to facilitate payment collection and are not Tax invoices as referenced in Section 4.9 (Tax) below. Company agrees to review and/or make adjustments, if any, and then save and submit each Publisher Partner Commissions Statement within ten (10) days from the date said Statement is made available (“Review Period”). Company acknowledges that, if Company does not finalize and submit any Publisher Partner Commissions Statement within the respective Review Period, Supplier’s system will automatically save and submit such Publisher Partner Commissions Statement on Company’s behalf. The due date of each Publisher Partner Commissions Statement is thirty (30) days from the end of the applicable Service Month. For avoidance of doubt, nothing herein shall preclude Company from reporting Chargebacks to Supplier, as set forth in Section 4.6 (Chargebacks) hereinbelow.

4.3             Payment Terms. Company will pay Supplier Invoices and Publisher Partner Commissions Statements in full on or before the respective due dates. All payments will be made in the designated currency. Together with Company’s payment, Company will provide remittance advice to Supplier as to which Supplier Invoice(s) and Publisher Partner Commissions Statements each respective payment should be settled. Payments made or due under each Order Form are not refundable or subject to offset or reduction in whole or part. Late payments will bear interest at the rate of one-and-a-half percent (1.5%) per month or, if lower, the maximum rate allowed by law. Failure to pay Fees and Charges when due under an Order Form will be deemed a material breach by Company. Notwithstanding the foregoing, all payment terms are subject to Supplier’s credit approval process and are subject to change if Company becomes or is likely unable to meet its payment obligations during the Service Term.

4.4             Convenience Fee. Where Supplier has made electronic payment processing available to Company under applicable Order Form(s), and Company agrees to make payments under such applicable Order Form(s) to Supplier electronically, Company may incur an electronic payment processing fee (“Convenience Fee“). Supplier will confirm the Convenience Fee amount before payment is complete. Company may cancel the transaction before incurring a Convenience Fee. The Convenience Fee is determined by a percentage of the payment that is submitted for electronic payment processing. Depending on the registered business address of the Company, the following percentages shall apply for the calculation of the Convenience Fee.

United States

  • Connecticut: N/A
  • Colorado: 2%
  • All other states: 3%
  • Debit Cards: Convenience Fees do not apply to debit card payments

International

  • European Union (EU) / European Economic Area (EEA): N/A
  • United Kingdom (UK): N/A
  • Canada: 2.4% (Quebec: N/A)
  • Australia: Cost of acceptance
  • New Zealand: Cost-based
  • Switzerland: As permitted by payment scheme
  • Japan: N/A
  • Hong Kong: 3%
  • Singapore: 3%
  • Brazil: As disclosed at time of payment
  • Other: As disclosed at time of payment

4.5             Discrepancy Reconciliation. In the event that there is a discrepancy in Charges between Supplier Measurements and Company Measurements (“Discrepancy”), Company may notify Supplier (email to suffice) of the Discrepancy and request a review of the same, provided: (a) Company’s Measurements are based on the same type of Attribution Model as Supplier’s Attribution Model; (b) the Discrepancy is greater than ten percent (10%); and, (c) Company provides Supplier notice and supporting documentation of the Discrepancy, including any applicable validation file, within ten (10) days of the end of the applicable Service Month. Supplier agrees to review Company’s supporting documentation and in a good faith attempt to resolve any Discrepancy. If Supplier confirms a Discrepancy larger than 10%, Supplier will adjust Charges in accordance with the terms of this Agreement and its usual billing practices. Company will pay any such adjusted Charges in accordance with Section 4.3 above. If Supplier cannot confirm Company Measurements, Supplier will not adjust the Charges and Company will pay Supplier in accordance with Section 4.3 above. In the event Company, within any twelve (12) month period during the Service Term, makes three (3) or more requests for review of a Discrepancy for which Supplier is not able to confirm the Company Measurements, Company will accrue a fee intended to reimburse Supplier for reconciliation efforts in an amount equivalent to 10% of the collective discrepant Charges. Notwithstanding the above, nothing herein shall be construed to entitle Company to cancel any transactions or offset any Charges as a result of any Discrepancy.

4.6         Chargebacks. During the Term, Company may report any adjustment to the amount of Commissionable Actions reported for any Service Month in accordance with the terms of the relevant Engagement, such as adjustments for product returns, bad credit card charges, or other specified items (collectively, “Chargebacks”), within ninety (90) days of reporting the applicable Commissionable Actions to Supplier; and any such adjustments shall be reflected as credits in the subsequent Supplier Invoice(s) and Publisher Partner Commissions Statements.

4.7             Disbursement to Publisher Partners. Subject to any adjustments for errors or otherwise made in accordance with the terms of this Order Form, Supplier will disburse Publisher Partner Commissions paid to Supplier in accordance with Supplier’s standard disbursement policies and procedures.

4.8             Disputes with Publisher Partners. Supplier is not a party to Engagements between Company and respective Publisher Partners. Any dispute between Company and a Publisher Partner under an Engagement must be resolved between Company and such Publisher Partner. Company is responsible for recovering any overpayment from the Publisher Partner.

4.9             Tax. Each Party shall be responsible for their own Tax due and payable by them. Supplier shall add to invoices all applicable Tax to the extent required by the applicable law. Payments due under this Order Form shall be made without deduction or withholding for any Tax unless required by a governmental authority. If any Tax withholding or deduction applies, Company shall pay such additional amounts as necessary to ensure that the net amounts received by Supplier, after any Tax withholding or deduction, are equal to the amounts that would have been received if no withholding or deduction had been made.

4.9.1    Tax Invoices for Supplier Fees. If applicable, VAT/GST shall be added to the Supplier Fees at the applicable rate, and Supplier shall issue Tax invoices for Supplier Fees. Company shall provide Supplier with its valid Tax registration number and any other information reasonably required for the accurate issuance of Tax invoices. Company shall promptly review and verify the accuracy of Tax invoices issued by Supplier and notify Supplier of any discrepancies within a reasonable period. In the event that Company provides incorrect or incomplete information, Supplier shall not be liable for any resulting errors in the Tax invoices or any consequences thereof.

4.9.2    Tax Invoices for Publisher Partner Commissions

4.9.2.1 Engagements represent a supply directly between Publisher Partners and Company. For jurisdictions where VAT/GST is applicable, Supplier has no such obligations in relation to Publisher Commissions.

4.9.2.2   If Company and/or Publisher Partners are registered in a jurisdiction where VAT/GST calculation is supported by Supplier’s billing system, Supplier makes available Tax invoices to Company in the name and on behalf of Publisher Partners (“Publisher Tax Invoices”) as a courtesy to help facilitate and make more convenient Company’s Tax reporting. At the time of this Order Form, although this list is subject to change, supported jurisdictions include the United Kingdom, European Union, Switzerland, Norway, Australia, New Zealand, Singapore, and Canada.  Company acknowledges that Supplier does not verify Publisher Partners’ Tax registration details, nor Tax calculations on the Publisher Tax Invoices, nor provide any assurance or guarantee that they comply with the VAT/GST requirements applicable in Company’s jurisdiction. Company shall promptly verify the accuracy of the Publisher Tax Invoices and notify Supplier of any discrepancies prior to making payment. Where there are discrepancies identified by Company after payment, or where specific jurisdictional requirements exist, including enhanced compliance mandates such as structured e-invoicing or government portal validations, Company is solely responsible for working directly with the relevant Publisher Partners to resolve any discrepancies and obtain Tax invoices that meet such requirements. The Supplier assumes no responsibility or liability for the Company’s inability to reclaim VAT/GST or meet jurisdictional compliance obligations.